Prevailing Party. In the event any dispute arises out of or relating to this Agreement, whether in law or equity, the prevailing Party shall be entitled to recover, in addition to the relief awarded, its reasonable attorneys' fees, paralegals' fees and costs, including, without limitation, fees and costs for any appeal, efforts for the collection of amounts owed or fees related thereto and hereto, and fees incurred in connection with any fee dispute.

Prevailing Party. In the event of any action brought to enforce the terms of this Agreement, the non-prevailing Party agrees to reimburse the prevailing Party for all costs and expenses, including attorneys’ fees, incurred by the prevailing Party in connection with such action.

Prevailing Party. In the event Landlord or Tenant is required or elects to take legal action against the other party to enforce the provisions of this Lease, then the prevailing party in such action shall be entitled to collect from the other party its costs and expenses incurred in connection with the legal action (including, without limitation, reasonable attorneys’ fees and court costs). Notwithstanding the foregoing, if Landlord shall take any legal action for collection of rent or file any eviction proceedings (whether summary or otherwise) for the non-payment of rent, and Tenant shall make payment of such rent prior to the rendering of any judgment, the Landlord shall be entitled to collect and Tenant shall pay as additional rent all filing fees and other costs in connection therewith (including reasonable attorneys’ fees). In addition, whenever any Event of Default causes Landlord to engage an attorney, architect, engineer or other professional and/or incur any other costs or expenses, Tenant agrees that it shall pay and/or reimburse Landlord for such reasonable costs or expenses within ten (10) days after being billed therefor as additional rent. Tenant hereby acknowledges and agrees that Landlord may as a condition to the effectiveness of its approval or consent to any request by Tenant which is beyond the expertise of Landlord, require that Tenant reimburse Landlord for the amount of any reasonable, third party attorneys’, architects’ and/or engineers’ fees and other reasonable costs and expenses actually incurred by or on behalf of Landlord in acting upon or in any manner relating to such request, but that Tenant shall be and remain obligated to reimburse Landlord as aforesaid whether or not Landlord requires such reimbursement from Tenant as a condition to the effectiveness of any approval or consent and whether or not Landlord shall have granted or thereafter grant such approval or consent.

Prevailing Market Rate. The Base Rent payable by Tenant for the Premises during an Extension Term shall be the Prevailing Market Rate (as defined below) for the Premises, valued as of the commencement of such Extension Term, determined in the manner hereinafter provided. As used herein, the term “Prevailing Market Rate” shall mean the annual Base Rent that a willing tenant would pay, and that a willing landlord would accept, at arm’s length, for space comparable to the Premises within other comparable first class office buildings having more than two (2) stories located in the area including and bounded by South San Francisco to the north and Sunnyvale to the south (the “Comparable Buildings”), based upon binding lease transactions for tenants in Comparable Buildings (“Comparable Leases”). Comparable Leases shall include renewal and new non-renewal tenancies, but shall exclude subleases and leases of space subject to another tenant’s expansion rights. Rent rates payable under Comparable Leases shall be adjusted to account for variations between this Lease and the Comparable Leases with respect to: # the length of the Extension Term compared to the lease term of the Comparable Leases; # the rental structure, including, without limitation, rental rates per rentable square foot (including whether gross or net, and if gross, adjusting for base year or expense stop), additional rental, all other payments and escalations; # the size of the Premises compared to the size of the premises of the Comparable Leases; # the location, floor levels and efficiencies of the floor(s) of the Premises compared to the premises of the Comparable Lease; # free rent, moving expenses and other cash payments, allowances or other monetary concessions affecting the rental rate; # the age and quality of construction of the Building compared to the Comparable Building; # the leasehold improvements and/or allowances, including the amounts thereof in renewal leases, and taking into account, in the case of renewal leases (including this Lease), the value of existing leasehold improvements to the renewal tenant, # access and proximity to Caltrain, # the amenities available to tenants in the Building compared to amenities available to tenants in Comparable Buildings; # the energy efficiencies and environmental elements of the Building compared to Comparable Buildings, including improvements required for the U.S. Green Building Council’s Leadership in Energy and Environmental Design (“LEED”) certification, # the brokerage commissions, # the availability of parking, the parking ratio and parking charges, and # the relative market rent rates within the geographic area referenced in the definition of Comparable Buildings.

Exclusive Jurisdiction; Governing Law; Prevailing Party Attorneys’ Fees. All questions concerning the construction, validity, enforcement and interpretation of this Note and venue shall be governed by and construed and enforced in accordance with [Section 5.8] of the Purchase Agreement. If any party shall commence an Action or Proceeding to enforce or otherwise relating to this Note, then, in addition to the other obligations of the [[Organization A:Organization]] elsewhere in this Note, the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

Governing Law; Jurisdiction; Prevailing Parties. This Agreement shall be governed by and construed exclusively in accordance with the internal laws of the state of California, without regard to the conflicts of laws principles thereof. The parties hereby irrevocably agree that any suit or proceeding arising directly and/or indirectly pursuant to or under this Agreement shall be brought solely in a federal or state court located in the County of Orange, State of California. By execution hereof, the parties hereby covenant and irrevocably submit to the jurisdiction of the federal and state courts located in the County of Orange, State of California, and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail addressed to them or their agent, returned receipt requested, with the same force and effect as personally served upon them in the state of California. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or proceeding and any defense or lack of jurisdiction with respect thereto. In the event of any such action or proceeding, the party prevailing therein shall be entitled to payment from the other party to such action of its reasonably attorney’s fees and disbursements.

In the event of any legal action (including arbitration) to enforce or interpret the provisions of this Agreement, the non-prevailing Party shall pay the reasonable attorneys’ fees and other costs and expenses including expert witness fees of the prevailing Party in such amount as the court shall determine. In addition, such non-prevailing Party shall pay reasonable attorneys’ fees incurred by the prevailing Party in enforcing, or on appeal from, a judgment in favor of the prevailing Party. The preceding sentence is intended by the Parties to be severable from the other provisions of this Agreement and to survive and not be merged into such judgment.

fees, paralegal fees and costs incurred by the prevailing Party in connection with such action or proceeding in addition to such other relief to which such prevailing Party is entitled.

Account Party. The Borrowers hereby authorize and direct any Letter of Credit Issuer to name the Borrower as the “Account Party” therein and to deliver to the Agent all instruments, documents and other writings and property received by the Letter of Credit Issuer pursuant to the Letter of Credit, and to accept and rely upon the Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the application therefor.

Party References. Any reference to YPC in the Agreement shall be replaced with or deemed to refer to DexYP.