Common use of NO ASSIGNMENT BY LESSEE Clause in Contracts

NO ASSIGNMENT BY LESSEE. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or in Lessee, whether by operation of law or otherwise without the prior written consent of Lessor, which consent will not be unreasonably withheld, considering such matters as the experience and financial strength of any assignee, the assumption by any assignee of all of Lessee’s obligations hereunder by undertakings enforceable by Lessor, and the transfer to or procurement of all necessary licenses and franchises to an assignee in order to continue operating the Properties for the purposes herein provided. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of the Properties shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. Notwithstanding the foregoing, establishment of any new Affiliate of Lessee or any merger or consolidation of any Lessee Entity with another Person or any admission of new partners or substitution of partners in any Lessee Entity resulting in continuation or expansion of the present business and use of the Facilities, equal or greater creditworthiness in the merged, consolidated or amended entity structure, as determined by Lessor in its reasonable discretion, and equal or greater experience in the operation of comparable business and use shall be approved and consented to by Lessor, so long as any successor to a Lessee Entity assumes such Lessee’s obligations hereunder in writing (“Permitted Transfer”). Prior to any such Permitted Transfer, Lessee shall notify Lessor in writing and shall submit any information Lessor reasonably requires to make a determination regarding the creditworthiness of the proposed transferee and its experience in the operation of comparable businesses to the permitted use of the Properties. Lessor’s approval shall be deemed granted if Lessor fails to respond within fifteen (15) days of Lessee’s written notification in compliance with this section. If Lessor declines to approve, it shall state with particularity its grounds for such determination.

NO ASSIGNMENT BY LESSEE. (a) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Subject to Section 14.02(b), Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee, whether by operation of law Law or otherwise otherwise, without the prior written consent of Lessor, which consent will may not be unreasonably conditioned, delayed or withheld, considering such matters as the experience and financial strength of any assignee, the assumption by any assignee of all of Lessee’s obligations hereunder by undertakings enforceable by Lessor, and the transfer to or procurement of all necessary licenses and franchises to an assignee in order to continue operating the Properties for the purposes herein provided. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee 24 4849-3174-9992.2 STORE/Synalloy A&R Master Lease Agreement 7 Properties in OH, PA, SC, TN and TX File No. 0000/00-000 Xxxxxx under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of the Properties this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor, which shall not be unreasonably conditioned, delayed or withheld. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. Notwithstanding the foregoing, establishment Lessor shall review and provide approval or reasons for withholding approval of any new Affiliate of Lessee or any merger or consolidation of any Lessee Entity with another Person or any admission of new partners or substitution of partners in any Lessee Entity resulting in continuation or expansion of the present business and use of the Facilities, equal or greater creditworthiness in the merged, consolidated or amended entity structure, as determined by Lessor in its reasonable discretion, and equal or greater experience in the operation of comparable business and use shall be approved and consented to by Lessor, so long as any successor to a Lessee Entity assumes such Lessee’s obligations hereunder in writing (“Permitted Transfer”). Prior to any such Permitted Transfer, Lessee shall notify Lessor in writing and shall submit any information Lessor reasonably requires to make a determination regarding the creditworthiness of the proposed transferee and its experience in the operation of comparable businesses to the permitted use of the Properties. Lessor’s approval shall be deemed granted if Lessor fails to respond an assignment within fifteen (15) days of Lessee’s written notification in compliance with this section. If Lessor declines to approve, it shall state with particularity its grounds request for such determinationapproval.

NO ASSIGNMENT BY LESSEE. (a) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Subject to Section 14.02(b), Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee, whether by operation of law Law or otherwise otherwise, without the prior written consent of Lessor, which consent will may not be unreasonably conditioned, delayed or withheld, considering such matters as the experience and financial strength of any assignee, the assumption by any assignee of all of Lessee’s obligations hereunder by undertakings enforceable by Lessor, and the transfer to or procurement of all necessary licenses and franchises to an assignee in order to continue operating the Properties for the purposes herein provided. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of the Properties this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor, which shall not be unreasonably conditioned, delayed or withheld. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. Notwithstanding the foregoing, establishment Lessor shall review and provide approval or reasons for withholding approval of any new Affiliate of Lessee or any merger or consolidation of any Lessee Entity with another Person or any admission of new partners or substitution of partners in any Lessee Entity resulting in continuation or expansion of the present business and use of the Facilities, equal or greater creditworthiness in the merged, consolidated or amended entity structure, as determined by Lessor in its reasonable discretion, and equal or greater experience in the operation of comparable business and use shall be approved and consented to by Lessor, so long as any successor to a Lessee Entity assumes such Lessee’s obligations hereunder in writing (“Permitted Transfer”). Prior to any such Permitted Transfer, Lessee shall notify Lessor in writing and shall submit any information Lessor reasonably requires to make a determination regarding the creditworthiness of the proposed transferee and its experience in the operation of comparable businesses to the permitted use of the Properties. Lessor’s approval shall be deemed granted if Lessor fails to respond an assignment within fifteen (15) days of Lessee’s written notification in compliance with this section. If Lessor declines to approve, it shall state with particularity its grounds request for such determinationapproval.

NO ASSIGNMENT BY LESSEE. (a) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Subject to the provisions of Section 14.02(b) below, Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein herein, or any interest in Lessee, whether by operation of law or otherwise otherwise, without the prior written consent of Lessor; provided, which consent will not be unreasonably withheldhowever, considering such matters that so long as the experience and financial strength O’Charley’s Inc. (or any successor thereto) is a U.S. Publicly Traded Entity, any transfer of any assigneeoutstanding equity interest of Lessee shall not constitute an assignment, the assumption transfer, conveyance, pledge or mortgage of this Lease or any interest herein or any interest in Lessee, by any assignee operation of all of Lessee’s obligations hereunder by undertakings enforceable by Lessor, and the transfer to law or procurement of all necessary licenses and franchises to an assignee in order to continue operating the Properties for the purposes herein providedotherwise. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of the Properties pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. Notwithstanding the foregoing, establishment of any new Affiliate of Lessee or any merger or consolidation of any Lessee Entity with another Person or any admission of new partners or substitution of partners in any Lessee Entity resulting in continuation or expansion of the present business and use of the Facilities, equal or greater creditworthiness in the merged, consolidated or amended entity structure, as determined by Lessor in its reasonable discretion, and equal or greater experience in the operation of comparable business and use shall be approved and consented to by Lessor, so long as any successor to a Lessee Entity assumes such Lessee’s obligations hereunder in writing (“Permitted Transfer”). Prior to any such Permitted Transfer, Lessee shall notify Lessor in writing and shall submit any information Lessor reasonably requires to make a determination regarding the creditworthiness of the proposed transferee and its experience in the operation of comparable businesses to the permitted use of the Properties. Lessor’s approval shall be deemed granted if Lessor fails to respond within fifteen (15) days of Lessee’s written notification in compliance with this section. If Lessor declines to approve, it shall state with particularity its grounds for such determination.

NO ASSIGNMENT BY LESSEE. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Except as provided below or in Section 13.01, Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein therein or in LesseeLessee constituting any Change in Control (defined below), whether by operation of law or otherwise without the prior written consent of Lessor, which consent will not be unreasonably withheld, conditioned or delayed, considering such matters as the experience and financial strength of any assignee, the assumption by any assignee of all of Lessee’s obligations hereunder by undertakings enforceable by Lessor, and the transfer to or procurement of all necessary licenses and franchises to an assignee in order to continue operating the Properties for the purposes herein providedProperties. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of the Properties shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. Notwithstanding the foregoing, establishment of any new Affiliate of Lessee or any merger or consolidation of any Lessee Entity with another Person or any admission of new partners or substitution of partners in any Lessee Entity resulting in continuation or expansion of the present business and use of the Facilities, equal or greater creditworthiness in the merged, consolidated or amended entity structure, as determined by Lessor in its reasonable discretion, and equal or greater experience in the operation of comparable business and use shall be approved and consented to by Lessor, so long as any successor to a Lessee Entity assumes such Lessee’s obligations hereunder in writing (“Permitted Transfer”). Prior to any such Permitted Transfer, Lessee shall notify Lessor in writing and shall submit any information Lessor reasonably requires to make a determination regarding the creditworthiness of the proposed transferee and its experience in the operation of comparable businesses to the permitted use of the Properties. Lessor’s approval shall be deemed granted if Lessor fails to respond within fifteen (15) days of Lessee’s written notification in compliance with this section. If Lessor declines to approve, it shall state with particularity its grounds for such determination.

NO ASSIGNMENT BY LESSEE. Lessee acknowledges that Lessor has relied both on (a) Without the business experience prior written consent of Lessor, and creditworthiness except as provided in Section 14.02(b) below (any one of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. following, a “Consent-Needed Transaction”): (i) Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or in Lesseetherein, whether by operation of law or otherwise without the prior written consent of Lessorotherwise, which consent will not in whole or in part; (ii) no Change in Control shall occur; (iii) no equity or ownership interest in Lessee shall be unreasonably withheldpledged, considering such matters encumbered, hypothecated or assigned as the experience and financial strength of collateral for any assignee, the assumption by any assignee of all obligation of Lessee’s obligations hereunder by undertakings enforceable by Lessor, ; and (iv) Lessee shall not sublet all or any part of the transfer to or procurement of all necessary licenses and franchises to an assignee in order to continue operating the Properties for the purposes herein providedProperty. At the time of any No assignment of this Lease which is approved by Lessor, or subletting of the Property shall relieve Lessee of any of its obligations under this Lease. If Lessor and any assignee shall assume all of Lessee’s interest in this Lease modify or amend this Lease without Lessee’s consent so as to increase the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of the Properties shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor. Any assignmentLessee, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder Lessee’s liability shall not be deemed a consent increased, but shall continue as it existed prior to any subsequent assignmentthe modification or amendment. Notwithstanding the foregoing, establishment Renewals of any new Affiliate sublease previously approved shall not require further approval. Lessor shall approve or deny such request for consent as soon as practicable but no later than fifteen (15) days after receipt of Lessee or any merger or consolidation of any Lessee Entity with another Person or any admission of new partners or substitution of partners in any Lessee Entity resulting in continuation or expansion of the present business and use of the Facilities, equal or greater creditworthiness in the merged, consolidated or amended entity structure, as determined by Lessor in its reasonable discretion, and equal or greater experience in the operation of comparable business and use shall be approved and consented to by Lessor, so long as any successor to a Lessee Entity assumes such Lessee’s obligations hereunder notice to Lessor requesting consent together with all materials and any other information (and in writing (“Permitted Transfer”). Prior such reasonable detail) as may be reasonably necessary to any such Permitted Transfer, Lessee shall notify Lessor in writing and shall submit any information Lessor reasonably requires to make a determination regarding the creditworthiness of evaluate the proposed transferee transaction and its experience in the operation of comparable businesses to the permitted use of the Propertiesaffected parties. Lessor’s approval of any Consent-Needed Transaction shall be deemed granted to have been given if a request for approval is submitted to Lessor fails and Lessor does not respond by approving such proposed Consent-Needed Transaction or stating in reasonable details its objections to respond such proposed Consent-Needed Transaction within fifteen (15) days after Lessor’s receipt of such request for approval and all materials and information required by the immediately preceding sentence. Notwithstanding the foregoing, a mere change or conversion of Lessee’s written notification in compliance with this section. If corporate form (as an example and without limitation, a conversion from a corporation to a limited liability company or a change of Lessee’s state of formation), at any time or from time to time during the Term, shall be deemed not to be a Consent-Needed Transaction and Lessor declines shall have no right to approve, it shall state with particularity its grounds for consent to any such determinationchange or conversion.

NO ASSIGNMENT BY LESSEE. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee, whether by operation of law Law or otherwise otherwise, without the prior written consent of Lessor, which consent will not be unreasonably withheld, considering such matters as the experience and financial strength of any assignee, the assumption by any assignee of all of Lessee’s obligations hereunder by undertakings enforceable by Lessor, and the transfer to conditioned or procurement of all necessary licenses and franchises to an assignee in order to continue operating the Properties for the purposes herein provideddelayed. At the time of any assignment of this Lease by Lessee which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of the Properties this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor. Any assignment, transfer, conveyance, pledge or mortgage in violation of 4851-8930-3408.5 STORE / Ampco Master Lease Agreement 4 Properties in PA and IN File No.: 7210/02-637 this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. Notwithstanding the foregoing, establishment of any new Affiliate of Lessee or any merger or consolidation of any Lessee Entity with another Person or any admission of new partners or substitution of partners in any Lessee Entity resulting in continuation or expansion of the present business and use of the Facilities, equal or greater creditworthiness in the merged, consolidated or amended entity structure, as determined by Lessor in its reasonable discretion, and equal or greater experience in the operation of comparable business and use shall be approved and consented to by Lessor, so long as any successor to a Lessee Entity assumes such Lessee’s obligations hereunder in writing (“Permitted Transfer”). Prior to any such Permitted Transfer, Lessee shall notify Lessor in writing and shall submit any information Lessor reasonably requires to make a determination regarding the creditworthiness of the proposed transferee and its experience in the operation of comparable businesses to the permitted use of the Properties. Lessor’s approval shall be deemed granted if Lessor fails to respond within fifteen (15) days of Lessee’s written notification in compliance with this section. If Lessor declines to approve, it shall state with particularity its grounds for such determination.

NO ASSIGNMENT BY LESSEE. (a) Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties Property in entering into this Lease. Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee, whether by operation of law Law or otherwise otherwise, without the prior written consent of Lessor, which such consent will not to be unreasonably withheld, considering such matters as the experience and financial strength of any assignee, the assumption by any assignee of all of Lessee’s obligations hereunder by undertakings enforceable by Lessor, and the transfer to conditioned or procurement of all necessary licenses and franchises to an assignee in order to continue operating the Properties for the purposes herein provideddelayed. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of the Properties this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. Notwithstanding the foregoing, establishment of any new Affiliate of Lessee or any merger or consolidation of any Lessee Entity with another Person or any admission of new partners or substitution of partners in any Lessee Entity resulting in continuation or expansion of the present business and use of the Facilities, equal or greater creditworthiness in the merged, consolidated or amended entity structure, as determined by Lessor in its reasonable discretion, and equal or greater experience in the operation of comparable business and use shall be approved and consented to by Lessor, so long as any successor to a Lessee Entity assumes such Lessee’s obligations hereunder in writing (“Permitted Transfer”). Prior to any such Permitted Transfer, Lessee shall notify Lessor in writing and shall submit any information Lessor reasonably requires to make a determination regarding the creditworthiness of the proposed transferee and its experience in the operation of comparable businesses to the permitted use of the Properties. Lessor’s approval shall be deemed granted if Lessor fails to respond within fifteen (15) days of Lessee’s written notification in compliance with this section. If Lessor declines to approve, it shall state with particularity its grounds for such determination.

NO ASSIGNMENT BY LESSEE. Lessee acknowledges that ASSIGNMENT BY LESSOR. THIS MASTER LEASE SHALL NOT BE ASSIGNED BY LESSEE, NOR SHALL ANY OF THE EQUIPMENT BE SUBLEASED BY LESSEE WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends may at any time sell or assign to use the Properties in entering into this Lease. Lessee shall not assignany bank, transferor financial institution, convey, pledge or mortgage this Lease or any person, firm, or corporation all or part of its right, title and interest herein or in Lessee, whether by operation and to this Master Lease and in and to each item of law or otherwise without Equipment and monies to become due to the prior written consent of Lessor, which consent will not be unreasonably withheld, considering such matters as the experience and financial strength of any assignee, the assumption by any assignee of all of Lessee’s obligations hereunder by undertakings enforceable by Lessor, and Lessor may grant security interests in the transfer Equipment, subject to or procurement the Lessee's rights as set forth in this Master Lease, and in such events, all the provisions of all necessary licenses and franchises to an assignee in order to continue operating the Properties this Master Lease for the purposes herein provided. At benefit of Lessor shall inure to the time benefit of any assignment and be exercised by or on behalf of this Lease which is approved by Lessorsuch assignee, but the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of the Properties shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor. Any assignmentassignee, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent liable for or be required to perform any of Lessor's obligations to Lessee. All rental payments due and to become due under this Master Lease and assigned by Lessor shall be paid directly to assignee, upon written notice of such assignment to Lessee. The right of the assignee to the payment of assigned rentals and performance of all Lessee's obligations and to exercise any other of Lessor's rights shall not be subject to any subsequent assignmentdefense, counterclaim or setoff which the Lessee may have or assert against the Lessor. Notwithstanding the foregoing, establishment of any new Affiliate of Lessee or any merger or consolidation of any Lessee Entity with another Person or any admission of new partners or substitution of partners in any Lessee Entity resulting in continuation or expansion of the present business and use of the Facilities, equal or greater creditworthiness in the merged, consolidated or amended entity structure, as determined by Lessor in its reasonable discretion, and equal or greater experience in the operation of comparable business and use shall be approved and consented to by Lessor, so long as any successor to a Lessee Entity assumes such Lessee’s obligations hereunder in writing (“Permitted Transfer”). Prior to agrees that it will not assert any such Permitted Transferdefenses, Lessee shall notify Lessor in writing setoffs, counterclaims and shall submit any information Lessor reasonably requires to make a determination regarding claims against the creditworthiness of the proposed transferee and its experience in the operation of comparable businesses to the permitted use of the Properties. Lessor’s approval shall be deemed granted if Lessor fails to respond within fifteen (15) days of Lessee’s written notification in compliance with this section. If Lessor declines to approve, it shall state with particularity its grounds for such determinationassignee.

NO ASSIGNMENT BY LESSEE. Lessee acknowledges that Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or any interest in Lessee, whether by operation of law Law or otherwise otherwise, without the prior written consent of Lessor, which consent will not be unreasonably withheld, conditioned or delayed, considering such matters as the experience and financial strength of any assignee, the assumption by any assignee of all of Lessee’s obligations hereunder by undertakings enforceable by Lessor, and the transfer to or procurement of all necessary licenses and franchises to an assignee in order to continue operating the Properties for the purposes herein provided. At the time of any assignment of this Lease which is approved by Lessor, the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of the Properties this Lease pursuant to this Section 14.02 shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor. Any assignment, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent to any subsequent assignment. Notwithstanding the foregoing, establishment of any new Affiliate of Lessee or any merger or consolidation of any Lessee Entity with another Person or any admission of new partners or substitution of partners in any Lessee Entity resulting in continuation or expansion of the present business and use of the Facilities, equal or greater creditworthiness in the merged, consolidated or amended entity structure, as determined by Lessor in its reasonable discretion, and equal or greater experience in the operation of comparable business and use shall be approved and consented to by Lessor, so long as any successor to a Lessee Entity assumes such Lessee’s obligations hereunder in writing (“Permitted Transfer”). Prior to any such Permitted Transfer, Lessee shall notify Lessor in writing and shall submit any information Lessor reasonably requires to make a determination regarding the creditworthiness of the proposed transferee and its experience in the operation of comparable businesses to the permitted use of the Properties. Lessor’s approval shall be deemed granted if Lessor fails to respond within fifteen (15) days of Lessee’s written notification in compliance with this section. If Lessor declines to approve, it shall state with particularity its grounds for such determination.

NO ASSIGNMENT BY LESSEE. Lessee acknowledges that Lessor has relied both on (%3) Without the business experience prior written consent of Lessor, and creditworthiness except as provided in Section 14.02(b) below (any one of Lessee and upon the particular purposes for which Lessee intends to use the Properties in entering into this Lease. following, a “Consent-Needed Transaction”): (i) Lessee shall not assign, transfer, convey, pledge or mortgage this Lease or any interest herein or in Lesseetherein, whether by operation of law or otherwise without the prior written consent of Lessorotherwise, which consent will not in whole or in part; (ii) no Change in Control shall occur; (iii) no equity or ownership interest in Lessee shall be unreasonably withheldpledged, considering such matters encumbered, hypothecated or assigned as the experience and financial strength of collateral for any assignee, the assumption by any assignee of all obligation of Lessee’s obligations hereunder by undertakings enforceable by Lessor, ; and (iv) Lessee shall not sublet all or any part of the transfer to or procurement of all necessary licenses and franchises to an assignee in order to continue operating the Properties for the purposes herein providedProperty. At the time of any No assignment of this Lease which is approved by Lessor, or subletting of the Property shall relieve Lessee of any of its obligations under this Lease. If Lessor and any assignee shall assume all of Lessee’s interest in this Lease modify or amend this Lease without Lessee’s consent so as to increase the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of the Properties shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor. Any assignmentLessee, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder Lessee’s liability shall not be deemed a consent increased, but shall continue as it existed prior to any subsequent assignmentthe modification or amendment. Notwithstanding the foregoing, establishment Renewals of any new Affiliate sublease previously approved shall not require further approval. Lessor shall approve or deny such request for consent as soon as practicable but no later than fifteen (15) days after receipt of Lessee or any merger or consolidation of any Lessee Entity with another Person or any admission of new partners or substitution of partners in any Lessee Entity resulting in continuation or expansion of the present business and use of the Facilities, equal or greater creditworthiness in the merged, consolidated or amended entity structure, as determined by Lessor in its reasonable discretion, and equal or greater experience in the operation of comparable business and use shall be approved and consented to by Lessor, so long as any successor to a Lessee Entity assumes such Lessee’s obligations hereunder notice to Lessor requesting consent together with all materials and any other information (and in writing (“Permitted Transfer”). Prior such reasonable detail) as may be reasonably necessary to any such Permitted Transfer, Lessee shall notify Lessor in writing and shall submit any information Lessor reasonably requires to make a determination regarding the creditworthiness of evaluate the proposed transferee transaction and its experience in the operation of comparable businesses to the permitted use of the Propertiesaffected parties. Lessor’s approval of any Consent-Needed Transaction shall be deemed granted to have been given if a request for approval is submitted to Lessor fails and Lessor does not respond by approving such proposed Consent-Needed Transaction or stating in reasonable details its objections to respond such proposed Consent-Needed Transaction within fifteen (15) days after Lessor’s receipt of such request for approval and all materials and information required by the immediately preceding sentence. Notwithstanding the foregoing, a mere change or conversion of Lessee’s written notification in compliance with this section. If corporate form (as an example and without limitation, a conversion from a corporation to a limited liability company or a change of Lessee’s state of formation), at any time or from time to time during the Term, shall be deemed not to be a Consent-Needed Transaction and Lessor declines shall have no right to approve, it shall state with particularity its grounds for consent to any such determinationchange or conversion.

NO ASSIGNMENT BY LESSEE. Lessee acknowledges that ASSIGNMENT BY LESSOR. THIS MASTER LEASE SHALL NOT BE ASSIGNED BY LESSEE, NOR SHALL ANY OF THE EQUIPMENT BE SUBLEASED BY LESSEE WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. Lessor has relied both on the business experience and creditworthiness of Lessee and upon the particular purposes for which Lessee intends may at any time sell or assign to use the Properties in entering into this Lease. Lessee shall not assignany bank, transferor financial institution, convey, pledge or mortgage this Lease or any person, firm, or corporation all or part of its right, title and interest herein or in Lessee, whether by operation and to this Master Lease and in and to each item of law or otherwise without Equipment and monies to become due to the prior written consent of Lessor, which consent will not be unreasonably withheld, considering such matters as the experience and financial strength of any assignee, the assumption by any assignee of all of Lessee’s obligations hereunder by undertakings enforceable by Lessor, and Lessor may grant security interests in the transfer Equipment, subject to or procurement the Lessee's rights as set forth in this Master Lease, and in such events, all the provisions of all necessary licenses and franchises to an assignee in order to continue operating the Properties this Master Lease for the purposes herein provided. At benefit of Lessor shall inure to the time benefit of any assignment and be exercised by or on behalf of this Lease which is approved by Lessorsuch assignee, but the assignee shall assume all of the obligations of Lessee under this Lease pursuant to a written assumption agreement in form and substance reasonably acceptable to Lessor. Such assignment of the Properties shall not relieve Lessee of its obligations respecting this Lease unless otherwise agreed to by Lessor. Any assignmentassignee, transfer, conveyance, pledge or mortgage in violation of this Section 14.02 shall be voidable at the sole option of Lessor. Any consent to an assignment given by Lessor hereunder shall not be deemed a consent liable for or be required to perform any of Lessor's obligations to Lessee. All rental payments due and to become due under this Master Lease and assigned by Lessor shall be paid directly to assignee, upon written notice of such assignment to Lessee. The right of the assignee to the payment of assigned rentals and performance of all Lessee's obligations and to exercise any other of Lessor's rights rights shall not be subject to any subsequent assignmentdefense, counterclaim or setoff which the Lessee may have or assert against the Lessor. Notwithstanding the foregoing, establishment of any new Affiliate of Lessee or any merger or consolidation of any Lessee Entity with another Person or any admission of new partners or substitution of partners in any Lessee Entity resulting in continuation or expansion of the present business and use of the Facilities, equal or greater creditworthiness in the merged, consolidated or amended entity structure, as determined by Lessor in its reasonable discretion, and equal or greater experience in the operation of comparable business and use shall be approved and consented to by Lessor, so long as any successor to a Lessee Entity assumes such Lessee’s obligations hereunder in writing (“Permitted Transfer”). Prior to agrees that it will not assert any such Permitted Transferdefenses, Lessee shall notify Lessor in writing setoffs, counterclaims and shall submit any information Lessor reasonably requires to make a determination regarding claims against the creditworthiness of the proposed transferee and its experience in the operation of comparable businesses to the permitted use of the Properties. Lessor’s approval shall be deemed granted if Lessor fails to respond within fifteen (15) days of Lessee’s written notification in compliance with this section. If Lessor declines to approve, it shall state with particularity its grounds for such determinationassignee.