SHALL NOT APPLY TO ANY PURCHASE OR
OTHER ACQUISITION OF ONE OR MORE ITEMS OF EQUIPMENT SO LONG AS SUCH ITEMS OF
EQUIPMENT, TAKEN AS A WHOLE, DO NO CONSTITUTE A DIVISION OR A LINE OF BUSINESS
OF ANY PERSON.
SECTION 6.05. ASSET SALES. SYMMETRY AND THE BORROWERS WILL NOT, AND WILL NOT
PERMIT ANY OF THE SUBSIDIARIES TO, SELL, TRANSFER, LEASE OR OTHERWISE DISPOSE OF
ANY ASSET, INCLUDING ANY EQUITY INTEREST OWNED BY IT, NOR WILL THEY PERMIT ANY
SUBSIDIARY TO ISSUE ANY ADDITIONAL EQUITY INTEREST IN SUCH SUBSIDIARY (OTHER
THAN TO SYMMETRY, A BORROWER OR ANY OTHER SUBSIDIARY IN COMPLIANCE WITH
SECTION 6.04 AND OTHER THAN THE EFFECTIVE DATE ASSET SALE), EXCEPT:
(A)
SALES OF INVENTORY, USED OR SURPLUS EQUIPMENT OR OTHER USED OR SURPLUS
ASSETS AND PERMITTED INVESTMENTS IN THE ORDINARY COURSE OF BUSINESS;
(B)
LEASES, SUBLEASES, LICENSES AND SUBLICENSES OF ASSETS, IN EACH CASE ENTERED
INTO BY A BORROWER OR ANY OTHER SUBSIDIARY IN THE ORDINARY COURSE OF BUSINESS
AND THAT DO NOT INTERFERE WITH THE ORDINARY COURSE OF BUSINESS OF SYMMETRY, THE
BORROWERS AND THE OTHER SUBSIDIARIES;
(C)
SALES, TRANSFERS AND OTHER DISPOSITIONS TO A BORROWER OR ANY OTHER
SUBSIDIARY; PROVIDED THAT ANY SUCH SALES, TRANSFERS OR DISPOSITIONS INVOLVING A
SUBSIDIARY THAT IS NOT A LOAN PARTY SHALL BE MADE IN COMPLIANCE WITH
SECTION 6.09;
(D)
DISPOSITIONS IN THE FORM OF SALE AND LEASEBACK TRANSACTIONS PERMITTED UNDER
SECTION 6.06;
(E)
SALES, TRANSFERS AND OTHER DISPOSITIONS OF ASSETS (OTHER THAN EQUITY
INTERESTS IN A SUBSIDIARY) THAT ARE NOT PERMITTED BY ANY OTHER CLAUSE OF THIS
SECTION; PROVIDED THAT THE AGGREGATE FAIR MARKET VALUE OF ALL ASSETS SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF IN RELIANCE UPON THIS CLAUSE (E) SHALL NOT
EXCEED US$10,000,000 DURING ANY FISCAL YEAR OF SYMMETRY;
provided that all sales, transfers, leases and other dispositions permitted
hereby (other than those permitted by clauses (b) and (c) above) shall be made
for fair value and for at
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least (i) 100% cash consideration, in the case of any disposition permitted by
clause (d) above, or (ii) 75% cash consideration, in the case of any other such
disposition. Nothing in this Section shall be construed to prohibit or restrict
any investment, loan or advance permitted to be made under Section 6.04.
SECTION 6.06. SALE AND LEASEBACK TRANSACTIONS. SYMMETRY AND THE BORROWERS WILL
NOT, AND WILL NOT PERMIT ANY OF THE SUBSIDIARIES TO, ENTER INTO ANY ARRANGEMENT,
DIRECTLY OR INDIRECTLY, WHEREBY IT SHALL SELL OR TRANSFER ANY PROPERTY, REAL OR
PERSONAL, USED OR USEFUL IN ITS BUSINESS, WHETHER NOW OWNED OR HEREINAFTER
ACQUIRED, AND THEREAFTER RENT OR LEASE SUCH PROPERTY OR OTHER PROPERTY THAT IT
INTENDS TO USE FOR SUBSTANTIALLY THE SAME PURPOSE OR PURPOSES AS THE PROPERTY
SOLD OR TRANSFERRED, OTHER THAN (A) THE EFFECTIVE DATE SALE LEASEBACK AND
(B) ANY OTHER SALE AND LEASEBACK TRANSACTION THAT IS ENTERED INTO BY A BORROWER
OR ANY OTHER SUBSIDIARY IN RESPECT OF FIXED OR CAPITAL ASSETS WITHIN 270 DAYS
AFTER THE ACQUISITION OF, OR THE COMPLETION OF