Common use of IN THE EVENT Clause in Contracts

IN THE EVENT. OF ANY DISPUTE or litigation between the Payee and the Maker or Guarantor or any other person or party with respect to this Note, the Merger Agreement or the Security Documents or with respect to any other matter, thing, event or occurrence, whether past, present or arising in the future, the Maker waives all rights of set off, offset and the right to interpose $595,000.00 HOUSTON, TEXAS JANUARY 26, 1996 any legal claims or counterclaims, the effect of which would be to delay, reduce, deny, limit or offset its obligations under this Note. IN THE EVENT OF ANY CONFLICT between the terms and provisions of this Note, the Security Documents or the Merger Agreement or any other agreement relating hereto or thereto, the terms and provisions of this Note shall control. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY HEREIN, Maker and any endorsers or guarantors of this Note severally waive notice, grace, presentment and demand for payment, notice of dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity, protest and notice of protest and non-payment, bringing of suit, and diligence in taking any action to collect any sums owing under this Note, and indulgences of every kind. Maker and any endorsers or guarantors of this Note Agree that, from time to time, both before and after the maturity date of this Note and without notice, Payee may renew the indebtedness evidenced by this Note, extend the time for any payments on the Note, consent to the substitution of security, accept additional security, or release any existing security for this Note and accept partial payments of this Note without in any manner effecting the liability of Maker or any endorser or guarantor under or with respect to this Note, even though Maker or such endorser or guarantor is not a party to any agreement regarding such actions. NEITHER THE Payee's acceptance of partial or delinquent performance or payments nor any forebearance, failure or delay by Payee or any holder hereof in exercising any right, power or remedy shall be deemed a waiver of any obligation of the Maker or any endorser, guarantor or other party liable for payment of this Note or of any right, power or remedy of the Payee or any holder hereof or preclude any other or further exercise thereof, and no single or partial exercise of any right, power or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power or remedy. THE PROVISIONS OF THIS NOTE may not be changed, modified or terminated orally, but only by an agreement in writing, signed by the Maker and Payee or any holder hereof. If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions shall in no way be effected thereby. Any waiver or forbearance must be in writing to be effective against the Payee or any holder hereof and shall only be applicable in the specific instance for which it is given. THIS NOTE has been executed and delivered in and shall be construed in accordance with and governed by the laws of the State of Texas and of the United States of America. PASTA ACQUISITION CO. By: /s/ THOMXX XXXXXXX --------------------------------- Thomxx Xxxxxxx, Xxeasurer -------- Page 5 of 5 INITIALS 25 Exhibit E PROMISSORY NOTE $2,175,310.40 HOUSTON, TEXAS JULY 31, 1994 GHULXX X. XXXXXXXXXX, x resident of Harrxx xxxnty, Texas (hereinafter called "Maker") for value received, promises and agrees to pay in installments and as herein provided unto the order of MARCO'S MEXICAN RESTAURANTS, INC., a Texas corporation (hereinafter called "Payee") at its offices in Houston, Harrxx Xxxnty, Texas, or at such other location in Harrxx Xxxnty, Texas as Payee shall designate, in lawful money of the United States of America, the principal sum of TWO MILLION ONE HUNDRED SEVENTY-FIVE THOUSAND THREE HUNDRED TEN AND 40/100 DOLLARS ($2,175,310.40), together with interest thereon from and after the date hereof at the rate of six percent (6%) per annum until maturity, payable as it accrues on the maturity date of each of the hereinafter mentioned installments, on the then unpaid principal amount hereof. All past due principal and interest shall bear interest until paid at the highest rate allowed by law (but in no event to exceed the maximum rate of nonusurious interest allowed by law). All sums paid hereon shall apply first to the satisfaction of accrued interest and the balance to the unpaid principal.

IN THE EVENT. OF ANY DISPUTE or litigation between the Payee and the Maker or Guarantor or any other person or party with respect to this Note, the Merger Agreement or the Security Documents or with respect to any other matter, thing, event or occurrence, whether past, present or arising in the future, the Maker waives all rights of set off, offset and the right to interpose 18 $595,000.00 224,202.00 HOUSTON, TEXAS JANUARY 26, 1996 any legal claims or counterclaims, the effect of which would be to delay, reduce, deny, limit or offset its obligations under this Note. IN IF THE EVENT OF ANY CONFLICT between the terms and provisions of this Note, the Security Documents or the Merger Agreement or any other agreement relating hereto or thereto, the terms and provisions of this Note shall control. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY HEREIN, Maker and any endorsers or guarantors of this Note severally waive notice, grace, presentment and demand for payment, notice of dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity, protest and notice of protest and non-payment, bringing of suit, and diligence in taking any action to collect any sums owing under Note or in proceeding against any of the rights and properties securing payment of this Note, and indulgences of every kind. Maker and any endorsers or guarantors of this Note Agree agree that, from time to time, both before and after the maturity date of this Note and without notice, Payee may renew the indebtedness evidenced by this Note, extend the time for any payments on the Note, consent to the substitution of security, accept additional security, or release any existing security for this Note and accept partial payments of this Note without in any manner effecting the liability of Maker maker or any endorser or guarantor under or with respect to this Note, even though Maker or such endorser or guarantor is not a party to any agreement regarding such actions. NEITHER THE Payee's acceptance of partial or delinquent performance or payments payment nor any forebearanceforbearance, failure or delay by Payee or any holder hereof in exercising any right, power or remedy shall be deemed a waiver of any obligation of the Maker or any endorser, guarantor or other party liable for payment of this Note or of any right, power or remedy of the Payee or any holder hereof or preclude any other or further exercise thereof, ; and no single or partial exercise of any right, power or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power or remedy. THE PROVISIONS OF THIS NOTE may not be changed, modified or terminated orally, but only by an agreement in writing, signed by the Maker and Payee or any holder hereof. If any term or provision of this Note shall be held invalid, illegal or unenforceableunenforceability, the validity of all other terms and provisions shall in no way be effected thereby. Any waiver or forbearance must be in writing to be effective against the Payee or any holder hereof and shall only be applicable in the specific instance for which it is given. $224,202.00 HOUSTON, TEXAS JANUARY 26, 1996 THIS NOTE has been executed and delivered in and shall be construed in accordance with and governed by the laws of the State of Texas and of the United States of America. PASTA ACQUISITION CO. By: /s/ THOMXX XXXXXXX --------------------------------- --------------------------- Thomxx Xxxxxxx, Xxeasurer -------- Page 5 of 5 INITIALS 25 Exhibit E PROMISSORY NOTE $2,175,310.40 595,000.00 HOUSTON, TEXAS JULY 31JANUARY 26, 1994 GHULXX X. XXXXXXXXXX1996 PASTA ACQUISITION CO., x resident of Harrxx xxxnty, a Texas corporation (hereinafter called "Maker") ), for value received, promises and agrees to pay in installments and as herein provided unto the order of MARCO'S MEXICAN RESTAURANTSGHULXX X. XXXXXXXXXX, INC., a Texas corporation (hereinafter called "Payee") at its offices in Houston, Harrxx Xxxntyx resident of Fort Bend County, Texas, or whose business address is 10770 Xxxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 xx at such other location in Harrxx Xxxnty, Texas address as Payee shall designate, in lawful money currency of the United States of America, the principal sum of TWO MILLION ONE FIVE HUNDRED SEVENTY-NINETY FIVE THOUSAND THREE HUNDRED TEN AND 40/100 NO/100 DOLLARS ($2,175,310.40595,000.00), together with interest thereon from and after the date hereof at the rate of six ten percent (610%) per annum until maturity, payable as it accrues on the maturity date of each of the hereinafter mentioned installments, on the then unpaid principal amount hereof. All past due principal and interest shall bear interest until paid at the highest rate allowed by law twelve percent (12%) per annum (but in no event to exceed the maximum rate of nonusurious interest allowed by law). All sums paid hereon shall apply first to the satisfaction of accrued interest and the balance to the unpaid principal. INTEREST AND PRINCIPAL ON THIS NOTE is payable one (1) year from the date hereof. IT IS ESPECIALLY agreed between the parties hereto that time is of the essence with respect to the payment of this Note and, if an "Event of Default" (as defined below) occurs, the owner and holder of this Note may, at its option, declare all sums owing hereon at once due and payable. If default is made in the payment of this Note at maturity (regardless of how its maturity may be brought about) and the same is placed in the hands of an attorney for collection, or suit is filed hereon, or proceedings are had in bankruptcy, probate, receivership, reorganization, arrangement, or other judicial proceedings for the establishment or collection of any amount called for hereunder, or any amount payable or to be payable hereunder is collected through any such proceedings, Maker agrees and is also to pay to the owner and holder of this Note all reasonable attorney's or collection fees incurred.

IN THE EVENT. THAT THE PREMISES ARE RENTED OR LEASED THROUGH THE EFFORTS OF ANY DISPUTE BROKER, AND THE LEASE TERM RUNS LONGER THAN THE TERMS OF THE AGREEMENT, BROKER SHALL CONTINUE TO BE COMPENSATED AS STATED IN PARAGRAPH 5. In the event that the PREMISES is not rented or litigation between leased within sixty (60) days of the Payee and date of this Agreement, or remains vacant without being subject to a lease for any sixty (60) day period, either party may terminate this Agreement upon thirty (30) days written notice to the Maker other party of such intention to terminate, provided that such written notice is delivered to the other party prior to the rental or Guarantor or any other person or party with respect to this Notelease of the premises through the efforts of BROKER. If the PREMISES contain multiple rental units, the Merger Agreement or the Security Documents or with respect to any other matter, thing, event or occurrence, whether past, present or arising in the future, the Maker waives all rights of set off, offset and the right to interpose $595,000.00 HOUSTON, TEXAS JANUARY 26, 1996 any legal claims or counterclaims, the effect of which would be to delay, reduce, deny, limit or offset its obligations under this Note. IN THE EVENT OF ANY CONFLICT between the terms and termination provisions of this Note, section will only apply if all units were not rented or leased within sixty (60) days of the Security Documents or the Merger Agreement or any other agreement relating hereto or thereto, the terms and provisions of this Note shall control. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY HEREIN, Maker and any endorsers or guarantors of this Note severally waive notice, grace, presentment and demand for payment, notice of dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity, protest and notice of protest and non-payment, bringing of suit, and diligence in taking any action to collect any sums owing under this Note, and indulgences of every kind. Maker and any endorsers or guarantors of this Note Agree that, from time to time, both before and after the maturity date of this Note and without noticeAgreement, Payee may renew the indebtedness evidenced by this Note, extend the time or all units remained vacant for any payments on the Note, consent to the substitution of security, accept additional security, or release any existing security for this Note and accept partial payments sixty (60) day period. Termination of this Note without in any manner effecting Agreement shall not adversely affect the liability rights of Maker or any endorser or guarantor tenants under or with respect to this Note, even though Maker or such endorser or guarantor is not a party to any agreement regarding such actionsthen existing leases. NEITHER THE Payee's acceptance of partial or delinquent performance or payments nor any forebearance, failure or delay by Payee or any holder hereof in exercising any right, power or remedy shall be deemed a waiver of any obligation of SPECIFIC AUTHORITY FOR REPAIR AND ALTERATIONS OWNER hereby gives BROKER the Maker or any endorser, guarantor or other party liable for payment of this Note or of any right, power or remedy of the Payee or any holder hereof or preclude any other or further exercise thereof, following authority and no single or partial exercise of any right, power or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power or remedy. THE PROVISIONS OF THIS NOTE may not be changed, modified or terminated orally, but only by an agreement in writing, signed by the Maker and Payee or any holder hereof. If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions shall in no way be effected thereby. Any waiver or forbearance must be in writing to be effective against the Payee or any holder hereof and shall only be applicable in the specific instance for which it is given. THIS NOTE has been executed and delivered in and shall be construed in accordance with and governed by the laws of the State of Texas and of the United States of America. PASTA ACQUISITION CO. By: /s/ THOMXX XXXXXXX --------------------------------- Thomxx Xxxxxxx, Xxeasurer -------- Page 5 of 5 INITIALS 25 Exhibit E PROMISSORY NOTE $2,175,310.40 HOUSTON, TEXAS JULY 31, 1994 GHULXX X. XXXXXXXXXX, x resident of Harrxx xxxnty, Texas (hereinafter called "Maker") for value received, promises powers and agrees to pay promptly on demand all legitimate expenses in installments connection with the following: to purchase necessary supplies; to contract for such utility services as BROKER may deem advisable; to make necessary repairs to the PREMISES without the express written consent of OWNER, limited to $ in any [ ] month [ ] year, and to make Owner authorized alterations and decorations. In addition to other authority of BROKER, BROKER may pay or incur without limitation on behalf of OWNER monthly or recurring operating charges and/or emergency repair, if, in the reasonable opinion of the BROKER, such repairs are necessary to protect the property from damage or maintain services to the tenants as herein provided unto called for in state law or Rental Agreement. BROKER is authorized on behalf of OWNER to hire, discharge, supervise and pay any employees or contractors for work performed. All providers of services shall be deemed to be acting on behalf of the order OWNER and not the BROKER. BROKER will not be liable to the OWNER or others for any act, default or negligence on the part of MARCO'S MEXICAN RESTAURANTSsuch persons, INC.contractors or other workmen, a Texas corporation providing BROKER has taken reasonable care in engaging them or their employers. A Reserve Fund will be established and maintained from property proceeds in the amount of $ , to be paid (hereinafter called "Payee"a) at its offices in Houston, Harrxx Xxxnty, Texasfrom first rental payments, or (b) $ per month from rental proceeds. BROKER’S RESPONSIBILITIES In addition to the foregoing, the BROKER will perform the following functions on OWNER’S behalf: Make reasonable efforts to collect all the rents and other fees due from tenants when such amounts become due, and deposit same into an agency account maintained on behalf of the OWNER, but BROKER does not guarantee the payment of any tenant’s rent; Withdraw from such account all funds needed for proper disbursements for expenses payable by the OWNER including without limitation, BROKER’s compensation; and remit balance of rent to OWNER at OWNER’S address set forth in Paragraph 9 with a written statement within 30 days of rent receipt, indicating said receipts and disbursements; and [ ] OWNER, [ ] OWNER AND [ ] BROKER HAVE READ THIS PAGE. Form 430 PAGE 1 OF 4 Collect and place into escrow accounts, as required by law, security deposits under any lease. BROKER is authorized to disburse the security deposit at such other location times and to such persons as BROKER shall in Harrxx Xxxntygood faith believe to be entitled to such funds in accordance with the South Carolina laws governing security deposits. Any interest earned on said deposits, Texas as Payee shall designate, in lawful money with tenant’s permission belong to BROKER. BROKER’S COMPENSATION In consideration of the United States services rendered by BROKER, OWNER agrees to pay BROKER the following forms of America, the principal sum compensation: FOR SET-UP/ORIGINATION – a fee of TWO MILLION ONE HUNDRED SEVENTY-FIVE THOUSAND THREE HUNDRED TEN AND 40/100 DOLLARS ($2,175,310.40), together with interest thereon from and after the date hereof at the rate of six percent (6%) per annum until maturity, payable as it accrues on the maturity date of each of the hereinafter mentioned installments, on the then unpaid principal amount hereof. All past due principal and interest shall bear interest until $ to be paid at the highest rate allowed by law (but time of execution of the contract. FOR MANAGEMENT – a fee equal to % of gross receipts collected including all sums collectible under any leases, with a minimum monthly fee of $ . FOR LEASING – a fee equal to % of the first full month’s rent for each new tenant’s lease shall be paid to BROKER, in no event to exceed the maximum rate of nonusurious interest allowed by law). All sums paid hereon shall apply first addition to the satisfaction management fee provided for in paragraph 5b above, but shall not be payable in connection with renewals. CHARGES TO TENANTS – Late Rent Administration Charge, Returned Check Charges, Releasing Administration Charge and application fees paid by tenants under any lease are the property of accrued interest and BROKER to offset expenses in enforcing the balance to the unpaid principalrespective provisions unless otherwise stipulated in paragraph 15.

IN THE EVENT. OF ANY DISPUTE or litigation between the Payee and the Maker or Guarantor FAILURE OF TENANT TO PAY ANY BASE RENT, ADDITIONAL RENT OR OTHER AMOUNTS DUE HEREUNDER WITHIN TEN (10) DAYS AFTER LANDLORD HAS PROVIDED WRITTEN NOTICE TO TENANT OF SUCH FAILURE (EXCEPT THAT IF TENANT IS IN MONETARY DEFAULT ACCORDING TO THE TERMS OF THIS LEASE WITHIN THE LAST 12 MONTHS, THEN LANDLORD SHALL NOT BE REQUIRED TO provide notice to Tenant for a monetary default), or any failure to perform any other of the terms, conditions or covenants of this Lease to be observed or performed by Tenant with all reasonable diligence, but in any event for more than thirty (30) after written notice of such failure shall have been given to Tenant, or if Tenant or an agent of Tenant shall falsify any report required to be furnished to Landlord pursuant to the terms of this Lease, or if Tenant or any guarantor of this Lease shall become bankrupt or insolvent, or file any debtor proceedings, or any person shall file against Tenant or party with respect to any guarantor of this Note, the Merger Agreement or the Security Documents or with respect Lease in any court pursuant to any other matter, thing, event or occurrence, whether past, present or arising in the future, the Maker waives all rights of set off, offset and the right to interpose $595,000.00 HOUSTON, TEXAS JANUARY 26, 1996 any legal claims or counterclaims, the effect of which would be to delay, reduce, deny, limit or offset its obligations under this Note. IN THE EVENT OF ANY CONFLICT between the terms and provisions of this Note, the Security Documents or the Merger Agreement or any other agreement relating hereto or thereto, the terms and provisions of this Note shall control. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY HEREIN, Maker and any endorsers or guarantors of this Note severally waive notice, grace, presentment and demand for payment, notice of dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity, protest and notice of protest and non-payment, bringing of suit, and diligence in taking any action to collect any sums owing under this Note, and indulgences of every kind. Maker and any endorsers or guarantors of this Note Agree that, from time to time, both before and after the maturity date of this Note and without notice, Payee may renew the indebtedness evidenced by this Note, extend the time for any payments on the Note, consent to the substitution of security, accept additional security, or release any existing security for this Note and accept partial payments of this Note without in any manner effecting the liability of Maker or any endorser or guarantor under or with respect to this Note, even though Maker or such endorser or guarantor is not a party to any agreement regarding such actions. NEITHER THE Payee's acceptance of partial or delinquent performance or payments nor any forebearance, failure or delay by Payee or any holder hereof in exercising any right, power or remedy shall be deemed a waiver of any obligation of the Maker or any endorser, guarantor or other party liable for payment of this Note or of any right, power or remedy of the Payee or any holder hereof or preclude any other or further exercise thereof, and no single or partial exercise of any right, power or remedy shall preclude any other or further exercise thereof or the exercise of any other right, power or remedy. THE PROVISIONS OF THIS NOTE may not be changed, modified or terminated orally, but only by an agreement in writing, signed by the Maker and Payee or any holder hereof. If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity of all other terms and provisions shall in no way be effected thereby. Any waiver or forbearance must be in writing to be effective against the Payee or any holder hereof and shall only be applicable in the specific instance for which it is given. THIS NOTE has been executed and delivered in and shall be construed in accordance with and governed by the laws of the State of Texas and statute either of the United States or of America. PASTA ACQUISITION CO. By: /s/ THOMXX XXXXXXX --------------------------------- Thomxx Xxxxxxx, Xxeasurer -------- Page 5 any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of 5 INITIALS 25 Exhibit E PROMISSORY NOTE $2,175,310.40 HOUSTON, TEXAS JULY 31, 1994 GHULXX X. XXXXXXXXXX, x resident a receiver or trustee of Harrxx xxxnty, Texas (hereinafter called "Maker") for value received, promises and agrees to pay in installments and as herein provided unto the order all or a portion of MARCO'S MEXICAN RESTAURANTS, INC., a Texas corporation (hereinafter called "Payee") at its offices in Houston, Harrxx Xxxnty, TexasTenant’s or any such guarantor’s property, or at if Tenant or any such guarantor makes an assignment for the benefit of creditors, or petitions for or enters into any similar arrangement, or if any guarantor of this Lease shall be in default in the performance of any covenant, duty or obligation under any guaranty or other location agreement entered into with or in Harrxx Xxxnty, Texas as Payee favor of Landlord and such default shall designateremain uncured for a period of thirty (30) days or more after notice of such default (except in the case of a filing of an involuntary petition against Tenant in bankruptcy, in lawful money which case the notice shall be sixty (60) days), or suffer this Lease to be taken under any writ of execution (any one or more of the United States foregoing shall constitute an “Event of America, the principal sum of TWO MILLION ONE HUNDRED SEVENTY-FIVE THOUSAND THREE HUNDRED TEN AND 40/100 DOLLARS ($2,175,310.40Default”), together then in any such event Tenant shall be in default hereunder, and Landlord, in addition to any other rights and remedies it may have, shall have with interest thereon prior notice the immediate right of re-entry and may remove all persons and property from the Demised Premises and after the date hereof such property may be removed and stored in a public warehouse or elsewhere at the rate sole cost of, and for the account of six percent (6%) per annum until maturityTenant, payable as it accrues on the maturity date all without service of each notice or resort to legal process and without being guilty of the hereinafter mentioned installmentstrespass, on the then unpaid principal amount hereof. All past due principal and interest shall bear interest until paid at the highest rate allowed by law (but in no event to exceed the maximum rate of nonusurious interest allowed by law). All sums paid hereon shall apply first to the satisfaction of accrued interest and the balance to the unpaid principalor becoming liable for any loss or damage which may be occasioned thereby.

IN THE EVENT. OF ANY DISPUTE A. Tenant shall at any time fail to pay any item of Rent within ten (10) days after written notice thereof has been mailed by Landlord to Tenant after date due; or B. Tenant shall fail to keep, perform or litigation between the Payee and the Maker or Guarantor or observe any other person covenant, agreement, condition or party undertaking hereunder and shall fail to remedy such default within ten (10) days after written notice thereof has been mailed by Landlord to Tenant; or if such default is one that will take longer than ten (10) days to remedy, Tenant fails to commence curing such default within ten (10) days and/or fails diligently to pursue such cure to completion; or C. The Premises shall be vacated by Tenant for any period for which Tenant has not paid its Rent; Landlord shall have the right, without further notice to or demand, to re-enter and take exclusive possession of the Premises, with respect to this Note, the Merger Agreement or the Security Documents or with respect to any other matter, thing, event or occurrence, whether past, present or arising in the future, the Maker waives all rights of set off, offset and the right to interpose $595,000.00 HOUSTON, TEXAS JANUARY 26, 1996 any legal claims or counterclaims, the effect of which would be to delay, reduce, deny, limit or offset its obligations under this Note. IN THE EVENT OF ANY CONFLICT between the terms and provisions of this Note, the Security Documents or the Merger Agreement or any other agreement relating hereto or thereto, the terms and provisions of this Note shall control. EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY HEREIN, Maker and any endorsers or guarantors of this Note severally waive notice, grace, presentment and demand for payment, notice of dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity, protest and notice of protest and non-payment, bringing of suitprocess, and diligence in taking any action to collect any sums owing under this Note, and indulgences of every kind. Maker and any endorsers refuse to allow Tenant to enter the same or guarantors of this Note Agree that, from time have possession thereof; to time, both before and after change the maturity date of this Note and without notice, Payee may renew the indebtedness evidenced by this Note, extend the time for any payments locks on the Note, consent doors to the substitution of security, accept additional security, or release any existing security for this Note and accept partial payments of this Note without in any manner effecting the liability of Maker or any endorser or guarantor under or with respect to this Note, even though Maker or such endorser or guarantor is not a party to any agreement regarding such actions. NEITHER THE Payee's acceptance of partial or delinquent performance or payments nor any forebearance, failure or delay by Payee or any holder hereof in exercising any right, power or remedy shall be deemed a waiver Premises; take possession of any obligation of the Maker or any endorser, guarantor furniture or other party liable for payment of this Note property in or of any right, power or remedy of upon the Payee or any holder hereof or preclude any other or further exercise thereof, and no single or partial exercise of any right, power or remedy shall preclude any other or further exercise thereof or Premises (Tenant hereby waiving the exercise of any other right, power or remedy. THE PROVISIONS OF THIS NOTE may not be changed, modified or terminated orally, but only by an agreement in writing, signed by the Maker and Payee or any holder hereof. If any term or provision of this Note shall be held invalid, illegal or unenforceable, the validity benefit of all other terms and provisions shall in no way be effected thereby. Any waiver or forbearance must be in writing to be effective against the Payee or any holder hereof and shall only be applicable in the specific instance for which it is given. THIS NOTE has been executed and delivered in and shall be construed in accordance with and governed by the laws of the State of Texas and of the United States of America. PASTA ACQUISITION CO. By: /s/ THOMXX XXXXXXX --------------------------------- Thomxx Xxxxxxx, Xxeasurer -------- Page 5 of 5 INITIALS 25 Exhibit E PROMISSORY NOTE $2,175,310.40 HOUSTON, TEXAS JULY 31, 1994 GHULXX X. XXXXXXXXXX, x resident of Harrxx xxxnty, Texas (hereinafter called "Maker") for value received, promises and agrees to pay in installments and as herein provided unto the order of MARCO'S MEXICAN RESTAURANTS, INC., a Texas corporation (hereinafter called "Payee") at its offices in Houston, Harrxx Xxxnty, Texas, or at such other location in Harrxx Xxxnty, Texas as Payee shall designate, in lawful money of the United States of America, the principal sum of TWO MILLION ONE HUNDRED SEVENTY-FIVE THOUSAND THREE HUNDRED TEN AND 40/100 DOLLARS ($2,175,310.40), together with interest thereon from and after the date hereof at the rate of six percent (6%) per annum until maturity, payable as it accrues on the maturity date of each of the hereinafter mentioned installments, on the then unpaid principal amount hereof. All past due principal and interest shall bear interest until paid at the highest rate allowed by law (but in no event to exceed the maximum rate of nonusurious interest allowed exemptions by law). All sums paid hereon shall , sell the same at public or private sale and apply the proceeds thereof to the costs of sale, payment of damages and payment of the rent due under this Lease; and (1) As agent of Tenant to relet the Premises for the balance of the Lease Term or for a shorter or longer term and receive the rents therefor, applying them first to the satisfaction payment of accrued interest damages suffered to the Premises and rents due and to become due under this Lease Tenant remaining liable for and hereby agreeing to pay Landlord any deficiency; or (2) To cancel and terminate the remaining term of this Lease, re-enter and take possession of the Premises free of this Lease and thereafter this Lease shall be null and void and the balance rents in such case shall be apportioned and paid on and up to the unpaid principaldate of such entry. Thereafter both parties shall be released and relieved from any of any and all obligations thereafter to accrue hereunder. Tenant shall be liable for all loss and damage resulting from such breach or default; or (3) To treat such default as an anticipatory breach of this Lease and, as liquidated damages for such default, be entitled to the difference, if any, between the sum which, at the time of such termination for anticipatory breach represents the then present worth (computed at seven percent per year) of the excess aggregate rents and additional rents payable hereunder that would have accrued over the balance of the Lease Term including extensions, had such term not been prematurely terminated, over the aggregate market rental value of the Premises over the term (including extensions) that the Lease would have run had it not been prematurely terminated.