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EXHIBIT 1D
<br />Project, restrict access to Pardons 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 ao way constitute a
<br />constructive eviction of Tenant nor entitle Tenant to any abatement or Rent. Landlord shall have no responsibility or IiAblllly to Tenant for any
<br />Injury to or interference with Tenant's business arising from oily such Construction Work, and Tenant shall not be entitled to any changes from
<br />Landlord Tor loss or use or the Premises, In whole or In part, or for loss of Tenant's personal property or Improvenu ails, resulting From die
<br />Construction Work or Landlord's actions in eo inaction therewith or for any Inconvenience occasioned by such Consauction Work or Landlord's
<br />actions in connection therewith.
<br />17.3.5 Other bights Reserved by Lnr lm•d. 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 dismrbanco o1'Tanant's use or possession orthe
<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 or signs, window
<br />shades, blinds, drapes, awnings or other similar Items, and all Internet lighting that may be visible from the exterior of the Premises and,
<br />notwithstanding the provisions of Article 10, the design, Arrangement, style, color end general appearance of the portion bribe Premises visible fiam
<br />the exterior, and contents thereof, including, without limitation, fbrilbare, 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 some purposes that are generally prevailing in first class office buildings in the area; (b) to display the Premises and/or Cie Building
<br />and/or the Project to mortgagees, prospective mortgugees, prospective purchasers and ground lessors at reasonable hours upon reasonable advance
<br />notice to Tenant; (c) to change the arrangement of entrances, doom, 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 great 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 die purposes
<br />permitted underthis Lease; (a) to prohibit the placement of vending or dispensing machines of any kind In or about the Premises other than for use by
<br />Tenant's employees•, (0 to prohibit the p(aeomenl of video or ureter electronic games in the Premises; I&) 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 or the United States Post Office and to
<br />discontinue say mail chute business In the Building and/or the Project; (it) subject to Tenant's rights oraccess under Section 2 1 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 dales 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; (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 andlor 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 die Parking Facilities at any time, and/or to provide for nonuso, pullet use or restricted use of
<br />portions thereof, (m) to delegate control of the Pinking 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) reosenaldy appropriate action to comply with oily Law ar mandatory controls or voluntary
<br />controls promulgated by any governments] or quasl•govemntantal 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 lie provision of any other utility or service meter (ii) the reduction andlor
<br />management of traffic, bansporintlur or parking fit 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 In any
<br />manner affect this Lease or die obligations of Tenant hereunder, or increase any of the obligations of Landlord hereunder.
<br />1715 poree Nlnioure. Landlord shall incur no liability to Tenant with respect to, and shall not be responsible for any failure to
<br />perform anyof Landlord's obligations hereunder Irsuch railure isca rsed by any reason beyond die control of Landlord, including, bill not limited to,
<br />strike, labor trouble, govarrmemal role, regulntimns, ordinance, statute or Interpretation, or by tire, earthquake, civil commotion, or failure or
<br />disruption of utility services (n "Force MAleure Event"). The amount or time rot 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 shuilar to or
<br />d iflerent from the foregoing types of occurrences.
<br />IT6 Qflarnevs'Fees; Covurinelax^ No Connterclnlmi Choice or LAwsi wnivar ariory Trhtl
<br />17.6.1 Attorneys' pees, Ireither Landlord or Truant shall comnnence oily action orodner proceeding against the other arising
<br />out of, or relntiug to, this Lease or the Premises, the prevailing party shall be entitled to recover from the lasing party, in addition to any odncr relief,
<br />its actual Attorneys' fees Irrespective or whether or not the notion or other proceeding is prosecuted to judgment and invspective of any court
<br />schedule orrensonnblc etorrayl' tees, In addition, Tenant shall reimburse Landlord, upon demand, for all reasonable attorneys' lees incurred in
<br />collecting Renl or othemise seeking enforcement against Tenant, Its sublessees and assigns, al'Teannt's obligations under this Lease.
<br />116.2 Covernina Law, This Lease shall be governed by, and consbmed In accordance Willi, the laws of Ilia sate of
<br />Californin (wilhout regard to its conflict of Iowa principles),
<br />17.6.3 Choice or,tan-belle imr. Tenant hereby submits to local jurisdlotimn In the State of California And agrees that any
<br />notion by Tcanm Against Landlord shall be instituted in the State or cnlirorniu and that Landlord shall have personal jurisdiction Ever Tenant for any
<br />action brought by landlord agnlnst'renanl fur (lie State ofCAlilbrnta.
<br />17.6A Waiver or Trial by Jury, TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT
<br />EACH EXPRESSLY WAIVE THEIR RIG[ IT TO TRIAL BY JURY IN ANY TRIAL HELD A"a A RESULT OF A CLAIM ARISING OUT OF Olt
<br />IN CONNECTION WITH THIS LEASE 1N WHICH LANDLORD AND TENANT ARE ADVERSE PART IFS, 'I'tIG FILING OF A CROSS.
<br />COiM PLA INT BY ONE AGAI NS'I"'I'HE OTHER ER IS S UFFICI FNT TO MAKE THE PARTIES "ADVERSF"
<br />17.7 OFAQ Conmliancc. Tonunt represents, warrants and covenants to Landlord: (a) Thal neither dneTumin nor any person or evilly
<br />Ihnt directly owns a I096 or greater equity interest In it nor oily of its olBcem directors or managing members is a person or entity with whom U.S,
<br />3dr Illc'hde C'"Wer Or—Cle'rfSAnm Ann Lelod -16-
<br />80A-344
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