attorneys, and assigns.
This indemnity will
survive repayment of the Borrower's obligations to the Bank.
All sums due to
the Bank hereunder shall be obligations of the Borrower, due and payable
immediately without demand.
12.8 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of
the State of Maryland.
The Ex-Im Line is a "commercial loan" within the meaning
of such term as it is defined in Section 12-101(c) and 12-103(e) of the
Commercial Law Article, Annotated Code of Maryland.
To the extent that the Bank
has greater rights or remedies under federal law, whether as a national bank or
otherwise, this paragraph shall not be deemed to deprive the Bank of such rights
and remedies as may be available under federal law.
26
12.9 Consent to Jurisdiction.
TO INDUCE THE BANK TO ACCEPT THIS AGREEMENT, THE BORROWER IRREVOCABLY AGREES
THAT, SUBJECT TO THE BANK'S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR
PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE
LITIGATED IN STATE OR FEDERAL COURTS HAVING SITUS IN BALTIMORE, MARYLAND.
THE
BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL
COURT LOCATED WITHIN BALTIMORE, MARYLAND, WAIVES PERSONAL SERVICE OF PROCESS
UPON THE BORROWER, AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY
REGISTERED MAIL DIRECTED TO THE BORROWER AT THE ADDRESS STATED ON THE SIGNATURE
PAGE HEREOF AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL
RECEIPT.
IN ADDITION, THE BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST
EXTENT PERMITTED BY LAW ANY DEFENSE ASSERTING AN INCONVENIENT FORUM IN
CONNECTION THEREWITH.
12.10 Waiver of Jury Trial.
THE BORROWER AND THE BANK EACH WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (A) UNDER THIS AGREEMENT OR ANY
RELATED AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THIS
AGREEMENT OR (B) ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION
WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY.
THIS WAIVER IS KNOWINGLY, WILLINGLY AND
VOLUNTARILY MADE.
THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY CLAIM AGAINST
THE BANK OR ANY OTHER PERSON INDEMNIFIED UNDER THIS AGREEMENT ON ANY THEORY OF
LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.
12.11 CONFESSION OF JUDGMENT.
THE BORROWER AUTHORIZES ANY ATTORNEY ADMITTED TO PRACTICE BEFORE ANY COURT OF
RECORD IN THE UNITED STATES TO APPEAR ON BEHALF OF THE BORROWER IN ANY COURT IN
ONE OR MORE PROCEEDINGS, OR BEFORE ANY CLERK THEREOF OR PROTHONOTARY OR OTHER
COURT OFFICIAL, AND TO CONFESS JUDGMENT AGAINST THE BORROWER IN FAVOR OF THE
HOLDER OF THIS AGREEMENT IN THE FULL AMOUNT DUE UNDER THIS AGREEMENT (INCLUDING
PRINCIPAL, ACCRUED INTEREST AND ANY AND ALL CHARGES, FEES AND COSTS) PLUS
ATTORNEYS' FEES EQUAL TO FIFTEEN PERCENT (15%) OF THE