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7 <br /> attorneys' fees) of any and every kind or character, known or unknown, which BNSF <br /> • might assert or allege against the City Indemnitees arising from or in any way related to <br /> the City Property Conditions or the alleged presence, use, storage, generation, <br /> manufacture, transport, release, leak, spill, disposal or other handling of any Hazardous <br /> Substances in, on or under the City Property. "City Losses" shall include without <br /> limitation (i) the cost of any investigation, removal, remedial or other response action that <br /> is required by any Environmental Law, that is required by judicial order or by order of or <br /> agreement with any governmental authority, or that is necessary or otherwise is <br /> reasonable under the circumstances, (ii) City Losses for injury or death of any person, <br /> and (iii) City Losses arising under any Environmental Law enacted after transfer. The <br /> rights of City under this section shall be in addition to and not in lieu of any other rights <br /> or remedies to which it may be entitled under this document or otherwise. This indemnity <br /> specifically includes the obligation of BNSF to remove, close, remediate, reimburse or <br /> take other actions requested or required by any governmental agency concerning any <br /> Hazardous Substances on the City Property. <br /> 8.3.4 Except to the extent otherwise required by applicable laws, BNSF shall <br /> not disclose to any third parties any information BNSF discovers or obtains concerning <br /> the City Property as a result of any inspections, surveys, tests or other activities <br /> conducted with respect to the City Property ("City Confidential Information") <br /> including, but not limited to, any oral, electronic or written information provided by City <br /> or on City's behalf. Notwithstanding the foregoing, BNSF may disclose City <br /> Confidential Information to those of BNSF's employees and agents directly involved with <br /> BNSF with respect to the acquisition of the City Property, provided such individuals and <br /> firms have agreed to maintain the confidentiality of City Confidential Information <br /> pursuant to this Agreement and provided further that BNSF shall be liable hereunder for <br /> any breach by such parties of such obligation. City Confidential Information shall not <br /> include information that is or becomes in the public domain other than as a result of a <br /> breach by BNSF or its agents. <br /> 8.4 Environmental Obligations of City. <br /> 8.4.1 The parties acknowledge that portions of the City Property and the BNSF <br /> Property, including without limitation Parcels 6, 11, 12, 14 and E3 , may be located at or <br /> near the Everett Landfill/Tire Fire Site and are thus subject to certain environmental <br /> remediation and other obligations under applicable laws and regulations (the "City <br /> Environmental Obligations"), which City Environmental Obligations include, but are not <br /> limited to, the obligations described in: (i) the Consent Decree ("Consent Decree") entered <br /> into by the State of Washington Department of Ecology and the City of Everett pursuant to <br /> that certain Order Entering Consent Decree dated April 2, 2001, No. 012036406, in the <br /> Superior Court of the State of Washington in and for the County of Snohomish and (ii) the <br /> Restrictive Covenant dated January 14, 2002 and recorded under File No. 200202110589. <br /> The parties further acknowledge that such Restrictive Covenant also requires the City to <br /> notify the Washington State Department of Ecology prior to the transfer of an interest in <br /> Parcels 12 and 14, and the City agrees to comply with such notice requirement. <br /> Exchange Agreement -14- 4 1 DRAFT 5/23/06 <br />