TERMINATED. THE PROVISIONS OF SECTIONS 2.16, 2.17, 2.18 AND 9.03
AND ARTICLE VIII SHALL SURVIVE AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OF THE
LOANS AND THE BAS, THE EXPIRATION OR TERMINATION OF THE LETTERS OF CREDIT AND
THE REVOLVING COMMITMENTS OR THE TERMINATION OF THIS AGREEMENT OR ANY PROVISION
HEREOF.
SECTION 9.06. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS AND ANY SEPARATE LETTER AGREEMENTS WITH RESPECT TO FEES
PAYABLE TO THE ADMINISTRATIVE AGENT OR ANY ISSUING BANK CONSTITUTE THE ENTIRE
CONTRACT AMONG THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE
ANY AND ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, RELATING TO
THE SUBJECT MATTER HEREOF. EXCEPT AS PROVIDED IN SECTION 4.01, THIS AGREEMENT
SHALL BECOME EFFECTIVE WHEN IT SHALL HAVE BEEN EXECUTED BY THE ADMINISTRATIVE
AGENT AND WHEN THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COUNTERPARTS HEREOF
THAT, WHEN TAKEN TOGETHER, BEAR THE SIGNATURES OF EACH OF THE OTHER PARTIES
HERETO, AND THEREAFTER SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
PARTIES THERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. DELIVERY OF AN
EXECUTED COUNTERPART OF A SIGNATURE PAGE OF THIS AGREEMENT BY FACSIMILE OR OTHER
ELECTRONIC IMAGING MEANS SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
COUNTERPART OF THIS AGREEMENT.
SECTION 9.07. SEVERABILITY. ANY PROVISION OF THIS AGREEMENT HELD TO BE INVALID,
ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY
WITHOUT AFFECTING THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING
PROVISIONS HEREOF; AND THE INVALIDITY OF A PARTICULAR PROVISION IN A PARTICULAR
JURISDICTION SHALL NOT INVALIDATE SUCH PROVISION IN ANY OTHER JURISDICTION.
SECTION 9.08. RIGHT OF SETOFF. IF AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE
CONTINUING, EACH LENDER AND EACH OF ITS AFFILIATES IS HEREBY AUTHORIZED AT ANY
TIME AND FROM TIME TO TIME, TO THE FULLEST EXTENT PERMITTED BY LAW, TO SET OFF
AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL
OR FINAL) AT ANY TIME HELD AND OTHER OBLIGATIONS AT ANY TIME OWING BY SUCH
LENDER OR AFFILIATE TO OR FOR THE CREDIT OR THE ACCOUNT OF EITHER BORROWER
AGAINST ANY OF AND ALL THE OBLIGATIONS THEN DUE OF SUCH BORROWER NOW OR
HEREAFTER EXISTING UNDER THIS AGREEMENT HELD BY SUCH LENDER, IRRESPECTIVE OF
WHETHER OR NOT SUCH LENDER SHALL HAVE MADE ANY DEMAND UNDER THIS
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AGREEMENT. THE RIGHTS OF EACH LENDER UNDER THIS SECTION ARE IN ADDITION TO OTHER
RIGHTS AND REMEDIES (INCLUDING OTHER RIGHTS OF SETOFF) WHICH SUCH LENDER
MAY HAVE.
SECTION 9.09. GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. (A)
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
THE STATE OF NEW YORK.
(B)
EACH OF SYMMETRY AND THE BORROWERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
SUPREME COURT OF THE STATE OF NEW YORK SITTING