Opinion of General Counsel to the Borrower. The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the First Amendment and Restatement Effective Date) of Mark D. Nielsen, Esq., General Counsel to the Borrower, covering such matters relating to the Borrower and this Agreement as the Administrative Agent shall reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent).

Advice of Counsel; Time to Consider; Revocation. Consultant acknowledges the following:

“Opinion of Counsel” means a written opinion of counsel (who may be regular counsel to, or the general counsel or other inside counsel of, the Partnership or the General Partner or any of its Affiliates) acceptable to the General Partner or to such other person selecting such counsel or obtaining such opinion.

“Tax Opinion Counsel” means the Company’s counsel.

“Opinion of Counsel” shall mean a written opinion from legal counsel who is reasonably acceptable to the Administrative Agent. The counsel may be an employee of or counsel to Holdings or the Borrower or the Administrative Agent.

“Advisors” shall mean legal counsel (including foreign and local counsel, but excluding in-house counsel), auditors, engineers, accountants, consultants, appraisers or other advisors.

Consult with counsel, who may be counsel to the Company; and

Class Counsel and Defendants’ Counsel shall provide all information obtained through [Sections 4.1(c)-(d)])] to the Settlement Administrator.

#​ shall obtain and deliver to ​ an opinion from counsel (which counsel may be in house counsel for the Counterparty) for the Counterparty (upon which ​ and its successors and assigns may rely) which shall provide, in relevant part, that:

The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by ​’s counsel and ​’s counsel.