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29 <br />16.5 Assumption by Transferee. <br />Each Assignee shall assume all obligations of Licensee under this Master License and <br />each assigned Pole or Associated Facilities License and will be and remain liable jointly and <br />severally with Licensee for all obligations to be performed by Licensee. No Assignment will be <br />binding on the City unless Licensee or the Assignee delivers to the City evidence satisfactory to <br />the City that the Assignee has obtained all Regulatory Approvals required to operate as a <br />wireless telecommunications service provider on the assigned License Area, a copy of the <br />assignment agreement (or other document reasonably satisfactory to the City in the event of a <br />Permitted Assignment under Section 16.6 (Permitted Assignment)), and an instrument in <br />recordable form that contains a covenant of assumption by such Assignee satisfactory in <br />substance and form to the City, consistent with the requirements of this Article. However, the <br />failure or refusal of an Assignee to execute such instrument of assumption will not release such <br />Assignee from its liability as set forth in this Section. Except for a Permitted Assignment as <br />provided in Section 16.6 (Permitted Assignment), Licensee shall reimburse the City on demand <br />for any reasonable costs that the City incurs in connection with any proposed Assignment, <br />including the costs of investigating the acceptability of the proposed Assignee and legal costs <br />incurred in connection with considering 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 or Associated Facilities Licenses issued <br />under it (a “Permitted Assignment”), without the City’s prior consent but with notice to <br />the City as provided below, to: (i) an Affiliate; (ii) a Subsidiary; (iii) an entity that acquires <br />all or substantially all of Licensee’s assets in the market in which the License Area is <br />located (as the market is defined by the FCC under an order or directive of the FCC); (iv) <br />an entity that acquires Licensee by a change of stock ownership or partnership interest; <br />or (v) an entity Controlled by Licensee or that, with Licensee, is under the Common <br />Control of a third 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 or Associated Facilities License to the contrary, certain Equipment deployed by <br />Licensee in the License Areas pursuant to this Master License may be owned and/or operated by <br />Licensee’s third-party wireless carrier customers (“Carriers”) and installed and maintained by <br />Licensee pursuant to license agreements between Licensee and the Carriers. Such Equipment <br />shall be treated as Licensee’s Equipment for all purposes under this Master License and <br />applicable Pole Licenses, provided that (i) Licensee remains responsible and liable for all <br />performance obligations under this Master License and the applicable Pole or Associated <br />Facilities Licenses with respect to such Equipment; (ii) City’s sole point of contact regarding such <br />Facilities shall be Licensee; and (iii) Licensee shall have the right to remove and relocate such <br />Equipment without the need for consent by City.