holder of Senior Debt,
this Agreement shall be reinstated; provided, further that a Permitted
Refinancing shall not be deemed to be payment in full of the Senior Debt.
16. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
17. CONSENT TO JURISDICTION. EACH SUBORDINATED CREDITOR AND EACH COMPANY HEREBY
CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE
STATE, COUNTY AND CITY OF NEW YORK AND IRREVOCABLY AGREES THAT, SUBJECT TO
SENIOR AGENT'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING
TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. EACH SUBORDINATED CREDITOR
AND EACH COMPANY EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE
AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH
SUBORDINATED CREDITOR AND EACH COMPANY 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
SUBORDINATED CREDITOR OR SUCH COMPANY AT ITS RESPECTIVE ADDRESS SET FORTH IN
THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE 10 DAYS AFTER THE SAME HAS
BEEN POSTED.
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18. WAIVER OF JURY TRIAL. EACH SUBORDINATED CREDITOR, EACH COMPANY AND SENIOR
AGENT HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE SUBORDINATED
DEBT DOCUMENTS OR ANY OF THE SENIOR DEBT DOCUMENTS. EACH SUBORDINATED CREDITOR,
EACH COMPANY AND SENIOR AGENT 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 THE SENIOR DEBT DOCUMENTS AND THAT
EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH
SUBORDINATED CREDITOR, EACH COMPANY AND SENIOR AGENT WARRANTS AND REPRESENTS
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.
19. Additional Company. Holdings shall cause any Person that becomes a Credit
Party (as defined in the Senior Credit Agreement) to execute a joinder (in form
and substance satisfactory to Senior Agent) to this Agreement to bind such
Person to this Agreement as a Company.
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IN WITNESS WHEREOF, the Initial Subordinated Creditors, the Companies and Senior
Agent have caused this Agreement to be executed as of the date first above
written.
COMPANIES: JUS-COM, INC., an Indiana corporation
By:
Name:
Title:
FTE NETWORKS, INC., a Nevada corporation
By:
Name:
Title:
UBIQ COMMUNICATIONS,
LLC, a Nevada limited liability company
By:
Name:
Title:
FOCUS VENTURE PARTNERS, INC., a Nevada corporation
By:
Name:
Title:
FTE HOLDINGS, LLC, a Nevada limited liability company
By:
Name:
Title:
FTE PROPERTIES, LLC, a Nevada limited
liability company
By:
Name:
Title:
FOCUS FIBER
SOLUTIONS, LLC, a Delaware limited