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Sculpture Loan Agreement <br />Page 6 <br /> <br /> <br /> <br />D. Force Majeure <br /> <br />Each party shall be excused from delays in performing or from its failure to perform hereunder <br />to the extent that such delays or failures result from causes beyond the reasonable control of <br />such party; provided that, in order to be excused from delay or failure to perform, such party <br />must act diligently to remedy the cause or effect of such delay or failure to the extent the party <br />is able. In the event of such delays, the timetables shall be extended by as many calendar days <br />as the delay caused by forces outside the reasonable control of the parties. <br /> <br />E. Required Approvals <br /> <br />Where agreement, approval, acceptance, or consent by either party is required by any <br />provision of this Agreement, such action shall not be unreasonably delayed or withheld. <br /> <br />F. Applicable Law, Choice of Forum, and Limitations <br /> <br />This Agreement and the parties' obligations hereunder shall be governed, construed, and <br />enforced in accordance with the laws of the State of Washington. The parties agree that <br />Snohomish County, in the State of Washington, shall be the proper forum for any action. Any <br />action or claim by Lender regarding or arising out of the condition of the Work at the <br />expiration or termination of this Agreement shall be brought, if at all, within one year of such <br />expiration or termination. <br /> <br />G. Severability <br /> <br />In the event that any provision of this Agreement is held invalid, void, illegal or unenforceable, <br />the remainder of this Agreement shall not be impaired or affected thereby, and each term, <br />provision, and part shall continue in full force and effect and shall be interpreted in manner <br />consistent with the intent of the parties. <br /> <br />H. Headings for Convenience . <br /> <br />The section and subsection headings used herein are for referral and convenience only, and <br />shall not enter into interpretation hereof. The exhibits referred to herein and attached, and to <br />be attached hereto, are incorporated herein to the same extent as if set forth in full herein. <br /> <br />I. Assignment Barred <br /> <br />Neither party may assign its rights or duties under this Agreement without the prior <br />written consent of the other party, except to a successor of all or substantially all of its <br />business and properties. <br />