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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 425 on 11/25/2015|
approvals shall not be unreasonably withheld or delayed) and (ii) the Escrow Issuer, the Trustee and such successor escrow agent entering into this Agreement or any written successor agreement on terms no less favorable to the interests of the Trustee and the Issuers than this Agreement. The Escrow Agent shall thereupon be discharged of all obligations under this Agreement and shall have no further duties, obligations or responsibilities in connection herewith, except to the limited extent set forth in Section 4. If a successor escrow agent has not been appointed or has not accepted such appointment within 30 days after notice of resignation is given to the Escrow Issuer, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent.
3. Release of Escrowed Property.
(a) If at any time prior to the occurrence of a Special Mandatory Redemption Event, the Escrow Agent receives a Release Request from the Escrow Issuer, no later than 1 p.m. Eastern Time on the Business Day prior to the Escrow Release Date (which shall be a Business Day) specified in such Release Request, the Escrow Agent will release the Escrowed Property then held by it to or for the account or at the direction of the Escrow Issuer, in each case in an amount and pursuant to the written direction to the Escrow Agent as set forth in such Release Request.
(b) Upon the occurrence of a Special Mandatory Redemption Event, the Escrow Agent shall, without the requirement of notice to or action by the Escrow Issuer, the Trustee or any other Person, release and deliver the Escrowed Property then held by it to or for the account of the Trustee pursuant to the wire instructions provided on Annex II hereto, as such Annex II may be amended from time to time in accordance with Section 9(e) hereto, not later than 11:00 a.m. Eastern Time on the Special Mandatory Redemption Date.
(c) If the Trustee delivers a written notice (substantially in the form of Annex III attached hereto) to the Escrow Agent that the Notes have become immediately due and payable pursuant to Section 6.01 of the Indenture, the Escrow Agent will release all Escrowed Property then held by it to or for the account or at the direction of the Trustee within one Business Day of receiving such notice, in each case in an amount and pursuant to the written direction to the Escrow Agent as set forth in such notice.
(d) The Trustee agrees to promptly execute and deliver or cause to be executed and delivered any instruments, documents and agreements which may be provided to it, and to promptly take all additional steps which may be reasonably requested by the Escrow Issuer to evidence and/or confirm the release of the Collateral pursuant to this Section 3, including authorizing the filing of one or more UCC amendments or termination statements in such jurisdictions and filing offices as are reasonably necessary or advisable (as determined by the Escrow Issuer) in order to terminate the applicable security interest granted herein. In connection with any release pursuant to this Section 3(d), the Escrow Issuer shall be permitted to take any action in connection therewith necessary and consistent with such release including, without limitation, the filing of UCC amendments or termination statements.
(e) The Trustee agrees that, at least one Business Day prior to each Interest Payment Date during the term of this Agreement, it shall deliver to the Escrow Agent and the Escrow Issuer a written notice (substantially in the form of Annex IV attached hereto) as to the amount of accrued but unpaid interest on the Notes due on such Interest Payment Date, and the Escrow Agent shall transfer to the Trustee, no later than 11:00 a.m. Eastern Time on such Interest Payment Date, funds in an amount as set forth in such written notice.