Shelter Holdings 6/22/2022 Amendment 2

"Representatives," and this Section 2 and Sections 13-24 of the Original Agreement(as amended) as the "Agreement." Sections 1-12 of the Original Agreement do not apply to Landfill Pad LFG Easement, but shall continue to apply to other easements granted under the Original Agreement. The parties anticipate amending this Landfill Pad LFG Easement in the future as additional portions of the LFG System are constructed on the Landfill Pad property. This grant of easement is not intended to amend the responsibility for operation and maintenance of any portion of the LFG System set forth in the LEIA. A. O&M Contractors. The RCI Entities grant the O&M Contractors jointly hired by the Parties as established under the LEIA the right to use the Landfill Pad LFG Easement for activities as set forth in the LEIA. The City grants such O&M Contractors the right to maintain and operate the LFG System owned by the City as set forth in the LEIA. B. Use of Easement Area. As set forth in the LEIA, the City and its Representatives shall at all times use, operate, maintain, inspect, and repair the LFG System within the Landfill Pad Easement Area in compliance with all applicable federal, state and local laws, regulations, ordinances, codes, court and administrative orders and consent decrees and permit conditions, including the CAP/CD. The City and the City's Representatives shall exercise the City's rights and obligations under the Landfill Pad LFG Easement so as to use all commercially reasonable efforts to minimize interference with the use and enjoyment of Landfill Pad by the RCI Entities or any lessees,licensees,agents,employees,tenants,customers,or invitees of the RCI Entities. C. Relocation of LFG System. 1. The RCI Entities reserve the right to relocate the portions of the LFG System owned by the City within the Landfill Pad; provided, however that the written consent of the City is required prior to any relocation within the Landfill Pad, which will not be unreasonably withheld, in addition to any Ecology approval of relocation that may be required under the CAP/CD. Except as set forth herein or agreed to otherwise by the Parties,the RCI Entities shall bear the cost of relocating any such portion of the LFG System,and such relocation shall not impair functionality of the LFG System. A LFG System relocation made necessary by the RCI Entities' excavation, sitework or other construction or development work or by compliance with applicable engineering standards or other regulations shall be deemed to be relocated by the RCI Parties and shall be at the RCI Parties' sole cost. 2. The City reserves the right to relocate the portions of the LFG System in the Landfill Pad to another location within the Landfill Pad; provided, however that the written consent of the RCI Entities is required prior to any relocation within the Landfill Pad, which consent will not be unreasonably withheld, in addition to Ecology approval that may be required under the CAP/CD.It shall be reasonable for the RCI Entities to deny a request for relocation if the RCI Entities believes that such relocation may adversely impact the cost or constructability of the planned future improvements on the Landfill Pad. Except as set forth herein or agreed to otherwise by the Parties, the City shall bear the cost of relocating any such portion of the LFG System (including restoration of the Landfill Pad Easement Area to the same condition as it was prior to the relocation if it is disturbed in the course of such relocation), and such relocation shall not impair functionality of the LFG System and shall otherwise be reasonably acceptable to the RCI Entities. 3. If one Party deems it is necessary to relocate portions of the LFG System owned by the other Party in the Landfill Pad to another location within the Landfill Pad and such Page 4 of 16