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

Independent Advisors. The Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. The Investor has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Shares.

Borrower Advisors. As of the Forbearance Sixth Amendment Effective Date, the Credit Parties (or, in the case of PWP, a special committee of the board of directors of Borrower (the “Committee”)) have retained each of the Borrower Advisors. The Credit Parties (or, in the case of PWP, the Committee) shall continue to retain each Borrower Advisor at all times on the terms and conditions as in effect as of the Forbearance Sixth Amendment Effective Date or any modifications thereto acceptable to Borrower and the Administrative Agent.

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.

Reliance on Advisors. The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which the Managing Member reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

. The Administrative Committee and the Investment Committee each will have the right to hire such professional assistants and consultants as it, in its sole discretion, deems necessary or advisable. To the extent that the costs for such assistants and advisors are not so paid by the Controlling Company, they will be paid at the direction of the Committee from the Trust Fund as an expense of the Trust Fund.

Limited Liability; Advisors. To the maximum extent permitted by law, no member of the Administrator shall be liable for any action taken or decision made in good faith relating to the Plan or any Award thereunder. The Administrator may employ counsel, consultants, accountants, appraisers, brokers or other persons. The Administrator, [[Organization A:Organization]], and the officers and directors of [[Organization A:Organization]] shall be entitled to rely upon the advice, opinions or valuations of any such persons.

Employment of Advisors. The Committee may select and employ attorneys, consultants, accountants and other advisors at the Company’s expense (and may determine the compensation thereof), and the Committee, the Company, and the officers and directors of the Company may rely upon the advice, opinions or valuations of the advisors employed.

is deemed necessary by counsel to the receiving Party to be disclosed to such Party’s outside attorneys, independent accountants or financial advisors for the sole purpose of enabling such attorneys, independent accountants or financial advisors to provide advice to the receiving Party, on the condition that such attorneys, independent accountants and financial advisors agree to be bound by the confidentiality and non-use obligations that are substantially the same as those contained in this Agreement; provided, however, that the term of confidentiality for such attorneys, independent accountants and financial advisors shall be no less than ten (10) years.

“AFA” means Aon Hewitt Financial Advisors LLC.