With regard to our opinion below concerning the valid and legally binding nature of the Companys
obligations under the Securities:
(i) Our opinion is subject to, and may be limited by (a) applicable bankruptcy, reorganization,
insolvency, moratorium, fraudulent conveyance, debtor and creditor, and similar laws which relate to or affect creditors rights generally, and (b) general principles of equity (including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law.
(iii) Our opinion is
subject to the qualification that (a) the enforceability of provisions for indemnification or limitations on liability may be limited by applicable law or public policy considerations, and (b) the availability of specific performance, an
injunction or other equitable remedies is subject to the discretion of the court before which the request is brought.
(iii) We express no
opinion as to any provision of the Securities or the Indenture that: (a) relates to the subject matter jurisdiction of any federal court of the United States of America or any federal appellate court to adjudicate any controversy related to the
Securities or the Indenture; (b) contains a waiver of an inconvenient forum; (c) relates to a right of setoff; (d) provides for liquidated damages, default interest, late charges, monetary penalties, prepayment or make-whole payments
or other economic remedies; (e) relates to advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitations, trial by jury, or procedural rights;
(f) restricts non-written modifications and waivers; (g) provides for the payment of legal and other professional fees where such payment is contrary to law or public policy; (h) relates to
exclusivity, election or accumulation of rights or remedies; (i) authorizes or validates conclusive or discretionary determinations; (j) provides that provisions of the Securities or Indenture are severable to the extent an essential part
of the agreed exchange is determined to be invalid and unenforceable; (k) provides that a partys waiver of any breach of any provision of the Securities or the Indenture is not to be construed as a waiver by such party of any prior breach
of such provision or of any other provision of the Securities or the Indenture; (l) provides any party the right to accelerate obligations or exercise remedies without notice; (m) purports to permit the Trustee or any holder of the
Securities to act as any partys agent and attorney-in-fact; (n) specifies that the liability of any indemnitor shall not be affected by actions or failures to
act on the part of the beneficiaries of the indemnity or by amendments or waivers of provisions of documents creating and governing the indemnified obligations if such actions, failures to act, amendments or waivers change the essential nature of
the terms and conditions of the indemnified obligations so that, in effect, a new contract has arisen between the recipient of the indemnity and the primary obligor on whose behalf the indemnity was issued; or (o) provides for a right or remedy
which may be held to be arbitrary or unconscionable, a penalty or otherwise in violation of public policy.
(iv) We express no opinion as
to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law or forum provided for in the Securities and the Indenture.
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