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     **WHEREAS**, Holdings, Parallel and Administrative Agent desire to enter into this Agreement toset forth the terms and conditions pursuant to which the Escrow Agent shall hold the CommitmentAmount in escrow and act as Escrow Agent; and     **WHEREAS**, Holdings, Parallel and Administrative Agent wish to appoint Citibank, N.A. as EscrowAgent and Citibank, N.A. is willing to accept such appointment to act as Escrow Agent, in each caseupon the terms and conditions of this Agreement.     **NOW THEREFORE**, the parties hereto agree as follows:     1. Creation of Accounts.     (a) The Escrow Agent agrees to establish and maintain two (2) accounts at Citibank, N.A.: (i)a segregated deposit account for the benefit of Holdings, Administrative Agent and Parallel(collectively, the “Holdings Escrow Account”) and (ii) a segregated deposit account for the benefitof Parallel and the Administrative Agent (the “Parallel Deposit Account”). Upon the closing of theOffer, Holdings caused the Commitment Amount to be delivered to the Escrow Agent in accordance withinstructions provided by the Escrow Agent, and the Escrow Agent is hereby instructed to deposit theCommitment Amount in the Holdings Escrow Account and to hold in escrow in the Holdings EscrowAccount in accordance with this Agreement the Commitment Amount, together with all earningsthereon, if any, after the date hereof (the Commitment Amount, inclusive of all earnings thereon,being referred to as the “Escrow Funds”). The Escrow Agent acknowledged receipt of the CommitmentAmount. Whenever and to the extent Escrow Funds are distributed pursuant to the Equity IssuanceInstructions provided for in Section 3(a) of this Agreement (the “Distributed Funds”), the EscrowAgent is hereby instructed to deposit such Distributed Funds in the Parallel Deposit Account and tohold in escrow in the Parallel Deposit Account in accordance with this Agreement the DistributedFunds together with all earnings thereon, if any, after the date hereof (the Distributed Funds,inclusive of all earnings thereon, if any, being referred to as the “Deposit Funds”).     (b) In the event any Senior Notes are to be placed into escrow under Section 3(d) of thisAgreement, Holdings and Parallel agree to use commercially reasonable efforts to establish aninvestment account (the “Bond Account”) with an escrow agent other than the Escrow Agent namedherein which will perform the functions set forth in Section 3(d) (the “Bond Agent”), and Holdingsand Parallel further agree that Section 3(d) will govern with respect to the Senior Notes and theBond Account. The Administrative Agent will assist Holdings and Parallel in connection withfinding a Bond Agent. The Escrow Agent, in such capacity, shall not have any duties or obligationswith respect to Section 3(d), any Senior Notes or the Bond Account. If and when a Bond Account isestablished, the Bond Agent will execute and deliver an amendment to this Agreement or an ancillaryagreement agreed upon by Parallel, Holdings, Administrative Agent and the Bond Agent. Unlessotherwise provided in such amendment or ancillary agreement, the Bond Agent shall have all rightsof the Escrow Agent in this Agreement except those directly relating to the Escrow Funds, theHoldings Escrow Account, the Deposit Funds and the Parallel Deposit Account and those set forth inSection 5.
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     (c) Upon execution of this Agreement, Holdings, Parallel and Administrative Agent shall eachexecute and deliver to the Escrow Agent a certificate of incumbency substantially in the form setforth for such party in Exhibit A hereto, for the purpose of establishing the identity of therepresentative of Holdings, Parallel and Administrative Agent entitled to issue instructions ordirections to the Escrow Agent on behalf of each such party (the person(s) so designated from timeto time, the “Authorized Persons”). In the event of any change in the identity of suchrepresentatives, a new certificate of incumbency shall be executed and delivered to the EscrowAgent by the appropriate party with a copy simultaneously sent to the other parties hereto. Untilsuch time as the Escrow Agent shall receive a new incumbency certificate, the Escrow Agent shall befully protected in relying without inquiry on any then current incumbency certificate on file withthe Escrow Agent. In the event funds transfer instructions are given (other than in writing at thetime of execution of this Agreement) such funds transfer instructions should contain a selectedtest word also evidenced on each certificate of incumbency. Test words must contain at least 8alphanumeric characters, established at document execution and changed each time a new certificateof incumbency is executed and delivered in accordance with the above. The parties to thisAgreement acknowledge that these security procedures for funds transfers are commerciallyreasonable.     (d) Holdings, Parallel and Administrative Agent acknowledge and agree that all funds held inthe Holdings Escrow Account, the Parallel Deposit Account and all rights with respect theretogranted under this Agreement are Collateral (as defined in the Credit Agreement) and theAdministrative Agent and the Lenders under the Credit Agreement shall possess all rights theretogranted to them under the Credit Agreement and the Security Instruments (as defined in the CreditAgreement) that are a part thereof. Holdings and Parallel agree that they will promptly executeand deliver to Administrative Agent at its reasonable request all documents, agreements andinstruments necessary or appropriate to carry out the acknowledgement and agreement in theforegoing sentence. The Escrow Agent, in such capacity, shall have no responsibility, duty,liability or obligation with respect to the Collateral, the Credit Agreement, other SecurityInstruments or any security interest created thereby, and the Escrow Agent is entitled to relysolely upon the terms of this Agreement.     (e) To help the U.S. government fight the funding of terrorism and money launderingactivities, Federal law requires all financial institutions to obtain, verify, and recordinformation that identifies each person who opens an account. When an account is opened, theEscrow Agent will ask for information that will allow the Escrow Agent to identify relevantparties. The parties hereby acknowledge such information disclosure requirements and agree tocomply with all such information disclosure requests from time to time from the Escrow Agent.     2. Investment of Escrow Funds and Deposit Funds. (a) The Escrow Agent shall holdEscrow Funds in the Holdings Escrow Account and any Deposit Funds in the Parallel Deposit Accountin non-interest bearing accounts at Citibank, N.A. with no earnings thereon, unless and untilHoldings gives written instructions to the Escrow Agent that either or both be held in approvedmoney market funds as directed by Holdings.     (b) The Escrow Agent shall invest the Escrow Funds or Deposit Funds, as the case may be, onthe date of receipt of written instructions from Holdings, provided that such instructions arereceived on or before 11:00 a.m. New York City time. Any instructions received
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by the Escrow Agent after 11:00 a.m. New York City time shall be treated as if received on thefollowing Business Day. For purposes of this Agreement “*Business Day*” shall mean any day that theEscrow Agent is open for business.     (c) Any investment direction contained herein may be executed through an affiliated brokerdealer of the Escrow Agent and will be entitled to such usual and customary fee. Neither Citigroupnor any of its affiliates assume any duty or liability for monitoring the investment rating.     3. Disbursement from Holdings Escrow Account and Parallel Deposit Account. The EscrowAgent shall continue to hold the Escrow Funds and the Deposit Funds in its possession untilauthorized hereunder to distribute them as follows:     (a) pursuant to the joint written instructions in the form of Annex A hereto (the “EquityIssuance Instructions”) of Holdings and Parallel that Parallel has issued its common stock toHoldings in exchange for all or a portion of the Escrow Funds, Escrow Agent shall distribute theamount of the Escrow Funds set forth in the Equity Issuance Instructions from the Holdings EscrowAccount to the Parallel Deposit Account;     (b) pursuant to the joint written instructions in the form of Annex B hereto (the “NotePurchase Instructions”) of Parallel and Administrative Agent that Parallel is obligated to purchaseSenior Notes pursuant to the Change of Control Offer, Escrow Agent shall distribute the amount ofDeposit Funds set forth in the Note Purchase Instructions from the Parallel Deposit Account to thePaying Agent under the Indenture as provided in the Note Purchase Instructions;     (c) pursuant to the joint written instructions in the form of Annex C hereto (the “NoteContribution Instructions”) of Holdings and Administrative Agent that Holdings is obligated topurchase Senior Notes pursuant to an offer made by Holdings or an affiliate of Holdings (other thanParallel) to purchase Senior Notes (a “Notes Offer”), Escrow Agent shall distribute the amount ofEscrow Funds set forth in the Note Contribution Instructions from the Holdings Escrow Account tothe party set forth in the Note Contribution Instructions;     (d) in the event that Escrow Funds are distributed pursuant to Section 3(c), (i) immediatelyupon the closing of such a Notes Offer, Holdings shall deposit all of the Senior Notes purchasedwith the Bond Agent in the Bond Account, (ii) Holdings shall contribute all Senior Notes in theBond Account to Parallel and Parallel shall issue its common stock to Holdings in exchange thereforwithin 5 days after each acquisition of Senior Notes by Holdings or its affiliates,and (iii) pursuant to joint written instructions in the form of Annex D hereto (the “NoteRetirement Instructions”) of Holdings and Parallel that Parallel has issued common stock toHoldings in exchange for the Senior Notes purchased by Holdings or its affiliates, the Bond Agentshall distribute to Parallel the Senior Notes held in the Bond Account;     (e) pursuant to the joint written instructions in the form of Annex E hereto (the “ReleaseDate Instructions”) of Holdings and Parallel that either the Change of Control Payment Date (asdefined in the Indenture) with respect to the Change of Control Offer or the date on which theChange of Control Offer is terminated in accordance with its terms, whichever occurs
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first, has occurred (the earlier thereof to occur, the “Release Date”), the Escrow Agentshall distribute (i) to Administrative Agent, from the Holdings Escrow Account and the ParallelDeposit Account, the Parallel Revolving Payment Amount (as hereafter defined) and (ii) to Holdings,from the Holdings Escrow Account, the Holdings Release Amount (as hereafter defined).  The“Parallel Revolving Payment Amount” shall be an amount (not less than zero) equal to the differencebetween (1) the sum of (A) the amount outstanding at the date of determination thereof on theRevolving Loans under the Credit Agreement and (B) the principal amount outstanding of the SeniorNotes, after taking into account the purchase and retirement of any Senior Notes pursuant to anywritten instructions pursuant to the provisions of this Section 3, and (2) $250 million.  TheEscrow Agent shall satisfy the distribution required by subsection (i) hereof first from theParallel Deposit Account with any balance required satisfied from the Holdings Escrow Account.  The“Holdings Release Amount” shall be the lesser of (Y) the balance remaining in the Holdings EscrowAccount after the distribution of the Parallel Revolving Payment Amount and (Z) $33.8 million.  TheParallel Revolving Payment Amount, when received by the Administrative Agent pursuant to thisSection 3(e), shall be immediately applied by the Administrative Agent to the repayment of theRevolving Loans in accordance with Section 2(a) of the Credit Agreement. The Escrow Agent shallconclusively rely on the calculations of the Parallel Revolving Payment Amount and the HoldingsRelease Amount specified in the Release Date Instructions, and the Escrow Agent shall have no duty,obligation, liability or responsibility with respect thereto.     (f) pursuant to the written instructions of the Administrative Agent that the Lenders areentitled pursuant to Section 14 of the Credit Agreement to set-off and apply the Escrow Funds andthe Deposit Funds to the repayment of indebtedness owed to the Lenders under the Credit Agreementas though the Escrow Funds and the Deposit Funds are deposits and investment property held by aLender or an affiliate of a Lender for the credit or account of Parallel under said Section 14, theEscrow Agent shall distribute to Administrative Agent all of the Escrow Funds and the Deposit Fundsfrom their respective accounts in accordance with the instructions provided by the AdministrativeAgent. The Administrative Agent shall send a copy of such instructions to Holdings and Parallel;     (g) in the event that the Escrow Agent shall be uncertain as to its duties or rights hereunderor shall receive instructions with respect to the Escrow Funds or Deposit Funds which, in its soledetermination, are in conflict either with other instructions received by it or with any provisionof this Agreement, it shall be entitled to hold the Escrow Funds or Deposit Funds, or any portionthereof, in the Holdings Escrow Account or the Parallel Deposit Account, as the case may be,pending the resolution of such uncertainty to the Escrow Agent’s sole satisfaction, by finaljudgment of a court or courts of competent jurisdiction or otherwise, or the Escrow Agent, at itssole option, may dispose of the Escrow Funds or the Deposit Funds (and any other amounts thatthereafter become part of the Holdings Escrow Account or the Parallel Deposit Account, as the casemay be) with a court of competent jurisdiction pursuant to Section 7 hereof; and     (h) prior to the disbursement of funds from the Holdings Escrow Account or the ParallelDeposit Account, as the case may be, Escrow Agent may, in its discretion and without any obligationto do so, seek confirmation of any instructions by telephone callback to the party or partiesproviding the instruction through their designated representative(s) as set forth in
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Exhibit A. To ensure the accuracy of the instructions it receives, the Escrow Agent mayrecord such call backs.     4. Termination. This Agreement shall terminate and be of no further force and effecton December 31, 2009 or such earlier date on which the final disbursement of the Escrow Funds andthe Deposit Funds has been made hereunder, whether by written direction or otherwise (either suchdate, the “End Date”), subject, however, to the survival of obligations specifically contemplatedin this Agreement to survive. Any Escrow Funds and Deposit Funds remaining in the Holdings EscrowAccount or the Parallel Deposit Account on the End Date shall be distributed by the Escrow Agent toa segregated deposit account to be established by Parallel at Citibank, N.A. After distribution ofany Escrow Funds or Deposit Funds pursuant to this Section 4, the Escrow Agent, in such capacity,shall not have any further duties or obligations under this Agreement. Parallel, Holdings andAdministrative Agent agree that such account shall be pledged by Parallel to Administrative Agent,for the benefit of Lenders, to secure Parallel’s obligations under the Credit Agreement and relatedloan documents, pursuant to a security agreement in form and substance acceptable to Citibank, N.A.Said security agreement will provide, among other things, that withdrawals from such account willbe permitted only for the purpose of redeeming and retiring outstanding Senior Notes until all ofthe Senior Notes are fully redeemed and retired, at which time any remaining funds in said accountmay be used at Parallel’s discretion.     5. Fees. Parallel agrees to pay the Escrow Agent’s fees and expenses as outlined inExhibit B attached hereto when due. In the event fees and expenses, or any other obligations owedto the Escrow Agent (or its counsel), are not paid to the Escrow Agent when due, Escrow Agent ishereby authorized to pay said fees, expenses and other amounts from the Holdings Escrow Account orthe Parallel Deposit Account.     6. Indemnification. Holdings and Parallel covenant and agree, jointly and severally,to indemnify the Escrow Agent and its employees, officers and directors (each, an “IndemnifiedParty”) for, hold each Indemnified Party harmless from, and defend each Indemnified Party against,any and all claims, losses, actions, liabilities, costs, damages and expenses of any natureincurred by any Indemnified Party arising out of or in connection with this Agreement or with theadministration of its duties hereunder, including but not limited to attorney’s fees and expenses,tax liabilities (including any taxes, interest and penalties but excluding any income taxliabilities associated with the Escrow Agent’s fees), any liabilities or damages that may resultfrom any inaccuracy or misrepresentation made in any tax certification provided to the EscrowAgent, and other costs and expenses of defending or preparing to defend against any claim ofliability, except to the extent such loss, liability, damage, cost and expense shall be caused bythe Indemnified Party’s own gross negligence or willful misconduct. The foregoing indemnificationand agreement to hold harmless shall survive the termination of this Agreement and the resignationor removal of the Escrow Agent.     7. Interpleader. Escrow Agent shall be entitled to refrain from taking any actioncontemplated by this Agreement in the event that it becomes aware of any disagreement between theparties hereto as to any facts or as to the happening of any contemplated event precedent to suchaction, and in any such event, the Escrow Agent shall not be liable in any way or to any person forits failure or refusal to act, and the Escrow Agent shall be entitled to continue to so
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refuse to act and refrain from acting until (i) the rights of all parties having or claimingan interest in the escrow property shall have been fully and finally adjudicated by a court ofcompetent jurisdiction, or all differences and doubts shall have been resolved by agreement amongall of the parties, and (ii) the Escrow Agent shall, in the case of adjudication by a court ofcompetent jurisdiction, have received a final order, judgment or decree by such court of competentjurisdiction, which order, judgment or decree is not subject to appeal, and in the case ofresolution of differences and doubts by agreement, have received a notice in writing signed by eachof the parties setting forth in detail the agreement.. In the event that (i) any dispute shallarise between the parties with respect to the disposition or disbursement of any of the assets heldhereunder, or (ii) Escrow Agent shall be uncertain as to how to proceed in a situation notexplicitly addressed by the terms of this Agreement whether because of conflicting demands by theother parties hereto or otherwise, Escrow Agent shall be permitted to interplead all of the assetsheld hereunder into a court of competent jurisdiction, and thereafter be fully relieved from anyand all liability or obligation with respect to such interpleaded assets. The parties hereto otherthan Escrow Agent further agree to pursue any redress or recourse in connection with such adispute, without making Escrow Agent a party to the same. The costs and expenses (includingreasonable attorneys’ fees and expenses) incurred by the Escrow Agent in connection with suchproceeding shall be paid by, and be the joint and several obligation of, Holdings and Parallel.     8. Tax on Earnings. (a) As between Holdings and Parallel, for purposes of federal andother taxes based on income, Parallel shall be treated as the owner of the Escrow Funds and theDeposit Funds and Parallel shall report all income, if any, that is earned on or derived from theEscrow Funds or the Deposit Funds, as the case may be, as its income in the taxable year or yearsin which such income is properly includable and pay any taxes attributable thereto.     (b) Holdings and Parallel agree that, for tax reporting purposes, the Escrow Funds and theDeposit Funds shall be reported in the year of disbursement on a Form 1099-B, if applicable, inrelation to principal and on a Form 1099-INT for interest earned or on a Form 1099-DIV fordividends earned in the case of money market investments. Holdings and Parallel agree that thisAgreement does not relieve them of their obligation for tax information reporting under Section6041 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), and theTreasury regulations thereunder, as well as the obligation to report amounts of imputed interestincome to the extent required pursuant to Code Section 483 or Section 1272. The Escrow Agent shallnot be responsible for determining or reporting such imputed interest.     (c) Holdings and Parallel shall upon the execution of this Agreement provide the Escrow Agentwith a duly completed and properly executed original IRS Form W-9 (or applicable Form W-8, in thecase of a non-U.S. person) certifying such party’s U.S. tax identification number if Form W-9 isprovided, or status as a beneficial owner of the escrow property if a Form W-8 is provided.Holdings and Parallel understand that, in the event valid U.S. tax forms, or other relevant forms,are not provided to the Escrow Agent, the tax law may require withholding of tax on disbursementsand on a portion of any interest or other income earned on the investment of the escrow property.     (d) Should the Escrow Agent become liable for the payment of taxes, including withholdingtaxes relating to any funds, including interest and penalties thereon, held by it pursuant to thisAgreement or any payment made hereunder, Holdings and Parallel agree, jointly
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and severally, to reimburse the Escrow Agent for such taxes, interest and penalties upondemand. Without limiting the foregoing, the Escrow Agent shall be entitled to deduct such taxes,interest and penalties from the Escrow Funds and the Deposit Funds in accordance with Section 5hereof.     (e) Holdings and Parallel acknowledge and agree that none of the payments under this Agreementare for compensation for services performed by an employee or independent contractor of any ofthem.     (f) Citigroup, Inc., its affiliates, and its employees are not in the business of providingtax or legal advice to any taxpayer outside of Citigroup, Inc. and its affiliates. This Agreementand any amendments or attachments are not intended or written to be used, and cannot be used orrelied upon, by any such taxpayer or for the purpose of avoiding tax penalties. Any such taxpayershould seek advice based on the taxpayer’s particular circumstances from an independent taxadvisor.     (g) This Section 8 may be amended by the Escrow Agent as necessary and upon notice toHoldings, Parallel and the Administrative Agent to conform to tax and regulatory requirements andany other changes to the current applicable governmental tax laws. The Escrow Agent’s rights underthis Section shall survive the termination of this Agreement or the resignation or removal of theEscrow Agent.     9. Ministerial Duties and Liability of Escrow Agent. Escrow Agent shall have onlythose duties as are specifically provided herein, which shall be deemed purely ministerial innature, and shall under no circumstances be deemed a fiduciary or trustee for any of the parties tothis Agreement, and no duties, responsibilities or obligations of the Escrow Agent shall beinferred or implied. Escrow Agent will not have any responsibility or liability for any actions oromissions of the Bond Agent. Escrow Agent shall neither be responsible for, nor chargeable with,knowledge of the terms and conditions of any other agreement, instrument or document between theother parties hereto, in connection herewith, including without limitation, the Merger Agreement,the Credit Agreement, the Letter Agreement, the Waiver, or the Indenture, and the Escrow Agentshall not be responsible for determining or compelling compliance therewith or be otherwise boundthereby. This Agreement sets forth all matters pertinent to the escrow contemplated hereunder, andno additional obligations of Escrow Agent shall be inferred from the terms of this Agreement or anyother agreement. Escrow Agent shall not be liable for any action taken or omitted hereunder iftaken or omitted by it in good faith. Escrow Agent shall also be fully protected in relying uponany written notice, demand, instruction, certificate, or other document which it in good faithbelieves to be genuine and shall have no obligation to verify the truth, authenticity, validity oraccuracy thereof. The Escrow Agent may act in reliance upon any signature believed by it to begenuine and may assume that any person purporting to make any statement or execute any document inconnection with the provisions hereof has been duly authorized to do so. **IN NO EVENT SHALL ESCROWAGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGES OR EXPENSES ARISING OUT OF THE SERVICESPROVIDED HEREUNDER, EXCEPT TO THE EXTENT THAT A COURT OF COMPETENT JURISDICTION DETERMINES THATSUCH DAMAGES OR EXPENSES DIRECTLY RESULTED FROM ESCROW AGENT’S GROSS NEGLIGENCE OR WILLFULMISCONDUCT. UNDER NO CIRCUMSTANCES SHALL ESCROW AGENT BE RESPONSIBLE FOR INDIRECT, SPECIAL,**
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**CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITYOF SUCH DAMAGES.**          The Escrow Agent shall not be required to expend or risk any of its own funds or otherwiseincur any financial or other liability in the performance of any of its duties hereunder and theEscrow Agent shall not be obligated to take any legal or other action hereunder which might in itsjudgment involve or cause it to incur any expense or liability unless it shall have been furnishedwith indemnification satisfactory to the Escrow Agent.          The Escrow Agent shall be under no duty to afford the escrow property any greater degree ofcare than it gives its own similar property. The Escrow Agent shall not be liable for any damage,loss or injury resulting from any action taken or omitted in the absence of gross negligence orwillful misconduct.          Notwithstanding any other provision of the Agreement, the Escrow Agent shall not be liable forthe acts or omissions of any nominees, correspondents, designees, agents, subagents orsubcustodians, or for the investment or reinvestment of any escrow property, or any liquidation ofsuch investment or reinvestment, executed in accordance with the terms of this Agreement,including, without limitation, any liability for any delays (not resulting from its grossnegligence or willful misconduct as adjudicated by a court of competent jurisdiction) in theinvestment or reinvestment of the escrow property, any loss of interest incident to any suchdelays, or any loss or penalty as a result of the liquidation of any investment before its statedmaturity date.          The recitals contained in this Agreement shall be taken as the statements of Holdings,Parallel and the Administrative Agent, and the Escrow Agent shall have no liability therefor.     10. Choice of Counsel, Agents and Mergers. Escrow Agent shall have the right, but notthe obligation, to consult with counsel of its choice and shall not be liable for any action takenor omitted to be taken by Escrow Agent in good faith in accordance with the opinion or advice ofsuch counsel. Escrow Agent shall have the right to perform any of its duties hereunder throughagents, attorneys, custodians or nominees. Any banking association or corporation into whichEscrow Agent may be merged, converted or with which Escrow Agent may be consolidated, or anycorporation resulting from any merger, conversion or consolidation to which Escrow Agent shall be aparty, or any banking association or corporation to which all or substantially all of the corporatetrust business of Escrow Agent shall be transferred, shall succeed to all Escrow Agent’s rights,obligations and immunities hereunder without the execution or filing of any paper or any furtheract on the part of any of the parties hereto, anything herein to the contrary notwithstanding.     11. Resignation or Removal of Escrow Agent. Escrow Agent may resign as such followingthe giving of thirty (30) days prior written notice to the other parties hereto. Similarly, EscrowAgent may be removed and replaced following the giving of thirty (30) days prior written notice toEscrow Agent by Parallel with the written consent of Administrative Agent, provided that Parallelproposes a new Escrow Agent reasonably acceptable to Holdings and Administrative Agent. In eitherevent, the duties of Escrow Agent shall terminate (30) days after the date of such notice (or as ofsuch earlier date as may be mutually agreeable); and Escrow Agent shall then deliver the balance ofthe moneys or assets then in its possession to a successor
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escrow agent appointed by Parallel and reasonably acceptable to Holdings as evidenced by awritten notice filed with Escrow Agent. If a successor escrow agent has not accepted suchappointment by the end of such 30-day period, the Escrow Agent may deliver the escrow property tothe Administrative Agent. The Escrow Agent shall deduct any outstanding fees, expenses and otheramounts from the Escrow Funds or the Deposit Funds prior to transferring any moneys or assets to asuccessor escrow agent or to the Administrative Agent, and upon delivery of the escrow property tothe successor escrow agent or the Administrative Agent, the Escrow Agent shall have no furtherduties, responsibilities or obligations hereunder.     12. Attachment of Escrow Funds or Deposit Funds; Compliance with Legal Orders. In theevent that any escrow property under this Agreement shall be attached, garnished or levied upon byany court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or anyorder, judgment or decree shall be made or entered by any court order affecting the propertydeposited under this Agreement, Escrow Agent is hereby expressly authorized, in its solediscretion, to obey and comply with all writs, orders or decrees so entered or issued, which it isadvised by legal counsel of its own choosing is binding upon it, whether with or withoutjurisdiction, and in the event that Escrow Agent obeys or complies with any such writ, order ordecree it shall not be liable to any of the parties hereto or to any other person, by reason ofsuch compliance notwithstanding such writ, order or decree being substantially reversed, modified,annulled, set aside or vacated.     13. Notices and Instructions. All claims, notices, instructions, requests, demands,or other communications hereunder shall be in writing and be given in person, by facsimiletransmission or Federal Express or comparable overnight courier service, and shall become effective(a) on delivery if given in person, (b) when receipt is acknowledged if sent by facsimiletransmission, or (c) on the date of delivery if sent by reputable courier service; provided, thatnotices to the Escrow Agent shall only be deemed given upon actual receipt by the Escrow Agent.All claims, notices, instructions, requests, demands and other communications to the Escrow Agentmust be received on or before 11:00 a.m. New York City time. Any such communications received bythe Escrow Agent after 11:00 a.m. New York City time shall be treated as if received on thefollowing Business Day.     Notices shall be addressed as follows:       (a) If to Holdings:         PLLL Holdings, LLC    Address: 9 West 57th Street                   New York, New York 10019    Attention: Sam Oh    Facsimile: 646 607-0539    Telephone: 212 515-3200         With a copy to:         Akin Gump Strauss Hauer & Feld LLP    Address: One Bryant Park                   New York, NY 10036    Attention: Mark Zvonkovic    Facsimile: 212-872-1002