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action to be brought, commenced, prosecuted; maintained, either at law or equity, in any court of the
<br />United States or any state thereof against any direct or indirect member or. general or limited parhier of
<br />any Sublessor or any officer, director, partner, employee or agent of any Sublessor or any direct or
<br />indirect member or general or limited partrier of any Sublessor for (i) the payment of any amount or the
<br />performance of any obligation under any this Agreement or (ii) the satisfaction of any liability arising in
<br />connection with any such payment or obligation or otherwise, including without limitation, liability
<br />arising in law for tort (including, without limitation, for active and passive negligence, negligent
<br />misrepresentation and fiaud), equity (including, without limitation, for indemnification and contribution)
<br />and contract (including, without limitation, monetary damages for the breach of representation or
<br />warranty or performance of any of the covenants or obligations contained in this Agreement or with the
<br />transactions contemplated herein or therein).
<br />(fj TowerCo's remedy stated in Section 32(b) above shall not preclude pursuit of any
<br />other remedy or remedies provided in this Agreement or any other remedy or remedies provided for or
<br />allowed by law orin equity, separately or concurrently or in any combination.
<br />(g) The following events shall constitute events of default by TowerCo:
<br />(i) If TowerCo fails to make payment of any Rent or other amount hereunder
<br />and such failure continues for thirty (30) days after receipt of notice from Sublessor of such fiilure
<br />to pay; or
<br />(ii) TowerCo shall violate or breach, or shall fail fully and completely to
<br />observe, keep, satisfy, perform and comply with, any term, covenant, condition, requiremem,
<br />restriction or provision of this Agreement with respect to any Site (which violations, breaches or
<br />failures may be different for each Site), and shall not cure such violation, breach or failure within
<br />thirty (30) days after AirTouch gives TowerCo written notice thereof, or, if such failure shall be
<br />incapable of cure within thirty (30) days, if TowerCo shall not commence to cure such failure
<br />within such thirty (30) day period and continuously prosecute the performance of the same to
<br />completion with due diligence, or (y) the aggregate amount of Reimbursable Maintenance
<br />Expenses in respect of any Site pursuant to Section 31(a) exceeds $2,000 (minus any amount of
<br />Reimbursable Maintenance Expenses incurred by any such Sublessor as a result of an
<br />"Emergency" (as defined in Section 31(c)) and which are not paid by TowerCo to such Sublessor
<br />within ten (10) days a$er TowerCo's receipt of written notice from such Sublessor that such sums
<br />are due) on at least two occurrences within the same Sublease Year, whether or not reimbursed by
<br />TowerCo or included in the calculation of the Site Payment; or
<br />(iii) Any representation or warranty made by TowerCo in this Agreement or any
<br />Site Designation Supplement shall be false or misleading in any material respect on the date as of
<br />which made (or deemed made) and TowerCo does not cure such failure within thirty (30) days
<br />after the applicable Sublessor gives TowerCo written notice thereof, or
<br />(iv) TowerCo shall violate or breach, or shall fail fully and completely to
<br />observe, keep, satisfy or perform any obligation for money borrowed involving not less than
<br />$5,000,000 in principal amount (or such other amount as shall from time to time be set forth in
<br />Parent's senior credit agreements) in connection with this Agreement, including, without
<br />limitation, Mortgages, or any obligation under notes payable or drafts accepted, or any obligation
<br />of any other agreement, term or condition contained in any indenture or agreement under which
<br />any such obligation is created, guaranteed or secured if the effect of such default is to cause such
<br />obligation to become due prior to its stated maturity; or
<br />(v) If TowerCo becomes insolvent as defined in the Uniform Commercial Code
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