CEMEX Materials Pacific LLC 4/5/2017

Fide Sale") who is not affiliated with Owner, its Affiliates, or any of their respective officers, directors, or employees, without the prior written approval of the City, which approval may be granted, withheld, or conditioned by the City in any manner in the City's sole discretion. Notwithstanding the forgoing, but always subject to Section 1.12(a)(2) above, the City acknowledges that Owner shall have the right, without the City's consent,to Transfer its interest in the Owner Property, including, without limitation, Lot 1, Lot 2, Transfer Lot 3, and Lot 4 of Division 9 to an entity that purchases all or substantially all of Owner's assets in Washington, or to a successor entity by merger or consolidation, non-bankruptcy reorganization, or government action, or to any person or entity that controls or is controlled by Owner, or that is under common control with Owner or Cemex, Inc. (an"Affiliate"), provided that Owner gives the City written notice thereof prior to such transfer(a"Transfer"). 1.17 Effective Date. The Effective Date of this Amendment is the latest of the following dates: (a) Date of execution of this Amendment by the City; (b) Date of execution of this Amendment by Owner; (c) Date of the City's receipt of the Bonds; (d) Date of delivery to Lot 1 escrow of the fully executed Lot 1 Deed of Trust with instructions to record the Lot 1 Deed of Trust against Lot 1 no later than April 10, 2017, unless the Lot 1 Profit Payment is earlier paid to the City in full; (e) Date of recording of the Lot 2 Deed of Trust against Lot 2; and (f) Date of execution by the City of two fully executed Reconveyances. Notices. In order to be effective, notices to the City under this Amendment must be delivered to Real Property Manager, City of Everett, 3200 Cedar Street, Everett, WA 98201. 28