1999 036 Ordinance - Laserfiche WebLink

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condition of any agreement executed or to be executed by it, (b) any right to the enforcement, assertion or exercise by AirTouch or any other Sublessor of any right, power, privilege or remedy conferred herein or in any agreement or otherwise, (c) any requirement of promptness or diligence on the part of AirTouch or any other Sublessor hereunder, (d) any requirement on the part of AirTouch or any other sublessor to mitigate the damages resulting from any Defatilt:hereunder orunder any other agreement, (e) any other circumstances whatsoever which might otherwise constitute a legal or equitable discharge, release or defense of a guarantor or surety, or which might otherwise limit recourse against Parent, or (f) any right to require AirTouch or any other Sublessor to proceed against any security or to enforce any right. The obligations of Parent set forth herein constitute the full recourse obligations of Parent enforceable against it to the fullest extent of all of its assets and properties, notwithstanding any provision in any other agreements limiting the liability of Parent, TowerCo or any TowerCo Affiliate or any other Person. Parent will not assert any right to which it may become entitled, including in any banlQUptcy, insolvency or similar proceeding relating to TowerCo or a TowerCo Affiliate, whether by subrogation, contribution or otherwise, against TowerCo or such TowerCv Affiliate or any of its properties, by reason of the performance by Parent of its obligations under this Section, until such tune as all of the obligation of TowerCo or TowerCo Affiliate to AirTouch or any other applicable Sublessor shall be duly and fully performed. . (f) Each Party hereby agrees that any attempt of the other Party to assign its interest in this Agreement or any of its rights hereunder, in whole or in part, in violation of this Section 26 shall constitute a default under this Agreement and shall be null and void ab initio. (g) In the event that a. Ground Lease restricts TowerCo's ability to sublease space on the Subleased Property, the applicable Sublessor agrees that it shall use commercially reasonable efforts to assist and cooperate with TowerCo in obtaining any such necessary consents, at TowerCo's sole cost and expense, from the Ground Lessor. (h) Restrictions on Transfers of TowerCo Stock. Parent shall not directly or indirectly sell, assign, pledge, hypothecate, transfer or otherwise dispose (for purposes of this paragraph, a "transfer"), and shall not permit any transfer, of any or all of the capital stock of TowerCo, other than (i) those pledges to lenders as are described in Schedule 5.11 of the Agreement to Sublease, or (ii) a transfer of TowerCo's capital stock pursuant to the exercise of the lenders' foreclosure remedies pursuant to the foregoing pledges, or to assignees of such foreclosing lenders, but only so long as the proposed transferee is a Qualified Stock Transferee (as defined below) that agrees in writing to be bound by the restrictions on transfer set forth in this Section 26(h). All purported transfers of TowerCo capital stock that do not comply with this Section shall be void ab initio. Parent shall cause all certificates representing shares of TowerCo capital stock to bear a legend referencing the transfer restrictions set forth herein. 'A "Qualified Stock Transferee" means a transferee to whom TowerCo could have transferred its assets pursuant to the provisions of Section 26(a). Notwithstanding anything to the contrary in this Agreement, the obligations of Parent in this Section shall survive until the expiration or temrination of this Agreement. 27. TOWERCO'S DATABASE AND NOCC. During the Term of this Agreement TowerCo will make available to AirTouch TowerCo's tower assets database and network operating control center (the "NOGG"). TowerCo grants AirTouch and the other Sublessors electronic access to the NOCC twenty-four (24) hours per day, seven (?) days per week, to permit AirTouch and the other Sublessors to maintain records as to Towers subject to this Agreement. TowerCo hereby grants AirTouch and the other Sublessors a royalty free license during the Term of this Agreement to use any proprietary software, including any updates relating to such software, neces~ry to access the NOCC and to use any software, manuals, and related documentation subject to AirTouch's and the other Sublessors' obligations p» ,a t to Paragraph 39 and so long as AirTouch and the other Sublessors use such software only for their own purposes.