Exclusions. If Employee resides in any of the States listed below at the time of Employee’s execution of this Agreement, the following exceptions and acknowledgments shall apply:

Exclusions. Section 5.1 shall not apply to the following information: # information now and hereafter voluntarily disseminated by the Company to the public or which otherwise becomes part of the public domain through lawful means; # information already known to Employee as documented by written records which predate the Effective Date; # information subsequently and rightfully received from third parties and not subject to any obligation of confidentiality; and # information independently developed by Employee after termination of his services.

Exclusions. The provisions of Section 2 shall not apply to: # transfers of Shares as a bona fide gift; # transfers of Shares to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the Holder or the immediate family of the Holder; # transfers of Shares to any beneficiary of the Holder pursuant to a will, trust instrument or other testamentary document or applicable laws of descent; # transfers of Shares to the Company by way of repurchase or redemption; # transfers of Shares to any Affiliate (as defined in the Merger Agreement) of the Holder; or # transfers of Shares by the Holder pursuant to an underwritten secondary offering provided that, in the case of any transfer or distribution pursuant to [clause (i), (ii), (iii), or (v) or (vi) above], each donee, distributee or transferee shall sign and deliver to the Company, prior to such transfer, a lock-up agreement substantially in the form of this Agreement. For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage, domestic partnership or adoption, not more remote than first cousin. The Lock Up Period of the Original Holder will be transferred to any transfer permitted under Section 3.

Exclusions. The provisions of this Section 8.14 shall not apply to assets as to which the Administrative Agent and the Borrower shall reasonably determine that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the value of the security afforded thereby.

Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:

Upon written request by the Company ar any time and in any event upon termination of this Agreement the Consultant and the Executive shall and the Consultant shall procure that the Executive shall (subject to any applicable legal requirements) # immediately deliver to the Company all Confidential Information which is capable of delivery or # destroy or permanently erase all Confidential Information, # immediately deliver up all materials, documents, papers, records and other property of the Company or any Associate or any of their resective customers, clients, investors or suppliers in its or his possession or under its or his control and shall not retain any copies thereof.

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.

Indemnification. No member of the Board or the Committee or any Employee (each such person a “Covered Person”) shall have any liability to any person (including any grantee) for any action taken or omitted to be taken in the performance of his or her duties with respect to the Plan or any Award, for a purpose reasonably believed by the Covered Person to be in the interest of the participants and beneficiaries of the Plan, and any such action taken or omitted to be taken shall be deemed to be for a purpose which is not opposed to the best interests of the Company. Each Covered Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or reasonable expense (including attorneys’ fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any bona fide claim, action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken by him or her under the Plan or any Award Agreement in his or her capacity as a member of the Board or the Committee or as an Employee and against and from any and all amounts paid by such Covered Person, with the Company’s approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person, provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case, not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person’s bad faith, fraud or willful misconduct. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under the Company’s Restated Charter or Bylaws, as a matter of law, or otherwise, or any other power that the Company may have to indemnify such persons or hold them harmless.

Indemnification. If, in connection with any agreement related to a transaction that will result in a Change in Control, an undertaking is made to provide the Board with rights to indemnification from the Company (or from any other party to such agreement), the Executive will, by virtue of this Agreement, be entitled to the same rights to indemnification as are provided to the members of the Board pursuant to such agreement. Otherwise, the Executive will be entitled to indemnification rights on terms no less favorable to Executive than those available under the Certificate of Incorporation, bylaws or resolutions of the Company at any time after the Change in Control to his peer executives of the Company. Such indemnification rights will be with respect to all claims, actions, suits, or proceedings to which the Executive is or is threatened to be made a party that arise out of or are connected to his services at any time prior to the termination of his employment, without regard to whether such claims, actions, suits, or proceedings are made, asserted, or arise during or after the Protected Period.