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4 <br /> MAY 10,2013 DRAFT <br /> RIVERFRONT <br /> ASSIGNMENT AND ASSUMPTION AGREEMENT <br /> This Riverfront Assignment and Assumption Agreement(this "Assignment Agreement") <br /> is dated for reference purposes ,2013,and is made and entered into by and among <br /> the CITY OF EVERETT, a municipal corporation of the State of Washington (the "City"); <br /> POLYGON, a ("Polygon"); and OLIVERMCMILLAN, LLC, a <br /> California limited liability company ("OM"), and two Affiliated Entities of OM: (i)OM <br /> EVERETT, INC., a Washington corporation("OM INC"); and (ii)OMH TRANSFER AGENT, <br /> LLC,a Delaware limited liability company("OMH")(OM, OM INC, and OMH collectively,the <br /> "OMEntities")(all five parties to this Assignment Agreement, collectively,the"Parties"). <br /> A. OM INC and OMIT acquired the Landfill Pad, Simpson Pad, and Mill Site <br /> (collectively the "Properties") in accordance with and as described in that certain Property <br /> Disposition Agreement entered into on or about February 21,2007, and a memorandum of which <br /> was recorded under Snohomish County recording number 200805140860 ("Original PDA"), <br /> between the City and OM as predecessor-in-interest to OM INC and OMR, as amended by a <br /> First Amendment to Property Disposition Agreement dated September 28, 2007, a Second <br /> Amendment to Property Disposition Agreement dated February 20,2008, a Third Amendment to <br /> Property Disposition Agreement dated April 30, 2008 (the "Third Amendment"), a Fourth <br /> Amendment to Property Disposition Agreement dated October 28, 2009 (the "Fourth <br /> Amendment"), a Fifth Amendment to Property Disposition Agreement dated June 27, 2011 (the <br /> "Fifth Amendment"); and a Sixth Amendment to. Property Disposition Agreement dated <br /> (the "Sixth Amendment") (the Property Disposition Agreement as amended by all <br /> such amendments,the"PDA"or the"Agreement'). <br /> B. In connection with the PDA and the Properties, the City and the OM Entities are <br /> parties to certain other agreements: <br /> Environmental Agreements <br /> 1. Simpson Pad Environmental and Indemnification Agreement dated April • <br /> 30, 2008 by and among the City, OM, and OMH, a memorandum of <br /> which was recorded under Snohomish County recording number <br /> 200805140929("Simpson Pad Environmental Agreement'). <br /> 2. Mill Property Environmental and Indemnification Agreement dated April <br /> 30, 2008 by and among the City, OM, and OMR a memorandum of <br /> which was recorded under Snohomish County recording number <br /> 200805140930("Mill Property Environmental Agreement'). <br /> 3. Former RR ROW and River Parcels Environmental and Indemnification <br /> Agreement dated April 30, 2008 by and among the City, OM, and OMH, <br /> a memorandum of which was recorded under Snohomish County <br /> recording number 200805140928 ("River Parcels Environmental <br /> Agreement"). <br /> -1- <br /> 1 6 <br /> 1-16 <br />