Shelter Holdings 6/22/2022 Amendment 2

SECOND AMENDMENT TO GRANT OF EASEMENT FOR EXISTING LANDFILL SYSTEMS AND RELATED UTILITIES This Second Amendment to Grant of Easement for Existing Landfill Systems and Related Utilities ("Amendment") is made this 8th day of June, 2022 by Riverfront Commercial Investment, L.L.C, Riverfront Phase 1 LLC, Riverfront Phase 2 LLC, Riverfront Phase 3 LLC, Riverfront Phase 4 LLC, Riverfront Grocer LLC,and Riverfront Theater LLC(collectively,"RCI Entities")and the City of Everett, a municipal corporation of the State of Washington("City") (each a"Party"and together the "Parties"). This Amendment amends the Grant of Easement for Existing Landfill Systems and Related Utilities, recorded under Snohomish County recording number 200805140923,as amended by Amendment No. 1 to Grant of Easement for Existing Landfill Systems and Related Utilities,recorded under Snohomish County recording number 202001090613 (together, "Original Agreement"). All capitalized terms used and not otherwise defined in this Amendment shall have the same meaning as in the Original Agreement. The term "LEIA" or "Environmental Agreement" refers to the Landfill and Environmental Indemnification Agreement dated on or about April 30,2008 between the City and the RCI Entities predecessor-in-interest. RECITALS A. The RCI Entities,among others,are successors in interest to the Grantor of the Original Agreement. The RCI Entities own certain real property in the City of Everett,Washington, legally described in Exhibit D("Landfill Pad"). B. The City is a party to the Original Agreement and is the owner of public rights of way known as Riverfront Boulevard and 41 st Street, legally described and depicted in Exhibit H ("City Streets Property"). C. The Original Agreement created certain easements over property described in Exhibit A of the Original Agreement ("Burdened Property," also known as "Grantor's Property" in the Original Agreement). The Landfill Pad and the City Streets Property are within the Burdened Property. D. As more thoroughly explained in the Original Agreement's Recitals, the Burdened Property includes a former municipal landfill that is subject to various environmental agreements and a consent decree, as amended. Pursuant to those agreements and decree, the City constructed various environmental remediation improvements in the Burdened Property prior to the Original Agreement. The Original Agreement granted easements to the City for the purposes of operating and maintaining these improvements, which include the Existing Landfill Gas Management System, the Existing Leachate Collection System, the Existing Groundwater Monitoring System, and Related Utilities, all as defined in the Original Agreement. E. The environmental agreements and consent decree called for expansion of the landfill gas system. Since the Original Agreement was executed,the Parties have in fact expanded such system and the Parties anticipate further expansion. This expanded and expanding system, a portion of which is the Existing Landfill Gas Management System,is referred to herein as the"Landfill Gas Management System",which is defined in Section 1.0 of the LEIA or the"LFG System." F. Portions of the LFG System are located in the City Streets Property and portions of the LFG System are also(or will also be)located in the Landfill Pad. As set forth in the LEIA,the City and the RCI Entities each have certain construction,maintenance and operation responsibilities for different portions of the LFG System. This Amendment does not alter or amend the responsibilities of each party as set forth in the LEIA. In addition, the LEIA provides for what portions of the LFG System are owned by the City and what portions of the LFG System are owned by the RCI Entities. In accordance with the LEIA (1) the RCI Page 2 of 16