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Exhibit D <br />ATTY/AGR/2025/AMEND NO.2 – YMCA MASTER PROJECT AGREEMENT <br />REV: 07-17-25 VR <br />Santa Clara, CA 95051 <br />Tel: (408) 351-6450 <br />Fax: (951) 780-3837 <br />E-mail: Michael.Ackerman@ymcasv.org <br />Ira Holtzman, Chief Financial Officer <br />YMCA of Silicon Valley <br />80 Saratoga Avenue <br />Santa Clara, CA 95051 <br />Tel: (408) 351-6450 <br />E-mail: ira.holtzman@ymcasv.org <br />Mindie S. Romanowsky <br />Jorgenson, Siegel, McClure & Flegel LLP <br />1100 Alma Street, Suite 210 <br />Menlo Park, CA 94025 <br />Tel: (650) 324-9300 <br />E-mail: msr@jsmf.com <br />or such other address or addresses as Tenant shall from time to time designate, or to such agent of <br />Tenant as it may from time to time designate, by notice in writing to Landlord. Notices or <br />communications to Lender shall be addressed to Lender at such address as Lender shall from time to <br />time designate by notice in writing to Landlord. Any notice mailed in the manner above set forth <br />shall be deemed to have been received unless returned to the sender by the post office. <br />31.Limitation of Landlord’s Liability. In the event of any transfer of Landlord’s <br />interest in this Lease, the Landlord herein named (and in case of any subsequent transfer, the then <br />transferor) shall be automatically freed and relieved from and after the date of such transfer of all <br />personal liability for the performance of any covenants or obligations on the part of Landlord <br />contained in this Lease thereafter to be performed; provided, however, that any funds in the hands of <br />Landlord or the then transferor at the time of such transfer, in which Tenant has an interest shall be <br />turned over to the transferee and any amount then due and payable to Tenant by Landlord or the then <br />transferor under any provision of this Lease shall be paid to Tenant; and provided, further, that upon <br />any such transfer, the transferee shall expressly assume, subject to the limitations of this Section 31 <br />(Limitation of Landlord’s Liability), all of the agreements, covenants and conditions in this Lease to <br />be performed on the part of Landlord, it being intended hereby that the covenants and obligations <br />contained in this Lease on the part of Landlord shall, subject as aforesaid, be binding on each <br />Landlord, its successors and assigns, only during its period of ownership. <br />32.Estoppel Certificates. Tenant or Landlord, as the case may be, will execute, <br />acknowledge and deliver to the other and/or to Lender, within Twenty (20) days of request, its <br />certificate certifying (a) that this Lease is unmodified and in full force and effect (or, if there have <br />been modifications, that this Lease is in full force and effect, as modified, and stating the <br />Page 22 of 50