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Market:Northern California Cell Site Number:CNU0413 Search Ring Name:Livermore Cell Site Name:Livermore(CA) Fixed Asset Number:10087959 either in whole or in part, or in any manner, without the prior written consent of the City. Lessee shall not allow any other person or entity to occupy or use all or any part of the Leased Areas, without first obtaining the City's written consent. In order to obtain Cities' written consent for any such assignment other than a Permitted Transfer, the proposed assignee or transferee must demonstrate to the satisfaction of Cities that it possesses the legal, financial and technical qualifications necessary to perform all the terms, conditions and obligations under this Lease Agreement for the remaining term thereof, and such reasonable additional obligations required by the assignee or transferee by the Cities for the specific and limited purpose of assuring the performance of all the terms, conditions and obligations of this Lease Agreement. Notwithstanding the foregoing, Lessee shall have the right upon notice to the City, but without the necessity of the Cities' consent (each a "Permitted Transfer") to assign, sell or other transfer this Lease Agreement (i) to any Affiliate of Lessee; or (ii) in connection with the sale, merger, or exchange of substantially all of Lessee's assets in the FCC market area where the Property is located. An "Affiliate" means with respect any person or entity that (directly or indirectly) controls, is controlled by, or under common control with, that party. "Control" of a person or entity means the power (directly or indirectly) to direct the management or policies of that person or entity, whether through the ownership of voting securities, by contract, by agency or otherwise. All successors to this Lease Agreement will be subject to the all terms and conditions of this Lease Agreement. (b) Involuntary Assignment. No interest of Lessee in this Lease Agreement shall be assignable by operation of law, including, without limitation, the transfer of this Lease Agreement by testacy or intestacy. Each of the following acts shall be considered an involuntary assignment: (1) If Lessee is or becomes bankrupt or insolvent, makes an assignment for the benefit of creditors, or institutes a proceeding under the Bankruptcy Act in which Lessee is the bankrupt; or, if Lessee is a partnership or consists of more than one person or entity, if any partner of the partnership or other person or entity is or becomes bankrupt or insolvent, or makes an assignment for the benefit of creditors; (2) If a writ of attachment or execution is levied on this Lease Agreement; (3) If, in any proceeding or action to which Lessee is a party, a receiver is appointed with authority to take possession of the Leased Areas. An involuntary assignment shall constitute a default by Lessee and Cities shall have the right to elect to terminate this Lease Agreement, in which case this Lease Agreement shall not be treated as an asset of Lessee. If a writ of attachment or execution is levied on this Lease Agreement, Lessee shall have sixty (60) days in which to cause the attachment or execution to be removed. If any involuntary proceeding in bankruptcy is brought against Lessee, or if a receiver is appointed, Lessee shall have one hundred twenty (120) days in which to have the involuntary proceeding dismissed or the receiver removed. Lease for Installation of Telecommunications Equipment-Final Page 12