Payments to Senior Creditor Do Not Reduce Junior Debt. Each Debtor
acknowledges and agrees that any payment by or on behalf of any Debtor with
respect to any Junior Debt which is paid over to Senior Creditor pursuant to the
terms and conditions hereof shall not be deemed to reduce the Junior Debt.
18. Cure of Payment Default. If a Payment Default exists at any time, Senior
Creditor agrees that any Junior Creditor may cure such Payment Default by paying
to Senior Creditor, in immediately available funds, the amount necessary to cure
such Payment Default, and Senior Creditor agrees to accept such payment from
such Junior Creditor for application to the Senior Debt. Nothing contained
herein shall be deemed to obligate Senior Creditor to notify Junior Creditor of
the existence of any Default.
19. Relationship Among Junior Creditors and Junior Agent, Waiver of Marshalling.
Each Debtor, Junior Agent and each Junior Creditor acknowledges and agrees that
Senior Creditor has no knowledge of, and shall not have any duty or
responsibility for determining, the relative rights and obligations of Junior
Agent or any Junior Creditor on one hand, to Junior Agent or any other Junior
Creditor, on the other hand, with respect to any Subordinated Debt, any
Collateral, any Subordinated Debenture Document, the Subordinated Debt Control
Account or otherwise
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Each Debtor and each Junior Creditor hereby waives any right to require
marshalling of any assets by Senior Creditor and any similar rights.
20. Confirmation of Appointment of Junior Agent. Each of the undersigned Junior
Creditors hereby designates Enable Growth Partners, LP ("EGP") as Junior Agent
under this Agreement (including for purposes of receiving notices on behalf of
each Junior Creditor), and agrees that EGP's rights, responsibilities and
immunities as Junior Agent shall be as set forth in Annex B to the Subordinated
Debenture Security Agreement.
21. CONSENT TO JURISDICTION; SERVICE OF PROCESS; NO JURY TRIAL.
(a) EACH PARTY HERETO CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT
LOCATED IN NEW YORK, NEW YORK AND WAIVES ANY OBJECTION BASED UPON
FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED
HEREUNDER. NOTHING IN THIS SECTION WILL AFFECT THE RIGHT OF SENIOR CREDITOR TO
BRING ANY ACTION OR PROCEEDING AGAINST ANY OTHER PARTY HERETO OR ITS PROPERTY IN
THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING COMMENCED BY ANY
DEBTOR OR ANY JUNIOR CREDITOR AGAINST SENIOR CREDITOR OR ANY OTHER HOLDER OF ANY
SENIOR DEBT INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT
OF, RELATED TO OR CONNECTED WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN A
UNITED STATES FEDERAL COURT OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW
YORK.
(b) EACH OF THE PARTIES REPRESENTS TO EACH OTHER PARTY HERETO THAT IT HAS
DISCUSSED THIS AGREEMENT WITH COUNSEL OF ITS CHOICE AND IS FULLY AWARE OF THE
LEGAL CONSEQUENCES AND EFFECTS HEREOF AND HAS KNOWINGLY AGREED TO THE PROVISIONS
HEREOF.
(c) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT TO