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D. Governing Law. This Loan Agreement shall be governed by, and construed in accordance with, <br />the laws of the State of Minnesota. <br />E. Counterparts. This Loan Agreement may be executed in two or more counterparts, each of <br />which shall be deemed an original, but all of which taken together shall constitute one and the <br />same agreement. <br />F. Acknowledgements. The Borrower shall acknowledge the financial assistance provided by the <br />City and Council in promotional materials, press releases, reports and publications relating to <br />the Project. The acknowledgement should contain the following language: <br />Financing for this project was provided by the Metropolitan Council <br />Metropolitan Livable Communities Fund and the City of Ramsey. <br />Until the Project is completed, the Borrower shall ensure the above acknowledgement language, <br />or alternative language approved by the Council's authorized agent, is included on all signs <br />located at project or construction sites that identify project funding partners or entities providing <br />financial support for the project. <br />G. Limited Recourse. Except in the case of fraud or willful misconduct, neither Borrower nor any <br />partner, officer, director, shareholder, employee or agent of Borrower shall have any personal <br />liability for Borrower's obligations hereunder or under the Note or Mortgage, it being <br />recognized by the City that the obligations of Borrower hereunder and under such documents <br />are nonrecourse obligations and that the remedies of the City are limited to the security <br />provided hereunder. <br />H. Rider. The terms of the Rider to Loan Documents attached hereto, are made a part hereof, and <br />in the event of any inconsistencies, the Rider to Loan Documents shall control. <br />Master Subordination Agreement/Subordination Agreement. Borrower, Lender, Wells Fargo <br />Bank, N.A., Anoka County, and the Minnesota Housing Finance Agency have or will enter into <br />a Master Subordination Agreement which will be amended to include the Minnesota Housing <br />Finance Agency after completion of the Project ("Master Subordination Agreement"). The <br />terms of the Master Subordination Agreement have priority of this Agreement, the Note and the <br />Mortgage to the extent there are inconsistencies.] <br />(Signature pages follow.) <br />8 <br />US.113578590.01 <br />