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Attachment D ___________________ ___________________ ___________________ ____________________ ____________________ ____________________ Section 20. Governing Law. This Regulatory Agreement shall be governed by and construed in accordance with the laws and judicial decisions of the State of Minnesota, without regard to its conflicts of laws principles, except as such laws may be preempted by any federal rules, regulations, and laws. Section 21. Payment of Fees. Notwithstanding payment of the Loan, the termination of the Loan Agreement, and the defeasance or discharge of the Note, throughout the term of the Qualified Project Period, the Borrower shall continue to pay: (a) to the Fiscal Agent, its reasonable and customary fees and expenses for reviewing and, if necessary, enforcing compliance by the Borrower with the terms of this Regulatory Agreement; (b) to the Governmental Lender, reimbursement for all reasonable fees and expenses, including, but not limited to, financial advisory and legal fees and expenses necessary for the Governmental LenderÓs reviewing and, if necessary, enforcing compliance by the Borrower with the terms of this Regulatory Agreement; and (c) the fees and expenses of any entity or person designated by the Fiscal Agent or Governmental Lender to perform the review of the BorrowerÓs compliance with this Regulatory Agreement; provided that such fees and expenses are not duplicative of any fees and expenses paid under (a) and (b) above. Section 22. Limited Liability. Notwithstanding anything to the contrary in this Regulatory Agreement, it is understood and agreed by the Borrower and the Fiscal Agent that no covenant, provision or agreement of the Governmental Lender herein or in the Note or in any other document executed by the Governmental Lender in connection with the issuance, sale and delivery of the Note, or any obligation herein or therein imposed upon the Governmental Lender or breach thereof, shall give rise to a pecuniary liability of the Governmental Lender or a charge against its general credit or taxing powers or shall obligate the Governmental Lender financially in any way except with respect to the Loan Agreement and the application of revenues therefrom and the proceeds of the Note. No failure of the Governmental Lender to comply with any term, condition, covenant or agreement herein or therein shall subject the Governmental Lender to liability for any claim for damages, costs or other financial or pecuniary charges except to the extent that the same can be paid or recovered from the Loan Agreement or revenues therefrom or proceeds of the Note. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general funds or taxing powers of the Governmental Lender. In making 17 12519391v3