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License granted herein may be converted into a permanent easement over, in, under, across, and upon the Licensed Premises for the purposes described in this Agreement, including the installation, operation, maintenance, repair, replacement, and use of the Pole and related telecommunications facilities (the “Easement”). Any such conversion shall be effected only pursuant to a separate written easement agreement, in form and substance reasonably acceptable to ErieNet and the Town. At the times of ErieNet’s election and the Town’s consent, the parties shall work diligently and in good faith to negotiate and execute the Easement. Notwithstanding the forgoing, unless and until a written Easement is negotiated and executed by and between ErieNet and the Town, this License shall not converted to an Easement. 6. Miscellaneous. A. Governing Law. This agreement shall be governed and construed by and in accordance with the laws of the State of New York without reference to its conflict of law principles. If suit is brought by a Party to this Agreement, the Parties agree that jurisdiction over such action shall be vested exclusively in the state courts of New York State, or the New York State Public Service Commission to the extent that primary jurisdiction for any such suit brought is conferred upon the New York State Public Service Commission. B. Assignment. The respective rights and obligations under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Parties hereto. Except for assignment to an affiliate acquirer, or successor to ErieNet’s business, ErieNet shall not assign this Agreement to any person or entity without the Town’s written consent, which consent shall not be unreasonably withheld. C. Waiver. The waiver by either Party of any breach or violation of any provision of this Agreement shall not be deemed to be a waiver or a continuing waiver of any subsequent breach or violation of the same or any other provision of this Agreement. D. Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof. E. Severability. If one or more of the provisions of this Agreement shall be held by a court of competent jurisdiction in a final judicial action to be void, voidable or unenforceable, such provision(s) shall be deemed severable from the remaining provisions of this Agreement and shall not affect the legality, validity, or constitutionality of the remaining portions of this Agreement. F. Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument. The Parties agree that fully-executed electronic copies or facsimile copies of this Agreement are legally binding and shall act as originals for the purpose thereof. Page 38 of 241