ON ITS OR THEIR BEHALF (OTHER THAN THE INITIAL PURCHASERS,
AS TO WHICH NO REPRESENTATION IS MADE) HAS (I) SOLICITED OFFERS FOR, OR OFFERED
OR SOLD, THE SECURITIES BY MEANS OF ANY FORM OF GENERAL SOLICITATION OR GENERAL
ADVERTISING WITHIN THE MEANING OF RULE 502(C) OF REGULATION D OR IN ANY MANNER
INVOLVING A PUBLIC OFFERING WITHIN THE MEANING OF SECTION 4(2) OF THE SECURITIES
ACT OR (II) ENGAGED IN ANY DIRECTED SELLING EFFORTS WITH RESPECT TO THE
SECURITIES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT
("REGULATION S"), AND ALL SUCH PERSONS HAVE COMPLIED WITH THE OFFERING
RESTRICTIONS REQUIREMENT OF REGULATION S.
(RR)
SECURITIES LAW EXEMPTIONS. ASSUMING THE
ACCURACY OF THE REPRESENTATIONS AND WARRANTIES OF THE INITIAL PURCHASERS
CONTAINED IN SECTION 1(B) (INCLUDING ANNEX C HERETO) AND THEIR COMPLIANCE WITH
THEIR AGREEMENTS SET FORTH THEREIN, IT IS NOT NECESSARY, IN CONNECTION WITH THE
ISSUANCE AND SALE OF THE SECURITIES TO THE INITIAL PURCHASERS AND THE OFFER,
RESALE AND DELIVERY OF THE SECURITIES BY THE INITIAL PURCHASERS IN THE MANNER
CONTEMPLATED BY THIS AGREEMENT, THE TIME OF SALE INFORMATION AND THE OFFERING
MEMORANDUM, TO REGISTER THE SECURITIES UNDER THE SECURITIES ACT OR TO QUALIFY
THE INDENTURE UNDER THE TRUST INDENTURE ACT.
(SS)
NO STABILIZATION. NONE OF THE ISSUER, NSI OR ANY
OF THE GUARANTORS HAS TAKEN, DIRECTLY OR INDIRECTLY, ANY ACTION DESIGNED TO OR
THAT COULD REASONABLY BE EXPECTED TO CAUSE OR RESULT IN ANY STABILIZATION OR
MANIPULATION OF THE PRICE OF THE SECURITIES.
19
(TT)
MARGIN RULES. NEITHER THE ISSUANCE, SALE AND
DELIVERY OF THE SECURITIES NOR THE APPLICATION OF THE PROCEEDS THEREOF BY THE
ISSUER AS DESCRIBED IN EACH OF THE TIME OF SALE INFORMATION AND THE OFFERING
MEMORANDUM WILL VIOLATE REGULATION T, U OR X OF THE BOARD OF GOVERNORS OF THE
FEDERAL RESERVE SYSTEM OR ANY OTHER REGULATION OF SUCH BOARD OF GOVERNORS.
(UU)
FORWARD-LOOKING STATEMENTS. NO FORWARD-LOOKING
STATEMENT (WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT AND
SECTION 21E OF THE EXCHANGE ACT) CONTAINED IN ANY OF THE TIME OF SALE
INFORMATION OR THE OFFERING MEMORANDUM HAS BEEN MADE OR REAFFIRMED WITHOUT A
REASONABLE BASIS OR HAS BEEN DISCLOSED OTHER THAN IN GOOD FAITH.
(VV)
STATISTICAL AND MARKET DATA. NOTHING HAS COME TO
THE ATTENTION OF SYMMETRY, THE ISSUER OR HOLDINGS THAT HAS CAUSED SYMMETRY, THE
ISSUER OR HOLDINGS TO BELIEVE THAT THE STATISTICAL AND MARKET-RELATED DATA
INCLUDED IN EACH OF THE TIME OF SALE INFORMATION AND THE OFFERING MEMORANDUM IS
NOT BASED ON OR DERIVED FROM SOURCES THAT ARE RELIABLE AND ACCURATE IN ALL
MATERIAL RESPECTS.
(WW)
SARBANES-OXLEY ACT. THERE IS AND HAS BEEN NO FAILURE
ON THE PART OF EITHER SYMMETRY OR NSI OR ANY OF SYMMETRY'S OR NSI'S RESPECTIVE
DIRECTORS OR OFFICERS, IN THEIR CAPACITIES AS SUCH, TO COMPLY IN ANY MATERIAL
RESPECT WITH ANY APPLICABLE PROVISION OF THE SARBANES-OXLEY ACT OF 2002 AND THE
RULES AND REGULATIONS PROMULGATED IN CONNECTION THEREWITH, INCLUDING SECTION 402
RELATED TO LOANS AND SECTIONS 302 AND 906 RELATED TO CERTIFICATIONS.
(XX)