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

Representation by Legal Counsel. Each Party hereto represents that it has been represented by legal counsel in connection with this Agreement and acknowledges that it has participated in the drafting of this Agreement. In interpreting and applying the terms and provisions of this Agreement, the Parties agree that no presumption shall exist or be implied against the Party that drafted such terms and provisions.

Opinion(s) of Counsel. The Administrative Agent shall have received a favorable opinion of counsel to the Borrower addressed to the Administrative Agent and the [[Organization A:Organization]] with respect to the Borrower and the Loan Documents, reasonably satisfactory in form and substance to the Administrative Agent.

Initial Purchasers Counsel Opinion. An opinion and negative assurance letter, dated the Closing Date, of Davis Polk & Wardwell LLP, counsel to the Initial Purchasers, in form satisfactory to the Initial Purchasers covering such matters as are customarily covered in such opinions.

Reliance on Documents; Counsel. The Administrative Agent shall be entitled to rely upon any notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Administrative Agent, which counsel may be employees of the Administrative Agent.

Company Counsel Legal Opinion. Cowen shall have received the opinion of Company Counsel required to be delivered pursuant to Section 8(m) on or before the date on which such delivery of such opinion is required pursuant to Section 8(m).

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.