C150086 Contract

• Contract/PO #: C150086
• Contractor Name: Glenwood Irrigation Company, The
• Contract Type: Loan
• Water District: 40
• County: Garfield
• Bill Number: SPL
• Loan Projects - Doc Type: Contract Documents

LEAVENWORTH & KARP, P.C.

Colorado Water Conservation Board
Department of Natural Resources
Page 4
March 20,2002

agreement of the parties, and that there are no documents, agreements or
understandings among the parties to the Loan Documents that are inconsistent with
or modify the Loan Documents in a manner that would affect the opinions rendered
herein; and

5, We have assumed that the proceeds of the Loan will be disbursed to or on the
instruction of Borrower and that such proceeds will be used exclusively for
business purposes; and

6, The enforceability of certain remedies, waivers and other provisions of the Loan
Documents is subject to (i) the effect of applicable state or federal bankruptcy,
insolvency, conservatorship, receivership, seizure, liquidation, reorganization,
moratorium, fraudulent conveyance or transfer, forfeiture, or similar laws, now or
hereafter in effect, or similar laws affecting the .rights of creditors generally; and
(ii) the effect of principles of equity, including without limitation, concepts of
unconscionability, specific performance, injunctive relief, appointment of a
receiver and other equitable remedies, and the discretion of the court before which
proceedings may be brought to enforce or interpret the Loan Documents; and

7, Certain remedies, waivers and other provisions of the Loan Documents may not
be enforceable, but subject to the qualifications set forth in the foregoing paragraph
(i) such unenforceability will not preclude (a) the enforcement of the obligation of
the Borrower to pay the principal, interest and prepayment premium, if any, as
provided in the Note, and (b) the foreclosure of the Deed of Trust upon the event
of a material breach; and

8, We express no opinion about the Beneficiary's ability, absent a showing of material
impairment to the Beneficiary's security, to enforce remedies in the Loan
Documents based on a further encumbrance of the Property, lease of the Property ,
transfers of beneficial interests in Borrower or any owner of any beneficial interest
therein or in the Property;

9, We express no opinion with respect to (i) the legal or other descriptions of the
Property; (ii) the existence, title to or condition of any real or personal property
described in any of the Loan Documents; or (iii) the priority of the lien or security
interest of the Loan Documents, We express no opinion about the perfection of
any lien or security interest not covered by Article 9 of the Uniform Commercial
Code; and

10, We except from all opinions and express no opinion as to the applicability to, or
affect on the Loan Documents, or the transactions contemplated therein, of federal

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