ALP 15

Page 9
2.4.4 Effect of Funding Agreement. The parties recognize and agree that this
agreement is made pursuant to and in reference to the Funding Agreement, and is subject to its terms.
In case of any conflict between the terms of this Agreement and the Funding Agreement, the
Funding Agreement shall control.
2.4.5 Authorization. The individuals executing this Agreement on behalf of their
respective entities are authorized by those entities to execute this Agreement and, by their signatures,
certify that all steps or actions required to insure such authorization have been taken.
2.4.6 Entire Agreement. This Agreement constitutes the entire understanding and
agreement of the parties as to the subject matter hereof, and there are no further or other agreements
or understandings, written or oral, in effect between the parties relating to its subject matter unless
expressly set forth in this Agreement.
2.4.7 Amendment. Modification of this Agreement by the parties may be made only
by a writing duly authorized and executed by the Authority and the Purchaser.
2.4.8 Recording. Upon approval by the United States, this Agreement shall be
recorded in the records of La Plata County, Colorado.
2.4.9 No Waiver. No term or condition of this Agreement shall be deemed to have
been waived, nor shall there by an estoppel against the enforcement of any provision of this
Agreement, except by a signed written instrument of the party charged with such waiver or estoppel.
No such written waiver shall be deemed a continuing waiver unless specifically stated as such in its
terms. Each such waiver shall operate only as to the specific term or condition waived, and shall not
constitute a waiver of such term or condition for the future as to any act other than that specifically
waived.
2.4. 10 Assignment. Neither party may assign this Agreement or the rights, benefits,
burdens or obligations hereunder to any other person or entity, unless such assignment is of the
entirety of this Agreement, and is made with the prior written approval of the other party, whose
approval may be granted or withheld by such party in its sole and absolute discretion. Any assignee
under an assignment approved by both parties shall assume in writing all obligations and burdens
imposed by this Agreement upon the assigning party. Any purported assignments not approved in
advance in writing by the non - assigning party shall be void.
2.4.11 No Merger. The rights and obligations of the parties hereunder shall not be
merged into any deeds of conveyance, and shall be fully enforceable until such time as any and all
terms and conditions of this Agreement are completely fulfilled.
2.4.12 Third Party Beneficiaries. There are no third party beneficiaries of this
Agreement, and the parties hereto state and agree that they do not intend that any other person or
entity shall have any interest in or rights or duties under this Agreement.