ssion of Site Approval Packages and the development of Restaurants as set forth on Exhibit B to this Agreement.

• (g) "Restaurant" or "Restaurants" shall mean one or more Del Taco restaurants.
• (h) "Site Approval Package" shall mean the information and forms required by Section 7 of this Agreement.
• (i) "Alternative Point(s) of Distribution" shall mean those locations as further defined in Section 13(c) of this Agreement.
• 1. Grant of Development Rights. Del Taco hereby grants to the Developer, subject to the terms and conditions of this Agreement and as long as the Developer complies with this Agreement and all other agreements with Del Taco, limited exclusive Development Rights for Restaurants identified on Exhibit B. The Developer shall have limited exclusive rights to develop Restaurants—that is, Del Taco will not establish, or grant franchises for others to establish, Del Taco Restaurants—in the Development Area for the term of this Agreement. The Developer shall submit Site Approval Packages and shall develop and open the total number of Restaurants set forth on and in accordance with the Development Schedule. This Agreement is not a franchise agreement and does not grant the Developer any right to use the Del Taco System or any part of the Del Taco System. The Developer shall have no right under this Agreement to license others to use the Del Taco System or any part of this Del Taco System.
• 1. Term. This Agreement and all Development Rights shall expire immediately upon the required opening date for the last Restaurant set forth on the Development Schedule or the actual opening date for the last Restaurant, whichever first occurs, unless sooner terminated in accordance with the terms and conditions of this Agreement.
  • 1. Time of Essence. Time is of the essence of this Agreement.

5. Fees. The Developer shall pay to Del Taco the following fees:

• (a) In consideration of the Development Rights granted in this Agreement, the Developer shall pay to Del Taco a fully non-refundable Development Fee of $35,000 for the first Restaurant scheduled for opening and $10,000 for each additional Restaurant scheduled for opening, payable upon execution and delivery by the Developer of this Agreement. As between Developer and Del Taco, Del Taco shall earn the Development Fee upon the execution of this Agreement and shall not have any obligation to refund any portion of the Development Fee.
• (b) Upon the execution by the Developer of a Franchise Agreement, Del Taco shall credit from the Development Fee $35,000 for the first Restaurant scheduled for opening and $10,000 for each subsequent Restaurant scheduled for opening towards the initial franchise fee for each of those Restaurants. The Developer shall pay the balance of the initial franchise fee for the second and each subsequent Restaurant scheduled for opening. The Developer acknowledges that, once it has executed a Franchise Agreement for a Restaurant, the Developer will not have the right to a refund of any portion of the foregoing fees.
• (c) Notwithstanding any provision of the Agreement to the contrary, if Developer is not able to timely meet its Development Schedule, and provided that Developer and its affiliates are in full compliance with all agreements with Del Taco, Developer may request a twelve-month extension of one or more of the development deadlines in the Development Schedule, which extension Del Taco may grant or deny at its sole option. To request an extension of a development deadline, Developer must provide Del Taco at least six months' advance written notice. For each twelve-month extension of such deadline(s) that Del Taco approves in writing, Developer must (A) pay Company a fee calculated as follows: $5,000 times the number of development deadlines that Developer wishes to extend for twelve months ("Extension Fee") and (B) sign an amendment to the Development Agreement to reflect these specific dates of the extension, and which will include a general release in the form in general use by Del Taco at the time, in favor of Del Taco and its officers, directors, agents, employees, subsidiaries, and affiliates. The Extension Fee is earned upon receipt and is non-refundable; provided, Del Taco will credit the Extension Fee towards payment of the Franchise Fee for subject location upon execution of the applicable Franchise Agreement. In all other circumstances, Del Taco will retain any and all Extension Fees.
• (d) Any amount owing from the Developer to Del Taco pursuant to this Section 5, if not paid when due, shall bear interest at the rate of seven percentage points in excess of the prime rate per annum, subject to any applicable limits imposed by California law, after the due date until paid.
  • 1. Services by Del Taco. Del Taco shall provide to the Developer one copy of the following:
    • (a) Del Taco's standard site selection criteria as then in effect;
    • (b) Sample site plans and layouts;

Source: Item 23 — RECEIPTS (FDD pages 59–325)