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SEC Filings

425
CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 425 on 11/25/2015
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(p) Security Advice. The Trustee and the Escrow Issuer each acknowledge that regulations of the Comptroller of the Currency grant them the right to receive brokerage confirmations of the security transactions as they occur. The Trustee and the Escrow Issuer each specifically waive such notification to the extent permitted by law and will receive periodic cash transaction statements that will detail all investment transactions.

(q) Incorporation by Reference. In connection with its execution and acting hereunder, the Trustee is entitled to all rights, privileges, protections, benefits, immunities and indemnities provided to it under the Indenture.

(r) Dealings. The Escrow Agent and any stockholder, director, officer or employee of the Escrow Agent may buy, sell, and deal in any of the securities of any other party hereto and become pecuniarily interested in any transaction in which any other party hereto may be interested, and contract and lend money to any other party hereto and otherwise act as fully and freely as though it were not Escrow Agent under this Agreement. Nothing herein shall preclude the Escrow Agent from acting in any other capacity for any other party hereto or for any other entity.

10. Tax Reporting. The Escrow Agent shall have no responsibility to advise the Escrow Issuer and the Trustee regarding the tax consequences of this Agreement. The Escrow Issuer and the Trustee shall provide the Escrow Agent Form W-9 and Form W-8, as applicable, for each payee, together with any other documentation and information reasonably requested by the Escrow Agent in connection with the Escrow Agent’s reporting obligations under applicable regulations of the United States Internal Revenue Service (“IRS”). If such tax documentation is not so provided, the Escrow Agent is authorized to withhold taxes as required by the IRS. The Escrow Issuer has determined that any interest or income on the Escrowed Property shall be reported on an accrual basis and deemed to be for the account of the Escrow Issuer. The Escrow Issuer shall accurately provide the Escrow Agent with all information reasonably requested by the Escrow Agent in connection with the preparation and filing with the IRS of all applicable Form 1099 and Form 1042-S documents with respect to all distributions as well as in the performance of the Escrow Agent’s reporting obligations under the Foreign Account Tax Compliance Act and Foreign Investment in Real Property Tax Act or other applicable law or regulation. The parties to this Agreement agree that they are not relieved of their respective obligations, if any, to prepare and file information reports under Section 6041 of the Internal Revenue Code of 1986, as amended (the “Code”) Code, and the Treasury regulations thereunder, with respect to amounts of imputed interest income, as determined pursuant to Sections 483 or 1272 of the Code. The Escrow Agent shall not be responsible for determining or reporting such imputed interest.

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