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12. The validity, construction and enforceability of this Agreement will be governed by the laws of the State of Minnesota, without giving effect to conflict of laws or principles thereof. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under such applicable law, but, if any provision of this Agreement will be held to be prohibited or invalid under such applicable law, such provision will be ineffective only the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 13. Unless prohibited by law,it will be an event of default if(i)Guarantor is declared bankrupt or insolvent;or(ii)Guarantor petitions,or consents to a petition,that it be declared bankrupt under Chapter 7 of the Bankruptcy Code or subsequent legislation intended to replace such chapter;or(iii)if without the assumption, ratification and confirmation of this Lease, and the payment of all rentals and other charges due hereunder then due,past due or coming due,without regard to initiation of the proceedings or actions, Guarantor petitions or consents to a petition that there be a reorganization or arrangement of its affairs under the Bankruptcy Act or any insolvency law,or Guarantor makes an assignment for the benefit of its creditors, or Guarantor petitions,or consents to a petition,that a receiver,trustee or custodian be appointed for all or substantially all of its assets;or a petition that Guarantor be declared bankrupt or that a receiver,trustee or custodian be appointed for all or substantially all of Guarantor's assets is filed without the consent of Guarantor and is not discharged within thirty(30)days following the filing thereof. 14. This Agreement may be executed in any number of counterparts, each of which when executed shall be deemed an original with all such counterparts taken together shall constitute one and the same instrument. Facsimile or email(PDF format)signatures shall be deemed and treated as originals. [Signature Page Follows]