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B. Provisions of the Credit Documents relating to indemnification, exoneration or exculpation may be limited by public policy or by statute.
C. For purposes of this opinion, we have made such examination of law as we have deemed necessary. This opinion is limited solely to the internal substantive laws of the State of New York as applied by courts located in New York without regard to choice of law and the federal laws of the United States of America (except for Federal and state tax, antitrust, insurance, fiduciary, energy, utilities, national security, economic or public health emergency, anti-terrorism, anti-money laundering, sanctions, derivatives, investments, securities, or blue sky laws, as to which we express no opinion in this letter), and we express no opinion as to the laws of any other jurisdiction. We express no opinion as to the effect of sovereign immunity or similar impediments to enforcement relating to the public, governmental or sovereign status of any foreign entity, the so-called act of state doctrine, or any foreign legislative, judicial, executive, administrative, or other governmental action, order, requirement or prohibition, or any treaties or laws relating to international relations or commerce. Subject to the foregoing and the other limitations set forth in this opinion letter, we have considered only such laws and regulations that in our experience are typically applicable to a transaction of the nature contemplated by the Credit Documents.
D. We note that the Credit Documents contain provisions stating that they are to be governed by the laws of the State of New York (each, a Chosen-Law Provision). No opinion is given herein as to any Chosen-Law Provision, or otherwise as to any choice of law matters with respect to the transactions contemplated by the Credit Documents.
E. Certain waivers or consents by the Borrowers in the Credit Documents, including but not limited to, waivers of rights to object to, or consents to, jurisdiction or venue, or waivers of rights to, or consents to, service of process, or methods of service of process, or waivers of any applicable defenses, setoffs, recoupments or counterclaims, or other rights or benefits bestowed by operation of law, or waivers or variations of provisions that are not capable of waiver or variation under Sections 1-302 or other applicable provisions of the New York Uniform Commercial Code (the NY UCC), may relate to matters that cannot, as a matter of law, be effectively waived. Without limiting the foregoing, you should be aware that under applicable law guarantors, joint and several obligors, and other secondary obligors may be entitled to certain rights or protections which as a matter of statutory or common law may not be waived or altered, and we express no opinion as to the enforceability of any provision of the Credit Documents that purports to waive or alter such rights or protections.
F. The enforceability of the Credit Documents may be limited by the unenforceability under certain circumstances of provisions imposing penalties, forfeitures, late payment charges, the imposition or collection of interest on interest, an increase in interest rate upon delinquency in payment or an occurrence of default, or the payment of any premium, liquidated damages, or other amount that may under applicable law be considered a penalty or forfeiture.
G. We assume that at least $2,500,000 will be advanced to each Borrower, in one or more installments, that is treated as having received any such advances pursuant to the
Exhibit C (Opinion of Morgan, Lewis & Bockius LLP)