September 24, 2021
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applicable federal and state securities laws and in the manner stated in the Registration Statement, the Prospectus and any applicable prospectus supplement; (iv) the Trustee has the power, corporate or other, to enter into and perform its obligations under the Indenture; (v) the Indenture has been duly authorized, executed and delivered by the Trustee; (vi) the Trustee will be duly eligible to serve as trustee; (vii) the Indenture is a valid and binding obligation of the Trustee; (viii) the Debt Securities will be duly authenticated by the Trustee named in the Indenture; (ix) the Trustee shall have been qualified under the Trust Indenture Act of 1939, as amended; (x) a definitive purchase, underwriting or similar agreement with respect to any Debt Securities offered will be duly authorized, executed and delivered by all parties thereto other than the Company; (xi) the issuance, sale, amount and terms of the Debt Securities, to be offered from time to time, will be duly authorized and established by all requisite action, corporate or other, by the Company; and (xii) at the time of the issuance and sale of the Debt Securities, the Company will be validly existing as a corporation and in good standing under the laws of the Commonwealth of Massachusetts.
We are expressing no opinion herein as to the application of any federal or state law or regulation to the power, authority or competence of any party to any agreement with respect to any Debt Securities other than the Company. We have assumed that such agreements are, or will be, the valid and binding obligations of each party thereto other than the Company, and enforceable against each such other party in accordance with their respective terms.
We have assumed for purposes of our opinions below that no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by the Company, or, if any such authorization, approval, consent, action, notice or filing is required, it will have been duly obtained, taken, given or made and will be in full force and effect. We have also assumed that there will not have occurred, prior to the date of issuance of any Debt Securities, any change in law affecting the validity or enforceability of such Debt Securities and that at the time of the issuance and sale of any Debt Securities, the Board of Directors of the Company (or any committee of such Board of Directors or any person acting pursuant to authority properly delegated to such person by the Board of Directors of the Company or any committee of such Board of Directors) shall not have taken any action to rescind or otherwise reduce its prior authorization of the issuance of the Debt Securities.
Our opinion below is qualified to the extent that it may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, usury, fraudulent conveyance fraudulent transfer or similar laws relating to or affecting the rights or remedies of creditors generally; (ii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of materiality, good faith, reasonableness and fair dealing; (iii) general equitable principles; and (iv) acceleration of the Debt Securities which may affect the collectability of that portion of the stated principal amount thereof that might be determined to