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Exhibit D ATTY/AGR/2025/AMEND NO.2 – YMCA MASTER PROJECT AGREEMENT REV: 07-17-25 VR IS IMPRACTICABLE AND EXTREMELY DIFFICULT TO FIX THE AMOUNT OF SUCH DAMAGES TO THE CITY, BUT THE PARTIES ARE OF THE OPINION, AND PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, UPON THE BASIS OF ALL INFORMATION AVAILABLE TO THEM, THAT SUCH DAMAGES WOULD BE APPROXIMATELY EQUAL TO ONE MILLION TWO HUNDRED-FIFTY THOUSAND DOLLARS ($1,250,000) WHICH SUM TENANT SHALL PAY TO LANDLORD WITHIN TEN (10) DAYS FOLLOWING RECEIPT OF LANDLORD’S NOTICE OF TERMINATION AS THE TOTAL OF ALL LIQUIDATED DAMAGES FOR SUCH DEFAULT BY TENANT AND NOT AS A PENALTY. (c) Upon the occurrence of any Tenant Default under Subsections 25(a)2 – a(6) above, and the expiration without cure of any applicable notice and cure periods, Landlord shall have, in addition to Landlord’s other rights and remedies at law or in equity, all of the following rights: (1) Landlord shall have the right at any time thereafter to give notice of termination to Tenant, and on the date specified in such notice (which shall not be less than Thirty (30) days after the giving of such notice) this Lease shall, subject to Section 25(d), terminate. If any such termination of this Lease occurs, Landlord may then or any time thereafter re-enter the YMCA Site and improvements thereon by summary proceedings or otherwise, remove therefrom all property, and enjoy the YMCA Site, without prejudice to any other remedies that Landlord may have by reason of Tenant’s Default. (2) Landlord shall have the right, without terminating this Lease, to re- enter the YMCA Site and improvements thereon by summary proceedings or otherwise if allowed by Laws and remove all persons and property, and Tenant shall remain liable as hereinafter provided. No commencement and prosecution of any action by Landlord in unlawful detainer, ejectment or otherwise, or execution of any judgment or decree obtained in any action to recover possession of the YMCA Site, nor any re-entry by Landlord, shall be construed as an election to terminate this Lease, unless Landlord shall give notice to Tenant of such intention. (d) Should Landlord terminate this Lease for a Tenant Default under Subsections 25(a)2 – a(6) above, Landlord shall be entitled, at Landlord’s election, to damages as provided by law. Such damages shall include, subject to the limitations provided in said Section 1951.2 and in Section 25(e), the worth at the time of award of the unpaid Rent and other sums then owing by Tenant to Landlord under this Lease that had been earned and/or incurred at the time of termination of this Lease. The “worth at the time of the award” of the amounts is computed by allowing interest at the Index Rate (not to exceed the maximum legal rate). (e) In the event of any termination of this Lease for a Tenant Default under Subsections 25(a)2 – a(6) above, Landlord shall, to the extent, if any, required by applicable law, use commercially reasonable and diligent efforts to, at a minimum, relet the YMCA Site as soon as practicable at the same or substantially the same terms and conditions contained in this Lease. Landlord may execute any lease made pursuant to the terms of this Section 25(e) in Landlord’s own name, and Tenant shall have no right or authority whatsoever to collect any rent from such new tenant Page 19 of 50