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Attachment D the agreements, provisions and covenants set forth herein, the Governmental Lender has not obligated itself except with respect to the Loan Agreement and the application of revenues thereunder as therein provided. The Note constitutes a special, limited obligation of the Governmental Lender, payable solely from the revenues pledged to the payment thereof pursuant to the Loan Agreement and the Related Documents, and do not now and shall never constitute an indebtedness or a loan of the credit of the Governmental Lender, the State of Minnesota or any political subdivision thereof or a charge against the Governmental LenderÓs general taxing powers within the meaning of any constitutional or statutory provision whatsoever. It is further understood and agreed by the Borrower and the Fiscal Agent that the Governmental Lender shall incur no pecuniary or moral liability hereunder and shall not be liable for any expenses related hereto. If, notwithstanding the provisions of this Section, the Governmental Lender incurs any expense, or suffers any losses, claims or damages or incurs any liabilities, the Borrower will indemnify and hold harmless the Governmental Lender from the same and will reimburse the Governmental Lender for any legal or other expenses incurred by the Governmental Lender in relation thereto, and this covenant to indemnify, hold harmless and reimburse the Governmental Lender shall survive delivery of and payment for the Note. Section 23. Actions of Governmental Lender. The Governmental Lender shall be entitled to rely conclusively on an opinion of counsel in the exercise or non-exercise of any of the rights or powers vested in the Governmental Lender by virtue of this Regulatory Agreement or any other agreement or instrument executed in connection with the issuance of the Note; it being the intent of the parties hereto that the Governmental Lender, and any and all present and future trustees, members, commissioners, officers, employees, attorneys, and agents of the Governmental Lender shall not incur any financial or pecuniary liability for the exercise or non-exercise of any rights or powers vested in the Governmental Lender by this Regulatory Agreement or any other instrument or agreement executed in connection with the issuance of the Note; or for the performance or nonperformance of any obligation under, or the failure to assert any right, power, or privilege under this Regulatory Agreement, the Note, the Loan Agreement, or any other instrument or agreement executed in connection with the issuance of the Note. If the Governmental LenderÓs consent or approval is required under this Regulatory Agreement, or any other agreement or instrument executed in connection with the issuance of the Note, the Governmental Lender shall be entitled to rely conclusively on an opinion of counsel and shall not be responsible for any loss or damage resulting from any action or inaction in reliance upon such opinion. Section 24. Counterparts. This Regulatory Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Regulatory Agreement, and, in making proof of this Regulatory Agreement, it shall not be necessary to produce or account for more than one such counterpart. Section 25. Recording and Filing. Prior to any advance of the proceeds of the Note under Section 2 of the Disbursing Agreement, the Borrower shall cause this Regulatory Agreement and all amendments and supplements hereto and thereto to be recorded and filed in the real property records of the County, the State, and in such other places as the Governmental Lender or the Fiscal Agent may reasonably request. The Borrower shall pay all fees and charges incurred in connection with any such recording. 18 12519391v3