Common use of Title Commitments and Surveys Clause in Contracts

Title Commitments and Surveys. Century and TCI each will provide to the other, within 60 days after the date of this Agreement, (a) current commitments to issue title insurance policies on the 1992 CLTA owner's form ("Title Commitments") by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or another nationally recognized title insurance company (the "Title Company") and containing policy limits and other terms reasonably acceptable to the other, and, legible photocopies of all recorded items described as exceptions therein, committing to insure fee simple title in the Partnership to each parcel of the Owned Property and access to such Owned Real Property included in its Assets, subject only to Permitted Liens, and (b) surveys of each parcel of Owned Property used in connection with the Century Exchange Systems, in such form as is necessary to obtain the title insurance to be issued pursuant to the Title Commitments with the standard printed exceptions relating to survey matters deleted (the "Surveys"), certified to the Partnership and to the Title Company issuing a Title Commitment. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys shall be paid by the Partnership; provided however that (x) each of TCI and Century shall pay for the cost to delete or insure over any Title Defects relating to its Owned Property and (y) the Partnership will pay the premiums and charges for any additional endorsements it requests with respect to any Title Policy other than the endorsements to delete the standard survey exceptions from such Title Policy and to delete or insure over any Title Defects. If Century or TCI notifies the other within 30 days following its receipt of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in SCHEDULES 5.4 or 6.4, as applicable) or other matter affecting title to Owned Property of the other which prevents access to or which could prevent or impede in any way the use or operation of any parcel of Owned Property for the purposes for which it is currently used or operated by the other (each a "Title Defect"), the other will exercise commercially reasonable efforts to (i) remove such Title Defect, or (ii) with the consent of the objecting party, cause the Title Company to commit to insure over each such Title Defect prior to the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if the objecting party elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, the Partnership and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Partnership in its reasonable discretion. Any decisions to be made by the Partnership pursuant to this Section shall be made by TCI with respect to Century Owned Property and by Century with respect to TCI Owned Property.

Title Commitments and Surveys. Century and TCI each Charter will provide have the option to the otherobtain, within 60 days after the date of this Agreementat its own expense, (ai) current commitments to issue of title insurance policies on the 1992 CLTA owner's form ("Title Commitments") issued by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or another a nationally recognized title insurance company selected by Charter (the "Title Company") and containing policy limits and other terms reasonably acceptable to the otherCharter, and, legible and photocopies of all recorded items described as exceptions therein, therein committing to insure (a) fee simple title in the Partnership Charter to each parcel of the Owned Property and access to such Owned Real Property included in its Assets, subject only to Permitted Liens, and (b) surveys of each parcel of Owned Property used and (b) a leasehold interest in connection Charter in each parcel of Leased Property that is the site of a System headend or tower, by American Land Title Association ("ALTA") (1992) owner's or lessee's policies of title insurance, and (ii) current ALTA as-built surveys (in accordance with the Century Exchange SystemsMinimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by ALTA and the American Congress on Surveying and Mapping in 1992) of each such parcel of Owned Property or Leased Property with monuments placed at all major corners of the property boundary unless already marked and showing the location and identification by recorded instrument number of all easements or rights-of-way burdening or benefiting the property in question and all other documents and matters referenced as exceptions on the Title Commitment, the location of all apparent easements and rights-of-way, flood zone designation, setback lines, if applicable, the location of all substantial visible improvements on such property and the location of all adjoining streets and indication of access to a public way such as curb cuts and driveways, in such form as is reasonably satisfactory to Charter and as is necessary to obtain the title insurance to be issued pursuant to the Title Commitments with the standard printed exceptions relating to survey matters deleted (the "Surveys"), certified to the Partnership parties and to the Title Company issuing a Title Commitment. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys shall be paid by the Partnership; provided however that If Charter notifies IPWT within twenty (x20) each days of TCI and Century shall pay for the cost to delete or insure over any Title Defects relating to its Owned Property and (y) the Partnership will pay the premiums and charges for any additional endorsements it requests with respect to any Title Policy other than the endorsements to delete the standard survey exceptions from such Title Policy and to delete or insure over any Title Defects. If Century or TCI notifies the other within 30 days following this Agreement or, if later, of its receipt of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in SCHEDULES 5.4 or 6.4, as applicableLien) or other matter affecting title to Owned Property or Leased Property which renders (or presents a material risk of the other which rendering) title to any parcel of Owned Property not good and marketable or prevents access to or which could prevent materially interferes with (or impede in any way presents a material risk of preventing or interfering with) the use or operation of any parcel of Owned Property or Leased Property for the purposes for which it is currently used or operated intended to be used by the other IPWT (each a "Title Defect"), the other IPWT will exercise commercially reasonable efforts to (i) remove such Title Defector, or (ii) with the consent of the objecting partyCharter, cause the Title Company to commit to insure over over, each such Title Defect prior to the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if the objecting party elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, the Partnership and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Partnership in its reasonable discretion. Any decisions to be made by the Partnership pursuant to this Section shall be made by TCI with respect to Century Owned Property and by Century with respect to TCI Owned Property.

Title Commitments and Surveys. Century Insight and TCI each will provide to the other, within 60 days after the date of this Agreement, (a) current commitments to issue title insurance policies on the 1992 CLTA ALTA owner's form (or its local equivalent in any state in which ALTA policies are not available) ("Title Commitments") by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or another nationally nationally-recognized title insurance company (the "Title Company") and containing policy limits and other terms reasonably acceptable to the other, and, legible photocopies of all recorded items described as exceptions therein, committing to insure fee simple title in the Partnership Company to each parcel of the Owned Property and easements that provide access to such Owned Real Property included in its Assets, subject only to Permitted Liens, and (b) surveys of each parcel of Owned Property used in connection with the Century Exchange Systems, in such form as is necessary to obtain the title insurance to be issued pursuant to the Title Commitments with the standard printed exceptions relating to survey matters deleted (the "Surveys"), certified to the Partnership Company and to the Title Company issuing a Title Commitment. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys shall be paid by the PartnershipCompany; provided however that (x) each of Insight and TCI and Century shall pay for the cost to delete or insure over any Title Defects relating to its Owned Property and (y) the Partnership will pay the premiums and charges for any additional endorsements it requests with respect to any Title Policy other than the endorsements to delete the standard survey exceptions from such Title Policy and to delete or insure over any Title DefectsProperty. If Century Insight or TCI notifies the other within 30 days following its receipt of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in SCHEDULES Schedules 5.4 or 6.4, as applicable) or other matter affecting title to Owned Property of the other which prevents access to or which could prevent or impede in any way the use or operation of any parcel of Owned Property for the purposes for which it is currently used or operated by the other (each a "Title Defect"), the other will exercise commercially reasonable efforts to (i) remove such Title Defect, or (ii) with the consent of the objecting party, cause the Title Company to commit to insure over each such Title Defect prior to the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if the objecting party elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, the Partnership Company and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Partnership Company, in its reasonable discretion. Any decisions to be made by the Partnership Company pursuant to this Section shall be made by TCI with respect to Century Insight Owned Property and by Century Insight with respect to TCI Owned Property. Insight agrees that the Title Commitments and Surveys to be delivered by TCI pursuant to the Exchange Agreement with respect to owned real property included in the Exchange Assets shall be issued in the name of the Company and shall be paid for by the Company, notwithstanding any contrary provision in the Exchange Agreement; provided, that TCI shall pay for the cost to delete or insure over any Title Defects relating to such owned real property.

Title Commitments and Surveys. Century The Partnership and TCI each will provide to the other, within 60 days after the date of this Agreement, (a) current commitments to issue title insurance policies on the 1992 CLTA owner's form ("Title Commitments") by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or another nationally recognized title insurance company (the "Title Company") and containing policy limits and other terms reasonably acceptable to the other, and, legible photocopies of all recorded items described as exceptions therein, committing to insure fee simple title in the Partnership other party to each parcel of the Owned Property and access to such Owned Real Property included in its Assets, subject only to Permitted Liens, and (b) surveys of each parcel of Owned Property used in connection with the Century Exchange SystemsProperty, in such form as is necessary to obtain the title insurance to be issued pursuant to the Title Commitments with the standard printed exceptions relating to survey matters deleted (the "Surveys"), certified to the Partnership other party and to the Title Company issuing a Title Commitment. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys shall be paid by split equally between the PartnershipPartnership and TCI; provided however that (x) each of TCI and Century party shall pay for the cost to delete or insure over any Title Defects relating to its Owned Property and (y) the Partnership requesting party will pay the premiums and charges for any additional endorsements it such party requests with respect to any Title Policy other than the endorsements to delete the standard survey exceptions from such Title Policy and to delete or insure over any Title Defects. If Century or TCI notifies the other within 30 days following its receipt of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in SCHEDULES 5.4 or 6.4, as applicable) or other matter affecting title to Owned Property of the other which prevents access to or which could prevent or impede in any way the use or operation of any parcel of Owned Property for the purposes for which it is currently used or operated by the other (each a "Title Defect"), the other will exercise commercially reasonable efforts to (i) remove such Title Defect, or (ii) with the consent of the objecting party, cause the Title Company to commit to insure over each such Title Defect prior to the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if the objecting party elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, the Partnership objecting party and the other party that owns such property shall enter into a written agreement at Closing containing the other party's commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Partnership objecting party, in its reasonable discretion. Any decisions to be made by the Partnership pursuant to this Section shall be made by TCI with respect to Century Owned Property and by Century with respect to TCI Owned Property.

Title Commitments and Surveys. Century Xxxxx and TCI each will ----------------------------- provide to the other, within 60 45 days after the date of this Agreement, (a) current commitments to issue title insurance policies on the 1992 CLTA ALTA owner's form or lessee form, as appropriate (or its local equivalent in any state in which ALTA policies are not available) ("Title Commitments") issued by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or another nationally recognized on behalf of a title insurance company reasonably satisfactory to the other (the "Title Company") ), and containing policy limits and other terms reasonably acceptable to the other, and, and legible photocopies of all recorded items described as exceptions therein, committing to insure fee simple title in the Partnership to (i) each parcel of the Owned Property and easements that provide access to such Owned Real Property included in its Assets, subject only to Permitted LiensLiens and (ii) a leasehold interest in each parcel of Leased Property for those parcels of Leased Property used for headend or tower sites and on easements which provide access to such Leased Property, and (b) surveys of each such parcel of Owned Property used in connection with the Century Exchange Systems, or Leased Property in such form as is necessary to obtain the title insurance to be issued pursuant to the Title Commitments with the standard printed exceptions relating to survey matters deleted (the "Surveys"), certified to the Partnership other and to the Title Company issuing a the Title Commitment. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys shall will be paid by the Partnership; provided however party that (x) each of TCI and Century shall pay for the cost owns or leases such property prior to delete or insure over any Title Defects relating to its Owned Property and (y) the Partnership will pay the premiums and charges for any additional endorsements it requests with respect to any Title Policy other than the endorsements to delete the standard survey exceptions from such Title Policy and to delete or insure over any Title DefectsClosing. If Century Xxxxx or TCI notifies the other within 30 20 days following of its receipt of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in SCHEDULES 5.4 or 6.4, as applicable) or other matter affecting title to Owned Property or Leased Property of the other which or prevents access to or which could prevent or impede in any way the use or operation of any parcel of Owned Property or Leased Property for the purposes for which it is currently used or operated by the other (each a "Title Defect"), the other will exercise commercially reasonable efforts to (i) remove such Title Defector, or (ii) with the consent of the objecting partyparty (not to be unreasonably withheld), cause the Title Company to commit to insure over over, each such Title Defect prior to the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if the objecting party elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, the Partnership and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Partnership in its reasonable discretion. Any decisions to be made by the Partnership pursuant to this Section shall be made by TCI with respect to Century Owned Property and by Century with respect to TCI Owned Property.

Title Commitments and Surveys. Century and TCI each Charter will provide have the option to the otherobtain, within 60 days after the date of this Agreementat its own expense, (ai) current commitments to issue of title insurance policies on the 1992 CLTA owner's form ("Title Commitments") issued by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or another a nationally recognized title insurance company selected by Charter (the "Title Company") and containing policy limits and other terms reasonably acceptable to the otherCharter, and, legible and photocopies of all recorded items described as exceptions therein, therein committing to insure (a) fee simple title in the Partnership Charter to each parcel of Owned Property and (b) a leasehold interest in Charter in each parcel of Leased Property that is the site of a System headend or tower, by American Land Title Association ("ALTA") (1992) owner's or lessee's policies of title insurance, and (ii) current ALTA as-built surveys (in -35- 42 accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by ALTA and the American Congress on Surveying and Mapping in 1992) of each such parcel of the Owned Property or Leased Property with monuments placed at all major corners of the property boundary unless already marked and showing the location and identification by recorded instrument number of all easements or rights-of-way burdening or benefiting the property in question and all other documents and matters referenced as exceptions on the Title Commitment, the location of all apparent easements and rights-of-way, flood zone designation, setback lines, if applicable, the location of all substantial visible improvements on such property and the location of all adjoining streets and indication of access to a public way such Owned Real Property included in its Assets, subject only to Permitted Liens, as curb cuts and (b) surveys of each parcel of Owned Property used in connection with the Century Exchange Systemsdriveways, in such form as is reasonably satisfactory to Charter and as is necessary to obtain the title insurance to be issued pursuant to the Title Commitments with the standard printed exceptions relating to survey matters deleted (the "Surveys"), certified to the Partnership parties and to the Title Company issuing a Title Commitment. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys shall be paid by the Partnership; provided however that If Charter notifies RMG within twenty (x20) each days of TCI and Century shall pay for the cost to delete or insure over any Title Defects relating to its Owned Property and (y) the Partnership will pay the premiums and charges for any additional endorsements it requests with respect to any Title Policy other than the endorsements to delete the standard survey exceptions from such Title Policy and to delete or insure over any Title Defects. If Century or TCI notifies the other within 30 days following this Agreement or, if later, of its receipt of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in SCHEDULES 5.4 or 6.4, as applicableLien) or other matter affecting title to the Owned Property or Leased Property which renders (or presents a material risk of rendering) title to any parcel of the other which Owned Property not good and marketable or prevents access to or which could prevent materially interferes with (or impede in any way presents a material risk of preventing or interfering with) the use or operation of any parcel of Owned Property or Leased Property for the purposes for which it is currently used or operated intended to be used by the other RMG (each a "Title Defect"), the other RMG will exercise commercially reasonable efforts to (i) remove such Title Defector, or (ii) with the consent of the objecting partyCharter, cause the Title Company to commit to insure over over, each such Title Defect prior to the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if the objecting party elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, the Partnership and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Partnership in its reasonable discretion. Any decisions to be made by the Partnership pursuant to this Section shall be made by TCI with respect to Century Owned Property and by Century with respect to TCI Owned Property.

Title Commitments and Surveys. Century and TCI each will provide With respect to the otherreal property that it is acquiring, within 60 45 days after the date of this Agreement, AT&T Broadband may obtain, at its own expense, (a) current commitments to issue title insurance policies on the 1992 CLTA owner's form ("“Title Commitments"”), committing to insure fee simple title in AT&T Broadband to each parcel of the Insight Owned Property and easements that provide access to such Insight Owned Property included in the Insight Assets to be acquired by AT&T Broadband, subject only to Permitted Liens, and (b) surveys of each parcel of Owned Property in such form as is necessary to obtain the title insurance to be issued pursuant to the Title Commitments (the “Surveys”). For purposes of this Agreement “Title Policy” or “Title Policies” shall mean the policies of title insurance issued by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or another nationally recognized title insurance company (the "“Title Company"”) and containing policy limits and other terms reasonably acceptable to the other, and, legible photocopies of all recorded items described as exceptions therein, committing to insure fee simple title in the Partnership to for each parcel of the Owned Property and access to such Owned Real Property included in its Assets, subject only to Permitted Liens, and (b) surveys of each parcel of Owned Property used in connection with the Century Exchange Systems, in such form as is necessary to obtain the title insurance real property chosen by AT&T Broadband to be issued insured pursuant to the Title Commitments with the standard printed exceptions relating to survey matters deleted (the "Surveys"), certified to the Partnership and to the Title Company issuing a Title Commitment. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys shall be paid by the Partnership; provided however that (x) each of TCI and Century shall pay for the cost to delete or insure over any Title Defects relating to its Owned Property and (y) the Partnership will pay the premiums and charges for any additional endorsements it requests with respect to any Title Policy other than the endorsements to delete the standard survey exceptions from such Title Policy and to delete or insure over any Title Defectsthis Section 7.6. If Century or TCI AT&T Broadband notifies Insight within 90 days after the other within 30 days following its receipt date of both the Title Commitments and the Surveys this Agreement of any Lien (other than a Permitted Lien or a Lien set forth in SCHEDULES 5.4 or 6.4, as applicableLien) or other matter affecting title to Insight Owned Property of the other which prevents access to or which could prevent or impede in any way the use or operation of any parcel of Insight Owned Property for the purposes for which it is currently used or operated by the other Insight (each a "“Title Defect"”), the other Insight will exercise commercially reasonable efforts to (i) remove such Title DefectDefect at or prior to Closing, or (ii) with the consent of the objecting partyAT&T Broadband, cause the Title Company to commit to insure over each such Title Defect prior to the Closing. If such Title Defect cannot be removed at or prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if the objecting party AT&T Broadband elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, the Partnership AT&T Broadband and the party that owns such property Insight shall enter into a written agreement at Closing containing the commitment of the party that owns such property Insight to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Partnership AT&T Broadband, in its reasonable discretion. Any decisions to be made by the Partnership pursuant to this Section shall be made by TCI with respect to Century Owned Property and by Century with respect to TCI Owned Property.

Title Commitments and Surveys. Century and TCI each Each Party will provide have the option to the otherobtain, within 60 days after the date of this Agreementat its own expense, (ai) current commitments to issue of title insurance policies on the 1992 CLTA owner's form ("Title Commitments") issued by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or another a nationally recognized title insurance company selected by the requesting party (the "Title Company") and containing policy limits and other terms reasonably acceptable to the otherrequesting party, and, legible and photocopies of all recorded items described as exceptions therein, therein committing to insure (A) fee simple title in the Partnership requesting party to each parcel of the RMG Owned Property and access to such or IP-I Owned Real Property included in its AssetsProperty, subject only to Permitted Liensas the case may be, and (bB) surveys of a leasehold interest in the requesting party in each parcel of RMG Leased Property or IP-I Leased Property, as the case may be, that is the site of a System headend or tower, by American Land Title Association ("ALTA") (1992) owner's or lessee's policies of title insurance, and (ii) current ALTA as-built surveys (in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by ALTA and the American Congress on Surveying and Mapping in 1992) of each such parcel of RMG or IP-I Owned Property used or RMG or IP-I Leased Property with monuments placed at all major corners of the property boundary unless already marked and showing the location and identification by recorded instrument number of all easements or rights-of-way burdening or benefiting the property in connection with question and all other documents and matters referenced as exceptions on the Century Exchange SystemsTitle Commitment, the location of all apparent easements and rights-of-way, flood zone designation, setback lines, if applicable, the location of all substantial visible improvements on such property and the location of all adjoining streets and indication of access to a public way such as curb cuts and driveways, in such form as is reasonably satisfactory to the requesting 50 57 party and as is necessary to obtain the title insurance to be issued pursuant to the Title Commitments with the standard printed exceptions relating to survey matters deleted (the "Surveys"), certified to the Partnership parties and to the Title Company issuing a Title Commitment. The cost to obtain such Title Commitments and Surveys and other documents required by If the Title Company to issue such policies and Surveys shall be paid by the Partnership; provided however that (x) each of TCI and Century shall pay for the cost to delete or insure over any Title Defects relating to its Owned Property and (y) the Partnership will pay the premiums and charges for any additional endorsements it requests with respect to any Title Policy other than the endorsements to delete the standard survey exceptions from such Title Policy and to delete or insure over any Title Defects. If Century or TCI requesting party notifies the other party within 30 20 days following of this Agreement or, if later, of its receipt of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in SCHEDULES 5.4 or 6.4, as applicableLien) or other matter affecting title to RMG or IP-I Owned Property or RMG or IP-I Leased Property of the other which renders (or presents a material risk of rendering) title to any parcel of RMG or IP-I Owned Property not good and marketable or prevents access to or which could prevent materially interferes with (or impede in any way presents a material risk of preventing or interfering with) the use or operation of any parcel of RMG or IP-I Owned Property or RMG or IP-I Leased Property for the purposes for which it is currently used or operated intended to be used by the other such Party (each a "Title Defect"), the other such party will exercise commercially reasonable efforts to (i) remove such Title Defector, or (ii) with the consent of the objecting requesting party, cause the Title Company to commit to insure over over, each such Title Defect prior to the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if the objecting party elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, the Partnership and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Partnership in its reasonable discretion. Any decisions to be made by the Partnership pursuant to this Section shall be made by TCI with respect to Century Owned Property and by Century with respect to TCI Owned Property.

Title Commitments and Surveys. Century Insight and TCI each will provide to the other, within 60 days after the date of this Agreement, (a) current commitments to issue title insurance policies on the 1992 CLTA ALTA owner's form (or its local equivalent in any state in which ALTA policies are not available) ("Title Commitments") by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or another nationally nationally-recognized title insurance company (the "Title Company") and containing policy limits and other terms reasonably acceptable to the other, and, legible photocopies of all recorded items described as exceptions therein, committing to insure fee simple title in the Partnership other party to each parcel of the Owned Property and easements that provide access to such Owned Real Property included in its Assets, subject only to Permitted Liens, and (b) surveys of each parcel of Owned Property used in connection with the Century Exchange Systems, in such form as is necessary to obtain the title insurance to be issued pursuant to the Title Commitments with the standard printed exceptions relating to survey matters deleted (the "Surveys"), certified to the Partnership other party and to the Title Company issuing a Title Commitment. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys shall be paid by the Partnershipsplit equally between Insight and TCI; provided however that (x) each of TCI and Century party shall pay for the cost to delete or insure over any Title Defects relating to its Owned Property and (y) the Partnership requesting party will pay the premiums and charges for any additional endorsements it such party requests with respect to any Title Policy other than the endorsements to delete the standard survey exceptions from such Title Policy and to delete or insure over any Title Defects. If Century Insight or TCI notifies the other within 30 days following its receipt of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in SCHEDULES Schedules 5.4 or 6.4, as applicable) or other matter affecting title to Owned Property of the other which prevents access to or which could prevent or impede in any way the use or operation of any parcel of Owned Property for the purposes for which it is currently used or operated by the other (each a "Title Defect"), the other will exercise commercially reasonable efforts to (i) remove such Title Defect, or (ii) with the consent of the objecting party, cause the Title Company to commit to insure over each such Title Defect prior to the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if the objecting party elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, the Partnership objecting party and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Partnership in its reasonable discretion. Any decisions to be made by the Partnership pursuant to this Section shall be made by TCI with respect to Century Owned Property and by Century with respect to TCI Owned Property.into

Title Commitments and Surveys. Century Cable One and TCI TCA each will provide to the other, within 60 days after the date of this Agreement, (a) current commitments to issue ALTA (1992 Rev.) owner's policy of title insurance or its local equivalent in any state in which ALTA policies on the 1992 CLTA owner's form are unavailable ("Title Commitments") by an agent writing for Old Republic Insurance Company, Chicago Title Insurance Company or another nationally recognized title insurance company (the "Title Company") and containing policy limits and other terms reasonably acceptable to the other, and, and legible photocopies of all recorded items described as exceptions therein, committing to insure (i) good, marketable and indefeasible fee simple title in the Partnership other to each parcel of the Owned Property and access to such Owned Real Property included in its Assets, subject only to exceptions stated therein which are Permitted LiensLiens and (ii) easements which provide access to such Owned Property, and (b) surveys of each such parcel of Owned Property used in connection with the Century Exchange Systems, in such form as is necessary to obtain the title insurance to be issued pursuant to the Title Commitments with the standard printed exceptions relating to survey matters deleted (the "Surveys"), certified to the Partnership other and to the Title Company issuing a Title Commitment. The Except as provided in SECTIONS 9.2.4 AND 9.3.4, the cost to obtain such Title Commitments title insurance policies and the cost of all Surveys and other documents required by the Title Company to issue such policies policies, together with all costs and Surveys shall be paid by fees of the Partnership; provided however that (x) each of TCI and Century shall pay for Title Company to record the cost deeds transferring title to delete or insure over any Title Defects relating to its such Owned Property and (y) the Partnership will pay the premiums any other instruments or documentation related thereto, shall be shared equally by TCA and charges for any additional endorsements it requests with respect to any Title Policy other than the endorsements to delete the standard survey exceptions from such Title Policy and to delete or insure over any Title DefectsCable One. If Century Cable One or TCI TCA notifies the other within 30 20 days following of its receipt of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in SCHEDULES 5.4 or 6.4, as applicable) or other matter affecting which renders or could render title to any parcel of Owned Property of the other which unmarketable or prevents or could prevent or impair access to or which interferes with or impairs or could prevent interfere with or impede in any way impair the use or operation of any parcel of Owned Property for the purposes for which it is currently used or operated by the other (each a "Title Defect"), the other will exercise commercially reasonable efforts to (i) remove such Title Defector, or (ii) with the consent of the objecting partyParty, cause the Title Company to commit to insure over over, each such Title Defect prior to the Closing. If such Title Defect cannot be removed prior to Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if the objecting party elects to waive such Title Defect and proceed towards consummation of the transaction in accordance with this Agreement in its reasonable discretion, the Partnership and the party that owns such property shall enter into a written agreement at Closing containing the commitment of the party that owns such property to use commercially reasonable efforts to remedy the Title Defect following Closing on terms satisfactory to the Partnership in its reasonable discretion. Any decisions to be made by the Partnership pursuant to this Section shall be made by TCI with respect to Century Owned Property and by Century with respect to TCI Owned Property.