(REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN
A PROCEEDING AT LAW OR IN EQUITY); AND (III) SUBJECT TO THE QUALIFICATION THAT
CERTAIN REMEDIAL PROVISIONS OF THE U.S. SECURITY AGREEMENT AND THE U.S. PLEDGE
AGREEMENT (COLLECTIVELY, THE "SECURITY DOCUMENTS") ARE OR MAY BE UNENFORCEABLE
IN WHOLE OR IN PART UNDER THE LAWS OF THE STATE OF NEW YORK, BUT THE INCLUSION
OF SUCH PROVISIONS DOES NOT MAKE THE REMEDIES AFFORDED BY SUCH SECURITY
DOCUMENTS INADEQUATE FOR THE PRACTICAL REALIZATION OF THE RIGHTS AND BENEFITS
PURPORTED TO BE PROVIDED THEREBY EXCEPT FOR THE ECONOMIC CONSEQUENCES RESULTING
FROM ANY DELAY IMPOSED BY, OR ANY PROCEDURE REQUIRED BY, APPLICABLE NEW YORK
LAWS, RULES, REGULATIONS AND COURT DECISIONS AND BY CONSTITUTIONAL REQUIREMENTS
IN AND OF THE STATE OF NEW YORK.
(B)
IN GIVING THE OPINIONS SET FORTH ABOVE, WE EXPRESS NO OPINION AS TO ANY
MATTER RELATING TO OR THE EFFECT OF THE FEDERAL ASSIGNMENT OF CLAIMS ACT,
41 U.S.C. § 3727 AND SIMILAR STATE OR LOCAL STATUTES OR REGULATIONS.
IN
ADDITION, IN GIVING THE OPINIONS SET FORTH ABOVE, WITH YOUR PERMISSION, WE HAVE
MADE NO INVESTIGATION AND EXPRESS NO OPINION AS TO ANY MATTER RELATING TO
CERTIFICATE OF TITLE, MOTOR VEHICLE REGISTRATION OR ANY SIMILAR OR RELATED LAWS,
RULES OR REGULATIONS.
WE HAVE THEREFORE ASSUMED, WITH YOUR PERMISSION AND
WITHOUT ANY INVESTIGATION, THAT NO ACTION IS REQUIRED UNDER ANY CERTIFICATE OF
TITLE, MOTOR VEHICLE REGISTRATION OR ANY SIMILAR OR RELATED LAWS, RULES AND
REGULATIONS IN CONNECTION WITH ANY OF THE OPINIONS EXPRESSED ABOVE, INCLUDING
WITHOUT LIMITATION, WITH RESPECT TO THE ENFORCEABILITY OF ANY DOCUMENT OR
COMPLIANCE WITH ANY LAWS, RULES OR REGULATIONS.
(C)
WE CALL YOUR ATTENTION TO THE FACT THAT, WITH RESPECT TO THE OPINION SET
FORTH IN PARAGRAPH 8, THE NY-UCC AND DE-UCC RULES GOVERNING PERFECTION MAY NOT
BE APPLICABLE TO "GOODS" (AS DEFINED IN THE NY-UCC OR THE DE-UCC) COVERED BY A
CERTIFICATE OF TITLE.
(D)
WE EXPRESS NO OPINION AS TO:
(I) THE ENFORCEABILITY OF ANY PROVISIONS IN
THE CREDIT AGREEMENT OR THE U.S. SUBSIDIARIES GUARANTY PURPORTING TO PRESERVE
AND MAINTAIN THE LIABILITY OF ANY PARTY THERETO DESPITE THE FACT THAT THE
GUARANTIED DEBT IS UNENFORCEABLE DUE TO ILLEGALITY; (II) THE ENFORCEABILITY OF
ANY PROVISIONS CONTAINED IN THE DOCUMENTS THAT PURPORT TO ESTABLISH (OR MAY BE
CONSTRUED TO ESTABLISH) EVIDENTIARY STANDARDS; (III) THE ENFORCEABILITY OF ANY
PROVISIONS CONTAINED IN THE SECURITY DOCUMENTS OR THE U.S. SUBSIDIARIES GUARANTY
THAT CONSTITUTE WAIVERS WHICH ARE PROHIBITED UNDER THE NY-UCC OR BY ANY OTHER
NEW YORK LAW OR WHICH PROVIDE THAT CERTAIN TERMS THEREOF MAY BE WAIVED OR
MODIFIED ONLY IN WRITING PRIOR TO DEFAULT; (IV) THE ENFORCEABILITY OF FORUM
SELECTION CLAUSES IN THE FEDERAL COURTS; (V) THE ENFORCEABILITY OF RIGHTS TO
INDEMNIFICATION AND CONTRIBUTION TO THE EXTENT SUCH RIGHTS MAY BE LIMITED BY
FEDERAL OR STATE LAWS AND THE PUBLIC POLICY CONSIDERATIONS UNDERLYING SUCH LAWS;
OR (VI) THE VALIDITY, PRIORITY, OR ENFORCEABILITY OF THE TRADEMARKS AND
COPYRIGHTS THAT COMPRISE THE TRADEMARK COLLATERAL AND THE COPYRIGHT COLLATERAL,
RESPECTIVELY.
(E)
THE OPINIONS SET