THE STATE OF COLORADO, WITHOUT
REGARD TO PRINCIPLES OF CONFLICT OF LAWS, AND THE PARTIES EXPRESSLY AGREE THAT
VENUE, FOR ALL PURPOSES HEREUNDER, SHALL REST EXCLUSIVELY WITH THE STATE AND
FEDERAL COURTS OF THE STATE OF COLORADO.
16
13.9.
ASSIGNABILITY AND BINDING EFFECT.
THIS AGREEMENT
SHALL INURE TO THE BENEFIT OF, AND BE BINDING UPON, THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS. THIS AGREEMENT TOGETHER WITH THE
TRANSACTION DOCUMENTS AND THE RIGHTS AND OBLIGATIONS HEREUNDER MAY NOT BE
ASSIGNED BY EITHER PARTY WITHOUT THE EXPRESS WRITTEN CONSENT OF THE OTHER.
13.10.
AMENDMENTS.
THIS AGREEMENT MAY NOT BE MODIFIED, AMENDED
OR SUPPLEMENTED EXCEPT BY AN AGREEMENT IN WRITING SIGNED BY EACH OF THE PARTIES
HERETO.
13.11.
THIRD PARTIES.
EXCEPT FOR THE HOLDERS OF THE NOTES WHO
SHALL BE THIRD PARTY BENEFICIARIES OF ARTICLE 2, NOTHING HEREIN EXPRESSED OR
IMPLIED IS INTENDED OR SHALL BE CONSTRUED TO CONFER UPON OR GIVE TO ANY PERSON
OTHER THAN THE PARTIES HERETO AND THEIR SUCCESSORS OR PERMITTED ASSIGNS, ANY
RIGHTS OR REMEDIES UNDER OR BY REASON OF THIS AGREEMENT.
13.12.
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE TRANSACTION
DOCUMENTS TOGETHER WITH THE SCHEDULES AND EXHIBITS HERETO AND THERETO, SHALL
CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY AND SHALL SUPERSEDE ALL PRIOR NEGOTIATIONS,
LETTERS OF INTENT, UNDERSTANDINGS AND AGREEMENTS. A DISCLOSURE OF ANY
INFORMATION IN A SCHEDULE ATTACHED HERETO, OR DELIVERY PURSUANT TO THE TERMS
HEREOF, SHALL BE CONSIDERED A DISCLOSURE OF SUCH INFORMATION IN ANY OTHER
SCHEDULES IN WHICH THE SAME INFORMATION MAY OTHERWISE BE REQUIRED TO BE INCLUDED
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
13.13.
OTHER INTERPRETIVE
MATTERS.
IN THIS AGREEMENT, UNLESS A
CLEAR CONTRARY INTENTION APPEARS:
(A) THE SINGULAR NUMBER INCLUDES THE PLURAL
NUMBER AND VICE VERSA; (B) REFERENCE TO ANY PERSON INCLUDES SUCH PERSON'S
SUCCESSORS AND ASSIGNS BUT ONLY IF SUCH SUCCESSORS AND ASSIGNS ARE PERMITTED BY
THIS AGREEMENT AND REFERENCE TO A PERSON IN A PARTICULAR CAPACITY EXCLUDES SUCH
PERSON IN ANY OTHER CAPACITY; (C) REFERENCE TO ANY GENDER INCLUDES EACH OTHER
GENDER; (D) REFERENCE TO ANY AGREEMENT (INCLUDING THIS AGREEMENT AND THE
SCHEDULES HERETO), DOCUMENT OR INSTRUMENT MEANS SUCH AGREEMENT, DOCUMENT OR
INSTRUMENT AS AMENDED OR MODIFIED AND IN EFFECT FROM TIME TO TIME IN ACCORDANCE
WITH THE TERMS THEREOF AND, IF APPLICABLE, THE TERMS HEREOF (AND WITHOUT GIVING
EFFECT TO ANY AMENDMENT OR MODIFICATION THAT WOULD NOT BE PERMITTED IN
ACCORDANCE WITH THE TERMS HEREOF); (E) REFERENCE TO ANY APPLICABLE LAW MEANS
SUCH APPLICABLE LAW AS AMENDED, MODIFIED, CODIFIED OR REENACTED, IN WHOLE OR IN
PART, AND IN EFFECT FROM TIME TO TIME, INCLUDING RULES AND REGULATIONS
PROMULGATED THEREUNDER AND REFERENCE TO ANY PARTICULAR PROVISION OF ANY
APPLICABLE LAW SHALL BE INTERPRETED TO INCLUDE ANY REVISION OF OR SUCCESSOR TO
THAT PROVISION REGARDLESS OF HOW NUMBERED OR CLASSIFIED; (F) REFERENCE TO ANY
ARTICLE OR SECTION MEANS SUCH ARTICLE OR SECTION HEREOF; (G) "HEREUNDER,"
"HEREOF," "HERETO" AND WORDS OF SIMILAR IMPORT SHALL BE DEEMED REFERENCES TO
THIS