Common use of Leased Real Property Clause in Contracts

Leased Real Property. Section 3.15(a)(i) of the Company Disclosure Schedule contains a list and brief description of all leases, subleases, licenses and other occupancy agreements (the “Leases”) which are individually or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to which the Company or any of its Subsidiaries leases real property as tenant (the “Leased Real Property”) and the Company has made available to Parent a true and complete copy of each such Lease. Except as set forth in Section 3.15(a)(ii) of the Company Disclosure Schedule, with respect to each of the Leases, (i) such Lease is in full force and effect and constitutes a legal, valid and binding obligation of the Company or its applicable Subsidiary and to the knowledge of the Company, the other parties thereto, (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in the Leased Real Property pursuant to such Lease, (iii) to the knowledge of the Company there are no defaults (or any conditions or events that, after notice or the lapse of time or both, would constitute a default) under the Lease or disputes under such Lease, which default or adverse resolution of such dispute would reasonably be expected to result in a Company Material Adverse Effect and (iv) the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except to the extent as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

Leased Real Property. Section 3.15(a)(i3.13(b) of the Company Disclosure Schedule Letter contains a true, correct and complete list and brief description of (i) all leasesof the real property that is leased, subleasessubleased, licenses and other occupancy agreements (the “Leases”) which are individually licensed or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) otherwise used or Esmark Steel Services Groupoccupied by, Inc. (and its consolidated Subsidiaries) and pursuant to which the Company or any of its Subsidiaries leases real property as tenant (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent a true true, correct and complete copy copies of each all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. Except The Company and/or one of its Subsidiaries, as set forth in Section 3.15(a)(ii) of the Company Disclosure Schedulecase may be, with respect to each of the Leases, (i) such Lease is in full force have and effect and constitutes a legalown good, valid and binding obligation of the Company or its applicable Subsidiary and to the knowledge of the Company, the other parties thereto, (ii) the Company or its applicable Subsidiary has a good and valid subsisting leasehold interest interests in the Leased Real Property pursuant to such under each Lease, (iii) subject to the knowledge of the Company there are no defaults (or any conditions or events that, after notice or the lapse of time or both, would constitute a default) under the Lease or disputes under such Lease, which default or adverse resolution proper authorization and execution of such dispute would reasonably Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be expected to result in a Company Material Adverse Effect and (iv) limited by the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases Enforceability Limitations, except to the extent as would not, individually or in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

Leased Real Property. Section 3.15(a)(i‎4.19(a) of the Company Disclosure Schedule contains Letter sets forth a list correct and brief description complete list, as of all leasesthe date of this Agreement, subleases, licenses and other occupancy agreements (of the “Leases”) which are individually or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to which the Company or any of its Subsidiaries leases real property as tenant (the “Leased Real Property”) and the Company has made available to Parent a true and complete copy of each such LeaseProperties. Except as set forth in Section 3.15(a)(ii‎4.19(a) of the Company Disclosure ScheduleLetter, with respect to each of the Leases, except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect: (i) such Lease is a valid and binding agreement of the Company or one or more of its Subsidiaries, on the one hand, and to the Knowledge of the Company, each other party thereto, on the other hand, and is in full force and effect and constitutes a legal, valid and binding obligation of the Company or enforceable in accordance with its applicable Subsidiary and to the knowledge of the Company, the other parties thereto, terms; (ii) the Company or its the applicable Subsidiary of the Company party to the respective Lease pertaining to the Company’s Material Leased Real Property has a good and valid leasehold interest in the Leased Real Property pursuant to under such LeaseLeases, free and clear of any Liens other than Permitted Liens and Liens; (iii) neither the Company nor any of its Subsidiaries, nor to the knowledge Knowledge of the Company there are Company, the counterparty thereto, is in breach or default in any material respect under any such Lease and no defaults (event has occurred or any conditions or events thatcircumstances exist which, after notice or with the lapse delivery of notice, the passage of time or both, would constitute a such breach or default) under , or permit the Lease termination, modification or disputes acceleration of rent under such Lease, which default (iv) all required security deposits have been paid to and, to the Knowledge of the Company, are being held by the applicable landlord in compliance with the applicable Lease and applicable Law; (v) as of the date of this Agreement, no material construction, alteration that would be anticipated to shut down operations of the Leased Real Properties for more than 2 days or adverse resolution other work due to be performed by any landlord pursuant to such Lease to ready the applicable premises for use by the tenant remains to be performed thereunder and all construction allowances or other sums to be paid to such tenant and all amounts owed by such tenant to outside contractors or other third parties for work performed by or at the request of such dispute tenant have been paid in full to the extent currently due and payable; and (vi) neither the Company nor any Affiliate has subleased any Leased Real Property, except for the Lessor Leases as of the date of this Agreement. As of the date of this Agreement, there is no pending or, to the Knowledge of the Company, threatened in writing appropriation, condemnation, eminent domain or similar Litigation, or sale or other disposition in lieu of condemnation, affecting the Leased Real Property that would reasonably be expected to result in a Company Material Adverse Effect and (iv) the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except to the extent as would notto, individually or in the aggregate, have a Company Material Adverse Effect. In the twelve (12) months prior to the date of this Agreement, there have been no casualty events affecting the Leased Real Property that would reasonably be expected to result to, individually or in the aggregate, have a Company Material Adverse Effect.

Leased Real Property. Section 3.15(a)(i4.16(a) of the Company Disclosure Schedule contains Letter sets forth a true, correct and complete list and brief description of all leases, subleases, licenses and other occupancy agreements (the “Leases”) which are individually or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to which the Company or any of its Subsidiaries leases real property as tenant (the “Leases for Leased Real Property”) , including, all applicable amendments, modifications, supplements, and the Company has made available to Parent a true and complete copy of each such Leasewaivers with respect thereto. Except as set forth in Section 3.15(a)(ii4.16(a) of the Company Disclosure ScheduleLetter, with respect to each of the Leases, : (i) such Lease is a valid and binding agreement of the Company or one or more of its Subsidiaries, on the one hand, and to the Knowledge of the Company, each other party thereto, on the other hand, and is in full force and effect and constitutes a legal, valid and binding obligation of the Company or enforceable in accordance with its applicable Subsidiary and to the knowledge of the Company, the other parties thereto, terms; (ii) the Company or its the applicable Subsidiary has a good and valid leasehold interest in of the Company party to the respective Lease pertaining to the Company’s Leased Real Property pursuant has good, valid and marketable title to the leasehold estate under such Lease, Leases free and clear of any Liens other than Permitted Liens; (iii) to no party other than the knowledge Company or the applicable Subsidiary of the Company there are no defaults (party to the respective Lease is in possession or occupancy of the applicable Leased Real Property or any conditions portion thereof; (iv) all consideration, rents, fees and payments due and owing pursuant to each Lease have been paid when due; and (v) neither the Company nor any of its Subsidiaries is in breach or events thatdefault in any material respect under any such Lease and no event has occurred or circumstances exist which, after notice or ​ with the lapse delivery of notice, the passage of time or both, would constitute a such breach or default) under , or permit the Lease termination, modification or disputes acceleration of rent under such Lease, which default or adverse resolution of such dispute would reasonably be expected to result in a Company Material Adverse Effect and (iv) the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except to the extent as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

Leased Real Property. Section 3.15(a)(i) of the Company Disclosure Schedule 3.7.2 contains a an accurate and complete list and brief description of all leases, subleases, licenses and other occupancy agreements (the “Leases”) which are individually or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant real property leases to which the Company is a party ("Real Property Leases"), including without limitation, any modification, amendment or supplement thereto and any of its Subsidiaries leases real property as tenant other related document or agreement executed or entered into by the Company (the “Leased including without limitation, any Real Property”) and Property Lease which the Company has made available subleased or assigned to Parent a true another Person and complete copy of each such Lease. Except as set forth in Section 3.15(a)(ii) of to which the Company Disclosure Schedule, with remains liable). With respect to each of Real Property Lease set forth on Schedule 3.7.2 (or required to be set forth on Schedule 3.7.2): (a) the Leases, (i) such Real Property Lease is valid, binding and in full force and effect effect; (b) all rents and constitutes a legaladditional rents and other sums, valid expenses and binding obligation charges due to date have been paid; (c) the lessee has been in peaceable possession since the commencement of the original term thereon (d) no waiver, indulgence or postponement of the lessee's obligations thereunder has been granted by the lessor; (e) there exists no default or event of default by the Company or its applicable Subsidiary and to the knowledge of the Company, the other parties thereto, (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in the Leased Real Property pursuant to such Lease, (iii) to the knowledge of the Company and the Stockholders, by any other party thereto; (f) there are exists no defaults occurrence, condition or act (or any conditions or events thatincluding the transactions contemplated hereunder) which, after notice or with the giving of notice, the lapse of time or boththe happening of any further event or condition, would constitute become a default) under the Lease or disputes under such Lease, which default or adverse resolution event of such dispute would reasonably be expected to result in a default by the Company Material Adverse Effect thereunder; and (ivg) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. The Company holds the leasehold estate on all Real Property Leases, free and clear of all Liens, except as set forth on Schedule 3.6 and the liens of mortgagees of the real property in which such leasehold estate is located. The real property leased by the Company is adequate and suitable for the purposes for which it is presently being used, and there are no material repair or restoration works likely to be required in connection with any of the leased real properties. The Company is in physical possession and actual and exclusive occupation of the whole of each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except leased properties. The Company does not owe any brokerage commission with respect to the extent as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effectany Real Property Lease.

Leased Real Property. The Company does not own any real property and the Company is not a party to or bound to any agreements to purchase or offers to purchase real property. Section 3.15(a)(i) 4.9 of the Company Disclosure Schedule contains Letter sets forth a list and brief description of all leases, subleases, licenses and other occupancy agreements (the “Leases”) which are individually or in the aggregate material real property leases relating to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to which real property interests leased by the Company or any of its Subsidiaries leases real property as tenant (the “Leased Real Property”) to which the Company is a party or is bound (together with any renewals and amendments thereto, the “Leases”). The Company has made available to Parent a true and complete copy Buyer copies of each such Leasethe Leases. Except as set forth disclosed in Section 3.15(a)(ii) 4.9 of the Company Disclosure Schedule, with respect to each of the LeasesLetter, (i) such Lease the Company is not a party to or bound to any tenancy agreements, subleases, agreements to lease or sublease, offers to lease or sublease, renewals of leases or subleases, storage agreements, parking agreements and other similar agreements, rights or licenses; (ii) each of the Leases is in full force and effect and constitutes a legaland, valid and binding obligation of the Company or its applicable Subsidiary and to the knowledge Knowledge of the Company, is enforceable against the other parties thereto, (ii) the Company or landlord party thereto in accordance with its applicable Subsidiary has a good and valid leasehold interest in the Leased Real Property pursuant to such Lease, terms; (iii) to the knowledge of there is no material (and the Company there are no defaults has not received written notice of any) default by the Company (or any conditions condition or events thatevent which, after notice or the lapse of time or both, would constitute a default) under any Lease and, to the Lease or disputes Knowledge of the Company, there is no material default by any landlord under such Lease, which default or adverse resolution any of such dispute would reasonably be expected to result in a Company Material Adverse Effect the Leases; and (iv) all rents and other payments due under the Leases have been paid in full by the Company. Except as disclosed in the Leases, there are no prepaid rents, security deposits or damage deposits from the Company. Except for any premises subject to a Lease which are subleased, licensed or otherwise not occupied by the Company and as listed in Section 4.9 of the Company Disclosure Letter, the Company is in occupation of the premises demised to the Company under each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except to the extent as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse EffectLeases.

Leased Real Property. As of the date of this Agreement, set forth in Section 3.15(a)(i4.20(a) of the Company Disclosure Schedule contains Letter is a complete list of the address and brief description of all leases, subleases, licenses and other occupancy agreements (the “Leases”) which are individually or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant each Real Property Lease to which the Company is a party (including the names of the lessor and lessee) for each leasehold or sub-leasehold estate in, or other right to use or occupy, any of its Subsidiaries leases real property as tenant land, buildings, structures or improvements (collectively, the “Leased Real Property”) and the ). The Company has delivered or made available to Parent a true the Purchaser true, correct and complete copy copies of each Real Property Lease (except for de minimis imperfections such Leaseas missing pages of a photocopy). Except as set forth in Section 3.15(a)(ii4.20(a) of the Company Disclosure ScheduleLetter, with respect to each of the Real Property Leases, (i) such each Real Property Lease is legal, valid, binding and enforceable against the Company and, to the Knowledge of the Company, the landlord thereunder, is in full force and effect effect, and constitutes a legal, valid and binding obligation has not been amended or modified (except to the extent disclosed in Section 4.20(a) of the Company or its applicable Subsidiary and Disclosure Letter); (ii) none of the Company nor, to the knowledge Knowledge of the Company, the any other parties thereto, (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in the Leased party to any Real Property pursuant to such LeaseLease is in breach or default under any Real Property Lease and no event has occurred or circumstance exists which, (iii) to with the knowledge delivery of the Company there are no defaults (or any conditions or events thatnotice, after notice or the lapse passage of time or both, both would constitute a default) under the breach of any Real Property Lease except in each such case where such breach or disputes under such Lease, which default or adverse resolution of such dispute would reasonably be expected to result in a Company Material Adverse Effect and (iv) the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except to the extent as would not, individually or in the aggregate, reasonably be expected materially adverse to result the Company; and (iii) the Company has a good and valid leasehold interest in a Company Material Adverse Effectall Leased Real Property, free and clear of all encumbrances and Liens (other than Permitted Liens) and such interest has not been assigned.

Leased Real Property. Section 3.15(a)(i3.14(b) of the Company Disclosure Schedule Letter contains a list true, correct and brief description complete list, as of the date of this Agreement, of all of the existing leases, subleases, licenses and or other occupancy agreements (the “Leases”) which are individually or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to which the Company or any of its Subsidiaries leases uses or occupies, or has the right to use or occupy any real property as tenant with such property subject to annual rent obligations in excess of $1,000,000 (such property, the “Leased Real Property”) ,” and the Company has made available to Parent a true and complete copy of each such lease, sublease or license (including any modifications, amendments, guaranties, exhibits, schedules and supplements thereto), a “Lease”). Except as set forth in Section 3.15(a)(ii) of the Company Disclosure Schedule, with respect to each of the Leases, (i) such Each Lease is in full force and effect and constitutes a legal, valid and is binding obligation of upon the Company or its applicable Subsidiary Subsidiary, as applicable, and to the knowledge Knowledge of the Company, the each other parties party thereto, (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in the Leased Real Property pursuant . With respect to such each Lease, (iii) to the knowledge of the Company there are no defaults (or any conditions or events that, after notice or the lapse of time or both, would constitute a default) under the Lease or disputes under such Lease, which default or adverse resolution of such dispute would reasonably be expected to result in a Company Material Adverse Effect and (iv) the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except to the extent as would not, individually or in the aggregate, reasonably be expected to result in not have a Company Material Adverse Effect, (i) there are no material disputes with respect to such Lease and none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other Person, is in breach or violation of, or default under, any Lease and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default under any Lease (with or without notice or lapse of time, or both), (ii) except as disclosed in this Agreement, the Company or one of its Subsidiaries has not collaterally assigned or granted any security interest in such Lease or any interest therein, and (iii) the Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens).

Leased Real Property. (i) Set forth in Section 3.15(a)(i3.21(b)(i) of the Company Disclosure Schedule contains Letter is a list of the leases under which the Company or any Subsidiary of the Company are lessees, together with all amendments supplements, non-disturbance agreements and brief description of all leases, subleases, licenses and any other occupancy agreements material documents pertaining thereto (the “Leases”), including the address of each leased real property (the real property leased pursuant to the Leases being referred to herein as the “Leased Real Property”). True and correct copies of such Leases have been made available to Parent. True, accurate and correct copies of the Leases have been provided to the Parent. (ii) which are individually The Company or a Subsidiary of the Company, as applicable, has a valid and enforceable leasehold interest in, all Leased Real Property. Subject to the respective terms and conditions in the aggregate material Leases, the Company or a Subsidiary of the Company is the sole legal and equitable owner of the leasehold interest in the Leased Real Property, and there are no Liens on such leasehold interest in the Leased Real Property, except for Permitted Liens and those matters set forth on Section 3.21(b)(ii) of the Company Disclosure Letter. (iii) Except as disclosed in Section 3.21(b)(iii) of the Company Disclosure Letter, each of the Leases is, subject to the business Enforceability Exceptions, valid binding and in full force and effect. None of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to which the Company or any of its Subsidiaries leases real property as tenant (the “Leased Real Property”) and is in breach or default under any Lease in any material respect. Neither the Company has made available to Parent a true and complete copy of each such Lease. Except as set forth in Section 3.15(a)(ii) of the Company Disclosure Schedule, with respect to each of the Leases, (i) such Lease is in full force and effect and constitutes a legal, valid and binding obligation of the Company or its applicable Subsidiary and to the knowledge of the Company, the other parties thereto, (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in the Leased Real Property pursuant to such Lease, (iii) to the knowledge of the Company there are no defaults (or nor any conditions or events that, after notice or the lapse of time or both, would constitute a default) under the Lease or disputes under such Lease, which default or adverse resolution of such dispute would reasonably be expected to result in a Company Material Adverse Effect and (iv) the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession has received any notice of termination from any lessor under all Leases except to the extent as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effectany Lease.

Leased Real Property. Section 3.15(a)(i(a) of the Company Disclosure Schedule 3.7(a) contains a list complete and brief accurate description of all Leased Real Property (i) leased by the Seller in connection with the Seller Services, HM5000 Retained Business or Business or the Acquired Assets, or (ii) necessary for the conduct of the Seller Services, HM5000 Retained Business or Business after the Closing substantially in the same manner as conducted prior to the Closing except as provided herein, in the Transition Services Agreement or any other document contemplated hereby (collectively, the "Seller's Leased Real Property"). (b) With respect to each item of the Seller's Leased Real Property: (i) true and complete copies of all Contracts relating to the Seller's Leased Real Property (or summaries if oral leases) have been provided to the Buyer; (ii) the Seller has a valid and existing lease or sublease for each property subsumed within the Seller's Leased Real Property, subleasesfree and clear of all Liens, licenses other than the Permitted Liens and subject to the Third Party Consents; and (iii) all Contracts covering any of the Seller's Leased Real Property are valid and enforceable in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency and other occupancy agreements similar laws affecting the enforcement of creditors' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), are in full force and effect, and there is not under any such Contract any default by the “Leases”) which are individually or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to which the Company Seller or any of its Subsidiaries leases real property as tenant (the “Leased Real Property”) and the Company has made available to Parent a true and complete copy of each such Lease. Except as set forth in Section 3.15(a)(ii) of the Company Disclosure ScheduleAffiliates or, with respect to each of the Leases, (i) such Lease is in full force and effect and constitutes a legal, valid and binding obligation of the Company or its applicable Subsidiary and to the knowledge of the CompanySeller's Knowledge, the any other parties theretoPerson under any such Contract, (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in the Leased Real Property pursuant to such Lease, (iii) to the knowledge of the Company there are no defaults (or any conditions condition, event or events that, after act which would constitute such a default with the giving of notice or the lapse passage of time time, or both, would constitute a default) under the Lease or disputes under such Lease, which default or adverse resolution of such dispute would reasonably be expected to result in a Company Material Adverse Effect and (iv) the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except to the extent as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

Leased Real Property. Section 3.15(a)(i4.12(b) of the Company Disclosure Schedule contains a list and brief description of all leasesleases and subleases (collectively, subleases, licenses and other occupancy agreements (the “Real Property Leases”) which are individually or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to under which the Company or any of its Subsidiaries leases real property as tenant or, to the Knowledge of the Company, any of the Joint Ventures is either lessor or lessee (the “Company-Leased Real Property”) and the ). The Company has heretofor made available to Parent a the Buyer true and complete copy copies of each Real Property Lease. To the Knowledge of the Company, (i) all Real Property Leases are valid and binding Contracts of the Company or one of its Subsidiaries or Joint Ventures, and are in full force and effect (except for those that have terminated or will terminate by their own terms), in each case, except where such Leasefailure to be valid, binding or in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any of the Joint Ventures, nor any other party thereto, is in violation or breach of or default (or with notice or lapse of time, or both, would be in violation or breach of or default) under the terms of any such Contract, in each case, except where such default would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as set forth in on Section 3.15(a)(ii4.12(b) of the Company Disclosure Schedule, with respect to each of the LeasesCompany, (i) such Lease is in full force and effect and constitutes a legalits Subsidiaries and, valid and binding obligation of the Company or its applicable Subsidiary and to the knowledge Knowledge of the Company, the other parties theretoJoint Ventures have not subleased, (ii) licensed or otherwise granted any Person the Company right to use or its applicable Subsidiary has a good and valid leasehold interest in the occupy such Company-Leased Real Property pursuant to such Lease, (iii) to the knowledge of the Company there are no defaults (or any conditions or events that, after notice or the lapse of time or both, would constitute a default) under the Lease or disputes under such Lease, which default or adverse resolution of such dispute would reasonably be expected to result in a Company Material Adverse Effect and (iv) the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except to the extent as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effectportion thereof.

Leased Real Property. Section 3.15(a)(i3.14(b) of the Company Disclosure Schedule Letter contains a list true, correct and brief description complete list, as of the date of this Agreement, of all of the existing leases, subleases, licenses and or other occupancy agreements (the “Leases”) which are individually or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to which the Company or any of its Subsidiaries leases uses or occupies, or has the right to use or occupy, now or in the future, any real property as tenant in excess of 50,000 square feet (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease”) and the ). The Company has made available to Parent a true true, correct and complete copy copies of each such Leaseall Leases (including all material modifications and amendments thereto). Except as set forth in Section 3.15(a)(ii) of the would not have a Company Disclosure Schedule, with respect to each of the LeasesMaterial Adverse Effect, (i) the Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all liens (other than Permitted Liens); (ii) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries is in breach of or default pursuant to any Lease, nor does there exist a fact or circumstance that, with the passing of time or the giving of notice, would become a breach or default pursuant to any Lease or permit the termination, modification or acceleration of rent under such Lease; (iii) each Lease is legal, valid, binding, enforceable and in full force and effect and constitutes a legaleffect, valid and binding obligation of except as such enforceability may be limited by the Company or its applicable Subsidiary and to the knowledge of the Company, the other parties thereto, (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in the Leased Real Property pursuant to such Lease, (iii) to the knowledge of the Company there are no defaults (or any conditions or events that, after notice or the lapse of time or both, would constitute a default) under the Lease or disputes under such Lease, which default or adverse resolution of such dispute would reasonably be expected to result in a Company Material Adverse Effect and Enforceability Limitations; (iv) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy any material portion of such Leased Real Property; and each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except to (v) the extent as would not, individually Company has not collaterally assigned or granted any other security interest in the aggregate, reasonably be expected to result in a Company Material Adverse Effectsuch Lease or any interest therein.

Leased Real Property. Section 3.15(a)(i3.14(b) of the Company Disclosure Schedule Letter contains a list true, correct and brief description complete list, as of the date of this Agreement, of all of the existing leases, subleases, licenses and or other occupancy agreements (the “Leases”) which are individually or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to which the Company or any of its Subsidiaries leases uses or occupies, or has the right to use or occupy any real property as tenant with such property subject to annual rent obligations in excess of $2,500,000 (such property, the “Leased Real Property”) ,” and the Company has made available to Parent a true and complete copy of each such lease, sublease or license (including any modifications, amendments, guaranties, exhibits, schedules and supplements thereto), a “Lease”). Except as set forth in Section 3.15(a)(ii) of the Company Disclosure Schedule, with respect to each of the Leases, (i) such Each Lease is in full force and effect and constitutes a legal, valid and is binding obligation of upon the Company or its applicable Subsidiary Subsidiary, as applicable, and to the knowledge Knowledge of the Company, the each other parties party thereto, (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in the Leased Real Property pursuant . With respect to such each Lease, (iii) to the knowledge of the Company there are no defaults (or any conditions or events that, after notice or the lapse of time or both, would constitute a default) under the Lease or disputes under such Lease, which default or adverse resolution of such dispute would reasonably be expected to result in a Company Material Adverse Effect and (iv) the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except to the extent as would not, individually or in the aggregate, reasonably be expected to result in not have a Company Material Adverse Effect, (i) there are no material disputes with respect to such Lease and none of the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other Person, is in breach or violation of, or default under, any Lease and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default under any Lease (with or without notice or lapse of time, or both), (ii) except as disclosed in this Agreement, the Company or one of its Subsidiaries has not collaterally assigned or granted any security interest in such Lease or any interest therein, and (iii) the Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens).

Leased Real Property. Section 3.15(a)(iSchedule 3.20(b) contains a complete and accurate list of all premises leased, subleased or licensed by the Company (the “Leased Premises”), as tenant, for the operation of the Company’s business, excluding the use of facilities of customers of the Company Disclosure Schedule contains a list in accordance with the Current Government Contracts and brief description use of home offices by employees of the Company in the Ordinary Course of Business of the Company (each an “Excluded Facility”) and of all leases, lease guaranties, subleases, licenses licenses, concessions and other occupancy agreements Contracts (the “Leases”written or oral) which are individually or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to which the Company or holds any of its Subsidiaries leases real property as tenant Leased Premises (including amendments, extensions and renewals) (collectively, the “Leased Real PropertyLeases”) and the ). The Company has made available to Parent the Purchaser a true true, correct and complete copy of each such Lease. Except as set forth in Section 3.15(a)(ii) of the Company Disclosure Schedule, with respect to each of the Leases, and in the case of any oral Lease, a written summary of the material terms of such Lease. The Leased Premises and the Excluded Facilities constitute all interests in real property currently owned, leased, used, occupied or currently held for use by the Company. The Leases (i) such Lease is in full force are valid, binding and effect and constitutes a legal, valid and binding obligation enforceable obligations of the Company or its applicable Subsidiary and and, to the knowledge Company’s Knowledge, of the Company, the other parties thereto, in accordance with their terms and are in full force and effect, except as enforceability may be limited by applicable bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles; and (ii) other than as set forth on Schedule 3.5, (A) the Company’s possession or quiet enjoyment of the Leased Premises under such Lease has not been disturbed in any material respect; (B) neither the Company nor, to the Company’s Knowledge, any other party to the Lease is in material breach or its applicable Subsidiary default under such Lease, and no event has occurred or circumstances exist which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a good and valid leasehold interest in material default thereunder by the Leased Real Property pursuant Company or, to the Company’s Knowledge, any other party to such Lease, (iii) to or permit the knowledge termination, modification or acceleration of the Company there are no defaults (or any conditions or events that, after notice or the lapse of time or both, would constitute a default) under the Lease or disputes rent under such Lease, which default or adverse resolution of such dispute would reasonably be expected to result in a Company Material Adverse Effect and ; (ivC) the Company has not subleased, licensed, or otherwise granted any Person the right to use or occupy such Leased Premises or any portion thereof; and each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except to (D) the extent as would not, individually Company has not collaterally assigned or granted any other security interest in the aggregate, reasonably be expected to result in a Company Material Adverse Effectsuch Lease or any interest therein.

Leased Real Property. Section 3.15(a)(i) Neither the Company nor any of its Subsidiaries owns any real property. The Company has not owned any real property since its inception, and to the best of the Company knowledge of the Company, without further investigation, none of the Subsidiaries have owned real property. The Disclosure Schedule contains a list and brief description of lists all leases, subleases, licenses and other occupancy agreements (the “Leases”) which are individually real property leased or in the aggregate material subleased to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to which the Company or any of its Subsidiaries leases as of the date of this Agreement and the name(s) of the Schools operated at that location (the "LEASED REAL PROPERTY"). Neither the Company nor any of its Subsidiaries uses any real property as tenant (other than the “Leased Real Property”) and the . The Company has made available to Parent a true true, correct and complete copy of each such Lease. Except as set forth in Section 3.15(a)(ii) copies of the Company Disclosure Scheduleleases and subleases (as amended to date) and other agreements for occupancy, including all amendments, extensions and other modifications thereto as of the date of this Agreement with respect to each of Leased Real Property (each, a "REAL PROPERTY LEASE" and, collectively, the Leases, (i) such "REAL PROPERTY LEASES"). Each Real Property Lease is legal, valid, binding and enforceable, and in full force and effect and constitutes a legal, valid and binding obligation of the Company or its applicable Subsidiary and to the knowledge of the Company, the other parties thereto, (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in the Leased effect. There does not exist under any Real Property pursuant to such Lease, (iii) to the knowledge Lease any event of the Company there are no defaults (default or any conditions event or events condition that, after notice or the lapse of time or both, would constitute a default) under , violation, breach or event of default thereunder on the Lease or disputes under such Lease, which default or adverse resolution part of such dispute would reasonably be expected to result in a Company Material Adverse Effect and (iv) the Company and each or any of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except or, to the extent knowledge of the Company, any other party thereto. Other than as would not, individually or set out in the aggregateDisclosure Schedule, reasonably be expected to result neither the Company nor any of its Subsidiaries, as applicable, has assigned, transferred, conveyed, mortgaged, subleased, deeded in a Company Material Adverse Effecttrust or encumbered any of its interest in any of the Real Property Leases.

Leased Real Property. Section 3.15(a)(i3.14(b) of the Company Disclosure Schedule Letter contains a list true, correct and brief description complete list, as of the date of this Agreement, of all of the existing leases, subleases, licenses and or other occupancy agreements (the “Leases”) which are individually or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to which the Company or any of its Subsidiaries leases uses or occupies, or has the right to use or occupy, now or in the future, any real property as tenant in excess of 20,000 rentable square feet (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease”) and the ). The Company has made available to Parent a true true, correct and complete copy copies of each such Leaseall Leases (including all material modifications and amendments thereto). Except as set forth in Section 3.15(a)(ii) of the would not have a Company Disclosure ScheduleMaterial Adverse Effect, with respect to each of the LeasesLeased Real Property, (i) the Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all liens (other than Permitted Liens); (ii) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any counterparty to any Lease, is in breach of or default pursuant to any Lease, nor does there exist a fact or circumstance that, with the passing of time or the giving of notice, would become a breach or default pursuant to any Lease or permit the termination, modification or acceleration of rent under such Lease; (iii) each Lease is legal, valid, binding, enforceable and in full force and effect and constitutes a legaleffect, valid and binding obligation of except as such enforceability may be limited by the Company or its applicable Subsidiary and to the knowledge of the Company, the other parties thereto, (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in the Leased Real Property pursuant to such Lease, (iii) to the knowledge of the Company there are no defaults (or any conditions or events that, after notice or the lapse of time or both, would constitute a default) under the Lease or disputes under such Lease, which default or adverse resolution of such dispute would reasonably be expected to result in a Company Material Adverse Effect and Enforceability Limitations; (iv) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy any material portion of such Leased Real Property; and each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except to (v) the extent as would not, individually Company has not collaterally assigned or granted any other security interest in the aggregate, reasonably be expected to result in a Company Material Adverse Effectany such Lease or any interest therein.

Leased Real Property. Section 3.15(a)(iSchedule 4.11(b) sets forth the address of the Company Disclosure Schedule contains a list and brief description of all leases, subleases, licenses and other occupancy agreements (the “Leases”) which are individually or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to which the Company or any of its Subsidiaries leases real property as tenant (the “each Leased Real Property”) Property and the Company has made available to Parent a true and complete copy list of all Leases for each such LeaseLeased Real Property. Except as set forth in Section 3.15(a)(ii) of Schedule 4.11(b), neither the Company Disclosure Schedulenor its Subsidiary leases, subleased, licenses or occupies any real property not owned by the Company or its Subsidiary. Except as set forth in Schedule 4.11(b), with respect to each of the Leases, Leases for each Leased Real Property: (i) such Lease is in full force and effect and constitutes a legal, valid and binding obligation of the Company or its applicable Subsidiary and to the knowledge of the Company, the other parties thereto, (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in the Leased Real Property pursuant to which such Lease applies; (ii) such Lease is legal, valid, binding and enforceable in accordance with its terms and in full force and effect and has not been modified; (iii) the transactions contemplated hereby do not require the consent of any other party to such Lease and will not result in a breach of or default under such Lease, or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iiiiv) neither the Company nor its Subsidiary nor, to the knowledge Knowledge of the Company there are Shareholders, any other party to such Lease is in breach or default under such Lease and no defaults (event has occurred or any conditions or events thatcircumstance exists which, after notice or with the lapse delivery of notice, passage of time or both, would constitute such a default) under breach or default or permit the Lease termination, modification or disputes acceleration of rent under such Lease, ; (v) the Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Property to which such Lease applies has not been disturbed and there are no disputes with respect to such Lease; (vi) no security deposit or portion thereof has been applied in respect of a breach or default under such Lease that has not been redeposited in full; (vii) the other party to such Lease is not in any way affiliated with either the Company or adverse resolution of such dispute would reasonably be expected to result in a Company Material Adverse Effect its Subsidiary; and (ivviii) neither the Company and each of nor its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except to the extent as would not, individually Subsidiary has collaterally assigned or granted any security interest in the aggregate, reasonably be expected to result in a Company Material Adverse Effectsuch Lease or any interest therein.

Leased Real Property. Section 3.15(a)(i3.14(b) of the Company Disclosure Schedule Letter contains a list true, correct and brief description complete list, as of the date of this Agreement, of all of the existing leases, subleases, licenses and or other occupancy agreements (the “Leases”) which are individually or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to which the Company or any of its Subsidiaries leases leases, subleases, licenses, uses or occupies, or has the right to use or occupy, now or in the future, any real property as tenant in excess of 35,000 square feet (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease”) and the ). The Company has made available to Parent a true true, correct and complete copy copies of each such Leaseall Leases (including all material modifications and amendments thereto). Except as set forth in Section 3.15(a)(ii3.14(b) of the Company Disclosure ScheduleLetter, with respect to each of the Leasesthere are no subleases, (i) such Lease is in full force and effect and constitutes a legallicenses, valid and binding obligation of occupancy agreements or other contractual obligations by the Company or its applicable Subsidiary and to Subsidiaries that grant the knowledge right of the Company, the other parties thereto, (ii) the Company use or its applicable Subsidiary has a good and valid leasehold interest in the occupancy of any Leased Real Property pursuant in excess of 35,000 square feet to such Leaseany Person other than the Acquired Companies, (iii) to and there is no Person in possession of any Leased Real Property other than the knowledge of the Company there are no defaults (or any conditions or events that, after notice or the lapse of time or both, would constitute a default) under the Lease or disputes under such Lease, which default or adverse resolution of such dispute would reasonably be expected to result in a Company Material Adverse Effect and (iv) the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except to the extent Acquired Companies. Except as would not, individually or in the aggregate, reasonably be expected to result be material to the Company and the Subsidiaries of the Company taken as a whole, (i) the Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances (other than Permitted Encumbrances); (ii) neither the Company nor any of its Subsidiaries is in breach of or default pursuant to any Lease, nor, to the Knowledge of the Company, does there exist a fact or circumstance that, with the passing of time or the giving of notice, would become a breach or default pursuant to any Lease or permit the termination, modification or acceleration of rent under such Lease; (iii) each Lease is legal, valid, binding, enforceable and in full force and effect, except as such enforceability may be limited by the Enforceability Limitations; and (iv) the Company Material Adverse Effecthas not collaterally assigned or granted any other security interest in any such Lease or any interest therein.