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EXHIBIT 3
<br />Project, restrict access to portions of' the Project, including portions or the Common Areas, or perform work in the Building and/or the Project.
<br />Ton ant hereby agrees that such Construction Work and Landlord's actions in connection with such Construction Work shad in no way eansttutoo
<br />constructive aviation of Ten cut not, entitle Tenant to any abatement or Rent. Landlord shell have no respons I bill iy or I abll Ity to Tenant for any
<br />injury to or interference with Tenant's business arising kom any such Construction Work, and Tenant shall not be entitled to any dannnges Thom
<br />Landlord For foss of use of the Premises, in whole or In part, or for loss of Tenant's personal property or Improvements, resulting From die
<br />Construction Work or Landlord's actions in connection therewith or for any Inconvenience occasioned by such Conshiuctlon 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 aviation or disturbance of Tenant's use or possession oFthe
<br />Premises or giving rise to any claim rorseboff at- abatement or Rant: (a) to designate and/or approve prior to installatlon, all types orsigns,.window
<br />shades, blinds, drapes, awnings or other slndlar Items, and all Internal fighting that may be visible hot the exterior of the Premises and,
<br />notwithstanding the provisions of Article 10, the design, arrangement, style, color end general appearance of the portion of the Premiscs visible from
<br />the exlerfm•, and contents thereof, including, without limitation, Rrrniture, fixtures, signs, art work, wall coverings, carpet and decorations, and all
<br />changes, additions and removols 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 tie Building
<br />and/or (lie 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 endances, doors, corridors, elevators and/or stairs in the Building and/or the Project, provided lie
<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 Bum using the Premises for tie purposes
<br />permitted [under this Lease; (a) to prohibit the placement of vending or dispensing machines crony kind in or about the Premises other than forme by
<br />Tenant's employees; (0 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 Stmes Post Orrice and to
<br />discontinue any mail chute business in the Building and/or the Project; (h) subject to Tcnant's rights triteness 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 times under such rules
<br />and regulations as Landlord prescribes for security purposes; (p to install, operate and maintain survedlancesystems which monhor, by closed circuit
<br />television or otherwise, all persons entering or leaving die Building and/or the Project; a) to Install and maintain pipes, ducts, conduits, wires slid
<br />structural elements located in the Premises which serve other ports or other tenants of the Building and/or the Project; (it) to retain at all times master
<br />keys or pass keys to tie 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 die Parking Facilities at any time, and/or to provide for mom se, 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 die rights, including rights of control, atrfbuled hereby to the Landlord to such parking
<br />operator, and (n) to take (and require Tenant to take) reasonably appropriate action to comply with any Law or mandatory controls or voluntary
<br />controls prom honed by any governmental or quasi gavarnmental authority or public utility relating to; (1) the use or conservation of energy, water,
<br />gas, Ifght or electricity, reduction of automobile or other emissions, or die provision of any other utility or service and/or (li) tie reduction and/or
<br />management o f oaf ic, uvtispartmion or parking in or around the Project.
<br />17.4 Licht an d Air, No diminution or shutting off of any fight, air or view by any structure now or heremer created shall In any
<br />manner affect this Lease or the obligations of Tenmit hereunder, or increase any of the obligations of Landlord hereunder,
<br />17,5 Force Moienra. Landlord shall Incur no liability to Tenant with respect to, and shall not be responsible for tiny failure to
<br />perform any of Landlord's obligations hereunder if such failure is caused by any reason beyond die control or Land lord, Iticluding, but not Iinilted 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 (n "Force Majeure Event"). The amount ot'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 any such Force Majeure Event whether similar to or
<br />d ifl'erent from the foregoing types of occurrences.
<br />17.6 A(in racvs' Faesi Covcrolfit, Lowe No Coantercinim Choice of LAws• w'aNer nrdury Trial,
<br />17.6.1 Attorneys' Fees, Ireither Landlord or Tenatrt shall commence any action orother 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 or whether or not the action or other proceeding is prosecuted to judgment and irvs'pective of any court
<br />schedule or'rensannble attorneys' tees, In addition, Tenant shall reimburse Landlord, upon demand, for all reasonable attorneys' Ices incurred in
<br />collecting (tent nr o(110mise seeking eni'arcement against Tenant, Its sublessees and assigns, arTenant's obligations under this Lease.
<br />IT6.2 Governing Law, This Lease shall be governed by, and consuved In accordance with, the laws of ilia state of
<br />Coliliorne (without regard to its conflict oFlaws principlesj,
<br />17.6.3 Choice of.lurisdiction, Tenant hereby submits to local jurisdiction In the Suite of California and ogre", that ally
<br />notion by Tcnnnt against Landlord shall be instihned in the State ofCnilrnntu and that landlord shall have personal jurisdiction overTennat for any
<br />action brought by Landbord ogahnst'rimant in the State of Calilbmia.
<br />17.6.4 Waiver ar Trial by ,lurv. TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT
<br />EACI'I EXPRESSLY WAIVE THEIR REIF TO TRIAL. BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUT OP OR
<br />IN CONNECTION WITH THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PARTIES, THE FILING OF A CROSS.
<br />COMPLAINT BY ONE AGAINS"I"'NIE OTHER IS SUFFICIENT TO MAKE THE PARTIES "ADVERSE"
<br />17.7 OFACConhnliunce.Tentmtrepresents, warrants and covenants toLandlord: (u)tintneithertteTenuitnoranyperson orcifly
<br />that directy owns it 10%nr gretder equity interest in it nor coy arts Orman. directors or nmsmrging members is a person or entity with whom U.S.
<br />30 N' Os-Ir C Caner Or•—Cih• a%Suara Etna LeaA9 .1(r
<br />80A-675
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