OF THE FISCAL YEAR, SETTING FORTH IN
EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE CORRESPONDING PERIOD OR
PERIODS OF (OR, IN THE CASE
89
OF THE BALANCE SHEET, AS OF THE END OF) THE PREVIOUS FISCAL YEAR (WITH THE
STATEMENTS OF NOVAMERICAN BEING USED FOR COMPARISON PURPOSES FOR ALL PERIODS
PRIOR TO THE ACQUISITION), ALL CERTIFIED BY ONE OF ITS FINANCIAL OFFICERS AS
PRESENTING FAIRLY IN ALL MATERIAL RESPECTS THE FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OF SYMMETRY AND ITS CONSOLIDATED SUBSIDIARIES ON A CONSOLIDATED
BASIS IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED, SUBJECT TO NORMAL YEAR-END
AUDIT ADJUSTMENTS AND THE ABSENCE OF FOOTNOTES;
(C)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER CLAUSE (A) OR
(B) ABOVE, A CERTIFICATE OF A FINANCIAL OFFICER OF SYMMETRY (I) CERTIFYING AS TO
WHETHER A DEFAULT HAS OCCURRED AND, IF A DEFAULT HAS OCCURRED, SPECIFYING THE
DETAILS THEREOF AND ANY ACTION TAKEN OR PROPOSED TO BE TAKEN WITH RESPECT
THERETO, (II) SETTING FORTH REASONABLY DETAILED CALCULATIONS DEMONSTRATING
COMPLIANCE WITH SECTION 6.12, (III) STATING WHETHER ANY CHANGE IN GAAP OR IN THE
APPLICATION THEREOF HAS OCCURRED SINCE THE DATE OF NOVAMERICAN'S AUDITED
FINANCIAL STATEMENTS REFERRED TO IN SECTION 3.04 AND, IF ANY SUCH CHANGE HAS
OCCURRED, SPECIFYING THE EFFECT OF SUCH CHANGE ON THE FINANCIAL STATEMENTS
ACCOMPANYING SUCH CERTIFICATE AND (IV) CERTIFYING THAT ALL NOTICES REQUIRED TO
BE DELIVERED UNDER SECTIONS 5.03, 5.12 AND 5.13(B) HAVE BEEN DELIVERED;
(D)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER CLAUSE
(A) ABOVE, A CERTIFICATE OF THE ACCOUNTING FIRM THAT REPORTED ON SUCH FINANCIAL
STATEMENTS STATING WHETHER THEY OBTAINED KNOWLEDGE DURING THE COURSE OF THEIR
EXAMINATION OF SUCH FINANCIAL STATEMENTS OF ANY DEFAULT (WHICH CERTIFICATE
MAY BE LIMITED TO THE EXTENT REQUIRED BY ACCOUNTING RULES OR GUIDELINES), AS
WELL AS ANY MANAGEMENT LETTER DELIVERED BY SUCH ACCOUNTING FIRM TO SYMMETRY OR
ANY SUBSIDIARY;
(E)
WITHIN 90 DAYS AFTER THE END OF EACH FISCAL YEAR OF SYMMETRY, A CERTIFICATE
OF A FINANCIAL OFFICER OF SYMMETRY SETTING FORTH (I) ANY EQUITY INTERESTS OR
INDEBTEDNESS OWNED BY ANY LOAN PARTY, (II) ANY INTELLECTUAL PROPERTY OWNED BY
ANY LOAN PARTY AND (III) ANY COMMERCIAL TORT CLAIMS IN RESPECT OF WHICH A
COMPLAINT OR A COUNTERCLAIM HAS BEEN FILED BY ANY LOAN PARTY AND THAT, IN EACH
CASE, (A) IF SO OWNED OR FILED BY A LOAN PARTY AS OF THE EFFECTIVE DATE, WOULD
HAVE BEEN REQUIRED TO BE SET FORTH ON THE APPLICABLE SCHEDULE TO THE COLLATERAL
AGREEMENTS PURSUANT TO THE TERMS THEREOF AND (B) HAVE NOT BEEN SET FORTH ON ANY
SUCH SCHEDULE TO THE COLLATERAL AGREEMENTS OR IN A CERTIFICATE PREVIOUSLY
DELIVERED PURSUANT TO THIS CLAUSE (E);
(F)
NO LATER THAN (I) 15 DAYS FOLLOWING THE END OF EACH FISCAL MONTH (OR, IF
SUCH DAY IS NOT A BUSINESS DAY, THE NEXT SUCCEEDING BUSINESS DAY), A COMPLETED
BORROWING BASE CERTIFICATE, CALCULATING AND CERTIFYING THE AGGREGATE BORROWING
BASE, THE US BORROWING BASE AND THE CANADIAN BORROWING BASE AS OF THE CLOSE OF
BUSINESS ON THE LAST DAY OF