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 the Lease Term term, Lessor will not lease space in the Industrial Complex to another entity whose business includes the provision of telephone call control systems services to correctional institutions. Lessor's agreement and Lessee's exclusive use granted herein shall be in effect 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, NALessee is occupying and doing business from the Premises in accordance with the requirements of the Lease; (ii) Chase, NJ, Lessee is not in default under the Lease; and (iii) Bank of America Home Loans, NC; (iv) XxxxXxxxx.xxx, CA; (v) Freedom Mortgage, NJ; (vi) VIP Mortgage; (vii) Academy Mortgage; the Lease is in full force 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)effect. In the event thata claim or action is brought against Lessor arising out of Lessor's grant or enforcement (or attempted enforcement) of the exclusive use set forth in this Paragraph, after Lessor shall notify Lessee in writing of such claim or action. Other than in the date hereofinstance that Lessor has leased space to an entity known by Lessor as a competitor to Lessor, Landlord enters into such as MCI Corp., within five (5) days of Lessor's notice, Lessee shall submit to Lessor a direct lease with written acknowledgment that (a) Lessee agrees to terminate the exclusive right granted herein by deleting reference to the same in this Paragraph or (b) Lessee will not relinquish its exclusive use. In the event Lessee elects not to relinquish its exclusive use, Lessee shall indemnify and hold Lessor harmless for all costs and expense Lessor incurs in attempting to enforce the exclusive right described herein and Lessee shall waive its rights against Lessor for breach of exclusive rights set forth in this Paragraph if it is determined that the exclusive use right is an unlawful restraint of trade and commerce, price discrimination, price fixing or monopoly. Lessor's breach of this provision shall be deemed a Competitor then Tenantbreach of the terms hereof entitling the Lessee to exercise available legal remedies. Lessor shall not be in breach of this provision if Lessor continues good faith efforts to enforce this provision.

Exclusive Use. During the Lease Term and any Option periods exercised, and so long as Tenant is open and operating primarily for the Agreed Use stated in Section 1.8, Landlord agrees not to sell, lease or permit the use or occupancy of any portion of the Shopping Center owned or controlled by Landlord for the sale of or providing to the general public any of the following products or services: _ _. Such exclusive shall not apply to the existing tenants which are leasing space within the Shopping Center on the Effective Date of this Lease, and shall automatically terminate and be of no Event of Default exists further force and effect if (i) Tenant at any time commits a default under the this Lease and fails to cure the same within the applicable cure period, (beyond applicable notice and cure periodsii) and Original Tenant without Landlord’s consent assigns its rights under this Lease 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 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, or (iii) Bank of America Home Loans, NC; Tenant fails to operate the Premises for the Agreed Use for more than thirty (iv30) 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)days. In the event thatof any claim or action alleging that Landlord’s agreement pursuant to the foregoing exclusive constitutes a restraint of trade or gives rise to alleged violations of federal or state anti-trust laws, after then Landlord may notify Tenant in writing and Tenant shall within ten (10) days: (a) agree to indemnify, defend, and hold Landlord harmless from and against all losses, costs, liabilities, damages or expenses, including reasonable attorneys’ fees and costs; or (b) waive this Section 51, in which case this Lease shall continue without change except as to this Section 51. In the date hereofevent Tenant does not notify Landlord of its election pursuant to the preceding sentence within twenty (20) days of such notification by Landlord, Landlord enters into a direct lease with a Competitor then TenantTenant shall be deemed to have waived the exclusive use covenant set forth in Section 51.

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 Demised Premises which may become broken, using .glass of the same or better quality. The City shall be responsible for the maintenance of the roof, the exterior of the Building Complexthe structural electrical and plumbing (other than plumbing surrounding any 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 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 service company previously approved in writing by the City, providing for the preventative maintenance and repair of all heating/ventilation/air-conditioning (HVAC) equipment servicing the Demised Premises. In the event that 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 title current enforceable and fully executed maintenance and repair contract no later than ten (10) business days after receipt of the City's ~~roval of the service company (collectivelyas proof of Tenant's compliance with this provision. If the City provides a separate air-conditioning unit for the Demised Premises as provided herein, “Competitor”); provided, however, Tenant may request that the foregoing leasing restriction 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 Competitor xxxx or statement therefore. 13.5 /t shall be Tenant's sole obligation and responsibility to insure that any renovations, repairs and/or improvements made by Tenant to the Demised Premises comply with all applicable building codes and life safety codes of governmental authorities having jurisdiction. 13.6 Tenant Responsibilities for Utilities (not prohibit or otherwise limit included within Operating Expenses). Tenant is solely responsible for, and shall promptly pay when due, all charges and impact fees for any existing tenants from subleasing their premises or assigning their lease to a Competitor; provided, however, that if Landlord has and all utilities for the express right to disapprove such sublease or assignment Demised Premises NOT included as an Operating Expense (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 CompetitorsSubsection 3.2.1). In addition to not entering into any direct lease with a Competitorother rights and remedies hereinafter reserved to the Cit upon the failure of Tenant to pay for such utility services (as contemplated in this Subsection 13.6) when due, Landlord the City may elect, at its sole discretion. to aav same. whereby Tenant agrees to promptly reimburse the City upon demand. In no event, however, shall not consent the City be liable, whether to any sublease Tenant or assignment of a lease by another future tenant to third parties, for an interruption or failure in the Building Complex to a Competitor but only if Landlord has the express right to withhold consent pursuant supply of any utilities or services to the term Demised Premises. 13.7 TENANT HEREBY ACKNOWLEDGES AND AGREES THAT THE DEMISED PREMISES ARE BE/NG LEASED /N THEIR PRESENT "AS IS" CONDITION. 12. Section 27, entitled "Notices", located on Page 16 of the Lease Agreement and as amended on Page 4 of the Consent to Assignment and First Amendment to Lease Agreement, shall be deleted in its entirety and replaced with the following new Section 27 as follows: Notices. The addresses for all notices required under this Agreement shall be as follows, or at such lease (where such sublease other address as either party shall be in writing, notify the other.• LANDLORD: City Manager City of Miami Beach 0000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxx, Xxxxxxx 00000 With copy to: Asset Manager City of Miami Beach 0000 Xxxxxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxx. Xxxxxxx 00000 TENANT: Xxxxxx X. Xxxxx, President Xxxxxx X. Xxxxx & Associates, Inc. 0000 Xxx Xxxx Xxxxx, Xxxxxxx 00000 With copy to: Office Manager Permit Doctor 767171 Street Xxxxx Xxxxx, Xxxxxxx 00000 All notices shall be hand delivered and a receipt requested, or assignment is subject to Landlord’s consent)by certified mail with Refurn receipt requested, and shall be effective upon receipt. 13. Except as otherwise specifically amended herein, all other terms and conditions of the Lease Agreement by and between the Landlord and Tenant shall remain in full force and effect. In the event thatthere is a conflict between the provisions provided herein and the Lease Agreement, after the date hereof, Landlord enters into a direct lease with a Competitor then Tenantprovisions of this Consent to Assignment and Second Amendment to Lease Agreement shall govern. 10

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)his medical practice. 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 Tenant9.3

Exclusive Use. During the Provided Tenant is not in default of this Lease Term beyond any applicable and so long as no Event of Default exists under the Lease (beyond applicable notice and cure periodsperiod, Landlord agrees, during the term (including any extension/option validly exercised by Tenant) and Original Tenant or any Affiliate Assignee is leasing of this Lease (excluding the Premises then leased by Tenant hereunder (and Original Tenant or any Affiliate Assignee is conducting business in all or any portion last one hundred eighty [1801 days of the Premises) as a residential real estate mortgage lender and/or residential real estate mortgage broker and/or title companyterm hereof), that Landlord shall has not enter into a direct leased and will not lease for space in the Building Complex with Shopping Center to a “Competitor” tenant whose permitted use shall be for the operation of a motion simulator ride and who shall operate for such purpose at any time when 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 is already operating in the Building Complex) Shopping Center. Any such use is that of hereinafter referred to as 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)"Competing Tenant". In the event thatLandlord shall lease space to a Competing Tenant in violation of this provision, Tenant's sole and exclusive remedy shall be to elect to pay "Interim Rent" as hereafter defined in lieu of Minimum Rent and additional rent for twelve (12) months beginning the date the Competing Tenant opens for business, and, at the end of the twelve (12) month period return to paying Minimum Rent and additional rent as provided for in this Lease or terminate this Lease upon ninety (90) days notice to Landlord, which remedy shall be exercised by Tenant, if at all, within ninety (90) days of the last day of the twelfth (12th) month after the opening of such Competing Tenant. In the event Tenant elects to terminate, this Lease shall terminate and be of no further force or effect upon the expiration of the ninety (90) day notice period, subject to the payment of Tenant to Landlord of all sums then due and owing or having accrued to Landlord. In the event of such termination, within thirty (30) days following the date hereofthat Tenant shall have vacated the premises, Landlord enters into shall pay to the Tenant a direct sum equal to the then unamortized cost paid by Tenant in constructing Tenant's initial leasehold improvements as required by Section 5.01(b) of this Lease, such amortization to be on the straight line basis over the full stated term of the Lease. Tenant shall furnish to Landlord such backup information as Landlord may reasonably require. Tenant agrees to indemnify Landlord, its officers, directors, partners, employees and agents, from and against any and all third party claims, actions, suits, losses, damages, liabilities, costs and expenses including, without limitation, reasonable attorney's fees, court costs and disbursements, that arise from or out of the foregoing covenant not to lease with space to a Competitor then TenantCompeting Tenant under the circumstances described hereinabove. For purposes of this Section, Interim Rent shall be equal to ten percent (10%) of Gross Sales. Interim rent shall be payable monthly within thirty (30) days after expiration of each month in question.

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 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 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 Xxxxxxxx receives written notice of such violation from Tenant, then, as Xxxxxx’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 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 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 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 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 22.1 Landlord agrees that during the Lease Term time that Tenant or its Affiliate is the Tenant under the terms of this Lease, and so long as no Event of Default exists under the Lease (beyond applicable notice and cure periods) and Original Tenant or any its 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 will not enter into a direct lease for or approve any sublease or assignment of any space in the Building Complex with a “Competitor” Project to any of Tenant (as defined below). For purposes hereof, the term “Competitor” shall mean the following eight ten (8) entities10) competing businesses: (i) Xxxxx Fargo & CompanyADP, NA; (ii) Chase, NJPaychex, (iii) Bank of America Home Loans), NC; Paycom, (iv) XxxxXxxxx.xxxPaycore, CA; (v) Freedom MortgageZenefits, NJ; (vi) VIP Mortgage; Ceridian, (vii) Academy Mortgage; Workday, (viii) Proliant, (ix) Namely, and (viix) Movement Mortgage as well as any entity whose primary use (and primary use of space in Gusto. Landlord agrees that to the Building Complex) extent Landlord’s consent or approval, if applicable, is that of required for 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 under any lease or occupancy agreement in effect as the terms date 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 execution and delivery of any such Competitors. In addition to not entering into any direct lease with a Competitorthis Lease, 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 if such sublease or assignment would violate the exclusive rights of Tenant hereunder. Tenant shall have the right to revise the list of the ten (10) restricted competitors set forth above one time every two (2) years by written notice to Landlord. Tenant shall submit its proposed revised list of 10 competitors to Landlord from time to time. Landlord shall review such list and advise Tenant within ten (10) Business Days thereafter if Landlord is in good faith and active negotiations with any of the competitors included on Tenant’s consent)revised list. In If Landlord so notifies Tenant, Tenant shall remove such competitor from its list and submit a further revised list of ten (10) competitors to Landlord for Landlord’s further review. Tenant’s ability to modify the event thatlist shall not prohibit the Landlord from leasing space in the Project to any competitor tenant which is not on the then current competitor list. Following Landlord and Tenant’s agreement upon a revised list of competitors, Tenant shall, within ten (10) days after request by Landlord, execute an amendment to this Lease prepared by Landlord, for the date hereof, Landlord enters into a direct lease with a Competitor then Tenantpurpose of revising the list of ten (10) competitors included in this Section 22.1.

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.