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ATRUE COPY
<br />CEATIHCATION ON LAST PAGE
<br />liability hereunder. County may assign this License, in whole or in part, to any per4till 0411thiAMwho or
<br />which acquires fee title to the Premises and/or (b) who or which agrees to be subject to and bound by all
<br />provisions of this License. Except for the foregoing, assignment of this License by County must be approved
<br />by T -Mobile, in T -Mobile's sole discretion. Notwithstanding anything to the contrary herein, Licensee may
<br />assign or otherwise transfer its interest in the License to an affiliated entity or to any entity with which it may
<br />merge, consolidate or enter an asset or stock purchase agreement with.
<br />9. WARRANTIES AND REPRESENTATIONS.
<br />(a) County warrants and represents that it is the owner in fee simple of the Property, free and clear of all
<br />liens and encumbrances except as to those which may have been disclosed to T -Mobile, in writing prior to the
<br />execution hereof, and that it alone has full right to license the Premises for the term set out herein. County
<br />further represents and warrants that T -Mobile, on paying the license fees and performing its obligations
<br />hereunder, shall peaceably and quietly hold and enjoy the Premises for the term of this License.
<br />(b) County does hereby authorize T -Mobile and its employees, representatives, agents and consultants to
<br />prepare, execute, submit, file and present on behalf of County building, permitting, zoning or land -use
<br />applications with the appropriate local, state and/or federal agencies necessary to obtain land use changes,
<br />special exceptions, zoning variances, conditional use permits, special use permits, administrative permits,
<br />construction permits, operation permits and/or building permits. County understands that any such applications
<br />and/or the satisfaction of any requirements thereof may require County's cooperation, which County hereby
<br />agrees to provide.
<br />(c) County shall not do or permit anything that will interfere with or negate any special use permit or
<br />approval pertaining to the Premises or cause any tower on the Premises to be in nonconformance with
<br />applicable local, state, or federal laws. County shall cooperate with T -Mobile in any effort by T -Mobile to
<br />obtain certificates, permits, licenses and other approvals that may be required by any governmental authorities.
<br />County agrees to execute any necessary applications, consents or other documents as may be reasonably
<br />necessary for T -Mobile to apply for and obtain the proper zoning approvals required to use and maintain the
<br />Premises and the tower site.
<br />(d) County has complied with all, and will continue to comply with environmental, health, and safety laws
<br />with respect to the Premises, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim,
<br />demand, or notice has been filed or commenced against County or regarding the Premises alleging any failure to
<br />so comply. Without limiting the generality of the preceding sentence, County and the Premises are in
<br />compliance with all environmental, health, and safety laws. No asbestos -containing thermal insulation or
<br />products containing PCB, formaldehyde, chlordane, or heptachlor or other hazardous materials have been
<br />placed on or in the Premises by County or, to the knowledge of County, by any prior owner or user of the
<br />Premises. To the knowledge of County, there has been no release of or contamination by hazardous materials
<br />on the Premises.
<br />(e) All utilities required for the operation of the T -Mobile's improvements must enter the Premises through
<br />adjoining public streets or, if they pass through an adjoining private tract, do so in accordance with valid public
<br />easements. All utilities are installed and operating and all installation and connection charges have been paid in
<br />full.
<br />(f) County has no knowledge of any fact or condition that could result in the termination or reduction of the
<br />current access from the Premises to existing highways and roads, or to sewer or other utility services serving the
<br />Premises. The Premises abuts on and has direct vehicular access to a public road, or has access to a public road
<br />via a permanent, irrevocable, appurtenant easement benefiting the parcel of real property, and access to the
<br />property is provided by paved public right-of-way with adequate curb cuts available.
<br />(g) With respect to the Premises, except as disclosed in writing to T -Mobile prior to the execution hereof
<br />and except for the leases with the County's existing tenants: there currently exist no licenses, sublicenses, or
<br />other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of
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