License Agreement - Long Term Use of Right-of-Way Through, Under and Adjacent to Niles Ave – University of Notre Dame du Lac

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University: Office of Utilities and Maintenance Facilities, Design and Operations UNIVERSITY OF NOTRE DAME 100 Facilities Building Notre Dame, Indiana 46556 With a copy to: Office of General Counsel UNIVERSITY OF NOTRE DAME 204 Main Building Notre Dame, Indiana 46556 7.This License may not be assigned, sublicensed or otherwise transferred by the University without the prior written consent of the City, which may be withheld in the City’s sole discretion. Subject to this paragraph, this License shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto. 8.This License shall be governed by, and construed in accordance with, the laws of the State of Indiana. Any dispute arising hereunder shall be resolved exclusively in the courts of the State of Indiana in St. Joseph County. The parties hereby irrevocably consent to jurisdiction and venue of said courts. 9.This License may not be changed or modified, except by an agreement in writing signed by the party sought to be charged with such change or modification. (Signature Pages Follow)