THUS COMPREHENDS, AMONG OTHERS, MATTERS OF
TURN-OVER, AUTOMATIC STAY, AVOIDING POWERS, FRAUDULENT TRANSFER, PREFERENCE,
DISCHARGE, CONVERSION OF A NON-RECOURSE OBLIGATION INTO A RECOURSE CLAIM,
LIMITATIONS ON IPSO FACTO AND ANTI-ASSIGNMENT CLAUSES AND THE COVERAGE OF
PRE-PETITION SECURITY AGREEMENTS APPLICABLE TO PROPERTY ACQUIRED AFTER A
PETITION IS FILED;
14.2.ALL OTHER FEDERAL AND STATE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
RECEIVERSHIP, MORATORIUM, ARRANGEMENT AND ASSIGNMENT FOR THE BENEFIT OF
CREDITORS LAWS THAT AFFECT THE RIGHTS OF CREDITORS GENERALLY OR THAT HAVE
REFERENCE TO OR AFFECT ONLY CREDITORS OF SPECIFIC TYPES OF DEBTORS;
14.3.STATE FRAUDULENT TRANSFER AND CONVEYANCE LAWS; AND
14.4.JUDICIALLY DEVELOPED DOCTRINES IN THIS AREA, SUCH AS SUBSTANTIVE
CONSOLIDATION OF ENTITIES AND EQUITABLE SUBORDINATION.
ARTICLE XVEQUITABLE PRINCIPLES LIMITATION.
EACH OF OUR OPINIONS IS SUBJECT TO
THE EFFECT OF GENERAL PRINCIPLES OF EQUITY, WHETHER APPLIED BY A COURT OF LAW OR
EQUITY.
THIS LIMITATION INCLUDES PRINCIPLES:
15.1.GOVERNING THE AVAILABILITY OF SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR
OTHER EQUITABLE REMEDIES, WHICH GENERALLY PLACE THE AWARD OF SUCH REMEDIES,
SUBJECT TO CERTAIN GUIDELINES, IN THE DISCRETION OF THE COURT TO WHICH
APPLICATION FOR SUCH RELIEF IS MADE;
15.2.AFFORDING EQUITABLE DEFENSES (E.G., WAIVER, LACHES AND ESTOPPEL) AGAINST A
PARTY SEEKING ENFORCEMENT;
15.3.REQUIRING GOOD FAITH AND FAIR DEALING IN THE PERFORMANCE AND ENFORCEMENT OF
A CONTRACT BY THE PARTY SEEKING ITS ENFORCEMENT;
15.4.REQUIRING REASONABLENESS IN THE PERFORMANCE AND ENFORCEMENT OF AN AGREEMENT
BY THE PARTY SEEKING ENFORCEMENT OF THE CONTRACT;
15.5.REQUIRING CONSIDERATION OF THE MATERIALITY OF (I) A BREACH AND (II) THE
CONSEQUENCES OF THE BREACH TO THE PARTY SEEKING ENFORCEMENT;
15.6.REQUIRING CONSIDERATION OF THE IMPRACTICABILITY OR IMPOSSIBILITY OF
PERFORMANCE AT THE TIME OF ATTEMPTED ENFORCEMENT; AND
15.7.AFFORDING DEFENSES BASED UPON THE UNCONSCIONABILITY OF THE ENFORCING
PARTY'S CONDUCT AFTER THE PARTIES HAVE ENTERED INTO THE CONTRACT.
ARTICLE XVIOTHER COMMON QUALIFICATIONS.
EACH OF OUR OPINIONS IS SUBJECT TO THE
EFFECT OF RULES OF LAW THAT:
16.1.LIMIT OR AFFECT THE ENFORCEMENT OF PROVISIONS OF A CONTRACT THAT PURPORT TO
WAIVE, OR TO REQUIRE WAIVER OF, THE OBLIGATIONS OF GOOD FAITH, FAIR DEALING,
DILIGENCE AND REASONABLENESS;
16.2.PROVIDE THAT FORUM SELECTION CLAUSES IN CONTRACTS ARE NOT NECESSARILY
BINDING ON THE COURT(S) IN THE FORUM SELECTED;
16.3.LIMIT THE AVAILABILITY OF A REMEDY UNDER CERTAIN CIRCUMSTANCES WHERE
ANOTHER REMEDY HAS BEEN ELECTED;
16.4.PROVIDE A TIME LIMITATION AFTER WHICH A REMEDY MAY NOT BE ENFORCED;
16.5.LIMIT THE RIGHT OF A CREDITOR TO USE FORCE OR CAUSE A BREACH OF THE PEACE
IN ENFORCING RIGHTS;
16.6.RELATE TO THE SALE OR DISPOSITION OF COLLATERAL OR THE REQUIREMENTS OF A
COMMERCIALLY REASONABLE SALE;
16.7.LIMIT THE ENFORCEABILITY OF PROVISIONS RELEASING, EXCULPATING OR EXEMPTING
A PARTY FROM, OR REQUIRING INDEMNIFICATION OF A PARTY FOR, LIABILITY FOR ITS OWN
ACTION OR INACTION, TO THE EXTENT THE ACTION OR INACTION INVOLVES NEGLIGENCE,
RECKLESSNESS, WILLFUL MISCONDUCT, UNLAWFUL CONDUCT, VIOLATION OF PUBLIC POLICY
OR LITIGATION AGAINST ANOTHER PARTY DETERMINED ADVERSELY TO SUCH PARTY;
16.8.MAY, WHERE LESS THAN ALL OF A CONTRACT MAY BE UNENFORCEABLE, LIMIT THE
ENFORCEABILITY OF THE BALANCE OF THE CONTRACT TO CIRCUMSTANCES IN WHICH THE
UNENFORCEABLE PORTION IS NOT AN ESSENTIAL PART OF