6E(3) Blackthorn Golf Course Financing Agreement

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existing in favor of the Secured Party. Section 9.2. Governing Law. This Agreement and all rights and obligations hereunder, including matters of construction, validity and perfoitinance, shall be governed by the Unifo~-~n Commercial Code and other applicable laws of the State of Indiana, without regard to conflict of law principles, except to the extent that federal law or the law of any other state or jurisdiction necessarily governs perfection or the effect of perfection or nonperfection of the security interests of the Secured Party in the Collateral. Section 9.3. Severability. Whenever possible each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition without invalidating the remainder of such provision or the remaining provisions of this Agreement. The Boi-~-ower recognizes that the Secured Party has relied on this Agreement in extending credit to the Borrower and agrees that such reliance by the Secured Party shall be sufficient consideration for this Agreement. Section 9.4. Binding on Successors. The rights and privileges of the Secured Party shall inure to the benefit of its respective successors and assigns. Section 9.5. Chattel Mortgage. This Agreement shall also constitute a chattel mortgage and an assignment of rents. Section 9.6. Consent to Jurisdiction. THE BORROWER AND THE SECURED PARTY BY ACCEPTANCE HEREOF EACH HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN ST. JOSEPH COUNTY, INDIANA. ALL SERVICE OF PROCESS MAY BE MADE BY MESSENGER, CERTIFIED MAIL, RETURN RECEIPT REQUESTED OR BY REGISTERED MAIL DIRECTED TO THE BORROWER OR THE SECURED PARTY AT THE ADDRESS INDICATED OPPOSITE OR BELOW ITS SIGNATURE TO THE LOAN AGREEMENT, AND THE BORROWER AND THE SECURED PARTY OTHERWISE WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS MADE UPON IT. THE BORROWER AND THE SECURED PARTY EACH HEREBY WAIVE ANY OBJECTION WHICH IT MAY HAVE TO ANY PROCEEDING COMMENCED IN A FEDERAL OR STATE COURT LOCATED WITHIN ST. JOSEPH COUNTY, INDIANA, BASED UPON IMPROPER VENUE OR FORUM NON CONVENIENS. NOTHING CONTAINED IN THIS SECTION SHALL AFFECT THE RIGHT OF EITHER PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING ANY ACTION OR PROCEEDING AGAINST THE OTHER PARTY OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION. Section 9.7. Waiver of Jurv Trial. THE BORROWER AND THE SECURED PARTY BY ACCEPTANCE HEREOF, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT 14