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unreasonably withheld or delayed), (b) neither this Agreement nor arty of the rights, interests or obligations hereunder may be assigned by Buyer without the prior written consent of FHGLP (which consent shall not be unreasonably withheld or delayed) and (c) neither this Agreement not any of the rights, interests or obligations hereunder may be assigned by the Escrow Agent without the prior written consent of Buyer and FHGLP (which consent shall not be unreasonably withheld or delayed), except as otherwise expressly provided herein. This Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. 6.3 Entire Agamcill, Amendment. T tis Agreement and the Purchase Agreement contain all the terms agreed upon by the parties with respect to the subject matter hereof. This Agreement may be amended or modified only by written agreement executed by Buyer and FHGLP and if the amendment in any way affects the compensation. duties and/or responsibilities of the Escrow Agent. by a duly authorized representative of the Escmw Agent. No waiver of any provision hereof or rights hereunder shall be binding upon a party unless evidenced by a writing si(prcd by such party. 6.4 Headlaas The headings ofthe sections and subsections of this Agreement arefor ease of reference only and do not evidence the intentions of the parties. 6.5 Govemine Law. THIS AGREE.'�ffNf SHALL BE GOVERNED, CONSTRUED, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CHOICE OF LAW PROVISIONS THEREOF). 6.6 Waiver ofJury Trial. EACH OF THE PARTIES HERETO HEREBY ' IRREVOCABLY WANES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT. TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION. PERFORMANCE OR ENFORCEMENT HEREOF. 6.7 Counremans. This Agreement may be signed upon env numberrofcounternarris with the same effect as if the signatures on all counterparts were upon the same instrument. 6.9 Famine. All interest, income and other earnings upon my ofthe Adjustment Deposit or the Adjustment Fund (after reduction for any amounts paid or withheld by the Escrow Agent or distributed to Buyer with respect to taxes pursuant to Section 2.6) shall be paid to the party or parties receiving the principal portion of such funds pro rata based on the amount of such funds received by such patty or patties. All income and earnings upon the Adjustment Deposit or the Adjustment Fund not distributed as of the and of any taxable period shall be deemed for tax repining purposes to have seemed for the account of Buyer. nCDIMM49,i/