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Exhibit D ATTY/AGR/2025/AMEND NO.2 – YMCA MASTER PROJECT AGREEMENT REV: 07-17-25 VR 38.Consents. Whenever in this Lease the consent or approval of either Landlord or Tenant is required or permitted, the party requested to give such consent or approval will act promptly and will not unreasonably withhold its consent or approval. 39.Memorandum of Lease. Contemporaneously with the execution of this Lease, Landlord and Tenant will execute and acknowledge for recordation in the Official Records of the County of San Mateo a Memorandum of Lease in the form of Attachment 3 hereto (“Memorandum of Lease”). 40.Attorney Fees. In the event of any action or proceeding at law or in equity between Landlord and Tenant to enforce any provision of this Lease or to protect or establish any right or remedy of either party hereunder, the unsuccessful party to such litigation shall pay to the prevailing party all costs and expenses, including reasonable attorney fees, incurred therein by such prevailing party, and if such prevailing party shall recover judgment in any such action or proceeding, such costs, expenses and attorney fees shall be included in and as a part of such judgment. 41. Integration. This Lease together with the Master Project Agreement constitutes the entire agreement between Landlord and Tenant with respect to the subject matter hereof and supersedes all prior offers and negotiations, oral or written. This Lease may not be amended or modified in any respect whatsoever except by an instrument in writing signed by Landlord, Tenant and, if required by any Lender, by Lender. 42.Amendments. This Lease may be modified only in writing and only if signed by the Parties at the time of the modification. 43.Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of California. 44.Environmental Status. Except as set forth in this Lease, Landlord has received no notice of any release of Hazardous Materials that has come to be located upon or under the Project Site or that has been generated, handled, manufactured, stored, used, transported or discharged any Hazardous Materials on, in or under the Project Site, the groundwater or any adjacent property. Landlord, to its actual knowledge, is not aware of any underground storage tanks currently located on or under the YMCA Site. As used herein, the term, “Hazardous Materials” shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant or infectious or radioactive material, including but not limited to those substances, materials or wastes regulated now or in the future under any of the following statutes or regulations promulgated thereto: (1) any “hazardous substance” within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) 42 U.S.C. §9601, et seq. or the California Hazardous Substance Account Act, Cal. Health and Safety Code §25300 et seq. or the Porter-Cologne Water Quality Act, Cal. Water Code §13000 et seq. or the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.; (2) any “hazardous waste” within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq.; or (3) any other substance, chemical, waste, toxicant, pollutant or contaminate regulated by any federal, state or local law, statute, rule, regulation or Page 24 of 50