Under what circumstances will Browns Chicken grant permission for relocation of a Browns Chicken store?

• B. Relocation. If Franchisee's lease for the Premises expires or terminates without fault of Franchisee, or if the Premises is damaged, condemned or otherwise rendered unusable, or if, in the judgment of Brown and Franchisee, there is a change in character of the location of the Store sufficiently detrimental to its business potential to warrant its relocation, Brown will grant permission for relocation of the Store to a location and premises approved by Brown, in its sole discretion. Any such relocation shall be at Franchisee's sole expense. Brown shall have the right to charge Franchisee for services Brown renders to Franchisee in connection with such relocation. Brown shall also have the right to require Franchisee to upgrade the relocated Store to conform to Brown's then current image, standards, and specifications for construction and equipment for all new BROWN's Stores.
  • (1) In the event of a relocation of the Store, Franchisee shall promptly remove from the former 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 Store location shall be disposed of by Franchisee as directed by Brown following notice to Brown to the effect such articles will not be used at the new Store. Furthermore, Franchisee shall, at Franchisee's expense, immediately make such modifications or alterations as may be necessary to distinguish the former Store premises so clearly from its former appearance and from other BROWN's Stores so to prevent any possibility of confusion by the public (including, without limitation, removal of all distinctive physical and structural features identifying BROWN's Stores and removal of all distinctive signs and emblems). Franchisee shall, at Franchisee's expense, make such specific additional changes as Brown may reasonably request for this purpose. If Franchisee fails to initiate immediately or complete such alterations within such period of time as Brown deems appropriate, Franchisee agrees that Brown or its designated agents may enter the premises of the former Store and adjacent areas at any time to make such alterations as Brown deems appropriate to distinguish Franchisee's former Store premises, without liability for trespass. Franchisee expressly acknowledges that failure to make such alterations will cause irreparable injury to Brown and hereby consents to entry, at Franchisee's expense, of any ex parte order by any court of competent jurisdiction authorizing Brown or its agents to take such action, if Brown seeks such an order. Compliance with the foregoing shall be a condition subsequent to Brown's approval of any relocation request by Franchisee, and in the event complete de-identification of the former Store premises is not properly and completely undertaken, Brown may then revoke its permission for relocation and declare a default under this Agreement.

(2) In the event Franchisee loses possession of the Store for whatever reason prior to the expiration of the term of this Agreement, Franchisee is required to diligently search for a new location and open and operate the Store as promptly as commercially practicable. In the event Franchisee fails to diligently pursue a new location and open a new Store, Franchisee shall be liable to Brown for Brown's lost royalties and other damages for the remainder of the franchise term.

Source: Item 22 — Contracts (FDD page 43)