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(k) We express no opinion as to the validity, binding effect, or enforceability of. (i) <br />provisions which purport to waive rights or notices, including rights to trial by jury, <br />counterclaims or defenses, jurisdiction or venue; (ii) provisions relating to consent judgments, <br />waivers of defenses or the benefits of statutes of limitations, marshaling of assets, the <br />transferability of any assets which by their nature are nontransferable, sales in inverse order of <br />alienation, or severance; (iii) provisions purporting to waive the benefits of present or of future <br />laws relating to exemptions, appraisement, valuation, stay of execution, redemption, extension of <br />time for payment, setoff and similar debtor protection laws; or (iv) provisions requiring a party to <br />pay fees and expenses regardless of the circumstances giving rise to such fees or expenses or the <br />reasonableness thereof. <br />(1) The opinions expressed herein are subject to the effect of generally applicable <br />rules of law that provide that forum selection clauses in contracts are not necessarily binding on <br />the court(s) in the forum selected. <br />(m) We express no opinion as to the enforceability of any provisions in the Material <br />Documents purporting to entitle a party to indemnification in respect of any matters arising in <br />whole or in part by reason of any negligent, illegal or wrongful act or omission of such party. <br />This opinion may not be relied upon by any other person except those specifically <br />addressed in this letter. <br />Very truly yours, <br />METCALFE WOLFF STUART & WILLIAMS, LLP <br />It <br />4158-2138-4984.4 <br />Talley J. Williams, Partner <br />D-1-7 <br />