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<br />27 <br />License Fees and Additional Fees payable by Licensee for the period of the taking, and the City <br />will receive the balance of the award. <br /> <br />16 ASSIGNMENT <br />16.1 Restriction on Assignment. <br />Except as specifically provided in Section 16.6 (Permitted Assignment), Licensee shall <br />not directly or indirectly Assign any part of its interest in or rights with respect to the License Area <br />without the City’s prior consent. The City will not unreasonably withhold, condition, or delay its <br />consent to an Assignment other than an Assignment covered by Article 11 (Liens). <br />16.2 Notice of Proposed Assignment. <br />Except as specifically provided in Section 16.6 (Permitted Assignment), if Licensee <br />desires to enter into an Assignment of this Master License or any Pole License issued under this <br />Master License, Licensee shall give notice (a “Notice of Proposed Assignment”) to the City, <br />stating in detail the terms and conditions for such proposed Assignment and financial information <br />reasonably sufficient to show that the proposed assignee (the “Assignee”) has a demonstrated <br />ability to perform all of the obligations of Licensee under this Master License and any Pole <br />License issued hereunder. If Licensee does not deliver all information that the City reasonably <br />requires simultaneously with the Notice of Proposed Assignment, the date of Licensee’s delivery <br />of notice will be deemed to have occurred only when it has delivered any additional information <br />the City requests. <br />16.3 City Response. <br />16.3.1 Timing. The City will grant or deny any request for consent to an <br />Assignment within 30 days after the City’s receipt or deemed receipt, if delayed under Section 16.2 (Notice of Proposed Assignment), of the Notice of Proposed Assignment <br />(the “Assignment Response Period”). If the City consents to the proposed Assignment, <br />then Licensee will have 180 days following the date the City delivers its consent notice to <br />Licensee to complete the Assignment. As a condition of the City’s consent, the City shall <br />be entitled to seventy-five percent (75%) of the amount payable by the assignee to <br />Licensee as additional rent for the assigned License Area created by this Master <br />Agreement and related Pole License (“Bonus Rent”). The City shall be entitled to review <br />Licensee’s books and records relating to Bonus Rent, provided that the City agrees in <br />writing to keep the information in such books and records confidential, to the extent <br />permitted by law, with the agreement to be in a form of a commercially reasonable <br />confidentiality agreement. <br />16.3.2 Effect of Default. Licensee acknowledges that it would be reasonable for <br />the City to refuse to consent to an Assignment during any period during which any <br />monetary or other material event of default by Licensee is outstanding (or any event has <br />occurred that with notice or the passage of time or both would constitute a default) under <br />this Master License. <br />16.4 Effect of Assignment. <br />No Assignment by Licensee, consent to Assignment by the City, except a Permitted <br />Assignment under Section 16.6 (Permitted Assignment) will relieve Licensee of any obligation <br />on its part under this Master License. Any Assignment that is not in compliance with this Article <br />will be void and be a material default by Licensee under this Master License without a <br />requirement for notice and a right to cure. The City’s acceptance of any License Fee, Additional <br />Fee, or other payments from a proposed Assignee will not be deemed to be the City’s consent to <br />such Assignment, recognition of any Assignee, or waiver of any failure of Licensee or other <br />transferor to comply with this Article.