Equity Issuance. Promptly upon receipt by the Borrower of any Equity Issuance Proceeds, the Borrower shall prepay the Borrowings in an aggregate principal amount equal to no less than 50% of such Equity Issuance Proceeds; provided, however, that, unless otherwise agreed to by the Borrower, no prepayment shall be required to be made in respect of a receipt of any Equity Issuance Proceeds if the Total Leverage Ratio as of the end of the fiscal quarter most recently ended prior to such receipt is less than 2.25 to 1.00.

Excluded. This release and waiver does not apply to # claims for unemployment or worker’s compensation benefits; # any vested rights under Company pension and savings plans (401k); # claims for benefits or reimbursement under any health and welfare benefit plans (medical, dental and vision) under the terms of such plans; # claims for vested balances and payments under non-qualified deferred compensation plans; # claims for potential indemnification pursuant to applicable Company By-Laws; # any rights of the Employee under the Company’s directors and officers liability insurance; and # claims which controlling law clearly holds cannot be waived or released by private agreement.

Issue, sell, transfer, pledge or otherwise dispose of any shares of Capital Stock or other equity or ownership interests (“Equity Interests”) in any Subsidiary, except # in connection with the sale of all of the Capital Stock of a Subsidiary pursuant to a transaction permitted by [[Section 8.04(b), (b)])]])] the issuance, sale or transfer of Equity Interests by a Subsidiary (the “Issuing Subsidiary”) to a Credit Party or a Subsidiary of a Credit Party that owns such Issuing Subsidiary, # as needed to qualify directors under applicable law and # in the case of ​ Canada Limited, a Nova Scotia corporation, or any Subsidiary thereof, the issuance of any Equity Interests of ​ Canada Limited or any Subsidiary thereof to employees thereof pursuant to an employee stock purchase plan.

Excluded Assets. Except for the TFF Assets, the Company shall not acquire, and the Contributor shall retain, all remaining assets of the Contributor.

Excluded Liabilities. Other than the Assumed Liabilities, the Company shall not assume any liabilities or obligations of the Contributor of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created.

Excluded Transferees. Notwithstanding anything to the contrary in any Transaction Document, the Purchaser shall not, directly or indirectly, sell, transfer or assign any Series C Preferred Units to any Person (or any Affiliate of such Person) listed on [Schedule 2] hereto.

Excluded ILOC. Notwithstanding anything to the contrary contained herein, each ​-District Creditor and each 2024 Note Creditor acknowledges and agrees that the ILOC secures neither the ​-District Debt or such ​-District Creditor’s share of the Pari Passu Debt or the 2024 Debt or such 2024 Note Creditor’s share of the Pari Passu Debt. Each ​-District Creditor and 2024 Note Creditor 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. Each ​-District Creditor and 2024 Note Creditor 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 Creditor or 2024 Note Creditor (solely for the purpose of excluding and releasing the ILOC from the collateral description filed of record) upon the failure of such Pari Passu Creditor to promptly file any such UCC-3 amendment prior to FIFTEEN # days after receipt by such Pari Passu Creditor from Aegis of a written request to file any such UCC-3 amendment; provided that any UCC-3 amendment filed pursuant to this [Section 7] by any ​-District Creditor or of 2024 Note Creditor or by Aegis shall amend the collateral description of any UCC financing statement to read as follows:

Excluded Collateral. Notwithstanding anything to the contrary contained herein, as and to the extent provided in this [Section 2.3], the Collateral shall not include, and the Lien of this Agreement and any other Collateral Documents shall not attach to, the following:

Excluded Liabilities. Purchaser shall not assume and shall not be responsible to pay, perform or discharge any liabilities or obligations of ​ other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitation:

Excluded Claims. Notwithstanding anything to the contrary in this Agreement, the waiver and release contained in this Agreement shall exclude awards to Executive from or by a government agency for providing information, as well as any rights or claims that # may arise after the date on which Executive executes this Agreement; or # cannot be released under applicable law (such as worker’s compensation and unemployment insurance claims). In addition, the Parties agree that this Agreement shall not adversely affect, alter, or extinguish any vested right that Executive may have with respect to any pension or other retirement benefits to which Executive is or will be entitled by virtue of Executive’s employment with the Company, and nothing in this Agreement shall prohibit Executive from enforcing such rights. Moreover, nothing in this Agreement shall prevent or preclude Executive from challenging in good faith the validity of this Agreement, nor does it impose any conditions precedent, penalties, or costs for doing so, unless specifically authorized by applicable law.