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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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