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Project, restrict access to portions or the Project, including portions or the Common Areas, or perform work in the Building and/or the Project.
<br />Tenant hereby agrees dial such Construction Work and Landlord's actions in connection with such Construction Work shall in no way constitute a
<br />constructive eviction or Tenant nor entitle Tenant to any abatement or Real. Landlord shall have no responsibility or liability to Tenant for any
<br />injury to or interference with Tenant's business arising fi•om any such Construction Work, and Tenant shall not be entitled to any damages from
<br />Landlord for loss or use of the Premises, In whole or in pert, or for loss of Tenant's personal property or improvements, resulting from ale
<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 Mathis 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 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 oFthe Premises visible from
<br />the exterior, and contents thereof, including, without limitation, fdmiture, 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 lire same type of exposure and used for
<br />substantially the some 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 We 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 />pennitted under this Lease; (a) to prohibit the placement of vending or dispensing machines of any kind in or aboutthe Premises other than for use by
<br />Tenant's employees; (F) to prohibit the placement or 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 .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 dines 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 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 of the 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 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 (n) to lake (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: (1) the use or conservation of energy, water,
<br />gas, light or electricity, reduction of automobile or other emissions, or the provision of any other utility or service and/or (li) dire reduction and/or
<br />management of tragic, transportation or parking in or around the Project.
<br />17.4 Light and Atr. No diminution or shutting off of any light, air or view by any structure now or hereafter erected shall in any
<br />manner affct this Lease or the obligations of Tenant hereunder, or increase any of die obligations of Landlord hereunder.
<br />17.5 Force Majeure. Landlord shall incur no liability to Tenant with respect to, mid 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, 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 Majeure Event"). The amount or 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 />different from the foregoing types of occurrences.
<br />17.6 Altoruevs'Fees: Governing Law: No Counterclaim: Choice orLaws• Waiver ordury Trial.
<br />17.6.1 Attorneys' Pecs. if either 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 otter relief,
<br />its actual attorneys' fees irrespective of whether or not tie action or other proceeding is prosecuted to judgment and irrespective or any court
<br />schedule or rensonable attorneys' fees. In addition, Tenant shall reimburse Landlord, upon demand, for all reasonable attorneys' fees incurred in
<br />collecting Rent or otherwise seeking enforcement against Tenant, its sublessees and assigns, of Tenant's obligations under this Lease.
<br />17.6.2 Governing Law This Lease shall be governed by, and construed in accordance with, the laws at* the state of
<br />California (without regard to its conflict orlaws principles).
<br />17.6.3 Choice or Jurisdiction. Tenant hereby submits to local jurisdiction in the State orCalifomia and agrees that any
<br />action by Tonam 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 ugainst'renunl in the State ofCaliromia.
<br />17.6.4 Waiver or Trial by ,low. TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT
<br />EACH EXPRESSLY WAIVE THEIR RIGHT TO TRIAI. BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUT OF Ott
<br />IN CONNECTION Wi•rH THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PARTIES, THE FILING OF A CROSS.
<br />CONI'LAIN'r EY ONE AGAINS'r'niE OTHER IS SUFFICIENTTO MAKE THE PARTIES "ADVERSE"
<br />17.7 OFAC Coninliaucc. Tenant represents, wnn•ants and covenants to Landlurl: (a) that neither die Tenant nor any person or entity
<br />thus directly owns a 10%or greater equity interest in it nor any of its oticers. directors or managing members is a person or entity with whom U.S.
<br />.101*'Chic Cemrar Lip —CJtyif.goilla bra Leme -16-
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