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<br />28 <br />acceptability of the proposed Assignee and legal costs incurred in connection with considering <br />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 Licenses issued under it (a “Permitted <br />Assignment”), without the City’s prior consent but with notice to the City as provided <br />below, to: (i) an Affiliate; (ii) a Subsidiary; (iii) an entity that acquires all or substantially all <br />of Licensee’s assets in the market in which the License Area is located (as the market is <br />defined by the FCC under an order or directive of the FCC); (iv) an entity that acquires <br />Licensee by a change of stock ownership or partnership interest; or (v) an entity <br />Controlled by Licensee or that, with Licensee, is under the Common Control of a third <br />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 License to the contrary, certain Equipment deployed by Licensee in the License <br />Areas pursuant to this Master License may be owned and/or operated by Licensee’s third-party <br />wireless carrier customers (“Carriers”) and installed and maintained by Licensee pursuant to <br />license agreements between Licensee and the Carriers. Such Equipment shall be treated as <br />Licensee’s Equipment for all purposes under this Master License and applicable Pole Licenses, <br />provided that (i) Licensee remains responsible and liable for all performance obligations under <br />this Master License and the applicable Pole Licenses with respect to such Equipment; (ii) City’s <br />sole point of contact regarding such Facilities shall be Licensee; and (iii) Licensee shall have the <br />right to remove and relocate such Equipment without the need for consent by City. <br /> <br />17 DEFAULT <br />17.1 Events of Default by Licensee. <br />Any of the following will constitute an event of default by Licensee under this Master <br />License and any Pole Licenses issued under it: <br />17.1.1 Nonpayment of Fees. Licensee fails to pay any License Fee or <br />Additional Fees as and when due, if the failure continues for thirty (30) days after written <br />notice from City to Licensee of such failure. <br />17.1.2 Lapsed Regulatory Approvals. Licensee fails to maintain all Regulatory <br />Approvals required for the Permitted Use, if the failure continues for 10 days after written <br />notice from City to Licensee of such failure. <br />17.1.3 Prohibited Assignment. Licensee enters into an Assignment in violation <br />of Article 16 (Assignment).