Common use of Acknowledgments; Obligations Several Clause in Contracts

Acknowledgments; Obligations Several. Notwithstanding that this Agreement is being executed by multiple Consenting Parties, the obligations of the Consenting Parties under this Agreement are several and neither joint nor joint and several. No Consenting Party shall be responsible in any way for the performance of the obligations or any breach of any other Consenting Party under this Agreement, and nothing contained herein, and no action taken by any Consenting Party pursuant hereto shall be deemed to constitute the Consenting Party as a partnership, an association or joint venture of any kind, or create a presumption that the Consenting Parties are in any way acting other than in their individual capacities. None of the Consenting Parties shall have any fiduciary duty or other duties or responsibilities in any kind or form to each other, the Company Parties or any of the Company’s other lenders, noteholders or stakeholders as a result of this Agreement or the transactions contemplated hereby. Each Consenting Party (a) the Transactions described herein are arm’s-length commercial transactions between the Company and the Company’s Affiliates and each Consenting Party, (b) it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, (c) it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions contemplated hereby, and (d) the Consenting Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from the other Consenting Parties, the Company’s and those of the Company’s Affiliates or the Affiliates of other Consenting Parties, and the Consenting Parties have no obligation to disclose any of such interests to any other Consenting Party, the Company, the Company’s Affiliates of the Affiliates of other Consenting Parties. Each Consenting Party acknowledges that it has, independently and without reliance upon any other Consenting Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and that it has not relied on the credit analysis and decision or due diligence investigation of any other Consenting Party. No securities of the Company are being offered or sold hereby and this Agreement neither constitutes an offer to sell nor a solicitation of an offer to buy any securities of the Company. The Consenting Parties are not intended to be, and shall not be deemed to be, a “Group” for purposes of Section 13(d) of the Exchange Act.

Acknowledgments; Obligations Several. This Agreement is not and shall not be deemed to be a solicitation for the Exchange Offer. Notwithstanding that this Agreement is being executed by multiple Consenting PartiesSupporting Noteholders, the obligations of the Consenting Parties Supporting Noteholders under this Agreement are several and neither joint nor joint and several. No Consenting Party Supporting Noteholder shall be responsible in any way for the performance of the obligations or any breach of any other Consenting Party Supporting Noteholder under this Agreement, and nothing contained herein, and no action taken by any Consenting Party Supporting Noteholder pursuant hereto shall be deemed to constitute the Consenting Party Supporting Noteholders as a partnership, an association or joint venture of any kind, or create a presumption that the Consenting Parties Supporting Noteholders are in any way acting other than in their individual capacities. None of the Consenting Parties Supporting Noteholders shall have any fiduciary duty or other duties or responsibilities in any kind or form to each other, the Company Parties or any of the Company’s other lenders, noteholders or stakeholders as a result of this Agreement or the transactions contemplated hereby. Each Consenting Party (a) the Transactions described herein are arm’s-length commercial transactions between the Company and the CompanySupporting Noteholder acknowledges that no other Supporting Noteholder will be acting as agent of such Supporting Noteholders in connection with monitoring such Supporting Noteholder’s Affiliates and each Consenting Party, (b) it has consulted investment or enforcing its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, (c) it is capable of evaluating, and understands and acceptsrights under this Agreement, the termsDefinitive Documents, risks and conditions or any the other transaction documents to be entered into in connection with the consummation of the Transactions contemplated hereby, and (d) the Consenting Parties and their respective Affiliates may Transactions. Neither any Restricted Noteholder nor any Restricted Claim shall be engaged in a broad range of transactions that involve interests that differ from the other Consenting Parties, the Company’s and those of the Company’s Affiliates subject to or the Affiliates of other Consenting Parties, and the Consenting Parties have no obligation to disclose any of such interests to any other Consenting Party, the Company, the Company’s Affiliates of the Affiliates of other Consenting Parties. Each Consenting Party acknowledges that it has, independently and without reliance upon any other Consenting Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into bound by this Agreement and that it has not relied on the credit analysis and decision no Noteholder shall have any obligations or due diligence investigation of be deemed to have made any other Consenting Partyrepresentations, warranties, covenants or agreements in this Agreement with respect thereto. No securities of the Company are being offered or sold hereby and this Agreement neither constitutes an offer to sell nor a solicitation of an offer to buy any securities of the Company. The Consenting Parties are not intended to be, and shall not be deemed to be, a “Group” for purposes of Section 13(d) of the Exchange Act.

Acknowledgments; Obligations Several. Notwithstanding that this Agreement is being executed by multiple Consenting PartiesTerm Lenders, the obligations of the Consenting Parties Term Lenders under this Agreement are several and neither joint nor joint and several. No Consenting Party Term Lender shall be responsible in any way for the performance of the obligations or any breach of any other Consenting Party Term Lender under this Agreement, and nothing contained herein, and no action taken by any Consenting Party Term Lender pursuant hereto hereto, shall be deemed to constitute the Consenting Party Term Lenders as a partnership, an association association, or a joint venture of any kind, or create a presumption that the Consenting Parties Term Lenders are in any way acting other than in their individual capacities. None of the Consenting Parties Term Lenders shall have any fiduciary duty or other duties or responsibilities in of any kind or form to each other, the Company Parties Parties, or any of the Company’s other lenders, noteholders lenders or stakeholders as a result of this Agreement or the transactions Transactions contemplated hereby. Each Consenting Party Term Lender acknowledges that no other Consenting Term Lender will be acting as an agent of such Consenting Term Lender in connection with monitoring such Consenting Term Lender’s investment or enforcing its rights under this Agreement, the Definitive Documents, or any other documents to be entered into in connection with the consummation of the Transactions. Each Consenting Term Lender acknowledges to each other Consenting Term Lender and to each of the Company Parties (including to any Person acting on behalf of any of the Company Parties, including any financial or other advisor of any of the foregoing) that: (a) the Transactions described herein are arm’s-length commercial transactions between the Company and the Company’s Affiliates and each Consenting Party, Term Lender; (b) it has consulted its own legal, accounting, regulatory regulatory, and tax advisors to the extent it has deemed appropriate, ; (c) it has the requisite knowledge and experience in financial and business matters so that it is capable of evaluating, and understands and accepts, the terms, merits, risks and conditions of the Transactions contemplated hereby, including of the securities to be acquired by it pursuant to such Transactions, and has had such opportunity as it has deemed adequate to obtain such information as is necessary to permit such Party to evaluate the terms, merits, risks and conditions of the Transactions contemplated hereby and of the securities to be acquired by it pursuant to such Transactions; and (d) the Consenting Parties #99449566v26 Term Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the other Consenting PartiesTerm Lenders, the Company’s , and those of the Company’s Affiliates or the Affiliates of the other Consenting PartiesTerm Lenders, and the Consenting Parties Term Lenders have no obligation to disclose any of such interests to any other Consenting PartyTerm Lender, the Company, the Company’s Affiliates of Affiliates, or the Affiliates of any other Consenting PartiesTerm Lender. Each Consenting Party Term Lender further acknowledges for the benefit of each of the Company Parties (including for the benefit of any Person acting on behalf of any of the Company Parties, including any financial, legal or other advisor of any of the foregoing) that it has, independently and without reliance upon any statement, representation or warranty made by any Party or Person (or any such other Consenting Party Party’s or Person’s financial, legal or other advisors or representatives), other than those expressly contained in this Agreement, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and that it has not relied on the credit analysis and decision or due diligence investigation of any other Consenting Party or Person (or any such other Party’s or Person’s financial, legal or other advisors or representatives). No securities of the Company are being offered or sold hereby hereby, and this Agreement neither constitutes an offer to sell nor a solicitation of an offer to buy any securities of the Company. The Consenting Parties Term Lenders are not intended to be, and shall not be deemed to be, a “Group” for purposes of Section 13(d) of the Exchange Act.

Acknowledgments; Obligations Several. Notwithstanding that this Agreement is being executed by multiple Consenting Parties, the obligations of the Consenting Parties under this Agreement are several and neither joint nor joint and several. No Consenting Party shall be responsible in any way for the performance of the obligations or any breach of any other Consenting Party under this Agreement, and nothing contained herein, and no action taken by any Consenting Party pursuant hereto shall be deemed to constitute the Consenting Party as a partnership, an association or joint venture of any kind, or create a presumption that the Consenting Parties are in any way acting other than in their individual capacities. None of the Consenting Parties shall have any fiduciary duty or other duties or responsibilities in any kind or form to each other, the Company Parties or any of the Company’s other lenders, noteholders or stakeholders as a result of this Agreement or the transactions contemplated hereby. Each Consenting Party acknowledges that no other Consenting Party will be acting as agent of such Consenting Party in connection with monitoring such Consenting Party ’s investment or enforcing its rights under this Agreement, the Definitive Documents, or any other documents to be entered into in connection with the consummation of the Transactions. Each Consenting Party acknowledges, and acknowledges its Affiliates’ understanding, to each other Consenting Party, that: (a) the Transactions described herein are arm’s-length commercial transactions between the Company and the Company’s Affiliates and each Consenting Party, (b) it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, (c) it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions contemplated hereby, and (d) the Consenting Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from the other Consenting Parties, the Company’s and those of the Company’s Affiliates or the Affiliates of other Consenting Parties, and the Consenting Parties have no obligation to disclose any of such interests to any other Consenting Party, the Company, the Company’s Affiliates of Party or the Affiliates of other Consenting Parties. Each Consenting Party acknowledges that it has, independently and without reliance upon any other Consenting Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and that it has not relied on the credit analysis and decision or due diligence investigation of any other Consenting Party. No securities The Consenting Parties have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any shares of common stock or other capital stock of the Company are being offered or sold hereby and this Agreement neither constitutes an offer to sell nor a solicitation of an offer to buy any securities of the Company. The Consenting Parties are not intended to be, and shall not be deemed to be, a “Group” for purposes of Section 13(d) of the Exchange Act.

Acknowledgments; Obligations Several. Notwithstanding that this Agreement is being executed by multiple Consenting PartiesCreditors, the obligations of the Consenting Parties Creditors under this Agreement are several and neither joint nor joint and several. No Consenting Party Creditor shall be responsible in any way for the performance of the obligations or any breach of any other Consenting Party Creditor under this Agreement, and nothing contained herein, herein and no action taken by any Consenting Party Creditor pursuant hereto shall be deemed to constitute the Consenting Party Creditors as a partnership, an association or a joint venture of any kind, or to create a presumption that (i) the Consenting Parties Creditors are in any way acting other than in their individual capacitiescapacities or (ii) any Consenting Creditor is in any way acting in concert or as a member of a “group” with any other Consenting Creditor within the meaning of Rule 13d-5 under the Exchange Act. None of the Consenting Parties Creditors shall have any fiduciary duty or other duties or responsibilities in any kind or form to each other, the Company Parties or any of the Company’s other lenders, noteholders or stakeholders as a result of this Agreement or the transactions contemplated hereby. Each Consenting Party Creditor acknowledges that no other Consenting Creditor will be acting as agent of such Consenting Creditor in connection with monitoring such Consenting Creditor’s investment or enforcing its rights under this Agreement, the Definitive Documents, or any other documents to be entered into in connection with the consummation of the Transactions. Each Consenting Creditor acknowledges to each other Consenting Creditor, that: (a) the Transactions described herein are arm’s-length commercial transactions between the Company Parties and the Company’s Company Parties’ Affiliates and each Consenting Party, Creditor; (b) it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, ; (c) it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions contemplated hereby, and ; (d) the Consenting Parties Creditors and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the other Consenting Creditors, the Company Parties, and the Company’s and those of the Company’s Company Parties’ Affiliates or the Affiliates of other Consenting PartiesCreditors, and the Consenting Parties Creditors have no obligation to disclose any of such interests to any other Consenting Party, the Company, the Company’s Affiliates of Creditor or the Affiliates of other Consenting PartiesCreditors; and (e) it is not an insider of the Company. Each Consenting Party Creditor acknowledges that it has, independently and without reliance upon any other Consenting Party Creditor and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and that it has not relied on the credit analysis and decision or due diligence investigation of any other Consenting PartyCreditor. No securities The Consenting Creditors have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any shares of common stock or other capital stock of the Company are being offered or sold hereby and this Agreement neither constitutes an offer to sell nor a solicitation of an offer to buy any securities of the Company. The Consenting Parties are not intended to be, and shall not constitute, or be presumed or deemed to be, a “Groupgroup” for purposes of Section 13(d) of the Exchange Act. All rights under this Agreement are separately granted to each Consenting Creditor by the Company Parties and vice versa, and the use of a single document is for the convenience of the Company Parties. The decision to commit to enter into the transactions contemplated by this Agreement has been made independently.

Acknowledgments; Obligations Several. Notwithstanding that this Agreement is being executed by multiple Consenting Exchanging Parties, the obligations of the Consenting Exchanging Parties under this Agreement are several and neither joint nor joint and several. No Consenting Party shall be responsible in any way for the performance of the obligations or any breach of any other Consenting Party under this Agreement, and nothing contained herein, and no action taken by any Consenting Party pursuant hereto shall be deemed to constitute the Consenting Party as a partnership, an association or joint venture of any kind, or create a presumption that the Consenting Parties are in any way acting other than in their individual capacities. None of the Consenting Exchanging Parties shall have any fiduciary duty or other duties or responsibilities in any kind or form to each other, the Company Parties other or any of the Company’s other lenders, noteholders or stakeholders as a result of this Agreement or the transactions contemplated hereby. Each Consenting Exchanging Party acknowledges that no other Exchanging Party will be acting as agent of such Exchanging Party in connection with monitoring such Exchanging Party ’s investment or enforcing its rights under this Agreement, the Definitive Documents, or any other documents to be entered into in connection with the consummation of the Transactions. Each Exchanging Party acknowledges that: (a) the Transactions described herein are arm’s-length commercial transactions between the Company and the Company’s Affiliates Affiliates, on the one hand, and each Consenting Exchanging Party, on the other hand, (b) it has consulted its own legal, accounting, regulatory and tax advisors to the extent that it has deemed appropriate, (c) it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions contemplated hereby, and (d) the Consenting Exchanging Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the other Consenting Exchanging Parties, the Company’s Company and those of the Company’s Affiliates or the Affiliates of other Consenting Exchanging Parties, and the Consenting Exchanging Parties have no obligation to disclose any of such interests to any other Consenting Party, the Company, the Company’s Affiliates of Exchanging Party or the Affiliates of other Consenting Exchanging Parties. Each Consenting Exchanging Party acknowledges that it has, independently and without reliance upon any other Consenting Exchanging Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and that it has not relied on the credit analysis and decision or due diligence investigation of any other Consenting Exchanging Party. No securities The Exchanging Parties have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any Common Shares or other capital stock of the Company are being offered or sold hereby and this Agreement neither constitutes an offer to sell nor a solicitation of an offer to buy any securities of the Company. The Consenting Parties are not intended to be, and shall not be deemed to be, a “Group” for purposes of Section 13(d) of the Exchange Act.

Acknowledgments; Obligations Several. Notwithstanding that this Agreement is being executed by multiple Consenting PartiesStakeholders, the obligations of the Consenting Parties Stakeholders under this Agreement are several and neither joint nor joint and several. No Consenting Party Stakeholder shall be responsible in any way for the performance of the obligations or any breach of any other Consenting Party Stakeholder under this Agreement, and nothing contained herein, herein and no action taken by any Consenting Party Stakeholder pursuant hereto shall be deemed to constitute the Consenting Party Stakeholders as a partnership, an association association, or a joint venture of any kind, or to create a presumption that the Consenting Parties Stakeholders are in any way acting other than in their individual capacities. None of the Consenting Parties Stakeholders shall have any fiduciary duty or other duties or responsibilities in any kind or form to each other, the Company Parties Parties, or any of the Company’s Company Parties’ other lenders, noteholders noteholders, or stakeholders as a result of this Agreement or the transactions contemplated hereby. Each Consenting Party Stakeholder acknowledges that no other Consenting Stakeholder will be acting as agent of such Consenting Stakeholder in connection with monitoring such Consenting Stakeholder’s investment or enforcing its rights under this Agreement, the Definitive Documents, or any other documents to be entered into in connection with the consummation of the Transactions. Each Consenting Stakeholder acknowledges to each other Consenting Stakeholder, that: (a) the Transactions described herein are arm’s-length commercial transactions between the Company Parties and the Company’s Company Parties’ Affiliates and each Consenting Party, Stakeholder; (b) it has consulted its own legal, accounting, regulatory regulatory, and tax advisors to the extent it has deemed appropriate, ; (c) it is capable of evaluating, and understands and accepts, the terms, risks risks, and conditions of the Transactions contemplated hereby, ; and (d) the Consenting Parties Stakeholders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the other Consenting Stakeholders, the Company Parties, and the Company’s and those of the Company’s Affiliates Company Parties’ Affiliates, or the Affiliates of other Consenting PartiesStakeholders, and the Consenting Parties Stakeholders have no obligation to disclose any of such interests to any other Consenting Party, the Company, the Company’s Affiliates of Stakeholder or the Affiliates of other Consenting PartiesStakeholders. Each Consenting Party Stakeholder acknowledges that it has, independently and without reliance upon any other Consenting Party Stakeholder and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and that it has not relied on the credit analysis and decision or due diligence investigation of any other Consenting PartyStakeholder. No securities All rights under this Agreement are separately granted to each Consenting Stakeholder by the Company Parties and vice versa, and the use of a single document is for the convenience of the Company are being offered or sold hereby and Parties. The decision to commit to enter into the transactions contemplated by this Agreement neither constitutes an offer to sell nor a solicitation of an offer to buy any securities of the Company. The Consenting Parties are not intended to be, and shall not be deemed to be, a “Group” for purposes of Section 13(d) of the Exchange Acthas been made independently.

Acknowledgments; Obligations Several. Notwithstanding that this Agreement is being executed by multiple Consenting PartiesTerm Lenders, the obligations of the Consenting Parties Term Lenders under this Agreement are several and neither joint nor joint and several. No Consenting Party Term Lender shall be responsible in any way for the performance of the obligations or any breach of any other Consenting Party Term Lender under this Agreement, and nothing contained herein, and no action taken by any Consenting Party Term Lender pursuant hereto hereto, shall be deemed to constitute the Consenting Party Term Lenders as a partnership, an association association, or a joint venture of any kind, or create a presumption that the Consenting Parties Term Lenders are in any way acting other than in their individual capacities. None of the Consenting Parties Term Lenders shall have any fiduciary duty or other duties or responsibilities in of any kind or form to each other, the Company Parties Parties, or any of the Company’s other lenders, noteholders lenders or stakeholders as a result of this Agreement or the transactions Transactions contemplated hereby. Each Consenting PartyTerm Lender acknowledges that no other Consenting (a) the Transactions described herein are arm’s-length commercial transactions between the Company and the Company’s Affiliates and each Consenting Party, Term Lender; (b) it has consulted its own legal, accounting, regulatory regulatory, and tax advisors to the extent it has deemed appropriate, ; (c) it has the requisite knowledge and experience in financial and business matters so that it is capable of evaluating, and understands and accepts, the terms, merits, risks and conditions of the Transactions contemplated hereby, including of the securities to be acquired by it pursuant to such Transactions, and has had such opportunity as it has deemed adequate to obtain such information as is necessary to permit such Party to evaluate the terms, merits, risks and conditions of the Transactions contemplated hereby and of the securities to be acquired by it pursuant to such Transactions; and (d) the Consenting Parties Term Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the other Consenting PartiesTerm Lenders, the Company’s , and those of the Company’s Affiliates or the Affiliates of the other Consenting PartiesTerm Lenders, and the Consenting Parties Term Lenders have no obligation to disclose any of such interests to any other Consenting PartyTerm Lender, the Company, the Company’s Affiliates of Affiliates, or the Affiliates of any other Consenting PartiesTerm Lender. Each Consenting Party Term Lender further acknowledges for the benefit of each of the Company Parties (including for the benefit of any Person acting on behalf of any of the Company Parties, including any financial, legal or other advisor of any of the foregoing) that it has, independently and without reliance upon any statement, representation or warranty made by any Party or Person (or any such other Consenting Party Party’s or Person’s financial, legal or other advisors or representatives), other than those expressly contained in this Agreement, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and that it has not relied on the credit analysis and decision or due diligence investigation of any other Consenting Party or Person (or any such other Party’s or Person’s financial, legal or other advisors or representatives). No securities of the Company are being offered or sold hereby hereby, and this Agreement neither constitutes an offer to sell nor a solicitation of an offer to buy any securities of the Company. The Consenting Parties Term Lenders are not intended to be, and shall not be deemed to be, a “Group” for purposes of Section 13(d) of the Exchange Act.

Acknowledgments; Obligations Several. Notwithstanding that this Agreement is being executed by multiple Consenting Parties, the obligations of the Consenting Parties under this Agreement are several and neither joint nor joint and several. No Consenting Party shall be responsible in any way for the performance of the obligations or any breach of any other Consenting Party under this Agreement, and nothing contained herein, and no action taken by any Consenting Party pursuant hereto shall be deemed to constitute the Consenting Party as a partnership, an association or joint venture of any kind, or create a presumption that the Consenting Parties are in any way acting other than in their individual capacities. None of the Consenting Parties shall have any fiduciary duty or other duties or responsibilities in any kind or form to each other, the Company Parties or any of the Company’s other lenders, noteholders or stakeholders as a result of this Agreement or the transactions contemplated hereby. Each Consenting Party acknowledges that no other Consenting Party will be acting as agent of such Consenting Party in connection with monitoring such Consenting Party ’s investment or enforcing its rights under this Agreement, the Definitive Documents, or any other documents to be entered into in connection with the consummation of the Transactions. Each Consenting Party acknowledges to each other Consenting Party that: (a) the Transactions described herein are arm’s-length commercial transactions between the Company and the Company’s Affiliates and each Consenting Party, (b) it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, (c) it is capable of evaluating, and understands and accepts, the terms, risks and conditions of the Transactions contemplated hereby, and (d) the Consenting Parties and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from the other Consenting Parties, the Company’s and those of the Company’s Affiliates or the Affiliates of other Consenting Parties, and the Consenting Parties have no obligation to disclose any of such interests to any other Consenting Party, the Company, the Company’s Affiliates of Party or the Affiliates of other Consenting Parties. Each Consenting Party acknowledges that it has, independently and without reliance upon any other Consenting Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and that it has not relied on the credit analysis and decision or due diligence investigation of any other Consenting Party. No securities The Consenting Parties have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any shares of common stock or other capital stock of the Company are being offered or sold hereby and this Agreement neither constitutes an offer to sell nor a solicitation of an offer to buy any securities of the Company. The Consenting Parties are not intended to be, and shall not be deemed to be, a “Group” for purposes of Section 13(d) of the Exchange Act.