Common use of Alterations Clause in Contracts

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenant.

Alterations. For purposes Tenant shall not make additions, alterations, changes or improvements in or to the Leased Premises or any part thereof (excluding trade fixtures and typical office partitions) without the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to alterations, changes or improvements which do not affect the structure, tenant improvements, or outward appearance of the Leased Premises. In the event that Landlord consents to such additions, alterations, changes or improvements, then all additions, alterations, changes or improvements shall be constructed at Tenant’s sole expense and shall, upon completion thereof, become the property of Landlord; provided, however, Landlord may, at its option, require Tenant, at Tenant’s sole cost and expense, to remove any such additions, alterations, changes or improvements at the expiration or sooner termination of this Lease, and to repair any physical improvement additiondamages to the Leased Premises caused by such removal provided Landlord has informed Tenant of such requirement at the time of Landlord’s approval. Tenant hereby agrees to indemnify and defend Landlord against, enhancement and shall keep the Leased Premises, Building, Project and Park free from all mechanics’ liens and other such liens arising from any work performed, material furnished, or change obligations incurred by Tenant or at the direction of Tenant in connection with respect the Leased Premises, and agrees to obtain the discharge of any lien which attaches as a result of such work immediately after such lien attaches or payment for the labor or material is due. Notice is hereby given to all Tenant’s contractors, subcontractors, materialmen or suppliers that Landlord is not liable for any portion of labor or materials furnished to Tenant on credit and no mechanics’ or other liens shall attach to or affect Landlord’s interest in the Premises is referred to Project, Building, Leased Premises, or Park as an "Alteration." Tenant or Franchisor shall have a result thereof. Landlord hereby reserves the right at any time and from time to time time, during the Term term hereof, to make any additions, alterations, changes or cause to be made any Alteration in improvements (including without limitation, building additional stories) on, in, or to the Premises (i) without Landlord's consentBuilding and Project, if such Alteration is performed in order and to comply build additional structures adjoining thereto, provided same does not unreasonably interfere with any Tenant’s use of the Leased Premises. Any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above’s alterations, with Landlord's prior consentadditions, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant changes or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration improvements shall be made at such times and in accordance such manner as not to unreasonably interfere with all applicable lawsthe occupation, legal requirements use and enjoyment of the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval remainder of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed the Project by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval other tenants thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenant.

Alterations. For purposes Section 3.1 Tenant shall not make any Alterations without Landlord’s prior written consent in each instance, provided that Tenant’s changing of this Leasewall coverings, any physical improvement additioncarpeting or paint shall not be deemed to be Alterations requiring such consent. Landlord’s consent shall be granted or denied in Landlord’s sole discretion; provided, enhancement or change with respect however, that Landlord shall not unreasonably withhold its consent to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause Alterations proposed to be made any Alteration in or by Tenant to adapt the Premises for the Permitted Use provided that such Alterations (ia) without are non-structural and do not affect the Building Systems or services, (b) are performed only by contractors approved in writing by Landlord's consent, if such Alteration is performed in order to comply with (c) do not affect any part of Tenant's agreements with Franchisor and such Alteration does the Building other than the Premises, (d) do not adversely affect any structural component service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building Building, and (e) do not reduce the value or utility of the Building. Section 3.2 (a) Prior to making any Alterations, Tenant shall (i) submit to Landlord, for Landlord’s written approval, detailed plans and specifications therefor in form satisfactory to Landlord, (ii) if such Alterations require a filing with Governmental Authority or require the consent of such authority, then such plans and specifications shall (A) be prepared and certified by a registered architect or licensed engineer, and (B) comply with all Legal Requirements to the extent necessary for such governmental filing or consent, (iii) at its expense, obtain all required permits, approvals and certificates, (iv) furnish to Landlord duplicate original policies or certificates of worker’s compensation (covering all persons to be employed by Tenant, and all contractors and subcontractors supplying materials or performing work in the case of connection with such Alterations) and comprehensive public liability (including property damage coverage) insurance and Builder’s Risk coverage (issued on a completed value basis) all in such form, with such companies, for such periods and in such amounts as Landlord may require, naming Landlord and its employees and agents, and any Lessor and any Mortgagee as additional insureds, and (v) with respect to any Alteration costing more than $100,000.00 to complete, furnish to Landlord payment and performance bonds or such other than those permitted evidence of Tenant’s ability to complete and to fully and completely pay for such Alteration as is satisfactory to Landlord; provided, however, that so long as either Global Crossing Holdings, Ltd. or Successor shall be the Guarantor under clause (i) abovethis Lease, with Landlord's prior consent, which consent Tenant shall not be unreasonably withheld provided that such Alteration does not required to furnish bonds or other security to Landlord in connection with Alterations. All Alterations shall be performed by Tenant at Tenant’s expense (A) diminish the value in a good and workmanlike manner using new materials of the Premises (includingfirst class quality, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in compliance with all Legal Requirements, and (C) in accordance with all applicable laws, legal requirements the plans and the Permitted Encumbrancesspecifications previously approved by Landlord. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approvalat its cost and expense obtain all approvals, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal consents and request for approval permits from every Governmental Authority having or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal claiming jurisdiction prior to, during and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission upon completion of such modified proposalAlterations. If Tenant shall promptly reimburse Landlord, as Additional Rent and upon demand, for any and all actual, reasonable out-of-pocket costs and expenses incurred by Landlord does not approve or disapprove any proposal or modified proposal in writing connection with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt ’s review of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenant’s plans and specifications for any such Alteration.

Alterations. For purposes of this LeaseTenant shall not permit alterations in or to the Leased Premises unless and until the plans have been approved by Landlord in writing, any physical improvement additionwhich approval as to interior non-structural alterations shall not be unreasonably withheld, enhancement conditioned or change with respect to all or any portion of delayed. Notwithstanding the Premises is referred to as an "Alteration." foregoing, Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration is performed and in order compliance with all other provisions of this Section, to comply with make any of Tenantnon-structural alterations to the Leased Premises which do not materially impact the Building's agreements with Franchisor and such Alteration does mechanical or electrical systems, do not adversely affect any structural component the Building's appearance or value, and the cost of the Building which does not exceed Forty Five Thousand and 00/100 Dollars (ii$45,000.00) in the case aggregate, provided that Tenant gives Landlord fifteen (15) days prior written notice of any Alteration other than those permitted under clause such alterations, along with copies of plans and specifications relating thereto. As a condition of such approval (i) aboveor, with respect to any alterations permitted to be made by Tenant hereunder without Landlord's prior consentapproval), which consent Landlord hereby agrees that, upon written request by Tenant, at the time that Tenant is contemplating alterations, Landlord will inform Tenant as to whether such proposed alterations will be required to be removed by Tenant and restore the Leased Premises at the end of the Lease Term; otherwise, all such alterations shall at Landlord's option become a part of the realty and the property of Landlord, and shall not be unreasonably withheld provided removed by Tenant. Tenant shall ensure that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration all alterations shall be made in accordance with all applicable laws, legal requirements regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the Permitted Encumbrancesoriginal construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute a consent by Landlord to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall submit a request cause such lien to Landlord for Landlord's approval be discharged of an Alteration which requires Landlord's approval, Landlord shall record within thirty (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (730) days after submission of such modified proposalfiling. If Tenant shall indemnify Landlord does from all costs, losses, expenses and attorneys' fees in connection with any construction or alteration under this Section 7.03, not approve performed by Landlord or disapprove an affiliate, and any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantrelated lien.

Alterations. For purposes Except as provided in the immediately preceding subparagraph, and except for non-structural and non-Building system alterations not in excess of this LeaseSeventy-Five Thousand Dollars ($75,000) in any Lease Year, any physical improvement addition, enhancement Tenant shall make no alterations or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or additions to the Premises (i“Alterations”) without the prior written consent of Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent may be withheld in Landlord’s reasonable discretion, and then only by contractors or mechanics approved by Landlord in writing and upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and submitted by Tenant, at its sole cost and expense. Tenant shall, at its sole cost and expense, obtain all necessary approvals and permits pertaining to any Alterations approved by Landlord. If Landlord, in approving any Alterations, specifies a reasonable commencement date therefor, Tenant shall not commence any work with respect to such Alterations prior to such date. Tenant hereby indemnifies, defends and agrees to hold Landlord free and harmless from all liens and claims of lien, and all other liability, claims and demands arising out of any work done or material supplied to the Premises by or at the request of Tenant in connection with any Alterations. If permitted Alterations are made, they shall be unreasonably withheld made at Tenant’s sole cost and expense and shall be and become the property of Landlord, except that Landlord may, provided that notice is given to Tenant at the time Landlord approves such Alteration does not (A) diminish Alteration, require Tenant, at Tenant’s expense, to remove all partitions, counters, railings and other Alterations installed by Tenant, and to repair any damages to the value Premises caused by such removal upon the expiration or earlier termination of the Premises Term. If Landlord’s approval is not required in connection with an Alteration, Landlord may require removal of such Alteration, as aforesaid, at any time within thirty (including, 30) days after Tenant’s written request for a determination by way of example only, but without limitation, by diminishing the utility of the Improvements for use Landlord as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every whether such Alteration shall be made removed upon the expiration or earlier termination of the Term. Any and all costs attributable to or related to the applicable building codes of the city in accordance with all applicable lawswhich the Building is located (or any other authority having jurisdiction over the Building) arising from Tenant’s plans, legal requirements and the Permitted Encumbrances. If Tenant specifications, improvements, alterations or otherwise shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed be paid by Tenant within twenty-one (21) days of receiving Tenant's proposal at its sole cost and request for approval expense. With regard to repairs, Alterations or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal any other work arising from or related to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder noticethis Article 5, Landlord shall be deemed entitled to have approved receive an administrative fee of two percent (2%). The construction of initial improvements to the Alterations proposed Premises shall be governed by Tenantthe terms of the Tenant work letter, attached hereto as Exhibit C, and not the terms of this Article 5.

Alterations. For purposes Tenant shall make no Alterations without the prior written consent of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld or delayed, provided that such Alteration does they do not (A) diminish the value affect utility services or plumbing and electrical lines or other systems of the Premises Building and are not visible from outside the Premises. Landlord shall respond to such written consent within fifteen (including, by way 15) days of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the BuildingTenant request. Every Alteration All Alterations shall be made performed in accordance with the following conditions: (1) All Alterations requiring a building permit shall be performed in accordance with plans and specifications first submitted to Landlord for its prior written approval, which approval shall not be unreasonably withheld. Landlord shall be given, in writing, a good description of all other Alterations. Any changes in or deviations from the plans originally approved by Landlord must be similarly approved by Landlord. (2) All Alterations shall be performed through completion in a good and workmanlike manner. Tenant shall, before the commencement of any Alterations, obtain, at its expense, and exhibit to Landlord all governmental permits required for the Alterations. (3) All Alterations shall be performed through completion in compliance with all other applicable provisions of this Lease and with all applicable laws, legal requirements ordinances, directives, rules, and regulations of governmental authorities having jurisdiction, including, without limitation, the Permitted EncumbrancesADA and all laws dealing with the abatement, storage, transportation, and disposal of asbestos or other hazardous materials, which work, if required, shall be effected by contractors and consultants approved by Landlord and in strict compliance with all applicable laws. If Notwithstanding anything to the contrary contained in this section, Tenant shall submit not penetrate or disrupt the structural columns of the building located within the Premises or any area within three feet of any structural column, in performing any Alterations. (4) All work shall be performed by contractors having, in the reasonable opinion of Landlord, the proper qualifications. Tenant shall provide Landlord with the name of the Tenant’s contractor, a request copy of the contractor’s license to do work in the subject jurisdiction(s), a Contractor’s Qualification Statement in the most current American Institute of Architects form, a copy of the executed contract between the Tenant and its contractor, and a copy of the contractor’s work schedule. Unless waived in writing by Landlord, for all such work in excess of $5,000, all contractors shall obtain a payment and performance bond in form complying with Section 713.23, Florida Statutes and deliver a copy of the bond to Landlord before commencement of any Alterations. (5) Before the commencement of any work by or for Landlord's approval Tenant, Tenant shall furnish to Landlord certificates evidencing the existence of an Alteration which requires Landlord's approvalbuilder’s risk, Landlord shall comprehensive general liability, and workers’ compensation insurance complying with the requirements of the Insurance Section 14.B and Exhibit “B” of this Lease. (x6) approve such Alteration proposed All work to be performed by Tenant within twenty-one (21) days shall be performed and completed in a manner that will not unreasonably interfere with or disturb other tenants and occupants of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approvalthe Building. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, plan for execution of the work indicating in reasonable detail the manner in which the work shall state be prosecuted in view of the necessity of minimizing noise and inconvenience to the users of the Building. The plan shall be subject to the reasonable approval of Landlord. The plan shall provide that Landlord's failure all portions of the work involving excessive noise or inconvenience to disapprove other users of the applicable proposal within seven Building shall be done after Normal Business Hours. (7) days after receipt Any damage to any part of such reminder notice the Building that occurs as a result of any Alterations shall be deemed promptly repaired by Tenant to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation the reasonable satisfaction of Landlord's objections . (8) Tenant and its contractor and all other persons performing any Alterations shall abide by Landlord’s job site rules and regulations and fully cooperate with Landlord’s construction representative(s) in coordinating all of the work in the Building, including hours of work, parking, and use of the construction elevator. (9) All Alterations will comply with the requirements of any energy efficiency program offered by the electric service provider to Tenant's modifications within seven the Building. (710) days after receipt of Tenant's reminder noticeAll materials used in any Alterations, Landlord including paint, carpet, wall or window coverings, carpet glues, and any other chemicals shall be deemed subject to have approved Landlord’s prior written approval. (11) Landlord, or its agent or contractor, may supervise the performance of any Alterations proposed in excess of $5,000, and, if so, Tenant shall pay to Landlord an amount equal to 8% of the cost of the work, as a fee for supervision and coordination of the work and as reimbursement for expenses incurred by TenantLandlord in connection with Landlord’s supervision and coordination.

Alterations. For purposes Tenant agrees that it will not (a) demolish or undertake any structural alterations of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant buildings or Franchisor shall have other improvements erected upon or otherwise comprising the right at Demised Premises, without the prior written consent of Landlord or (b) make any time and from time to time during other alterations which would change the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component character of the Building and (ii) buildings or other improvements comprising the Demised Premises or which would weaken, impair or otherwise in any way affect the case structural aspects of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish integrity of or lessen the value of the Demised Premises and/or the buildings and other improvements comprising the Demised Premises. With respect to any alterations permitted to be made by Tenant pursuant to this Article Ten, Tenant shall (includinga) pay all costs, expenses and charges thereof, (b) make the same in accordance with all applicable laws and building codes in a good and workmanlike manner, (c) cause the same to be performed by way qualified contractors who shall not create any labor or other disturbance at the Demised Premises while performing same, (d) fully and completely indemnify and hold harmless Landlord from and against any mechanic’s liens or other liens or claims in connection with the making thereof and (e) by reason of example onlysuch alterations, but without limitationnot thereby and (e) by reason of such alterations, by diminishing not thereby reduce the utility economic value of the Improvements for use as a restaurant or diminishing Demised Premises. All alterations, improvements and additions to the useful life of the Improvements)Demised Premises permitted to be made by Tenant hereunder, except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements laws and the Permitted Encumbrances. If Tenant shall submit a request plans and specifications previously submitted to Landlord for Landlord's approval of an Alteration which requires Landlord's ’s approval, Landlord which approval shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request not be unreasonably withheld or delayed, and, except for approval removable trade fixtures, shall at once when made or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall installed be deemed to have approved attached to the Alterations proposed by Tenantfreehold and to have become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good order and condition as they were when installed, reasonable wear and tear excepted. In the event in the making of such alteration, improvements and additions as herein provided, Tenant further agrees to indemnify and hold harmless Landlord from and against all costs, expenses, liens, claims and damages arising out of, or resulting from the undertaking or making of such alterations, improvements and additions.

Alterations. For purposes Except as otherwise expressly set forth in this Section, Tenant shall not make or allow to be made any structural, non-structural or cosmetic alterations, additions, modifications, or improvements to the Premises (“Alterations”) without Landlord’s express written consent, which consent may be granted or denied in Landlord’s sole discretion. Furthermore, L▇▇▇▇▇▇▇’s consent hereunder may be conditioned upon the requirement that upon demand by Landlord on expiration or earlier termination of this Lease, Tenant, at Tenant’s sole cost and expense, shall remove any physical improvement additionsuch Alterations and restore the portion of the Premises so altered to its original condition, enhancement reasonable wear and tear excepted. Unless Landlord requires otherwise, all Alterations shall become the property of Landlord and shall be surrendered with the Premises as a part thereof, at the expiration or change with respect earlier termination of the Lease. Notwithstanding anything to all the contrary set forth in this Section 9.2, Tenant shall be allowed to make non-structural Alterations to the Premises without Landlord’s prior approval, provided such Alterations shall not exceed $5,000 in total cost including materials, design and construction costs; and, provided further that such alterations shall not include alteration of the Landlord or Tenant Electrical Systems, any portion of the Building or Premises is referred plumbing system, any portion of the Landlord HVAC System, or ceiling grid. In the event Tenant desires to as an "Alteration." complete any Alterations not otherwise requiring Landlord’s approval, Tenant or Franchisor shall provide Landlord with written notice of its intent to complete such Alterations not less than 30 days prior to the date on which Tenant intends to start such alterations and such notice shall include a reasonable description of the work to be completed. Notwithstanding the foregoing, Landlord shall have the right to specify the day(s) of the week and the time of day that any such work can be completed by Tenant; in this regard, Landlord expressly retains the right to dictate that any such Alterations must be completed on weekends, after customary business hours, or at any time such other dates and from time to time during times as the Term to make or cause to be made any Alteration in or building is not open to the Premises (i) without public. In the event Tenant desires to complete Alterations requiring Landlord's consent’s approval, if Tenant shall provide Landlord with written notice of its intent to complete such Alteration is performed in order Alterations not less than 120 days prior to comply with any of Tenant's agreements with Franchisor the date on’ which Tenant intends to start such alterations and such Alteration does not adversely affect any structural component notice shall include a detailed scope of work and the anticipated start and end dates for construction. All such Alterations (a) shall equal or exceed the then-current standard for the Building and shall utilize only new, first or top-grade materials, (iib) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made completed in accordance conformity with all applicable laws, legal requirements ordinances, regulations and requirements, after obtaining any required permits and licenses, (c) shall be commenced only upon Landlord’s express written approval of detailed construction plans and specifications, (d) shall be commenced only after Tenant has provided to Landlord such indemnification or bonds, including, without limitation, a performance and completion bond, in such form and amount as may be satisfactory to Landlord, to protect against claims and liens for labor performed and materials furnished, and to insure the Permitted Encumbrancescompletion of any change, addition or improvement, (e) shall be carried out by persons approved in writing by L▇▇▇▇▇▇▇, who, if required by Landlord, deliver to Landlord before commencement of their work proof of such insurance coverage as Landlord may require, with Landlord named as an additional insured, and (f) shall be done only at such time and in such manner as Landlord may reasonably specify. If Tenant shall submit a request to indemnify, defend and hold harmless Landlord for Landlord's approval of an Alteration from and against all liens, claims, damages, losses, liabilities and expenses, including attorneys’ fees, which requires Landlord's approvalmay arise out of, Landlord shall or be connected in any way with any Alterations. Within ten (x) approve such Alteration proposed by Tenant within twenty-one (2110) days following the imposition of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time periodany lien resulting from any Alterations, Tenant may submit another proposal with modifications thereto made in response shall cause such lien to Landlord's objections and Landlord shall so approve be released of record by payment of money or disapprove same within seven (7) days after submission posting of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantproper bond.

Alterations. For purposes LESSEE shall not make structural alterations or additions of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or kind to the Premises (i) without Landlord's consentLeased Premises, if such Alteration is performed but may make nonstructural alterations provided LESSOR consent thereto in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) advance in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consentwriting, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish said alterations are consistent in appearance and quality with the value rest of the Building and Property. However, LESSOR shall not be obligated to approve any such alterations which would subject LESSOR to additional expense to readapt or prepare the Leased Premises (including, by way for re-leasing upon the termination of example only, but without limitation, by diminishing this Lease or which would increase the utility Real Estate Tax Expenses of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the BuildingProperty. Every Alteration All such allowed alterations shall be made at LESSEE's sole risk and expense, shall conform with LESSOR's construction specifications, shall be performed in accordance good and workmanlike manner, and shall comply with all applicable laws, legal requirements codes and the Permitted Encumbrancesregulations. If Tenant LESSOR performs any services for LESSEE in connection with such alterations or otherwise, any just invoice will be considered additional rent and will be promptly paid. LESSEE shall submit a request not permit any mechanics' liens, or similar liens, to Landlord for Landlord's approval remain upon the Leased Premises in connection with work of an Alteration which requires Landlord's approval, Landlord any character performed or claimed to have been performed at the direction of LESSEE and shall cause any such lien to be released or removed without cost to LESSOR within ten (x) approve such Alteration proposed by Tenant within twenty-one (2110) days of receiving Tenant's proposal written request by LESSOR. Any alterations or improvements shall become part of the real estate and request for approval the property of LESSOR. LESSEE shall remove any alteration or (y) disapprove Tenant's proposal addition made by it and restore the Leased Premises and other affected area(s), if any, to the same condition as they were in writing with a detailed explanation on the Lease Commencement Date upon the expiration or termination of its objections within twenty-one (21) days this Lease if LESSOR so directs. Any alterations completed by LESSOR shall be “building standard” unless noted otherwise. LESSOR shall have the right at any time to change the arrangement and layout of receiving Tenant's proposal parking areas, stairs, walkways, common areas and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal other areas of the Property not contained within the twenty-one (21) day time periodLeased Premises, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections install, repair, replace, remove, use, maintain and Landlord shall so approve relocate for service to the Leased Premises and to other parts of the Property, pipes, ducts, conduits, wires and fixtures wherever located inside or disapprove same within seven (7) days after submission outside of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation the Building and the Property, to change the boundaries of its objections within the applicable seven (1) or twenty-one (21) day periodlot upon which the Building is located, Tenant may submit to Landlord a reminder noticeconstruct additions to existing buildings on the Property, which shall state that Landlord's failure and to disapprove construct additional buildings and improvements on the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by TenantProperty.

Alterations. For purposes of this LeaseUpon approval by RX Technology in writing, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor Six Flags shall have the right at any time and from time to time during right, but not the Term obligation, to make alterations, modifications, additions, improvements or cause to be made any Alteration in or updates, at RX Technology sole cost and expense, to the Premises Facility and/or the Equipment (as hereinafter defined), as hereinafter defined (collectively, the "Alterations"); provided, however, that RX Technology shall have been deemed to approve Alterations if: (i) without Landlord's consentthe Alterations are reasonably required by Six Flags: (a) for safety, quality or financial control reasons, or (b) if such Alteration is performed new technology and improvements are made to the same type of Facility and/or Equipment in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and industry and/or (ii) in the case of required by any Alteration other than those permitted under clause (i) aboveapplicable laws, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that rules or regulations. All such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration Alterations shall be made in accordance with all applicable laws, legal requirements a good and workmanlike manner. RX Technology agrees to pay Six Flags for the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval reasonable cost of an Alteration which requires Landlord's approval, Landlord shall such Alterations within thirty (x) approve such Alteration proposed by Tenant within twenty-one (2130) days of receiving Tenant's proposal receipt of an invoice therefor. (i) RX Technology agrees to make alterations, modifications, additions, improvements or updates, at its sole cost and request for approval expense (including any necessary design and engineering expenses), to the Facility and/or the Equipment, as shall be mutually agreeed to by the parties and in accordance with the Design Policy. (ii) RX Technology covenants that it will not make, or suffer or permit to be made, any Alterations in, on, or to the Facility and/or the Equipment without first: (ya) disapprove Tenant's proposal notifying Six Flags in writing sufficiently in advance of the commencement thereof to enable Six Flags to post or record or both, appropriate and effective notices of non-responsibility, (b) obtaining the written consent of Six Flags thereto, which consent Six Flags shall not unreasonably withhold provided that the proposed Alterations are of high quality and in harmony with the overall design and appearance of the Park, and necessary to operate the Concession in a detailed explanation safe and efficient manner, (c) obtaining the written approval of its objections within twenty-one Six Flags as to all contractors, subcontractors, and materialmen who will perform work or Goods or supply materials in connection therewith and (21d) days obtaining the written consent of receiving Tenant's proposal Six Flags with respect to the proposed commencement and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission completion date of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by TenantAlterations.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion Other than the construction of the Premises is referred to as an "Alteration." Tenant or Franchisor Project, which shall have be governed by the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any provisions of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component Article III of the Building and (ii) in the case of Mortgage Loan Agreement, Borrowers shall, or shall cause Mortgage Borrowers to, obtain Lender’s prior consent to any Alteration other than those permitted under clause (i) above, with Landlord's prior consentmaterial alterations to any Improvements, which consent shall not be unreasonably withheld provided withheld, conditioned or delayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that such Alteration does will not (A) diminish have a material adverse effect on any Borrower’s or Mortgage Borrower’s financial condition, the value of the Premises Collateral, the applicable Property or the Net Operating Income, provided that such alterations (includinga) are made in connection with tenant improvement work performed pursuant to the terms of any Lease, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (Bb) do not materially adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the Building. Every exterior of any building constituting a part of any Improvements and the aggregate cost thereof does not exceed the Alteration shall be made Threshold Amount, or (c) are performed in connection with the Restoration of a Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of the Mortgage Loan Agreement and this Agreement. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.21, Lender shall have fifteen (15) Business Days from receipt of written request and any and all applicable laws, legal requirements reasonably required information and the Permitted Encumbrancesdocumentation relating thereto in which to approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender. If Tenant Lender fails to approve or disapprove the request within such fifteen (15) Business Days, Lender’s approval shall submit be deemed given. Should Lender fail to approve any such request, Lender shall give Borrowers written notice setting forth in reasonable detail the basis for such disapproval. In no event shall Lender require any “consent fee” as a request condition to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for any required approval. If Tenant submits a proposal the total unpaid amounts due and payable with respect to Landlord and Landlord disapproves alterations to the Improvements at any Property (other than such proposal within amounts to be paid or reimbursed by tenants under the twenty-one (21Leases) day shall at any time periodexceed the Alteration Threshold Amount, Tenant may submit another proposal with modifications thereto made in response Borrowers shall promptly deliver to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission Lender as security for the payment of such modified proposal. If Landlord does not approve or disapprove amounts and as additional security for Borrowers’ obligations under the Loan Documents any proposal or modified proposal of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a detailed explanation Letter of its objections within Credit, or (E) a completion and performance bond issued by an Approved Bank; provided, however, that (i) in the event (A) Mortgage Borrowers are required to and do deliver such security to Mortgage Lender under the Mortgage Loan Agreement, or (B) if the Mortgage Loan has been paid in full, First Mezzanine Borrowers are required to and do deliver such security to First Mezzanine Lender under the First Mezzanine Loan Agreement, or (C) if the Mortgage Loan and the First Mezzanine Loan have been paid in full, Second Mezzanine Borrowers are required to and do deliver such security to Second Mezzanine Lender under the Second Mezzanine Loan Agreement; and (ii) upon request, Lender receives evidence reasonably acceptable to it of the delivery of such security by Mortgage Borrowers to Mortgage Lender, or by First Mezzanine Borrowers to First Mezzanine Lender, or by Second Mezzanine Borrowers to Second Mezzanine Lender, as applicable, then Borrowers shall not be required to deliver any such security to Lender. Such security (if given as set forth above) shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable seven Property (1other than such amounts to be paid or reimbursed by tenants under the Leases) or twenty-one (21) day periodover the Alteration Threshold Amount and during the continuance of an Event of Default, Tenant Lender may submit apply such security from time to Landlord a reminder notice, which shall state that Landlord's failure time at the option of Lender to disapprove the applicable proposal within seven (7) days after receipt of pay for such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantalterations.

Alterations. For purposes Landlord hereby consents to certain Tenant Improvements, on the terms and subject to the conditions of this LeaseExhibit C. Tenant shall not make or permit any Alterations in, any physical improvement addition, enhancement on or change with respect to all or any portion of about the Premises is referred without the prior written consent of Landlord, and according to as an "Alteration." Tenant plans and specifications approved in writing by Landlord, which consent and approval shall not be unreasonably withheld, conditioned or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) delayed. Except in the case of the Tenant Improvements which are the subject of the Initial Installation, Landlord, at its sole option, may, however, require as a condition to the granting of any Alteration other than those permitted under clause (i) above, with Landlord's prior such consent, that Tenant provide to Landlord, at Tenant’s sole cost and expense, a lien and completion bond in an amount equal to one and one-half (1½) times any and all estimated costs of any intended improvements to the Premises, to insure Landlord against any liability for mechanics’ and materialmen’s liens and to insure completion of the work. Except in the case of the Tenant Improvements which consent are the subject of the Initial Installation, and unless otherwise agreed in writing by the parties, Tenant shall, at its sole cost and expense, obtain all necessary permits and governmental inspections and approvals required in connection with any Alterations. All Alterations shall be installed at Tenant’s sole expense (except as expressly set forth in this Lease), in compliance with all applicable laws (including, but not limited to, The American With Disabilities Act, and any state or local building, fire or safety codes, ordinances or regulations), the Rules and Regulations and the CC&R’s, by Landlord’s contractor unless otherwise agreed by the parties. All Alterations shall be done in a good and workmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date, and shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, Project. All Alterations made by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration Tenant shall be made in accordance with all applicable lawsand become the property of Landlord upon installation and shall not be deemed Tenant’s Personal Property. Notwithstanding any other provisions of this Lease, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request be solely responsible for the maintenance and repair of any and all Alterations made by it to the Premises. Tenant shall give Landlord for Landlord's approval written notice of an Alteration which requires Landlord's approval, Landlord shall Tenant’s intention to perform any Alterations on the Premises at least twenty (x) approve such Alteration proposed by Tenant within twenty-one (2120) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal prior to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission commencement of such modified proposal. If Alterations to enable Landlord does not approve to post and record an appropriate Notice of Non-responsibility or disapprove other notice deemed proper before the commencement of any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by TenantAlterations.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor Sublessee shall have the right to make alterations, additions and improvements (collectively, hereinafter “Alterations”) to the Premises without obtaining consent of the PDA or Sublessor, provided that (i) such Alterations do not materially adversely affect the soundness, structural integrity, exterior appearance, or useful life of the structure or the systems of the Building, (ii) such Alterations in each instance do not exceed $250,000, and (iii) such Alterations do not require (A) consent of the PDA under Article 15 of the Ground Lease (applied as if Sublessee were the “Sublessee” thereunder) or (B) approval of plans from another governmental agency to obtain any required building or other permit. If applicable, Sublessee shall provide Sublessor with “as built” plans detailing such Alterations at the completion thereof. As long as Sublessor has received at least fifteen (15) business days’ prior notice of such Alterations, Sublessor shall notify Sublessee within such period whether Sublessor shall require Sublessee to remove such Alterations upon the expiration or earlier termination of this Lease. If Sublessor fails to give such notification to Sublessee within such period, Sublessee shall not be obligated to do so. Notwithstanding anything herein to the contrary, Sublessee shall not be obligated to remove or restore any time Alterations made as part of or in connection with Sublessor’s Work and Sublessee’s initial occupancy of the Building, including, but not limited to any data, telephone or telecommunications wiring. In addition, Sublessee shall have the right to install, at its sole cost and expense, a backup generator for the Building in a location to be reasonably determined by Sublessor and Sublessee, subject to the other provisions hereof related to Alterations. Any other Alterations shall require the prior written consent of Sublessor and, to the extent required under the Ground Lease, the PDA, which shall not be unreasonably withheld or delayed subject to and in accordance with the Ground Lease. Sublessor agrees that it shall use commercially reasonable efforts to assist Sublessee in obtaining any consent required from the PDA relating to Alterations so long as Sublessee reimburses Sublessor for any reasonable out-of-pocket costs or expenses incurred by Sublessor in connection therewith. Sublessor may condition its consent to any Alteration requiring Sublessor’s consent hereunder on a requirement that Sublessee remove same upon expiration or earlier termination of the Term of this Lease. All work done in connection with any Alterations shall be done in a good and workmanlike manner employing materials of good quality and in compliance with Article 15 of the Ground Lease and with laws, rules, orders and regulations of governmental authorities having jurisdiction thereof and by contractors approved by Sublessor, which approval will not be unreasonably withheld, conditioned or delayed. If Sublessee employs outside contractors for Alterations to the Premises, Sublessee shall be responsible for and shall cause the contractor to abide by all reasonable procedures, rules and regulations as promulgated by Sublessor and/or the PDA in writing prior to the commencement of any such Alteration. All Alterations shall be performed in such a manner as to maintain harmonious labor relations and not to damage the Building. Sublessee shall indemnify and hold Sublessor harmless from any damage caused by Sublessee’s contractors. Sublessee agrees to pay to Sublessor all reasonable out-of-pocket costs actually incurred by Sublessor in connection with granting its consent to such Alterations (if required) and supplying services requested by Sublessee to Sublessee with respect to the construction by Sublessee of any Alteration within thirty (30) days of Sublessor’s bill therefor. Sublessee shall cause each contractor performing any Alteration on its behalf to carry worker’s compensation insurance in statutory amounts covering the employees of all contractors and subcontractors, and comprehensive general liability insurance with such limits as Sublessor may require reasonably from time to time during the Base Term or Extension Term, if any, of this Lease, taking into account the complexity and nature of the work and the amount of insurance customarily carried by contractors performing similar work and, if requested by Sublessor, to make deliver to Sublessor certificates of all such insurance. Except as otherwise provided herein, any Alterations made by Sublessee, and any permanent fixtures installed as part thereof shall become the property of Sublessor upon the expiration or cause other sooner termination of this Lease. Sublessee shall yield up the Premises in the condition the Premises were in on the Rent Commencement Date or as they may be placed during the Term of this Lease, reasonable wear and tear, damage caused by Sublessor’s activities or breach of its repair and maintenance obligations, and damage by fire or other casualty and governmental taking excepted (but in any event, subject to be made any Alteration Sublessee’s obligation to remove Alterations as provided in this Lease). Notwithstanding the foregoing or anything in this Lease to the Premises (i) without Landlord's consentcontrary, if such Alteration is performed in order Sublessee shall have no obligation to comply with remove or restore Sublessor’s Work, any ordinary and customary tenant improvements or Alterations that are typical for general office, manufacturing, R&D/laboratory, and warehouse use, including data, telephone or telecommunications cabling and wiring. All articles of Tenant's agreements with Franchisor personal property and such Alteration does not adversely affect any structural component of the Building all business or trade fixtures, machinery and (ii) equipment and furniture owned or installed by Sublessee in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, computers, refrigerators, freezers, and water processing systems, shall remain the property of Sublessee and may be installed or removed by diminishing Sublessee at any time during the utility of Lease Term or upon the Improvements for use as a restaurant expiration or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval earlier termination thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenant.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to not make or cause to be made any Alteration in alterations, additions or improvements or install or cause to be installed any fixtures, signs, floor coverings, interior or exterior lighting, plumbing fixtures, or shades or awnings, or make any other changes to the Leased Premises (i) without first obtaining Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent’s written approval, which consent approval shall not be unreasonably withheld provided that withheld. Tenant shall present to the Landlord plans and specifications for such Alteration does not (A) diminish work at the value time approval is sought. In the event Landlord consents to the making of any alterations, additions, or improvements to the Leased Premises (includingby Tenant, the same shall be made by way of example onlyTenant at Tenant’s sole cost and expense. All such work with respect to any alterations, but without limitationadditions, by diminishing the utility of the Improvements for use as and changes shall be done in a restaurant or diminishing the useful life of the Improvements)good and workmanlike manner and diligently prosecuted to completion such that, except to as absolutely necessary during the course of such work, the Leased Premises shall at all times be a de minimis extentcomplete operating unit. Any such alterations, additions, or (B) adversely affect changes shall be performed and done strictly in accordance with all laws and ordinances relating thereto. In performing the work or any structural component such alterations, additions, or changes, Tenant shall have the same performed in such a manner as not to obstruct access to any portion of the Building. Every Alteration Any alterations, additions, or improvements to or of the Leased Premises, including, but not limited to, wall covering, fume hoods, darkroom, paneling, and built-in cabinet work, but excepting movable furniture and equipment, shall at once become a part of the realty and shall be surrendered with the Premises, unless Landlord and Tenant agree at any time that the specific improvement may be removed by Tenant at the end of the Term provided Tenant restores the premises to its original condition, wear and tear excepted. If there is an agreement to allow removal, such items which are the subject of agreement shall be listed on Exhibit F which agreement, as may be revised by the parties from time to time, shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval part of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantthis Lease.

Alterations. For purposes (a) Tenant may, at its expense, including funds made available in the TI Allowance account, make additions to and alterations of this Leasethe Improvements and construct additional Improvements and make substitutions and replacements for the Improvements (“Alterations”), any physical improvement additionprovided that Tenant delivers a written statement identifying the Alterations being made, enhancement or change with respect to all or any portion when they are being made and their cost and certifying that (i) the Fair Market Value (as defined in Section 2, above) of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have not be lessened thereby other than in a deminimus manner and such Alterations will not permanently reduce the right at any time square footage of the Improvements, (ii) such Alterations shall be completed in a good and from time to time during the Term to make or cause workmanlike manner, free of Liens and in compliance with all applicable Legal Requirements and all insurance policies required to be made any Alteration in or to the Premises maintained by Tenant hereunder, and (iiii) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does Alterations will not adversely affect any the building systems or structural component integrity of the Building and (ii) in the case of Premises. Prior to commencing any Alteration the cost of which, either alone or together with any other Alterations (other than those permitted under clause of a merely cosmetic nature (ie.g. paint, wall and floor coverings, window treatments) abovemade without Landlord’s consent since the last instance in which Landlord provided written consent to Alterations, with exceeds Two Million Dollars ($2,000,000), Tenant shall have first obtained Landlord's prior ’s written consent, which consent shall not be unreasonably withheld provided that such Alteration does withheld. Landlord’s consent shall not (A) diminish the value be required for Alterations of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrancesmerely cosmetic nature. If Landlord's consent is required under this Section 10 and Landlord has not provided Tenant shall submit a request to Landlord for with Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall or disapproval within twenty (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (720) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's receipt of from Tenant of plans and specifications and other reasonable information requested from Landlord, and such failure to disapprove the applicable proposal within seven continues for ten (710) days after Landlord's receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with written a detailed explanation of Landlord's objections to second request from Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall will be deemed to have approved the request. Upon Landlord’s request, Tenant shall provide Landlord with copies of the plans and specifications, if available for any such additions and alterations. Before making any Alterations, Tenant shall obtain, at its sole cost, including being entitled to use funds available in the TI Allowance account, all necessary permits and approvals required to perform the proposed Alteration. All such Alterations proposed shall be and remain part of the realty and the property of Landlord and shall be subject to this Lease. Landlord agrees to execute such utility easements, building permit applications, zoning changes and other similar governmental applications as Tenant may reasonably deem necessary or requisite in connection with any such addition and/or alteration, provided such utility easements, building permit applications, zoning changes and other similar governmental applications do not result in any on-going liability on the part of Landlord for which Landlord is not indemnified for hereunder or change the nature of the Premises when compared to Comparable Buildings. Tenant shall reimburse, upon demand, all out-of-pocket fees and costs reasonably incurred by Landlord and its successors and assigns in connection with reviewing any request for consent to Tenant Alterations. (b) Notwithstanding the foregoing paragraph, Tenant may place upon the Premises any inventory, fixtures, machinery, equipment or other improvements which can be removed without structural damage to the Premises (“Tenant’s Trade Property”) and may remove the same at any time during the Term of this Lease. Landlord agrees, within ten (10) Business Days of Tenant’s request and at Tenant’s expense, to execute a waiver or subordination of its statutory or contractual landlord’s lien to any holder of a valid security interest in any of Tenant’s Trade Property or to any bona fide lessor of Tenant’s Trade Property provided that the holder of such security interest, or such lessor, agrees in writing to repair any damage which may be done to the Premises as a result of a removal of any of Tenant’s Trade Property. Tenant shall promptly repair any damage to the Premises caused by its removal of any of Tenant’s Trade Property.

Alterations. For purposes of this LeaseTenant may not make any improvements, any physical improvement additionalterations, enhancement additions or change with respect changes to all the Premises or any portion of the Premises is referred to as an "Alteration." Tenant mechanical, plumbing or Franchisor shall have the right at any time and from time to time during the Term to make HVAC facilities or cause to be made any Alteration in or systems pertaining to the Premises (icollectively, the “Alterations”) without Landlord's consentfirst procuring the prior written consent of Landlord to such Alterations, if such Alteration is performed in order which consent shall be requested by Tenant not less than ten (10) business days prior to comply with any of Tenant's agreements with Franchisor the commencement thereof, and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld by Landlord, provided it shall be deemed reasonable for Landlord to withhold its consent to any Alteration which may violate the CAP Process described in Section 5.3 above, or may adversely affect the structural portions or the systems or equipment of the Building, or has a material effect on the exterior appearance of the Building when the Building is viewed in its entirety from the street of from a neighboring building. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations without Landlord’s prior consent and without prior notice to Landlord (subject to the terms of Article 9, below), to the extent that such Alterations cost less than $10,000.00 for a particular job or work and are strictly cosmetic (such as painting or carpeting). Notwithstanding the foregoing, Tenant shall be permitted to make Alterations following three (3) business days’ prior written notice to Landlord, but without Landlord’s prior consent, to the extent that such Alterations (i) do not adversely affect the Building Structure, Building Systems or equipment, (ii) does not have a material effect on the exterior appearance of the Building when the Building is viewed in its entirety from the street of from a neighboring building, (iii) cost more than $10,000.00 but less than $100,000.00 for a particular job of work, and (iv) would not require Tenant to obtain Landlord’s consent pursuant to the terms and conditions of Section 5.3 of this Lease. The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 8. Tenant’s trade fixtures, furniture, equipment and other personal property installed in the Premises (“Tenant’s Property”) shall at all times be and remain Tenant’s property. For the avoidance of doubt, the items listed on Exhibit N shall be considered Tenant’s Property. Except for Alterations which cannot be removed without structural injury to the Premises or the Building, at any time Tenant may remove Tenant’s Property from the Premises, provided that Tenant repairs all damage caused by such Alteration does not (A) diminish removal and returns the value affected portion of the Premises (including, by way of example only, but without limitation, by diminishing to the utility of condition that existed prior to the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt installation of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenant’s Property.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement (a) Tenant shall not before or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause suffer to be made any Alteration alterations, additions or improvements in or to the Premises (iherein collectively called “Alterations”) without first obtaining Landlord's consent, ’s written approval thereof based on detailed plans and specifications submitted by Tenant. Landlord’s approval may be withheld in Landlord’s sole and absolute discretion if such Alteration is performed any Alterations could in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely Landlord’s judgment affect any structural component the structure of the Building and or the electrical, mechanical, heating, ventilation or air conditioning, life safety or plumbing systems of the Building (ii) collectively the “Building Systems”), be visible from outside the Premises, or require additional code compliance or similar work not included in the case of any Alteration other than those permitted under clause (i) aboveAlterations; otherwise, with Landlord's prior consent, which ’s consent shall not be unreasonably withheld provided withheld. Without limiting the foregoing, all Alterations shall also be subject to the provisions of Section 11.2 below. Notwithstanding the foregoing, Tenant shall be permitted to make Alterations that do not affect the structure of the Building or the Building Systems that in the aggregate do not exceed Two Hundred Fifty Thousand Dollars ($250,000.00) without the prior written consent of Landlord; provided, however, that Tenant shall provide Landlord copies of all permits, plans and other related documents in connection with such Alterations. (b) Any Alteration does to the Premises shall be at Tenant’s sole cost and expense, in compliance with all applicable Laws and all requirements requested by Landlord, including, without limitation, the requirements of any insurer providing coverage for the Premises or the Building or any part thereof, and in accordance with plans and specifications approved in writing by Landlord, and shall be constructed and installed by a contractor reasonably approved in writing by Landlord. As a further condition to giving consent, with respect to Alterations that could affect the structural components of the Building Systems or which in the aggregate exceed One Million Dollars ($1,000,000.00) in cost, Landlord may require Tenant to provide Landlord, at Tenant’s sole cost and expense, a payment and performance bond in form reasonably acceptable to Landlord, in a principal amount not less than the estimated costs of such Alterations, to ensure Landlord against any liability for mechanics’ and materialmen’s liens and to ensure completion of work. Before Alterations may begin, valid building permits or other permits or licenses required must be furnished to Landlord, and, once the Alterations begin, Tenant will diligently and continuously pursue their completion. Landlord may monitor construction of the Alterations and Tenant shall reimburse Landlord for its reasonable costs (Aincluding, without limitation, the costs of any construction manager retained by Landlord) diminish in reviewing plans and documents and in monitoring construction. Tenant shall maintain during the course of construction, at its sole cost and expense, builders’ risk insurance for the amount of the completed value of the Premises (includingAlterations on an all-risk non-reporting form covering all improvements under construction, by way of example onlyincluding building materials, but and other insurance in amounts and against such risks as Landlord shall reasonably require in connection with the Alterations. In addition to and without limitation, by diminishing limitation on the utility generality of the Improvements for use foregoing, Tenant shall ensure that its contractor(s) procure and maintain in full force and effect during the course of construction a “broad form” commercial general liability and property damage policy of insurance naming Landlord, Tenant and Landlord’s lenders, if any, as a restaurant or diminishing the useful life additional insureds. The minimum limit of coverage of the Improvementsaforesaid policy shall be in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of one person in any one accident or occurrence and in the amount of not less than Three Million Dollars ($3,000,000.00) for injury or death of more than one person in any one accident or occurrence, and shall contain a severability of interest clause or a cross liability endorsement. Such insurance shall further insure Landlord and Tenant against liability for property damage of at least Three Million Dollars ($3,000,000.00). (c) Tenant agrees not to proceed to make any Alterations, except notwithstanding consent from Landlord to a de minimis extentdo so, or (B) adversely affect any structural component until Tenant notifies Landlord in writing of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If date Tenant shall submit a request desires to Landlord for Landlord's approval commence construction or installation of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord Alterations and Landlord disapproves has approved such proposal within date in writing, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant’s improvements. Tenant will at all times permit such notices to be posted and to remain posted until the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission completion of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantwork.

Alterations. For purposes (a) With the prior written consent of this LeaseLandlord, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and may from time to time, at its sole cost and expense and after giving Landlord copies of all architectural plans and specifications and related governmental permits, make alterations, replacements, additions, changes, and improvements (collectively referred to in this Article as “Alterations”) in and to the interior of the Leased Premises as it may find necessary or convenient for operating the Leased Premises for the Permitted Use. Landlord may condition such consent as Landlord reasonably determines, including, without limitation, a condition requiring Tenant to remove any such Alteration upon the expiration or termination of the Lease Term and restoring the Leased Premises to the condition which existed on the date Tenant took possession, subject to normal wear and tear. Landlord shall give Tenant notice at the time during of granting any such consent indicating whether Landlord will require Tenant to remove any such Alteration upon the expiration or termination of the Lease Term. Notwithstanding the foregoing, Tenant shall be permitted, without Landlord’s consent, to make alterations of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpet, so long as such alterations (i) are not visible from the exterior of the Leased Premises and (ii) do not affect the roof or any structural element of the Building, or the mechanical, electrical, plumbing, heating, ventilating, air-conditioning and fire protection systems of the Building. (b) All Alterations made on the Leased Premises shall become the property of Landlord at the expiration or termination of the Lease Term and shall be surrendered with the Leased Premises. Notwithstanding the foregoing, so long as Tenant is not in default under this Lease at the time of such expiration or termination, Tenant may remove its trade fixtures (including, without limitation, data cabling) from the Leased Premises, subject, however to the obligation of Tenant to repair any damage by its removal of any such trade fixtures, which obligation shall survive such expiration or termination. (c) Notwithstanding anything contained herein to the contrary, Tenant shall, at its sole cost and expense, make any non-structural alteration and Landlord shall make all structural or capital alterations to or on the Leased Premises, or any part thereof that may be necessary or required by reason of any law, rule, regulation or order promulgated by any competent government authority. (d) Tenant shall make or cause to be made any Alteration promptly and in or to a good workmanlike manner, in compliance with all applicable permits and authorizations and building and zoning laws and all laws, in accordance with the Premises (i) without Landlord's consentorders, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor rules and such Alteration does not adversely affect any structural component regulations of the Building Board of Fire Insurance Underwriters and any other body hereafter exercising similar functions having or asserting jurisdiction over the Leased Premises. (iie) in the case Tenant may contract with Landlord to complete construction of any Alteration other than those permitted under clause (i) aboveand Landlord shall provide Tenant with a bid for the cost thereof prepared by Landlord’s construction contractor(s). Alternatively, with Landlord's Tenant may obtain additional bids if it so chooses and engage its own contractor, provided Landlord receives copies of the bids and approves Tenant’s contractor and proposed materials, in writing, prior consent, which consent to the commencement of the work relating to such Alteration. Landlord shall not be unreasonably withheld provided that such Alteration does not (A) diminish responsible for the value quality or nature of the Premises (includingwork performed by any contractor engaged by Tenant. Tenant shall indemnify and hold Landlord harmless from and against any damage to the Building, or any other loss, cost, expense or other liability suffered by way of example only, but without limitation, Landlord by diminishing the utility reason of the Improvements for use as a restaurant act or diminishing the useful life omission of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall contractor so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed engaged by Tenant.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to not make or cause allow to be made any Alteration in alterations, additions or improvements (“Alterations”) to the Premises (i) without obtaining the prior written consent of Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which such consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value nor interfere with ▇▇▇▇▇▇’s use of the Premises (includingPremises. Tenant shall deliver to Landlord the contractor’s name, state license number, a certificate of liability insurance naming Landlord and, at Landlord’s option, Landlord’s Lender(s) as an additional insured, as well as full and complete plans and specifications of all such Alterations and any subsequent modifications or additions to such plans and specifications, and no proposed work shall be commenced or continued by way Tenant until Landlord has received and given its written approval of example only, but without limitation, by diminishing the utility each of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Buildingforegoing. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not either approve or disapprove any proposal proposed Alteration within ten (10) days following receipt of all of the foregoing items, and if Landlord fails to deliver notice of disapproval within ten (10) days following receipt of all the foregoing items, ▇▇▇▇▇▇▇▇’s consent is deemed approved. Landlord’s consent or modified proposal comments on any such plans shall not be deemed an express or implicit covenant or warranty that any plans or specifications submitted by Tenant are accurate, safe or sufficient or that the same comply with any Laws, ordinances, or building codes. Tenant will indemnify, protect, defend and hold Landlord and the Landlord Parties, and the Premises harmless for, from and against any loss, damage, liability, claims, cost or expense, including attorneys’ fees and costs, incurred as a result of any defects in writing design, materials or workmanship resulting from ▇▇▇▇▇▇’s Alterations to the Premises. All Alterations which are not permanently affixed to the Premises shall remain the property of Tenant. All Alterations shall be done in a good and workmanlike manner and in compliance with a detailed explanation the plans and specifications approved by Landlord and in compliance with all applicable Laws and as-built plans and specifications shall be provided to Landlord by Tenant upon completion of its objections within the applicable seven (1) or twenty-one (21) day periodwork. If reasonably required by Landlord, Tenant may submit shall secure at Tenant’s own cost and expense a completion and lien indemnity bond or other adequate security, in form and substance reasonably satisfactory to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenant.

Alterations. For purposes A. Tenant shall not make any alterations, additions or improvements to any Site or any portion thereof (“Alterations”) without first obtaining the prior written consent of Landlord which shall not be unreasonably withheld, conditioned or delayed; provided, however, that so long as no Event of Default has occurred and is continuing, Landlord’s prior written consent shall not be required, but prior written notice shall be delivered to Landlord accompanied with full and complete drawings and plans prepared by a licensed architect or engineer, if applicable, for any Alterations to a Site that: (i) are not structural additions or structural alterations to such Site; (ii) will not change the essential nature of any Building as a restaurant and gift shop or ancillary uses; (iii) will not materially and adversely affect the structural elements or roof of any Building, the proper functioning of a Building’s systems nor the impair the value of such Building; and (iv) do not exceed the cost of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) for any Site on an annual basis. In seeking approval from Landlord of any Alterations, if required, Tenant shall provide Landlord with (1) full and complete set of drawings and plans for the proposed Alterations prepared by a licensed architect or engineer; and (2) notice of whether the Alteration will involve or affect Hazardous Materials. Tenant shall not have the right to seek any zoning changes or variances in connection with any Alterations without Landlord’s approval, provided that Landlord’s consent to a variance in connection with any Alterations shall not be unreasonably withheld provided such variance does not change the essential nature of any Building. Tenant shall reimburse Landlord upon demand for any reasonable third party out-of-pocket costs, including, without limitation, attorney’s fees and engineering advisor’s fees, related to Landlord’s review of any Alterations request by Tenant. B. All Alterations shall be constructed by Tenant, without expense to Landlord, in a good, first-class, professional and workmanlike manner so as not to void or make voidable any roof or other warranties, employing materials of first-class quality free of material defects, and in compliance with all Law, all applicable Encumbrances and all regulations and orders, rules and regulations of the Board of Fire Insurance Underwriters or any other body exercising similar functions, and in compliance with the terms and conditions of this Lease. C. Prior to the commencement of construction of any Alteration that required Landlord’s consent hereunder, any Tenant shall deliver to Landlord certificates evidencing the existence of (a) workmen’s compensation insurance with coverage limits not less than statutory limits covering all persons employed for such work; (b) a completed operations endorsement to the commercial general liability insurance policy referred to Section 15.B; (c) reasonable comprehensive general liability and property damage insurance naming Landlord, its designees and Tenant as additional insureds, with coverage of at least $1,000,000 single-limit or such greater amount as may be reasonably requested by Landlord; and (d) builders all risk insurance on a completed value basis (or its equivalent) covering all physical improvement additionloss, enhancement or change with respect to all or any portion in an amount no less than the full replacement value of the Premises is referred to as an "AlterationAlterations in question." Tenant or Franchisor shall have D. Promptly upon the right at any time and from time to time during the Term to make or cause to be made completion of construction of any Alteration in or that is permanently affixed to the Premises and alters the existing footprint or elevation of a Building, Tenant shall deliver to Landlord one complete set of “as built” drawings thereof (i) without Landlord's consentand if the Alterations involve any change to the footprint of the applicable Building or the erection of a new building, an ALTA survey for the applicable Site certified to Landlord and any Landlord Mortgagee), proof of payment for all labor and materials, and if and to the extent commercially obtainable, copies of guarantees, if any, from all major contractors in favor of Landlord and Tenant (jointly and separately) against defects and deficiencies in materials and workmanship, and requiring the correction of the same upon demand of Landlord and Tenant at the expense of such Alteration is performed contractor. E. All Alterations, whether temporary or permanent in order to comply with any character, made in or upon the Premises either by Landlord or Tenant (other than Tenant’s Personal Property installed or placed on the Premises by or on behalf of Tenant's agreements ) shall be Landlord’s property, and will remain with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) Premises without compensation to Tenant. Notwithstanding the foregoing, in the case of any Alteration other than those permitted under clause (i) above, with requiring Landlord's ’s prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's written approval, Landlord shall (x) approve may condition such approval on Tenant’s agreement to remove all or a portion of such Alteration proposed by Tenant within twenty-one (21) days at the end of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approvalthe Term. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission provide Tenant with notice, of Tenant’s obligation to remove any such Alteration at the end of the Term upon Landlord’s review of such modified proposalAlteration. If Landlord does not approve notify Tenant that Tenant is obligated to remove such Alteration, such Alteration may be removed at Tenant’s option. Upon the expiration or disapprove sooner termination of this Lease, all Alterations on the Premises required by Landlord to be removed as aforesaid, or any proposal part or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day periodparts thereof so designated by Landlord, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed removed from the Premises by Tenant and the Premises restored to constitute Landlord's approval thereofthe same or better condition than existed immediately prior to the construction of the Alteration, reasonable wear and tear, and damage from fire or other casualty excepted. If Landlord Notwithstanding Section 4.B, it shall not be an Event of Default if Tenant reduces or ceases operation (only to the extent reasonably necessary) during the construction of any Alterations made in accordance with the terms and provisions of this Lease, so long as such reduction or ceasing of operations does not disapprove continue for more than ninety (90) consecutive days in the aggregate with respect to any such proposal or modified proposal in writing with a detailed explanation of Landlord's objections Alteration, subject to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by TenantForce Majeure Delays.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to not make or cause to be made any Alteration in alterations, additions or improvements or install or cause to be installed any fixtures, signs, floor coverings, interior or exterior lighting, plumbing fixtures, or shades or awnings, or make any other changes to the Leased Premises (i) without first obtaining Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consentwritten approval, which consent approval shall not be unreasonably withheld provided that withheld. Tenant shall present to the Landlord plans and specifications for such Alteration does not (A) diminish work at the value time approval is sought. In the event Landlord consents to the making of any alterations, additions, or improvements to the Leased Premises (includingby Tenant, the same shall be made by way of example onlyTenant at Tenant's sole cost and expense. All such work with respect to any alterations, but without limitationadditions, by diminishing the utility of the Improvements for use as and changes shall be done in a restaurant or diminishing the useful life of the Improvements)good and workmanlike manner and diligently prosecuted to completion such that, except to as absolutely necessary during the course of such work, the Leased Premises shall at all times be a de minimis extentcomplete operating unit. Any such alterations, additions, or (B) adversely affect changes shall be performed and done strictly in accordance with all laws and ordinances relating thereto. In performing the work or any structural component such alterations, additions, or changes, Tenant shall have the same performed in such a manner as not to obstruct access to any portion of the Building. Every Alteration Any alterations, additions, or improvements to or of the Leased Premises, including, but not limited to, wallcovering, fume hoods, darkroom, paneling, and built-in cabinet work, but excepting movable furniture and equipment, shall at once become a part of the realty and shall be surrendered with the Premises, unless Landlord and Tenant agree at any time that the specific improvement may be removed by Tenant at the end of the Term provided Tenant restores the premises to its original condition, wear and tear excepted. If there is an agreement to allow removal, such items which are the subject of agreement shall be listed on Exhibit F which agreement, as may be revised by the parties from time to time, shall be made in accordance with all applicable laws, legal requirements and a part of this Lease. The parties have agreed as to the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenant.items 1 through 8 listed on Exhibit F.

Alterations. For purposes of this Lease, A. Tenant shall not make any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or alterations to the Leased Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of or the Building and (ii) without first obtaining the written consent of Landlord in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consenteach such instance, which consent shall not be unreasonably withheld provided that so long as such Alteration does alteration (i) would not have an adverse affect on the Building structure or the Building systems or otherwise affect the elevator lobbies or restrooms, (Aii) diminish would not affect the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component exterior appearance of the Building. Every Alteration shall be made in accordance , (iii) comply with all applicable laws, legal requirements and (iv) would not interfere with another occupant’s normal and customary business operations. Notwithstanding the foregoing, Landlord’s consent shall not be required for any alteration (each, a “Permitted Alteration”) that (i) is limited to the interior of the Leased Premises and the cost of such alteration does not exceed $100,000.00; and (ii) does not adversely affect the structure of the Building or the Building systems. All alterations made by Tenant shall (unless expressly provided to the contrary in this Lease) be made at Tenant’s sole cost and expense (including all expenses for obtaining any required governmental permits and approvals). Landlord hereby agrees that it shall not unreasonably withhold its consent in the event that Tenant desires, at Tenant’s sole cost and expense, to replace the northwest elevator with an elevator of a size typically used in hospitals. B. Prior to commencing any alteration, Tenant shall give notice (each, an “Alteration Notice”) to Landlord thereof, and, to the extent that good construction practice requires plans and specifications to be prepared with respect to such alteration, such notice shall be accompanied by a copy of such plans and specifications. In the case of any alteration that is not a Permitted EncumbrancesAlteration (each, a “Material Alteration”), Landlord, within ten (10) days after its receipt of such notice, shall either (i) give its written consent to such Material Alteration, or (ii) deny its consent and request revisions or modifications to such Material Alteration. If (x) Landlord so denies its consent and requests such revisions or modifications, and (y) Tenant wishes to pursue such Material Alteration, then Tenant shall submit such revisions or modifications to Landlord. Within seven (7) days following receipt by Landlord of such revisions or modifications, Landlord shall give its written consent thereto or shall request other revisions or modifications therein (but relating only to the extent Tenant has failed to comply with Landlord’s earlier requests). The preceding two sentences shall be implemented repeatedly until Landlord gives its written consent to the Material Alteration in question. If (i) Landlord fails to deny its consent to a Material Alteration in a writing that sets forth the reasons for such denial within the aforesaid 10-day period, or (ii) Landlord fails to deny its consent to such a revision or modification of a Material Alteration in a writing that sets forth the reasons for such denial within the aforesaid 7-day period, then Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response second notice to Landlord's objections , and if Landlord shall so approve or disapprove same fails to respond to such second notice within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that following receipt thereof by Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have consented to such Material Alteration or such revision or modification, as the case may be. Any dispute as to whether Landlord’s denial of consent to a Material Alteration was proper shall be determined by arbitration in accordance with Section 37 below. Landlord’s approval of Tenant’s plans and specifications for any work performed for or on behalf of Tenant shall not be deemed to be a representation by Landlord that such plans and specifications comply with applicable insurance requirements, building codes, ordinances, laws or regulations or that the alterations, additions and improvements constructed in accordance with such plans and specifications will be adequate for Tenant’s use. Tenant shall indemnify, defend (with counsel reasonably acceptable to Landlord) and hold harmless the Landlord Parties from and against all costs (including attorneys’ fees and costs of suit), losses, liabilities, or causes of action arising out of or relating to any alterations, additions or improvements made by Tenant to the Leased Premises, including but not limited to any mechanics’ or materialmen’s liens asserted in connection therewith. C. Tenant shall perform all Tenant alterations with contractors and subcontractors approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. D. Landlord, upon Tenant’s written request, shall (at no expense to Landlord) furnish or execute promptly any documents, information, consents or other materials which are necessary in connection with Tenant’s efforts to obtain any license or permit for the Alterations proposed making of any approved or Material Alteration. Prior to commencement of construction of any alterations, Tenant shall deliver to Landlord the building permit, a copy of the executed construction contract covering the alterations, in each case to the extent applicable, and evidence of contractor’s and subcontractor’s insurance, such insurance being with such companies, for such periods and in such amounts as Landlord may reasonably require, naming the Landlord Parties as additional insureds. Tenant shall pay to Landlord within ten (10) days after receipt of written request along with evidence substantiating such cost, a review fee in the amount of Landlord’s actual reasonable professional costs incurred to compensate Landlord for the cost of review and approval of the plans and specifications to the extent applicable. Tenant shall deliver to Landlord a copy of the “as-built” plans and specifications for all alterations or physical additions so made in or to the Leased Premises to the extent applicable, and shall reimburse Landlord for the cost incurred by Landlord to update its current architectural plans for the Building to the extent applicable. E. Tenant shall not be deemed to be the agent or representative of Landlord in making any such alterations, physical additions or improvements to the Leased Premises, and shall have no right, power or authority to encumber any interest in the Complex in connection therewith other than Tenant’s leasehold estate under this Lease Agreement. However, should any mechanics’ or other liens be filed against any portion of the Complex or any interest therein (other than Tenant’s leasehold estate hereunder) by reason of Tenant’s acts or omissions or because of a claim against Tenant or its contractors, Tenant shall cause the same to be canceled or discharged of record by bond or otherwise within twenty (20) days after notice by Landlord. If Tenant shall fail to cancel or discharge said lien or liens, within said twenty (20) day period, which failure shall be deemed to be a default hereunder, Landlord may, at its sole option and in addition to any other remedy of Landlord hereunder, cancel or discharge the same and upon Landlord’s demand, Tenant shall promptly reimburse Landlord for all costs incurred in canceling or discharging such lien or liens. F. Tenant shall cause all alterations, physical additions, and improvements (including fixtures), constructed or installed in the Leased Premises by or on behalf of Tenant to comply with all applicable governmental codes, ordinances, rules, regulations and laws. Tenant acknowledges and agrees that neither Landlord’s review and approval of Tenant’s plans and specifications nor its observation or supervision of the construction or installation thereof shall constitute any warranty or agreement by Landlord that same comply with such codes, ordinances, rules, regulations and laws. G. Tenant shall be wholly responsible for any accommodations or alterations that are required by applicable governmental codes, ordinances, rules, regulations and laws to be made to the Leased Premises to accommodate disabled employees and customers of Tenant, including, without limitation, compliance with the Americans with Disabilities Act (42 U.S.C. §§ 12101 et seq.) and the Texas Architectural Barriers Act (Tex.Rev.Civ.Stat. Art 9201) (collectively, the “Accommodation Laws”). Except to the extent provided below, Landlord shall be responsible for making all accommodations and alterations to the Common Areas of the Building necessary to comply with the Accommodation Laws. Notwithstanding the foregoing, Landlord may perform, at Tenant’s sole cost and expense, any accommodations or alterations that are required by the Accommodation Laws to any area outside of the Leased Premises which are triggered by any alterations or additions to the Leased Premises or Tenant’s use of the Leased Premises. Landlord represents and warrants that as of the date hereof, the Building complies with all Accommodation Laws and all other applicable governmental codes, ordinances, rules, regulations and laws.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to not make or cause allow to be made any Alteration in material alterations, additions or improvements to the Premises (defined as alterations, additions or improvements costing in excess of $5,000.00 individually or in the aggregate with respect to separate items relating to the same improvement or alteration, or alterations, additions or improvements which affect the structure or exterior of the Building or any building, mechanical, electrical or life safety system), either at the inception of the Lease or subsequently during the Term, without obtaining the prior written consent of Landlord, which consent may be withheld in Landlord's sole discretion with respect to any alteration, addition or improvement that (i) without Landlord's consentaffects the structure or exterior of the Building or any building, if such Alteration is performed in order mechanical, electrical or life safety systems or (ii) potentially causes the Premises or Building to fail to comply with any of Tenant's agreements with Franchisor Arizona State Marijuana rules and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) aboveregulations pertaining to facilities producing or processing cannabis, with Landlord's prior consent, which consent but shall not be unreasonably withheld provided withheld. Tenant shall deliver to Landlord the contractor's name, state license number, a certificate of liability insurance naming Landlord and Landlord's manager and lender(s) as an additional insured, as well as full and complete plans and specifications of all such alterations, additions or improvements, and any subsequent modifications or additions to such plans and specifications, and no proposed work shall be commenced or continued by Tenant until Landlord has received and given its written approval of each of the foregoing. Landlord shall either approve or disapprove any proposed alteration, addition or improvement within thirty (30) days following receipt of all of the foregoing items, and if Landlord fails to deliver notice of disapproval within 30 days following receipt of all the foregoing items, Landlord's consent is deemed granted. Landlord shall not expressly or implicitly covenant or warrant that any plans or specifications submitted by Tenant are accurate, safe or sufficient or that the same comply with any applicable laws, ordinances, building codes, or the like. Further, Tenant shall indemnify, protect, defend and hold Landlord and Landlord's agents, employees and contractors and the Building harmless for, from and against any loss, damage, liability, claims, cost or expense, including attorneys' fees and costs, incurred as a result of any defects in design, materials or workmanship resulting from Tenant's alterations, additions or improvements to the Premises. All alterations, telephone or telecommunications lines, cables, conduits and equipment and all other additions or improvements to the Premises made by Tenant shall remain the property of Tenant until termination of the Lease, at which time they shall, unless otherwise elected by Landlord by written notice to Tenant, be and become the property of Landlord. Landlord may, as a condition to approval of any such Alteration does not (A) diminish alterations, additions or improvements, require Tenant to remove any partitions, counters, railings, telephone and telecommunications lines, cables, conduits and equipment and/or other improvements installed by Tenant during the value Term, and Tenant shall repair all damage resulting from such removal or shall pay to Landlord all costs arising from such removal if Landlord shall demand the removal of such alterations, additions and improvements prior to lease expiration or earlier termination of the Lease and Tenant fails to remove and repair the Premises prior to Tenant’s vacation thereof. All repairs, alterations, additions and restorations by Tenant hereinafter required or permitted shall be done in a good and workmanlike manner and in compliance with the plans and specifications approved by Landlord and in compliance with all applicable laws and ordinances, building codes, bylaws, regulations and orders of any federal, state, county, municipal or other public authority and of the insurers of the Premises (including, and as-built plans and specifications shall be provided to Landlord by way of example only, but without limitation, by diminishing the utility Tenant upon completion of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbranceswork. If required by Landlord, Tenant shall submit secure at Tenant's own cost and expense a request completion and lien indemnity bond or other adequate security, in form and substance reasonably satisfactory to Landlord. Tenant shall reimburse Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall reasonable charges (x) approve such Alteration proposed including any professional fees incurred by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and a reasonable administrative fee as established by Landlord disapproves such proposal within the twenty-one (21from time to time) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections for reviewing and Landlord shall so approve approving or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove disapproving plans and specifications for any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantalterations.

Alterations. For purposes (a) Except as hereinafter expressly provided, Tenant shall not make or permit to be made any alterations, additions, changes or improvements in or to the Leased Premises or any part thereof which would cost in excess of Twenty-Five Thousand Dollars ($25,000) without first obtaining the written consent of Landlord thereto (which consent Landlord agrees not to unreasonably withhold, condition or delay, provided Tenant has fully complied with each and every term, covenant and condition in this Lease and, with respect to such alterations, additions, changes or improvements, has provided Landlord with such liability insurance policies and/or surety bonds as Landlord may reasonably request). Notwithstanding the foregoing, Tenant shall not make or permit to be made any alterations, additions, changes or improvements in or to the structural components of the Leased Premises (regardless of cost) without first obtaining the written consent of Landlord, which otherwise shall be subject to the foregoing terms and conditions. (b) Before requesting Landlord’s consent, Tenant shall submit to Landlord detailed plans and specifications in duplicate of such proposed alterations, changes, additions or improvements, one of which copies may be retained by Landlord. Landlord shall be entitled to withhold its consent to any such alterations, additions, changes, or improvements, until such time as Tenant provides Landlord with reasonable evidence of the approval of such alterations, additions, changes or improvements by any and all municipal, state, federal or other governmental or other authorities, offices and departments now existing or hereafter created having jurisdiction over the Premises, and of the Board of Fire Underwriters or other like body, which approvals Tenant shall obtain at its own cost and expense. (c) Landlord, its architect, agents and employees, shall, upon reasonable notice, have the right to enter upon the Leased Premises in a reasonable manner and at all reasonable times during the course of any such alterations, additions, changes or improvements for the purpose of inspection and of finding out whether such work conforms to the approved plans and specifications and with the agreements herein contained. (d) Any and all alterations, additions, improvements and changes made by Tenant at any time and all governmental approvals therefor shall immediately be and become the property of Landlord without any payment therefor by Landlord; provided, however, that it is expressly understood and agreed that any trade fixtures or other fixtures added by Tenant (other than those which are required by the terms of this Lease to be provided by Tenant as a result of its obligation to repair or replace property furnished by Landlord) shall remain the property of Tenant and may be removed by Tenant, at Tenant’s expense, upon the expiration or earlier termination of this Lease, provided that any physical improvement additiondamage caused thereby is immediately repaired by Tenant. (e) Tenant, enhancement or change with respect to at its own cost and expense, will cause any and all or any portion mechanics’ liens and perfections of the same which may be filed against the Leased Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made paid and satisfied of record within thirty (30) days after Landlord shall send to Tenant written notice by registered mail of the filing of any Alteration in notice thereof against the Premises or the owner, for or purporting to be for labor or materials alleged to be furnished or to be charged by or for Tenant at the Leased Premises, or will bond such mechanics’ liens within said thirty (30) day period and use its good faith efforts to have such liens discharged by an order of a court of competent jurisdiction as promptly as possible. (f) Any alterations, improvements or other work once begun must be prosecuted with reasonable diligence to completion and, subject to the provisions of Subsection 12(e), above, be paid for by Tenant in full, free and clear of liens or encumbrances against the Leased Premises (i) without or Landlord's consent, if such Alteration is and must be performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made all respects in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantlaw.

Alterations. For purposes of this Lease8.1 Tenant shall not make any alterations, any physical improvement additionadditions, enhancement modifications or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration improvements in or to the Premises or any part thereof (i) including, without limitation, any initial improvements that may be constructed by Tenant in the Premises prior to first commencing business operations in the Premises), or attach any fixtures or equipment thereto (collectively, “Alterations”), without Landlord's ’s prior written consent, such consent not to be unreasonably withheld. The distribution of electrical outlets throughout the open space in the Premises (“Tenant’s Initial Alterations”) as shown on Exhibit B attached hereto are hereby approved. Notwithstanding the preceding sentence, Tenant may make such Alterations without Landlord’s consent only if the total cost is Twenty-Five Thousand Dollars ($25,000.00) or less and it will not affect in any way the structural, exterior, entry or roof elements of the Project or the Premises, or the mechanical, electrical, plumbing, utility or life safety systems of the Project, but Tenant shall give prior written notice of any such Alteration is performed Alterations to Landlord. All Alterations in order or to the Premises to which Landlord consents shall be made by Tenant at Tenant’s sole cost and expense as follows: (a) Tenant shall submit to Landlord, for Landlord’s prior written approval, complete plans and specifications for all work to be done by ▇▇▇▇▇▇. Such plans and specifications shall be prepared by responsible licensed architect(s) and engineer(s) approved in writing by Landlord, shall comply with any of Tenant's agreements with Franchisor all applicable codes, laws, ordinances, rules and such Alteration does regulations, shall not adversely affect the basic Building shell or any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) abovesystems, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant components or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component elements of the Building. Every Alteration , shall be made in accordance a form sufficient to secure the approval of all government authorities with all applicable lawsjurisdiction over the approval thereof, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request be otherwise satisfactory to Landlord for in Landlord's approval of an Alteration which requires Landlord's approval, ’s reasonable discretion. Landlord shall respond to ▇▇▇▇▇▇’s plans and specifications (xand to any resubmittal of plans) approve such Alteration proposed by Tenant within twenty-one ten (2110) business days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twentyLandlord’s receipt thereof; provided that ▇▇▇▇▇▇▇▇’s non-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed disapproval of the plans and specifications. Landlord may also require, as a condition to constitute Landlord's approval thereof. If Landlord does not disapprove its consent to any Alterations, that any architect retained by Tenant in connection with such proposal or modified proposal in writing with Alterations be certified as a detailed explanation Certified Access Specialist (CASp), and that following the completion of Landlord's objections such Alterations, such architect shall certify the Premises as meeting all applicable construction-related accessibility standards pursuant to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by TenantCalifornia Civil Code section 55.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during after the Term completion of the Building(s) and at its sole cost and expense to make additions, alterations and changes, structural or cause otherwise (any addition, alteration or change involving an estimated cost up to be made but not exceeding $750,000, reasonably adjusted for inflation every 5 Years in the same manner as the Base Rent is adjusted pursuant to Section 4.1 hereof, being called an “Alteration” and any Alteration addition, alteration, or change involving an estimated cost of more than $750,000 being hereinafter called a “Substantial Alteration”) in or to the Premises Premises, provided no Event of Default shall be continuing, subject, however, in all cases to the following: (ia) without No Substantial Alteration shall be commenced except after twenty (20) days prior written notice to Landlord's consent. (b) No Alteration or Substantial Alteration shall be undertaken until Tenant shall have procured and paid for, if such Alteration is performed in order so far as the same may be required from time to comply with any of Tenant's agreements with Franchisor time, all permits and such Alteration does not adversely affect any structural component of the Building authorizations from all municipal departments and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent governmental sub-divisions having jurisdiction. Landlord shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example onlyjoin, but without limitationexpense to Landlord, in the application for such permits or authorizations whenever such action is necessary. (c) Any Substantial Alteration (other than alterations affecting the plumbing, heating, electrical and other Building utilities) shall be conducted under the supervision of an architect or engineer selected by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements)Tenant, except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every and no such Substantial Alteration shall be made made, except in accordance with detailed plans and specifications and cost estimates prepared and approved in writing by such architect or engineer and reasonably approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. In addition to the items mentioned in the preceding sentence, Tenant shall also provide to Landlord evidence reasonably satisfactory to Landlord as to the funds available to Tenant to complete such Substantial Alteration. (d) Any Alterations or Substantial Alterations shall be made with reasonable dispatch (Unavoidable Delays excepted) and in a good and workmanlike manner and in compliance in all material respects with all applicable laws, legal requirements permits and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval authorizations and buildings and zoning laws and with all other Legal Requirements of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by TenantGovernmental Authority.

Alterations. For purposes of this LeaseAfter the Commencement Date, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to not make or cause to be made permit any Alteration in Alterations in, on or to about the Premises Premises, except for nonstructural Alterations not exceeding Twenty-Five Thousand and no/100ths Dollars (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii$25,000.00) in cost during any twelve (12) month period, without the case prior written consent of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does withheld, and according to plans and specifications reasonably approved in writing by Landlord. Notwithstanding the foregoing, Tenant shall not, without the prior written consent of Landlord, make any (i) alterations to the exterior of the Building; (ii) alterations to and penetrations of the roof of the Building; or (iii) alterations visible from outside the Building to which Landlord may withhold Landlord's consent on wholly aesthetic grounds. All Alterations shall be installed at Tenant's sole expense, in compliance with all applicable laws and permit requirements by a licensed contractor, shall be done in a good and workmanlike manner conforming in quality and design with the Premises existing as of the Commencement Date, and shall not (A) diminish the value of either the Building or the Premises. All Alterations made by Tenant shall be and become the property of Landlord upon installation and shall not be deemed Tenant's Personal Property; provided, however, that Landlord may, at its option, require that Tenant, at Tenant's expense, remove any or all Alterations installed by Tenant and return the Premises (including, by way of example only, but without limitation, by diminishing the utility to their condition as of the Improvements for use as a restaurant or diminishing Commencement Date of this Lease, normal wear and tear excepted and subject to the useful life provisions of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted EncumbrancesParagraph 23. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval removes any Alterations as required or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time periodpermitted herein, Tenant may submit another proposal with modifications thereto made in response shall repair any and all damage to Landlord's objections the Premises caused by such removal and Landlord shall so approve or disapprove same within seven (7) days after submission return the Premises to their condition as of such modified proposalthe Commencement Date, normal wear and tear excepted and subject to the provisions of Paragraph 22. If Landlord does not approve or disapprove Notwithstanding any proposal or modified proposal in writing with a detailed explanation other provision of its objections within the applicable seven (1) or twenty-one (21) day periodthis Lease, Tenant may submit shall be solely responsible for the maintenance and repair of any Alterations made by it to Landlord a reminder notice, the Premises. The provisions of this Paragraph 12 shall not apply to the Tenant Improvements which shall state that Landlord's failure to disapprove be governed by the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal provisions set forth in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenant.Work Letter Agreement attached as EXHIBIT D.

Alterations. For purposes Subject to the requirements of this LeaseArticle IX below and any insurers providing insurance coverage thereto, Tenant may make, at its sole cost and expense, such alterations, improvements and additions of any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or kind to the Premises (icollectively referred to herein as the “Alterations”) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) as Tenant deems desirable in the case conduct of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld its business provided that such Alteration does Alterations: (a) do not (A) reduce, diminish or otherwise adversely affect the fair market value of the Premises (including, by way of example only, but without limitation, by diminishing the or utility of the Improvements for use as a restaurant Premises, or diminishing any part thereof; (b) do not reduce, diminish or otherwise adversely affect the useful life of the Improvements), except to a de minimis extentPremises, or any part thereof; and/or (Bc) adversely affect any structural component do not change the general character or use of the BuildingPremises or any part thereof. Every Alteration All alterations, improvements, expansions and additions to the Premises, or any part thereof, shall be made in accordance a good and workmanlike manner and in compliance with all applicable laws, legal ordinances, rules, regulations, codes and requirements and any recorded covenants, conditions or restrictions relating to the Permitted EncumbrancesPremises, or any part thereof. If All alterations, improvements, expansions and additions which are not movable trade fixtures shall be the property of Landlord and shall remain upon and be surrendered with the Premises. To the extent such Alterations involve changes to the structure or systems of the Premises, as reasonably determined by Tenant’s architect or engineer, Tenant shall submit a request furnish to Landlord Landlord, prior to the commencement of construction, the proposed plans and specifications for Landlord's approval of an Alteration which requires Landlord's ’s approval, which approval shall not be unreasonably withheld, conditioned or delayed, and upon completion of construction, “as-built” plans and specifications for such Alterations. Landlord shall provide Tenant with its objections, in writing, to Tenant’s proposed plans and specifications within fifteen (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (715) days after receipt of from Tenant. Tenant shall submit revised plans and specifications until such reminder notice shall be deemed to constitute Landlord's approval thereoftime as Landlord has approved Tenant’s proposed plans and specifications for such Alterations. If Landlord does not disapprove such proposal or modified proposal fails to object, in writing with a detailed explanation of Landlord's objections writing, to Tenant's modifications ’s proposed plans and specifications within seven fifteen (715) days after receipt of from Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations such proposed by Tenantplans and specifications.

Alterations. For purposes A. Tenant shall have the right to make any alterations of and additions to the Improvements (including alterations arising due to casualty or condemnation), provided in all cases that no Events of Default exist hereunder and such alterations shall (a) not reduce the gross square footage of the Improvements, (b) not adversely affect the structural or systemic soundness of the Improvements, (c) not adversely affect the fair market value of the Demised Premises, (d) be undertaken with due diligence in a good and workmanlike fashion consistent with the first class nature of the Demised Premises, (e) not violate any law, regulation, restriction or requirements of this Lease, and (f) shall, in the case of alterations, the estimated cost of which exceeds $1,000,000, be under the supervision of architects/engineers reasonably satisfactory to Landlord and any physical improvement additionmortgagee pursuant to plans and specifications reasonably approved by Landlord and any mortgagee. Tenant shall deliver to Landlord "as built" working drawings of any alteration within sixty (60) days of completion of construction thereof. B. The cost of any alteration shall be paid for by Tenant so that the Demised Premises and all portions thereof shall at all times be free of liens for labor and materials supplied to the Demised Premises. The work of any alteration shall be prosecuted with reasonable dispatch. Tenant shall obtain and maintain, enhancement or change at its sole cost and expense, during the performance of such work, worker's compensation insurance covering all persons employed in connection with the work and with respect to all which death or injury claims could be asserted against Landlord or Tenant or against the Demised Premises or any portion interest therein, together with comprehensive general liability insurance for the mutual benefit of Landlord and Tenant with limits of not less than Three Million Dollars ($3,000,000) in the event of injury to one person, Ten Million Dollars ($10,000,000) in respect to any one accident or occurrence, and Two Million Dollars ($2,000,000) for property damage, and "builder's risk" insurance on a completed value form or other comparable coverage on the work. All such insurance shall be in a company or companies authorized to do business in the state in which the Demised Premises are located and rated A-XIII by A.M. Best's insurance ratings or other comparable and nationally recognized rating entity, and all such policies of insurance shall be delivered to Landlord endorsed "Premium Paid" by the company or agency issuing the same prior to the start of any such construction. C. No change, alteration, restoration or new construction shall be in or connect the Improvements with any property, building or other improvement located outside the boundaries of the Land, nor shall the same obstruct or interfere with any existing easement. D. Tenant shall notify Landlord in writing 30 days prior to commencing any alterations, additions or improvements to the Demised Premises is referred to as an "Alteration." Tenant or Franchisor which have been approved by Landlord so that Landlord shall have the right at any time to record and from time post notices of nonresponsibility on the Demised Premises. E. All improvements and alterations made or installed by Tenant shall immediately, upon completion or installation thereof, become the property of Landlord without payment therefor by Landlord, and shall be surrendered to time during Landlord on the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component expiration of the Building and (ii) in the case term of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantthis Lease.

Alterations. For purposes of this Lease, Lessee shall not make any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or alterations to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component the prior written consent of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, City which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Buildingwithheld. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord City shall be deemed to have approved reasonably withheld or withdrawn consent unless each and every proposed alteration (i) shall not, individually or in the Alterations proposed aggregate, lessen the fair market value of the Premises or materially affect the usefulness of the Premises, either for Lessee’s business or the business of potential successor tenants, (ii) be accompanied by Tenantall final plans and specifications with any deviation therefrom constituting a separate alteration subject to this Section 10, (iii) be constructed by a California licensed contractor and under the direction of a California licensed architect satisfactory to the City, and (iv) once consented to by the City, shall be completed expeditiously in a good and workmanlike manner, with first class quality materials, and in compliance with all applicable legal and insurance requirements, (v) shall be constructed in strict compliance with the additional conditions set forth in Section 10.4 hereof, and (vi) shall become a “Lessee Improvement” and part of the Premises and subject to this Lease, provided, at the City’s option, Lessee shall remove any such alteration and restore the Premises to their condition prior to the making of same, normal wear and tear excepted, upon the expiration or earlier termination of the term hereof. The City shall exercise its option by 30 days’ notice given no later than 30 days after such expiration or termination and, if Lessee has not so removed and restored within 30 days after the City gives said notice, Lessee shall pay the City upon demand the reasonable rental value of the Premises during the period beginning with the date immediately following said 30 days after the City gives its notice and ending with the date upon which the removal and restoration is completed and the City may, but shall not be obligated to, remove such alteration and restore the Premises and ▇▇▇▇▇▇ also shall pay the City its cost of same upon demand.

Alterations. For purposes of this Lease, 4.1 The full free right and liberty on giving 7 days prior written notice to enter upon the Premises to build on or into any physical improvement addition, enhancement dividing boundary or change with respect party walls or fences upon the Premises subject to all damage thereby occasioned being made good with all convenient speed by the person or any portion persons exercising such right. 4.2 The full, free right and liberty to execute work and repairs and to make erections upon or to erect, rebuild or alter the Estate, the Building (exclusive of the Premises) and adjoining buildings and the erection of scaffolding notwithstanding that the execution of the said works and repairs may temporarily interfere with the occupation, use, amenity or enjoyment of the Premises is referred and subject to as an "Alterationany damage thereby occasioned made good at all convenient speed." Tenant or Franchisor shall have 4.3 The full, free right and liberty to the right Landlord at any time all reasonable times to enter upon the Premises to view the state and from time condition of and to time during repair and maintain the Term to make or cause Building and nearby premises if the works required to be made done upon same cannot otherwise be carried out in a reasonably practicable manner, acknowledging that the access of light and air enjoyed by the Premises or any Alteration in or part thereof may thereby be interfered with; and subject to any damage thereby occasioned to the Premises being made good at all convenient speed by the person exercising such rights. 4.4 To the Landlord and the Vendor the full, free right and liberty to build upon or under, alter or develop or use in any manner (iincluding the erection of scaffolding upon the Building) without Landlord's consentthe Estate excluding the Premises and to authorise any present or future owner or occupier of the Estate to demolish., build or rebuild, alter or develop the buildings thereon or use the same in any manner provided same does not materially affect the Tenant’s use and enjoyment of the Premises and business carried on therein. 4.5 The full, free right and liberty after due notice (if such Alteration is performed in order the Tenant shall fail to comply with any of the covenants on the Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component ’s part relating to the repair, maintenance, upkeep, or layout of the Building and (iiPremises) in to enter the case Premises for the purpose of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided carrying out such works as are necessary to ensure that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made covenants are complied with in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantfull.

Alterations. For purposes (a) Tenant shall not make any Alterations which would alter or affect the structure of this the Leased Premises or violate the terms of the Prime Lease, any physical improvement additionLegal Requirements, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) Insurance Requirements, if any, without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior ’s written consent, which consent Landlord agrees not to unreasonably withhold, condition or delay. Tenant may make any other Alterations without the prior written consent of the Landlord provided such Alterations comply with all of the provisions of Paragraph 12(b). (b) In the event that Landlord gives its prior written consent to any Alterations, or if such consent is not required, Tenant agrees that in connection with any Alteration: (i) the fair market value of the Leased Premises shall not be unreasonably withheld provided that lessened in any material respect after the completion of any such Alteration, or its structural integrity impaired; (ii) all such Alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements and the Prime Lease; (iii) all work done in connection with any such Alteration does not shall comply with all Insurance Requirements; (Aiv) diminish Tenant shall promptly pay all costs and expenses of any such Alteration, and shall (subject to the value provisions of Paragraph 19 hereof) discharge all liens filed against the Leased Premises arising out of the Premises same; (including, by way of example only, but without limitation, by diminishing the utility of the Improvements v) Tenant shall procure and pay for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or all permits and licenses required in connection with any such Alteration; and (Bvi) adversely affect any structural component of the Building. Every Alteration all such Alterations shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval property of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed subject to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantthis Lease.

Alterations. For purposes Construction by Tenant of Alterations shall be governed by the following: A. Except as set forth below, Tenant shall not construct any Tenant Alterations or otherwise alter, improve, modify, or perform any work of improvement to the Premises without Landlord's prior written approval. However, Tenant shall be entitled, without Landlord's prior approval, to make Tenant Alterations (i) which do not affect the structural or exterior parts or water tight character of the Building, and (ii) the reasonably estimated cost of which, plus the original cost of any part of the Premises removed or materially altered in connection with such Tenant Alterations, together do not exceed the Permitted Tenant Alterations Limit per work of improvement. In the event Landlord's approval for any Tenant Alterations is required, Tenant shall not construct the Tenant Alterations until Landlord has approved in writing the plans and specifications therefor. Such Tenant Alterations shall be constructed substantially in compliance with such approved plans and specifications by a licensed contractor first approved by Landlord. All Tenant Alterations (whether Landlord's consent is required or not) shall be constructed by a licensed contractor in accordance with all Laws (including the ADA) using new materials of good quality. B. Tenant shall not commence construction of any Tenant Alterations until (i) all required governmental approvals and permits have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant has given Landlord at least five days' prior written notice of its intention to commence such construction, and (iv) if requested by Landlord, Tenant has obtained contingent liability and broad form builders' risk insurance in an amount reasonably satisfactory to Landlord if there are any perils relating to the proposed construction not covered by insurance carried pursuant to the Lease. C. All Tenant Alterations shall remain the property of Tenant during the Lease Term but shall not be altered or removed from the Premises except with Landlord's advance written permission. At the expiration or sooner termination of the Lease Term, any physical improvement additionall Tenant Alterations shall be surrendered to Landlord as part of the realty and shall then become Landlord's property, enhancement or change with respect and Landlord shall have no obligation to reimburse Tenant for all or any portion of the Premises is referred value or cost thereof; provided, however, that if Landlord requires Tenant to as an "Alteration." remove any Tenant or Franchisor Alterations, Tenant shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or so remove such Tenant Alterations prior to the Premises expiration or sooner termination of the Lease Term. Notwithstanding the foregoing, Tenant shall not be obligated to remove any Tenant Alterations with respect to which the following is true: (i) without Landlord's consentTenant was required, if such Alteration is performed in order or elected, to comply with any obtain the approval of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component Landlord to the installation of the Building and Leasehold Improvement in question; (ii) in at the case of any Alteration other than those permitted under clause (i) above, with time Tenant requested Landlord's prior consentapproval, which consent shall Tenant requested of Landlord in writing that Landlord inform Tenant of whether or not be unreasonably withheld provided that Landlord would require Tenant to remove such Alteration does not (A) diminish Leasehold Improvement at the value expiration of the Premises Lease Term; and (includingiii) at the time Landlord granted its approval, by way of example only, but without limitation, by diminishing it did not inform Tenant that it would require Tenant to remove such Leasehold Improvement at the utility expiration of the Improvements for use as a restaurant or diminishing Lease Term. D. Landlord's consent to the useful life construction of the Improvements), except Tenant Alterations may be withheld in Landlord's sole discretion. Landlord's consent to a de minimis extent, or (B) adversely affect any structural component construction of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements Tenant Alterations and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires plans and specifications for Tenant Alterations shall not create any responsibility or liability on Landlord's approvalpart in regard to the completeness, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval competency, design sufficiency, or (y) disapprove Tenant's proposal in writing compliance with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission Law of such modified proposal. If Landlord does not approve Tenant Alterations or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantplans and specifications therefor.

Alterations. For purposes of this Lease, any physical 9.1 The initial improvement addition, enhancement or change with respect to all or any portion of the Premises under this Lease (i.e., “Landlord’s Work,” as defined in Exhibit B) shall be accomplished by Landlord or its designated contractor(s) in accordance with Exhibit B. Landlord shall deliver the Premises and Tenant shall accept the Premises in its “as is” condition as of the Lease Commencement Date, provided that Landlord shall deliver the Premises (i) vacant, in broom clean condition, and free of prior tenants and furniture, fixtures, equipment and personal belongings of a prior tenant, and (ii) with Landlord’s Work substantially complete and (collectively, the “Delivery Condition”). It is referred understood and agreed that the preceding sentence is not intended to as an "Alteration." Tenant waive or Franchisor shall have limit Landlord’s obligation to deliver the right at any time and from time to time during Premises in compliance with all applicable Laws (including the Term ADA). Landlord is under no obligation to make or cause to be made any Alteration Alterations in or to the Premises (i) or the Building except as may be otherwise expressly provided in this Lease, including Exhibit B to this Lease. Upon Tenant’s written request, Landlord shall use commercially reasonable to enforce any warranties or guaranties obtained in connection with Landlord’s Work. 9.2 Tenant shall not make or permit anyone to make any Alterations in or to the Premises or the Building without the prior written consent of Landlord's consent, if such Alteration is performed which consent may be withheld or granted in order Landlord’s sole and absolute discretion with respect to comply with Structural and System Alterations and any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component Alterations which are visible from the exterior of the Building Premises, and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided withheld, conditioned or delayed with respect to all other Alterations. Notwithstanding the foregoing, Tenant shall have the right to make Cosmetic Changes within the Premises without first obtaining the consent of Landlord. All Alterations made by Tenant shall be made: (a) in a good, workerlike, first class and prompt manner; (b) using new or comparable materials only; (c) by a contractor reasonably approved in writing by Landlord; (d) on days and at times reasonably approved in writing by Landlord; (e) if architectural and/or engineering plans are required for such Alterations, under the supervision of an architect reasonably approved in writing by Landlord; (f) in accordance with plans and specifications reasonably acceptable to Landlord, approved in writing at Landlord’s standard charge; (g) in accordance with all Laws, this Lease, and Landlord’s then-current construction rules and regulations; (h) after Tenant and its contractors have complied with the insurance requirements set forth in this Lease, and any additional insurance to be obtained by Tenant’s contractors and subcontractors as reasonably required by Landlord; and (i) upon request, after Tenant has delivered to Landlord documentation reasonably satisfactory to Landlord evidencing Tenant’s financial ability to complete the Alterations in accordance with the provisions of this Lease (including, at Landlord’s reasonable request, a payment or performance bond). If any lien (or a petition to establish such lien) is filed in connection with any Alteration made by or on behalf of Tenant, such lien (or petition) shall be discharged by Tenant within ten (10) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a bond reasonably acceptable to Landlord. If Landlord gives its consent to the making of any Alteration, such consent shall not be deemed to be an agreement or consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith. Tenant acknowledges that any Alterations are accomplished for Tenant’s account and at Tenant’s sole cost and expense, Landlord having no obligation or responsibility in respect thereof. Landlord’s approval of any plans and drawings (and changes thereto) regarding any Alterations or any contractor or subcontractor performing such Alterations shall not constitute Landlord’s representation that such Alteration does not (A) diminish approved plans, drawings, changes or Alterations comply with Laws. Any deficiency in design or construction, although same had prior approval of Landlord, shall be solely the value responsibility of Tenant. All Alterations involving structural, electrical, mechanical or plumbing work, the heating, ventilation and air conditioning system of the Premises (includingor the Building, by way of example onlyfire and life safety systems, but without limitation, by diminishing the utility roof of the Improvements for use as a restaurant Building, or diminishing the useful life any areas outside of the ImprovementsPremises shall, at Landlord’s election, be performed by Landlord’s designated contractor or subcontractor at Tenant’s expense (provided the cost therefor is competitive). In connection with any Alteration, except Landlord shall be paid a construction supervision fee in an amount equal to a de minimis extentthree percent (3%) of the total cost of such Alteration. Promptly after the completion of an Alteration for which architectural and/or engineering plans were required, or which includes Cabling, Tenant at its expense shall deliver to Landlord three (B3) adversely affect sets of accurate as built (or record) drawings and CAD drawings showing such Alteration in place. In addition, on Landlord’s request, Tenant shall certify the names of all contractors and subcontractors who did work on the Alterations and shall provide final lien waives from all such contractors and subcontractors and any structural component other documentation customarily provided in the State in which the Building is located to extinguish liens. All contractors and subcontractors shall be required to procure and maintain insurance against such risks, in such amounts, and with such companies as Landlord may reasonably require. Certificates of such insurance, with evidence of the payment of premiums therefor, must be received by Landlord before any work is commenced. All contracts between Tenant and a contractor must explicitly require the contractor to (a) name Landlord and the Landlord Insured Parties as additional insureds and (b) indemnify and hold harmless Landlord and the Landlord Insured Parties. Notwithstanding anything contained in this Lease to the contrary, the performance of any Alterations pursuant to the provisions of this Article IX or of any other provisions of this Lease or the Exhibits hereto shall not be done in a manner which would violate any union contracts affecting the Building, or by which Landlord is bound, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building. Every Tenant shall immediately stop the performance of any Alterations or other activity if Landlord notifies Tenant that continuing such Alteration or activity would violate any union contracts affecting the Building, or by which Landlord is bound, or create any work stoppage, picketing, labor disruption, disharmony or dispute or any interference with the business of Landlord or any tenant or occupant of the Building. 9.3 If any Alterations that require Landlord’s consent are made without the prior written consent of Landlord, then Landlord shall have the right, at Tenant’s expense, to remove such Alterations and restore the Premises and the Building to their condition prior to the commencement of the unauthorized Alterations. All Alterations to the Premises or the Building made by either party shall immediately become the property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof at the expiration or earlier termination of the Lease Term; provided, however, that (a) subject to any applicable Landlord’s lien thereon, Tenant shall remove from the Premises, prior to the expiration or earlier termination of the Lease Term, (i) all personal property of Tenant, including without limitation movable furniture, furnishings and equipment installed in the Premises solely at the expense of Tenant (“Personal Property”), and (ii) all Cabling installed by or for Tenant anywhere in the Building, and (b) Tenant shall remove at its expense all Alterations and other items in the Premises or the Building which Landlord designates in writing for removal. Landlord shall make such designation promptly after receipt of a written request for such determination by Tenant given with Tenant’s request for Landlord’s approval of such Alteration. Notwithstanding the foregoing, Tenant shall not be required to remove: (x) Alterations (other than Cabling) consisting of standard buildout items that are typically installed by similar tenants in multi tenanted, multi-story, first class office buildings (such as partitions, but not interior staircases, for example), unless so indicated by Landlord at the time required above; and (y) any initial Alteration made by Landlord in initially finishing and completing the Premises in accordance with Exhibit B (i.e., Landlord’s Work). If such removal causes damage or injury to the Premises or the Building, then Landlord shall have the right, at Tenant’s expense, to repair all applicable lawsdamage and injury to the Premises or the Building caused by such removal as aforesaid. Tenant expressly agrees that if any of Tenant’s Personal Property is not removed by Tenant prior to the earlier of (i) the expiration (or earlier termination) of the Lease Term or (ii) the termination of Tenant’s right of possession of the Premises, legal requirements and the Permitted Encumbrancessame shall, at Landlord’s option, be deemed abandoned or become the property of Landlord surrendered with the Premises as a part thereof; provided, however, that Landlord shall have the right at Tenant’s expense to remove from the Premises any or all such items or to require Tenant to do the same, except as otherwise provided in this Section. If Tenant shall submit a request fails to return the Premises to Landlord for Landlord's approval of an Alteration which requires Landlord's approvalas required by this Section, Landlord then Tenant shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response pay to Landlord's objections and , all costs (including a construction management fee) incurred by Landlord shall so approve or disapprove same within seven (7) days after submission of in effectuating such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantreturn.

Alterations. For purposes of this LeaseExcept as provided in the immediately preceding subparagraph, any physical improvement addition, enhancement Tenant shall make no structural or change with respect to all material alterations or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or additions to the Premises (i"Alterations") without Landlord's consent, if such Alteration is performed or Alterations having a cost in order to comply with any excess of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and sixty thousand dollars (ii$60,000.00) in any one instance without the case prior written consent of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be withheld, delayed or conditioned, and then only by contractors or mechanics approved by Landlord in writing (which approval shall not be unreasonably withheld provided withheld, delayed or conditioned) and upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and submitted by Tenant, at its sole cost and expense. Notwithstanding anything to the contrary contained herein, Tenant shall not be required to deliver plans and specifications to Landlord for non-structural alterations (i.e. alterations that such Alteration does do not (A) diminish affect the value Building's structure or the Building's systems. Tenant shall, at its sole cost and expense, obtain all necessary approvals and permits pertaining to any Alterations approved by Landlord. Tenant hereby indemnifies, defends and agrees to hold Landlord free and harmless from all liens and claims of lien, and all other liability, claims and demands arising out of any work done or material supplied to the Premises (includingby or at the request of Tenant in connection with any Alterations. If permitted Alterations are made, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration they shall be made in accordance with all applicable lawsat Tenant's sole cost and expense and shall be and become the property of Landlord, legal requirements except that specialty Alterations may be removed by Tenant at the end of the Term (and the Permitted Encumbrances. If Tenant shall submit a request repair any damages to the Premises caused by such removal) provided, however, that Landlord for Landlord's approval of an Alteration which requires Landlord's approvalmay inform Tenant, Landlord shall (x) approve such Alteration proposed if requested by Tenant within twenty-one (21) days at the time of receiving the making of such Alteration, that Landlord will require Tenant, at Tenant's proposal expense, to remove any specialty Alteration at the end of the Term and request for approval to repair any damages to the Premises caused by such removal. Any and all costs attributable to or related to the applicable building codes of the city in which the Building is located (yor any other authority having jurisdiction over the Building) disapprove arising from Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice improvements shall be deemed paid by Tenant at its sole cost and expense. With regard to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal repairs, Alterations or modified proposal in writing with a detailed explanation of Landlord's objections any other work arising from or related to Tenant's modifications within seven (7) days after receipt of Tenant's reminder noticethis Article 5, Landlord shall be deemed entitled to have approved receive an administrative/supervision fee up to a maximum of five percent (5%), only in cases where Tenant orders the Alterations proposed work directly from Landlord, in addition to a sum sufficient to compensate Landlord for all third party out-of-pocket costs of Landlord. The construction of initial improvements to the Premises shall be governed by the terms of the Tenant work letter, attached hereto as Exhibit C, and not the terms of this Article 5. Landlord shall not be due any review or management fee in connection with the construction of Tenant's Work or Tenant's move-in.

Alterations. For purposes Except for the initial Tenant Improvements and Non-Material Alterations (as defined below), Tenant shall not make alterations in or to the Leased Premises unless and until Landlord has approved the plans therefor and the general contractor that will be engaged by Tenant to perform such alterations. Landlord shall notify Tenant of its approval or disapproval of Tenant’s alterations within ten (10) business days after notice from Tenant specifying the proposed alteration and delivery of plans and specifications detailing same. Landlord shall not unreasonably withhold, delay, or condition approval for any alterations, additions, or improvements in or to the Leased Premises or Building. As a condition of such approval (and at the time of such approval), Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at Landlord’s option become a part of the realty and the property of Landlord at the expiration or earlier termination of this Lease, any physical improvement additionand shall not be removed by Tenant. For purposes of clarification, enhancement or change with respect Tenant will not be required to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises remove (i) without Landlord's consentthe initial Tenant Improvements, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, alterations for which consent shall Landlord did not be unreasonably withheld provided that such Alteration does not (A) diminish the value notify Tenant of the Premises removal requirement at the time of Landlord’s approval, and (including, by way iii) any Alterations for which Landlord gives a removal notice less than thirty (30) days before the termination of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Buildingthis Lease. Every Alteration Tenant shall ensure that all alterations shall be made in accordance with all applicable lawsApplicable Laws in a good and workmanlike manner and of quality equal to or better than the original construction of the Building; provided Landlord’s approval of such plans shall not be deemed a representation by Landlord that same comply with Applicable Laws. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, legal requirements and nothing in this Lease shall be construed to constitute Landlord’s consent to the Permitted Encumbrancescreation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or materials claimed to have been furnished to Tenant, Tenant shall submit a request cause such lien to Landlord for Landlord's approval be discharged of an Alteration which requires Landlord's approval, Landlord shall record or bonded against within thirty (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (730) days after submission of such modified proposalfiling. If Tenant shall indemnify Landlord does from all costs, losses, expenses and attorneys’ fees in connection with any construction or alteration and any related lien. Notwithstanding the foregoing, Tenant shall be required to give prior written notice to Landlord, but Tenant shall not approve be required to obtain Landlord’s consent, for alterations to the Leased Premises totaling less than $250,000.00 individually or disapprove $750,000.00 in the aggregate over any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one four (2124) day month period, provided such alterations (i) are non- structural in nature, (ii) do not materially affect any of the Building systems (including, without limitation, the heating and air conditioning and plumbing systems), and (iii) do not affect the exterior or aesthetics of the Building (the foregoing being “Non-Material Alterations”). Tenant may submit shall not be required to obtain Landlord’s prior approval, to use a specific contractor, or to furnish performance bonds or completion guaranties for Non-Material Alterations; provided, Landlord a reminder noticereserves the right to require that Tenant remove any Non-Material Alterations upon the expiration or earlier termination of this Lease and restore any resulting damage to the Building, which shall state that Landlord's failure upon written notice to disapprove the applicable proposal within seven Tenant at least one hundred eighty (7180) days after receipt prior to the end of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by TenantLease Term.

Alterations. For purposes Tenant will not make any alteration to the Premises or any part thereof without first obtaining Landlord’s written approval of such alteration. In the absence of an agreement to the contrary, any alterations and other improvements and any equipment, machinery, furniture, furnishings, and other property installed or located in the Premises or the Building by or on behalf of Landlord as defined hereinbelow) (a) immediately become the property of Landlord and (b) shall remain upon and be surrendered to Landlord with the Premises as a part thereof at the end of the Term; provided, however, that if Tenant is not in default under this Lease, Tenant shall have the right to remove, prior to the end of the Term, Tenant’s Personal Property, and provided, further, that if the Landlord should elect that any alterations be removed, at the end of the Term, Tenant shall cause the same to be removed at Tenant’s expense or reimburse Landlord for doing so. “Tenant’s Personal Property” shall mean all equipment, machinery, improvements, furniture, furnishings and/or other property now or hereafter installed or placed in or on the Premises by and at the sole expense of Tenant with respect to which Tenant has not been granted any credit or allowance by Landlord, and which (i) is not used, or was not procured for use, in connection with the operation, maintenance or protection of the Premises or the Building, (ii) is removable without damage to the Premises or the Building, and (iii) is not a replacement of any property of Landlord, whether such replacement is made at Tenant’s expense or otherwise. Notwithstanding any other provision of this Lease, Tenant’s Personal Property shall not include any physical improvement additionalterations, enhancement or change with respect to all or any portion of improvements or other property installed or placed in or on the Premises is referred to as an "Alteration." Tenant part of Landlord’s Work, whether or Franchisor shall have the right at not any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consentsuch alterations, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extentimprovements, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving other property were at Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenant’s expense.

Alterations. For purposes Except as set forth in Exhibit A, LESSEE shall not make structural alterations or additions of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or kind to the Premises (i) without Landlord's consentLeased Premises, if such Alteration is performed but may make nonstructural alterations provided ▇▇▇▇▇▇ consents thereto in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) advance in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consentwriting, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish said alterations are consistent in appearance and quality with the value rest of the Building and Property. However, ▇▇▇▇▇▇ shall not be obligated to approve any such alterations which would subject LESSOR to additional expense to readapt or prepare the Leased Premises (including, by way for re-leasing upon the termination of example only, but without limitation, by diminishing this Lease or which would increase the utility Operating Expenses or Real Estate Tax Expenses of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the BuildingProperty. Every Alteration All such allowed alterations shall be made at LESSEE's sole risk and expense, shall conform with LESSOR's construction specifications, shall be performed in accordance good and workmanlike manner, and shall comply with all applicable laws, legal requirements codes and the Permitted Encumbrancesregulations. If Tenant ▇▇▇▇▇▇ performs any services for LESSEE in connection with such alterations or otherwise, any just invoice will be considered additional rent and will be promptly paid. LESSEE shall submit a request not permit any mechanics' liens, or similar liens, to Landlord for Landlord's approval remain upon the Leased Premises in connection with work of an Alteration which requires Landlord's approval, Landlord any character performed at the direction of LESSEE and shall cause any such lien to be released or removed without cost to LESSOR within ten (x) approve such Alteration proposed by Tenant within twenty-one (2110) days of receiving Tenant's proposal written request by ▇▇▇▇▇▇. Any alterations or improvements shall become part of the real estate and request the property of LESSOR. LESSEE shall remove any alteration or addition made by it and restore the Leased Premises and other affected area(s), if any, to the same condition as they were in on the Lease Commencement Date upon the expiration or termination of this Lease if LESSOR so directs, unless prior written approval for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation the alterations was granted by ▇▇▇▇▇▇. Any alterations completed by LESSOR shall be `building standard" unless noted otherwise. LESSOR shall have the right at any time to change the arrangement and layout of its objections within twenty-one (21) days parking areas, stairs, walkways, common areas and other areas of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal the Property not contained within the twenty-one (21) day time periodLeased Premises, Tenant may submit another proposal with modifications thereto made in response to Landlordinstall, repair, replace, remove, use, maintain and relocate for service to the Leased Premises and to other parts of the Property, pipes, ducts, conduits, wires and appurtenant fixtures wherever located inside or outside of the Building and the Property, to change the boundaries of the lot upon which the Building is located, to construct additions to existing buildings on the Property, and to construct additional buildings and improvements on the Property, LESSOR hereby agreeing that any such alterations shall not unreasonably reduce LESSEE's objections and Landlord shall so approve access to the Leased Premises or disapprove same within seven (7) days after submission unreasonably inconvenience the operation of such modified proposal. If Landlord does not approve LESSEE's business on the Leased Premises or disapprove any proposal LESSEE's employees or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantinvitees.

Alterations. For purposes 17.1 Tenant may make non-structural, interior and/or exterior alterations, changes, additions, improvements, reconstructions or replacements of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises (“alterations”), other than those which would result in a diminution in the value of the Premises that do not exceed the Threshold Repair Amount in the aggregate. Unless required by applicable federal, state or local law or regulation, Tenant shall obtain the prior written consent of Landlord and Lender to any alteration (i) which would result in a diminution in the value of the Premises, (ii) the cost of which in the aggregate exceeds the Threshold Repair Amount or (iii) which is referred structural in nature, which consent to as an "Alteration." Tenant or Franchisor a structural alteration shall not be unreasonably withheld. Without limitation, in determining whether a structural alteration is “reasonable” for purposes of subsection (iii) of the preceding sentence, Landlord shall have the right to consider whether such alteration would impair the structural integrity of the Premises, would impair the fair market value of the Premises, or would otherwise adversely affect the overall marketability of the Premises, as determined in Landlord’s reasonable discretion. 17.2 Tenant shall do all such work in a good and workmanlike manner, at its own cost, and in accordance with Laws and Legal Requirements. Tenant shall discharge, within sixty (60) days after notice of the filing of the same (by payment or by filing the necessary bond, or otherwise), any time mechanics’, materialmen’s or other lien against the Premises and/or Landlord’s interest therein, which lien may arise out of any payment due for any labor, services, materials, supplies, or equipment furnished to or for Tenant in, upon, or about the Premises. 17.3 At Tenant’s sole cost and from time without liability to time during the Term Landlord, Landlord agrees to reasonably cooperate with Tenant (including signing applications upon Tenant’s written request) in obtaining any necessary permits, variances and consents for any alterations which Tenant is permitted or required to make hereunder; provided none of the foregoing shall, in any manner, result in a material reduction of access to or cause ingress to be made any Alteration or egress from the Premises, a diminution in or the value of the Premises, a change in zoning having a material adverse effect on the ability to use the Premises for the Healthcare Business by Tenant or otherwise have a material adverse effect on the ability to use the Premises for the Healthcare Business by Tenant. 17.4 Tenant agrees that in connection with any alteration: (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component the fair market value of the Building and Premises shall not be lessened by more than a de minimus extent after the completion of any such alteration, or its structural integrity impaired; (ii) all such alterations shall be performed in a good and workmanlike manner, and shall be expeditiously completed in compliance with all Legal Requirements; (iii) Tenant shall promptly pay all costs and expenses of any such alteration; (iv) Tenant shall procure and pay for all permits and licenses required in connection with any such alteration; and (v) all alterations shall be made (in the case of any Alteration other than those permitted alteration the estimated cost of which in any one instance exceeds the Threshold Repair Amount) under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value supervision of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant an architect or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made engineer and in accordance with all applicable laws, legal requirements plans and the Permitted Encumbrances. If Tenant specifications which shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal be submitted to Landlord and Landlord disapproves such proposal within Lender (for information purposes only) prior to the twenty-one (21) day time periodcommencement of the alterations. 17.5 All contracts and payments to contractors, Tenant may submit another proposal subcontractors, suppliers and other persons in connection with modifications thereto made in response to Landlord's objections and Landlord shall so approve any alteration, Restoration, repair or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within other work performed at the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice Premises shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal entered into, made and performed in writing compliance with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantall Laws and Legal Requirements.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." A. Tenant or Franchisor shall have the right at any time and from time to time during the Term to not make or cause to be made any Alteration alterations, additions, renovations, improvements or installations in or to the Leased Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's ’s prior consent, which such consent shall not be unreasonably withheld provided withheld, unless Landlord reasonably determines that such Alteration does not the proposed Alterations could (Ai) diminish affect the value exterior or common areas of the Premises Building or adversely affect the Building’s structure or safety; (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (Bii) adversely affect in any structural component respect the electrical, plumbing, fire/life/safety or mechanical (including HVAC) systems of the Building or the functioning thereof; (iii) be or become visible from the exterior of the Leased Premises or the Building; or (iv) interfere with the operation of the Building or the provision of services or utilities to other tenants in the Building. Tenant shall in no event make or permit to be made any alterations, modification, substitution or other change to the mechanical, electrical, plumbing, HVAC and sprinkler systems within or serving the Leased Premises. If Landlord consents to any such alterations, additions, renovations, improvements or installations by Tenant, Landlord shall have the right (but not the obligation) in its sole discretion to manage or supervise such work and Tenant shall pay to Landlord a reasonable fee to reimburse Landlord for overhead and administrative costs and expenses incurred in connection with the management or supervision of such work by Landlord. B. Notwithstanding anything contained in this Section 9.03, Tenant shall have the right to make Permitted Alterations (hereinafter defined) in the Leased Premises, without Landlord’s consent (but with twenty (20) days prior written notice (the “Permitted Alterations Notice”), which notice shall contain a description of the Permitted Alterations proposed to be undertaken by Tenant and state that such Alterations are Permitted Alterations). A Permitted Alteration shall mean any cosmetic Alterations in the Leased Premises that could not (i) affect the exterior or common areas of the Building or the structure or safety of the Building; (ii) affect the electrical, plumbing, fire/life/safety or mechanical systems of the Building or the functioning thereof; (iii) be or become visible from the exterior of the Leased Premises or Building; (iv) interfere with the operation of the Building or the provision of services or utilities to other tenants in the Building; (v) cost more than Twenty Thousand Dollars ($20,000.00) in any twelve (12) month period; and (vi) require a permit. Every Alteration In the event that, within ten (10) days after receiving the Permitted Alterations Notice, Landlord determines, in its reasonable discretion, that the proposed Alterations are not Permitted Alterations, and so notifies Tenant, Tenant shall be made apply for Landlord’s consent for such Alterations in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval provisions of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantthis Article IX.

Alterations. For purposes of this LeaseTenant shall make no alterations, any physical improvement additioninstallations, enhancement changes or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration additions in or to the Premises or the Project (icollectively, "Alterations") without Landlord's prior written consent, if which shall not be unreasonably withheld, conditioned or delayed; provided, however, (i) Landlord hereby consents to those Alterations listed on Exhibit "E" attached hereto and made a part hereof (so long as such Alteration is performed Alterations are otherwise completed in order to comply accordance with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building requirements set forth in this Lease), and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which written consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish required for Tenant's interior painting, and for any non-structural installation of fixtures, equipment, interior floors and floor coverings in the value Premises, all of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall which may otherwise be made completed in accordance with all applicable lawsthis Lease. Any Alterations approved by Landlord must be performed in accordance with the terms hereof, legal requirements using only contractors reasonably approved by Landlord in writing and upon the Permitted Encumbrancesreasonable approval by Landlord in writing of plans and specifications pertaining to the Alterations in question, to be prepared and submitted by Tenant at its sole cost and expense. If Tenant Landlord shall submit grant or deny consent to a request to Landlord for proposed Alteration within ten (10) business days after Landlord's approval receipt of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal plans and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposalspecifications therefor. If Landlord does not approve or disapprove any proposal or modified proposal fails to so respond in writing with a detailed explanation of its objections to Tenant within the applicable seven said ten (110) or twenty-one (21) business day period, Tenant may submit send a second written notice ("Alteration Notice") to Landlord a reminder notice, which shall state indicating that such Alteration Notice is being delivered by Tenant pursuant to this Section 9(d). Landlord's failure to disapprove the applicable proposal withhold its consent by written notice to Tenant within seven five (75) business days after Landlord's receipt of such reminder notice a properly delivered Alteration Notice shall be deemed to constitute Landlord's approval thereofconsent to such Alteration. If Tenant shall at its sole cost and expense obtain all necessary approvals and permits pertaining to any Alterations approved by Landlord. Tenant shall cause all Alterations to be performed in a good and workmanlike manner, in conformance with all applicable Laws and pursuant to a valid building permit. Landlord shall not be entitled to a construction management fee or review fee in connection with any Alterations. Notwithstanding anything to the contrary contained herein, Tenant may also make minor alterations to the Premises (the "Minor Alterations"), without Landlord's consent, provided that the cost of any such Minor Alteration does not disapprove exceed $75,000 in any one instance and more than $200,000 in the aggregate during the Term; and provided further that such proposal or modified proposal in writing with a detailed explanation Minor Alteration does not (i) require any structural modifications to the Premises, (ii) require any changes to, nor adversely affect, the Project Systems, and (iii) affect the exterior appearance of the Project. Notwithstanding the rights accorded to Tenant pursuant to the immediately preceding sentences, Tenant acknowledges and agrees that Landlord's objections permission for Tenant to Tenantcommence construction or Landlord's modifications within seven (7) days after receipt monitoring of Tenant's reminder noticesuch work shall in no way constitute any representation or warranty by Landlord as to the adequacy or sufficiency of such plans and specifications, the improvements to which they relate, the capabilities of such contractors or the compliance of any such work with any applicable Laws; instead, any such permission or monitoring shall merely be the consent of Landlord shall be deemed to have approved the Alterations proposed by Tenantas required hereunder.

Alterations. For purposes of this Lease(A) Tenant, any physical improvement additionupon at least ten (10) days written notice to Landlord, enhancement or change with respect to all or any portion of but without obtaining Landlord’s consent, may make Alterations which are purely decorative in nature such as painting, carpeting, wall covering, and the Premises is referred to as an "Alteration." like (such Alterations, hereinafter “Decorative Alterations”). Tenant or Franchisor shall have the right at any time and from time to time during the Term to not make or cause permit to be made any Alteration in or to the Premises (i) other Alterations without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's ’s prior written consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed, provided that such Alteration does (1) the outside appearance of the Building shall not be affected; (A2) diminish the value strength of the Building shall not be affected; (3) the structural parts of the Building shall not be affected; (4) except as otherwise expressly provided in this Lease, no part of the Building outside of the Premises shall be affected; and (including, by way of example only, but without limitation, by diminishing 5) the utility proper functioning of the Improvements for Building Systems shall not be affected and the use as of such systems by Tenant shall not be increased beyond Tenant’s allocable portion of reserve capacity thereof, if any. Reference is made to Schedule B hereto, which contains the Tenant Alteration Guidelines applicable to the Building, which is incorporated by reference in this Lease. To the extent of a restaurant or diminishing conflict between the useful life express provisions of this Lease and the provisions of the Improvements)Tenant Alteration Guidelines, except the provisions of this Lease shall control. Landlord reserves the right to a de minimis extentmake reasonable changes and additions to the Tenant Alteration Guidelines, provided however, that such changes or additions shall not conflict with the express provisions of this Lease. (B) adversely affect (1) Prior to making any Alterations, Tenant shall, at Tenant’s expense, (i) other than with respect to Decorative Alterations, submit to Landlord three (3) sets of final, stamped and detailed plans and specifications (including layout, architectural, electrical, mechanical and structural component drawings) that comply with all Laws for each proposed Alteration, and Tenant shall not commence any such Alteration without first obtaining Landlord’s approval of such plans and specifications, which approval shall not be unreasonably withheld, conditioned or delayed, (ii) at Tenant’s expense, obtain all permits, approvals and certificates required by any Government Authorities, and (iii) furnish to Landlord certificates evidencing worker’s compensation insurance (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors, in connection with such Alteration) and commercial general liability insurance (including premises operation, bodily injury, personal injury, death, independent contractors, products and completed operations, broad form contractual liability and broad form property damage coverages) in such form, with such companies, for such periods and in such amounts as Landlord may reasonably approve, and as otherwise specified in Schedule I annexed to this Lease, naming Landlord and its agents, any Lessor and any Mortgagee, as additional insureds. Within thirty (30) days after completion of such Alteration or as soon thereafter as is reasonably practicable, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alterations required by any Government Authority and shall furnish Landlord with copies thereof, together with the Building“as-built” plans and specifications (or final plans with field notations) for such Alterations, in AutoCad, Release 14 format, either on a 31/2” disk or CD Rom, or such other format as shall from time to time be reasonably designated by Landlord. Every Alteration All Alterations shall be made and performed substantially in accordance with the plans and specifications therefor as approved by Landlord, all applicable laws, legal requirements Laws and the Permitted EncumbrancesRules and Regulations. If Tenant All materials and equipment to be incorporated in the Premises as a result of any Alterations shall submit be new and no such materials or affixed equipment shall be subject to any lien, encumbrance, chattel mortgage, title retention or security agreement. In addition, except for Decorative Alterations, any Alteration for which the cost of labor and materials (as estimated by Landlord’s architect, engineer or contractor) is in excess of Seventy Five Thousand ($75,000.00) Dollars and for which plans are required to be filed with the New York City Department of Buildings, shall be performed only under the supervision of a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response licensed architect reasonably satisfactory to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenant.

Alterations. For purposes (a) Not to make any structural alterations to the Demised Premises or the Building. (b) Not to make any alterations or additions to the Landlord’s fixtures or to any of this the Conduits without obtaining the prior written consent of the Landlord (such consent not to be unreasonably withheld or delayed) PROVIDED THAT any proposed alterations to the plans and specifications submitted to the Landlord for approval (and, for the avoidance of doubt, the plans and specifications detailing the final package of works) must be provided to the Landlord in a format that can be incorporated into the Landlord’s that can be incorporated into the Landlord’s existing 3D BIM model of the Building in IFC and/or other native proprietary format provided always that the Landlord grants a licence to the Tenant for the Tenant to use such BIM model of the Building . (c) Not to make any alterations or additions or to carry out any works which would reduce the LEED rating for the Building and the Demised Premises without the prior written consent of the Landlord (not to be unreasonably withheld or delayed) and, notwithstanding anything herein contained, the Landlord shall be entitled to (and the Tenant acknowledges that it is entirely reasonable for the Landlord to) require that in the event of any alterations or additions or the carrying out of any works which reduce the LEED rating for the Demised Premises or the Building that prior to the expiration or determination of the Lease, the Tenant shall carry out reinstatement works as are necessary to achieve the LEED rating. For the avoidance of doubt, the Tenant acknowledges that it shall be reasonable for the Landlord to refuse its consent to works that would reduce the LEED rating for the Building and the Demised Premises. (d) Not to make any physical improvement addition, enhancement alterations or change with do or permit to be done to anything that would cause the Landlord’s insurance policy in respect of and covering the Building to all become void or voidable wholly or in part or do anything which would invalidate or prejudice in any portion way the rights of the insured under the said policy to claim fully under the said policy. In carrying out any works or making alterations or doing anything in the Demised Premises is referred or the Building to as an "Alteration." Tenant or Franchisor shall have comply with and observe and perform all of the right at any time requirements of the Landlord’s insurance policy and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component reasonable requirements of the Landlord and any requirements of the insurers relating to the said policy of insurance (including providing plans and specifications, co-operating with any inspections, appointing any professionals, providing any certifications or permitting any opening of work or any inspections) to ensure that the insurance cover for the Building and is not in any way prejudiced. (iie) in The Landlord may, as a condition of giving any such consent, require the case Tenant to enter into such covenants as the Landlord shall require (acting reasonably) regarding the execution of any Alteration other than those permitted under clause such works and the reinstatement of the Demised Premises at the expiry or sooner determination of the Term; (if) above, with Landlord's Not to make any alterations and additions of a non-structural nature to the Demised Premises without obtaining the prior consent, written consent of the Landlord which consent shall not be unreasonably withheld or delayed but which consent shall be subject to the Tenant discharging the reasonable vouched costs of the Landlord properly incurred in connection with the furnishing of their consent PROVIDED THAT the Tenant may, without the need for Landlord's prior written consent, install or procure internal non-structural partitions not requiring planning permission or a new or revised fire safety or disability access certificate including the installation of, rearranging of or the removal of internal demountable partitions and related works PROVIDED FURTHER THAT all such work shall not involve connections being made to any plant or equipment in the Building or any material alterations to any plant or equipment in the Building and such works do not breach the provisions of Clauses 4.18(b), 4.18(c), 4.18(d) and provided that such Alteration does not (A) diminish the value Tenant provides details thereof to the Landlord prior to carrying out same and removes same upon the expiration or determination of the Premises Term (includingunless notified in writing by the Landlord or agreed otherwise with the Landlord) AND PROVIDED FURTHER THAT such works shall not require any statutory consents (and in this regard the Tenant shall furnish a certificate of exemption if so requested by the Landlord). Where Landlord’s consent is required in relation to any alterations or additions, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration Tenant shall be made required to submit with its documents for approval, updated digital information regarding such alterations or additions compatible with the Landlord’s existing BIM model and in accordance with all applicable laws, legal requirements the Landlord’s Employers Information Requirements attached as Schedule 13 (“EIR”). The EIR are in compliance with the standards set out in BS1192 parts 1-4 and the Permitted Encumbrances. If Tenant shall submit a request require information to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall be delivered to BIM Level 2 (x) approve such Alteration proposed by Tenant within twentyas defined in PAS1192-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenant2).

Alterations. For purposes of this Lease, Pledgor shall obtain Lender’s prior written consent to any physical improvement addition, enhancement or change with respect alterations to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consentImprovements, which consent shall not be unreasonably withheld provided except with respect to alterations that such Alteration does not (A) diminish could reasonably be expected to have a material adverse effect on Pledgor’s or Mortgage Borrower’s financial condition, the value of the Premises (includingrelated Individual Property, by way of example onlythe Collateral or the Net Operating Income. Notwithstanding the foregoing, but without limitationLender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Pledgor’s or Mortgage Borrower’s financial condition, by diminishing the utility value of the Improvements for use as related Individual Property, the Collateral or the Net Operating Income, provided that such alterations are made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed in accordance with the terms hereof and the Mortgage Loan Agreement, (b) tenant improvement work performed pursuant to the terms and provisions of a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) Lease and not adversely affect affecting any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the Building. Every Alteration shall be made exterior of any building constituting a part of any Improvements, or (c) alterations performed in connection with the Restoration of the related Individual Property in accordance with all applicable laws, legal requirements the terms and provisions of this Agreement and the Permitted EncumbrancesMortgage Loan Agreement. If Tenant the total unpaid amounts with respect to alterations to the Improvements at the related Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) shall submit at any time exceed the Alteration Threshold for such Individual Property (the “Threshold Amount”), Pledgor shall promptly deliver or cause to be delivered to Lender as security for the payment of such amounts and as additional security for Pledgor’s obligations under the Loan Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a request rating reasonably acceptable to Landlord for Landlord's approval Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of an Alteration which requires Landlord's approvalitself, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days result in a downgrade, withdrawal or qualification of receiving Tenant's proposal and request for approval the initial, or, if higher, then current ratings assigned in connection with any Securitization, or (yD) disapprove Tenant's proposal a completion bond or letter of credit issued by a financial institution having a rating by S&P of not less than A-1+ if the term of such bond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is reasonably acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the initial, or, if higher, then current ratings assigned in connection with a detailed explanation any Securitization. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable Individual Property (other than such amounts to be paid or reimbursed by tenants under the Leases) over the Threshold Amount and applied from time to time at the option of Lender to pay for such alterations or to terminate any of the alterations and restore the related Individual Property to the extent necessary to prevent any material adverse effect on the value of the related Individual Property. Notwithstanding the foregoing, Pledgor shall be relieved of its objections within twenty-one (21) days obligation to deposit the security for certain alterations described above provided Mortgage Borrower is required to and does deliver such security to Mortgage Lender in accordance with the Mortgage Loan Documents and Lender received evidence acceptable to Lender of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission delivery of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantsecurity.

Alterations. For purposes of this LeaseNo alteration, any physical improvement addition, enhancement improvement, or other change in or to the Leased Premises (hereinafter an “Alteration”) shall be made by Tenant except under the following circumstances: (a) no Alteration shall be made without the prior written consent of Landlord to the specific Alteration, except usual nonstructural interior alterations that are wholly within the Leased Premises and that do not adversely affect any Building systems; (b) no Alteration shall be commenced until Tenant has first obtained and paid for all required permits and authorizations of all governmental authorities having jurisdiction; (c) any Alteration shall be made promptly and in a good and workmanlike manner and in compliance with respect all laws, ordinances, regulations, and requirements of all governmental authorities; (d) the cost of any such Alteration shall be paid in cash or its equivalent, so that the Leased Premises shall at all times be free of liens and claims for work, labor, or materials supplied or claimed to all have been supplied to the Leased Premises and, if Landlord at any time so requests, no Alteration shall commence or proceed unless Tenant gives evidence reasonably satisfactory to Landlord that such Alteration will be fully paid for upon completion; and (e) any portion Alteration shall immediately become and remain the property of the Premises is referred to as an "Alteration." Tenant or Franchisor Landlord. Landlord shall have the right at any time and from time its option to time during the Term require Tenant to make or cause to be made remove any Alteration in or and to restore the Leased Premises to the Premises (i) same condition as before the Alteration was made, so long as Landlord has expressly stated such removal requirement at the time of Landlord’s consent to the construction of such Alteration. Notwithstanding the foregoing, Landlord hereby states that all Tenant Improvements are permitted to remain in the Leased Premises, without Landlord's consent, if such Alteration is performed in order to comply with any removal obligation of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component , upon termination of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantthis lease.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement Except for aesthetic or change with respect to all or any portion cosmetic changes that are not readily visible from the exterior of the Premises is referred to as an "Alteration." Leased Premises, Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration not permit alterations in or to the Leased Premises (i) without unless and until Landlord has approved the plans therefor in writing. As a condition of such approval, Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Sublease, which Landlord will expressly state in writing when approving said plans; otherwise, all such alterations shall, at Landlord's consentoption, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component become a part of the Building realty and (ii) in the case property of any Alteration other than those permitted under clause (i) aboveLandlord, with Landlord's prior consent, which consent and shall not be unreasonably withheld provided removed by Tenant. Tenant shall ensure that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration all alterations shall be made in accordance with all applicable laws, legal requirements regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the Permitted Encumbrancesoriginal construction of the Building. If Tenant shall submit a request indemnify Landlord from all reasonable and documented costs, losses, expenses and reasonable attorneys' fees in connection with any construction or alteration for work performed by or on behalf of Tenant. Contractors and subcontractors authorized by Landlord to perform such alterations shall be subject to Landlord’s written consent, including any contingencies included therein. Prior to commencing any alterations performed by any contractor, Tenant or contractor shall: (a) obtain all permits, licenses, and approvals required for Tenant to perform such work; (b) deliver to Landlord: (i) copies of such permits, licenses, and approvals and (ii) evidence reasonably satisfactory to Landlord for Landlord's approval that Tenant and/or Tenant’s contractor has procured workers’ compensation, general liability, and personal and property damage insurance as Landlord may reasonably require; (c) cause any such work to be performed (i) in accordance with the plans approved by Landlord and (ii) in a good and workmanlike manner and in compliance with all applicable laws; (d) ensure that all contractors, subcontractors, laborers, and suppliers performing work or supplying materials are paid in full; and (e) during the performance of an Alteration which requires Landlord's approvalTenant’s work, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal observe and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation perform all of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantobligations under this Sublease.

Alterations. For purposes Tenant shall not make any alterations to the Premises, or the Property without Landlord's prior written consent unless such alterations are non-structural and have a total aggregate cost of less than $3,000.00 per occurrence. If Landlord gives its consent to such alterations, Landlord may post notices in accordance with the laws of the state in which the Premises are located. All alterations made by Tenant, whether or not subject to the approval of Landlord, shall be performed by Tenant and its contractors in a first class workmanlike manner and permits and inspections shall be obtained from all required governmental entities. Any alterations made shall remain on and be surrendered with the Premises upon expiration or termination of this Lease, any physical improvement additionexcept that Landlord may, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises within thirty (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (2130) days of receiving Tenant's proposal and request for approval before or thirty (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (730) days after submission expiration of the Term, elect to require Tenant to remove some or all of the alterations which Tenant may have made to the Premises, unless Landlord has previously agreed in writing that any one or more particular such modified proposalimprovements need not be removed at the end of the Term. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day periodso elects, Tenant may submit shall at its own cost restore the Premises to the condition designated by Landlord a reminder noticein its election, which shall state that Landlord's failure to disapprove before the applicable proposal last day of the Term or within seven thirty (730) days after receipt notice of such reminder notice shall be deemed to constitute Landlord's approval thereofits election is given, whichever is later. If Should Landlord does not disapprove such proposal or modified proposal consent in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt alteration of Tenant's reminder noticethe Premises, Tenant shall contract with a contractor approved by Landlord for the construction of such alterations, shall be deemed to have secure all appropriate governmental approvals and permits, and shall complete such alterations with due diligence in compliance with plans and specifications approved by Landlord. Tenant shall pay all costs for such construction and shall keep the Alterations proposed Premises free and clear of all mechanics' liens which may result from construction by Tenant.

Alterations. For purposes of this LeaseExcept as set forth on Exhibit “C” attached hereto, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to not without first obtaining Landlord’s written approval: (a) make or cause to be made any Alteration in alterations, additions, or improvements to the Leased Premises (icollectively, “Alterations”) (b) install or cause to be installed any fixtures, signs, floor coverings, interior or exterior lighting, plumbing fixtures, shades or awnings; or (c) make any other Alterations to the Leased Premises without first obtaining Landlord’s written approval. Tenant may, without Landlord's ’s consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does make interior non-structural Alterations which do not adversely affect any structural component the mechanical, electrical, plumbing or life safety systems of the Building so long as the cost of all such Alterations in a twelve (12) month period do not exceed $10,000. The foregoing notwithstanding, if the proposed Alterations are, in Landlord’s judgment, likely to affect the structure of the Building or the electrical, plumbing, life safety or HVAC systems or otherwise adversely impact the value of the Building, such consent may be withheld at the sole and (ii) in absolute discretion of Landlord; except for the case of any Alteration other than those permitted under clause (i) aboveforegoing, with Landlord's prior consent, which consent ’s approval shall not be unreasonably withheld provided that such Alteration does not (A) diminish withheld. Tenant shall present to Landlord plans and specifications for all Alterations at the value time approval is sought. In the event Landlord consents to the making of any Alterations to the Leased Premises (includingby Tenant, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration same shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving at Tenant's proposal ’s sole cost and request for approval expense. All such work shall be done only by contractors or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to mechanics approved by Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which approval shall state that Landlord's failure not be unreasonably withheld. All such work with respect to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice any Alterations shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal done lien free and in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenant.good and workmanlike manner and diligently

Alterations. For purposes of this LeaseTenant shall make no alterations, any physical improvement additionadditions or improvements (collectively and individually, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or “Alterations”) to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of including the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component roof of the Building) without the prior written consent of Landlord. Every Alteration shall be made in accordance with In all applicable lawscases, legal requirements and the Permitted Encumbrances. If Tenant shall submit a provide Landlord with written notice prior to performing any Alteration. Landlord’s consent may be granted or withheld by Landlord in its reasonable discretion. Landlord shall respond to Tenant’s request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall make Alterations within thirty (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (730) days after receipt of such reminder notice request, as long as the request includes reasonably detailed plans and specifications (as described below) and Landlord’s failure to object to any proposed Alterations within such time period shall be deemed to constitute approval of such Alterations. Tenant shall obtain all required permits for the Alterations and shall perform the Alterations in compliance with all Applicable Law. Any request for Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal ’s consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. All Alterations affixed to the Premises (excluding trade fixtures) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term, unless Landlord notifies Tenant that such Alterations must be removed by written notice delivered to Tenant at the time that Landlord approves of such Alterations or, in the event Landlord’s approval of such Alterations is not required hereunder, within thirty (30) days following the date on which Tenant provides Landlord with written notice of such Alterations. Landlord shall oversee all Alterations performed pursuant to this Section 7.3 by either Tenant or the Services Company, and Tenant shall pay Landlord as compensation for its efforts a detailed explanation non-refundable management fee in the amount of Landlord's objections to Tenant's modifications within seven fifteen percent (715%) of the cost and expense incurred by Tenant and/or Services Company in connection with such Alterations no later than ten (10) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantwritten demand thereof.

Alterations. For purposes of this Lease(a) Tenant shall not make, or permit to be made, any physical improvement additionalterations, enhancement additions or change with respect improvements (“Alterations”) to all the Premises, or any portion part thereof, without the prior written consent of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided withheld. Normal repair and maintenance work, including painting and re-carpeting, shall not be deemed to be an Alteration to the Premises. Any Alterations to the Premises shall be at Tenant’s sole cost and expense, in compliance with all Applicable Laws, and in accordance with plans and specifications submitted in writing to Landlord and approved in writing. Tenant agrees not to proceed to make any Alterations, notwithstanding consent from Landlord to do so, until ten (10) days after Tenant’s receipt of such written consent. (b) All Alterations, including, but not limited to, heating, lighting, electrical, air conditioning, fire extinguishers, lighting fixtures, ballasts, light globes, and tubes, hot water heaters, fixed partitioning, drapery, wall covering and paneling, built-in cabinet work and carpeting installations made by Tenant, together with all property that such Alteration does not (A) diminish the value has become an integral part of the Premises (includingBuilding, by way shall at once be and become the property of example onlyLandlord, and shall not be deemed trade fixtures, but without limitationare subject to removal as provided herein. (c) Tenant shall not be required to remove the Tenant Improvements from the Premises at the expiration or sooner termination of this Lease, by diminishing nor shall Tenant shall be required to remove any Alterations from the utility Premises at the expiration or sooner termination of this Lease unless, with respect to any such Alterations, (i) Landlord notified Tenant in writing at the time of Landlord’s consent to any such Alterations that Tenant would be required to remove such Alterations from the Premises at the expiration of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extentTerm, or (Bii) adversely affect any structural component of Tenant made such Alterations to the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Premises without Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve ’s prior written consent where such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantconsent is required.

Alterations. For purposes of this LeaseExcept for non-structural Alterations that (i) do not exceed $40,000 in the aggregate, any physical improvement addition, enhancement or change with respect to all or any portion (ii) are not visible from the exterior of the Premises is referred to as an "Alteration." Premises, (iii) do not affect any Building System or the structural strength of the Building, (iv) do not require irreparable penetrations into the floor, ceiling or walls, (v) do not require work within the walls, below the floor or above the ceiling, (vi) do not require a permit and (vii) do not require a roof penetration, Tenant or Franchisor shall have the right at any time and from time to time during the Term to not make or cause to be made permit any Alteration Alterations in or to the Premises (i) without first obtaining Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior ’s consent, which consent shall not be unreasonably withheld withheld, conditioned or delayed. With respect to any Alterations made by or on behalf of Tenant (whether or not the Alteration requires Landlord’s consent): (i) not less than 10 days prior to commencing any Alteration, Tenant shall deliver to Landlord the plans, specifications and necessary permits for the Alteration, together with certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage naming Landlord and any other associated or affiliated entity as their interests may appear as additional insureds, (ii) Tenant shall obtain Landlord’s prior written approval of any contractor or subcontractor, (iii) the Alteration shall be constructed with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specifications delivered to, and, if required above, approved by Landlord, and (iv) Tenant shall reimburse to Landlord all costs and expenses incurred in connection with Landlord’s review of Tenant’s plans and specifications, and of any supervision or inspection of the construction Landlord deems necessary. Upon Landlord’s request Tenant shall, prior to commencing any Alteration, provide Landlord reasonable security against liens arising out of such construction, it being agreed that no additional security is required for Tenant’s Initial Alterations described below. Any Alteration by or on behalf of Tenant shall be the property of Tenant until the expiration or termination of this Lease; at that time without payment by Landlord the Alteration shall, at Landlord’s option, either remain on the Premises and become the property of Landlord or be removed by Tenant, in which event Tenant will repair any resulting damage and will restore the Premises to the condition existing prior to Tenant’s Alteration. At Tenant’s request prior to any Alterations being performed by, for, or on behalf of, Tenant, Landlord will notify Tenant in writing whether Tenant is required to remove the specific Alteration(s) at the expiration or termination of this Lease. Tenant may install its trade fixtures, furniture and equipment in the Premises, provided that such Alteration does the installation and removal of them will not (A) diminish the value affect any structural portion of the Premises, any Building System or any other equipment or facilities serving the Building or any occupant. Notwithstanding any provision of this Lease to the contrary, Tenant shall not make or cause to be made any roof penetration on the Premises which would affect the roof warranty, and Tenant shall not make or cause to be made any roof penetration without use of Landlord’s designated roof contractor. Notwithstanding the foregoing, Landlord approves Tenant’s plans of initial alterations, as depicted on the floor plan attached hereto as Exhibit F (the “Initial Alterations”) and Tenant’s use of Iron Construction as the general contractor; provided, however, Tenant shall obtain and comply with all permits and approvals necessary for the Initial Alterations and Tenant shall construct the Initial Alterations substantially in compliance with the plans attached hereto as Exhibit F. Tenant’s Initial Alterations shall be performed pursuant to this Section 12. Landlord also approves Tenant’s intention to convert the unfinished warehouse/storage area located in the Building to improved office space, at a later date during the Term, if at all; provided, however, (i) Tenant shall be required to obtain Landlord’s prior written consent to plans for such conversion, which consent shall not be unreasonably withheld, conditioned or delayed, (ii) Tenant shall obtain and comply with all permits and approvals necessary for such conversion, and (iii) Tenant shall make the conversion in compliance with the plans therefor converting the warehouse space into office space with similar characteristics as the existing office space, with such plans reasonably approved by Landlord (the “Warehouse Conversion”). Upon the delivery of (i) evidence of the completion of the Warehouse Conversion evidenced by proof of the final inspection and approval of the Warehouse Conversion by the appropriate governmental agency of the City of Sunnyvale, California and (ii) delivery of final lien waivers from all contractors and suppliers of materials for the Warehouse Conversion, Landlord shall, within thirty (30) days of receipt thereof, deliver to Tenant one hundred thousand dollars ($100,000.00) (the “Allowance”) to reimburse Tenant for its third party out-of-pocket costs (including, by way of example only, but without limitation, governmental permit fees) incurred for the Warehouse Conversion. Any and all costs incurred by diminishing the utility Tenant in excess of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted EncumbrancesAllowance are ▇▇▇▇▇▇’s obligation. If Tenant shall submit a request Landlord fails to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by deliver the Allowance to Tenant within twenty-one thirty (2130) days of receiving Tenant's proposal ’s separate written demand therefore, along with the foregoing required documentation, and request for approval provided Landlord has not notified Tenant of any objection to the Allowance submittal invoices or (y) disapprove the foregoing required documentation or dispute relating thereto, then Tenant shall have the right to offset such unpaid amount against Tenant's proposal ’s obligation to pay Rent until the Allowance is exhausted in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantfull.

Alterations. For purposes (a) Tenant shall perform any Alterations within the Building only in accordance with, and subject to, this Article and the other applicable provisions of this Lease. (b) No Alterations of any nature, any physical improvement addition, enhancement or change with respect to all including Structural Alteration or any portion Alterations outside the Premises or to the exterior of the Premises is referred to Premises, shall be made by Tenant without Landlord’s prior written consent in each instance, except as an "Alterationotherwise expressly permitted in this Article." (c) With Landlord’s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed, Tenant or Franchisor shall have the right at any time and may, from time to time during the Term to Lease Term, at its sole expense, make or cause to Structural Alterations, Nonstructural Alterations and any non-Permitted Structural Alterations. (d) Landlord’s consent shall not be made required for any Alteration in or to the Premises Decorative Alterations and Permitted Nonstructural Alterations, provided that (i) without Landlord's consent, if such Alteration is same are performed in order to comply with any accordance with, and subject to, this Article and all other applicable provisions of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building this Lease, and (ii) prior to commencing any such Decorative Alteration or Permitted Nonstructural Alteration, Tenant gives to Landlord a notice of Tenant’s intention to perform such Decorative Alteration(s) or Permitted Nonstructural Alteration(s), which notice, to be effective, shall be accompanied by a reasonably detailed description of the Decorative Alteration(s) or Permitted Nonstructural Alteration(s) that Tenant intends to perform, the estimated commencement date and completion date of such Decorative Alterations(s) or Permitted Nonstructural Alteration(s), and the estimated cost thereof. (e) Any Alterations made by Tenant shall be made (a) in a good, workmanlike, first-class and prompt manner; (b) using new materials only; (c) to the extent Landlord’s consent is required under this Article IX, by a contractor, on days, at times and under the supervision of an architect (if applicable) approved in writing by Landlord (in each case, not reasonably withheld, conditioned or delayed); (d) to the extent Landlord’s consent is required under this Article IX, in accordance with plans and specifications (if applicable) prepared by an engineer or architect reasonably acceptable to Landlord (if an engineer, architect and/or plans and specifications are applicable to such Alterations), which plans and specifications shall be approved in writing by Landlord at Landlord’s standard reasonable charge, (e) in accordance with all Requirements, (f) after obtaining builder’s risk insurance set forth in Section 13.2(b), and (g) in the case of any Alteration other than those permitted under clause exceeding the Alteration Threshold, after Tenant has delivered to Landlord documentation reasonably satisfactory to Landlord evidencing Tenant’s financial ability to complete the Alteration in accordance with the provisions of this Lease. Alterations that require Landlord’s consent shall be made by Tenant in accordance with plans and specifications prepared by an engineer or architect reasonably acceptable to Landlord (i) above, with Landlord's prior consentas applicable), which plans and specifications shall be approved in writing by Landlord in accordance with the standard for approval for such Alterations provided above in this Section 9.1. Notwithstanding the foregoing, for any Alterations involving tie-ins to the Building fire and life safety equipment or systems, Tenant may only use contractors and subcontractors approved by Landlord in Landlord’s sole discretion or designated by Landlord. (f) If any lien (or a petition to establish such lien) is filed in connection with any Alteration performed by or on behalf of Tenant or in connection with any work to be paid for by Tenant under Section 2.7, such lien (or petition) shall be discharged by Tenant within twenty (20) days after Tenant receives actual knowledge thereof, at Tenant’s sole cost and expense, by the payment thereof or by the filing of a bond reasonably acceptable to Landlord. If Landlord gives its consent to Tenant making of any Alteration, such consent shall not be unreasonably withheld provided that deemed to be an agreement or consent by Landlord to subject its interest in the Premises or the Building to any liens which may be filed in connection therewith. (g) Promptly after the completion of an Alteration (other than a Decorative Alteration), Tenant at its expense shall deliver to Landlord three (3) sets of accurate as-built drawings showing such Alteration does not in place. (Ah) diminish If any Alterations that require Landlord’s prior consent are performed by Tenant without the value prior written consent of Landlord, Landlord shall have the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except right at Tenant’s expense to a de minimis extentcause Tenant to either correct such Alterations to comply with plans and specifications that Landlord would approve, or to remove the same. (Bi) adversely affect Notwithstanding anything to the contrary contained herein, Landlord shall have the option (to be exercised by notice delivered to Tenant within ten (10) days after Tenant submits the Plans therefore) to make any structural component of the BuildingStructural Alterations requested by Tenant, at Tenant’s cost. Every Alteration Any Structural Alterations made by Landlord shall be made undertaken and completed by Landlord (a) in a good, workmanlike, first-class and prompt manner; (b) using new materials only; (c) by a contractor, on days, at times and under the supervision of an architect (if applicable) approved in writing by Tenant (in each case, not reasonably withheld, conditioned or delayed); (d) substantially in accordance with Tenant’s Plans (subject to such modifications that Landlord shall reasonably require and Tenant shall reasonably approve in writing) which plans and specifications shall be approved in writing by Tenant, (e) at market rates (subject to close bids from no less than three contractors per trade, to be selected by Tenant) and (e) in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by TenantRequirements.

Alterations. For purposes of this Lease, Tenant shall not make any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or alterations to the Premises (i) or any other aspect of the Project, without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's ’s prior written consent, which consent Landlord may withhold in its reasonable but subjective discretion. Notwithstanding the foregoing to the contrary, Tenant shall not be unreasonably withheld provided that such Alteration does not make (Ai) diminish any structural alterations, improvements or additions to the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extentPremises, or (Bii) any alterations, improvements or additions to the Premises which (a) will adversely affect any structural component impact the Building’s mechanical, electrical or heating, ventilation or air conditioning systems, or (b) will adversely impact the structure of the Building. Every Alteration , or (c) are visible from the exterior of the Premises, or (d) which will result in the penetration or puncturing of the roof or floor, without, in each case, first obtaining Landlord’s prior written consent or approval to such Alterations (which consent or approval shall be made in accordance the Landlord’s sole and absolute discretion). All permitted alterations must be performed in compliance with Landlord’s standard rules and regulations regarding alterations. All alterations will become the property of Landlord and will remain upon and be surrendered with the Premises at the end of the Term of this Lease; provided, however, Landlord may require Tenant to remove any or all applicable laws, legal requirements and alterations at the Permitted Encumbrancesend of the Term of this Lease. If Tenant shall submit a request fails to remove by the expiration or earlier termination of this Lease all of its personal property, or any alterations identified by Landlord for Landlord's approval of an Alteration which requires Landlord's approvalremoval, Landlord shall may, at its option, treat such failure as a hold-over pursuant to Subparagraph 11(b) above, and/or Landlord may (xwithout liability to Tenant for loss thereof) approve treat such Alteration proposed by Tenant within twenty-one (21) days of receiving personal property and/or alterations as abandoned and, at Tenant's proposal ’s sole cost and request for approval or (y) disapprove Tenant's proposal expense and in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response addition to Landlord's objections ’s other rights and remedies under this Lease, at law or in equity: (a) remove and store such items; and/or (b) upon ten (10) days’ prior notice to Tenant, sell, discard or otherwise dispose of all or any such items at private or public sale for such price as Landlord may obtain or by other commercially reasonable means. Tenant shall be liable for all costs of disposition of Tenant’s abandoned property and Landlord shall so approve or disapprove same within seven have no liability to Tenant with respect to any such abandoned property. Landlord agrees to apply the proceeds of any sale of any such property to any amounts due to Landlord under this Lease from Tenant (7) days after submission including Landlord’s attorneys’ fees and other costs incurred in the removal, storage and/or sale of such modified proposal. If Landlord does not approve or disapprove items), with any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit remainder to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections paid to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenant.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration not permit material alterations in or to the Leased Premises unless and until Landlord has approved the plans therefor in writing. As a condition of such approval, with respect to any specialty alterations (isuch as private bathrooms, raised computer floors, mezzanines, built-in filing systems and other non-standard office installations) without Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component ’s option become a part of the Building realty and (ii) in the case property of any Alteration other than those permitted under clause (i) aboveLandlord, with Landlord's prior consent, which consent and shall not be unreasonably withheld provided removed by Tenant. Tenant shall ensure that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration all alterations shall be made in accordance with all applicable laws, legal requirements regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the Permitted Encumbrancesoriginal construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute Landlord’s consent to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall submit a request cause such lien to Landlord for Landlord's approval be discharged of an Alteration which requires Landlord's approval, Landlord shall record within thirty (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (730) days after submission of such modified proposalfiling. If Tenant shall indemnify Landlord does not approve from all costs, losses, expenses and attorneys’ fees in connection with any construction or disapprove alteration and any proposal related lien. Tenant agrees that at Landlord’s option, Landlord or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) subsidiary or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation affiliate of Landlord's objections , who shall receive a fee as Landlord’s construction manager or general contractor, shall perform or cause to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed performed all work on any structural or building-system alterations to have approved the Alterations proposed by TenantLeased Premises.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." (a) Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration not permit alterations in or to the Leased Premises (i) without Landlord's consent, if such Alteration is performed unless and until Landlord has approved the plans therefor in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consentwriting, which consent approval shall not be unreasonably withheld provided that withheld, conditioned or delayed. As a condition of such Alteration does not (A) diminish approval, Landlord may require Tenant to remove the value alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at Landlord's option become a part of the Premises (includingrealty and the property of Landlord, and shall not be removed by way Tenant. However, Tenant shall not be required to remove any such alteration unless at the time Tenant requested Landlord's consent to such installation Landlord notified Tenant in writing that the alteration must be removed at the time of example only, but without limitation, by diminishing surrendering the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the BuildingLeased Premises. Every Alteration Tenant shall ensure that all alterations shall be made in accordance with all applicable laws, legal requirements regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the Permitted Encumbrancesoriginal construction of the Building. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice No person shall be deemed entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute Landlord's approval thereofconsent to the creation of any lien. If Landlord does not disapprove such proposal any lien is filed against the Leased Premises for work claimed to have been done for or modified proposal in writing with a detailed explanation of Landlord's objections material claimed to have been furnished to Tenant's modifications , Tenant shall cause such lien to be discharged of record within seven thirty (730) days after receipt filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys' fees in connection with any construction or alteration and any related lien. Tenant agrees that Duke Construction Limited Partnership or a subsidiary or affiliate of Tenant's reminder notice, Landlord shall be deemed permitted to bid as general contractor for any alterations to the Leased Premises. In the event Duke Construction Limited Partnership or a subsidiary or affiliate of Landlord is not the general contractor for any alterations to the Leased Premises, (i) Tenant's proposed general contractor is subject to Landlord's prior approval which shall not be unreasonably withheld, conditioned or delayed, (ii) the general contractor shall provide evidence of insurance, and copies of plans and specifications relating to the alterations and (iii) Landlord shall receive a construction management fee equal to three and one-half percent (3.5%) of the cost of such alterations (an "Oversight Fee"). Tenant shall cause said general contractor to comply with Landlord's reasonable building standards, Landlord's reasonable mechanical, electrical and plumbing specifications and Landlord's reasonable rules of conduct. (b) Notwithstanding anything to the contrary above, Tenant shall have approved the Alterations proposed by Tenantright to make alterations to the Leased Premises without obtaining Landlord's prior written consent and without paying an Oversight Fee, provided that (i) such alterations do not exceed One Hundred Thousand and No/100 Dollars ($100,000.00) in cost in any one instance; (ii) such alterations are non-structural in nature and do not affect the Building systems; (iii) no permit is required for such alteration; and (iv) Tenant provides Landlord with prior written notice of its intention to make such alterations stating in reasonable detail the nature, extent and estimated cost of such alterations together with the plans and specifications for the same no less than ten (10) days before the date on which Tenant anticipates commencing construction of the same.

Alterations. For purposes of this Lease(a) Except for non-structural Alterations that (i) do not exceed One Hundred Thousand and 00/100 Dollars ($100,000.00), any physical improvement addition, enhancement or change with respect to all or any portion (ii) are not visible from the exterior of the Premises is referred to as an "Alteration." Premises, (iii) do not affect any Building System, the roof, or the structural strength of the Building (iv) do not require penetrations into the floor, ceiling or walls, and (v) do not require work within the walls, below the floor or above the ceiling, Tenant or Franchisor shall have the right at any time and from time to time during the Term to not make or cause to be made permit any Alteration Alterations in or to the Premises without first obtaining Landlord’s consent, and unless such alterations affect the structural elements of the Building, the Common Areas or Building Systems, or would otherwise require a building permit. With respect to any Alterations made by or on behalf of Tenant (whether or not the Alteration requires Landlord’s consent): (i) without not less than ten (10) days prior to commencing any Alteration, Tenant shall deliver to Landlord for Landlord's consent’s review and approval the plans, if such specifications and necessary permits for the Alterations (the “Alteration is performed in order to comply Plans”), together with any of certificates evidencing that Tenant's agreements with Franchisor ’s contractors and such Alteration does not adversely affect any structural component of subcontractors have adequate insurance coverage naming the Building and Landlord Additional Insureds, as their interests may appear, as additional insureds; (ii) in the case Tenant shall obtain Landlord’s prior written approval of any Alteration other than those permitted under clause (i) above, with Landlord's prior consentcontractor or subcontractor, which consent such approval shall not be unreasonably withheld provided that such Alteration does not withheld, conditioned or delayed; (Aiii) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made constructed with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specifications delivered to, and, if required above, approved by Landlord; (iv) the Alteration shall be performed in accordance with all applicable lawsLandlord’s reasonable requirements relating to sustainability and energy efficiency; and (v) upon Landlord’s request Tenant shall, legal requirements prior to commencing any Alteration, provide Landlord reasonable security against liens arising out of such construction. “Alteration(s)” means any addition, alteration or improvement to the Premises or Property including Tenant’s Improvements and the Permitted EncumbrancesFFE (as defined below). If Any Alteration by Tenant shall submit a request be the property of Tenant until the expiration or termination of this Lease; at that time without payment by Landlord the Alteration shall remain on the Property and become the property of Landlord unless Landlord gives notice to Tenant at the time Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve approves such Alteration proposed by Tenant within twenty-one or if Landlord’s approval is not required at least four (214) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal months prior to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time periodExpiration Date, Tenant may submit another proposal with modifications thereto made in response provided that if this Lease is terminated earlier then no advance notice is required, to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission remove any of such modified proposal. If Landlord does not approve or disapprove Alterations, in which event Tenant will remove them, will repair any proposal or modified proposal in writing with a detailed explanation of its objections within resulting damage and will restore the applicable seven (1) or twenty-one (21) day period, Tenant may submit Premises to Landlord a reminder notice, which shall state that Landlord's failure the condition existing prior to disapprove the applicable proposal within seven (7) days after receipt Tenant’s installation of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal Alteration(s), all in writing accordance with a detailed explanation the terms of Landlord's objections to Tenant's modifications within seven (7Section 21(a) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantbelow.

Alterations. For purposes of this Lease3.1 Tenant shall not make or perform or permit the making or performance of, any alterations, installations, improvements, additions or other physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration changes in or to about the Premises (ihereinafter collectively called, the “Alterations”) without Landlord's ’s prior written consent, if provided, however, that Landlord’s consent shall not be required for Alterations consisting only of painting, installing or removing wall covering or carpeting and which are solely of a cosmetic or decorative nature (“Decorative Alterations”) so long as such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does Decorative Alterations are not adversely affect any structural component visible from the exterior of the Building and provided Tenant shall notify Landlord in writing of the nature of such Decorative Alteration and the contractors to be performing the same at least thirty (ii30) days prior to commencement and perform such Decorative Alteration in accordance with all other provisions of this Article 3. Landlord’s consent to Alterations may be withheld for any reason or for no reason, provided, however, that with respect to non-structural Alterations which do not require electrical, plumbing or HVAC work and which do not affect any other Building systems or space outside of the case of any Alteration other than those permitted under clause Premises (i) above“Non-Structural Alterations”), with Landlord's prior consent, which ’s consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration withheld. 3.2 All Alterations shall be made done in accordance compliance with all applicable laws, legal requirements regulations and codes, at Tenant’s sole cost and expense and at such times and in such manner as Landlord may from time to time reasonably designate, All Alterations made and installed by Tenant, or at Tenant’s expense, upon or in the Premises which are of a permanent nature and which cannot be removed without damage to the Premises or Building shall become and be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at the end of the Term of this Lease, except that Landlord shall have the right and privilege at the time Landlord grants its consent to any Alteration to designate such Alteration (but not Decorative Alterations and Non-Structural Alterations) as a “Specialty Alteration”, which shall be removed by Tenant at the end of the Term and, in the event of service of such notice, Tenant will, at Tenant’s own cost and expense, remove the same in accordance with such request, and restore the Premises to its original condition, ordinary wear and tear and casualty excepted; provided however that, Tenant shall not be required to remove any Decorative Alterations or Non-Structural Alterations installed in accordance with the terms of this Lease. All furniture, furnishings and movable fixtures and partitions installed by Tenant and all Alterations in and to the Premises which may be made by Tenant at its own cost and expense prior to and during the Term, or any renewal thereof, shall remain the property of Tenant and upon the Expiration Date or earlier end of the Term or any renewal thereof, shall be removed from the Premises by Tenant, provided, however, that Tenant shall repair any damage to the Premises or the Building caused by such removal to Landlord’s reasonable satisfaction. For the purposes of this Section 3.2, “Specialty Alterations” shall mean any Alterations that would be unusually difficult or expensive to remove or which are not typical for office use. Tenant shall not be required to remove any Alteration other than Specialty Alterations designated by Landlord as such at the time of granting its consent. 3.3 Prior to making any Alterations Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical, electrical, plumbing and structural drawings) for each proposed Alteration and shall not commence any such Alteration (other than a Decorative Alteration not requiring Landlord’s consent) without first obtaining Landlord’s written approval of such plans and specifications, which shall not be unreasonably withheld and if not provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval and the Permitted Encumbrancesfirst page of Tenant’s plans shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN” (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and furnish copies of the same to Landlord, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation (covering all persons to be employed by Tenant, and Tenant’s contractors and subcontractors in connection with such Alteration), commercial general liability insurance (including property damage coverage, completed operations/product liability), and builder’s risk insurance (issued on a completed value basis), all in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. If In addition, Tenant agrees to reimburse Landlord for Landlord’s reasonable out-of-pocket third-party expenses (including expenses of Landlord’s agent) incurred in connection with Landlord’s (or Landlord’s agents) review of the proposed Alteration within ten (10) business days of receipt of an invoice. Before commencing any work on the Alteration, Tenant shall furnish to Landlord such bonds for payment and completion or such other security for completion thereof and payment therefor as Landlord shall require and in such form as is satisfactory to Landlord and in an amount which shall be one hundred twenty (120%) percent of Landlord’s estimate of the cost of performing such work, provided, however, that for any Alteration that is reasonably estimated to cost less than $2,000,000, in lieu of such security, Tenant may furnish Landlord with evidence, reasonably satisfactory to Landlord, that Tenant possesses adequate capital to finance the Alteration in question. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof, together with copies of “as-built” plans for such Alteration. 3.4 Prior to commencing any Alteration (including a Decorative Alteration), Tenant shall submit to Landlord for its approval (which shall not be unreasonably withheld or delayed) a list of the contractors and subcontractors (categorized by trade) which Tenant proposes to use or from which Tenant proposes to solicit bids in connection therewith. Tenant shall not commence any Alteration until Landlord has approved of Tenant’s proposed contractors or subcontractors, which shall not be unreasonably withheld, conditioned or delayed, provided within fifteen (15) business days of Tenant’s request, such written approval shall be deemed given, provided, however, that Tenant’s notice requesting Landlord’s approval shall contain a legend stating in bold capital letters “FAILURE TO RESPOND TO THIS NOTICE WITHIN FIFTEEN (15) BUSINESS DAYS WILL RESULT IN LANDLORD’S CONSENT BEING DEEMED GIVEN”. If, prior to or after commencement of any Alteration, there is a change in the contractors or subcontractors, Tenant shall submit a request new or supplemental list and the foregoing provisions shall be applicable thereto. Notwithstanding anything to the contrary contained herein, connections to, and disconnections from, the Building’s fire safety system, the Building’s sprinkler, and the Building’s condenser or chilled water system shall be performed, in each case, solely at Tenant’s expense, and only by contractors charging commercially reasonable rates designated by Landlord. All Alterations shall be made and performed in accordance with the Rules and Regulations (hereinafter defined); all materials and equipment to be incorporated in the Premises as a result of all Alterations shall be new and first quality; no such materials or equipment shall be subject to any lien, encumbrance, chattel mortgage or title retention or security agreement. Any mechanic’s lien filed against the Premises, or the Real Property, for work claimed to have been done for, or materials claimed to have been furnished to, Tenant shall be discharged by Tenant within ten (10) business days thereafter, at Tenant’s expense, by payment or filing the bond required by law. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic’s or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, and Tenant agrees to so notify any contractor performing work in the Premises. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict or if any union establishes a picket line with respect to such employment, and Tenant does not, within 24 hours and without expense to Landlord, obtain an order from a court or governmental agency enjoining such picketing, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately. 3.5 All Alterations performed by Tenant in and to the Premises shall be done in a fashion such that the Premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5 Laws”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by such Alterations and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of. Tenant’s manner of use of the Premises or the Alterations. Landlord shall not be responsible for any damages to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall submit to Landlord for Landlord's ’s approval all design specifications and requirements prepared in connection with Tenant’s installation of an Alteration which requires Landlord's approvalsaid fire control or detection devices. Notwithstanding the foregoing, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days will determine what modifications, if any, to the base building fire alarm system will be required as a result of receiving Tenant's proposal ’s fire control system and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approvalperipheral devices. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with Such modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereofperformed by Landlord at Tenant’s sole cost and expense. If Landlord does not disapprove All such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord fire control devices shall be deemed manufactured by a company designated by Landlord. In the event a local panel is required to have approved be installed in the Alterations proposed Premises in accordance with the foregoing provisions, such local panel shall be a type designated by TenantLandlord.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion After completion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or Tenant’s Improvements pursuant to the terms of the Work Letter, Tenant shall not make any changes, additions, alterations, improvements or additions (collectively, “Alterations”) to the Leased Premises (i) or attach or affix any articles thereto without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's ’s prior written consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (includingwithheld, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant conditioned or diminishing the useful life of the Improvements)delayed, except to a de minimis extent, or for non-structural interior alterations that (Bi) adversely affect any structural component do not exceed [***] in cost; (ii) are not visible from the outside of the Building; and (iii) do not alter or penetrate the floor slab or the roof membrane. Every Landlord may require Tenant to provide demolition and/or lien and completion bonds in form and amount satisfactory to Landlord. Tenant shall promptly remove any Tenant’s Alterations constructed in violation of this Section 9 upon Landlord’s written request. Prior to making any Alteration that requires Landlord’s prior written consent, Tenant shall be made in accordance send Landlord a written notice, pursuant to the terms of Section 23 below, together with all applicable lawsplans for such Alterations reasonably required by Landlord, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for requesting Landlord's ’s approval of an such plans (each a “Tenant Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposalRequest”). If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections fails to respond to Tenant’s Alteration Request within the applicable seven fifteen (115) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) business days after Landlord’s receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder noticeTenant Alteration Request, then Landlord shall be deemed to have agreed to permit Tenant to make such Alterations described in Tenant’s Alteration Request. All Alterations shall be done only by Landlord or contractors or mechanics reasonably approved by Landlord, and shall be subject to all other terms and conditions described in this Section 9 and done at Tenant’s sole expense. Any mechanics or materialman’s lien for which Landlord has received a notice of intent to file or which has been filed against the Alterations proposed Leased Premises, Building or Common Areas arising out of work done for, or materials furnished to or on behalf of Tenant, its contractors or subcontractors shall be discharged, bonded over, or otherwise satisfied by Tenant within ten (10) calendar days following the earlier of the date Landlord receives (a) notice of intent to file a lien or (b) notice that the lien has been filed. If Tenant fails to discharge, bond over, or otherwise satisfy any such lien, Landlord may do so at Tenant’s expense, and the amount expended by Landlord, including reasonable attorneys’ fees, shall be paid by Tenant within ten (10) calendar days following Tenant’s receipt of a ▇▇▇▇ from Landlord. All Alterations, whether temporary or permanent in character, made by Landlord or Tenant in or upon the Leased Premises shall become Landlord’s property and shall remain upon the Leased Premises at the termination of this Lease by lapse of time or otherwise, without compensation to Tenant (excepting only the following defined “Tenant’s Property”: Tenant’s movable office furniture, machinery and tooling (regardless of whether attached to the Building), trade fixtures, office and professional equipment (regardless of whether attached to the Building), and any network-powered broadband, communication and/or coaxial cables installed by or for the benefit of Tenant, hereunder “cabling”). All of Tenant’s Property and, notwithstanding the foregoing, at Landlord’s election, any such other alteration, improvement, or addition made by Tenant which is designated for Tenant’s removal pursuant to a written notice thereof from Landlord shall, at Tenant’s sole cost be removed upon the termination of this Lease. Tenant shall also, at Tenant’s sole cost, repair any damage caused to the Leased Premises or the Building as a result of any such removal and restore the Leased Premises to its condition prior to the installation of Tenant’s Property or any other such other alteration, improvement or addition, reasonable wear and tear excepted. In the event Tenant fails to perform the repairs required hereunder, Landlord shall be entitled to perform the same and recover from Tenant all costs and expenses thereof, including attorney fees. In the event that Landlord incurs any expenses in the removal of trash, or the cleaning of elevators, public corridors, or loading areas as a result of Tenant’s contractors’ work, then Tenant agrees it shall reimburse Landlord within ten (10) calendar days of the date of billing.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration not permit alterations in or to the Leased Premises (i) without Landlord's consent, if such Alteration is performed unless and until the plans have been approved by Landlord in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consentwriting, which consent approval as to interior non-structural alterations shall not be unreasonably withheld provided that withheld, conditioned or delayed. As a condition of such Alteration does not (A) diminish approval, Landlord may require Tenant to remove the value alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at Landlord's option become a part of the Premises (includingrealty and the property of Landlord, and shall not be removed by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the BuildingTenant. Every Alteration Tenant shall ensure that all alterations shall be made in accordance with all applicable laws, legal requirements regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the Permitted Encumbrancesoriginal construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute a consent by Landlord to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall submit a request cause such lien to Landlord for Landlord's approval be discharged of an Alteration which requires Landlord's approval, Landlord shall record within thirty (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (730) days after submission filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys' fees in connection with any construction or alteration under this Section 7.03, not performed by Landlord or an affiliate, and any related lien. Notwithstanding anything contained herein to the contrary, Tenant shall have the right, without Landlord's consent, and in compliance with all other provisions of such modified proposal. If Landlord this Section, to make any non-structural alterations to the Leased Premises which do not materially impact the Building's mechanical or electrical systems, and the aggregate cost of which does not approve or disapprove exceed Fifty Thousand Dollars ($50,000.00) per project for a total project cost not to exceed One Hundred Fifty Thousand Dollars ($150,000.00) per year, provided that Tenant gives Landlord fifteen (15) business days prior written notice of any proposal or modified proposal in writing such alteration, along with a detailed explanation copies of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that all plans and specifications relating thereto and complies with Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantreasonable and customary procedures.

Alterations. For purposes of this LeaseExcept for non-structural Alterations that (i) do not exceed $25,000 in the aggregate, any physical improvement addition, enhancement or change with respect to all or any portion (ii) are not visible from the exterior of the Premises is referred Premises, (iii) do not affect any Building System or the structural strength of the Building, (iv) do not require penetrations into the floor, roof, ceiling or walls, other than minor penetrations for wall hangings, fastenings to as an "Alteration." the floor or similar items not affecting the Building Systems, and (v) do not require work on the roof or within the walls, below the floor or above the ceiling, Tenant or Franchisor shall have the right at any time and from time to time during the Term to not make or cause to be made permit any Alteration Alterations in or to the Premises (i) without first obtaining Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior ’s consent, which consent shall not be unreasonably withheld withheld. With respect to any Alterations that do not require Landlord’s consent, Tenant shall nonetheless provide written notice thereof to Landlord, describing in reasonable detail the nature of the Alteration. With respect to any Alterations made by or on behalf of Tenant (where the Alteration requires Landlord’s consent): (i) not less than ten (10) days prior to commencing any Alteration, Tenant shall deliver to Landlord the plans, specifications and necessary permits for the Alteration, together with certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage (based on reasonable industry standards) naming Landlord and any other associated or affiliated entity as their interests may appear as additional insureds, (ii) Tenant shall obtain Landlord’s prior written approval of any contractor or subcontractor, (iii) the Alteration shall be constructed with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specifications delivered to, and, if required above, approved by Landlord, (iv) Tenant shall pay Landlord all reasonable costs and expenses in an amount not to exceed $2,500 in connection with Landlord’s third party costs in connection with the review of Tenant’s plans and specifications, and of any supervision or inspection of the construction Landlord deems necessary, and (v) upon Landlord’s request Tenant shall, prior to commencing any Alteration, the cost of which exceeds $100,000.00, provide Landlord reasonable security against liens arising out of such construction. Any Alteration by Tenant shall be the property of Tenant until the expiration or termination of this Lease; at that time without payment by Landlord the Alteration shall remain on the Property and become the property of Landlord unless Landlord gives notice to Tenant to remove it, in which event Tenant will remove it, will repair any resulting damage and will restore the Premises to the condition existing prior to Tenant’s Alteration. At Tenant’s request prior to Tenant making any Alterations, Landlord will notify Tenant whether Tenant is required to remove the Alterations at the expiration or termination of this Lease. Tenant may install its trade fixtures, furniture and equipment in the Premises, provided that such Alteration does the installation and removal of them will not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component portion of the BuildingProperty, any Building System or any other equipment or facilities serving the Building or any occupant. Every Alteration Notwithstanding anything to the contrary in this Lease, at the expiration or termination of this Lease, Tenant shall not be required to remove the Tenant Improvements, excluding wiring and cabling which Tenant shall be made in accordance with all applicable lawsrequired to remove at its sole cost and expense. Subject to this Section 12, legal requirements and the Permitted Encumbrances. If Tenant shall submit have the right to install a request security system in the Premises, provided that Tenant provides Landlord with the code or other access to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantsecurity system.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement Tenant shall not make (or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause permit to be made made) any Alteration in change, addition or improvement to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, the attachment of any fixture or equipment) (collectively, the “Alterations” and individually, an “Alteration”) unless such Alteration: (a) equals or exceeds the Building Standard and utilizes only new and first-grade materials; (b) is in conformity with all Legal Requirements, and is made after obtaining any required permits and licenses; (c) is made with the prior written consent of Landlord not to be unreasonably withheld, conditioned or delayed; (d) is made pursuant to plans and specifications approved in writing in advance by diminishing Landlord; (e) with respect to any Alterations the utility cost of which is expected to exceed One Hundred Thousand Dollars ($100,000.00), is made after Tenant has provided to Landlord such reasonable indemnification and/or bonds requested by Landlord, including, without limitation, a performance and completion bond in such form and amount as may be satisfactory to Landlord to protect against claims and liens for labor performed and materials furnished, and to insure the completion of any Alteration; (f) is carried out by persons reasonably approved in writing by Landlord who, if required by Landlord, deliver to Landlord before commencement of their work proof of such insurance coverage as Landlord may reasonably require, with Landlord named as an additional insured; and (g) is done only at such time and in such manner as Landlord may reasonably specify. Landlord shall notify Tenant of its consent or disapproval of any such proposed Alterations within ten (10) business days after Landlord’s receipt of Tenant’s request therefor, together with all final plans and specifications for such work. Notwithstanding the foregoing to the contrary, Tenant may make non-structural Alterations to the interior of the Improvements for use as Premises (collectively, the “Acceptable Changes”) without Landlord’s consent, provided that (i) Tenant delivers to Landlord written notice of such Acceptable Changes (the “Acceptable Change Notice”) at least fifteen (15) days prior to the commencement thereof, (ii) the cost of each such Acceptable Change does not exceed $25,000.00 per job, and the aggregate cost of all Acceptable Changes does not exceed $50,000.00 in any consecutive twelve (12) month period, (iii) such Acceptable Changes shall be performed by or on behalf of Tenant in compliance with the other provisions of this Article 11, (iv) such Acceptable Changes do not require the issuance of a restaurant building permit or diminishing other governmental approval, (v) such Acceptable Changes do not affect the useful life structural components of the ImprovementsBuilding or any mechanical, plumbing, electrical, HVAC and/or life-safety systems of the Building, (vi) such Acceptable Changes are not visible from or affect any area located outside the Premises, and (vii) such Acceptable Changes shall be performed by qualified contractors and subcontractors which normally and regularly perform similar work in the Complex or other first-class office and retail complexes in the Cottonwood sub-market of Salt Lake City, Utah (collectively, the “Comparable Buildings”). Tenant shall pay for all overhead, except general conditions, fees and other costs and expenses of any such Alterations, and shall pay to a de minimis extentLandlord all actual, out-of-pocket costs incurred by Landlord in connection with such Alterations. Except as otherwise provided hereinbelow, all such Alterations (including all articles attached to the floor, wall or ceiling of the Premises) shall become the property of Landlord. Landlord may, at Landlord’s election, cause such Alterations to be (A) surrendered with the Premises as part thereof at the termination or expiration of the Term of this Lease, without any payment, reimbursement or compensation therefor, or (B) adversely affect any structural component removed by Tenant, at Tenant’s expense, on or prior to the termination or expiration of the Building. Every Alteration shall Term of this Lease, with all damage caused by such removal repaired by Tenant; provided, however, with respect to Alterations made or caused to be made in accordance by Tenant with all applicable lawsLandlord’s consent, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request have no obligation to remove such Alterations unless at the time Landlord approved the final working drawings for Landlord's approval of an Alteration which requires Landlord's approvalany such Alterations (or, Landlord shall with respect to any Acceptable Change, no later than thirty (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (730) days after submission Landlord’s receipt of the Acceptable Change Notice applicable thereto), Landlord, by written notice to Tenant, identified those Alterations which Landlord would require Tenant to remove at the expiration or earlier termination of the Term of this Lease, in which event Tenant shall remove such modified proposalidentified Alterations on or before the expiration of the Term of the Lease and repair any damage resulting from such removal. If Tenant shall reimburse, indemnify, defend and hold harmless Landlord does not approve from and against all costs, liens, claims, damages, losses, liabilities and expenses, including reasonable attorneys’ fees, which may arise out of, or disapprove be connected in any proposal or modified proposal in writing with a detailed explanation way with, any such Alterations. Within thirty (30) days following the imposition of its objections within the applicable seven (1) or twenty-one (21) day periodany lien resulting from any such Alterations, Tenant may submit shall cause such lien to Landlord be released of record by payment of money or posting of a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantproper bond.

Alterations. For purposes Tenant shall make no alterations, additions or improvements to the Premises without the prior written consent of this LeaseLandlord, any physical improvement additionand Landlord may impose, enhancement as a condition of such consent such requirements as Landlord in its sole discretion may deem reasonable or change desirable, including without limiting the generality of the foregoing, requirements as to the manner in which, the time or times at which, and the contractor by whom such work shall be done and requirements that Tenant provide Landlord with labor, material, payment and performance bonds (collectively the "bonds") naming Landlord (and such other persons as Landlord may reasonably request) as insureds under such bonds. Landlord shall have the same rights of review and approval with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time permitted alterations, additions, and from time to time during the Term to make or cause to be made any Alteration in or improvements to the Premises as described for tenant improvements in Article 7. Tenant covenants and agrees that all work done by Tenant shall be performed in full compliance with all laws, rules, orders, ordinances, directions, regulations and requirements of all governmental agencies, offices, departments, bureaus and boards having jurisdiction, and in full compliance with rules, orders, directions, regulations and requirements of the Pacific Fire Rating Bureau or any other organization performing a similar function. Before commencing any work, Tenant shall give Landlord at least five (i5) without Landlord's consentdays' notice of the proposed commencement date of such work and shall, if such Alteration is performed in order to comply with any of required by Landlord, secure at Tenant's agreements with Franchisor own cost and expense, the bonds, in a form reasonably satisfactory to Landlord, for said work naming Landlord (and such Alteration does not adversely affect other persons as Landlord may reasonably request) as insureds under the bonds. All such alterations, additions or improvements shall become the property of Landlord and shall be surrendered with the Premises, as a part thereof, at the end of the term hereof, except that Landlord may, by notice to Tenant given at least thirty (30) days prior to the end of the term, require Tenant to remove all partitions, counters, railings and the like installed by Tenant and to repair any structural component damage to the Premises form such removal. Tenant shall make no alteration, addition or improvement to the Premises that can be seen from the exterior of the Building and (ii) in the case of or from any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component common area of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements including without limitation window treatments, curtains, and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantbinds.

Alterations. For purposes Tenant shall make no alterations, additions or improvements to the Premises without the prior written consent of this LeaseLandlord, which consent may be given or withheld in Landlord's sole discretion. Notwithstanding the foregoing, Landlord shall not unreasonably withhold its consent to any physical improvement additionalterations, enhancement additions or change with respect improvements to all or any portion the Premises which cost less than One Dollar ($1.00) per square foot of the improved portions of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time (excluding warehouse square footage) and from time to time during the Term to make or cause to be made any Alteration in or to the Premises do not (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component the exterior of the Building and or outside areas (or be visible from adjoining sites), or (ii) affect or penetrate any of the structural portions of the Building, including, but not limited to, the roof, or (iii) require any material change to the basic floor plan of the Premises, any material change to any structural or mechanical systems of the Premises, or (iv) interfere in any manner with the case proper functioning of any Alteration other than those permitted under clause (i) above, with or Landlord's prior consentaccess to any mechanical, which consent shall not be unreasonably withheld provided that such Alteration does not electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building, or (Av) diminish the value of the Premises. In addition, Tenant shall gave the right to make alterations, additions or improvements to the Premises, without having to obtain Landlord's consent which: (x) do not fall within the conditions identified in subparagraphs (i) through (v) above; and (y) cost less than Fifty Cents ($.50) per rentable square foot of the Premises determined annually (but without carryover or compounding); provided that Tenant shall give Landlord written notice of such changes which notice shall include a reasonably detailed description thereof. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including, but not limited to, a requirement that all work be covered by way of example onlya lien and completion bond satisfactory to Landlord and reasonable requirements as to the manner, but without limitationtime, by diminishing the utility and contractor for performance of the Improvements work; provided, however, that Landlord may not require Tenant to provide any bonds in connection with any particular alterations project which costs less than One Hundred Thousand Dollars ($100,000.00). Tenant shall obtain all required permits for use as a restaurant or diminishing the useful life of work and shall perform the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made work in accordance compliance with all applicable laws, legal requirements regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Permitted EncumbrancesRules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of five percent (5%) of the cost of any work which requires a government permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may require in its sole discretion. Under no circumstances shall submit a Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request to Landlord for Landlord's approval consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of an Alteration which requires Landlord and shall be surrendered with the Premises at the end of the Term. Landlord shall have the right to require Tenant to remove any alterations, additions or improvements whether or not Landlord's consent was required unless Landlord's written consent was obtained and at the time of providing its consent, Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration or earlier termination of the Lease Term. When reviewing any plans for alterations, additions or improvements submitted for its approval, Landlord shall (x) approve notify Tenant in writing whether Landlord shall require Tenant to remove any or all of such Alteration proposed by improvements upon expiration or earlier termination of this Lease. Tenant within twenty-one (21) days shall have the right upon expiration or earlier termination of receiving this Lease to remove any and all phone systems, furniture, fixtures and other personal property at Tenant's proposal sole cost and expense provided that Tenant shall repair any damage caused by such removal. Except as otherwise provided in this Lease or in any Exhibit to this Lease, should Landlord make any alteration or improvement to the Premises at the request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed entitled to have approved prompt reimbursement from Tenant for all costs incurred. If Landlord withholds any consent required by this Section 7.3, Landlord shall specify its reasons therefor. The provisions of this Section 7.3 shall not be applicable to the Alterations proposed by Tenantinitial Tenant Improvements Work constructed pursuant to the attached Work Letter.

Alterations. For purposes The following provisions govern Alterations constructed by Tenant: (i) Tenant shall not construct any Alterations or otherwise alter the Premises without Landlord's prior approval if (a) such action results in the demolition, removal or material alteration of this Leaseexisting improvements or future Renovation Improvements (including partitions, wall and floor coverings, ceilings, lighting fixtures or other utility installations), and (b) the cost of such construction or alteration exceeds One Hundred Thousand Dollars ($100,000) per work of improvement (as such amount is adjusted pursuant to Paragraph 41) or if the cost of Alterations done, under construction, or for which approval is sought during any physical improvement addition, enhancement or change with calendar quarter exceeds One Hundred Thousand Dollars ($100,000) (as such amount is adjusted pursuant to Paragraph 41). With respect to any Alterations which must be approved by Landlord pursuant to the immediately preceding sentence, Tenant shall not commence construction of such Alterations until Landlord shall have the first approved the plans and specifications therefor, which approval shall be deemed given if not denied in writing within ten (10) working days after Landlord shall have received Tenant's request for such approval. In no event shall Tenant make any Alterations to the Premises which could affect the structural integrity or the exterior design of the Building. Notwithstanding anything contained herein, Tenant shall have the right to reconfigure demountable walls and partitions without Landlord's prior consent. (ii) All Alterations requiring Landlord's approval shall be installed by Tenant in substantial compliance with the approved plans and specifications therefor. All construction undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using materials of good quality. Tenant shall not commence construction of any Alterations until (a) all required governmental approvals and permits shall have been obtained, and (b) all requirements regarding insurance imposed by this Lease have been satisfied. (iii) Landlord shall cause to be made available to Tenant all information maintained by Landlord or Landlord's architect which relates to the plans for the Building, including any "as-built" plans for the Building (and mechanical platforms on the Building roof) and/or Outside Areas, so that Tenant can incorporate such information into Tenant's files relating to plans for the Tenant Improvements and for Alterations. At all times during the Lease Term, (a) Tenant shall maintain and keep updated "as-built" plans for all Alterations constructed by Tenant which may or may not have required a building permit or other governmental approval, and (b) Tenant shall provide to Landlord copies of all such "as-built" plans and any and all other drawings relating to Tenant's Alterations in the Premises. (iv) All Alterations shall remain the property of Tenant during the Lease Term. Tenant shall have the right to remove any Alterations so long as it repairs all damage caused by the installation thereof and returns the Premises to the condition existing prior to the installation of such Alterations. At the expiration or sooner termination of the Lease Term, all Alterations that Tenant does not elect to remove shall be surrendered to Landlord as a part of the realty and shall then become Landlord's property, and Landlord shall have no obligation to reimburse Tenant for all or any portion of the value or cost thereof. Notwithstanding anything contained herein (but subject to the restrictions set forth in Paragraphs 13.B(iv)(a) and (b)), if Landlord so requires, at the expiration or earlier termination of the Lease Term, Tenant shall remove any Alterations designated for removal by Landlord, including those Alterations for which Landlord's consent was not initially required, and shall restore the Premises to the condition existing prior to the installation of such Alterations only to the extent necessary to return the Premises to a condition that has substantially the same value to subsequent tenants as existed on the Commencement Date, ordinary wear and tear excepted. The following provisions shall qualify the general rule set forth in the immediately preceding sentence: (a) Tenant shall remove and restore all damage caused by the removal of any specialized Alterations specifically related to the operation of Tenant's business in the Premises. To the extent Alterations made by Tenant results in a reduction in the capacity of HVAC, mechanical, electrical or plumbing systems, Tenant shall restore HVAC, mechanical, electrical and plumbing systems so that the capacity thereof is referred substantially the same as existed as of the Commencement Date, ordinary wear and tear excepted. If restroom "cores" and fixtures have been changed, such "cores" shall be moved to their original location and such "cores" and fixtures shall be restored to substantially the same condition as an "Alteration." existed as of the Commencement Date, ordinary wear and tear excepted. If Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be has made any Alteration in or Alterations to the Premises structural parts of the Building (i.e., foundations, load-bearing walls, and structural roof system, but excluding roof membrane) or the floor slab, such structural parts of the Building shall be returned to the condition existing prior to the making of such Alterations by Tenant (including the filling of any pits, well▇ ▇▇ trenches). If Tenant has made any Alterations to the roof membrane, the roof membrane shall be returned to the condition existing prior to the making of such Alterations by Tenant, except that Tenant shall not be obligated to restore any penetration of the roof membrane that has been made with the written approval of Landlord. The percentage of dropped ceiling for each area of the Building (office, research and development, etc.) shall be substantially the same as existed as of the Commencement Date. Any Alterations made by Tenant to the fire sprinkler system shall be restored to substantially the same condition as existed as of the Commencement Date, ordinary wear and tear excepted. (b) Tenant shall only be required to remove Alterations for which either of the following is true, and only if such removal is otherwise required by all of the preceding provisions of this Paragraph 13.B(iv): (i) without such Alterations were approved in writing by Landlord and, at the time such approval was given by Landlord, Landlord informed Tenant in writing that Landlord would require that such Alterations be removed at the termination of the Lease Term; or (ii) such Alterations were installed with Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenant.

Alterations. For purposes of this LeaseTenant shall make no alterations, any physical improvement addition, enhancement additions or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or improvements to the Premises (i) without the prior written consent of Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that withheld, conditioned or delayed. Notwithstanding the foregoing, but subject to the following provisions of this Section, Landlord's consent shall not be required for any alterations, additions or improvements to the Premises during the initial Term which cost less than the Alteration Cost Cap. Alteration Cost Cap means an amount equal to One Dollar and 05/00 ($1.05) per rentable square foot of Premises per lease year on a cumulative basis but subject to an aggregate maximum over the initial Term of Five Dollars Twenty-Five Cents ($5.25) per rentable square foot. Any such Alteration does not (A) diminish the value alterations are subject to all other provisions of this Section. For example, assuming Tenant continues to occupy all of the Premises (including, by way of example only, Building but without limitation, by diminishing made no alterations during the utility first year of the Improvements for use as a restaurant or diminishing Term, Tenant could make alterations without Landlord's prior written consent during the useful life second year of the ImprovementsTerm in an amount up to $114,912.00 (54,720 feet x .1.05 x 2 years). Under this example, except Tenant's ability to a de minimis extentmake further alterations during the remainder of the initial Term without Landlord's consent would be subject to an annual cap of $57,456.00 and an aggregate cap of $172,368.00. Notwithstanding anything to the contrary contained in the preceding sentences of this Section, without the prior written consent of Landlord, which may be withheld in Landlord's sole and absolute discretion, in no event shall any alteration, addition or improvement: (i) affect the exterior of the Building or outside areas (or be visible from adjoining sites), or (Bii) adversely affect or penetrate any of the structural component portions of the Building, including but not limited to the roof, or (iii) require any material change to the basic floor plan of the Premises, any change to any structural or mechanical systems of the Premises, or any governmental permit as a prerequisite to the construction thereof, or (iv) interfere in any manner with the proper functioning of or Landlord's access to any mechanical, electrical, plumbing or HVAC systems, facilities or equipment located in or serving the Building. Every Alteration Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or desirable, including but not limited to requirements as to the manner, time, and contractor mutually acceptable to Landlord and Tenant for performance of the work. Tenant shall be made obtain all required permits for the work and shall perform the work in accordance compliance with all applicable laws, legal requirements regulations and ordinances, all covenants, conditions and restrictions affecting the Project, and the Permitted EncumbrancesRules and Regulations (hereafter defined). Tenant understands and agrees that Landlord shall be entitled to a supervision fee in the amount of three percent (3%) of the cost of any work which is both in excess of the Alteration Cost Cap, and which requires a governmental permit. If any governmental entity requires, as a condition to any proposed alterations, additions or improvements to the Premises by Tenant, that improvements be made to the Common Areas, and if Landlord consents to such improvements to the Common Areas, then Tenant shall, at Tenant's sole expense, make such required improvements to the Common Areas in such manner, utilizing such materials, and with such contractors (including, if required by Landlord, Landlord's contractors) as Landlord may reasonably require. Under no circumstances shall submit a Tenant make any improvement which incorporates any Hazardous Materials, including, without limitation, asbestos-containing construction materials into the Premises. Any request for Landlord's consent shall be made in writing and shall contain architectural plans describing the work in detail reasonably satisfactory to Landlord. Unless Landlord otherwise agrees in writing, all alterations, additions or improvements affixed to the Premises (excluding moveable trade fixtures and furniture) shall become the property of Landlord and shall be surrendered with the Premises at the end of the Term, except that Landlord may require Tenant to remove by the Expiration Date, or sooner termination date of this Lease, all or any alterations, decorations, fixtures, additions, improvements and the like installed either by Tenant or by Landlord at Tenant's request and to repair any damage to the Premises arising from that removal. Except as otherwise provided in this Lease or in any exhibit to this Lease, should Landlord make any alteration or improvement to the Premises for Tenant, Landlord shall be entitled to prompt reimbursement from Tenant for all costs incurred. Landlord shall have the right to require Tenant to remove (i) any of the components of the initial Tenant Improvements to the Premises but only if Landlord notifies Tenant that such removal will be required at the time of Landlord's approval of an Alteration which requires the Preliminary Plan, and (ii) any subsequent alterations, additions or improvements whether or not Landlord's approvalconsent was required unless Landlord's written consent was obtained and unless at the time of providing its consent Landlord notified Tenant in writing that Tenant would not have to remove such items upon the expiration of the Lease Term. Landlord and Tenant agree that Tenant shall have the right, Landlord shall upon expiration or termination of this Lease, to remove any and all phone systems, furniture, fixtures and other personal property which are not permanently affixed to the Premises or which may be removed without significant change to the Premises (xincluding floor coverings, draperies, and/or removable shelves) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving that are installed in the Premises at Tenant's proposal sole expense; provided, however, that Tenant shall, at its sole cost, repair any damage caused by such removal, reasonable wear and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenanttear excepted.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion Other than the construction of the Premises is referred Project, which shall be governed by the provisions of Article III hereof, Borrowers shall obtain Lender’s prior consent to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time material alterations to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consentImprovements, which consent shall not be unreasonably withheld provided withheld, conditioned or delayed. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that such Alteration does will not (A) diminish have a material adverse effect on any Borrower’s financial condition, the value of the Premises applicable Property or the Net Operating Income, provided that such alterations (includinga) are made in connection with tenant improvement work performed pursuant to the terms of any Lease, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (Bb) do not materially adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the Building. Every exterior of any building constituting a part of any Improvements and the aggregate cost thereof does not exceed the Alteration shall be made Threshold Amount, or (c) are performed in connection with the Restoration of a Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement. To the extent Lender’s prior written approval is required pursuant to this Section 5.1.22, Lender shall have fifteen (15) Business Days from receipt of written request and any and all applicable laws, legal requirements reasonably required information and the Permitted Encumbrancesdocumentation relating thereto in which to approve or disapprove such request and such written request shall state thereon in bold letters of 14 point font or larger that action is required by Lender. If Tenant Lender fails to approve or disapprove the request within such fifteen (15) Business Days, Lender’s approval shall submit be deemed given. Should Lender fail to approve any such request, Lender shall give Borrowers written notice setting forth in reasonable detail the basis for such disapproval. In no event shall Lender require any “consent fee” as a request condition to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for any required approval. If Tenant submits a proposal the total unpaid amounts due and payable with respect to Landlord and Landlord disapproves alterations to the Improvements at any Property (other than such proposal within amounts to be paid or reimbursed by tenants under the twenty-one (21Leases) day shall at any time periodexceed the Alteration Threshold Amount, Tenant may submit another proposal with modifications thereto made in response Borrowers shall promptly deliver to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission Lender as security for the payment of such modified proposal. If Landlord does not approve or disapprove amounts and as additional security for Borrowers’ obligations under the Loan Documents any proposal or modified proposal of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a rating acceptable to Lender and that the applicable Rating Agencies have confirmed in writing will not, in and of itself, result in a downgrade, withdrawal or qualification of the then current ratings assigned to any Securities or any class thereof in connection with any Securitization, (D) a detailed explanation Letter of its objections within Credit, or (E) a completion and performance bond issued by an Approved Bank. Such security shall be in an amount equal to the excess of the total unpaid amounts with respect to alterations to the Improvements on the applicable seven Property (1other than such amounts to be paid or reimbursed by tenants under the Leases) or twenty-one (21) day periodover the Alteration Threshold Amount and during the continuance of an Event of Default, Tenant Lender may submit apply such security from time to Landlord a reminder notice, which shall state that Landlord's failure time at the option of Lender to disapprove the applicable proposal within seven (7) days after receipt of pay for such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantalterations.

Alterations. For purposes of this Lease, (a) Subtenant shall not make any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration alterations in or to the Premises without the prior written consent of Sublandlord (which consent Sublandlord shall not unreasonably withhold), and the Prime Landlord (to the extent required by the Prime Lease) in each instance, and without complying with the provisions of the Prime Lease. Sublandlord shall request Prime Landlord’s consent to any such alterations by Subtenant promptly upon Subtenant’s request. In the event Sublandlord fails to respond to any request for alterations made by Subtenant in writing (“Original Alterations Notice”) within fifteen (15) business days after Sublandlord’s receipt of such request, then Subtenant may resubmit such request in writing to Sublandlord with a notice set forth at the top of its request for approval, containing a legend in 14 point bold type which states in bold and all-capital letters: “URGENT NOTICE OF WAIVER OF RIGHTS BY SUBLANDLORD,” and the content of such notice identifies this Section and Article 6 of the of the Prime Lease and further states in bold and all capital letters: “IF SUBLANDLORD FAILS TO RESPOND TO THIS NOTICE WITHIN THREE (3) BUSINESS DAYS AFTER SUBLANDLORD’S RECEIPT OF SAME, THEN SUBLANDLORD’S CONSENT TO THE PROPOSED ALTERATIONS SHALL BE DEEMED TO HAVE BEEN GIVEN” (“Second Alterations Notice”). In the event Sublandlord receives a Second Alterations Notice, and if Sublandlord fails to respond thereto within such three (3) business day period, then Sublandlord’s consent solely to the alterations set forth in the Second Alterations Notice (if and only if such alterations have not been amended or modified in any way from those set forth in the Original Alterations Notice), shall automatically deemed to have been given. Nothing contained in the foregoing to the contrary shall in any way release Subtenant from the obligation to procure the Prime Landlord’s consent to any alterations, nor shall Sublandlord’s approval, or deemed approval, of any alterations constitute Prime Landlord’s consent to same, nor otherwise bind Prime Landlord in any way. Similarly, Prime Landlord’s consent to any alterations shall in no way constitute Sublandlord’s consent to same, nor, in way, bind Sublandlord. Prime Landlord’s required response to a request for its approval of any alterations shall be pursuant to the terms of the Prime Lease, and Sublandlord shall have no liability to Subtenant for Prime Landlord’s failure to comply with the terms thereof. (b) To the extent Sublandlord incurs any costs or expenses (whether as a result of charges by the Prime Landlord under the Prime Lease or Sublandlord’s own reasonable, out-of-pocket expenses in connection with any review), Subtenant shall reimburse Sublandlord for all such reasonable, out-of-pocket costs and charges, which fees shall not exceed One Thousand Five Hundred and No/100 Dollars ($1,500.00) for each review solely for Sublandlord (“Sublandlord’s Review Fee”), plus any sums due the Prime Landlord under the Prime Lease, within thirty (30) days after being billed therefor. Notwithstanding the foregoing, Sublandlord’s Review Fee shall not be applicable to the Work (as defined in the attached Work Letter). In the event that any mechanic’s lien is filed or recorded against the Premises or Building as a result of any work or act of, by, through, or for Subtenant, the Subtenant, at its expense, shall discharge or bond over the same so as to be in compliance with the Prime Lease within twenty (20) days from the filing or recording thereof. If Subtenant fails to discharge said mechanic’s lien within such twenty (20) day period, Sublandlord may bond or pay same without inquiring into the validity of merits or such lien, and all sums so advanced, plus interest at the Interest Rate (defined hereafter), shall be paid to Sublandlord upon demand as Additional Rent. At, or prior to, the end of the Term, Subtenant shall remove any alterations installed by, or for the benefit of, Subtenant, if required by Prime Landlord pursuant to the Prime Lease or, upon an Event of Default, if requested by Sublandlord (and such removal would be required under the Prime Lease at the end of the term therefor), and Subtenant shall repair any damage caused as a result of such removal, all at Subtenant’s sole cost and expense. As a condition to Sublandlord’s consent to any alterations (other than the Work), Sublandlord shall have the right to require Subtenant to deposit reasonable security with Sublandlord with respect to any alterations Subtenant intends to undertake, and Sublandlord shall have the right to establish a construction escrow for payment of such security deposit to pay for any construction costs directly to the contractor and subcontractors, all at Subtenant’s sole cost and expense. Notwithstanding the foregoing to the contrary, so long as: (i) without Landlord's consentSubtenant has a net worth in excess of Fifty Million and No/100 Dollars ($50,000,000.00), if such Alteration is performed as verified by Sublandlord in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building its reasonable judgment; and (ii) the aggregate anticipated cost of the alterations which Subtenant intends to perform in the case of any Alteration other twelve (12) month period is less than those permitted under clause Five Hundred Thousand and No/100 Dollars (i) above$500,000.00), with Landlord's prior consent, which consent then Subtenant shall not be unreasonably withheld provided that required to deposit additional security with respect to such Alteration does intended alterations. (c) Sublandlord shall not (A) diminish be entitled to any management, coordination or supervision fee in connection with any alterations made by Subtenant in the value of the Premises (Premises, including, by way of example only, but without limitation, by diminishing pursuant to the utility of Work Letter attached to the Improvements for use Sublease as a restaurant or diminishing Exhibit A. Notwithstanding the useful life of foregoing, nothing in this Section (c) shall prevent Sublandlord from collecting any such fees which are due and payable to Prime Landlord under the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder noticeSublease, which shall state that Sublandlord agrees to promptly pay to Prime Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenant.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect All improvements and alterations to all or any portion of the Leased Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration by Tenant shall be installed at the cost and expense of Tenant (which cost shall be payable on demand by Landlord as additional rent), but only in accordance with plans and specifications which have been previously submitted to and approved in writing by Landlord, and only by Landlord or to the Premises by contractors and subcontractors approved in writing by Landlord (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent approval shall not be unreasonably withheld provided that withheld). In connection with any request for an approval of alterations by Tenant, Landlord may retain the services of an architect and/or engineer and Tenant shall reimburse Landlord for the reasonable fees of such Alteration does not (A) diminish architect and/or engineer. All alterations, additions, improvements and partitions erected by Tenant shall be and remain the value property of Tenant during the term of this Lease and Tenant shall, unless Landlord otherwise elects as hereinafter provided, remove all alterations, improvements and partitions erected by Tenant and restore the Leased Premises to its original condition by the date of termination of this Lease or upon earlier vacating of the Premises (includingLeased Premises; provided, by way however, that, if at such time Landlord so elects, such alterations, additions, improvements and partitions shall become the property of example only, but without limitation, by diminishing the utility Landlord as of the Improvements for use as a restaurant date of termination of this Lease or diminishing the useful life upon earlier vacating of the Improvements), except Leased Premises and title shall pass to Landlord under this Lease as by a de minimis extent, ▇▇▇▇ of sale. All such removals and restoration shall be accomplished in a good workmanlike manner by contractors approved in writing by Landlord so as not to damage the primary structure or (B) adversely affect any structural component qualities of the Building. Every Alteration All alterations, additions or improvements proposed by Tenant shall be made constructed in accordance with all applicable governmental laws, legal requirements ordinances, rules and the Permitted Encumbrances. If regulations and Tenant shall submit a request shall, prior to Landlord for construction, provide such assurances to Landlord's approval , including but not limited to, waivers of an Alteration which requires Landlord's approvallien, surety company performance bonds and personal guaranties of individuals of substance, as Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days require to assure payment of receiving Tenantthe costs thereof and to protect Landlord against any loss from any mechanics', laborers', materialmen's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantother liens.

Alterations. For purposes of this LeaseLessee shall at its own expense, any physical improvement additionmake, enhancement or change with respect procure the making of, such alterations and modifications in and additions to all or any portion of the Premises is referred to Airframe and Engines as an "Alteration." Tenant or Franchisor shall have the right at any time and may be required from time to time during to meet the Term standards of the Aviation Authority or any Government Entity having jurisdiction in any country, state, county or other political subdivision in or over which the Aircraft is flown or the FAA and any mandatory or recommended service bulletins of the Manufacturer. In addition, Lessee may, at its own expense, from time to make time, make, or cause procure the making of, such alterations and modifications in and additions including the making of any improvements to the Airframe or any Engine as Lessee may deem desirable in the proper conduct of its business, including, removal of Parts (for purposes of this Clause 16.4, Obsolete Parts) which Lessee deems obsolete or no longer suitable or appropriate for use in the Airframe or such Engine, provided that no such alteration, modification, addition or removal shall cost over US$ 200,000, or alter the fundamental nature of the Aircraft as a passenger carrying aircraft, or change its original type design or configuration, or materially diminish the value or utility of the Airframe or any such Engine, or impair the condition or airworthiness thereof, below the value, utility, condition and airworthiness thereof immediately prior to such alteration, modification, addition or removal assuming such Airframe or Engine was then in the condition and repair required to be made any Alteration maintained by the terms of this Agreement. Title to all Parts incorporated or installed in or attached or added to the Premises (i) without Landlord's consentAirframe or any such Engine as the result of such alteration, if such Alteration is performed modification or addition shall be vested in order Owner Trustee, subject to comply with any of Tenant's agreements with Franchisor the Mortgage, and such Alteration does not adversely affect any structural component shall forthwith be deemed Part of the Building and (ii) in Airframe or such Engine. Neither Owner Trustee, Lender nor Lessor shall be required under any circumstances to pay directly for any alteration, modification or addition to the case of any Alteration Aircraft or to reimburse Lessee for the cost thereof. Any other alterations other than those permitted under clause (i) above, with Landlordaccording to Clause 16.5 require Lessor's prior written consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantdelayed.

Alterations. Subsequent to the completion of any Landlord’s Work pursuant to Section 2, if any, Tenant shall not attach any fixtures, equipment or other items to the Premises, or paint or make any other additions, changes, alterations, repairs or improvements (collectively hereinafter “Alterations”) to the Premises, Building , Property, or Center without Landlord’s prior written consent, which with respect to Alterations to the Premises will not be unreasonably withheld so long as Tenant is not then in default of this Lease (beyond any applicable cure period). For purposes any proposed work in excess of $5,000 or that involves any Alterations to the structure of the Building or the Systems and Equipment, Landlord may condition its consent on Tenant’s delivery to Landlord of a letter of credit or completion bond in the amount of 50% of the estimated cost of the Alterations, conditioned upon Tenant’s timely completion of the work and payment of all persons having lien rights on account of the work. If Landlord consents to any Alterations, Landlord may post notices of nonresponsibility in accordance with law. Any Alterations so made shall remain on and be surrendered with the Premises upon expiration or earlier termination of this Lease, except that Landlord may, within thirty (30) days before expiration of this Lease or within thirty (30) days after earlier termination of this Lease elect to require Tenant to remove any physical improvement additionor all Alterations at Tenant’s sole cost and expense; provided, enhancement or change with respect to all or any portion of however, at the Premises is referred to as an "Alteration." time Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements submits plans for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request requested Alterations to Landlord for Landlord's approval of an Alteration which requires Landlord's ’s approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response request Landlord to Landlord's objections identify which Alterations Landlord may require Tenant to remove at the termination of or expiration of this Lease, and Landlord shall so approve make such identification simultaneous with its approval (if any) of the Alterations. If Landlord elects to require removal of Alterations, then at its own and sole cost Tenant shall restore the Premises to the condition prior to the installation of the alteration (reasonable wear and tear, condemnation and casualty damage excepted), before the last day of the term or disapprove same within seven thirty (730) days after submission notice of such modified proposalits election is given, whichever is later. If Landlord does not approve or disapprove after receiving Landlord’s consent to any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day periodalteration, Tenant may submit changes or modifies its planned alteration, Tenant shall obtain Landlord’s consent to all such changes and modifications. Landlord a reminder notice, which shall state that Landlord's failure consents to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt all of Tenant's reminder notice, Landlord shall be deemed ’s Alterations to have approved the Alterations proposed by TenantPremises in existence on the date of this Lease.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to not make or cause permit to be made any Alteration material alterations, changes or additions in or to the Premises without prior written consent of Landlord; it being understood that Landlord’s consent shall not be required for any alterations, changes or improvements that satisfies all of the following criteria (a “Permitted Alteration”): (i) without Landlord's consent, if such Alteration is performed will not cost more than Twenty Five Thousand Dollars ($25,000.00) in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and year; (ii) in is not visible from the case exterior of any Alteration other than those permitted under clause the Premises or Buildings; and (iiii) above, with Landlord's prior consent, which it will not affect the structural elements of the Buildings or the systems serving the Building. Such consent shall not be unreasonably withheld provided that withheld. Any such Alteration does not (A) diminish approved changes or additions shall be done either by or under the value direction of Landlord at the cost of Tenant, and excepting any trade fixtures shall become immediately the property of Landlord, and shall remain upon and be surrendered with the Premises upon expiration or earlier termination of the Term of this Lease. Any movable furniture remaining on the Premises (including, by way of example only, but without limitation, by diminishing at the utility end of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration Term hereof shall be made removed by Tenant or if not so removed, shall, at the option of Landlord, become the property of Landlord, and may be sold or retained by Landlord without duty to pay Tenant any amount or account to Tenant for the proceeds of any sale. Tenant hereby waives the provisions of Civil Code 1980-1991 at they may apply to any disposition of any personal property remaining at the Premises after a default and agrees that (a) this Lease shall be a ▇▇▇▇ of sale with respect to any personal property remaining on the Premises and (b) sale or other disposition of such personal property conducted in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant this Lease shall submit a request to Landlord for Landlord's approval be an accepted method of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission disposing of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal personal property in writing with a detailed explanation lieu of its objections within the applicable seven (1) or twentymethod provided by Sections 1980-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove 1991 of the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by TenantCivil Code.

Alterations. For purposes of this LeaseTenant shall make no alterations, any physical improvement additioninstallations, enhancement changes or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration additions in or to the Premises or the Project (icollectively, “Alterations”) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's ’s prior written consent, which consent shall not be unreasonably withheld or conditioned. However, for jobs expected to cost in excess of $500,000.00, Landlord may condition its consent on Tenant obtaining a lien and completion bond or some alternate form of security to ensure the lien free completion of such Alteration if such requirement is reasonably justified by the size of the job and Tenant’s then financial condition. Notwithstanding anything to the contrary contained herein, Tenant may make strictly cosmetic changes to the finish work in the Premises and other modifications to the Premises that do not require a permit (collectively, “Cosmetic Alterations”), without Landlord’s consent, provided that the aggregate cost of any such alterations does not exceed $100,000.00 in any twelve (12) month period (except that such $100,000.00 limit shall not apply to painting or installation of new carpet), and further provided that such Alteration does alterations do not (Ai) diminish require any structural or other substantial modifications to the value Premises, (ii) require any changes to, nor adversely affect, the systems and equipment of the Premises Project (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvementssprinkler system), except to a de minimis extent, or (Biii) adversely affect any structural component the exterior appearance of the BuildingProject. Every Tenant shall give Landlord at least fifteen (15) days prior notice of such Cosmetic Alterations, which notice shall be accompanied by reasonably adequate evidence that such changes meet the criteria contained in this Section 9(c). Any Alterations approved by Landlord must be performed in accordance with the terms hereof, using only contractors or mechanics reasonably approved by Landlord in writing and upon the approval by Landlord in writing of fully detailed and dimensioned plans and specifications pertaining to the Alterations in question, to be prepared and submitted by Tenant at its sole cost and expense. If Landlord fails to disapprove a proposed Alteration within ten (10) days after Tenant delivers a written request to approve the same together with plans and specifications as described above, Tenant may send Landlord written notice of such failure and if Landlord still fails to respond within five (5) days after Tenant’s proper delivery of such notice, such Alteration shall be made deemed approved by Landlord. Tenant shall at its sole cost and expense obtain all necessary approvals and permits pertaining to any Alterations. Tenant shall cause all Alterations to be performed in accordance a good and workmanlike manner, in conformance with all applicable federal, state, county and municipal laws, legal requirements rules and the Permitted Encumbrances. If Tenant shall submit regulations, pursuant to a request to Landlord for valid building permit, and in conformance with Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal ’s reasonable construction rules and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantregulations.

Alterations. For purposes Tenant shall not make, without the prior written consent of this LeaseLandlord, any physical improvement additionalterations, enhancement additions or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or improvements to the Premises Premises; provided, however, Landlord's prior consent shall not be required if such alteration (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration a non-structural alteration which does not adversely affect any structural component systems of the Building and (ii) in the case of will cost, for any Alteration other one such alteration, less than those permitted under clause (i) above, with Landlord's prior $50,000. Landlord shall not unreasonably withhold such consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved consented to any request by Tenant for a consent, if Landlord does not respond to such request within fourteen (14) days thereafter, provided that Tenant shall have first furnished to Landlord for approval plans and specifications, names and addresses of contractors, copies of contracts, and instruments of indemnification against any and all claims, costs, expenses, damages and liabilities which may arise in connection with such work, all in such form, substance and amount as may be satisfactory to Landlord. In addition, prior to commencement of any such work or delivery of any materials into the Alterations proposed Premises, Tenant shall provide Landlord with necessary permits and licenses and appropriate evidence of Tenant's ability to pay for such work and materials in full, and if requested by TenantLandlord, shall deposit with Landlord at such time such security for the payment of said work and materials as Landlord may require. All alterations, additions and improvements shall be installed in a good, workmanlike manner and only new, high-grade materials shall be used. Tenant further agrees to hold Landlord harmless from any and all liabilities of every kind and description which may arise out of or be connected in any way with said alterations, additions or improvements. Before commencing any work in connection with such alterations, additions or improvements, Tenant shall furnish Landlord with certificates of insurance from all contractors performing labor or furnishing materials insuring Landlord against any and all liabilities which may arise out of or may be connected in any way with said alterations, additions or improvements. Tenant shall permit Landlord to supervise construction operations in connection with the foregoing work if Landlord requests to do so. Tenant shall pay the cost of all such alterations, additions and improvements, as well as the cost of decorating the Premises occasioned by such alterations, additions and improvements, including the cost of labor and materials. Upon completing any alterations, additions or improvements, Tenant shall furnish Landlord with contractors' affidavits in form required by law, and full and final waivers of lien and receipted bills covering all labor and materials expended and used. All alterations, additions and improvements shall comply with all insurance requirements and with all city and county ordinances and regulations and with the requirements of all state and federal statutes and regulations.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to not make or cause permit to be made any Alteration in alterations, additions or improvements in, upon or to the Premises (i) without Landlord's consentLeased Premises, if such Alteration is performed in order to comply with or any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component part of the Building and (ii) in Leased Premises, without the case prior written consent of any Alteration other than those permitted under clause (i) aboveLandlord. In the event such consent is obtained, with Landlord's prior consentall such alterations, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant additions or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration improvements shall be made performed at the expense of Tenant in a good, workmanlike manner, free from faults and defects and in accordance with all applicable lawslaws and building codes and plans and specifications approved by Landlord. Tenant shall not allow any construction liens to attach to the Leased Premises or the Property, legal requirements Building or Improvements in connection with any such alteration, and the Permitted Encumbrances. If failure of Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall have any such lien released within ten (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (710) days after submission written notice from Landlord shall constitute a default under this Lease. In addition, Tenant shall indemnify, defend and hold Landlord harmless from any and all costs and expenses incurred by Landlord in connection with such construction liens, including, without limitation, attorneys fees and costs of litigation. All alterations, additions or improvements (except trade fixtures) so made and installed by Tenant shall become part of the realty, shall become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good condition as they were when installed, reasonable wear and tear excepted; provided, however, that any such alteration, addition or improvement remaining at the end of the term or other expiration of this Lease, shall upon demand made by Landlord, be removed by Tenant, at Tenant’s expense, and Tenant shall repair any damage caused by such removal, restoring the Leased Premises to their condition prior to the making of such modified proposal. If Landlord does not approve alteration, addition or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantimprovement.

Alterations. For purposes of this LeaseExcept for non-structural Alterations that (i) do not exceed $5,000 in the aggregate, any physical improvement addition, enhancement or change with respect to all or any portion (ii) are not visible from the exterior of the Premises is referred to as an "Alteration." Premises, (iii) do not affect any Building System or the structural strength of the Building, (iv) do not require penetrations into the floor, ceiling or walls, and (v) do not require work within the walls, below the floor or above the ceiling, Tenant or Franchisor shall have the right at any time and from time to time during the Term to not make or cause to be made permit any Alteration Alterations in or to the Premises (i) without first obtaining Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior ’s consent, which consent shall not be unreasonably withheld withheld. With respect to any Alterations made by or on behalf of Tenant (whether or not the Alteration requires Landlord’s consent): (i) not less than 10 days prior to commencing any Alteration, Tenant shall deliver to Landlord the plans, specifications and necessary permits for the Alteration, together with certificates evidencing that Tenant’s contractors and subcontractors have adequate insurance coverage naming Landlord, Liberty Property Trust and any other associated or affiliated entity as their interests may appear as additional insureds, (ii) Tenant shall obtain Landlord’s prior written approval of any contractor or subcontractor, which approval shall not be unreasonably withheld, (iii) the Alteration shall be constructed with new materials, in a good and workmanlike manner, and in compliance with all Laws and the plans and specifications delivered to, and, if required above, approved by Landlord, (iv) Tenant shall pay Landlord all reasonable costs and expenses in connection with Landlord’s review of Tenant’s plans and specifications, and of any supervision or inspection of the construction Landlord deems necessary, and (v) upon Landlord’s request Tenant shall, prior to commencing any Alteration, provide Landlord reasonable security against liens arising out of such construction. Any Alteration by Tenant shall be the property of Tenant until the expiration or termination of this Lease; at that time without payment by Landlord the Alteration shall remain on the Property and become the property of Landlord unless Landlord gives notice to Tenant to remove it, in which event Tenant will remove it, will repair any resulting damage and will restore the Premises to the condition existing prior to Tenant’s Alteration. At Tenant’s request prior to Tenant making any Alterations, Landlord will notify Tenant whether Tenant is required to remove the Alterations at the expiration or termination of this Lease. Tenant may install its trade fixtures, furniture and equipment in the Premises, provided that such Alteration does the installation and removal of them will not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component portion of the Building. Every Alteration shall be made in accordance with all applicable lawsProperty, legal requirements and any Building System or any other equipment or facilities serving the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval Building or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantoccupant.

Alterations. For purposes of this Lease(a) Brillian shall not make any building or leasehold alterations or additions, including remodeling or signage, without first obtaining Master Landlord's and TFS's consent, which TFS's and Master Landlord's consent may be withheld in their sole discretion. If any physical improvement additionsuch alterations or additions are made, enhancement or change with respect Brillian agrees not to all permit any mechanics' liens to be placed on the Sublet Premises or any portion thereof and to cause any contract for work to be done at the Sublet Premises to contain a waiver of the contractor's right to file a mechanics' lien. Any alterations of any kind to the Sublet Premises is referred or any part thereof, except Brillian's trade fixtures which can be removed without damage or defacement to the Sublet Premises or any other portion of the Building, shall be surrendered with the Sublet Premises, as an "Alterationa part thereof, at the end of the Sublease Term; provided, however, that TFS may require at the time TFS and Master Landlord consent to such alteration or fixture Brillian to remove any alterations or fixtures made by Brillian, and to repair any damage to the Sublet Premises caused by such removal, all at Brillian's sole expense. Any alterations installed by Brillian shall be deemed a part of the Sublet Premises and shall be maintained and repaired by Brillian in the same manner as that required for all other portions of the Sublet Premises." Tenant or Franchisor (b) Brillian shall have the right at any time and from time to time during place a sign or signs on the Term to make or cause to be made any Alteration in or to facade of the Premises Building, provided, however: (i) without Landlord's consentTFS (and the Master Landlord to the extent that such consent from the Master Landlord is required under the Master Lease) shall have the right to consent to the size, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor style, and such Alteration does not adversely affect any structural component of the Building and (ii) in the case location of any Alteration other than those permitted under clause (i) above, with Landlord's prior consentsuch signs, which consent shall not be unreasonably withheld provided that or delayed; (ii) any such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration signs shall be made in accordance comply with all applicable laws, legal requirements rules, regulations, and covenants, conditions, and restrictions of record; and (iii) TFS may require that Brillian remove any such signs at the Permitted Encumbrances. If Tenant shall submit a request expiration of the Term and repair any damage to Landlord for Landlordthe Building caused by such removal, all at Brillian's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantsole expense.

Alterations. For purposes Tenant shall not make any alterations, additions, or improvements to the Leased Premises without Landlord’s prior written consent. Tenant shall promptly remove any alterations, additions, or improvements constructed in violation of this paragraph upon Landlord’s written request. All approved alterations, additions, and improvements will be accomplished in a good and workmanlike manner, in conformity with all applicable laws and regulations, and by a contractor approved by Landlord. Tenant shall apply for and obtain all requisite approvals, consents or permits for such work, at Tenant’s sole cost and expense. Landlord may require Tenant to remove any alterations, additions or improvements (whether or not made with Landlord’s consent) at the termination of this Lease and to restore the Premises to its prior condition, all at Tenant’s expense. All alterations, additions and improvements which Landlord has not required Tenant to remove shall become Landlord’s property and shall be surrendered to Landlord upon the termination of this Lease, except that Tenant may remove any physical improvement additionof Tenant’s furniture and equipment which can be removed without material damage to the Leased Premises. Tenant shall repair, enhancement at Tenant’s expense, any damage to the Leased Premises caused by the removal of any such furniture or change equipment. Tenant shall keep the property free from any and all liens arising out of the work performed or materials furnished in making improvements to the Leased Premises, and if a lien shall be filed will post a bond or otherwise cause same to be removed within five (5) days of notice thereof. Tenant shall not have the right to encumber the Leased Premises, including any covenants and restrictions or liens of any kind whatsoever. Tenant shall strictly comply with the Construction Lien Law of the State of Florida. Tenant agrees to obtain and deliver to Landlord prior to the commencement of any work or alteration or the delivery of any materials, a written and unconditional waiver of contractors’ liens with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consentLeased Premises, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case parcel for all work, service or materials to be furnished at the request or for the benefit of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish Tenant to the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by TenantPremises.

Alterations. For purposes of this Lease, Borrower shall obtain Lender’s prior written consent to any physical improvement addition, enhancement or change with respect alterations to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consentImprovements, which consent shall not be unreasonably withheld except with respect to any alterations to any Improvements which may have a material adverse effect on Borrower’s financial condition, the value of any Property or the Net Operating Income with respect to any Property. Notwithstanding the foregoing, Lender’s consent shall not be required in connection with any alterations that will not have a material adverse effect on Borrower’s financial condition, the value of any Property or the Net Operating Income with respect to any Property, provided that such Alteration does not alterations (Aa) diminish are either work performed pursuant to the value terms of any Lease approved or deemed approved in accordance with the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extentterms hereof, or the costs for such alterations are adequately covered in the current Approved Annual Budget, (Bb) do not adversely affect any structural component of any Improvements, any utility or HVAC system contained in any Improvements or the Building. Every Alteration shall be made exterior of any Building constituting a part of any Improvements and (c) the aggregate cost thereof for all of the Properties combined (not including the cost of any previous alterations which have been satisfactorily completed and indefeasibly paid for in full prior to the commencement of such new alterations), and for any individual Property, does not exceed the Threshold Amount for the applicable Property, or (d) are performed in connection with Restoration after the occurrence of a Casualty in accordance with all applicable laws, legal requirements the terms and the Permitted Encumbrancesprovisions of this Agreement. If Tenant the total unpaid amounts due and payable with respect to alterations to the Improvements at any Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) shall submit at any time exceed the Threshold Amount, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for the Obligations any of the following: (i) cash or U.S. Obligations or (ii) an irrevocable letter of credit (payable on sight draft only) issued by a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or financial institution (y) disapprove Tenant's proposal in writing with having a detailed explanation rating by S&P of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within not less than “A-1+” if the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission term of such modified proposalbond or letter of credit is no longer than three (3) months or, if such term is in excess of three (3) months, issued by a financial institution having a rating that is acceptable to Lender, and (z) with respect to which each Approved Rating Agency has issued a Rating Agency Confirmation. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice Such security shall be deemed in an amount equal to constitute Landlord's approval thereof. If Landlord does not disapprove the excess of the total unpaid amounts with respect to alterations to the Improvements on such proposal Property (other than such amounts to be paid or modified proposal in writing with a detailed explanation reimbursed by Tenants under the Leases) over the Threshold Amount and Lender may apply such security from time to time at the option of Landlord's objections Lender to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantpay for such alterations.

Alterations. For purposes Following the construction of this Lease, any physical improvement addition, enhancement or change with respect Tenant Improvements to all or any portion of the Premises is referred to as an "Alteration." under Article 4 above, Tenant will not thereafter make any alterations, repairs, additions or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration improvements in or to the Premises (i) without Landlord's consentfor purposes of this Article, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect the foregoing being referred to as the “Work”) which (a) exceeds $200,000.00 in the aggregate during any structural component 12-month period, (b) is visible from the exterior of the Building and or (iic) would add, disturb or in any way adversely change any Building Systems or structural portions of the case Building, without the prior written consent of any Alteration other than those permitted under clause the Landlord (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (Awithheld, conditioned or delayed) diminish as to the value character of the Premises (Work, the manner of doing the Work including payment and financial security mechanisms associated therewith, and the contractor(s) doing the Work. Notwithstanding the foregoing, if reinforcement of the floor or any slab is required, as reasonably determined by Tenant’s architect, then Tenant may perform such Work subject to reasonably conditions which Landlord may impose as Landlord deems necessary or appropriate. For the Tenant Improvements and as a condition to Landlord’s consent to Work proposed by Tenant, Landlord may impose such conditions with respect thereto as Landlord reasonably deems appropriate, including, by way of example only, but without limitation, by diminishing requiring Tenant to remove such Tenant Improvements or Work at the utility end of the Improvements Term and repair any damages resulting from such removal (which shall be deemed required in the absence of Landlord’s written consent or agreement to the contrary), insurance against liabilities that may arise out of such Work, plans and specifications approved by Landlord and permits necessary for use as such Work. If such Work is performed by contractor(s) not retained by Landlord, Tenant shall upon completion of such Work, (i) deliver to Landlord evidence that payment for all such Work has been made by Tenant, contractors’ affidavits and full and final mechanic’s lien waivers and (ii) for Work requiring Landlord’s consent, pay to Landlord a restaurant or diminishing the useful life construction supervision fee of four percent (4%) of the total hard cost of such Work, but in no event less than $500.00 to reimburse Landlord for the costs incurred by its construction manager in inspecting and supervising such Work (for avoidance of doubt, no such fee shall be required with respect to the Tenant Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration All such Work shall be made done in accordance a good and workmanlike manner using quality materials and shall comply with all applicable governmental laws, legal requirements ordinances, rules and regulations. Tenant agrees to indemnify and hold Landlord free and harmless from any liability, loss, cost, damage or expense (including reasonable attorney’s fees) by reason of any of such Work. The provisions of Article 17 of this Lease Agreement shall apply to all Work performed under this Article. Notwithstanding anything to the Permitted Encumbrances. If contrary herein, Tenant shall submit a request have the right to Landlord for retain its own licensed and appropriately insured and bonded contractor to make future alterations which are cosmetic in nature, not visible from the exterior, and do not impact building structure or Building Systems without Landlord's approval ’s consent and with no overhead charges paid to same (provided that the aggregate cost of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twentyalterations in any 6-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time month period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord measured as one project, does not approve or disapprove any proposal or modified proposal exceed the threshold set forth in writing with a detailed explanation the first sentence of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantimmediately preceding paragraph).

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to not make or cause suffer to be made any Alteration in alteration, addition or improvement to or of the Premises or any part thereof (collectively referred to herein as “alterations”) without (i) without Landlord's consent, if such Alteration is performed in order to comply with any the prior written consent of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and Landlord (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided and Landlord further agrees that Landlord shall not raise the basic rent as of condition of such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvementsconsent), except to (ii) a de minimis extent, or valid building permit issued by the appropriate governmental authority and (Biii) adversely affect any structural component of the Building. Every Alteration shall be made in accordance otherwise complying with all applicable laws, legal regulations and requirements of governmental agencies having jurisdiction and with the rules, regulations and requirements of any board of fire underwriters or similar body. Any alteration made by Tenant (excluding moveable furniture and trade fixtures not attached to the Premises) shall at once become a part of the Premises and belong to Landlord. Without limiting the foregoing, all heating, lighting, electrical (including all wiring, conduit, outlets, drops, ▇▇▇▇ ducts, main and subpanels), air conditioning, partitioning, drapery and carpet installations made by Tenant, regardless of how attached to the Premises, together with all other alterations that have become an integral part of the Project in which the Premises are a part, shall be and become part of the Premises and belong to Landlord upon installation and shall not be deemed trade fixtures, and shall remain upon and be surrendered with the Premises at the termination of the lease. If Landlord consents to the making of any alteration by Tenant, the same shall be made by Tenant at its sole risk, cost and expense and only after Landlord’s written approval of any contractor or person selected by Tenant for that purpose (provided that Landlord waives the right to approve such contractor or person if the same is a duly licensed contractor and a valid building permit is issued by the appropriate governmental authority), and the Permitted Encumbrancessame shall be made at such time and in such manner as Landlord may from time to time designate. Tenant shall, if required by Landlord, secure at Tenant’s cost a completion and lien indemnity bond for such work. Upon the expiration or sooner termination of the term, Landlord may, at is sole option, require Tenant, at Tenant’s sole cost and expense, to promptly both remove any such alteration made by Tenant and designated by Landlord to be removed and repair any damage to the Premises caused by such removal. Any moveable furniture and equipment or trade fixtures remaining on the Premises at the expiration or other termination of the term shall become the property of the Landlord unless promptly removed by Tenant. If Tenant during the term, and subject to paragraph 7 above, any alteration, addition or change of the Premises or the Project is required by law, regulation, ordinance or order of any public or quasi-public authority, Tenant, at its sole cost and expense, shall submit a request promptly make the same. If during the term any alterations, additions or changes to Landlord the Common Area or to the Project in which the Premises is located is required by law, regulation, ordinance or order of any public or quasi-public authority, and it is impractical in the Landlord’s judgment for Landlord's approval of an Alteration which requires Landlord's approvalthe affected tenants to individually make such alterations, additions or changes, Landlord shall (x) approve make such Alteration proposed by alterations, additions or changes and the cost thereof shall be a common area charge and Tenant within twenty-one (21) days shall pay its percentage share of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal such cost to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made as provided in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantparagraph 16.

Alterations. For purposes of this LeaseTenant shall not make or perform, or permit the making or performance of, any alterations, installations, improvements, additions or other physical improvement addition, enhancement changes in or change with respect to all or any portion of about the Leased Premises is (referred to collectively as an "Alteration“Alterations”) without Landlord’s prior written consent." ,. All plans, specifications and details for such Alterations, and all contractors performing the Alterations are subject to the prior written approval of Landlord. In the event Landlord grants such consent and permits Tenant or Franchisor to contract out such work, such Alterations shall have be made and performed in conformity with and subject to the right following provisions: (i) all Alterations shall be made and performed at any Tenant’s sole cost and expense and at such time and in such manner as Landlord may reasonably from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and designate; (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration all Alterations shall be made performed by adequately insured contractors approved by Landlord and in a good and workmanlike manner in accordance with all applicable lawsLegal Requirements, legal requirements and Tenant shall indemnify and hold harmless Landlord from and against any and all costs, expenses, claims, liens and damages to person or property resulting from the Permitted Encumbrances. If making of any such alterations, decorations, additions or improvements in or to the Leased Premises or the Building; (iii) no Alteration shall affect any part of the Building other than the Leased Premises or adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building; (iv) all business machines and mechanical equipment shall be placed and maintained by Tenant in settings sufficient in Landlord’s reasonable judgment to absorb and prevent vibration, noise and annoyance to other tenants or occupants of the Building; (v) Tenant shall submit a request to Landlord reasonably detailed written plans and specifications for each proposed alteration and shall not commence any such Alteration without first obtaining Landlord's ’s written approval of an Alteration which requires such plans and specifications; (vi) all Alterations in or to the electrical facilities in or serving the Leased Premises shall be subject to the provisions of Section 5 relating to exceeding electrical capacity; (vii) notwithstanding Landlord's approval’s approval of plans and specifications for any Alteration, Landlord all Alterations shall be made and performed in full compliance with all Legal Requirements and in accordance with the Rules and Regulations; and (xviii) approve such Alteration proposed by Tenant within twenty-one (21) days all materials and equipment to be incorporated in the Leased Premises as a result of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation all Alterations shall be of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approvalgood quality. If building or other permits from governmental authorities are required for any Alterations, Tenant submits a proposal shall obtain such permits and deliver copies thereof to Landlord and Landlord disapproves before work on such proposal within the twenty-one (21) day time periodAlterations is begun. After any Alterations are completed, Tenant may submit another proposal with modifications thereto shall cause all required governmental inspections of the Alterations to be made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit deliver to Landlord a reminder notice, which shall state that Landlord's failure to disapprove copy of the applicable proposal within seven (7) days after receipt inspection report and one complete set of the “as built” plans for such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by TenantAlterations.

Alterations. For purposes of this LeaseExcept for Permitted Alterations (as defined below), any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration not permit alterations in or to the Leased Premises (i) without Landlord's consent, if such Alteration is performed unless and until the plans have been approved by Landlord in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consentwriting, which consent approval shall not be unreasonably withheld provided that withheld, conditioned or delayed. As a condition of such Alteration does not (A) diminish approval, Landlord may require Tenant to remove the value alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at Landlord's option become a part of the Premises (includingrealty and the property of Landlord, and shall not be removed by way Tenant. Notwithstanding the foregoing, Tenant shall not be obligated to remove any of example only, but without limitation, by diminishing the utility Landlord's Work or any Permitted Alterations and Landlord may not require Tenant to remove any other alterations that are of the Improvements a type customary for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Buildingfirst-class office buildings. Every Alteration Tenant shall ensure that all alterations shall be made in accordance with all applicable laws, legal requirements regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the Permitted Encumbrancesoriginal construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute a consent by Landlord to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall submit a request cause such lien to Landlord for Landlord's approval be discharged of an Alteration which requires Landlord's approval, Landlord shall record within thirty (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (730) days after submission of such modified proposalfiling. If Tenant shall indemnify Landlord does not approve from all costs, losses, expenses and attorneys' fees in connection with any construction or disapprove alteration and any proposal or modified proposal in writing with a detailed explanation of its objections within related lien. Notwithstanding anything to the applicable seven (1) or twenty-one (21) day periodcontrary set forth hereinabove, Tenant may submit to Landlord a reminder noticemay, which shall state that without Landlord's failure prior approval but with written notice to disapprove Landlord, along with permits and drawings to the applicable proposal within seven extent required, make any alterations, improvements or additions to the Leased Premises (7"Permitted Alterations"), so long as they (i) days after receipt do not affect the Building structure, (ii) do not adversely affect the value of the Building, (iii) do not materially, adversely affect any of the Building systems, (iv) are not visible from the exterior of the Building, (v) are of a type customary for first-class office buildings, (vi) do not materially increase the cost of demolition of the Premises Improvements, and (vii) only if and to the extent the alteration is of a type not customary for first-class office buildings, restore the affected portion of the Leased Premises to its condition prior to such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantmodification.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the sole and complete right at any time and from time to time during the Term to make authority, without Landlord’s consent or cause to be made any Alteration in or approval but subject to the Premises provisions contained in any REAs and Overleases relating to alterations, to alter or change each Property Location in any way, including, without limitation, dividing each Property Location (excluding any subdivision of any land) and adding additional signage; provided that (i) without Landlord's consentTenant gives Landlord prior written notice of any material alterations, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) at any one time Tenant may not make any proposed structural alterations to any Property Location in excess of Two Million Dollars ($2,000,000) per Lease Year, increased annually based on increases in the case of any CPI (as defined in Section 31.16) (the “Alteration other than those permitted under clause (i) aboveCap”), with without Landlord's ’s prior written consent, which consent shall not be unreasonably withheld provided unreasonably, withheld, conditioned or delayed, it being understood, however, that the refusal or failure of Landlord’s Mortgagee to grant consent (to the extent required and applicable) to the alterations shall be a reasonable basis for Landlord to withhold its consent. For the purposes of this Lease, the term “structural” shall mean the roof, foundation or load-bearing walls of any Building. In addition, Tenant shall not demolish, replace or materially alter any structural or non-structural portions of any Building or any other improvements located on a Property Location, or any part thereof, or make any addition thereto, whether voluntary or in connection with a repair or Restoration (as defined in Section 14.01) required by this Lease (collectively, the “Capital Improvement”), unless Tenant shall comply with the following requirements: (a) Each Capital Improvement, when completed, shall be of such Alteration does a character as not (A) diminish to materially reduce the value of the Premises applicable Property Location below its value immediately before construction of such Capital Improvement was commenced; (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (Bb) adversely affect any structural component of the Building. Every Alteration Each Capital Improvement shall be made with reasonable diligence (subject to Force Majeure) and in accordance a good and workmanlike manner and in compliance with all applicable lawspermits and authorizations and, legal requirements as applicable, any of the REAs and Overleases. No Capital Improvement shall impair the safety or structural integrity of the applicable Building; (c) In connection with the construction of any Capital Improvement, the applicable Property Location and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval assets of an Alteration which requires Landlord's approval, Landlord shall (xsubject to the provisions of Article 26) approve at all times be free of liens for work, services, labor and materials supplied or claimed to have been supplied to the applicable Property Location; (d) No structural Capital Improvement shall be undertaken without obtaining the insurance required by Section 6.01 hereof, and “all risk” builder’s risk property insurance for the full replacement cost of the subject Capital Improvement on a completed value basis; (e) No Capital Improvement shall be undertaken until Tenant shall have procured and paid for, insofar as the same may be required from time to time, all permits and authorizations of all governmental authorities for such Alteration proposed by Capital Improvement. Landlord shall join in the application for such permit or authorization and cooperate with Tenant within twenty-one (21) days and execute any additional documents as may be necessary to allow Tenant to complete the alterations and changes, provided it is made without cost, liability, obligation or expense to Landlord. Tenant agrees that it will defend, indemnify and hold harmless the Landlord Indemnified Parties from and against any and all Losses arising from or related to construction of receiving Tenant's proposal any Capital Improvements and request for approval or (y) disapprove Tenant's proposal any failure to comply with the requirements in writing connection with a detailed explanation Capital Improvement as described in this Section; (f) All Capital Improvements shall be deemed a part of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal the Premises and, except as set forth in Section 7.02, belong to Landlord at the expiration or early termination of the Term, and Tenant shall execute and deliver to Landlord disapproves such proposal within instruments as Landlord may require to evidence the twenty-ownership by Landlord of such Capital Improvements; and (g) Excluding Capital Improvements required as a result of any condemnation or casualty or required to comply with Legal Requirements, the maximum costs of Capital Improvements that are not substantially complete or not fully paid for by Tenant, at any one time, shall not exceed Thirty Million Dollars (21) day time period$30,000,000), increased annually based on increases in the CPI. Upon completion of the Capital Improvements, Tenant may submit another proposal shall promptly provide Landlord with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one an architect’s certificate certifying that the Capital Improvements have been completed in conformity with the plans and specifications therefor (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove if the applicable proposal within seven (7) days after receipt alterations are of such reminder notice shall be deemed to constitute a nature as would customarily require the issuance of such certificate from an architect), (2) a certificate of occupancy (if the alterations are of such a nature as would require the issuance of a certificate of occupancy under applicable Laws), and (3) any other documents or information reasonably requested by Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenant.

Alterations. For purposes Tenant shall make no alterations, additions or improvements to the Premises without Landlord’s prior written consent as provided herein and without a valid bulldlng permit issued by the appropriate governmental agency. To the extent that any alterations, additions or improvements to the Premises constitute “Major Alterations” (as defined below), Landlord may withhold its consent In Landlord’s sole and absolute discretion; otherwise, Landlord’s consent to any alterations, additions or Improvements to the Premises other than Major Alterations shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Landlord shall not unreasonably withhold, condition or delay its consent to the initial alterations, additions and improvements included in the Tenant Improvements contemplated under paragraph 2.3. As used herein, “Major Alterations” shall mean any alterations, additions or improvements (i) which are visible from outside the Building (including design and aesthetic changes), (ii) which are structural In nature and/or (iii) to the exterior of the Building or the roof of the Building. In furtherance of the foregoing, Landlord may only withhold its consent in ▇▇▇▇▇▇▇▇’s sole and absolute discretion to ▇▇▇▇▇▇’s proposed alterations to the heating, ventilation and/or air conditioning systems serving the Premises, the fire sprinkler, plumbing, electrical, mechanical and/or any other systems serving the Premises (collectively, the “Building Systems”) only to the extent such proposed alteration (1) are visible from outside the Building, and/or (2) adversely affects (in the reasonable discretion of Landlord) the exterior of the Building or the roof, foundation or structural elements of the Building; otherwise, in all other cases, ▇▇▇▇▇▇▇▇’s consent to any proposed alteration to the Building Systems shall not be unreasonably withheld, conditioned or delayed. Tenant shall notify Landlord in writing at least fifteen (15) business days prior to commencement of any such work to enable Landlord to post any notice deemed proper before the commencement of such work. Any and ail such alterations, additions or improvements shall comply with all Applicable Laws including, without ilmitatlon, obtaining any required permits or other governmental approvals. Tenant shall cause its contractors and subcontractors to maintain insurance reasonably acceptable to Landlord. Upon termination of this Lease, any physical improvement additionalterations, enhancement additions and Improvements (including without limitation all electrical, lighting, plumbing, heating and air-conditioning equipment, doors, windows, partitions, drapery, carpeting, shelving, counters, and physically attached fixtures) made by Tenant, including the Tenant Improvements, shall at once become part of the really and belong to Landlord unless the terms of the applicable consent provide otherwise, or change with respect Landlord subsequently requests in writing to Tenant that part or all of such Tenant additions, alterations or improvements be removed; provided, however, that, such subsequent written request shall be delivered to Tenant (a) in the event Tenant does not timely deliver any portion Option Notice (as defined below) to renew the Lease, no later than seventeen (17) months prior to the expiration of the then Lease Term (time being of the essence), or (b) in the event Tenant has exhausted all options to renew this Lease pursuant to Paragraph 25.1, no later than the date that is seventeen (17) months prior to the expiration of the then Lease Term (time being of the essence). In the event Tenant is required to remove part of all of such Tenant additions, alterations or improvements pursuant to the foregoing sentence, Tenant, at its sole cost and expense, shall promptly remove the specified additions, alterations or improvements and shall fully repair and restore the relevant portion(s) of the Premises to the condition in which Tenant is referred otherwise required to as an "Alterationsurrender the Premises under Paragraph 18.1." 6.5.1. Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration Cosmetic Alterations improvements not exceeding One Hundred Thousand Dollars ($100,000.00) in or to the Premises aggregate without the consent of Landlord. As used herein, a “Cosmetic Alteration” means a cosmetic, decorative nonstructural alteration that (i) without Landlord's consent, if such Alteration is performed in order limited to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component the interior of the Building and Premises, (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not affect the exterior (Aincluding the appearance) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building, and (iii) is not structural. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to give Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall written notice (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with including a detailed explanation description) of its objections within twenty-one any Cosmetic Alterations at least fifteen (2115) days business days’ prior to the commencement of receiving Tenant's proposal and request for approval. If Tenant submits a proposal construction thereof to allow Landlord and Landlord disapproves to elect under this Paragraph 6.5 whether such proposal within Cosmetic Alterations will be required to be removed upon the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve expiration or disapprove same within seven (7) days after submission earlier termination of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantthis Lease.

Alterations. For purposes Tenant may, from time to time, at its expense, make alterations or improvements in and to the Premises (hereinafter collectively referred to as “Alterations”; provided that this term shall not apply to the Tenant Improvements, which are governed by other provisions), provided that Tenant first obtains the written consent of this LeaseLandlord, any physical improvement additionwhich shall not be unreasonably withheld, enhancement delayed or change conditioned. All of the following shall apply with respect to all or any portion Alterations: (a) the Alterations are non-structural and the structural integrity of the Premises is referred to as an "Alteration." shall not be affected; (b) the proper functioning of the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other service systems of the Premises shall not be adversely affected; and (c) Tenant or Franchisor shall have appropriate insurance coverage, reasonably satisfactory to Landlord, regarding the right at performance and installation of the Alterations. Additionally, before proceeding with any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises Alterations, Tenant shall (i) without Landlord's consentat Tenant’s expense, if such Alteration is performed in order to comply with any obtain all necessary governmental permits and certificates for the commencement and prosecution of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and Alterations; (ii) in if Landlord’s consent is required for the case of any Alteration other than those permitted under clause planned Alteration, submit to Landlord, for its written approval, working drawings, plans and specifications and all permits for the work to be done and Tenant shall not proceed with such Alterations until it has received Landlord’s approval (i) aboveif required), with Landlord's prior consent, which consent shall not be unreasonably withheld provided withheld, delayed or conditioned, and which shall be given or declined within ten (10) business days. If Landlord declined to give its consent Landlord shall provide the reasons with reasonably specificity, and Tenant may resubmit a request for approval which addresses such reasons, which shall again but subject to the above-referenced 10-day provision; and (iii) cause any contractors or others engaged to perform the Alterations to deliver to Landlord certificates of insurance (in a form reasonably acceptable to Landlord) evidencing policies of commercial general liability insurance (providing the same coverages as required in Section 10 above) and workers’ compensation insurance. Such insurance policies shall satisfy the obligations imposed under Section 10. Tenant shall cause the Alterations to be performed in compliance with all applicable permits, Laws and requirements of public authorities, and any other reasonably restrictions that such Alteration does not (A) diminish Landlord may impose on the value of Alterations. Tenant shall cause the Alterations to be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to the standards for the Premises (established by Landlord. With respect to any and all Alterations for which Landlord’s consent is required, Tenant shall provide Landlord with “as built” plans, copies of all construction contracts, governmental permits and certificates and proof of payment for all labor and materials, including, by way of example only, but without limitation, by diminishing the utility copies of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements paid invoices and the Permitted Encumbrancesfinal lien waivers. If Tenant shall submit a request Landlord’s consent to any Alterations is required, and Landlord for Landlord's approval of an Alteration which requires Landlord's approvalprovides that consent, then at the time Landlord so consents, Landlord shall (x) approve such Alteration proposed by also advise Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval whether or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and not Landlord shall so approve require that Tenant remove such Alterations at the expiration or disapprove same within seven (7) days after submission termination of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantthis Lease.

Alterations. For purposes Except for non-structural alterations and alterations that do not affect building HVAC, plumbing or other systems all of this Leasewhich not to exceed $25,000.00 per calendar year, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration not permit alterations in or to the Leased Premises (i) without unless and until Landlord has approved the plans therefor in writing. As a condition of such approval, Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease; otherwise, all such alterations shall at Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component ’s option become a part of the Building realty and (ii) in the case property of any Alteration other than those permitted under clause (i) aboveLandlord, with Landlord's prior consent, which consent and shall not be unreasonably withheld provided removed by Tenant. Tenant shall ensure that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration all alterations shall be made in accordance with all applicable laws, legal requirements regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the Permitted Encumbrancesoriginal construction of the Building. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute Landlord’s consent to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall submit a request cause such lien to Landlord for Landlord's approval be discharged of an Alteration which requires Landlord's approval, Landlord shall record within thirty (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (730) days after submission of such modified proposalfiling. If Tenant shall indemnify Landlord does not approve from all costs, losses, expenses and attorneys’ fees in connection with any construction or disapprove alteration and any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantrelated lien.

Alterations. For purposes of this Lease9.1. Tenant shall not make any alterations, any physical improvement addition, enhancement additions or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration improvements in or to the Premises or engage in any construction, demolition, reconstruction, renovation or other work (iwhether major or minor) without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause kind in, at or serving the Premises (i) above"Alterations"), with without obtaining Landlord's prior written consent, which consent shall not to be unreasonably withheld provided that such Alteration does not withheld, conditioned or delayed taking into consideration Tenant’s Permitted Use, except Tenant may make without Landlord’s prior written consent, but upon at least ten (A10) diminish days’ prior notice to Landlord, except Tenant shall be entitled to make non-structural Alterations to the value interior of the Premises (includingexcluding the roof) without such consent, but upon at least ten (10) days’ prior notice to Landlord, provided that the cost thereof does not exceed an aggregate amount of Two Hundred Fifty Thousand Dollars ($250,000.00) in any twelve (12) month period (collectively, “Cosmetic Alterations”). Notwithstanding the foregoing, Tenant will not do anything that could have a material adverse effect on the Building or life safety systems, without obtaining Landlord's prior written consent. Any such improvements, excepting movable furniture, trade fixtures and equipment, shall become part of the realty and belong to Landlord. All alterations and improvements shall be properly permitted and installed at Tenant's sole cost, by way a licensed contractor, in a good and workmanlike manner, and in conformity with all Applicable Laws. Any alterations that Tenant shall desire to make and which require the consent of example only, but without limitation, by diminishing Landlord shall be presented to Landlord in written form with detailed plans. Tenant shall: (a) acquire all applicable governmental permits; (b) furnish Landlord with copies of both the utility permits and the plans and specifications at least thirty (30) days before the commencement of the Improvements for use as work, and (c) comply with all conditions of said permits in a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Buildingprompt and expeditious manner. Every Alteration Any alterations shall be made performed in a workmanlike manner with good and sufficient materials. Upon completion of any Alterations, Tenant shall promptly upon completion furnish Landlord with a reproducible copy of as-built drawings and specifications for any Alterations. Notwithstanding the foregoing, this Section 9 shall not apply to Construction Work to be completed by the Prior Owner in accordance with the Purchase Agreement. 9.2. At least twenty (20) days prior to commencing any work relating to any Alterations requiring the approval of Landlord that have been so approved, Tenant shall notify Landlord in writing of the expected date of commencement. Tenant shall pay, when due, all applicable lawsclaims for labor or materials furnished to or for Tenant for use in improving the Premises. Tenant shall not permit any mechanics' or materialmen's liens to be levied against the Premises arising out of work performed, legal requirements materials furnished, or obligations to have been performed on the Premises by or at the request of Tenant. Tenant shall indemnify, save, defend (at Landlord's option and with counsel reasonably acceptable to Landlord) and hold Landlord Indemnitees from and against any and all Claims of any kind or nature that arise before, during or after the Term on account of claims of lien of laborers or materialmen or others for work performed or materials or supplies furnished for Tenant or its contractors, agents or employees. If Tenant fails to discharge or undertake to defend against such liability, upon receipt of written notice from Landlord of such failure, Tenant shall have fifteen (15) days (the "Defense Cure Period") to cure such failure by prosecuting such a defense. If Tenant fails to do so within the Defense Cure Period, then Landlord may settle the same and Tenant's liability to Landlord shall be conclusively established by such settlement provided that such settlement is entered into on commercially reasonable terms and conditions, the amount of such liability to include both the settlement consideration and the Permitted Encumbrancescosts and expenses (including attorneys' fees) incurred by Landlord in effecting such settlement. In the event any contractor, agent or employee notifies Tenant of its intent to file a mechanics' or materialmen's lien against the Premises, Tenant shall promptly notify Landlord of such intention to file a lien or a lawsuit with respect to such lien. 9.3. Tenant shall repair any damage to the Premises caused by Tenant's removal of any property from the Premises. During any such restoration period, Tenant shall pay Rent to Landlord as provided herein as if such space were otherwise occupied by Tenant. The provisions of this Section shall survive the expiration or earlier termination of this Lease. 9.4. The Premises plus any Alterations, attached equipment, decorations, fixtures and trade fixtures; movable casework and related appliances; and other additions and improvements attached to or built into the Premises made by either of the parties (including all floor and wall coverings; paneling; sinks and related plumbing fixtures; attached benches; production equipment; walk-in refrigerators; ductwork; conduits; electrical panels and circuits; attached machinery and equipment; and built-in furniture and cabinets, in each case, together with all additions and accessories thereto), shall (unless, prior to such construction or installation, Landlord elects otherwise in writing) at all times remain the property of Landlord, shall remain in the Premises and shall (unless, prior to construction or installation thereof, Landlord elects otherwise in writing) be surrendered to Landlord upon the expiration or earlier termination of this Lease. For the avoidance of doubt, the items listed on Exhibit B attached hereto (which Exhibit B may be updated by Tenant from and after the Commencement Date, subject to Landlord's written consent) constitute Tenant's property and shall be removed by Tenant upon the expiration or earlier termination of the Lease. In addition, Cosmetic Alterations shall in no event be required to be removed from the Premises upon the expiration or earlier termination of the Term. 9.5. If Tenant shall submit a request fail to remove any of its property from the Premises prior to the expiration of the Term, then Landlord may, at its option, remove the same in any manner that Landlord shall choose and store such effects without liability to Tenant for loss thereof or damage thereto, and Tenant shall pay Landlord, within thirty (30) days following written demand, any costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and without notice to Tenant, sell such property or any portion thereof at private sale and without legal process for such price as Landlord may obtain and apply the proceeds of such sale against any (a) amounts due by Tenant to Landlord for Landlord's approval under this Lease and (b) any expenses incident to the removal, storage and sale of an Alteration which requires Landlord's approval, such personal property. 9.6. Landlord shall (x) approve such Alteration proposed not be entitled to any overhead or supervisory fees for any Alterations. Tenant shall reimburse Landlord for all third party costs actually incurred by Landlord in connection with any Alterations. 9.7. Tenant within twenty-one (21) days of receiving Tenant's proposal shall require its contractors and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal subcontractors performing work on the Premises to name Landlord and Landlord disapproves its affiliates and any lender as additional insureds on their respective insurance policies. 9.8. Tenant shall be permitted to install signage including Tenant’s name and/or logo upon the exterior of the Building, and/or at Tenant’s election, on a signage monument, subject to Applicable Laws and the CC&Rs (below defined), and receipt of Landlord’s prior written consent thereto, such proposal within consent not to be unreasonably withheld, conditioned or delayed. Tenant’s right to exterior signage at the twenty-one (21) day time periodProject shall be exclusive throughout the Term. Tenant shall maintain such signage in good condition and repair for the duration of the Term, and upon the expiration or earlier termination of this Lease, Tenant may submit another proposal shall remove such signage (or, with modifications thereto made in response respect to Landlord's objections any signage monument, Tenant’s name and Landlord shall so approve or disapprove same within seven (7) days after submission logo on such monument), at Tenant’s expense, and cause the area where such signage was located to be restored to the condition existing immediately prior to the installation of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantsignage.

Alterations. For Except for the improvements to be made by Tenant pursuant to the Work Agreement, Tenant will not make or permit anyone to make any alterations, decorations, additions, or improvements, structural or otherwise, in or to the Demised Premises, the Building, or grounds, without the prior written consent of Landlord, which may be withheld by Landlord in its sole discretion. All such alterations, decorations, additions, or improvements permitted by Landlord must conform to all rules, regulations, and requirements of appropriate federal, state, or local governments, and conform harmoniously with the Building’s design and interior decoration. As a condition precedent to such written consent of Landlord, Tenant agrees to obtain and deliver to Landlord written and unconditional waivers of mechanics’ liens upon the real property of which the Demised Premises are a part, for all work, labor and services to be performed, and materials to be furnished by them in connection with such work, signed by all contractors, subcontractors, materialmen, and laborers to become involved in such work. If, notwithstanding the foregoing, any mechanic’s, materialmen’s or other lien is filed against the Demised Premises or the real property of which the Demised Premises are a part, for work claimed to have been done for, or materials claimed to have been furnished to Tenant, such mechanic’s, materialmen’s or other lien shall be discharged by Tenant within ten (10) days thereafter, at Tenant’s sole cost and expense, by the payment thereof or by filing any bond required by law. If Tenant shall fail to discharge any such mechanic’s, materialmen’s or other lien, Landlord may, at its option, discharge the same and treat the cost thereof as additional rent payable with the monthly installment of rent next becoming due; it being hereby expressly covenanted and agreed that such discharge by Landlord shall not be deemed to waive or release the default of Tenant in not discharging the same. It is understood and agreed by Landlord and Tenant that any such alterations, decorations, additions, or improvements shall be conducted on behalf of Tenant and not on behalf of Landlord, and that Tenant shall be deemed to be the “owner” and not the “agent” of Landlord for purposes of hiring any architects, engineers, contractors or other third parties in connection with such work. It is further understood and agreed that in the event Landlord shall give its written consent to Tenant’s making any such alterations, decorations, additions, or improvements, such written consent shall not be deemed to be an agreement or consent by Landlord to subject Landlord’s interest in the Demised Premises, the Building, or the real property upon which the Building is situated, to any mechanic’s, materialmen’s or other liens that may be filed in respect of any such alterations, decorations, additions, or improvements made by or on behalf of Tenant. Tenant shall and does hereby indemnify and hold Landlord harmless from and against any and all expenses, liens, claims, or damages to person or property that may or might arise by reason of making any such alterations, decorations, additions, or improvements. If any alteration, decoration, addition, or improvement is made without the prior written consent of Landlord, Landlord may correct or remove the same, and Tenant shall be liable for any and all expenses incurred by Landlord in the performance of this work. All alterations, decorations, additions, or improvements in or to the Demised Premises or the Building made by either party shall, at Landlord’s election, immediately become the property of Landlord and shall remain upon and be surrendered with the Demised Premises as a part thereof at the end of the Term hereof without disturbance, molestation, or injury; provided, however, that if Tenant is not in default in the performance of any of its obligations under this Lease, then Tenant shall have the right to remove, prior to the expiration or termination of the Term of this Lease, all movable furniture, furnishings, or equipment installed in the Demised Premises at the expense of Tenant. Should Landlord elect that any physical improvement additionalterations, enhancement decorations, additions, or change with respect improvements installed by Tenant be removed upon the expiration or termination of this Lease, Tenant shall remove the same at Tenant’s sole cost and expense and if Tenant fails to all or any portion remove the same, then Landlord may remove the same at Tenant’s expense, and Tenant shall reimburse Landlord for the reasonable, out-of-pocket cost of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply removal together with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided all damages that such Alteration does not (A) diminish the value of the Premises (including, Landlord may sustain by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission reason of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed default by Tenant.

Alterations. For purposes of this LeaseTenant shall be permitted to make, any physical improvement additionat its sole cost and expense, enhancement or change with respect non-structural alterations and additions to all or any portion the interior of the Premises is referred to as an "Alteration." without obtaining Landlord’s prior written consent, provided said alterations are not part of Tenant’s Wi-Fi Network (defined hereinbelow), do not affect the Building systems and the cost of such alterations does not exceed Fifty Thousand Dollars ($50,000) each job and One Hundred Thousand Dollars ($100,000) cumulatively each calendar year (the “Permitted Improvements”). Tenant, however, shall first notify Landlord of such Permitted Improvements so that Landlord may post a Notice of Non-Responsibility on the Premises. Except for the Permitted Improvements, Tenant shall neither install any signs, fixtures, or Franchisor shall have the right at any time and from time to time during the Term to improvements, nor make or cause to be made permit any Alteration in other alterations or additions (individually, an “Alteration”, and collectively, “Alterations”) to the Premises (i) without the prior written consent of Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that so long as any such Alteration does not (A) diminish affect the value Building systems, structural integrity or structural components of the Premises or Building. If any such Alteration is expressly permitted by Landlord, Tenant shall deliver at least ten (including10) days prior written notice to Landlord, from the date Tenant commences construction, sufficient to enable Landlord to post and record a Notice of Non-Responsibility. Tenant shall obtain all permits or other governmental approvals prior to commencing any work and deliver a copy of same to Landlord. All Alterations shall be (i) at Tenant’s sole cost and expense in accordance with plans and specifications which have been previously submitted to and approved in writing by way Landlord, and shall be installed by a licensed, insured (and bonded, at Landlord’s option) contractor (reasonably approved by Landlord) in compliance with all applicable Laws, Development Documents, Recorded Matters, and Rules and Regulations and (ii) performed in a good and workmanlike manner and so as not to obstruct access to any portion of example onlythe Project or any business of Landlord or any other tenant. Landlord’s approval of any plans, but specifications or working drawings for Tenant’s Alterations shall neither create nor impose any responsibility or liability on the part of Landlord for their completeness, design sufficiency, or compliance with any Laws. As Additional Rent, Tenant shall reimburse Landlord, within ten (10) days after demand, for actual and reasonable legal, engineering, architectural, planning and other expenses incurred by Landlord in connection with Tenant’s Alterations, plus Tenant shall pay to Landlord a fee equal to five percent (5%) of the total cost of the Alterations. If Tenant makes any Alterations, Tenant shall carry “Builder’s All Risk” insurance, in an amount approved by Landlord and such other insurance as Landlord may require. All such Alterations shall be insured by Tenant in accordance with Section 12 of this Lease immediately upon completion. Tenant shall keep the Premises and the Lot on which the Premises are situated free from any liens arising out of any work performed, materials furnished or obligations incurred by or on behalf of Tenant. Tenant shall, prior to commencing any Alterations, (a) cause its contractor(s) and/or major subcontractor(s) to provide insurance as reasonably required by Landlord, and (b) provide such assurances to Landlord, including without limitation, by diminishing the utility waivers of lien, surety company performance bonds (for projects estimated to cost in excess of $150,000) as Landlord shall require to assure payment of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except costs thereof to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements protect Landlord and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approvalProject from and against any mechanic’s, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval materialmen’s or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantother liens.

Alterations. For purposes of this Lease(a) Brillian shall not make any building or leasehold alterations or additions, including remodeling or signage, without first obtaining Master Landlord’s and TFS’s consent, which TFS’s and Master Landlord’s consent may be withheld in their sole discretion. If any physical improvement additionsuch alterations or additions are made, enhancement or change with respect Brillian agrees not to all permit any mechanics’ liens to be placed on the Sublet Premises or any portion thereof and to cause any contract for work to be done at the Sublet Premises to contain a waiver of the contractor’s right to file a mechanics’ lien. Any alterations of any kind to the Sublet Premises is referred or any part thereof, except Brillian’s trade fixtures which can be removed without damage or defacement to the Sublet Premises or any other portion of the Building, shall be surrendered with the Sublet Premises, as an "Alterationa part thereof, at the end of the Sublease Term; provided, however, that TFS may require at the time TFS and Master Landlord consent to such alteration or fixture Brillian to remove any alterations or fixtures made by Brillian, and to repair any damage to the Sublet Premises caused by such removal, all at Brillian’s sole expense. Any alterations installed by Brillian shall be deemed a part of the Sublet Premises and shall be maintained and repaired by Brillian in the same manner as that required for all other portions of the Sublet Premises." Tenant or Franchisor (b) Brillian shall have the right at any time and from time to time during place a sign or signs on the Term to make or cause to be made any Alteration in or to façade of the Premises Building, provided, however: (i) without Landlord's consentTFS (and the Master Landlord to the extent that such consent from the Master Landlord is required under the Master Lease) shall have the right to consent to the size, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor style, and such Alteration does not adversely affect any structural component of the Building and (ii) in the case location of any Alteration other than those permitted under clause (i) above, with Landlord's prior consentsuch signs, which consent shall not be unreasonably withheld provided that or delayed; (ii) any such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration signs shall be made in accordance comply with all applicable laws, legal requirements rules, regulations, and covenants, conditions, and restrictions of record; and (iii) TFS may require that Brillian remove any such signs at the Permitted Encumbrances. If Tenant shall submit a request expiration of the Term and repair any damage to Landlord for Landlord's approval of an Alteration which requires Landlord's approvalthe Building caused by such removal, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantall at Brillian’s sole expense.

Alterations. For purposes Except as permitted under Section 36 of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to not make or cause permit to be made any Alteration in alterations, additions or improvements in, upon or to the Premises (i) without Landlord's consentLeased Premises, if such Alteration is performed in order to comply with or any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component part of the Building and (ii) in Leased Premises, without the case prior written consent of any Alteration other than those permitted under clause (i) aboveLandlord. In the event such consent is obtained, with Landlord's prior consentall such alterations, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant additions or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration improvements shall be made performed at the expense of Tenant in a good, workmanlike manner, free from faults and defects and in accordance with all applicable lawslaws and building codes and plans and specifications approved by Landlord. Tenant shall not allow any construction liens to attach to the Leased Premises or the Property, legal requirements Building or Improvements in connection with any such alteration, and the Permitted Encumbrances. If failure of Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve have any such Alteration proposed by Tenant lien released within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7ninety 90) days after submission written notice from Landlord shall constitute a default under this Lease. In addition, Tenant shall indemnify, defend and hold Landlord harmless from any and all costs and expenses incurred by Landlord in connection with such construction liens, including, without limitation, attorneys fees and costs of litigation. All alterations, additions or improvements (except trade fixtures) so made and installed by Tenant shall become part of the realty, shall become the property of Landlord and shall remain for the benefit of Landlord at the end of the term or other expiration of this Lease in as good condition as they were when installed, reasonable wear and tear, casualty that is covered or required to be covered by insurance under this Lease, ordinary depreciation and obsolescence excepted; provided, however, that any such alteration, addition or improvement remaining at the end of the term or other expiration of this Lease, shall upon demand made by Landlord, be removed by Tenant, at Tenant’s expense, and Tenant shall repair any damage caused by such removal, restoring the Leased Premises to their condition prior to the making of such modified proposal. If Landlord does not approve alteration, addition or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantimprovement.

Alterations. For purposes Tenant shall not make any Alterations to the Property without the prior written consent of this LeaseLandlord, not to be unreasonably withheld, conditioned or delayed, except that Landlord’s consent shall not be required for Alterations: (a) as may be necessary due to emergency or to comply with Legal Requirements; (b) the Net Cost of which shall not exceed Two Hundred Thousand Dollars ($200,000.00) over a period of twelve (12) months, and that do not in any physical improvement addition, enhancement way alter or change with respect to affect the external appearance or structural integrity of the MOB; or (c) which are required by the terms of any Space Lease existing at the time of the Lease Commencement Date. Tenant shall not make any Alterations which may weaken or impair the structural strength or lessen the fair market value of all or any portion part of the Premises is referred MOB, or impair access, ingress or egress to, from and within the Campus or that may change the site utilization or design of any building comprising part of the MOB or the Campus. Any constriction activity performed by Tenant shall be in accordance with Landlord’s applicable policies and procedures (including Landlord’s safety policy) to as an "Alteration." ensure no disruption or adverse impact on Landlord operations. Tenant shall either use a general contractor from Landlord’s listing of approved contractors or Franchisor shall have the right at any time and from time to time during the Term to make obtain Landlord’s written approval of Tenant’s general contractor or cause construction manager, such approval not to be made any Alteration unreasonably withheld, conditioned or delayed. Tenant shall deliver (either physically or in or electronic format) project schematics, elevations, conceptual drawings and other materials to the Premises Landlord, for Landlord’s prior approval. All Tenant Alterations must be performed in a good and workmanlike manner, in accordance with all Legal Requirements, pursuant to a construction schedule approved by Landlord and in a bonded, lien-free manner. For Alterations requiring Landlord’s approval, once Tenant has submitted all required materials to Landlord, and if (i) without Tenant sends written request for approval stating in conspicuous type that Landlord's consent’s approval will be deemed granted if Landlord fails to respond in writing within ten (10) business days of submission, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If if Landlord does not approve or disapprove provide comments to any proposal or modified proposal in writing with a detailed explanation materials submitted within ten (10) business days of its objections within the applicable seven (1) or twenty-one (21) day periodsubmission, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, then Landlord shall be deemed to have approved the Alterations proposed by Tenantin accordance with the terms of the materials submitted.

Alterations. For purposes a. Except as hereinafter expressly provided, Tenant shall not make or permit to be made any alterations, additions, changes or improvements in or to the Leased Premises or any part thereof without first obtaining the written consent of this Lease, any physical improvement addition, enhancement or change Landlord thereto (which consent Landlord agrees not to unreasonably withhold with respect to all nnn-structural alterations, additions, changes or improvements, provided Tenant has fully complied with each and every term, covenant and condition in this Lease Agreement and, with respect to such alterations, additions, changes or improvements, has provided Landlord with such liability insurance policies and/or surety bonds as Landlord may reasonably request). b. Before requesting Landlord's consent, Tenant shall submit to Landlord detailed plans and specifications in duplicate of such proposed alterations, changes, additions or improvements, one of which copies may be retained by Landlord. Landlord shall be entitled to withhold its consent to any portion such alterations, additions, changes, or improvements, until such time as Tenant provides Landlord with reasonable evidence of the Premises is referred to as an "Alterationapproval of such alterations, additions, changes or improvements by any and all municipal, state, federal or other governmental or other authorities, offices and departments now existing or hereafter created having jurisdiction over the Premises, and of the Board of Fire Underwriters or other like body, which approvals Tenant shall obtain at its own cost and expense." Tenant or Franchisor c. Landlord, its architect, agents and employees, shall have the right to enter upon the Leased Premises in a reasonable manner and at all reasonable times during the course of any such alterations, additions, changes or improvements for the purpose of inspection and of finding out whether such work conforms to the approved plans and specifications and with the agreements herein contained. d. Any and all alterations, additions, improvements and changes made by Tenant at any time and from time to time during all governmental approvals therefor shall immediately be and become the Term to make property of Landlord without any payment therefor by Landlord; provided, however, that it is expressly understood and agreed that any trade fixtures or other fixtures added by Tenant shall remain the property of Tenant and may be removed by Tenant, at Tenant's expense, upon the expiration or earlier termination of the Lease, provided that any damage caused thereby is immediately repaired by Tenant. e. Tenant, at its own cost and expense, will cause any and all mechanics' liens and perfections of the same which may be filed against the Leased Premises to be made paid and satisfied of record within thirty (30) days after Landlord shall send to Tenant written notice by registered mail of the filing of any Alteration in notice thereof against the Premises or the owner, for or purporting to be for labor or materials alleged to be furnished or to be charged by or for Tenant at the Leased Premises, or will bond such mechanics' liens and use its best efforts to have such liens discharged by an order of a court of competent jurisdiction within said thirty (30) day period. f. Any alterations, improvements or other work once begun must be prosecuted with reasonable diligence to completion and, subject to the provisions of Subsection 9(e), above, be paid for by Tenant in full, free and clear of liens or encumbrances against the Leased Premises (i) without or Landlord's consent, if such Alteration is and must be performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made all respects in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantlaw.

Alterations. For purposes of this LeaseTenant shall not make or perform, or permit the making or performance of, any alterations, installations, improvements, additions or other physical improvement addition, enhancement changes in or change with respect to all or any portion of about the Leased Premises is (referred to collectively as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to the Premises (iAlterations") without Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior written consent, which consent shall not be unreasonably withheld provided that withheld, conditioned or delayed. All plans, specifications and details for such Alteration does Alterations, and all contractors performing the Alterations are subject to the prior written approval of Landlord, not (A) diminish to be unreasonably withheld, conditioned or delayed. In the value of the Premises (includingevent Landlord grants such consent and permits Tenant to contract out such work, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration such Alterations shall be made and performed in conformity with and subject to the following provisions: (i) all Alterations shall be made and performed at Tenant's sole cost and expense and at such time and in such manner as Landlord may reasonably from time to time designate; (ii) all Alterations shall be performed by adequately insured contractors approved by Landlord and in a good and workmanlike manner in accordance with all applicable lawsLegal Requirements, legal requirements and Tenant shall indemnify and hold harmless Landlord from and against any and all costs, expenses, claims, liens and damages to person or property resulting from the Permitted Encumbrances. If making of any such alterations, decorations, additions or improvements in or to the Leased Premises or the Building; (iii) no Alteration shall affect any part of the Building other than the Leased Premises or adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building; (iv) all business machines and mechanical equipment shall be placed and maintained by Tenant in settings sufficient in Landlord's reasonable judgment to absorb and prevent vibration, noise and annoyance to other tenants or occupants of the Building; (v) Tenant shall submit a request to Landlord reasonably detailed written plans and specifications for each proposed alteration and shall not commence any such Alteration without first obtaining Landlord's written approval of such plans and specifications; (vi) all Alterations in or to the electrical facilities in or serving the Leased Premises shall be subject to the provisions of Section 5 relating to exceeding electrical capacity; (vii) notwithstanding Landlord's approval of an Alteration which requires Landlord's approvalplans and specifications for any Alteration, Landlord all Alterations shall be made and performed in full compliance with all Legal Requirements and in accordance with the Rules and Regulations; and (xviii) approve such Alteration proposed by Tenant within twenty-one (21) days all materials and equipment to be incorporated in the Leased Premises as a result of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation all Alterations shall be of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approvalgood quality. If building or other permits from governmental authorities are required for any Alterations, Tenant submits a proposal shall obtain such permits and deliver copies thereof to Landlord and Landlord disapproves before work on such proposal within the twenty-one (21) day time periodAlterations is begun. After any Alterations are completed, Tenant may submit another proposal with modifications thereto shall cause all required governmental inspections of the Alterations to be made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit deliver to Landlord a reminder notice, which shall state that Landlord's failure to disapprove copy of the applicable proposal within seven (7) days after receipt inspection report and one complete set of the "as built" plans for such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by TenantAlterations.

Alterations. For purposes Tenant shall make no changes in or to be demised premises of any nature without Owner's prior written consent. Subject to the prior written consent of Owner and to the provisions of this Leasearticle, any physical improvement additionTenant at Tenant's expense, enhancement may make alterations, installations, additions or change with respect to all improvements which are non-structural and which do not affect utility services or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time plumbing and from time to time during the Term to make or cause to be made any Alteration electrical lines, in or to the Premises interior of, the demised premises by using contractors or mechanics first approved by Owner. Tenant shall, before making any alterations, additions, installations or improvements, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies and (iupon completion) without Landlord's consentcertificates of final approval thereof and shall deliver promptly duplicates of all such permits, if such Alteration is performed in order approvals and certificates to comply with any of Owner and Tenant agrees to carry and will cause Tenant's agreements with Franchisor contractors and sub-contractors to carry such Alteration does not adversely affect ▇▇▇▇▇▇▇'▇ compensation, general liability, personal and property damage insurance as Owner may require. If any structural component of mechanic's lien is filed against the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consent, which consent shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extentdemised premises, or (B) adversely affect any structural component the building of which the Building. Every Alteration same forms a part, for work claimed to have done for, or materials furnished to, Tenant, whether or not done pursuant to this article, the same shall be made in accordance with all applicable laws, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed discharged by Tenant within twenty-one (21) ten days of receiving thereafter, at Tenant's proposal expense, by filing the bond required by law. All fixtures and request for approval all paneling, partitions, railings and like installations, installed in the premises at any time, either by Tenant or (y) disapprove by Owner on Tenant's proposal behalf, shall, upon installation, become the property of Owner and shall remain upon and be surrendered with the demised premises unless Owner, by notice to Tenant no later than twenty days prior to the date fixed as the termination of this lease, elects to relinquish Owner's rights thereto and to have them removed by Tenant, in writing with a detailed explanation which event the same shall be removed from the premises by Tenant prior to the expiration of its objections within twenty-one (21) days of receiving the lease, at Tenant's proposal expense. Nothing in this article shall be construed to give Owner title to or to prevent Tenant's removal of trade fixtures, moveable office furniture and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves equipment, but upon removal of any such proposal within from the twenty-one (21) day time periodpremises or upon removal of other installations as may be required by Owner, Tenant may submit another proposal with modifications thereto made shall immediately and at its expense, repair and restore the premises to the condition existing prior to installation and repair any damage to the demised premises or the building due to such removal. All property permitted or required to be removed by Tenant at the end of the term remaining in response to Landlordthe premises after Tenant's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice removal shall be deemed to constitute Landlordabandoned and may, at the election of Owner, either be retained as Owner's approval thereof. If Landlord does not disapprove such proposal property or modified proposal in writing with a detailed explanation of Landlord's objections to may be removed from the premises by Owner at Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord expense. Alterations and additions made by Tenant shall be deemed to have approved the Alterations proposed owned by TenantTenant for depreciation purposes.

Alterations. For purposes 15.1 Tenant agrees that it shall not make or allow to be made any alterations, physical additions, or improvements in or to the Premises without first obtaining the written consent of this LeaseLandlord in each instance. As used herein, the term “Minor Alteration” refers to an alteration that (a) does not affect the outside appearance of the Building and is not visible from the Common Areas, (b) is non-structural and does not impair the strength or structural integrity of the Building, and (c) does not materially or adversely affect the mechanical, electrical, HVAC or other systems of the Building. Landlord agrees not to unreasonably withhold its consent to any physical improvement additionMinor Alteration. Landlord’s consent to any other alteration may be conditioned, enhancement given, or change withheld in Landlord’s reasonable discretion. Notwithstanding the foregoing, Landlord consents to any repainting, recarpeting, or other purely cosmetic changes or upgrades to the Premises, so long as (i) the aggregate cost of such work is less than $25,000.00 in any twelve-month period, (ii) such work constitutes a Minor Alteration (iii) no building permit is required in connection therewith, and (iv) such work conforms to the then existing Building standards. At the time of said request, Tenant shall submit to Landlord plans and specifications of the proposed alterations, additions, or improvements; and Landlord shall have a period of not less than fifteen (15) days therefrom in which to review and approve or disapprove said plans; provided that if Landlord determines in good faith that Landlord requires a third party to assist in reviewing such plans and specifications, Landlord shall instead have a period of not less than thirty (30) days in which to review and approve or disapprove said plans. Tenant shall pay to Landlord upon demand the cost and expense of Landlord in (A) reviewing said plans and specifications, and (B) inspecting the alterations, additions, or improvements to determine whether the same are being performed in accordance with respect the approved plans and specifications and all laws and requirements of public authorities, including, without limitation, the fees of any architect or engineer employed by Landlord for such purpose. In any instance where Landlord grants such consent, and permits Tenant to use its own contractors, laborers, materialmen, and others furnishing labor or materials for Tenant’s construction (collectively, “Tenant’s Contractors”), Landlord’s consent shall be deemed conditioned upon each of Tenant’s Contractors (1) working in harmony and not interfering with any laborer utilized by Landlord, Landlord’s contractors, laborers, or materialmen; and (2) furnishing Landlord with evidence of acceptable liability insurance, worker’s compensation coverage, and if at any time such entry by one or more persons furnishing labor or materials for Tenant’s work shall cause such disharmony or interference, the consent granted by Landlord to Tenant may be withdrawn immediately upon written notice from Landlord to Tenant. If Tenant is using Tenant’s Contractors for Tenant’s construction, the contract with such Tenant’s Contractor(s) shall provide for a guaranteed maximum price or a stipulated sum as the contract amount and shall be fully executed and delivered by Tenant and Tenant’s Contractor(s) prior to the commencement of construction. Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of alterations, additions, or improvements and for final approval thereof upon completion, and shall cause any alterations, additions, or improvements to be performed in compliance therewith and with all Applicable Laws (including without limitation, California Energy Code, Title 24) and all requirements of public authorities and with all applicable requirements of insurance bodies. All alterations, additions, or improvements shall be diligently performed in a good and workmanlike manner, using new materials and equipment at least equal in quality and class to be better than (a) the original installations of the Building, or (b) the then standards for the Comparable Building. Upon the completion of work and upon request by Landlord, Tenant shall provide Landlord copies of all waivers or releases of lien from each of Tenant’s Contractors. No alterations, modifications, or additions to the Project or the Premises shall be removed by Tenant either during the Term or upon the Expiration Date or the Termination Date without the express written approval of Landlord. Tenant shall not be entitled to any reimbursement or compensation resulting from its payment of the cost of constructing all or any portion of said improvements or modifications thereto unless otherwise expressly agreed by Landlord in writing. 15.2 Landlord’s approval of Tenant’s plans for work shall create no responsibility or liability on the Premises is referred part of Landlord for their completeness, design sufficiency, or compliance with all laws, rules, and regulations of governmental agencies or authorities, including, but not limited to, the Americans with Disabilities Act. Landlord may, at its option, at Tenant’s expense, require that Landlord’s contractors be engaged for any work upon the integrated Building mechanical or electrical systems or other Building or leasehold improvements. 15.3 At least five (5) days prior to as an "Alteration." the commencement of any work permitted to be done by persons requested by Tenant on the Premises, Tenant shall notify Landlord of the proposed work and the names and addresses of Tenant’s Contractors. During any such work on the Premises, Landlord, or Franchisor its representatives, shall have the right to go upon and inspect the Premises at all reasonable times, and shall have the right to post and keep posted thereon building permits and notices of non-responsibility or to take any time further action which Landlord may deem to be proper for the protection of Landlord’s interest in the Premises. 15.4 During such times as Tenant is performing work or having work or services performed in or to the Premises, Tenant shall require its contractors, and their subcontractors of all tiers, to obtain and maintain commercial general liability, automobile, workers compensation, employer’s liability, builder’s risk, and equipment/property insurance in such amounts and on such terms as are customarily required of such contractors and subcontractors on similar projects. The amounts and terms of all such insurance are subject to Landlord’s written approval, which approval shall not be unreasonably withheld. The commercial general liability and auto insurance carried by Tenant’s contractors and their subcontractors of all tiers pursuant to this section shall name Landlord, Landlord’s managing agent, and such other persons as Landlord may reasonably request from time to time during as additional insureds with respect to liability arising out of or related to their work or services (collectively, “Additional Insureds”). Such insurance shall provide primary coverage without contribution from any other insurance carried by or for the Term benefit of Landlord, Landlord’s managing agent, or other Additional Insureds. Such insurance shall also waive any right of subrogation against each Additional Insured. Tenant shall obtain and submit to make or cause to be made any Alteration in or Landlord, prior to the Premises earlier of (i) without Landlord's consent, if the entry onto the Premises by such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and contractors or subcontractors or (ii) in commencement of the case work or services, certificates of any Alteration other than those permitted under clause (i) above, insurance evidencing compliance with Landlord's prior consent, which consent the requirements of this section. All of such alterations shall not be unreasonably withheld provided that such Alteration does not (A) diminish the value insured by Tenant pursuant to Article 13 of this Lease immediately upon completion thereof. 15.5 Tenant’s initial improvement of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration shall be made in accordance with all applicable laws, legal requirements governed by Exhibit C and not the Permitted Encumbrances. If Tenant shall submit a request to Landlord for Landlord's approval provisions of an Alteration which requires Landlord's approval, Landlord shall this Article 15 (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantother than Section 15.4).

Alterations. For purposes of this LeaseTenant shall not make any alteration, any physical addition or ----------- improvement additionin, enhancement to or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or to upon the Premises (i"Alteration") without Landlord's consent, if such Alteration is performed the prior written consent of Landlord in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in the case of any Alteration other than those permitted under clause (i) above, with Landlord's prior consenteach instance, which consent shall not be unreasonably withheld provided that such Alteration does with respect to proposed Alterations which (i) are not structural in nature, (Aii) diminish do not affect the value Base Building Components, (iii) are, in Landlord's opinion, compatible with the Building and the balance of the Premises Real Property and the Building's mechanical, plumbing, electrical, heating/ventilation/air conditioning, communication, security and fire and other life safety systems (collectively, the "Building Systems"), and (iv) in Landlord's opinion will not interfere with the use and occupancy of any other portion of the Building or the Real Property by any other tenant or permitted occupant thereof. Tenant shall give Landlord not less than ten (10) days' prior written notice of any Alteration Tenant desires to make. Any Alterations as to which Landlord shall consent shall be made only by contractors approved in advance, in writing by Landlord, which approval shall not be unreasonably withheld; provided, however, that Landlord may, in its sole discretion, specify the engineers and contractors to perform any work relating to or affecting the Building Systems or the Base Building Components. Tenant shall comply with all Legal Requirements applicable to each Alteration and shall deliver to Landlord a complete set of "as built" plans and specifications for each Alteration. Any work to the balance of the Building or Real Property related to or affected or triggered by Tenant's Alterations shall be performed by Tenant at Tenant's expense (or, at Landlord's election, Landlord may perform such work at Tenant's expense). Tenant shall be solely responsible for maintenance and repair of all Alterations made by Tenant. Tenant shall pay Landlord on demand (whether prior to or during the course of construction) an amount (the "Alteration Fee") equal to five percent (5%) of the total cost of each Alteration (and for purposes of calculating the Alteration Fee, such cost shall include architectural and engineering fees, but shall not include permit fees) as compensation to Landlord for miscellaneous costs incurred by Landlord in connection with the Alteration. In addition, ▇▇▇▇▇▇ shall reimburse Landlord for all third party fees paid by Landlord in connection with reviewing the proposed Alterations (whether or not the proposed Alterations are ultimately approved by Landlord or made by ▇▇▇▇▇▇), including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building▇▇▇▇▇▇▇▇'s architectural and engineering fees. Every Alteration All Alterations shall be made performed diligently and in a first-class workmanlike manner and in accordance with all applicable lawsplans and specifications approved by Landlord, legal requirements and the Permitted Encumbrances. If Tenant shall submit a request to Landlord for comply with Landlord's approval of an Alteration which requires construction procedures and requirements for the Building (including Landlord's approval, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days reasonable requirements relating to insurance and contractor qualifications and scheduling of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantwork).

Alterations. For purposes TENANT shall not make any alterations, additions or improvements to the Demised Premises (whether or not the same may be structural in nature) without LANDLORD’S prior written consent. All alterations, additions, or improvements made to the Demised Premises, except movable furniture and equipment installed at TENANT’S expense, shall be the property of the LANDLORD and remain upon and be surrendered with the Demised Premises at the expiration of the term of this Lease; provided, however, that LANDLORD may require TENANT to remove any additions made at TENANT’S request to the Demised Premises and to repair any damage caused by such removal, and provide further, that if TENANT has not removed its property and equipment within ten (10) days after the expiration or termination of this Lease, LANDLORD may elect to retain the same as abandoned property. In the event TENANT shall request LANDLORD’S permission, and LANDLORD shall permit TENANT to perform any physical improvement additionalterations, enhancement additions, improvements or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration in or repairs to the Premises Demised Premises, TENANT shall (i) without Landlord's consentsubmit its plans and specifications to LANDLORD for its approval prior to the commencement of any construction, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of the Building and (ii) in obtain all necessary permits prior to the case commencement of any Alteration other than those permitted under clause construction, (iiii) aboveonly use contractors approved by LANDLORD, with Landlord's prior consent(iv) not permit any construction liens to be placed or remain on the Demised Premises. In the event a construction lien shall be filed against the Demised Premises as a result of work undertaken by TENANT, which consent TENANT shall not be unreasonably withheld provided that within ten (10) days of receiving notice of such Alteration does not (A) diminish lien, discharge the value lien of record either by payment of the Premises (including, indebtedness to the lien claimant or by way filing a bond as security therefore. All such work made by or on behalf of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration TENANT shall be made performed in such manner as LANDLORD may designate and in accordance with all applicable lawslaws and regulations of governmental authorities having jurisdiction over the same. All such work by TENANT or its contractors shall not interfere with, legal requirements and the Permitted Encumbrancesimpede or delay any work by LANDLORD or its contractors, tenants or TENANT’S contractors. If Tenant shall submit a request to Landlord for Landlord's approval of an Alteration which requires Landlord's approval, Landlord shall (x) approve such Alteration proposed All contractors engaged by Tenant within twenty-one (21) days of receiving Tenant's proposal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice TENANT shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation bondable, licensed contractors, possessing good labor relations, and capable of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by Tenantperforming quality workmanship.

Alterations. For purposes of 6.1 Except for those, if any, specifically provided for in Exhibit B to this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to not make or cause suffer to be made any Alteration in alterations, additions, or improvements, including, but not limited to, the attachment of any fixtures or equipment in, on, or to the Premises (i) without Landlord's consent, if such Alteration is performed in order to comply with or any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component of part thereof or the Building and (ii) in the case making of any Alteration other than those permitted under clause (i) aboveimprovements as required by Article 7, with Landlord's without the prior consent, written consent of Landlord which consent shall not be unreasonably withheld provided that withheld, conditioned or delayed. When applying for such Alteration does consent (if required) or providing such notice (if Landlord’s consent is not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use required as a restaurant or diminishing the useful life of the Improvementshereinafter provided), except Tenant shall, if reasonably requested by Landlord, furnish complete plans and specifications for such alterations, additions and improvements. Notwithstanding the foregoing, Landlord’s consent shall not be required (but prior written notice from Tenant to a de minimis extentLandlord shall be required) with respect to alterations which (i) are not structural in nature, or (Bii) adversely affect any structural component are not visible from the exterior of the Building. Every Alteration , (iii) do not affect or require modification of the Building’s electrical, mechanical, plumbing, HVAC or other systems, and (iv) do not have an aggregate cost of more than One Hundred Thousand Dollars ($100,000.00) in any consecutive twelve (12) month period. 6.2 If Landlord’s consent is required pursuant to Section 6.1, any such alteration, addition or improvement by Tenant shall be made by using, at Tenant’s option, either Landlord’s contractor or a contractor reasonably approved by Landlord, in either event at Tenant’s sole cost and expense. If Tenant shall employ any contractor other than Landlord’s contractor and such other contractor or any subcontractor of such other contractor shall employ any non-union labor or supplier, Tenant shall be responsible for and hold Landlord harmless from any and all delays, damages and extra costs suffered by Landlord as a result of any dispute with any labor unions concerning the wage, hours, terms or conditions of the employment of any such labor. In any event, Landlord may require that Tenant pay Landlord the construction management fee charged to Landlord by Landlord’s property management company not to exceed five percent (5%) of the cost of such work plus third-party costs actually incurred by Landlord in connection with the proposed work and the design thereof, with all such amounts being due twenty (20) days after Landlord’s demand. Tenant shall not be obligated to pay such fees in connection with the Landlord’s Work performed pursuant to the Work Letter attached as Exhibit B hereto or in connection with any work performed by Tenant to prepare the Premises for its initial occupancy. Tenant shall be required to remove or restore any alterations, additions or improvements performed by Tenant unless, simultaneously with any such written consent of Landlord (if required) or notice to Landlord (if Landlord’s consent is not required) of such alteration, addition or improvement, Landlord provides Tenant with a written statement that the alteration, addition or improvement being performed does not need to be removed or restored by Tenant at the end of the Term. In the event that Landlord fails to notify Tenant within ten (10) business days of Tenant’s request for Landlord’s consent (if required) or notice to Landlord (if Landlord’s consent is not required) of any alteration, addition or improvement whether such alteration, addition or improvement needs to be removed or restored at the end of the Term, then such failure shall constitute a determination by Landlord that such alteration, addition or improvement does not need to be removed or restored at the end of the Term. 6.3 All alterations, additions or improvements proposed by Tenant shall be constructed in accordance with all applicable government laws, legal requirements ordinances, rules and regulations, using Building standard materials where applicable, and Tenant shall, prior to construction, provide the additional insurance required under Article 11 in such case, and also all such assurances to Landlord as Landlord shall reasonably require to assure payment of the costs thereof, including but not limited to, notices of non-responsibility, waivers of lien, surety company performance bonds and funded construction escrows and to protect Landlord and the Permitted EncumbrancesBuilding and appurtenant land against any loss from any mechanic’s, materialmen’s or other liens (provided, however, that such surety company performance bonds and funded construction escrows shall not be required by Landlord so long as (a) Tenant is not then in default under this Lease beyond any applicable notice and core period, (b) Landlord has not applied the Security Deposit or drawn on the letter of credit as a result of a default by Tenant under this Lease beyond any applicable notice and cure period, and (c) such set of alterations, additions or improvements by Tenant do not exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate). If Tenant shall submit pay in addition to any sums due pursuant to Article 4, any increase in real estate taxes attributable to any such alteration, addition or improvement for so long, during the Term, as such increase is ascertainable; at Landlord’s election said sums shall be paid in the same way as sums due under Article 4. Landlord may, as a request condition to its consent to any particular alterations or improvements which Tenant would be required to remove or restore at the end of the Term, require Tenant to deposit with Landlord for Landlord's approval the amount reasonably estimated by Landlord as sufficient to cover the cost of an Alteration which requires Landlord's approvalremoving such alterations, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days additions or improvements and restoring the Premises; but only to the extent that the reasonably estimated costs of receiving Tenant's proposal removal and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission restoration of such modified proposal. If alteration, addition or improvement exceed seventy five percent (75%) of the Security Deposit to be held by Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation at the end of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by TenantTerm.

Alterations. For purposes of this Lease, any physical improvement addition, enhancement or change with respect to all or any portion of the Premises is referred to as an "Alteration." Tenant or Franchisor shall have the right at any time and from time to time during the Term to make or cause to be made any Alteration not permit alterations in or to the Leased Premises (i) without unless and until the plans and the contractor have been approved by Landlord in writing. As a condition of such approval, Landlord may require Tenant to remove the alterations and restore the Leased Premises upon termination of this Lease to the condition existing prior to the installation of such alterations; otherwise, all such alterations shall at Landlord's consent, if such Alteration is performed in order to comply with any of Tenant's agreements with Franchisor and such Alteration does not adversely affect any structural component ’s option become a part of the Building realty and (ii) in the case property of any Alteration other than those permitted under clause (i) aboveLandlord, with Landlord's prior consent, which consent and shall not be unreasonably withheld provided removed by Tenant. Tenant shall ensure that such Alteration does not (A) diminish the value of the Premises (including, by way of example only, but without limitation, by diminishing the utility of the Improvements for use as a restaurant or diminishing the useful life of the Improvements), except to a de minimis extent, or (B) adversely affect any structural component of the Building. Every Alteration all alterations shall be made in accordance with all applicable laws, legal requirements regulations and building codes, in a good and workmanlike manner and of quality equal to or better than the Permitted Encumbrancesoriginal construction of the Building and that its contractors comply with the terms and conditions of Landlord’s building standards (which Landlord agrees to furnish to Tenant upon request therefor). Upon completion of the work, Tenant shall provide lien waivers from the subcontractors or a final affidavit of lien waiver from the general contractor, and such lien waiver shall be in a form reasonably acceptable to Landlord. No person shall be entitled to any lien derived through or under Tenant for any labor or material furnished to the Leased Premises, and nothing in this Lease shall be construed to constitute a consent by Landlord to the creation of any lien. If any lien is filed against the Leased Premises for work claimed to have been done for or material claimed to have been furnished to Tenant, Tenant shall submit a request cause such lien to be discharged of record or bonded from the Project within thirty (30) days after Tenant’s actual notice of such lien filing. Tenant shall indemnify Landlord from all costs, losses, expenses and attorneys’ fees in connection with any construction or alteration to the Leased Premises by Tenant and any related lien. Notwithstanding anything to the contrary above, Tenant shall have the right to make alterations to the Leased Premises without obtaining Landlord’s prior written consent provided that (i) excluding replacing carpeting and other floor coverings, such alterations do not exceed Fifty Thousand and No/100 Dollars ($50,000.00) in cost in any one instance; (ii) such alterations are non-structural in nature and do not affect the Building systems; and (iii) Tenant provides Landlord with prior written notice of its intention to make such alterations stating in reasonable detail the nature, extent and estimated cost of such alterations together with the plans and specifications for Landlord's approval the same no less than ten (10) days before the date on which Tenant anticipates commencing construction of an Alteration which requires Landlord's approvalthe same. Tenant shall provide Landlord with copies of the as-built plans and specifications, including CAD drawings, if available, reflecting all such alterations, improvements or additions as completed within fifteen (15) days after the completion thereof. Notwithstanding anything to the contrary in this Lease, Landlord shall (x) approve such Alteration proposed by Tenant within twenty-one (21) days of receiving Tenant's proposal not construct any floors above the Building or place any other improvements thereon other than as specifically provided in the Plans and request for approval or (y) disapprove Tenant's proposal in writing with a detailed explanation of its objections within twenty-one (21) days of receiving Tenant's proposal and request for approval. If Tenant submits a proposal to Landlord and Landlord disapproves such proposal within the twenty-one (21) day time period, Tenant may submit another proposal with modifications thereto made in response to Landlord's objections and Landlord shall so approve or disapprove same within seven (7) days after submission of such modified proposal. If Landlord does not approve or disapprove any proposal or modified proposal in writing with a detailed explanation of its objections within the applicable seven (1) or twenty-one (21) day period, Tenant may submit to Landlord a reminder notice, which shall state that Landlord's failure to disapprove the applicable proposal within seven (7) days after receipt of such reminder notice shall be deemed to constitute Landlord's approval thereof. If Landlord does not disapprove such proposal or modified proposal in writing with a detailed explanation of Landlord's objections to Tenant's modifications within seven (7) days after receipt of Tenant's reminder notice, Landlord shall be deemed to have approved the Alterations proposed by TenantSpecifications.