OF THE SENIOR
AGENT, ANY SENIOR OBLIGATIONS, ANY SENIOR SECURED PARTY, THE JUNIOR AGENT, ANY
JUNIOR OBLIGATIONS OR ANY JUNIOR SECURED PARTY IN RESPECT OF THIS AGREEMENT; OR
(F)
ANY CIRCUMSTANCE THAT MIGHT CONSTITUTE A DEFENSE AVAILABLE TO, OR A
DISCHARGE OF, SYMMETRY, ANY OTHER GRANTOR OR THE CANADIAN BORROWER IN RESPECT OF
THE REVOLVING CREDIT AGENT, THE CANADIAN REVOLVING CREDIT OBLIGATIONS, ANY
SECURITY INTEREST IN THE CANADIAN ABL ASSETS SECURING THE CANADIAN REVOLVING
CREDIT OBLIGATIONS, ANY REVOLVING CREDIT SECURED PARTY, THE SENIOR NOTES AGENT
OR THE CANADIAN INTERCOMPANY NOTES.
34
ARTICLE VIII
Miscellaneous.
SECTION 8.01. CONFLICTS. IN THE EVENT OF ANY EXPRESS CONFLICT BETWEEN THE
PROVISIONS OF THIS AGREEMENT AND THE PROVISIONS OF THE SENIOR CREDIT DOCUMENTS,
THE JUNIOR CREDIT DOCUMENTS OR THE CANADIAN INTERCOMPANY NOTES DOCUMENTS, THE
PROVISIONS OF THIS AGREEMENT SHALL GOVERN AND CONTROL.
SECTION 8.02. EFFECTIVENESS; CONTINUING NATURE OF THIS AGREEMENT; SEVERABILITY.
THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN EXECUTED AND DELIVERED BY THE PARTIES
HERETO. THIS IS A CONTINUING AGREEMENT OF LIEN SUBORDINATION, AND THE SENIOR
SECURED PARTIES MAY CONTINUE, AT ANY TIME AND WITHOUT NOTICE TO THE JUNIOR AGENT
OR ANY JUNIOR SECURED PARTY, TO EXTEND CREDIT AND OTHER FINANCIAL ACCOMMODATIONS
AND LEND MONIES TO OR FOR THE BENEFIT OF SYMMETRY OR ANY GRANTOR CONSTITUTING
SENIOR OBLIGATIONS IN RELIANCE HEREON. THE JUNIOR AGENT, ON BEHALF OF ITSELF AND
THE JUNIOR SECURED PARTIES, HEREBY WAIVES ANY RIGHT IT OR ANY OF THEM MAY HAVE
UNDER APPLICABLE LAW TO REVOKE THIS AGREEMENT OR ANY OF THE PROVISIONS HEREOF.
THE TERMS OF THIS AGREEMENT SHALL SURVIVE, AND SHALL CONTINUE IN FULL FORCE AND
EFFECT, IN ANY INSOLVENCY OR LIQUIDATION PROCEEDING. ANY PROVISION OF THIS
AGREEMENT THAT IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL NOT
INVALIDATE THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION. ALL REFERENCES TO
SYMMETRY OR ANY OTHER GRANTOR SHALL INCLUDE SYMMETRY OR SUCH GRANTOR AS DEBTOR
AND DEBTOR-IN-POSSESSION AND ANY RECEIVER OR TRUSTEE FOR SYMMETRY OR ANY OTHER
GRANTOR (AS THE CASE MAY BE) IN ANY INSOLVENCY OR LIQUIDATION PROCEEDING.
SECTION 8.03. AMENDMENTS; WAIVERS. NO AMENDMENT OF ANY OF THE PROVISIONS OF THIS
AGREEMENT SHALL BE EFFECTIVE UNLESS THE SAME SHALL BE IN WRITING AND SIGNED ON
BEHALF OF EACH PARTY HERETO OR ITS AUTHORIZED AGENT AND EACH WAIVER, IF ANY,
SHALL BE A WAIVER ONLY WITH RESPECT TO THE SPECIFIC MATTER INVOLVED AND SHALL IN
NO WAY IMPAIR THE RIGHTS OF THE PARTIES MAKING SUCH WAIVER OR THE OBLIGATIONS OF
THE OTHER PARTIES TO SUCH PARTY IN ANY OTHER RESPECT OR AT ANY OTHER TIME.
NOTWITHSTANDING THE FOREGOING, NEITHER SYMMETRY NOR ANY OTHER GRANTOR SHALL NOT
HAVE ANY RIGHT TO CONSENT TO OR APPROVE ANY AMENDMENT OF ANY PROVISION OF THIS
AGREEMENT (AND ITS SIGNATURE THERETO SHALL NOT BE REQUIRED) EXCEPT TO THE EXTENT
ITS RIGHTS OR OBLIGATIONS ARE AFFECTED; PROVIDED THAT SYMMETRY SHALL BE PROVIDED
WITH WRITTEN NOTICE OF ALL AMENDMENTS OF ANY PROVISION