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7 <br /> 6.4 BNSF's Closing Deliveries. On or before the Closing Date, BNSF shall deliver to <br /> City, through the escrow agent, the following items: <br /> 6.4.1 The BNSF Property Deed, <br /> 6.4.2 Sewer Easement <br /> 6.4.3 Water Main Easement <br /> 6.4.4 Such other affidavits and certificates as are reasonably necessary or <br /> customary to consummate the transaction in form and substance mutually acceptable to <br /> 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, <br /> BNSF shall pay all ad valorem taxes assessed against the BNSF Property for the year in which <br /> the Closing occurs, and City shall pay all ad valor taxes assessed against the City Property for the <br /> year in which the Closing occurs. For all years thereafter, BNSF shall pay all ad valorem taxes <br /> assessed against the City Property, and City shall pay all ad valorem taxes assessed against the <br /> BNSF Property. No pro-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 <br /> BNSF prior to the Closing Date under any Leases affecting the BNSF Property shall be <br /> and remain the property of BNSF. After the Closing Date, except for Rents related to the <br /> City Reserved Rights, which shall remain the property of City, BNSF is entitled to and <br /> may collect all Rents (including delinquent Rents, if any) related to the City Property. <br /> 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 /> 7.3.2 All Rents collected by City prior to the Closing Date under any Leases <br /> affecting the City Property shall be and remain the property of City. After the Closing <br /> Date, except for Rents related to the BNSF Reserved Rights, which shall remain the <br /> property of BNSF, City is entitled to and may collect all Rents (including delinquent <br /> Rents, if any) related to the BNSF 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 <br /> as yet unearned. <br /> 7.4 Transfer Taxes and Recording Fees. Each party agrees to purchase, affix and <br /> cancel any and all documentary stamps in the amount prescribed by statute, and to pay any and <br /> Exchange Agreement -10- 3 7 DRAFT 5/23/06 <br />