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3.7 Licensee shall have the right to use a direct deposit system with regard to License <br />Fee payments. Licensor agrees to cooperate with Licensee in providing requisite information to <br />Licensee for such direct deposit. The implementation of the direct deposit system shall be at <br />Licensee's expense. <br />4. ASSIGNMENT OR SUBLICENSING. <br />4.1 Licensee shall not assign this License in whole or in part without the prior express <br />written consent of the Licensor, which consent may be withheld in the Licensor's sole discretion, <br />notwithstanding sections 1995.260 and 1995.270 of the California Civil Code, and as they may <br />be amended. Notwithstanding the foregoing, Licensee may assign, transfer or sell (each, a <br />"Transfer') this License and its other rights and obligations hereunder (including, without <br />limitation its rights to renew) to (a) any person or business entity which is an "Affiliate" of <br />Licensee, or (b) any entity acquiring all or substantially all of Licensee's assets in the market as <br />defined by the Federal Communications Commission in which the Property is located, upon prior <br />written notification to Licensor. Licensee will not be relieved of any future performance, <br />liabilities and obligations under this License following a Transfer of this License to an Affiliate. <br />For purposes of this subparagraph, "Affillate" shall mean any person or entity that is under the <br />ultimate control of AT&T hrc., a Delaware corporation. "Control" of a person or entity means <br />the power (directly or indirectly) to direct the management or policies of that person or entity, <br />whether through the ownership of voting securities, by contract, by agency or otherwise. <br />4.2 Licensee may not sublicense all or any portion of the Premises or any of its rights <br />hereunder except with the prior written consent of Licensor, which consent may be withheld in <br />the Licensor's sole discretion, notwithstanding sections 1995.260 and 1995.270 of the California <br />Civil Code, and as they may be amended. Licensee must submit sublicense requests to Licensor <br />in writing together with a final execution copy of the sublicense agreement and its appendices <br />and exhibits with no redactions. Any sublicense that is entered into by Licensee with the prior <br />written consent of Licensor shall be subject to the provisions of this License and shall be binding <br />upon the successors, assigns, heirs and legal representatives of the respective Parties hereto. As <br />contemplated herein a sublicensee approved by Licensor pursuant to this Section is known as an <br />"Authorized Sublicensee." Licensee acknowledges that Licensor may refuse to consent to any <br />proposed sublicense that involves the collocation of a third party's facilities unless Licensee <br />and/or the proposed sublicensee agrees to pay to Licensor additional fees and the proposed <br />sublicensee agrees in writing to comply with all of the terms and conditions of the License from <br />and after the effective date of the consent to sublicense. Notwithstanding the foregoing, Licensee <br />shall have the right to sublicense all or any portion of the Premises only to an Affiliate of <br />Licensee without Licensor's prior consent, but upon notice to Licensor. In the event that <br />Licensee sublicensee all or any portion of the Premises to an Affiliate of Licensee, such Affiliate <br />shall be subject to all of the terms and conditions of this License, including, without limitation, <br />Section 6, Improvements & Utilities, below. <br />4.3 Any unauthorized assignment or sublicense by Licensee shall be void and <br />Licensor shall have the right to terminate this License thereafter. <br />REV: 11-14-18 DZ <br />Page 6 of 35 <br />ATTY/AGR.2018.264/New Cingular Wireless PCS, LLC - Wireless Communications Site License <br />Agreement 555 California Way <br />