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-9- <br />10.This Agreement shall be governed by and construed in accordance with the laws of <br />the State of California and the parties hereto consent to jurisdiction in the State of California and <br />venue in any state or Federal court located in the State of California, and each party expressly <br />waives any objections that it may have to the venue of such courts. The parties hereto expressly <br />waive any right to trial by jury in any action brought on or with respect to this Agreement. If the <br />waiver of jury trial contained herein is unenforceable for any reason, then the parties hereto agree <br />that the court shall, and is hereby directed to, make a general reference pursuant to California Code <br />of Civil Procedure Section 638 to a referee to hear and determine all of the issues in such action <br />or proceeding (whether of fact or of law) and to report a statement of decision. <br />11.Any bank or corporation into which the Escrow Agent may be merged or with which <br />it may be consolidated, or any bank or corporation to whom the Escrow Agent may transfer a <br />substantial amount of its escrow business, shall be the successor to the Escrow Agent without the <br />execution or filing of any paper or any further act on the part of any of the parties, anything herein <br />to the contrary notwithstanding. Any bank or corporation into which the Lessor may be merged <br />or with which it may be consolidated, or any bank or corporation to whom the Lessor may transfer <br />a substantial amount of its business, shall be the successor to the Lessor without the execution or <br />filing of any paper or any further act on the part of any of the parties, anything herein to the contrary <br />notwithstanding. <br />12.This Agreement may be amended, modified, and/or supplemented only by an <br />instrument in writing executed by all parties hereto. <br />13.No party hereto shall assign its rights hereunder until its assignee has submitted to the <br />Escrow Agent (i) Patriot Act disclosure materials and the Escrow Agent has determined that on <br />the basis of such materials it may accept such assignee as a customer and (ii) assignee has delivered <br />an IRS Form W-8 or W-9, as appropriate, to the Escrow Agent which the Escrow Agent has <br />determined to have been properly signed and completed. <br />14.Escrow Agent will treat information related to this Agreement as confidential but, <br />unless prohibited by law, Lessee and Lessor authorize the transfer or disclosure of any information <br />relating to the Agreement to and between the subsidiaries, officers, affiliates and other <br />representatives and advisors of Escrow Agent and third parties selected by any of them, wherever <br />situated, for confidential use in the ordinary course of business, and further acknowledge that <br />Escrow Agent and any such subsidiary, officer, affiliate or third party may transfer or disclose <br />any such information as required by any law, court, regulator or legal process. <br />Lessor will treat information related to this Agreement as confidential but, unless <br />prohibited by law, Escrow Agent and Lessee authorize the transfer or disclosure of any information <br />relating to the Agreement to and between the subsidiaries, officers, affiliates, other representatives <br />and advisors of Lessor and debt and equity sources and third parties selected by any of them, and <br />to their prospective assignees wherever situated, for confidential use in the ordinary course of <br />business, and further acknowledge that Lessor and any such subsidiary, officer, affiliate, debt and <br />equity source or third party or prospective assignee may transfer or disclose any such information <br />as required by any law, court, regulator or legal process. <br />334