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7.1. Definitions. Terms not otherwise defined in this Agreement shall have the <br /> meanings ascribed to them, if any, under the UCC and such meanings shall <br /> automatically change at the time that any amendment to the UCC, which changes <br /> such meanings, shall become effective. <br /> 7.2. Notices. All notices under this Agreement must be in writing and will be deemed <br /> given when delivered or placed in the United States mail, registered or certified, <br /> postage prepaid, addressed to the respective party at the respective address set <br /> forth below its signature on the signature page to this Agreement. Any party may <br /> change its address for notices under this Agreement by giving written notice to <br /> the other parties. <br /> 7.3. Amendments/Waivers. This Agreement may be waived, amended, modified or <br /> terminated and the Security Interest may be released only in a writing signed by <br /> Secured Party. Any waiver signed by Secured Party will be effective only in the <br /> specific instance and for the specific purpose given. <br /> 7.4. Applicable Law. This Agreement is governed by the laws of the State of <br /> Minnesota without regard to the conflict of law principles. If any provision of <br /> this Agreement is held unlawful or unenforceable in any respect, such illegality or <br /> unenforceability will not affect other provisions or applications that can be given <br /> effect and this Agreement will be construed and enforced as if the unlawful or <br /> unenforceable provision or application had never been contained in or prescribed <br /> by this Agreement. <br /> 7.5. Caption Headings. Caption headings in this Agreement are for convenience <br /> purposes only and are not to be used to interpret or define the provisions of this <br /> Agreement. <br /> 7.6. Integration. This Agreement embodies the entire agreement and understanding <br /> among the parties relative to subject matter hereof and supersedes all prior <br /> agreements and understandings relating to such subject matter. <br /> 7.7. Successors and Assigns. This Agreement is binding upon and will inure to the <br /> benefit of the parties and their successors and assigns. <br /> 7.8. Counterparts. This Agreement may be executed in several counterparts, each of <br /> which will be an original, and all of which will constitute one and the same <br /> instrument. <br /> 5 <br /> 464432v1 EL185-33 <br />