Common use of Title Insurance Commitments Clause in Contracts

Title Insurance Commitments. Following the date of this Agreement, Buyer shall be entitled to obtain, at Buyer’s cost, commitments of title insurance (the “Title Commitments”) issued by a nationally-recognized title insurance company (the “Title Company”), and photocopies of all recorded items described as exceptions therein, committing to insure fee simple or leasehold title, as the case may be, in each parcel of the Real Property owned or leased by Seller, in Buyer. Buyer shall notify Seller within twenty (20) days of its receipt of each Title Commitment of any Encumbrance or other matter affecting fee simple or leasehold title to the parcel of Real Property which is the subject of such Title Commitment which, in the sole determination of Buyer, is not acceptable to Buyer and is not otherwise a Permitted Encumbrance (each a “Title Defect”). Within ten (10) days of its receipt of Buyer’s notice of Title Defects, Seller shall deliver to Buyer notice of Seller’s election either (a) that Seller will use its commercially reasonable efforts to cure each such Title Defect at or prior to Closing or (b) that Seller is unable or unwilling to cure each such Title Defect at or prior to Closing. If Seller elects pursuant to clause (a) above to use its commercially reasonable efforts to cure each Title Defect raised by Buyer, Seller shall use its commercially reasonable efforts to cure each such Title Defect at or prior to the Closing such that no Title Defect shall appear as an exception in the applicable Title Policy or Title Policies.

Title Insurance Commitments. Following Time Warner Cable shall provide to Comcast Subsidiary, within 90 days from the date Option Exercise Date, or, in the case of this Agreementany Survey, Buyer shall be entitled such longer period of time as is necessary to obtainobtain such Survey with the exercise of reasonable diligence, at Buyer’s cost, (a) commitments of to issue to Holdco title insurance policies (the “Title Commitments”"TITLE COMMITMENTS") in amounts reasonably satisfactory to Comcast Subsidiary issued by a nationally-nationally recognized title insurance company (a "TITLE COMPANY") and containing, to the “Title Company”)extent available, and legible photocopies of all recorded items described as exceptions therein, committing to insure fee simple or a valid leasehold title, as the case may beapplicable, in Holdco to each parcel of Owned Property or Leased Property designated by Comcast Subsidiary in the Real 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 owned or leased Leased Property designated by SellerComcast Subsidiary in the Option Exercise Notice ("SURVEYS"), in Buyersuch 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. Buyer In no event shall notify Seller within twenty (20) days of its receipt of each 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. If Comcast Subsidiary notifies Time Warner Cable within 30 days following delivery to Comcast Subsidiary of both the Title Commitments and the Surveys of any Encumbrance Lien (other than a Permitted Lien or other matter affecting fee simple a Lien set forth in SCHEDULE 6.4(a)) which prevents access to or leasehold title to which could prevent or impede in any material way the use or operation of any parcel of Real Owned Property or Leased Property for which is the subject of such a Title Commitment which, in is required pursuant to this Section 7.6 for the sole determination of Buyer, purposes for which it is not acceptable to Buyer and is not otherwise a Permitted Encumbrance currently used or operated by Time Warner Cable (each a “"TITLE DEFECT"), 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”). Within ten , or (10ii) days of its receipt of Buyer’s notice of cause the Title Defects, Seller shall deliver Company to Buyer notice of Seller’s election either (a) that Seller will use its commercially reasonable efforts commit to cure insure over each such Title Defect at or prior to Closing or (b) that Seller is unable or unwilling to cure each such Title Defect at or prior to Closing. If Seller elects pursuant such Title Defect cannot be removed prior to clause (a) above 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 written agreement containing Time Warner Cable's commitment to use its commercially reasonable efforts for 180 days following Closing to cure each remedy the Title Defect raised by Buyerfollowing Closing on terms satisfactory to Comcast Subsidiary, Seller shall use in its commercially reasonable efforts to cure each such Title Defect at or prior discretion. Notwithstanding anything to the Closing such that contrary contained in this Agreement, in no event shall 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, and in no event shall Time Warner Cable be obligated to commence any Litigation to cause any Title Defect shall appear as an exception in the applicable Title Policy or Title PoliciesDefects to be deleted.

Title Insurance Commitments. Following the date 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, Buyer shall be entitled copies of commitments (and will provide non-privileged copies (or electronic access) thereof to obtain, at Buyer’s cost, commitments of 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 Commitments”Policies") issued will be borne by a nationally-recognized title insurance company Lessee (the “Title Company”except as provided in Section 3.3(b)(ii)), and photocopies 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 all recorded items described as exceptions thereinLessee. If, committing prior to insure fee simple the Initial Closing or leasehold titleTechnical Closing, as the case may be, in each parcel of 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 Real Property owned or leased by Seller, in Buyer. Buyer shall notify Seller within twenty (20) days interest of its receipt of each Title Commitment of any Encumbrance or other matter affecting fee simple or leasehold title lender in such Site (subject only to the parcel of Real Property which is the subject of such Title Commitment which, in the sole determination of Buyer, is not acceptable to Buyer and is not otherwise a Permitted Encumbrance (each a “Title Defect”). Within ten (10Encumbrances) days of its receipt of Buyer’s notice of Title Defects, Seller shall deliver to Buyer notice of Seller’s election either (a) that Seller will use notwithstanding Lessee's having exercised its commercially reasonable efforts to cure each such Title Defect at or prior do so, then, provided that Lessee will continue to Closing or (b) that Seller is unable or unwilling to cure each such Title Defect at or prior to Closing. If Seller elects pursuant to clause (a) above to use its exercise commercially reasonable efforts to cure each Title Defect raised by Buyer, Seller shall use its commercially reasonable efforts to cure each obtain such Title Defect at Policy (or prior 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 Closing such that no Title Defect shall appear as an exception Company for issuance of owners' and lenders' policies of leasehold title insurance (subject only to Permitted Encumbrances) in the applicable Title Policy or Title Policiesfavor of Lessee and/or Lessee's lenders.

Title Insurance Commitments. Following Transferor Parent shall use commercially reasonable efforts to 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 this Agreementany Survey, Buyer shall be entitled such longer period of time as is necessary to obtainobtain such Survey with the exercise of reasonable diligence, at Buyer’s cost(a) commitments to issue to the applicable Native Newco (or Comcast Dallas Entity, commitments of if applicable) title insurance policies (the “Title Commitments”) in amounts reasonably satisfactory to Transferee Parent issued by a nationally-nationally recognized title insurance company (the a “Title Company”)) and containing, and to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure insure, subject only to Permitted Liens, fee simple or a valid leasehold title, as the case may beapplicable, in 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 (“Title Commitment Notice”) within [30]37 days from the Real Property owned date of this Agreement, as applicable, by ALTA extended coverage owner’s or leased by Sellerleasehold policies of title insurance, or, if ALTA policies are not obtainable in Buyer. Buyer shall notify Seller within twenty any state, policies in another form reasonably satisfactory to Transferee Parent, and (20b) days of its receipt surveys of each Title Commitment of any Encumbrance or other matter affecting fee simple or leasehold title to the parcel of Real Transferor’s Native Owned Property which is the subject of 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 whichNotice 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 Comcast 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 sole determination 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 Buyerthe 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, is not acceptable 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 Buyer Transferee Parent of both the Title Commitments and is not otherwise the Surveys of any Lien (other than a Permitted Encumbrance Lien or a Lien set forth in Schedule 4.4(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 6.5 for the purposes for which it is currently used or operated by Transferor Parent or its Affiliate (each each, a “Title Defect”). Within ten (10) days of its receipt of Buyer’s notice of Title Defects, Seller Transferor Parent shall deliver to Buyer notice of Seller’s election either (a) that Seller will use its exercise commercially reasonable efforts efforts, including paying attorney’s fees and other incidental costs associated with any such efforts, to cure (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 removed prior to Closing or (b) that Seller is unable or unwilling the Title Company does not commit to cure each insure over such Title Defect at or prior to Closing. If Seller elects pursuant to clause (a) above , Transferor Parent and Transferee Parent shall enter into a written agreement containing Transferor Parent’s commitment to use its commercially reasonable efforts for 180 days following Closing to cure each remedy the Title Defect raised by Buyerfollowing Closing on terms reasonably satisfactory to Transferee Parent, Seller shall use in its commercially reasonable efforts to cure each such Title Defect at or prior 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 105 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 the period between Closing such that no Title Defect shall appear as an exception in 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 Transferor Parent or its Affiliates be obligated to commence any Litigation to cause any Title Policy Defects to be removed or Title Policiesinsured over, and, without limiting the other provisions of 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 company.

Title Insurance Commitments. Following Time Warner Cable shall use commercially reasonable efforts to provide to Comcast Subsidiary, within 90 days from the date Time Warner Cable receives the Title Commitment Notice, or, in the case of this Agreementany Survey, Buyer shall be entitled such longer period of time as is necessary to obtainobtain such Survey with the exercise of reasonable diligence, at Buyer’s cost, (a) commitments of to issue to Holdco title insurance policies (the “"Title Commitments”") in amounts reasonably satisfactory to Comcast Subsidiary issued by a nationally-nationally recognized title insurance company (the “a "Title Company”)") and containing, and to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure insure, subject only to Permitted Liens, fee simple or a valid leasehold title, as the case may beapplicable, in Holdco to each parcel of Owned Property or Leased Property designated by Comcast Subsidiary by notice (the Real "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 owned or leased Leased Property designated by SellerComcast Subsidiary in the Title Commitment Notice ("Surveys"), in Buyersuch 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. Buyer In no event shall notify Seller within twenty (20) days of its receipt of each 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 Time Warner Cable within 30 days following delivery to Comcast Subsidiary of both the Title Commitments and the Surveys of any Encumbrance Lien (other than a Permitted Lien or other matter affecting fee simple a Lien set forth in Schedule 6.4(a)) which prevents access to or leasehold title to which could prevent or impede in any material way the use or operation of any parcel of Real Owned Property or Leased Property for which is the subject of such a Title Commitment which, in is required pursuant to this Section 7.6 for the sole determination of Buyer, purposes for which it is not acceptable to Buyer and is not otherwise a Permitted Encumbrance currently used or operated by Time Warner Cable (each a “"Title Defect”"). Within ten (10) days of its receipt of Buyer’s notice of Title Defects, Seller Time Warner Cable shall deliver to Buyer notice of Seller’s election either (a) that Seller will use its exercise commercially reasonable efforts efforts, including paying attorney's fees and other incidental costs associated with any such efforts, to cure (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 (b) that Seller is unable or unwilling the Title Company does not commit to cure each insure over such Title Defect at or prior to Closing. If Seller elects pursuant to clause (a) above , Comcast Subsidiary and Time Warner Cable shall enter into a written agreement containing Time Warner Cable's commitment to use its commercially reasonable efforts for 180 days following Closing to cure each remedy the Title Defect raised by Buyerfollowing Closing on terms satisfactory to Comcast Subsidiary, Seller shall use in its commercially reasonable efforts to cure each such Title Defect at or prior 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 not in any event require 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 Time Warner Cable's or its Affiliates' acts for the period between Closing such that no Title Defect shall appear as an exception in 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 Time Warner Cable or its Affiliates be obligated to commence any Litigation to cause any Title Policy Defects to be removed or Title Policiesinsured over, and, without limiting the other provisions of this Section 7.6, in no event shall Time Warner Cable or its Affiliates be required to give a non-imputation affidavit to the title insurance company.

Title Insurance Commitments. Following Time Warner Cable shall use commercially reasonable efforts to provide to Comcast Subsidiary, within 90 days from the date Time Warner Cable receives the Title Commitment Notice, or, in the case of this Agreementany Survey, Buyer shall be entitled such longer period of time as is necessary to obtainobtain such Survey with the exercise of reasonable diligence, at Buyer’s cost, (a) commitments of to issue to Holdco title insurance policies (the “Title Commitments”) in amounts reasonably satisfactory to Comcast 70 Subsidiary issued by a nationally-nationally recognized title insurance company (the a “Title Company”)) and containing, and to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure insure, subject only to Permitted Liens, fee simple or a valid leasehold title, as the case may beapplicable, in Holdco to each parcel of Owned Property or Leased Property so designated by notice (the Real “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 owned or leased by SellerLeased Property so designated in the Title Commitment Notice (“Surveys”), in Buyersuch 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. Buyer In no event shall notify Seller within twenty (20) days of its receipt of each 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 Time Warner Cable within 30 days following delivery to Comcast Subsidiary of both the Title Commitments and the Surveys of any Encumbrance Lien (other than a Permitted Lien or other matter affecting fee simple a Lien set forth in Schedule 6.4(a)) which prevents access to or leasehold title to which could prevent or impede in any material way the use or operation of any parcel of Real Owned Property or Leased Property for which is the subject of such a Title Commitment which, in is required pursuant to this Section 7.6 for the sole determination of Buyer, purposes for which it is not acceptable to Buyer and is not otherwise a Permitted Encumbrance currently used or operated by Time Warner Cable (each a “Title Defect”). Within ten (10) days of its receipt of Buyer’s notice of Title Defects, Seller Time Warner Cable shall deliver to Buyer notice of Seller’s election either (a) that Seller will use its exercise commercially reasonable efforts efforts, including paying attorney’s fees and other incidental costs associated with any such efforts, to cure (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 (b) that Seller is unable or unwilling the Title Company does not commit to cure each insure over such Title Defect at or prior to Closing. If Seller elects pursuant to clause (a) above , Comcast Subsidiary and Time Warner Cable shall enter into a written agreement containing Time Warner Cable’s commitment to use its commercially reasonable efforts for 180 days following Closing to cure each remedy the Title Defect raised by Buyerfollowing Closing on terms satisfactory to Comcast Subsidiary, Seller shall use in its commercially reasonable efforts to cure each such Title Defect at or prior 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 not in any event require 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 Time Warner Cable’s or its Affiliates’ acts for the period between Closing such that no Title Defect shall appear as an exception in 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 Time Warner Cable or its Affiliates be obligated to commence any Litigation to cause any Title Policy Defects to be removed or Title Policiesinsured over, and, without limiting the other provisions of this Section 7.6, in no event shall Time Warner Cable or its Affiliates be required to give a non-imputation affidavit to the title insurance company.

Title Insurance Commitments. Following Time Warner Cable shall use commercially reasonable efforts to provide to Comcast Subsidiary, within 90 days 66 from the date Time Warner Cable receives the Title Commitment Notice, or, in the case of this Agreementany Survey, Buyer shall be entitled such longer period of time as is necessary to obtainobtain such Survey with the exercise of reasonable diligence, at Buyer’s cost, (a) commitments of to issue to Holdco title insurance policies (the “Title Commitments”) in amounts reasonably satisfactory to Comcast Subsidiary issued by a nationally-nationally recognized title insurance company (the a “Title Company”)) and containing, and to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure insure, subject only to Permitted Liens, fee simple or a valid leasehold title, as the case may beapplicable, in Holdco to each parcel of Owned Property or Leased Property designated by Comcast Subsidiary by notice (the Real “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 owned or leased Leased Property designated by SellerComcast Subsidiary in the Title Commitment Notice (“Surveys”), in Buyersuch 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. Buyer In no event shall notify Seller within twenty (20) days of its receipt of each 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 Time Warner Cable within 30 days following delivery to Comcast Subsidiary of both the Title Commitments and the Surveys of any Encumbrance Lien (other than a Permitted Lien or other matter affecting fee simple a Lien set forth in Schedule 6.4(a)) which prevents access to or leasehold title to which could prevent or impede in any material way the use or operation of any parcel of Real Owned Property or Leased Property for which is the subject of such a Title Commitment which, in is required pursuant to this Section 7.6 for the sole determination of Buyer, purposes for which it is not acceptable to Buyer and is not otherwise a Permitted Encumbrance currently used or operated by Time Warner Cable (each a “Title Defect”). Within ten (10) days of its receipt of Buyer’s notice of Title Defects, Seller Time Warner Cable shall deliver to Buyer notice of Seller’s election either (a) that Seller will use its exercise commercially reasonable efforts efforts, including paying attorney’s fees and other incidental costs associated with any such efforts, to cure (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 (b) that Seller is unable or unwilling the Title Company does not commit to cure each insure over such Title Defect at or prior to Closing. If Seller elects pursuant to clause (a) above , Comcast Subsidiary and Time Warner Cable shall enter into a written agreement containing Time Warner Cable’s commitment to use its commercially reasonable efforts for 180 days following Closing to cure each remedy the Title Defect raised by Buyerfollowing Closing on terms satisfactory to Comcast Subsidiary, Seller shall use in its commercially reasonable efforts to cure each such Title Defect at or prior 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 not in any event require 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 Time Warner Cable’s or its Affiliates’ acts for the period between Closing such that no Title Defect shall appear as an exception in 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 Time Warner Cable or its Affiliates be obligated to commence any Litigation to cause any Title Policy Defects to be removed or Title Policiesinsured over, and, without limiting the other provisions of this Section 7.6, in no event shall Time Warner Cable or its Affiliates be required to give a non-imputation affidavit to the title insurance company.

Title Insurance Commitments. Following 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 this Agreementany Survey, Buyer shall be entitled such longer period of time as is necessary to obtainobtain such Survey with the exercise of reasonable diligence, at Buyer’s cost, (a) commitments of to issue to Holdco title insurance policies (the “"Title Commitments”") in amounts reasonably satisfactory to Comcast Subsidiary issued by a nationally-nationally recognized title insurance company (the “a "Title Company”)") and containing, and to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure insure, subject only to Permitted Liens, fee simple or a valid leasehold title, as the case may beapplicable, in Holdco to each parcel of Owned Property or Leased Property so designated by notice (a "Title Commitment Notice") within 30 days from the Real 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 owned or leased by SellerLeased Property so designated in the Title Commitment Notice ("Surveys"), in Buyersuch 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. Buyer In no event shall notify Seller within twenty (20) days of its receipt of each 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 Encumbrance Lien (other than a Permitted Lien or other matter affecting fee simple a Lien set forth in Schedule 6.4(a)) which prevents access to or leasehold title to which could prevent or impede in any material way the use or operation of any parcel of Real Owned Property or Leased Property for which is the subject of such a Title Commitment which, in is required pursuant to this Section 7.6 for the sole determination of Buyer, purposes for which it is not acceptable to Buyer and is not otherwise a Permitted Encumbrance currently used or operated by TWE (each a “"Title Defect”"). Within ten (10) days of its receipt of Buyer’s notice of Title Defects, Seller TWE shall deliver to Buyer notice of Seller’s election either (a) that Seller will use its exercise commercially reasonable efforts efforts, including paying attorney's fees and other incidental costs associated with any such efforts, to cure (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 (b) that Seller is unable or unwilling the Title Company does not commit to cure each insure over such Title Defect at or prior to Closing. If Seller elects pursuant to clause (a) above , Comcast Subsidiary and TWE shall enter into a written agreement containing TWE's commitment to use its commercially reasonable efforts for 180 days following Closing to cure each remedy the Title Defect raised by Buyerfollowing Closing on terms satisfactory to Comcast Subsidiary, Seller shall use in its commercially reasonable efforts to cure each such Title Defect at or prior 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 such that no Title Defect shall appear as an exception in 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 Policy Defects to be removed or Title Policiesinsured 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. Following Transferor Parent shall use commercially reasonable efforts to provide to Transferee Parent, within 90 days from the date Transferor Parent receives the Title Commitment Notice, or, in the case of this Agreementany Survey, Buyer shall be entitled such longer period of time as is necessary to obtainobtain such Survey with the exercise of reasonable diligence, at Buyer’s cost, (a) commitments of to issue to the applicable Native Newco title insurance policies (the “Title Commitments”) in amounts reasonably satisfactory to Transferee Parent issued by a nationally-nationally recognized title insurance company (the a “Title Company”)) and containing, and to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure insure, subject only to Permitted Liens, fee simple or a valid leasehold title, as the case may beapplicable, 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 Real Property owned date of this Agreement, as applicable, by ALTA extended coverage owner’s or leased by Sellerleasehold policies of title insurance, or, if ALTA policies are not obtainable in Buyer. Buyer shall notify Seller within twenty any state, policies in another form reasonably satisfactory to Transferee Parent, and (20b) days of its receipt surveys of each Title Commitment of any Encumbrance or other matter affecting fee simple or leasehold title to the parcel of Real Transferor’s Native Owned Property which is the subject of 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 whichNotice 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 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 sole determination 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 Buyerthe 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, is not acceptable 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 Buyer Transferee Parent of both the Title Commitments and is not otherwise the Surveys of any Lien (other than a Permitted Encumbrance Lien or a Lien set forth in Schedule 4.4(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 6.5 for the purposes for which it is currently used or operated by Transferor Parent or its Affiliate (each a “Title Defect”). Within ten (10) days of its receipt of Buyer’s notice of Title Defects, Seller Transferor Parent shall deliver to Buyer notice of Seller’s election either (a) that Seller will use its exercise commercially reasonable efforts efforts, including paying attorney’s fees and other incidental costs associated with any such efforts, to cure (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 removed prior to Closing or (b) that Seller is unable or unwilling the Title Company does not commit to cure each insure over such Title Defect at or prior to Closing. If Seller elects pursuant to clause (a) above , Transferor Parent and Transferee Parent shall enter into a written agreement containing Transferor Parent’s commitment to use its commercially reasonable efforts for 180 days following Closing to cure each remedy the Title Defect raised by Buyerfollowing Closing on terms reasonably satisfactory to Transferee Parent, Seller shall use in its commercially reasonable efforts to cure each such Title Defect at or prior 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 the period between Closing such that no Title Defect shall appear as an exception in 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 Transferor Parent or its Affiliates be obligated to commence any Litigation to cause any Title Policy Defects to be removed or Title Policiesinsured over, and, without limiting the other provisions of 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 company.

Title Insurance Commitments. Following Prior to the date execution of this Agreement, Sellers obtained the Title Insurance Commitments and delivered the same to Buyer. Buyer hereby acknowledges that Buyer has, subject to Section 11.02 hereof, approved the Title Insurance Commitments and has accepted the Title Insurance Commitments as so delivered to Buyer. It is understood and agreed by Buyer and Sellers that, notwithstanding any other term or provision of this Agreement to the contrary, Sellers shall have no obligation to pay for any endorsements to the Title Policies and, if desired or required by Buyer, the premiums and costs of such endorsements shall be at Buyer’s sole cost and expense. If Buyer defaults under this Agreement or terminates this Agreement for any reason hereunder (other than a default by any of the Sellers), then Buyer shall pay any and all search and examination fees, cancellation fees and other costs or charges assessed in connection with the services of the title insurer, the cancellation of the Title Insurance Commitments or the non-issuance of the Title Policies (provided that Sellers shall pay any and all such fees, costs and charges if this Agreement is terminated on account of a default by Sellers). The foregoing sentence shall survive any termination of this Agreement by Buyer (other than by reason of a default by any of the Sellers). Upon Buyer’s selection of a lender, Buyer shall notify Sellers whether such lender requires co-title insurance with respect to the transactions contemplated herein, and what such requirements are, if any. Buyer acknowledges and agrees that (i) Buyer shall be entitled responsible for all additional costs, fees and premiums resulting from its election to obtainhave the Title Policies co-insured, at Buyer’s cost, commitments of title insurance (the “Title Commitments”ii) issued by such co-insurer shall be a nationally-recognized title insurance company (the “Title Company”)company, and photocopies of all recorded items described as exceptions therein, committing to insure fee simple or leasehold title, as the case may be, in each parcel of the Real Property owned or leased by Seller, in Buyer. (iii) Buyer shall notify Seller within twenty (20) days of its receipt of each Title Commitment of any Encumbrance or other matter affecting fee simple or leasehold title not have the right to the parcel of Real Property which is the subject of such Title Commitment which, in the sole determination of Buyer, is not acceptable to Buyer and is not otherwise a Permitted Encumbrance (each a “Title Defect”). Within ten (10) days of its receipt of Buyer’s notice of Title Defects, Seller shall deliver to Buyer notice of Seller’s election either (a) that Seller will use its commercially reasonable efforts to cure each such Title Defect at or prior to Closing or (b) that Seller is unable or unwilling to cure each such Title Defect at or prior to Closing. If Seller elects pursuant to clause (a) above to use its commercially reasonable efforts to cure each Title Defect raised by Buyer, Seller shall use its commercially reasonable efforts to cure each such Title Defect at or prior to extend the Closing such that no Title Defect shall appear as an exception Date in order to accommodate the applicable Title Policy or Title Policieslender’s co-insurance requirements.

Title Insurance Commitments. Following the date of this Agreement, Buyer shall be entitled to obtainBuyer, at Buyer’s costits sole cost and expense, commitments may purchase upon the occurrence of the Initial Closing or any subsequent Closing, as applicable, fee title or leasehold title insurance policies with respect to the interest of the Sale Site Subsidiary in an Assignable Site (the “Title Commitments”) issued by a nationally-recognized title insurance company (the “Title CompanyPolicies”). The SM Group Members shall not be required to execute any affidavits, indemnities or other documentation in connection with Xxxxx’s obtaining such Title Policies other than: (i) a Title Policy Affidavit executed by the Sale Site Subsidiary with respect to any Assignable Site for which Buyer purchases a Title Policy prior to or at the Initial Closing; and photocopies (ii) a Title Policy Affidavit executed by SM with respect to any Sale Site that was a Managed Site at the Initial Closing and becomes an Assignable Site at a Subsequent Closing. For the avoidance of all recorded items described as exceptions thereindoubt, committing the SM Group Members (including SM and, prior to insure fee simple or leasehold titleat the Initial Closing, as the case may beSale Site Subsidiary) shall not be required to provide a Title Policy Affidavit for any Portfolio Site that is a Managed Site. Obtaining Title Policies shall not be a condition to the occurrence of the applicable Closing and the failure to be able to obtain a Title Policy with respect to a Portfolio Site shall not, in each parcel and of the Real Property owned itself, be evidence of Material Site Title Issue or leased by Seller, any other Exception; provided that nothing in this Section 7.17 is intended to limit Buyer’s rights or remedies provided for under Article 4 with respect to a Material Site Title Issue or any other Exception. Buyer shall notify Seller within twenty (20) days of its receipt of each instruct any Title Commitment of any Encumbrance Company that is preparing title reports or other matter affecting fee simple commitments to deliver copies thereof to SM at the same time it delivers such reports or leasehold title commitments to the parcel of Real Property which is the subject of such Title Commitment which, in the sole determination of Buyer, is not acceptable to Buyer and is not otherwise a Permitted Encumbrance (each a “Title Defect”). Within ten (10) days of its receipt of Buyer’s notice of Title Defects, Seller shall deliver to Buyer notice of Seller’s election either (a) that Seller will use its commercially reasonable efforts to cure each such Title Defect at or prior to Closing or (b) that Seller is unable or unwilling to cure each such Title Defect at or prior to Closing. If Seller elects pursuant to clause (a) above to use its commercially reasonable efforts to cure each Title Defect raised by Buyer, Seller shall use its commercially reasonable efforts to cure each such Title Defect at or prior to the Closing such that no Title Defect shall appear as an exception in the applicable Title Policy or Title Policies.

Title Insurance Commitments. Following Transferor Parent shall use commercially reasonable efforts to provide to Transferee Parent, within 90 days from the date Transferor Parent receives the Title Commitment Notice, or, in the case of this Agreementany Survey, Buyer shall be entitled such longer period of time as is necessary to obtainobtain such Survey with the exercise of reasonable diligence, at Buyer’s cost, (a) commitments of to issue to the applicable Native Newco title insurance policies (the “"Title Commitments”") in amounts reasonably satisfactory to Transferee Parent issued by a nationally-nationally recognized title insurance company (the “a "Title Company”)") and containing, and to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure insure, subject only to Permitted Liens, fee simple or a valid leasehold title, as the case may beapplicable, 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 Real Property owned date of this Agreement, as applicable, by ALTA extended coverage owner's or leased by Sellerleasehold policies of title insurance, or, if ALTA policies are not obtainable in Buyer. Buyer shall notify Seller within twenty any state, policies in another form reasonably satisfactory to Transferee Parent, and (20b) days of its receipt surveys of each Title Commitment of any Encumbrance or other matter affecting fee simple or leasehold title to the parcel of Real Transferor's Native Owned Property which is the subject of 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 whichNotice 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 sole determination 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 Buyerthe 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, is not acceptable 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 Buyer Transferee Parent of both the Title Commitments and is not otherwise the Surveys of any Lien (other than a Permitted Encumbrance Lien or a Lien set forth in Schedule 4.4(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 6.5 for the purposes for which it is currently used or operated by Transferor Parent or its Affiliate (each a “"Title Defect”"). Within ten (10) days of its receipt of Buyer’s notice of Title Defects, Seller Transferor Parent shall deliver to Buyer notice of Seller’s election either (a) that Seller will use its exercise commercially reasonable efforts efforts, including paying attorney's fees and other incidental costs associated with any such efforts, to cure (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 removed prior to Closing or (b) that Seller is unable or unwilling the Title Company does not commit to cure each insure over such Title Defect at or prior to Closing. If Seller elects pursuant to clause (a) above , Transferor Parent and Transferee Parent shall enter into a written agreement containing Transferor Parent's commitment to use its commercially reasonable efforts for 180 days following Closing to cure each remedy the Title Defect raised by Buyerfollowing Closing on terms reasonably satisfactory to Transferee Parent, Seller shall use in its commercially reasonable efforts to cure each such Title Defect at or prior 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 the period between Closing such that no Title Defect shall appear as an exception in 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 Transferor Parent or its Affiliates be obligated to commence any Litigation to cause any Title Policy Defects to be removed or Title Policiesinsured over, and, without limiting the other provisions of 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 company.

Title Insurance Commitments. Following Time Warner Cable shall use commercially reasonable efforts to provide to Comcast Subsidiary, within 90 days from the date Time Warner Cable receives the Title Commitment Notice, or, in the case of this Agreementany Survey, Buyer shall be entitled such longer period of time as is necessary to obtainobtain such Survey with the exercise of reasonable diligence, at Buyer’s cost, (a) commitments of to issue to Holdco title insurance policies (the “"Title Commitments”") in amounts reasonably satisfactory to Comcast Subsidiary issued by a nationally-nationally recognized title insurance company (the “a "Title Company”)") and containing, and to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure insure, subject only to Permitted Liens, fee simple or a valid leasehold title, as the case may beapplicable, in Holdco to each parcel of Owned Property or Leased Property so designated by notice (the Real "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 owned or leased by SellerLeased Property so designated in the Title Commitment Notice ("Surveys"), in Buyersuch 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. Buyer In no event shall notify Seller within twenty (20) days of its receipt of each 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 Time Warner Cable within 30 days following delivery to Comcast Subsidiary of both the Title Commitments and the Surveys of any Encumbrance Lien (other than a Permitted Lien or other matter affecting fee simple a Lien set forth in Schedule 6.4(a)) which prevents access to or leasehold title to which could prevent or impede in any material way the use or operation of any parcel of Real Owned Property or Leased Property for which is the subject of such a Title Commitment which, in is required pursuant to this Section 7.6 for the sole determination of Buyer, purposes for which it is not acceptable to Buyer and is not otherwise a Permitted Encumbrance currently used or operated by Time Warner Cable (each a “"Title Defect”"). Within ten (10) days of its receipt of Buyer’s notice of Title Defects, Seller Time Warner Cable shall deliver to Buyer notice of Seller’s election either (a) that Seller will use its exercise commercially reasonable efforts efforts, including paying attorney's fees and other incidental costs associated with any such efforts, to cure (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 (b) that Seller is unable or unwilling the Title Company does not commit to cure each insure over such Title Defect at or prior to Closing. If Seller elects pursuant to clause (a) above , Comcast Subsidiary and Time Warner Cable shall enter into a written agreement containing Time Warner Cable's commitment to use its commercially reasonable efforts for 180 days following Closing to cure each remedy the Title Defect raised by Buyerfollowing Closing on terms satisfactory to Comcast Subsidiary, Seller shall use in its commercially reasonable efforts to cure each such Title Defect at or prior 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 not in any event require 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 Time Warner Cable's or its Affiliates' acts for the period between Closing such that no Title Defect shall appear as an exception in 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 Time Warner Cable or its Affiliates be obligated to commence any Litigation to cause any Title Policy Defects to be removed or Title Policiesinsured over, and, without limiting the other provisions of this Section 7.6, in no event shall Time Warner Cable or its Affiliates be required to give a non-imputation affidavit to the title insurance company.

Title Insurance Commitments. Following Time Warner Cable shall use commercially reasonable efforts to provide to Comcast Subsidiary, within 90 days from the date Time Warner Cable receives the Title Commitment Notice, or, in the case of this Agreementany Survey, Buyer shall be entitled such longer period of time as is necessary to obtainobtain such Survey with the exercise of reasonable diligence, at Buyer’s cost, (a) commitments of to issue to Holdco title insurance policies (the “"Title Commitments”") in amounts reasonably satisfactory to Comcast Subsidiary issued by a nationally-nationally recognized title insurance company (the “a "Title Company”)") and containing, and to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure insure, subject only to Permitted Liens, fee simple or a valid leasehold title, as the case may beapplicable, 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 owned or leased 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 SellerALTA 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 Buyersuch 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. Buyer In no event shall notify Seller within twenty (20) days of its receipt of each 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 Time Warner Cable within 30 days following delivery to Comcast Subsidiary of both the Title Commitments and the Surveys of any Encumbrance Lien (other than a Permitted Lien or other matter affecting fee simple a Lien set forth in Schedule 6.4(a)) which prevents access to or leasehold title to which could prevent or impede in any material way the use or operation of any parcel of Real Owned Property or Leased Property for which is the subject of such a Title Commitment which, in is required pursuant to this Section 7.6 for the sole determination of Buyer, purposes for which it is not acceptable to Buyer and is not otherwise a Permitted Encumbrance currently used or operated by Time Warner Cable (each a “"Title Defect”"). Within ten (10) days of its receipt of Buyer’s notice of Title Defects, Seller Time Warner Cable shall deliver to Buyer notice of Seller’s election either (a) that Seller will use its exercise commercially reasonable efforts efforts, including paying attorney's fees and other incidental costs associated with any such efforts, to cure (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 (b) that Seller is unable or unwilling the Title Company does not commit to cure each insure over such Title Defect at or prior to Closing. If Seller elects pursuant to clause (a) above , Comcast Subsidiary and Time Warner Cable shall enter into a written agreement containing Time Warner Cable's commitment to use its commercially reasonable efforts for 180 days following Closing to cure each remedy the Title Defect raised by Buyerfollowing Closing on terms satisfactory to Comcast Subsidiary, Seller shall use in its commercially reasonable efforts to cure each such Title Defect at or prior 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 not in any event require 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 Time Warner Cable's or its Affiliates' acts for the period between Closing such that no Title Defect shall appear as an exception in 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 Time Warner Cable or its Affiliates be obligated to commence any Litigation to cause any Title Policy Defects to be removed or Title Policiesinsured over, and, without limiting the other provisions of this Section 7.6, in no event shall Time Warner Cable or its Affiliates be required to give a non-imputation affidavit to the title insurance company.

Title Insurance Commitments. Following 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 this Agreementany Survey, Buyer shall be entitled such longer period of time as is necessary to obtainobtain such Survey with the exercise of reasonable diligence, at Buyer’s cost, (a) commitments of to issue to Holdco title insurance policies (the “Title Commitments”) in amounts reasonably satisfactory to Comcast Subsidiary issued by a nationally-nationally recognized title insurance company (the a “Title Company”)) and containing, and to the extent available, legible photocopies of all recorded items described as exceptions therein, committing to insure insure, subject only to Permitted Liens, fee simple or a valid leasehold title, as the case may beapplicable, in Holdco to each parcel of Owned Property or Leased Property so designated by notice (a “Title Commitment Notice”) within 30 days from the Real 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 owned or leased by SellerLeased Property so designated in the Title Commitment Notice (“Surveys”), in Buyersuch 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. Buyer In no event shall notify Seller within twenty (20) days of its receipt of each 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 Encumbrance Lien (other than a Permitted Lien or other matter affecting fee simple a Lien set forth in Schedule 6.4(a)) which prevents access to or leasehold title to which could prevent or impede in any material way the use or operation of any parcel of Real Owned Property or Leased Property for which is the subject of such a Title Commitment which, in is required pursuant to this Section 7.6 for the sole determination of Buyer, purposes for which it is not acceptable to Buyer and is not otherwise a Permitted Encumbrance currently used or operated by TWE (each a “Title Defect”). Within ten (10) days of its receipt of Buyer’s notice of Title Defects, Seller TWE shall deliver to Buyer notice of Seller’s election either (a) that Seller will use its exercise commercially reasonable efforts efforts, including paying attorney’s fees and other incidental costs associated with any such efforts, to cure (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 (b) that Seller is unable or unwilling the Title Company does not commit to cure each insure over such Title Defect at or prior to Closing. If Seller elects pursuant to clause (a) above , Comcast Subsidiary and TWE shall enter into a written agreement containing TWE’s commitment to use its commercially reasonable efforts for 180 days following Closing to cure each remedy the Title Defect raised by Buyerfollowing Closing on terms satisfactory to Comcast Subsidiary, Seller shall use in its commercially reasonable efforts to cure each such Title Defect at or prior 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 such that no Title Defect shall appear as an exception in 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 Policy Defects to be removed or Title Policiesinsured 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.