Common use of Title to Assets; Encumbrances Clause in Contracts

Title to Assets; Encumbrances. (a) Seller or the Subsidiary has good and indefeasible title to the Assets reflected in the Financial Statements except those disposed of since the date of the Financial Statements in the ordinary course of business or otherwise disposed of in accordance with this Agreement. None of the Assets are subject to any Encumbrance except (i) Encumbrances described in Schedule 5.5(a) and (ii) Permitted Encumbrances. Upon consummation of the transactions contemplated by this Agreement and the Related Documents and receipt of all Consents listed on Schedule 5.3, Seller will have assigned, transferred and conveyed to Buyer good and transferable title to the Assets, including the Subsidiary, free and clear of all Encumbrances except those Encumbrances referred to in clauses (i) and (ii) above. (b) Attached as Schedule 5.5(b)(i) is a list of all real property owned by Seller or its Affiliates (including the Subsidiary) relating to the Business (the “Owned Real Property”). Attached as Schedule 5.4(b)(ii) is a list of all leases, licenses or other occupancy agreements (“Leases”) under which Seller (or its Affiliates (including the Subsidiary)) is a landlord, tenant, licensor, licensee or occupant relating to the Business (the “Leased Real Property”). (c) Except as set forth in Schedule 5.5(c)(i), Seller or the Subsidiary owns or possesses all Easements (as set forth on Schedule 5.5(c)(ii)), which Easements are sufficient to conduct the Business as now being conducted without any known conflict with the rights of others, in each case except to the extent that the failure to own or possess such Easements would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. (d) Except in cases that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect, (i) Seller or the Subsidiary enjoys peaceful and undisturbed possession under all material Leased Real Property, and (ii) all such Leases are valid and subsisting and in full force and effect. (e) There are no pending or Threatened events of default or monetary defaults existing under any Leases or Easements, and all Easements are in full force and effect. There are no pending or Threatened (i) condemnation or similar proceedings relating to any Owned Real Property or Easements or (ii) proceedings to change any zoning classification affecting any Owned Real Property or Easements

Title to Assets; Encumbrances. (a) Seller or the Subsidiary has good and indefeasible title to the Assets reflected in the Financial Statements except those disposed of since the date of the Financial Statements in the ordinary course of business or otherwise disposed of in accordance with this Agreement. None of the Assets are subject to any Encumbrance except (i) Encumbrances described in Schedule 5.5(a5.4(a) and (ii) Permitted Encumbrances. Upon consummation of the transactions contemplated by this Agreement and the Related Documents and receipt of all Consents listed on Schedule 5.3, Seller will have assigned, transferred and conveyed to Buyer good and transferable title to the Assets, including the Subsidiary, free and clear of all Encumbrances except those Encumbrances referred to in clauses (i) and (ii) above. (b) Attached as Schedule 5.5(b)(i5.4(b)(i) is a list of all real property owned by Seller or its Affiliates (including the Subsidiary) relating to the Business (the “Owned Real Property”). Attached as Schedule 5.4(b)(ii) is a list of all leases, licenses or other occupancy agreements (“Leases”) under which Seller (or its Affiliates (including the Subsidiary)Affiliates) is a landlord, tenant, licensor, licensee or occupant relating to the Business (the “Leased Real Property”). (c) Except as set forth in Schedule 5.5(c)(i5.4(c)(i), Seller or the Subsidiary owns or possesses all Easements (as set forth on Schedule 5.5(c)(ii5.4(c)(ii)), which Easements are sufficient to conduct the Business as now being conducted without any known conflict with the rights of others, in each case except to the extent that the failure to own or possess such Easements would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. (d) Except in cases that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect, (i) Seller or the Subsidiary enjoys peaceful and undisturbed possession under all material Leased Real Property, and (ii) all such Leases are valid and subsisting and in full force and effect. (e) There are no pending or Threatened events of default or monetary defaults existing under any Leases or Easements, and all Easements are in full force and effect. There are no pending or Threatened (i) condemnation or similar proceedings relating to any Owned Real Property or Easements or (ii) proceedings to change any zoning classification affecting any Owned Real Property or Easements.

Title to Assets; Encumbrances. (a) The applicable Seller or the Purchased Subsidiary has owns good and indefeasible title to the Assets reflected Owned Property free and clear of any Encumbrances, other than: (i) liens for Taxes for the current tax year which are not yet due and payable; and (ii) those described in the Financial Statements except those disposed of since the date Section 3.7(a)(1) of the Financial Statements Seller Disclosure Letter (“Real Estate Encumbrances”). At Closing, the Business Property described in Section 3.6 of the ordinary course of business or otherwise disposed of in accordance with this Agreement. None Seller Disclosure Letter and comprising part of the Assets are subject to any Encumbrance except (i) Encumbrances described in Schedule 5.5(a) and (ii) Permitted Encumbrances. Upon consummation of the transactions contemplated by this Agreement and the Related Documents and receipt of all Consents listed on Schedule 5.3, Seller will have assigned, transferred and conveyed to Buyer good and transferable title to the Assets, including the Subsidiary, shall be free and clear of all Encumbrances except those Encumbrances referred to in clauses other than (i) those Real Estate Encumbrances identified in Section 3.7(a)(2) of the Seller Disclosure Letter and (ii) abovesuch additional Encumbrances as shall not materially and adversely affect Buyer’s ownership, use and enjoyment of the Business Property in the manner in which such Business Property was used and enjoyed in the conduct of the Business prior to the Closing Date (collectively, “Permitted Real Estate Encumbrances”). (b) Attached as Schedule 5.5(b)(i) The applicable Seller or Purchased Subsidiary has a valid and subsisting leasehold interest in the real estate in the Real Property Leases described in Section 3.6 of the Seller Disclosure Letter. No Seller or Purchased Subsidiary is a list in default of all any material covenant to be performed by such Seller or Purchased Subsidiary under the Real Property Leases. To Sellers’ Knowledge no landlord under real property owned Leases is in default of any material covenant to be performed by Seller or its Affiliates (including the Subsidiary) relating to the Business (the “Owned such landlord. To Seller’s Knowledge no event has occurred which with passage of time and notice would constitute a default under a Real Property”). Attached as Schedule 5.4(b)(ii) is a list of all leases, licenses or other occupancy agreements (“Leases”) under which Seller (or its Affiliates (including the Subsidiary)) is a landlord, tenant, licensor, licensee or occupant relating to the Business (the “Leased Real Property”)Property Lease. (c) Except as set forth Sellers or Purchased Subsidiaries own good and transferable title to all of the Tangible Personal Property free and clear of any Encumbrances other than those described in Schedule 5.5(c)(iSection 3.7(c)(1) of the Seller Disclosure Letter (“Non-Real Estate Encumbrances”). At Closing, Seller or the Subsidiary owns or possesses all Easements (as set forth on Schedule 5.5(c)(ii)), which Easements are sufficient to conduct the Business as now being conducted without any known conflict with the rights such Tangible Personal Property shall be free and clear of others, in each case except to the extent that the failure to own or possess such Easements would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. (d) Except in cases that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect, all Encumbrances other than (i) those Non-Real Estate Encumbrances identified in Section 3.7(c)(2) of the Seller or the Subsidiary enjoys peaceful and undisturbed possession under all material Leased Real PropertyDisclosure Letter, and (ii) Encumbrances or other rights of Governmental Bodies or other Persons in respect of property or assets delivered by any Seller or Purchased Subsidiary for repair, maintenance or other improvements and (iii) rights of Third Parties to use and possess all such Leases are valid machinery and subsisting and in full force and effectequipment held for rental to Third Parties pursuant to leases or rental agreements relating thereto (“Permitted Non-Real Estate Encumbrances” and, together with the Permitted Real Estate Encumbrances, “Permitted Encumbrances”). (e) There are no pending or Threatened events of default or monetary defaults existing under any Leases or Easements, and all Easements are in full force and effect. There are no pending or Threatened (i) condemnation or similar proceedings relating to any Owned Real Property or Easements or (ii) proceedings to change any zoning classification affecting any Owned Real Property or Easements

Title to Assets; Encumbrances. (a) Seller or the Subsidiary has good Except for properties and indefeasible title to the Assets assets reflected in the Financial Statements except those disposed of or acquired since the date of the Financial Statements in the ordinary course of business Statement Date which have been sold or otherwise disposed of in accordance with this Agreement. None of the Assets are subject to any Encumbrance except Ordinary Course, each Seller has good and marketable title to, or a valid leasehold interest in, (i) Encumbrances described all of its properties and assets (real, personal and tangible), including all of the properties and assets reflected in Schedule 5.5(a) the Financial Statements, except as indicated in the notes thereto and (ii) all of the properties and assets purchased by it since the Financial Statement Date; in each case subject to no Encumbrance, except for (A) Encumbrances reflected in the Financial Statements (not including liens securing Indebtedness of MSC), (B) Encumbrances consisting of zoning or planning restrictions, recorded easements, utility easements, covenants, permits and other restrictions or limitations on the current use of real property or irregularities in title thereto which do not materially detract from the value of, or impair the use of, such property by Sellers in the operation of their business, (C) liens for current taxes, assessments or Governmental charges or levies on property not yet due and payable or are being contested by appropriate proceedings and for which appropriate reserves have been made, and (D) Encumbrances described on Section 3.6(a) of the Disclosure Schedule (Encumbrances of the type described in clauses (A), (B) and (C) above are hereinafter sometimes referred to as "Permitted Encumbrances"). Upon consummation Each Seller owns or leases under valid leases all machinery, equipment and other personal property necessary for the conduct of such Seller's business as currently being conducted; and the Purchased Assets include all such assets necessary to operate such Seller's business as currently being operated, except that Inventory and working capital levels at Closing may be significantly lower than the levels at April 30, 2002. At Closing, all of the transactions contemplated Purchased Assets shall be transferred by this Agreement MSC and the Related Documents and receipt of all Consents listed on Schedule 5.3, Seller will have assigned, transferred and conveyed to Buyer good and transferable title Sellers to the Assets, including the Subsidiary, Buyer free and clear of any and all Encumbrances except those (other than Permitted Encumbrances referred and the Assumed Liabilities), together with any and all consents of third parties required to in clauses (i) and (ii) above. (b) Attached as Schedule 5.5(b)(i) is a list of all real property owned by Seller or its Affiliates (including the Subsidiary) relating transfer such assets to the Business (the “Owned Real Property”). Attached as Schedule 5.4(b)(ii) is a list of all leasesBuyer, licenses or other occupancy agreements (“Leases”) under which Seller (or its Affiliates (including the Subsidiary)) is a landlord, tenant, licensor, licensee or occupant relating to the Business (the “Leased Real Property”). (c) Except as set forth in Schedule 5.5(c)(i), Seller or the Subsidiary owns or possesses all Easements (as set forth on Schedule 5.5(c)(ii)), which Easements are sufficient to conduct the Business as now being conducted without any known conflict with the rights of others, in each case except to the extent that where the failure to own or possess obtain such Easements would not, individually or in the aggregate, be reasonably likely to consent does not have a Material Adverse Effect. (db) Except in cases that individually or The machinery, equipment, vehicles and other personal property of the Sellers included in the aggregate Purchased Assets are in good condition and repair, taking into account the age of the equipment and reasonable wear and tear, and are usable in the Ordinary Course except where the failure to be in such condition does not reasonably likely to have a Material Adverse Effect, (i) Seller or the Subsidiary enjoys peaceful and undisturbed possession under all material Leased Real Property, and (ii) all such Leases are valid and subsisting and in full force and effect. (e) There are no pending or Threatened events of default or monetary defaults existing under any Leases or Easements, and all Easements are in full force and effect. There are no pending or Threatened (i) condemnation or similar proceedings relating to any Owned Real Property or Easements or (ii) proceedings to change any zoning classification affecting any Owned Real Property or Easements

Title to Assets; Encumbrances. (a) Seller or the Subsidiary has Parent owns good and indefeasible title to the Assets reflected Real Property described in the Financial Statements except those disposed of since the date Section 3.6 of the Financial Statements in the ordinary course Seller Disclosure Letter, free and clear of business or otherwise disposed of in accordance with this Agreement. None of the Assets are subject to any Encumbrance except Encumbrances, other than: (i) Encumbrances described in Schedule 5.5(a) liens for Taxes for the current tax year which are not yet due and payable; and (ii) Permitted Encumbrances. Upon consummation those described in Section 3.8(a) of the transactions contemplated by this Agreement Seller Disclosure Letter (“Real Estate Encumbrances”). Sellers jointly and severally warrant to Buyer that, at the Related Documents time of Closing, the real estate described in Section 3.6 of the Seller Disclosure Letter shall be free and receipt clear of all Consents listed Real Estate Encumbrances other than those identified in Section 3.8(a) of the Seller Disclosure Letter (“Permitted Real Estate Encumbrances”). (b) Each Seller has a valid and subsisting leasehold interest in the Real Property described in Section 3.7 of the Seller Disclosure Letter. No Seller is in default on Schedule 5.3, the performance of any material covenant to be performed by such Seller will have assigned, transferred and conveyed to Buyer under the Real Property Leases. (c) Sellers own good and transferable title to all of the AssetsTangible Personal Property free and clear of any Encumbrances other than those described in Section 3.8(c) of the Seller Disclosure Letter (“Non-Real Estate Encumbrances”). Sellers jointly and severally warrant to Buyer that, including at the Subsidiarytime of Closing, all such Tangible Personal Property shall be free and clear of all Non-Real Estate Encumbrances except those Encumbrances referred to in clauses other than (i) and those identified in Section 3.8(c) of the Seller Disclosure Letter, (ii) above. title to or any other interest in work-in-process or other tangible personal property used or held for use in the Business by any United States Governmental Body under FAR Section 52.232-16, 52.245-2(c), 52.245-5(c), 52.245-17, 52.245-18 or any clause of similar import, (biii) Attached as Schedule 5.5(b)(i) is a list the interest of all real property owned by Seller or its Affiliates (including any United States Governmental Body in technical data, computer software, and patents under the Subsidiary) clauses pertaining thereto in any Government Contract relating to the Business Business, and (the “Owned Real Property”). Attached as Schedule 5.4(b)(iiiv) is a list of all leases, licenses Encumbrances or other occupancy agreements rights of Governmental Bodies or other Persons in respect of property or assets delivered to Seller for repair, maintenance, or other improvements as described in Section 2.1 (“Leases”) under which Seller (or its Affiliates (including Permitted Non-Real Estate Encumbrances” and, together with the Subsidiary)) is a landlordPermitted Real Estate Encumbrances, tenant, licensor, licensee or occupant relating to the Business (the “Leased Real PropertyPermitted Encumbrances”). (c) Except as set forth in Schedule 5.5(c)(i), Seller or the Subsidiary owns or possesses all Easements (as set forth on Schedule 5.5(c)(ii)), which Easements are sufficient to conduct the Business as now being conducted without any known conflict with the rights of others, in each case except to the extent that the failure to own or possess such Easements would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. (d) Except Neither Seller is a “foreign person” as defined in cases that individually or in Section 1445 of the aggregate are not reasonably likely to have a Material Adverse Effect, (i) Seller or Code and the Subsidiary enjoys peaceful and undisturbed possession under all material Leased Real Property, and (ii) all such Leases are valid and subsisting and in full force and effecttreasury regulations promulgated thereunder. (e) There are no pending or Threatened events of default or monetary defaults existing under any Leases or Easements, and all Easements are in full force and effect. There are no pending or Threatened (i) condemnation or similar proceedings relating to any Owned Real Property or Easements or (ii) proceedings to change any zoning classification affecting any Owned Real Property or Easements

Title to Assets; Encumbrances. (a) Seller or is (and, subject to the Subsidiary has good provisions of Section 5.5(b), at Closing, Buyer shall be) the sole owner of good, valid, insurable and indefeasible marketable fee simple title to the Assets reflected Building 101 Facility and the Building 601 Facility (collectively, the "Transferred Owned Real Property"), in the Financial Statements except those disposed each case free and clear of since the date of the Financial Statements in the ordinary course of business or otherwise disposed of in accordance with this Agreement. None of the Assets are subject to any Encumbrance except Encumbrances, other than: (i) those Encumbrances described in Schedule 5.5(a) and 3.8(a); (ii) Permitted Encumbrances. Upon consummation liens for Taxes for the current tax year which are not yet due and payable; (iii) easements, covenants, restrictions and similar Encumbrances of record or as would be shown on any survey or subdivision map and that do not materially adversely affect the use, operation or occupancy of the transactions contemplated Transferred Owned Real Property subject thereto as currently used, operated or occupied by this Agreement and Seller; and (iv) minor encroachments that do not materially adversely affect the Related Documents and receipt use, operation or occupancy of all Consents listed on Schedule 5.3the Transferred Owned Real Property subject thereto as currently used, operated or occupied by Seller will have assigned(clauses (i) through (iv) collectively, transferred and conveyed to Buyer good the "Permitted Real Estate Encumbrances"). (b) Seller has good, valid and transferable title to to, or a valid leasehold interest in, all of the AssetsAssets (other than the Owned Real Property, including the SubsidiaryAssigned Intellectual Property and the Assigned Marks), and RSI has good, valid and transferable title to, or a valid leasehold interest in, all of the assets, rights and properties owned by it and used or held for use by it as of the date of this Agreement, in each case, free and clear of all Encumbrances except those Encumbrances referred to in clauses other than: (i) and those Encumbrances described in Schedule 3.8(b); (ii) above.Encumbrances for current Taxes or other governmental charges not yet due and payable; (biii) Attached Encumbrances arising under conditional sales contracts and equipment leases with Third Parties entered into in the ordinary course of business consistent with past practice; (iv) mechanics', carriers', workmen's, repairmen's or other like Encumbrances arising or incurred in the ordinary course of business consistent with past practice relating to obligations as Schedule 5.5(b)(i) to which there is a list no default on the part of all real property owned by Seller or its Affiliates (including RSI, as the Subsidiary) relating to case may be, or the Business (the “Owned Real Property”). Attached as Schedule 5.4(b)(ii) validity or amount of which is a list of all leases, licenses or other occupancy agreements (“Leases”) under which Seller (or its Affiliates (including the Subsidiary)) is a landlord, tenant, licensor, licensee or occupant relating to the Business (the “Leased Real Property”).being contested in good faith by appropriate proceedings; and (cv) Except as set forth in Schedule 5.5(c)(i), Seller or the Subsidiary owns or possesses all Easements (as set forth on Schedule 5.5(c)(ii)), which Easements are sufficient to conduct the Business as now being conducted without any known conflict with the rights of others, in each case except to the extent other Encumbrances that the failure to own or possess such Easements would do not, individually or in the aggregate, be reasonably likely materially impair the continued use, operation, value or marketability of the specific Assets to have a Material Adverse Effect. which they relate or the operation of the Business (d) Except in cases that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect, clauses (i) Seller or through (v) collectively, the Subsidiary enjoys peaceful and undisturbed possession under all material Leased "Permitted Non-Real PropertyEstate Encumbrances" and, and (ii) all such Leases are valid and subsisting and in full force and effecttogether with the Permitted Real Estate Encumbrances, "Permitted Encumbrances"). (e) There are no pending or Threatened events of default or monetary defaults existing under any Leases or Easements, and all Easements are in full force and effect. There are no pending or Threatened (i) condemnation or similar proceedings relating to any Owned Real Property or Easements or (ii) proceedings to change any zoning classification affecting any Owned Real Property or Easements

Title to Assets; Encumbrances. (a) Seller or is (and, subject to the Subsidiary has good provisions of Section 5.5(b), at Closing, Buyer shall be) the sole owner of good, valid, insurable and indefeasible marketable fee simple title to the Assets reflected Building 101 Facility and the Building 601 Facility (collectively, the “Transferred Owned Real Property”), in the Financial Statements except those disposed each case free and clear of since the date of the Financial Statements in the ordinary course of business or otherwise disposed of in accordance with this Agreement. None of the Assets are subject to any Encumbrance except Encumbrances, other than: (i) those Encumbrances described in Schedule 5.5(a) and 3.8(a); (ii) Permitted Encumbrances. Upon consummation liens for Taxes for the current tax year which are not yet due and payable; (iii) easements, covenants, restrictions and similar Encumbrances of record or as would be shown on any survey or subdivision map and that do not materially adversely affect the use, operation or occupancy of the transactions contemplated Transferred Owned Real Property subject thereto as currently used, operated or occupied by this Agreement and Seller; and (iv) minor encroachments that do not materially adversely affect the Related Documents and receipt use, operation or occupancy of all Consents listed on Schedule 5.3the Transferred Owned Real Property subject thereto as currently used, operated or occupied by Seller will have assigned(clauses (i) through (iv) collectively, transferred and conveyed to Buyer good the “Permitted Real Estate Encumbrances”). (b) Seller has good, valid and transferable title to to, or a valid leasehold interest in, all of the AssetsAssets (other than the Owned Real Property, including the SubsidiaryAssigned Intellectual Property and the Assigned Marks), and RSI has good, valid and transferable title to, or a valid leasehold interest in, all of the assets, rights and properties owned by it and used or held for use by it as of the date of this Agreement, in each case, free and clear of all Encumbrances except those Encumbrances referred to in clauses other than: (i) and those Encumbrances described in Schedule 3.8(b); (ii) above.Encumbrances for current Taxes or other governmental charges not yet due and payable; (biii) Attached Encumbrances arising under conditional sales contracts and equipment leases with Third Parties entered into in the ordinary course of business consistent with past practice; (iv) mechanics’, carriers’, workmen’s, repairmen’s or other like Encumbrances arising or incurred in the ordinary course of business consistent with past practice relating to obligations as Schedule 5.5(b)(i) to which there is a list no default on the part of all real property owned by Seller or its Affiliates (including RSI, as the Subsidiary) relating to case may be, or the Business (the “Owned Real Property”). Attached as Schedule 5.4(b)(ii) validity or amount of which is a list of all leases, licenses or other occupancy agreements (“Leases”) under which Seller (or its Affiliates (including the Subsidiary)) is a landlord, tenant, licensor, licensee or occupant relating to the Business (the “Leased Real Property”).being contested in good faith by appropriate proceedings; and (cv) Except as set forth in Schedule 5.5(c)(i), Seller or the Subsidiary owns or possesses all Easements (as set forth on Schedule 5.5(c)(ii)), which Easements are sufficient to conduct the Business as now being conducted without any known conflict with the rights of others, in each case except to the extent other Encumbrances that the failure to own or possess such Easements would do not, individually or in the aggregate, be reasonably likely materially impair the continued use, operation, value or marketability of the specific Assets to have a Material Adverse Effect. which they relate or the operation of the Business (d) Except in cases that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect, clauses (i) Seller or through (v) collectively, the Subsidiary enjoys peaceful and undisturbed possession under all material Leased “Permitted Non-Real PropertyEstate Encumbrances” and, and (ii) all such Leases are valid and subsisting and in full force and effecttogether with the Permitted Real Estate Encumbrances, “Permitted Encumbrances”). (e) There are no pending or Threatened events of default or monetary defaults existing under any Leases or Easements, and all Easements are in full force and effect. There are no pending or Threatened (i) condemnation or similar proceedings relating to any Owned Real Property or Easements or (ii) proceedings to change any zoning classification affecting any Owned Real Property or Easements

Title to Assets; Encumbrances. (a) 2.10.1 Each of the Seller or the Subsidiary and its Subsidiaries has good and indefeasible title to the Assets reflected in the Financial Statements except those disposed of since the date of the Financial Statements in the ordinary course of business its assets, whether real, personal or otherwise disposed of in accordance with this Agreement. None of the Assets are subject to any Encumbrance except (i) Encumbrances described in Schedule 5.5(a) and (ii) Permitted Encumbrances. Upon consummation of the transactions contemplated by this Agreement and the Related Documents and receipt of all Consents listed on Schedule 5.3, Seller will have assigned, transferred and conveyed to Buyer good and transferable title to the Assets, including the Subsidiaryintangible, free and clear of all Encumbrances except those Encumbrances referred to in clauses (i) as reflected in the Seller SEC Documents, (ii) liens for current taxes and assessments not yet due or being contested in good faith by appropriate proceedings, (iii) mechanic's liens arising under the operation of law for actions contested in good faith or for which payment arrangements have been made, (iv) liens granted or incurred by such Person in the ordinary course of its business or financing of equipment, office space, furniture and computers in the ordinary course of its business, (v) easements, rights of way, encroachments or other reductions or matters affecting title which do not prevent the assets from being used for the purpose for which they are currently being used and (vi) encumbrances on the Pledged Shares set forth on SCHEDULE 2.6; 2.10.2 There are no parties in possession of any of the assets of the Seller or its Subsidiaries other than (i) personal property held by third parties in the reasonable and ordinary course of business and (ii) above. (b) Attached as Schedule 5.5(b)(i) is a list the possession of all real property owned the Pledged Shares by Seller or its Affiliates (including the Subsidiary) relating Coastal pursuant to the Business (terms of the “Owned Real Property”)Pari Passu Agreement between Coastal and SJ Corp., replaced on the date hereof by that Pari Passu Agreement referenced in Paragraph 4.3.10 hereof. Attached as Schedule 5.4(b)(ii) is a list Each of all leasesthe Seller and its Subsidiaries enjoys full, licenses or other occupancy agreements (“Leases”) under which free and exclusive use and quiet enjoyment of its assets and its rights pertaining thereto. Each of the Seller (or and its Affiliates (including the Subsidiary)) is a landlord, tenant, licensor, licensee or occupant relating to the Business (the “Leased Real Property”). (c) Except as set forth in Schedule 5.5(c)(i), Seller or the Subsidiary owns or possesses all Easements (as set forth on Schedule 5.5(c)(ii)), which Easements are sufficient to conduct the Business as now being conducted without any known conflict with the rights of others, in each case except to the extent that the failure to own or possess such Easements would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect. (d) Except in cases that individually or in the aggregate are not reasonably likely to have a Material Adverse Effect, (i) Seller or the Subsidiary Subsidiaries enjoys peaceful and undisturbed possession under all material Leased Real Property, and (ii) all such Leases are valid and subsisting and in full force and effect. (e) There are no pending or Threatened events of default or monetary defaults existing leases under any Leases or Easementswhich it is a lessee, and all Easements such leases are legal, valid and binding obligations of such Person, enforceable against such Person in full force and effect. There are no pending or Threatened (i) condemnation or similar proceedings relating to any Owned Real Property or Easements or (ii) proceedings to change any zoning classification affecting any Owned Real Property or Easementsaccordance with its terms.