ASSIGNMENT AND ASSUMPTION OF LEASE AND GUARANTY

ASSIGNMENT AND ASSUMPTION OF LEASE AND GUARANTY


THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND GUARANTY
("Assignment") effective as of this 29th day of December, 2006 by
and between AEI FUND MANAGEMENT XVII, INC., a Minnesota
corporation, ("Assignor") and AEI INCOME & GROWTH FUND XXII
LIMITED PARTNERSHIP, a Minnesota limited partnership and AEI
INCOME & GROWTH FUND 26 LLC, a Delaware limited liability
company, as tenants in common (together, collectively
"Assignee").

RECITALS

WHEREAS, Assignor is the owner of certain real property
located at 1516 South Washington Street, City of Crawfordsville,
Montgomery County, Indiana as more particularly described on
EXHIBIT A attached hereto and incorporated herein by this
reference (the "Property")).

WHEREAS, Assignor has leased the Property to Apple Indiana
II LLC, a Delaware limited liability company ("Apple Indiana"),
pursuant to that certain Lease Agreement dated September 21, 2006
(the "Lease"); and

WHEREAS, Apple American Group LLC., a Delaware limited
liability company ("Guarantor") has executed a Guaranty of Lease
dated September 21, 2006 (the "Guaranty"); and

WHEREAS, in connection with Assignor's conveyance of its fee
simple interest in the Property to Assignee, as tenants in
common, Assignor desires to assign its right, title and interest
in and to the Lease and the Guaranty to AEI Income & Growth Fund
XXII Limited Partnership, an undivided sixty percent (60.0%)
interest as a tenant in common; and AEI Income & Growth Fund 26
LLC, an undivided forty percent (40.0%) interest as a tenant in
common, and Assignee desires to assume Assignor's right, title
and interest in and to the Lease and the Guaranty;

NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Assignor
and Assignee agree as follows:

1. ASSIGNMENT. Assignor hereby gives, grants, bargains,
sells, conveys, transfers and sets over unto Assignee, its
successors and assigns, as of the date first above written (the
"Effective Date"), all of Assignor's right, title and interest in
and to the Lease and the Guaranty.

2. ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION. Assignee
hereby accepts the foregoing assignment, and hereby assumes and
agrees to be bound by and perform all of Assignor's obligations
and liabilities to be performed and/or occurring under the Lease
or the Guaranty on or after the Effective Date, including,
without limitation, the obligations for return of security
deposits as provided in the Lease or the Guaranty and/or required
by law, and any and all obligations for any and all leasing
commissions, brokerage fees and similar payments which become due
and payable after the Effective Date, including, without
limitation, any and all leasing commissions, brokerage fees and
similar payments which become due and payable in connection with
the exercise of any option or right under the Lease.

3. INDEMNIFICATION. (a) Assignor hereby indemnifies
Assignee, and agrees to defend and hold harmless Assignee from
and against any and all liability, loss, damage and expense,
including without limitation reasonable attorneys' fees, which
Assignee may or shall incur under the Lease or the Guaranty by
reason of any failure or alleged failure of Assignor to have
complied with or to have performed, before the Effective Date,
the obligations of the landlord thereunder which were to be
performed before the Effective Date.

(b) Assignee hereby indemnifies Assignor, and agrees
to defend and hold harmless Assignor from and against any and all
liability, loss, damage and expense, including without limitation
reasonable attorneys' fees, which Assignor may or shall incur
under the Lease or the Guaranty by reason of any failure or
alleged failure of Assignee to comply with or perform, on or
after the Effective Date, all the obligations of the landlord
thereunder which are to be performed on or after the Effective
Date.

4. SUCCESSORS AND ASSIGNS. The terms and conditions of
this Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and
assigns.

5. RETAINED RIGHTS. Assignee hereby agrees that Assignor
may, at Assignor's election and expense, proceed at law or equity
to collect any delinquent rents accruing under the Lease prior to
the Effective Date. Assignor hereby agrees that Assignee shall
have no obligation to collect any rent due prior to the Effective
Date under the Lease; provided, however, that in the event
Assignee is paid rent from a tenant that has delinquent rent
accruing prior to the Effective Date, and such payment is in
excess of current rent due and payable under the Lease and any
collection costs incurred by Assignee to collect such rents, then
Assignee agrees to pay such excess amount to Assignor as soon as
reasonably practicable after the date of receipt by Assignee.

6. MISCELLANEOUS. This Assignment shall be governed and
construed in accordance with the laws of the State of Indiana.
This Agreement may be executed in several counterparts, each of
which shall be deemed an original, and all of which together
shall constitute one and the same instrument.

IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment as of the date and year first above written.


"ASSIGNOR" AEI FUND MANAGEMENT XVII, INC.
a Minnesota corporation


By: /s/ Robert P Johnson
Name: Robert P Johnson
Title: President


STATE OF MINNESOTA )
) ss.
COUNTY OF RAMSEY )

The foregoing was acknowledged before me this 29th day of
December, 2006, by Robert P. Johnson, in his capacity as the
President of AEI Fund Management XVII, Inc., a Minnesota
corporation, who acknowledged the execution of the foregoing
instrument to be the voluntary act and deed of said corporation
by authority of its board of directors on behalf of the company.

[Seal] /s/ Jennifer L Dingmann
Print Name: Jennifer L Dingmann
My Commission Expires: 1/31/2010




"ASSIGNEE" AEI INCOME & GROWTH FUND XXII
LIMITED PARNTERSHIP,
a Minnesota limited partnership

By: AEI Fund Management XXI, Inc.,
a Minnesota corporation, its
Corporate General Partner

By: /s/ Robert P Johnson
Name: Robert P Johnson
Title: President




STATE OF MINNESOTA )
) ss.
COUNTY OF RAMSEY )

The foregoing was acknowledged before me this 29th day of
December, 2006, by Robert P. Johnson, in his capacity as the
President of AEI Fund Management XXI, Inc., a Minnesota
corporation, the corporate General Partner of AEI Income & Growth
Fund XXII Limited Partnership, a Minnesota limited partnership
("Partnership"), who acknowledged the execution of the foregoing
instrument to be the voluntary act and deed of said corporation
by authority of its board of directors on behalf of the
Partnership.


[Seal] /s/ Jennifer L Dingmann
Print Name: Jennifer L Dingmann
My Commission Expires: 1/31/2010


AEI INCOME & GROWTH FUND 26 LLC,
a Delaware limited liability company

By: AEI Fund Management XXI, Inc.,
a Minnesota corporation, its
Managing Member

By: /s/ Robert P Johnson
Name: Robert P Johnson
Title: President


STATE OF MINNESOTA )
) ss.
COUNTY OF RAMSEY )

The foregoing was acknowledged before me this 29th day of
December, 2006, by Robert P. Johnson, in his capacity as the
President of AEI Fund Management XXI, Inc., a Minnesota
corporation, the Managing Member of AEI Income & Growth Fund 26
LLC, a Delaware limited liability company, ("Company") who
acknowledged the execution of the foregoing instrument to be the
voluntary act and deed of said corporation by authority of its
board of directors on behalf of the Company.


[Seal] /s/ Jennifer L Dingmann
Print Name: Jennifer L Dingmann
My Commission Expires: 1/31/2010



EXHIBIT A

(Legal Description)



PARCEL 1:

Part of the Northwest Quarter of Section 8, Township 18 North,
Range 4 West, in Montgomery County, Indiana, more particularly
described as follows:

Commencing at the Northwest corner of said Northwest Quarter
Section; thence along the West line thereof, South 00 degrees 26
minutes 24 seconds East (assumed bearing) 1179.37 feet; thence
North 89 degrees 33 minutes 36 seconds East to the Easterly right-
of-way of U.S. 231 46.19 feet to the POINT OF BEGINNING of this
description; thence North 00 degrees 17 minutes 20 seconds West
on and along said Easterly right-of-way 41.38 feet to the point
of curvature of a tangent curve to the right, from which the
radius point of said curve bears North 89 degrees 42 minutes 40
seconds East 914.93 feet; thence on and along said right-of-way
Northerly along said curve an arc distance of 252.49 feet to a
point on said curve, said point being North 74 degrees 28 minutes
36 seconds West 914.93 feet from said radius point; thence
leaving said right-of-way line South 75 degrees 33 minutes 28
seconds East 79.71 feet; thence North 14 degrees 26 minutes 32
seconds East 62.16 feet; thence South 82 degrees 33 minutes 30
seconds East 16.10 feet; thence South 72 degrees 33 minutes 30
seconds East 58.14 feet; thence South 83 degrees 26 minutes 31
seconds East 49.09 feet; thence South 08 degrees 59 minutes 15
seconds East 91.19 feet to the point of curvature of a tangent
curve to the right, from which the radius point of said curve
bears South 81 degrees 00 minutes 45 seconds West 515.50 feet;
thence Southerly along said curve on an arc distance of 36.11
feet to a point on said curve, said point being North 85 degrees
01 minutes 34 seconds East 515.50 feet from said radius point, to
the point of curvature of a reverse curve to the left, from which
the radius point of said curve bears North 85 degrees 01 minutes
34 seconds East 19.50 feet; thence Southerly, Southeasterly, and
Easterly along said curve an arc distance of 28.94 feet to a
point on said curve, said point being South 00 degrees 00 minutes
00 seconds East 19.50 feet from said radius point; thence North
90 degrees 00 minutes 00 seconds East 77.54 feet; thence South 29
degrees 32 minutes 35 seconds West 184.24 feet; thence South 89
degrees 34 minutes 00 seconds West 270.81 feet to the POINT OF
BEGINNING of this description, containing 1.931 acres, more or
less.

LESS AND EXCEPT the real property conveyed by Apple American
Limited Partnership of Indiana, an Indiana limited partnership,
to the State of Indiana by Warranty Deed recorded on June 15,
2000 in Deed Record 307, page 49 in the Office of the Recorder of
Montgomery County, Indiana.

PARCEL 2:

Non-exclusive easement as set out in that certain Declaration of
Easements and Restrictions recorded July 9, 1996, in Deed Record
294, page 371, in the Office of the Recorder of Montgomery
County, Indiana.



TAX KEY #: 023-25032-00
PROPERTY ADDRESS: 1516 South Washington Street
Crawfordsville, IN 47933








LEASE


BETWEEN




AEI FUND MANAGEMENT XVII, INC



as Landlord,


and APPLE INDIANA II LLC


as Tenant


Dated as of September 21, 2006




(Crawfordsville, Indiana)









TABLE OF CONTENTS


Page

1. BASIC PROVISIONS 1
2. LEASING AGREEMENT; TERM 1
3. RENT 3
4. TAXES 5
5. ENVIRONMENTAL MATTERS 6
6. COMPLIANCE WITH REQUIREMENTS 8
7. COVENANT AGAINST LIENS 9
8. USE AND ENJOYMENT 9
9. TENANT'S PROPERTY; LIEN WAIVER 12
10. ALTERATIONS; MAINTENANCE AND REPAIR 13
11. CONDEMNATION AND CASUALTY DAMAGE 14
12. INSURANCE 17
13. ASSIGNMENT AND SUBLETTING 19
14. INDEMNIFICATION 21
15. DEFAULT; REMEDIES 23
16. SURRENDER OF PREMISES 27
17. SUBORDINATION AND ATTORNMENT 28
18. ESTOPPEL CERTIFICATES 29
19. NOTICES 30
20. LEASEHOLD FINANCING 30
21. RIGHT OF FIRST REFUSAL 31
22. [INTENTIONALLY OMITTED] 32
23. GUARANTY 32
24. MISCELLANEOUS 33

LEASE


THIS LEASE ("LEASE") dated September 21, 2006 ("EFFECTIVE
DATE"), is made and entered into by and between AEI FUND
MANAGEMENT XVII, INC., a Minnesota corporation ("LANDLORD"), and
APPLE INDIANA II LLC, a Delaware limited liability company
("TENANT").

1. BASIC PROVISIONS

1.1. Premises Address: 1516 S. Washington Street
Crawfordsville, IN 47933
1.2. Landlord Name and Address: AEI Fund Management XVII, Inc.
1300 Wells Fargo Place
30 Seventh Street East
St. Paul, Minnesota 55101

1.3. Tenant Name and Address: Apple Indiana II LLC
6200 Oak Tree Boulevard, Suite
250
Independence, OH 44131
Attn: Chief Financial Officer
1.4. Lease Date: September 21, 2006
1.5. Term: Twenty (20) Lease Years
1.6. Options to Extend: Four (4) periods of five (5)
Lease Years each
1.7. Exhibits: Exhibit A - Land Legal
Description
Exhibit B - Landlord Agreement
Exhibit C - Memorandum of Lease
Exhibit D - Guaranty of Lease
Exhibit E - Subordination, Non-
Disturbance and
Attornment Agreement

2. LEASING AGREEMENT; TERM


2.1. LEASING AGREEMENT. Landlord leases to Tenant and Tenant
leases from Landlord upon and subject to the terms and conditions
set forth in this Lease certain real estate consisting of
approximately 1.4 acres of land, as legally described in attached
Exhibit A, together with all easements, rights and appurtenances
thereto, including, but not limited to all of Landlord's rights,
if any, to use any common areas, parking, access drives and
sidewalks in any center of which the real estate may be a part
(the "LAND"). The Land is commonly known as 1516 South
Washington Street, Crawfordsville, ("CITY"), Montgomery County,
Indiana. The Land, together with the restaurant and other
related improvements now or hereafter thereon ("IMPROVEMENTS"),
are referred to in this Lease as the "PREMISES." The Premises
are leased subject to all restrictions, covenants, encumbrances
and other matters of record on the date of this Lease.

2.2. TERM. The term of this Lease ("TERM") shall commence
("COMMENCEMENT DATE") on the Effective Date and, unless extended
or earlier terminated as provided herein, shall expire
("EXPIRATION DATE") at midnight on the last day of the twentieth
(20th) "Lease Year" thereafter. "LEASE YEAR" shall mean and
refer to that period of twelve (12) full consecutive calendar
months beginning with the first full calendar month of the Term
and each subsequent period of twelve (12) consecutive calendar
months during the Term, provided that if the Term commences on
other than the first day of a calendar month, then the initial
fractional month of the Term plus the next succeeding twelve (12)
full calendar months shall constitute the first Lease Year of the
Term and PROVIDED, FURTHER, that if this Lease is terminated
prior to the Expiration Date, the last Lease Year may contain
less than twelve (12) full calendar months.

2.3. EXTENSION OF THE TERM. Provided that this Lease is in full
force and effect and no Event of Default has occurred and is
continuing, Tenant shall have the option to extend the Term for
up to four (4) successive periods of five (5) Lease Years each
upon all of the provisions of this Lease, which extension options
shall automatically be deemed exercised two hundred seventy (270)
days prior to the then current Expiration Date without the
requirement for any further notice; PROVIDED, HOWEVER, that
Tenant shall have the right to terminate this Lease (and void any
such automatic extension and all remaining extension options)
effective as of any then current Expiration Date by giving
written notice thereof to Landlord not less than two hundred
seventy (270) days before such then current Expiration Date; and
provided, further, that this Lease shall not be automatically
extended (and Tenant shall be deemed to have given written notice
of non-renewal) if on the date which is two hundred seventy (270)
days prior to the then current Expiration Date an Event of
Default has occurred and is continuing, and in such event this
Lease shall terminate on the then current Expiration Date. If
and each time this Lease is so extended, the word "TERM" shall be
deemed to include the five (5) year extension period with respect
to which the option has been exercised and the term "EXPIRATION
DATE" shall mean the last day of such five (5) year extension
period.

2.4. PREMISES LEASED "AS-IS". LANDLORD HEREBY LEASES AND WILL
LEASE AND TENANT TAKES AND WILL TAKE THE PREMISES "AS IS," AND
TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS LANDLORD
HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT
MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE
PREMISES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR
REPRESENTATION AS TO ITS FITNESS FOR USE, PURPOSE, DESIGN OR
CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF
THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, OR AS TO
VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE, CONDITION,
MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION ,
IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE
BY TENANT. TENANT ACKNOWLEDGES THAT THE PREMISES ARE OF ITS
SELECTION AND TO ITS SPECIFICATIONS, AND THAT THE PREMISES HAVE
BEEN INSPECTED BY TENANT AND ARE SATISFACTORY TO IT. IN THE
EVENT OF ANY DEFECT OR DEFICIENCY IN ANY OF THE PREMISES OF ANY
NATURE, WHETHER PATENT OR LATENT, LANDLORD SHALL NOT HAVE ANY
RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO OR FOR ANY
INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT
LIMITATION, STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS
SECTION 2.4 HAVE BEEN NEGOTIATED, AND THE FOREGOING PROVISIONS
ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY
WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO ANY
OF THE PREMISES, ARISING PURSUANT TO STATUTE, JUDICIAL DECISION,
THE UNIFORM COMMERCIAL CODE OR ANY OTHER LAW, RULE, REGULATION OR
ORDER NOW OR HEREAFTER IN EFFECT OR OTHERWISE.
Tenant acknowledges and agrees that Tenant has examined the title
to the Premises prior to the execution and delivery of this Lease
and has found such title to be satisfactory for the purposes
contemplated by this Lease.


2.5. TRUE LEASE. Landlord and Tenant intend for this Lease to be
a true lease and not a transaction creating a financing
arrangement. Each party shall take all reasonable steps to
reflect the transaction represented hereby in all applicable
books, records and reports (including, without limitation, income
tax filings) in a manner consistent with "true lease" treatment
rather than "financing" treatment.

2.6. NON-TERMINABLE. Except as and to the extent expressly set
forth in Section 2.3 (with respect to non-renewal of this Lease)
and in Article 11 of this Lease, Tenant shall have no right to
terminate this Lease. Tenant shall remain obligated under this
Lease in accordance with its terms and shall not take any action
to terminate, rescind or avoid this Lease, notwithstanding any
bankruptcy, insolvency, reorganization, liquidation, dissolution
or other proceeding affecting Landlord or any action with respect
to this Lease which may be taken by any trustee, receiver or
liquidator or by any court.

3. RENT

3.1. BASE RENT. Tenant shall pay to Landlord as annual base rent
("BASE RENT") the amount set forth in column (b) below for the
corresponding Lease Years set forth in column (a) below:

(a) Lease Year (b) Annual Base Rent (c) Monthly Base Rent

1-5 $223,222.00 $18,601.83
6-10 $239,963.65 $19,996.97
11-15 $257,960.92 $21,496.74
16-20 $277,307.99 $23,109.00
21-25* $298,106.09 $24,842.17
26-30** $320,464.05 $26,705.34
31-35*** $344,498.85 $28,708.24
36-40**** $370,336.27 $30,861.36

[an asterisk (*) indicates an extension period; the number of
asterisks corresponds to the RESPECTIVE extension period.]

Base Rent shall be paid to Landlord in monthly installments
("MONTHLY BASE RENT") in the respective amounts set forth in
column (c) above in advance on the first day of each month for
which the same is due during the Term. Rent for any partial
month shall be prorated on a per diem basis.


3.2. PAYMENT. All charges and costs payable by Tenant to
Landlord or any other third party pursuant to this Lease in
addition to Base Rent shall be considered "ADDITIONAL RENT".
Base Rent and Additional Rent are sometimes referred to
collectively as "RENT." Except as otherwise specifically
provided in this Lease, all Rent shall be paid by Tenant to
Landlord without notice, demand, offset, abatement, reduction or
deduction by check payable to Landlord and sent to Landlord at
the address indicated in Section 1.2 or to such other person,
entity or place as Landlord may from time to time designate by
notice to Tenant. If required by Landlord, Tenant shall make
payments of Monthly Base Rent to Landlord by wire transfer in
immediately available federal funds to such account in such bank
as Landlord may designate from time to time upon not less than
thirty (30) days' notice to Tenant, which account shall be the
same account to which Tenant and/or Tenant's affiliates who lease
other properties from Landlord named herein (or its affiliates)
wire transfer payments of Monthly Base Rent for at least nine (9)
other properties. Monthly Base Rent for the period from and
including the Commencement Date through and including the last
day of the first full calendar month of the Term shall be paid in
advance on the Commencement Date.

3.3. LATE PAYMENTS. If Tenant shall fail to make payment of any
installment of Base Rent or any Additional Rent payable to
Landlord (rather than to a third party) within ten (10) days
after the date when each such payment is due, Tenant shall pay to
Landlord interest at a rate equal to the Default Rate (as
hereinafter defined) on the amount unpaid computed from the date
such payment of Base Rent or Additional Rent was due to and
including the date of payment thereof (but only with respect to
amounts payable directly to Landlord or that are not otherwise
subject to an interest or similar charge that will be treated as
Base Rent or Additional Rent hereunder). Further, if any
installment of Monthly Base Rent is not paid within fifteen (15)
days after the date the same is due, Tenant shall pay to
Landlord, on demand, as Additional Rent, a late charge (the "LATE
CHARGE") equal to four percent (4%) of such overdue installment
of Monthly Base Rent.

3.4. NET LEASE. This is a net lease and Base Rent, Additional
Rent and, except as otherwise expressly set forth herein, all
other sums payable hereunder by Tenant shall be paid without
defense (other than defense of prior payment), notice, demand,
setoff, counterclaim, recoupment, abatement, suspension,
deferment, diminution, deduction or reduction. During the Term
of this Lease, Tenant shall be obligated to pay and shall be
liable for all costs and expenses associated with or arising from
the use, operation, maintenance, repair or improvements of the
Premises (regardless of whether such costs and expenses are
charged or imposed against Landlord or Tenant).


4. TAXES

4.1. As used in this Lease, the term "PREMISES TAXES" shall mean
all real estate, personal property, ad valorem and other taxes
and assessments, general and special, and all other governmental
charges levied, assessed or imposed on or with respect to the
Premises or which arise from the ownership, leasing, use,
occupancy or possession of all or any portion of the Premises.
Without limitation of the foregoing, it is hereby specifically
agreed that "Premises Taxes" include all taxes and other
governmental charges assessed or levied (i) on or with respect to
any Base Rent or Additional Rent payable under this Lease, (ii)
with respect to any period prior to or during the Term, and (iii)
any interest, penalties, fines and other amounts charged for late
payment or non-payment of any Premises Taxes. Notwithstanding the
foregoing, Premises Taxes shall not include (A) any taxes or
assessments imposed on or with respect to Tenant's Property (as
defined in Section 9.1), (B) any income, franchise or other taxes
measured by Landlord's income or profit from the Premises on a
net basis, other than any sales, use, rent, occupancy or similar
taxes on or with respect to Base Rent or Additional Rent, or (C)
any gifts, estate or other transfer taxes imposed on Landlord.


4.2. PAYMENT.


(a) Tenant shall pay Premises Taxes to the appropriate
governmental authority before delinquency and before any
interest, penalties or fines may be charged with respect thereto
and shall deliver a copy of all paid tax bills to Landlord
promptly upon request.

(b) If any Premises Taxes relate to a fiscal period which is
partly within and partly outside of the period for which Tenant
is responsible, the amount thereof shall be prorated so that
Tenant will be responsible for that portion which relates to the
period prior to and after the Commencement Date and through the
Expiration Date and Landlord will be responsible for the portion
after the Expiration Date.
(c) Any refunds (including any accrued interest) of Premises
Taxes applicable to the period prior to and during the Term shall
be the property of Tenant and to the extent received by Landlord
shall be paid over to Tenant promptly after receipt thereof. Any
refund of Premises Taxes shall be deemed a reduction of
Additional Rent hereunder.

4.3. CONTEST. Subject to the provisions hereof, Tenant, at its
own expense, may contest Premises Taxes in any manner permitted
by law, in Tenant's name, and, whenever necessary, in Landlord's
name and Landlord will cooperate at Tenant's sole cost and
expense with Tenant and execute any documents reasonably required
for such purpose. Any such contest shall be conducted by Tenant
in good faith and at its sole cost and expense, by appropriate
proceedings which shall operate during the pendency thereof to
prevent (i) the collection of, or other realization upon, the
Premises Taxes so contested, (ii) the sale, forfeiture or loss of
the Premises, any Base Rent or any Additional Rent to satisfy the
same, (iii) any interference with the use or occupancy of any of
the Premises, and (iv) any interference with the payment of any
Base Rent or the portion of any Additional Rent that does not
represent the Premises Taxes being contested under this Section
4.3. In no event shall Tenant pursue any contest with respect to
any Premises Taxes in any manner that exposes Landlord to (a)
criminal liability, penalty or sanction, (b) any civil liability,
penalty or sanction for which Tenant has not made provisions
reasonably acceptable to Landlord, or (c) defeasance of its
interest the Premises. Tenant agrees that each such contest
shall be diligently prosecuted to a final conclusion. Tenant
shall pay and save Landlord harmless from and against any and all
losses, judgments, decrees and costs (including, without
limitation, attorneys' fees and expenses) in connection with any
such contest and shall, promptly after the final determination of
such contest, fully pay and discharge the amounts which shall be
levied, assessed, charged or imposed or be determined to be
payable therein or in connection therewith, together with all
penalties, fines, interest, costs and expenses thereof or in
connection therewith.

5. ENVIRONMENTAL MATTERS


5.1. DEFINITIONS. For purposes of this Lease the following terms
shall have the following meanings:


(a) "ENVIRONMENTAL LAWS" - all present and future laws,
statutes, rules, regulations, orders and other requirements of
any federal, state, local or other governmental authority
relating to the environment, environmental protection or
regulation, the emission, disposal or discharge or the actual or
threatened release into the environment of pollutants or
contaminants or to any Hazardous Substance or HS Activity.
Without limitation of the foregoing, Environmental Laws include
each of the following, as enacted as of the date hereof or as
hereafter amended: the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C. 9601, et
seq.; the Resource Conversation and Recovery Act of 1976, 42
U.S.C. 6901, et seq.; the Toxic Substance Control Act, 15
U.S.C. 2601, et seq.; the Water Pollution Control Act (also
knows as the Clean Water Act), 33 U.S.C. 1251, et seq.; the
Clean Air Act, 42 U.S.C. 7401, et seq.; and the Hazardous
Materials Transportation Act, 49 U.S.C. 5101, et seq., and any
similar state laws.

(b) "HAZARDOUS SUBSTANCE" - any substance defined or classified
in any Environmental Laws as a toxic or hazardous chemical,
waste, material or substance, or as a pollutant or contaminant
(including, without limitation, petroleum or any by-product or
fractions thereof, lead, asbestos and asbestos containing
materials, polychlorinated byphenyls and radioactive or explosive
materials); and any substance which if present requires
investigation or remediation under any Environmental Law or
results in liability thereunder for exposure thereto or discharge
thereof.

(c) "HS ACTIVITY" - the generation, manufacture, handling,
transportation, usage, treatment, release, discharge, removal,
storage or disposal of any Hazardous Substance.

5.2. TENANT OBLIGATIONS.


(a) On or after the Commencement Date, Tenant (i) shall not
conduct or knowingly permit any HS Activity in, on or from the
Premises or knowingly allow any Hazardous Substances on the
Premises, in each case, in violation of any Environmental Laws,
and (ii) shall comply or cause compliance with all Environmental
Laws applicable to Tenant's use or occupancy of the Premises, and
shall cause the Premises to comply with all Environmental Laws;
in each case specifically including, but not limited to, any
condition existing on the Commencement Date, except to the extent
such violation results from, or compliance is required as a
result of, any act of Landlord or any act or omission of any
other person other than Tenant and its members, managers,
affiliates, officers, directors, employees, contractors,
representatives, agents, assignees or subtenants (collectively,
"TENANT'S PARTIES") (the obligations of Tenant under the
preceding clauses (i) and (ii) are called "Tenant's Compliance
Obligation"). Tenant shall promptly give notice to Landlord if
Tenant becomes aware of any action, claim, suit or proceeding
relating to a violation or alleged violation of any Environmental
Laws filed or threatened against Tenant or the Premises. If, at
any time during the Term, Hazardous Substances shall exist in or
on the Premises to which Tenant's Compliance Obligation applies,
then Tenant shall, or shall cause responsible third parties to,
promptly commence and diligently implement all investigation,
site monitoring, containment, cleanup, removal, restoration or
other remedial work of any kind or nature (collectively,
"Remedial Work") to the extent required by Environmental Laws,
and in compliance with all Environmental Laws, all at Tenant's
sole cost and expense.

(b) Tenant agrees to indemnify, defend and hold harmless
Landlord, any Landlord Lender and their respective managers,
partners, members, officers, directors, shareholders, employees
and agents ("LANDLORD INDEMNITEES") from and against any and all
claims, demands, actions, liabilities, damages, assessments,
losses, fines, penalties, costs and expenses, including
remediation, clean-up and detoxification costs and reasonable
attorneys' fees, arising from or related to any breach or
violation by Tenant of its obligations set forth in Section
5.2(a). The provisions of Section 5.2 shall survive the
expiration or termination of this Lease.
(c) Upon Landlord's request, at any time after the occurrence
and during the continuance of an Event of Default or at such
other time as Landlord has reasonable grounds to believe that
Tenant is in violation of Tenant's Compliance Obligation, Tenant
shall cause an inspection or audit of the Premises by an
environmental engineer or other appropriate consultant reasonably
approved by Landlord to determine the presence or absence of
Hazardous Substances on the Premises. If Tenant fails to
effectuate the commencement of such inspection or audit within
thirty (30) days after such request or fails to deliver a written
report of such inspection or audit to Landlord within sixty (60)
days after such request, Landlord may order the same, and Tenant
hereby grants to Landlord and its respective employees,
contractors and agents access to the Premises upon prior
reasonable notice to undertake such inspection or audit, provided
that such inspection or audit does not interfere with the conduct
of Tenant's business on the Premises, Landlord provides Tenant
certificates of insurance naming Tenant as an additional insured
and containing such types of insurance and limits as Tenant
reasonably requires, Landlord promptly repairs any damage caused
by such testing and restores the Premises to the condition in
which it existed immediately prior to such damage at Landlord's
sole cost and expense, and Landlord shall indemnify Tenant if and
to the extent required under Section 14.2 hereof for all loss,
cost, damage, liens, claims, liabilities or expenses (including,
but not limited to, reasonable attorneys' fees, court costs and
disbursements) incurred by Tenant arising from or by reason of
such inspection or audit. The cost of such inspection or audit
shall be paid (i) by Tenant if such inspection or audit shall
confirm a violation of Tenant's Compliance Obligation or (ii) by
Landlord if such inspection or audit does not confirm a violation
of Tenant's Compliance Obligation.
(d) Landlord and Tenant expressly agree that, notwithstanding
anything to the contrary set forth in this Lease (including, but
not limited to, the provisions of Section 14.1 hereof), except in
the case of Tenant's obligations expressly set forth under
Sections 5.2(a), (b) and (c) hereof, Tenant shall have no
obligation under this Lease (i) to defend, indemnify or hold
harmless Landlord or Landlord Indemnitees with respect to any
Hazardous Substance, Environmental Laws or HS Activity, (ii) to
engage any environmental engineer or appropriate consultant with
respect to any Hazardous Substance, Environmental Laws or HS
Activity, (iii) to conduct any audit or inspection of the
Premises with respect to any Hazardous Substance, Environmental
Laws or HS Activity, (iv) to comply or cause compliance with any
Environmental Laws, or (v) to perform or cause performance of any
Remedial Work with respect to any Hazardous Substance,
Environmental Laws or HS Activity.

5.3. LANDLORD OBLIGATIONS. On or after the Commencement Date,
Landlord shall not conduct any HS Activity on, about or from the
Premises. Landlord shall promptly give notice to Tenant if
Landlord becomes aware of any action, claim, suit or proceeding
relating to a violation or alleged violation of any Environmental
Laws filed or threatened against Landlord or the Premises or if
Landlord has received notice or has actual knowledge of any HS
Activity on the Premises caused by a person other than Tenant or
any Tenant Party.

6. COMPLIANCE WITH REQUIREMENTS


6.1. COMPLIANCE WITH LAW. During the Term, Tenant shall comply,
and shall cause the Premises to comply, in all material respects
with and shall correct any violation of any laws, statutes,
ordinances and other legal and insurance requirements, whether
now or hereafter in force, applicable to the Premises or Tenant's
use or occupancy of the Premises, including without limitation,
the Occupational Safety and Health Act, as amended ("OSHA"), the
Americans with Disabilities Act of 1990, as amended ("ADA"), and,
subject to Section 5.2, all Environmental Laws. Tenant shall
procure, maintain and comply, and shall cause the Premises to
comply, with any and all permits, approvals, licenses and other
governmental authorizations required for the lawful use,
operation, maintenance and any "Alteration" (hereinafter defined)
of the Premises.

6.2. COMPLIANCE WITH PERMITTED ENCUMBRANCES. Tenant agrees that
with respect to all easements, conditions, covenants,
restrictions, encumbrances or agreements now affecting the
Premises or which are hereafter created by or consented to by
Tenant (collectively, the "PERMITTED ENCUMBRANCES"), Tenant shall
observe, perform and comply with, and cause the Premises to
comply with, and carry out and perform all of the obligations
therein which are to be observed and performed by the owner or
any occupant of the Premises thereunder, and shall pay all
assessments, fees, costs and expenses required to be paid by the
owner or any occupant of the Premises thereunder.


7. COVENANT AGAINST LIENS

7.1. LIENS. Tenant shall not cause, suffer or permit any
mechanic's, materialmen's judgment or other lien ("LIEN") to be
filed against the Premises (other than any Lien arising due to
any act or omission of Landlord or its agents); provided that
nothing herein shall be deemed to limit the rights of Tenant
Lender under Section 20.2 hereof. If any Lien shall be filed
against all or any portion of the Premises (other than any Lien
arising due to any act or omission of Landlord or its agents),
(i) Tenant shall give notice thereof to Landlord within ten (10)
business days after the date on which Tenant first becomes aware
of the filing of any such Lien, and (ii) within forty-five (45)
days after first becoming aware of such filing, (but in any event
before any enforcement action to foreclose is taken with respect
to such Lien), Tenant, at its sole cost and expense, shall cause
the Lien to be discharged of record or bonded over by any
statutory bonding procedure sufficient to prevent foreclosure or
other enforcement of such Lien, and shall deliver notice thereof
to Landlord, failing which Landlord shall have the right, but
shall not be obligated, to discharge the Lien without
investigating the validity or amount thereof. Tenant shall
reimburse Landlord on demand for any reasonable amounts so paid
or incurred by Landlord, including reasonable expenses and
attorneys' fees incurred in connection therewith.

Notice is hereby given that Landlord shall not be liable for any
labor, services or materials furnished or to be furnished to
Tenant, or to anyone holding any of the Premises through or under
Tenant, and that no mechanic's, materialman's or other Liens for
any such labor, services or materials shall attach to or affect
the interest of Landlord in and to any of the Premises.

8. USE AND ENJOYMENT


8.1. USE.


(a) Unless otherwise approved in writing by Landlord, during the
Term the Premises shall be used only for the operation of an
Applebee's Restaurant, including without limitation, ancillary
carry-out food service and the sale of beer, wine and other
alcoholic beverages, or, if a change in use is requested by
Franchisor, any other restaurant which may be affiliated with or
franchised by Franchisor. The Premises shall be attractive in
appearance and Tenant shall conduct its business in a lawful and
reputable manner. Tenant shall not commit waste on the Premises
and shall not occupy or use the Premises or permit the same to be
used or occupied for any purpose or in any manner that violates
any applicable legal or governmental requirement.

(b) Tenant shall continuously operate a business pursuant to
Section 8.1(a) from the Premises during the Term of this Lease;
provided, however, that Tenant may temporarily cease its
operations at the Premises for (i) restoration, alteration and
repair obligations pursuant to the terms of its Franchise
Agreement; (ii) the performance of Alterations permitted under
this Lease; or (iii) as a result of any emergency, casualty or
event of force majeure.
(c) All garbage, trash and refuse generated from the operation
of the business conducted on the Premises shall be placed in
appropriate garbage receptacles and, at Tenant's sole cost and
expense, removed from the Premises with sufficient frequency so
as to avoid any accumulation thereof outside of such receptacles.

8.2. EXTERIOR SIGNS, AWNINGS AND CANOPIES. Tenant, at its sole
cost and expense, may at any time and from time to time during
the Term install, alter, and/or replace any and all exterior
signs, awnings and/or canopies as Tenant may determine, so long
as they are in compliance with all applicable laws and all
Permitted Encumbrances. Tenant, at its sole cost and expense,
shall obtain all necessary permits for all signs, awnings and
canopies on the Premises and shall maintain the same in good
condition and repair.

8.3. UTILITIES. Tenant shall arrange and contract, in its name,
for and pay when due all charges for water, gas, electricity,
cable TV, telephone, trash removal, scavenger service and other
utility services used or consumed on the Premises by Tenant or
its agents during the Term, all of which shall be separately
metered and billed to Tenant.

8.4. QUIET ENJOYMENT. Landlord covenants with Tenant that
Tenant, upon paying Rent to Landlord and performing Tenant's
other covenants in this Lease, shall and may peaceably and
quietly have, hold, occupy, possess and enjoy the Premises during
the Term without any interference from Landlord or anyone
claiming by, through or under Landlord.
8.5. SIGNAGE RIGHTS, PARKING, ACCESS, EASEMENTS. Landlord
covenants with Tenant that Landlord shall not engage in any
action, or grant any rights which affect parking at the Premises,
access to the Premises, means of ingress and egress to and from
the Premises, visibility to or from the Premises, Tenant's
signage at the Premises or rights to the roof of the Premises,
any telecommunications equipment or utilities which service the
Premises, Tenant's air rights and any other rights to which
Tenant may be entitled pursuant to any easement agreements or
similar agreements affecting the Premises without Tenant's prior
written consent, which may be granted or withheld in Tenant's
sole discretion but shall not be unreasonably withheld if such
action will not materially adversely affect the conduct of
Tenant's business at the Premises. Landlord agrees to deliver to
Tenant copies of any notices Landlord receives with respect to
the aforementioned rights. Landlord agrees that so long as no
Event of Default shall have occurred and be continuing, upon
request by Tenant (and only after all documentation reasonably
required to consummate the relevant transaction shall have been
provided to Landlord), Landlord shall (i) enter into, modify or
grant such easements, covenants, waivers, approvals or
restrictions for utilities, parking or other matters as Tenant
may desire for the operation of the Premises (including, without
limitation, consenting to site and common area changes affecting
access, parking, tenant mix and the like and approving uses or
users of the other properties in the vicinity of the Premises
which Tenant reasonably believes will have a positive impact on
its business at the Premises) (collectively, "Easements"), or
(ii) dedicate or transfer, minor non-essential unimproved
portions of the Premises for road, highway or other public
purposes to the extent such dedications or transfers are
consistent with commercially reasonable development or operation
of the Premises or, in Tenant's reasonable judgment, will have a
positive impact on its business at the Premises (the
"Dedications"); provided, that Landlord shall be obligated to
take such action only if (A) any such Easements or Dedications do
not adversely affect the value of the Premises (other than to a
de minimis extent), do not unreasonably render the use of the
Premises dependent upon any other property or unreasonably
condition the use of the Premises upon the use of any other
property, and do not adversely affect (other than to a de minimis
extent) the use, or visibility of, or access to, the Premises,
(B) Tenant advises Landlord of the amount of the consideration,
if any, being paid for such Easements or Dedications and that
Tenant considers such consideration, if any, to be fair under the
circumstance and that such consideration, if any, shall be paid
to Landlord, (C) Tenant acknowledges in writing that for so long
as this Lease is in effect, Tenant will perform all obligations,
if any, of Landlord under the applicable instrument and Tenant
will remain obligated under this Lease and AAG (if the Guaranty
is then in effect) acknowledges in writing that AAG will remain
obligated under the Guaranty, in each case in accordance with
their respective terms, and (D) Tenant pays all out-of-pocket
costs and expenses incurred by Landlord in connection with said
Easements or Dedications including, without limitation reasonable
attorneys' fees. Subject to the foregoing clauses (A) through
(D), Landlord shall cooperate with Tenant's efforts to enter into
any Dedications or Easements.

If Tenant shall submit a request to Landlord for Landlord's
cooperation in connection with any such Easement or Dedication
which requires Landlord's approval or execution of any document,
Landlord shall (x) approve such Easement or Dedication, and
execute and deliver to Tenant all documents required in
connection therewith, within ten (10) days of receiving Tenant's
request for approval, or (y) disapprove Tenant's request in a
written notice with a detailed explanation of its objections
delivered to Tenant within ten (10) days of receiving Tenant's
request for approval. If Landlord fails to respond within such
ten (10) day period, Tenant's request with respect to such
Easement or Dedication shall be deemed to be approved by Landlord
hereunder and Tenant is hereby authorized and empowered to
execute and deliver on behalf of Landlord, as Landlord's attorney-
in-fact, all instruments and documents required in connection
therewith.

If Landlord timely disapproves of a Tenant request under
this Section 8.5, then Tenant may elect, by delivering written
notice to Landlord, to resolve the matter by expedited
arbitration in accordance with this paragraph. Landlord and
Tenant shall mutually select a single arbitrator within ten (10)
days after delivery of Tenant's notice of arbitration hereunder.
If the parties cannot agree upon an arbitrator within such
period, then either party may request that a qualified arbitrator
be appointed by the office of the American Arbitration
Association located nearest to the Premises. Following selection
or appointment, the arbitrator shall meet jointly with
representatives of Landlord and Tenant within twenty (20) days to
consider the parties' positions on the disputed issue and the
arbitrator shall render a written decision within two (2)
business days following such meeting. The decision of the
arbitrator shall be final, binding on the parties and
nonappealable. The arbitration shall otherwise be conducted in
accordance with the American Arbitration Association's rules for
expedited dispute resolution in effect at the time. The non-
prevailing party in any such arbitration shall pay the
arbitrator's fee and expenses.

8.6. WARRANTIES, GUARANTIES AND INDEMNITIES. Landlord assigns to
Tenant, without recourse or warranty whatsoever, all warranties,
guaranties and indemnities, express or implied, and similar
rights which Landlord may have against any manufacturer, seller
(other than the Seller under the Purchase and Sale Agreement from
whom Landlord acquired the Premises), engineer, contractor or
builder with respect to the Premises, including, but not limited
to, any rights and remedies existing under contract or pursuant
to the Uniform Commercial Code (collectively, the "guaranties").
Such assignment shall remain in effect during the Term. Landlord
hereby agrees to execute and deliver at Tenant's expense such
further documents, including powers of attorney (which shall
contain indemnity agreements from Tenant to Landlord which shall
be in form reasonably satisfactory to Landlord), as Tenant may
reasonably request in order that Tenant may have the full benefit
of the assignment of guaranties effected or intended to be
effected by this Section 8.6. Upon the occurrence of a
termination of this Lease, the guaranties shall automatically
revert to Landlord.

9. TENANT'S PROPERTY; LIEN WAIVER


9.1. TENANT'S PROPERTY. Landlord agrees that all (i) fixtures,
furniture, furnishings, equipment (other than floor and wall
coverings, fixtures which are "built-ins" or constitute an
integral part of the Building, the walk-in cooler, heat, air
conditioning and ventilation systems, electrical, mechanical and
plumbing systems, all of which are owned by and are the property
of Landlord), Kitchen Equipment (as hereinafter defined),
inventory, merchandise, goods, chattels, trade fixtures, signage,
appliances display cases, supplies, tools, machinery, security
systems, computer software or other personal property of Tenant
(including, without limitation, trade fixtures in, on, around or
affixed to the Premises), (ii) fixtures, furniture, furnishings,
equipment, supplies, tools, machinery, security systems, computer
software, signage and other personal property (including, without
limitation, trade fixtures in, on, around or affixed to the
Premises) which display the name, trade name, trademark, service
mark, logo, insignia, slogan, emblem or symbol of Applebee's
International Inc.'s ("Franchisor") or of Tenant ("Distinctive
Property"), and (iii) all licenses, permits, approvals and
authorizations, if any, which are required in connection with the
operation of Tenant's business, including, without limitation,
all liquor licenses, at any time located on the Premises
(collectively, "Tenant's Property"), shall be and at all times
remain the property of Tenant regardless of whether the same (x)
is affixed to the Improvements on the Land or the manner in which
the same is affixed (unless permanently affixed) or (y) may now
or hereafter be regarded as a fixture or as property of Landlord
by operation of law or otherwise, unless, however, such fixtures
and equipment cannot be removed without substantial damage to any
Improvements which cannot be easily repaired. As used herein the
term "Kitchen Equipment" shall include, without limitation,
kitchen fixtures (except for sanitary plumbing fixtures),
counters, stainless steel equipment, ranges, ovens, display cases
and refrigeration equipment (excluding the walk-in cooler).
Tenant shall have the right at any time and from time to time
during the Term and, subject to the provisions of Section 16.2
below, within fifteen (15) days after the end of the Term to
remove any Tenant's Property from the Premises.

9.2. WAIVER OF LANDLORD'S LIEN. Tenant contemplates financing
from time to time some or all of Tenant's Property with a lender
or vendor ("TE LENDER") who will require a security interest
therein (those items of Tenant's Property which are subject to
such security interest being referred to collectively as
"FINANCED PERSONALTY"). Landlord hereby disclaims and waives any
and all liens or right which Landlord may have to claim a lien
against the Tenant's Property for nonpayment of Rent or otherwise
and agrees to execute and deliver promptly upon request a waiver
with respect thereto.


10. ALTERATIONS; MAINTENANCE AND REPAIR


10.1. ALTERATIONS.

(a) 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 consists of the demolition of the Building and
reconstruction of a new prototypical building so long as: (A)
the new building is constructed in compliance with applicable
codes and Permitted Exceptions, (B) Tenant continues to pay Rent,
(C) construction is completed within nine (9) months following
demolition of the Building, subject to extension for force
majeure events, (D) Landlord has approved in advance the
construction budget (which shall include a contingency) for the
new building, such approval not to be unreasonably withheld,
delayed or conditioned, and (E) either (y) in the case where the
Guaranty is in full force and effect prior to demolition Tenant
has provided Landlord with a commercially reasonable completion
bond for the project or such other assurance of performance as
Landlord may reasonably accept, or (z) prior to demolition the
Tenant deposits with Landlord cash (the "Deposit") sufficient to
construct the building and improvement pursuant to the approved
budget, with the Deposit being disbursed pursuant to the
Landlord's then current construction disbursement procedures;
(ii) 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 (iii) in the case of
any Alteration other than those permitted under clause (ii)
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 (7) 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.


(b) In connection with any Alteration: (i) the Alterations to
be made will be constructed using materials of a quality and
workmanship at least as good as the original work; (ii) all such
Alterations shall be performed in a good and workmanlike manner,
an