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EVALUATIONS OF THE EFFECTIVENESS OF THEIR DISCLOSURE CONTROLS AND PROCEDURES AS
REQUIRED BY RULE 13A-15 OF THE EXCHANGE ACT.
(GG)
ACCOUNTING CONTROLS. EACH OF SYMMETRY AND ITS
SUBSIDIARIES AND NSI AND ITS SUBSIDIARIES MAINTAIN SYSTEMS OF "INTERNAL CONTROL
OVER FINANCIAL REPORTING" (AS DEFINED IN RULE 13A-15(F) OF THE EXCHANGE ACT)
THAT COMPLY WITH THE REQUIREMENTS OF THE EXCHANGE ACT AND HAVE BEEN DESIGNED BY,
OR UNDER THE SUPERVISION OF, THEIR RESPECTIVE PRINCIPAL EXECUTIVE AND PRINCIPAL
FINANCIAL OFFICERS, OR PERSONS PERFORMING SIMILAR FUNCTIONS, TO PROVIDE
REASONABLE ASSURANCE REGARDING THE RELIABILITY OF FINANCIAL REPORTING AND THE
PREPARATION OF FINANCIAL STATEMENTS FOR EXTERNAL PURPOSES IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES. EACH OF SYMMETRY AND ITS SUBSIDIARIES
AND NSI AND ITS SUBSIDIARIES MAINTAIN INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO
PROVIDE REASONABLE ASSURANCE THAT:
(I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE
WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS; (II) TRANSACTIONS ARE
RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL STATEMENTS IN
CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND TO MAINTAIN ASSET
ACCOUNTABILITY; (III) ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH
MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION; AND (IV) THE RECORDED
ACCOUNTABILITY FOR ASSETS IS COMPARED WITH THE EXISTING ASSETS AT REASONABLE
INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
EXCEPT AS DISCLOSED IN EACH OF THE TIME OF SALE INFORMATION AND THE OFFERING
MEMORANDUM, THERE ARE NO MATERIAL WEAKNESSES OR SIGNIFICANT DEFICIENCIES IN THE
INTERNAL CONTROLS OF SYMMETRY AND ITS SUBSIDIARIES OR NSI AND ITS SUBSIDIARIES.
(HH)
INSURANCE. UPON CONSUMMATION OF THE TRANSACTIONS,
SYMMETRY AND THE POST TRANSACTION SUBSIDIARIES WILL HAVE INSURANCE COVERING SUCH
LOSSES AND RISKS AND IN SUCH AMOUNTS AS SYMMETRY REASONABLY BELIEVES ARE PRUDENT
AND CUSTOMARY IN THE BUSINESSES IN WHICH WILL BE ENGAGED; NEITHER SYMMETRY, NSI
NOR ANY OF THEIR RESPECTIVE SUBSIDIARIES HAS RECEIVED NOTICE FROM ANY INSURER OR
AGENT OF SUCH INSURER THAT CAPITAL IMPROVEMENTS OR OTHER EXPENDITURES ARE
REQUIRED OR NECESSARY TO BE MADE IN ORDER TO CONTINUE ANY MATERIAL INSURANCE
COVERAGE CURRENTLY MAINTAINED BY IT; NEITHER SYMMETRY, HOLDINGS OR THE ISSUER
HAS ANY REASON TO BELIEVE THAT SYMMETRY OR ANY OF THE POST TRANSACTION
SUBSIDIARIES WILL NOT BE ABLE TO RENEW EXISTING INSURANCE COVERAGE AS AND WHEN
SUCH COVERAGE EXPIRES OR TO OBTAIN SIMILAR COVERAGE FROM SIMILAR INSURERS AS
MAY BE NECESSARY TO CONTINUE ITS BUSINESS AT A COST THAT WOULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, EXCEPT IN ANY SUCH CASE, AS
DESCRIBED IN THE TIME OF SALE INFORMATION AND THE OFFERING MEMORANDUM.
(II)
NO UNLAWFUL PAYMENTS. NEITHER SYMMETRY NOR
ANY OF ITS SUBSIDIARIES NOR, TO THE BEST KNOWLEDGE OF EACH OF SYMMETRY, THE
ISSUER AND HOLDINGS, ANY DIRECTOR, OFFICER, AGENT, EMPLOYEE OR OTHER PERSON
ASSOCIATED WITH OR ACTING ON BEHALF OF SYMMETRY, NSI OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES HAS (I) USED ANY CORPORATE FUNDS FOR ANY UNLAWFUL CONTRIBUTION,
GIFT, ENTERTAINMENT OR OTHER UNLAWFUL EXPENSE RELATING TO POLITICAL ACTIVITY;
(II) MADE ANY DIRECT OR INDIRECT UNLAWFUL PAYMENT TO ANY FOREIGN OR DOMESTIC
GOVERNMENT OFFICIAL OR EMPLOYEE FROM