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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. Governine 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 />614738v3EL185-54 -7- <br />