Excluded Participants. Notwithstanding any provision in this 31st Amendment to the contrary, the following Participants, and each of the following groups of Participants are excluded from participation in this Program:

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. Purchaser expressly understands and agrees that it is not purchasing or acquiring, and [[Organization A:Organization]] is not selling or assigning the following assets or properties of [[Organization A:Organization]], (the “Excluded Assets”):

Excluded Liabilities. Purchaser shall not assume and shall not be responsible to pay, perform or discharge any liabilities or obligations of [[Organization A:Organization]] 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.

Excluded Claims. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): # any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party or under applicable law; # any rights which are not waivable as a matter of law (such as claims for unemployment benefits or workers compensation); and # any claims for breach of this Agreement.

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:

Excluded ILOC. Notwithstanding anything to the contrary contained herein, each [[Parties:Organization]]-District Creditor and each 2024 Note Creditor acknowledges and agrees that the ILOC secures neither the [[Parties:Organization]]-District Debt or such [[Parties:Organization]]-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 [[Parties:Organization]]-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 [[Parties:Organization]]-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 [[Parties:Organization]]-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 [[Parties:Organization]]-District Creditor or of 2024 Note Creditor or by Aegis shall amend the collateral description of any UCC financing statement to read as follows:

Property. Smathers hereby represents and warrants to [[Company:Organization]] that by the Termination Date, he will return to [[Company:Organization]] all [[Company:Organization]] documents (and all copies thereof) and other [[Company:Organization]] property which he has had in his possession at any time, including, but not limited to, [[Company:Organization]] files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information, tangible property, credit cards, entry cards, identification badges and keys, laptops and phones; and any materials of any kind which contain or embody any proprietary or confidential information of [[Company:Organization]] (and all reproductions thereof) (“[[Company:Organization]] Property”).