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(b) If a Sublessor fails to pay any Ground Rent or to make any other payment or to
<br />take any other action when and as required under this Agreement, TowerCo may, except as othemwise
<br />provided in this Agreement, without demand upon AirTouch, and without waiving or releasing such
<br />Sublessor from any duty, obligation or liability under this Agreement, pay any such Ground Rent, make
<br />any such other payment or take any such other action required of such Sublessor. Unless such Sublessor's
<br />failure results in or relates to an Emergency, TowerCo shall give such Sublessor at least ten (10) days
<br />prior written notice of TowerCo's action and AirTouch or the applicable Sublessor shall have the right to
<br />cure such failure within such 10-day period. No such notice shall be required in the event of an
<br />Emergency. The actions which TowerCo may take shall include, but are not limited to, the payment of
<br />insurance premiums which AirTouch is required to pay under this Agreement and the payment of Taxes
<br />which AirTouch is required to pay under this Agreement. TowerCo may pay all incidental costs and
<br />expenses incurred in exercising its rights underthis Section 31, including, without limitation, reasonable
<br />attorneys' fees and expenses, penalties, reinstatement fees, late charges, and interest. One hundred
<br />twenty-five percent (125%) of the direct reasonable costs attributable to TowerCo's rights under this
<br />Section 31 shall bear interest at the Interest Rate from the date of payment by TowerCo and shall be
<br />payable by AirTouch on behalf of all Sublessors to TowerCo upon demand.
<br />(c) For purposes of this Section 31, the term "Emergency" means any event that
<br />causes, has caused or is likely to cause: (i) as to AirTouch or any Sublessor or an AirTouch Affiliate or
<br />TowerCo, any bodily injury, personal injury or properly damage-, (ii) as to AirTouch ar any Sublessor or
<br />an AirTouch Affiliate, suspension, revocation or termination of, or any other adverse material effect on
<br />AirTouch's, such applicable Sublessots or such Affiliates' licenses and/or pemuts; (iii) as to AirTouch or
<br />any Sublessor, any material adverse effect on the ability of AirTouch or any Sublessor or their Affiliates
<br />to operate their Communication Facilities on the subject Site; (iv) as to TowerCo, any material adverse
<br />effect on the ability of TowerCo to operate its Subleased Property on such Site; and (v) as to TowerCo, a
<br />termination of the Ground Lease with respect to such Site.
<br />32. DEFAULTS AND REMEDIES.
<br />(a) The following events shall constitute events of default by a Sublessor.
<br />(i) If the applicable Sublessor fails to make payment of any Site Maintenance
<br />Charge or other amount due hereunder and such failure continues for thirty (30) days after receipt
<br />of notice from TowemCo of such failure to pay;
<br />(ii) If the applicable Sublessor fins to timely pay Ground Rent as provided in
<br />Section 3 (h) within any applicable grace period thereunder or to perform any other material
<br />obligations pursuant to the applicable Ground Lease for a Site that such Sublessor is expressly
<br />required to perform pursuant to the terms of this Agreement, and shall not cure such failure within
<br />any applicable cure period under such Ground Lease, or within thirty (30) days after TowerCo
<br />gives such Sublessor written notice thereof, whichever is earlier, or
<br />(iii) If the applicable Sublessor shall violate or breach, or shall fail fully and
<br />completely to observe, keep, satisfy, perform and comply with, any agreement, temm, covenant,
<br />condition, requirement, restriction or provision of this Agreement in respect of any Site (which
<br />violations, breaches or failures may be different for each Site), and shall not cure such violation,
<br />breach or failure within thirty (30) days after TowemCo gives such Sublessor written notice
<br />thereof, or, if such failure shall be incapable of came within thirty (30) days, if such Sublessor shall
<br />not commence to cure such fiilure within such thirty (30)- day period and continuously prosecute
<br />the performance of the same to completion with due diligence.
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