IS
REASONABLY BELIEVED NO MONETARY SANCTIONS OR OTHER LIABILITY OF $100,000 OR MORE
WILL BE IMPOSED, (Y) SYMMETRY, HOLDINGS AND THE ISSUER ARE NOT AWARE OF ANY
INSTANCES OF NON-COMPLIANCE WITH ENVIRONMENTAL LAWS, OR LIABILITIES OR OTHER
OBLIGATIONS UNDER ENVIRONMENTAL LAWS OR CONCERNING HAZARDOUS OR TOXIC SUBSTANCES
OR WASTES, POLLUTANTS OR CONTAMINANTS, THAT COULD REASONABLY BE EXPECTED TO HAVE
A MATERIAL ADVERSE EFFECT ON THE EARNINGS OR COMPETITIVE POSITION OF SYMMETRY
AND THE POST TRANSACTION SUBSIDIARIES, AND (Z) NONE OF SYMMETRY, HOLDINGS OR THE
ISSUER ANTICIPATES MATERIAL CAPITAL EXPENDITURES RELATING TO ANY ENVIRONMENTAL
LAWS.
(DD)
COMPLIANCE WITH ERISA. EXCEPT WHERE FAILURE TO
COMPLY WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT,
(I) EACH EMPLOYEE BENEFIT PLAN, WITHIN THE MEANING OF SECTION 3(3) OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), FOR WHICH
THE ISSUER OR ANY MEMBER OF ITS "CONTROLLED GROUP" (DEFINED AS ANY ORGANIZATION
WHICH IS A MEMBER OF A CONTROLLED GROUP OF CORPORATIONS WITHIN THE MEANING OF
SECTION 414 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")) OR
NSI OR ANY MEMBER OF ITS CONTROLLED GROUP WOULD HAVE ANY LIABILITY (EACH, A
"PLAN") HAS BEEN MAINTAINED IN COMPLIANCE WITH ITS TERMS AND THE REQUIREMENTS OF
ANY APPLICABLE STATUTES, ORDERS, RULES AND REGULATIONS, INCLUDING BUT NOT
LIMITED TO ERISA AND THE CODE; (II) NO PROHIBITED TRANSACTION, WITHIN THE
MEANING OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, HAS OCCURRED WITH
RESPECT TO ANY PLAN EXCLUDING TRANSACTIONS EFFECTED PURSUANT TO A STATUTORY OR
ADMINISTRATIVE EXEMPTION; (III) FOR EACH PLAN THAT IS SUBJECT TO THE FUNDING
RULES OF SECTION 412 OF THE CODE OR SECTION 302 OF ERISA, NO "ACCUMULATED
FUNDING DEFICIENCY" AS DEFINED IN SECTION 412 OF THE CODE, WHETHER OR NOT
WAIVED, HAS OCCURRED OR IS REASONABLY EXPECTED TO OCCUR; (IV) THE FAIR MARKET
VALUE OF THE ASSETS OF EACH PLAN EXCEEDS THE PRESENT VALUE OF ALL BENEFITS
ACCRUED UNDER SUCH PLAN (DETERMINED BASED ON THOSE ASSUMPTIONS USED TO FUND SUCH
PLAN); (V) NO "REPORTABLE EVENT" (WITHIN THE MEANING OF SECTION 4043(C) OF
ERISA) HAS OCCURRED FOR WHICH THE 30-DAY REPORTING REQUIREMENT HAS NOT BEEN
WAIVED; AND (VI) NONE OF THE ISSUER OR ANY MEMBER OF ITS
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CONTROLLED GROUP OR NSI OR ANY MEMBER OF ITS CONTROLLED GROUP HAS INCURRED, NOR
REASONABLY EXPECTS TO INCUR, ANY LIABILITY UNDER TITLE IV OF ERISA (OTHER THAN
CONTRIBUTIONS TO THE PLAN OR PREMIUMS TO THE PBGC, IN THE ORDINARY COURSE AND
WITHOUT DEFAULT) IN RESPECT OF A PLAN (INCLUDING A "MULTIEMPLOYER PLAN", WITHIN
THE MEANING OF SECTION 4001(A)(3) OF ERISA).
(EE)
CANADIAN BENEFIT AND PENSION PLANS. TO THE
EXTENT FAILURE TO COMPLY WITH THE FOLLOWING REPRESENTATIONS OR WARRANTIES COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT:
(I) THE CANADIAN
PENSION PLANS (AS DEFINED IN THE CREDIT AGREEMENT) ARE DULY REGISTERED IN
ACCORDANCE WITH ANY APPLICABLE LAW WHICH REQUIRES REGISTRATION AND NO EVENT HAS
OCCURRED THAT IS REASONABLY LIKELY TO CAUSE THE LOSS OF SUCH