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and the predecessor Escrow Agent. Upon the effective date of resignation or removal, the <br />Escrow Agent will transfer the Escrow Fund then held by it to the successor Escrow <br />Agent selected by Lessor and Lessee. <br />9. This Escrow Agreement shall terminate upon receipt by the Escrow Agent of the written <br />notice from Lessor specified in Section 5(c) or Section 5(d) hereof. <br />10. All notices hereunder shall be in writing, sent by certified mail, return receipt requested, <br />or by mutually recognized overnight carrier addressed to the other party at its respective <br />address shown on page 1 of this Escrow Agreement or at such other address as such party <br />shall from time to time designate in writing to the other parties; and shall be effective on <br />the date or receipt. <br />11. This Escrow Agreement shall inure to the benefit of and shall be binding upon the parties <br />hereto and their respective successors and assigns. No rights or obligations of the Escrow <br />Agent under this Escrow Agreement may be assigned without the prior written consent of <br />Lessor and Lessee. <br />12. This Escrow Agreement constitutes the entire agreement between the parties hereto with <br />respect to the subject matter hereof, and no waiver, consent, modification, or change of <br />terms hereof shall bind any party unless in writing signed by all parties. <br />13. The Escrow Agent may employ agents, attorneys and accountants in connection with its <br />duties hereunder and shall not be liable for any action taken or omitted in good faith in <br />accordance with the advice of counsel, accountants, or other skilled persons. <br />14. This Escrow Agreement shall be governed by and be construed and interpreted in <br />accordance with the internal laws of the State of California. <br />[Remainder ofpage intentionally left blank] <br />I -4 <br />WCSR 339735920 <br />