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Project, restrict access to portions of 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 Construction 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 oily
<br />injury to or interference with Tenant's business arising from oily such Construction Work, and Tenant shall not be entitled to any damages from
<br />Landlord for lass 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 at for any inconvenience occasioned by such Construction Work or Landlord's
<br />actions in connection therewith.
<br />17.3.5 Other Rights Reserved by Landlord. Landlord reserves the following rights exercisable without notice (except as
<br />otherwise expressly provided to the contrary in this ]ease) and without being, deemed an eviction or disturbance of Tenant's use or possession orthe
<br />Premises or giving rise to tiny claim for set-off or abatement of Rent: (a) to designate and/or approve prior to installation, all types ofsigns,.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 shalt 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 the 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; (a) 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; (h) 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 f rvitees shall be entitled to admission at all times under such rules
<br />and regulations as Landlord prescribes for security purposes; (1) to install, operate and maintain surveillance systems which monitor, by closed circuit
<br />television or otherwise, all persons entering or leaving the Building and/or die Project; (D to install and maintain pipes, duels, conduits, wires and
<br />suvcturnl elements located in the Premises which serve other parts or other tenants orthe Building and/or the Project; (k) to retain at all times master
<br />keys or pass keys to the Premises; (1) to modify, change, add to or delete the design, configuration, layout, size, 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 norl 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 ease Landlord may assign any or all of the rights, including rights of control, attributed hereby to the Landlord to such parking
<br />operator, and (a) to take (and require Tenant to take) reasonably appropriate action to comply with any Law or mandatory controls or voluntary
<br />controls promulgated by oily governmental or quasi governmental authority or public utility relating to: (1) 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) die reduction and/or
<br />management ortraftic, It unsportation or parking in or around the Project.
<br />17.4 Llaht and Atr. No diminution or shutting off of any light, air or view by ally structure now or hereafter erected shall in any
<br />manner affect this Lease or the obligations of Tenant hereunder, or increase any of tine obligations of Landlord hereunder.
<br />175 Force tMaieare. Landlord shall incur no liability to Tenant with respect to, and shall not be responsible for any failure to
<br />perfunn 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 tire, earthquake, civil commotion, or failure or
<br />disruption of utility services (a "Force Majeure Event"). Tile amount of time fur 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 any such Perot Majeure Event whether similar to or
<br />different from the foregoing types of occurrences.
<br />17.6 Attnrne s' Fees• Coyeruia r Law; No Counterclaim: Choice of Laws; Waiver of Jur yTrial.
<br />17.6.1 AIto rneys'Fees. I f ei ther Landlord or Tenant shell conhmance any action or other proceed ing against lh a other arising
<br />ou10f, or relating to, this Lease or the Premises, the prevailing party sits 11 be emitted to recover from the losing pity, I addition to any other relief,
<br />its net list attorneys' fees irrespective of whether or not the action or other proceeding is prosecuted to judgment and irrespective of any court
<br />schedule ot'rensonable attorneys' fees. In addition, Tenant shall reimburse Landlord, upon demand, for all reasonable a¢omeys' fees incurred in
<br />collecting Rent or otherwise seeking curorcement against Tonait, its sublessees and assigns, ofTennnt's obligations under this Lease.
<br />17.6.2 Governing Luny. This Lease shall be governod by, and construed in accordance with, the Imes or the state of
<br />California (without regard to its conflict of Inws principles).
<br />17.6.3 Choice of Jurisdictlnn. Tenant hereby submits to local jurisdiction in the State of California and agrees that any
<br />action by Tenant against 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 (lie State orColil'ornin.
<br />17.6A Waiver of Trial by Jury. TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND'IENANT
<br />F.ACH EXPRESSLY WAIVE THEIR RIcTrr TO TRIAL BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUTOF OR
<br />IN CONNECTION WrfH THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PARTIES, 1'HE FILING OF A CROSS -
<br />COMPLAINT BY ONE AGAINST'I'HE OTHER IS SUFFICIENT" TO MAKE THE PARTIES "ADVERSE"
<br />17.7 OFAC Compliance. `I'entat represents, warrants and covenants to Landlord: (a) that neither the'renunt nor any person or entity
<br />that directly owns a I0%h or greater equity interest in it nor any of its offreers, directors or managing members is a person ur enlity with whoa U.S.
<br />X01 IV C h4v C'ettha Dr —City n f.Srtrtln; I nrr Lease -16-
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