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parties shall be given sufficient time to implement any changes necessitated by the agreed-upon <br /> modification. <br /> 10.5. Governing Law. This Franchise Agreement shall be deemed to be executed in the <br /> State of Illinois, and shall be governed in all respects, including validity, interpretation and <br /> effect, and construed in accordance with, the laws of the State of Illinois and/or Federal law, as <br /> applicable. <br /> 10.6. Venue. Except as to any matter within the jurisdiction of the federal courts or the <br /> FCC, all judicial actions relating to any interpretation, enforcement, dispute resolution or any <br /> other aspect of this Agreement shall be brought in the Circuit Court of the State of Illinois, <br /> Macon County, Illinois. Any matter brought pursuant to the jurisdiction of the federal court shall <br /> be brought in the United States District Court of the Central District of Illinois. <br /> 10.7. Modification. Except as provided in Sections 5.1.1 and 5.1.2, no provision of this <br /> Franchise Agreement shall be amended or otherwise modified, in whole or in part, except by an <br /> instrument, in writing, duly executed by the City and the Grantee, which amendment shall be <br /> authorized on behalf of the City through the adoption of an appropriate ordinance or resolution <br /> by the City, as required by applicable law. <br /> 10.8. No Third-Party Beneficiaries. Nothing in this Franchise Agreement is intended to <br /> confer third-party beneficiary status on any person, individual, corporation or member of the <br /> public to enforce the terms of this Franchise Agreement. <br /> 10.9. No Waiver of Rights. Nothing in this Franchise Agreement shall be construed as <br /> a waiver of any rights, substantive or procedural, Grantee may have under Federal or state law <br /> unless such waiver is expressly stated herein. Failure on the part of either Party to enforce any <br /> provision of this Agreement shall not be construed as a waiver of the right to compel <br /> enforcement of such provision or any other provision. <br /> 10.10. Validity of Franchise Agreement. The parties acknowledge and agree in good <br /> faith on the validity of the provisions, terms and conditions of this Franchise Agreement, in their <br /> entirety, and that the Parties have the power and authority to enter into the provisions, terms, and <br /> conditions of this Agreement. <br /> 10.11. Authority to Sign Agreement. Grantee warrants to the City that it is authorized to <br /> execute, deliver and perform this Franchise Agreement. The individual signing this Franchise <br /> Agreement on behalf of the Grantee warrants to the City that s/he is authorized to execute this <br /> Franchise Agreement in the name of the Grantee. <br /> 15 <br />