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Section # Consultation with Experts. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

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Consultation with Counsel. Executive acknowledges # that he has been given the opportunity to consult with counsel of his own choice concerning this Agreement, and # that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based upon his own judgment with or without the advice of such counsel.

Right to Advice of Counsel/Compliance with Code Section 409A. The Executive acknowledges that he has consulted with counsel and/or tax advisors and is fully aware of his/her rights and obligations under this Agreement. Notwithstanding any provision in this Agreement to the contrary: # the relevant Employment Agreement

Executive Acknowledgement. Executive confirms and represents to the Company that he has had the opportunity to obtain the advice of legal counsel, financial and tax advisers, and such other professionals as he deems necessary for entering into this Agreement, and he has not relied upon the advice of the Company or the Company’s officers, directors, or employees.

Opinions of Counsel. Opinions of counsel to the Credit Parties addressed to the Administrative Agent and the Lenders with respect to the Credit Parties, the Loan Documents and such other matters as the Administrative Agent shall request (which such opinions shall expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders, subject to customary qualifications).

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Opinions of Counsel. A favorable opinion of Norton Rose Fulbright US LLP, legal counsel to Borrower and Guarantors, as to such matters as Administrative Agent may reasonably request, as to such matters as Administrative Agent may reasonably request;

Opinion of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, the Investor has the right to have any such opinion provided by its counsel. Investor also has the right to have any such opinion provided by Issuer's counsel.

Selection of Counsel. In the event the Company shall be obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, with legal counsel reasonably approved by the Indemnitee, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such legal counsel by the Indemnitee and the retention of such legal counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnitee with respect to the same Claim; provided that, # the Indemnitee shall have the right to employ the Indemnitee’s legal counsel in any such Claim at the Indemnitee’s expense; # the Indemnitee shall have the right to employ its own legal counsel in connection with any such proceeding, at the expense of the Company, if such legal counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially control or participate in the defense of such proceeding; and # if # the employment of legal counsel by the Indemnitee has been previously authorized by the Company, # the Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense, or # the Company shall not in fact continue to retain such legal counsel to defend such Claim, then the fees and expenses of the Indemnitee’s legal counsel shall be at the expense of the Company.

Company Counsel Opinion. The opinion and negative assurance letter of Waller Lansden Dortch & Davis, LLP, counsel to the Company and the Guarantors organized in Delaware and Tennessee, dated the Closing Date and addressed to the Initial Purchasers, substantially in the form of [Exhibit A-11]1]] attached hereto and # the opinion and negative assurance letter of Stephenson Harwood LLP, United Kingdom counsel to the Company, dated the Closing Date and addressed to the Initial Purchasers, substantially in the form of [Exhibit A-22]2]] attached hereto.

Local Counsel Opinions. The opinion of # Dover Dixon Horne PLLC, counsel to the Guarantors organized in Arkansas, # Lewis Roca Rothgerber Christie LLP, counsel to the Guarantors organized in Arizona and New Mexico, (c)Austin Stewart, Esq., counsel to the Guarantors organized in California, # Carlton Fields Jorden Burt, P.A., counsel to the Guarantors organized in Florida, # Sanders, Ranck & Skilling, P.C., counsel to the Guarantors organized in Georgia, # Frost Brown Todd LLC, counsel to the Guarantors organized in Indiana, Virginia and West Virginia, # Polsinelli PC, counsel to the Guarantors organized in Kansas, # Verrill Dana LLP, counsel to the Guarantors organized in Maine and Rhode Island, # Locke Lord LLP, counsel to the Guarantors organized in Massachusetts, # Jones Walker LLP, counsel to the Guarantors organized in Mississippi and Louisiana, # Husch Blackwell LLP, counsel to the Guarantors organized in Missouri, # Karell Dyre Haney PLLP, counsel to the Guarantors organized in Montana, # Ice Miller LLP, counsel to the Guarantors organized in Ohio, # McAfee & Taft A Professional Corporation, counsel to the Guarantors organized in Oklahoma, # Davis Wright Tremaine LLP, counsel to the Guarantors organized in Oregon, # Meyer, Unkovic & Scott LLP, counsel to the Guarantors organized in Pennsylvania, # Nelson Mullins Riley & Scarborough LLP, counsel to the Guarantors organized in South Carolina, # McGuire, Craddock & Strother, P.C., counsel to the Guarantors organized in Texas, # Holland & Hart LLP, counsel to the Guarantors organized in Utah, and # Lindquist & Vennum LLP, counsel to the Guarantors organized in Wisconsin, in each case, dated the Closing Date, addressed to the Initial Purchasers and in form and substance reasonably acceptable to the Initial Purchasers.

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