6E(3) Blackthorn Golf Course Financing Agreement

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Section 3.2. Prior Combinations. The business of the Borrower has never been conducted as a partnership, limited liability company, or proprietorship; no entity has merged into the Borrower or has been consolidated with the Borrower; and no entity has sold substantially all of its assets to the Bon-ower or sold assets to the Borrower outside the ordinary course of such entity's business. Section 3.3. Chief Executive Office and Other Locations. The Borrower's chief executive office address is: Blackthorn Golf Course 227 West Jefferson Blvd. Suite 1200 South Bend, Indiana 46601 Section 3.4. Title to Collateral. Subject to Permitted Encumbrances: (a) all Collateral is lawfully owned by the Bon-ower, fi-ee and clear of any prior secw•ity interest, pledge, sale, assignment, transfer, consignment an-angement or agreement or other encumbrance; (b) the Bon•ower bas the unencwnbered right to pledge, sell, assign or transfer the Collateral to the Secured Party and to subject the Collateral to the security interest in favor of the Secured Party herein; (c) no financing statement covering all or any portion of the Collateral is on file in any public office other than in favor of the Secured Party; and (d) the security interest herein constitutes a legal and valid, first priority security interest in the Collateral. Section 3.5. Payment of Obligations. Debtor will pay its obligations to secured party promptly when due. Debtor will also repay to secured party immediately and without demand, all of the expenses incun•ed by secured party, including reasonable attorney's fees and legal expenses, which the secured party incurs under this agreement, together with interest at the highest legal rate from the date of expenditure. Section 3.6. Representations Re~ardin~ Contracts and Leases. All leases of real or personal property and all contracts to which the Borrower purports to be party are in full force and effect. To the best of the Bo~7-ower's knowledge, no Person is challenging or disputing the validity or enforceability of any such leases or contracts, and the Bon-ower is not in material default under any such leases or contracts. Section 3.7. Representations Reaardin~ Equipment and Inventory. Schedule 3.8 is a true and coi7•ect list of all locations where Equipment and Inventory of the Bon•ower is located (except Inventory in transit) and all locations where Equipment and Inventory of the Boi7-ower have been located in the four (4) months immediately preceding the date of this Agreement. Schedule 3.8 sets forth all locations at which Equipment and Fixtures of the Bon-ower are located and the name and owner of record of the real estate at each location if the Bon•ower is not the owner of record. The Borrower has not purchased any Inventory in a transaction subject to the bulk transfer laws of any state or otherwise outside the ordinary course of business of the seller of the Inventory. If Inventory is represented or covered by Documents, the Bon-ower is the owner of the Docwuents free of all encumbrances and security interests other than the Secured Party's and warehousemen's charges, if any, not delinquent. 3