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Section 13. Counterparts. This Agreement may be executed simultaneously in any <br /> number of counterparts, all of which shall constitute one and the same instrument. <br /> Section 14. Governing Law. This Agreement shall be governed by and construed in <br /> accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising <br /> out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to <br /> this Agreement waive any objection to the jurisdiction of these courts, whether based on <br /> convenience or otherwise. <br /> 614738v3BL185-54 _7_ <br />