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16.3. In the case of transfer or assignment as security by mortgage or other security <br /> instrument in whole or in part to secure indebtedness, consent shall not be required <br /> unless and until the secured party elects to realize upon the collateral. Further, no <br /> assignment or transfer of this Agreement shall be deemed to occur based on the public <br /> trading of Company's stock; provided, however, any tender offer, merger, or similar <br /> transaction resulting in a change of control shall be subject to the provisions of this <br /> Agreement. <br /> 16.4. Notwithstanding the foregoing or anything contained herein to the contrary, Company <br /> may assign its interest in this Agreement, without the City's consent, to any (i) entity <br /> which controls, is controlled by, or is under common control with Company, (ii) entity <br /> resulting from any merger or consolidation with Company, (iii) partner or member of <br /> Company, or to any partnership in which Company is a general partner, or to any <br /> person or entity which acquires fifty-one percent (51%) or more the ownership of <br /> Company or fifty-one percent (51%) or more of the assets of Company; (iv) entity <br /> which obtains a security interest in a substantial portion of Company's assets; or (v) <br /> entity that acquires all or substantially all of Company's assets located in the market <br /> defined by the Federal Communications Commission provided, that the assignment <br /> includes an assumption of this entire Agreement and all obligations of Company <br /> hereunder by the assignee; and provided further, that Company shall provide the City <br /> with a copy of said written assignment and a copy of the additional insured <br /> endorsement and Certificate of Insurance and any applicable bonds, all on forms <br /> acceptable to the City, within thirty (30) days prior to the effective date of the <br /> assignment. Any such assignment shall not serve to release Company from its <br /> obligations under this Agreement unless City specifically consented to the assignment <br /> in writing. Such assignment shall be contingent on the assignee obtaining a City <br /> business license. <br /> 16.5. The City's consent to one assignment shall not waive the requirement of obtaining the <br /> City's consent to any subsequent assignment. <br /> 16.6. Except for a permitted assignment as provided in Sections 16.3 and 16.4, Company <br /> shall reimburse the City on demand for any reasonable, documented costs that the City <br /> incurs in connection with any proposed assignment, including, without limitation <br /> actual legal costs incurred in connection with considering any requested consent. <br /> 17. Sub-license & Assignment by City <br /> 17.1. Should the City sell, lease, license, transfer, or otherwise convey all or any part of the <br /> City Poles that is the subject of this Agreement to any transferee other than Company, <br /> such transfer shall be subject to this Agreement, unless the City, in its sole discretion <br /> chooses to terminate this Agreement, in which case it will provide Company with one <br /> hundred twenty (120) days prior written notice. <br /> 17.2. The City retains the right to sublicense or enter into any type of agreement for any <br /> portion of the City Poles for any reason, including but not limited to, co-locating <br /> wireless facilities, if it will not unreasonably interfere with the Company's use of the <br /> City Poles for which Company has a valid and effective Site License Addendum. <br /> 14 <br />