agreements, understandings and negotiations, both written and oral, between the parties with respect to the subject matter hereof. 6.5 Third Party Beneficiaries. This Agreement is not intended to confer upon any person or entity other than the parties hereto any rights or remedies hereunder. 6.6 Amendments and Waiver. (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. (b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. 4 6.7 Construction. References to a "Section" shall be references to the sections of this Agreement, unless otherwise specifically stated. The Section headings in this Agreement are intended to be for reference purposes only and shall in no way be construed to modify or restrict any of the terms or provisions of this Agreement. 6.8 Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one agreement. [Remainder of this page is intentionally left blank] 5 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. MORGAN STANLEY & CO. INCORPORATED By: /s/ MARTIN M. COHEN Name: MARTIN M. COHEN Title: MANAGING DIRECTOR MSCI INC. By: Name: Title: