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7 <br /> standards for extended title insurance and to incorporate all changes requested by BNSF <br /> and City (the "Final Updated Survey"). City shall cause the Surveyor to update the <br /> Final Updated Survey to show all lot adjustments, easements, removed improvements <br /> and other matters occurring prior to or resulting from the Closing within 30 days after <br /> the Closing and submit such update to BNSF and City for review, comment and approval <br /> (as approved by City and BNSF, the"Closing Survey"). The cost of the original Survey, <br /> Final Updated Survey, and Closing Survey and updates thereto, including updates to the <br /> survey necessary to meet ALTA standards for extended title insurance, shall be paid by <br /> the City and shall not be included in the Reimbursement Cap (defined below). <br /> 3.1.2 BNSF and City have each obtained and examined an Owner's <br /> Commitment for Title Insurance setting forth the status of the title of the Exchange <br /> Property such party proposes to acquire pursuant to this Agreement (each, a "Title <br /> Commitment"), which Title Commitments showed all encumbrances, liens, reservations, <br /> restrictions, easements and other matters of record, if any, relating to the respective <br /> Exchange Property (including a legible copy of all documents referred to in the Title <br /> Commitment, including but not limited to, plats, reservations, restrictions, and <br /> easements). See Title Commitments from Rainier Title (formerly Lawyers Title Agency <br /> of Washington) for the BNSF Property (Reports No. 306859, No. 306861, No. 321930, <br /> and No. 321931), and for the City Property (Reports No. 364510 and No. 364511 (which <br /> have been combined as No. 364511 in the Pro Forma Policies described below), <br /> No. 364512, No. 364514, No. 364515, No. 387275, No. 387276, No. 387277 and No. <br /> 387278). <br /> 3.2 Title Policies. BNSF and City have selected Rainier Title to provide extended <br /> title insurance for their respective acquisitions of Exchange Property. Based upon the review by <br /> BNSF and the City of the Title Commitments, Rainier Title has issued pro forma title policies for <br /> each Exchange Property parcel (the "Pro Forma Title Policies") in the form and substance <br /> identical to what is set forth on Exhibit F attached hereto and incorporated by this reference. <br /> BNSF and City have agreed to close the exchange of the Exchange Properties based upon title <br /> policies issued by Rainier Title in the form and substance identical to the Pro Forma Title <br /> Policies. <br /> 3.3 Release of Liens Affecting BNSF Property. Notwithstanding the foregoing <br /> provisions of Section 3.2 or anything to the contrary contained herein: <br /> 3.3.1 If any portion of the BNSF Property is encumbered by liens of one or more <br /> mortgages of BNSF (or its predecessors), BNSF shall deliver to City good and sufficient <br /> releases of such liens that are applicable to the BNSF Property within ninety (90) days <br /> after the first meeting of BNSF's Board of Directors held after the Closing Date. BNSF <br /> hereby indemnifies the City and Rainier Title for all losses up to, but not to exceed, the <br /> amounts the City has paid BNSF pursuant to Section 10.5.1 and Section 10.5.2 of this <br /> Agreement or the fair market value of the BNSF Property at the time of the Closing, <br /> whichever amount is higher, to the extent BNSF fails to obtain and deliver to City good <br /> and sufficient releases of such liens against the BNSF Property. This provision shall <br /> 31 <br /> Exchange Agreement -4- DRAFT 5/23/06 <br />