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13 <br />of Minnesota. This Agreement shall, therefore, be governed by Minnesota law without <br />giving effect to the principles of conflicts of law. <br /> <br /> 18. Offsets, Counterclaims, and Defenses. Pledgor hereby knowingly <br />waives the right to assert any counterclaim, other than a compulsory counterclaim, in any <br />action or proceeding brought against him (it) by Lender. Any assignee of the Loan <br />Documents or any successor of Lender shall take the same, free and clear of all offsets, <br />counterclaims, or defenses which are unrelated to the Loan Documents which Pledgor <br />may otherwise have against any assignor of the Loan Documents, and no such unrelated <br />counterclaim or defense shall be interposed or asserted by Pledgor in any action or <br />proceeding brought by any such assignee under such Loan Document. Any such right to <br />interpose or assert any such unrelated offset, counterclaim or defense in any such action <br />or proceeding is hereby expressly waived by Pledgor. <br /> <br /> 19. Voluntary Agreement. Pledgor represents and warrants that he (it) is <br />fully aware of the terms contained in this Agreement and in the Loan Documents, and <br />that he (it) has voluntarily and without coercion or duress of any kind entered into this <br />Agreement and the Loan Documents. <br /> <br /> 20. Notices. All notices or other written communications hereunder or under <br />any other Loan Document shall be deemed to have been properly given (i) upon delivery, <br />if delivered in person or by facsimile transmission with the receipt acknowledged by the <br />recipient thereof, or (ii) one business day having been deposited for overnight delivery <br />with any reputable overnight courier service, addressed as follows: <br /> <br /> If to Pledgor: <br /> <br /> <br /> <br /> <br /> If to Lender: <br /> <br /> <br /> <br /> <br />or addressed as such party may from time to time designate by written notice to the other <br />parties. “Business Day” means a day on which commercial banks are not authorized or <br />required by law to close in St. Paul, Minnesota. Notwithstanding the foregoing, Pledgor <br />expressly agrees that computer-generated late notices sent by Lender in the ordinary <br />course of its business shall constitute valid and sufficient notice of payment defaults <br />when such notice is required by this Agreement or any other Loan Document. <br /> <br /> IN WITNESS WHEREOF, the parties have caused this Pledge and Security <br />Agreement to be duly executed as of the day and year first above written. <br /> <br />77