Governing Law; Legal Proceedings

The rules, and the rights and obligations of the Exchange, Clearinghouse, Participants, and Clearing Members under the Rules shall be governed by, and construed in accordance with, the laws of the State of Illinois applicable to contracts executed and performed wholly within the State of Illinois without regard to any provisions of Illinois law that would apply the substantive law of a different jurisdiction.

Any action, suit or proceeding against the Exchange or the Clearinghouse, and any of their Officials, Officers, Directors, limited liability company members, employees, agents, or any member of any committee must be brought within one (1) year from the time that a cause of action has accrued. Any such action, suit or proceeding shall be brought in the State or Federal courts located within the City of Chicago, Illinois. Each Participant and Clearing Member expressly consents, for itself and its Authorized Users, to the jurisdiction of any such court, waives any objection to venue therein, and waives any right it may have to a trial by jury.

In the event that a Participant or Clearing Member or an Affiliate thereof fails to prevail in a lawsuit or other legal proceeding instituted by such Participant, Clearing Member or such Affiliate against (1) the Exchange or the Clearinghouse, or (2) any Affiliate of the Exchange or the Clearinghouse or any of their respective Officials, officers, directors, equity holders, employees, agents, or any member of any committee, such Participant, Clearing Member or Affiliate shall pay to the Exchange or the Clearinghouse, as applicable, all reasonable costs and expenses, including attorneys’ fees, incurred by the Exchange or the Clearinghouse in the defense of such proceeding. This paragraph (2) shall not apply to Exchange or Clearinghouse disciplinary actions, appeals thereof, or an instance in which the Board has granted a waiver of the provisions hereof.