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201803263 8. Expenses. As a condition precedent to the agreements contained herein, Borrower shall pay all out -of- pocket costs and expenses incurred by Lender in connection with this Agreement, including, without limitation, title charges, attorneys' fees and expenses. 9. No Waiver of Defaults. Lender hereby expressly reserves the right to declare defaults or Events of Default with respect to the Loan Documents and to take such action as Lender may be entitled to under the Loan Documents or under applicable law, and the execution of this Agreement shall not be deemed a waiver by Lender of any existing defaults or Events of Default. No delay on the part of Lender in exercising any right or remedy under the Loan Documents or failure to exercise the same shall operate as a waiver in whole or in part of any such right or remedy. 10. Release. Borrower fully, finally, and forever releases and discharges Lender and its successors, assigns, directors, officers, employees, agents, and representatives from any and all actions, causes of action, claims, debts, demands, liabilities, obligations, and suits, of whatever kind or nature, in law or equity, whether now known or unknown to Borrower: (i) in respect of the Letter of Credit, the Loan Documents, or the actions or omissions of Lender in respect of the Letter of Credit or the Loan Documents, and (ii) arising from events occurring prior to or contemporaneously with the date hereof. 11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 12. Entire Agreement. Borrower and Lender each acknowledges that there are no other understandings, agreements or representations, either oral or written, express or implied, that are not embodied in the Loan Documents and this Agreement, which collectively represent a complete integration of all prior and contemporaneous agreements and understandings of Borrower and Lender; and that all such prior understandings, agreements and representations are hereby modified as set forth in this Agreement. Except as expressly modified hereby, the terms of the Loan Documents are and remain unmodified and in full force and effect. 13. Borrower Not a Joint Venturer or Partner with Lender. Notwithstanding the execution of this Agreement by Lender, the same shall not be deemed to constitute Lender a venturer or partner of or in any way associated with Borrower nor shall privity of contract be presumed to have been established with any third party. 14. Successors and Assigns. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors, substitutes and assigns. 15. Headings and Gender. Any references to the "Loan Documents" contained in any of the Loan Documents shall be deemed to refer to the Loan Documents, as amended hereby. The paragraph and section headings used herein are for convenience only and shall not limit the substantive provisions hereof. All words herein which are expressed in the neuter gender shall be deemed to include the masculine, feminine and neuter genders. Any word herein which is expressed in the singular or plural shall be deemed, whenever appropriate in the context, to include the plural and the singular. 4833 -1883- 6326.3 103736 \000096 4