Legal Opinions of Counsel. The [[Administrative Agent:Organization]] shall have received an opinion or opinions (including, if requested by the [[Administrative Agent:Organization]], local counsel opinions) of counsel for the Loan Parties, dated as of the Third Amendment Effective Date and addressed to the [[Administrative Agent:Organization]] and the [[Parties:Organization]], in form and substance acceptable to the [[Administrative Agent:Organization]].

Advice to Seek Independent Counsel. The Participant is hereby advised in writing to consult with an attorney before entering into the covenants outlined in this Section 19. The Participant acknowledges that prior to acceptance of this Award Agreement, the Participant has been advised by the Corporation of the Participant's right to seek independent advice from an attorney of the Participant's own selection regarding this Award Agreement, including the restraints imposed upon the Participant pursuant to this Section 19. The Participant acknowledges that the Participant has entered into this Award Agreement knowingly and voluntarily and with full knowledge and understanding of the provisions of this Award Agreement after being given the opportunity to consult with counsel. The Participant further represents that in entering into this Award Agreement, the Participant is not relying on any statements or representations made by any of the Corporations' directors, officers, employees or agents which are not expressly set forth herein, and that the Participant is relying only upon the Participant's own judgment and any advice provided by the Participant's attorney. The Participant acknowledges he or she has been provided at minimum 14 calendar days to review the provisions contained herein.

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

The Corporation shall have the right, at its expense, to participate in or assume control of the negotiation, settlement or defence of any action, suit, proceeding, claim or investigation in which the Corporation has agreed to indemnify the Indemnified Party pursuant to this Agreement. In any such matter the Indemnified Party shall be entitled to retain other counsel to act on its behalf and, without limiting any other indemnification to which the Indemnified Party may be entitled, the fees and disbursements of such other counsel retained by the Indemnified Party shall be paid by the Corporation provided: # the employment of such counsel has been authorized by the Corporation; or # the Corporation has not assumed the defence and employed counsel therefor within a reasonable time after receiving notice of such action, suit, proceeding, claim or investigation; or # counsel retained by the Corporation or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate for any reason, including without limitation because there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Corporation or that there is a conflict of interest between the Corporation and the Indemnified Party (in either of which events the Corporation shall not have the right to assume control of the defence on the Indemnified Party’s behalf). No admission of liability shall be made by either party without the consent of the other party, which consent shall not be unreasonably withheld, and the Corporation shall not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its consent, which consent shall not be unreasonably withheld.

Right to Advice of Counsel. Executive acknowledges that she has consulted with counsel and is fully aware of her rights and obligations under this Agreement.

“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

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

#[[Participant:Organization]] hereby advises the Participant to consult with an attorney prior to signing this Agreement.

To employ suitable agents and counsel and to pay their reasonable expenses and compensation, and such agent or counsel may or may not be an agent or counsel for the Employer;