Excluded ILOC. Notwithstanding anything to the contrary contained herein, each [[Parties:Organization]]-District [[Organization F:Organization]] acknowledges and agrees that the ILOC does not secure the [[Parties:Organization]]-District Debt or such [[Parties:Organization]]-District [[Organization F:Organization]]’s share of the Pari Passu Debt. Each [[Parties:Organization]]-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 [[Parties:Organization]]-District [[Organization F:Organization]] shall # promptly amend its [[Parties:Organization]]-District Note Documents solely for the purpose of excluding the ILOC from any Collateral securing the [[Parties:Organization]]-District Debt and # file [[Identifier]] amendments with respect to all UCC financing statements on record in favor of such [[Parties:Organization]]-District [[Organization F:Organization]] in respect of the [[Parties:Organization]]-District Debt solely for the purpose of excluding and releasing the ILOC from the collateral description filed of record. Each [[Parties:Organization]]-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 [[Parties:Organization]]-District [[Organization F:Organization]] in respect of the [[Parties:Organization]]-District Debt (solely for the purpose of excluding and releasing the ILOC from the collateral description filed of record) upon the failure of such [[Parties:Organization]]-District [[Organization F:Organization]] to promptly file any such UCC-3 amendment prior to FIFTEEN # days after receipt by such [[Parties:Organization]]-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 [[Parties:Organization]]-District [[Organization F:Organization]] or by Aegis shall amend the collateral description of any UCC financing statement in favor of the [[Parties:Organization]]-District Creditors with respect to the [[Parties:Organization]]-District Debt filed of record 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 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 Liabilities. None of Purchaser or any other USI Company shall assume or be required to perform, pay or discharge any, and the Seller Parties shall remain unconditionally liable for all, of the Seller Parties’ debts, obligations, liabilities and commitments, known or unknown, including, without limitation, any and all # obligations of the Seller Parties under leases of the Office Equipment, # debts, obligations, liabilities or commitments to the extent arising out of the operation of the Seller Business or the ownership of the Acquired Assets on or prior to the Closing Date (including, but not limited to, any such liabilities or obligations of Seller for Taxes, any Taxes relating to the ownership or operation of the Acquired Assets on or prior to the Closing Date and any such debts, obligations, liabilities or commitments that may be imposed on Purchaser under a de facto merger, successor transferee, bulk sale or similar theory, absolute, contingent or otherwise), # any liabilities to the extent arising out of or attributable to any Excluded Asset, and # liabilities, if any, set forth on [Schedule 1.4], other than the Assumed Liabilities. All such debts, obligations, liabilities and commitments that are not Assumed Liabilities are referred to as “Excluded Liabilities.”

Excluded Liabilities. Purchaser shall not assume or be deemed to have assumed, and Sellers shall remain solely responsible following Closing for, any and all indebtedness, contract obligations and other liabilities of Sellers ("Excluded Liabilities").

Excluded Inventions. It is further agreed, and Employee is hereby so notified, that Section 6.3 does not apply to any invention for which no equipment, supplies, facility, or Confidential Information of the Company was used; which was developed entirely on Employee’s own time; and # which does not relate either to the Company’s businesses or actual or demonstrably anticipated research or development, or # which does not result from any work performed by Employee for the Company.

All minute books and corporate seals, stock books, Tax Returns and similar records of the Seller other than the Books and Records;

The Grantors shall from time to time at the request of Lender give written notice to Lender identifying in reasonable detail the Excluded Property (and stating in such notice that such Excluded Property constitutes “Excluded Property”) and shall provide to Lender such other information regarding the Excluded Property as Lender may reasonably request.

Property. The [[Organization A:Organization]] will maintain, preserve and keep its own and will cause its Subsidiaries to keep their principal plants and properties and every part thereof in good repair, working order and condition and from time to time make all needful and proper repairs, renewals, replacements, additions, betterments and improvements thereto so that at all times the efficiency thereof shall be fully preserved and maintained, except in each case when the failure to do so would not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.

Property. The property to be sold to Buyer in this transaction consists of an undivided 100% interest in the Property. Seller owns no interest in any personalty with respect to the Property.