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7 • <br /> 16.11 Assignment. Neither party may assign its interest in this Agreement or the Entry <br /> Agreement without the other party's prior written consent; provided, however, a party's consent <br /> shall not be required for an assignment to an entity that is the successor of a party by reason of <br /> merger, consolidation or reorganization. The provisions of this Agreement and, to the extent <br /> executed, the Entry Agreement, shall bind BNSF, City, and their respective heirs, executors, <br /> administrators, successors and assigns and shall and inure to the benefit of BNSF, City and their <br /> respective heirs, executors, administrators, permitted successors and assigns. <br /> 16.12 Section 1445 of the IRC. Neither party is a foreign person as the term is used and <br /> defined in Section 1445 of the Internal Revenue Code of 1986, as amended and the regulations <br /> promulgated thereunder. Each party shall, upon request of the other party, complete an affidavit <br /> to this effect and deliver it to the requesting on or before the Closing of the exchanges <br /> contemplated hereunder. <br /> 16.13 Attorneys' Fees. If any action at law or in equity is necessary to enforce or <br /> interpret this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, costs, <br /> and discovery or investigation expenses in addition to any other relief to which that party may be <br /> entitled. <br /> 16.14 Governing Law. All questions concerning the interpretation or application of <br /> provisions of this Agreement shall be decided according to the laws of the State of Washington <br /> without regard to principles of conflicts of law. <br /> 16.15 Compliance. The parties will carry out their respective obligations under this <br /> Agreement in accordance with applicable federal, state and local law. <br /> [THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] <br /> 54 <br /> Exchange Agreement -27- DRAFT 5/23/06 <br />