Global Master Securities Lending Agreement

30 AUGUST 2000

CLIFFORD CHANCE OPINION LETTER ISSUED IN CONNECTION WITH THE 2000 GLOBAL MASTER SECURITIES LENDING AGREEMENT

TO THE INTERNATIONAL SECURITIES LENDERS ASSOCIATION

CLIFFORD CHANCE I0713/121 30 August 2000

020 7 282 6108

To: The Institutions that are the members of the International Securities Lenders Association

Dear Sirs

Global Master Securities Lending Agreement

1. INTRODUCTION 1.1 Subject matter of this Opinion You have asked us to give an opinion in respect of the laws of England and Wales on certain of the provisions of the 2000 Global Master Securities Lending Agreement (version as posted on your website on 7 May 2000), ("the Agreement").

1.2 Terms of Reference 1.2.1 This opinion given in this Opinion Letter is given in respect of parties which are bodies corporate (other than insurance companies or building societies), whether they are incorporated and registered under the laws of this jurisdiction or are incorporated or formed under the laws of another jurisdiction (other than companies registered in Scotland) with a branch or branches established or located in this jurisdiction. For these purposes a reference to an "insurance company" is a reference to an insurance company within the meaning of Section 96(1) of the Insurance Companies Act 1982 and a reference to a "building society" is a reference to a building society within the meaning of section 119(1) of the Building Societies Act 1986.

1.2.2 If the Agreement or any Loan made thereunder is a "market contract" within the meaning in Section 155 of the Companies Act 1989 or a transfer order for the purposes of the Financial Markets and Insolvency (Settlement Finality) Regulations 1999 and that "Collateral" and "Equivalent Collateral" does not constitute "margin" within the meaning in section 190 of the Companies Act 1989, a special insolvency regime could apply and we express no opinion on the position if that were to be the case. In broad terms, a "market contract" is a contract made on, subject to the rules of, or by a person who in making such transaction was subject to the rules of, a recognised investment exchange or subject to the rules of a recognised clearing house.

London-1/550802/03 .../... 1.2.3 This opinion is given only in respect of obligations under the Agreement and Loans entered into which are mutual between a pair of principal parties to those obligations in the sense that each is personally and solely liable as regards obligations owing by it and is sole beneficial owner of obligations owed to it. Accordingly (and without limitation) (i) this opinion is given in relation to the position between a pair of principal parties to Loans, (and not, for example, where one of them is acting through, or as an agent, in relation to the position between the relevant party and the agent); and (ii) no opinion is expressed in relation to the effectiveness of paragraph 10.2 of the Agreement if applied to a Loan in respect of which a party is a trustee, or in respect of which a party has a joint interest or in respect of which a party has assigned, charged or transferred its rights or obligations (whether in whole or in part) or any interest therein or such rights, obligations or interests have been assigned, charged or transferred by operation of law.

In this Opinion Letter:

1.2.4 Matters relating to United Kingdom tax law and on generally published practice of the Inland Revenue and H.M. Customs and Excise are outside the scope of this legal opinion and we express no opinion on such matters herein.

1.2.5 We express no opinion as to the existence of any property or assets to be transferred pursuant to the Agreement, whether any such property or assets is owned by the transferor thereof or whether the same is or may become subject to any equities, rights or interests in favour of any other person ranking in priority to the transferee thereof. Under English conflicts of law principles, generally the law of the country where property is situate will determine the manner and effectiveness of any purported transfer of title in that property which is otherwise valid under English law.

1.2.6 The phrase "this jurisdiction" refers to England and Wales.

1.2.7 The only bankruptcy, composition, rehabilitation or other insolvency procedures to which a party could be subject to in this jurisdiction, and which are relevant for the purposes of this opinion, are liquidation, administration, administrative receivership, receivership, voluntary arrangements and schemes or arrangement governed by the laws of this jurisdiction. These procedures are together called "Insolvency Proceedings". This legislation applicable to Insolvency Proceedings is:

(a) in relation to all Insolvency Proceedings except schemes of arrangement, the provisions of the Insolvency Act 1986 and the Insolvency Rules 1986; and

(b) in relation to schemes of arrangement, section 425 of the Companies Act 1985,

each as modified up to the date hereof;

London-1/550802/03 .../... 1.2.8 "Insolvency Representative" means a liquidator, provisional liquidator, administrator, administrative receiver, receiver or manager, supervisor of a voluntary arrangement, scheme administrator or any other official appointed in this jurisdiction in respect of any Insolvency Proceeding.

1.2.9 A party which is insolvent for the purposes of any insolvency law or otherwise subject to Insolvency Proceedings is called the "Insolvent Party" and the other party is called the "Solvent Party".

1.2.10 In this opinion, in relation to a winding-up under the laws of this jurisdiction, the "commencement" of Insolvency Proceedings refers to the time of the presentation of the petition for winding-up or, if earlier, the time of the passing of a resolution by the company for voluntary winding-up.

1.2.11 Terms defined or given a particular construction in the Agreement have the same meaning in this Opinion Letter unless a contrary indication appears.

1.2.12 A reference to a "Paragraph" is to a paragraph of the Agreement and a reference to a "Section" is (except where the context otherwise requires) to a section of this Opinion Letter.

1.2.13 Headings in this Opinion Letter are for ease of reference only and shall not affect its interpretation.

1.3 Legal Review For the purpose of issuing this Opinion Letter we have reviewed only the version of the Agreement referred to in paragraph 1.1 of this Opinion Letter.

1.4 Applicable Law The opinions given in this Opinion Letter are governed by and relate only to English law as applied by the English courts as at today's date. We express no opinion in this Opinion Letter on the laws of any other jurisdiction, even where, under English law, a foreign law fails to be applied.

1.5 Assumptions and Reservations The opinions given in this Opinion Letter are given on the basis of the assumptions set out in Schedule 1 (Assumptions) and are subject to the reservations set out in Schedule 2 (Reservations) to this Opinion Letter. The opinions given in this Opinion Letter are strictly limited to the matters expressly stated in paragraph 2 (Opinions) and do not extend to any other matters.

2. OPINIONS On the basis of the foregoing terms of reference and assumptions, we are of the following opinion.

2.1 Recognition of choice of law If the matter were raised before the courts of England and Wales, the choice of law provisions of paragraph 24 (Governing Law and Jurisdiction) will be recognised under the laws of this jurisdiction, even if neither Party is incorporated, domiciled or established in the jurisdiction by whose laws the Agreement is expressed to be governed,

London-1/550802/03 .../... subject to the provisions of the Contracts (Applicable Law) Act 1990. In summary, the Contracts (Applicable Law) Act 1990 allows parties to choose the law to govern a contract subject to the following provisions:

(a) the fact that the Parties have chosen a foreign law shall not, where all other elements relevant to the situation at the time of the choice are connected with one country only, prejudice the application of rules of law of that country which cannot be derogated from by contract; and

(b) the Parties cannot restrict the application of the rules of law which are mandatory in the forum irrespective of the law otherwise applicable to the contract.

2.2 Recharacterisation Paragraph 4.2 provides that the Parties shall execute and deliver all necessary documents and give all necessary instructions to procure that all right, title and interest in:

(c) any securities borrowed pursuant to Paragraph 3;

(d) any equivalent securities redelivered pursuant to Paragraph 8;

(e) any collateral delivered pursuant to Paragraph 5;

(f) any equivalent collateral redelivered pursuant to Paragraphs 5 or 8;

shall pass from one party to the other on delivery or redelivery of the same in accordance with the Agreement with full title guarantee, free from all liens, charges and encumbrances.

The English courts would look at the wording and the substance of the arrangements and would not recharacterise such transfers as creating a security interest unless the court considers that the evidence shows that Paragraph 4.2 read in conjunction with Paragraph 2.3, do not reflect the genuine intention and agreement of the parties.

2.3 Close-out and Netting 2.3.1 The central provision of the Agreement which provides for the netting of loans is Paragraph 10.2. On the assumption that an Event of Default (whether as a result of the commencement of an Insolvency Proceeding or not) has occurred in relation to a Party, the provisions for the calculation of the net amounts under Paragraph 10.2 would be effective under the laws of this jurisdiction, and the other party would be able to exercise its rights under Paragraph 10.2.

2.3.2 We do not believe that there is any other provision of the Agreement which might be held to be inconsistent under the laws of this jurisdiction with the effectiveness of the provisions for the calculation of net amounts under Paragraph 10.2.

2.3.3 Under the laws of this jurisdiction, it is not necessary for the Parties to agree to an automatic, rather than an optional close-out of Loans under Paragraph 10.2.

London-1/550802/03 .../... 2.3.4 Under the laws of this jurisdiction it is not necessary that the Transactions form part of a single agreement in order for the set-off under Paragraph 10.2 to be effective.

2.3.5 Any Loans entered into after Insolvency Proceedings have commenced in relation to a Party might not be capable of inclusion in the netting pursuant to paragraph 10.2 (see further Section 2 of Schedule 2 below), but this would not affect the effectiveness of Paragraph 10.2 in respect of Transactions entered into before the commencement of such Insolvency Proceedings.

2.3.6 If any creditor of a Party ("the first party") were to attach, execute, levy execution or otherwise exercise a creditor's process under the laws of this jurisdiction (whether before or after judgement) over or against any claim owing by the other party ("the second party") to the first party under the Agreement or a Loan, then under the laws of this jurisdiction the second party would, provided that the second party is not an Insolvent Party, be able to exercise its rights under Paragraph 10.2 against the creditor of the first party in respect of the claims subject to Paragraph 10.2 which existed at the date of the attachment or other process, including the claim which is the subject of the attachment or other process.

2.3.7 Notwithstanding the assumption made in Section 1(e) of Schedule 1, if any other Paragraph in the Agreement were illegal or unenforceable, such unenforceability or illegality would, under the laws of this jurisdiction, be unlikely to undermine Paragraph 10.2, unless the unenforceability or illegality was so material as to affect the Agreement as a whole.

2.3.8 There is no requirement under the laws of this jurisdiction that the right to net pursuant to Paragraph 10.2 must be reflected in the records of the parties in order for it to be effective.

2.3.9 The rates set out in Paragraph 2.4 for the conversion of obligations into a common currency would be valid and effective under the law of this jurisdiction.

2.4 Multi-jurisdictional Netting We do not consider that the use of the Agreement with Designated Offices of a party in a number of different jurisdictions, including some where netting may not be effective (e.g. where an insolvency official in those jurisdictions may be entitled to "cherry-pick" obligations), would jeopardise the effectiveness under the laws of this jurisdiction of netting pursuant to Paragraph 10.2. Furthermore:

2.4.1 where the Defaulting Party is incorporated and registered under the laws of this jurisdiction and has Designated Offices in a number of other jurisdictions,

(a) there can be separate Insolvency Proceedings in this jurisdiction with respect to the Defaulting Party whether or not the relevant authorities in any other jurisdiction have initiated proceedings in respect of the Defaulting Party; and

London-1/550802/03 .../... (b) an Insolvency Representative is required in Insolvency Proceedings conducted under the laws of this jurisdiction to include obligations arising from all Loans governed by the terms of the Agreement (regardless of the Designated Office from which they were entered into) in the calculation of amounts owed to and from the Defaulting Party.

2.4.2 where the Defaulting Party is incorporated or formed under the laws of another jurisdiction (the "Home Jurisdiction") and the Defaulting Party has a Designated Office in this jurisdiction,

(a) there can be certain Insolvency Proceedings in this jurisdiction with respect to the Defaulting Party whether or not the relevant authorities in any other jurisdiction have initiated proceedings in respect of the Defaulting Party;

(b) in Insolvency Proceedings conducted under the laws of this jurisdiction, an Insolvency Representative is required to include obligations arising from all Loans governed by the terms of the Agreement (regardless of the Designated Office from which they were entered into) in the calculation of amounts owed to and by the Defaulting Party;

2.4.3 in Insolvency Proceedings conducted under the laws of this jurisdiction, an Insolvency Representative of a Defaulting Party will not be able to undermine the "global" netting provisions of the Agreement (whereby the Non-Defaulting Party may close out and net obligations arising from all and any Loans governed by the terms of the Agreement, regardless of the Designated Office from which it was entered into) by treating the obligations in respect of Loans entered into from the Designated Office in this jurisdiction separately from other obligations arising under the Agreement or other Loans governed by the terms of the Agreement;

2.4.4 the effectiveness under the laws of this jurisdiction of the netting provisions of the Agreement would not be adversely affected by their unenforceability or ineffectiveness under the law of any other jurisdiction (other than for reasons of contractual invalidity under the governing law of the Agreement or lack of capacity of a party).

In relation to the above propositions, it should be noted as follows:

(a) an English court may, in some circumstances, stay Insolvency Proceedings in this jurisdiction where it is of the opinion that proceedings in another forum would be more convenient or if concurrent proceedings are being brought elsewhere, but will often take into account whether or not this will prejudice the plaintiff, or, in the case of Insolvency Proceedings, creditors situated in this jurisdiction;

(b) the English courts in this jurisdiction have various discretions to take account of and give assistance to concurrent insolvency proceedings commenced under the laws of another jurisdiction which may, for

London-1/550802/03 .../... example, include dealing with only those assets located in this jurisdiction to assist those other insolvency proceedings or selectively applying provisions of foreign law in Insolvency Proceedings which are otherwise generally governed by English law. In particular, under section 426 of the Insolvency Act 1986, a court with insolvency law jurisdiction to the insolvency of an entity (including a company incorporated and registered in England and Wales) if so requested by a competent court of that other jurisdiction. Those specified jurisdictions are currently other parts of the United Kingdom (except Scotland), the Channel Islands, the Isle of Man, Anguilla, Australia, the Bahamas, Bermuda, Botswana, Canada, Cayman Islands, Falkland Islands, Gibraltar, Hong Kong, Republic of Ireland, Malaysia, Montserrat, New Zealand, Republic of South Africa, St. Helena, Turks and Caicos Islands, Tuvalu and the Virgin Islands. Also, the English courts will, in respect of a claim by a creditor, take into account in Insolvency Proceedings any sums received or recovered by that creditor from proceedings in another forum.

3. ADDRESSEES AND PURPOSE This Opinion Letter is given for the sole benefit of the addressees specified at the head of this letter. It may not, without our prior written consent, be relied on for any other purpose or be disclosed to or relied upon by any other person, except that we consent to a copy of this opinion being shown to the Financial Services Authority in relation to the addressees net reporting for information purposes only and solely, on the basis that we assume no responsibility to such authority or any other person as a result or otherwise.

Yours faithfully,

CLIFFORD CHANCE LIMITED LIABILITY PARTNERSHIP

London-1/550802/03 .../... SCHEDULE 1

ASSUMPTIONS

The opinions in this Opinion Letter have been made on the following assumptions.

1. CORPORATE AUTHORITY OF PARTIES (a) Each Party to the Agreement is, and will continue to be, a validly existing legal entity with capacity, power and authority under the applicable law(s) of all relevant jurisdiction(s) and any applicable international laws to enter into and perform its obligations (i) under the Agreement, and (ii) any Loans that may be entered into by the Parties pursuant to the Agreement (such transactions, the “Other Transactions” which expression shall include any confirmation or documentation evidencing such transactions) and each of the Parties will take all necessary steps to execute, deliver and perform the Agreement and any Other Transactions and to ensure their legal validity;

(b) The Agreement and any Other Transaction to be entered into will have been duly authorised, executed and delivered by each Party in accordance with all applicable laws and that the Agreement (including any schedules thereto) will have been properly completed by the Parties;

(c) The Agreement and any Other Transaction are not entered into by either of the Parties in the course of carrying on investment business in the United Kingdom in contravention of Section 3 of the Financial Services Act 1986, in the course of or in consequence of an unsolicited call made in or from the United Kingdom in contravention of Section 56 of that Act or after an investment advertisement relating thereto has been issued or caused to be issued in the United Kingdom in contravention of Section 57 of that Act or, if either party is an authorised person under the Financial Services Act 1986 (“FSA”) no prohibition or requirement has been made in respect of such Party under Chapter VI (powers of intervention) of the FSA which might be contravened by the Agreement or any Other Transaction;

(d) Each of the Parties will obtain, comply with the terms of, and maintain all authorisations, approvals, licences and consents required to enable it to lawfully enter into, and perform its obligations under, the Agreement and any Other Transaction and to ensure the legality, validity, enforceability or admissibility in evidence of the Agreement and any Other Transactions in all relevant jurisdictions;

(e) The Agreement and Other Transactions constitute legal, valid and binding obligations of each Party enforceable under all applicable laws;

2. TERMS OF THE AGREEMENT AND OTHER TRANSACTIONS (a) None of the terms of the Agreement will be varied, waived or discharged and any Other Transactions entered into after the date of this opinion) will be entered into as specified in the Agreement and that the Agreement and or each

London-1/550802/03 .../... other Transaction are not liable to be avoided or otherwise held ineffective (in whole or in part) by reason of mistake, misrepresentation, illegality or otherwise;

(b) Save in respect of an Event of Default in respect of a Party, each Party will perform its obligations under the Agreement and any Other Transactions in accordance with their respective terms and that nothing in the terms of any Other Transaction will alter the assumptions set out in this Schedule 1 or the reservations set out in Schedule 2 herein;

(c) The Agreement and any Other Transaction will be governed by English law;

(d) Full title to any money and/or securities transferred (or purported to be transferred) under the Agreement, or any Other Transaction will be effectively and validly transferred to the transferee in the manner contemplated in the Agreement.

3. BONA FIDE PURPOSE AND INSOLVENCY (a) The Agreement and any Other Transactions will have been entered into for bona fide commercial reasons and on arms’ length terms by each of the Parties;

(b) The Agreement and any Other Transactions are entered into prior to the formal commencement of Insolvency Proceedings against either Party;

(c) At the time at which the Agreement or any Other Transactions are entered into, neither Party has notice of the insolvency of the other Party;

(d) The Solvent Party is not itself insolvent for the purposes of any insolvency law and is not subject to any Insolvency Proceeding.

4. OTHER DOCUMENTS There is no other agreement, instrument or other arrangement between any of the Parties to the Agreement which conflicts with, overrides, modifies or supersedes the Agreement and the absence of any repudiation or recission of the Agreement or any Other Transaction.

5. TREATIES There are no bankruptcy or insolvency treaties entered into by, and in force in, this jurisdiction which affect the opinions in this opinion letter.

London-1/550802/03 .../... SCHEDULE 1

RESERVATIONS

The opinions in this Opinion Letter are subject to the following reservations.

1. LIMITATIONS ARISING FROM INSOLVENCY LAW

We set out below certain qualifications which address certain provisions of the insolvency law of England and Wales which could render the Agreement or one or more Loans of Securities invalid and which we believe are of note.

1.1 Liquidation

1.1.1 In a winding-up by the courts in England and Wales, any dispositions of the Insolvent Party's property made after the commencement of the compulsory winding-up of such party, are void under section 127 of the Insolvency Act 1986, unless the court otherwise orders.

Accordingly, we express no opinion as to whether or not any obligations arising after the commencement of the winding-up could validly be included in the netting pursuant to paragraph 10.2 or a set-off pursuant to Rule 4.90 of the Insolvency Rules 1986 ("Rule 4.90"). This would not prejudice the effectiveness of the netting pursuant to Paragraph 10.2 or set-off pursuant to Rule 4.90, of other, valid, obligations.

1.1.2 In a winding-up of the Insolvent Party, the aggregation of amounts representing terminated obligations may be implemented under Rule 4.90 rather than under the specific provisions of the Agreement. A Rule 4.90 set-off would, in our view, result in a net amount payable between the parties in respect of such amounts, subject to the other qualifications set out in this opinion.

1.1.3 The provisions in the Insolvency Rules 1986 relating to the set-off of mutual credits and debts do not apply to sums which became due under transactions which were entered into at a time when the Solvent Party had notice that a meeting of creditors of the Insolvent Party had been summoned under section 98 of the Insolvency Act 1986 (which requires a company which goes into creditors' voluntary winding-up to cause a meeting of creditors to be summoned for a day not later than the fourteenth day after the day on which there is to be held a shareholders' meeting at which the resolution for voluntary winding-up is to be proposed) or that a petition for the winding-up of the Insolvent Party was pending. An English court, therefore, may not allow amounts in respect of any obligations which arise after the Solvent Party had notice of such a meeting or such a petition in respect of the Insolvent Party to be included in an aggregation pursuant to paragraph 10.2 or a set-off pursuant to Rule 4.90.

1.1.4 Liquidation procedures under the Insolvency Rules 1986 are conducted in sterling. Rule 4.91 of the Insolvency Rules 1986 provides that, for the purposes of proving a debt incurred by the company in liquidation in a currency other than sterling, that debt shall be converted into sterling at the "official exchange

London-1/550802/03 .../... rate" (which is based on the market rate on the date the court makes its liquidation order or the company concerned resolved to go into liquidation). There is no specific provision under the Insolvency Rules for the conversion of non-sterling assets into sterling for the purposes of the Rule 4.90 set-off but, in practice, the liquidator may convert non-sterling claims into sterling at a suitable market-based rate, possibly the "official exchange-rate". Therefore, the provisions in the Agreement for the time and rate of conversion of one currency into another may, in the liquidation of the Insolvent Party, be superseded by a conversion, or conversions, at the time and rate specified by the liquidator as set out above.

1.1.5 In respect of any Loan entered into before the commencement of the winding- up of the Defaulting Party, under which property is to be delivered after the time of such commencement and in respect of which the Defaulting Party transfers ownership of the property to the non-Defaulting Party after the time of such commencement, it may not be possible for the price payable in respect of such property transferred to be included in the amount payable calculated in accordance with Paragraph 10.2 (the "liquidation amount"). However, if such a Loan is terminated before ownership of the property to be delivered under such a loan of Securities is transferred, the gain or loss in respect of the loan of Securities calculated in accordance with Paragraph 10.2 should be capable of being included in the liquidation amount. Any action taken by the liquidator of the Defaulting Party to recover the price from the non-Defaulting Party would not prejudice the effectiveness of the netting pursuant to Paragraph 10.2 of other, valid, obligations.

1.2 General

1.2.1 Under section 238 of the Insolvency Act 1986, transactions entered into by a company at any time within a specified period ending with the onset of insolvency (being, in broad terms, the date of the commencement of winding-up or, if earlier, the date of presentation of a petition for an administration order) of the company with a person on terms that provide for the company to receive either no consideration, or a consideration the value of which, in money or money's worth, is significantly less than the value, in money or money's worth, of the consideration provided by it, may be set aside as a transaction at an undervalue, if at the time the transaction is entered into that company was unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or became unable to pay its debts with the meaning of that section in consequence of the transaction. It should be noted that a court would not set aside such a transaction in respect of a Loan under the Agreement if it was satisfied that the company entered into the Loan or the provision of Collateral in good faith and for the purpose of carrying on its business and that at the time it did so there were reasonable grounds for the belief that it would benefit the company. A Loan entered into on arm's length terms and at the then prevailing market rates are unlikely to constitute a transaction at an undervalue. However, the matters referred to in the last two sentences are questions of fact in each case.

London-1/550802/03 .../... 1.2.2 Under section 239 of the Insolvency Act 1986 anything done or suffered to be done by a company within a specified period ending with the onset of insolvency (as in Section 1.2.1) of that company may be set aside as a voidable preference. The thing done or suffered will be liable to be set aside if at the time it was done or suffered that company was unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or became unable to pay its debts within the meaning of that section in consequence of the thing done or suffered and that thing has the effect of putting any person in a better position, in the event of that company going into insolvent liquidation, than that person would have been in if the thing had not been done or suffered. However, the court will not make such an order if it was satisfied that the company which gave the preference was not influenced to give it by a desire to put that person in such better position.

1.2.3 There is provision in both the Companies Act 1985 and the Insolvency Act 1986 for schemes of arrangement or voluntary arrangements in respect of companies (as defined in the Companies Act 1985) to be agreed by creditors or, in some cases, shareholders of the company. In relation to schemes of arrangement under section 425 of the Companies Act 1985, the courts will not sanction the scheme unless reasonable efforts were made to notify those creditors whose rights would be affected by the scheme of the meeting to approve that scheme. In relation to company voluntary arrangements under Part I of the Insolvency Act 1986, a creditor cannot be bound by the arrangements unless he has been given notice of the creditors' meeting to approve the arrangements. In the case of either a scheme of arrangement or a company voluntary arrangement, approval at the creditors' meeting of its terms does not require unanimity of the affected creditors, whether or not present at the meeting. Such arrangements could affect both set-off rights of creditors and the value of claims which the creditors may have against the company. If the netting provided for in Paragraph 10.2 has been effected before the approval of such an arrangement, any provision of such an arrangement which purports to unwind the application of Paragraph 10.2 would not bind the affected creditor if timely objection to the arrangement is made to the applicable court. An arrangement could, however, affect the value of any resulting net claim.

1.2.4 Under the laws of this jurisdiction, if any creditor of a Party were to attach, execute, levy execution or otherwise exercise a creditor's process (whether before or after judgment) over or against any claim owing by the other Party to that Party under the Agreement or a Issuer, then the other Party would, provided that the other is not an Insolvent Party, be able to exercise its rights under Paragraph 10.2 against the creditor of the Party in respect of the claims subject to Paragraph 10.2 which existed at the date of the attachment or other process, including the claim which is the subject of the attachment or other process.

1.2.5 In respect of Section 1.2.4 above, if the attaching creditor has gone into liquidation under the laws of this jurisdiction before the set-off has occurred under Paragraph 10.2 it may be possible for the liquidator of the attaching creditor to claim the amounts subject to the attachment free of the Party's rights

London-1/550802/03 .../... under Paragraph 10.2. This is because it may be argued that such Party seeks to set off amounts which are owed by the other Party against amounts due to the attaching creditor by virtue of the attachment, and a contractual provision which has the effect of creating a right of set-off between non-mutual claims is ineffective in the liquidation of the attaching creditor.

1.2.6 Under Section 8 of the Insolvency Act, a court may make an administration order in relation to a company in certain circumstances, the effect of which would be that, during the period for which the order is in force, the affairs, business and property of the company will be managed by an administrator appointed for the purpose by the court. Section 10 of the Insolvency Act 1986 applies during the period beginning with the presentation of a petition for an administration order and ends with the making of such an order. Section 11 of the Insolvency Act 1986 applies on the making of an administration order until the order is discharged by the court. Both sections provide that during such period "…no steps may be taken to enforce any security over the company's property", except with the leave of the court (and subject to such terms as the court may impose), or where an administrator has been appointed, with the consent of the administrator. However, in relation to a property located outside the United Kingdom, the question whether the moratorium imposed by these sections applies would primarily be a question to be determined by the local system of law.

2. ENFORCEABILITY OF CLAIMS

In this Opinion Letter "enforceable" means that an obligation is of a type which the English courts enforce. It does not mean that those obligations will be enforced in all circumstances in accordance with the terms of the Agreement. In particular:

(a) the power of an English court to order specific performance of an obligation or other equitable remedy is discretionary and accordingly, an English court might make an award of damages where specific performance of an obligation or other equitable remedy is sought;

(b) enforcement may be limited by the provisions of English law applicable to agreements held to have been frustrated by events happening after its execution;

(c) claims may become barred under the Limitation Acts or may be or become subject to a defence of set-off or counterclaim;

(d) an English court may stay proceedings if concurrent proceedings are being brought elsewhere and may decline to accept jurisdiction in certain cases;

(e) a party to a contract may be able to avoid its obligations under that contract (and may have other remedies) where it has been induced to enter into that contract by a misrepresentation and the English courts will generally not enforce an obligation if there has been fraud; and

(f) whilst an English court has power to give judgment in a currency other than pounds sterling, it has the discretion to decline to do so.

London-1/550802/03 .../... (g) Any question as to whether or not any provision of the Agreement which is prohibited or unenforceable may be severed from the other provisions thereof in order to save those other provisions would be determined by an English court in its discretion. In particular, the courts will not sever a provision if it forms substantially the whole contractual consideration or if the effect would be to rewrite the provision as expressed by the Parties.

3. APPLICATION OF FOREIGN LAW

(a) If any obligation is to be performed in a jurisdiction outside England, it may not be enforceable in England to the extent that performance would be illegal or contrary to public policy under the laws of the other jurisdiction and an English court may take into account the law of the place of performance in relation to the manner of performance and to the steps to be taken in the event of defective performance.

(b) It is uncertain whether the Parties can agree in advance the governing law of claims connected with the contract but which are not claims on the contract, such as a claim in tort.

(c) If an asset or right which is the subject of a transfer of title is situated outside England, the courts of England may take into account the law of the place where the asset or right is legally situated and the governing law of the asset (despite the choice of English law as the governing law). There is appellate court authority (Macmillan Inc v. Bishopsgate Investment Trust PLC (No.3) [1996] 1 WLR 387) which can be interpreted as deciding that the place where securities are located is deemed to be the place where the securities register is kept or the place where the issuer of the securities is incorporated, notwithstanding that the holder's interest in the securities is evidenced by book entries maintained by an intermediary. While in our view this authority does not exclude the analysis that an entitlement to securities held in book entry form is located where the books are situated, we are not aware of any binding authority which has considered the question of location of such entitlements. Accordingly, the issue of enforceability of the claim created under Paragraph 10.2 of the Agreement may be determined by a system, or systems, of law other than the laws of the place where the books are situated.

(h) If the effect of proceedings in a forum outside this jurisdiction is to extinguish claims or liabilities under the governing law of those claims or liabilities, the English courts may recognise the extinction of those claims or liabilities.

6. DEFAULT INTEREST AND INDEMNITIES BETWEEN PARTIES (a) Under English law, interest imposed upon a Party by the Agreement (or any communication issued pursuant thereto) might be held to be irrecoverable to the extent that it accrues on an unsecured debt after the making of a winding-up order or the passing of a winding-up resolution by the company liable to pay such interest, but the fact that it was held to be irrecoverable would not of itself prejudice the legality or validity of any other provision of the Agreement. In

London-1/550802/03 .../... addition, any provision of the Agreement (for example Paragraph 10.7 and Paragraph 15) requiring any person to pay amounts imposed in circumstances of breach or default may be held to be unenforceable on the grounds that it is a penalty.

(b) There is some possibility that an English court would hold that a judgment on the Agreement, whether given in an English court or elsewhere, would supersede the Agreement so that any obligations relating to the payment of interest after judgment (for example Paragraph 15) would not be held to survive judgment.

(c) Any undertaking or indemnity given by a Party in respect of stamp duties or registration taxes payable in the United Kingdom may be void.

(d) Any provision of the Agreement (or any communication issued pursuant thereto) purporting to require a Party to indemnify another person against the costs or expenses of proceedings in the English courts is subject to the discretion of the court to decide whether and to what extent a party to such proceedings should be awarded the costs or expenses incurred by it in connection therewith.

7. OTHER QUALIFICATIONS (a) We express no opinion as to any matters of fact.

(b) We express no opinion on the enforceability of any net obligation resulting from any netting, set-off or under the general law.

(c) The parties to an Agreement or any Loan made thereunder may be able to amend that Agreement or Loan by oral agreement despite any provision to the contrary.

(d) Any provision of the Agreement which constitutes, or purports to constitute, a restriction on the exercise of any statutory power by any Party or any other person may be ineffective.

(e) To the extent that any matter is expressly to be determined by future agreement or negotiation, the relevant provision may be unenforceable or void for uncertainty.

(f) Any transfer of, or payment in respect of, a Transaction involving the government of any country which is currently the subject of United Nations sanctions (an "Affected Country"), any person or body resident in, incorporated in or constituted under the laws of any Affected Country, any person or body controlled by any of the foregoing or any person or body exercising public functions in any Affected Country may be subject to restrictions pursuant to United Nations sanctions as implemented in English law.

(g) The laws of this jurisdiction may have effect so that any discretion or determination to be exercised or made by a party under the Agreement must be

London-1/550802/03 .../... exercised or made reasonably. Any provision in the Agreement providing that any calculation or certification is to be conclusive and binding will not be effective if such calculation or certification is fraudulent, incorrect, arbitrary or shown not to have been given or made in good faith and will not necessary prevent judicial enquiry into the merits of any claim by any party thereto. An English court may regard any calculation, determination or certification as no more than prima facie evidence of the matter calculated, determined or certified.

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