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Exhibit D <br />ATTY/AGR/2025/AMEND NO.2 – YMCA MASTER PROJECT AGREEMENT <br />REV: 07-17-25 VR <br />hereunder shall be reduced in the proportion that any area of the YMCA Site so taken or condemned <br />shall bear to the total YMCA Site prior to the taking. <br />23. Landlord’s Right of Inspection. Landlord shall have the right to enter and inspect <br />the New YMCA upon not less than Two (2) business days prior written notice to Tenant. <br />24. Default by Landlord: Remedies of Tenant. <br />(a) Events of Default. Landlord shall be in default of this Lease if it fails to <br />perform any provision of this Lease that it is obligated to perform or if any of Landlord’s <br />representations or warranties is untrue or becomes untrue in any material respect, and if the failure <br />to perform or the failure of such representation or warranty is not cured within Thirty (30) days after <br />notice of the default has been given to Landlord. If the default cannot reasonably be cured within <br />Thirty (30) days, Landlord shall not be in default of this Lease if Landlord commences to cure the <br />default within such Thirty (30)-day period and diligently and in good faith continues to cure the <br />default until completion, but in no event longer than One Hundred Twenty (120) days from the date <br />of notice of default. <br />(b) Right to Cure; Tenant’s Remedies. If Landlord fails to cure a default by <br />Landlord after expiration of the applicable time for cure of a particular default, Tenant, at its election, <br />but without obligation therefor (i) may seek specific performance of any obligation of Landlord, after <br />which Tenant shall retain, and may exercise and enforce, any and all rights that Tenant may have <br />against Landlord as a result of such default; (ii) from time to time without releasing Landlord in <br />whole or in part from the obligations to be performed by Landlord hereunder, may cure the default <br />at Landlord’s cost; (iii) may terminate this Lease, and/or (iv) may exercise any other remedy given <br />hereunder or now or hereafter existing at law or in equity. Any reasonable costs incurred by Tenant <br />in order to cure such a default by Landlord shall be due immediately from Landlord, together with <br />interest, and may be offset against any amounts due from Tenant to Landlord. Upon the occurrence <br />of any Landlord Default and the expiration without cure of any applicable notice and cure periods, <br />Tenant may, at its option and in addition to all of Tenant’s other rights and remedies at law or in <br />equity, do any of the following: (a) terminate this Lease upon notice to Landlord; (b) incur, and <br />deduct from succeeding Rent or any other sum or monetary obligations owed to Landlord, as <br />prescribed by this Lease, the amount of any judgment obtained from a federal or state court resulting <br />from Landlord’s failure to perform any obligation that Landlord has failed to perform; and (c) <br />exercise any other remedy explicitly provided in this Lease for the breach of a specific term or <br />condition. Tenant agrees that no officer, employee, director, manager, member, owner, agent, counsel <br />or trustee of Landlord shall be liable for Landlord’s duties and obligations under this Lease and that <br />any recovery of damages or any other sums due Tenant from Landlord may only be recovered from <br />Landlord’s interest in the YMCA Site. <br />(c) Waiver of Consequential Damages. Notwithstanding anything in this Lease <br />to the contrary, except as expressly set forth herein, neither Landlord nor Tenant will be liable to the <br />other for consequential or special damages, such as lost profits or interruption of either Party’s <br />business. <br />Page 17 of 50