Common use of Title Insurance Commitments Clause in Contracts

Title Insurance Commitments. If Lessee elects to purchase title insurance for a Site, Contributors and Lessee will work together and cooperate in order to obtain and cause to be delivered to Lessee (for Lessee's use for purposes of obtaining title insurance) as promptly as practicable following execution of this Agreement, copies of commitments (and will provide non-privileged copies (or electronic access) thereof to Contributors or Lessor) to issue leasehold and/or leasehold lenders title insurance policies ("Title Commitments") for each such Site as to which any Contributor has an insurable real property interest ("Insurable Sites"). The costs of obtaining the Title Commitments and title insurance policies pursuant to the Title Commitments (the "Title Policies") will be borne by Lessee (except as provided in Section 3.3(b)(ii)), and at 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 Initial Closing or Technical Closing, 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 its lender in such Site (subject only to Permitted Encumbrances) notwithstanding Lessee's having exercised its commercially reasonable efforts to do so, then, provided that Lessee will continue to exercise commercially reasonable efforts to obtain such Title Policy (or a marked Title Commitment), Lessee will have the right to treat such as a Pre-Lease Site. At each Closing Lessor or Contributors, as applicable, will deliver to Title Company such documents including Property Tax forms and any other certificates and documentation as may be reasonably and customarily required by the Title Company for issuance of owners' and lenders' policies of leasehold title insurance (subject only to Permitted Encumbrances) in favor of Lessee and/or Lessee's lenders.

Title Insurance Commitments. If Lessee elects Time Warner Cable shall use commercially reasonable efforts to purchase title insurance for a Siteprovide to Comcast Subsidiary, Contributors and Lessee will work together and cooperate within 90 days from the date Time Warner Cable receives the Title Commitment Notice, or, in order the case of any Survey, such longer period of time as is necessary to obtain and cause to be delivered to Lessee such Survey with the exercise of reasonable diligence, (for Lessee's use for purposes of obtaining title insurancea) as promptly as practicable following execution of this Agreement, copies of commitments (and will provide non-privileged copies (or electronic access) thereof to Contributors or Lessor) to issue leasehold and/or leasehold lenders 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 (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 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 Time Warner Cable be obligated to procure a Title Commitment for each such Site as any Leased Property with respect to which any Contributor the Lease or a memorandum thereof has an insurable real property interest ("Insurable Sites")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 Time Warner Cable within 30 days following delivery to Comcast Subsidiary of obtaining both the Title Commitments and title insurance policies pursuant 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 Title Commitments (the "Title Policies") will be borne by Lessee (except as provided in Section 3.3(b)(ii)), and at the Closings, Lessee will reimburse Contributors for use or operation of any out-of-pocket costs related thereto that were incurred and paid by Contributors at the request parcel of Lessee. If, prior to the Initial Closing Owned Property or Technical Closing, as the case may be, relating to any Insurable Site Leased Property for which a Title Commitment will have been issuedis required pursuant to this Section 7.6 for the purposes for which it is currently used or operated by Time Warner Cable (each a “Title Defect”), Lessee will 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 unable removed prior to obtain Closing or the Title Company does not commit to insure over such Title Defect prior to Closing, Comcast Subsidiary and Time Warner Cable shall enter into a Title Policy (or a marked Title Commitment) insuring its interest and/or the interest of its lender in such Site (subject only written agreement containing Time Warner Cable’s commitment to Permitted Encumbrances) notwithstanding Lessee's having exercised its 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 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 so, then, provided that Lessee will continue not in any event require Time Warner Cable or its Affiliates to exercise commercially reasonable efforts make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering 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 obtain such Title Policy (Owned Property or a marked Title CommitmentLeased Property), Lessee will have and in no event shall 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 right other provisions of this Section 7.6, in no event shall Time Warner Cable or its Affiliates be required to treat such as give a Prenon-Lease Site. At each Closing Lessor or Contributors, as applicable, will deliver imputation affidavit to Title Company such documents including Property Tax forms and any other certificates and documentation as may be reasonably and customarily required by the Title Company for issuance of owners' and lenders' policies of leasehold title insurance (subject only to Permitted Encumbrances) in favor of Lessee and/or Lessee's lenderscompany.

Title Insurance Commitments. If Lessee elects Time Warner Cable shall use commercially reasonable efforts to purchase title insurance for a Siteprovide to Comcast Subsidiary, Contributors and Lessee will work together and cooperate within 90 days from the date Time Warner Cable receives the Title Commitment Notice, or, in order the case of any Survey, such longer period of time as is necessary to obtain and cause to be delivered to Lessee such Survey with the exercise of reasonable diligence, (for Lessee's use for purposes of obtaining title insurancea) as promptly as practicable following execution of this Agreement, copies of commitments (and will provide non-privileged copies (or electronic access) thereof to Contributors or Lessor) to issue leasehold and/or leasehold lenders 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 designated by Comcast Subsidiary by notice (the “Title Commitment Notice”) delivered to Time Warner Cable within 30 days following the 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 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 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 Time Warner Cable be obligated to procure a Title Commitment for each such Site as any Leased Property with respect to which any Contributor the Lease or a memorandum thereof has an insurable real property interest ("Insurable Sites")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 Time Warner Cable within 30 days following delivery to Comcast Subsidiary of obtaining both the Title Commitments and title insurance policies pursuant 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 Title Commitments (the "Title Policies") will be borne by Lessee (except as provided in Section 3.3(b)(ii)), and at the Closings, Lessee will reimburse Contributors for use or operation of any out-of-pocket costs related thereto that were incurred and paid by Contributors at the request parcel of Lessee. If, prior to the Initial Closing Owned Property or Technical Closing, as the case may be, relating to any Insurable Site Leased Property for which a Title Commitment will have been issuedis required pursuant to this Section 7.6 for the purposes for which it is currently used or operated by Time Warner Cable (each a “Title Defect”), Lessee will 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 unable removed prior to obtain Closing or the Title Company does not commit to insure over such Title Defect prior to Closing, Comcast Subsidiary and Time Warner Cable shall enter into a Title Policy (or a marked Title Commitment) insuring its interest and/or the interest of its lender in such Site (subject only written agreement containing Time Warner Cable’s commitment to Permitted Encumbrances) notwithstanding Lessee's having exercised its 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 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 so, then, provided that Lessee will continue not in any event require Time Warner Cable or its Affiliates to exercise commercially reasonable efforts make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering 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 obtain such Title Policy (Owned Property or a marked Title CommitmentLeased Property), Lessee will have and in no event shall 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 right other provisions of this Section 7.6, in no event shall Time Warner Cable or its Affiliates be required to treat such as give a Prenon-Lease Site. At each Closing Lessor or Contributors, as applicable, will deliver imputation affidavit to Title Company such documents including Property Tax forms and any other certificates and documentation as may be reasonably and customarily required by the Title Company for issuance of owners' and lenders' policies of leasehold title insurance (subject only to Permitted Encumbrances) in favor of Lessee and/or Lessee's lenderscompany.

Title Insurance Commitments. If Lessee elects Time Warner Cable shall provide to purchase title insurance for a SiteComcast Subsidiary, Contributors and Lessee will work together and cooperate within 90 days from the Option Exercise Date, or, in order the case of any Survey, such longer period of time as is necessary to obtain and cause to be delivered to Lessee such Survey with the exercise of reasonable diligence, (for Lessee's use for purposes of obtaining title insurancea) as promptly as practicable following execution of this Agreement, copies of commitments (and will provide non-privileged copies (or electronic access) thereof to Contributors or Lessor) to issue leasehold and/or leasehold lenders 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 COMPANY") and containing, to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure fee or a valid leasehold title, as applicable, in Holdco to each parcel of Owned Property or Leased Property designated by Comcast Subsidiary in the 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 designated by Comcast Subsidiary in the Option Exercise 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. In no event shall Time Warner Cable be obligated to procure a Title Commitment for each such Site as any Leased Property with respect to which any Contributor the Lease or a memorandum thereof has an insurable real property interest ("Insurable Sites")not been recorded in the land records of the county in which the Leased Property is located. The costs 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 obtaining title policy premiums, shall be borne by Comcast Subsidiary. If Comcast Subsidiary notifies Time Warner Cable within 30 days following delivery to Comcast Subsidiary of both the Title Commitments and title insurance policies pursuant 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 Title Commitments (the "Title Policies") will be borne by Lessee (except as provided in Section 3.3(b)(ii)), and at the Closings, Lessee will reimburse Contributors for use or operation of any out-of-pocket costs related thereto that were incurred and paid by Contributors at the request parcel of Lessee. If, prior to the Initial Closing Owned Property or Technical Closing, as the case may be, relating to any Insurable Site Leased Property for which a Title Commitment will have been issuedis required pursuant to this Section 7.6 for the purposes for which it is currently used or operated by Time Warner Cable (each a "TITLE DEFECT"), Lessee will Time Warner Cable shall exercise commercially reasonable efforts, including paying 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. If such Title Defect cannot be unable removed prior to obtain Closing or the Title Company does not commit to insure over such Title Defect prior to Closing and if acceptable to Comcast Subsidiary in its reasonable discretion, Comcast Subsidiary and Time Warner Cable shall enter into a Title Policy (or a marked Title Commitment) insuring its interest and/or the interest of its lender in such Site (subject only written agreement containing Time Warner Cable's commitment to Permitted Encumbrances) notwithstanding Lessee's having exercised its use commercially reasonable efforts for 180 days following Closing to do so, then, provided that Lessee will continue to exercise commercially reasonable efforts to obtain such Title Policy (or a marked Title Commitment), Lessee will have the right to treat such as a Pre-Lease Site. At each Closing Lessor or Contributors, as applicable, will deliver to Title Company such documents including Property Tax forms and any other certificates and documentation as may be reasonably and customarily required by remedy the Title Company for issuance of owners' 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 Time Warner Cable be required to remove any Liens encumbering the Owned Property and lenders' policies of leasehold title insurance (subject only Leased Property except as expressly set forth in this Section 7.6, and in no event shall Time Warner Cable be obligated to Permitted Encumbrances) in favor of Lessee and/or Lessee's lenderscommence any Litigation to cause any Title Defects to be deleted.

Title Insurance Commitments. If Lessee elects TWE shall use commercially reasonable efforts to purchase title insurance for a Siteprovide to Comcast Subsidiary, Contributors and Lessee will work together and cooperate within 90 days from the date TWE receives the Title Commitment Notice, or, in order the case of any Survey, such longer period of time as is necessary to obtain and cause to be delivered to Lessee such Survey with the exercise of reasonable diligence, (for Lessee's use for purposes of obtaining title insurancea) as promptly as practicable following execution of this Agreement, copies of commitments (and will provide non-privileged copies (or electronic access) thereof to Contributors or Lessor) to issue leasehold and/or leasehold lenders 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 each such Site as any Leased Property with respect to which any Contributor the Lease or a memorandum thereof has an insurable real property interest ("Insurable Sites")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 obtaining both the Title Commitments and title insurance policies pursuant 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 Title Commitments (the "Title Policies") will be borne by Lessee (except as provided in Section 3.3(b)(ii)), and at the Closings, Lessee will reimburse Contributors for use or operation of any out-of-pocket costs related thereto that were incurred and paid by Contributors at the request parcel of Lessee. If, prior to the Initial Closing Owned Property or Technical Closing, as the case may be, relating to any Insurable Site Leased Property for which a Title Commitment will have been issuedis required pursuant to this Section 7.6 for the purposes for which it is currently used or operated by TWE (each a "Title Defect"), Lessee will 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 unable removed prior to obtain 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 Title Policy (or a marked Title Commitment) insuring its interest and/or the interest of its lender in such Site (subject only written agreement containing TWE's commitment to Permitted Encumbrances) notwithstanding Lessee's having exercised its 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 so, then, provided that Lessee will continue not in any event require TWE or its Affiliates to exercise commercially reasonable efforts 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 obtain such Title Policy (Owned Property or a marked Title CommitmentLeased Property), Lessee will have 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 right other provisions of this Section 7.6, in no event shall TWE or its Affiliates be required to treat such as give a Prenon-Lease Site. At each Closing Lessor or Contributors, as applicable, will deliver imputation affidavit to Title Company such documents including Property Tax forms and any other certificates and documentation as may be reasonably and customarily required by the Title Company for issuance of owners' and lenders' policies of leasehold title insurance (subject only to Permitted Encumbrances) in favor of Lessee and/or Lessee's lenderscompany.

Title Insurance Commitments. If Lessee elects Time Warner Cable shall use commercially reasonable efforts to purchase title insurance for a Siteprovide to Comcast Subsidiary, Contributors and Lessee will work together and cooperate within 90 days from the date Time Warner Cable receives the Title Commitment Notice, or, in order the case of any Survey, such longer period of time as is necessary to obtain and cause to be delivered to Lessee such Survey with the exercise of reasonable diligence, (for Lessee's use for purposes of obtaining title insurancea) as promptly as practicable following execution of this Agreement, copies of commitments (and will provide non-privileged copies (or electronic access) thereof to Contributors or Lessor) to issue leasehold and/or leasehold lenders 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 (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 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 Time Warner Cable be obligated to procure a Title Commitment for each such Site as any Leased Property with respect to which any Contributor the Lease or a memorandum thereof has an insurable real property interest ("Insurable Sites")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 Time Warner Cable within 30 days following delivery to Comcast Subsidiary of obtaining both the Title Commitments and title insurance policies pursuant 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 Title Commitments (the "Title Policies") will be borne by Lessee (except as provided in Section 3.3(b)(ii)), and at the Closings, Lessee will reimburse Contributors for use or operation of any out-of-pocket costs related thereto that were incurred and paid by Contributors at the request parcel of Lessee. If, prior to the Initial Closing Owned Property or Technical Closing, as the case may be, relating to any Insurable Site Leased Property for which a Title Commitment will have been issuedis required pursuant to this Section 7.6 for the purposes for which it is currently used or operated by Time Warner Cable (each a "Title Defect"), Lessee will 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 unable removed prior to obtain Closing or the Title Company does not commit to insure over such Title Defect prior to Closing, Comcast Subsidiary and Time Warner Cable shall enter into a Title Policy (or a marked Title Commitment) insuring its interest and/or the interest of its lender in such Site (subject only written agreement containing Time Warner Cable's commitment to Permitted Encumbrances) notwithstanding Lessee's having exercised its 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 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 so, then, provided that Lessee will continue not in any event require Time Warner Cable or its Affiliates to exercise commercially reasonable efforts make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering 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 obtain such Title Policy (Owned Property or a marked Title CommitmentLeased Property), Lessee will have and in no event shall 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 right other provisions of this Section 7.6, in no event shall Time Warner Cable or its Affiliates be required to treat such as give a Prenon-Lease Site. At each Closing Lessor or Contributors, as applicable, will deliver imputation affidavit to Title Company such documents including Property Tax forms and any other certificates and documentation as may be reasonably and customarily required by the Title Company for issuance of owners' and lenders' policies of leasehold title insurance (subject only to Permitted Encumbrances) in favor of Lessee and/or Lessee's lenderscompany.

Title Insurance Commitments. If Lessee elects Transferor Parent shall use commercially reasonable efforts to purchase title insurance for a Siteprovide to Transferee Parent, Contributors and Lessee will work together and cooperate within 90 days from the date Transferor Parent receives the Title Commitment Notice, or, in order the case of any Survey, such longer period of time as is necessary to obtain and cause to be delivered to Lessee such Survey with the exercise of reasonable diligence, (for Lessee's use for purposes of obtaining title insurancea) as promptly as practicable following execution of this Agreement, copies of commitments (and will provide non-privileged copies (or electronic access) thereof to Contributors or Lessor) to issue leasehold and/or leasehold lenders to the applicable Native Newco title insurance policies ("Title Commitments") in amounts reasonably satisfactory to 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 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 ("Title Commitment Notice") within 30 days from the date of this 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 Transferee 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 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 Transferee Parent, the applicable Native Newco and to the Title Company with respect to that Native Owned Property or Native Leased Property provided that 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 Transferor Parent be obligated to procure a Title Commitment for each such Site as any Native Leased Property with respect to which any Contributor the lease or a memorandum thereof has an insurable real property interest ("Insurable Sites")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, except for attorneys' fees and other incidental costs incurred by Transferor Parent or its Affiliates in connection with providing such Title Commitments and Surveys and otherwise complying with this Section 6.5 shall be borne by Transferee Parent or its Affiliates. If Transferee Parent notifies Transferor Parent within 30 days following delivery to Transferee Parent of obtaining both the Title Commitments and title insurance policies pursuant to the Title Commitments Surveys of any Lien (the "Title Policies"other than a Permitted Lien or a Lien set forth in Schedule 4.4(a) will be borne by Lessee (except as provided in Section 3.3(b)(ii)or Schedule 5.4(a), and at as applicable) which prevents access to or which could prevent or impede in any material way the Closings, Lessee will reimburse Contributors for use or operation of any out-of-pocket costs related thereto that were incurred and paid by Contributors at the request parcel of Lessee. If, prior to the Initial Closing Native Owned Property or Technical Closing, as the case may be, relating to any Insurable Site Native Leased Property for which a Title Commitment will have been issuedis required pursuant to this Section 6.5 for the purposes for which it is currently used or operated by Transferor Parent or its Affiliate (each a "Title Defect"), Lessee will Transferor Parent shall exercise commercially reasonable efforts, including paying attorney's fees and other incidental costs associated with any such efforts, to (1) remove such Title Defect, or (2) 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 unable removed prior to obtain Closing or the Title Company does not commit to insure over such Title Defect prior to Closing, Transferor Parent and Transferee Parent shall enter into a Title Policy (or a marked Title Commitment) insuring its interest and/or the interest of its lender in such Site (subject only written agreement containing Transferor Parent's commitment to Permitted Encumbrances) notwithstanding Lessee's having exercised its use commercially reasonable efforts for 180 days following Closing to do so, then, provided that Lessee will continue to exercise commercially reasonable efforts to obtain such Title Policy (or a marked Title Commitment), Lessee will have the right to treat such as a Pre-Lease Site. At each Closing Lessor or Contributors, as applicable, will deliver to Title Company such documents including Property Tax forms and any other certificates and documentation as may be reasonably and customarily required by remedy the Title Company Defect following Closing on terms reasonably satisfactory to Transferee Parent, in its reasonable discretion. Notwithstanding anything to the contrary contained in this Agreement, in no event shall 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 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 form affidavits of title which do not in any event require 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 Transferor Parent's and its Affiliates' acts for issuance the period between Closing and the recording of owners' the applicable deed or assignment of lease with respect to such Native Owned Property or Native Leased Property, and lenders' policies in no event shall 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 leasehold this Section 6.5, in no event shall Transferor Parent or its Affiliates be required to give a non-imputation affidavit to the title insurance (subject only to Permitted Encumbrances) in favor of Lessee and/or Lessee's lenderscompany.

Title Insurance Commitments. If Lessee elects Time Warner Cable shall use commercially reasonable efforts to purchase title insurance for a Siteprovide to Comcast Subsidiary, Contributors and Lessee will work together and cooperate within 90 days from the date Time Warner Cable receives the Title Commitment Notice, or, in order the case of any Survey, such longer period of time as is necessary to obtain and cause to be delivered to Lessee such Survey with the exercise of reasonable diligence, (for Lessee's use for purposes of obtaining title insurancea) as promptly as practicable following execution of this Agreement, copies of commitments (and will provide non-privileged copies (or electronic access) thereof to Contributors or Lessor) to issue leasehold and/or leasehold lenders 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 designated by Comcast Subsidiary by notice (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 37 days following the 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 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 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 Time Warner Cable be obligated to procure a Title Commitment for each such Site as any Leased Property with respect to which any Contributor the Lease or a memorandum thereof has an insurable real property interest ("Insurable Sites")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 Time Warner Cable within 30 days following delivery to Comcast Subsidiary of obtaining both the Title Commitments and title insurance policies pursuant 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 Title Commitments (the "Title Policies") will be borne by Lessee (except as provided in Section 3.3(b)(ii)), and at the Closings, Lessee will reimburse Contributors for use or operation of any out-of-pocket costs related thereto that were incurred and paid by Contributors at the request parcel of Lessee. If, prior to the Initial Closing Owned Property or Technical Closing, as the case may be, relating to any Insurable Site Leased Property for which a Title Commitment will have been issuedis required pursuant to this Section 7.6 for the purposes for which it is currently used or operated by Time Warner Cable (each a "Title Defect"), Lessee will 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 unable removed prior to obtain Closing or the Title Company does not commit to insure over such Title Defect prior to Closing, Comcast Subsidiary and Time Warner Cable shall enter into a Title Policy (or a marked Title Commitment) insuring its interest and/or the interest of its lender in such Site (subject only written agreement containing Time Warner Cable's commitment to Permitted Encumbrances) notwithstanding Lessee's having exercised its 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 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 so, then, provided that Lessee will continue not in any event require Time Warner Cable or its Affiliates to exercise commercially reasonable efforts make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering 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 obtain such Title Policy (Owned Property or a marked Title CommitmentLeased Property), Lessee will have and in no event shall 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 right other provisions of this Section 7.6, in no event shall Time Warner Cable or its Affiliates be required to treat such as give a Prenon-Lease Site. At each Closing Lessor or Contributors, as applicable, will deliver imputation affidavit to Title Company such documents including Property Tax forms and any other certificates and documentation as may be reasonably and customarily required by the Title Company for issuance of owners' and lenders' policies of leasehold title insurance (subject only to Permitted Encumbrances) in favor of Lessee and/or Lessee's lenderscompany.

Title Insurance Commitments. If Lessee elects Transferor Parent shall use commercially reasonable efforts to purchase provide to Transferee Parent, within [90 days from]a reasonable period after the date 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 the applicable Native Newco (or Comcast Dallas Entity, if applicable) title insurance for policies (“Title Commitments”) in amounts reasonably satisfactory to Transferee Parent issued by a Sitenationally recognized title insurance company (a “Title Company”) and containing, Contributors 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 the applicable Native Newco (or Comcast Dallas Entity) to each parcel of Transferor’s and Lessee will work together its Affiliates’ Native Owned Property or Native Leased Property on Schedule 2.1(f)(ii)(A) and cooperate in order to obtain Schedule 2.1(f)(ii)(B), as applicable, and cause to be delivered to Lessee so designated by notice (for Lessee's use for purposes of obtaining title insurance“Title Commitment Notice”) as promptly as practicable following execution within [30]37 days from the date of this Agreement, copies as applicable, by ALTA extended coverage owner’s or leasehold policies of commitments title insurance, or, if ALTA policies are not obtainable in any state, policies in another form reasonably satisfactory to Transferee 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 will provide non-privileged copies 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 Transferee Parent, the applicable Native Newco (or electronic accessComcast Dallas Entity) and to the Title Company with respect to that Native Owned Property or Native Leased Property provided that 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 Transferor Parent be obligated to procure a Title Commitment for any Native 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 Native Leased Property is located. The cost to Contributors or Lessor) obtain such Title Commitments and Surveys and other documents required by the Title Company to issue leasehold and/or leasehold lenders such policies and Surveys, as well as the cost of title insurance policies ("policy premiums, except for attorneys’ fees and other incidental costs incurred by Transferor Parent or its Affiliates in connection with providing such Title Commitments") for each such Site as Commitments and Surveys and otherwise complying with this Section 6.5 shall be borne by Transferee Parent or its Affiliates. If Transferee Parent notifies Transferor Parent within 30 days following delivery to which any Contributor has an insurable real property interest ("Insurable Sites"). The costs Transferee Parent of obtaining both the Title Commitments and title insurance policies pursuant to the Title Commitments Surveys of any Lien (the "Title Policies"other than a Permitted Lien or a Lien set forth in Schedule 4.4(a) will be borne by Lessee (except as provided in Section 3.3(b)(ii)or Schedule 5.4(a), and at as applicable) which prevents access to or which could prevent or impede in any material way the Closings, Lessee will reimburse Contributors for use or operation of any out-of-pocket costs related thereto that were incurred and paid by Contributors at the request parcel of Lessee. If, prior to the Initial Closing Native Owned Property or Technical Closing, as the case may be, relating to any Insurable Site Native Leased Property for which a Title Commitment will have been issuedis required pursuant to this Section 6.5 for the purposes for which it is currently used or operated by Transferor Parent or its Affiliate (each, Lessee will a “Title Defect”), Transferor Parent shall exercise commercially reasonable efforts, including paying attorney’s fees and other incidental costs associated with any such efforts, to (1) remove such Title Defect, or (2) 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 unable removed prior to obtain Closing or the Title Company does not commit to insure over such Title Defect prior to Closing, Transferor Parent and Transferee Parent shall enter into a Title Policy (or a marked Title Commitment) insuring its interest and/or the interest of its lender in such Site (subject only written agreement containing Transferor Parent’s commitment to Permitted Encumbrances) notwithstanding Lessee's having exercised its use commercially reasonable efforts for 180 days following Closing to remedy the Title Defect following Closing on terms reasonably satisfactory to Transferee Parent, in its reasonable discretion. Notwithstanding anything to the contrary contained in this Agreement, in no event shall 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 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 form affidavits of title which do so, then, provided that Lessee will continue not in any event require Transferor Parent or its Affiliates to exercise commercially reasonable efforts make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering 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 obtain such Title Policy (Native Owned Property or a marked Title CommitmentNative Leased Property), Lessee will have and in no event shall 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 right other provisions of this Section 6.5, in no event shall Transferor Parent or its Affiliates be required to treat such as give a Prenon-Lease Site. At each Closing Lessor or Contributors, as applicable, will deliver imputation affidavit to Title Company such documents including Property Tax forms and any other certificates and documentation as may be reasonably and customarily required by the Title Company for issuance of owners' and lenders' policies of leasehold title insurance (subject only to Permitted Encumbrances) in favor of Lessee and/or Lessee's lenderscompany.

Title Insurance Commitments. If Lessee elects Transferor Parent shall use commercially reasonable efforts to purchase provide to Transferee Parent, within 90 days from the date 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 the applicable Native Newco title insurance for policies (“Title Commitments”) in amounts reasonably satisfactory to Transferee Parent issued by a Sitenationally recognized title insurance company (a “Title Company”) and containing, Contributors 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 the applicable Native Newco to each parcel of Transferor’s and Lessee will work together its Affiliates’ Native Owned Property or Native Leased Property on Schedule 2.1(f)(ii)(A) and cooperate in order to obtain Schedule 2.1(f)(ii)(B), as applicable, and cause to be delivered to Lessee so designated by notice (for Lessee's use for purposes of obtaining title insurance“Title Commitment Notice”) as promptly as practicable following execution within 30 days from the date of this Agreement, copies as applicable, by ALTA extended coverage owner’s or leasehold policies of commitments title insurance, or, if ALTA policies are not obtainable in any state, policies in another form reasonably satisfactory to Transferee 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 will 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 Transferee Parent, the applicable Native Newco and to the Title Company with respect to that Native Owned Property or Native Leased Property provided that Transferor Parent’s inability to provide non-privileged copies (Title Commitments satisfying the foregoing requirements shall not constitute a breach of the foregoing covenant if the Liens, or electronic access) 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 Transferor Parent be obligated to procure a Title Commitment for any Native 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 Native Leased Property is located. The cost to Contributors or Lessor) obtain such Title Commitments and Surveys and other documents required by the Title Company to issue leasehold and/or leasehold lenders such policies and Surveys, as well as the cost of title insurance policies ("policy premiums, except for attorneys’ fees and other incidental costs incurred by Transferor Parent or its Affiliates in connection with providing such Title Commitments") for each such Site as Commitments and Surveys and otherwise complying with this Section 6.5 shall be borne by Transferee Parent or its Affiliates. If Transferee Parent notifies Transferor Parent within 30 days following delivery to which any Contributor has an insurable real property interest ("Insurable Sites"). The costs Transferee Parent of obtaining both the Title Commitments and title insurance policies pursuant to the Title Commitments Surveys of any Lien (the "Title Policies"other than a Permitted Lien or a Lien set forth in Schedule 4.4(a) will be borne by Lessee (except as provided in Section 3.3(b)(ii)or Schedule 5.4(a), and at as applicable) which prevents access to or which could prevent or impede in any material way the Closings, Lessee will reimburse Contributors for use or operation of any out-of-pocket costs related thereto that were incurred and paid by Contributors at the request parcel of Lessee. If, prior to the Initial Closing Native Owned Property or Technical Closing, as the case may be, relating to any Insurable Site Native Leased Property for which a Title Commitment will have been issuedis required pursuant to this Section 6.5 for the purposes for which it is currently used or operated by Transferor Parent or its Affiliate (each a “Title Defect”), Lessee will Transferor Parent shall exercise commercially reasonable efforts, including paying attorney’s fees and other incidental costs associated with any such efforts, to (1) remove such Title Defect, or (2) 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 unable removed prior to obtain Closing or the Title Company does not commit to insure over such Title Defect prior to Closing, Transferor Parent and Transferee Parent shall enter into a Title Policy (or a marked Title Commitment) insuring its interest and/or the interest of its lender in such Site (subject only written agreement containing Transferor Parent’s commitment to Permitted Encumbrances) notwithstanding Lessee's having exercised its use commercially reasonable efforts for 180 days following Closing to do so, then, provided that Lessee will continue to exercise commercially reasonable efforts to obtain such Title Policy (or a marked Title Commitment), Lessee will have the right to treat such as a Pre-Lease Site. At each Closing Lessor or Contributors, as applicable, will deliver to Title Company such documents including Property Tax forms and any other certificates and documentation as may be reasonably and customarily required by remedy the Title Company Defect following Closing on terms reasonably satisfactory to Transferee Parent, in its reasonable discretion. Notwithstanding anything to the contrary contained in this Agreement, in no event shall 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 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 form affidavits of title which do not in any event require 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 Transferor Parent’s and its Affiliates’ acts for issuance the period between Closing and the recording of owners' the applicable deed or assignment of lease with respect to such Native Owned Property or Native Leased Property, and lenders' policies in no event shall 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 leasehold this Section 6.5, in no event shall Transferor Parent or its Affiliates be required to give a non-imputation affidavit to the title insurance (subject only to Permitted Encumbrances) in favor of Lessee and/or Lessee's lenderscompany.

Title Insurance Commitments. If Lessee elects Time Warner Cable shall use commercially reasonable efforts to purchase title insurance for a Siteprovide to Comcast Subsidiary, Contributors and Lessee will work together and cooperate within 90 days from the date Time Warner Cable receives the Title Commitment Notice, or, in order the case of any Survey, such longer period of time as is necessary to obtain and cause to be delivered to Lessee such Survey with the exercise of reasonable diligence, (for Lessee's use for purposes of obtaining title insurancea) as promptly as practicable following execution of this Agreement, copies of commitments (and will provide non-privileged copies (or electronic access) thereof to Contributors or Lessor) to issue leasehold and/or leasehold lenders 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 designated by Comcast Subsidiary by notice (the "Title Commitment Notice") delivered to Time Warner Cable within 30 days following the 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 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 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 Time Warner Cable be obligated to procure a Title Commitment for each such Site as any Leased Property with respect to which any Contributor the Lease or a memorandum thereof has an insurable real property interest ("Insurable Sites")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 Time Warner Cable within 30 days following delivery to Comcast Subsidiary of obtaining both the Title Commitments and title insurance policies pursuant 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 Title Commitments (the "Title Policies") will be borne by Lessee (except as provided in Section 3.3(b)(ii)), and at the Closings, Lessee will reimburse Contributors for use or operation of any out-of-pocket costs related thereto that were incurred and paid by Contributors at the request parcel of Lessee. If, prior to the Initial Closing Owned Property or Technical Closing, as the case may be, relating to any Insurable Site Leased Property for which a Title Commitment will have been issuedis required pursuant to this Section 7.6 for the purposes for which it is currently used or operated by Time Warner Cable (each a "Title Defect"), Lessee will 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 unable removed prior to obtain Closing or the Title Company does not commit to insure over such Title Defect prior to Closing, Comcast Subsidiary and Time Warner Cable shall enter into a Title Policy (or a marked Title Commitment) insuring its interest and/or the interest of its lender in such Site (subject only written agreement containing Time Warner Cable's commitment to Permitted Encumbrances) notwithstanding Lessee's having exercised its 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 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 so, then, provided that Lessee will continue not in any event require Time Warner Cable or its Affiliates to exercise commercially reasonable efforts make representations or incur obligations more onerous than those made or set forth elsewhere in this Agreement and customary gap indemnities covering 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 obtain such Title Policy (Owned Property or a marked Title CommitmentLeased Property), Lessee will have and in no event shall 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 right other provisions of this Section 7.6, in no event shall Time Warner Cable or its Affiliates be required to treat such as give a Prenon-Lease Site. At each Closing Lessor or Contributors, as applicable, will deliver imputation affidavit to Title Company such documents including Property Tax forms and any other certificates and documentation as may be reasonably and customarily required by the Title Company for issuance of owners' and lenders' policies of leasehold title insurance (subject only to Permitted Encumbrances) in favor of Lessee and/or Lessee's lenderscompany.

Title Insurance Commitments. If Lessee elects TWE shall use commercially reasonable efforts to purchase title insurance for a Siteprovide to Comcast Subsidiary, Contributors and Lessee will work together and cooperate within 90 days from the date TWE receives the Title Commitment Notice, or, in order the case of any Survey, such longer period of time as is necessary to obtain and cause to be delivered to Lessee such Survey with the exercise of reasonable diligence, (for Lessee's use for purposes of obtaining title insurancea) as promptly as practicable following execution of this Agreement, copies of commitments (and will provide non-privileged copies (or electronic access) thereof to Contributors or Lessor) to issue leasehold and/or leasehold lenders 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 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 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 each such Site as any Leased Property with respect to which any Contributor the Lease or a memorandum thereof has an insurable real property interest ("Insurable Sites")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 obtaining both the Title Commitments and title insurance policies pursuant 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 Title Commitments (the "Title Policies") will be borne by Lessee (except as provided in Section 3.3(b)(ii)), and at the Closings, Lessee will reimburse Contributors for use or operation of any out-of-pocket costs related thereto that were incurred and paid by Contributors at the request parcel of Lessee. If, prior to the Initial Closing Owned Property or Technical Closing, as the case may be, relating to any Insurable Site Leased Property for which a Title Commitment will have been issuedis required pursuant to this Section 7.6 for the purposes for which it is currently used or operated by TWE (each a “Title Defect”), Lessee will 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 unable removed prior to obtain 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 Title Policy (or a marked Title Commitment) insuring its interest and/or the interest of its lender in such Site (subject only written agreement containing TWE’s commitment to Permitted Encumbrances) notwithstanding Lessee's having exercised its 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 so, then, provided that Lessee will continue not in any event require TWE or its Affiliates to exercise commercially reasonable efforts 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 obtain such Title Policy (Owned Property or a marked Title CommitmentLeased Property), Lessee will have 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 right other provisions of this Section 7.6, in no event 63 shall TWE or its Affiliates be required to treat such as give a Prenon-Lease Site. At each Closing Lessor or Contributors, as applicable, will deliver imputation affidavit to Title Company such documents including Property Tax forms and any other certificates and documentation as may be reasonably and customarily required by the Title Company for issuance of owners' and lenders' policies of leasehold title insurance (subject only to Permitted Encumbrances) in favor of Lessee and/or Lessee's lenderscompany.