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21. Governing Law. This Agreement shall be governed by and construed in <br />accordance with the laws of Minnesota, without giving effect to any choice or conflict of <br />law provision or rule. <br />22. Counterparts. This Agreement may be executed in two (2) or more <br />counterparts, each of which shall be an original and all of which shall constitute the same <br />agreement. <br />23. Entire Agreement. This Agreement, the Note, the Mortgage and the other <br />documents executed by Borrower and/or Lender pursuant to this Agreement contain the <br />entire agreement between the parties with respect to the subject matter hereof and <br />supersede all prior understandings and agreements, both oral and written. This <br />Agreement may be amended only in a writing signed by the parties hereto. <br />24. Fees and Expenses. Borrower agrees to pay to Lender immediately upon <br />demand all costs and expenses, including, without limitation, all attorneys fees, incurred <br />by Lender in connection with the enforcement of the Lender's rights and/or the <br />collection of any amounts which become due to Lender under this Agreement, the Note, <br />the Mortgage or the other documents executed in connection herewith; and the <br />prosecution or defense of any action in any way related to this Agreement, the Note, the <br />Mortgage or the other documents executed in connection herewith. <br />[Signature Pages follow] <br />[Remainder of page intentionally left blank.] <br />385593v3 JSB EL185-12 <br />-13- <br />