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PROMISSORY NOTE SECURED BY DEED OF TRUST
$1,200,000.00 Los Angeles, California SEPTEMBER 23, 1997
NOTICE TO BORROWER: THIS NOTE CONTAINS PROVISIONS FOR A VARIABLE INTEREST
RATE AND FOR VARIABLE PAYMENT AMOUNTS.
1. PROMISE TO PAY. In installments and at the times stated in this Note,
for value received, CALIFORNIA CULINARY ACADEMY, INC., A CALIFORNIA
CORPORATION ("Maker"), promises to pay to IMPERIAL THRIFT AND LOAN
ASSOCIATION, a California industrial loan company ("Holder"), or order, at
700 North Central Avenue, Suite 100, Glendale, California 91203, or at such
other place as the Holder may from time to time designate in writing, the
principal sum of ONE MILLION TWO HUNDRED THOUSAND AND 0/100 DOLLARS
($1,200,000.00), or so much thereof as may be disbursed by the Holder, with
interest from the date of initial disbursement of all or any part of the
principal of this Note (the "Disbursement Date") on unpaid principal at the
interest rate or interest rates provided for in this Note.
2. INTEREST RATE: PAYMENT OF PRINCIPAL AND INTEREST.
2.1 CERTAIN DEFINITIONS. For purposes of this Note, the following
terms shall have the following definitions:
(a) "Note Rate" means the per annum interest rate on the
principal sum of this Note which is outstanding from time to time.
(b) "Index" means the six (6) month London Interbank Offered
Rate (LIBOR) as published in The Wall Street Journal.
(c) "Current Index" means, with respect to each Interest Change
Date, the most recent Index figure available as of the tenth (10th) day prior
to such Interest Change Date.
(d) "Interest Change Date" means FEBRUARY 1, 1998 and each
MAY 1ST, AUGUST 1ST, NOVEMBER 1ST, AND FEBRUARY 1ST thereafter to and
including AUGUST 1, 2007.
(e) "Payment Change Date" means MARCH 1, 1998 and each JUNE
1ST, SEPTEMBER 1ST, DECEMBER 1ST, AND MARCH 1ST thereafter to and including
SEPTEMBER 1, 2007.
(f) "Amortization Period" means a period of THREE HUNDRED SIXTY
(360) months commencing on OCTOBER 1, 1997.
(g) "Remaining Amortization Period" means, with respect to each
Payment Change Date, the number of months remaining in the Amortization
Period as of the Interest Change Date immediately preceding such Payment
Change Date.
(h) "Installment Payment Date" means DECEMBER 1, 1997 and the
FIRST (1ST) day of each month thereafter to and including OCTOBER 1, 2007.
(i) "Monthly Payment" means the total amount of the monthly
installment payment of principal and interest due and payable under this Note
on an Installment Payment Date.
(j) "Loan Year" means (i) the period from the Disbursement Date
to the first (1st) day of the first (1st) calendar month after the month in
which the Disbursement Date occurs together with the consecutive twelve (12)
calendar month period following such first (1st) day; and (ii) each
consecutive twelve (12) calendar month period thereafter commencing on the
anniversary of such first (1st) day.
2.2 INTEREST. The Note Rate shall be computed as follows:
(a) From the Disbursement Date to the first Interest Change
Date following the Disbursement Date, the Note Rate shall be equal to the
rate of NINE AND THREE-QUARTERS PERCENT (9.75%) per annum.
(b) Subject to the limitations contained in Section 2.3 below,
the Holder shall increase or decrease the Note Rate in accordance with this
Section 2.2 (b) effective on each Interest Change Date. The new Note Rate
which becomes effective on each Interest Change Date shall be equal to the
Current Index applicable to the Interest Change Date plus FOUR AND FIFTEEN
HUNDREDTHS (4.15) percentage points per annum, rounded upward to the nearest
one-thousandth (1/1,000) of one percentage point (0.001%).
2.3 LIMITATIONS ON INTEREST RATE CHANGES. Notwithstanding anything
to the contrary contained in Section 2.2 above, and except as otherwise
provided in Section 4 below, no change to the Note Rate shall be made on any
Interest Change Date to the extent that such change (a) would result in an
increase in the Note Rate above FOURTEEN AND THREE-QUARTERS PERCENT (14.75%)
per annum; or (b) would result in an increase in the Note Rate of more than
TWO PERCENT (2%) per annum in any Loan Year; or (c) would result in a
decrease in the Note Rate to a rate which is less than NINE AND
THREE-QUARTERS PERCENT (9.75%) per annum.
2.4 PAYMENTS. Principal and interest shall be due and payable as
follows:
(a) INITIAL INTEREST PAYMENT. A single installment payment of
interest only for the period from the Disbursement Date to the first (1st)
day of the first (1st) calendar month following the month in which the
Disbursement Date occurs shall be due and payable on the Disbursement Date.
(b) AMORTIZED PAYMENTS OF PRINCIPAL AND INTEREST. Principal and
interest shall be due and payable on each Installment Payment Date as follows:
(i) Commencing on DECEMBER 1, 1997 and continuing on the
FIRST (1ST) day of each month thereafter to and including the FIRST (1ST) day
of the month immediately preceding the first Payment Change Date, principal
and interest shall be due and payable in an amount sufficient to repay the
principal balance of this Note over the Amortization Period, together with
interest thereon, in equal monthly installments at the Note Rate in effect as
of the Disbursement Date; and
(ii) The Holder shall increase or decrease the Monthly
Payment in accordance with this Section 2.4(b) effective on each Payment
Change Date. The Monthly Payment which shall be due and payable commencing on
each Payment Change Date and on each Installment Payment Date thereafter
until the next Payment Change Date shall be equal to the amount of the
monthly payment that would be sufficient to repay the principal balance of
this Note outstanding immediately preceding the Payment Change Date over the
Remaining Amortization Period, together with interest
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thereon, in equal monthly installments at the Note Rate in effect on the
Interest Change Date immediately preceding the Payment Change Date.
(c) PAYMENT ON MATURITY DATE. The entire unpaid principal
balance of this Note and all accrued and unpaid interest thereon shall be due
and payable on NOVEMBER 1, 2007.
3. INTEREST COMPUTATION. Notwithstanding anything to the contrary
contained in this Note (including any references in this Note to amortized
payments or the calculation of monthly principal and interest payments over
the Amortization Period or Remaining Amortization Period), interest at the
rates provided for in this Note shall be computed on the basis of a three
hundred sixty (360) day year for the actual number of days during which the
principal balance of this Note is outstanding. Maker acknowledges and agrees
that the calculation of interest on the basis described in the preceding
sentence may result in the accrual and payment of interest in amounts greater
than those which would be payable if interest were calculated on the basis of
a three hundred sixty-five (365) day year. All payments under this Note shall
be made in immediately available funds and shall be credited first to accrued
interest then due and thereafter to unpaid principal and then impound charges
and other charges, fees, costs and expenses payable by Maker under this Note
or in connection with the loan evidenced by this Note (the "Loan") in such
order as the Holder may determine in its sole and absolute discretion. If any
payment of interest is not made when due, at the option of the Holder of this
Note, such interest payment shall bear interest at the same rate as principal
from and after the due date of the interest payment. Principal and interest
shall be payable only in lawful money of the United States of America.
4. AFTER MATURITY/DEFAULT RATE OF INTEREST. From and after either (a)
the occurrence of an Event of Default (whether or not the Holder has elected
to accelerate unpaid principal and interest under this Note as a result of
such Event of Default); or (b) the maturity of this Note (whether the stated
maturity date of this Note or the maturity date resulting from the Holder's
acceleration of unpaid principal and interest), then in either of such
circumstances, interest on the unpaid principal balance of this Note shall
accrue at a rate equal to the greater of (i) eighteen percent (18%) per
annum; or (ii) five percent (5%) per annum above the otherwise applicable
rate of interest under Section 2.2 above.
5. LATE CHARGE. If any installment of interest, principal, or both
principal and interest under this Note is not paid within ten (10) days after
the date on which it is due, Maker shall immediately pay a late charge equal
to ten percent (10%) of such installment to the Holder to compensate the
Holder for administrative costs and expenses incurred in connection with such
late payment. Maker agrees that the actual damages suffered by the Holder
because of any late installment payment are extremely difficult and
impracticable to ascertain, and the late charge described in this Section
represents a reasonable attempt to fix such damages under the circumstances
existing at the time this Note is executed. The Holder's acceptance of any
late charge shall not constitute a waiver of any of the terms of this Note
and shall not affect the Holder's right to enforce any of its rights and
remedies against any Person liable for payment of this Note.
6. WAIVERS. Maker and all sureties, guarantors, endorsers and other
Persons liable for payment of this Note (a) waive presentment, demand for
payment, protest, notice of demand, dishonor, protest and nonpayment, and all
other notices and demands in connection with the delivery, acceptance,
performance, default under, and enforcement of this Note; (b) waive the right
to assert any statute of limitations as a defense to the enforcement of this
Note to the fullest extent permitted by law; (c) consent to all extensions
and renewals of the time of payment of this Note and to all modifications of
this Note by the Holder and Maker without notice to and without in any way
affecting the liability of any Person for payment of this Note; (d) consent
to any forbearance by the Holder and to the release, addition, and
substitution of any Person liable for payment of this Note and of any or all
of the security for this Note without notice to and without in any way
affecting the liability of any Person for payment of this Note; and (e)
consent to personal jurisdiction over each of them by the courts of the State
of California in connection with any action arising under this Note and to
service of process by any means authorized by California law. Without
limiting the generality of the preceding sentence, (i) any notice which the
Holder may elect to give regarding any adjustment in the Note Rate made
pursuant to the terms of this Note (any such
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adjustment is referred to as a "Note Rate Adjustment") (including any such
notice contained in any billing statement issued by the Holder) shall not be
construed as obligating Holder to notify Maker of any Note Rate Adjustment;
and (ii) the Holder's failure to give, or delay in giving, notice of any Note
Rate Adjustment to Maker shall not in any way impair or otherwise affect the
validity or enforceability of such Note Rate Adjustment or Maker's
obligation to pay interest pursuant to such Note Rate Adjustment under the
terms of this Note.
7. DEFAULT. The Holder, at its option and without notice to or demand on
Maker or any other Person, may terminate any or all obligations which it may
have to extend further credit to Maker and may declare the entire unpaid
principal balance of this Note and all accrued interest thereon to be
immediately due and payable upon the occurrence of any Event of Default.
8. APPLICATION OF PAYMENTS; OTHER OBLIGATIONS. Upon the occurrence of any
Event of Default, the Holder, at its option, (a) shall have the right to
apply all payments made under this Note to principal, interest, impound
charges, and other charges, fees, costs and expenses payable by Maker under
this Note or in connection with the Loan in such order and amounts as the
Holder may determine in its sole and absolute discretion; and (b) shall have
the right to declare Maker to be in default under any or all other existing
or future notes, obligations or agreements of Maker in favor of the Holder
related to the property.
9. ACCELERATION; TRANSFER OF PROPERTY. Reference is made to the deed of
trust securing this Note (the "Deed of Trust") and the other documents
executed by Maker in connection with the Loan for additional rights of the
Holder to accelerate the unpaid principal balance and accrued interest under
this Note. The Deed of Trust provides, in part, as follows:
"Beneficiary shall have the right, at its option and without notice to or
demand on Trustor, to declare any or all Obligations to be immediately due
and payable if any of the following events occurs without Beneficiary's prior
written consent: (a) the sale, conveyance, transfer, mortgage, encumbrance,
lease or alienation of all or any part of the Property or any interest in the
Property, whether voluntary or involuntary, or Trustor's grant of any option
or agreement to effect any such transaction; (b) if Trustor or any General
Partner or Manager of Trustor is a partnership, the admission, withdrawal,
retirement or removal of any General Partner of Trustor or any of Trustor's
General Partners or Managers, or the sale or transfer of more than twenty-five
percent (25%) of the beneficial interests in Trustor or any of Trustor's
General Partners or Managers; (c) if Trustor or any General Partner or
Manager of Trustor is a limited liability company, the appointment,
withdrawal, retirement or removal of any Manager of Trustor or any of
Trustor's General Partners or Managers or the sale or transfer of more than
twenty-five percent (25%) of the beneficial interests in Trustor or any of
Trustor's General Partners or Managers; (d) if Trustor or any of Trustor's
General Partners or Managers is a corporation, partnership, or limited
liability company, the dissolution or liquidation of Trustor or any of
Trustor's General Partners or Managers; or (e) any change in the character
or use of all or part of the Property, including drilling for or the
extraction of oil, gas or any other hydrocarbon substance or the lease of
all or any part of the Property for any such purpose. Without limiting the
generality of any provision of this Deed of Trust (including Section 6.8
below), Beneficiary's consent to any or all of the events described in this
Section may be withheld by Beneficiary in its sole and absolute discretion.
Beneficiary's consent to any event described in this Section shall not be
deemed to be a consent to, or a waiver of the right to require such consent
for, any other event. For purposes of this Section, (i) the term
'partnership' includes a general partnership, limited partnership, limited
liability partnership, and joint venture; and (ii) the term 'Manager' means
any Person who is acting as a manager of a limited liability company,
including any member who is acting in such capacity."
10. MODIFICATIONS; CUMULATIVE REMEDIES; LOSS OF NOTE; TIME OF ESSENCE. No
modification or waiver by the Holder of any of the terms of this Note shall
be valid or binding on the Holder unless such modification or waiver is in
writing and signed by the Holder. Without limiting the generality of the
preceding sentence, no delay, omission or forbearance by the Holder in
exercising or enforcing any of its rights and remedies under this Note shall
constitute a waiver of such rights or remedies. The Holder's rights and
remedies under this Note are cumulative with and in addition to all other
legal and equitable
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rights and remedies which the Holder may have in connection with the Loan.
The headings to sections of this Note are for convenient reference only and
shall not be used in interpreting this Note. If this Note is lost, stolen, or
destroyed, upon Maker's receipt of a reasonably satisfactory indemnification
agreement executed by the Holder, or if this Note is mutilated, upon the
Holder's surrender of the mutilated Note to Maker, Maker shall execute and
deliver the Holder a new promissory note which is identical in form and
content to this Note to replace the lost, stolen, destroyed or mutilated
Note. All terms with an initial capital letter which are used but not
specifically defined in this Note shall have the respective meanings given to
such terms in the Deed of Trust. Time is of the essence in the performance
of each provision of this Note by Maker.
11. ATTORNEYS' FEES. If Maker defaults under any of the terms of this
Note, Maker shall pay all costs and expenses, including without limitation
attorneys' fees and costs, incurred by the Holder in enforcing this Note
immediately upon the Holder's demand, whether or not any action or
proceeding is commenced by the Holder. Without limiting the generality of the
preceding sentence, such costs and expenses shall include all attorneys' fees
and costs incurred by the Holder in connection with any federal or state
bankruptcy, insolvency, reorganization, or other similar proceeding by or
against Maker or any surety, guarantor or endorser of this Note which in any
way affects the Holder's exercise of its rights and remedies under this Note
or under the Deed of Trust or any other agreement securing payment of this
Note.
12. NO OFFSETS. No indebtedness evidenced by this Note shall be offset
by all or part of any claim, cause of action, or cross-claim of any kind,
whether liquidated or unliquidated, which Maker now has or may hereafter
acquire or allege to have acquired against the Holder. To the fullest extent
permitted by law, Maker waives the benefits of any applicable law,
regulation, or procedure which provides, in substance, that where cross
demands for money exist between parties at any point in time when neither
demand is barred by the applicable statute of limitations, and an action is
thereafter commenced by one such party, the other party may assert the
defense of payment in that the two demands are compensated so far as they
equal each other, notwithstanding that an independent action asserting the
claim would at the time of filing the response be barred by the applicable
statute of limitations.
13. INDEX. If the Index ceases to be made available, the Holder shall
select an alternate Index which is based upon comparable information to the
extent available and which is not subject to control or influence by the
Holder and that, in the Holder's sole judgment, is not likely to result in
the Note Rate being substantially different than if such prior Index had
continued to be made available. In such event, the Holder shall adjust the
percentage point spread set forth in Section 2.2 above (the "Spread") based
on the value of the substitute Index as of the last preceding date on which
the interest rate was adjusted or, if no such adjustment has yet occurred, as
of the date of this Note, such that the sum of the substituted Index and the
adjusted Spread equals the sum of the prior Index plus the prior Spread.
14. APPLICABLE LAW; PREPAYMENT. This Note shall be governed by and
interpreted in accordance with the laws of the State of California. Except as
expressly provided in this Section, Maker shall not have the right to prepay
all or part of the outstanding principal balance of this Note. Maker shall
have the right to prepay all or part of the outstanding principal balance of
this Note on any Installment Payment Date upon payment to the Holder of the
prepayment charge described in this Section (the "Prepayment Charge"),
provided that Maker has given the Holder not less than ten (10) days prior
written notice of such prepayment. Maker acknowledges and agrees that (1) the
Holder has made the Loan with the expectation that the Loan will be
outstanding for the entire stated term of this Note; (2) the Holder would not
have been willing to make the Loan on the terms and at the interest rate or
interest rates contained in this Note for a shorter period of time; and (3)
the Holder would not have been willing to make the Loan without Maker's
agreement not to prepay all or part of the principal balance of this Note,
except on the terms contained in this Section. Consequently, if for any reason
all or part of the outstanding principal balance of this Note is prepaid,
whether voluntarily or involuntarily, prior to the date on which such
principal amount is due under the terms of this Note, including without
limitation any payment resulting from the Holder's acceleration of the
outstanding principal balance of this Note or any full or partial payment as
a result of any judicial or non-judicial foreclosure under the Deed of Trust
by the Holder
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(any such voluntary or involuntary payment is referred to as a "Prepayment"),
then the Maker shall pay to the Holder, in addition to the principal balance
of this Note or portion thereof that is prepaid, accrued interest thereon,
and all other sums due to the Holder at the time of such Prepayment, a
Prepayment Charge calculated as follows:
14.1 A Prepayment Charge equal to THREE PERCENT (3%) of the
portion of the outstanding principal balance of this Note that is prepaid
during the FIRST (1ST) Loan Year;
14.2 A Prepayment Charge equal to TWO PERCENT (2%) of the portion
of the outstanding principal balance of this Note that is prepaid during the
SECOND (2ND) Loan Year; and
14.3 A Prepayment Charge equal to ONE PERCENT (1%) of the portion
of the outstanding principal balance of this Note that is prepaid during the
THIRD (3RD) Loan Year;
Maker shall have the right to prepay all or part of the outstanding balance
of this Note without payment of any Prepayment Charge from and after the end
of the THIRD (3RD) Loan Year. Notwithstanding anything to the contrary in this
Section, if the Holder elects to accelerate the unpaid principal balance of
this Note as a result of any Event of Default under the Loan documents or
other event that entitles the Holder to declare the unpaid principal balance
of this Note due and payable, then the date on which the Prepayment is made
shall conclusively be deemed to be the date of which the Holder declares the
unpaid principal balance of this Note due and payable (the "Acceleration
Date"), and the Prepayment Charge shall be immediately due and payable by
Maker to the Holder as of the Acceleration Date. IN ACCORDANCE WITH AND
PURSUANT TO CALIFORNIA CIVIL CODE SECTION 2954.10, MAKER ACKNOWLEDGES AND
AGREES THAT MAKER WAIVES ANY RIGHT TO PREPAY THE PRINCIPAL BALANCE OF THIS
NOTE, IN WHOLE OR IN PART, WITHOUT PENALTY OR PREPAYMENT CHARGE, AND MAKER
EXPRESSLY AGREES TO THE PAYMENT OF THE PREPAYMENT CHARGE PROVIDED FOR IN THIS
SECTION UPON ANY VOLUNTARY OR INVOLUNTARY PREPAYMENT OF THE OUTSTANDING
PRINCIPAL BALANCE OF THIS NOTE, INCLUDING WITHOUT LIMITATION ANY ACCELERATION
BY THE HOLDER PURSUANT TO SECTION 9 OF THIS NOTE. MAKER ACKNOWLEDGES AND
AGREES THAT THE HOLDER'S AGREEMENT TO MAKE THE LOAN ON THE TERMS AND AT THE
INTEREST RATE PROVIDED FOR IN THIS NOTE CONSTITUTE ADEQUATE CONSIDERATION,
OF INDIVIDUAL WEIGHT, FOR MAKER'S WAIVER AND AGREEMENT UNDER THIS SECTION.
MAKER HAS SEPARATELY INITIALED THIS SECTION 14 TO EVIDENCE MAKER'S AGREEMENT
WITH THE PROVISION CONTAINED IN THIS SECTION.
15. SUCCESSORS. This Note shall be the joint and several obligation of
all Persons executing this Note as Maker and all sureties, guarantors, and
endorsers of this Note, and this Note shall be binding upon each of such
Persons and their respective successors and assigns, subject to Section 9
above. This Note shall inure to the benefit of the Holder and its successors
and assigns.
16. WAIVER OF RIGHT TO JURY TRIAL. MAKER IRREVOCABLY WAIVES ALL RIGHTS
TO A JURY TRIAL IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND
DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY RELATING TO THE LOAN,
THIS NOTE, THE DEED OF TRUST SECURING THIS NOTE, OR ANY OF THE OTHER
DOCUMENTS EXECUTED BY MAKER IN CONNECTION WITH THE LOAN (COLLECTIVELY, THE
"LOAN DOCUMENTS"), ANY OR ALL OF THE REAL AND PERSONAL PROPERTY COLLATERAL
SECURING THE LOAN, OR ANY OF THE TRANSACTIONS WHICH ARE CONTEMPLATED BY THE
LOAN DOCUMENTS. THE JURY TRIAL WAIVER CONTAINED IN THIS SECTION IS INTENDED
TO APPLY, TO THE FULLEST EXTENT PERMITTED BY LAW, TO ANY AND ALL DISPUTES AND
CONTROVERSIES THAT ARISE OUT OF OR IN ANY WAY RELATED TO ANY OR ALL OF THE
MATTERS DESCRIBED IN THE PRECEDING SENTENCE, INCLUDING WITHOUT LIMITATION
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CONTRACT CLAIMS, TORT CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS
OF ANY KIND. MAKER ACKNOWLEDGES AND AGREES THAT (1) MAKER HAS CAREFULLY READ
AND UNDERSTANDS ALL OF THE TERMS OF THE LOAN DOCUMENTS; (2) MAKER HAS
EXECUTED THE LOAN DOCUMENTS FREELY AND VOLUNTARILY, AFTER HAVING CONSULTED
WITH MAKER'S INDEPENDENT LEGAL COUNSEL AND AFTER HAVING HAD ALL OF THE TERMS
OF THE LOAN DOCUMENTS EXPLAINED TO IT BY ITS INDEPENDENT LEGAL COUNSEL OR
AFTER HAVING HAD A FULL AND ADEQUATE OPPORTUNITY TO CONSULT WITH MAKER'S
INDEPENDENT LEGAL COUNSEL; (3) THE WAIVERS CONTAINED IN THE LOAN DOCUMENTS
ARE REASONABLE, NOT CONTRARY TO PUBLIC POLICY OR LAW, AND HAVE BEEN
INTENTIONALLY, INTELLIGENTLY, KNOWINGLY, AND VOLUNTARY AGREED TO BY MAKER;
(4) THE WAIVERS CONTAINED IN THE LOAN DOCUMENTS HAVE BEEN AGREED TO BY MAKER
WITH FULL KNOWLEDGE OF THEIR SIGNIFICANCE AND CONSEQUENCES, INCLUDING FULL
KNOWLEDGE OF THE SPECIFIC NATURE OF ANY RIGHTS OR DEFENSES WHICH MAKER HAS
AGREED TO WAIVE PURSUANT TO THE LOAN DOCUMENTS; (5) MAKER HAS HAD A FULL AND
ADEQUATE OPPORTUNITY TO NEGOTIATE THE TERMS CONTAINED IN THE LOAN DOCUMENTS;
(6) MAKER IS EXPERIENCED IN AND FAMILIAR WITH LOAN TRANSACTIONS OF THE TYPE
EVIDENCED BY THE LOAN DOCUMENTS; AND (7) THE WAIVERS CONTAINED IN THE LOAN
DOCUMENTS ARE MATERIAL INDUCEMENTS TO THE HOLDER'S EXTENSION OF CREDIT TO
MAKER, AND THE HOLDER HAS RELIED ON SUCH WAIVERS IN MAKING THE LOAN TO MAKER
AND WILL CONTINUE TO RELAY ON SUCH WAIVERS IN ANY RELATED FUTURE DEALINGS
WITH MAKER. THE WAIVERS CONTAINED IN THE LOAN DOCUMENTS SHALL APPLY TO ALL
SUBSEQUENT EXTENSIONS, RENEWALS, MODIFICATIONS, AND REPLACEMENTS OF THE LOAN
DOCUMENTS. THIS NOTE MAY BE FILED WITH ANY COURT OF COMPETENT JURISDICTION AS
MAKER'S WRITTEN CONSENT TO MAKER'S WAIVER OF A JURY TRIAL. MAKER HAS
INITIALED THIS SECTION BELOW TO INDICATE ITS AGREEMENT WITH THE JURY TRIAL
WAIVER AND OTHER TERMS CONTAINED IN THIS SECTION.
/ / / /
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MAKER'S INITIALS
17. SECURITY. This Note is secured by a Deed of Trust dated the same date
as this Note in favor of the Holder, as beneficiary.
MAKER:
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CALIFORNIA CULINARY ACADEMY, INC.,
A CALIFORNIA CORPORATION
BY:
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KEITH KEOGH, PRESIDENT
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