**EXHIBIT10.06**

**ESCROW AGREEMENT**

**ESCROW AGREEMENT**, dated as of July31, 2006 (this “Agreement”), by and among Comcast Corporation, a Pennsylvaniacorporation (“Buyer”), Adelphia Communications Corporation, a Delawarecorporation (“Seller”), and Deutsche Bank Trust Company Americas, a NewYork banking corporation, as escrow agent (the “Escrow Agent”).

W I T N E S E T H:

WHEREAS, Buyer and Sellerhave entered into that certain Asset Purchase Agreement, dated as of April 20,2005, as amended from time to time (the “Purchase Agreement”), pursuantto which Buyer is acquiring certain assets and assuming certain liabilities ofSeller and its Affiliates, as more particularly set forth therein;

WHEREAS, in connection withthe closing under the Purchase Agreement (the “Closing”), Buyer isdelivering by wire transfer in immediately available funds, $143,312,338.73(together with any subsequent deposits by Buyer pursuant to Section 2.8(f) ofthe Purchase Agreement) (including any interest or earnings thereon, less anydistributions made therefrom or losses thereon under this Agreement, the “EscrowedFunds”) to an account with the Escrow Agent (the “Escrow Account”);and

WHEREAS, Buyer and Sellerwish to engage the Escrow Agent as the escrow agent for the Escrow Account, andthe Escrow Agent wishes to act as such Escrow Agent.

NOW THEREFORE, inconsideration of the premises and the mutual covenants and agreements containedherein and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto agree asfollows:

ARTICLE I

DEFINITIONS

Section 1.1               Certain Definitions. As used in this Agreement, the following terms have the meanings setforth below:

(a)           “Affiliate” means, with respect to any Person,any other Person directly or indirectly controlling, controlled by, or undercommon control with, such Person as of the date on which, or at any time duringthe period for which, the determination of affiliation is being made.  For purposes of this definition, the term “control”(including the correlative meanings of the terms “controlled by” and “under

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common control with”), asused with respect to any Person, means the possession, directly or indirectly,of the power to direct or cause the direction of the management policies ofsuch Person, whether through the ownership of voting securities or by contractor otherwise.  For purposes of thisAgreement, (i) none of Seller or any of its Affiliates shall be deemed to be anAffiliate of Buyer or any of its Affiliates and (ii) none of Buyer or anyof its Affiliates shall be deemed to be an Affiliate of Seller or any of itsAffiliates.

(b)           “Agreed Rate” means 5.543%.

(c)           “Agreement” has the meaning set forth in thepreamble hereto.

(d)           “Bankruptcy Court” has the meaning set forth inSection 7.6 hereof.

(e)           “Business Day” means any day other than a Saturday, aSunday or a day on which banks in New York City are authorized orobligated by Law or executive order to close.

(f)            “Buyer” has the meaning set forth in thepreamble hereto.

(g)           “Cap Amount” means the Group 1 Cap Amount orGroup 2 Cap Amount, as applicable.

(h)           “Certificate of Instruction” has the meaningset forth in Section 4.1(b) hereof.

(i)            “Chosen Courts” has the meaning set forth inSection 7.6 hereof.

(j)            “Claim” has the meaning set forth in Section4.1(a) hereof.

(k)           “Claim Amount” has the meaning set forth inSection 4.1(a) hereof.

(l)            “Closing” has the meaning set forth in therecitals hereto.

(m)          “Contributing Party” has the meaning set forthin Section 5.10 hereof.

(n)           “Escrow Account” has the meaning set forth inthe recitals hereto.

(o)           “Escrow Agent” has the meaning set forth in thepreamble hereto.

(p)           “Escrow Claim Notice” has the meaning set forthin Section 4.1(a) hereof.

(q)           “Escrow Earnings” means, with respect to any paymentfrom the Escrow Account pursuant to the Purchase Agreement and this Agreement tothe extent

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that the payment is (A)made pursuant to Section 2.8(f) of the Purchase Agreement, as provided in theEscrow Claim Notice, or Section 4.2(a)(i)(A) of this Agreement, interest onsuch payment from the date of the Closing or, in the case of Section 4.2(a)(i)(B),from the date of deposit, to the date of payment at the Agreed Rate****calculated on an actual over 365-day basis, or (B) forindemnification under Section 7.2 of the Purchase Agreement, as provided in theEscrow Claim Notice, interest on such payment at the Agreed Rate calculated onan actual over 365-day basis from the date of the Escrow Claim Notice withrespect thereto until the date such payment is made.

(r)            “Escrow Fund” means, as of any date ofdetermination, the Escrowed Funds at such time.

(s)           “Escrowed Funds” has the meaning set forth in therecitals hereto.

(t)            “Exchange Agreement” means the ExchangeAgreement, dated as of April 20, 2005, by and among Buyer, Comcast CableCommunications Holdings, Inc., Comcast of Georgia, Inc., Time Warner Cable Inc.and Time Warner NY Cable LLC, among others, as such agreement may be amendedfrom time to time.

(u)           “Government Entity” means any federal, state orlocal court, administrative body or other governmental or quasi-governmentalentity with competent jurisdiction.

(v)           “Group 1 Cap Amount” means $119,100,000, asadjusted pursuant to Sections 2.8(f) of the Purchase Agreement, as suchadjustment is jointly certified by Buyer and Seller pursuant to Section 2.3hereof.

(w)          “Group 1 Business” has the meaning set forth inthe Purchase Agreement.

(x)            “Group 2 Cap Amount” means $20,900,000, asadjusted pursuant to Sections 2.8(f) of the Purchase Agreement, as suchadjustment is jointly certified by Buyer and Seller pursuant to Section 2.3hereof.

(y)           “Group 2 Business” has the meaning set forth inthe Purchase Agreement.

(z)            “Indemnification Deadline” has the meaning setforth in Section 4.2(b) hereof.

(aa)         “Indemnifying Party” has the meaning set forthin Section 5.10 hereof.

(bb)         “Joint Certification” has the meaning set forthin Section 4.1(c) hereof.

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(cc)         “Law” means any law, statute, ordinance, rule,regulation, code, order, judgment, injunction or decree enacted, issued,promulgated, enforced or entered by a Government Entity or Self-RegulatoryOrganization.

(dd)          “Objection Certificate” has the meaning setforth in Section 4.1(c) hereof.

(ee)         “Order Certificate” has the meaning set forthin Section 4.1(c) hereof.

(ff)           “Partial Release Date” has the meaning setforth in Section 4.2(a) hereof.

(gg)         “Person” means an individual, a corporation, apartnership, an association, a limited liability company, a Government Entity,a trust, a labor union or other entity or organization.

(hh)         “Purchase Agreement” has the meaning set forthin the recitals hereto.

(ii)           “Reorganization Case” has the meaning set forthin Section 7.6 hereof.

(jj)           “Self-Regulatory Organization” means theNational Association of Securities Dealers, Inc., the American Stock Exchange,the New York Stock Exchange, any national securities exchange (as defined inthe Securities Exchange Act of 1934, as amended) or any other similar self-regulatorybody or organization.

(kk)         “Seller” has the meaning set forth in thepreamble hereto.

ARTICLE II

ESTABLISHMENT OF ESCROW

Section 2.1               EscrowFund.  Buyer and Seller hereby constitute and appoint theEscrow Agent as, and the Escrow Agent hereby agrees to assume and perform theduties of, escrow agent under and pursuant to this Agreement.  By signing this Agreement, the Escrow Agentacknowledges receipt of an executed copy of this Agreement.

Section 2.2               Notices.  The EscrowAgent shall promptly (and in any event within two Business Days) provide Buyerand Seller with written notice upon its

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respective receipt of theEscrowed Funds.  Any notice pursuant tothis Section 2.2 shall specify the applicable dollar amount.

Section 2.3               CapAmounts.  Buyer and Seller shallpromptly (and in any event within two Business Days) following any purchaseprice adjustment pursuant to Section 2.8(f) of the Purchase Agreement provideto the Escrow Agent a joint certification as to any adjustment to any CapAmount, required under the Purchase Agreement.

ARTICLE III

MANAGEMENT OF ESCROW FUND

Section 3.1               EscrowFund.  The Escrow Agent shallmaintain the Escrow Fund in a separate account, segregated from all othermonies held by the Escrow Agent on behalf of itself or others, and shall hold,safeguard and disburse the Escrow Fund pursuant to this Agreement.

Section 3.2               Investment.

(a)           Unless otherwise jointly instructed in writing byBuyer and Seller, the Escrow Agent shall deposit the Escrowed Funds in depositaccounts with banks organized under the laws of the United States, any statethereof or the District of Columbia in accounts that earn the bank deposit rateequal to the effective daily federal funds rate, less any reserves and fees notto exceed 0.1%, until disbursement of the entire Escrow Fund.  The Escrow Agent is authorized to liquidatein accordance with its customary procedures any portion of the Escrowed Fundsconsisting of investments to provide for payments required to be made underthis Agreement.  Any interest or otherincome earned on the investment and reinvestment of the Escrowed Funds shall beadded to and become part of the Escrowed Funds.

(b)           The Escrow Agent shall have no obligation to invest orreinvest newly deposited Escrowed Funds on any particular day if such newlydeposited Escrowed Funds are deposited with the Escrow Agent after 5:00 p.m. (localtime in New York City) on such day of deposit; itbeingunderstoodthat the Escrow Agent shall invest or reinvest such newly depositedEscrowed Funds on the following Business Day. Instructions received after 5:00 p.m. (local time in New York City) willbe treated as if received on the following Business Day.  The Escrow Agent shall have no responsibilityfor any investment losses resulting from the investment, reinvestment orliquidation of the Escrowed Funds in accordance with this Agreement.  Any interest or other income received on suchinvestment and reinvestment of the Escrowed Funds shall become part of theEscrowed Funds and any losses incurred on such investment and reinvestment ofthe Escrowed Funds shall be debited against the Escrowed Funds.  In no event shall the Escrow Agent be deemedan investment manager or adviser in respect of any selection of

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investments hereunder.  It is understood and agreed that, to theextent disclosed in a prospectus delivered to Buyer and Seller prior to Buyer’sand Seller’s determination to make the applicable investment, the Escrow Agentor its Affiliates are permitted to receive customary additional compensationthat could be deemed to be in the Escrow Agent’s economic self-interest for (i)serving as investment adviser, administrator, shareholder servicing agent,custodian or sub-custodian with respect to certain of the investments, (ii)using Affiliates to effect transactions in certain investments and (iii) effectingtransactions in investments.

ARTICLE IV

# CLAIMS AND RELEASEOF ESCROWED FUNDS

Section 4.1               Claims.

(a)           If Buyer wishes to make a claim against the EscrowFund pursuant to its rights under the Purchase Agreement (a “Claim”), itshall send a written notice of Claim to Seller (an “Escrow Claim Notice”),specifying the nature of the Claim (indicating (i) whether it is apurchase price adjustment under Section 2.8(f) of the Purchase Agreement, or anindemnification claim under Section 7.2 of the Purchase Agreement and (ii) whethersuch Claim is in respect of the Group 1 Business or the Group 2 Business) and theamount of such purchase price adjustment or, if such indemnification claim ispursuant to Section 7.2 of the Purchase Agreement, the estimated maximum dollaramount that Buyer in good faith reasonably believes it (or another Person, asapplicable) is or may be entitled to in respect of such Claim under thePurchase Agreement (as adjusted in accordance with this Section 4.1(a), a “ClaimAmount”); provided, however, that Buyer shall promptly (andin any event no later than the fifth Business Day following the date that Buyerreasonably determines that a different Claim Amount is warranted), upon writtennotice to Seller and the Escrow Agent, adjust the Claim Amount in good faith ifat any time it reasonably believes a different Claim Amount is warranted; provided,further, that the failure by Buyer to adjust an Escrow Claim Notice asrequired by the immediately preceding proviso shall not affect the rights ofSeller hereunder except to the extent that such failure has a prejudicialeffect on the rights available to Seller hereunder.

(b)           Concurrently with the delivery of the Escrow ClaimNotice, Buyer shall deliver to the Escrow Agent, with a contemporaneous copy toSeller, a certificate in substantially the form of Annex I attachedhereto (a “Certificate of Instruction”).

(c)           If within ten Business Days following delivery of aCertificate of Instruction to the Escrow Agent and to Seller, (i) Seller doesnot send a certificate to the Escrow Agent, with a contemporaneous copy toBuyer, in substantially the form of Annex II attached hereto (an “ObjectionCertificate”) objecting in good faith to the

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payment of the Claim orany portion thereof or (ii) Buyer and Seller deliver to the Escrow Agent ajoint certification in substantially the form of Annex III attachedhereto (a “Joint Certification”) that the Claim (or any portion thereof)should be paid out of the Escrow Fund to the extent set forth in such JointCertification, then the Escrow Agent shall pay to Buyer as soon as practicablethereafter (and in any event no later than the twelfth Business Day followingdelivery of the Certificate of Instruction to the Escrow Agent and to Seller) thesum of (A) the Claim Amount set forth in the Certificate of Instruction or theamount set forth in the Joint Certification, as applicable, plus (B) the EscrowEarnings on such Claim Amount or the amount set forth in the JointCertification, as applicable, collectively up to an amount equal to the thenremaining Escrow Fund but in no event with respect to a payment (excluding theportions thereof in respect of Escrow Earnings) pursuant to Section 7.2 of thePurchase Agreement, in excess of the applicable Cap Amount (when taken togetherwith all previous payments (excluding the portions thereof in respect of EscrowEarnings) from the Escrow Fund pursuant to Section 7.2 of the PurchaseAgreement in respect of the Group 1 Business or the Group 2 Business, asapplicable).

(d)           If Seller does send an Objection Certificate to theEscrow Agent and to Buyer within ten Business Days following Buyer’s deliveryof the relevant Certificate of Instruction to the Escrow Agent and to Seller,the Escrow Agent shall (i) pay to Buyer as soon as practicable thereafter (andin any event no later than the twelfth Business Day following delivery of theCertificate of Instruction to the Escrow Agent and to Seller) the portion ofthe Claim Amount as to which Seller has not objected, if any, as evidenced by theObjection Certificate, plus the Escrow Earnings thereon, collectively up to anamount equal to the then remaining Escrow Fund but in no event with respect toa payment (excluding the portions thereof in respect of Escrow Earnings) pursuantto Section 7.2 of the Purchase Agreement, in excess of the applicable CapAmount (when taken together with all previous payments (excluding the portionsthereof in respect of Escrow Earnings) from the Escrow Fund pursuant to Section7.2 of the Purchase Agreement in respect of the Group 1 Business or the Group 2Business, as applicable) and (ii) make a payment in respect of the portion ofsuch Claim Amount objected to by Seller in the Objection Certificate as soon aspracticable (and in any event no later than two Business Days) followingreceipt of (A) a final judgment or order of a court of competent jurisdictionin the United States (the time for appeal having expired and no appeal havingbeen perfected) in favor of Buyer, accompanied by a certificate of Buyer insubstantially the form of Annex IV attached hereto (an “OrderCertificate”), (B) a final and non-appealable determination of anarbitration or like panel with respect to disputes that Buyer and Seller havemutually agreed to submit thereto, including, without limitation, adetermination of the CPA Firm (as defined in the Purchase Agreement) pursuantto Section 2.8(f) of the Purchase Agreement, accompanied by an OrderCertificate or (C) a Joint Certification that the Claim Amount (or any portionthereof) should be paid out of the Escrow Fund to the extent set forth in suchJoint Certification.  If the Escrow Agentmakes a payment pursuant to clause (ii) of the preceding sentence, then theEscrow Agent shall pay to Buyer as soon as practicable thereafter (A) the amountset forth in such Order Certificate or Joint Certification, as applicable, plus(B)

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the Escrow Earnings on suchamount, as applicable, collectively up to an amount equal to the then remainingEscrow Fund but in no event with respect to a payment (excluding the portionsthereof in respect of Escrow Earnings) pursuant to Section 7.2 of the PurchaseAgreement, in excess of the applicable Cap Amount (when taken together with allprevious payments (excluding the portions thereof in respect of Escrow Earnings)from the Escrow Fund pursuant to Section 7.2 of the Purchase Agreement inrespect of the Group 1 Business or the Group 2 Business, as applicable).

(e)           Prior to the Indemnification Deadline, Buyer may, tothe extent such action is taken in good faith, subdivide any Claim into one or more Claims.  Following the Indemnification Deadline Buyer may, to the extent such action is taken ingood faith, subdivide any Claiminto one or more Claims so long as the total dollars claimed thereunder doesnot exceed the aggregate dollar value of such Claim as of the IndemnificationDeadline.  The provisions of Section 4.1 hereof shall apply to anysuch subdivided Claim as if such subdivided claim were an independentClaim, otherwise governed by the applicable terms of any Certificate ofInstruction, Objection Notice, Joint Certification or Order Certificatedelivered in respect of the original Claim (for the avoidance of doubt, no newCertificate of Instruction or Objection Notice will be required in respect ofsuch subdivided claim).

Section 4.2               Releaseof Escrow Fund to Seller.

(a)           On January 31, 2007 (the “Partial Release Date”),the Escrow Agent shall release to Seller from the Escrow Fund an amount equalto the excess of (i) (A) the sum of $47,293,071.78 *plus*33% of any amounts deposited following the date hereof pursuant toSection 2.8(f) of the Purchase Agreement *plus*(B) Escrow Earnings in respect of such sum (calculated as of the PartialRelease Date) over (ii) the sum of (A) all amounts previously paidhereunder out of the Escrow Fund, *plus* (B) thesum of (x) the aggregate of all Claim Amounts with respect to the Escrow Fund outstandingimmediately prior to the Partial Release Date *plus*(y) an amount equal to the Escrow Earnings on all such Claim Amounts (calculatedas of the Partial Release Date).

(b)           On July 31, 2007 (the “IndemnificationDeadline”), the Escrow Agent shall release to Seller the excess, if any, ofthe Escrow Fund over the aggregate of all Claim Amounts (and Escrow Earningsthereon calculated as of the Indemnification Deadline) with respect to theEscrow Fund then outstanding (disregarding any such Claim Amounts (and EscrowEarnings thereon) pursuant to Section 7.2 of the Purchase Agreement, to theextent such Claim Amounts, together with all previous payments from the EscrowFund (excluding the portions thereof in respect of Escrow Earnings) pursuant toSection 7.2 of the Purchase Agreement in respect of the Group 1 Business or theGroup 2 Business, as applicable exceed the applicable Cap Amount).  Any portions of the Escrow Fund subject to anunresolved outstanding Certificate of Instruction as of the IndemnificationDeadline, subject to the applicable Cap Amount, shall continue to be held inescrow by the Escrow Agent in accordance with this Agreement, and shall bereleased (i) to Buyer pursuant to Section 4.1(c) or 4.1(d) hereof, asapplicable, or (ii) to

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Seller as soon aspracticable (but in no event later than five Business Days) following (A) thereduction in the Claim Amount as a result of a downward adjustment thereof byBuyer pursuant to Section 4.1(a) hereof in respect of any unresolvedoutstanding Certificate of Instruction, to the extent of such reduction, or (B)the full resolution of any Claim set forth in any Certificate of Instructionthat remained unresolved and outstanding as of the Indemnification Deadline tothe extent the amount to be released to Buyer pursuant to Section 4.1(c) or4.1(d) hereof, as applicable, in respect of such Claim is less than thecorresponding Claim Amount; provided, however, that no amountshall be released to Seller pursuant to this clause (ii) to the extent that thesum of the Claim Amounts and the Escrow Earnings thereon in respect of theremaining unresolved outstanding Certificates of Instruction would exceed theamount remaining in the Escrow Fund following such release, disregarding forpurposes of such sum any Claim Amounts pursuant to Section 7.2 of thePurchase Agreement to the extent that such Claim Amounts, together with allprevious payments (excluding the portions thereof in respect of EscrowEarnings) from the Escrow Fund pursuant to Section 7.2 of the PurchaseAgreement in respect of the Group 1 Business or the Group 2 Business, asapplicable, exceed the applicable Cap Amount.

Section 4.3               Payments.  All paymentsmade by any party hereunder shall be made by wire transfer in immediatelyavailable funds to an account identified to the transferor by the transferee inwriting not later than two Business Days prior to the scheduled date of therelevant release.

Section 4.4               Statement.  The Escrow Agent shall provide Buyer andSeller monthly statements identifying transactions, transfers and holdings ofthe Escrow Fund.  In the event that Buyeror Seller notifies the other of any mistake in any payment from the EscrowAccount, the party receiving such notice shall in good faith determine whethersuch party agrees in whole or in part with the mistake asserted in suchnotice.  In the event that the partyreceiving such notice has so determined that it agrees in whole or in part withthe mistake asserted in such notice, Buyer and Seller shall promptly but in noevent later than ten Business Days following the date of the payment from theEscrow Account jointly notify the Escrow Agent of such agreed-upon error and, asapplicable, Buyer or Seller shall return to the Escrow Agent any wrongfuldistribution made to such party, and the Escrow Agent shall promptly make anynecessary additional distribution to correct the error.

ARTICLE V

# DUTIES OF ESCROWAGENT

Section 5.1               Degreeof Care.  The Escrow Agent shall notbe under any duty to give the Escrow Fund any greater degree of care than itgives its own similar property.

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Section 5.2               NoLiability.  The Escrow Agent shallnot be liable to either Buyer or Seller for any action taken or omitted by it,or any action suffered by it to be taken or omitted, unless the Escrow Agentshall have acted with (or the Escrow Agent’s omission to act is with) badfaith, gross negligence or willful misconduct.

Section 5.3               Reliance.  The Escrow Agent shall be entitled to rely ingood faith upon any order, judgment, certification, demand, notice, instrumentor other writing delivered to it hereunder without being required to determinethe authenticity or the correctness of any fact stated therein or the proprietyor validity of the service thereof.  TheEscrow Agent may act in reliance upon any instrument or signature believed byit to be genuine and may assume that the Person purporting to give receipt oradvice or make any statement or execute any document in connection with theprovisions hereof has been duly authorized to do so.  The Escrow Agent may act pursuant to theadvice of counsel with respect to any matter relating to this Agreement and shallnot be liable for any action taken or omitted by it in good faith in accordancewith such advice.

Section 5.4               No Interest. The Escrow Agent does not have any interest in the Escrow Account otherthan as Escrow Agent.  Any payments ofincome from the Escrow Fund shall be subject to withholding regulations then inforce with respect to taxes.  Buyer andSeller will provide the Escrow Agent with a duly completed Internal RevenueService form for tax identification number certification.

Section 5.5               NoRepresentations.  The Escrow Agentmakes no representation as to the validity, value, genuineness orcollectability of any security held by or delivered to it.

Section 5.6               NoAdvice.  The Escrow Agent shall notbe called upon to advise any party as to the wisdom of selling or retaining anysecurities or other property deposited hereunder or taking or refraining fromany action with respect to the Escrow Account.

Section 5.7               Resignation.  The Escrow Agent may resign and be dischargedfrom its duties or obligations hereunder by giving thirty days’ prior writtennotice of such resignation to Buyer and Seller specifying a date under whichsuch resignation shall take effect; provided, however, that nosuch resignation shall be effective until a successor escrow agent shall havebeen appointed and the Escrow Agent shall have delivered to such successorescrow agent the Escrow Fund, all relevant books and records (including anyEscrow Claim Notice) relating thereto and any instruments in which the EscrowFund has been invested in accordance with this Agreement.  In the event of the Escrow Agent’sresignation, Buyer and Seller shall jointly designate a new escrow agent.  Notwithstanding anything to the contrary inthis Section 5.7, if Buyer and Seller are unable to agree upon a successorescrow agent within thirty days after receipt of a resignation notice signed bythe Escrow Agent, the Escrow Agent may, in its sole discretion, apply to acourt of competent jurisdiction for the appointment of a successor escrow agentor for other appropriate relief.  Anysuch successor to the Escrow Agent

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shall agree to be boundby the terms of this Agreement and shall, upon receipt of the Escrow Fund, allrelevant books and records (including any Escrow Claim Notice) relating theretoand any instruments in which the Escrow Fund has been invested in accordancewith this Agreement, become the Escrow Agent hereunder.

Section 5.8               Compensation.  Seller and Buyer shall share equally all costsrelating to the compensation (as payment in full) of the Escrow Agent for its services hereunder,payable annually in advance in accordance with the fee schedule attached heretoas Exhibit A.  Seller andBuyer agree, severally and not jointly (on an equal basis), to reimburse theEscrow Agent for all reasonable expenses, disbursements and advances incurredor made by Escrow Agent in performance of its duties hereunder (includingreasonable fees, expenses and disbursements of its counsel, which fees andexpenses shall not exceed $5,000 or, in the case of legal fees incurred inconnection with litigation not arising due to the negligence or willfulmisconduct of the Escrow Agent, shall not exceed $375,000).

Section 5.9               Depository.  Buyer and Seller authorize the Escrow Agent,for any securities held hereunder, to use the services of any United Statescentral securities depository it reasonably deems appropriate, including,without limitation, the Depositary Trust Company and the Federal Reserve BookEntry System.

Section 5.10             Indemnification.  Buyer and Seller, severally and not jointly,shall indemnify and hold harmless the Escrow Agent from and against anyexpenses (including reasonable counsel fees and disbursements), liabilities,damages or losses suffered by the Escrow Agent in connection with any action,suit or other proceeding involving any claim, or in connection with any claimor demand, which in any way, directly or indirectly, arises out of this EscrowAgreement, unless such claim or demand arises out of the gross negligence,willful misconduct or bad faith of the Escrow Agent.  Each of Buyer and Seller (the “ContributingParty”) agrees to contribute to the other party (the “Indemnifying Party”)any amounts such other party pays the Escrow Agent in connection with theindemnification obligations contained in this Section 5.10 in proportion to theContributing Party’s contribution to the overall fault for such indemnificationobligation as compared to the Indemnifying Party’s contribution to the overallfault for such indemnification obligation, as agreed between Buyer and Selleror, in the absence of agreement, as finally determined by a court of competentjurisdiction; itbeingunderstoodthat to theextent neither Buyer nor Seller is at fault for such indemnificationobligation, the Contributing Party shall contribute to the Indemnifying Partyan amount equal to 50% of such indemnification obligation.

ARTICLE VI

# TAX TREATMENT

Section 6.1               Taxes.  Except to the extent otherwise required byLaw, Seller shall include in its income, for tax purposes, all income, gainsand losses realized

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with respect to theEscrow Fund and timely pay all taxes due with respect thereto.  As soon as practicable after December 31 ofeach calendar year, the Escrow Agent shall report to Seller the amount of allincome, gains and losses realized during such calendar year with respect to theEscrow Fund (and shall provide a copy of such report to Buyer).

ARTICLE VII

# MISCELLANEOUS

Section 7.1               Notices.  All notices, requests, demands, approvals, consentsand other communications hereunder shall be in writing, signed by an authorizedPerson and shall be deemed to have been duly given and made if served bypersonal delivery upon the party for whom it is intended or delivered byregistered or certified mail, return receipt requested, or if sent bytelecopier or email, provided that the telecopy or email is promptly confirmedby telephone confirmation thereof, to the Person at the address set forthbelow, or such other address as may be designated in writing hereafter, in thesame manner, by such Person:
| To Buyer:                  |
|----------------------------|
|                       |
| Comcast Corporation        |
| 1500 Market Street         |
| Philadelphia, PA 19102     |
| Telephone:                 | (215) 665-1700 |
| Telecopy:                  | (215) 981-7794 |
| Email:                     | ablock@comcast.com |
| Attention:                 | General Counsel |
|                       |
| With a copy to:            |   |
|                       |   |
| Davis Polk &  Wardwell |
| 450 Lexington Avenue       |
| New York, NY 10017         |
| Telephone:                 | (212) 450-4000 |
| Telecopy:                  | (212) 450-3800 |
| Email:                     | william.taylor@dpw.com |
| Attention:                 | William L. Taylor |
|                       |
| -and-                      |   |
|                       |
| Time Warner Cable Inc.     |
| 290 Harbor Drive           |
| Stamford, CT 06902-6732    |
|                            |  |  |

 

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| Telephone:                                        | (203) 328-0670                      |
|---------------------------------------------------|-------------------------------------|
| Telecopy:                                         | (203) 328-3295                      |
| Email:                                            | glenn.britt@twcable.com             |
| Attention:                                        | Chief Executive Officer             |
|                                              |
| -and-                                             |
|                                              |
| Legal Department                                  |
| Time Warner Cable Inc.                            |
| 290 Harbor Drive                                  |
| Stamford, CT 06902-6732                           |
| Telephone:                                        | (203) 328-0631                      |
| Telecopy:                                         | (203) 328-4094                      |
| Email:                                            | marc.lawrence-apfelbaum@twcable.com |
| Attention:                                        | General Counsel                     |
|                                              |
| -and-                                             |                                |
|                                              |
| Time Warner Inc.                                  |
| One Time Warner Center                            |
| New York, NY 10019                           |
| Telephone:                                        | (212) 484-7980                      |
| Telecopy:                                         | (212) 258-3172                      |
| Email:                                            | Paul.Cappuccio@timewarner.com       |
| Attention:                                        | General Counsel                     |
|                                              |
| -and-                                             |
|                                              |
| Paul, Weiss, Rifkind,  Wharton & Garrison LLP |
| 1285 Avenue of the  Americas                      |
| New York, NY 10019-6064                      |
| Telephone:                                        | (212) 373-3000                      |
| Telecopy:                                         | (212) 757-3990                      |
| Email:                                            | kparker@paulweiss.com               |
|                                              | rschumer@paulweiss.com              |
| Attention:                                        | Kelley D. Parker                    |
|                                              | Robert B. Schumer                   |
|                                                   |                                     |  |

 

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| To Escrow Agent:                      |
|---------------------------------------|
|                                  |
| Deutsche Bank Trust  Company Americas |
| 60 Wall Street, 27th  Floor           |
| Mail Stop: NYC60-2710                 |
| New York, NY 10005                    |
| Telephone:                            | (212) 250-4660 |
| Telecopy:                             | (732) 578-4593 |
| Email:                                | aldrin.m.bayne@db.com |
| Attention:                            | Aldrin Bayne, Escrow Team |
|                                  |
| To Seller:                            |
|                                  |
| Adelphia Communications  Corporation  |
| 5619 DTC Parkway                      |
| Greenwood Village, CO  80111          |
| Telephone:                            | (303) 268-6458 |
| Telecopy:                             | (303) 268-6662 |
| Email:                                | brad.sonnenberg@adelphia.com |
| Attention:                            | Brad Sonnenberg |
|                                  |
| With a copy to:                       |
|                                  |
| Sullivan & Cromwell  LLP          |
| 125 Broad Street                      |
| New York, NY 10004                    |
| Telephone:                            | (212) 558-4000 |
| Telecopy:                             | (212) 558-3588 |
| Email:                                | korrya@sullcrom.com |
| Attention:                            | Alexandra D. Korry |

 

Section 7.2               Amendment;Waiver.  Any provision of thisAgreement may be amended or waived if, and only if, such amendment or waiver isin writing and signed, in the case of an amendment, by the Escrow Agent, Buyerand Seller, or in the case of a waiver, by the party against whom the waiver isto be effective.  No failure or delay byany party in exercising any right, power or privilege hereunder shall operateas a waiver thereof nor shall any single or partial exercise thereof precludeany other or further exercise thereof or the exercise of any other right, poweror privilege.  The rights and remediesherein provided shall be cumulative and not exclusive of any rights or remediesprovided by Law.

Section 7.3               NoAssignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of theparties hereto and their respective successors, legal representatives andpermitted assigns.  No party to thisAgreement may assign any of its rights or transfer or delegate any of itsobligations under this Agreement, by operation of Law or otherwise, without theprior written consent of

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theother parties hereto, except, in whole or in part, (a) with respectto Seller, to a limited number of entities acting on behalf of Seller’s estatethat are designated by Seller and reasonably acceptable (including in terms ofthe number of entities and the form and identity of each such entity) to Buyer(each a “Permitted Assignee”); provided that (i) each suchPermitted Assignee shall agree in writing to be bound by the obligations andliabilities of the Seller set forth in this Agreement and (ii) suchassignment by Seller under this Section 7.3 shall relieve Seller of any ofits obligations or liabilities under this Agreement if, but only if, Sellerprovides Buyer with an indemnification agreement (in form and substancereasonably acceptable to Buyer, itbeingunderstood thatthe amount or nature of the remaining assets or liabilities of Seller shall notbe a factor in such determination) indemnifying Buyer for any breach of theobligations and liabilities of the Permitted Assignee, in which case suchassignee or transferee shall be substituted for Seller for all purposes of thisAgreement, (b) with respect to Buyer, (i) to Time Warner NY Cable LLC orits Affiliates under the Exchange Agreement (subject to further assignment by TimeWarner NY Cable LLC to its Affiliates) or (ii) to any Affiliate of Buyer; provided,that no such assignment pursuant to clause (b)(ii) or, with respect to an assignmentby Time Warner NY Cable LLC to its Affiliates or by Buyer to any Affiliate ofComcast Corporation, clause (b)(i) of this sentence shall relieve the assignorof its obligations hereunder; provided, further, that in the caseof any such assignment pursuant to clause (b) other than to Time Warner NYCable LLC, the assignee shall appoint either Buyer or Time Warner NY Cable LLCas its agent under the Escrow Agreement and such agent shall be the only partyentitled to take action on behalf of such assignee pursuant to thisAgreement.  In connection with anyassignment, transfer or delegation by Buyer to Time Warner NY Cable LLC or anyAffiliate of Time Warner NY Cable LLC as permitted above, Buyer shall berelieved of any liability or obligation so assigned, transferred or delegatedto the extent Seller has the right to enforce in full against Time Warner NYCable LLC any such liability or obligation.  Any assignment or transferpermitted hereunder shall be evidenced in writing signed by the assignor and assignee,a copy of which shall be delivered to the other parties hereto.  Nothing in this Agreement, express orimplied, is intended to confer upon any Person other than Buyer, Seller, theEscrow Agent and their respective successors, legal representatives andpermitted assigns, any rights or remedies under or by reason of this Agreement.

Section 7.4               EntireAgreement.  This Agreement containsthe entire agreement among the parties hereto with respect to the subjectmatter hereof and supersedes all prior agreements and understandings, oral orwritten, with respect to such matters among the parties hereto; itbeingunderstood that nothing herein is intended to conflict with the PurchaseAgreement.

Section 7.5               Expenses.  Except as otherwise expressly provided inthis Agreement, all costs and expenses incurred in connection with thisAgreement and the transactions contemplated hereby shall be borne by the partyincurring such costs and expenses.

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Section 7.6               GOVERNINGLAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM; WAIVER OF TRIAL BY JURY.  THIS AGREEMENT SHALL BE GOVERNED BY ANDCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARDTO PRINCIPLES OF CONFLICTS OF LAW.  Eachparty hereto agrees that it shall bring any action or proceeding in respect ofany claim arising out of or related to this Agreement exclusively in (i) theUnited States Bankruptcy Court for the Southern District of New York (the “BankruptcyCourt”) so long as the jointly administered case of Seller and certain Affiliates as debtorand debtors in possession pending under Chapter 11 of the United StatesBankruptcy Code in the Bankruptcy Court (the “Reorganization Case”) remains openand (ii) after the completion of the Reorganization Case or in the event thatthe Bankruptcy Court determines that it does not have jurisdiction, the United States District Court for theSouthern District of New York or any New York State court sitting in New YorkCity (together with the Bankruptcy Court, the “Chosen Courts”), and solely inconnection with claims arising under this Agreement (i) irrevocably submits tothe exclusive jurisdiction of the Chosen Courts, (ii) waives any objection tolaying venue in any such action or proceeding in the Chosen Courts, (iii)waives any objection that the Chosen Courts are an inconvenient forum or do nothave jurisdiction over any party hereto and (iv) agrees that service of processupon such party in any such action or proceeding shall be effective if noticeis given in accordance with Section 7.1 of this Agreement.  Seller hereby irrevocably designates TheCorporation Trust Company as its agent and attorney-in-fact for the acceptanceof service of process and making an appearance on its behalf in any such claimor proceeding and for the taking of all such acts as may be necessary orappropriate in order to confer jurisdiction over it before the Chosen Courtsand Seller stipulates that such consent and appointment is irrevocable andcoupled with an interest.  Each partyhereto irrevocably waives any and all right to trial by jury in any legalproceeding arising out of or relating to this Agreement.

Section 7.7               Counterparts.  This Agreement may be executed in one or morecounterparts, each of which will be deemed to be an original and all of which,when taken together, shall constitute one and the same Agreement.

Section 7.8               Headings.  The headings of sections in this Agreementare provided for convenience purposes only, and shall not be deemed to limit oraffect any of the provisions hereof.

Section 7.9               Severability. The provisions of this Agreement shall be deemed severable and theinvalidity or unenforceability of any provision shall not affect the validityor enforceability of the other provisions hereof.  If any provision of this Agreement, or the applicationthereof to any Person or any circumstance, is invalid or unenforceable, (a) asuitable and equitable provision shall be substituted therefor in order tocarry out, so far as may be valid and enforceable, the intent and purpose ofsuch invalid or unenforceable provision and (b) the remainder of this Agreementand the application of such provision to other Persons or circumstances shallnot be affected by such invalidity or unenforceability, nor shall suchinvalidity or unenforceability affect the

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validity orenforceability of such provision, or the application thereof, in any otherjurisdiction.

Section 7.10             Termination. This Agreement shall terminate upon the release of all funds from theEscrow Fund in accordance with this Agreement and the Purchase Agreement.  The provisions of the second sentence ofSection 4.4 hereof (and, for purposes of such sentence, the remainder of ArticleIV hereof to the extent related thereto), Article V hereof and this Article VIIshall survive the termination of this Agreement or, as to the Escrow Agent, theearlier resignation or removal of the Escrow Agent.  Nothing in this Section 7.10 shall relieveany party from liability for any breach of this Agreement prior to thetermination of this Agreement.

Section 7.11             Instructions. For purposes of sending and receiving instructions or directionshereunder, all such instructions or directions shall be, and the Escrow Agentmay conclusively rely upon such instructions or directions, delivered andexecuted by representatives of Buyer or Seller designated on Schedule Iattached hereto and made a part hereof, which such designation shall includespecimen signatures of such representatives, as such Schedule I may beupdated from time to time.

Section 7.12             No Set-Off.  The EscrowFund is intended for the purposes set forth herein and in the PurchaseAgreement.  No party hereto or any of itsassignees or their respective Affiliates shall have any right of set off withrespect to any portion of the Escrow Fund with respect to any claims other thanthose claims against the Escrow Fund permitted by the Purchase Agreement.

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IN WITNESS WHEREOF, theparties have executed and delivered this Agreement as of the date first writtenabove.
|                           | **DEUTSCHE BANK TRUST COMPANY   AMERICAS**    |
|---------------------------|-----------------------------------------------|
| ** **                | ** **                                    |
| ** **                | ** **                                    |
|                      | By:                                           |  /s/ Richard  L. Buckwalter |   |
|                      |                                          | Name: Richard L.  Buckwalter |
|                      |                                          | Title: Vice  President |
|                      |                                          |   |
|                      | By:                                           |  /s/ Aldrin M.F. Bayne |   |
|                      |                                          | Name: Aldrin M.F. Bayne |
|                      |                                          | Title: Assistant  Vice President |
|                      |                                          |   |
|                      |                                          |   |
| ** **                | **COMCAST CORPORATION**                       |
| ** **                | ** **                                    |
| ** **                | ** **                                    |
|                      | By:                                           |  /s/ Robert  S. Pick |   |
|                      |                                          | Name: Aldrin M.F. Bayne |
|                      |                                          | Title: Senior Vice  President |
|                      |                                          |   |
| ** **                | **ADELPHIA COMMUNICATIONS   CORPORATION**     |
| ** **                | ** **                                    |
| ** **                | ** **                                    |
|                      | By:                                           | /s/ Vanessa  Wittman |   |
|                      |                                          | Name: Vanessa  Wittman |
|                      |                                          | Title: Executive Vice President and  Chief Financial Officer |
|                      |                                          |
|                      |                                          |
| Acknowledged and  Agreed: |                                          |
|                      |                                          |
| TIME WARNER NY  CABLE LLC |                                          |
|                      |                                          |
|                      |
| By:                       |  /s/ David E. O’Hayre          |   |
|                      | Name: David E.  O’Hayre                  |
|                      | Title: Executive  Vice President, Investments |
|                           |                                               |  |  |  |  |

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**Annex I**

**CERTIFICATE OF INSTRUCTION**

 

**to**

 

**DEUTSCHE BANK TRUST COMPANY AMERICAS,**

 

**as Escrow Agent**

Theundersigned, Comcast Corporation (“Buyer”),****pursuantto Section 4.1(b) of the Escrow Agreement, dated as of July 31, 2006,as amended from time to time in accordance with its terms (the “EscrowAgreement”), by and among Buyer, Adelphia Communications Corporation andDeutsche Bank Trust Company Americas, as escrow agent (terms defined in theEscrow Agreement have the same meanings when used herein), hereby certifiesthat [       ] is entitled toindemnification pursuant to [Section [7.2(a)] of the Purchase Agreement]] [inrespect of the [Group 1 Business] [Group 2 Business] [Buyer is entitled to apurchase price adjustment pursuant to Section [2.8(f)] of the PurchaseAgreement] in an amount equal to (a) $       (the “Claim Amount”) plus (b) the Escrow Earnings on the Claim Amount.

Inaccordance with the Escrow Agreement, if you have not received a timelyObjection Certificate from Seller, you are hereby instructed to release and paythe Claim Amount and Escrow Earnings thereon from the Escrow Account to Buyer[(for payment by Buyer to        )].
| Dated:         , 200 . |                         |
|----------------------------------------------------------------|------------------------------|
| ** **                                                     | **[COMCAST CORPORATION](1)** |
| ** **                                                     | ** **                   |
| ** **                                                     | By:                          | ** ** | ** ** |
| ** **                                                     |                         |  Name: | ** ** |
| ** **                                                     |                         |  Title: | ** ** |
|                                                           |                         |
|                                                           |
| cc:                                                            | Adelphia Communications      |
|                                                           | Corporation                  |
|                                                                |                              |  |  |  |

 

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(1)           If Buyer hasassigned the Escrow Agreement pursuant to Section 7.3 of this Agreement, suchcertificate may be executed by Time Warner NY Cable LLC on behalf of such entityif such entity has designated Time Warner NY Cable LLC as its agent.

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**AnnexII**

**OBJECTION CERTIFICATE**

**to**

**DEUTSCHE BANK TRUST COMPANYAMERICAS,**

**as Escrow Agent,**

**and**

**COMCAST CORPORATION**

Theundersigned, Adelphia Communications Corporation (“Seller”),****pursuant to Section 4.1(c) of the EscrowAgreement, dated as of July 31, 2006, as amended from time to time inaccordance with its terms (the “Escrow Agreement”), by and among ComcastCorporation (“Buyer”), Seller and Deutsche Bank Trust Company Americas,as escrow agent (terms defined in the Escrow Agreement have the same meaningswhen used herein), hereby:

(a)          disputes that [a portion of] the ClaimAmount (and Escrow Earnings thereon) referred to in the Certificate ofInstruction dated        , 200   is owed by Seller to [        pursuant toSection [7.2] of the Purchase Agreement] [in respect of the [Group 1Business] [Group 2 Business] [Buyer pursuant to Section [2.8(f)] of thePurchase Agreement];

(b)          certifies that the undersigned hassent to Buyer a written statement dated        ,200 , a copy of which is attached hereto, disputing [a portion of] theliability to [       ] [Buyer] for the ClaimAmount; [and]

(c)          objects to you making payment to Buyerfrom the Escrow Account as requested in such Certificate of Instruction [infull] [in part, to the extent of $        ofthe Claim Amount and any related Escrow Earnings]; [and]

(d)          [instructsyou to make a payment to Buyer from the Escrow Account in an amount equal to $       of the Claim Amount (the “Partial Claim Amount”) plus the EscrowEarnings on the Partial Claim Amount.](2)

 

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(2)           If applicable.

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| Dated:         , 200 . |                                           |
|----------------------------------------------------------------|------------------------------------------------|
| ** **                                                     | **[ADELPHIA COMMUNICATIONS   CORPORATION](3)** |
| ** **                                                     | ** **                                     |
| ** **                                                     | ** **                                     |
|                                                           | By:                                            |   |   |
|                                                           |                                           | Name: |
|                                                           |                                           | Title: |
|                                                           |                                           |   |
|                                                           |                                           |   |
| cc: Comcast  Corporation                                       |                                           |

 

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(3)           If Seller hasassigned the Escrow Agreement to an entity acting on behalf of Seller’s estate,such certificate may be executed by such entity.

 

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**AnnexIII**

**JOINT CERTIFICATION**

**to**

**DEUTSCHE BANK TRUST COMPANYAMERICAS,**

**as Escrow Agent**

Theundersigned, Comcast Corporation (“Buyer”) and Adelphia CommunicationsCorporation (“Seller”),****pursuant toSection 4.1[(c)][(d)] of the Escrow Agreement, dated as of July 31,2006, as amended from time to time in accordance with its terms (the “EscrowAgreement”), by and among Buyer, Seller and Deutsche Bank Trust CompanyAmericas, as escrow agent (terms defined in the Escrow Agreement have the samemeanings when used herein), hereby jointly:

(a)    certify that [a portion of] the Claim Amountwith respect to the matter described in the Certificate of Instruction dated        ,200    in the amount of $       is owed to Buyer; and

(b)   instruct you to release to Buyer from theEscrow Account $        [insert amountpursuant to paragraph (a)] plus the Escrow Earnings thereon.
| Dated:         , 200 . |                                           |
|----------------------------------------------------------------|------------------------------------------------|
|                                                           |                                           |
| ** **                                                     | **[COMCAST CORPORATION](4)**                   |
| ** **                                                     | ** **                                     |
|                                                           | By:                                            |   |   |
|                                                           |                                           | Name: |
|                                                           |                                           | Title: |
|                                                           |                                           |   |
| ** **                                                     | **[ADELPHIA COMMUNICATIONS   CORPORATION](5)** |
| ** **                                                     | ** **                                     |
|                                                           | By:                                            |   |   |
|                                                           |                                           | Name: |
|                                                           |                                           | Title: |
|                                                                |                                                |  |  |  |

 

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(4)           If Buyer hasassigned the Escrow Agreement pursuant to Section 7.3 of this Agreement, suchcertificate may be executed by Time Warner NY Cable LLC on behalf of such entityif such entity has designated Time Warner NY Cable LLC as its agent.

(5)           If Seller hasassigned the Escrow Agreement to an entity acting on behalf of Seller’s estate,such certificate may be executed by such entity.

 

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**Annex IV**

**ORDER CERTIFICATE**

**to**

**DEUTSCHE BANK TRUST COMPANY AMERICAS,**

**as Escrow Agent**

Theundersigned, Comcast Corporation (“Buyer”), pursuant to Section 4.1(d)of the Escrow Agreement, dated as of July 31, 2006, as amended from time totime in accordance with its terms (the “Escrow Agreement”), by and amongBuyer, Adelphia Communications Corporation (“Seller”) and Deutsche BankTrust Company Americas, as escrow agent (terms defined in the Escrow Agreementhave the same meanings when used herein), hereby:

(a)          certifies that (i) attached hereto is[a final judgment or order of a court of competent jurisdiction in the UnitedStates] [a final and non-appealable determination of an arbitration or likepanel] resolving in [whole] [part] the dispute between Buyer and Seller as to thematter described in the Certificate of Instruction dated        ,200   and the related Objection Certificate dated        ,200   , and (ii) the [portion of the] Claim Amount set forth insuch Certificate of Instruction that is owed to Buyer, as provided in suchorder, is $       ; and

(b)      instructs you to release from the EscrowAccount the aggregate amount pursuant to paragraph (a) of this certificate plusthe Escrow Earnings thereon, as soon as practicable following your receipt ofthis Order Certificate and, in any event, no later than two Business Daysfollowing the date hereof.
| Dated:         , 200 . |                         |
|----------------------------------------------------------------|------------------------------|
|                                                           |                         |
| ** **                                                     | **[COMCAST CORPORATION](6)** |
| ** **                                                     | ** **                   |
| ** **                                                     | ** **                   |
|                                                           | By:                          |   |   |
|                                                           |                         |  Name: |
|                                                           |                         |  Title: |

 

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(6)           If Buyer hasassigned the Escrow Agreement pursuant to Section 7.3 of this Agreement, suchcertificate may be executed by Time Warner NY Cable LLC on behalf of such entityif such entity has designated Time Warner NY Cable LLC as its agent.

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**Schedule I**

AuthorizedRepresentatives of Buyer

| Name   | ** ** | **Title** | ** ** | **Specimen Signature** |
|--------|------------|-----------|------------|------------------------|
|   |       |      |       |                   |
|   |       |      |       |                   |
|   |       |      |       |                   |

 

AuthorizedRepresentatives of Seller

| Name                | ** ** | **Title**                                            | ** ** | **Specimen Signature** |
|---------------------|------------|------------------------------------------------------|------------|------------------------|
| Vanessa Wittman     |       | Executive Vice President and Chief Financial Officer |       |                   |
| Christine Morris    |       | Treasurer                                            |       |                   |
| Constance  Campbell |       | Senior Vice President                                |       |                   |

 

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**Exhibit A**

**SCHEDULEOF FEES FOR**

**Deutsche Bank as Escrow Agent**

**Escrow Agreement**

**EscrowAgent Fees**
| **Acceptance Fee (1x only):** | ** ** | **Waived** |
|-------------------------------|------------|------------|

### ** **

Covers the acceptance ofDeutsche Bank Trust Company Americas to act as Escrow Agent; the study andconsideration of the Agency documents and other Transaction Documents and theestablishment of the necessary accounts and procedures.
| **Annual Administration Fee:** | ** ** | **$5,000** |
|--------------------------------|------------|------------|

 

*(Payable annually in advance for each year / nopro-ration)*

Annualfee that covers the safekeeping of assets, normal administrative functions ofthe Agent, maintenance of the records, follow-up of the agreement’s provisions,generation of monthly reports, daily transaction confirmation, management ofthe accounts, tax reporting etc.  Also,any other duties required by the Escrow Agent under the terms of the agreement.  We assume that if money market funds are usedthey will be “Qualified Funds” offered by Deutsche Bank.

### **Transaction Charges:**

| Investment transactions  | ** ** | **$100 per trade**** |
|--------------------------|------------|----------------------|
| Physical Check Payments: | ** ** | **Waived**           |
| Wire Transfers:          | ** ** | **Waived**           |

 

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**Please note that charges will be waived so long as “Qualified Funds” are usedto invest any monies in the accounts. Qualified Funds include Blackrock, JP Morgan, Federated, Evergreen orDeutsche Bank.

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| **Legal Review Fee****(if necessary)-** | ** ** | **$5,000/$375,000** |
|-----------------------------------------|------------|---------------------|

 

Tothe extent provided pursuant to Section 5.8 of the Escrow Agreement.

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