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• i <br /> d. If the Loan Contract is entered into by the CWCB and upon the proper filing of all of the <br /> instruments necessary pursuant to the Loan Contract to perfect the CWCB's priority <br /> security interests in the pledged assets, the Loan Contract will be valid and binding against <br /> the BORROWER. <br /> This opinion is limited to the matters expressly stated herein. The Noteholder's consent <br /> required to subordinate their security interest in certain of the collateral been used to secure <br /> repayment of the loan pursuant to the terms of the Loan Contract will not be effective until the <br /> actual filing of the CWCB deed of trust and security agreements and confirmation by the <br /> Borrower's trustee responsible for protecting the interests of the Noteholders, that the <br /> Noteholder's are subordinated in priority only to CWCB's priority security interest. <br /> Sincerely, <br /> 5( <br /> Davidson& Shear, LLC <br /> RVD <br /> Cc: Board of Directors,Two Rivers Water Company <br />