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28 <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. <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 <br />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