MORTGAGE NOTE
EXHIBIT 10.5
ALLSTATE LIFE INSURANCE COMPANY
Loan No. 121977
Loan No. 121977
$3,000,000.00
March 15, 2001
1. Payment of Principal and Interest. FOR VALUE RECEIVED, ROYAL BODYCARE, INC., a Nevada
corporation and XXXXXXX X. XXXXXX (collectively, the “Maker”), hereby promise to pay to the order
of ALLSTATE LIFE INSURANCE COMPANY, an Illinois insurance corporation, and any subsequent holder
of this Note (“Holder” or “Holders”) in the manner hereinafter provided, the principal amount of
THREE MILLION AND NO/l00 DOLLARS ($3,000,000.00) together with interest on the outstanding
principal balance from the date of the initial disbursement (for purposes of this Note,
“disbursement” means the date funds are wire transferred from Holder’s account) of all or a part
of the principal of this Note (“Disbursement Date”) until maturity at the rate of seven and
three-quarters percent (7.75%) per annum (“Contract Rate”) as follows:
| (a) | on the Disbursement Date, interest only, in advance, accruing from the
Disbursement Date to the last day of March, 2001, both inclusive; and |
||
| (b) | in arrears, on the first day of May, and on the first day of each month
thereafter until this Note matures, principal and interest in consecutive equal
installments of
TWENTY-FIVE THOUSAND SEVEN HUNDRED NINETY-SEVEN AND 12/100 DOLLARS ($25,797.12) (the
initial payment and each subsequent payment shall each hereinafter be referred to as
“Monthly Payment”), which amount is calculated using an amortization period of two
hundred sixteen (216) months; and |
||
| (c) | on April 1, 2019, the entire unpaid principal amount and any interest accrued
but remaining unpaid and all other sums due under this Note. |
Except for the interest payable under paragraph (a) above, interest shall be payable in arrears and
calculated on the basis of a 360 day year containing twelve 30 day months. All such payments on
account of the indebtedness evidenced by this Note shall be first applied to interest accrued on
the unpaid principal amount and the remainder toward reduction of the unpaid principal amount.
2. Payment Information. All payments required to be made hereunder shall be made during
regular business hours to Holder at its office c/o Commercial Mortgage Division, Allstate Plaza
South, Suite G5C, 0000 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Servicing Manager,
with sufficient information to identify the source and application of such payment to Holder’s
Loan No. 121977, or at such other place as Holder may from time to time designate in writing. All
payments shall be made in currency of United States of America without presentment or surrender of
this Note. Payments to Holder shall be made by
transferring immediately available federal funds by bank wire or interbank transfer for the
account of Holder provided, however, that any payment of principal or interest received after 1:00
p.m. Chicago time shall be deemed to have been received by Xxxxxx on the next business day and
shall bear interest accordingly. If and so long as Holder directs Maker to make payments to a
servicing agent, then payments may be made by check. Payments made by check will not be deemed
made until good funds for such check are received by Holder or the servicing agent.
3. Security For Note. The payment of this Note and all other sums due Holder is secured by
(a) Deed of Trust, Assignment of Leases, Rents and Contracts, Security Agreement and Fixture
Filing (“Mortgage”), of even date herewith, granted by Royal Bodycare, Inc. to Holder, as
beneficiary, covering certain real property, the improvements thereon and certain personal
property situated in Dallas County, Texas and described in the Mortgage (“Property”), and (b)
those certain instruments of indebtedness and security described as “Related Agreements” in the
Mortgage. Except as otherwise defined herein, all of the defined terms contained in the Mortgage
and the Related Agreements are hereby incorporated herein by express reference.
4. Late Charges. Should any Monthly Payment required under this Note not be paid in full
on or before the fifth day of the month in which such payment is due, Maker acknowledges that the
Holder will incur extra expenses for the handling of the delinquent Monthly Payment and servicing
the indebtedness evidenced hereby, and that the exact amount of these extra expenses is extremely
difficult and impractical to ascertain, but that a charge of five percent (5%) of the amount of
the delinquent payment (“Late Charge”) would be a fair approximation of the expense so incurred by
Xxxxxx. If applicable law requires a lesser charge, however, then the maximum charge permitted by
such law may be charged by Xxxxxx for said purpose. Therefore, Maker shall, in such event, without
further notice, and without prejudice to the right of Holder to collect any other amounts provided
to be paid hereunder or under the Mortgage, the Related Agreements or any other instrument
executed for purposes of further securing payment of the obligations evidenced by this Note, or to
declare an Event of Default as defined below, pay to Holder immediately upon demand therefor the
Late Charge to compensate Holder for expenses incurred in handling delinquent Monthly Payments.
5. Interest Payable Upon Default. If there occurs an Event of Default, under this Note or
the Mortgage or under any Related Agreement, then the unpaid principal amount of this Note, and
all accrued and unpaid interest thereon shall bear interest at the Contract Rate plus five percent
(5%) per annum compounded monthly (“Default Rate”) from the date of expiration of any applicable
cure or grace period until such time, if any, as the Event of Default is cured and the Mortgage
and this Note are reinstated as permitted by applicable law, or otherwise until such time as the
unpaid principal amount of this Note and all other indebtedness evidenced by this Note are fully
repaid, whichever is earlier.
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6. Events of Default. An “Event of Default” shall exist under this Note (a) in the event
Maker shall fail to make any payment due under this Note, other than the final payment and
Prepayment Premium, on or before the fifth day of the month in which such payment is due; (b) in
the event Maker shall fail to make the final payment or the Prepayment Premium
when such payment is due or (c) if there shall exist an Event of Default as that term is defined
in the Mortgage or in any of the Related Agreements.
7. Additional Payments. The additional payments called for under paragraphs 4 and 5 shall
be in addition to, and shall in no way limit, any other rights and remedies provided for in this
Note, the Mortgage or in any Related Agreements, as well as all other remedies provided by law.
8. Payment of Taxes and Expenses.
(a) Maker further promises to pay to Holder, immediately upon written notice from Holder:
(i) all recordation, transfer, stamp, documentary or other fees or taxes levied on Holder
(exclusive of Holder’s income taxes) by reason of the making or recording of this Note,
the Mortgage or any of the Related Agreements, and (ii) all intangible property taxes
levied upon any Holder of this Note or mortgagee under the Mortgage or secured party under
the Related Agreements by reason of the making or recording of this Note, the Mortgage, or
any of the Related Agreements.
(b) Maker further promises to pay to Holder, immediately upon written notice from Holder,
all actual costs, expenses, disbursements, escrow fees, title charges and reasonable legal
fees and expenses actually incurred by Xxxxxx and its counsel following the occurrence of
an Event of Default, in (i) the collection, attempted collection, or negotiation and
documentation of any settlement or workout of the principal amount of this Note, the
interest thereon or any installment of other payment due hereunder, and (ii) any suit or
proceeding whatsoever in regard to this Note or to protect, sustain or enforce the lien of
any instrument securing this Note, including, without limitation, in any bankruptcy
proceeding or judicial or nonjudicial foreclosure proceeding. It is the intent of the
parties that Maker pay all expenses and reasonable attorneys’ fees actually incurred by
Xxxxxx as a result of Xxxxxx’s entering into the loan transaction evidenced by this Note.
9. Prepayment. Maker is prohibited from prepaying this Note until April 1, 2006, (the
“No-Prepayment Period”). Subsequent to the No-Prepayment Period, at any time with thirty (30) days
prior written notice to Holder, specifying the date of prepayment, Maker will have the privilege
of prepaying the outstanding principal amount together with any accrued but unpaid interest, any
other sums secured by the Mortgage and the Related Agreements and, a prepayment premium equal to
the greater of (a) one percent (1%) of the principal amount prepaid or (b) an amount calculated as
follows (collectively “Prepayment Premium”): The term “Prevailing Interest Rate” as used herein
shall mean (a) the yield to maturity on a United States Treasury Bond or Treasury Note selected by
Holder having a maturity date as near as possible to the original maturity date of this Note and
an “ask” price, as close as possible to par (as published two weeks prior to the specified date of
prepayment in The Wall Street Journal or similar publication or available from the Federal Reserve
Bank of New York) less (b) the Basis Point Adjustment as computed in accordance with Exhibit
A attached hereto. If the Prevailing Interest Rate is less than the Contract Rate, the
Prepayment Premium shall be the remainder of (x) minus (y) where “(x)” is the present value of all
unpaid installments of principal and interest
due under this Note from the date of prepayment to and including the original maturity date of
this Note, discounted at the Prevailing Interest Rate, and “(y)” is the outstanding principal
balance of this Note as of the prepayment date.
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Written notice of Maker’s election to make a prepayment in full of this Note shall be given in the
manner provided for notices under Section 20 of this Note. Partial prepayment of the outstanding
principal amount of this Note shall not be permitted except in accordance with the terms of the
Mortgage. In the event of such a permitted partial prepayment, except as otherwise provided in the
Mortgage, the Prepayment Premium calculated in this paragraph 9 shall be prorated based on the
amount of the partial prepayment relative to the then current outstanding principal balance of this
Note.
MAKER ACKNOWLEDGES THAT HOLDER (A) HAS ADVANCED THE AMOUNTS EVIDENCED BY THIS NOTE WITH THE
EXPECTATION THAT SUCH AMOUNTS WOULD BE OUTSTANDING FOR A PERIOD AT LEAST EQUAL TO THE NO-PREPAYMENT
PERIOD, (B) WOULD NOT HAVE BEEN WILLING TO ADVANCE SUCH AMOUNTS ON THESE TERMS FOR A SHORTER PERIOD
OF TIME, (C) IN MAKING THE LOAN EVIDENCED BY THIS NOTE, IS RELYING ON MAKER’S CREDITWORTHINESS AND
ITS AGREEMENT TO PAY IN STRICT ACCORDANCE WITH THE TERMS SET FORTH IN THE NOTE AND (D) WOULD NOT
MAKE THE LOAN WITHOUT FULL AND COMPLETE ASSURANCE BY MAKER OF ITS AGREEMENT NOT TO PREPAY ALL OR A
PART OF THE PRINCIPAL OF THIS NOTE EXCEPT AS EXPRESSLY PERMITTED HEREIN AND IN THE MORTGAGE. MAKER
HAS BEEN ADVISED AND ACKNOWLEDGES THAT HOLDER IS RELYING ON THE RECEIPT OF PAYMENTS UNDER THIS NOTE
TO, AMONG OTHER THINGS, MATCH AND SUPPORT ITS OBLIGATIONS UNDER CONTRACTS ENTERED INTO BY HOLDER
WITH THIRD PARTIES AND THAT IN
THE EVENT OF A PREPAYMENT, HOLDER COULD SUFFER LOSS AND ADDITIONAL EXPENSES WHICH ARE EXTREMELY
DIFFICULT AND IMPRACTICAL TO ASCERTAIN. ACCORDINGLY, IT IS THE EXPRESS INTENT OF MAKER AND HOLDER
THAT (I) MAKER SHALL HAVE NO RIGHT TO PREPAY THIS NOTE DURING THE NO-PREPAYMENT PERIOD, EXCEPT AS
OTHERWISE PROVIDED IN THE MORTGAGE, (II) ANY PREPAYMENT OF THIS NOTE DURING THE NO-PREPAYMENT
PERIOD SHALL ONLY OCCUR IN THE EVENT HOLDER ACCELERATES PAYMENT UNDER THIS NOTE OR AS OTHERWISE SET
FORTH IN THE MORTGAGE, (III) ANY PREPAYMENT DESCRIBED IN FOREGOING CLAUSE (II) SHALL (UNLESS
OTHERWISE EXPRESSLY PERMITTED IN THE MORTGAGE) REQUIRE THE PAYMENT OF A PREPAYMENT PREMIUM
CALCULATED AS PROVIDED FOR HEREINABOVE, AND (IV) TO THE EXTENT PERMITTED BY APPLICABLE LAW, MAKER
HAS WAIVED, AND HEREBY WAIVES, ANY RIGHT TO PREPAY THIS NOTE EXCEPT AS EXPRESSLY PROVIDED IN THE
MORTGAGE OR THIS NOTE. IN THE EVENT, NOTWITHSTANDING THE FOREGOING EXPRESS INTENT OF MAKER AND
HOLDER AND THE EXPRESS WAIVER BY MAKER OF ANY RIGHT TO PREPAY THIS NOTE, THAT THE APPLICABLE LAW OF
THE JURISDICTION IN WHICH THE PROPERTY IS LOCATED PERMITS THE MAKER TO PREPAY THIS NOTE
DURING THE NO-PREPAYMENT PERIOD, THEN THE PREPAYMENT PREMIUM DESCRIBED IN CLAUSE (III) ABOVE SHALL
BE PAID TO HOLDER AS A CONDITION TO ANY SUCH PREPAYMENT.
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BY INITIALING BELOW, MAKER EXPRESSLY ACKNOWLEDGES THAT, PURSUANT TO THE PROVISIONS OF THIS
NOTE AND EXCEPT AS OTHERWISE PROVIDED IN THIS NOTE OR THE MORTGAGE, MAKER HAS NO RIGHT TO PREPAY
THIS NOTE IN WHOLE OR IN PART. IN THE EVENT ANY PREPAYMENT IS REQUIRED OR EXPRESSLY PERMITTED,
MAKER SHALL BE LIABLE FOR THE PAYMENT OF THE PREPAYMENT PREMIUM UNLESS EXPRESSLY STATED OTHERWISE
IN THE MORTGAGE. FURTHERMORE, BY INITIALING BELOW, MAKER WAIVES ANY RIGHTS IT MAY HAVE UNDER ANY
APPLICABLE STATE LAWS AS THEY RELATE TO ANY PREPAYMENT RESTRICTIONS CONTAINED IN THIS PARAGRAPH 9
OR OTHERWISE CONTAINED IN THIS NOTE AND EXPRESSLY ACKNOWLEDGES THAT HOLDER HAS MADE THE LOAN IN
RELIANCE UPON SUCH AGREEMENTS AND WAIVER OF MAKER AND THAT HOLDER WOULD NOT HAVE MADE THE LOAN
WITHOUT SUCH AGREEMENTS AND WAIVER OF MAKER. MAKER ACKNOWLEDGES THAT SPECIFIC WEIGHT HAS BEEN
GIVEN TO THE CONSIDERATION GIVEN FOR SUCH AGREEMENTS, WHICH CONSIDERATION IS THE GRANTING OF THE
LOAN.
10. Evasion of Prepayment Premium. Maker acknowledges that in the event of an acceleration
of payment of this Note following an Event of Default by Maker, a tender of payment of an amount
necessary to satisfy the entire indebtedness evidenced hereby, but not including the Prepayment
Premium, made at any time prior to a foreclosure sale by Maker, its successors or assigns or by
anyone on behalf of Maker, or by a buyer upon foreclosure or trustee’s sale, shall be presumed to
be and conclusively deemed to constitute a deliberate evasion of the prepayment provisions hereof
and shall constitute a prepayment hereunder and shall therefore be subject to the Prepayment
Premium as calculated in accordance with this Note with the date of prepayment being deemed the
date of occurrence of the foreclosure sale or the tender of payment of the amount necessary to pay
the entire indebtedness evidenced hereby in full, including the Prepayment Premium.
11. Maker’s Covenants. Maker agrees that (a) this instrument and the rights and
obligations of all parties hereunder shall be governed by and construed under the laws of the
state in which the Property is located; (b) the obligation evidenced by this Note is an exempted
transaction under the Truth-in-Lending Act, 15 U.S.C § 1601, et seq. (1982); (c)
said obligation constitutes a business loan for the purpose of the application of any laws that
distinguish between consumer loans and business loans and that have as their purpose the
protection of consumers in the state in which the Property is located; (d) at the option of the
Holder, the United States District Court for the district in which the Property is located and any
court of competent jurisdiction of the state in which the Property is located shall have
jurisdiction in any action, suit or other proceeding arising out of or relating to any act taken
or omitted hereunder or the enforcement of this Note, the Mortgage and the Related Agreements and
Maker shall not assert in any such action, suit or other proceeding that it is not personally
subject to the jurisdiction of the courts in (d) above, that the action, suit or other proceeding
is brought in an
inconvenient forum or that the venue of the action, suit or other proceeding is improper; (e) it
hereby waives any objections to venue; and (f) to the extent permitted by applicable law, it
hereby waives its right to a trial by jury.
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12. Severability. The parties hereto intend and believe that each provision of this Note
comports with all applicable local, state and federal laws and judicial decisions. However, if any
provision or any portion of any provision contained in this Note is held by a court of law to be
invalid, illegal, unlawful, void or unenforceable as written in any respect, then it is the intent
of all parties hereto that such portion or provision shall be given force to the fullest possible
extent that it is legal, valid and enforceable, that the remainder of the Note shall be construed
as if such illegal, invalid, unlawful, void or unenforceable portion or provision was not
contained therein, and the rights, obligations and interests of Maker and Holder under the
remainder of this Note shall continue in full force and effect.
13. Usury Laws. It is the intention of Maker and Holder to conform strictly to the usury
laws now or hereafter in force in the state or commonwealth in which the Property is located, and
any interest payable under this Note, the Mortgage, or any Related Agreement shall be subject to
reduction to an amount not to exceed the maximum non-usurious amount for commercial loans allowed
under the usury laws of the state or commonwealth in which the Property is located as now or
hereafter construed by the courts having jurisdiction over such matters. In the event such
interest (whether designated as interest, service charges, points, or otherwise) does exceed the
maximum legal rate, it shall be: (a) canceled automatically to the extent that such interest
exceeds the maximum legal rate; (b) if already paid, at the option of the Holder, either be
rebated to Maker or credited on the principal amount of the Note or (c) if the Note has been
prepaid in full, then such excess shall be rebated to Maker. All amounts paid or agreed to be paid
which would under applicable law be deemed “interest” shall, to the extent permitted by such
applicable law, be amortized, prorated, allocated and spread throughout the stated term of the
Note. The term “applicable law” as used in this paragraph shall mean the applicable law in effect
from time to time which lawfully permits the charging and collection of the highest permissible,
lawful, nonusurious rate of interest on the transactions herein contemplated, including laws of
the State of Texas and the United States of America; and the term “maximum legal rate” as used in
this paragraph shall mean, with respect to each portion of the indebtedness evidenced hereby, the
maximum, lawful, nonusurious rate of interest (if any) which under applicable law Holder is
permitted to charge from time to time with respect to such portion of the indebtedness evidenced
hereby.
14. Acceleration. Upon an Event of Default, Holder shall have the right, without further
demand or notice, to declare the entire principal amount of this Note and/or any Future Advance
(as defined in the Mortgage) then outstanding, all accrued and unpaid interest thereon and all
other sums, including without limitation the Prepayment Premium, required under this Note, the
Mortgage or any note evidencing any Future Advance, to be immediately due and payable and,
notwithstanding the stated maturity in this Note or any note evidencing any Future Advance, all
such sums so declared due and payable shall thereupon become immediately due and payable. During
the existence of such Event of Default, Holder may apply payments received on any amounts due
under the Note, the Mortgage, any Related Agreement or any note evidencing any Future Advance as
Holder may determine in its sole discretion.
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15. Waivers by Maker. As to this Note, the Mortgage, the Related Agreements and any other
instruments securing the indebtedness, Maker and all guarantors, sureties and endorsers, severally
waive to the extent permitted by applicable law all applicable exemption rights, whether under any
state constitution, homestead laws or otherwise, and also severally waive diligence, valuation and
appraisement, presentment for payment, protest and demand, notice of protest, notice of intent to
accelerate, notice of acceleration, demand and dishonor and diligence in collection and nonpayment
of this Note and all other notices in connection with the delivery, acceptance, performance,
default, or enforcement of the payment of this Note (except notice of default specifically
provided for in the Mortgage and the Related Agreements). To the extent permitted by law, Maker
further waives all benefit that might accrue to Maker by virtue of any present or future laws
exempting the Property, or any other property, real or personal, or the proceeds arising from any
sale of any such property, from attachment, levy, or sale under execution, or providing for any
stay of execution to be issued on any judgment recovered on this Note or in any action to
foreclose the Mortgage, injunction against sale pursuant to power of sale, exemption from civil
process or extension of time for payment. Xxxxx agrees that any real estate that may be levied
upon pursuant to a judgment obtained by virtue of this Note, or any writ of execution issued
thereon, may be sold upon any such writ in whole or in part in any order desired by Xxxxxx.
16. Maker Not Released. No delay or omission of Holder to exercise any of its rights and
remedies under this Note, the Mortgage or any Related Agreements at any time following the
happening of an Event of Default shall constitute a waiver of the right of Holder to exercise such
rights and remedies at a later time by reason of such Event of Default or by reason of any
subsequently occurring Event of Default. This Note, or any payment hereunder, may be extended from
time to time by agreement in writing between Maker and Holder without in any other way affecting
the liability and obligations of Maker and endorsers, if any.
17. Recourse. Royal Bodycare, Inc. shall be fully liable under this Note, the Mortgage and
the Related Agreements and Xxxxxxx X. Xxxxxx shall be fully liable under this Note and the
Environmental Indemnity Agreement of even date herewith. However, except as otherwise set forth in
this paragraph, the liability of the general partners or shareholders of Maker, if any, under this
Note, the Mortgage and the Related Agreements shall be limited to and satisfied from the Property
and the proceeds thereof, the rents and all other income arising therefrom, the other assets of
Maker arising out of the Property which are given as collateral for the Loan, and any other
collateral given in writing to Holder as security for repayment of this Note (all of the foregoing
are collectively referred to as the “Loan Collateral”); provided, however, that nothing contained
in this paragraph shall (a) preclude Holder from foreclosing the lien of the Mortgage or from
enforcing any of its rights or remedies in law or in equity against Maker, (b) constitute a waiver
of any obligation evidenced by this Note or secured by the Mortgage or any Related Agreements, (c)
limit the right of Holder to name Maker as a party defendant in any action brought under this
Note, the Mortgage or any Related Agreements, (d) prohibit Holder from pursuing all of its rights
and remedies against any Maker, guarantor or surety, whether or not such Maker guarantor or surety
is a partner or shareholder of Maker, (e) limit the personal liability of any shareholder of
Maker, or any general partner of Maker to Holder for misappropriation or misapplication of funds,
fraud, waste, willful misrepresentation or willful
damage to the Property or (f) preclude Holder from recovering from Maker and the Indemnitors under
that certain Environmental Indemnity Agreement of even date herewith.
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18. Successors and Assigns. The provisions of this Note shall be binding upon
Maker and its legal representatives, successors and assigns and shall inure to the
benefit of any Holder and its successors and assigns. In the event Maker is composed of
more than one party, obligations arising from this Note are and shall be joint and
several as to each such party.
19. Remedies Cumulative. The remedies of Holder as provided in this Note, or in
the Mortgage or the Related Agreements, and the warranties contained herein or therein
shall be cumulative and concurrent, may be pursued singly, successively or together at
the sole discretion of Holder, may be exercised as often as occasion for their exercise
shall occur and in no event shall the failure to exercise any such right or remedy be
construed as a waiver or release of such right or remedy. No remedy under this Note,
conferred upon or reserved to Holder is intended to be exclusive of any other remedy
provided in this Note, the Mortgage or any of the Related Agreements or provided by law,
but each shall be cumulative and shall be in addition to every other remedy given under
the Mortgage or any of the Related Agreements or hereunder or now or hereafter existing
at law or in equity or by statute.
20. Notices. All notices, written confirmation of wire transfers and all other
communications with respect to this Note shall be directed as follows: if to Holder, c/o
Commercial Mortgage Division, Allstate Plaza South, Suite G5C, 0000 Xxxxxxx Xxxx,
Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Servicing Manager, with a copy to Investment Law
Division, Allstate Plaza South, Suite G5A, 0000 Xxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx
00000; if to Maker, 0000 Xxxxx Xxxxx, Xxxxxx, Xxxxx 00000, with a copy to: Xxxxxxxx
Xxxxxxxx & Xxxxxx P.C., Attn: Xxx Xxxx, Esq., 5400 Renaissance Tower, 0000 Xxx Xxxxxx,
Xxxxxx, Xxxxx 00000-0000 or at such other place as Holder or Maker may from time to time
designate in writing. All notices shall be in writing and shall be (a) hand-delivered by
third-party courier service, (b) sent by United States express mail or by private,
third-party, overnight courier, or (c) served by certified mail postage prepaid, return
receipt requested, to the appropriate address set forth above. Notices served as
provided in (a) and (b) shall be deemed to be effective upon delivery. Any notice served
by certified mail shall be deposited in the United States mail with postage thereon
fully prepaid and shall be deemed effective on the day of actual delivery as shown by
the addressee’s return receipt or the expiration of three business days after the date
of mailing, whichever is earlier in time.
21. No Oral Modification. This Note may not be modified or discharged orally, but only by
an agreement in writing signed by the party against whom enforcement of any waiver, modification
or discharge is sought.
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22. Time. Time is of the essence with regard to the performance of the obligations of
Maker in this Note and each and every term, covenant and condition herein by or applicable to
Maker.
23. Captions. The captions and headings of the paragraphs of this Note are for convenience
only and are not to be used to interpret, define or limit the provisions hereof.
24. Replacement Note. Upon receipt of evidence reasonably satisfactory to Maker of the
loss, theft, destruction or mutilation of this Note, and in the case of any such loss, theft or
destruction, upon delivery of an indemnity agreement reasonably satisfactory to Maker or, in the
case of any such mutilation, upon surrender and cancellation of this Note, Maker will execute and
deliver to Holder in lieu thereof, a replacement note dated as of the date of this Note, identical
in form and substance to this Note, but providing expressly that it is in full substitution for
and replacement of this Note (and is being executed in reliance thereof) and upon such execution
and delivery all references in the Mortgage to this Note shall be deemed to refer to such
replacement note. Upon payment in full of all indebtedness secured by the Mortgage, this Note
shall be marked “Paid” and returned to Maker.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, Maker has caused this Mortgage Note to be duly executed on the date first
above written.
| WITNESS: | MAKER: | |||||||||
| ROYAL BODYCARE, INC., | ||||||||||
| /s/ Xxxxxx X. Xxxxx | a Nevada corporation | |||||||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||||||||
| Name: | Xxxxxxx X. Xxxxxx | |||||||||
| Title: | President/CEO | |||||||||
| /s/ Xxxxxx X. Xxxxx | /s/ Xxxxxxx X. Xxxxxx | |||||||||
| XXXXXXX X. XXXXXX, Individually | ||||||||||
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EXHIBIT A
BASIS POINT ADJUSTMENT TABLE
| U.S. Treasury Bond | Basis Point | U.S. Treasury Bond | Basis Point | |||||||||
| or Note Yield | Adjustment | or Note Yield | Adjustment | |||||||||
0 - 1.55 |
.0 | 14.07 - 14.24 | .40 | |||||||||
1.56 - 2.69 |
.01 | 14.25 - 14.41 | .41 | |||||||||
2.70 - 3.48 |
.02 | 14.42 - 14.59 | .42 | |||||||||
3.49 - 4.12 |
.03 | 14.60 - 14.77 | .43 | |||||||||
4.13 - 4.68 |
.04 | 14.78 - 14.94 | .44 | |||||||||
4.69 - 5.17 |
.05 | 14.95 - 15.11 | .45 | |||||||||
5.18 - 5.63 |
.06 | 15.12 - 15.28 | .46 | |||||||||
5.64 - 6.05 |
.07 | 15.29 - 15.44 | .47 | |||||||||
6.06 - 6.44 |
.08 | 15.45 - 15.61 | .48 | |||||||||
6.45 - 6.82 |
.09 | 15.62 - 15.77 | .49 | |||||||||
6.83 - 7.17 |
.10 | 15.78 - 15.94 | .50 | |||||||||
7.18 - 7.51 |
.11 | 15.95 - 16.10 | .51 | |||||||||
7.52 - 7.83 |
.12 | 16.11 - 16.26 | .52 | |||||||||
7.84 - 8.14 |
.13 | 16.27 - 16.41 | .53 | |||||||||
8.15 - 8.44 |
.14 | 16.42 - 16.57 | .54 | |||||||||
8.45 - 8.73 |
.15 | 16.58 - 16.73 | .55 | |||||||||
8.74 - 9.02 |
.16 | 16.74 - 16.88 | .56 | |||||||||
9.03 - 9.29 |
.17 | 16.89 - 17.03 | .57 | |||||||||
9.30 - 9.55 |
.18 | 17.04 - 17.18 | .58 | |||||||||
9.56 - 9.81 |
.19 | 17.19 - 17.33 | .59 | |||||||||
9.82 - 10.07 |
.20 | 17.34 - 17.48 | .60 | |||||||||
10.08 - 10.31 |
.21 | 17.49 - 17.63 | .61 | |||||||||
10.32 - 10.55 |
.22 | 17.64 - 17.78 | .62 | |||||||||
10.56 - 10.79 |
.23 | 17.79 - 17.92 | .63 | |||||||||
10.80 - 11.02 |
.24 | 17.93 - 18.07 | .64 | |||||||||
11.03 - 11.25 |
.25 | 18.08 - 18.21 | .65 | |||||||||
11.26 - 11.47 |
.26 | 18.22 - 18.35 | .66 | |||||||||
11.48 - 11.69 |
.27 | 18.36 - 18.49 | .67 | |||||||||
11.70 - 11.90 |
.28 | 18.50 - 18.63 | .68 | |||||||||
11.91 - 12.11 |
.29 | 18.64 - 18.77 | .69 | |||||||||
12.12 - 12.32 |
.30 | 18.78 - 18.91 | .70 | |||||||||
12.33 - 12.52 |
.31 | 18.92 - 19.05 | .71 | |||||||||
12.53 - 12.72 |
.32 | 19.06 - 19.18 | .72 | |||||||||
12.73 - 12.92 |
.33 | 19.19 - 19.32 | .73 | |||||||||
12.93 - 13.12 |
.34 | 19.33 - 19.45 | .74 | |||||||||
13.13 - 13.31 |
.35 | 19.46 - 19.59 | .75 | |||||||||
13.32 - 13.50 |
.36 | 19.60 - 19.72 | .76 | |||||||||
13.51 - 13.69 |
.37 | 19.73 - 19.85 | .77 | |||||||||
13.70 - 13.87 |
.38 | 19.86 - 19.99 | .78 | |||||||||
13.88 - 14.06 |
.39 | 20.00 - 20.12 | .79 | |||||||||
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