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2 <br />AGREEMENT <br />1 PURPOSE, DEFINITIONS, AND BASIC LICENSE INFORMATION <br />1.1 Purpose. <br />1.1.1 Master License. This Master License: (i) establishes the legal relationship <br />and framework under which Licensee may apply to the City for and obtain a revocable, <br />nonpossessory license to use the License Area identified in Pole Licenses issued under <br />this Master License for the Permitted Use; (ii) governs the fees, charges, procedures, <br />requirements, terms, and conditions by which the City will issue Pole License(s) to <br />Licensee; and (iii) authorizes Licensee to engage in the Permitted Use only after Pole <br />Licenses are issued under this Master License. <br />1.1.2 Pole Licenses. Pole Licenses that the City issues under this Master <br />License will: (i) authorize Licensee to engage in the Permitted Use; (ii) specify approved <br />Pole Locations, any site constraints, and any additional installation, operation, access, <br />and maintenance requirements specific to those Pole Locations; (iii) grant a license, but <br />not a leasehold interest, to Licensee only as a part of and subject to the terms and <br />conditions of this Master License; and (iv) not amend any term or condition of this Master <br />License. <br />1.1.3 Non-City Poles. The parties agree that Licensee may seek to install <br />Equipment on poles owned by any other public or private party, or as otherwise permitted <br />by Laws, as long as Licensee obtains all necessary permits for such installation, including, <br />without limitation, a City-issued Encroachment Permit. <br />1.2 Basic License Information. <br />The Basic License Information in the preceding pages is intended to provide a summary <br />of certain provisions relating to the licenses that the City will grant to Licensee in accordance with <br />this Master License and is for the parties’ reference only. If any information in the Basic License <br />Information conflicts with any more specific provision of this Master License or any Pole License <br />issued under it, the more specific provision will control. <br />1.3 Definitions. <br />Capitalized and other defined terms used in this Master License and all exhibits have the <br />meanings given to them in this Section or in the text where indicated below, subject to the rules <br />of interpretation set forth in Section 28.4 (Interpretation of Licenses). <br />“Acknowledgment Letter” is defined in Subsection 4.1.2. <br />“Additional Fees” is defined in Subsection 4.8.1. <br />“Adjustment Date” is defined in Section 4.3. <br />“Administrative Payments” is defined in Section 4.7. <br />“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under <br />the common control with Licensee. <br />“Agents” when used with respect to either party includes the agents, employees, officers, <br />contractors, subcontractors, and representatives of that party in relation to this Master License and <br />the License Area. <br />“Approved Plans” is defined in Subsection 7.1.1. <br />“Assignee” is defined in Section 16.2. <br />“Assignment” means any of the following: (a) a merger, acquisition, or other transfer of a <br />controlling interest in Licensee, voluntarily or by operation of Law; (b) Licensee’s sale,