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Project, restrict access to portions of the Project, including portions of the Common Areas, or perform work in the Building anti/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 oily abatement or 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 shell 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 Other 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 oily claim for set-off or abatement of Rent: (a) to designate and/or approve prior to installation, all types orsigns,.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 riche 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 satne 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 howl upon reasonable advance
<br />notice to Tenant; (c) to change die arrangement of entrances, doors, corridors, elevator 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 the Building or in the Project, provided such exclusive right shall not operate to prohibit Tenant from using die 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; (0 to prohibit the placement of video or other electronic games in the Premises; (g) to have access ibr 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 Stales 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 2.1.3, to close the
<br />Building after normal business hours, except that Tenant and its employees and invitees shall be entitled to admission at all times under such rules
<br />and regulations as Landlord prescribes for security purposes; (i) 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 the Project; (1) to install and maintain pipes, ducts, conduits, wires and
<br />structural elements located in the Premises which serve other parts or other tenants of the Building and/or the Prqject; (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, leyout, size, ingress, egress, areas, method at'
<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, auributed hereby to the Landlord to such parking
<br />operator, and (a) to take (mid 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) die reduction and/or
<br />management of traffic, transportation or parking in or around the Project.
<br />17.4 Light and Air. No diminution or shutting off of any light, air or view by any structure now or hercafer erected shall in any
<br />monner affect this Lease or the obligations of Tenant hereunder, or increase any of the obligations of Landlord hereunder.
<br />17.5 Force Maieure, 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 the control of Landlord, including, bun not limited to,
<br />strike, labor trouble, governmental rule, regulations, ordinance, statute or interpretation, or by tile, earthquake, civil commotion, or failure or
<br />disruption of utility services (a 'Force Ndajeure Event"). The amount of time rur Landlord to perfllnn any of Landlord's obligations shall be
<br />extended by the amount of lime Landlord is delayed in performing such obligation by reason or any such Force Majeure Event whether sinhilar to or
<br />different from The foregoing types of occurrences.
<br />17.6 Attorneys' Fels• Coymmine Law; No Counterclaim; Choice of Laws; Waiver of Jury Trial.
<br />17.6.1 Attorneys' Pees. If either Landlord or Tenant shall commence any action or other proceeding against the other arising
<br />out of or relating to, this )..ease or the Premises, the prevailing party shall be entitled to recover fi•om the losing party, in addition to any other relief,
<br />its actual attorneys' fees irrespective of whether or not the action or other proceeding is prosecuted to judgment and irrespective of any court
<br />schedule of reasonable attorneys' fees. In addition, Tenant shall reimburse Landlord, upon demand, for all reasonable nuorneys' lees incurred in
<br />collecting Rent or otherwise seeking enforcement against Tenant, its sublessees and assigns, of Tenant's obligations under this [..ease.
<br />17.62 Governing Law, This Lease shall be governed by, and construed in accordance with, the laws of the stale of
<br />California (without regard to its contliet of taws principled.
<br />17.6.3 Choice of Jurisdiction. Tenant hereby submits to local jurisdiction in the State of California and agrees that ally
<br />action by Tenant against Landlord shall be instituted in the State of California and that Landlord shall have personal jurisdiction over Telmat for any
<br />action brought by Landlord against Tenant in the State orcmiromio.
<br />17.6A Waiver of Trial by Jury. TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND'ITNANT
<br />EACH EXPRESSLY WAIVE THEIR RIGIiT TO TRIAL. BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUT 01' OR
<br />IN CONNECTION WITH THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE? PARTIES. rHE FILING OF A CROSS-
<br />COMPLAINT BY ONE AGAINS"I"T IE OTHER IS SUPFICIENTTO MAKETHE PARTIES "ADVERSE"
<br />17.7 OPAC Comnliinl c, ''count represents, warrants and covenants to Landlord: (a) that neither the Tenant nor any person or entity
<br />that directly owns a 10%or greeter equity interest in it nor any of its officers, directors or monoging members is a person or entity with whom U.S.
<br />801 W C'ivlt Center Pr —Cho, q/Sonlet Ann, Lease - I6-
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