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13. OM Affiliated Entities <br />(a) Prior to Closing, OM will assign its right to purchase the Simpson Site and the <br />Mill Site under the Agreement to OMH, which OM represents and warrants to be an Affiliated <br />Entity pursuant to Section 14.1 of the Agreement (the "OMH Assignment"). OMH desires to <br />acquire the Simpson Site and the Mill Site from the City and, by signing this Amendment, <br />represents and warrants that it is an Affiliated Entity of OM and does hereby assume the rights, <br />obligations and liabilities of OM under the Agreement with respect to the Simpson Site and the <br />Mill Site. OM hereby affirms that it is not and shall not be released or relieved of any <br />obligations under the Agreement as a consequence of the OMH Assignment. <br />(b) Prior to Closing, OM will assign its right to purchase the Landfill Site under the <br />Agreement to OM INC, a newly formed Washington corporation, which OM represents and <br />warrants to be an Affiliated Entity pursuant to Section 14.1 of the Agreement (the "OM INC <br />Assignment"). OM INC desires to acquire the Landfill Site from the City and, by signing this <br />Amendment, represents and warrants that it is an Affiliated Entity of OM and does hereby <br />assume the rights, obligations and liabilities of OM under the Agreement with respect to the <br />Landfill Site. OM hereby affirms that it is not and shall not be released or relieved of any <br />obligations under the Agreement as a consequence of the OM INC Assignment. <br />14. Easements. At Closing, the Easement Agreements forms acceptable to the City <br />and OM shall be signed, delivered and recorded by the parties to this Amendment that are <br />described therein. The Easements, when signed, delivered and recorded at Closing shall satisfy <br />the requirements of Sections 3.7, 3.8, 3.9 and 3.10 of the Agreement. Such Easements shall <br />include a Temporary Construction Easements Agreement, a Reciprocal Access, Utilities and <br />Trail Easement and Agreement (Simpson Property), a Secondary Fire Access Road Easement, <br />and an Easement for Existing Landfill Systems and Related Utilities, all of which shall be <br />executed by the parties and recorded at Closing. <br />15. Dedication Agreement. The Parties agree that the Dedication, Easement and <br />Maintenance Agreement form attached to this Amendment as Exhibit I shall be signed, delivered <br />and recorded by the parties described therein at Closing and shall constitute the Dedication, <br />Easement and Maintenance Agreement referred to in Sections 7.2.9 and 16.6 of the Agreement. <br />16. Public Works Yard. The second sentence in Section 3.6 of the Agreement is <br />hereby amended to read as follows: <br />The City agrees to relocate the equipment and other personal property items on <br />the Public Works Yard as soon as reasonably possible after Closing but in no event later <br />than sixty (60) days after the Closing Date, and OM agrees to enter into a lease with the <br />City at Closing to permit the City to continue to use the Public Works Yard, without the <br />payment of rent but with an obligation to pay for all taxes, insurance (which insurance <br />shall include OM, its agents, employees, contractors and consultants as additional <br />insureds), utilities and other operational costs, until the Public Works Yard is vacated by <br />the City as provided herein (the "Public Works Yard Lease"). <br />06107-0063/LEGAL14200426.1 <br />