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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 425 on 11/25/2015|
(i) Concurrently with the execution and delivery hereof, (A) the Escrow Agent shall establish an escrow account in the name of the Trustee entitled Bank of New York Mellon Trust Company, N.A., as Trustee CCOH Safari, LLC Escrow Account at its office located at One U.S. Bank Plaza, 3rd Floor, St. Louis, Missouri 63101 (the Escrow Account) and (B) the Escrow Issuer will deposit with the Escrow Agent the Initial Escrow Deposit into the Escrow Account.
(ii) The Escrow Agent shall accept the Initial Escrow Deposit and each Additional Deposit Amount, as applicable, and shall hold such securities, funds and the proceeds thereof in the Escrow Account. All amounts so deposited, and the interest thereon, all investment thereof, and dividends, distributions and other payments or proceeds in respect of, any such deposits, less any losses incurred on investment and reinvestment of any such deposits and any amounts released pursuant to the terms of this Agreement, shall constitute the Escrowed Property. The Escrow Agent shall invest any portion of the Escrowed Property that is cash in Eligible Escrow Investments as directed by the Escrow Issuer in writing from time to time. The Escrow Agent is hereby directed to hold cash in a non-interest bearing transaction account and this authorization is a permanent investment direction until the Escrow Agent is directed in writing by the Escrow Issuer of permissible alternate instructions. All Escrowed Property shall be held in the Escrow Account until disbursed in accordance with the terms hereof. The Escrow Account and all property credited thereto, including the Escrowed Property, shall be under the control (within the meanings of Sections 8-106 and 9-106 of the UCC) of the Trustee for the benefit of the Holders.
(iii) The obligation and liability of the Escrow Agent to make the payments and transfers required by this Agreement shall be limited to the Escrowed Property. The Escrow Agent shall not be liable for any loss resulting from any investment made pursuant to this Agreement in compliance with the provisions hereof or from the sale of any Eligible Escrow Investments required by the terms hereof or any shortfall in the value of the Escrowed Property that might result therefrom.
(b) Escrow Agent Compensation; Expense Reimbursement.
(i) The Escrow Issuer shall pay to Escrow Agent for services to be performed by it under this Agreement in accordance with the Escrow Agents fee schedule attached hereto as Exhibit A. The Escrow Agent shall be paid any compensation owed to it directly by the Escrow Issuer and shall not disburse from the Escrow Account any such amounts, nor shall the Escrow Agent have any interest in the Escrow Account with respect to such amounts. The provisions of this clause (i) shall survive the termination of this Agreement and survive the resignation or removal of the Escrow Agent.
(ii) The Escrow Issuer shall reimburse the Escrow Agent upon request for all reasonable and documented expenses, disbursements and advances incurred or made by the Escrow Agent in implementing any of the provisions of this Agreement, including compensation and the reasonable and documented expenses and disbursements of its counsel (limited to one outside counsel and one local counsel in each relevant jurisdiction). The Escrow Agent shall be paid any such expenses owed to it directly by the Escrow Issuer and shall not disburse from the Escrow Account any such amounts, nor shall the Escrow Agent have any interest in the Escrow Account with respect to such amounts. The provisions of this clause (ii) shall survive the termination of this Agreement and survive the resignation or removal of the Escrow Agent.
(c) Substitution of Escrow Agent. The Escrow Agent may resign by giving no less than 30 days prior written notice to the Escrow Issuer and the Trustee, and the Escrow Issuer and the Trustee may remove the Escrow Agent by giving no less than 30 days prior written notice to the Escrow Agent. Such resignation or removal shall take effect upon the later to occur of (i) delivery of all Escrowed Property maintained by the Escrow Agent hereunder and copies of all books, records, plans and other documents in the Escrow Agents possession relating to the Escrowed Property, or this Agreement, in each case to a successor escrow agent mutually approved by the Escrow Issuer and the Trustee (which