What modernization requirements must be met before Alloy will consent to a transfer?

We condition our consent to any proposed transfer, whether to an individual, a corporation, a partnership or any other entity upon the following:

Modernization.

You must have complied with the provisions of subparagraph 5.E.

Each and every transfer of any interest in this Agreement or your business governed by Paragraph 11 or any renewal agreement covered by Paragraph 4 is expressly conditioned upon your compliance with these modernization or replacement requirements at the time of transfer or renewal.

E. Modernization or Replacement. From time to time as we require, you must modernize and/or replace the building interior, trade dress, equipment, fixtures and improvements as may be necessary for your Facility to conform to the standards for similarly situated new ALLOY facilities, although we will limit any such modernization or replacement during the first two years of the term of this Agreement to a maximum of $10,000. Furthermore, in addition to performing general continued maintenance and refreshing of the Facility premises whenever necessary as set forth in subparagraph 5.C, you must make any required expenditures for equipment or leasehold improvements necessary to offer new services.

You acknowledge and agree that the requirements of this subparagraph 5.E are both reasonable and necessary to ensure continued public acceptance and patronage of ALLOY facilities and to avoid deterioration or obsolescence in connection with the operation of the Facility. If you fail to make any improvement as required by this subparagraph or perform the maintenance described in subparagraph 5.C, we may, in addition to our other rights in this Agreement, effect such improvement or maintenance and you must reimburse us for the costs we incur.

Source: Item 23 — RECEIPTS (FDD pages 69–245)