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shall occur; and the failure to exercise any such right or remedy shall in no event be construed as <br /> a waiver or release thereof. <br /> Time is of the essence hereof. <br /> This Note shall be governed by and be construed under the laws of the State of Minnesota, <br /> without regard to principles of conflicts of law. <br /> [Signature Page Follows] <br /> 3 <br /> 491716v1 EL185-46 <br />