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company or any affiliate or subsidiary of Licensee or its parent company or to any entity with or into which Licensee is merged or consolidated, or to any entity resulting from a reorganization of Licensee or its parent company. However, Licensee shall not assign, or otherwise transfer all or any part of its interest in this Agreement or in the Premises to a third party without the prior written consent of Licensor. Licensee shall not sublease or sublicense the Premises . This Agreement shall be binding upon the respective parties, their assigns, and successors . From and after the date the Agreement has been sold, assigned or transferred by Licensee to an approved third party agreeing to be subject to the terms hereof, Licensee shall immediately be released from any and all liability under this Agreement, including the payment of any rental or other sums due, without any further action. 12_ AS IS , Licensee takes the facilities as is and Licensor does not warrant that the facility is sufficient for the use intended by Licensee. Notwithstanding the foregoing, Licensor warrants that there are no deeds to secure debt, mortgages, liens, recorded agreements or judgments encumbering the Property and no restrictive covenants, or other encumbrances on the title to the Property that would prevent Licensee from using the Premises for the uses intended by Licensee as set forth in this Agreement. Licensor further agrees and warrants that it shall provide and be responsible for maintenance and repairs to the Elevated Tank to preserve the Elevated Tank in good order and condition. Licensor shall maintain all common areas on the Property and Premises . Licensor may allow Licensee to modify the facility to make the facility usable by Licensee. Such modification is subject to Licensor' s prior written approval . All modifications, which are approved by Licensor, shall be made at the sole expense of Licensee . 13 . LIC'FNSOW, s ADDITIONAL . DUTIES. (a) Licensor understands and agrees that the continuity of Licensee ' s services is of paramount importance to Licensee . Licensor shall at all times exercise the highest standard of care and judgment to prevent damage to Licensee ' s services . Licensor will cause any subsequent licensees to verify by frequency search that its signal will not interfere with Licensee ' s . In the event any of Licensor's other licensees ' signals causes material interference with Licensee's Facilities, Licensor will exercise its best efforts to promptly and diligently resolve such problems after notice by Licensee to Licensor. In the event that material interference continues for a period of forty-eight (48) hours after Licensee sends written notice, Licensee shall so notify Licensor in writing, and Licensor shall cause the interfering operation to cease except for brief tests, which are necessary to determine the cause of the interference. If such interference ' cannot be eliminated, Licensee, in its discretion, has the right to (i) request Licensor to cause the interfering party to cease operations permanently or (ii) request Licensor, upon full agreement with Licensee, to allow Licensee to relocate at a different location on the Elevated Tank, at Licensee ' s expense or (iii) immediately terminate this Agreement without further obligation to Licensor. Material interference shall be deemed to be any interference, which violates the terms and conditions of transmitter licenses, and/or rules and regulations of the Federal Communications Commission. In no event will Licensor be liable for any consequential damages (including, without limitation, lost profits) arising from any such interference . (b) Licensor agrees that Licensee shall have access to the Elevated Tank and the Premises on which the Elevated Tank is located 24 hours per day, seven days a week, following notice to Licensor ' s Utility Services Director or his designee for the purpose of maintaining and repairing Page 6 of 15 F:\Utilities\UTILITY - ENGINEERING\WTP - South RO\Cellular Antennas and Wireless Info\T-Mobile 001 - Gifford Water Tank License to Occupy March 12, 2004.DOC