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<br />-3- <br />4826-7112-9417.2 <br />Section 5. Governing Law. This Agreement shall be governed by the laws of the <br />State of Minnesota and, where applicable, the laws of the United States of America. <br />Section 6. Capitalized Terms. Any capitalized terms used herein and not otherwise <br />defined shall have the meanings set forth in the Loan Agreements. <br /> <br />