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9 Subordination Agreement 4917-4736-5298 20. Severability. In case any one or more of the provisions contained in this Agreement, or any application thereof, shall be invalid, illegal or unenforceable in any respect, the validity, legality and other application thereof, shall not in any way be affected or impaired thereby. 21. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Minnesota, without giving effect to its conflict of laws principles. 22. Captions. Captions and headings in this Agreement are for convenience of reference only and shall not define, expand or limit the provisions hereof. 23. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 24. Integration. This Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, relating thereto. 25. Obligors Unaffected. Notwithstanding that the Borrower is a party hereto and anything to the contrary contained herein, this Agreement shall not be deemed or interpreted so as to limit or expand or otherwise modify the rights and remedies of Senior Lender under the Senior Loan Documents or Subordinate Lender under the Subordinate Loan Documents insofar as they relate to the Borrower or any other obligor, or to diminish or change the obligations of, the Borrower or any other obligor under any of the foregoing. 26. Duties, Immunities and Liabilities of Senior Lender. Article VII of the Funding Loan Agreement is hereby made applicable to this Agreement as if this Agreement were (solely for this purpose) contained in the Funding Loan Agreement and the Senior Lender shall be entitled to the same protections, limitations from liability and indemnities afforded the Fiscal Agent thereunder. The Fiscal Agent shall have only such duties as are specifically set forth in this Agreement, and the Borrower and Subordinate Lender agree, to the extent permitted by applicable law, to indemnify and save the Senior Lender, their officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of their rights, obligations, powers and duties hereunder, including the costs and expenses (including reasonable attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Senior Lender’s negligence or willful misconduct. No provision of this Agreement shall require the Senior Lender to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers. 27. Definitions. Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the Funding Loan Agreement or the Borrower Loan Agreement, as applicable. [The remainder of this page is left blank intentionally.]