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Project, restrict access to portions or 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 anv abatement of Rent. Landlord shall have no responsibility or liability to Tenant fm any
<br />injury to or interference with TenanCs business arising from any such Construction Work, and Tenant shall not be entitled to any damages from
<br />Landlord for loss of use of the Premises, in whole or in plot, or for loss of Tenant's personal property or improvements, resulting From the
<br />Construction Work or Landlord's actions in connection [herewith or for any inconvenience occasioned Liv 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 any claim for set-off or abatement of Rent: (a) to designate and/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 sane 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 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 the Prenhises for the purposes
<br />permitted under this Lease; (e) to prohibit the placement of vending or dispensing machines of any kind in or about the Premises other than for use by
<br />Tenon's employees; (f) to prohibit the placement of video or other electronic games in the Premises; (g) to have access Tor 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 2.13, 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 nnonilor, by closed circuit
<br />television or otherwise, all persons entering or leaving the Building and/or the Project; (j) 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 Panting Facilities at any time, and/or to provide for nonuse, partial use or restricted use of
<br />portions thereof, (in) 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) [he 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 of traffic, transportation or parking in or around the Project.
<br />17.4 Lieht and Air. No diminution mshutting off of any light, air or view by any 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 />17.5 Force Nlaieure. 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 Fre, eathquake, civil commotion, or Failure or
<br />disruption of utility services (a "Force Majeure Event"). 'rhe amount of time for Landlord to perform any of Landlord°s obligations shall be
<br />extended by the amount of lire Landlord is delayed in performing such obligation by reason orally such Force Nlajcwe Event whether similar to or
<br />different from the foregoing types of Occurrences.
<br />17.6 Attorneys' Fees: Governing Law; No Counterclaim; Choice of Laws; Waiver ot Jun T' 1
<br />17.6.1 Attornevs' Gees. 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 [he 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 of whether or not the action or other proceeding is prosecuted to judgment and irrespective of any court
<br />schedule of rcasonable nnorneys' lees. In addition, Tenant shall reimburse Landlord, upon demand, for all reasonable attorneys' fees incurred in
<br />collecting Rent or otherwise seeking en to,cemert against Tenant, its sublessees and assigns, of Tenant's obligations under this Lease.
<br />17.6.2 Governine Law. This Lease shall be governed by, and construed in accordance with, the laws of the state of
<br />California (without regard to its conflict of laws principles).
<br />17.6.3 Choice of Jt r'sdiction. 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 Cal ifornia and that Landlord shall have personal jul sdiclion over Tenant for any
<br />action Ill ought by Landlord against Tenant in the State of California.
<br />17.6.4 Waiver of Trial by Jurv. TO FHE FULLEST EXTENT PERMITTED BY LAW_ LANDLORD AND TENANT
<br />EAC 11 EXPRESSLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY TRIAL HELD ASA RESULT OF A CLAIM ARISING OUT OF OR
<br />IN CONNECTION WITH 'll HIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PARI IES, IHF IILING OF A CROSS-
<br />COibIPLAIN't BY ONE AGAINST I IIE OTHER IS SUFFICIENT TO NIAICE THE PARTIES "ADVERSE'
<br />17.7 OFAC Com tylia lice. Tut aln reps esen Is, toan'ants and cotenants to Landlord (d) that nerthu the Tenant nor ally person or en[it%
<br />that directly owns a lo% or gic atcr cgnty intcres't in it not any of its officers, directors of, managing, mcmbus is a person or entity with whom U.S.
<br />801 rG Citic Center Dr—Cig• nJSmvn Aim /.easy -16-
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