Excluded ILOC. Notwithstanding anything to the contrary contained herein, each ​-District [[Organization F:Organization]] acknowledges and agrees that the ILOC does not secure the ​-District Debt or such ​-District [[Organization F:Organization]]’s share of the Pari Passu Debt. Each ​-District [[Organization F:Organization]] hereby irrevocably waives and releases all of its right, title and interest, if any, and all Liens, if any, that it may hold in or against the ILOC. Concurrently with the execution of this Agreement, each ​-District [[Organization F:Organization]] shall # promptly amend its ​-District Note Documents solely for the purpose of excluding the ILOC from any Collateral securing the ​-District Debt and # file ​ amendments with respect to all UCC financing statements on record in favor of such ​-District [[Organization F:Organization]] in respect of the ​-District Debt solely for the purpose of excluding and releasing the ILOC from the collateral description filed of record. Each ​-District [[Organization F:Organization]] hereby irrevocably authorizes, empowers and appoints Aegis as its agent and attorney-in-fact to execute, verify, deliver and file any UCC-3 amendment with respect to any UCC financing statement on record in favor of such ​-District [[Organization F:Organization]] in respect of the ​-District Debt (solely for the purpose of excluding and releasing the ILOC from the collateral description filed of record) upon the failure of such ​-District [[Organization F:Organization]] to promptly file any such UCC-3 amendment prior to FIFTEEN # days after receipt by such ​-District [[Organization F:Organization]] from Aegis of a written request to file any such UCC-3 amendment; provided that any UCC-3 amendment filed pursuant to this Section 6 by any ​-District [[Organization F:Organization]] or by Aegis shall amend the collateral description of any UCC financing statement in favor of the ​-District Creditors with respect to the ​-District Debt filed of record to read as follows:

Excluded Employees. Anything herein to the contrary notwithstanding, the parties acknowledge that the Company-Wide Shared Costs are not intended to cover the hotel division field-based employees of Saul Company or its subsidiaries.

Excluded Assets. Notwithstanding anything to the contrary contained in Section 1.1 or elsewhere in this Agreement, the following (collectively, the “Excluded Assets”) shall not be part of the sale and purchase contemplated hereunder:

Excluded Liabilities. Except as provided in [Section 1.3(b)], the Purchaser shall not assume, and shall have no liability for, any Liabilities of the Seller or any Seller Affiliate of any kind, character or description, whether accrued, absolute, contingent or otherwise, it being understood that the Purchaser is expressly disclaiming any express or implied assumption of any Liabilities other than the Assumed Liabilities, including # any accounts payable, # Liabilities of the Seller or any Seller Affiliate of any kind, character or description, whether accrued, absolute, contingent or otherwise to the extent relating to or arising out of the operation or conduct of the Business or the ownership of the Purchased Assets prior to the Closing (other than those Liabilities specified in [Section 1.3(b)(v)]); # any Liability of the Seller and any claims by any stockholder of the Seller arising out of or relating to the execution, delivery or performance of the Transactional Agreements, # any Liability of the Seller or any Seller Affiliate to the extent relating to or arising out of the Excluded Assets, including the Excluded Contracts, except Liabilities related to the Business Portion of any Shared Contract but only in the event they are assumed by Purchaser pursuant to [Section 1.7], # any Excluded Taxes, # the Seller Severance Liabilities, # any Liabilities relating to the Non-Designated Employees, whether arising before, on or after Closing, # any Liabilities relating to the Transferred Employees, including all wages, accrued bonuses, retention amounts, salaries and other compensation and employee benefits (including any severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the execution, delivery or performance of

Excluded Issuances. The rights of the Investors under this Article III shall not apply to:

Excluded Issuances. [Section 3.2(d)] of the Rights Agreement is hereby replaced in its entirety to read as follows:

Claims. Such Investor will, from and after the Certification Date, hold at least $1,000,000 in aggregate principal amount of Rights Offering Allowed Claims.

“Excluded Claims” has the meaning ascribed thereto in Section 3.7.

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, DIP Facility Claims, Professional Claims, and Priority Tax Claims have not been classified and thus are excluded from the Classes of Claims set forth in Article III of the Plan.

Excluded Action or Omissions. To Indemnify Indemnitee for Expenses resulting from acts, omissions or transactions for which Indemnitee is prohibited by applicable law from being Indemnified, as determined by a court of competent jurisdiction in a final adjudication (as to which all rights of appeal therefrom have been exhausted or lapsed); provided, however, that notwithstanding any limitation set forth in this [Section 9(a)] regarding the Company’s obligation to Indemnify Indemnitee, Indemnitee shall be entitled under Section 3 hereof to receive Expense Advances with respect to any such Claim unless and until a court having jurisdiction over the underlying Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited by applicable law from being Indemnified.