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<br />28 <br />16.5 Assumption by Transferee. <br />Each Assignee shall assume all obligations of Licensee under this Master License and <br />each assigned Pole License and will be and remain liable jointly and severally with Licensee for <br />all obligations to be performed by Licensee. No Assignment will be binding on the City unless <br />Licensee or the Assignee delivers to the City evidence satisfactory to the City that the Assignee <br />has obtained all Regulatory Approvals required to operate as a wireless telecommunications <br />service provider on the assigned License Area, a copy of the assignment agreement (or other <br />document reasonably satisfactory to the City in the event of a Permitted Assignment under <br />Section 16.6 (Permitted Assignment)), and an instrument in recordable form that contains a <br />covenant of assumption by such Assignee satisfactory in substance and form to the City, <br />consistent with the requirements of this Article. However, the failure or refusal of an Assignee to <br />execute such instrument of assumption will not release such Assignee from its liability as set <br />forth in this Section. Except for a Permitted Assignment as provided in Section 16.6 (Permitted <br />Assignment), Licensee shall reimburse the City on demand for any reasonable costs that the City <br />incurs in connection with any proposed Assignment, including the costs of investigating the <br />acceptability of the proposed Assignee and legal costs incurred in connection with considering <br />any requested consent. <br />16.6 Permitted Assignment. <br />16.6.1 Defined. The City agrees that Licensee will be permitted to enter into an <br />Assignment of this Master License and Pole Licenses issued under it (a “Permitted Assignment”), without the City’s prior consent but with notice to the City as provided <br />below, to: (i) an Affiliate; (ii) a Subsidiary; (iii) an entity that acquires all or substantially all <br />of Licensee’s assets in the market in which the License Area is located (as the market is <br />defined by the FCC under an order or directive of the FCC); (iv) an entity that acquires <br />Licensee by a change of stock ownership or partnership interest; or (v) an entity <br />Controlled by Licensee or that, with Licensee, is under the Common Control of a third <br />party. <br />16.6.2 Conditions. A Permitted Assignment is subject to the following conditions: <br />16.6.2.1 The Assignee uses the License Area only for the Permitted <br />Use and holds all Regulatory Approvals necessary to lawfully install, <br />operate, and maintain Equipment on the License Area. <br />16.6.2.2 Licensee provides the City with notice 30 days before the <br />effective date of the Permitted Assignment, stating the contact information <br />for the proposed Assignee and providing financial information establishing <br />that the proposed Assignee meets the capital and fiscal qualifications <br />stated in this Section. <br />16.6.2.3 Licensee is in good standing under this Master License. <br />16.7 Licensee’s Third Party Carrier Customers <br />The parties agree and acknowledge that, notwithstanding anything in this Master License <br />or any Pole License to the contrary, certain Equipment deployed by Licensee in the License <br />Areas pursuant to this Master License may be owned and/or operated by Licensee’s third-party <br />wireless carrier customers (“Carriers”) and installed and maintained by Licensee pursuant to <br />license agreements between Licensee and the Carriers. Such Equipment shall be treated as <br />Licensee’s Equipment for all purposes under this Master License and applicable Pole Licenses, <br />provided that (i) Licensee remains responsible and liable for all performance obligations under <br />this Master License and the applicable Pole Licenses with respect to such Equipment; (ii) City’s <br />sole point of contact regarding such Facilities shall be Licensee; and (iii) Licensee shall have the <br />right to remove and relocate such Equipment without the need for consent by City.