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other action by such Persons on behalf of the Partnership, and shall survive the bankruptcy, death, <br /> incompetence,or dissolution of any Persons hereby giving such power and the transfer or assignment <br /> of all or any part of the Partnership Interests of such Persons; provided, however, that in the event <br /> of the transfer by a Limited Partner of all or any part of its Partnership Interest,the foregoing power <br /> of attorney or an assignor Limited Partner shall survive such transfer only until such time,if any,as <br /> the transferee shall have been admitted to the Partnership as a substitute Limited Partner and all <br /> required documents and instruments shall have been duly executed to effect such substitution. <br /> 12. Dispute Resolution. <br /> Prior to filing litigation or requesting a party to submit to binding arbitration, and except as <br /> otherwise specified in this Agreement,all Partners agree to mediate any dispute or disagreement with <br /> respect to this Agreement(a "Dispute") in accordance with the procedure outlined in this Section, <br /> including, without limitation, a dispute between General Partners (if more than one). When any <br /> party determines that an unresolved Dispute exists, such party shall give the other party a written <br /> notice to mediate("Notice to Mediate")such unresolved Dispute. The mediation shall be conducted <br /> by a mediator mutually agreeable to the parties. In the event the parties are unable to agree upon a <br /> mediator within ten(10)days receipt of a Notice to Mediate,the mediator shall be designated by the <br /> senior judge of the District Court for the Larimer County,Colorado. Any mediation shall take place <br /> in Larimer County, Colorado. The costs and expenses of mediation shall be shared equally by the <br /> parties. In the event the parties are unable to resolve the Dispute through mediation,the parties may <br /> resolve the Dispute through litigation or binding arbitration. Nothing herein shall be deemed to <br /> require either party to participate in binding arbitration. In no event shall any determination or <br /> recommendation of the mediator as to the rights or obligations of any party with respect to a Dispute <br /> be binding upon the parties or be admissible in any subsequent litigation or binding arbitration <br /> proceeding. <br /> . 13. Notices and Addresses. <br /> 13.1 Manner of Notice. All notices or other communications given or made under this <br /> Agreement shall be in writing,and shall either be personally delivered or shall be deposited in the <br /> United States Mail for overnight delivery,postage prepaid,registered or certified mail,return receipt <br /> requested, and addressed to the Partner(s) to whom it is directed, at the address(es) maintained by <br /> the Partnership for such Partner(s), or at such other address as any such Partner may specify in a <br /> notice to the Partnership and the other Partners. <br /> 13.2 Time of Notice. A notice given by mail in accordance with Section 13.I shall be <br /> deemed to have been given and received on the date that is two days after the date of mailing. <br /> 25 <br /> 462364.9 1/2/02 <br />