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creditors; or if any action is brought by TowerCo seeking the appointnment of a trustee, interim
<br />trustee, receiver or other custodian for any of its property under state law; or if any action is
<br />brought against TowerCo seeking its dissolution or liquidation of any of its assets, or seeking the
<br />appointment of a trustee, interim trustee, receiver or other custodian for any of its property under
<br />state law, and any such action is consented to or acquiesced in by TowerCo or is not dismissed
<br />within ninety (90) days after the date upon which it was instituted; or if any reorganization or
<br />arrangement proceeding is instituted against TowerCo for the settlement, readjustment,
<br />composition or extension of any of its debts upon any terms, and such proceeding is consented to
<br />or acquiesced in by TowerCo or is not dismissed within ninety (90) days after the date upon which
<br />it was instituted; or if any action or petition is otherwise brought against TowerCo seeking similaz
<br />relief or alleging that it is insolvent, unable to pay its debts as they mature or generally not paying
<br />its debts as they become due, and such action or petition is consented to or acquiesced in by
<br />TowerCo or is not dismissed within thirty (30) days after the date upon which it was brought.
<br />(h) Upon the occurrence of any event of default by TowerCo under Section 32(g) in
<br />respect of any Site, the applicable Sublessor may terminate this Agreement as to the applicable Site by
<br />giving TowerCo written notice of termination, and this Agreement shall be terminated as to such Site, at
<br />the time designated by such Sublessor in its notice of termination to TowerCo, unless otherwise provided
<br />herein. Upon the occurrence of unwaived events of default (whether of the same or different types) by
<br />TowerCo under Section 32(g) in respect of more than one hundred (100) Sites during any consecutive
<br />five (5) yeaz period, AirTouch may terminate this Agreement as to all Sites, by giving TowerCo written
<br />notice of termination, and this Agreement shall be terminated as to all Sites at the time designated by
<br />AirTouch in its notice of termination to TowerCo.
<br />(i) Upon the occurrence of any event of default by Towerco under this Section 32 in
<br />respect of any Site, the applicable Sublessor shall give every Permitted Subleasehold Mortgagee known to
<br />such Sublessor written notice of, and opportunity to cure within forty-five (45) days after receipt of such
<br />Sublessor's written notice of default, all existing defaults hereunder. In the event the Pemmitted
<br />Subleasehold Mortgagee(s) fail to cure defaults as to any Site within such forty-five (45) day period, such
<br />Sublessor may terminate this Agreement as to such Site. The parties hereto agree that prior to the date
<br />upon which such Sublessor has the right to terminate this Agreement as to such Site, any Pemmitted
<br />Subleasehold Mortgagee may, at its option, be substituted and replace TowerCo as sublessee hereunder
<br />(and TowerCo agrees to relinquish all-rights hereunder) by assuming and agreeing to be bound by each
<br />and every term, covenant, condition, agreement, requirement, restriction and provision set forth in this
<br />Agreement, and subject to all rights, title and interest of the applicable Sublessor, provided, that in the
<br />event there have been more than one hundred (100) events of default within any five (5) yeaz period, such
<br />Permitted Subleasehold Mortgagee may, prior to termination of this Agreement by Air'I'ouch, transfer its
<br />interest under this Agreement in its entirety after providing evidence satisfactory to Air'I'ouch that the
<br />proposed assignee is not an AirTouch Competitor, has appropriate industry experience and capability to
<br />reasonably perform the obligations of TowerCo hereunder and under other agreements relating to or
<br />concerning the transactions between AirTouch and Towerco.
<br />(j) A Party's pursuit of any one or more of the remedies provided in this Agreement
<br />shall not constitute an election of remedies excluding the election of another remedy or other remedies, or
<br />a forfeiture or waiver of any Site Payment, Rent or other amounts payable under this Agreement as to the
<br />applicable Site by such Party or waiver of any relief or damages or other sums accruing to such Party by
<br />reason of the other Party's failure to fully and completely keep, observe, perform, satisfy and comply with
<br />all of the agreements, terms, covenants, conditions, requirements, provisions and restrictions of this
<br />Agreement.
<br />(k) Either Party's forbearance in pursuing or exercising one or more of its remedies
<br />shall not be deemed or construed to constitute a waiver of any event of default or of any remedy. No
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