REGISTERED STATUS;
(II) ALL MATERIAL OBLIGATIONS OF EACH POST TRANSACTION SUBSIDIARY ORGANIZED
UNDER THE LAWS OF CANADA OR ANY PROVINCE THEREOF (THE "CANADIAN SUBSIDIARIES")
(INCLUDING FIDUCIARY, FUNDING, INVESTMENT AND ADMINISTRATION OBLIGATIONS)
REQUIRED TO BE PERFORMED IN CONNECTION WITH THE CANADIAN PENSION PLANS AND THE
FUNDING AGREEMENTS THEREFOR HAVE BEEN PERFORMED IN A TIMELY FASHION; (III) THERE
HAVE BEEN NO IMPROPER WITHDRAWALS OF THE ASSETS OF THE CANADIAN PENSION PLANS OR
THE CANADIAN BENEFIT PLANS (AS DEFINED IN THE CREDIT AGREEMENT); (IV) THERE ARE
NO OUTSTANDING DISPUTES CONCERNING THE ASSETS HELD UNDER THE FUNDING AGREEMENTS
FOR THE CANADIAN PENSION PLANS; (V) EACH OF THE CANADIAN PENSION PLANS, WHICH IS
A DEFINED BENEFIT REGISTERED PENSION PLAN, IS FULLY FUNDED BOTH ON AN ONGOING
BASIS AND ON A SOLVENCY BASIS (USING ACTUARIAL METHODS AND ASSUMPTIONS WHICH ARE
CONSISTENT WITH THE VALUATIONS LAST FILED WITH THE APPLICABLE GOVERNMENTAL
AUTHORITIES (AS DEFINED IN THE CREDIT AGREEMENT) AND WHICH ARE CONSISTENT WITH
GENERALLY ACCEPTED ACTUARIAL PRINCIPLES); (VI) THERE HAS BEEN NO PARTIAL
TERMINATION OF ANY CANADIAN PENSION PLAN AND NO FACTS OR CIRCUMSTANCES HAVE
OCCURRED OR EXISTED THAT COULD RESULT IN THE DECLARATION OF A PARTIAL
TERMINATION OF ANY CANADIAN PENSION PLAN UNDER APPLICABLE LAW; (VII) NO PROMISES
OF BENEFIT IMPROVEMENTS UNDER THE CANADIAN PENSION PLANS OR THE CANADIAN BENEFIT
PLANS HAVE BEEN MADE AND IN ANY EVENT NO SUCH IMPROVEMENTS WILL RESULT IN A
SOLVENCY DEFICIENCY OR GOING CONCERN UNFUNDED LIABILITY IN THE AFFECTED CANADIAN
PENSION PLANS; (VIII) ALL CONTRIBUTIONS OR PREMIUMS REQUIRED TO BE MADE OR PAID
BY THE CANADIAN SUBSIDIARIES TO THE CANADIAN PENSION PLANS OR THE CANADIAN
BENEFIT PLANS HAVE BEEN MADE OR PAID IN A TIMELY FASHION IN ACCORDANCE WITH THE
TERMS OF SUCH PLANS AND APPLICABLE LAW; (IX) ALL EMPLOYEE CONTRIBUTIONS TO THE
CANADIAN PENSION PLANS OR THE CANADIAN BENEFIT PLANS BY WAY OF AUTHORIZED
PAYROLL DEDUCTION OR OTHERWISE HAVE BEEN PROPERLY WITHHELD OR COLLECTED BY THE
CANADIAN SUBSIDIARIES AND FULLY PAID INTO SUCH PLANS IN A TIMELY MANNER; (X) THE
PENSION FUND UNDER EACH CANADIAN PENSION PLAN IS EXEMPT FROM THE PAYMENT OF ANY
INCOME TAX AND THERE ARE NO TAXES, PENALTIES OR INTEREST OWING IN RESPECT OF ANY
SUCH PENSION FUND; AND (XI) ALL MATERIAL REPORTS AND DISCLOSURES RELATING THE
CANADIAN PENSION PLANS REQUIRED BY SUCH PLANS AND APPLICABLE LAW HAVE BEEN FILED
OR DISTRIBUTED IN A TIMELY MANNER.
(FF)
DISCLOSURE CONTROLS. EACH OF SYMMETRY AND
ITS SUBSIDIARIES AND NSI AND ITS SUBSIDIARIES MAINTAIN AN EFFECTIVE SYSTEM OF
"DISCLOSURE CONTROLS AND PROCEDURES" (AS DEFINED IN RULE 13A-15(E) OF THE
EXCHANGE ACT) THAT IS DESIGNED TO ENSURE THAT INFORMATION REQUIRED TO BE
DISCLOSED IN REPORTS THAT ARE FILED OR SUBMITTED UNDER THE EXCHANGE ACT IS
RECORDED, PROCESSED, SUMMARIZED AND REPORTED WITHIN THE TIME PERIODS SPECIFIED
IN THE COMMISSION'S RULES AND FORMS, INCLUDING CONTROLS AND PROCEDURES DESIGNED
TO ENSURE THAT SUCH INFORMATION IS ACCUMULATED AND COMMUNICATED TO MANAGEMENT AS
APPROPRIATE TO ALLOW TIMELY DECISIONS REGARDING REQUIRED DISCLOSURE. EACH OF
SYMMETRY AND ITS SUBSIDIARIES AND NSI AND ITS SUBSIDIARIES HAVE CARRIED