(III)
ALL INDEBTEDNESS OF SYMMETRY AND POST
TRANSACTION SUBSIDIARIES THAT IS OWING TO NOVAMERICAN STEEL SHALL BE EVIDENCED
BY A PROMISSORY NOTE OR PROMISSORY NOTES AND SHALL HAVE BEEN PLEDGED PURSUANT TO
THE CANADIAN COLLATERAL AGREEMENT AND CANADIAN COLLATERAL AGENT FOR THE BENEFIT
OF THE ISSUER SHALL HAVE RECEIVED ALL SUCH PROMISSORY NOTES, TOGETHER WITH
INSTRUMENTS OF TRANSFER WITH RESPECT THERETO ENDORSED IN BLANK, IN EACH CASE TO
THE EXTENT REQUIRED THEREBY.
(IV)
ALL DOCUMENTS AND INSTRUMENTS, INCLUDING PPSA
OR OTHER PERSONAL PROPERTY SECURITY REGISTRY FINANCING STATEMENTS OR
APPLICATIONS FOR REGISTRATION, REQUIRED BY LAW TO BE FILED, REGISTERED OR
RECORDED TO CREATE THE LIENS INTENDED TO BE CREATED BY THE CANADIAN SECURITY
AGREEMENTS AND PERFECT SUCH LIENS TO THE EXTENT REQUIRED BY, AND WITH THE
PRIORITY REQUIRED BY, THE CANADIAN SECURITY AGREEMENTS, SHALL HAVE BEEN FILED,
REGISTERED OR RECORDED OR DELIVERED TO THE CANADIAN COLLATERAL AGENT FOR THE
BENEFIT OF THE ISSUER FOR FILING, REGISTRATION OR RECORDING.
(V)
EACH OF THE ISSUER AND NOVAMERICAN STEEL
SHALL HAVE OBTAINED ALL MATERIAL CONSENTS AND APPROVALS REQUIRED TO BE OBTAINED
BY IT IN CONNECTION WITH THE EXECUTION AND DELIVERY OF ALL CANADIAN SECURITY
AGREEMENTS TO WHICH IT IS A PARTY, THE PERFORMANCE OF ITS OBLIGATIONS THEREUNDER
AND THE GRANTING BY IT OF THE LIENS THEREUNDER.
(VI)
THE ISSUER SHALL HAVE RECEIVED
(A) COUNTERPARTS OF A CANADIAN MORTGAGE WITH RESPECT TO EACH CANADIAN MORTGAGED
PROPERTY DULY EXECUTED AND DELIVERED BY THE REGISTERED OWNER OF SUCH CANADIAN
MORTGAGED PROPERTY, (B) A POLICY OR POLICIES OF TITLE INSURANCE BY A NATIONALLY
RECOGNIZED TITLE INSURANCE COMPANY INSURING THE CHARGE OF EACH SUCH CANADIAN
MORTGAGED PROPERTY AS A VALID FIRST-PRIORITY CHARGE ON THE CANADIAN MORTGAGED
PROPERTY DESCRIBED THEREIN, FREE OF ANY OTHER ENCUMBRANCES (BUT SUBJECT TO LIENS
OR OTHER ENCUMBRANCES FOR WHICH EXCEPTIONS ARE TAKEN IN THE POLICIES OF TITLE
INSURANCE DELIVERED IN RESPECT OF THE CANADIAN MORTGAGED PROPERTIES AND SUBJECT
TO LIENS PERMITTED UNDER THE INDENTURE AND THE CANADIAN COLLATERAL AGREEMENT),
TOGETHER WITH SUCH ENDORSEMENTS, COINSURANCE AND REINSURANCE AS THE ISSUER
MAY REASONABLY REQUEST, AND (C) SUCH SURVEYS, ABSTRACTS, APPRAISALS, LEGAL
OPINIONS AND OTHER DOCUMENTS AS THE ISSUER MAY REASONABLY REQUEST WITH RESPECT
TO ANY SUCH CANADIAN MORTGAGE OR CANADIAN MORTGAGED PROPERTY.
(VII)
ALL FILING FEES, TAXES AND OTHER AMOUNTS PAYABLE
IN CONNECTION WITH THE FILINGS, RECORDINGS, REGISTRATIONS AND OTHER ACTIONS
DESCRIBED IN CLAUSES (I) THROUGH (VI) ABOVE SHALL HAVE BEEN PAID OR PAYMENT BY
NOVAMERICAN STEEL PROVIDED FOR TO THE REASONABLE SATISFACTION OF THE
REPRESENTATIVE AND THE CANADIAN COLLATERAL AGENT.
(R)
PERFECTION CERTIFICATE. ON OR PRIOR TO
THE CLOSING DATE, THE REPRESENTATIVE SHALL HAVE RECEIVED (I) A COMPLETED
PERFECTION CERTIFICATE IN THE FORM ATTACHED TO THE COLLATERAL AGREEMENT TO BE
DATED AS OF THE CLOSING DATE (THE "PERFECTION CERTIFICATE"), EXECUTED BY AN
EXECUTIVE OFFICER OF SYMMETRY, THE ISSUER AND NOVAMERICAN STEEL, TOGETHER WITH
ALL ATTACHMENTS CONTEMPLATED THEREBY, WHICH SHALL BE CORRECT AND COMPLETE AS OF
THE CLOSING DATE, AND (II) THE
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RESULTS OF LIEN SEARCHES, CONDUCTED BY A SEARCH SERVICE REASONABLY SATISFACTORY
TO THE