Common use of Additional Development Clause in Contracts

Additional Development. Tenant acknowledges that Landlord, in its sole discretion, may from time to time expand, renovate and/or reconfigure the San Diego Facility as the same may exist from time to time and, in connection therewith or in addition thereto, as the case may be, from time to time without limitation: (a) change the shape, size, location, number and/or extent of any improvements, buildings, structures, lobbies, hallways, entrances, exits, parking and/or parking areas relative to any portion of the San Diego Facility; (b) modify, eliminate and/or add any buildings, improvements, and parking structure(s) either above or below grade, to the San Diego Facility and/or make any other changes thereto affecting the same; and (c) make any other changes, additions and/or deletions in any way affecting the San Diego Facility and/or any portion thereof as Landlord may elect from time to time, including without limitation, additions to and/or deletions from the land comprising the San Diego Facility. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have no right to seek damages (including abatement of Rent) or to cancel or terminate this Lease because of any proposed changes, expansion, renovation or reconfiguration of the Project nor shall Tenant have the right to restrict, inhibit or prohibit any such changes, expansion, renovation or reconfiguration; provided, however, (i) Landlord shall not change the size, dimensions, location or Tenant’s permitted use of the Premises nor shall the costs of constructing any such development be included as part of Expenses, and (ii) the development described in this Section 36 shall not (x) materially interfere with Tenant’s use and enjoyment of the Premises other than temporarily during any construction, and Landlord shall use reasonable efforts to minimize such interference, and (y) materially increase Tenant’s obligations under this Lease.

Additional Development. Tenant acknowledges that Landlord, in its sole reasonable discretion, may from time to time expand, renovate and/or reconfigure the exterior areas of the San Diego Facility as the same may exist from time to time and, in connection therewith or in addition thereto, as the case may be, from time to time without limitation: (a) change the shape, size, location, number and/or extent of any improvements, buildings, structures, lobbies, hallways, entrances, exits, parking and/or parking areas relative to any portion of the San Diego FacilityFacility (other than to the Premises, Tenant Improvements or Landlord’s Work, nor shall Landlord construct any new buildings on the Land for the purpose of occupancy or lease to third parties without Tenant’s consent); (b) modify, eliminate and/or add any buildingsimprovements (other than the Premises, improvements, and parking structure(sTenant Improvements or Landlord’s Work) either above or below grade, to the San Diego Facility and/or make any other changes thereto affecting the same; and (c) except as otherwise provided herein, make any other changes, additions and/or deletions in any way affecting the exterior areas of the San Diego Facility and/or any portion thereof as Landlord may elect from time to time, including without limitation, additions to and/or deletions from the land comprising the San Diego Facility. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have no right to seek damages (including abatement of Rent) or to cancel or terminate this Lease because of any proposed changes, expansion, renovation or reconfiguration of the Project exterior areas of the San Diego Facility permitted by this Section 36 nor shall Tenant have the right to restrict, inhibit or prohibit any such changes, expansion, renovation or reconfiguration; provided, however, (i) Landlord shall not change the size, dimensions, dimensions or location of the Premises or Tenant’s permitted use of the Premises nor shall the costs of constructing any such development be included as part of Expenses, and (ii) the development described in this Section 36 shall not (x) materially interfere with Tenant’s use and enjoyment of the Premises other than temporarily during any construction, and Landlord shall use reasonable efforts to minimize such interference, and (y) materially increase Tenant’s obligations under this Lease.

Additional Development. Tenant acknowledges If Company shall determine that Landlordfurther development of the Development Area following the Term is desirable, Company shall notify Subfranchisor in writing at least [NUMBER OF MONTHS] prior to the expiration of the Term, of Company's intention to develop additional [FRANCHISED BUSINESSES] in the Development Area and deliver a plan for such development over a five-year-period. Subject to the conditions set forth in Section 2.2 of this Agreement, Subfranchisor shall have a prior right to undertake the additional development which Company shall have set forth in its sole discretionnotice to Subfranchisor, may from time which right of additional development shall be exercised only in accordance with Section 2.3. Such right of additional development by Subfranchisor shall arise upon the expiration of each successive Master Franchise agreement between Company and Subfranchisor for so long as Company concludes that development of additional [FRANCHISED BUSINESSES] is commercially appropriate in the Development Area. Subject to time expand, renovate and/or reconfigure the San Diego Facility as the same may exist from time to time and, rights of first refusal set forth in connection therewith or in addition thereto, as the case may be, from time to time without limitation: subparagraph (a) change below, if such right of additional development is not exercised by Subfranchisor, Company or its nominee(s) may construct, equip, open and operate additional [FRANCHISED BUSINESSES] in the shapeDevelopment Area upon the expiration of the Term. (a) If Company shall have notified Subfranchisor prior to the expiration of the Term that further development of the Development Area is not then desirable, sizeCompany's right to construct, equip, open and operate additional [FRANCHISED BUSINESSES] in the Development Area, or to license any third party to do so, shall be subject to the Subfranchisor's right of first refusal with respect thereto, which shall be exercised, if at all, in the following manner: (i) In the case any additional [FRANCHISED BUSINESSES] are to be developed by the Company, Company shall serve upon Subfranchisor a written notice setting forth the proposed location of the [FRANCHISED BUSINESS], and two (2) copies of the Company's then current form of Franchise Agreement. Subfranchisor shall have thirty (30) days following Company's service of such notice within which to enter into a lease for the Location and to execute and return both copies of the Franchise Agreement to Company in the manner described in Section 5.4 below, together with the franchise fee payable with respect thereto. If Subfranchisor shall fail to exercise its said right of first refusal, as aforesaid, Company may thereafter open [FRANCHISED BUSINESS] at such location, number and/or extent of any improvements, buildings, structures, lobbies, hallways, entrances, exits, parking and/or parking areas relative . (ii) With respect to any portion of proposed area development agreement (pursuant to which the San Diego Facility; (b) modify, eliminate and/or add any buildings, improvements, and parking structure(s) either above or below grade, to the San Diego Facility and/or make any other changes thereto affecting the same; and (c) make any other changes, additions and/or deletions in any way affecting the San Diego Facility and/or any portion thereof as Landlord may elect from time to time, including without limitation, additions to and/or deletions from the land comprising the San Diego Facility. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have no right to seek damages (including abatement of Rent) or to cancel or terminate this Lease because of any proposed changes, expansion, renovation or reconfiguration of the Project nor shall Tenant have Company grants the right to restrictopen, inhibit but not subfranchise, two (2) or prohibit any more Franchises within a defined development area), or Master Franchise agreement (pursuant to which the Company grants the right to open, or subfranchise others to open, two (2) or more Franchises within a defined development area), Company shall serve upon Subfranchisor a written notice of its intention to enter into such changesagreement, expansion, renovation or reconfiguration; provided, however, (i) Landlord shall not change the size, dimensions, location or Tenant’s permitted use together with two copies of the Premises nor proposed area development or Master Franchise agreement, as applicable. Subfranchisee shall have the costs right, thirty (30) days following the Company's service of constructing such notice, to execute and return to Company both copies of the proposed area development or Master Franchise agreement, together with any fees payable to Company pursuant to the terms thereof. If Subfranchisor has satisfied the conditions described in Section 2.2, Company shall execute and return one (1) copy of the area development or Master Franchise agreement to Subfranchisor. If Subfranchisor fails to exercise its right of first refusal as aforesaid, or fails to satisfy the conditions described in Section 2.3, Company may thereafter enter into an area development or Master Franchise agreement, with such development third party. (iii) The Subfranchisor's rights of first refusal described herein shall be included as part of Expenseseffective only if, and (ii) the development described for so long as, a management agreement is in this effect between Company and Subfranchisor pursuant to Section 36 shall not (x) materially interfere with Tenant’s use and enjoyment of the Premises other than temporarily during any construction, and Landlord shall use reasonable efforts to minimize such interference, and (y) materially increase Tenant’s obligations under this Lease6.5 below.