RIGHTS IN SUCH PERSON'S ASSETS
MAY BE LIMITED AS PROVIDED IN SECTION 9-401 OF THE NEW YORK UCC;
(VI)
THE RIGHTS OF DEBTORS, GUARANTORS AND OTHER
SECURED PARTIES TO RECEIVE NOTICES UNDER SECTION 9-611 OF THE NEW YORK UCC AND
CERTAIN OTHER RIGHTS OF THE DEBTOR AS SPECIFIED IN SECTION 9-602 OF THE NEW YORK
UCC MAY NOT BE VARIED OR WAIVED, SUBJECT TO SECTION 9-624 OF THE NEW YORK UCC;
AND
(VII)
WE EXPRESS NO OPINION AS TO WHETHER THE CHOICE
OF LAW PROVISIONS OF THE LOAN DOCUMENTS WOULD BE ENFORCED BY ANY COURT OTHER
THAN A COURT OF THE STATE OF NEW YORK; AND
(VIII)
NOTWITHSTANDING ANY LANGUAGE OF THE LOAN DOCUMENTS
TO THE CONTRARY, THE AGENT AND LENDERS MAY BE LIMITED TO RECOVERY OF ONLY
REASONABLE EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES
AND LEGAL EXPENSES, WITH RESPECT TO THE RETAKING, HOLDING, PREPARING FOR SALE,
SELLING, PLEDGING, HYPOTHECATING OR OTHERWISE TRANSFERRING COLLATERAL.
(E)
OUR OPINIONS IN PARAGRAPH 10, ABOVE,
INSOFAR AS THEY RELATE TO THE ENFORCEABILITY OF INDEMNIFICATION PROVISIONS SET
FORTH IN THE LOAN DOCUMENTS, ARE SUBJECT TO THE EFFECT OF FEDERAL AND STATE
SECURITIES LAWS AND PUBLIC POLICY RELATING THERETO.
IN ADDITION, CERTAIN CASES
IN THE FEDERAL DISTRICT COURTS HAVE CALLED INTO QUESTION THE ENFORCEABILITY OF
PRIVATE CONTRACTUAL AGREEMENTS ALLOCATING FINANCIAL RESPONSIBILITY UNDER THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980
("CERCLA") AS BETWEEN PARTIES WHO ARE POTENTIALLY RESPONSIBLE PARTIES UNDER
CERCLA, AND THE REASONING IN SUCH CASES COULD BE UTILIZED BY PARTIES ATTEMPTING
TO AVOID INDEMNITY LIABILITY UNDER BOTH CERCLA AND STATE ENVIRONMENTAL STATUTES
WHICH MAY CONTAIN SIMILAR LANGUAGE RESPECTING INDEMNITY AGREEMENTS.
(F)
OUR OPINIONS IN PARAGRAPHS 12-26, ABOVE,
AS TO PERFECTION OF THE SECURITY INTEREST OF THE AGENT IN THE COLLATERAL AND THE
CURATIVE PLEDGED ASSETS (COLLECTIVELY, THE "PLEDGED COLLATERAL") ARE FURTHER
SUBJECT TO THE FOLLOWING ADDITIONAL QUALIFICATIONS:
21
(I)
WE EXPRESS NO OPINION AS TO PLEDGED
COLLATERAL WHICH CONSISTS OF OR WILL CONSIST OF CONSUMER GOODS OR ACCOUNTS
RESULTING FROM THE SALE THEREOF, BENEFICIAL INTERESTS IN A TRUST OR DECEDENT'S
ESTATE, DEPOSIT ACCOUNTS, COMMERCIAL TORT CLAIMS, LETTERS OF CREDIT OR LETTER OF
CREDIT RIGHTS, GOODS SUBJECT TO CERTIFICATES OF TITLE (INCLUDING, WITHOUT
LIMITATION, MOTOR VEHICLES), FIXTURES, EQUIPMENT TO BE USED IN FARMING
OPERATIONS, FARM PRODUCTS, AGRICULTURAL OR FARM PROPERTY, ACCOUNTS OR GENERAL
INTANGIBLES ARISING FROM OR RELATING TO THE SALE OF FARM PRODUCTS, CROPS,
TIMBER, MINERALS, OIL, GAS OR THE LIKE, OR ITEMS WHICH ARE SUBJECT TO A STATUTE
OR TREATY OF THE UNITED STATES WHICH PROVIDES FOR A NATIONAL OR INTERNATIONAL
CERTIFICATE OF TITLE FOR THE PERFECTION OF A SECURITY INTEREST THEREIN OR WHICH
SPECIFIES A PLACE OF FILING DIFFERENT FROM THAT SPECIFIED IN THE NEW YORK UCC,
THE MINNESOTA UCC, THE DELAWARE UCC, THE TENNESSEE UCC, THE CALIFORNIA UCC OR
THE TEXAS UCC FOR FILING TO PERFECT SUCH SECURITY INTEREST, OR IN THE CASE OF
THE SALE OF ANY OF THE FOREGOING, ACCOUNTS, PROMISSORY NOTES OR GENERAL
INTANGIBLES ARISING WITH RESPECT THERETO;
(II)
WE EXPRESS NO OPINION AS