Common use of Leases; Leased Real Property Clause in Contracts

Leases; Leased Real Property. (a) Schedule 3.10 sets forth a true, correct and complete list of all written or oral leases and subleases (the “Leases”) of real property to which the Company is a party (collectively, the “Leased Real Property”). The Company does not operate its business at any location other than those listed as Leased Real Properties on Schedule 3.10. True, correct and complete copies of all Leases and all amendments, modifications and supplemental agreements thereto have previously been delivered by the Company to Buyer. The Leases are in full force and effect and are binding and enforceable against the Company and, to the knowledge of the Company, each of the other parties thereto, in accordance with their respective terms and, except as set forth on Schedule 3.10, have not been modified or amended since the date of delivery to Buyer. No party to any Lease has sent written notice to the other claiming that such party is in default thereunder and that such default remains uncured. Except as set forth on Schedule 3.10, and, only with respect to any third party, to the Company’s knowledge, there has not occurred any event which would constitute a breach of or default in the performance of any covenant, agreement or condition contained in any Lease, nor has there occurred any event which with the passage of time or the giving of notice or both would constitute such a breach or default, except for breaches or defaults that are not material. There is no current or pending event or circumstance that would permit the termination of any of the Leases or the increase of any obligations, liabilities or restrictions of the Company under the Leases, except for any rental increase as set forth in the terms of any such Lease. Except as set forth on Schedule 3.10, no construction, alteration or other leasehold improvement work with respect to any of the Leases remains to be paid for or to be performed by the Company. The Company does not have any obligations to provide deposits, letters of credit or other credit enhancements to retain its rights under the Leases or otherwise operate its business at the Leased Real Properties except as set forth in Schedule 3.10. (b) The Company presently enjoys peaceful and undisturbed possession of its Leased Real Property sufficient for current use and operations. Neither the Company nor Landlord have received written notice of any material eminent domain, condemnation or other similar proceedings pending or threatened against the Company or Landlord with respect to, or otherwise affecting any portion of, the Leased Real Property. The current use of the Leased Real Property in the conduct of the Company’s business does not violate any Lease. Except as set forth on Schedule 3.10, and, only with respect to any third party, to the Company’s knowledge, there is no violation of any covenant, condition, restriction, easement or order of any governmental authority having jurisdiction over the Leased Real Property or the use or occupancy thereof, except for such violations as would not materially interfere with the continued use and operations of the property to which they relate or materially adversely affect the value thereof for its current use. Except as set forth on Schedule 3.10, the Leased Real Property is in compliance in all material respects with all applicable building, zoning, subdivision, health and safety and other land use and similar applicable laws, rules and regulations, permits, licenses and certificates of occupancy affecting the Leased Real Property, and neither the Company nor the Principal or Landlord have received any notice of any violation or claimed violation by any of them of any such laws, rules and regulations with respect to the Leased Real Property which have not been resolved or for which any obligation of the Company remains to be fulfilled, including but not limited to payments of monetary damages, fines or penalties, or completion of any remedial or corrective measures. Except as set forth on Schedule 3.10, the Leased Real Property is adequately served by proper utilities, sufficient parking and other building services necessary for its current use and for compliance with all applicable laws, rules, regulations, permits, licenses and certificates of occupancy. (c) The Principal holds all legal, equitable and beneficial interests in the Landlord.

Leases; Leased Real Property. (a) Schedule 3.10 5.10 of the Disclosure Schedules sets forth a true, correct correct, and complete list of all written or oral leases and subleases (the “Leases”) of real property to which the Company is a party (collectively, the “Leased Real Property”). The Company does not operate and has not operated its business at any location other than those listed as Leased Real Properties on Schedule 3.105.10 of the Disclosure Schedules. True, correct correct, and complete copies of all Leases and all amendments, modifications modifications, and supplemental agreements thereto have previously been delivered by the Stockholders or the Company to Buyer. The Leases are in full force and effect and are binding and enforceable against the Company and, to the knowledge of the Company, and each of the other parties thereto, in accordance with their respective terms and, except as set forth on Schedule 3.10, and have not been modified or amended since the date of delivery to Buyer. No party to any Lease has sent written notice to notified the other in writing claiming that such party is in default thereunder and that such default remains uncured. Except as set forth on Schedule 3.10, and, only with respect to any third party, to the Company’s knowledge, there There has not occurred any event by the Company which would constitute a breach of or default in the performance of any covenant, agreement or condition contained in any Lease, nor has there occurred any event which with the passage of time or the giving of notice or both would constitute such a breach or default, except for breaches or defaults that are not material. There To the knowledge of the Stockholders, there is no current or pending event or circumstance that would permit the termination of any of the Leases or the increase of any obligations, liabilities or restrictions of the Company under the Leases, except for . The Company is not obligated to pay any rental increase as set forth in leasing or brokerage commission relating to any Lease that has not already been paid and has no obligation to pay any leasing or brokerage commission upon the terms renewal of any such Lease. Except as set forth on Schedule 3.10, no No construction, alteration or other leasehold improvement work with respect to any of the Leases remains to be paid for or to be performed by the Company. The Except for the security deposit required by the terms of the Leases, the Company does not have any has no obligations to provide deposits, letters of credit or other credit enhancements to retain its rights under the Leases or otherwise operate its business at the Leased Real Properties except as set forth in Schedule 3.10Properties. (b) The Company presently enjoys peaceful and undisturbed possession of its Leased Real Property sufficient for current use and operations. Neither the Company nor Landlord have the Stockholders nor, to the knowledge of the Stockholders or the Company, any landlord of Leased Real Property has received written notice of any material eminent domain, condemnation or other similar proceedings pending or threatened against the Company or Landlord with respect to, or otherwise affecting any portion of, the Leased Real Property. The current use of the Leased Real Property in by the conduct of the Company’s business Company does not violate any LeaseLease in any material respect. Except as set forth on Schedule 3.10, and, only with respect to any third party5.10 of the Disclosure Schedules, to the Company’s knowledgeknowledge of the Stockholders, there the Company is no not in violation of any covenant, condition, restriction, easement or order of any governmental authority Governmental Authority having jurisdiction over the Leased Real Property or the use or occupancy thereof, except for such violations as would not materially interfere with the continued use and operations of the property to which they relate or materially adversely affect the value thereof for its current use. Except as set forth on Schedule 3.105.10 of the Disclosure Schedules, to the knowledge of the Stockholders, the Leased Real Property is in compliance in all material respects with all applicable building, zoning, subdivision, health and safety safety, and other land use and similar applicable laws, rules rules, and regulations, permits, licenses licenses, and certificates of occupancy affecting the Leased Real Property, and neither the Company nor the Principal Stockholders nor, to the knowledge of the Stockholders or Landlord have the Company, any landlord of Leased Real Property has received any written notice of any violation or claimed violation by any of them of any such laws, rules and regulations with respect to the Leased Real Property which have not been resolved or for which any obligation of the Company remains to be fulfilled, including but not limited to payments of monetary damages, fines or penalties, or completion of any remedial or corrective measures. Except as set forth on Schedule 3.105.10 of the Disclosure Schedules, to the knowledge of the Stockholders, the Leased Real Property is adequately served by proper utilities, sufficient parking and other building services necessary for its current use and for compliance with all applicable laws, rules, regulations, permits, licenses licenses, and certificates of occupancy. (c) The Principal holds all legal, equitable and beneficial interests in the Landlord.

Leases; Leased Real Property. (a) Section 3.16 of the Disclosure Schedule 3.10 sets forth a true, correct and complete list of all written leases, licenses, permits, subleases and occupancy agreements, together with all amendments and supplements thereto, with respect to all real property in which the Company or oral leases its Subsidiaries have a leasehold interest, whether as lessor, sublessor, licensor, lessee, sublessee or licensee (each, a “Lease” and subleases (collectively, the “Leases”) of real ; the property to covered by Leases under which the Company or a Subsidiary is a party (collectively, lessee is referred to herein as the “Leased Real Property”). The Company does not operate its business at any location other than those listed as Leased Real Properties on Schedule 3.10. Truehas furnished true, correct and complete copies of all Leases to Parent. No option has been exercised under any of such Leases, except options whose exercise has been evidenced by a written document, a true, complete and all amendments, modifications and supplemental agreements thereto have previously accurate copy of which has been delivered by to Parent with the Company to Buyer. The Leases are corresponding Lease. (b) Each Lease is in full force and effect and are is valid, binding and enforceable against obligation of the Company or its Subsidiaries and, to the knowledge Knowledge of the Company, a valid, binding and enforceable obligation of each of the other parties thereto, party thereto in accordance with their its respective terms and, except as set forth on Schedule 3.10, have not and no Lease has been modified or amended since except pursuant to an amendment referred to on Section 3.16 of the date Disclosure Schedule. To the Company’s Knowledge, neither the Company, its Subsidiaries nor any other party to a Lease has given to the other party written notice of delivery or has made a claim with respect to Buyer. No party any material breach or default of or with respect to any Lease has sent written notice to which remains uncured. None of the other claiming that such party Company or any of its Subsidiaries is in default thereunder of any material obligation of the Company or Subsidiary, as applicable, under any Lease and, to the Knowledge of the Company, no other party to a Lease is in material default of its obligations thereunder. Each such Lease will continue to be legal, valid, binding, enforceable and that such default remains uncured. in full force and effect against the Company or its Subsidiaries, as applicable, and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately before the Closing, subject to the Enforceability Exceptions. (c) Except as set forth on Schedule 3.10Section 3.16(c) of the Disclosure Schedule, and, only with respect none of the Leased Real Property is subject to any third partysublease, license or other agreement to which the Company or its Subsidiaries is a party granting to any Person or entity any right to the use, occupancy or enjoyment of such property or any portion thereof. To the Company’s knowledge, there has not occurred any event which would constitute a breach of or default in the performance of any covenant, agreement or condition contained in any Lease, nor has there occurred any event which with the passage of time or the giving of notice or both would constitute such a breach or default, except for breaches or defaults that are not material. There is no current or pending event or circumstance that would permit the termination of any of the Leases or the increase of any obligations, liabilities or restrictions of the Company under the Leases, except for any rental increase as set forth in the terms of any such Lease. Except as set forth on Schedule 3.10, no construction, alteration or other leasehold improvement work with respect to any of the Leases remains to be paid for or to be performed by the Company. The Company does not have any obligations to provide deposits, letters of credit or other credit enhancements to retain its rights under the Leases or otherwise operate its business at the Leased Real Properties except as set forth in Schedule 3.10. (b) The Company presently enjoys peaceful and undisturbed possession of its Leased Real Property sufficient for current use and operations. Neither the Company nor Landlord have received written notice of any material eminent domain, condemnation or other similar proceedings pending or threatened against the Company or Landlord with respect to, or otherwise affecting any portion ofKnowledge, the Leased Real Property. The current use of , all improvements thereon and thereto owned by the Leased Real Property in Company or its Subsidiaries, and the conduct of operations therein conducted by the Company’s business does not violate any Lease. Except as set forth on Schedule 3.10Company or its Subsidiaries, and, only with respect conform to any third party, to the Company’s knowledge, there is no violation of any covenant, condition, restriction, easement or order of any governmental authority having jurisdiction over the Leased Real Property or the use or occupancy thereof, except for such violations as would not materially interfere with the continued use and operations of the property to which they relate or materially adversely affect the value thereof for its current use. Except as set forth on Schedule 3.10, the Leased Real Property is in compliance comply in all material respects with all applicable buildinghealth, zoningfire, subdivisioninsurance, health safety, zoning and safety building Laws, ordinances and administrative regulations, Permits and other land use and similar applicable lawsregulations (including, rules and regulationswithout limitation, permits, licenses and certificates of occupancy affecting the Leased Real PropertyAmericans with Disabilities Act), and neither the Company nor the Principal or Landlord have any Subsidiary has received any written notice from any Governmental Entity to the contrary which remains uncured. (d) The Leased Real Property is in good operating condition and repair (subject to normal wear and tear) and is suitable for the purposes for which it is currently used. (e) There are no guaranties (from the Company, its Subsidiaries or from any other Person) in favor of the lessors of any violation or claimed violation by any of them of any such laws, rules and regulations with respect to the Leased Real Property which have not been resolved or for which any obligation of the Company remains to be fulfilled, including but not limited to payments of monetary damages, fines or penalties, or completion of any remedial or corrective measures. Property. (f) Except as set forth on Schedule 3.10Section 3.16 of the Disclosure Schedule, neither the Company nor any Subsidiary has sold, assigned, transferred, pledged or encumbered all or any part of its respective leasehold interests in the Leased Real Property is adequately served by proper utilities, sufficient parking and other building services necessary for its current use and for compliance with all applicable laws, rules, regulations, permits, licenses and certificates of occupancyProperty. (cg) The Principal holds all legal, equitable and beneficial interests in No security deposits are currently held by the LandlordCompany or its Subsidiaries or otherwise owed to the tenants under the Leases.

Leases; Leased Real Property. (a) Schedule 3.10 sets forth a true, correct and complete list of all written or oral leases and subleases (the “Leases”) of real property to which the Company is a party (collectively, the “Leased Real Property”). The Company does not operate its business at any location other than those listed as Leased Real Properties on Schedule 3.10. True, correct and complete copies of all Leases and all amendments, modifications and supplemental agreements thereto have previously been delivered by the Company to Buyer. The Leases are in full force and effect and are binding and enforceable against the Company and, to the knowledge of the CompanyCompany and each of the Partners, each of the other parties thereto, in accordance with their respective terms and, except as set forth on Schedule 3.10, have not been modified or amended since the date of delivery to Buyer. No party to any Lease has sent written notice to the other claiming that such party is in default thereunder and that such default remains uncured. Except as set forth on Schedule 3.10, and, only with respect to any third party, to the Company’s knowledge, there has not occurred any event which would constitute a breach of or default in the performance of any covenant, agreement or condition contained in any Lease, nor has there occurred any event which with the passage of time or the giving of notice or both would constitute such a breach or default, except for breaches or defaults that are not material. There is no current or pending event or circumstance that would permit the termination of any of the Leases or the increase of any obligations, liabilities or restrictions of the Company under the Leases, except for any rental increase as set forth in the terms of any such Lease. Except as set forth on Schedule 3.10, no construction, alteration or other leasehold improvement work with respect to any of the Leases remains to be paid for or to be performed by the Company. The Company does not have any obligations to provide deposits, letters of credit or other credit enhancements to retain its rights under the Leases or otherwise operate its business at the Leased Real Properties except as set forth in Schedule 3.10Properties. (b) The Company presently enjoys peaceful and undisturbed possession of its Leased Real Property sufficient for current use and operations. Neither the Company nor Landlord have any of the Partners or Lombard has received written notice of any material eminent domain, condemnation or other similar proceedings pending or threatened against the Company or Landlord Lombard with respect to, or otherwise affecting any portion of, the Leased Real Property. The current use of the Leased Real Property in the conduct of the Company’s business does not violate any Lease. Except as set forth on Schedule 3.10, and, only with respect to any third party, to the Company’s knowledge, there is no violation of any covenant, condition, restriction, easement or order of any governmental authority Governmental Authority having jurisdiction over the Leased Real Property or the use or occupancy thereof, except for such violations as would not materially interfere with the continued use and operations of the property to which they relate or materially adversely affect the value thereof for its current use. Except as set forth on Schedule 3.10, the Leased Real Property is in compliance in all material respects with all applicable building, zoning, subdivision, health and safety and other land use and similar applicable laws, rules and regulations, permits, licenses and Laws (including certificates of occupancy occupancy) affecting the Leased Real Property, and neither the Company nor any of the Principal Partners or Landlord Lombard have received any notice of any violation or claimed violation by any of them of any such laws, rules and regulations Laws with respect to the Leased Real Property which have not been resolved or for which any obligation of the Company remains to be fulfilled, including but not limited to payments of monetary damages, fines or penalties, or completion of any remedial or corrective measures. Except as set forth on Schedule 3.10, the Leased Real Property is adequately served by proper utilities, sufficient parking and other building services necessary for its current use and for compliance with all applicable laws, rules, regulations, permits, licenses and Laws (including certificates of occupancy). (c) The Principal holds Bala Plaza, Inc. (“Owner”) has leased the Leased Real Property to Promisor, Inc. who has subleased such real property to Lombard who further subleased such real property to Petro Steel (the Lease governing such Leased Real Property, being the “Affiliate Lease”). Xx. Xxxxxx and Xx. Xxxxxxxxxx together hold all legal, equitable and beneficial interests in the LandlordLombard.

Leases; Leased Real Property. (ai) Schedule 3.10 5(g) sets forth a true, correct and complete list of all written or oral leases and subleases (the “Leases”) of real property to which the Company is a party (collectively, the “Leased Real Property”). The Company Seller does not currently operate its business the Business at any location other than those listed as Leased Real Properties on Schedule 3.10Properties. True, correct and complete copies of all Leases and all amendments, modifications and supplemental agreements thereto have previously been delivered or made available by the Company Seller to Buyer. The Leases are Except as disclosed in full force Schedule 5(g), each Lease is a valid and effect and are binding and enforceable against the Company obligation of Seller and, to the knowledge of the CompanySeller, each of the other parties thereto, is in accordance with their respective terms and, except as set forth on Schedule 3.10, have not been modified or amended since the date of delivery to Buyerfull force and effect. No party to any Lease has sent written notice to the other claiming that such party is in default thereunder and that such default remains uncured. Except as set forth on disclosed in Schedule 3.105(g), andSeller or one of its Subsidiaries, only as applicable, has performed all material obligations required to be performed by it to date under the Leases and is not (with respect to any third party, to or without the Company’s knowledge, there has not occurred any event which would constitute a breach of or default in the performance of any covenant, agreement or condition contained in any Lease, nor has there occurred any event which with the passage lapse of time or the giving of notice notice, or both would constitute such a both) in breach or defaultdefault in any material respect thereunder, except for breaches failures to perform or defaults that are not material. There is no current any such breach or pending event or circumstance default that would permit the termination of any of the Leases or the increase of any obligations, liabilities or restrictions of the Company under the Leases, except for any rental increase as set forth in the terms of any such Leasenot have a Material Adverse Effect. Except as set forth on Schedule 3.105(g), no construction, alteration or other leasehold improvement work with respect to any of the Leases remains to be paid for or to be performed by the CompanySeller. The Company does not have any Seller has no obligations to provide deposits, letters of credit or other credit enhancements to retain its rights under the Leases or otherwise operate its business the Business at the Leased Real Properties except as set forth in Schedule 3.10Properties. (bii) The Company To the knowledge of Seller, Seller presently enjoys peaceful and undisturbed possession of its Leased Real Property sufficient for current use and operations. Neither the Company nor Landlord have Seller has not received written notice of any material eminent domain, condemnation or other similar proceedings pending or threatened against the Company Seller or Landlord a landlord with respect to, or otherwise affecting any portion of, the Leased Real Property. The current use of the Leased Real Property in the conduct of the Company’s business Business does not violate any LeaseLease in any material respect. Except as set forth on Schedule 3.10, and, only with respect to any third party, to the Company’s knowledge5(g), there is no violation of any covenant, condition, restriction, easement or order of any governmental authority having jurisdiction over the Leased Real Property or the use or occupancy thereof, except for such violations as would not materially interfere with the continued use and operations of the property to which they relate or materially adversely affect the value thereof for its current use. Except as set forth on Schedule 3.105(g), the Leased Real Property is in compliance in all material respects with all applicable building, zoning, subdivision, health and safety and other land use and similar applicable laws, rules and regulations, permits, licenses and certificates of occupancy affecting the Leased Real Property, and neither the Company nor the Principal or Landlord have Seller has not received any written notice of any violation or claimed violation by any of them of any such laws, rules and regulations with respect to the Leased Real Property which have not been resolved or for which any obligation of the Company Seller remains to be fulfilled, including but not limited to payments of monetary damages, fines or penalties, or completion of any remedial or corrective measures. Except as set forth on Schedule 3.10, the Leased Real Property is adequately served by proper utilities, sufficient parking and other building services necessary for its current use and for compliance with all applicable laws, rules, regulations, permits, licenses and certificates of occupancy. (c) The Principal holds all legal, equitable and beneficial interests in the Landlord.