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• <br /> Section 5 Intentionally Deleted. <br /> Section 6 Closing. <br /> 6.1 Closing. The parties acknowledge and agree that the closing of the exchange of the <br /> Exchange Properties will occur simultaneously. The parties expressly acknowledge and agree that the <br /> terms and conditions of this Agreement shall survive the Closing and shall not merge into the City <br /> Property Deed, BNSF Property Deed or other closing documents delivered at the Closing. The term <br /> "Closing" as used in this Agreement shall apply to both the closing for the City Property and/or the <br /> closing for the BNSF Property, as applicable in the context. <br /> 6.2 Closing Date; Location. Subject to the terms and conditions of this Agreement, the <br /> Closing will occur on or before December 15, 2005 ) (the "Closing Date"). The Closing shall take place <br /> on the Closing Date at a location and through an escrow agent to be mutually agreed upon by the parties. <br /> 6.3 City's Closing Deliveries. On or before the Closing Date, City shall deliver or cause to be <br /> delivered to BNSF, through the escrow agent, the following items: <br /> 6.3.1 Readily available funds in the amount of $942,000 ("Exchange <br /> Compensation"), which amount represents compensation from City to BNSF for the difference in <br /> values of the BNSF Property and the City Property. The amount of Exchange Compensation <br /> paid by the City at closing shall be adjusted upward or downward to reflect any changes in parcel <br /> values as a result of the pending update of the appraisals for the BNSF and City Property. In <br /> addition, if the Final Updated Survey reveals that the actual acreage within the BNSF Property or <br /> the City Property is more or less than the acreage estimated in Section 1, then the Exchange <br /> Compensation shall be adjusted upward or downward, as the case may be, based on the <br /> appraised value for each affected parcel (as reflected on Exhibit A attached hereto), on a pro <br /> rata basis for each affected parcel, considering the difference between the estimated number of <br /> acres and the actual number of acres in each affected parcel within the BNSF Property and the <br /> City Property as shown on the Final Updated Survey. <br /> 6.3.2 The City Property Deed, <br /> 6.3.3 The Mitigation Easement, <br /> 6.3.4 The Access Easement, <br /> 6.3.5 The Mitigation Plan Compliance Letter, <br /> 6.3.6 The Junction Avenue Closure Documentation, <br /> 6.3.7 The Final Updated Survey, <br /> 6.3.8 The Easement to Operate, <br /> 6.3.9 Boundary Line Adjustments, as necessary, approved by the City Planning <br /> Department for City Property and the BNSF Property, <br /> 6.3.10 The Legal Opinion, <br /> 6.3.11 Such other affidavits or certificates as are reasonably necessary or customary to <br /> consummate the transaction in form and substance mutually acceptable to the parties. <br /> I_ 9 <br /> Exchange Agreement -7- DRAFT 10/19/05 <br /> SEA 1713601v1 39546-32 <br />