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-4- (a) upon receipt of written instructions, signed by Buyer and FHGLP in accordance with such instructions; or (b) in accordance with Section 6.9 of this Agreement. 2.6 TAM. Buyer shall be deemed to be the owner ofthe Adjustment Fond for tax purposes. Buyer shall provide the Escrow Agent with a correct taxpayer identification number on a substitute Form W-9 within 90 days following the date hereof and indicate thereon that It is not subject to backup withholding on income earned on any amounts received hereunder. To the extent that the Escrow Agent becomes liable for the payment of taxes on behalf ofmoth" parry hereunder, including withholding Wes, in respect of interest. income and other earnings from the investment of the Adjustment Fund held hereunder or any payment made hereunder, the Escrow Agent may pay such nixes on behalfofsuch parry. The Escrow Agent may withhold from any payment of monies to the party on whose behalf the taxes were paid, such amount as the Escrow Agent reasonably estimates to be sufficient to provide for the payment of such tams not yet paid, and shall use, the starts withheld solely for that purpose. The Escrow Agent shall be indemnified and held harmless again any liability for taxes and for any penalties or interest in respect of saxes on such interest, income or other earnings in the manner provided in Section 3.3. The Escrow Agent shall, promptly following the end of each taxable period in which the Adjustment Fund remains in existence, make distributions to Buyer from the interest. income or other earnings of the Adjustment Fond in an amount equal to forty percent (40%) ofsuch interest, income or other earnings to they extent they constitute taxable income. 2.7 Pumose. None of the Adjustment Fund will be available for any purpose. other than as described in Section 2.6(b)of the Purchase Agreement, and the Adjustment Fund shall not be available to satisfy any obligwions of Sellers pursuant to Section 10 of the Purchase Agreement. SECTION 3: ESCROW AGENT 3.1 Anwimment and Duties. Buyer and FHGLP hereby appoint the Escrow Agent m serve hereunder and the Escrow Agent hereby accents such appointment and n- in _.form all duties which are expressly set forth in this Agreement. 3.2 Compensation. Compensation will be paid to the Escrow Agent one-half by Buyer and one-half by FHGLP as specified in Schedule A annexed hereto. 3.3 Indemnification, Buyer and FHGLP will, at their expense, indemnify the Escrow Agent, hold it harmless, at theirjoint and several expense, from any and all claims, regardless of nature, arising out of or because of this Agreement, and exonerate the Escrow Agent from any liability in connection with this Agreement, at theirjoint and several expense, except as such may wise because of the Escrow Agent's gross negligence or willful misconduct. Promptly after ocotaaMa 94e