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Project, restrict access to portions a the Project, including portions of the Common Areas, or perform work in the Building and/or the Project.
<br />Tenant hereby agrees that such Construction Work and Landlord's actions In connection with such Constriction Work shall in no way constitute a
<br />constructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Landlord shall have no responsibility or liability to Tenant for any
<br />injury to or interference with Tenant's business arising fivm any such Construction Work, and Tenant shall not be entitled to any damages from
<br />Landlord for loss of use of the Premises, in whole or in part, or for loss of Tenant's personal property or improvements, resulting from the
<br />Construction Work or Landlord's actions in connection therewith or for any inconvenience occasioned by such Construction Work or Landlord's
<br />actions in connection therewith.
<br />17.3.5 Otlter Rights Reserved by Landlord. Landlord reserves the following rights exercisable without notice (except as
<br />otherwise expressly provided to the contrary in this Lease) and without being, deemed an eviction or disturbance of Tenant's use or possession of the
<br />Premises or giving rise to any claim for set-off or abatement of Rent: (a) to designate and/or approve prior to installation, all types of signs,. window
<br />shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the exterior of the Premises and,
<br />notwithstanding the provisions of Article 10 the design, arrangement, style, color and general appearance of the portion of the Premises visible from
<br />the exterior, and contents thereof, including, without limitation, furniture, fixtures, signs, art work, wall coverings, carpet and decorations, and all
<br />changes, additions and removals thereto, shall, at all times have the appearance of premises having the same type of exposure and used for
<br />substantially the same purposes that are generally prevailing in first class office buildings in the area; (b) to display the Premises and/or the Building
<br />and/or the Project to mortgagees, prospective mortgagees, prospective purchasers and ground lessors at reasonable hours upon reasonable advance
<br />notice to Tenant; (c) to change the arrangement of entrances, doors, corridors, elevators and/or stairs in the Building and/or the Project, provided no
<br />such change shall materially adversely affect access to the Premises; (d) to grant any party the exclusive right to conduct any business or render any
<br />service in lice Building or in the Project, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purposes
<br />permitted under this Lease; (e) to prohibit the placement of vending or dispensing machines of any kind in or about the Premises other than for use by
<br />Tenant's employees; (f) to prohibit the placement of video or other electronic games in the Premises; (g) to have access for Landlord and other
<br />tenants of the Building to any mail chutes and boxes located in or on the Premises according to the rules of the United States Post Office and to
<br />discontinue any mail chute business in the Building and/or the Project; (It) subject to Tenant's rights of access under Section 2.1.3to close the
<br />Building after normal business hours, except that Tenant and its employees and invitees shall be entitled to admission at all tlnnes tinder such roles
<br />and regulations as Landlord prescribes for security purposes; ([) to install, operate and maintain surveillance systems which monitor, by closed circuit
<br />television or otherwise, all persons entering or leaving die Building and/or the Project; Q) to install and maintain pipes, ducts, conduits, wires and
<br />structural elements located in the Premises which serve other parts or other tenants orate Building and/or the Project; (k) to retain at all limes master
<br />keys or pass keys to die Premises; (1) to modify, change, add to or delete the design, configuration, layout, slze, ingress, egress, areas, method of
<br />operation, and other characteristics of or relating to the Parking Facilities at any time, and/or to provide for nonuse, partial use or restricted use of
<br />portions thereof, (m) to delegate control of the Parking Facilities to a parking operator (and/or to master lease the Parking Facilities to a parking
<br />operator) in which case Landlord may assign any or all of the rights, including rights of control, attributed hereby to the Landlord to such parking
<br />operator, and (it) to take (and require Tenant to take) reasonably appropriate action to comply with any Law or mandatory controls or voluntary
<br />controls promulgated by any governmental or quasi -governmental authority or public utility relating to: (i) the use or conservation of energy, water,
<br />gas, light or electricity, reduction of automobile or other emissions, or die provision of any other utility or service and/or (ii) the reduction and/or
<br />management of traffic, hansponadon or parking in or around the Project.
<br />17.4 Light and Atr. No diminution m shutting off of any light, air or view by any structure now or hercaller erected shall in any
<br />manner affect this Lease or the obligations of Tenant hereunder, or increase any of the obligations of Landlord hereunder.
<br />173 Force Mnienre, Landlord shall incur no liability to Tenant with respect to, and shall not be responsible for any failure to
<br />perform any of Landlord's obligations hereunder if such failure is caused by any reason beyond die control of Landlord, including, but not limited to,
<br />strike, labor trouble, governmental rule, regulations, ordinance, statute or Interpretation, or by fire, earthquake, civil commotion, or failure or
<br />disruption of utility services (a "Force Majcure Event,'). The amount of time for Landlord to perform any of Landlord's obligations shall be
<br />extended by the amount of time Landlord is delayed in performing such obligation by reason or tiny such Force Majeure Event whether similar to or
<br />different from the foregoing types of occurrences.
<br />17.6 Atinruevs' Fees: Governing Law; No Counterclaim choice of Laws• Waiver orJury Trial
<br />17.6.1 Attornevs'Rees. IPeilher Landlord or Tenant shall commence any action or other proceeding against the other arising
<br />out of, or relating to, this Lease or the Premises, the prevailing party shall be entitled to recover from the losing party, In addition to any other relief,
<br />Its actual attorneys' fees irrespective of whether or not die action or other proceeding is prosecuted to judgment and irrespective of any court
<br />schedule or reasonable nttorneys' fees. In addition, Tenant shall reimburse Lnndlord, upon demand, for all reasonable attorneys' fees• incurred in
<br />collecting Rent or otherwise seeking enforcement against Tenant, its sublessees and assigns, cfTenant's• obligations under Ili is Lease.
<br />17.6.2 Governing Law, This Lease shall be governed by, and construed in accordance with, the laws of file state of
<br />Cndfomia (without regard to its conflict of laws principles).
<br />17.6.3 Chu[ce orjurisdiction. Tenant hereby submits to local jurisdiction in the State of California and agrees that any
<br />action by Tenant ngoinsl Landlord shall be instituted in the State of California and that Landlord shall have personal jurisdiction over Tenant for any
<br />action brought by Landlord against Tenant in the State of Colil'ornia.
<br />17.6.4 waiver or Trial by .Inv. TO TIE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT
<br />F.ACTI EXPRESSLY WAIVE THEIR RIG[ IT TO TRIAL BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUT OR OR
<br />IN CONNECTION WITH THIS LEASE IN WHICII LANDLORD AND TENANT ARE ADVERSE PARTIES, rHL RILING OF A CROSS.
<br />COMPLAIN'f BY ONE AGAINST" I'I IE OTHER IS SUFI7ICIENTTO MAKE TFTE PARTIES "ADVERSE"
<br />17.7 OFAC Compliance. Tenant represents, warrants and covenants to Landlord: (a) that neither the Tenant nor pry person or entity
<br />that directly ohms a 10%or greater equity interest in it rurally of its o[licers. directors or managing members is a person or entity with whom U.S.
<br />T01 W Cirlr Crrt!¢r Dr—Cip•, fs„n,,,,t,,,, Leme -16-
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