APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, FRAUDULENT CONVEYANCE, MORATORIUM AND SIMILAR LAWS AFFECTING
CREDITORS' RIGHTS GENERALLY (INCLUDING THE POSSIBLE JUDICIAL APPLICATION OF
FOREIGN LAWS OR GOVERNMENTAL ACTION AFFECTING THE RIGHTS OF CREDITORS
GENERALLY), (II) THE EFFECT OF GENERAL PRINCIPLES OF EQUITY, INCLUDING BUT NOT
LIMITED TO CONCEPTS OF MATERIALITY, REASONABLENESS, GOOD FAITH AND FAIR DEALING
(REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW), AND
(III) LIMITATIONS IMPOSED BY PUBLIC POLICY UNDER CERTAIN CIRCUMSTANCES,
INCLUDING ON THE ENFORCEABILITY OF PROVISIONS INDEMNIFYING A PARTY AGAINST ITS
OWN WRONGFUL OR NEGLIGENT ACTS.
B.
WE EXPRESS NO OPINION AS TO THE EFFECT OF
(I) THE COMPLIANCE OR NONCOMPLIANCE OF THE ADMINISTRATIVE AGENT OR ANY LENDER
WITH ANY STATE OR FEDERAL LAWS OR REGULATIONS APPLICABLE TO THE ADMINISTRATIVE
AGENT OR ANY LENDER BECAUSE OF THE ADMINISTRATIVE AGENT'S OR ANY LENDER'S LEGAL
OR REGULATORY STATUS OR THE NATURE OF THE ADMINISTRATIVE AGENT'S OR ANY LENDER'S
BUSINESS OR (II) THE FAILURE OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BE
AUTHORIZED TO CONDUCT BUSINESS IN ANY JURISDICTION.
C.
THE ENFORCEABILITY OF PROVISIONS IN THE
CREDIT DOCUMENTS TO THE EFFECT THAT TERMS MAY NOT BE WAIVED OR MODIFIED EXCEPT
IN WRITING MAY BE LIMITED UNDER CERTAIN CIRCUMSTANCES.
D.
WE EXPRESS NO OPINION AS TO (I) THE EFFECT
OF THE LAWS OF ANY JURISDICTION IN WHICH ANY LENDER IS LOCATED (OTHER THAN THE
STATES OF ILLINOIS AND NEW YORK) THAT LIMIT THE INTEREST, FEES OR OTHER CHARGES
SUCH LENDER MAY IMPOSE, (II) THE LAST SENTENCE OF SECTION 2.19(D) OF THE CREDIT
AGREEMENT, (III) SECTION 10.08 OF THE CREDIT AGREEMENT, (IV) THE FIRST SENTENCE
OF SECTION 10.09(B) OF THE CREDIT AGREEMENT, INSOFAR AS SUCH SENTENCE RELATES TO
THE SUBJECT MATTER JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK TO ADJUDICATE ANY CONTROVERSY RELATED TO THE
CREDIT AGREEMENT, (V) ANY PROVISIONS PURSUANT TO WHICH A DOMESTIC OBLIGOR
CONSENTS TO THE SERVICE OF PROCESS BY MEANS PRESCRIBED IN THE CREDIT AGREEMENT,
(VI) THE FIRST SENTENCE OF SECTION 10.10 OF THE CREDIT AGREEMENT,
(VII) SECTION 10.11 OF THE CREDIT AGREEMENT AND (VIII) THE FEDERAL SECURITIES
LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE SECURITIES OR BLUE SKY LAWS.
E.
WE WISH TO POINT OUT WITH REFERENCE TO
OBLIGATIONS STATED TO BE PAYABLE IN A CURRENCY OTHER THAN DOLLARS THAT (I) A NEW
YORK STATUTE PROVIDES THAT A JUDGMENT RENDERED BY A COURT OF THE STATE OF NEW
YORK IN RESPECT OF AN OBLIGATION DENOMINATED IN SUCH OTHER CURRENCY WOULD BE
RENDERED IN SUCH OTHER CURRENCY AND WOULD BE CONVERTED INTO DOLLARS AT THE RATE
OF EXCHANGE PREVAILING ON THE DATE OF ENTRY OF THE JUDGMENT AND (II) A JUDGMENT
RENDERED BY A FEDERAL COURT SITTING IN THE STATE OF NEW YORK IN RESPECT OF AN
OBLIGATION DENOMINATED IN SUCH OTHER CURRENCY MAY BE EXPRESSED IN DOLLARS, BUT
WE EXPRESS NO OPINION AS TO THE RATE OF EXCHANGE SUCH FEDERAL COURT WOULD APPLY.
4
Opinion of Counsel to the Obligors
With respect to