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9. Costs and Expenses. The Borrower agrees to pay or cause to be paid on or prior to the date of execution of this First Supplemental Financing Agreement by the parties hereto, all costs and expenses of the Issuer, the Trustee, the Servicing Agent, and the Sole Holder in connection with the preparation, reproduction, execution, delivery, and recordation of this First Supplemental Financing Agreement,, and the other instruments and documents to be delivered in connection therewith. 10. Successors and Ass isms. This First Supplemental Financing Agreement shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns. 11. Law Govern ins! Construction of Indenture. This First Supplemental Financing Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Minnesota. 12. References in Documents. All references in the Documents to the Financing Agreement shall mean and include the Financing Agreement as modified by this First Supplemental Financing Agreement. All references in the Documents to terms defined in the Appendix I - Definitions shall be deemed to mean and include the terms added or modified by this First Supplemental Financing Agreement,, as the case may be. 13. ' Headi n s. Section headings in this First Supplemental Financing Agreement are included herein for convenience of reference only and shall not have any effect for purposes of interpretation or construction of the terms of this First Supplemental Financing Agreement. 14. Counterparts. This First Supplemental Financing Agreement may be signed in any number of counterparts, each of which, when executed and delivered, shall be an original; and such counterparts shall together constitute one and the same instrument with the same effect as if the signatures thereto were upon the same instrument. \# 419972 011367-0283 [Signature Pages Follow] 11