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aspect of any matter not governed by the laws of the State of Colorado and the <br /> United States of America. <br /> 2. Enforceability of the Loan Amendment may be limited by bankruptcy. <br /> insolvency, reorganization, moratorium, or similar federal or state laws or <br /> judicial decisions of general application relating to the rights of creditors. <br /> including, without limitation, laws granting rights and powers which do not have <br /> substantially the same effect as rights which the Borrower or any actual creditor <br /> of the Borrower is entitled to assert, absent such laws; by general principles of <br /> equity, including the defenses of unconscionability, ambiguity, and economic <br /> duress, whether asserted in equitable or legal proceedings; by the laws <br /> concerning transfer in contemplation of insolvency to preferred creditors; by laws <br /> concerning fraudulent conveyances; by laws concerning unfair practices; by the <br /> rules of law governing appointment of receivers, injunctive relief and other <br /> equitable remedies and by certain other limitations under laws and judicial <br /> decisions which may be imposed upon the availability and enforceability of <br /> certain remedies or the exercise of certain rights, including, without limitation, <br /> reasonable notice of sale, remedies of specific performance or enforcement and <br /> self-help, waivers or elimination of rights such as statutory rights of redemption <br /> and cure, or jury trial and service of process, separation or aggregation of <br />• property and foreclosure or enforced sale, application of sale or judgment <br /> proceeds, and multiplicity and consistency of remedies. <br /> 3. We express no opinion and do not purport to opine with respect to the ownership <br /> and title of the Borrower to the security for the Loan Amendment or with respect <br /> to the priority, perfection, or rank of the liens or security interests in said security. <br /> 4. We express no opinion and do not purport to opine with respect to Borrower's <br /> ability to perform the financial obligations set forth in the Loan Amendment. <br /> 5. With respect to the opinions as to the status of the Borrower, we have relied <br /> solely on the records of actions taken by the Borrower which have been provided <br /> to us. <br /> 6. We do not opine as to whether the descriptions of the security for the Loan <br /> Amendment are accurate. <br /> Neither the original or any copies of this opinion may be distributed, disclosed, quoted. <br /> excerpted or delivered to any other person or entity without the prior written consent of the <br /> undersigned, other than (i) to CWCB, (ii) to CWCB's successors and assigns, including any <br /> prospective purchaser of, or participant in, the Loan, (iii) to your independent auditors and <br /> attorneys, (iv) to any state or Federal authority, (v) pursuant to an order or legal process of any <br /> court or government agency, and (vi) inclusion in the final closing transcript. <br />