Common use of Title Insurance Commitments Clause in Contracts

Title Insurance Commitments. TWE shall use commercially reasonable efforts to provide to Comcast Subsidiary, within 90 days from the date TWE receives the Title Commitment Notice, or, in the case of any Survey, such longer period of time as is necessary to obtain such Survey with the exercise of reasonable diligence, (a) commitments to issue to Holdco title insurance policies ("Title Commitments") in amounts reasonably satisfactory to Comcast Subsidiary issued by a nationally recognized title insurance company (a "Title Company") and containing, to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure, subject only to Permitted Liens, fee or a valid leasehold title, as applicable, in Holdco to each parcel of Owned Property or Leased Property so designated by notice (a "Title Commitment Notice") within 30 days from the date of this Agreement by ALTA extended coverage owner's or leasehold policies of title insurance, or, if ALTA policies are not obtainable in any state, policies in another form reasonably satisfactory to Comcast Subsidiary, and (b) surveys of each parcel of Owned Property or Leased Property so designated in the Title Commitment Notice ("Surveys"), in such form as is reasonably necessary to obtain the title insurance to be issued pursuant to the related Title Commitments with the standard printed exceptions relating to survey matters deleted, certified to Holdco, Comcast Subsidiary and to the Title Company with respect to that Owned Property or Leased Property, provided that TWE's inability to provide Title Commitments satisfying the foregoing requirements shall not constitute a breach of the foregoing covenant if the Liens, or other matters relating to title, giving rise to such inability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In no event shall TWE be obligated to procure a Title Commitment for any Leased Property with respect to which the Lease or a memorandum thereof has not been recorded in the land records of the county in which the Leased Property is located. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys, as well as the cost of title policy premiums, shall be borne by Comcast Subsidiary, except for attorney's fees and other incidental costs incurred by Time Warner Cable in connection with providing such Title Commitments and Surveys and otherwise complying with this Section 7.6. If Comcast Subsidiary notifies TWE within 30 days following delivery to Comcast Subsidiary of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in Schedule 6.4(a)) which prevents access to or which could prevent or impede in any material way the use or operation of any parcel of Owned Property or Leased Property for which a Title Commitment is required pursuant to this Section 7.6 for the purposes for which it is currently used or operated by TWE (each a "Title Defect"), TWE shall exercise commercially reasonable efforts, including paying attorney's fees and other incidental costs associated with any such efforts, to (i) remove such Title Defect, or (ii) cause the Title Company to commit to insure over each such Title Defect prior to Closing at customary premium rates without additional premium or charge. 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, Comcast Subsidiary and TWE shall enter into a written agreement containing TWE's commitment to use commercially reasonable efforts for 180 days following Closing to remedy the Title Defect following Closing on terms satisfactory to Comcast Subsidiary, in its reasonable discretion. Notwithstanding anything to the contrary contained in this Agreement, in no event shall TWE or its Affiliates be required to remove any Liens encumbering the Owned Property and Leased Property except as expressly set forth in this Section 7.6 or to expend any moneys (other than attorneys' fees and other incidental costs as hereinabove set forth) or to incur any obligation in order to remove or cause the insuring over of any Liens (other than pursuant to customary short-form affidavits of title which do not in any event require TWE or its Affiliates to make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering TWE's or its Affiliates' acts for the period between Closing and the recording of the applicable deed or assignment of lease with respect to such Owned Property or Leased Property), and in no event shall TWE or its Affiliates be obligated to commence any Litigation to cause any Title Defects to be removed or insured over, and, without limiting the other provisions of this Section 7.6, in no event shall TWE or its Affiliates be required to give a non-imputation affidavit to the title insurance company.

Title Insurance Commitments. TWE Transferor Parent shall use commercially reasonable efforts to provide to Comcast SubsidiaryTransferee Parent, within 90 days from the date TWE Transferor Parent receives the Title Commitment Notice, or, in the case of any Survey, such longer period of time as is necessary to obtain such Survey with the exercise of reasonable diligence, (a) commitments to issue to Holdco the applicable Native Newco title insurance policies ("Title Commitments") in amounts reasonably satisfactory to Comcast Subsidiary Transferee Parent issued by a nationally recognized title insurance company (a "Title Company") and containing, to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure, subject only to Permitted Liens, fee or a valid leasehold title, as applicable, in Holdco the applicable Native Newco to each parcel of Transferor's and its Affiliates' Native Owned Property or Native Leased Property on Schedule 2.1(f)(ii)(A) and Schedule 2.1(f)(ii)(B), as applicable, and so designated by notice (a "Title Commitment Notice") within 30 days from the date of this Agreement Agreement, as applicable, by ALTA extended coverage owner's or leasehold policies of title insurance, or, if ALTA policies are not obtainable in any state, policies in another form reasonably satisfactory to Comcast SubsidiaryTransferee Parent, and (b) surveys of each parcel of Transferor's Native Owned Property or Transferor's Native Leased Property so designated in the Title Commitment Notice on Schedule 2.1(f)(ii)(A) and Schedule 2.1(f)(ii)(B) ("Surveys"), as applicable, and so designated in such Title Commitment Notice in such form as is reasonably necessary to obtain the title insurance to be issued pursuant to the related Title Commitments with the standard printed exceptions relating to survey matters deleted, certified to HoldcoTransferee Parent, Comcast Subsidiary the applicable Native Newco and to the Title Company with respect to that Native Owned Property or Native Leased Property, Property provided that TWETransferor Parent's inability to provide Title Commitments satisfying the foregoing requirements shall not constitute a breach of the foregoing covenant if the Liens, or other matters relating to title, giving rise to such inability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In no event shall TWE Transferor Parent be obligated to procure a Title Commitment for any Native Leased Property with respect to which the Lease lease or a memorandum thereof has not been recorded in the land records of the county in which the Native Leased Property is located. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys, as well as the cost of title policy premiums, shall be borne by Comcast Subsidiary, except for attorney's attorneys' fees and other incidental costs incurred by Time Warner Cable Transferor Parent or its Affiliates in connection with providing such Title Commitments and Surveys and otherwise complying with this Section 7.66.5 shall be borne by Transferee Parent or its Affiliates. If Comcast Subsidiary Transferee Parent notifies TWE Transferor Parent within 30 days following delivery to Comcast Subsidiary Transferee Parent of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in Schedule 6.4(a4.4(a) or Schedule 5.4(a), as applicable) which prevents access to or which could prevent or impede in any material way the use or operation of any parcel of Native Owned Property or Native Leased Property for which a Title Commitment is required pursuant to this Section 7.6 6.5 for the purposes for which it is currently used or operated by TWE Transferor Parent or its Affiliate (each a "Title Defect"), TWE Transferor Parent shall exercise commercially reasonable efforts, including paying attorney's fees and other incidental costs associated with any such efforts, to (i1) remove such Title Defect, or (ii2) cause the Title Company to commit to insure over each such Title Defect prior to Closing at customary premium rates without additional premium or charge. 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, Comcast Subsidiary Transferor Parent and TWE Transferee Parent shall enter into a written agreement containing TWETransferor Parent's commitment to use commercially reasonable efforts for 180 days following Closing to remedy the Title Defect following Closing on terms reasonably satisfactory to Comcast SubsidiaryTransferee Parent, in its reasonable discretion. Notwithstanding anything to the contrary contained in this Agreement, in no event shall TWE Transferor Parent or its Affiliates be required to remove any Liens encumbering the Native Owned Property and Native Leased Property except as expressly set forth in this Section 7.6 6.5 or to expend any moneys (other than attorneys' fees and other incidental costs as hereinabove set forth) or to incur any obligation in order to remove or cause the insuring over of any Liens (other than pursuant to customary short-short form affidavits of title which do not in any event require TWE Transferor Parent or its Affiliates to make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering TWETransferor Parent's or and its Affiliates' acts for the period between Closing and the recording of the applicable deed or assignment of lease with respect to such Native Owned Property or Native Leased Property), and in no event shall TWE Transferor Parent or its Affiliates be obligated to commence any Litigation to cause any Title Defects to be removed or insured over, and, without limiting the other provisions of this Section 7.66.5, in no event shall TWE Transferor Parent or its Affiliates be required to give a non-imputation affidavit to the title insurance company.

Title Insurance Commitments. TWE Time Warner Cable shall use commercially reasonable efforts to provide to Comcast Subsidiary, within 90 days from the date TWE Time Warner Cable receives the Title Commitment Notice, or, in the case of any Survey, such longer period of time as is necessary to obtain such Survey with the exercise of reasonable diligence, (a) commitments to issue to Holdco title insurance policies ("Title Commitments") in amounts reasonably satisfactory to Comcast Subsidiary issued by a nationally recognized title insurance company (a "Title Company") and containing, to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure, subject only to Permitted Liens, fee or a valid leasehold title, as applicable, in Holdco to each parcel of Owned Property or Leased Property so designated by notice (a the "Title Commitment Notice") delivered to Time Warner Cable within 30 days from the date of this Agreement by ALTA extended coverage owner's or leasehold policies of title insurance, or, if ALTA policies are not obtainable in any state, policies in another form reasonably satisfactory to Comcast Subsidiary, and (b) surveys of each parcel of Owned Property or Leased Property so designated in the Title Commitment Notice ("Surveys"), in such form as is reasonably necessary to obtain the title insurance to be issued pursuant to the related Title Commitments with the standard printed exceptions relating to survey matters deleted, certified to Holdco, Comcast Subsidiary and to the Title Company with respect to that Owned Property or Leased Property, provided that TWETime Warner Cable's inability to provide Title Commitments satisfying the foregoing requirements shall not constitute a breach of the foregoing covenant if the Liens, or other matters relating to title, giving rise to such inability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In no event shall TWE Time Warner Cable be obligated to procure a Title Commitment for any Leased Property with respect to which the Lease or a memorandum thereof has not been recorded in the land records of the county in which the Leased Property is located. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys, as well as the cost of title policy premiums, shall be borne by Comcast Subsidiary, except for attorney's fees and other incidental costs incurred by Time Warner Cable in connection with providing such Title Commitments and Surveys and otherwise complying with this Section 7.6. If Comcast Subsidiary notifies TWE Time Warner Cable within 30 days following delivery to Comcast Subsidiary of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in Schedule 6.4(a)) which prevents access to or which could prevent or impede in any material way the use or operation of any parcel of Owned Property or Leased Property for which a Title Commitment is required pursuant to this Section 7.6 for the purposes for which it is currently used or operated by TWE Time Warner Cable (each a "Title Defect"), TWE Time Warner Cable shall exercise commercially reasonable efforts, including paying attorney's fees and other incidental costs associated with any such efforts, to (i) remove such Title Defect, or (ii) cause the Title Company to commit to insure over each such Title Defect prior to Closing at customary premium rates without additional premium or charge. 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, Comcast Subsidiary and TWE Time Warner Cable shall enter into a written agreement containing TWETime Warner Cable's commitment to use commercially reasonable efforts for 180 days following Closing to remedy the Title Defect following Closing on terms satisfactory to Comcast Subsidiary, in its reasonable discretion. Notwithstanding anything to the contrary contained in this Agreement, in no event shall TWE Time Warner Cable or its Affiliates be required to remove any Liens encumbering the Owned Property and Leased Property except as expressly set forth in this Section 7.6 or to expend any moneys (other than attorneys' fees and other incidental costs as hereinabove set forth) or to incur any obligation in order to remove or cause the insuring over of any Liens (other than pursuant to customary short-form affidavits of title which do not in any event require TWE Time Warner Cable or its Affiliates to make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering TWETime Warner Cable's or its Affiliates' acts for the period between Closing and the recording of the applicable deed or assignment of lease with respect to such Owned Property or Leased Property), and in no event shall TWE Time Warner Cable or its Affiliates be obligated to commence any Litigation to cause any Title Defects to be removed or insured over, and, without limiting the other provisions of this Section 7.6, in no event shall TWE Time Warner Cable or its Affiliates be required to give a non-imputation affidavit to the title insurance company.

Title Insurance Commitments. TWE Transferor Parent shall use commercially reasonable efforts to provide to Comcast SubsidiaryTransferee Parent, within [90 days from from]a reasonable period after the date TWE Transferor Parent receives the Title Commitment Notice, or, in the case of any Survey, such longer period of time as is necessary to obtain such Survey with the exercise of reasonable diligence, (a) commitments to issue to Holdco the applicable Native Newco (or Comcast Dallas Entity, if applicable) title insurance policies ("“Title Commitments"”) in amounts reasonably satisfactory to Comcast Subsidiary Transferee Parent issued by a nationally recognized title insurance company (a "“Title Company"”) and containing, to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure, subject only to Permitted Liens, fee or a valid leasehold title, as applicable, in Holdco the applicable Native Newco (or Comcast Dallas Entity) to each parcel of Transferor’s and its Affiliates’ Native Owned Property or Native Leased Property on Schedule 2.1(f)(ii)(A) and Schedule 2.1(f)(ii)(B), as 104 applicable, and so designated by notice (a "“Title Commitment Notice"”) within 30 [30]37 days from the date of this Agreement Agreement, as applicable, by ALTA extended coverage owner's ’s or leasehold policies of title insurance, or, if ALTA policies are not obtainable in any state, policies in another form reasonably satisfactory to Comcast SubsidiaryTransferee Parent, and (b) surveys of each parcel of Transferor’s Native Owned Property or Transferor’s Native Leased Property on Schedule 2.1(f)(ii)(A) and Schedule 2.1(f)(ii)(B) (“Surveys”), as applicable, and so designated in the such Title Commitment Notice ("Surveys"), in such form as is reasonably necessary to obtain the title insurance to be issued pursuant to the related Title Commitments with the standard printed exceptions relating to survey matters deleted, certified to HoldcoTransferee Parent, the applicable Native Newco (or Comcast Subsidiary Dallas Entity) and to the Title Company with respect to that Native Owned Property or Native Leased Property, Property provided that TWE's Transferor Parent’s inability to provide Title Commitments satisfying the foregoing requirements shall not constitute a breach of the foregoing covenant if the Liens, or other matters relating to title, giving rise to such inability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In no event shall TWE Transferor Parent be obligated to procure a Title Commitment for any Native Leased Property with respect to which the Lease lease or a memorandum thereof has not been recorded in the land records of the county in which the Native Leased Property is located. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys, as well as the cost of title policy premiums, shall be borne by Comcast Subsidiary, except for attorney's attorneys’ fees and other incidental costs incurred by Time Warner Cable Transferor Parent or its Affiliates in connection with providing such Title Commitments and Surveys and otherwise complying with this Section 7.66.5 shall be borne by Transferee Parent or its Affiliates. If Comcast Subsidiary Transferee Parent notifies TWE Transferor Parent within 30 days following delivery to Comcast Subsidiary Transferee Parent of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in Schedule 6.4(a4.4(a) or Schedule 5.4(a), as applicable) which prevents access to or which could prevent or impede in any material way the use or operation of any parcel of Native Owned Property or Native Leased Property for which a Title Commitment is required pursuant to this Section 7.6 6.5 for the purposes for which it is currently used or operated by TWE Transferor Parent or its Affiliate (each each, a "“Title Defect"”), TWE Transferor Parent shall exercise commercially reasonable efforts, including paying attorney's ’s fees and other incidental costs associated with any such efforts, to (i1) remove such Title Defect, or (ii2) cause the Title Company to commit to insure over each such Title Defect prior to Closing at customary premium rates without additional premium or charge. 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, Comcast Subsidiary Transferor Parent and TWE Transferee Parent shall enter into a written agreement containing TWE's Transferor Parent’s commitment to use commercially reasonable efforts for 180 days following Closing to remedy the Title Defect following Closing on terms reasonably satisfactory to Comcast SubsidiaryTransferee Parent, in its reasonable discretion. Notwithstanding anything to the contrary contained in this Agreement, in no event shall TWE Transferor Parent or its Affiliates be required to remove any Liens encumbering the Native Owned Property and Native Leased Property except as expressly set forth in this Section 7.6 6.5 or to expend any moneys (other than attorneys' ’ fees and other incidental costs as hereinabove set forth) or to incur any obligation in order to remove or cause the insuring over of any Liens (other than pursuant to customary short-short form 105 affidavits of title which do not in any event require TWE Transferor Parent or its Affiliates to make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering TWE's or Transferor Parent’s and its Affiliates' ’ acts for the period between Closing and the recording of the applicable deed or assignment of lease with respect to such Native Owned Property or Native Leased Property), and in no event shall TWE Transferor Parent or its Affiliates be obligated to commence any Litigation to cause any Title Defects to be removed or insured over, and, without limiting the other provisions of this Section 7.66.5, in no event shall TWE Transferor Parent or its Affiliates be required to give a non-imputation affidavit to the title insurance company.

Title Insurance Commitments. TWE Transferor Parent shall use commercially reasonable efforts to provide to Comcast SubsidiaryTransferee Parent, within 90 days from the date TWE Transferor Parent receives the Title Commitment Notice, or, in the case of any Survey, such longer period of time as is necessary to obtain such Survey with the exercise of reasonable diligence, (a) commitments to issue to Holdco the applicable Native Newco title insurance policies ("“Title Commitments"”) in amounts reasonably satisfactory to Comcast Subsidiary Transferee Parent issued by a nationally recognized title insurance company (a "“Title Company"”) and containing, to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure, subject only to Permitted Liens, fee or a valid leasehold title, as applicable, in Holdco the applicable Native Newco to each parcel of Transferor’s and its Affiliates’ Native Owned Property or Native Leased Property on Schedule 2.1(f)(ii)(A) and Schedule 2.1(f)(ii)(B), as applicable, and so designated by notice (a "“Title Commitment Notice"”) within 30 days from the date of this Agreement Agreement, as applicable, by ALTA extended coverage owner's ’s or leasehold policies of title insurance, or, if ALTA policies are not obtainable in any state, policies in another form reasonably satisfactory to Comcast SubsidiaryTransferee Parent, and (b) surveys of each parcel of Transferor’s Native Owned Property or Transferor’s Native Leased Property on Schedule 2.1(f)(ii)(A) and Schedule 2.1(f)(ii)(B) (“Surveys”), as applicable, and so designated in the such Title Commitment Notice ("Surveys"), in such form as is reasonably necessary to obtain the title insurance to be issued pursuant to the related Title Commitments with the 92 standard printed exceptions relating to survey matters deleted, certified to HoldcoTransferee Parent, Comcast Subsidiary the applicable Native Newco and to the Title Company with respect to that Native Owned Property or Native Leased Property, Property provided that TWE's Transferor Parent’s inability to provide Title Commitments satisfying the foregoing requirements shall not constitute a breach of the foregoing covenant if the Liens, or other matters relating to title, giving rise to such inability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In no event shall TWE Transferor Parent be obligated to procure a Title Commitment for any Native Leased Property with respect to which the Lease lease or a memorandum thereof has not been recorded in the land records of the county in which the Native Leased Property is located. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys, as well as the cost of title policy premiums, shall be borne by Comcast Subsidiary, except for attorney's attorneys’ fees and other incidental costs incurred by Time Warner Cable Transferor Parent or its Affiliates in connection with providing such Title Commitments and Surveys and otherwise complying with this Section 7.66.5 shall be borne by Transferee Parent or its Affiliates. If Comcast Subsidiary Transferee Parent notifies TWE Transferor Parent within 30 days following delivery to Comcast Subsidiary Transferee Parent of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in Schedule 6.4(a4.4(a) or Schedule 5.4(a), as applicable) which prevents access to or which could prevent or impede in any material way the use or operation of any parcel of Native Owned Property or Native Leased Property for which a Title Commitment is required pursuant to this Section 7.6 6.5 for the purposes for which it is currently used or operated by TWE Transferor Parent or its Affiliate (each a "“Title Defect"”), TWE Transferor Parent shall exercise commercially reasonable efforts, including paying attorney's ’s fees and other incidental costs associated with any such efforts, to (i1) remove such Title Defect, or (ii2) cause the Title Company to commit to insure over each such Title Defect prior to Closing at customary premium rates without additional premium or charge. 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, Comcast Subsidiary Transferor Parent and TWE Transferee Parent shall enter into a written agreement containing TWE's Transferor Parent’s commitment to use commercially reasonable efforts for 180 days following Closing to remedy the Title Defect following Closing on terms reasonably satisfactory to Comcast SubsidiaryTransferee Parent, in its reasonable discretion. Notwithstanding anything to the contrary contained in this Agreement, in no event shall TWE Transferor Parent or its Affiliates be required to remove any Liens encumbering the Native Owned Property and Native Leased Property except as expressly set forth in this Section 7.6 6.5 or to expend any moneys (other than attorneys' ’ fees and other incidental costs as hereinabove set forth) or to incur any obligation in order to remove or cause the insuring over of any Liens (other than pursuant to customary short-short form affidavits of title which do not in any event require TWE Transferor Parent or its Affiliates to make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering TWE's or Transferor Parent’s and its Affiliates' ’ acts for the period between Closing and the recording of the applicable deed or assignment of lease with respect to such Native Owned Property or Native Leased Property), and in no event shall TWE Transferor Parent or its Affiliates be obligated to commence any Litigation to cause any Title Defects to be removed or insured over, and, without limiting the other provisions of this Section 7.66.5, in no event shall TWE Transferor Parent or its Affiliates be required to give a non-imputation affidavit to the title insurance company.

Title Insurance Commitments. TWE Time Warner Cable shall use commercially reasonable efforts to provide to Comcast Subsidiary, within 90 days from the date TWE Time Warner Cable receives the Title Commitment Notice, or, in the case of any Survey, such longer period of time as is necessary to obtain such Survey with the exercise of reasonable diligence, (a) commitments to issue to Holdco title insurance policies ("Title Commitments") in amounts reasonably satisfactory to Comcast Subsidiary issued by a nationally recognized title insurance company (a "Title Company") and containing, to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure, subject only to Permitted Liens, fee or a valid leasehold title, as applicable, in Holdco to each parcel of Owned Property or Leased Property so designated by Comcast Subsidiary by notice (a the "Title Commitment Notice") delivered to Time Warner Cable within 30 days from following the date of this Agreement Option Exercise Date by ALTA extended coverage owner's or leasehold policies of title insurance, or, if ALTA policies are not obtainable in any state, policies in another form reasonably satisfactory to Comcast Subsidiary, and (b) surveys of each parcel of Owned Property or Leased Property so designated by Comcast Subsidiary in the Title Commitment Notice ("Surveys"), in such form as is reasonably necessary to obtain the title insurance to be issued pursuant to the related Title Commitments with the standard printed exceptions relating to survey matters deleted, certified to Holdco, Comcast Subsidiary and to the Title Company with respect to that Owned Property or Leased Property, provided that TWETime Warner Cable's inability to provide Title Commitments satisfying the foregoing requirements shall not constitute a breach of the foregoing covenant if the Liens, or other matters relating to title, giving rise to such inability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In no event shall TWE Time Warner Cable be obligated to procure a Title Commitment for any Leased Property with respect to which the Lease or a memorandum thereof has not been recorded in the land records of the county in which the Leased Property is located. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys, as well as the cost of title policy premiums, shall be borne by Comcast Subsidiary, except for attorney's fees and other incidental costs incurred by Time Warner Cable in connection with providing such Title Commitments and Surveys and otherwise complying with this Section 7.6. If Comcast Subsidiary notifies TWE Time Warner Cable within 30 days following delivery to Comcast Subsidiary of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in Schedule 6.4(a)) which prevents access to or which could prevent or impede in any material way the use or operation of any parcel of Owned Property or Leased Property for which a Title Commitment is required pursuant to this Section 7.6 for the purposes for which it is currently used or operated by TWE Time Warner Cable (each a "Title Defect"), TWE Time Warner Cable shall exercise commercially reasonable efforts, including paying attorney's fees and other incidental costs associated with any such efforts, to (i) remove such Title Defect, or (ii) cause the Title Company to commit to insure over each such Title Defect prior to Closing at customary premium rates without additional premium or charge. 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, Comcast Subsidiary and TWE Time Warner Cable shall enter into a written agreement containing TWETime Warner Cable's commitment to use commercially reasonable efforts for 180 days following Closing to remedy the Title Defect following Closing on terms satisfactory to Comcast Subsidiary, in its reasonable discretion. Notwithstanding anything to the contrary contained in this Agreement, in no event shall TWE Time Warner Cable or its Affiliates be required to remove any Liens encumbering the Owned Property and Leased Property except as expressly set forth in this Section 7.6 or to expend any moneys (other than attorneys' fees and other incidental costs as hereinabove set forth) or to incur any obligation in order to remove or cause the insuring over of any Liens (other than pursuant to customary short-form affidavits of title which do not in any event require TWE Time Warner Cable or its Affiliates to make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering TWETime Warner Cable's or its Affiliates' acts for the period between Closing and the recording of the applicable deed or assignment of lease with respect to such Owned Property or Leased Property), and in no event shall TWE Time Warner Cable or its Affiliates be obligated to commence any Litigation to cause any Title Defects to be removed or insured over, and, without limiting the other provisions of this Section 7.6, in no event shall TWE Time Warner Cable or its Affiliates be required to give a non-imputation affidavit to the title insurance company.

Title Insurance Commitments. TWE Time Warner Cable shall use commercially reasonable efforts to provide to Comcast Subsidiary, within 90 days 66 from the date TWE Time Warner Cable receives the Title Commitment Notice, or, in the case of any Survey, such longer period of time as is necessary to obtain such Survey with the exercise of reasonable diligence, (a) commitments to issue to Holdco title insurance policies ("“Title Commitments"”) in amounts reasonably satisfactory to Comcast Subsidiary issued by a nationally recognized title insurance company (a "“Title Company"”) and containing, to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure, subject only to Permitted Liens, fee or a valid leasehold title, as applicable, in Holdco to each parcel of Owned Property or Leased Property so designated by Comcast Subsidiary by notice (a "the “Title Commitment Notice"”) delivered to Time Warner Cable within 30 days from following the date of this Agreement Option Exercise Date by ALTA extended coverage owner's ’s or leasehold policies of title insurance, or, if ALTA policies are not obtainable in any state, policies in another form reasonably satisfactory to Comcast Subsidiary, and (b) surveys of each parcel of Owned Property or Leased Property so designated by Comcast Subsidiary in the Title Commitment Notice ("“Surveys"”), in such form as is reasonably necessary to obtain the title insurance to be issued pursuant to the related Title Commitments with the standard printed exceptions relating to survey matters deleted, certified to Holdco, Comcast Subsidiary and to the Title Company with respect to that Owned Property or Leased Property, provided that TWE's Time Warner Cable’s inability to provide Title Commitments satisfying the foregoing requirements shall not constitute a breach of the foregoing covenant if the Liens, or other matters relating to title, giving rise to such inability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In no event shall TWE Time Warner Cable be obligated to procure a Title Commitment for any Leased Property with respect to which the Lease or a memorandum thereof has not been recorded in the land records of the county in which the Leased Property is located. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys, as well as the cost of title policy premiums, shall be borne by Comcast Subsidiary, except for attorney's ’s fees and other incidental costs incurred by Time Warner Cable in connection with providing such Title Commitments and Surveys and otherwise complying with this Section 7.6. If Comcast Subsidiary notifies TWE Time Warner Cable within 30 days following delivery to Comcast Subsidiary of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in Schedule 6.4(a)) which prevents access to or which could prevent or impede in any material way the use or operation of any parcel of Owned Property or Leased Property for which a Title Commitment is required pursuant to this Section 7.6 for the purposes for which it is currently used or operated by TWE Time Warner Cable (each a "“Title Defect"”), TWE Time Warner Cable shall exercise commercially reasonable efforts, including paying attorney's ’s fees and other incidental costs associated with any such efforts, to (i) remove such Title Defect, or (ii) cause the Title Company to commit to insure over each such Title Defect prior to Closing at customary premium rates without additional premium or charge. 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, Comcast Subsidiary and TWE Time Warner Cable shall enter into a written agreement containing TWE's Time Warner Cable’s commitment to use commercially reasonable efforts for 180 days following Closing to remedy the Title Defect following Closing on terms satisfactory to Comcast Subsidiary, in its reasonable discretion. Notwithstanding anything to the contrary contained in this Agreement, in no event shall TWE Time Warner Cable or its Affiliates be required to remove any Liens encumbering the Owned Property and Leased Property except as expressly set forth in this Section 7.6 or to expend any moneys (other than attorneys' ’ fees and other incidental costs as hereinabove set forth) or to incur any obligation in order to remove or cause the insuring over of any Liens (other than pursuant to customary short-form affidavits of title which do not in any event require TWE Time Warner Cable or its Affiliates to make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering TWE's Time Warner Cable’s or its Affiliates' ’ acts for the period between Closing and the recording of the applicable deed or assignment of lease with respect to such Owned Property or Leased Property), and in no event shall TWE Time Warner Cable or its Affiliates be obligated to commence any Litigation to cause any Title Defects to be removed or insured over, and, without limiting the other provisions of this Section 7.6, in no event shall TWE Time Warner Cable or its Affiliates be required to give a non-imputation affidavit to the title insurance company.

Title Insurance Commitments. TWE shall use commercially reasonable efforts to provide to Comcast Subsidiary, within 90 days from the date TWE receives the Title Commitment Notice, or, in the case of any Survey, such longer period of time as is necessary to obtain such Survey with the exercise of reasonable diligence, (a) commitments to issue to Holdco title insurance policies ("“Title Commitments"”) in amounts reasonably satisfactory to Comcast Subsidiary issued by a nationally recognized title insurance company (a "“Title Company"”) and containing, to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure, subject only to Permitted Liens, fee or a valid leasehold title, as applicable, in Holdco to each parcel of Owned Property or Leased Property so designated by notice (a "“Title Commitment Notice"”) within 30 days from the date of this Agreement by ALTA extended coverage owner's ’s or leasehold policies of title insurance, or, if ALTA policies are not obtainable in any state, policies in another form reasonably 62 satisfactory to Comcast Subsidiary, and (b) surveys of each parcel of Owned Property or Leased Property so designated in the Title Commitment Notice ("“Surveys"”), in such form as is reasonably necessary to obtain the title insurance to be issued pursuant to the related Title Commitments with the standard printed exceptions relating to survey matters deleted, certified to Holdco, Comcast Subsidiary and to the Title Company with respect to that Owned Property or Leased Property, provided that TWE's ’s inability to provide Title Commitments satisfying the foregoing requirements shall not constitute a breach of the foregoing covenant if the Liens, or other matters relating to title, giving rise to such inability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In no event shall TWE be obligated to procure a Title Commitment for any Leased Property with respect to which the Lease or a memorandum thereof has not been recorded in the land records of the county in which the Leased Property is located. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys, as well as the cost of title policy premiums, shall be borne by Comcast Subsidiary, except for attorney's ’s fees and other incidental costs incurred by Time Warner Cable in connection with providing such Title Commitments and Surveys and otherwise complying with this Section 7.6. If Comcast Subsidiary notifies TWE within 30 days following delivery to Comcast Subsidiary of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in Schedule 6.4(a)) which prevents access to or which could prevent or impede in any material way the use or operation of any parcel of Owned Property or Leased Property for which a Title Commitment is required pursuant to this Section 7.6 for the purposes for which it is currently used or operated by TWE (each a "“Title Defect"”), TWE shall exercise commercially reasonable efforts, including paying attorney's ’s fees and other incidental costs associated with any such efforts, to (i) remove such Title Defect, or (ii) cause the Title Company to commit to insure over each such Title Defect prior to Closing at customary premium rates without additional premium or charge. 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, Comcast Subsidiary and TWE shall enter into a written agreement containing TWE's ’s commitment to use commercially reasonable efforts for 180 days following Closing to remedy the Title Defect following Closing on terms satisfactory to Comcast Subsidiary, in its reasonable discretion. Notwithstanding anything to the contrary contained in this Agreement, in no event shall TWE or its Affiliates be required to remove any Liens encumbering the Owned Property and Leased Property except as expressly set forth in this Section 7.6 or to expend any moneys (other than attorneys' ’ fees and other incidental costs as hereinabove set forth) or to incur any obligation in order to remove or cause the insuring over of any Liens (other than pursuant to customary short-form affidavits of title which do not in any event require TWE or its Affiliates to make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering TWE's ’s or its Affiliates' ’ acts for the period between Closing and the recording of the applicable deed or assignment of lease with respect to such Owned Property or Leased Property), and in no event shall TWE or its Affiliates be obligated to commence any Litigation to cause any Title Defects to be removed or insured over, and, without limiting the other provisions of this Section 7.6, in no event 63 shall TWE or its Affiliates be required to give a non-imputation affidavit to the title insurance company.

Title Insurance Commitments. TWE Time Warner Cable shall use commercially reasonable efforts to provide to Comcast Subsidiary, within 90 days from the date TWE Time Warner Cable receives the Title Commitment Notice, or, in the case of any Survey, such longer period of time as is necessary to obtain such Survey with the exercise of reasonable diligence, (a) commitments to issue to Holdco title insurance policies ("“Title Commitments"”) in amounts reasonably satisfactory to Comcast 70 Subsidiary issued by a nationally recognized title insurance company (a "“Title Company"”) and containing, to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure, subject only to Permitted Liens, fee or a valid leasehold title, as applicable, in Holdco to each parcel of Owned Property or Leased Property so designated by notice (a "the “Title Commitment Notice"”) delivered to Time Warner Cable within 30 days from the date of this Agreement by ALTA extended coverage owner's ’s or leasehold policies of title insurance, or, if ALTA policies are not obtainable in any state, policies in another form reasonably satisfactory to Comcast Subsidiary, and (b) surveys of each parcel of Owned Property or Leased Property so designated in the Title Commitment Notice ("“Surveys"”), in such form as is reasonably necessary to obtain the title insurance to be issued pursuant to the related Title Commitments with the standard printed exceptions relating to survey matters deleted, certified to Holdco, Comcast Subsidiary and to the Title Company with respect to that Owned Property or Leased Property, provided that TWE's Time Warner Cable’s inability to provide Title Commitments satisfying the foregoing requirements shall not constitute a breach of the foregoing covenant if the Liens, or other matters relating to title, giving rise to such inability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In no event shall TWE Time Warner Cable be obligated to procure a Title Commitment for any Leased Property with respect to which the Lease or a memorandum thereof has not been recorded in the land records of the county in which the Leased Property is located. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys, as well as the cost of title policy premiums, shall be borne by Comcast Subsidiary, except for attorney's ’s fees and other incidental costs incurred by Time Warner Cable in connection with providing such Title Commitments and Surveys and otherwise complying with this Section 7.6. If Comcast Subsidiary notifies TWE Time Warner Cable within 30 days following delivery to Comcast Subsidiary of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in Schedule 6.4(a)) which prevents access to or which could prevent or impede in any material way the use or operation of any parcel of Owned Property or Leased Property for which a Title Commitment is required pursuant to this Section 7.6 for the purposes for which it is currently used or operated by TWE Time Warner Cable (each a "“Title Defect"”), TWE Time Warner Cable shall exercise commercially reasonable efforts, including paying attorney's ’s fees and other incidental costs associated with any such efforts, to (i) remove such Title Defect, or (ii) cause the Title Company to commit to insure over each such Title Defect prior to Closing at customary premium rates without additional premium or charge. 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, Comcast Subsidiary and TWE Time Warner Cable shall enter into a written agreement containing TWE's Time Warner Cable’s commitment to use commercially reasonable efforts for 180 days following Closing to remedy the Title Defect following Closing on terms satisfactory to Comcast Subsidiary, in its reasonable discretion. Notwithstanding anything to the contrary contained in this Agreement, in no event shall TWE Time Warner Cable or its Affiliates be required to remove any Liens encumbering the Owned Property and Leased Property except as expressly set forth in this Section 7.6 or to expend any moneys (other than attorneys' ’ fees and other incidental costs as hereinabove set forth) or to incur any obligation in order to remove or 71 cause the insuring over of any Liens (other than pursuant to customary short-form affidavits of title which do not in any event require TWE Time Warner Cable or its Affiliates to make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering TWE's Time Warner Cable’s or its Affiliates' ’ acts for the period between Closing and the recording of the applicable deed or assignment of lease with respect to such Owned Property or Leased Property), and in no event shall TWE Time Warner Cable or its Affiliates be obligated to commence any Litigation to cause any Title Defects to be removed or insured over, and, without limiting the other provisions of this Section 7.6, in no event shall TWE Time Warner Cable or its Affiliates be required to give a non-imputation affidavit to the title insurance company.

Title Insurance Commitments. TWE shall use commercially reasonable efforts If Lessee elects to provide to Comcast Subsidiarypurchase title insurance for a Site, within 90 days from the date TWE receives the Title Commitment Notice, or, Contributors and Lessee will work together and cooperate in the case of any Survey, such longer period of time as is necessary order to obtain such Survey with the exercise and cause to be delivered to Lessee (for Lessee's use for purposes of reasonable diligenceobtaining title insurance) as promptly as practicable following execution of this Agreement, copies of commitments (aand will provide non-privileged copies (or electronic access) commitments thereof to Contributors or Lessor) to issue to Holdco leasehold and/or leasehold lenders title insurance policies ("Title Commitments") in amounts reasonably satisfactory for each such Site as to Comcast Subsidiary issued by a nationally recognized which any Contributor has an insurable real property interest ("Insurable Sites"). The costs of obtaining the Title Commitments and title insurance company policies pursuant to the Title Commitments (a the "Title CompanyPolicies") will be borne by Lessee (except as provided in Section 3.3(b)(ii)), and containingat the Closings, Lessee will reimburse Contributors for any out-of-pocket costs related thereto that were incurred and paid by Contributors at the request of Lessee. If, prior to the extent availableInitial Closing or Technical Closing, legible photocopies as the case may be, relating to any Insurable Site for which a Title Commitment will have been issued, Lessee will be unable to obtain a Title Policy (or a marked Title Commitment) insuring its interest and/or the interest of all recorded items described as exceptions therein, committing to insure, its lender in such Site (subject only to Permitted LiensEncumbrances) notwithstanding Lessee's having exercised its commercially reasonable efforts to do so, fee then, provided that Lessee will continue to exercise commercially reasonable efforts to obtain such Title Policy (or a valid leasehold titlemarked Title Commitment), Lessee will have the right to treat such as a Pre-Lease Site. At each Closing Lessor or Contributors, as applicable, in Holdco will deliver to each parcel of Owned Property or Leased Property so designated by notice (a "Title Commitment Notice") within 30 days from the date of this Agreement by ALTA extended coverage owner's or leasehold policies of title insurance, or, if ALTA policies are not obtainable in any state, policies in another form reasonably satisfactory to Comcast Subsidiary, and (b) surveys of each parcel of Owned Property or Leased Property so designated in the Title Commitment Notice ("Surveys"), in such form as is reasonably necessary to obtain the title insurance to be issued pursuant to the related Title Commitments with the standard printed exceptions relating to survey matters deleted, certified to Holdco, Comcast Subsidiary and to the Title Company with respect to that Owned such documents including Property or Leased Property, provided that TWE's inability to provide Title Commitments satisfying the foregoing requirements shall not constitute a breach of the foregoing covenant if the Liens, or Tax forms and any other matters relating to title, giving rise to such inability would not, individually or in the aggregate, certificates and documentation as may be reasonably be expected to have a Material Adverse Effect. In no event shall TWE be obligated to procure a Title Commitment for any Leased Property with respect to which the Lease or a memorandum thereof has not been recorded in the land records of the county in which the Leased Property is located. The cost to obtain such Title Commitments and Surveys and other documents customarily required by the Title Company to issue such for issuance of owners' and lenders' policies and Surveys, as well as the cost of title policy premiums, shall be borne by Comcast Subsidiary, except for attorney's fees and other incidental costs incurred by Time Warner Cable in connection with providing such Title Commitments and Surveys and otherwise complying with this Section 7.6. If Comcast Subsidiary notifies TWE within 30 days following delivery to Comcast Subsidiary of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in Schedule 6.4(a)) which prevents access to or which could prevent or impede in any material way the use or operation of any parcel of Owned Property or Leased Property for which a Title Commitment is required pursuant to this Section 7.6 for the purposes for which it is currently used or operated by TWE (each a "Title Defect"), TWE shall exercise commercially reasonable efforts, including paying attorney's fees and other incidental costs associated with any such efforts, to (i) remove such Title Defect, or (ii) cause the Title Company to commit to insure over each such Title Defect prior to Closing at customary premium rates without additional premium or charge. 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, Comcast Subsidiary and TWE shall enter into a written agreement containing TWE's commitment to use commercially reasonable efforts for 180 days following Closing to remedy the Title Defect following Closing on terms satisfactory to Comcast Subsidiary, in its reasonable discretion. Notwithstanding anything to the contrary contained in this Agreement, in no event shall TWE or its Affiliates be required to remove any Liens encumbering the Owned Property and Leased Property except as expressly set forth in this Section 7.6 or to expend any moneys (other than attorneys' fees and other incidental costs as hereinabove set forth) or to incur any obligation in order to remove or cause the insuring over of any Liens (other than pursuant to customary short-form affidavits of title which do not in any event require TWE or its Affiliates to make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering TWE's or its Affiliates' acts for the period between Closing and the recording of the applicable deed or assignment of lease with respect to such Owned Property or Leased Property), and in no event shall TWE or its Affiliates be obligated to commence any Litigation to cause any Title Defects to be removed or insured over, and, without limiting the other provisions of this Section 7.6, in no event shall TWE or its Affiliates be required to give a non-imputation affidavit to the leasehold title insurance company(subject only to Permitted Encumbrances) in favor of Lessee and/or Lessee's lenders.

Title Insurance Commitments. TWE Time Warner Cable shall use commercially reasonable efforts to provide to Comcast Subsidiary, within 90 days from the date TWE Time Warner Cable receives the Title Commitment Notice, or, in the case of any Survey, such longer period of time as is necessary to obtain such Survey with the exercise of reasonable diligence, (a) commitments to issue to Holdco title insurance policies ("Title Commitments") in amounts reasonably satisfactory to Comcast Subsidiary issued by a nationally recognized title insurance company (a "Title Company") and containing, to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure, subject only to Permitted Liens, fee or a valid leasehold title, as applicable, in Holdco to each parcel of Owned Property or Leased Property so designated by Comcast Subsidiary by notice (a the "Title Commitment Notice"), provided, that any parcel of Owned Real Property or Leased Property designated in a Title Commitment Notice (as defined in the Tolling Agreement or the TWC Redemption Agreement) will be deemed to have been properly designated in a Title Commitment Notice hereunder) delivered to Time Warner Cable within 30 37 days from following the date of this Agreement Option Exercise Date by ALTA extended coverage owner's or leasehold policies of title insurance, or, if ALTA policies are not obtainable in any state, policies in another form reasonably satisfactory to Comcast Subsidiary, and (b) surveys of each parcel of Owned Property or Leased Property so designated by Comcast Subsidiary in the Title Commitment Notice ("Surveys"), in such form as is reasonably necessary to obtain the title insurance to be issued pursuant to the related Title Commitments with the standard printed exceptions relating to survey matters deleted, certified to Holdco, Comcast Subsidiary and to the Title Company with respect to that Owned Property or Leased Property, provided that TWETime Warner Cable's inability to provide Title Commitments satisfying the foregoing requirements shall not constitute a breach of the foregoing covenant if the Liens, or other matters relating to title, giving rise to such inability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In no event shall TWE Time Warner Cable be obligated to procure a Title Commitment for any Leased Property with respect to which the Lease or a memorandum thereof has not been recorded in the land records of the county in which the Leased Property is located. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys, as well as the cost of title policy premiums, shall be borne by Comcast Subsidiary, except for attorney's fees and other incidental costs incurred by Time Warner Cable in connection with providing such Title Commitments and Surveys and otherwise complying with this Section 7.6. If Comcast Subsidiary notifies TWE Time Warner Cable within 30 days following delivery to Comcast Subsidiary of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in Schedule 6.4(a)) which prevents access to or which could prevent or impede in any material way the use or operation of any parcel of Owned Property or Leased Property for which a Title Commitment is required pursuant to this Section 7.6 for the purposes for which it is currently used or operated by TWE Time Warner Cable (each a "Title Defect"), TWE Time Warner Cable shall exercise commercially reasonable efforts, including paying attorney's fees and other incidental costs associated with any such efforts, to (i) remove such Title Defect, or (ii) cause the Title Company to commit to insure over each such Title Defect prior to Closing at customary premium rates without additional premium or charge. 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, Comcast Subsidiary and TWE Time Warner Cable shall enter into a written agreement containing TWETime Warner Cable's commitment to use commercially reasonable efforts for 180 days following Closing to remedy the Title Defect following Closing on terms satisfactory to Comcast Subsidiary, in its reasonable discretion. Notwithstanding anything to the contrary contained in this Agreement, in no event shall TWE Time Warner Cable or its Affiliates be required to remove any Liens encumbering the Owned Property and Leased Property except as expressly set forth in this Section 7.6 or to expend any moneys (other than attorneys' fees and other incidental costs as hereinabove set forth) or to incur any obligation in order to remove or cause the insuring over of any Liens (other than pursuant to customary short-form affidavits of title which do not in any event require TWE Time Warner Cable or its Affiliates to make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering TWETime Warner Cable's or its Affiliates' acts for the period between Closing and the recording of the applicable deed or assignment of lease with respect to such Owned Property or Leased Property), and in no event shall TWE Time Warner Cable or its Affiliates be obligated to commence any Litigation to cause any Title Defects to be removed or insured over, and, without limiting the other provisions of this Section 7.6, in no event shall TWE Time Warner Cable or its Affiliates be required to give a non-imputation affidavit to the title insurance company.

Title Insurance Commitments. TWE Time Warner Cable shall use commercially reasonable efforts to provide to Comcast Subsidiary, within 90 days from the date TWE receives the Title Commitment NoticeOption Exercise Date, or, in the case of any Survey, such longer period of time as is necessary to obtain such Survey with the exercise of reasonable diligence, (a) commitments to issue to Holdco title insurance policies ("Title CommitmentsTITLE COMMITMENTS") in amounts reasonably satisfactory to Comcast Subsidiary issued by a nationally recognized title insurance company (a "Title CompanyTITLE COMPANY") and containing, to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure, subject only to Permitted Liens, insure fee or a valid leasehold title, as applicable, in Holdco to each parcel of Owned Property or Leased Property so designated by notice (a "Title Commitment Notice") within 30 days from Comcast Subsidiary in the date of this Agreement Option Exercise Notice by ALTA extended coverage owner's or leasehold policies of title insurance, or, if ALTA policies are not obtainable in any state, policies in another form reasonably satisfactory to Comcast Subsidiary, and (b) surveys of each parcel of Owned Property or Leased Property so designated by Comcast Subsidiary in the Title Commitment Option Exercise Notice ("SurveysSURVEYS"), in such form as is reasonably necessary to obtain the title insurance to be issued pursuant to the related Title Commitments with the standard printed exceptions relating to survey matters deleted, certified to Holdco, Comcast Subsidiary and to the Title Company with respect to that Owned Property or Leased Property, provided that TWE's inability to provide Title Commitments satisfying the foregoing requirements shall not constitute a breach of the foregoing covenant if the Liens, or other matters relating to title, giving rise to such inability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In no event shall TWE Time Warner Cable be obligated to procure a Title Commitment for any Leased Property with respect to which the Lease or a memorandum thereof has not been recorded in the land records of the county in which the Leased Property is located. The cost to obtain such Title Commitments and Surveys and other documents required by the Title Company to issue such policies and Surveys, as well as the cost of title policy premiums, shall be borne by Comcast Subsidiary, except for attorney's fees and other incidental costs incurred by Time Warner Cable in connection with providing such Title Commitments and Surveys and otherwise complying with this Section 7.6. If Comcast Subsidiary notifies TWE Time Warner Cable within 30 days following delivery to Comcast Subsidiary of both the Title Commitments and the Surveys of any Lien (other than a Permitted Lien or a Lien set forth in Schedule SCHEDULE 6.4(a)) which prevents access to or which could prevent or impede in any material way the use or operation of any parcel of Owned Property or Leased Property for which a Title Commitment is required pursuant to this Section 7.6 for the purposes for which it is currently used or operated by TWE Time Warner Cable (each a "Title DefectTITLE DEFECT"), TWE Time Warner Cable shall exercise commercially reasonable efforts, including paying attorney's fees attorney and other incidental costs associated with any such efforts, to (i) remove such Title Defect, or (ii) cause the Title Company to commit to insure over each such Title Defect prior to Closing at customary premium rates without additional premium or chargeClosing. 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 ClosingClosing and if acceptable to Comcast Subsidiary in its reasonable discretion, Comcast Subsidiary and TWE Time Warner Cable shall enter into a written agreement containing TWETime Warner Cable's commitment to use commercially reasonable efforts for 180 days following Closing to remedy the Title Defect following Closing on terms satisfactory to Comcast Subsidiary, in its reasonable discretion. Notwithstanding anything to the contrary contained in this Agreement, in no event shall TWE or its Affiliates Time Warner Cable be required to remove any Liens encumbering the Owned Property and Leased Property except as expressly set forth in this Section 7.6 or to expend any moneys (other than attorneys' fees and other incidental costs as hereinabove set forth) or to incur any obligation in order to remove or cause the insuring over of any Liens (other than pursuant to customary short-form affidavits of title which do not in any event require TWE or its Affiliates to make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering TWE's or its Affiliates' acts for the period between Closing and the recording of the applicable deed or assignment of lease with respect to such Owned Property or Leased Property)7.6, and in no event shall TWE or its Affiliates Time Warner Cable be obligated to commence any Litigation to cause any Title Defects to be removed or insured over, and, without limiting the other provisions of this Section 7.6, in no event shall TWE or its Affiliates be required to give a non-imputation affidavit to the title insurance companydeleted.