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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 theSecurity 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 />477333v4 EL185-40 <br /> <br />