Common use of Exclusive Use Clause in Contracts

Exclusive Use. During the Lease Term and so long as no Event of Default exists under the Lease (beyond applicable notice and cure periods) and Original Tenant or any Affiliate Assignee is leasing the Premises then leased by Tenant hereunder (and Original Tenant or any Affiliate Assignee is conducting business in all or any portion of the Premises) as a residential real estate mortgage lender and/or residential real estate mortgage broker and/or title company, Landlord shall not enter into a direct lease for space in the Building Complex with a “Competitor” of Tenant (as defined below). For purposes hereof, the term “Competitor” shall mean the following eight (8) entities: (i) Xxxxx Fargo & Company, NA; (ii) Chase, NJ, (iii) Bank of America Home Loans, NC; (iv) XxxxXxxxx.xxx, CA; (v) Freedom Mortgage, NJ; (vi) VIP Mortgage; (vii) Academy Mortgage; and (vii) Movement Mortgage as well as any entity whose primary use (and primary use of space in the Building Complex) is that of a title company (collectively, “Competitor”); provided, however, that the foregoing leasing restriction to a Competitor shall not prohibit or otherwise limit any existing tenants from subleasing their premises or assigning their lease to a Competitor; provided, however, that if Landlord has the express right to disapprove such sublease or assignment pursuant to the terms of any such existing tenant lease, then Landlord will, in such instances, use commercially reasonable efforts to disapprove the same. The term “Competitor” shall not include any affiliates or subsidiaries of any such Competitors. In addition to not entering into any direct lease with a Competitor, Landlord shall not consent to any sublease or assignment of a lease by another future tenant in the Building Complex to a Competitor but only if Landlord has the express right to withhold consent pursuant to the term of such lease (where such sublease or assignment is subject to Landlord’s consent). In the event that, after the date hereof, Landlord enters into a direct lease with a Competitor then Tenant

Exclusive Use. During Except as expressly otherwise provided below, Moadel hereby agrees that, during the Lease Term period of time (the "Restricted Period") beginning on the Closing Date and ending on the later of (a) the six-year anniversary of the Closing Date or (b) the first time at which Moadel and his affiliates no longer own any direct or indirect interest in Newco, he will perform, and will direct all other full-time, medically trained or licensed medical professionals under his direction or control to perform, all services related to Refractive Surgery only at the premises of, and using the equipment of, Newco. Furthermore, Moadel agrees that, for a period of six (6) years immediately following the Effective Time, Moadel shall devote Moadel's full business time and attention (in amounts generally consistent with the practices of Moadel prior to the Closing Date) to rendering professional ophthalmic and medical services in (i) Restricted Area or the immediate vicinity thereof or (ii) or such area or areas in which Newco may in the future provide premises and equipment for Refractive Surgery including, without limitation, new premises being developed in Stamford and Greenwich, Connecticut (each, an "Other Location"). Furthermore, Moadel and PC agree that, as a condition to using Newco's premises and equipment, each medical professional employed by Moadel or PC that performs or intends to perform a majority of his or her Refractive Surgery procedures (or related medical services) using Newco's premises and equipment, whether in the Restricted Area or an Other Location, to sign an exclusive use agreement containing substantially similar provisions to those contained in this Section 9.2 and naming Newco as a beneficiary, except that the term shall end upon such employee's cessation of the use of Newco's premises and equipment (unless such employee is also an equity holder in Newco in which case a different term shall apply in accordance with applicable provisions of Newco's Limited Liability Company Agreement). Without limiting the provisions of the first sentence of this Section, the parties agree that the following activities by Moadel shall not (as long as they do not interfere with Moadel's devotion of his full business time and attention in the manner described above) be a violation of the second sentence of this Section: the devotion of a reasonable amount of time to charitable and community activities; and, the management of personal investments that are passive in nature, including, without limitation, Moadel's passive investment in Infinity Laser Centers, Inc. ("Infinity"), provided that Moadel cannot, despite any disclosure in any schedule to this Agreement, serve as a director, officer, employee, consultant or in any other similar capacity with respect to Infinity. Notwithstanding the provisions of this Section, the death or Disability of Moadel shall not be the basis of any breach or default of the provisions of this Section, but in the case of Disability performance shall be excused only for so long as no Event the Disability exists. As used in this Agreement, Disability shall mean any incapacity or disability of Default exists Moadel giving rise to benefits under the Lease (beyond applicable notice and cure periods) and Original Tenant disability insurance policy acquired by Newco pursuant to Section 4.8 hereof, or any Affiliate Assignee if no such policy is leasing the Premises then leased by Tenant hereunder (and Original Tenant in effect, Moadel's having a mental or any Affiliate Assignee is conducting business in all or any portion physical incapacity that reasonably prevents Moadel's resumption of the Premises) as a residential real estate mortgage lender and/or residential real estate mortgage broker and/or title company, Landlord shall not enter into a direct lease for space in the Building Complex with a “Competitor” normal performance of Tenant (as defined below). For purposes hereof, the term “Competitor” shall mean the following eight (8) entities: (i) Xxxxx Fargo & Company, NA; (ii) Chase, NJ, (iii) Bank of America Home Loans, NC; (iv) XxxxXxxxx.xxx, CA; (v) Freedom Mortgage, NJ; (vi) VIP Mortgage; (vii) Academy Mortgage; and (vii) Movement Mortgage as well as any entity whose primary use (and primary use of space in the Building Complex) is that of a title company (collectively, “Competitor”); provided, however, that the foregoing leasing restriction to a Competitor shall not prohibit or otherwise limit any existing tenants from subleasing their premises or assigning their lease to a Competitor; provided, however, that if Landlord has the express right to disapprove such sublease or assignment pursuant to the terms of any such existing tenant lease, then Landlord will, in such instances, use commercially reasonable efforts to disapprove the same. The term “Competitor” shall not include any affiliates or subsidiaries of any such Competitors. In addition to not entering into any direct lease with a Competitor, Landlord shall not consent to any sublease or assignment of a lease by another future tenant in the Building Complex to a Competitor but only if Landlord has the express right to withhold consent pursuant to the term of such lease (where such sublease or assignment is subject to Landlord’s consent). In the event that, after the date hereof, Landlord enters into a direct lease with a Competitor then Tenanthis medical practice.

Exclusive Use. During The Tenant covenants and agrees to use the Lease Term and so long demised premises as no Event a bank only. Subject to the rights of Default exists other tenants under leases executed prior to the full execution of this Lease ("Prior Lease"), or any extensions or renewals of such Prior Lease or a new lease executed by a tenant in occupancy under an expired Prior Lease and specifically reserving the right of any current or future supermarket and/or convenience store occupant of the Shopping Center to have a banking facility during the initial term and any renewal term, provided Tenant is current under this Lease and not in default of any terms, conditions, covenants and provisions of this Lease beyond the applicable notice cure period, LANDLORD SHALL NOT LEASE TO ANY OTHER TENANT OR SUBTENANT ANY OTHER SPACE IN THE SHOPPING CENTER OR IN ANY OTHER PREMISES OWNED OR LEASED WITHIN A RADIUS OF ONE (1) MILE OF THE SHOPPING CENTER FOR THE PRIMARY OPERATION OF A BANK ("EXCLUSIVE USE"). Notwithstanding the foregoing, the above restriction/exclusive shall automatically become null and cure periods) and Original void in the event Tenant or any Affiliate Assignee is leasing anyone taking under Tenant ceases to use the Premises then leased by Tenant hereunder primarily for the Exclusive Use (and Original Tenant eighty (80%) percent or any Affiliate Assignee is conducting business in all or any portion more of Tenant's floor area of the Premises) as a residential real estate mortgage lender and/or residential real estate mortgage broker and/or title company, Landlord Premises is devoted to the Exclusive Use). Tenant further agrees that this Exclusive Use shall not enter into a direct lease for space in apply to any after acquired or leased property even within the Building Complex one (1) mile radius restriction if same is purchased and/or leased with a “Competitor” bank use existing thereon at the time of Tenant (the purchase and/or lease by Landlord in locations other than the Shopping Center as defined below). For purposes hereof, set forth on Addendum B. In the term “Competitor” shall mean the following eight (8) entities: (i) Xxxxx Fargo & Company, NA; (ii) Chase, NJ, (iii) Bank of America Home Loans, NC; (iv) XxxxXxxxx.xxx, CA; (v) Freedom Mortgage, NJ; (vi) VIP Mortgage; (vii) Academy Mortgage; and (vii) Movement Mortgage as well as any entity whose primary use (and primary use of space in the Building Complex) is that event of a title company (collectively, “Competitor”); provided, however, that the foregoing leasing restriction to a Competitor shall not prohibit or otherwise limit any existing tenants from subleasing their premises or assigning their lease to a Competitor; provided, however, that if breach by Landlord has the express right to disapprove such sublease or assignment pursuant to under the terms of any such existing tenant leasethis Section, then Landlord will, and Tenant acknowledge and agree that Tenant does not have an adequate remedy at law for breach of this provision and that Tenant's sole remedy in such instances, use commercially reasonable efforts to disapprove the same. The term “Competitor” shall not include any affiliates or subsidiaries lieu of any such Competitors. In addition action at law including but not limited to not entering into any direct lease with damages or torts shall be limited to injunctive relief only and the Landlord and Tenant agree that should a Competitorsuit be commenced by either party, Landlord shall not consent to any sublease or assignment of a lease the prevailing party will be reimbursed its legal fees, costs, etc., by another future tenant in the Building Complex to a Competitor but only if Landlord has the express right to withhold consent pursuant to the term of such lease (where such sublease or assignment is subject to Landlord’s consent). In the event that, after the date hereof, Landlord enters into a direct lease with a Competitor then Tenantother party.

Exclusive Use. During From and after the Effective Date and throughout the Pre-Termand the Term, provided that Tenant is constructing or operating a "Seasons 52" restaurant on theDemised Premises (subject to force majeure and remodeling) and provided that Tenant is not in defaultunder this Lease Term and so long as no Event of Default exists under the Lease (beyond any applicable notice and cure periods) and Original Tenant or any Affiliate Assignee is leasing the Premises then leased by Tenant hereunder (and Original Tenant or any Affiliate Assignee is conducting business in all or any portion of the Premises) as a residential real estate mortgage lender and/or residential real estate mortgage broker and/or title companyperiod, Landlord shall not enter into a direct lease for permit (unlessLandlord's permission may not be legally withheld) any space in the Building Complex Shopping Center to be used orconveyed for use as a full-service, sit-down restaurant larger than four thousand (4,000) square feet thatoperates as a first class, casually sophisticated or fine dining restaurant offering (a) a menu with over fifty-onepercent (51%) of the appetizers and entrees listed thereon as being marketed as, or otherwisefeatured as, reduced calorie or "better for you" items (defined as having less than six hundred (600)calories) with a “Competitor” of Tenant per- person check average (excluding alcoholic beverage sales, taxes and gratuities) overSEVENTEEN AND NO/DOLLARS ($17.00) in 2013 U.S. Dollars (adjusted annually by the increase, if any,in the CPI-U Index), such as, for example purposes only (and not a limitation), True Food Kitchen or PaulMartin's, or (b) a wine list with over thirty (30) wines available by the glass with a per-person checkaverage (excluding alcoholic beverage sales, taxes and gratuities) over TWENTY-TWO ANDNO/DOLLARS ($22.00) in 2013 U.S. Dollars (adjusted annually by the increase, if any, in the CPI-U Index)(hereinafter referred to as defined belowthe "Exclusive Use"). For purposes hereofThe foregoing restriction will not be applicable to (a) anyholder of a possessory interest in the Shopping Center as of the Effective Date whose vesting instrument(i.e., deed or lease) permits the term “Competitor” shall mean Exclusive Use and/or does not require Landlord's consent prior to anychange in such holder's use of its space to the following eight (8) entities: (i) Xxxxx Fargo & CompanyExclusive Use, NA; (ii) Chasewhich interest may be renewed, NJextended,assigned or sublet, (iiib) Bank the sale of America Home Loansunprepared food items intended for off-premises consumption, NC; (ivc) XxxxXxxxx.xxx, CA; any"anchor" occupant of more than fifteen thousand (v15,000) Freedom Mortgage, NJ; (vi) VIP Mortgage; (vii) Academy Mortgage; and (vii) Movement Mortgage as well as any entity whose primary use (and primary use square feet of space in the Building ComplexShopping Center,(d) is that of any restaurant concept which specializes in and serves only a title company single ethnic or regional cuisine, suchas, for example purposes only (collectivelyand not a limitation), “Competitor”); providedThai, howeverJapanese, that Chinese, Italian, German, Spanish,Cuban, Portuguese, Middle Eastern, Canadian or Mexican, or (a) any "fast casual" or "fast food"restaurant. In addition, the foregoing leasing restriction will not be applicable to restaurants (x) in which steaksconstitute thirty percent (30%) or more of the entrees listed on the menu, such as, for example purposesonly (and not a Competitor limitation), Fleming's, Xxxx'x Xxxxx, The Capital Grille or Xxx Xxxxxx's, or (y) where sixtypercent (60%) or more of the appetizers and entrees listed on the menu contain seafood. The foregoingrestriction shall not prohibit or otherwise limit any existing tenants from subleasing their premises or assigning their lease run with the land and may be included and recorded in the Memorandum of Lease toprovide notice to a Competitor; providedothers. For purposes of this Section 30.01, however, that if Landlord has the express right to disapprove such sublease or assignment pursuant to temporary closures of Tenant's business inaccordance with the terms and conditions of any such existing tenant lease, then Landlord will, in such instances, use commercially reasonable efforts this Lease will not be deemed a failure to disapprove the samebe operating. The term “Competitor” shall not include any affiliates or subsidiaries of any such Competitors. In addition to not entering into any direct lease with a Competitor, Landlord shall not consent to any sublease or assignment of a lease by another future tenant in the Building Complex to a Competitor but only if Landlord has the express right to withhold consent pursuant to the term of such lease (where such sublease or assignment is subject to Landlord’s consent). In the event that, after the date hereof, Landlord enters into a direct lease with a Competitor then TenantLease ID w/ Version: 386134.1 Unit: 3715

Exclusive Use. During Provided that Tenant has not ceased the Lease Term conduct of the Permitted Use specified in Section 4.1, for a period longer than one hundred eighty (180) days, excluding discontinuances due to events of damage or destruction or due to interruption or discontinuance of service and so long as no Event of Default exists utilities to the Premises, or Landlord's failure to perform its obligations under the this Lease (beyond applicable notice "Exempted Discontinuances"), Tenant shall have the exclusive right within the Project except for providing banking, lending or other financial services and cure periods) ATMs, and Original Tenant or any Affiliate Assignee is leasing the Premises then leased by Tenant hereunder (and Original Tenant or any Affiliate Assignee is conducting business in all or any portion of the Premises) as a residential real estate mortgage lender and/or residential real estate mortgage broker and/or title company, Landlord shall not enter into a direct lease or other agreement that would permit the tenancy or occupancy of any portion of the Project (excluding the Premises) for space any use in violation of the above specified restrictions; provided that the restrictions of this Section 4.2 shall not apply to any existing mortgage lender located in the Building Complex with a “Competitor” or to the possible location of Tenant (as defined below). For purposes hereof, the term “Competitor” shall mean the following eight (8) entities: (i) Xxxxx Fargo & Company, NA; (ii) Chase, NJ, (iii) Bank of America Home Loans, NC; (iv) XxxxXxxxx.xxx, CA; (v) Freedom Mortgage, NJ; (vi) VIP Mortgage; (vii) Academy Mortgage; and (vii) Movement Mortgage as well as any entity whose primary use (and primary use of space an Edward Jones office in the Building Complexbuildixx xxxxx xx Landlord located at 720 Texas Street, Fairfield, Calixxxxxx. Xx xxx xxxxx x xxxxxxxxx xx xxx of the covenants set forth in this Section 4.2 continues for more than thirty (30) days after notice thereof from Tenant to Landlord, then in addition to any other right or remedy it may have as a result of violation of the covenants, Tenant may terminate this Lease upon sixty (60) days written notice to Landlord, unless Landlord is that diligently pursuing a cure, or as a result of a title company (collectively, “Competitor”); provided, however, judicial decision it is determined that such exclusive is unenforceable. Tenant's exclusive rights set forth herein shall be included in the Memorandum of Lease. With respect to the Project only the foregoing leasing exclusive or use restriction to a Competitor shall not prohibit or otherwise limit any existing tenants from subleasing their premises or assigning their lease to a Competitor; providedshall, however, that if Landlord has is a corporation, limited liability company or other entity, apply to all activities of officers, directors, members, subsidiaries and Affiliates of Landlord and shall, if Landlord is a partnership, apply to all activities of general partners of Landlord. Tenant may enforce this covenant by a mandatory or prohibitory injunction obtained in the express right to disapprove such sublease or assignment pursuant to the terms of any such existing tenant lease, then Landlord will, in such instances, use commercially reasonable efforts to disapprove the same. The term “Competitor” shall not include any affiliates or subsidiaries of any such Competitors. In addition to not entering into any direct lease with a Competitor, Landlord shall not consent to any sublease or assignment event of a lease by another future tenant in the Building Complex to a Competitor but only if Landlord has the express right to withhold consent pursuant to the term breach of such lease (where such sublease or assignment is subject to Landlord’s consent). In the event that, after the date hereof, Landlord enters into a direct lease with a Competitor then Tenant's obligations hereunder.

Exclusive Use. During the Lease Term of this Lease, provided that Tenant is open and so long as no Event operating in all of Default exists the Premises for its Permitted Use under the Lease (beyond applicable notice trade name specified in Section 1.1(a) hereof and cure periods) and Original Tenant or any Affiliate Assignee is leasing the Premises then leased by Tenant hereunder (and Original Tenant or any Affiliate Assignee is conducting business not otherwise in all or any portion of the Premises) as a residential real estate mortgage lender and/or residential real estate mortgage broker and/or title companydefault hereunder, Landlord shall not enter into a direct lease for any space in located within the Building Complex with a Shopping Center [evaluate as to whether Landlord needs to carve out any outparcels] to any other tenant whose permitted use is substantially the same as Tenant’s Primary Use (the “Competitor” of Tenant (as defined belowExclusive Use”). For purposes hereofof this Section, Tenant’s “Primary Use” shall be deemed to be Tattoo Studio and Art Gallery. Notwithstanding anything herein to the contrary, no tenant of the Shopping Center (nor its successors, sublessees, licensees, concessionaires or assignees) which leases 5,000 square feet or more shall be subject to Tenant’s Exclusive Use, nor shall any tenant of the Shopping Center utilizing not more than fifteen percent (15%) of such tenant’s leasable floor area for the incidental sale of items included within Tenant’s Exclusive Use be subject to Tenant’s Exclusive Use nor shall any existing tenant of the Shopping Center, or its successors, sublessees, licensees, concessionaires or assignees be subject to Tenant’s Exclusive Use (collectively, the term “Competitor” Other Authorized Providers”). If, for any period of time during the Term of this Lease, any tenant of the Shopping Center (other than Tenant and any Other Authorized Providers) is permitted under its lease with Landlord to violate Tenant’s Exclusive Use (any such other tenant being referred to herein as a “Violating Tenant”), and such Violating Tenant shall mean continue to violate Tenant’s Exclusive Use for more than three hundred sixty five (365) consecutive days after Landlord receives written notice of such violation from Tenant, then, as Tenant’s sole remedy therefor, Tenant shall have the following eight right, within thirty (8) entities: 30) days after such 365th consecutive day, to terminate this Lease by written notice given to Landlord within said 30-day period, which termination shall be effective thirty (30) days after the date of such written notice. If Tenant fails to terminate this Lease within said 30-day period, Tenant shall be deemed to have forever waived the right to enforce this provision against the Violating Tenant and/or Landlord. Notwithstanding anything to the contrary contained in this Section, (i) Xxxxx Fargo & Company, NATenant may not terminate this Lease as aforesaid at any time during a default by Tenant hereunder or at any time after having exercised a Renewal Option hereunder (if Tenant notified Landlord of a violation of Tenant’s Exclusive Use prior to exercising the Renewal Option); (ii) Chasethe provisions of this Section shall not apply to tenants (nor to their successors, NJsublessees, licensees, concessionaires or assignees) under leases or other occupancy agreements in existence as of the Effective Date, nor to situations where Landlord does not have approval or consent rights to another tenant’s ability to assign or sublet; and (iii) Bank Landlord shall not be obligated to ensure that its tenants, or the assignees or subtenants of America Home Loansits tenants, NC; (iv) XxxxXxxxx.xxx, CA; (v) Freedom Mortgage, NJ; (vi) VIP Mortgage; (vii) Academy Mortgageuse their premises in the Shopping Center only for those purposes for which they are permitted to be used under their respective leases; and (vii) Movement Mortgage as well as any entity whose primary use (and primary use of space in the Building Complex) is that of a title company (collectively, “Competitor”); provided, however, that the foregoing leasing restriction to a Competitor Landlord shall not prohibit be in default hereunder due to, or otherwise limit have any existing tenants from subleasing their premises obligation or assigning their lease responsibility with regard to, any tenant which violates Tenant’s Exclusive Use where such tenant is not expressly permitted to a Competitor; provided, however, that if Landlord has the express right to disapprove such sublease or assignment do so pursuant to the terms of any such existing tenant lease, then Landlord will, in such instances, use commercially reasonable efforts to disapprove the same. The term “Competitor” shall not include any affiliates or subsidiaries of any such Competitors. In addition to not entering into any direct its lease with a Competitor, Landlord shall not consent to any sublease or assignment of a lease by another future tenant in the Building Complex to a Competitor but only if Landlord has the express right to withhold consent pursuant to the term of such lease (where such sublease or assignment is subject to Landlord’s consent). In the event that, after the date hereof, Landlord enters into a direct lease with a Competitor then Tenant.

Exclusive Use. During Provided Tenant is open and operating the Premises for the Permitted Use and is not otherwise in default of this Lease Term and so long as no Event of Default exists under the Lease (beyond any applicable notice and cure periods) and Original Tenant or any Affiliate Assignee is leasing the Premises then leased by Tenant hereunder (and Original Tenant or any Affiliate Assignee is conducting business in all or any portion of the Premises) as a residential real estate mortgage lender and/or residential real estate mortgage broker and/or title companygrace period, Landlord shall agrees not enter into a direct to lease for any other space in the Building Complex with Shopping Center for the principal business of a “Competitor” of Tenant (as defined below)blood plasma donation center. For purposes hereof, the term “Competitor” This exclusive shall mean the following eight (8) entitiesnot apply to: (i) Xxxxx Fargo & Companyany leases, NA; (ii) Chaselicenses, NJor other occupancy agreements existing as of the Effective Date, (iii) Bank of America Home Loansnor to any renewals, NC; (iv) XxxxXxxxx.xxxextensions, CA; (v) Freedom Mortgagerelocations, NJ; (vi) VIP Mortgage; (vii) Academy Mortgage; and (vii) Movement Mortgage as well as any entity whose primary use (and primary use of space in the Building Complex) is that of a title company or expansions thereof/under such leases (collectively, “CompetitorExisting Leases”); provided, however, that the foregoing leasing restriction to a Competitor shall not prohibit or otherwise limit any existing tenants from subleasing their premises or assigning their lease to a Competitor; ) provided, however, that if Landlord has the express right to disapprove such sublease or assignment pursuant to the terms of any such existing tenant lease, then Landlord will, in such instances, use commercially reasonable efforts to disapprove the same. The term “Competitor” shall not include any affiliates or subsidiaries of any such Competitors. In addition to not entering into any direct lease with a Competitordiscretion, Landlord shall not consent to any sublease change in use that would violate Tenant’s exclusive hereunder; (ii) any occupant of the Shopping Center, including their predecessors, successors, assigns, and/or subtenants, under any Existing Lease; or assignment of a lease by another future (iii) any replacement tenant (meaning an occupant using space for substantially the same use as under an Existing Lease even though the tenant entity or location in the Building Complex to a Competitor but only Shopping Center may be different). If any premises (other than the Premises) shall be leased in violation hereof, Tenant shall notify Landlord in writing of such violation, and if Landlord has such violation is not remedied within 60 days of Tenant’s notice, then Tenant thereafter shall have an abatement of 50% of the express right to withhold consent pursuant Minimum Rent payable hereunder commencing at the end of said 60 day period and continuing through the first anniversary of such date (the “Abatement Period”), which shall be Tenant’s sole and exclusive remedy. If the exclusive violation shall be remedied at any time prior to the term expiration of the Abatement Period, then the Minimum Rent abatement granted hereunder shall cease as of such lease (where such sublease date; and Tenant shall resume the payment of the full Minimum Rent from that date forward. At the end of the Abatement Period, if the violation has not been remedied, Tenant may elect to either terminate this Lease or assignment is subject to Landlord’s consent)resume payment of the full Minimum Rent under this Lease. In the interest of clarity, Xxxxxx shall continue to pay all Additional Rent payable hereunder during the Abatement Period. This Section shall be of no further force or effect in the event that(i) any action or proceeding is commenced against Landlord under a federal or state anti-trust law or similar statute based on the foregoing restriction, after or (ii) the date hereofrestriction is held to be invalid or illegal by any court, statute or agency or is deemed to be contrary to public policy. Landlord enters into a direct lease with a Competitor then further covenants that any lease, deed or other agreement hereafter executed by Landlord affecting the Shopping Center, will be subject to Tenant’s exclusive use.

Exclusive Use. During Except for those uses permitted (presently and in the future) pursuant to existing leases (as of the Effective Date hereof) with other tenants, their assignees, or subtenants in the Center, Landlord covenants that during the term of this Lease Term and for so long as no Event of Default exists under the Lease (beyond applicable notice and cure periods) and Original Tenant or any Affiliate Assignee is leasing continuously operates the Premises then leased by Tenant hereunder (and Original Tenant or any Affiliate Assignee is conducting business for the use set forth in all or any portion of the Premises) as a residential real estate mortgage lender and/or residential real estate mortgage broker and/or title companyArticle 1(d), Landlord shall not enter into a direct lease for space to, nor allow any other premises in the Building Complex with a “Competitor” of Tenant (Center to operate as defined below). For purposes hereofits primary business, the term “Competitor” Tenant’s primary use set forth herein. In the event that Tenant determines that another tenant or occupant of the Center has violated the provisions of this Article 3-2, it shall mean provide written notice to Landlord of such violation which notice shall include a detailed description of the nature of said violation. Landlord shall not be in default under this Lease if another tenant or occupant violates the provisions of this Article 3-2 in violation of a written lease or occupancy agreement which complies herewith and to which Landlord is a party, provided that within thirty (30) days following eight Landlord’s receipt of Tenant’s notice, Landlord initiates appropriate action to cause said violation to cease (8) entitiesincluding the initiation of legal proceedings if necessary) and thereafter diligently prosecutes said violation to its legal conclusion. If a violation of Landlord’s covenant in this Article 3-2 is not a breach of a written lease or occupancy agreement to which Landlord is a party, and said violation is not cured within ninety (90) days of Tenant’s notice, Tenant’s sole remedy shall be to either: (i) Xxxxx Fargo & Companyterminate this Lease, NA; which termination shall be effective thirty (30) days following Tenant’s notice to terminate unless said violation ceases prior to the expiration of said thirty (30) day period, or (ii) Chasenot terminate this Lease (which shall be deemed Tenant’s decision, NJunless Tenant specifically elects to terminate) and xxx Landlord for damages or specific performance, which action must be brought within one hundred twenty (iii120) Bank days of America Home Loans, NC; (iv) XxxxXxxxx.xxx, CA; (v) Freedom Mortgage, NJ; (vi) VIP Mortgage; (vii) Academy Mortgage; and (vii) Movement Mortgage as well as any entity whose primary use (and primary use of space in the Building Complex) is that of a title company (collectively, “Competitor”); provided, however, that the foregoing leasing restriction to a Competitor shall not prohibit or otherwise limit any existing tenants from subleasing their premises or assigning their lease to a Competitor; provided, however, that if Landlord has the express right to disapprove such sublease or assignment pursuant to the terms of any such existing tenant lease, then Landlord will, in such instances, use commercially reasonable efforts to disapprove the same. The term “Competitor” shall not include any affiliates or subsidiaries of any such Competitors. In addition to not entering into any direct lease with a Competitor, Landlord shall not consent to any sublease or assignment of a lease by another future tenant in the Building Complex to a Competitor but only if Landlord has the express right to withhold consent pursuant to the term of such lease (where such sublease or assignment is subject to LandlordTenant’s consent). In the event that, after the date hereof, Landlord enters into a direct lease with a Competitor then Tenantnotice.

Exclusive Use. During the Lease Term and Term, so long as no Event of Default exists under the Lease (beyond applicable notice Tenant is not in material default hereunder, Landlord covenants and cure periods) and Original Tenant agrees that it will not operate or any Affiliate Assignee is leasing the Premises then leased by Tenant hereunder (and Original Tenant or any Affiliate Assignee is conducting business in all or lease any portion of the PremisesDevelopment to a tenant whose primary business is the retail sale of jewelry, diamonds, gold, silver, and colored gemstones (the "Covenant"). Notwithstanding the foregoing, this provision does not prohibit (i) as a residential real estate mortgage lender and/or residential real estate mortgage broker and/or title companysuch operation to exist under any current leases, including renewals or expansions thereof; or (ii) the incidental sale of jewelry. Landlord shall not enter into a direct lease for space be in default under this Section 12.03 unless and until (i) Landlord fails to cure any breach hereof within thirty (30) days after written notice from Tenant to Landlord, or such longer period of time as may be required, so long as Landlord commences to cure such default within such thirty (30) day period and thereafter diligently pursues such cure to completion; and (ii) Tenant's Gross Sales during the Building Complex period of Landlord's breach hereof decrease, due to Landlord's breach (and not due to any other cause or reason, including without limitation, Tenant's failure to be open and operating with a “Competitor” full staff and full inventory during all Regular Business Hours, without exception), by more than ten percent (10% ) of the amount of Tenant's Gross Sales for the like period immediately preceding Landlord's breach. In the event of Landlord's uncured default, Tenant (shall have as defined below). For purposes hereofits sole and exclusive remedies, notwithstanding anything to the contrary contained in this Lease, the term “Competitor” shall mean the following eight (8) entitiesfollowing: (i) Xxxxx Fargo & Company, NAinjunctive relief; and (ii) Chasethe right to terminate this Lease upon written notice to Landlord delivered within thirty (30) days after the date of Landlord's default. In the event Tenant does not exercise its right to terminate within such thirty (30) day period, NJTenant's right to terminate the Lease shall expire and Tenant shall be deemed to have waived Landlord's default with respect to the particular offending tenant, (iii) Bank occupant or user of America Home Loansspace within the Shopping Center, NC; (iv) XxxxXxxxx.xxxbut shall not be deemed to have otherwise waived or released its rights hereunder with respect to any other future tenant, CA; (v) Freedom Mortgage, NJ; (vi) VIP Mortgage; (vii) Academy Mortgage; and (vii) Movement Mortgage as well as any entity whose primary use (and primary use occupant or user of space in the Building ComplexShopping Center. With respect to the remedy provided in subparagraph (i) is above, Landlord and Tenant understand and agree that the covenants, obligations and agreements contained in this paragraph 12.03 are of a title company (collectivelyspecial, “Competitor”); providedunique, howeverand extraordinary character, which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, and that a breach of the provisions contained in this paragraph will cause Tenant great and irreparable injury and damage. Further, Landlord and Tenant agree that Tenant shall be entitled to the remedies of temporary restraining order, preliminary and permanent injunction, specific performance and other equitable relief to prevent any breach or potential breach of this paragraph. Landlord and Tenant further covenant and agree that Landlord is not and shall not be obligated to enforce the Covenant against any person if by so doing it shall be in breach of any laws, rules, regulations or enactments from time to time in force and no provision of this Lease is intended to apply or to be enforceable to the extent that it would give rise to any offense under any relevant statute, or any statute that may be enacted with similar intent, as from time to time amended. Tenant acknowledges that the foregoing leasing restriction to Covenant has been granted solely at the request of Tenant, and accordingly Tenant shall promptly indemnify and hold harmless Landlord from and against any claims made against Landlord in connection therewith, whether of a Competitor criminal or civil nature, and Tenant shall not prohibit or otherwise limit reimburse Landlord for any existing tenants from subleasing their premises or assigning their lease to a Competitor; provided, however, that if Landlord has the express right to disapprove such sublease or assignment pursuant to the terms of and all costs and expenses incurred in connection with any such existing tenant leaseclaims, then Landlord will, in such instances, use commercially reasonable efforts to disapprove the same. The term “Competitor” shall not include any affiliates or subsidiaries of any such Competitors. In addition to not entering into any direct lease with including all legal fees (on a Competitor, Landlord shall not consent to any sublease or assignment of a lease by another future tenant in the Building Complex to a Competitor but only if Landlord has the express right to withhold consent pursuant to the term of such lease (where such sublease or assignment is subject to Landlord’s consent). In the event that, after the date hereof, Landlord enters into a direct lease with a Competitor then Tenantsolicitor and his own client basis) and expenses.

Exclusive Use. During the Lease Term and so long as no Event of Default exists under the Lease (beyond applicable notice and cure periods) and Original Provided that Tenant or any Affiliate Assignee is leasing the Premises then leased by Tenant hereunder (and Original Tenant or any Affiliate Assignee is conducting business in all or any portion i_n actual occupancy of the PremisesDemised Premises and using the Demised Premises for the permitted use(s) as a residential real estate mortgage lender and/or residential real estate mortgage broker and/or title company, Landlord set forth in Subsection 7.1 then the City hereby agrees that it shall not enter into a direct lease for space in the Building Complex with persons or entities whose primaN principal business is providing building plan and permit processing services, where "primary principal business" means that greater than fifty (50%) percent of such other tenant's gross revenue shall be derived from providing one or more of the services set forth in Subsection 7.1. Notwithstanding the foregoing, Tenant acknowledges that other space in the office portion of the Building (i a “Competitor” floors 2 through 5 but excluding ground floor retail spaces) may be leased by the Cit ty o persons or entities whose primary principal business is providing architectural and/or engineering services. The provisions of Tenant (this Subsection 7.3 shall not apply to the City of Miami Beach, and/or its officers employees agents and/or consultants as defined below)or when any and all such individuals may be engaged in the provision of building plan permit and permit processing services on behalf of the City. For purposes hereof10. Section 8, entitled "Improvements", located on Page 4 of the term “Competitor” Lease Agreement shall mean be deleted in its entirety and replaced with the following eight new Section 8 as follows: Improvements. 8.1 Tenant accepts the Demised Premises in their present "AS /S" condition and may construct or cause to be constructed, such interior and exterior improvements and maintenance to the Demised Premises, as reasonably necessary for it to carry on its permitted use(s), as set forth in Section 7; provided however that any plans for such improvements shall be first submitted to the City Manager for his prior written consent, which consent, if granted at all shall be at the City Manager's sole and absolute discretion. Additionally any and all approved improvements shall be made at Tenant's sole expense and responsibility. All permanent (8) entitiesfixed) improvements to the Demised Premises shall remain the property of the City upon termination and/or expiration of this Agreement. Upon termination and/or expiration of this Agreement, all personal property and non-permanent trade fixtures may be removed by the Tenant from the Demised Premises, provided that they can be (and are) removed without damage to the Demised Premises. Tenant will permit no liens to attach to the Demised Premises arising from, connected with, or related to the design and construction of any improvements. Moreover, such construction shall be accomplished through the use of licensed, reputable contractors who are acceptable to the City. Any and all permits and or licenses required for the installation of improvements shall be the sole cost and responsibility of Tenant. 8_2 Notwithstanding Subsection 8.1, upon termination and/or expiration of this Agreement, and at City's sole option and discretion, any or all alterations or additions made by Tenant to or in the Demised Premises shall, upon written demand by the City Manager be promptly removed by Tenant, at its expense and responsibility and Tenant further hereby agrees, in such event to restore the Demised Premises to their original condition prior to the Commencement Date of this Agreement. 8.3 The above requirements for submission of plans and the use of specific contractors shall not apply to improvements (which term, for purposes of this Subsection 8.3 only shall also include improvements as necessary for Tenant's maintenance and repair of the Demised Premises) which do not exceed Five Hundred ($500.00) Dollars provided that the work is not structural and provided that it is permitted by applicable law. 11. Section 13, entitled "Maintenance and Repair", located on Page 8 of the Lease Agreement shall be deleted in its entirety and replaced with the following new Section 8 as follows: (i) Xxxxx Fargo & CompanyOperation, NA; (ii) ChaseMaintenance and Repair. 13.1 Tenant shall be solely responsible for the operation, NJmaintenance and repair of the Demised Premises. Tenant shall, (iii) Bank at its sole expense and responsibility maintain the Demised Premises, and all fixtures and ~~urtenances therein and shall make all repairs thereto, as and when needed to preserve them in good working order and condition. Tenant shall be responsible for all interior walls and the interior and exterior of America Home Loans, NC; (iv) XxxxXxxxx.xxx, CA; (v) Freedom Mortgage, NJ; (vi) VIP Mortgage; (vii) Academy Mortgage; all windows and (vii) Movement Mortgage doors as well as immediate replacement of any entity whose primary use (and primary use of space all plate q/ass or other glass in the Building Complex) is that Demised Premises which may become broken, using .glass of a title company (collectively, “Competitor”); provided, however, that the foregoing leasing restriction to a Competitor shall not prohibit same or otherwise limit any existing tenants from subleasing their premises or assigning their lease to a Competitor; provided, however, that if Landlord has the express right to disapprove such sublease or assignment pursuant to the terms of any such existing tenant lease, then Landlord will, in such instances, use commercially reasonable efforts to disapprove the samebetter quality. The term “Competitor” City shall not include be responsible for the maintenance of the roof, the exterior of the Building the structural electrical and plumbing (other than plumbing surrounding any affiliates or subsidiaries sink(s) and/or toilet(s), including such sink(s) and toilet(s) fixtureL) within the Demised Premises), the common areas and the chilled water supply system. The City shall maintain and/or repair those items that it is responsible for, so as to keep same in proper working condition. Tenant agrees and understands, thaf if the Citesprovides a separate air- conditioning unit for the Demised Premises, the City, at its sole discretion, may require that Tenant obtain, at any time durin_g the Term of any such Competitors. In addition to not entering into any direct lease this Agreement, and continuously maintain in good standing, at Tenant's expense, throughout the Term of this Agreement, a maintenance and repair contract, approved by the City, with a Competitorservice company previously approved in writing by the City, Landlord shall not consent to any sublease or assignment providing for the preventative maintenance and repair of a lease by another future tenant in all heating/ventilation/air-conditioning (HVAC) equipment servicing the Building Complex to a Competitor but only if Landlord has the express right to withhold consent pursuant to the term of such lease (where such sublease or assignment is subject to Landlord’s consent)Demised Premises. In the event thatthat the City notifies Tenant that it will require Tenant to contract for said maintenance and repair services, Tenant shall provide to the City, in writing, within ten (10) business days, the name(s) and telephone number(s) of service company(ies1 for the City's review and approval. Tenant shall provide a copy of a current enforceable and fully executed maintenance and repair contract no later than ten (10) business days after receipt of the date hereofCity's ~~roval of the service company as proof of Tenant's compliance with this provision. If the City provides a separate air-conditioning unit for the Demised Premises as provided herein, Landlord enters into Tenant may request that the City inspect same to ensure that it is in proper working order. If the unit is not in proper working order the City shall, at its sole discretion, repair or replace the unit. 13.2 All damage or injury of any kind to the Demised Premises, and including without limitation its fixtures, glass, appurtenances, and equipment (if any or to the building fixtures, glass, appurtenances, and equipment, if any except damage caused by the gross negligence and/or willful misconduct of the City, shall be the sole obligation of Tenant, and shall be repaired restored or replaced promptly by Tenant, at its sole expense and to the satisfaction of the City. 13.3 All of the aforesaid repairs, restorations and replacements shall be in quality and class equal to or better than the original work or installations and shall be done in good and workmanlike manner. 13.4 /f Tenant fails to make such repairs or restorations or replacements, the same may be made by the City, at the expense of Tenant, and all sums went and expenses incurred by the City shall be collectable by the City and shall be paid by Tenant within three (3) days after submittal of a direct lease with a Competitor then Tenantxxxx or statement therefore.

Exclusive Use. During Subject to the Lease Term last sentence of this Paragraph II, Landlord shall not lease ground floor retail space in the Building to any tenant for the primary purpose of operating a branch banking facility (including a commercial bank, a thrift-savings or credit union) (the “Exclusive Use”). Landlord shall not be obligated to enforce such covenant against any third party with whom Landlord does not have a direct contractual relationship, such as a subtenant or licensee of any tenant in the Building; provided, however, that Landlord shall use commercially reasonable efforts to exercise any available contractual rights to enforce such covenant that Landlord may have under any ground floor tenant’s lease. Tenant agrees to indemnify, defend, and so long as no hold Landlord harmless from and against any and all claims, actions, suits, liabilities, damages, costs and expenses arising directly or indirectly out of Landlord’s compliance with the provisions of this Paragraph II, including but not limited to any damages for which Landlord may be held liable on account of antitrust or restraint of trade violations. This Paragraph II shall become null and void and Tenant shall lose all rights herein if: (a) the Premises ceases to be used by Tenant for the Exclusive Use; (b) an Event of Default exists under the occurs; (c) Tenant assigns this Lease (beyond applicable notice and cure periods) and Original Tenant or any Affiliate Assignee is leasing the Premises then leased by Tenant hereunder (and Original Tenant or any Affiliate Assignee is conducting business in sublets all or any portion of the Premises) as a residential real estate mortgage lender and/or residential real estate mortgage broker and/or title company, Landlord shall not enter into a direct lease for space Premises except in the Building Complex connection with a “Competitor” Permitted Transfer; or (d) a transfer of Tenant corporate shares of Tenant, a transfer of partnership (as defined below). For purposes hereofor limited liability company) interest of Tenant, the term “Competitor” shall mean the following eight (8) entities: (i) Xxxxx Fargo & Company, NA; (ii) Chase, NJ, (iii) Bank of America Home Loans, NC; (iv) XxxxXxxxx.xxx, CA; (v) Freedom Mortgage, NJ; (vi) VIP Mortgage; (vii) Academy Mortgage; and (vii) Movement Mortgage as well as or any entity whose primary use (and primary use of space in the Building Complex) is that of a title company (collectively, “Competitor”); provided, however, that the foregoing leasing restriction to a Competitor shall not prohibit or otherwise limit any existing tenants from subleasing their premises or assigning their lease to a Competitor; provided, however, that if Landlord has the express right to disapprove such sublease or assignment pursuant to the terms of any such existing tenant lease, then Landlord will, in such instances, use commercially reasonable efforts to disapprove the same. The term “Competitor” shall not include any affiliates or subsidiaries of any such Competitors. In addition to not entering into any direct lease with a Competitor, Landlord shall not consent to any sublease or assignment of a lease by another future tenant in the Building Complex to a Competitor but only if Landlord has the express right to withhold other similar change occurs without Landlord’s consent pursuant to the term Section 13 (regardless of such lease (where such sublease or assignment is subject to Landlord’s consent). In the event that, after the date hereof, whether Landlord enters into a direct lease actually exercises any available remedies which it may have) except in connection with a Competitor then TenantPermitted Transfer.

Exclusive Use. During (a) Couch hereby agrees that, during the Lease Term period of time (the "Restricted Period") beginning on the Closing Date and so long as no Event ending on the later of Default exists under the Lease (beyond applicable notice and cure periods) and Original Tenant or any Affiliate Assignee is leasing the Premises then leased by Tenant hereunder (and Original Tenant or any Affiliate Assignee is conducting business in all or any portion of the Premises) as a residential real estate mortgage lender and/or residential real estate mortgage broker and/or title company, Landlord shall not enter into a direct lease for space in the Building Complex with a “Competitor” of Tenant (as defined below). For purposes hereof, the term “Competitor” shall mean the following eight (8) entities: (i) Xxxxx Fargo & Company, NA; the ten-year anniversary of the Closing Date or (ii) Chasethe expiration of two years following the first time at which Couch and all entities controlled by Couch no longer own any direct or indirect interest in Newco; Couch will perform, NJand will direct all other full-time, medically trained or licensed medical professionals under his or KCL's direction or control to perform, all services related to Refractive Surgery only at the premises of, and using the equipment of, Newco. (iiib) Bank Couch also agrees that, except as expressly otherwise provided below in this subsection (b), for a period of America Home Loansten (10) years immediately following the Effective Time, NC; Couch shall devote Couch's full business time and attention (ivin amounts generally consistent with the practices of Couch prior to the Closing Date) XxxxXxxxx.xxx, CA; (v) Freedom Mortgage, NJ; (vi) VIP Mortgage; (vii) Academy Mortgage; to rendering professional ophthalmic and (vii) Movement Mortgage as well as any entity whose primary use (and primary use of space in medical services within the Building Complex) is that of a title company following area (collectively, “Competitor”the "Restricted Area"): within the Missouri counties of Clay, Jackson, Cass and Platte, the Kansas counties of Wyandotte, Leavenworth and Johnson, or within a forty mixx xxxxus of any other location developed or established by Newco on or before the end of the Restricted Period (as hereinafter defined); provided, however, that Couch may decrease the foregoing leasing restriction amount of business time and attention devoted to a Competitor rendering professional ophthalmic and medical services within the Restricted Area to the extent such decrease does not materially decrease the average monthly volume of Refractive Surgery procedures done using Newco's premises and equipment below the average monthly volume that existed during the six months immediately preceding the Closing Date. (c) Notwithstanding the provisions of this Section, the death or Disability of Couch shall not prohibit or otherwise limit any existing tenants from subleasing their premises or assigning their lease to a Competitor; provided, however, that if Landlord has be the express right to disapprove such sublease or assignment pursuant to the terms basis of any such existing tenant leasebreach or default of the provisions of this Section, then Landlord will, in such instances, use commercially reasonable efforts to disapprove the same. The term “Competitor” shall not include any affiliates or subsidiaries of any such Competitors. In addition to not entering into any direct lease with a Competitor, Landlord shall not consent to any sublease or assignment of a lease by another future tenant but in the Building Complex to case of Disability, performance shall be excused only for so long as the Disability exists. As used in this Agreement, Disability shall mean Couch's having a Competitor but only if Landlord has mental or physical incapacity that reasonably prevents Couch's resumption of the express right to withhold consent pursuant to the term normal performance of such lease (where such sublease or assignment is subject to Landlord’s consent). In the event that, after the date hereof, Landlord enters into a direct lease with a Competitor then Tenanthis medical practice.