not appear on the same document.
24.Waiver of Offsets; Defenses; Counterclaims. Indemnitor hereby waives the
right to assert a counterclaim, other than a compulsory counterclaim, in any
action or proceeding brought against it by Administrative Agent and/or the
Lenders to offset any obligations to make the payments required by the Loan
Documents. No failure by Administrative Agent to perform any of its obligations
hereunder will be a valid defense to, or result in any offset against, any
payments which Indemnitor is obligated to make under any of the Loan Documents.
No action or proceeding brought or instituted under this Agreement and no
recovery made as a result thereof will be a bar or defense to any further action
or proceeding under this Agreement.
25.Costs. Indemnitor agrees to pay all costs and expenses, including reasonable
attorneys' fees (both in-house counsel and outside counsel), incurred by
Administrative Agent in enforcing this Agreement against Indemnitor.
26.No Election of Remedies. Indemnitor acknowledges that Administrative Agent
may, in its sole discretion, elect to enforce this Agreement for the benefit of
itself and the Lenders against Indemnitor without any duty or responsibility to
pursue any other Person and that such an election by Administrative Agent will
not be a defense to any action Administrative Agent may elect to take against
Indemnitor.
27.Governing Law; Waiver of Jury Trial; Jurisdiction. IN ALL RESPECTS,
INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS
ARISING HEREUNDER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF ILLINOIS, APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH
STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE LAW
OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW,
INDEMNITOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT
THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTE, AND
THIS AGREEMENT AND THE NOTE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF ILLINOIS, AND ANY LAWS OF THE UNITED STATES OF AMERICA
APPLICABLE TO NATIONAL BANKS.
-9-
Accenture Tower - Environmental Indemnification
Agreement0YWK-314211
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TO THE FULLEST EXTENT PERMITTED BY LAW, INDEMNITOR AND ADMINISTRATIVE AGENT
HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATING TO THE LOAN
AND/OR THE LOAN DOCUMENTS. INDEMNITOR, TO THE FULLEST EXTENT PERMITTED BY LAW,
HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF
COMPETENT COUNSEL, (A) SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF ILLINOIS
OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON ARISING FROM OR RELATING TO
THIS AGREEMENT, (B) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF
ILLINOIS, (C) SUBMITS TO THE JURISDICTION AND VENUE OF SUCH COURTS AND WAIVES
ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT, AND (D) AGREES THAT IT
WILL NOT BRING ANY ACTION, SUIT