Who bears the expense of relocating a Big Apple Bagels store?

Until such time that the new location is open for business, the amount of the royalty fee and Marketing Fund Contribution will be based on the Franchisee's average weekly level of Gross Revenues during the one year period prior to closing the first BAGELS Store.

Any such relocation shall be at Franchisee's sole expense, and shall not be undertaken without Franchisor's prior written consent.

Franchisor shall have the right to charge Franchisee for services Franchisor renders to Franchisee in connection with such relocation, including reimbursement of its costs for reviewing and approving the new location and the costs for construction drawings for the Store at its new location.

Franchisor shall also have the right to require Franchisee to upgrade the relocated Store to conform to Franchisor's then current image, standards, and specifications for construction and equipment for all new BAGELS Stores.

• ii.

In the event of a relocation of the BAGELS Store, Franchisee shall promptly remove from the former BAGELS Store premises any and all signs, fixtures, furniture, posters, furnishings, equipment, menus, advertising materials, stationery, supplies, forms and other articles which display any of the Marks and distinctive features or designs associated with the System.

Any articles which display any of the Marks or any distinctive features or designs associated with the System which are not used by Franchisee at the new BAGELS Store location shall be disposed of by Franchisee as directed by Franchisor following notice to Franchisor to the effect such articles will not

be used at the new BAGELS Store. Furthermore, Franchisee shall, at Franchisee's expense, immediately make such modifications or alterations as may be necessary to distinguish the former BAGELS Store premises so clearly from its former appearance and from other BAGELS Stores so to prevent any possibility of confusion by the public (including, without limitation, removal of all distinctive physical and structural features identifying BAGELS Stores and removal of all distinctive signs and emblems). Franchisee shall, at Franchisee's expense, make such specific additional changes as Franchisor may reasonably request for this purpose. If Franchisee fails to initiate immediately or complete such alterations within such period of time as Franchisor deems appropriate, Franchisee agrees that Franchisor or its designated agents may enter the premises of the former Store and adjacent areas at any time to make such alterations as Franchisor deems appropriate to distinguish Franchisee's former BAGELS Store premises, without liability for trespass. Franchisee expressly acknowledges that failure to make such alterations will cause irreparable injury to Franchisor and hereby consents to entry, at Franchisee's expense, of any ex parte order by any court of competent jurisdiction authorizing Franchisor or its agents to take such action, if Franchisor seeks such an order. Compliance with the foregoing shall be a condition subsequent to Franchisor's approval of any relocation request by Franchisee, and in the event complete de-identification of the former BAGELS Store premises is not properly and completely undertaken, Franchisor may then revoke its permission for relocation and declare a default under this Agreement.

Source: Item 22 — CONTRACTS (FDD pages 86–87)