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<br />,. J.. v v J.. 'I. J I nil! <br /> <br />LLMV[I~~V~ln & ~AKr <br /> <br />NU. JIL <br /> <br />~, ? <br /> <br />LEAVENWORTH & KARP, P,C. <br /> <br />Colorado Water Conservation Board <br />Department of Natural Resources <br />Page 4 <br />November 2, 2002 <br /> <br />understandings among the parties to the Loan Documents that are inconsistent with <br />or modifY the Loan Documents in a manner that would affect the opinions rendered <br />herein; and <br /> <br />5. We have assumed that the proceeds of the Loan will be disbursed to or on the <br />instruction of Borrower and that such proceeds will be used exclusively for business <br />PUIposes; and <br /> <br />6. The enforceability of certain remedies, waivers and other provisions of the Loan <br />Documents is subject to (i) the effect of applicable state or federal bankruptcy, <br />insolvency, conservatorship, receivership, seizure, liquidation, reorganization, <br />moratorium, fraudulent conveyance or transfer, forfeiture, or similar laws, now or <br />hereafter in effect, or similar laws affecting the rights of creditors generally; and (ii) <br />the effect of principles of equity, including without limitation, concepts of <br />unconscionability, specific perfozmance, injunctive relief, appointment of a receiver <br />and other equitable remedies, and the discretion of the court before which <br />proceedings may be brought to enforce or interpret the Loan Documents; and <br /> <br />7. Certain remedies, waivers and other provisions of the Loan Documents may not be <br />enforceable, but subject to the qualifications set forth in the foregoing paragraph (i) <br />such \lJ1enforceability will not preclude (a) the enforcement of the obligation of the <br />Borrower to pay the principal, interest and prepayment premium, if any, as provided <br />in the Note, and (b) the foreclosure of the Deed of Trust upon the event of a material <br />breach; and <br /> <br />8. We express no opinion about the Beneficiary's ability, absent a showing of material <br />impairment to the Beneficiary's security, to enforce remedies in the Loan Documents <br />based on a further encumbrance of the Property, lease of the Property, transfers of <br />beneficial interests in Borrower or any owner of any beneficial interest therein or in <br />the Properly; <br /> <br />9 . We express no opinion with respect to (i) the legal or other descriptions of the <br />Property; (ii) the exis1:ence, title to or condition of any real or personal property <br />described in any of the Loan Documents; or (ill) the priority of the lien or security <br />interest of the Loan Documents. We express no opinion about the perfection of any <br />lien or security interest not covered by Article 9 of the Uniform Commercial Code; <br />and <br /> <br />10. We except from all opinions and express no opinion as to the applicability to, or <br />affect on the Loan Documents, or the transactions contemplated therein. of federal <br />or state laws concerning trust business or trustees, securities laws, debenture laws, <br />debenture company laws, or banking laws. Further, we except from all opinions and <br /> <br />I:~OO~\CIiCIlt8\GIC\G~beraN...!llUlr:s\Op;niOIl Lcnct:2.~ <br />