Milbank, Tweed, Hadley & McCloy Sample Contracts

GENTHERM IncTrustee Agreement (the “Agreement”) Milbank, Tweed, Hadley & McCloy LLP Taunusanlage 15 60325 Frankfurt am Main, Germany (February 21st, 2013)

- resolutions under agenda item 3 and agenda item 4 on the discharge of the members of the executive board of the Company and the members of the advisory board of the Company, respectively, for fiscal year 2010 (the “Discharge Resolutions 2011”), and

GENTHERM IncBalaton Rights Agreement (the “BRA”) Milbank, Tweed, Hadley & McCloy LLP Taunusanlage 15 60325 Frankfurt am Main, Germany (February 21st, 2013)
GENTHERM IncSettlement Agreement (the “Settlement Agreement”) Milbank, Tweed, Hadley & McCloy LLP Taunusanlage 15 60325 Frankfurt am Main, Germany (February 21st, 2013)

- resolutions under agenda item 3 and agenda item 4 on the discharge of the members of the executive board of the Company and the members of the advisory board of the Company, respectively, for fiscal year 2010 (the “Discharge Resolutions 2011”), and

GENTHERM IncFramework Agreement (the “Agreement”) Milbank, Tweed, Hadley & McCloy LLP Taunusanlage 15 60325 Frankfurt am Main, Germany (February 21st, 2013)

- resolutions under agenda item 3 and agenda item 4 on the discharge of the members of the executive board of the Company and the members of the supervisory board of the Company, respectively, for fiscal year 2010 (the “Discharge Resolutions 2011”), and

GENTHERM IncShare Purchase Agreement (the “SPA”) Milbank, Tweed, Hadley & McCloy LLP Taunusanlage 15 60325 Frankfurt am Main, Germany (February 21st, 2013)
AerCap Holdings N.V.Letterhead of Milbank, Tweed, Hadley & McCloy LLP] January 26, 2010 (January 26th, 2010)

We have acted as special tax counsel to AerCap Holdings N.V. ("AerCap") in connection with the proposed amalgamation (the "Amalgamation") of AerCap International Bermuda Limited ("AerCap International") and Genesis Lease Limited ("Genesis") pursuant to the Agreement and Plan of Amalgamation dated as of September 17, 2009, by and among Genesis, AerCap and AerCap International (the "Agreement"), and the registration statement on Form F-4 under the Securities Act of 1933, as amended (the "Act"), originally filed by AerCap with the Securities and Exchange Commission (the "Commission") on October 6, 2009, as amended to date (the "Registration Statement"). Unless otherwise defined, capitalized terms used in this opinion have the meanings assigned to them in the Agreement.

AerCap Holdings N.V.Letterhead of Milbank, Tweed, Hadley & McCloy LLP] December 11, 2009 (December 11th, 2009)

We have acted as special tax counsel to AerCap Holdings N.V. ("AerCap") in connection with the proposed amalgamation (the "Amalgamation") of AerCap International Bermuda Limited ("AerCap International") and Genesis Lease Limited ("Genesis") pursuant to the Agreement and Plan of Amalgamation dated as of September 17, 2009, by and among Genesis, AerCap and AerCap International (the "Agreement"), and the registration statement on Form F-4 under the Securities Act of 1933, as amended (the "Act"), originally filed by AerCap with the Securities and Exchange Commission (the "Commission") on October 6, 2009, as amended to date (the "Registration Statement"). Unless otherwise defined, capitalized terms used in this opinion have the meanings assigned to them in the Agreement.

AerCap Holdings N.V.Letterhead of Milbank, Tweed, Hadley & McCloy LLP] November 18, 2009 (November 18th, 2009)

We have acted as special tax counsel to AerCap Holdings N.V. ("AerCap") in connection with the proposed amalgamation (the "Amalgamation") of AerCap International Bermuda Limited ("AerCap International") and Genesis Lease Limited ("Genesis") pursuant to the Agreement and Plan of Amalgamation dated as of September 17, 2009, by and among Genesis, AerCap and AerCap International (the "Agreement"), and the registration statement on Form F-4 under the Securities Act of 1933, as amended (the "Act"), originally filed by AerCap with the Securities and Exchange Commission (the "Commission") on October 6, 2009, as amended to date (the "Registration Statement"). Unless otherwise defined, capitalized terms used in this opinion have the meanings assigned to them in the Agreement.

DG FastChannel, IncMilbank, Tweed, Hadley & McCloy LLP Letterhead] (August 18th, 2008)

In connection with the proposed merger (the "Merger") of DG Acquisition Corp. VI. ("Merger Sub") with and into Enliven Marketing Technologies Corporation ("Enliven") pursuant to the Agreement and Plan of Merger dated as of May 7, 2008, by and among DG FastChannel, Inc. ("DG FastChannel"), Merger Sub, and Enliven (the "Agreement"), and the registration statement on Form S-4 under the Securities Act of 1933, as amended (the "Act"), originally filed by DG FastChannel with the Securities and Exchange Commission (the "Commission") on June 2, 2008, as amended to date (the "Registration Statement"), you have requested our opinion concerning statements respecting the tax treatment of the Merger to Enliven, Enliven stockholders and holders of warrants to purchase Enliven common stock in the Registration Statement under the caption "Material United States Federal Income Tax Consequences of the Merger."

Silicon Graphics IncGLOBAL SETTLEMENT AGREEMENT (June 27th, 2006)
Nutrition Headquarters (De), Inc.Milbank, Tweed, Hadley & McCloy LLP 1 Chase Manhattan Plaza New York, NY 10005-1413 (March 17th, 2006)

We have acted as special counsel to NBTY, Inc., a Delaware corporation (the "Company"), and each of the Guarantors listed in Schedule 1 to the Registration Rights Agreement referred to below (the "Guarantors", and together with the Company, the "Issuers") in connection with filing of a registration statement under the Securities Act of 1933, as amended, (the "Act") on Form S-4 with the Securities and Exchange Commission (the "Registration Statement"), of up to $200,000,000 in aggregate principal amount of 71/8% Senior Subordinated Notes due 2015 (the "Exchange Notes") of the Company, and the related guarantees of the Exchange Notes (the "Exchange Guarantees") by the Guarantors, to be issued in exchange for an equal aggregate principal amount of the Company's outstanding 71/8% Senior Subordinated Notes due 2015 (the "Outstanding Notes") and the related guarantees issued on September 23, 2005, pursuant to (i) the Indenture, dated as of September 23, 2005 (the "Indenture"), among the Issu

Chart Industries IncMortgage -------- (November 19th, 2003)
Liquid Audio IncMilbank, Tweed, Hadley & McCloy LLP Letterhead] September 5, 2002 (September 5th, 2002)

We have acted as counsel to Liquid Audio, Inc., a Delaware corporation ("Liquid Audio"), in connection with the acquisition by Liquid Audio of Alliance Entertainment Corp. ("Alliance"), pursuant to the Agreement and Plan of Merger, dated as of June 12, 2002, by and among Liquid Audio, Alliance and April Acquisition Corp., as amended by the Amended and Restated Agreement and Plan of Merger dated July 14, 2002 (the "Plan of Merger"). Capitalized terms used in this opinion and not otherwise defined have the meanings given them in the Plan of Merger.

Northeast Generation CoFORM OF MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (December 6th, 2001)
Talon Automotive Group IncLOCKUP AGREEMENT (July 13th, 2001)
Talon Automotive Group Inc1 EXHIBIT 99.1 LOCKUP AGREEMENT This Lockup Agreement ("Agreement"), dated as of May 30, 2001, is entered into by and among Talon Automotive Group, Inc., a Michigan corporation ("Talon"), VS Holdings, Inc., a Michigan corporation ("Holdings"), Veltri ... (June 14th, 2001)
Edison Mission EnergyINDENTURE OF TRUST, MORTGAGE AND SECURITY AGREEMENT (T1) (April 20th, 2001)
Metal Management IncRECITALS (November 27th, 2000)
Hallador Petroleum CoRECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Milbank, Tweed, Hadley & McCloy 601 South Figueroa Street, 30th Floor Los Angles, California 90017 Attention: David A. Lamb, Esq. SECOND AMENDMENT TO AMENDED DEED OF TRUST, MORTGAGE, SECURITY AGREEMENT, ... (August 14th, 1998)
Jackson National Life Insurance Co /MiEXHIBIT 4 JOINT PROSECUTION AGREEMENT This Agreement is dated as of the 21st day of August, 1997 by and among BUCYRUS INTERNATIONAL, INC. ("BI"), and JACKSON NATIONAL LIFE INSURANCE COMPANY ("JNL"), both for itself and in its capacity as a representative ... (August 27th, 1997)
Bucyrus International Inc1 EXHIBIT 9 JOINT PROSECUTION AGREEMENT This Agreement is dated as of the 21st day of August, 1997 by and among BUCYRUS INTERNATIONAL, INC. ("BI"), and JACKSON NATIONAL LIFE INSURANCE COMPANY ("JNL"), both for itself and in its capacity as a ... (August 26th, 1997)
First American Financial CorpAMENDMENT NO. 6 (August 14th, 1997)
Hershey Foods CorpPRICING AGREEMENT ----------------- Goldman, Sachs & Co., Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated, As Representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New ... (March 7th, 1997)
Brooke Group LTDAGREEMENT This AGREEMENT among New Valley Corporation, a New York corporation ("New Valley"), ALKI Corp., a Delaware corporation and a direct wholly owned subsidiary of New Valley ("NV Sub"), and High River Limited Partnership, a Delaware limited ... (March 11th, 1996)
Hershey Foods CorpPRICING AGREEMENT ----------------- Goldman, Sachs & Co., Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated, As Representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New ... (October 2nd, 1995)
West Texas Utilities CoINDEX TO EXHIBITS EXHIBIT TRANSMISSION NUMBER EXHIBIT METHOD ------- ------- ------------ (September 21st, 1995)