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7 <br /> the Closing Date at a location and through an escrow agent to be mutually agreed upon by the <br /> parties. • <br /> 6.3 City's Closing Deliveries. On or before the Closing Date, City shall deliver or <br /> cause to be delivered to BNSF, through the escrow agent, the following items: <br /> 6.3.1 Readily available funds in the amount of $956,000 ("Exchange <br /> Compensation"), which amount represents compensation from City to BNSF for the <br /> difference in values of the BNSF Property and the City Property. The amount of <br /> Exchange Compensation paid by the City at closing shall be adjusted upward or <br /> downward to reflect any changes in parcel values as a result of the pending update of the <br /> appraisals for the BNSF and City Property. In addition, if the Final Updated Survey <br /> reveals that the actual acreage within the BNSF Property or the City Property is more or <br /> less than the acreage estimated in Section 1, then the Exchange Compensation shall be <br /> adjusted upward or downward, as the case may be, based on the appraised value for each <br /> affected parcel (as reflected on Exhibit A attached hereto), on a pro rata basis for each <br /> affected parcel, considering the difference between the estimated number of acres and the <br /> actual number of acres in each affected parcel within the BNSF Property and the City <br /> Property as shown on the Final Updated Survey. The Reimbursement Cap set forth in <br /> Section 10.4 shall be increased by the amount of any decrease in the Exchange <br /> Compensation and decreased by the amount of any increase in the Exchange <br /> Compensation so that the sum of the Reimbursement Cap and the Exchange <br /> Compensation is $8,000,000. <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 <br /> customary to consummate the transaction in form and substance mutually acceptable to <br /> the parties. <br /> Exchange Agreement 3 6 -9- DRAFT 5/23/06 <br />