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Exhibit D
<br />ATTY/AGR/2025/AMEND NO.2 – YMCA MASTER PROJECT AGREEMENT
<br />REV: 07-17-25 VR
<br />modifications), (b) the dates, if any, to which the Rent, and other monetary obligations have been
<br />paid, (c) whether there are then existing any charges, offsets or defenses against the enforcement by
<br />Landlord of any agreement, covenant or condition hereof on the part of Tenant to be performed or
<br />observed (and, if so, specifying the same), and (d) whether there are then existing any defaults by
<br />Tenant in the performance or observance by Tenant of any agreement, covenant or condition hereof
<br />on the part of Tenant to be performed or observed and whether any notice has been given to Tenant
<br />of any default which has not been cured (and, if so, specifying the same). Any such certificate may
<br />be relied upon by a prospective purchaser, mortgagee or trustee under a leasehold deed of trust of the
<br />YMCA Site or any part thereof.
<br />33. Holding Over. This Lease shall terminate without further notice upon the
<br />Termination Date, and any holding over by Tenant after the Termination Date shall not constitute a
<br />renewal hereof or give Tenant any rights hereunder or in or to the YMCA Site, except as otherwise
<br />herein provided, it being understood and agreed that this Lease cannot be renewed, extended or in
<br />any manner modified except in writing signed by Landlord and Tenant.
<br />34. Non-Waiver of Governmental Rights. Nothing in this Lease shall be construed to
<br />in any way to obligate Landlord or any other governmental authority to take any discretionary action
<br />relating to the construction, development, or operation of the New YMCA, including, but not limited
<br />to, condemnation, rezoning, variances, subdivision, environmental clearances, or any other
<br />governmental approvals which are or may be required pursuant to the legal requirements. Nothing in
<br />this Lease shall be construed to restrict or impair in any manner whatsoever any legal requirement or
<br />the exercise by Landlord of any governmental powers or rights thereunder.
<br />35. Severability. In case any one or more of the provisions contained in this Lease shall
<br />for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality
<br />or unenforceability shall not affect any other provisions of this Lease, but this Lease shall be
<br />construed as if such invalid, illegal, or unenforceable provisions had not been contained herein.
<br />36. Time. Time is of the essence of each provision of this Lease. Wherever under this
<br />Lease there is a day or time period established for performance and such day is or such time period
<br />expires on a Saturday, Sunday or holiday, then such time for performance shall be automatically
<br />extended to the next Business Day.
<br />37. Force Majeure. If either Party shall be delayed or hindered in or prevented from the
<br />performance of any act required hereunder by reason of strikes, lockouts, labor troubles, inability to
<br />procure materials, unusually severe weather, terrorism, earthquake, failure of power, restrictive
<br />governmental laws or regulations, riots, insurrection, war or other reason of a similar or dissimilar
<br />nature not the fault of such Party, then performance of any such act shall be extended for a period
<br />equivalent to the period of such delay (not to exceed 30 days in the aggregate). In each case, the Party
<br />delayed, hindered or prevented shall promptly notify the other Party of the event causing the delay,
<br />hindrance or prevention. The foregoing, however, shall not operate to excuse either Party from
<br />securing necessary financing to meet its obligations or from making any Rent or other payments due
<br />under this Lease.
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