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4 <br /> E2 and E3 on Exhibit A, which together total approximately 7.88 acres (the "Mitigation <br /> Easement Parcel"), to BNSF by an instrument (the "Mitigation Easement") in form and <br /> substance identical to that set forth on Exhibit C attached hereto and incorporated herein by this <br /> reference. <br /> 1.1.3 City agrees to grant and convey a non-exclusive easement over, upon and <br /> across that certain portion of the City Property described as Parcel 14 on Exhibit A, which <br /> Parcel 14 is approximately 1.52 acres in area (the "Access Easement Parcel"), to BNSF by an <br /> instrument (the "Access Easement") in form and substance identical to that set forth on <br /> Exhibit D attached hereto and incorporated herein by this reference. <br /> 1.2 Access From City Rights of Way. The City acknowledges BNSF's right to reasonable <br /> vehicular access to its rail rights of way and wetland mitigation easements where these rights of way and <br /> easements adjoin the City's existing and future vehicular rights of way. The City agrees to cooperate with <br /> BNSF in its efforts to establish, preserve, and/or secure vehicular access to rail rights of way and wetland <br /> mitigation easements adjacent to City streets. City further agrees to, where necessary, grant future <br /> licenses to BNSF permitting such vehicular access to BNSF's rail rights of way and wetland mitigation <br /> easements in form and substance satisfactory to BNSF, provided that such licenses do not unreasonably <br /> interfere with City operations. <br /> 1.3 BNSF Property. Subject to the terms and conditions set forth in this Agreement, on the <br /> Closing Date BNSF agrees to quitclaim the BNSF Property to City by quitclaim deed ("BNSF Property <br /> Deed") in form and substance identical to that set forth on Exhibit E attached hereto and incorporated <br /> herein by this reference. <br /> Section 2 Existing Information. <br /> 2.1 Delivery. Within fifteen (15) days after the Effective Date, each party will deliver to the <br /> other copies of the following information (collectively, "Existing Information") to the extent that party's <br /> Information Representative (defined below) has actual knowledge thereof at the Effective Date, without <br /> any obligation on the part of such Information Representative to investigate, and to the extent such <br /> Existing Information is in its Information Representative's possession: (i) deeds and any other documents <br /> by which a party obtained its interest in its Exchange Property; (ii) surveys, maps and drawings; <br /> (iii)construction and maintenance agreements and other agreements or commitments related to public <br /> projects; and (iv) leases, licenses, easements and all other agreements pertaining to or otherwise <br /> affecting the maintenance, operation, or use of the Exchange Property. To the extent any part of the <br /> Existing Information is available in electronic form, a party may require the other party to deliver such <br /> Existing Information in electronic form. If the transaction contemplated in this Agreement does not close <br /> for any reason, then each party shall promptly return to the other party all Existing Information and all <br /> reports of inspections, surveys, tests or other activities conducted with respect to the other party's <br /> Exchange Property without keeping any copies thereof. <br /> 2.2 No Warranties. The Existing Information for each Exchange Property shall be delivered <br /> without any representation or warranty as to the completeness or accuracy of the data or other <br /> information contained therein, and all such Existing Information is furnished to the other party solely as a <br /> courtesy, and the party delivering such Existing Information has neither verified the accuracy of any <br /> statements or other information therein contained, the method used to compile such Existing Information <br /> nor the qualifications of the persons preparing such Existing Information. The Existing Information is <br /> provided on an AS-IS, WHERE-IS BASIS, AND THE RECEIVING PARTY EXPRESSLY <br /> ACKNOWLEDGES THAT THE DELIVERING PARTY MAKES NO REPRESENTATION, EXPRESS OR <br /> IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY <br /> WARRANTY OF QUANTITY, QUALITY, CONDITION, MERCHANTABILITY, SUITABILITY OR <br /> FITNESS FOR A PARTICULAR PURPOSE AS TO THE EXISTING INFORMATION. <br /> Exchange Agreement -2- DRAFT 10/19/05 1 4 <br /> SEA 1713601v1 39546-32 <br />