Mitigation Investment Modifications. The priorities identified for and the allocations of the Mitigation Amount set forth in this Agreement reflect the full extent of natural resources-related mitigation measures and investments contemplated for the Project by the Parties. To the extent that either Party identifies revised or additional mitigation measures relevant to the Project and of potential benefit to the natural resources in Virginia, either Party may propose a reallocation of the Mitigation Amount in furtherance thereof through re-prioritization or re- allocation of the Mitigation Amount. In addition, the Commonwealth may propose to terminate any mitigation partner and propose a substitute mitigation partner, if any mitigation partner delays or fails to meet the Commonwealth’s expectations for the implementation of this Agreement. In the event of such substitution or termination, the original mitigation partner shall deliver to MVP, within thirty (30) days of receipt of written notice of substitution or termination by the Commonwealth, all remaining funds that are unobligated as of the date of such notice. In no event shall the amount of remaining funds to be returned be less than the amount that the mitigation partner would be required to return under this Agreement if MVP had terminated the Project. Returned mitigation funds shall not revert to MVP and instead shall be redirected to other mutually agreeable mitigation purposes. The Parties agree to give reasonable and timely consideration to any such proposed modifications and, in the event of agreement, memorialize any modification to the mitigation measures and investments only in accordance Paragraph 5.
