Exclusions from Indemnification. The right to indemnification in [Section 7(a)] does not include any liability or expense relating to a matter in which the CEO is finally adjudged to have breached or failed to perform a duty that CEO owes to the USPB Entities and the breach or failure to perform constitutes any of the following: # a willful failure to deal fairly with the USPB Entities, or USPB or its members in connection with a matter in which the CEO has a material conflict of interest; # a violation of the criminal law, unless the CEO had reasonable cause to believe that CEO's conduct was lawful or no reasonable cause to believe that CEO's conduct was unlawful; # a transaction from which the CEO derived an improper personal profit; or # willful misconduct. Determination of whether the CEO is entitled to the indemnification provided for above shall be made as provided in the Delaware Limited Liability Company Act.

Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:

Exclusions from Clawback. This Section does not apply to restatements that the Audit Committee determines # are required or permitted under generally accepted accounting principles (“GAAP”) in connection with the adoption or implementation of a new accounting standard or # are caused due to the Company's decision to change its accounting practice as permitted under GAAP.

Exclusions from General Release. Excluded from the General Release above are any claims or rights which cannot be waived by law, including my rights to accrued vacation, if any. Nothing in this Waiver and Release Agreement shall be construed to prohibit me from filing a charge with an administrative agency, including the Equal Employment Opportunity Commission or participating in an agency investigation. I am, however, waiving all rights to recover money or other individual relief in connection with any administrative charge, whether filed by me or another individual or entity.

Exclusions from Maintenance Services. Maintenance Services do not cover maintenance for any failure or defect in the Licensed Software caused by any of the following: # improper use, alteration, or damage of the Licensed Software by ​ or third persons, # application software other than the Licensed Software, or # interfacing between the Licensed Software and software not approved by Kx. Maintenance Services do not cover maintenance for any trial or downloaded version of Licensed Software or Licensed Software or any other version other than the version(s) delivered under this OEM Agreement.

any matter which is within the jurisdiction of a probate or small claims court; and

Exclusions from Mediation and Arbitration. The following matters are excluded from mediation and

Exclusions. “Confidential Information” will exclude information that the Receiving Party can demonstrate is: # now or hereafter, through no unauthorized act or failure to act on Receiving Party’s part, generally available to the public, # known to the Receiving Party from a source other than the Disclosing Party (including former employees of the Disclosing Party) without an obligation of confidentiality at the time Receiving Party receives the same from the Disclosing Party, as evidenced by written records, # hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure, # furnished to others by the Disclosing Party without restriction on disclosure, or # independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

Exclusions and Limitations. Notwithstanding anything herein to the contrary:

Operating Expenses Exclusions. Operating Expenses shall not include # depreciation on the Building; # debt service, rental under any ground or underlying lease, or interest, principal, points and fees on any mortgage or other debt instrument encumbering the Building (except that, as provided in Paragraph 7.1 above, Landlord may include interest in the amortization of certain capital expenditures); # [[Organization B:Organization]] expenses incurred in negotiating leases, collecting rents, evicting tenants or costs incurred in [[Organization B:Organization]] proceedings with or against any tenant or to enforce the provisions of any lease, # the cost of decorating, improving for tenant occupancy, painting or redecorating portions of the Building to be demised to tenants; # advertising expenses relating to vacant space; # real estate brokers’ or other leasing commissions; # costs for which Landlord is reimbursed by insurance or condemnation proceeds, other tenants or any other source, and Landlord shall use commercially reasonable efforts to pursue claims under existing warranties and/or guaranties or against other responsible third parties to pay such costs; provided, that, the cost of pursuing such claims shall be included in Operating Expenses; # any bad debt loss, rent loss, or reserves for bad debt loss or rent loss; # costs incurred in connection with the operation of the business of the entity constituting Landlord, as distinguished from the costs of operating the Building, including accounting and [[Organization B:Organization]] matters, costs of defending any lawsuits with any mortgagee, costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Building; # Landlord’s political or charitable contributions; # the cost of any “tenant relations” parties, events or promotions; # insurance which is not customarily carried by institutional owners of Comparable Buildings; # costs to repair or replace the Project resulting from any insured casualty (except commercially reasonable deductibles under Landlord’s insurance policies may be included in Operating Expenses to the extent permitted pursuant to Paragraph 7.1(b)); # repairs, alterations, additions, improvements or replacements made to rectify or correct any defect in the design, materials or workmanship of the Project (as opposed to the cost of normal repair, maintenance and replacement expected in light of the specifications of the applicable construction materials and equipment) or to comply with any Applicable Laws in effect as of the Substantial Completion Date (based on the current interpretation thereof by applicable governmental entity(ies) as of the Substantial Completion Date); # repairs, alterations, additions, improvements or replacements made to rectify or correct damage caused by the gross negligence or willful misconduct of Landlord or any of Landlord’s employees, agents, or contractors; # salaries, wages, bonuses and other compensation (including hospitalization, medical, surgical, retirement plan, pension plan, union dues, parking privileges, life insurance, including group life insurance, welfare and other fringe benefits, and vacation, holidays and other paid absence benefits) relating to managers, officers, directors, or executives of Landlord that are above the rank of general manager (or similar title); # fines, penalties or interest incurred due to violation by Landlord of the terms and conditions of any lease or any Applicable Laws or due to violation by any other tenant in the Project of the terms and conditions of any lease or any Applicable Laws; # interest, penalties or other costs arising out of Landlord’s failure to make timely payment of its obligations; # costs incurred to test, survey, cleanup, contain, abate, remove, or otherwise remedy Hazardous Materials or mold from the Project (except that Operating Expenses shall include costs incurred in connection with the prudent operation and maintenance of the Building, such as monitoring air quality); # costs incurred to correct defective equipment installed in the Project (as opposed to the cost of normal repair, maintenance and replacement expected in light of the specifications of the applicable equipment); # acquisition costs of any artwork; # Community Facilities District No. 2008-1 (Bay Meadows) assessment; # inheritance or estate taxes imposed upon or assessed against the interest of any person in the Project, or taxes computed upon the basis of the net income of any owners of any interest in the Project; # costs relating to the capital repair or capital replacement of the structural portions of the roof, foundations and exterior walls (except for any capital expenditures expressly included in Operating Expenses); and # any construction costs of the Project, Building, and Parking Facilities (including the Parking Garage). Tenant’s Proportionate Share of the management fees for the Project shall not exceed two percent (2%) of the Base Rent. If it shall not be lawful for Tenant to reimburse Landlord for all or any part of such taxes, the monthly rental payable to Landlord under this Lease shall be revised to net Landlord the same net rental after imposition of any such taxes by Landlord as would have been payable to Landlord prior to the payment of any such taxes.