Common use of Permitted Assignments by Clearwire: Distinct Service Entity Clause in Contracts

Permitted Assignments by Clearwire: Distinct Service Entity. Notwithstanding the foregoing but subject to Section 10(d), Clearwire, with prior notice to Licensee but without the prior consent of Licensee, may: (1) assign any of its rights under this Agreement as collateral, provided that Clearwire shall remain responsible for performance of all its obligations under this Agreement and related obligations under the Master Agreement and further provided that the assignment shall be subject to the provisions of Section 9-408(d) of the Uniform Commercial Code (Official Text); and (2) sell, assign, sublease, delegate or transfer this Agreement or any of its rights or obligations hereunder to any of Clearwire's Affiliates or any entity that acquires all or substantially all of the assets of the Clearwire subsidiaries that hold the U.S. assets and operating companies. In the event that an entity (a "SERVICE ENTITY") other than Clearwire is not the direct provider of any one or more of the Access Right Royalties, within ten (10) days of Licensee's request, Clearwire shall cause such Service Entity to execute and to deliver a written undertaking, in form and substance reasonably acceptable to Licensee, to provide such Access Right Royalties as it may provide in accordance with the provisions of this Agreement applicable thereto, including an assumption of the obligations of Clearwire under Section 7 and to be jointly and severally liable with Clearwire therefore (a "SERVICE ENTITY AGREEMENT"). No Service Entity Agreement shall be deemed to relieve Clearwire of any of its Access Right Royalty obligations hereunder.