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DocuSign Envelope ID: 1C143D5F-BE9C-4E34-9F91-5A3C3FB05EE8 hereto. Amendments to the Agreement shall require the approval of the Commission. 10.2 Governing Law This Agreement shall be governed by and interpreted under the laws of the State, and any action or proceeding arising from this Agreement shall be commenced in a court of competent jurisdiction located in Franklin County, Ohio. 10.3 Severability Each provision hereof shall be separate and independent and the breach of any provision by either parry hereto shall not discharge or relieve the other party from its obligations to perform each and every covenant to be performed by it hereunder. If any provisions hereof shall be deemed invalid or unenforceable by any court of competent jurisdiction, the remaining provisions of this Agreement shall not be affected, and said provisions shall be valid and enforceable to the fullest extent permitted by law. 10.4 Waiver The waiver by any party of, or the failure of such party to take action with respect to, any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other term, covenant or condition herein contained, or subsequent breach of the same, or any other term, covenant or condition herein contained. 10.5 Time is of the Essence Time is of the essence in this Agreement and all provisions herein relating thereto shall be strictly construed. 10.6 Inconsistent Provisions The Commission and the Project Sponsor each acknowledge that, if any prior agreements exist between the Project Sponsor and the Commission ("Prior Agreements") for so long as the Prior Agreements remain in effect, the provisions of those Prior Agreements shall control and prevail over any inconsistent provisions in this Agreement. Notwithstanding the foregoing, nothing in the Prior Agreements shall be deemed to affect the provisions of the Term of this Agreement. Page 10 of 15