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7 <br /> all required transfer taxes, excise taxes and any and all fees incidental to recordation of the Deed <br /> for the Exchange Property such party is acquiring under this Agreement. <br /> 7.5 Survey. Pursuant to the provisions of Section 3.1.1 above, City shall pay for the <br /> cost of 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 <br /> Exchange Parcels for purposes of title insurance. City shall be responsible for the costs required <br /> to obtain ALTA 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 <br /> exchanges contemplated under this Agreement. <br /> Section 8 Inspections; Condition of Exchange Properties. <br /> 8.1 Entry Agreement and License for Environmental Access. The parties <br /> acknowledge that City and BNSF have previously entered into an entry license dated April 22, <br /> 2004, which is attached hereto as Exhibit K and incorporated herein (the "Entry Agreement"). <br /> The terms and provisions of the Entry Agreement are incorporated herein, shall survive the <br /> Closing, shall not be merged into the BNSF Property Deed or any document delivered at the <br /> Closing and shall survive any termination of this Agreement. Any breach by City of its <br /> obligations under the Entry Agreement shall be deemed a breach by City under this Agreement. <br /> 8.2 Inspection of BNSF Property by City. <br /> 8.2.1 City acknowledges and agrees that it has been given the opportunity to <br /> fully and thoroughly inspect the BNSF Property in accordance with this Section 8. <br /> CITY IS PURCHASING THE BNSF PROPERTY ON AN "AS-IS, WHERE-IS" <br /> AND "WITH ALL FAULTS" BASIS WITH ANY AND ALL PATENT AND <br /> LATENT DEFECTS, INCLUDING THOSE RELATING TO THE <br /> ENVIRONMENTAL CONDITION OF THE BNSF PROPERTY, AND IS NOT <br /> RELYING ON ANY REPRESENTATION OR WARRANTIES, EXPRESS OR <br /> IMPLIED, OF ANY KIND WHATSOEVER FROM BNSF AS TO ANY <br /> MATTERS CONCERNING THE BNSF PROPERTY, including, but not limited to, <br /> the physical condition of the BNSF Property; zoning status; tax consequences of this <br /> transaction; utilities; operating history or projections or valuation; compliance by the <br /> BNSF Property with Environmental Laws (defined below) or other laws, statutes, <br /> ordinances, decrees, regulations and other requirements applicable to the BNSF Property; <br /> the presence of any Hazardous Substances (defined below), wetlands, asbestos, lead, <br /> lead-based paint or other lead containing structures, urea formaldehyde, or other <br /> environmentally sensitive building materials in, on, under, or in proximity to the BNSF <br /> Property; the condition or existence of any above ground or underground structures or <br /> improvements, including tanks and transformers in, on or under the BNSF Property; the <br /> condition of title to the BNSF Property, and the existence of any leases, easements, <br /> permits, orders, licenses, or other agreements, affecting the BNSF Property (collectively, <br /> the "BNSF Property Conditions"). <br /> Exchange Agreement 3 8 -11- DRAFT 5/23/06 <br />