REQUIREMENTS OF A
COMMERCIALLY REASONABLE SALE;
71.7.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;
71.8.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 THE AGREED EXCHANGE;
71.9.GOVERN AND AFFORD JUDICIAL DISCRETION REGARDING THE DETERMINATION OF
DAMAGES AND ENTITLEMENT TO ATTORNEYS' FEES AND OTHER COSTS; OR
71.10.MAY PERMIT A PARTY THAT HAS MATERIALLY FAILED TO RENDER OR OFFER
PERFORMANCE REQUIRED BY THE CONTRACT TO CURE THAT FAILURE UNLESS (I) PERMITTING
A CURE WOULD UNREASONABLY HINDER THE AGGRIEVED PARTY FROM MAKING SUBSTITUTE
ARRANGEMENTS FOR PERFORMANCE, OR (II) IT WAS IMPORTANT IN THE CIRCUMSTANCES TO
THE AGGRIEVED PARTY THAT PERFORMANCE OCCUR BY THE DATE STATED IN THE CONTRACT.
ARTICLE LXXIIREFERENCED PROVISION QUALIFICATION.
IN ADDITION, OUR OPINIONS,
INSOFAR AS THEY RELATE TO THE VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF A
PROVISION IN THE PURCHASE AGREEMENT REQUIRING A PARTY TO PERFORM ITS OBLIGATIONS
UNDER, OR TO CAUSE ANY OTHER PERSON TO PERFORM ITS OBLIGATIONS
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UNDER, ANY PROVISION (A "REFERENCED PROVISION") OF THE PURCHASE AGREEMENT OR
STATING THAT ANY ACTION WILL BE TAKEN AS PROVIDED IN OR IN ACCORDANCE WITH ANY
PROVISION (ALSO A "REFERENCED PROVISION") OF THE PURCHASE AGREEMENT, ARE SUBJECT
TO THE SAME QUALIFICATIONS AS THE CORRESPONDING OPINION IN THIS LETTER RELATING
TO THE VALIDITY, BINDING EFFECT AND ENFORCEABILITY OF SUCH REFERENCED
PROVISION.
REQUIREMENTS IN THE PURCHASE AGREEMENT THAT PROVISIONS THEREIN MAY
ONLY BE WAIVED OR AMENDED IN WRITING MAY NOT BE ENFORCEABLE TO THE EXTENT THAT
AN ORAL AGREEMENT OR AN IMPLIED AGREEMENT BY TRADE PRACTICE OR COURSE OF CONDUCT
HAS BEEN CREATED MODIFYING ANY SUCH PROVISION.
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EXHIBIT 8.6.2
Schedule B
Assumptions
For purposes of our letter, we have relied, without investigation, upon each of
the following assumptions:
4.
BNP PARIBAS HAS THE REQUISITE TITLE AND
RIGHTS TO ANY PROPERTY INVOLVED IN THE TRANSACTIONS EFFECTED UNDER THE PURCHASE
AGREEMENT (HEREIN CALLED THE "TRANSACTIONS").
ARTICLE LXXIIITHE PURCHASE AGREEMENT CONSTITUTE VALID AND BINDING OBLIGATIONS OF
YOURS AND ARE ENFORCEABLE AGAINST YOU IN ACCORDANCE WITH THEIR TERMS (SUBJECT TO
QUALIFICATIONS, EXCLUSIONS AND OTHER LIMITATIONS SIMILAR TO THOSE APPLICABLE TO
OUR LETTER).
ARTICLE LXXIVYOU HAVE SATISFIED THOSE LEGAL REQUIREMENTS THAT ARE APPLICABLE TO
YOU TO THE EXTENT NECESSARY TO ENTITLE YOU TO ENFORCE THE PURCHASE AGREEMENT
AGAINST BNP PARIBAS.
ARTICLE LXXVEACH DOCUMENT SUBMITTED TO US FOR REVIEW IS ACCURATE AND COMPLETE,
EACH SUCH DOCUMENT THAT IS AN ORIGINAL IS AUTHENTIC, EACH SUCH DOCUMENT THAT IS
A COPY CONFORMS TO AN AUTHENTIC ORIGINAL, AND ALL SIGNATURES (OTHER THAN THOSE
OF OR ON BEHALF OF THE PARTNERSHIP) ON EACH SUCH DOCUMENT ARE GENUINE.
ARTICLE LXXVITHERE HAS NOT BEEN ANY MUTUAL MISTAKE OF FACT OR MISUNDERSTANDING,