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The Committee (or an individual member thereof) may consult with legal counsel, who may be counsel for the Employer or other counsel, with respect to its obligations or duties hereunder, or with respect to any action, proceeding or question at law, and shall not be liable with respect to any action taken or omitted, in good faith, pursuant to the advice of such counsel.

The Committee (or an individual member thereof) may consult with legal counsel, who may be counsel forto the Employer or other counsel, with respect to its obligations or duties hereunder, or with respect to any action, proceeding or question at law,Company, and shall not be liable with respect toincur any liability for any action taken or omitted, in good faith, pursuant tofaith in reliance upon the advice of such counsel.

Legal Opinions. The Committee (or an individual member thereof) may consult with legal counsel, who may be counsel for the EmployerCompany or other counsel, with respect to its obligations orand duties hereunder,under the Plan, or with respect to any action, proceedingproceeding, or question atany questions of law, and shall not be liable with respect to any action takentaken, or omitted, by it in good faith,faith pursuant to the advice of such counsel.

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