Common use of Title, Ownership and Related Matters Clause in Contracts

Title, Ownership and Related Matters. (a) Pinnacle and its Subsidiaries have, free and clear of all Liens except for Permitted Liens, defensible title to their respective inventory, equipment and other tangible and intangible property, including the natural gas production, gathering and processing equipment owned and/or operated by Pinnacle or its Subsidiaries and related spare parts as may be reduced by the consumption thereof, or increased through the replacement thereof or addition thereto, in the ordinary course of maintenance and operation of their respective businesses, in each case as necessary to permit Pinnacle and its Subsidiaries to conduct their respective businesses as currently conducted in all material respects. As used in this Agreement, the term “Permitted Liens” shall mean Liens for taxes not yet due and payable; statutory Liens of lessors; Liens of carriers, warehousemen, repairmen, mechanics and materialmen arising by operation of law in the ordinary course of business; Liens incurred in the ordinary course of business that secure obligations not yet due and payable; Liens securing indebtedness of Pinnacle and its Subsidiaries or Quest and its Subsidiaries outstanding as of the date of this Agreement or incurred in accordance with Section 7.1 hereof and Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security. (b) Each of Pinnacle and its Subsidiaries has complied in all respects with the terms of all leases to which it is a party and under which it is in occupancy, except as, individually or in the aggregate, have not had and are not reasonably likely to have a Pinnacle Material Adverse Effect, and all leases to which Pinnacle or any of its Subsidiaries is a party or under which it is in occupancy are in full force and effect. Each of Pinnacle and its Subsidiaries enjoys peaceful and undisturbed possession of the properties or assets purported to be leased under its material leases. As used in this Section 5.25(b), the term “leases” does not include Oil and Gas Properties. (c) Neither Pinnacle nor any of its Subsidiaries has received any written notice from any person disputing or challenging its ownership of the fee interests, easements or rights-of-way through which any of its pipeline or gathering systems extend, other than disputes or challenges that have not had or are not reasonably likely to have a Pinnacle Material Adverse Effect.

Title, Ownership and Related Matters. (a) Pinnacle BE&K and its Subsidiaries have good and clear record and defensible title to all of the BE&K Real Property owned by BE&K and its Subsidiaries, free and clear of any Liens, except for Permitted Liens; the improvements constructed on such property are in good condition (ordinary wear and tear excepted), and all mechanical and utility systems servicing such improvements are in good condition, free in each case of material defects. (b) BE&K and its Subsidiaries have, free and clear of all Liens except for Permitted Liens, defensible title to their respective inventory, equipment and other tangible and intangible property, including the natural gas production, gathering . All major items of equipment and processing equipment owned and/or operated by Pinnacle or its Subsidiaries and related spare parts as may be reduced by the consumption thereof, or increased through the replacement thereof or addition theretoother personal property are, in the ordinary course of maintenance and operation of their respective businessesaggregate, in each case a state of repair so as necessary to permit Pinnacle and its Subsidiaries to conduct their respective businesses as currently conducted be adequate in all material respectsrespects for reasonably prudent operations in the areas in which they are used or operated, or are to be used or operated. As used in this Agreement, the term “Permitted Liens” shall mean Liens for taxes Taxes not yet due and payabledelinquent; statutory Liens of lessors; Liens of carriers, warehousemen, repairmen, mechanics and materialmen arising by operation of law in the ordinary course of business, but only to the extent the underlying obligations are not more than 60 days past due or are being contested in good faith; Liens incurred in the ordinary course of business that secure obligations not yet due and payable; Liens securing indebtedness of Pinnacle and its Subsidiaries or Quest and its Subsidiaries outstanding as of the date of this Agreement or incurred in accordance with Section 7.1 hereof and Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security. (b) Each security or in connection with surety bond indemnity agreements; and in the case of Pinnacle real property, zoning, building, or other restrictions, variances, covenants, rights of way, encumbrances, easements, encroachments, servitudes and its Subsidiaries has complied other similar rights in all respects with land granted to other persons, rights of way for sewers, gas lines, electric lines, telephone lines and lines for other similar purposes, or zoning or other restrictions as to the terms use of all leases to which it is a party real property, and under which it is other minor irregularities in occupancytitle, except asnone of which, individually or in the aggregate, have not had and are not reasonably likely to have a Pinnacle Material Adverse Effect, and all leases to which Pinnacle aggregate (i) interfere in any material respect with the present use of or any of its Subsidiaries is a party or under which it is in occupancy are in full force and effect. Each of Pinnacle and its Subsidiaries enjoys peaceful and undisturbed possession of the properties affected parcel by BE&K or assets purported its Subsidiaries, (ii) have more than an immaterial effect on the value thereof or its use or (iii) would impair in any material respect the ability of such parcel to be leased under sold for its material leases. As used in this Section 5.25(b), the term “leases” does not include Oil and Gas Propertiespresent use. (c) Neither Pinnacle nor any of its Subsidiaries has received any written notice from any person disputing or challenging its ownership of the fee interests, easements or rights-of-way through which any of its pipeline or gathering systems extend, other than disputes or challenges that have not had or are not reasonably likely to have a Pinnacle Material Adverse Effect.

Title, Ownership and Related Matters. Except as set forth on Section 3.24 of the London Disclosure Letter, and excluding the London Real Property (which is addressed in Section 3.28 and Section 3.29), (a) Pinnacle each applicable London Group Company has good and valid title to (or the jurisdictional equivalent), or valid leasehold interest in, or valid right to use, its Subsidiaries haverespective tangible Conveyance Properties, free and clear of any and all Liens Liens, except for Permitted Liens, defensible and collectively, the London Group Companies have good and valid title to their respective inventory, equipment and other tangible and intangible property, including (or the natural gas production, gathering and processing equipment owned and/or operated by Pinnacle jurisdictional equivalent) or its Subsidiaries and related spare parts as may be reduced by the consumption thereofvalid leasehold in, or increased through the replacement thereof or addition thereto, in the ordinary course of maintenance and operation of their respective businesses, in each case as necessary valid right to permit Pinnacle and its Subsidiaries to conduct their respective businesses as currently conducted in use all material respects. As used in this Agreement, the term “Permitted Liens” shall mean Liens for taxes not yet due and payabletangible Conveyance Properties; statutory Liens of lessors; Liens of carriers, warehousemen, repairmen, mechanics and materialmen arising by operation of law in the ordinary course of business; Liens incurred in the ordinary course of business that secure obligations not yet due and payable; Liens securing indebtedness of Pinnacle and its Subsidiaries or Quest and its Subsidiaries outstanding as of the date of this Agreement or incurred in accordance with Section 7.1 hereof and Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security. (b) Each London or its wholly-owned Subsidiaries have good and valid title (or the jurisdictional equivalent) to all of Pinnacle the Subject Shares, free and its Subsidiaries has complied in clear of any all respects with the terms of all leases to which it is a party and under which it is in occupancy, Liens or restrictions except as, individually or restrictions contained in the aggregate, have not had and are not reasonably likely to have a Pinnacle Material Adverse Effect, and all leases to which Pinnacle or any of its Subsidiaries is a party or under which it is in occupancy are in full force and effect. Each of Pinnacle and its Subsidiaries enjoys peaceful and undisturbed possession organizational documents of the properties or assets purported to be leased under its material leases. As used in this Section 5.25(b)Companies and, until the term “leases” does not include Oil and Gas Properties. Closing, Permitted Liens; (c) Neither Pinnacle nor subject to the London Stockholder Approval and the Governmental Approvals contemplated by the Regulatory Filings, London has the full right to convey and transfer to London Taiwan NewCo Sub good and valid title to (or the jurisdictional equivalent), or valid leasehold interest in, or valid right to use, all tangible Contributed Assets, free and clear of any Liens except Permitted Liens; (d) subject to the London Stockholder Approval and the regulatory approvals contemplated by the Regulatory Filings, London has the full right to convey and transfer or to cause to be conveyed and transferred to the New York Parties good and valid title (or the jurisdictional equivalent) to the Subject Shares, free and clear of its Subsidiaries has received any written notice from any person disputing or challenging its ownership Liens and restrictions except restrictions contained in the organizational documents of the fee interestsCompanies; (e) upon consummation of the Taiwan Spin-Off, easements London Taiwan NewCo Sub shall have good and valid title to (or rights-of-way through which the jurisdictional equivalent), valid leasehold interest in, or valid right to use, the tangible Contributed Assets free and clear of any Liens except Permitted Liens; and (f) the delivery to the New York Parties of its pipeline the instruments of transfer of ownership contemplated by this Agreement shall vest good and valid title (or gathering systems extendthe jurisdictional equivalent) to the Subject Shares in the applicable New York Party, other than disputes free and clear of any Liens or challenges that have not had or are not reasonably likely to have a Pinnacle Material Adverse Effectrestrictions except restrictions contained in the organizational documents of the applicable Company.

Title, Ownership and Related Matters. (a) Pinnacle and its Subsidiaries have, free and clear of all Liens except for Permitted Liens, defensible title to their respective inventory, equipment and other tangible and intangible property, including the natural gas production, gathering and processing equipment owned and/or operated by Pinnacle or its Subsidiaries and related spare parts as may be reduced by the consumption thereof, or increased through the replacement thereof or addition thereto, in the ordinary course of maintenance and operation of their respective businesses, in each case as necessary to permit Pinnacle and its Subsidiaries to conduct their respective businesses as currently conducted in all material respects. As used in this Agreement, the term “"Permitted Liens” " shall mean Liens for taxes not yet due and payable; statutory Liens of lessors; Liens of carriers, warehousemen, repairmen, mechanics and materialmen arising by operation of law in the ordinary course of business; Liens incurred in the ordinary course of business that secure obligations not yet due and payable; Liens securing indebtedness of Pinnacle and its Subsidiaries or Quest and its Subsidiaries outstanding as of the date of this Agreement or incurred in accordance with Section 7.1 hereof and Liens incurred or deposits made in the ordinary course of business in connection with workers’ ' compensation, unemployment insurance and other types of social security. (b) Each of Pinnacle and its Subsidiaries has complied in all respects with the terms of all leases to which it is a party and under which it is in occupancy, except as, individually or in the aggregate, have not had and are not reasonably likely to have a Pinnacle Material Adverse Effect, and all leases to which Pinnacle or any of its Subsidiaries is a party or under which it is in occupancy are in full force and effect. Each of Pinnacle and its Subsidiaries enjoys peaceful and undisturbed possession of the properties or assets purported to be leased under its material leases. As used in this Section 5.25(b), the term “"leases” " does not include Oil and Gas Properties. (c) Neither Pinnacle nor any of its Subsidiaries has received any written notice from any person disputing or challenging its ownership of the fee interests, easements or rights-of-way through which any of its pipeline or gathering systems extend, other than disputes or challenges that have not had or are not reasonably likely to have a Pinnacle Material Adverse Effect.

Title, Ownership and Related Matters. (a) Pinnacle Except as set forth in Section 3.6 of the Disclosure Schedule, the properties and its Subsidiaries havethe Assets owned by or leased to Seller in connection with the Business are in satisfactory condition and repair for their continued use as they have been used and adequate for the continued conduct of the Business as presently conducted. The assets, properties and rights included in the Assets or granted under the License Agreement comprise substantially all of the assets, properties, and rights of every type and description, real, personal and mixed, tangible and intangible, used by Seller solely in, and necessary to, the conduct and operation of all of the Business as presently conducted and operated in view of the fact that the Business has been heretofore operated as a division of Seller. The sale of the Assets by Seller pursuant hereto will effectively convey to Buyer the Business other than the Excluded Assets, including all tangible and intangible assets and properties, related to the Business, free and clear of any security interest, pledge, lien, charge, option or restriction on transfer ("Security Interest"), except for such Security Interests which would not have a Material Adverse Effect on the Business, would not adversely affect the ability of Seller to consummate the transactions contemplated by this Agreement and are not substantial in character, amount or extent and which do not materially detract from the value, or materially interfere with the present or contemplated use, of the Assets and do not materially impair the operations of the Business or the marketability of any Asset; provided, that all Liens rights to the Licensed Trademarks and the Licensed Bar Logo, as those terms are defined in the License Agreement, shall only be conveyed to Buyer to the extent set forth in the License Agreement. (b) Set forth in Section 3.6 of the Disclosure Schedule is (i) a list of all interests in real property, including improvements thereon, owned by Seller with respect to the Business and (ii) a description of all leasehold interests in real property of Seller with respect to the Business and of all options or other contracts to acquire any such interest, specifying the location of each such property. (c) To the knowledge of Seller, with regard to each and every material piece, parcel or tract of real property owned by Seller included in the Assets as described in Section 3.6 of the Disclosure Schedule, Seller agrees that title to the real property and improvements that make up such owned real property Assets shall be marketable, good of record and in fact, insurable by a recognized title insurance company at standard rates, and free and clear of all liens, except for Permitted Liens, defensible as hereinafter defined. Buyer shall promptly after the date hereof obtain an update of Seller's as-built surveys and current preliminary reports of title, including copies of all recorded or filed items noted therein as objections (or exceptions) to Seller's title in the owned real property Assets at Buyer's sole cost and expense. In the event the as-built survey and/or title to their respective inventorythe owned real property Assets are subject to any defect other than Permitted Liens, equipment and other tangible and intangible propertyimmaterial judgements or immaterial pending litigation, including the natural gas production, gathering and processing equipment owned and/or operated by Pinnacle or its Subsidiaries and related spare parts as may be reduced by the consumption thereofthen Buyer shall waive such ("Defects"), or increased through if Buyer is unwilling to do so, then Seller shall then have the replacement thereof option to cure any or addition theretoall of the Defects prior to Closing. Notwithstanding anything herein to the contrary, in (i) Seller shall have the ordinary course of maintenance and operation of their respective businesses, in each case right to adjourn the Closing Date for such reasonable period (not to exceed 30 days) as shall be necessary to permit Pinnacle cure any such Defect and its Subsidiaries (ii) Seller shall have the right, subject to conduct their respective businesses as currently conducted in all material respects. As used in this Agreement, the term “Permitted Liens” shall mean Liens for taxes not yet due and payable; statutory Liens of lessors; Liens of carriers, warehousemen, repairmen, mechanics and materialmen arising by operation of law in the ordinary course of business; Liens incurred in the ordinary course of business that secure obligations not yet due and payable; Liens securing indebtedness of Pinnacle and its Subsidiaries or Quest and its Subsidiaries outstanding as of the date of this Agreement or incurred in accordance with Section 7.1 hereof and Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security. (b) Each of Pinnacle and its Subsidiaries has complied in all respects with the terms of all leases to which it is a party and under which it is in occupancyconditions hereof, except as, individually or in the aggregate, have not had and are not reasonably likely to have a Pinnacle Material Adverse Effect, and all leases to which Pinnacle or any of its Subsidiaries is a party or under which it is in occupancy are in full force and effect. Each of Pinnacle and its Subsidiaries enjoys peaceful and undisturbed possession of the properties or assets purported to be leased under its material leases. As used in this Section 5.25(b), the term “leases” does not include Oil and Gas Properties. (c) Neither Pinnacle nor any of its Subsidiaries has received any written notice from any person disputing or challenging its ownership of the fee interests, easements or rights-of-way through which any of its pipeline or gathering systems extend, other than disputes or challenges that have not had or are not reasonably likely to have a Pinnacle Material Adverse Effect.to

Title, Ownership and Related Matters. (a) Pinnacle CDM has a valid leasehold interest in all CDM Real Property, free and clear of any Liens, except for Permitted Liens and Liens and agreements specifically relating to Indebtedness described in Section 5.12(d). CDM does not own any real property other than its Subsidiaries haveleasehold interests in the CDM Real Property. (b) CDM has, free and clear of all Liens except for Permitted LiensLiens and Liens and agreements specifically relating to Indebtedness described in Section 5.12(d), defensible valid title to their respective its inventory, equipment and other tangible and intangible property, including the natural gas production, gathering and processing compression equipment owned and/or operated by Pinnacle or its Subsidiaries CDM and related spare parts as may be reduced by the consumption thereof, or increased through the replacement thereof or addition thereto, in the ordinary course of maintenance and operation of their respective businessesits business, in each case as necessary to permit Pinnacle and its Subsidiaries CDM to conduct their respective businesses its business as currently conducted conducted. To CDM’s knowledge, all major items of equipment and other personal property are, in the aggregate, in a state of repair so as to be adequate in all material respectsrespects for reasonably prudent operations in the areas in which they are used or operated, or are to be used or operated, recognizing that at any given time one or more compressors may be out of service for routine maintenance (which includes periodic overhauling) in the ordinary course of business. As used in this Agreement, the term “Permitted Liens” shall mean Liens for taxes Taxes not yet due and payablepayable or which are being contested in good faith by appropriate proceedings in which collection or enforcement is stayed; statutory Liens of lessors; Liens of carriers, warehousemen, repairmen, mechanics and materialmen arising by operation of law in the ordinary course of business, but only to the extent the underlying obligations are not more than 60 days past due or are being contested in good faith; Liens incurred in the ordinary course of business that secure obligations not yet due and payable; Liens securing indebtedness of Pinnacle and its Subsidiaries or Quest and its Subsidiaries outstanding as of the date of this Agreement or incurred in accordance with Section 7.1 hereof and Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security. (b) Each of Pinnacle ; Liens that are immaterial in character, amount and its Subsidiaries has complied in all respects extent and that do not detract from the value or interfere with the terms of all leases to which it is a party and under which it is in occupancy, except as, individually or in the aggregate, have not had and are not reasonably likely to have a Pinnacle Material Adverse Effect, and all leases to which Pinnacle or any of its Subsidiaries is a party or under which it is in occupancy are in full force and effect. Each of Pinnacle and its Subsidiaries enjoys peaceful and undisturbed possession present use of the properties they affect; or assets purported to be leased under its material leases. As used in this Section 5.25(b), the term “leases” does not include Oil and Gas PropertiesLiens created by or on behalf of Regency or Merger Sub. (c) Neither Pinnacle nor any of its Subsidiaries has received any written notice from any person disputing or challenging its ownership of the fee interests, easements or rights-of-way through which any of its pipeline or gathering systems extend, other than disputes or challenges that have not had or are not reasonably likely to have a Pinnacle Material Adverse Effect.

Title, Ownership and Related Matters. (a) Pinnacle The applicable Contributor owns all right, title and its Subsidiaries haveinterest in and to, or has a valid leasehold interest in or other right to use, all of the Equipment (other than the Excluded Equipment), Towers and Tower Related Assets, free and clear of all Liens any Liens, except for Permitted LiensEncumbrances and Liens created by, defensible title to through or under a Person other than Sprint, Contributors or their respective inventoryAffiliates. Except as disclosed in Section 4.4(a) of the Contributors Disclosure Letter, equipment and other the interests being Leased by Lessor to Lessee at the Initial Closing with respect to the Leased Property include, or will include as of the Initial Closing Date, the Lease or assignment, as applicable, of all personal property, both tangible and intangible propertyintangible, including the natural gas production, gathering rights and processing equipment owned and/or operated by Pinnacle or its Subsidiaries and related spare parts as may be reduced by the consumption thereof, or increased through the replacement thereof or addition thereto, in the ordinary course of maintenance and operation of their respective businesses, in each case as agreements reasonably necessary to permit Pinnacle operate such Equipment, Towers and its Subsidiaries to conduct their respective businesses as currently conducted Tower Related Assets in all material respects. As used in this Agreement, the term “Permitted Liens” shall mean Liens for taxes not yet due and payable; statutory Liens of lessors; Liens of carriers, warehousemen, repairmen, mechanics and materialmen arising by operation of law in the ordinary course of business; Liens incurred in the ordinary course of business that secure obligations not yet due and payable; Liens securing indebtedness of Pinnacle and its Subsidiaries respects as operated on or Quest and its Subsidiaries outstanding as of immediately prior to the date of this Agreement or incurred Agreement, except where the failure to do so would not reasonably be expected to result in accordance with Section 7.1 hereof and Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social securitya Tower Liability. (b) Each of Pinnacle and its Subsidiaries has complied in all respects with the terms of all leases to which it is a party and under which it is in occupancy, except as, individually or in the aggregate, have not had and are not reasonably likely to have a Pinnacle Material Adverse Effect, and all leases to which Pinnacle or any of its Subsidiaries is a party or under which it is in occupancy are in full force and effect. Each of Pinnacle and its Subsidiaries enjoys peaceful and undisturbed possession As of the properties or assets purported Initial Closing Date, with respect to each Master Lease Site for which the Leased Property of such Site is to be leased under its material leases. As used in this Section 5.25(b)Leased by Lessor to Lessee at the Initial Closing, the term “leases” does Leased Property will not include Oil and Gas Propertiesbe subject to any Exceptions or Liens, other than Permitted Encumbrances. (c) Neither Pinnacle nor any of its Subsidiaries has received any written notice from any person disputing or challenging its ownership Except as disclosed in Section 4.4(c) of the fee interestsContributors Disclosure Letter, easements each Site includes a Tower that is operational and in good order and repair (consistent with industry standards for wireless communications tower sites) and each Site includes Equipment and Tower Related Assets that are in satisfactory working order. (d) Except as disclosed in Section 4.4(d) of the Contributors Disclosure Letter, each Site has, pursuant to an easement or rights-of-way through other valid agreement running with the land on which any such Site is located, for the benefit of its pipeline one or gathering systems extendmore of the Contributors, the rights to install, maintain, and use utilities for provision of electric power and telephone service. (e) Except as disclosed in Section 4.4(e) of the Contributors Disclosure Letter, each Site has vehicular ingress and egress to public streets or private roads pursuant to an easement or other than disputes or challenges valid agreement running with the land on which such Site is located, that have not had or are not reasonably likely to have a Pinnacle Material Adverse Effectis suitable for four wheel drive vehicles.

Title, Ownership and Related Matters. (a) Pinnacle Except as set forth on Section 5.20(a)(i) of the Company Disclosure Schedule, a Company or a Company Subsidiary owns all right, title and its Subsidiaries haveinterest in or to, or has a valid leasehold or easement interest in or other right to use, all of the Improvements, Appurtenant Property, Intangible Personal Property and Tangible Personal Property, free and clear of all Liens except for any Liens, other than Permitted Liens; provided, defensible title that with respect to their respective inventorythe Appurtenant Property, equipment the foregoing representations shall apply only to clause (d) and (e) of the definition thereof. There are no contractual restrictions, covenants or deed restrictions, which are binding on the applicable Company or Company Subsidiary that would limit the use of the related Tower or DAS Asset to a single Tenant. Except as set forth on Section 5.20(a)(ii) of the Company Disclosure Schedule, and other than the Excluded Assets, the Retained Management Assets and any services provided under the Management Agreements, the interests held by a Company or a Company Subsidiary with respect to the Improvements, Towers, Tower Sites, DAS Networks and the Company Assets include sufficient rights to all personal property, both tangible and intangible propertyintangible, including the natural gas productionand agreements reasonably necessary to operate such Improvements, gathering Towers, Tower Sites, DAS Networks and processing equipment owned and/or Company Assets as operated by Pinnacle the Companies and the Company Subsidiaries on or its Subsidiaries and related spare parts as may be reduced by the consumption thereof, or increased through the replacement thereof or addition thereto, in the ordinary course of maintenance and operation of their respective businesses, in each case as necessary immediately prior to permit Pinnacle and its Subsidiaries to conduct their respective businesses as currently conducted in all material respects. As used in this Agreement, the term “Permitted Liens” shall mean Liens for taxes not yet due and payable; statutory Liens of lessors; Liens of carriers, warehousemen, repairmen, mechanics and materialmen arising by operation of law in the ordinary course of business; Liens incurred in the ordinary course of business that secure obligations not yet due and payable; Liens securing indebtedness of Pinnacle and its Subsidiaries or Quest and its Subsidiaries outstanding as of the date of this Agreement or incurred in accordance with Section 7.1 hereof and Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensationAgreement. NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY “[****]” ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, unemployment insurance and other types of social security.AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST (b) Each of Pinnacle and its Subsidiaries has complied in all respects with the terms of all leases to which it is a party and under which it is in occupancy, except as, individually or Except as set forth in the aggregateapplicable Ground Leases or Tower Leases, have not had and no Ground Lessor has the right to install any Improvements on any Tower Site. A Company or a Company Subsidiary owns all Towers that are not reasonably likely to have a Pinnacle Material Adverse Effect, and all leases to which Pinnacle or any of its Subsidiaries is a party or under which it is in occupancy are in full force and effect. Each of Pinnacle and its Subsidiaries enjoys peaceful and undisturbed possession part of the properties or assets purported to be leased under its material leases. As used in this Section 5.25(b), the term “leases” does not include Oil and Gas PropertiesCompany Assets. (c) Neither Pinnacle nor any of its Subsidiaries has received any written notice from any person disputing or challenging its ownership Section 5.20(c) of the fee interests, easements or rights-of-way through which any Company Disclosure Schedule sets forth all DAS Networks. Each of its pipeline or gathering systems extend, other than disputes or challenges that have not had or the DAS Networks has been completed and are not reasonably likely to have a Pinnacle Material Adverse Effectoperational.

Title, Ownership and Related Matters. (a) Pinnacle Except for cash, accounts receivable and working capital items distributable by a Company and its Subsidiaries pursuant to Section 1.10(a), each Company and its Subsidiaries have, free and clear of all Liens except for Liens, other than Permitted Liens, defensible good title to their respective inventory, equipment and other tangible and intangible property, including the natural gas production, gathering and processing equipment owned and/or operated by Pinnacle or its Subsidiaries and related spare parts as may be reduced by the consumption thereofto, or increased through the replacement thereof rights by license, lease or addition other agreement to use, all material properties and assets (or rights thereto, ) primarily used or held for use in the ordinary course conduct of maintenance and operation of their respective businesses, in each case as necessary to permit Pinnacle and its Subsidiaries to conduct their respective businesses the Business as currently conducted in all material respectsconducted. This Section 2.15(a) does not relate to real property (which is subject to Section 2.15(b) below) or Rigs or E&P Equipment (which are subject to Section 2.16). As used in this Agreement, the term “Permitted Liens” shall mean means (a) statutory Liens for taxes current Taxes not yet due and payablepayable or being contested in good faith by appropriate proceedings; statutory (b) mechanics’, carriers’, workers’, repairers’ and other similar Liens of lessors; Liens of carriers, warehousemen, repairmen, mechanics and materialmen imposed by applicable Law arising by operation of law in the ordinary course of business; Liens or incurred in the ordinary course of business consistent with past practices for obligations that secure obligations are not yet due overdue or that are being contested in good faith by appropriate proceedings; (c) other Liens that do not, and payable; Liens securing indebtedness of Pinnacle and its Subsidiaries if foreclosed or Quest and its Subsidiaries outstanding as otherwise executed would not, materially interfere with the conduct of the date Business; (d) Liens on leases of this Agreement real property arising from the provisions of such leases, including any agreements and/or conditions imposed on the issuance of land use permits, zoning, business licenses, use permits or incurred in accordance with Section 7.1 hereof other entitlements of various types issued by any Governmental Entity, necessary or beneficial to the continued use and Liens incurred occupancy of such real property or the continuation of the Business; (e) pledges or deposits made in the ordinary course of business consistent with past practices in connection with workers’ compensation, unemployment insurance and other types social security or similar legislation; (f) deposits to secure the performance of social security. bids, contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business consistent with past practices; (bg) Each zoning regulations and restrictive covenants and easements of Pinnacle record that do not detract in any material respect from the value of real property and its Subsidiaries has complied in all respects do not materially and adversely affect, impair or interfere with the terms use of all any property affected thereby; (h) public utility easements of record, in customary form, to serve real property; (i) landlords’ Liens in favor of landlords under the Leases; (j) mortgages, deeds of trust and other security instruments, and ground leases or underlying leases covering the title, interest or estate of third-party landlords with respect to the real property subject to leases under which any Company leases real property and to which it is a party and under which it is in occupancysuch leases are subordinate; (k) any other Liens, except aseasements, individually or in the aggregate, have not had and are not reasonably likely to have a Pinnacle Material Adverse Effect, and all leases to which Pinnacle or any of its Subsidiaries is a party or under which it is in occupancy are in full force and effect. Each of Pinnacle and its Subsidiaries enjoys peaceful and undisturbed possession of the properties or assets purported to be leased under its material leases. As used in this Section 5.25(b), the term “leases” does not include Oil and Gas Properties. (c) Neither Pinnacle nor any of its Subsidiaries has received any written notice from any person disputing or challenging its ownership of the fee interests, easements or rights-of-way through way, restrictions, rights, leases and other encumbrances affecting title thereto, whether or not of record, which any do not, and if foreclosed or otherwise executed would not, materially detract from the value of its pipeline or gathering systems extendmaterially interfere with the use and operation of the assets of the Companies and their Subsidiaries, other than disputes taken as a whole; and (l) Liens, if any, created or challenges that have not had or are not reasonably likely permitted to have a Pinnacle Material Adverse Effectbe imposed by the Buyer.