THE SENIOR DEBT SHALL HAVE BEEN FULLY
PAID AND DISCHARGED AND ALL FINANCING ARRANGEMENTS BETWEEN THE BORROWERS AND THE
SENIOR CREDITORS PURSUANT TO THE CREDIT AGREEMENT HAVE BEEN TERMINATED, THE
JUNIOR CREDITOR SHALL BE SUBROGATED TO THE RIGHTS OF THE SENIOR CREDITORS TO
RECEIVE PAYMENTS OR DISTRIBUTION OF ASSETS OF THE BORROWERS MADE ON SUCH SENIOR
DEBT UNTIL THE PRINCIPAL OF AND PREMIUM, IF ANY, AND INTEREST ON (AND ANY OTHER
AMOUNTS DUE WITH RESPECT TO) THE SUBORDINATED DEBT SHALL BE PAID IN FULL.
FOR
THE PURPOSES OF SUCH SUBROGATION, NO PAYMENTS OR DISTRIBUTIONS TO THE SENIOR
CREDITORS OF ANY CASH, PROPERTY OR SECURITIES TO WHICH THE JUNIOR CREDITOR WOULD
BE ENTITLED EXCEPT FOR THESE PROVISIONS SHALL, AS BETWEEN THE BORROWERS, THEIR
CREDITORS OTHER THAN THE SENIOR CREDITORS, AND THE JUNIOR CREDITOR, BE DEEMED TO
BE A PAYMENT BY THE BORROWERS TO OR ON ACCOUNT OF SENIOR DEBT, IT BEING
UNDERSTOOD THAT THESE PROVISIONS IN THIS SECTION ARE USED, AND ARE INTENDED,
SOLELY FOR THE PURPOSE OF DEFINING THE RELATIVE RIGHTS OF THE JUNIOR CREDITOR,
ON THE ONE HAND, AND THE SENIOR CREDITORS, ON THE OTHER HAND.
SECTION 17.
NOTICES.
ALL COMMUNICATIONS AND NOTICES PROVIDED UNDER
THIS AGREEMENT TO ANY PARTY SHALL BE GIVEN IN WRITING BY MANUAL DELIVERY,
FACSIMILE TRANSMISSION, OVERNIGHT COURIER OR UNITED STATES FIRST CLASS MAIL TO
SUCH PARTY'S ADDRESS SHOWN ON THE SIGNATURE PAGE HEREOF, OR TO ANY PARTY AT SUCH
OTHER ADDRESS AS MAY BE DESIGNATED BY SUCH PARTY IN A NOTICE TO THE OTHER
PARTIES.
ALL PERIODS OF NOTICE SHALL BE MEASURED FROM THE DATE OF DELIVER
THEREOF IF MANUALLY DELIVERED, FROM THE DATE OF SENDING IF SENT BY FACSIMILE
TRANSMISSION, FROM THE FIRST BUSINESS DAY AFTER THE DATE OF SENDING IF SENT BY
OVERNIGHT COURIER, OR FROM FOUR DAYS AFTER THE DATE OF MAILING IF MAILED.
SECTION 18.
GOVERNING LAW AND CONSTRUCTION.
THE VALIDITY,
CONSTRUCTION AND ENFORCEABILITY OF THIS AGREEMENT SHALL BE GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF COLORADO, WITHOUT GIVING EFFECT TO CONFLICT OF
LAWS PRINCIPLES THEREOF.
8
SECTION 19.
CONSENT TO JURISDICTION.
AT THE OPTION OF THE SENIOR
CREDITORS, THIS AGREEMENT MAY BE ENFORCED IN ANY FEDERAL COURT OR COLORADO STATE
COURT SITTING IN FEDERAL OR STATE COURT IN THE CITY OR COUNTY OF DENVER,
COLORADO; AND THE JUNIOR CREDITOR CONSENTS TO THE JURISDICTION AND VENUE OF ANY
SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT.
IN THE EVENT THE JUNIOR CREDITOR COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR
VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE
RELATIONSHIP CREATED BY THIS AGREEMENT, THE SENIOR CREDITORS AT THEIR OPTION
SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND
VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER CANNOT BE ACCOMPLISHED UNDER
APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.
SECTION 20.
WAIVER OF JURY TRIAL.
EACH OF THE JUNIOR CREDITOR AND
EACH SENIOR CREDITOR BY ITS ACCEPTANCE HEREOF, IRREVOCABLY WAIVE ANY AND ALL
RIGHT