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Opinion of Counsel to the Borrower. A favorable written opinion (addressed to the Administrative Agent and the [[Consenting Lenders:Organization]] and dated the Original Effective Date) of Skadden, Arps, Slate, Meagher & Flom LLP, New York counsel for the Borrower, in form and substance reasonably acceptable to the Administrative Agent (and the Borrower hereby instructs such counsel to deliver such opinion to the [[Consenting Lenders:Organization]] and the Administrative Agent).

Opinion of Counsel to the Borrower. A favorable written opinion (addressed to theLegal Opinions. The Administrative Agent andshall have received the [[Consenting Lenders:Organization]] and dated the Original Effective Date)legal opinion of Skadden, Arps, Slate, Meagher & FlomFlom, LLP, New York counsel forto the Borrower,Borrower and its Restricted Subsidiaries, in form and substance reasonably acceptable to the Administrative Agent (and the Borrower hereby instructs such counsel to deliver such opinion to the [[Consenting Lenders:Organization]] and the Administrative Agent).Agent.

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