EX-10.3






Loan No. 949951





PROMISSORY NOTE



Date of Note: Effective as of October 18, 2002.



Note Amount: $4,968,750.00



THIS PROMISSORY NOTE (this “Note”), is made by HRMED, LLC, a Colorado
limited liability company (“Borrower”), having an address at c/o Gibbons-White
Incorporated, 2305 Canyon Boulevard, Suite 200, Boulder, Colorado 80302, to and in favor of
COLUMN FINANCIAL, INC., a Delaware corporation (“Lender”), having an address at 11
Madison Avenue, 5th Floor, New York, New York 10010, Attn: Edmund Taylor.



NOW, THEREFORE, FOR VALUE RECEIVED, Borrower promises to pay to the order of Lender, without
any setoff or deduction whatsoever, on the Maturity Date (as hereinafter defined), at the office
of Lender, or at such other place as Lender may designate to Borrower in writing from time to
time, the principal sum of FOUR MILLION NINE HUNDRED SIXTY- EIGHT THOUSAND SEVEN HUNDRED
FIFTY AND NO/100 DOLLARS ($4,968,750.00), together with interest on so much thereof as is
from time to time outstanding and unpaid, from the date of the advance of the principal evidenced
hereby, at the rate of 5.88% per annum (the “Note Rate”), in lawful money of the United
States of America, which shall at the time of payment be legal tender in payment of all debts and
dues, public and private.



ARTICLE I — TERMS AND CONDITIONS





1.1 Payment of Principal and Interest. Said interest shall be computed
hereunder based



on a three hundred sixty (360) day year and paid for the actual number of days elapsed for any
whole or partial month in which interest is being calculated. In computing the number of days
during which interest accrues, the day on which funds are initially advanced shall be included
regardless of the time of day such advance is made, and the day on which funds are repaid shall be
included unless repayment is credited prior to close of business. Payments in federal funds
immediately available in the place designated for payment received by Lender prior to 2:00 p.m.
local time at said place of payment shall be credited prior to close of business, while other
payments may, at the option of Lender, not be credited until immediately available to Lender in
federal funds in the place designated for payment prior to 2:00 p.m. local time at said place of
payment on a day on which Lender is open for business. Such principal and interest shall be
payable in equal consecutive monthly installments of $29,407.91 each, beginning on December 11,
2002 (the “First P&I Date”), and continuing on the eleventh (11th) day of each and every
month (each a “Payment Date”) thereafter through and including November 11, 2012 (the
“Maturity Date”), at which time the entire outstanding principal balance hereof, together
with all accrued but unpaid interest thereon, shall be due and payable in full. Each such monthly
installment shall be applied first to the payment of accrued interest and then to reduction of
principal. If the advance of the principal amount evidenced by this Note is made on a date other
than the eleventh (1 1 th) day of a calendar month, then Borrower shall pay to Lender


contemporaneously with the execution hereof interest at the Note Rate as follows: (a) if the
advance of the principal amount evidenced by this Note is made prior to the eleventh (1 1
th) day of a calendar month, then Borrower shall pay to Lender
contemporaneously with the execution hereof interest at the Note Rate for a period from the date of
such advance through and including the tenth (10th) day of the calendar month in which this Note is
funded or (b) if the advance of the principal amount evidenced by this Note is made after the
eleventh (11th ) day of a calendar month, then Borrower shall pay to Lender
contemporaneously with the execution hereof interest at the Note Rate for a period from the date of
such advance through and including the tenth (10th) day of the first calendar
month following the month in which this Note is funded.



1.2 Prepayment.



(a) This Note may be prepaid in whole but not in part (except as otherwise specifically
provided herein) at any time after the date (the “Lockout Expiration Date”) that is the earlier of
(1) the third (3”) anniversary of the “startup day,” within the meaning of Section 860G(a)(9) of
the Internal Revenue Code of 1986, as amended from time to time or any successor statute (the
“Code”), of a “real estate mortgage investment conduit,” (a “REMIC”) within the meaning of
Section 860D of the Code that holds this Note and the Security Instrument or (2) four (4) years
from the date of this Note, provided:



(i) written notice of such prepayment is received by Lender not more than sixty (60) days and
not less than thirty (30) days prior to the date of such prepayment,



(ii) such prepayment is made on a Payment Date (or, if such prepayment is not received on a
Payment Date, interest is paid through the tenth (10th) day of such calendar month if such
prepayment is received on or prior to the tenth (10th) day of a calendar month, or interest is paid
through the tenth (10th) day of the calendar month following the month in which the prepayment is
received if prepayment is received after the eleventh (1 lth) day of such calendar month) and is
accompanied by all interest accrued hereunder and all other sums due hereunder or under the other
Loan Documents, and



(iii) if such prepayment occurs on or prior to the date of that is three (3) months prior to
the Maturity Date (the “Yield Maintenance Expiration Date”), Lender is paid a prepayment fee in the
amount of Required Yield Maintenance. For purposes hereof, “Required Yield Maintenance shall mean
an amount equal to the greater of (A) the present value as of the Prepayment Date of the remaining
scheduled payments of principal and interest from the Prepayment Date through the Maturity Date
(including an amount equal to the outstanding principal balance of the Loan on such date)
determined by discounting such payments at the Discount Rate (as hereinafter defined) less the
amount of principal being prepaid or (B) one percent (1%) of the outstanding principal balance of
the Note as of the Prepayment Date. The “Discount Rate" is the rate which, when compounded
monthly, is equivalent to the Treasury Rate (as hereinafter defined), when compounded
semi-annually. The “Treasury Rate" is the yield calculated by the linear interpolation of
the yields, as reported in the Federal Reserve Statistical Release H.15 Selected Interest Rates
(the “Release”) under the heading “U.S. government securities”, and the subheading
“Treasury constant maturities” for the week ending prior to the Prepayment Date, of U.S. Treasury
constant maturities with maturity dates (one longer and one shorter) most nearly approximating the
Maturity Date. In the event the Release is no



longer published, Lender shall select a comparable publication to determine the Treasury
Rate in its reasonable discretion. Lender shall not be obligated to accept any prepayment of the
principal balance of this Note unless it is accompanied by the prepayment consideration due in
connection therewith.



(b) (1) If prior to the Lockout Expiration Date and following the occurrence of any default
beyond any notice and/or grace period applicable to such default, Borrower shall tender payment of
an amount sufficient to satisfy all of the indebtedness evidenced by this Note and the other Loan
Documents, Borrower shall pay, in addition to the amounts payable hereunder and under the other
Loan Documents, a prepayment fee in an amount equal to Required Yield Maintenance plus one percent
(1%) of the principal amount being prepaid.



(2) In the event that any prepayment fee is due hereunder, Lender shall deliver to
Borrower a statement setting forth the amount and determination of the prepayment fee, and,
provided that Lender shall have in good faith applied the formula described above, Borrower shall
not have the right to challenge the calculation or the method of calculation set forth in any such
statement in the absence of manifest error, which calculation may be made by Lender on any day
during the thirty (30) day period preceding the date of such prepayment. Lender shall not be
obligated or required to have actually reinvested the prepaid principal balance at the Treasury
Rate or otherwise as a condition to receiving the prepayment fee. No prepayment fee or premium
shall be due or payable in connection with any prepayment of the indebtedness evidenced by this
Note made after the Yield Maintenance Expiration Date, or upon prepayment resulting from
application of insurance or condemnation proceeds as provided in the Security Instrument at any
time during the loan term. With regard to any prepayment made hereunder (except for a prepayment
resulting from the application of condemnation or insurance proceeds), if prior written notice
required in clause (a)(i) above’has not been received by Lender, the prepayment shall be increased
by an amount equal to the lesser of (x) thirty (30) days’ unearned interest computed on the
outstanding principal balance of this Note so prepaid and (y) unearned interest computed on the
outstanding principal balance of this Note so prepaid for the period from, and including, the date
of prepayment through the Maturity Date.



(c) Partial prepayments of this Note shall not be permitted, except partial prepayments



resulting from Lender applying insurance or condemnation proceeds to reduce the outstanding
principal balance of this Note as provided in the Security Instrument, in which event no prepayment
fee or premium shall be due. No notice of prepayment shall be required under the circumstance
specified in the preceding sentence. No principal amount repaid may be re-borrowed. Partial
payments of principal shall be applied to the unpaid principal balance evidenced hereby on the next
succeeding Payment Date following Lender’s determination to apply insurance or condemnation
proceeds to the partial prepayment of the outstanding principal balance of this Note. In such
event, as of the date such proceeds are applied by Lender to reduce the outstanding principal
balance of this Note, the monthly installment of interest and principal set forth in Section 1.1 of
this Note shall be recomputed at the Note Rate and the outstanding principal balance of this Note
remaining following such application, based upon an amortization schedule of thirty (30) years less
the period (A) from the eleventh (11th) day of the calendar month in which the advance of the
principal amount evidenced by this Note is made to the date of the application of such proceeds if
the advance hereunder is made on or prior to the eleventh (11th) day of a calendar month or (B)
from the eleventh


(1 1 th) day of the calendar month following the date of the advance hereunder to the date
of the application of such proceeds if the advance hereunder is made after the eleventh(11th) day
of a calendar month.



(d) Except as otherwise expressly provided in Section 1.2(c) above, the prepayment fees



provided above shall be due, to the extent permitted by applicable law, under any and all
circumstances where all or any portion of this Note is paid prior to the Yield Maintenance
Expiration Date, whether such prepayment is voluntary or involuntary, even if such prepayment
results from Lender’s exercise of its rights upon Borrower’s default and acceleration of the
Maturity Date of this Note (irrespective of whether foreclosure proceedings have been commenced),
and shall be in addition to any other sums due hereunder or under any of the other Loan Documents.
No tender of a prepayment of this Note with respect to which a prepayment fee is due shall be
effective unless such prepayment is accompanied by the prepayment fee.



1.3 Security. The indebtedness evidenced by this Note and the obligations created
hereby



are secured by, among other things, (a) that certain Deed of Trust and Security Agreement (the
“Security Instrument”) from Borrower to a trustee for the benefit of Lender, as
beneficiary, dated as of the date hereof, concerning certain property located in Douglas County,
Colorado, and (b) an Assignment of Leases and Rents (the “Assignment”) of even date
herewith by Borrower in favor of Lender. The Security Instrument, the Assignment, this Note, any
indemnity and guaranty agreement, any hazardous substances indemnity agreement, and such other
agreements, documents and instruments, together with any and all renewals, modifications,
amendments, restatements, consolidations, substitutions, replacements, and extensions and
modifications thereof, are herein referred to collectively as the “Loan
Documents”. All of the terms and provisions of the Loan Documents are incorporated herein
by reference. Some of the Loan Documents are to be filed for record on or about the date hereof in
the appropriate public records.



1.4 Default. It is hereby expressly agreed that if any sum payable under this Note is
not



paid on or before the date such payment is due, or should any other default occur under any of the
Loan Documents which is not cured within any applicable grace or cure period, including without
limitation, any sale, transfer, conveyance or other violation of the terms of Section 1.13
of the Security Instrument, then a default shall exist hereunder, and in such event the
indebtedness evidenced hereby, including all sums advanced or accrued hereunder or under any other
Loan Document, and all unpaid interest accrued thereon, shall, at the option of Lender and without
notice to Borrower, at once become due and payable and may be collected forthwith, whether or not
there has been a prior demand for payment and regardless of the stipulated date of maturity. In the
event that any payment is not received by Lender on the date when due, then in addition to any
default interest payments due hereunder, Borrower shall also pay to Lender a late charge in an
amount equal to five percent (5.0%) of the amount of such overdue payment. So long as any default
exists hereunder, regardless of whether or not there has been an acceleration of the indebtedness
evidenced hereby, and at all times after maturity of the indebtedness evidenced hereby (whether by
acceleration or otherwise), interest shall accrue on the outstanding principal balance of this Note
at a rate per annum equal to five percent (5.0%) plus the interest rate which would be in effect
hereunder absent such default or maturity, or if such increased rate of interest may not be
collected under applicable law, then at the maximum rate of interest, if any, which may be
collected from Borrower under applicable law (the “Default Interest Rate”), and such
default interest shall be immediately due and



payable. Borrower acknowledges that it would be extremely difficult or impracticable to
determine Lender’s actual damages resulting from any late payment or default, and such late charges
and default interest are reasonable estimates of those damages and do not constitute a penalty. The
remedies of Lender in this Note or in the other Loan Documents, or at law or in equity, shall be
cumulative and concurrent, and may be pursued singly, successively or together, in Lender’s
discretion. Time is of the essence of this Note. In the event this Note, or any part hereof, is
collected by or through an attorney-at-law, Borrower agrees to pay all reasonable costs of
collection, including, but not limited to, reasonable attorneys’ fees.



1.5 Exculpation.




(A) Notwithstanding anything in the Loan Documents to the contrary, but subject



to the qualifications hereinbelow set forth, Lender agrees that (i) Borrower shall be liable upon
the indebtedness evidenced hereby and for the other obligations arising under the Loan Documents to
the full extent (but only to the extent) of the security therefor, the same being all properties
(whether real or personal), rights, estates and interests now or at any time hereafter securing the
payment of this Note and/or the other obligations of Borrower under the Loan Documents
(collectively, the “Security Property”), (ii) if default occurs in the timely and proper
payment of all or any part of such indebtedness evidenced hereby or in the timely and proper
payment or performance of the other obligations of Borrower under the Loan Documents, any judicial,
quasi-judicial or non-judicial proceedings brought by Lender against Borrower shall be limited to
the preservation, enforcement and foreclosure, or any thereof, of the liens, security titles,
estates, assignments, rights and security interests now or at any time hereafter securing the
payment of this Note and/or the other obligations of Borrower under the Loan Documents, and
confirmation of any sale, and no attachment, execution or other writ of process shall be sought,
issued or levied upon any assets, properties or funds of Borrower or its general or limited
partners or members other than the Security Property except with respect to the liability described
below in this section, and (iii) in the event of a foreclosure of such liens, security titles,
estates, assignments, rights or security interests securing the payment of this Note and/or the
other obligations of Borrower under the Loan Documents, whether by judicial proceedings or through
Public Trustee foreclosure, no judgment for any deficiency upon the indebtedness evidenced hereby
shall be sought or obtained by Lender against Borrower, except with respect to the liability
described below in this section; provided, however, that, notwithstanding the foregoing
provisions of this section, Borrower shall be fully and personally liable and subject to legal
action (a) for proceeds paid under any insurance policies (or paid as a result of any other claim
or cause of action against any person or entity) by reason of damage, loss or destruction to all or
any portion of the Security Property, to the full extent of such proceeds not previously delivered
to Lender, but which, under the terms of the Loan Documents, should have been delivered to Lender,
(b) for proceeds or awards resulting from the condemnation or other taking in lieu of condemnation
of all or any portion of the Security Property, or any of them, to the full extent of such proceeds
or awards not previously delivered to Lender, but which, under the terms of the Loan Documents,
should have been delivered to Lender, (c) for all tenant security deposits or other refundable
deposits paid to or held by Borrower or any other person or entity in connection with leases of all
or any portion of the Security Property which are not applied in accordance with the terms of the
applicable lease or other agreement, (d) for rent and other payments received from tenants under
leases of all or any portion of the Security Property paid more than one (1) month in advance and
not applied to debt service, or ordinary and necessary operating expenses or paid to Lender, (e)
for rents, issues, profits



and revenues of all or any portion of the Security Property received or applicable to a
period after any notice of default from Lender hereunder or under the Loan Documents and prior to
the cure of such default in the event of any default by Borrower hereunder or thereunder which are
not either applied to the ordinary and necessary expenses of owning and operating the Security
Property or paid to Lender, (f) for damage to the Security Property as a result of the intentional
misconduct or gross negligence of Borrower or any of its principals, officers, managers, members or
general partners, or any agent or employee of any such persons, or any removal of all or any
portion of the Security Property in violation of the terms of the Loan Documents, to the full
extent of the losses or damages actually incurred by Lender on account of such damage or removal,
(g) so long as Borrower has possession and control of the Security Property, for Borrower’s failure
to pay any valid taxes, assessments, mechanic’s liens, materialmen’s liens or other liens which
could create liens on any portion of the Security Property, accruing prior to the date Lender
acquires actual possession and control of the Property, which would be superior to the lien or
security title of the Security Instrument or the other Loan Documents, to the full extent of the
amount claimed by any such lien claimant, (h) for all obligations and indemnities of Borrower under
the Loan Documents relating to hazardous or toxic substances or compliance with environmental laws
and regulations to the full extent of any losses or damages (including those resulting from
diminution in value of any Security Property) incurred by Lender as a result of the existence of
such hazardous or toxic substances or failure to comply with environmental laws or regulations, (i)
for fraud or material willful misrepresentation by Borrower or any of its principals, officers,
managers, members or general partners, any guarantor, any indemnitor or any agent, employee or
other person authorized to make statements or representations on behalf of Borrower, any principal,
officer, manager, member or general partner of Borrower, or any guarantor or any indemnitor, to the
full extent of any losses, damages and expenses of Lender on account thereof, and (j) for any
amounts paid to Borrower, or any of its principals, officers, managers, members or general
partners, or any agent or employee of any such persons, and not delivered to Lender to be held
under the Security Instrument, under leases containing early lease termination options in favor of
tenants thereunder, in connection with the exercise of such tenant’s lease termination option,
other than amounts paid for rent and other charges in respect of periods prior to the lease
termination date. References herein to particular sections of the Loan Documents shall be deemed
references to such sections as affected by other provisions of the Loan Documents relating thereto.
Nothing contained in this section shall (1) be deemed to be a release or impairment of the
indebtedness evidenced by this Note or the other obligations of Borrower under the Loan Documents
or the lien of the Loan Documents upon the Security Property, or (2) preclude Lender from
foreclosing under the Loan Documents in case of any default or from enforcing any of the other
rights of Lender except as stated in this section, or (3) limit or impair in any way whatsoever the
Indemnity and Guaranty Agreement or the Hazardous Substances Indemnity Agreement, each of even date
herewith executed and delivered in connection with the indebtedness evidenced by this Note or
release, relieve, reduce, waive or impair in any way whatsoever, any obligation of any party to
such Indemnity and Guaranty Agreement or Hazardous Substances Indemnity Agreement.




(B) Notwithstanding anything to the contrary in this Note or any of the Loan Documents,



(X) Lender shall not be deemed to have waived any right which Lender may have under Section 506(a),
506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to file a claim for the full
amount of the indebtedness evidenced by this Note and the other obligations of Borrower under the
Loan Documents or to require that all collateral shall continue to secure all of such indebtedness


and obligations, and (Y) all such indebtedness evidenced by the Note and the other
obligations of Borrower under the Loan Documents shall be deemed fully recourse to Borrower in the
event that: (i) Borrower fails to maintain its status as a single purpose entity, as required by,
and in accordance with the terms and provisions of, the Security Instrument; (ii) Borrower fails to
obtain Lender’s prior written consent to any subordinate financing or other voluntary lien
encumbering the Security Property; (iii) Borrower fails to obtain Lender’s prior written consent to
any assignment, transfer, or conveyance of the Security Property or any interest therein as
required by the Security Instrument ,or (iv) a receiver, liquidator or trustee of Borrower shall be
appointed or if Borrower shall be adjudicated a bankrupt or insolvent, or if any petition for
bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar
federal or state law, shall be filed by, consented to, or acquiesced in by, Borrower or if any
proceeding for the dissolution or liquidation of Borrower shall be instituted by Borrower or if an
involuntary bankruptcy of Borrower is instituted in which Borrower has colluded with its creditors.



ARTICLE II-GENERAL CONDITIONS




2.1 No Waiver; Amendment. No failure to accelerate the debt evidenced hereby by



reason of default hereunder, acceptance of a partial or past due payment, or indulgences granted
from time to time shall be construed (i) as a novation of this Note or as a reinstatement of the
indebtedness evidenced hereby or as a waiver of such right of acceleration or of the right of
Lender thereafter to insist upon strict compliance with the terms of this Note, or (ii) to prevent
the exercise of such right of acceleration or any other right granted hereunder or by any
applicable laws; and to the extent not prohibited under applicable laws Borrower hereby expressly
waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be
provided, which would produce a result contrary to or in conflict with the foregoing. No extension
of the time for the payment of this Note or any installment due hereunder, made by agreement with
any person now or hereafter liable for the payment of this Note shall operate to release,
discharge, modify, change or affect the original liability of Borrower under this Note, either in
whole or in part unless Lender agrees otherwise in writing. This Note may not be changed orally,
but only by an agreement in writing signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought.



2.2 Waivers. Presentment for payment, demand, protest and notice of demand, protest



and nonpayment, notice of intent to accelerate maturity, notice of acceleration of maturity and all
other notices are hereby waived by Borrower. Borrower hereby further waives and renounces, to the
fullest extent permitted by law, all rights to the benefits of any moratorium, reinstatement,
marshalling, forbearance; valuation, stay, extension, redemption, appraisement, exemption and
homestead exemption now or hereafter provided by the Constitution and laws of the United States of
America and of each state thereof, both as to itself and in and to all of its property, real and
personal, against the enforcement and collection of the obligations evidenced by this Note or the
other Loan Documents.



2.3 Limit of Validity. The provisions of this Note and of all agreements between



Borrower and Lender, whether now existing or hereafter arising and whether written or oral,
including, but not limited to, the Loan Documents, are hereby expressly limited so that in no
contingency or event whatsoever, whether by reason of demand or acceleration of the maturity of
this Note or otherwise, shall the amount paid, or agreed to be paid (“Interest”) to Lender
for the use,



forbearance or retention of the money loaned under this Note exceed the maximum amount
permissible under applicable law. If, from any circumstance whatsoever (including, without
limitation, the receipt of any late charge or similar amount), performance or fulfillment of any
provision hereof or of any agreement between Borrower and Lender shall, at the time performance or
fulfillment of such provision shall be due, exceed the limit for Interest prescribed by law or
otherwise transcend the limit of validity prescribed by applicable law, then ipso facto the
obligation to be performed or fulfilled shall be reduced to such limit and if, from any
circumstance whatsoever, Lender shall ever receive anything of value deemed Interest by applicable
law in excess of the maximum lawful amount, an amount equal to any excessive Interest shall be
applied to the reduction of the principal balance owing under this Note in the inverse order of its
maturity (whether or not then due) or at the option of Lender be paid over to Borrower, and not to
the payment of Interest. All Interest (including any amounts or payments deemed to be Interest),
contracted for, charged, taken, reserved, paid or agreed to be paid to Lender shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term
of this Note, including any extensions and renewals hereof, until payment in full of the principal
balance of this Note so that the Interest thereof for such full period will not exceed at any time
the maximum amount permitted by applicable law. This Section 2.3 will control all
agreements between Borrower and Lender.




2.4 Use of Funds. Borrower hereby warrants, represents and covenants that no funds



	 	 	 	 	 
	disbursed hereunder shall be used for personal, family or household purposes.
	 	2.5	 	 	Unconditional Payment. Subject to Section 1.5 herein, Borrower is and shall be

	 	 	 	 	 







obligated to pay principal, interest and any and all other amounts which become payable hereunder
or under the other Loan Documents absolutely and unconditionally and without any abatement,
postponement, diminution or deduction and without any reduction for counterclaim or setoff. In the
event that at any time any payment received by Lender hereunder shall be deemed by a court of
competent jurisdiction to have been a voidable preference or fraudulent conveyance under any
bankruptcy, insolvency or other debtor relief law, then the obligation to make such payment shall
survive any cancellation or satisfaction of this Note or return thereof to Borrower and shall not
be discharged or satisfied with any prior payment thereof or cancellation of this Note, but shall
remain a valid and binding obligation enforceable in accordance with the terms and provisions
hereof, and such payment shall be immediately due and payable upon demand.




2.6 Further Assurances. Borrower shall execute and acknowledge (or cause to be



executed and acknowledged) and deliver to Lender all reasonable documents, and take all reasonable
actions, reasonably required by Lender from time to time to confirm the rights created under this
Note and the other Loan Documents, to protect and further the validity, priority and enforceability
of this Note and the other Loan Documents, to subject to the Loan Documents any property of
Borrower intended by the terms of any one or more of the Loan Documents to be encumbered by the
Loan Documents, or otherwise carry out the purposes of the Loan Documents and the transactions
contemplated thereunder; provided, however, that no such further actions, assurances and
confirmations shall increase, modify or change Borrower’s obligations or reduce or restrict
Borrower’s rights under this Note or under the other Loan Documents.




2.7 Submission to Jurisdiction; Waiver of Jury Trial.



(1) BORROWER, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND
VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (A) SUBMITS TO PERSONAL JURISDICTION IN
THE STATE WHERE THE PROPERTY IS LOCATED OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON ARISING
FROM OR RELATING TO THIS NOTE, (B) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT
IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN EITHER THE CITY OR THE COUNTY
WHERE THE PROPERTY IS LOCATED, (C) SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND (D) TO THE
FULLEST EXTENT PERMITTED BY LAW, AGREES THAT BORROWER WILL NOT BRING ANY ACTION, SUIT OR PROCEEDING
IN ANY OTHER FORUM AND BORROWER FURTHER CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR
OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL,
POSTAGE PREPAID, TO BORROWER AT THE ADDRESS FOR NOTICES DESCRIBED ON THE FIRST PAGE HEREOF, AND
CONSENTS AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE
(BUT NOTHING HEREIN SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER
MANNER PERMITTED BY LAW).



(2) BORROWER, TO THE FULL EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND
VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER
FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN
ANY WAY RELATING TO THIS NOTE OR ANY CONDUCT, ACT OR OMISSION OF LENDER OR BORROWER, OR ANY OF
THEIR DIRECTORS, OFFICERS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS
AFFILIATED WITH LENDER OR BORROWER IN CONNECTION WITH THE INDEBTEDNESS EVIDENCED BY THIS NOTE, IN
EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.



2.8 GOVERNING LAW. THIS NOTE SHALL BE INTERPRETED, CONSTRUED AND ENFORCED ACCORDING TO
THE LAWS OF THE STATE OF COLORADO.




2.9 Miscellaneous. The terms and provisions hereof shall be binding upon and inure
to



the benefit of Borrower and Lender and their respective heirs, executors, legal representatives,
successors, successors-in-title and assigns, whether by voluntary action of the parties or by
operation of law. As used herein, the terms “Borrower” and “Lender” shall be deemed to include
their respective successors, successors-in-title and assigns, whether by voluntary action of the
parties or by operation of law. Subject to the limitations set forth in Section 1.5 above,
if Borrower consists of more than one person or entity, each shall be jointly and severally liable
to perform the obligations of Borrower under this Note. All personal pronouns used herein, whether
used in the masculine, feminine or neuter gender, shall include all other genders; the singular
shall include the plural and vice versa. Titles of articles and sections are for convenience only
and in no way define, limit, amplify or describe the scope or intent of any provisions hereof.
Capitalized terms used in this Note and not otherwise defined herein shall have the meaning
ascribed to them in the Security Instrument



7150\39\726633.3 9



or in the Loan Documents. Time is of the essence with respect to all provisions of this
Note, the Security Instrument and the Loan Documents. This Note and the other Loan Documents
contain the entire agreements between the parties hereto relating to the subject matter hereof and
thereof and all prior agreements relative hereto and thereto which are not contained herein or
therein are terminated. All notices, demands, requests or other communications to be sent by
one party to the other hereunder or required by law shall be given and become effective as
provided in the Security Instrument. If any provision under this Note or the application
thereof to any entity, person or circumstance shall be invalid, illegal or unenforceable to any
extent, the remainder of this Note and the application of the provisions hereof to other entities,
persons or circumstances shall not be affected thereby and shall be enforced to the fullest extent
permitted by law.



1



IN WITNESS WHEREOF, the Borrower, intending to be legally bound hereby, has duly executed
this Note as of the day and year first written above.



BORROWER:



HRMED, LLC, a Colorado limited liability company


By: /s/ Neil Littmann


Name: Neil Littmann

Title: Manager




2