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7 <br /> • all Regulatory Approvals obtained. BNSF agrees to reasonably cooperate with City in <br /> the obtaining of the Regulatory Approvals; provided, however, BNSF shall not be <br /> obligated to incur any cost or expense related to obtaining the Regulatory Approvals. <br /> 4.1.3 If the City does not obtain all Regulatory Approvals by December 31, <br /> 2006, as required above, any dates by which BNSF is required to perform any obligation <br /> under this Agreement shall be extended by the number of days the City is delayed in <br /> obtaining the Regulatory Approvals. If any Regulatory Approval is denied or in any <br /> event not obtained by December 31, 2006, then either: <br /> (a) the City and BNSF will attempt to (i) redesign the Replacement Facilities <br /> in a cost effective manner so that all Regulatory Approvals can be obtained, (ii) <br /> determine any increased costs associated with constructing the redesigned Replacement <br /> Facilities, and(iii) negotiate as to responsibility between the parties as to payment for any <br /> increased costs for the construction of the redesign; provided, however, BNSF may reject <br /> any such redesign and cost allocation in its sole and absolute discretion and the City will <br /> be solely responsible for payment of all design and engineering fees incurred as a result <br /> of such redesign; or <br /> (b) if BNSF cannot reach agreement with the City as to a redesign and <br /> associated costs under Section 4.1.3(a) on or before June 30, 2007, BNSF may require the <br /> City Property to be conveyed back to the City and the BNSF Property be conveyed back <br /> to BNSF under the same terms as the original conveyances at Closing, including return to <br /> the City of the Exchange Compensation, as provided below. Any closing costs incurred <br /> as a result of such unwinding of the Closing shall be at the sole cost of City, and upon <br /> such reconveyance of the BNSF Property and City Property neither party shall have any <br /> further obligations under this Agreement, except that BNSF shall be entitled to <br /> reimbursement for all Reimbursable Costs incurred through the date of the reconveyance. <br /> 4.1.4 BNSF has determined that no abandonment approval is required from the <br /> Surface Transportation Board ("STB"). If for any reason BNSF subsequently decides to <br /> pursue abandonment approval from the STB, such approval shall be obtained at BNSF's <br /> cost; provided, however, that such costs shall be reimbursable to BNSF as part of the <br /> Replacement Costs. <br /> 4.2 Mitigation Plan Compliance Letter. City has previously prepared a wetlands <br /> mitigation concept plan ("Mitigation Plan"), attached hereto as Exhibit H and incorporated herein <br /> by this reference, for the wetlands mitigation necessary for a possible future fourth track and an <br /> associated access/maintenance road parallel to and east of the Mainline Tracks ("Future Track <br /> Expansion") as described in such Mitigation Plan. Any changes to the Mitigation Plan for the <br /> Future Track Expansion shall be subject to the prior written approval of BNSF. Prior to the <br /> Closing, City shall deliver to BNSF a letter ("Mitigation Plan Compliance Letter") signed by the <br /> City's Planning Director that affirms compliance of the Mitigation Plan with the City's current <br /> sensitive areas regulations, such letter being in the form attached hereto as Exhibit I and <br /> Exchange Agreement -6- DRAFT 5/23/06 3 3 <br />