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-2. Fund,- The Adjustment Fund shall be a source for any payment to be made by Sellers m Buyer pursuant to Section 2.6(6)(1 HB) of the Purchase Agreement, in each case, subject to the terms, conditions and limitations set forth in the Purchase Agreement. 1.2 Reetint. The Escrow Agent hereby acknowledges receipt ofthe Adjustment Deposit. The Escrow Agent shall deposit, upon receipt. the Adjustment Deposit into a separate interest bearing account established for such purpose. the sole signatory of which shall be the Escrow Agent, The Escrow Agent agrees to hold and disburse the Adjustment Fund in accordance with the terns and conditions of this Agreement and for the uses and purposes stated herein. 1.3 Investment and Income. Upon receipt of the Adjustment Deposit, the Escrow Agent shall, pending the disbursement thereof pursuant to this Agreement, invest the Adjustment Fund in accordance with FHGLP's instructions in (a) direct obligations of. or obligations fully guaranteed by, the United States of America or any agency thereof, (b) certificates of deposit issued by commercial banks having a combined capital, surplus and =divided profits of not less than Five Hundred Million Dollars (S500,000,000). (c) repurchase agreements collateralized by securities issued by the United States of America or any agency thereof, or by any private corporation the obligations ofwhich are guaranteed by the full faith and credit of the United States of America, (d) prime bankers acceptances. (e) money market funds investing in any of the above, or (0 other investments of equal or greater security and liquidity. The Escrow Agent shall dispose of or distribute the Adjustment Fund only in accordance with this Section 2. The procedure set forth in this Section 2 shall govem the application of the Adjustment Fund to satisfy, any payment by Sellers to be made pursuant to Section 2.6(bX I$B) of the Purchase Agreement, in each case, asset forth therein. Notwithstanding the foregoing, the basis for claims for such payment, and any limitations thereon, shall be governed by the Purchase Agreement, which shall be controlling between Buyer and FHGLP for all purposes of this Agreement and shall be applicable between Buyer and FHGLP to the extent inconsistent with env provision of this Agreement 2.1 Claims Procedure. The following procedure shall govem the application of the Adjustment Fund to satisfy any payment by Sellers to be made pursuant to Section 2.6(b)(I)(B) of the Purchase Agreement. �- (a) Each of Buyer and FHGLP shall promptly, but in no event later than three (3) business days, following a determination pursuant to Section 2.6(b)(1)(B) of the Purchase -� Agreement that the amount of the Closing Payment exceeds the amount of the Aggregate Consideration as finally determined pursuant to Section 2.6(a) of the Purchase Agreement, deliver to the Escrow Agent a notice setting forth (i) the aggregate amount from the Adjustment ocamsms<g W W