7150\39\726561.3
HAZARDOUS SUBSTANCES INDEMNITY AGREEMENT
THIS HAZARDOUS SUBSTANCES INDEMNITY AGREEMENT (this "Agreement"), made jointly
and severally by HRMED, LLC, a Colorado limited liability company ("Borrower"),
whose address is c/o Gibbons-White Incorporated, 2305 Canyon Boulevard,
Suite 200, Boulder, Colorado 80302, and by WILLIAM SCOTT REICHENBERG and NEIL
LITTMANN, (collectively "Guarantor"), whose addresses are c/o Gibbons-White
Incorporated, 2305 Canyon Blvd., Suite 200, Boulder, Colorado 80302 (for William
Scott Reichenberg) and c/o The Colorado Group, 3434 47th Street, Suite 220,
Boulder, Colorado 80301 (for Neil Littman) (Borrower and Guarantor sometimes
being referred to herein collectively as "Indemnitors" and individually as
"Indenmitor"), in favor of COLUMN FINANCIAL, INC., a Delaware corporation
("Lender"), whose address is 11 Madison Avenue, 5th Floor, New York, New York
10010, Attn: Edmund Taylor.
WITNESSETH:
WHEREAS, Lender has extended to Borrower a loan (the "Loan") in the principal
amount of FOUR MILLION NINE HUNDRED SIXTY-EIGHT THOUSAND SEVEN HUNDRED FIFTY AND
NO/100 DOLLARS ($4,968,750.00); and
WHEREAS, the Loan is evidenced by a Promissory Note (the "Note") dated of even
date herewith, executed by Borrower and payable to the order of Lender, in the
stated principal amount of FOUR MILLION NINE HUNDRED SIXTY-EIGHT THOUSAND SEVEN
HUNDRED FIFTY AND NO/100 DOLLARS ($4,968,750.00), and is secured by a Deed of
Trust and Security Agreement (the "Deed of Trust") dated of even date herewith,
from Borrower, as grantor, to the Public Trustee in and for Douglas County,
Colorado for the benefit of Lender, as beneficiary, encumbering that certain
real property situated in the County of Douglas, State of Colorado, as is more
particularly described on Exhibit A attached hereto and incorporated herein by
this reference, together with the buildings, structures and other improvements
now or hereafter located thereon (said real property, buildings, structures and
other improvements being hereinafter collectively referred to as the
"Property"), and by other documents and instruments (the Note, the Deed of Trust
and such other documents and instruments, as the same may from time to time be
amended, consolidated, renewed or replaced, being collectively referred to
herein as the "Loan Documents"); and
WHEREAS, as a condition to making the Loan, Lender has required that Indemnitors
indemnify Lender with respect to hazardous wastes on, in, under or affecting the
Property as herein set forth.
NOW, THEREFORE, to induce Lender to extend the Loan to Borrower and in
consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Indemnitors hereby covenant and agree for the benefit of Lender, as follows:
(1) INDEMNITY. INDEMNITOR COVENANTS AND AGREES, AT INDEMNITOR'S SOLE COST AND
EXPENSE, TO INDEMNIFY, DEFEND (AT TRIAL AND APPELLATE LEVELS, AND WITH
ATTORNEYS, CONSULTANTS AND EXPERTS ACCEPTABLE TO LENDER), AND HOLD LENDER
HARMLESS FROM AND AGAINST ANY AND ALL LIENS, DAMAGES, LOSSES, LIABILITIES,
OBLIGATIONS, SETTLEMENT PAYMENTS, PENALTIES, ASSESSMENTS, CITATIONS, DIRECTIVES,
CLAIMS, LITIGATION, DEMANDS, DEFENSES, JUDGMENTS, SUITS, PROCEEDINGS, COSTS,
DISBURSEMENTS AND EXPENSES OF ANY KIND OR OF ANY NATURE WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEYS', CONSULTANTS' AND EXPERTS' FEES AND
DISBURSEMENTS ACTUALLY INCURRED