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<br />;~':..~~.: :~;:<~;,.~~:.:.;.-. - <br /> <br />entitled to take pursuant to the relevant agreement or instrwnent or applicable laws or <br />which otherwise violate applicable laws, (iv) regarding the rights or remedies available to <br />any party insofar as such party may take discretionary action which is arbitrary, <br />unreasonable or capricious, or is not taken in good faith or in a commercially reasonable <br />manner, whether or not such action is permitted under the Loan Documents, (v) relating to <br />the strict enforcement of certain covenants in debt instrwnents absent a showing of <br />damage to a lender, impairment of the value of collateral or impairment of a borrower's <br />ability to pay (such covenants may include, without limitation, covenants not to convey, <br />further encumber or otherwise transfer the property securing such debt, covenants to <br />comply with legal requirements or insurance requirements, covenants to comply with <br />permits, licenses or other authorizations, covenants against liens or encumbrances, <br />covenants to maintain and repair, covenants with respect to alterations and additions, <br />covenants to provide reports or notices, provisions relating to the application of insurance <br />or condemnation proceeds without regard to impairment of the lender's collateral, and <br />covenants relating to the rights or remedies of lessor under a lease which may constitute <br />collateral for a loan), and (vi) relating to the strict enforcement of certain covenants in <br />contracts absent a showing of damage to the other party. In certain cases the rights and <br />remedies under the Loan Documents with respect to self-help or taking possession of <br />property without notice or judicial proceeding may be qualified by the Constitution and <br />laws of the State of Colorado or the United States of America dealing with the <br />constitutionality and enforceability of the rights and remedies of secured parties, including <br />without limitation holdings of court's dealing with the enforceability of certain statutory or <br />contractual rights or remedies of secured parties to the effect that any prejudgment remedy <br />may be invalid unless taken after a formal hearing at which the debtor may be heard. <br /> <br />D. I express no opinion with respect to the legality, validity, binding nature or enforceability <br />of any provision of the Loan Documents which provide that the Lender's rights or <br />remedies are not exclusive, that every right or remedy is cumulative and may be exercised <br />in addition to any other right or remedy, that the election of some particular remedy does <br />not preclude recourse to one or more others or that failure to exercise or delay in <br />exercising rights or remedies will not operate as a waiver of any such right or remedy. <br /> <br />E. I express no opinion with respect to the ownership, location, existence or non-existence of <br />any personal property collateral. <br /> <br />F. I express no opinion as to the legality, validity, binding nature or enforceability of any <br />provision in the Loan Documents that may be deemed to permit the Lender or any other <br />person to sell or otherwise dispose of any personal property collateral except in <br />compliance wi~ the laws of Colorado and other applicable local laws. Without limitation, <br />I express no opinion with respect to any provision to the extent that it authorizes the <br />Lender to purchase collateral at a private sale, if such collateral is neither customarily sold <br />in a recognized market nor the subject of widely or regularly distributed standard price <br />quotations. <br />