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E. Should default be made by Maker in the payment when due of interest,
<br /> principal, or any other sums due hereunder, and if the default is not cured within ten
<br /> (10) days after the due date of such payment, then, at Holder's option, all sums •
<br /> owing hereunder shall, at once, become due and payable. Thereafter, interest shall
<br /> accrue at the maximum legal rate permitted to be charged by non - exempt lenders
<br /> under the usury laws of the State of California. Notwithstanding the forgoing, .
<br /> should the default be non - monetary in nature and cannot be cured in thirty (30)
<br /> days using due diligence, Maker shall not be deemed in default if Maker commences
<br /> to cure as soon as reasonably possible and diligently prosecutes such cure to
<br /> completion.
<br /> F. If Maker, prior to the due date, sells, transfers, conveys, or.assigns
<br /> Maker's interest in the Property (as defined in the Deed of Trust) to or in favor of
<br /> any person or entity, without prior written consent of Holder, which consent shall
<br /> not be unreasonably withheld, then all unpaid interest and principal shall
<br /> immediately become due and payable.
<br /> Notwithstanding the aforementioned, Maker may at any time, without
<br /> limitation, and without the necessity of approval from Holder, make a transfer of the
<br /> Property, or any part thereof, or any interest therein, or any improvements thereon,
<br /> to: (i) a subsidiary, affiliate, parent or other entity which controls, is controlled by,
<br /> or is under common control with Maker; (ii) a successor corporation related to Maker
<br /> by merger, consolidation, non - bankruptcy reorganization, or government action; or
<br /> (iii) a joint venture in which Maker or any successor to Maker under the preceding
<br /> clauses (i) and (ii) is a venturer or partner.
<br /> G. Maker shall not transfer, assign, sell, or convey real property or personal
<br /> property assets from the corpus of the Batarse Family Trust, U.T.A. dated May 7,
<br /> 1987, Anthony J. Batarse, Jr. trustee, if such a transfer will result in the net value of
<br /> such Batarse Family Trust being valued at less than THREE MILLION DOLLARS
<br /> ($3,000,000.), which value shall be based upon an audited financial statement
<br /> prepared by a certified public accountant.
<br /> H. This Note and the Deed of Trust shall be governed by and construed in
<br /> accordance with the laws of the State of California.
<br /> I. All parties who are obligated to pay any portion of the indebtedness
<br /> represented by this Note, whether as principal, or endorser, hereby waive
<br /> presentment for payment, demand, protest, notice of protest and notice of dishonor,
<br /> and all other notices to which they might otherwise be entitled, and further waive all
<br /> Promissory Note Page 3 of 4
<br /> Automall
<br /> • October 2, 1996
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