Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.

Effective on or before April 9, 2018, you will begin your employment with the Company as Senior Vice-President, General Counsel and Secretary, reporting directly to the Company's Chief Executive Officer (the “Effective Date”). You agree to perform such duties and services as the CEO or the Board may, from time to time, reasonably assign to you consistent with your position.

Contact from Class Counsel. Class Counsel, in their capacity as counsel to Settlement Class Members, may from time to time contact Settlement Class Members to provide information about the Settlement Agreement and to answer any questions Settlement Class members may have about the Settlement Agreement.

Company Counsel Legal Opinion. The Agent shall have received the opinion and negative assurance letter of Company Counsel required to be delivered pursuant to [Section 7(m)] on or before the date on which such delivery of such opinion and negative assurance letter are required pursuant to [Section 7(m)].

Agent Counsel Legal Opinion. Agent shall have received from [[Organization B:Organization]], counsel for the Agent, such opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to [Section 7(m)], with respect to such matters as the Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

Approval of Bank Counsel. All legal matters incidental to the effectiveness of this Amendment shall be satisfactory to Bank’s counsel.

Legal Opinions of Counsel. The Administrative Agent shall have received an opinion or opinions from inhouse counsel with respect to matters of South Dakota law and Faegre Baker Daniels LLP with respect to matters of New York and federal law, as counsel for the Loan Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent.

Consultation with Independent Counsel. The Parties hereto have each consulted with and been counseled by their own legal counsel and tax advisors, and are entering into this Agreement voluntarily and with full understanding of the meaning and legal effects of each provision contained in this Agreement. Snell and Wilmer L.L.P. has acted as legal counsel to [[Party:Organization]] and has not acted as legal counsel to any other Party. The Parties hereto and their respective legal counsel have been involved in the negotiation and drafting of this Agreement. In the event of any dispute regarding the interpretation of any provision of this Agreement, the Parties agree that this Agreement and the provisions hereof shall not be construed against any one Party as the drafter of this Agreement.

Corporate Documents; Proceedings, etc. 7374

HAMBLIN WATSA INVESTMENT COUNSEL LTD. a company incorporated in Canada and whose registered office is at 95 Wellington Street West, Suite 802, Toronto, Ontario, Canada, [[Unknown Identifier]] [[Unknown Identifier]] ("HWIC"); and