Common use of TRANSFER AND PLEDGE BY LICENSEE Clause in Contracts

TRANSFER AND PLEDGE BY LICENSEE. If Licensee desires (i) to sell its Primary Services business for one or more markets in the Licensed Territory and assign its rights under this License Agreement with respect to such market(s), (ii) to pledge or assign its rights under this License Agreement to a financial institution or other party in connection with a financing transaction involving Licensee, or (iii) enter into a transaction resulting in a Change of Control of Licensee, Licensee shall notify Licensor in writing and Licensee shall be entitled to transfer, assign, or pledge its rights under this License Agreement, or effect the Change of Control, as the case may be, provided: 1. Licensee shall not be in default under this License Agreement. 2. In the case of a transfer referred to in Section X.B.(i) above, the transferee shall enter into a written assignment, in a form satisfactory to Licensor, assuming and agreeing to comply with, at Licensor's option, either this License Agreement or Licensor's then current form or forms of license agreement relating to the Marks. In the case of a pledge or collateral assignment to Cellular One Group License Agreement 43 10/18/99 a financial institution referred to in Section X.B.(ii) above, such pledge or collateral assignment shall be made subject to all of the terms and conditions of this License Agreement. In the case of a Change of Control referred to in Section X.B.(iii) above, Licensee and the new controlling entity shall enter into a written agreement, in a form satisfactory to Licensor, agreeing that Licensee shall continue to be entitled to the rights and subject to the obligations of a licensee hereunder. 3. Licensee shall remain liable for all of the obligations to Licensor under this License Agreement prior to the effective date of transfer and shall execute any and all instruments reasonably requested by Licensor to evidence such liability. The transfer or Change of Control shall not affect any of the terms or provisions of this License Agreement or the status of the market(s) in the Licensed Territory pursuant hereto (including without limitation, a market's default or probation status under this License Agreement), all of which shall be or remain fully applicable to the transferee or Licensee, as the case may be. 4. Where Licensee provides Primary Services in more than one market and the transfer or Change of Control involves market(s) comprising less than all of the markets in the Licensed Territory, the transferee or Licensee, as the case may be, shall, at Licensor's option, shall enter into Licensor's then current form of license agreement for the market(s) being transferred or to which the Change of Control relates; in such event, this License Agreement shall remain in full force and effect with respect to Licensee's remaining market(s), if any, following the transfer or Change of Control. 5. The transferee or new controlling entity, or proposed transferee or new controlling entity, as the case may be, shall provide Licensor with such financial data, certificates of insurance, copies of Permits, and other information as are required to be provided by Licensee hereunder in connection with entering into this License Agreement, or otherwise, and such materials and information shall be current and complete as of the effective date of such transfer or Change of Control. 6. The transferee shall promptly pay Licensor any transfer fees or charges then being charged generally by Licensor to transferees of licenses to use the Marks. In the case of a Change of Control, Licensee shall pay Licensor any similar fees then being charged generally by Licensor for such Changes of Control with respect to licensees of the Marks. Licensee shall be entitled to transfer, assign or pledge its rights under this License Agreement, or enter into a transaction resulting in a Change of Control of Licensee, with respect to a portion of a market in the Licensed Territory, pursuant to the provisions of this Section X.B. Licensee shall not be entitled to transfer, assign or pledge any of its rights or obligations under this License Agreement, except by complying with the provisions of this Section X.B. relating thereto, nor shall Licensee permit a Change of Control to occur without complying with the provisions of this Section X.B. Cellular One Group License Agreement 44 10/18/99

TRANSFER AND PLEDGE BY LICENSEE. If Licensee desires in the Licensed Territory (i) to sell its Primary Services business for one or more markets in the Licensed Territory and assign its rights under this License Agreement with respect to such market(s), (ii) to pledge or assign its rights under this License Agreement to a financial institution or other party in connection with a financing transaction involving Licensee, or (iii) enter into a transaction resulting in a Change of Control of Licensee, Licensee shall notify Licensor in writing and Licensee shall be entitled to transfer, assign, or pledge its rights under this License Agreement, or effect the Change of Control, as the case may be, provided: 1. Licensee shall not be in default under this License Agreement. 2. In the case of a transfer referred to in Section X.B.(i) above, the The transferee shall enter into a written assignment, in a form satisfactory to Licensor, assuming and agreeing to comply with, at Licensor's option, either this License Agreement or Licensor's then current form or forms of license agreement relating to the Marks. In , except that in the case of a pledge or collateral assignment to Cellular One Group License Agreement 43 10/18/99 a financial institution referred to in Section X.B.(ii) above), such pledge or collateral assignment shall need only be made subject to all of the terms and conditions of this License Agreement. In the case of a Change of Control referred to in Section X.B.(iii) aboveControl, Licensee and the new controlling entity shall enter into a written agreement, in a form satisfactory to Licensor, agreeing that Licensee shall continue to be entitled to the rights and subject to the obligations of a licensee hereunder. 3. Licensee shall remain liable for all of the obligations to Licensor under this License Agreement prior to the effective date of transfer and shall execute any and all instruments reasonably requested by Licensor to evidence such liability. The transfer or Change of Control shall not affect any of the terms or provisions of this License Agreement or the status of the market(s) in the Licensed Territory pursuant hereto (including without limitation, a market's default or probation status under this License Agreement), all of which shall be or remain fully applicable to the transferee or Licensee, as the case may be. 4. Where Licensee provides Primary Services in more than one market and the transfer or Change of Control involves market(s) comprising less than all of the markets in the Licensed Territory, the transferee or Licensee, as the case may be, shall, at Licensor's option, shall enter into Licensor's then current form of license agreement for the market(s) being transferred or to which the Change of Control relates; in such event, this License Agreement shall remain in full force and effect with respect to Licensee's remaining market(s), if any, following the transfer or Change of Control. 5. The transferee or new controlling entity, or proposed transferee or new controlling entity, as the case may be, shall provide Licensor with such financial data, certificates of insurance, copies of Permits, and other information as are required to be provided by Licensee hereunder in connection with entering into this License Agreement, or otherwise, and such materials and information shall be current and complete as of the effective date of such transfer or Change of Control. 6. The transferee shall promptly pay Licensor any transfer fees or charges then being charged generally by Licensor to transferees of licenses to use the Marks. In the case of a Change of Control, Licensee shall pay Licensor any similar fees then being charged generally by Licensor for such Changes of Control with respect to licensees of the Marks. Licensee shall be entitled to transfer, assign or pledge its rights under this License Agreement, or enter into a transaction resulting in a Change of Control of Licensee, with respect to a portion of a market in the Licensed Territory, pursuant to the provisions of this Section X.B. Licensee shall not be entitled to transfer, assign or pledge any of its rights or obligations under this License Agreement, except by complying with the provisions of this Section X.B. relating thereto, nor shall Licensee permit a Change of Control to occur without complying with the provisions of this Section X.B. Cellular One Group License Agreement 44 10/18/99X.B.

TRANSFER AND PLEDGE BY LICENSEE. If Licensee desires in the Licensed Territory (i) to sell its Primary Primary-Services business for one or more markets in the Licensed Territory and assign its rights under this License Agreement with respect to such market(s), (ii) to pledge or assign its rights under this License Agreement to a financial institution or other party in connection with a financing transaction involving Licensee, or (iii) enter into a transaction resulting in a Change of Control of Licensee, Licensee shall notify Licensor in writing and Licensee shall be entitled to transfer, assign, or pledge its rights under this License Agreement, or effect the Change of Control, as the case may be, provided: 1. Licensee shall not be in default under this License Agreement. 2. In the case of a transfer referred to in Section X.B.(i) above, the The transferee shall enter into a written assignment, in a form satisfactory to Licensor, assuming and agreeing to comply with, at Licensor's option, either this License Agreement or Licensor's then current form or forms of license agreement relating to the Marks. In , except that in the case of a pledge or collateral assignment to Cellular One Group License Agreement 43 10/18/99 a financial institution referred to in Section X.B.(ii) above), such pledge or collateral assignment shall need only be made subject to all of the terms and conditions of this License Agreement. In the case of a Change of Control referred to in Section X.B.(iii) aboveControl, Licensee and the new controlling entity shall enter into a written agreement, in a form satisfactory to Licensor, agreeing that Licensee shall continue to be entitled to the rights and subject to the obligations of a licensee hereunder. 3. Licensee shall remain liable for all of the obligations to Licensor under this License Agreement prior to the effective date of transfer and shall execute any and all instruments reasonably requested by Licensor to evidence such liability. The transfer or Change of Control shall not affect any of the terms terrns or provisions of this License Agreement or the status of the market(s) in the Licensed Territory pursuant hereto (including without limitation, a market's default or probation status under this License Agreement), all of which shall be or remain fully applicable to the transferee or Licensee, as the case may be. 4. Where Licensee provides Primary Services in more than one market and the transfer or Change of Control involves market(s) comprising less than all of the markets in the Licensed Territory, the transferee or Licensee, as the case may be, shall, at Licensor's option, shall enter into Licensor's then current form of license agreement for the market(s) being transferred or to which the Change of Control relates; in such event, this License Agreement shall remain in full force and effect with respect to Licensee's remaining market(s), if any, following the transfer or Change of Control. 5. The transferee or new controlling entity, or proposed transferee or new controlling entity, as the case may be, shall provide Licensor with such financial data, certificates of insurance, copies of Permits, and other information as are required to be provided by Licensee hereunder in connection with entering into this License Agreement, or otherwise, and such materials and information shall be current and complete as of the effective date of such transfer or Change of Control. 6. The transferee shall promptly pay Licensor any transfer fees or charges then being charged generally by Licensor to transferees of licenses to use the Marks. In the case of a Change of Control, Licensee shall pay Licensor any similar fees then being charged generally by Licensor for such Changes of Control with respect to licensees of the Marks. Licensee shall be entitled to transfer, assign or pledge its rights under this License Agreement, or enter into a transaction resulting in a Change of Control of Licensee, with respect to a portion of a market in the Licensed Territory, pursuant to the provisions of this Section X.B. Licensee shall not be entitled to transfer, assign or pledge any of its rights or obligations under this License Agreement, except by complying with the provisions of this Section X.B. relating thereto, nor shall Licensee permit a Change of Control to occur without complying with the provisions of this Section X.B. Cellular One Group License Agreement 44 10/18/99X.B.

TRANSFER AND PLEDGE BY LICENSEE. If Licensee desires (i) to sell its Primary Services business for one or more markets in the Licensed Territory and assign its rights under this License Agreement with respect to such market(s), (ii) to pledge or assign its rights under this License Agreement to a financial institution or other party in connection with a financing transaction involving Licensee, or (iii) enter into a transaction resulting in a Change of Control of Licensee, Licensee shall notify Licensor in writing and Licensee shall be entitled to transfer, assign, or pledge its rights under this License Agreement, or effect the Change of Control, as the case may be, provided: 1. Licensee shall not be in default under this License Agreement. 2. In the case of a transfer referred to in Section X.B.(i) above, the transferee shall enter into a written assignment, in a form satisfactory to Licensor, assuming and agreeing to comply with, at Licensor's option, either this License Agreement or Licensor's then current form or forms of license agreement relating to the Marks. In the case of a pledge or collateral assignment to Cellular One Group License Agreement 43 10/18/99 a financial institution referred to in Section X.B.(ii) above, such pledge or collateral assignment shall be made subject to all of the terms and conditions of this License Agreement. In the case of a Change of Control referred to in Section X.B.(iii) above, Licensee and the new controlling entity shall enter into a written agreement, in a form satisfactory to Licensor, agreeing that Licensee shall continue to be entitled to the rights and subject to the obligations of a licensee hereunder. 3. Licensee shall remain liable for all of the obligations to Licensor under this License Agreement prior to the effective date of transfer and shall execute any and all instruments reasonably requested by Licensor to evidence such liability. The transfer or Change of Control shall not affect any of the terms or provisions of this License Agreement or the status of the market(s) in the Licensed Territory pursuant hereto (including without limitation, a market's default or probation status under this License Agreement), all of which shall be or remain fully applicable to the transferee or Licensee, as the case may be. 4. Where Licensee provides Primary Services in more than one market and the transfer or Change of Control involves market(s) comprising less than all of the markets in the Licensed Territory, the transferee or Licensee, as the case may be, shall, at Licensor's option, shall enter into Licensor's then current form of license agreement for the market(s) being transferred or to which the Change of Control relates; in such event, this License Agreement shall remain in full force and effect with respect to Licensee's remaining market(s), if any, following the transfer or Change of Control. 5. The transferee or new controlling entity, or proposed transferee or new controlling entity, as the case may be, shall provide Licensor with such financial data, certificates of insurance, copies of Permits, and other information as are required to be provided by Licensee hereunder in connection with entering into this License Agreement, or otherwise, and such materials and information shall be current and complete as of the effective date of such transfer or Change of Control.. CELLULAR ONE GROUP LICENSE AGREEMENT 44 12/2/99 6. The transferee shall promptly pay Licensor any transfer fees or charges then being charged generally by Licensor to transferees of licenses to use the Marks. In the case of a Change of Control, Licensee shall pay Licensor any similar fees then being charged generally by Licensor for such Changes of Control with respect to licensees of the Marks. Licensee shall be entitled to transfer, assign or pledge its rights under this License Agreement, or enter into a transaction resulting in a Change of Control of Licensee, with respect to a portion of a market in the Licensed Territory, pursuant to the provisions of this Section X.B. Licensee shall not be entitled to transfer, assign or pledge any of its rights or obligations under this License Agreement, except by complying with the provisions of this Section X.B. relating thereto, nor shall Licensee permit a Change of Control to occur without complying with the provisions of this Section X.B. Cellular One Group License Agreement 44 10/18/99X.B.

TRANSFER AND PLEDGE BY LICENSEE. If Licensee desires in the Licensed Territory (i) to sell its Primary Services business for one or more markets in the Licensed Territory and assign its rights under this License Agreement with respect to such market(s), (ii) to pledge or assign its rights under this License Agreement to a financial institution or other party in connection with a financing transaction involving Licensee, or (iii) enter into a transaction resulting in a Change of Control of Licensee, Licensee shall notify Licensor in writing and Licensee shall be entitled to transfer, assign, or pledge its rights under this License Agreement, or effect the Change of Control, as the case may be, provided: 1. Licensee shall not be in default under this License Agreement. 2. In the case of a transfer referred to in Section X.B.(i) above, the The transferee shall enter into a written assignment, in a form satisfactory to Licensor, assuming and agreeing to comply with, at Licensor's option, either this License Agreement or Licensor's then current form or forms of license agreement relating to the Marks. In , except that in the case of a pledge or collateral assignment to Cellular One Group License Agreement 43 10/18/99 a financial institution referred to in Section X.B.(ii) above), such pledge or collateral assignment shall need only be made subject to all of the terms and conditions of this License Agreement. In the case of a Change of Control referred to in Section X.B.(iii) above, Control; Licensee and the new controlling entity shall enter into a written agreement, in a form satisfactory to Licensor, agreeing that Licensee shall continue to be entitled to the rights and subject to the obligations of a licensee hereunder. 3. Licensee shall remain liable for all of the obligations to Licensor under this License Agreement prior to the effective date of transfer and shall execute any and all instruments reasonably requested by Licensor to evidence such liability. The transfer or Change of Control shall not affect any of the terms or provisions of this License Agreement or the status of the market(s) in the Licensed Territory pursuant hereto (including without limitation, a market's default or probation status under this License Agreement), all of which shall be or remain fully applicable to the transferee or Licensee, as the case may be. 4. Where Licensee provides Primary Services in more than one market and the transfer or Change of Control involves market(s) comprising less than all of the markets in the Licensed Territory, the transferee or Licensee, as the case may be, shall, at Licensor's option, shall enter into Licensor's then current form of license agreement for the market(s) being transferred or to which the Change of Control relates; in such event, this License Agreement shall remain in full force and effect with respect to Licensee's remaining market(s), if any, following the transfer or Change of Control. 5. The transferee or new controlling entity, or proposed Proposed transferee or new controlling entity, as the case may be, shall provide Licensor with such financial data, certificates of insurance, copies of Permits, and other information as are required to be provided by Licensee hereunder in connection with entering into this License Agreement, or otherwise, and such materials and information shall be current and complete as of the effective date of such transfer or Change of Control. 6. The transferee shall promptly pay Licensor any transfer fees or charges then being charged generally by Licensor to transferees of licenses to use the Marks. In the case of a Change of Control, Licensee shall pay Licensor any similar fees then being charged generally by Licensor for such Changes of Control with respect to licensees of the Marks. Licensee shall be entitled to transfer, assign or pledge its rights under this License Agreement, or enter into a transaction resulting in a Change of Control of Licensee, with respect to a portion of a market in the Licensed Territory, pursuant to the provisions of this Section X.B. Licensee shall not be entitled to transfer, assign or pledge any of its rights or obligations under this License Agreement, except by complying with the provisions of this Section X.B. relating thereto, nor shall Licensee permit a Change of Control to occur without complying with the provisions of this Section X.B. Cellular One Group License Agreement 44 10/18/99X.B.

TRANSFER AND PLEDGE BY LICENSEE. If Licensee desires in the Licensed Territory (i) to sell its Primary Services business for one or more markets in the Licensed Territory and assign its rights under this License Agreement with respect to such market(s), (ii) to pledge or assign its rights under this License Agreement to a financial institution or other party in connection with a financing transaction involving Licensee, or (iii) enter into a transaction resulting in a Change of Control of Licensee, Licensee shall notify Licensor in writing and Licensee shall be entitled to transfer, assign, or pledge its rights under this License Agreement, or effect the Change of Control, as the case may be, provided: 1. Licensee shall not be in default under this License Agreement. 2. In the case of a transfer referred to in Section X.B.(i) above, the The transferee shall enter into a written assignment, in a form satisfactory to Licensor, assuming and agreeing to comply with, at Licensor's option, either this License Agreement or Licensor's then current form or forms of license agreement relating to the Marks. In , except that in the case of a pledge or collateral assignment to Cellular One Group License Agreement 43 10/18/99 a financial institution referred to in Section X.B.(ii) above), such pledge or collateral assignment shall need only be made subject to all of the terms and conditions of this License Agreement. In the case of a Change of Control referred to in Section X.B.(iii) above, Control; Licensee and the new controlling entity shall enter into a written agreement, in a form satisfactory to Licensor, agreeing that Licensee shall continue to be entitled to the rights and subject to the obligations of a licensee hereunder. 3. Licensee shall remain liable for all of the obligations to Licensor under this License Agreement prior to the effective date of transfer and shall execute any and all instruments reasonably requested by Licensor to evidence such liability. The transfer or Change of Control shall not affect any of the terms or provisions of this License Agreement or the status of the market(s) in the Licensed Territory pursuant hereto (including without limitation, a market's default or probation status under this License Agreement), all of which shall be or remain fully applicable to the transferee or Licensee, as the case may be. 4. Where Licensee provides Primary Services in more than one market and the transfer or Change of Control involves market(s) comprising less than all of the markets in the Licensed Territory, the transferee or Licensee, as the case may be, shall, at Licensor's option, shall enter into Licensor's then current form of license agreement for the market(s) being transferred or to which the Change of Control relates; in such event, this License Agreement shall remain in full force and effect with respect to Licensee's remaining market(s), if any, following the transfer or Change of Control. 5. The transferee or new controlling entity, or proposed transferee or new controlling entity, as the case may be, shall provide Licensor with such financial data, certificates of insurance, copies of Permits, and other information as are required to be provided by Licensee hereunder in connection with entering into this License Agreement, or otherwise, and such materials and information shall be current and complete as of the effective date of such transfer or Change of Control. 6. The transferee shall promptly pay Licensor any transfer fees or charges then being charged generally by Licensor to transferees of licenses to use the Marks. In the case of a Change of Control, Licensee shall pay Licensor any similar fees then being charged generally by Licensor for such Changes of Control with respect to licensees of the Marks. Licensee shall be entitled to transfer, assign or pledge its rights under this License Agreement, or enter into a transaction resulting in a Change of Control of Licensee, with respect to a portion of a market in the Licensed Territory, pursuant to the provisions of this Section X.B. Licensee shall not be entitled to transfer, assign or pledge any of its rights or obligations under this License Agreement, except by complying with the provisions of this Section X.B. relating thereto, nor shall Licensee permit a Change of Control to occur without complying with the provisions of this Section X.B. Cellular One Group License Agreement 44 10/18/99X.B.

TRANSFER AND PLEDGE BY LICENSEE. If Licensee desires ii; the Licensed Territory (i) to sell its Primary Services business for one or more markets in the Licensed Territory and assign its rights under this License Agreement with respect to such market(s), (ii) to pledge or assign its rights under this License Agreement to a financial institution or other party in connection with a financing transaction involving Licensee, or (iii) enter into a transaction resulting in a Change of Control of Licensee, Licensee shall notify Licensor in writing and Licensee shall be entitled to transfer, assign, or pledge its rights under this License Agreement, or effect the Change of Control, as the case may be, provided: 1. Licensee shall not be in default under this License Agreement. 2. In the case of a transfer referred to in Section X.B.(i) above, the The transferee shall enter into a written assignment, in a form satisfactory to Licensor, assuming and agreeing to comply with, at Licensor's option, either this License Agreement or Licensor's then current form or forms of license agreement relating to the Marks. In , except that in the case of a pledge or collateral assignment to Cellular One Group License Agreement 43 10/18/99 a financial institution referred to in Section X.B.(ii) above), such pledge or collateral assignment shall need only be made subject to all of the terms and conditions of this License Agreement. In the case of a Change of Control referred to in Section X.B.(iii) above, Control; Licensee and the new controlling entity shall enter into a written agreement, in a form satisfactory to Licensor, agreeing that Licensee shall continue to be entitled to the rights and subject to the obligations of a licensee hereunder. 3. Licensee shall remain liable for all of the obligations to Licensor under this License Agreement prior to the effective date of transfer and shall execute any and all instruments reasonably requested by Licensor to evidence such liability. The transfer or Change of Control shall not affect any of the terms or provisions of this License Agreement or the status of the market(s) in the Licensed Territory pursuant hereto (including without limitation, a market's default or probation status under this License Agreement), all of which shall be or remain fully applicable to the transferee or Licensee, as the case may be. 4. Where Licensee provides Primary Services in more than one market and the transfer or Change of Control involves market(s) comprising less than all of the markets in the Licensed Territory, the transferee or Licensee, as the case may be, shall, at Licensor's option, shall enter into Licensor's then current form of license agreement for the market(s) being transferred or to which the Change of Control relates; in such event, this License Agreement shall remain in full force and effect with respect to Licensee's remaining market(s), if any, following the transfer or Change change of Control. 5. The transferee or new controlling entity, or proposed Proposed transferee or new controlling entity, as the case may be, shall provide Licensor with such financial data, certificates of insurance, copies of Permits, and other information as are required to be provided by Licensee hereunder in connection with entering into this License Agreement, or otherwise, and such materials and information shall be current and complete as of the effective date of such transfer or Change of Control. 6. The transferee shall promptly pay Licensor any transfer fees or charges then being charged generally by Licensor to transferees of licenses to use the Marks. In the case of a Change of Control, Licensee shall pay Licensor any similar fees then being charged generally by Licensor for such Changes of Control with respect to licensees of the Marks. Licensee shall be entitled to transfer, assign or pledge its rights under this License Agreement, or enter into a transaction resulting in a Change of Control of Licensee, with respect to a portion of a market in the Licensed Territory, pursuant to the provisions of this Section X.B. Licensee shall not be entitled to transfer, assign or pledge any of its rights or obligations under this License Agreement, except by complying with the provisions of this Section X.B. relating thereto, nor shall Licensee permit a Change of Control to occur without complying with the provisions of this Section X.B. Cellular One Group License Agreement 44 10/18/99X.B.

TRANSFER AND PLEDGE BY LICENSEE. If Licensee desires in the Licensed Territory (i) to sell its Primary Services business for one or more markets in the Licensed Territory and assign its rights under this License Agreement with respect to such market(s), (ii) to pledge or assign its rights under this License Agreement to a financial institution or other party in connection with a financing transaction involving Licensee, or (iii) enter into a transaction resulting in a Change of Control of Licensee, Licensee shall notify Licensor in writing and Licensee shall be entitled to transfer, assign, or pledge its rights under this License Agreement, or effect the Change of Control, as the case may be, provided: 1. Licensee shall not be in default under this License Agreement. 2. In the case of a transfer referred to in Section X.B.(i) above, the The transferee shall enter into a written assignment, in a form satisfactory to Licensor, assuming and agreeing to comply with, at Licensor's option, either this License Agreement or Licensor's then current form or forms of license agreement relating to the Marks. In , except that in the case of a pledge or collateral assignment to Cellular One Group License Agreement 43 10/18/99 a financial institution referred to in Section X.B.(ii) above), such pledge or collateral assignment shall need only be made subject to all of the terms and conditions of this License Agreement. In the case of a Change of Control referred to in Section X.B.(iii) aboveControl, Licensee and the new controlling entity shall enter into a written agreement, in a form satisfactory to Licensor, agreeing that Licensee shall continue to be entitled to the rights and subject to the obligations of a licensee hereunder. 3. Licensee shall remain liable for all of the obligations to Licensor under this License Agreement prior to the effective date of transfer and shall execute any and all instruments reasonably requested by Licensor to evidence such liability. The transfer or Change of Control shall not affect any of the terms or provisions of this License Agreement or the status of the market(s) in the Licensed Territory pursuant hereto (including without limitation, a market's default or probation status under this License Agreement), all of which shall be or remain fully applicable to the transferee or Licensee, as the case may be. 4. Where Licensee provides Primary Services in more than one market and the transfer or Change of Control involves market(s) comprising less than all of the markets in the Licensed Territory, the transferee or Licensee, as the case may be, shall, at Licensor's option, shall enter into Licensor's then current form of license agreement for the market(s) being transferred or to which the Change of Control relates; in such event, this License Agreement shall remain in full force and effect with respect to Licensee's remaining market(s), if any, following the transfer or Change change of Control. 5. The transferee or new controlling entity, or proposed transferee or new controlling entity, as the case may be, shall provide Licensor with such financial data, certificates of insurance, copies of Permits, and other information as are required to be provided by Licensee hereunder in connection with entering into this License Agreement, or otherwise, and such materials and information shall be current and complete as of the effective date of such transfer or Change of Control. 6. The transferee shall promptly pay Licensor any transfer fees or charges then being charged generally by Licensor to transferees of licenses to use the Marks. In the case of a Change of Control, Licensee shall pay Licensor any similar fees then being charged generally by Licensor for such Changes of Control with respect to licensees of the Marks. Licensee shall be entitled to transfer, assign or pledge its rights under this License Agreement, or enter into a transaction resulting in a Change of Control of Licensee, with respect to a portion of a market in the Licensed Territory, pursuant to the provisions of this Section X.B. Licensee shall not be entitled to transfer, assign or pledge any of its rights or obligations under this License Agreement, except by complying with the provisions of this Section X.B. relating thereto, nor shall Licensee permit a Change of Control to occur without complying with the provisions of this Section X.B. Cellular One Group License Agreement 44 10/18/99X.B.