Loan Documents:
All documents and instruments evidencing or
securing the BofA Loan (the "BofA Loan Documents") shall be in form and
substance satisfactory to the Company. Jones shall not execute or deliver any
BofA Loan Documents without the prior written consent of the Company, in the
Company's sole and absolute discretion. In particular, but without limitation,
the promissory note or loan agreement (the "BofA Note") evidencing the BofA Loan
shall be in a principal amount not exceeding $3,500,000, the rate of interest
accruing on the principal amount of the BofA Note shall not exceed LIBOR plus
two percent (2%) per annum, the BofA Note shall mature not more than four
(4) years from the date thereof, and the BofA Loan shall not provide for any
additional advances of principal to Jones thereunder. After Jones has executed
and delivered BofA Loan Documents approved by the Company, as hereinabove
provided, the BofA Loan Documents shall not be amended or modified in any
respect, nor shall any term or condition thereof be waived, nor shall any
consent be granted thereunder, without in each instance first having obtained
the prior written consent of the Company, in the Company's sole and absolute
discretion. Each of the BofA Loan Documents shall expressly incorporate the
provisions of this paragraph.
2.
Performance by Jones:
Jones shall pay and perform in a timely manner
all amounts and obligations of Jones under the BofA Loan Documents or otherwise
in connection with the BofA loan. Notwithstanding the foregoing sentence, on
condition that (i) Jones has otherwise paid and performed all obligations under
the BofA Loan Documents and otherwise in connection with the BofA Loan,
(ii) Jones has timely paid and performed all obligations under this Agreement,
the Deed of Trust (as hereinafter defined), the Employee Loan Agreement dated
the date hereof between Jones and the Company, and all other documents and
instruments from time to time executed and delivered by Jones to the Company in
connection with Jones' obligations under this Agreement (collectively, the
"Company Loan Documents"), and (iii) no Payment Event (as hereinafter defined)
has occurred hereunder, the Company shall pay BofA for the account of Jones the
regularly-scheduled payments of
interest only required under the BofA Note ("Regular Interest"). Upon the
occurrence, however, of any of the events described in the foregoing clauses
(i), (ii), or (iii), the Company shall thereafter have no obligation to make any
payments of Regular Interest, and Jones shall be solely responsible for payment
of all Regular Interest.
3.
Indemnity:
Jones acknowledges that the Company is executing and
delivering the Guaranty as an accommodation only to Jones to facilitate Jones'
borrowing of the BofA Loan. Except as provided herein, Jones shall indemnity,
defend (with counsel reasonably satisfactory to the Company), protect and hold
harmless the Company from and against any and all Losses (including reasonable
attorneys' fees and expenses) arising from or relating in any manner to the BofA
Loan and/or the Property. In particular, but without limitation, Jones shall,
immediately upon demand,