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4 <br /> 6.4 BNSF's Closing Deliveries. On or before the Closing Date, BNSF shall deliver to City, <br /> through the escrow agent, the following items: <br /> 6.4.1 The BNSF Property Deed, <br /> 6.4.2 The Access License, <br /> 6.4.3 Such other affidavits and certificates as are reasonably necessary or customary <br /> to consummate the transaction in form and substance mutually acceptable to the parties. <br /> Section 7 Pro-rations and Closing Costs. <br /> 7.1 No Pro-rations. The parties acknowledge that, except as otherwise stated in this <br /> Agreement, no pro-rations of revenues, costs or expenses will be made at Closing. <br /> 7.2 Ad Valorem Taxes. Regardless of when such taxes become due and payable, BNSF <br /> shall pay all ad valorem taxes assessed against the BNSF Property for the year in which the Closing <br /> occurs, and City shall pay all ad valorem taxes assessed against the City Property for the year in which <br /> the Closing occurs. For all years thereafter, BNSF shall pay all ad valorem taxes assessed against the <br /> City Property, and City shall pay all ad valorem taxes assessed against the BNSF Property. No pro- <br /> rations of ad valorem taxes will be made. <br /> 7.3 Rents. <br /> 7.3.1 All rents, fees and other payments (collectively, "Rents") collected by BNSF prior <br /> to the Closing Date under any Leases affecting the BNSF Property shall be and remain the <br /> property of BNSF. After the Closing Date, except for Rents related to the City Reserved Rights, <br /> which shall remain the property of City, BNSF is entitled to and may collect all Rents (including <br /> delinquent Rents, if any) related to the City Property. No pro-rations of Rents will be made, <br /> regardless of whether any portion of any Rents collected are delinquent or are prepaid but as yet <br /> unearned. <br /> 7.3.2 All Rents collected by City prior to the Closing Date under any Leases affecting <br /> the City Property shall be and remain the property of City. After the Closing Date, except for <br /> Rents related to the BNSF Reserved Rights, which shall remain the property of BNSF, City is <br /> entitled to and may collect all Rents (including delinquent Rents, if any) related to the BNSF <br /> Property. No pro-rations of Rents will be made, regardless of whether any portion of any Rents <br /> collected are delinquent or are prepaid but as yet unearned. <br /> 7.4 Transfer Taxes and Recording Fees. Each party agrees to purchase, affix and cancel <br /> any and all documentary stamps in the amount prescribed by statute, and to pay any and all required <br /> transfer taxes, excise taxes and any and all fees incidental to recordation of the Deed for the Exchange <br /> Property such party is acquiring under this Agreement. <br /> 7.5 Survey. Pursuant to the provisions of Section 3.2.1 above, City shall pay for the cost of <br /> the original Survey and all updates thereto. <br /> 7.6 Title Insurance. Values in the appraisals shall be used to set the value of the Exchange <br /> Parcels for purposes of title insurance. City shall be responsible for the costs required to obtain ALTA <br /> extended coverage title insurance on the BNSF Property and City Property . <br /> 7.7 Survival. The provisions of this Section 7 shall survive the Closing of the exchanges <br /> contemplated under this Agreement. <br /> 20 <br /> Exchange Agreement -8- DRAFT 10/19/05 <br /> SEA 1713601v1 39546-32 <br />