the benefit of the Subordinated Creditors as and when all or any portion thereof
shall become due and payable in accordance with its terms (except as expressly
limited hereby).
17. Persons Bound. This Agreement benefits the Senior Creditor and its
successors and assigns, and binds the undersigned, their personal
representatives, successors and assigns.
18. Defects Waived. This Agreement is effective notwithstanding any defect in
the validity or enforceability of any instrument or document evidencing the
Senior Debt.
19. Law Governing. The validity, construction and enforcement of this agreement
are governed by the internal laws of New York without regard to conflict of laws
principles.
20. No Third Party Beneficiaries. All of the understandings, agreements,
representations and warranties contained herein are solely for the benefit of
the Senior Creditor and its successors and assigns, and there are no parties
(including Borrower and the other Obligors and other
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creditors of Borrower or any Obligors) who are intended to be benefited in any
way by this Agreement.
21. Counterparts. This Agreement may be executed in counterparts.
22. CONSENT TO JURISDICTION. EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK
AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH OF THE
PARTIES HERETO EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH OF THE
PARTIES HERETO HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES
THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON IT BY CERTIFIED OR REGISTERED
MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH PARTIES AT THEIR RESPECTIVE
ADDRESSES SET FORTH IN SECTION 4.9 OF THE JUNIOR DEBENTURES AND SERVICE SO MADE
SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.
23. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH
HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL
CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH OF THE
PARTIES HERETO WARRANT AND REPRESENT THAT EACH HAS HAD THE OPPORTUNITY OF
REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
24. WAIVER OF DAMAGES. EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE MAXIMUM
EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER FROM ANY
OTHER PARTY ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.
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IN WITNESS WHEREOF, the parties hereto have executed this Subordination
Agreement as of the day and year first above written.
MEDICAL SOLUTIONS MANAGEMENT INC.,
as Borrower
/s/ Brian Lesperance
Brian