OF THIS GUARANTY OR ANY OF THE OTHER
LOAN DOCUMENTS MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN THE
COMMONWEALTH OF VIRGINIA (INCLUDING ANY FEDERAL COURT SITTING THEREIN). WITH
RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS RELATING TO THIS GUARANTY OR ANY OF
THE OTHER LOAN DOCUMENTS (EACH, A "PROCEEDING"), THE CREDIT PARTIES AND
GUARANTOR IRREVOCABLY ACCEPT, GENERALLY AND UNCONDITIONALLY, THE NON‐EXCLUSIVE
JURISDICTION OF SUCH COURTS AND ANY RELATED APPELLATE COURT AND IRREVOCABLY
(i) AGREE TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY WITH RESPECT TO THIS
AGREEMENT AND ANY OF THE OTHER LOAN DOCUMENTS AND (ii) WAIVE ANY OBJECTION ANY
OF THEM MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH PROCEEDING BROUGHT
IN SUCH A COURT OR THAT SUCH A COURT IS AN INCONVENIENT FORUM. NOTHING IN THIS
GUARANTY SHALL PRECLUDE THE CREDIT PARTIES FROM BRINGING A PROCEEDING IN ANY
OTHER JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE
JURISDICTIONS
7
PRECLUDE THE BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION. GUARANTOR
FURTHER AGREES THAT SERVICE OF PROCESS IN ANY SUCH SUIT MAY BE MADE UPON
GUARANTOR BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 13 HEREOF. IN ADDITION TO
THE COURTS OF THE COMMONWEALTH OF VIRGINIA OR ANY FEDERAL COURT SITTING THEREIN,
ANY CREDIT PARTY MAY BRING ACTION(S) FOR ENFORCEMENT ON A NONEXCLUSIVE BASIS
WHERE ANY ASSETS OF GUARANTOR EXIST AND GUARANTOR CONSENTS TO THE NONEXCLUSIVE
JURISDICTION OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING
MADE UPON GUARANTOR BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 13 HEREOF.
FURTHERMORE, THE GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, THE BENEFITS OF SECTIONS 49-25 AND 49-26 OF THE CODE OF VIRGINIA (1950), AS
AMENDED.
10.No Contest with Credit Parties; Subordination. Any indebtedness of Borrower
to Guarantor now or hereafter existing is hereby subordinated to the payment and
performance of the Obligations. Guarantor agrees that, for so long as any
Obligation remains outstanding or subject to any bankruptcy preference period or
any other possibility of disgorgement, Guarantor will not seek, accept, or
retain for its own account, any payment from Borrower on account of such
subordinated debt. Any payments to Guarantor on account of such subordinated
debt which are not otherwise permitted herein shall be collected and received by
Guarantor in trust for the Credit Parties and shall be paid over to the Credit
Parties on account of the Indebtedness without impairing or releasing the
obligations of Guarantor hereunder. Guarantor will not, by paying any sum
recoverable hereunder (whether or not demanded by the Credit Parties) or by any
means or on any other ground, claim any set-off or counterclaim against Borrower
in respect of any liability of Guarantor to Borrower or, in proceedings under
federal bankruptcy law or insolvency proceedings of any nature, prove in
competition with the Credit Parties in respect of any payment hereunder or be
entitled to have the benefit of any counterclaim or proof of claim