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If to Lender: <br />Stilwell Holdings, LLC <br />Attention: Michael Stilwell <br />Economic Development Authority of the City of Elk River <br />13065 Orono Parkway <br />Elk River, Minnesota 55330 <br />Attri. Director of Economic Development <br />or addressed to any such party at such other address as such party shall hereafter furnish by <br />notice to the other party. Any notice delivered personally to Borrower shall be delivered to, an <br />officer of Borrower, and any notice delivered personally to Lender shall be delivered to an <br />officer of Lender at the address for Lender for the mailing of notices. Either party may change its <br />address for the giving of notices by giving the other party at least ten (10) days' notice in the <br />manner provided above. <br />18. Headings, The headings used in this Agreement are for convenience only and do <br />not define, limit or construe the contents of this Agreement. <br />19. Bindings on Successors and Asg&,,ns. Subject to the limitations on transfer <br />contained in this Agreement, this Agreement shall be binding upon and inure to the benefit of the <br />successors and assigns of the parties hereto. <br />20. 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 law <br />provision or rule. <br />21. Counterparts. This Agreement may be executed in two (2) or more counterparts, <br />each of which shall be an original and all of which shall constitute the carne agreement. <br />22. Entire Agreemen . This Agreement, the Note, the Security Agreement and the <br />other 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 supersede all <br />prior understandings and agreements, both oral and written. This Agreement may be amended <br />only in a writing signed by the parties hereto. <br />23. Fees and Expenses. Borrower agrees to pay to Lender immediately upon demand <br />all costs and expenses, including, without limitation, all attorneys' fees, incurred by Lender in <br />connection with the enforcement of the Lender's rights and/or the collection of any amounts <br />which become due to Lender under this Agreement, the Note, the Security Agreement or the <br />other documents executed in connection herewith; and the prosecution or defense of any action <br />in any way related to this Agreement, the Note, the Security Agreement or the other documents <br />executed in connection herewith. <br />9 <br />473881v ELI 85-39 <br />