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6.2A <br /> Page 23 <br /> i <br /> CONSENT OF ESCROW AGENT <br /> Escrow Agent hereby acknowledges receipt of this Agreement, which has been executed <br /> by the parties. Escrow Agent hereby agrees (i) to be and serve as Escrow Agent pursuant to this <br /> Agreement; and (ii) subject to further escrow instructions mutually agreeable to the parties and <br /> Escrow Agent, to be bound by the Agreement in the performance of its duties as Escrow Agent <br /> and to hold and disburse all funds received by Escrow Agent in accordance with the provisions <br /> of this Agreement; provided, however, Escrow Agent shall have no obligation, liability, or <br /> responsibility under any amendment to the Agreement unless and until the same is accepted by <br /> Escrow Agent in writing. Escrow Agent further agrees to immediately deliver to each of Seller <br /> and Agency's counsel one (1) original counterpart of this Agreement executed by the parties and <br /> Escrow Agent. Escrow Agent has assigned this Agreement file number <br /> By: <br /> Its: <br /> ]9 <br /> R2483.00000\5571002.3 <br /> ATTY/AGR/2010.120 <br /> 103010 <br />