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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 />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 responsibi lily or liability to Tenant for any
<br />injury to or interference with Tenant's business arising from any such Construction Work, and Tenant shnll 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 C011ah'tletlom 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 orthe
<br />Premises or giving rise to any claim for set-off or abatement of Rent: (a) to designate end/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 staits in the Building and/or the Project, provided no
<br />such change shall materially adversely affect access to the Premises; (d) to grunt 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 tie 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 Lite 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 oil 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; (11) subject to Tenant's rights or access under Section 2,IJ 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 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 amuse, 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 (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 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 the provision of any other utility or service and/or (if) the reduction and/or
<br />management orb aftic, hansportation 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 hereafter erected shall fit any
<br />manner affect this Lease or the obligations of Tenant hereunder, or increase any of the obligations of Landlord Ise vunden
<br />IT5 Force Maienre. 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, 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 Majcure Event"). The amount of' time for Landlord to perfinnr any of Landlord's obligations shall be
<br />extended by title amount of time Landlord is delayed in performing such obligation by reason or any such Force Mcjeure Event whether similar to or
<br />different from the foregoing types of occurrences.
<br />17.6 Attorneys' Fees: Covernine Law; No Counterclaim: Choice of Laws; Waiver of Jury Trial.
<br />17.6.1 Attorneys' Pees. Ifeither Landlord or Tenant shall conscience 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 pansy, In addition to any other relief,
<br />its actual allonteys' fees in-espoctivc of whether or not the action or other proceeding is prosecuted to judgment and fntes-pective or Any court
<br />schedule of reasonable nttolnovs' fees. In addition, Tenant shall rehobnrse Landlord, upon demand, for all reasonable attorneys' lees incurred in
<br />Collecting Rent of otherwise seeking enforcement against Tenant, its sublessees and assigns, of Tenant's obligations under this Lease.
<br />17.6.2 Coverning Law. This Lease shall be governed by, and conunared in accordance with, the laws of the stale of
<br />California (without regard to its eonlliel OF IEMS principles).
<br />17.6.3 Choice of Jurisdiction. Tenant hereby submits to local jurisdiction in the state of California and agrees that any
<br />action by Tenant ngalust Landlord shall be instituted in the State of California and that Landlord shall have personal jurisdiction over Tentmt for any
<br />action brought by landlord against'I"cmml in tte State orCalit`oinia,
<br />17.6; I Waiver of Trial by Jury. TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT
<br />FAC'h1 EXPRESSLY WAIVE TI IEIR RIGHT TO TRIAL BY JURY IN ANY TRIAL I IELD AS A RESULT OF A CLAIM ARISING OUT 01:OR
<br />IN CONNECTION WITH THIS LEASE IN WHICH LANDLORD AND TENANT ARP: ADVERSE PARTIES. fill:': PILING 017 A CROSS,
<br />COMPLAINT BY ONE AGAINST'I'IIE OTHER IS SUFFICIENTTO MAKE THE PARTIES "ADVERSE"
<br />17.7 OFAC Compliance. 'Tenant represents, wxurants and covenants to I.,andlord; (a) that neither the'renant nor any person areal
<br />that directly owns a 10%or greater equity interest in it nor any of its officers. directors or managing members is a person or cable with wham U.S.
<br />8011V C7a44, C'ewee Dr—Ch0, g1'Sma1a Auu Leave -16-
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