Tax Advisors. ​ has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. With respect to such matters, ​ relies solely on such advisors and not on any statements or representations of ​ or any of its agents, written or oral. ​ understands that it (and not ​) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

Financial Advisors. Except as set forth on [Section 4.20] of the Company Disclosure Schedule, no Person has acted, directly or indirectly, as a broker, finder, agent, investment banker or financial advisor for the Equity Holders, the Company or its Subsidiaries, and no Person other than those Persons set forth on [Section 4.20] of the Company Disclosure Schedule is entitled to any fee or commission or like payment from the Equity Holders, the Company or its Subsidiaries in connection with the Transaction.

Financial Advisors. No Person has acted, directly or indirectly, as a broker, finder, agent, investment banker or financial advisor for Purchaser, Merger Sub or their Affiliates and no Person is entitled to any fee or commission or like payment from Purchaser, Merger Sub or their Affiliates in connection with the Transaction.

Brokers and Financial Advisors. Other than Willis Towers Watson, no broker, finder or financial adviser has acted directly or indirectly as such for, or is entitled to any compensation from, the Ceding Company in connection with this Agreement, the Trust Agreement or the transactions contemplated hereby or thereby.

Brokers and Financial Advisors. No broker, finder or financial advisor has acted directly or indirectly as such for, or is entitled to any compensation from, the Reinsurer in connection with this Agreement, the Trust Agreement, or the transactions contemplated hereby and thereby.

Reliance Upon Own Advisors. With respect to the tax aspects of his Investment, he is relying solely upon the advice of his own personal tax advisors and upon his own knowledge with respect thereto. He is aware that any Federal Income Tax benefits which may be available to him may be lost through adoption of new laws or regulations, amendments to existing laws and regulations, or changes in the interpretation of existing laws and regulations.

Consultants and Other Advisors. In providing the Management Services, each Party may, subject to the prior written consent of the other Party, employ consultants and other advisors in addition to utilizing its own employees. The Management Services are intended to be generally comparable in type and quantity to that which a Party provided to the other Party, it affiliates and its businesses prior to the Distribution.

Consultation with Legal and Financial Advisors. By executing this Agreement, Executive acknowledges that this Agreement confers significant legal rights, and may also involve the waiver of rights under other agreements; that the Company has encouraged Executive to consult with Executive’s personal legal and financial advisors; and that Executive has had adequate time to consult with Executive’s advisors before executing this Agreement.

Consultation With Professional Tax and Investment Advisors. The holder of any Award granted hereunder acknowledges that the grant, exercise, vesting or any payment with respect to such an Award, and the sale or other disposition of the Shares acquired pursuant to the Plan, may have tax consequences pursuant to the Code or under local, state or international tax laws. Such a holder further acknowledges that such holder is relying solely and exclusively on the holder’s own professional tax and investment advisors with respect to any and all such matters (and is not relying, in any manner, on the Company or any of its employees or representatives). Finally, such a holder understands and agrees that any and all tax consequences resulting from the Award and its grant, exercise, vesting or any payment with respect thereto, and the sale or other disposition of the Shares acquired pursuant to the Plan, is solely and exclusively the responsibility of such holder without any expectation or understanding that the Company or any of its employees, representatives or Affiliates will pay or reimburse such holder for such taxes or other items.

“​ Advisors” means ​ Advisors, LLC, a Delaware limited liability company.

The Loan Parties shall use commercially reasonable efforts to provide the Creditor Advisors with any information reasonably requested by the Creditor Advisors in connection with such Creditor Advisors’ representation of the Forbearing ​.

"Approved Valuation Firm" means each of # Lincoln Partners Advisors LLC, # Valuation Research Corporation, # Duff & Phelps Corp., # Houlihan Lokey Financial Advisors, Inc., # Murray Devine Valuation Advisors and # any other nationally recognized accounting firm or valuation firm, in each case, approved by the Borrower and the Administrative Agent; provided that, prior to the Closing Date, the Borrower and the Administrative Agent shall designate Lincoln Partners Advisors LLC and Houlihan Lokey Financial Advisors, Inc. as initial Approved Valuation Firms.

For the purposes of this Agreement, “Representatives” means as to any person, its directors, officers, employees, agents and advisors (including, without limitation, financial advisors, attorneys and accountants) and debt and/or equity financing sources and their advisors.

ALIGHT FINANCIAL ADVISORS, LLC

Elliott Advisors (UK) Limited

Alignment Health Advisors, LLC

​ INVESTMENT ADVISORS, LLC

ASPEN CAPITAL ADVISORS, LLC