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Mortgage, Assignment of Rents, Security Agreement and Fixture Filing Page 31 9.8 Consent to Jurisdiction. The Borrower submits and consents to personal jurisdiction of the Courts of the State of Minnesota and Courts of the United States of America sitting in such State for the enforcement of this instrument and waives any and all personal rights under the laws of any state or the United States of America to object to jurisdiction in the State of Minnesota. Litigation may be commenced in any state court of general jurisdiction for the State of Minnesota or the United States District Court located in that state, at the election of the Governmental Lender. Nothing contained herein shall prevent Governmental Lender from bringing any action against any other party or exercising any rights against any security given to Governmental Lender or against the Borrower personally, or against any property of the Borrower, within any other state, including without limitation the State of Minnesota. Commencement of any such action or proceeding in any other state shall not constitute a waiver of consent to jurisdiction or of the submission made by the Borrower to personal jurisdiction within the State of Minnesota. 9.9 Indemnity. Borrower agrees to indemnify and hold harmless, and on demand defend (provided Governmental Lender shall have the right to employ separate counsel in any action at the expense of Borrower), any of the Indemnified Parties for any loss or expense which may arise or be created by the acceptance in good faith by the Governmental Lender of instructions for making the Loan or disbursing the proceeds thereof. Borrower further agrees to defend (provided Governmental Lender shall have the right to employ separate counsel in any action at the expense of Borrower), protect, indemnify, and hold harmless any of the Indemnified Parties from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind, and arising at any time, based on the Loan, the Financing Documents, or the use or intended use of the proceeds of the Loan, the Governmental Lender’s performance or administration of the Loan, or otherwise on account of the Loan. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, THE GOVERNMENTAL LENDER SHALL BE INDEMNIFIED BY THE BORROWER WITH RESPECT TO LIABILITIES ARISING FROM THE GOVERNMENTAL LENDER'S OWN GROSS NEGLIGENCE, NEGLIGENCE OR BREACH OF CONTRACTUAL DUTY, BUT NOT FOR ANY LIABILITIES ARISING FROM THE GOVERNMENTAL LENDER'S OWN BAD FAITH, FRAUD OR WILLFUL MISCONDUCT. The obligations of Borrower under this Section shall survive any termination of any of the Financing Documents, including this Security Instrument. 9.10 Amendment/Modification. Any amendment to or modification of this Security Instrument shall be made in writing by and between Borrower and Governmental Lender. No oral waiver, amendment, or modification may be implied and the same must be executed by Borrower and Governmental Lender. 9.11 Waiver of Jury Trial. TO THE MAXIMUM EXTENT ALLOWABLE BY APPLICABLE LAW, THE PARTIES TO THIS INSTRUMENT WAIVE(S) TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH ANY PARTIES TO THIS INSTRUMENT ARE INVOLVED DIRECTLY OR INDIRECTLY AND ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS INSTRUMENT OR THE RELATIONSHIP ESTABLISHED