BUSINESS OR ANY
COLLATERAL.
13.7
SEVERABILITY.
THE INVALIDITY OR UNENFORCEABILITY
OF ANY PROVISION OF THIS CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL NOT
AFFECT THE REMAINING PORTIONS OF SUCH DOCUMENTS OR INSTRUMENTS; IN CASE OF SUCH
INVALIDITY OR UNENFORCEABILITY, SUCH DOCUMENTS OR INSTRUMENTS SHALL BE CONSTRUED
AS IF SUCH INVALID OR UNENFORCEABLE PROVISIONS HAD NOT BEEN INCLUDED THEREIN.
13.8
APPLICABLE LAW.
TO THE EXTENT NOT GOVERNED BY
FEDERAL LAW, THIS CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HERETO AND THERETO SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF COLORADO,
WITHOUT GIVING EFFECT TO ANY OTHERWISE APPLICABLE RULES CONCERNING CONFLICTS OF
LAW.
46
13.9
CAPTIONS.
THE CAPTIONS OR HEADINGS IN THIS
CREDIT AGREEMENT AND ANY TABLE OF CONTENTS HEREOF ARE FOR CONVENIENCE ONLY AND
IN NO WAY DEFINE, LIMIT OR DESCRIBE THE SCOPE OR INTENT OF ANY PROVISION OF THIS
CREDIT AGREEMENT.
13.10
COMPLETE AGREEMENT; AMENDMENTS.
THIS CREDIT
AGREEMENT, THE REVOLVING NOTE, AND THE OTHER LOAN DOCUMENTS ARE INTENDED BY THE
PARTIES HERETO TO BE A COMPLETE AND FINAL EXPRESSION OF THEIR AGREEMENT AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR OR CONTEMPORANEOUS ORAL
AGREEMENT.
LENDER AND BORROWER ACKNOWLEDGE AND AGREE THAT NO UNWRITTEN ORAL
AGREEMENT EXISTS BETWEEN THEM WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT.
THIS CREDIT AGREEMENT (TOGETHER WITH ALL EXHIBITS HERETO, WHICH ARE
INCORPORATED HEREIN BY THIS REFERENCE) AND THE OTHER LOAN DOCUMENTS REPRESENT
THE ENTIRE UNDERSTANDING OF LENDER AND BORROWER WITH RESPECT TO THE SUBJECT
MATTER HEREOF AND SHALL REPLACE AND SUPERSEDE ANY PREVIOUS AGREEMENTS OF THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
THIS CREDIT AGREEMENT MAY
NOT BE MODIFIED OR AMENDED UNLESS SUCH MODIFICATION OR AMENDMENT IS IN WRITING
AND IS SIGNED BY BORROWER AND LENDER.
BORROWER AGREES THAT IT SHALL REIMBURSE
LENDER FOR ALL REASONABLE FEES AND EXPENSES INCURRED BY LENDER IN RETAINING
OUTSIDE LEGAL COUNSEL IN CONNECTION WITH ANY AMENDMENT OR MODIFICATION TO THIS
CREDIT AGREEMENT REQUESTED BY BORROWER.
13.11
ADDITIONAL COSTS OF MAINTAINING LOAN.
BORROWER SHALL
PAY TO LENDER FROM TIME TO TIME SUCH AMOUNTS AS LENDER MAY DETERMINE TO BE
NECESSARY TO COMPENSATE LENDER FOR ANY INCREASE IN COSTS TO LENDER WHICH LENDER
DETERMINES ARE ATTRIBUTABLE TO LENDER'S MAKING OR MAINTAINING A REVOLVING
ADVANCE HEREUNDER OR ITS OBLIGATION TO MAKE SUCH REVOLVING ADVANCE, OR ANY
REDUCTION IN ANY AMOUNT RECEIVABLE BY LENDER UNDER THIS CREDIT AGREEMENT OR THE
REVOLVING NOTE IN RESPECT TO SUCH REVOLVING ADVANCE OR SUCH OBLIGATION (SUCH
INCREASES IN COSTS AND REDUCTIONS IN AMOUNTS RECEIVABLE BEING HEREIN CALLED
"ADDITIONAL COSTS"), RESULTING FROM ANY CHANGE AFTER THE DATE OF THIS CREDIT
AGREEMENT IN UNITED STATES FEDERAL, STATE, MUNICIPAL LAWS OR REGULATIONS
(INCLUDING REGULATION D OF THE FEDERAL RESERVE BOARD), OR THE ADOPTION OR MAKING
AFTER SUCH DATE OF ANY INTERPRETATIONS, DIRECTIVES, OR REQUIREMENTS APPLYING TO
A CLASS OF BANKS INCLUDING LENDER OF OR UNDER ANY UNITED STATES FEDERAL, STATE,
MUNICIPAL LAWS OR REGULATIONS (WHETHER OR NOT