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_ <br />13.8 Owner Responsible for Payments. Upon termination of or withdrawal <br />from this Agreement, Owner shall assume the obligations of any contract or outstanding bill <br />executed by Manager under this Agreement for and on behalf of Owner when Manager was <br />instructed in writing by Owner to enter such contract or incur such outstanding bill. <br />13.9 Headlines. All headings and subheadings employed within this <br />Agreement and in the accompanying schedules and exhibits are inserted only for <br />convenience and ease of reference and are not to be considered in the construction or <br />interpretation of any provision of this Agreement. <br />13.10 Event of Force Majeure. Any delays in the performance of any obligation <br />of Manager or Owner under this Agreement shall be excused to the extent that such <br />delays are caused by an Event of Force Majeure not within the control of Manager or Owner <br />and any time periods required for performance shall be extended accordingly. <br />13.11 Rights Cumulative; No Waiver. No right or remedy herein conferred upon <br />or reserved to either of the parties to this Agreement is intended to be exclusive of any other <br />right or remedy, and each and every right and remedy shall be cumulative and in addition <br />to any other right or remedy given under this Agreement or now or hereafter legally <br />existing upon the occurrence of an event of default under this Agreement. The failure <br />of either party to this Agreement to insist at any time upon the strict observance or <br />performance of any of the provisions of this Agreement, or to exercise any right or remedy <br />or be construed as a waiver or relinquishment of such right or remedy with respect to <br />subsequent defaults. Every right and remedy given by this Agreement to the parties may be <br />exercised from "time to time" and as often as may be deemed expedient by those parties. <br />13.12 Applicable Law. The execution, interpretation, and performance of this <br />Agreement shall in all respects be controlled and governed by the laws of the State of North <br />Carolina. Any civil action or legal proceeding arising out of or relating to this Agreement <br />shall be brought in the General Court of Justice sitting in Orange County, North Carolina. <br />Each party consents to the sole and proper jurisdiction of such court in any such civil action <br />or legal proceeding and waives any objection to the laying of venue of any such civil action <br />or legal proceeding in such court. Binding arbitration may not be initiated by either Party, <br />however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing <br />of a suit or action. <br />13.13 Acknowledgement. The parties hereto acknowledge that they have been <br />provided with a copy of this Agreement for review prior to signing it, that they have been <br />given the opportunity to review it prior to signing it, that they have been given the opportunity <br />to have this Agreement reviewed by their attorney prior to signing it, and that they understand <br />the purposes and effect of this Agreement. <br />13.14 Severability. If any provision or provisions of this Agreement shall be held <br />to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other <br />Docusign Envelope ID: 177AA06A-30B4-42FF-A85A-78B5A7C51DBE