INCLUDED IN THE INFORMATION MEMORANDUM (WHICH ASSUMPTIONS
ARE BELIEVED BY SYMMETRY AND THE BORROWERS ON THE DATE HEREOF TO BE REASONABLE),
(II) IS BASED ON THE BEST INFORMATION REASONABLY AVAILABLE TO SYMMETRY AND THE
BORROWERS ON THE DATE HEREOF AFTER DUE INQUIRY, (III) ACCURATELY REFLECTS IN ALL
MATERIAL RESPECTS ALL ADJUSTMENTS NECESSARY TO GIVE EFFECT TO THE TRANSACTIONS
AND (IV) PRESENTS FAIRLY, IN ALL MATERIAL RESPECTS, THE PRO FORMA FINANCIAL
POSITION OF SYMMETRY AND ITS CONSOLIDATED SUBSIDIARIES AS OF SEPTEMBER 30, 2007,
AND THE PRO FORMA RESULTS OF OPERATIONS OF SYMMETRY FOR THE PERIOD REFERRED
ABOVE, AS IF THE TRANSACTIONS HAD OCCURRED AS OF THE DATES REFERRED TO ABOVE.
(C)
EXCEPT AS DISCLOSED IN THE FINANCIAL STATEMENTS REFERRED TO ABOVE OR THE
NOTES THERETO OR IN THE INFORMATION MEMORANDUM, AFTER GIVING EFFECT TO THE
TRANSACTIONS, NONE OF SYMMETRY, THE BORROWERS OR THE OTHER SUBSIDIARIES HAS, AS
OF THE EFFECTIVE DATE, ANY MATERIAL CONTINGENT LIABILITIES, UNUSUAL LONG-TERM
COMMITMENTS OR UNREALIZED LOSSES.
(D)
SINCE NOVEMBER 25, 2006, THERE HAS BEEN (I) NO MATERIAL ADVERSE CHANGE IN
THE BUSINESS, ASSETS, OPERATIONS, PROSPECTS OR CONDITION, FINANCIAL OR
OTHERWISE, OF SYMMETRY, THE BORROWERS AND THE OTHER SUBSIDIARIES, TAKEN AS A
WHOLE, AND (II) NO "MATERIAL ADVERSE CHANGE" AS SUCH TERM IS DEFINED IN THE
ARRANGEMENT AGREEMENT IN RESPECT OF NOVAMERICAN AND ITS SUBSIDIARIES.
78
SECTION 3.05. PROPERTIES. (A)
EACH OF SYMMETRY, THE BORROWERS AND THE OTHER
SUBSIDIARIES HAS GOOD TITLE TO, OR VALID LEASEHOLD INTERESTS IN, ALL ITS REAL
AND PERSONAL PROPERTY MATERIAL TO ITS BUSINESS (INCLUDING ITS MORTGAGED
PROPERTIES), EXCEPT FOR MINOR DEFECTS IN TITLE THAT DO NOT INTERFERE WITH ITS
ABILITY TO CONDUCT ITS BUSINESS AS CURRENTLY CONDUCTED OR TO UTILIZE SUCH
PROPERTIES FOR THEIR INTENDED PURPOSES.
(B)
EACH OF SYMMETRY, THE BORROWERS AND THE OTHER SUBSIDIARIES OWNS, OR IS
LICENSED TO USE, ALL TRADEMARKS, TRADENAMES, COPYRIGHTS, PATENTS AND OTHER
INTELLECTUAL PROPERTY MATERIAL TO ITS BUSINESS, AND THE USE THEREOF BY SYMMETRY,
THE BORROWERS AND THE OTHER SUBSIDIARIES DOES NOT INFRINGE UPON THE RIGHTS OF
ANY OTHER PERSON, EXCEPT FOR ANY SUCH INFRINGEMENTS THAT, INDIVIDUALLY OR IN THE
AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE
EFFECT.
(C)
SCHEDULE 3.05 SETS FORTH THE ADDRESS OF EACH REAL PROPERTY THAT IS OWNED OR
LEASED BY SYMMETRY, EITHER BORROWER OR ANY OTHER SUBSIDIARY AS OF THE EFFECTIVE
DATE AFTER GIVING EFFECT TO THE TRANSACTIONS, AND IDENTIFIES EACH OF SUCH REAL
PROPERTIES THAT IS A MORTGAGED PROPERTY, IF ANY.
(D)
AS OF THE EFFECTIVE DATE, NONE OF SYMMETRY, THE BORROWERS OR THE OTHER
SUBSIDIARIES HAS RECEIVED NOTICE OF, OR HAS KNOWLEDGE OF, ANY PENDING OR
CONTEMPLATED CONDEMNATION PROCEEDING AFFECTING ANY MORTGAGED PROPERTY OR ANY
SALE OR DISPOSITION THEREOF IN LIEU OF CONDEMNATION. AS OF THE EFFECTIVE DATE,
NEITHER ANY MORTGAGED PROPERTY NOR ANY INTEREST THEREIN IS SUBJECT TO ANY RIGHT
OF FIRST REFUSAL, OPTION OR OTHER CONTRACTUAL RIGHT TO PURCHASE SUCH MORTGAGED
PROPERTY OR INTEREST THEREIN.
SECTION 3.06. LITIGATION AND ENVIRONMENTAL MATTERS. (A)
THERE ARE NO ACTIONS,
SUITS OR PROCEEDINGS BY