Common use of Real Property Matters Clause in Contracts

Real Property Matters. (a) The Sellers shall provide to the Purchaser copies of the title commitment, title policies and surveys listed on Schedule 6.17(a) (the “Existing Title Information”) relating to the Real Property, and shall reasonably cooperate with the Purchaser to the extent the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) or surveys (“Surveys”) with respect to the Site, the Combined Dock Real Property Interests and the JWWTP Conveyed Real Property Interest. The Purchaser shall bear the cost of any Purchaser Title Policies. (b) The Parties acknowledge and agree that (i) the Real Property will be conveyed to the Purchaser at the Closing with reservations of easements, leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith (the “Seller Retained Easements”) and (ii) the Sellers will convey to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until the Closing, the Sellers and the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the Sellers. (c) With respect to the Land Farm Site, the Parties shall use good faith efforts to finalize prior to Closing an ownership agreement that provides for an allocation of costs in accordance with the JWWTP Agreements and provides for a waiver of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangement.

Real Property Matters. (a) The Sellers shall provide to the and Purchaser copies of the title commitment, title policies and surveys listed on Schedule 6.17(a) acknowledge that certain real properties (the “Existing Title InformationSubdivision Properties”) relating may need to be subdivided or otherwise legally partitioned in accordance with applicable Law (a “Required Subdivision”) so as to permit the affected Owned Real Property to be conveyed to Purchaser separate and apart from adjacent Excluded Real Property. Section 6.27 of the Sellers’ Disclosure Schedule contains a list of the Subdivision Properties that was determined based on the current list of Excluded Real Property. Section 6.27 of the Sellers’ Disclosure Schedule may be updated at any time prior to the Real PropertyClosing to either (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, and which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall reasonably pay for all costs incurred to complete all Required Subdivisions. Sellers shall cooperate in good faith with Purchaser in connection with the completion with all Required Subdivisions, including executing all required applications or other similar documents with Governmental Authorities. To the extent that any Required Subdivision for a Subdivision Property is not completed prior to Closing, then at Closing, Sellers shall lease to Purchaser only that portion of such Subdivision Property that constitutes Owned Real Property pursuant to the extent Master Lease Agreement (Subdivision Properties) substantially in the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies form attached hereto as Exhibit L (the “Purchaser Title PoliciesSubdivision Master Lease”) or surveys (“Surveys”) with respect ). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the SiteSubdivision Master Lease, the Combined Dock Subdivision Master Lease shall be terminated as to such Owned Real Property Interests and the JWWTP Conveyed such Owned Real Property Interest. The shall be conveyed to Purchaser shall bear the cost of any Purchaser Title Policiesby Quitclaim Deed for One Dollar ($1.00) in stated consideration. (b) Sellers and Purchaser acknowledge that the Saginaw Nodular Iron facility in Saginaw, Michigan (the “Saginaw Nodular Iron Land”) contains a wastewater treatment facility (the “Existing Saginaw Wastewater Facility”) and a landfill (the “Saginaw Landfill”) that currently serve the Owned Real Property commonly known as the GMPT - Saginaw Metal Casting facility (the “Saginaw Metal Casting Land”). The Parties acknowledge Saginaw Nodular Iron Land has been designated as an Excluded Real Property under Section 2.2(b)(v) of the Sellers’ Disclosure Schedule. At the Closing (or within sixty (60) days after the Closing with respect to the Saginaw Landfill), Sellers shall enter into one or more service agreements with one or more third party contractors (collectively, the “Saginaw Service Contracts”) to operate the Existing Saginaw Wastewater Facility and agree the Saginaw Landfill for the benefit of the Saginaw Metal Casting Land. The terms and conditions of the Saginaw Service Contracts shall be mutually acceptable to Purchaser and Sellers; provided that the term of each Saginaw Service Contract shall not extend beyond December 31, 2012, and Purchaser shall have the right to terminate any Saginaw Service Contract upon prior written notice of not less than forty-five (45) days. At any time during the term of the Saginaw Service Contracts, Purchaser may elect to purchase the Existing Saginaw Wastewater Facility, the Saginaw Landfill, or both, for One Dollar ($1.00) in stated consideration; provided that (i) Purchaser shall pay all costs and fees related to such purchase, including the Real Property will be conveyed costs of completing any Required Subdivision necessary to effectuate the Purchaser at the Closing with reservations terms of easementsthis Section 6.27(b), leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith (the “Seller Retained Easements”) and (ii) the Sellers will shall convey title to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until the ClosingExisting Saginaw Wastewater Facility, the Sellers and the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs Saginaw Landfill and/or such other portion of the Surveys. Such costs Saginaw Nodular Iron Land as is required by Purchaser to operate the Existing Saginaw Wastewater Facility and/or the Saginaw Landfill, including lagoons, but not any other portion of the Saginaw Nodular Iron Land, to Purchaser by quitclaim deed and (iii) Sellers shall grant Purchaser such easements for utilities over the portion of the Saginaw Nodular Iron Land retained by Sellers as may be borne 50% by required to operate the Purchaser and 50% by Existing Saginaw Wastewater Facility and/or the SellersSaginaw Landfill. (c) With respect Sellers and Purchaser acknowledge that access to certain Excluded Real Property owned by Sellers or other real properties owned by Excluded Entities and certain Owned Real Property that may hereafter be designated as Excluded Real Property on Section 2.2(b)(v) of the Sellers’ Disclosure Schedule (a “Landlocked Parcel”) is provided over land that is part of the Owned Real Property. To the extent that direct access to a public right-of-way is not obtained for any Landlocked Parcel by the Closing, then at Closing, Purchaser, in its sole election, shall for each such Landlocked Parcel either (i) grant an access easement over a mutually agreeable portion of the adjacent Owned Real Property for the benefit of the Landlocked Parcel until such time as the Landlocked Parcel obtains direct access to the Land Farm Sitepublic right-of-way, pursuant to the Parties terms of a mutually acceptable easement agreement, or (ii) convey to the owner of the affected Landlocked Parcel by quitclaim deed such portion of the adjacent Owned Real Property as is required to provide the Landlocked Parcel with direct access to a public right-of- way. (d) At and after Closing, Sellers and Purchasers shall cooperate in good faith to investigate and resolve all issues reasonably related to or arising in connection with Shared Executory Contracts that involve the provision of water, water treatment, electricity, fuel, gas, telephone and other utilities to both Owned Real Property and Excluded Real Property. (e) Parent shall use good faith reasonable best efforts to finalize prior cause the Willow Run Landlord to Closing execute, within thirty (30) days after the Closing, or at such later date as may be mutually agreed upon, an ownership agreement amendment to the Willow Run Lease which extends the term of the Willow Run Lease until December 31, 2010 with three (3) one-month options to extend, all at the current rental rate under the Willow Run Lease (the “Willow Run Lease Amendment”). In the event that provides for the Willow Run Lease Amendment is approved and executed by the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an allocation Assumable Executory Contract and Parent and Purchaser, or one of costs its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially in accordance with the JWWTP Agreements form attached hereto as Exhibit M (the “Assignment and provides for a waiver Assumption of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangementWillow Run Lease”).

Real Property Matters. (a) The Sellers shall provide to the and Purchaser copies of the title commitment, title policies and surveys listed on Schedule 6.17(a) acknowledge that certain real properties (the “Existing Title InformationSubdivision Properties”) relating may need to be subdivided or otherwise legally partitioned in accordance with applicable Law (a “Required Subdivision”) so as to permit the affected Owned Real Property to be conveyed to Purchaser separate and apart from adjacent Excluded Real Property. Section 6.27 of the Sellers’ Disclosure Schedule contains a list of the Subdivision Properties that was determined based on the current list of Excluded Real Property. Section 6.27 of the Sellers’ Disclosure Schedule may be updated at any time prior to the Real PropertyClosing to either (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, and which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall reasonably pay for all costs incurred to complete all Required Subdivisions. Sellers shall cooperate in good faith with Purchaser in connection with the completion with all Required Subdivisions, including executing all required applications or other similar documents with Governmental Authorities. To the extent that any Required Subdivision for a Subdivision Property is not completed prior to Closing, then at Closing, Sellers shall lease to Purchaser only that portion of such Subdivision Property that constitutes Owned Real Property pursuant to a mutually acceptable lease (the “Subdivision Master Lease”), which is consistent with the terms contained in the Subdivision Master Lease Term Sheet attached hereto as Exhibit L (the “Subdivision Master Lease Term Sheet”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the extent the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) or surveys (“Surveys”) with respect to the SiteSubdivision Master Lease, the Combined Dock Subdivision Master Lease shall be terminated as to such Owned Real Property Interests and the JWWTP Conveyed such Owned Real Property Interest. The shall be conveyed to Purchaser shall bear the cost of any Purchaser Title Policiesby Quitclaim Deed for One Dollar ($1.00) in stated consideration. (b) Sellers and Purchaser acknowledge that the Saginaw Nodular Iron facility in Saginaw, Michigan (the “Saginaw Nodular Iron Land”) contains a wastewater treatment facility (the “Existing Saginaw Wastewater Facility”) that currently services the adjacent Owned Real Property commonly known as the GMPT - Saginaw Metal Casting facility (the “Saginaw Metal Casting Land”). In the event that Purchaser designates the Saginaw Nodular Iron Land as an Excluded Real Property, between the date of this Agreement and the Closing, Purchaser shall investigate and inform Sellers as to whether Purchaser intends to construct a new wastewater treatment facility on the Saginaw Metal Casting Land. In the event that Purchaser informs Sellers of its intent to build a new wastewater treatment facility, then at Closing Sellers shall use reasonable best efforts to enter into a service agreement with a third party contractor (the “Saginaw Service Contract”) to operate the Existing Saginaw Wastewater Facility for the benefit of the Saginaw Metal Casting Land until such time as the new wastewater treatment facility is completed. The Parties acknowledge Saginaw Service Contract shall be on terms mutually acceptable to Sellers and agree Purchaser, provided that the term shall not extend beyond December 31, 2012. Purchaser shall pay all costs and fees under the Saginaw Service Contract. In the event that Purchaser elects not to build a new wastewater treatment facility, then upon completion of any Required Subdivision necessary to effectuate the terms of this 0(b), Sellers shall (i) the Real Property will be conveyed convey title to the Purchaser at the Closing with reservations of easements, leasehold rights, other surface use rights Existing Saginaw Wastewater Facility and rights-of-access in favor such portion of the Sellers providing for Saginaw Nodular Iron Land as is required by Purchaser to operate the locating Existing Saginaw Wastewater Facility, including lagoons, but not any other portion of and access the Saginaw Nodular Iron Land, to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained Purchaser by the Sellers from and after the Closing together with any pumps and other equipment associated therewith (the “Seller Retained Easements”) quitclaim deed and (ii) grant Purchaser such easements for utilities over the Sellers will convey to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until the Closing, the Sellers and the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs portion of the Surveys. Such costs shall Saginaw Nodular Iron Land retained by Sellers as may be borne 50% by required to operate the Purchaser and 50% by the SellersExisting Saginaw Wastewater Facility. (c) With respect Sellers and Purchaser acknowledge that access to certain Excluded Real Property owned by Sellers or other real properties owned by Excluded Entities and certain Owned Real Property that may hereafter be designated as Excluded Real Property on Section 2.2(b)(v) of the Sellers’ Disclosure Schedule (a “Landlocked Parcel”) is provided over land that is part of the Owned Real Property. To the extent that direct access to a public right-of-way is not obtained for any Landlocked Parcel by the Closing, then at Closing, Purchaser, in its sole election, shall for each such Landlocked Parcel either (i) grant an access easement over a mutually agreeable portion of the adjacent Owned Real Property for the benefit of the Landlocked Parcel until such time as the Landlocked Parcel obtains direct access to the Land Farm Sitepublic right-of-way, pursuant to the Parties terms of a mutually acceptable easement agreement, or (ii) convey to the owner of the affected Landlocked Parcel by quitclaim deed such portion of the adjacent Owned Real Property as is required to provide the Landlocked Parcel with direct access to a public right-of- way. (d) At and after Closing, Sellers and Purchasers shall use cooperate in good faith efforts to finalize prior investigate and resolve all issues reasonably related to Closing an ownership agreement or arising in connection with Shared Executory Contracts that provides for an allocation involve the provision of costs in accordance with the JWWTP Agreements and provides for a waiver of rights of partitionwater, accounting water treatment, electricity, fuel, gas, telephone and other similar rights inherent in a tenancy-in-common ownership arrangementutilities to both Owned Real Property and Excluded Real Property.

Real Property Matters. (a) The Sellers shall provide Seller has made available to the Purchaser Purchaser, copies of the all (i) title commitmentinformation in possession of Seller, including, but not limited to, title policies insurance policies, attorneys’ opinions on title, surveys, covenants, deeds, notes and surveys listed on Schedule 6.17(a) (the “Existing Title Information”) mortgages and easements relating to the Real Property; and (ii) reports, and shall reasonably cooperate with the Purchaser surveys, notices, correspondence or other information in Seller’s possession, which relate to the extent environmental condition of the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) Real Property or surveys (“Surveys”) with respect existing or potential violations of Law relating to the Site, the Combined Dock Real Property Interests environment and the JWWTP Conveyed Real Property Interest. The Purchaser shall bear the cost of any Purchaser Title Policieswhich has not been previously delivered. (b) The Parties acknowledge At its option and agree that expense, Purchaser may cause to be conducted during the period beginning on the date hereof and ending on the thirtieth (30th) day after the date of this Agreement (the “Due Diligence Period”) (i) a title examination, physical survey, zoning compliance review, and structural inspection of the Real Property will be conveyed to the Purchaser at the Closing with reservations of easements, leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith Improvements thereon (the “Seller Retained EasementsProperty Examination”) and (ii) site inspections, regulatory analyses, and Phase 1 environmental assessments of the Sellers will convey Real Property, together with such other studies and analyses as Purchaser shall deem necessary or desirable (collectively, the “Environmental Survey”). Purchaser agrees to indemnify and hold harmless Seller from damages resulting from injuries to any person or property from any cause arising out of the Purchaser at the Closing easementscommission or omission of any act or acts related to such inspections by Purchaser, leasehold rights, other surface rights and rights-of-access except to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until the Closing, the Sellers and the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the SellersSeller’s gross negligence or willful misconduct. (c) With If in the course of the Property Examination or Environmental Survey Purchaser discovers a “Material Defect” (as defined in Section 6.16(d) below) with respect to the Land Farm Siteany Real Property, the Parties Purchaser shall use good faith efforts give prompt written notice thereof to finalize Seller prior to or on the last day of the Due Diligence Period describing the facts or conditions constituting the Material Defect and the measures which Purchaser reasonably believes are necessary to correct such Material Defect. If Purchaser provides Seller with written notice of a Material Defect, Seller and Purchaser shall promptly discuss and seek to reach agreement as to an acceptable cure or other resolution of the asserted Material Defect. If Seller elects to cure, then Seller shall proceed with such cure and shall complete such cure by the Closing Date or such additional period as shall be agreed upon by Seller and Purchaser. If Seller elects not to cure or is not able to cure any Material Defect with respect to any Real Property by the Closing Date and Purchaser and Seller are otherwise unable to agree on how the Material Defect will be addressed in order to effect Closing on such Real Property, then Purchaser shall have the option exercisable upon written notice to Seller to (i) waive the Material Defect; or (ii) purchase the Assets (other than such Real Property) and assume the Assumed Deposits but lease such Real Property “as is” without any representation or warranty or any liability for existing environmental damage, maintenance, taxes or insurance for a period of up to twelve (12) months, on a month-by-month basis, at an ownership agreement annual rental rate equal to 8% of the appraised value of such Real Property and with other reasonable terms to be agreed upon by Seller and Purchaser; provided, however, that provides in the event Seller is able to cure any such Material Defect during such lease period, Purchaser shall purchase within ten (10) days after such cure such Real Property from Seller for an allocation of costs in accordance with the JWWTP Agreements and provides for a waiver of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangementamount equal to such Real Property’s appraised value as set forth on Schedule 2.1.

Real Property Matters. (a) The Sellers Transferor shall provide to the Purchaser Issuer with copies of the any existing title commitment, title insurance commitments or policies and surveys listed on Schedule 6.17(a) (the “Existing Title Information”) relating to the for each parcel of Owned Real Property. Issuer or GPI may, at its sole cost and shall reasonably cooperate expense through a national title company mutually agreed-upon with Transferor, obtain a preliminary title report and any applicable supporting documents, along with a commitment for an owner’s policy of title insurance with respect to each parcel of Owned Real Property (“Title Commitments”). If Issuer or GPI is not satisfied with the Purchaser to the extent the Purchaser seeks existing surveys produced or wishes to obtain a new survey for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) any parcel of Owned Real Property for any reason, Issuer or GPI may obtain updated ALTA surveys for one or more of the parcels of the Owned Real Property (“Surveys”) at its sole cost and expense. Upon receipt of any Title Commitments or Surveys, Issuer or GPI shall promptly furnish Transferor with respect a copy of the same. After Issuer’s review of the Title Commitments and Surveys (collectively, “Title Evidence”), Issuer shall have the right to deliver to Transferor written notice of any objections Issuer may have to matters shown on the Title Evidence that are materially adverse to the SiteTransferred Business and are not Permitted Encumbrances, and the parties shall thereafter reasonably cooperate to satisfy any such objections, it being understood that if such objections are not satisfied prior to the Closing Date, the Combined Dock Real Property Interests Closing shall nonetheless take place on the terms set forth herein and the JWWTP Conveyed Real Property Interest. The Purchaser parties thereafter shall bear the cost of continue to reasonably cooperate to satisfy any Purchaser Title Policiessuch objections. (b) The Parties acknowledge Notwithstanding anything herein to the contrary, but only to the extent Issuer or GPI provides Transferor with written notice of its objection to the same, at or prior to the Closing, Transferor shall be required to cure and agree that remove the following items encumbering any parcel of Owned Real Property: (i) the Real Property will be conveyed to the Purchaser at the Closing with reservations any mortgages, deeds of easementstrust or other Indebtedness, leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith (the “Seller Retained Easements”) and (ii) the Sellers will convey any mechanics’ or materialmen’s liens, (iii) any Tax liens, (iv) any financing statements, and (v) any monetary fine attached to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent necessary across lands owned any notice of violation posted by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until the Closing, the Sellers and the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the Sellersa Governmental Authority. (c) With respect to the Land Farm Site, the Parties shall use good faith efforts to finalize prior to Closing an ownership agreement that provides for an allocation of costs in accordance with the JWWTP Agreements and provides for a waiver of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangement.

Real Property Matters. (a) The Sellers shall provide Seller agrees to deliver to Purchaser, as soon as reasonably possible after the Purchaser execution of this Agreement but no later than ten (10) Business Days from the date of this Agreement, copies of the all (i) title commitmentinformation in possession of Seller, including, but not limited to, title policies insurance policies, attorneys’ opinions on title, surveys, covenants, deeds, notes and surveys listed on Schedule 6.17(a) (the “Existing Title Information”) mortgages and easements relating to the Real Property, and shall reasonably cooperate with the Purchaser (ii) reports, surveys, notices, correspondence or other information known to Seller that relate to the extent environmental condition of the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) Real Property or surveys (“Surveys”) with respect violations of laws or regulations relating to the Site, environment. Such delivery shall constitute no warranty by Seller as to the Combined Dock Real Property Interests and the JWWTP Conveyed Real Property Interest. The accuracy or completeness thereof or that Purchaser shall bear the cost of any Purchaser Title Policiesis entitled to rely thereon. (b) The Parties acknowledge At its option and agree that expense, Purchaser may cause to be conducted, within forty-five (45) calendar days after the date of this Agreement (the “Study Period”), (i) a title examination, physical survey, zoning compliance review, and structural inspection of the Owned Real Property will be conveyed to and Improvements thereon and, with the Purchaser at the Closing with reservations of easements, leasehold rights, other surface use rights and rights-of-access in favor consent of the Sellers providing for applicable lessors, the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith Leased Real Property (the “Seller Retained EasementsProperty Examination”) and (ii) site inspections, regulatory analyses and Phase I environmental assessments of the Sellers will convey to Owned Real Property, and, with the consent of the applicable lessors, the Leased Real Property, together with such other studies and analyses as Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent shall deem necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities or desirable (the “Additional Conveyed EasementsEnvironmental Survey”). From and after ; provided, however, that without the date hereof until prior written consent of Seller and, with respect to the ClosingLeased Real Property, the Sellers and the lessors thereof, Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easementsnot conduct any soil, together with the costs of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the Sellerssurface water or ground water sampling (“Intrusive Testing”). (c) With If in the course of the Property Examination or Environmental Survey Purchaser discovers a “Material Defect” (as defined in Subsection (d) below) with respect to the Land Farm SiteReal Property, Purchaser will give prompt written notice thereof to Seller (but in any event prior to 5:00 p.m. on the Parties last day of the Study Period) describing the facts or conditions constituting the Material Defect and the measures which Purchaser reasonably believes are necessary to correct such Material Defect. If Purchaser provides Seller with written notice of a Material Defect within the Study Period, then Seller and Purchaser shall use good faith efforts promptly discuss and seek to finalize reach agreement as to an acceptable cure or other resolution of the asserted Material Defect. Seller shall respond to Purchaser’s notice before 5:00 p.m. on the tenth (10th) Business Day after its receipt, advising Purchaser whether Seller elects to cure the Material Defect. If Seller elects to cure, then Seller shall proceed with such cure and shall complete such cure within thirty (30) calendar days thereafter or within such additional period as shall be agreed upon by Seller and Purchaser provided that completion of the cure shall be a condition to Purchaser’s obligation to close. If Seller elects not to cure or is not able to cure any Material Defect with respect to Owned Real Property and the Purchaser and Seller are otherwise unable to agree on how the Material Defect will be addressed in order to effect Closing on the Owned Real Property, or if Seller does not consent to any Intrusive Testing reasonably proposed by Purchaser with respect to the Owned Real Property, then Purchaser shall have the option exercisable upon written notice to Seller delivered at least ten (10) Business Days prior to Closing an ownership agreement that provides for an allocation of costs in accordance to (i) waive the Material Defect; or (ii) purchase the Assets (other than such Owned Real Property) and assume the Deposits associated with the JWWTP Agreements and provides affected Branch but, lease such Owned Real Property “as is” without any representation or warranty or liability for existing environmental damage, maintenance, Taxes or insurance for a waiver period of rights up to twelve (12) months, on a month-by-month basis, at a reasonable cost and with reasonable terms to be agreed upon by Seller and Purchaser, in order to allow for relocation of partitionthe business of such Branch to another facility. If Seller elects not to cure or is not able to cure any Material Defect with respect to Leased Real Property and the Purchaser and Seller are otherwise unable to agree on how the Material Defect will be addressed, accounting then Purchaser shall have the option not to assume the lease for such Leased Real Property or to purchase the assets and assume the liabilities of the Branch in question. (d) For purposes of this Agreement a “Material Defect” with regard to the Property Examination shall include: (i) the existence of any lien (other similar rights inherent than the lien of real property Taxes not yet due and payable), encumbrance, easement, covenant, or other restriction, title imperfection or title irregularity, or the existence of any facts or condition that constitutes a breach of Seller’s representations and warranties contained in Section 5.4 and 5.6 above, in any such case that Purchaser reasonably believes will materially affect its use of the Real Property for the purpose of the operation of a branch bank or materially affects the value or marketability of the Real Property; (ii) the encroachment by an improvement on the Real Property onto other property or onto any easement, a violation of any setback requirement, the encroachment of an improvement on any other property onto the Real Property, or the existence of a zoning restriction that does not permit use of the Real Property as a branch banking facility without grandfathering or variance and without site plan review or the construction of any additional improvements; or (iii) the existence of any structural defect or state of disrepair in the improvements on the Real Property (including any equipment, fixtures or other components related thereto) that Purchaser reasonably believes would cost at least $10,000 with respect to any one Branch or $50,000 in the aggregate for all of the Branches to repair or correct. For purposes of this Section 7.12, a “Material Defect” with regard to the Environmental Survey shall include the existence of facts or circumstances relating to a Branch demonstrating that any action, including the discharge, disposal, release, or emission by any person of any “Hazardous Material” (as defined below) detected in, on, or under the Real Property in a tenancyconcentration that violates any applicable Environmental Law (as defined below), has been taken or not taken, or a condition or event likely has occurred or exists, with respect to the Real Property which constitutes or would constitute a violation of any Environmental Law, as to which Purchaser reasonably believes, based on the advice of legal counsel or other consultants, that Purchaser could become responsible or liable for assessment, removal, remediation, monetary damages, or civil, criminal or administrative penalties or other corrective action and in connection with which the amount of expense or liability which it could incur or for which it could become responsible or liable following consummation of the transactions contemplated by this Agreement at any time or over a period of time could equal or exceed $10,000 with respect to any one Branch or $50,000 in the aggregate for all of the Branches. (e) For purposes of this Agreement, “Environmental Laws” shall include all federal, state, and local statutes, regulations, ordinances, orders, decrees, and similar provisions having the force or effect of law relating to or imposing liability, responsibility, or standards of conduct applicable to environmental, health, or safety conditions and/or releases of Hazardous Materials affecting the Real Property, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act; the Superfund Amendment and Reauthorization Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Hazardous Materials Transportation Act; the Resource Conservation and Recovery Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Oil Pollution Act; the Coastal Zone Management Act; any “Superfund” or “Superlien” law; the North Carolina Oil Pollution and Hazardous Substances Control Act; the North Carolina Solid Waste Management Act; and the North Carolina Water and Air Resources Act; including any amendments thereto from time to time; all contractual agreements and all common law concerning public health and safety, worker health and safety, and pollution or protection of the environment, including, without limitation, all standards of conduct and bases of obligations relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, reporting, testing, processing, discharge, release, threatened release, control or clean-in-common ownership arrangementup of any Hazardous Substances. (f) For purposes of this Agreement, “Hazardous Material” means any materials, substances, wastes, chemical substances, or mixtures presently listed, defined, designated, or classified as hazardous, toxic, or dangerous, or otherwise regulated, under any Environmental Law, whether by type or quantity, including, but not limited to, any pesticides, pollutants, contaminants, toxic chemicals, oil or other petroleum products or byproducts, asbestos or materials containing (or presumed to contain) asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, lead or lead containing paint, radon, or radioactive material.

Real Property Matters. At its option and expense, Purchaser may cause to be conducted: (a1) The Sellers shall provide to the Purchaser copies a title examination, physical survey, zoning compliance review, and structural inspection of the title commitmentReal Property and improvements thereon that is used by Bank as a banking office (collectively, title policies the "Property Examination"); and surveys listed on Schedule 6.17(a(2) site inspections, historic reviews, regulatory analyses, and environmental assessments of the Real Property as Purchaser shall deem necessary or desirable (collectively, the “Existing Title Information”"Environmental Survey"); provided, however, should Purchaser elect to complete an Environmental Survey of any Real Property, it shall notify Seller before commencing the Environmental Survey and shall make reasonable efforts to coordinate the Environmental Survey with Seller. If, in the course of the Property Examination or Environmental Survey, Purchaser discovers a "Material Defect" (as defined below) relating with respect to the Real Property, and Purchaser shall reasonably cooperate have the option, at its sole discretion, exercisable upon written notice to Seller ("Material Defect Notice") to: (1) waive the Material Defect; (2) direct Seller to cure the Material Defect to Purchaser's satisfaction; or (3) terminate this Agreement (with such termination being deemed to be a termination under Section 7.1). If Purchaser elects to direct Seller to cure the Material Defect, then Seller shall notify Purchaser by written notice within five (5) days of receipt of the Material Defect Notice whether Seller elects to (1) cure such Material Defect, (2) in lieu of curing the Material Defect, seek approval from Purchaser to the extent the indemnify Purchaser seeks as to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) or surveys (“Surveys”) with respect claims related to the SiteMaterial Defect on terms then agreed upon with Purchaser ("Material Defect Indemnification"), or (3) petition Purchaser to waive the Material Defect without Seller curing, or providing indemnification as to, the Combined Dock Real Property Interests and Material Defect. If Seller elects to cure, then Seller shall have thirty (30) days from the JWWTP Conveyed Real Property Interest. The Purchaser date of the receipt of the Material Defect Notice, or such later time, which shall bear not be later than the cost of any Purchaser Title Policies. (b) The Parties acknowledge and agree that (i) the Real Property will Closing Date, as shall be conveyed mutually agreeable to the parties in which to cure such Material Defect to Purchaser's satisfaction. If Seller elects to seek approval from Purchaser at to provide to Purchaser Material Defect Indemnification, then Purchaser and Seller agree to use their best efforts to promptly come to an agreement regarding the Closing specific terms of such Material Defect Indemnification. If Seller either (1) fails to cure a Material Defect to Purchaser's satisfaction within the period specified above, (2) fails to reach agreement with reservations of easements, leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access Purchaser as to the pipelinesprovision of Material Defect Indemnification, tanksor (3) petitions Purchaser to waive the Material Defect and such petition is denied in writing by Purchaser, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as then Purchaser may terminate this Agreement (with such termination being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith (the “Seller Retained Easements”) and (ii) the Sellers will convey deemed to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”be a termination under Section 7.1). From and after the date hereof until the Closing, the Sellers and the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the Sellers. (c) With respect to the Land Farm Site, the Parties shall use good faith efforts to finalize prior to Closing an ownership agreement that provides for an allocation of costs in accordance with the JWWTP Agreements and provides for a waiver of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangement.

Real Property Matters. (a) The Sellers At no additional cost or other Liability to Seller, Buyer shall provide have the right to obtain (i) a commitment from an American Land Title Association fee owner’s policy of title insurance in relation to the Purchaser copies Owned Real Property and (ii) a current property condition report, zoning report and survey of the title commitment, title policies and surveys listed on Schedule 6.17(a) (the “Existing Title Information”) relating to the Owned Real Property, such reports and surveys performed by a registered land surveyor or engineer reasonably acceptable to Buyer, and all reports and surveys in such form and content as is reasonably acceptable to Buyer. At no additional cost or other Liability to Seller, Seller shall provide reasonable access, at reasonable times upon reasonable advance notice, to Buyer and its Representatives for purposes of such surveys and reports and shall reasonably cooperate with Buyer (at the Purchaser to expense of Buyer) in obtaining the extent the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) or surveys (“Surveys”) with respect to the Site, the Combined Dock Real Property Interests and the JWWTP Conveyed Real Property Interest. The Purchaser shall bear the cost of any Purchaser Title Policiesforegoing. (b) The Parties acknowledge and agree that Within ninety (i90) days of the Effective Date (“Title Objection Period”), Buyer shall be permitted to object to defects in title with respect to such Owned Real Properties listed on Schedule 7.27 (each, a “Real Property will Objection”) as disclosed by such title commitments or surveys that are not Permitted Encumbrances and that are reasonably expected to be conveyed material and adverse to the Purchaser at the Closing with reservations of easementsBusiness. If Buyer raises any Real Property Objections, leasehold rightsSeller shall, other surface if such defect is not a Must-Cure Item, use rights and rights-of-access in favor of the Sellers providing for the locating of and access good faith commercially reasonable efforts to remove such title defect prior to the pipelinesClosing. If such defect is a Must-Cure Item, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith (the “Seller Retained Easements”) and (ii) the Sellers will convey shall remove such defect prior to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access Closing. If Seller is unwilling or unable to the extent necessary across lands owned by the Sellers providing for the locating of and access remove a monetary title defect prior to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until the Closing, Buyer may, in its sole discretion, pay such amounts and receive credit against the Sellers and the Purchaser amounts due to Seller at Closing. Seller shall cooperate and share the out-of-pocket third-party survey pay all reasonable costs of identifying recording any instruments required to discharge and/or release the property covered by the Seller Retained Easements Must-Cure Items and the Additional Conveyed Easements, together with the any other costs necessary or appropriate to effect such discharge and/or release of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the SellersMust-Cure Items. (c) With On the Closing Date, if requested by ▇▇▇▇▇, Seller shall execute and deliver customary owner’s affidavits and gap indemnities with respect to the Land Farm SiteOwned Real Property and other customary authority documentation reasonably requested by the title company, as may be in a form reasonably acceptable to Seller and the Parties title company to (i) effect the transfer of the Owned Real Property to Buyer, and (ii) issue an ALTA extended coverage form of owner’s title insurance policy with respect to each parcel of Owned Real Property listed on Schedule 7.27 (each, a “Title Policy”). The issuance of any Title Policy and the obligations set forth in this Section 7.27 shall use good faith efforts not be a condition to finalize Closing. If the Closing occurs prior to the Title Objection Period or within ten (10) days of the expiration of the Title Objection Period, Seller’s obligations set forth in this Section 7.27 shall survive the Closing an ownership agreement that provides for an allocation of costs in accordance with the JWWTP Agreements and provides for a waiver of rights of partition, accounting period not to exceed ninety (90) days (and other similar rights inherent any references in a tenancy-in-common ownership arrangementSection 7.27(b) and this Section 7.27(c) to the Closing or the Closing Date shall refer to such extended period).

Real Property Matters. (a) The Sellers From the date hereof until the Closing Date, Seller and Purchaser shall provide use reasonable best efforts to negotiate in good faith, execute (or cause their applicable Affiliates to execute) and deliver leases and/or subleases in a form reasonably acceptable to both Seller and Purchaser, and to negotiate in good faith updates or additions to the Purchaser copies schedules of the title commitmentTransition Services Agreement for applicable facilities or office space, title policies and surveys listed on Schedule 6.17(a) (the “Existing Title Information”) relating in each case to give effect to the Real Property, Estate Steps Plan and shall reasonably cooperate with the Purchaser schedules to the extent form of the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) or surveys (“Surveys”) with respect to Transition Services Agreement as of the Site, the Combined Dock Real Property Interests and the JWWTP Conveyed Real Property Interest. The Purchaser shall bear the cost of any Purchaser Title Policiesdate hereof. (b) The Parties acknowledge Purchaser acknowledges and agree that (i) agrees that, following the Closing, it may own, directly or indirectly, real estate in Mexico and Japan a portion of each of which is an Excluded Asset as generally shown in the Real Property will be conveyed Estate Steps Plan as a result of Seller having not obtained the subdivision of the applicable deed to such real estate prior to the Closing. Purchaser at the Closing with reservations of easementsfurther acknowledges and agrees that, leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith (before the “applicable Deferred Closing, Seller Retained Easements”) will own, directly or indirectly, real estate in Venezuela a portion of which is a Purchased Asset and (ii) a portion of which is an Excluded Asset as generally shown in the Sellers will convey to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”)Real Estate Steps Plan. From and after the date hereof until Following the Closing, Seller and Purchaser shall use reasonable best efforts to continue the Sellers process of subdividing such real estate in accordance with the Real Estate Steps Plan and, with respect to Mexico and Japan, after each such subdivision is complete, Purchaser shall, or shall cause its applicable Affiliate to, transfer such subdivided real estate to Seller or another Seller Entity designated by Seller for no additional consideration. Purchaser shall not, and shall cause its respective Affiliates not to, take any position on any Tax Return inconsistent with this Section 2.15(b) unless otherwise required by applicable Law, in which case Purchaser shall notify Seller of such position at least thirty five (35) days prior to the due date for filing such Tax Return and the Purchaser dispute resolutions provisions of Section 6.14 shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the Sellersapply to such position. (c) With respect to All costs and expenses resulting from the Land Farm Sitesubdivision of real estate (including ancillary matters, such as installation of electricity and metering) as set forth in the Parties Real Estate Steps Plan (including any Taxes as a result of such subdivisions) shall use good faith efforts to finalize prior to Closing an ownership agreement that provides for an allocation be the sole responsibility of costs in accordance with the JWWTP Agreements and provides for a waiver of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangementSeller.

Real Property Matters. (a) The Sellers shall provide to the and Purchaser copies of the title commitment, title policies and surveys listed on Schedule 6.17(a) acknowledge that certain real properties (the “Existing Title InformationSubdivision Properties”) relating may need to be subdivided or otherwise legally partitioned in accordance with applicable Law (a “Required Subdivision”) so as to permit the affected Owned Real Property to be conveyed to Purchaser separate and apart from adjacent Excluded Real Property. Section 6.27 of the Sellers’ Disclosure Schedule contains a list of the Subdivision Properties that was determined based on the current list of Excluded Real Property. Section 6.27 of the Sellers’ Disclosure Schedule may be updated at any time prior to the Real PropertyClosing to either (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, and which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall reasonably pay for all costs incurred to complete all Required Subdivisions. Sellers shall cooperate in good faith with Purchaser in connection with the completion with all Required Subdivisions, including executing all required applications or other similar documents with Governmental Authorities. To the extent that any Required Subdivision for a Subdivision Property is not completed prior to Closing, then at Closing, Sellers shall lease to Purchaser only that portion of such Subdivision Property that constitutes Owned Real Property pursuant to the extent Master Lease Agreement (Subdivision Properties) substantially in the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies form attached hereto as Exhibit L (the “Purchaser Title PoliciesSubdivision Master Lease”) or surveys (“Surveys”) with respect ). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the SiteSubdivision Master Lease, the Combined Dock Subdivision Master Lease shall be terminated as to such Owned Real Property Interests and the JWWTP Conveyed such Owned Real Property Interest. The shall be conveyed to Purchaser shall bear the cost of any Purchaser Title Policiesby Quitclaim Deed for One Dollar ($1.00) in stated consideration. (b) Sellers and Purchaser acknowledge that the Saginaw Nodular Iron facility in Saginaw, Michigan (the “Saginaw Nodular Iron Land”) contains a wastewater treatment facility (the “Existing Saginaw Wastewater Facility”) and a landfill (the “Saginaw Landfill”) that currently serve the Owned Real Property commonly known as the GMPT—Saginaw Metal Casting facility (the “Saginaw Metal Casting Land”). The Parties acknowledge Saginaw Nodular Iron Land has been designated as an Excluded Real Property under Section 2.2(b)(v) of the Sellers’ Disclosure Schedule. At the Closing (or within sixty (60) days after the Closing with respect to the Saginaw Landfill), Sellers shall enter into one or more service agreements with one or more third party contractors (collectively, the “Saginaw Service Contracts”) to operate the Existing Saginaw Wastewater Facility and agree the Saginaw Landfill for the benefit of the Saginaw Metal Casting Land. The terms and conditions of the Saginaw Service Contracts shall be mutually acceptable to Purchaser and Sellers; provided that the term of each Saginaw Service Contract shall not extend beyond December 31, 2012, and Purchaser shall have the right to terminate any Saginaw Service Contract upon prior written notice of not less than forty-five (45) days. At any time during the term of the Saginaw Service Contracts, Purchaser may elect to purchase the Existing Saginaw Wastewater Facility, the Saginaw Landfill, or both, for One Dollar ($1.00) in stated consideration; provided that (i) Purchaser shall pay all costs and fees related to such purchase, including the Real Property will be conveyed costs of completing any Required Subdivision necessary to effectuate the Purchaser at the Closing with reservations terms of easementsthis Section 6.27(b), leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith (the “Seller Retained Easements”) and (ii) the Sellers will shall convey title to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until the ClosingExisting Saginaw Wastewater Facility, the Sellers and the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs Saginaw Landfill and/or such other portion of the Surveys. Such costs Saginaw Nodular Iron Land as is required by Purchaser to operate the Existing Saginaw Wastewater Facility and/or the Saginaw Landfill, including lagoons, but not any other portion of the Saginaw Nodular Iron Land, to Purchaser by quitclaim deed and (iii) Sellers shall grant Purchaser such easements for utilities over the portion of the Saginaw Nodular Iron Land retained by Sellers as may be borne 50% by required to operate the Purchaser and 50% by Existing Saginaw Wastewater Facility and/or the SellersSaginaw Landfill. (c) With respect Sellers and Purchaser acknowledge that access to certain Excluded Real Property owned by Sellers or other real properties owned by Excluded Entities and certain Owned Real Property that may hereafter be designated as Excluded Real Property on Section 2.2(b)(v) of the Sellers’ Disclosure Schedule (a “Landlocked Parcel”) is provided over land that is part of the Owned Real Property. To the extent that direct access to a public right-of-way is not obtained for any Landlocked Parcel by the Closing, then at Closing, Purchaser, in its sole election, shall for each such Landlocked Parcel either (i) grant an access easement over a mutually agreeable portion of the adjacent Owned Real Property for the benefit of the Landlocked Parcel until such time as the Landlocked Parcel obtains direct access to the Land Farm Sitepublic right-of-way, pursuant to the Parties terms of a mutually acceptable easement agreement, or (ii) convey to the owner of the affected Landlocked Parcel by quitclaim deed such portion of the adjacent Owned Real Property as is required to provide the Landlocked Parcel with direct access to a public right-of-way. (d) At and after Closing, Sellers and Purchasers shall cooperate in good faith to investigate and resolve all issues reasonably related to or arising in connection with Shared Executory Contracts that involve the provision of water, water treatment, electricity, fuel, gas, telephone and other utilities to both Owned Real Property and Excluded Real Property. (e) Parent shall use good faith reasonable best efforts to finalize prior cause the Willow Run Landlord to Closing execute, within thirty (30) days after the Closing, or at such later date as may be mutually agreed upon, an ownership agreement amendment to the Willow Run Lease which extends the term of the Willow Run Lease until December 31, 2010 with three (3) one-month options to extend, all at the current rental rate under the Willow Run Lease (the “Willow Run Lease Amendment”). In the event that provides for the Willow Run Lease Amendment is approved and executed by the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an allocation Assumable Executory Contract and Parent and Purchaser, or one of costs its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially in accordance with the JWWTP Agreements form attached hereto as Exhibit M (the “Assignment and provides for a waiver Assumption of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangementWillow Run Lease”).

Real Property Matters. (a) The Sellers From the date hereof until the Closing Date, Seller and Purchaser shall provide use reasonable best efforts to negotiate in good faith, execute (or cause their applicable Affiliates to execute) and deliver leases and/or subleases in a form reasonably acceptable to both Seller and Purchaser, and to negotiate in good faith updates or additions to the Purchaser copies schedules of the title commitmentTransition Services Agreement for applicable facilities or office space, title policies and surveys listed on Schedule 6.17(a) (the “Existing Title Information”) relating in each case to give effect to the Real Property, Estate Steps Plan and shall reasonably cooperate with the Purchaser schedules to the extent form of the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) or surveys (“Surveys”) with respect to Transition Services Agreement as of the Site, the Combined Dock Real Property Interests and the JWWTP Conveyed Real Property Interest. The Purchaser shall bear the cost of any Purchaser Title Policiesdate hereof. (b) The Parties acknowledge Purchaser acknowledges and agree that (i) the Real Property will be conveyed to the Purchaser at the Closing with reservations of easementsagrees that, leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith (the “Seller Retained Easements”) and (ii) the Sellers will convey to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until following the Closing, it may own, directly or indirectly, real estate in Mexico and Japan a portion of each of which is an Excluded Asset as generally shown in the Sellers Real Estate Steps Plan as a result of Seller having not obtained the subdivision of the applicable deed to such real estate prior to the Closing. Following the Closing, Seller and the Purchaser shall cooperate and share use reasonable best efforts to continue the out-of-pocket third-party survey costs process of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together subdividing such real estate in accordance with the costs of the Surveys. Such costs Real Estate Steps Plan and after each such subdivision is complete, Purchaser shall, or shall be borne 50% cause its applicable Affiliate to, transfer such subdivided real estate to Seller or another Seller Entity designated by the Purchaser and 50% by the SellersSeller for no additional consideration. (c) With respect to All costs and expenses resulting from the Land Farm Sitesubdivision of real estate (including ancillary matters, such as installation of electricity and metering) as set forth in the Parties Real Estate Steps Plan (including any Taxes as a result of such subdivisions) shall use good faith efforts to finalize prior to Closing an ownership agreement that provides for an allocation be the sole responsibility of costs in accordance with the JWWTP Agreements and provides for a waiver of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangementSeller.

Real Property Matters. (a) The Sellers shall provide to the and Purchaser copies of the title commitment, title policies and surveys listed on Schedule 6.17(a) acknowledge that certain real properties (the “Existing Title InformationSubdivision Properties”) relating may need to be subdivided or otherwise legally partitioned in accordance with applicable Law (a “Required Subdivision”) so as to permit the affected Owned Real Property to be conveyed to Purchaser separate and apart from adjacent Excluded Real Property. Section 6.27 of the Sellers’ Disclosure Schedule contains a list of the Subdivision Properties that was determined based on the current list of Excluded Real Property. Section 6.27 of the Sellers’ Disclosure Schedule may be updated at any time prior to the Real PropertyClosing to either (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, and which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall reasonably pay for all costs incurred to complete all Required Subdivisions. Sellers shall cooperate in good faith with Purchaser in connection with the completion with all Required Subdivisions, including executing all required applications or other similar documents with Governmental Authorities. To the extent that any Required Subdivision for a Subdivision Property is not completed prior to Closing, then at Closing, Sellers shall lease to Purchaser only that portion of such Subdivision Property that constitutes Owned Real Property pursuant to a mutually acceptable lease (the “Subdivision Master Lease”), which is consistent with the terms contained in the Subdivision Master Lease Term Sheetthe Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (the “Subdivision Master Lease Term Sheet”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the extent the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) or surveys (“Surveys”) with respect to the SiteSubdivision Master Lease, the Combined Dock Subdivision Master Lease shall be terminated as to such Owned Real Property Interests and the JWWTP Conveyed such Owned Real Property Interest. The shall be conveyed to Purchaser shall bear the cost of any Purchaser Title Policiesby Quitclaim Deed for One Dollar ($1.00) in stated consideration. (b) The Parties acknowledge and agree that (i) the Real Property will be conveyed to the Purchaser at the Closing with reservations of easements, leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith (the “Seller Retained Easements”) and (ii) the Sellers will convey to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until the Closing, the Sellers and Purchaser acknowledge that the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the Sellers. (c) With respect to the Land Farm Site, the Parties shall use good faith efforts to finalize prior to Closing an ownership agreement that provides for an allocation of costs in accordance with the JWWTP Agreements and provides for a waiver of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangement.Saginaw Nodular Iron facility

Real Property Matters. (a) The Sellers shall provide Seller has made available to the Purchaser Purchaser, copies of the all (i) title commitmentinformation in possession of Seller, including, but not limited to, title policies insurance policies, attorneys’ opinions on title, surveys, covenants, deeds, notes and surveys listed on Schedule 6.17(a) (the “Existing Title Information”) mortgages and easements, relating to the Real Property; and (ii) reports, and shall reasonably cooperate with the Purchaser surveys, notices, correspondence or other information in Seller’s possession, which relate to the extent environmental, health, or safety condition of the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) or surveys (“Surveys”) with respect to the Site, the Combined Dock Real Property Interests and the JWWTP Conveyed Real Property Interest. The Purchaser shall bear the cost or existing or potential violations of any Purchaser Title PoliciesEnvironmental Laws. (b) The Parties acknowledge At its option and agree that expense, Purchaser may cause to be conducted during the period beginning on the date hereof and ending on the forty-fifth (45th) calendar day after the date of this Agreement (the “Due Diligence Period”) (i) a title examination, physical survey, zoning compliance review, and structural inspection of the Real Property will be conveyed to the Purchaser at the Closing with reservations of easements, leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith Improvements thereon (the “Seller Retained EasementsProperty Examination”) and (ii) site inspections, regulatory analyses, and Phase 1 environmental assessments of the Sellers will convey Real Property, together with such other studies and analyses as Purchaser shall deem necessary or desirable (collectively, the “Environmental Survey”). Purchaser agrees to indemnify and hold harmless Seller from damages resulting from injuries to any person or property from any cause arising out of the Purchaser at the Closing easementscommission or omission of any act or acts related to such inspections by Purchaser, leasehold rights, other surface rights and rights-of-access except to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until the Closing, the Sellers and the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the SellersSeller’s gross negligence or willful misconduct. (c) With If in the course of the Property Examination or Environmental Survey Purchaser discovers a Material Defect (as defined in Section 6.16(d)) with respect to the Land Farm Siteany Real Property, the Parties Purchaser shall use good faith efforts give prompt written notice thereof to finalize Seller prior to or on the last day of the Due Diligence Period describing the facts or conditions constituting the Material Defect and the measures which Purchaser reasonably believes are necessary to correct such Material Defect. If Purchaser provides Seller with written notice of a Material Defect, Seller and Purchaser shall promptly discuss and seek to reach agreement as to an acceptable cure or other resolution of the asserted Material Defect, except that Seller shall be obligated to cure any objections relating to the title of the Real Property that can be cured by the payment of money only. If Seller elects to cure, then Seller shall proceed with such cure and shall complete such cure by the Closing Date or such additional period as shall be agreed upon by Seller and Purchaser. If Seller elects not to cure or is not able to cure any Material Defect with respect to any Real Property by the Closing Date and Purchaser and Seller are otherwise unable to agree on how the Material Defect will be addressed in order to effect Closing on such Real Property, then Purchaser shall have the option exercisable upon written notice to Seller to (i) waive the Material Defect; or (ii) purchase the Assets (other than such Real Property) and assume the Assumed Deposits but lease such Real Property “as is” without any representation or warranty or any liability for existing environmental damage, maintenance, taxes or insurance for a period of up to twelve (12) months, on a month-by-month basis, at an ownership agreement annual rental rate equal to 10% of the appraised value of such Real Property and with other reasonable terms to be agreed upon by Seller and Purchaser; provided, however, that provides in the event Seller is able to cure any such Material Defect during such lease period, Purchaser shall purchase, within ten (10) days after such cure such Real Property from Seller for an allocation amount equal to such Real Property’s appraised value as set forth on Schedule 2.1. (d) For purposes of costs in accordance with the JWWTP Agreements and provides for this Agreement, a waiver of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangement.“Material Defect” shall include:

Real Property Matters. ‌ (a) The Sellers shall provide If Seller entered into a Sale Leaseback Financing of the Facility Site in accordance with the PPA, the Lessor (as defined in the PPA) has provided Buyer evidence, which evidence Buyer has either confirmed in writing is satisfactory to Buyer or has not objected to in writing, of a binding obligation of such Lessor or Lessors and Seller to terminate such Sale Leaseback Financing (as defined in the PPA) on or prior to the Purchaser copies Closing by the (i) reconveyance of the title commitment, title policies and surveys listed on Schedule 6.17(a) (the “Existing Title Information”) relating Facility Site by such Lessor or Lessors to the Real Property, and shall reasonably cooperate with the Purchaser to the extent the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) or surveys (“Surveys”) with respect to the Site, the Combined Dock Real Property Interests Seller and the JWWTP Conveyed Real Property Interest. The Purchaser termination of the lease of the Facility Site by such Lessor or Lessors and Seller, or (ii) transfer of the Facility Site directly by such Lessor or Lessors to Buyer, provided that any such transfer from Lessor directly to Buyer shall bear be on the cost same terms and conditions as a transfer of any Purchaser Title Policiesthe Facility Site from Seller to Buyer as set forth in this Agreement. (b) The Parties acknowledge As of the Closing Date, Schedule 3.3 contains a true, correct and agree complete list of any Contracts, including the Land Documents, that provide Seller with any rights in or to real property (i“Real Property Contracts”), including rights in the nature of leases, easements, licenses, rights of way, franchise agreements, restrictive covenants, purchase agreements, agreements to relinquish or limit surface access rights with regards to minerals, options to purchase or lease, or applications for or bids to Governmental Authorities with respect to any of the foregoing interests in real property (collectively, “Real Property Interests”), as well as leases (including farm and grazing leases) and other agreements that grant or purport to grant, or reserve or purport to reserve to third parties, interests in or to the land which is subject to Real Property Interests (“Third Party Property Interests”). True, correct and complete copies of the Real Property will be conveyed Contracts have been delivered to Buyer. As of the Closing Date, Seller holds no Real Property Interests other than those that are set forth in such Real Property Contracts. Neither Seller, nor to Seller’s Knowledge, any counterparty thereto, is in default in any material respect of any material obligation with respect to the Purchaser at Real Property Contracts. Each of the Closing with reservations of easementsReal Property Interests granted by a Real Property Contract provides legal, leasehold rightsvalid, other surface use and enforceable rights and rights-of-access in favor of Seller and constitutes a legal, valid and binding obligation of Seller and, to Seller’s DB2/ 48370541.18 Knowledge, of the Sellers providing other parties thereto. To the extent obtained by or in the possession or control of Seller, or any Affiliate of Seller, true, correct and complete copies of all title reports, surveys, mineral reports for the locating any severed minerals (including any evaluation as to feasibility or likelihood of mineral extraction and access to the pipelinesany separate chain of title for severed minerals), tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with material records searches (for any pumps and other equipment associated therewith (the “Seller Retained Easements”governmental records not included in any title reports) and (ii) the Sellers will convey exception documents referenced in such reports, policies, or searches have been delivered to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until the Closing, the Sellers and the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the SellersBuyer. (c) With Except as set forth in Schedule 3.3, Seller has not received any written notice of any appropriation, condemnation or like proceeding, or of any violation of any applicable zoning or land use law, regulation or rule or other Requirement of Law relating to or affecting any of the Real Property Interests. (d) Except as set forth in Schedule 3.3, Seller has not previously severed any mining, mineral or water rights from any of the Real Property Interests and has disclosed to Buyer any information known to Seller or any Affiliate of Seller regarding any severed mining, mineral or water rights affecting the Real Property Interests. (e) Except as set forth in Schedule 3.3, other than with respect to the Land Farm SiteReal Property Contracts or Permits and any Third-Party Property Interests, Seller has not received any written notice that any agreements with any Governmental Authority or public or private utility affect the Real Property Interests. (f) Except as set forth in Schedule 3.3, each of the Real Property Interests consisting of a “fee estate” has been legally subdivided and is assessed for real estate tax purposes as one or more wholly independent tax lot or lots, separate from any adjoining land or improvements not constituting a part of such lot or lots, and no other land or improvements is assessed and taxed together with any such Real Property Interests consisting of a Fee Estate or any portion thereof. Except as set forth in Schedule 3.3, with respect to Real Property Interests comprising either a leasehold or easement estate, the Parties shall use good faith efforts Facility Assets have either been separately assessed for real estate tax purposes by Beaver County or any liability of the holder of such leasehold or easement estate for real estate taxes has been apportioned pursuant to finalize prior to Closing an ownership agreement that provides for an allocation the Real Property Contracts creating the leasehold or easement estate. (g) Except as set forth in Schedule 3.3, none of costs the Real Property Interests has been designated as “Border Zone Property” under the provisions of California Health and Safety Code, Sections 25220 et seq. or any regulation adopted in accordance with therewith, and there has been no occurrence or condition on any real property adjoining any of the JWWTP Agreements and provides for a waiver of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangementReal Property Interests that is reasonably likely to cause such Real Property Interest or any part thereof to be designated as border zone property.

Real Property Matters. (a) The Sellers shall provide Prior to the Closing, or as soon as reasonably possible following the Closing, but in no event later than April 30, 2008, Purchaser copies of the title commitment, shall have received: (a) ALTA leasehold title policies and surveys listed on Schedule 6.17(a) (the “Existing Title Information”) relating to the Real Property, and shall reasonably cooperate with the Purchaser to the extent the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) or issued by Chicago Title Insurance Company (the “Title Insurer”) insuring the leasehold interest of Purchaser in each of the New Real Estate Leases as a valid leasehold interest in the applicable Real Property subject only to the Permitted Encumbrances and including access endorsements, zoning 3.1 endorsements insuring the current use of the Real Property is permitted under applicable zoning codes, same as survey endorsements and such other endorsements as Purchaser shall reasonably require, and (b) staked boundary surveys with respect to each parcel of the Real Property (the “Surveys”) with respect ), which shall be certified to the Site, the Combined Dock Real Property Interests and the JWWTP Conveyed Real Property InterestPurchaser (including a flood plain certification). The Purchaser shall bear the cost of any the Title Policies and Surveys shall be paid by Purchaser. The Shareholders shall cooperate and assist Purchaser in obtaining the Title Policies and Surveys, including without limitation, (i) causing all conveyances contemplated pursuant to Section 6.07((b), as well as memorandums of the New Real Estate Leases, to be prepared in a form and recorded in a manner reasonably approved by the Title Insurer as of the Closing Date, (ii) providing title clearance documentation reasonably required by the Title Insurer to issue the Title Policies, and (iii) removing or causing to be removed, at their cost, from the Title Policies all exceptions to title which are not Permitted Encumbrances. (b) It is understood and agreed that certain of the parcels of demised Real Property pursuant to the New Real Estate Leases may constitute a portion of larger legally described tracts. Prior to the Closing, or as soon as reasonably possible following the Closing, but in no event later than April 30, 2008, the Shareholders, at their cost, shall cause such portions of larger legally described tracts to be legally described in accordance with applicable law such that the parcels of Real Property which are demised to Purchaser pursuant to the New Real Estate Leases shall constitute separate legally described parcels which do not include any other real estate. The Parties acknowledge and agree that (i) Shareholders shall thereafter grant, at their cost, such easements benefiting the Real Property will be conveyed demised pursuant to the Purchaser at the Closing New Real Estate Leases as are reasonably necessary to provide for access, drainage and utilities to allow for Purchaser’s use of such Real Property substantially consistent with reservations of easements, leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith (the “Seller Retained Easements”) and (ii) the Sellers will convey to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”)past practices. From and after the date hereof until the Closing, the Sellers and the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs Shareholders efforts to create the legal descriptions and easements described above, including entering into amendments to the New Real Estate Leases and any memorandums of lease pertaining thereto to reflect the Surveys. Such costs shall be borne 50% by the Purchaser legal descriptions and 50% by the Sellerseasements created in accordance with this Section. (c) With respect In the event that the matters described in subsections (a) and (b) of this Section 13.03 (including Purchaser’s receipt of the Title Policies and Surveys) have not been completed by April 30, 2008, if the Shareholders have complied and continue to comply in all material respects with their obligations of cooperation and assistance in connection with such matters, for purposes of this Section 13.03 and the Land Farm SiteNew Real Estate Leases the April 30, 2008 deadline shall be postponed until such date as shall be reasonable given the Parties shall use good faith efforts to finalize prior to Closing an ownership agreement that provides for an allocation of costs circumstances, but in accordance with the JWWTP Agreements and provides for a waiver of rights of partitionno event later than June 1, accounting and other similar rights inherent in a tenancy-in-common ownership arrangement2008.

Real Property Matters. (a) The Sellers shall provide Seller agrees to deliver to Purchaser, as soon as reasonably possible after the Purchaser execution of this Agreement but no later than ten (10) Business Days from the date of this Agreement, copies of the all (i) title commitmentinformation in possession of Seller, including, but not limited to, title policies insurance policies, attorneys' opinions on title, surveys, covenants, deeds, notes and surveys listed on Schedule 6.17(a) (the “Existing Title Information”) mortgages and easements relating to the Real Property, and (ii) reports, surveys, notices, correspondence or other information known to Seller and either in Seller's possession or reasonably retrievable by Seller, that relate to the environmental condition of the Real Property or violations of laws or regulations relating to the environment. Such delivery shall reasonably cooperate constitute no warranty by Seller as to the accuracy or completeness thereof or that Purchaser is entitled to rely thereon. (b) At its option and expense, Purchaser may cause to be conducted, within forty-five (45) calendar days after the date of this Agreement (the "Study Period"), (i) a title examination, physical survey, zoning compliance review, and structural inspection of the Owned Real Property and Improvements thereon and, with the consent of the applicable lessors, the Leased Real Property (the "Property Examination") and (ii) site inspections, regulatory analyses and Phase I environmental assessments of the Owned Real Property, and, with the consent of the applicable lessors, the Leased Real Property, together with such other studies and analyses as Purchaser shall deem necessary or desirable (the "Environmental Survey"); provided, however, that without the prior written consent of Seller and, with respect to the extent Leased Real Property, the lessors thereof, Purchaser seeks to obtain for its and its lenders benefit TLTA title policies shall not conduct any soil, surface water or ground water sampling (“"Intrusive Testing"). (c) If in the course of the Property Examination or Environmental Survey Purchaser Title Policies”discovers a "Material Defect" (as defined in Subsection (d) or surveys (“Surveys”below) with respect to the SiteReal Property, Purchaser will give prompt written notice thereof to Seller (but in any event prior to 5:00 p.m. on the Combined Dock last day of the Study Period) describing the facts or conditions constituting the Material Defect and the measures which Purchaser reasonably believes are necessary to correct such Material Defect. If Purchaser provides Seller with written notice of a Material Defect within the Study Period, then Seller and Purchaser shall promptly discuss and seek to reach agreement as to an acceptable cure or other resolution of the asserted Material Defect. Seller shall respond to Purchaser's notice before 5:00 p.m. on the tenth (10th) Business Day after its receipt, advising Purchaser whether Seller elects to cure the Material Defect. Absent such a response, Seller shall be deemed to have declined to cure such Material Defect. If Seller elects to cure, then Seller shall proceed with such cure and shall complete such cure within forty-five (45) calendar days thereafter or within such additional period as shall be agreed upon by Seller and Purchaser provided that completion of the cure shall be a condition to Purchaser's obligation to close. If Seller elects not to cure or is not able to cure any Material Defect with respect to Owned Real Property Interests and the JWWTP Conveyed Purchaser and Seller are otherwise unable to agree on how the Material Defect will be addressed in order to effect Closing on the Owned Real Property, or if Seller does not consent to any Intrusive Testing reasonably proposed by Purchaser with respect to the Owned Real Property, then Purchaser shall have the option exercisable upon written notice to Seller delivered at least ten (10) Business Days prior to Closing to (i) waive the Material Defect; or (ii) purchase the Assets (other than such Owned Real Property) and assume the Deposits associated with the affected Branch but, lease such Owned Real Property Interest"as is" without any representation or warranty or liability for existing environmental damage, maintenance, taxes or insurance for a period of up to twelve (12) months, on a month-by-month basis, at a reasonable cost and with reasonable terms to be agreed upon by Seller and Purchaser, in order to allow for relocation of the business of such Branch to another facility. The Subject to Section 4.16, if Seller elects not to cure or is not able to cure any Material Defect with respect to Leased Real Property and the Purchaser and Seller are otherwise unable to agree on how the Material Defect will be addressed, then Purchaser shall bear have the cost of any option to not assume the lease for such Leased Real Property and if it elects to not assume such lease, then the Branch in question will be excluded from the transactions contemplated by this Agreement, references in this Agreement to Branches shall not include the Branch in question and Purchaser Title Policiesshall promptly return to Seller all Information regarding the Branch in question. (bd) The Parties acknowledge and agree that (i) the Real Property will be conveyed For purposes of this Agreement a "Material Defect" with regard to the Purchaser at the Closing with reservations of easements, leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith (the “Seller Retained Easements”) and (ii) the Sellers will convey to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until the Closing, the Sellers and the Purchaser Property Examination shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the Sellers. (c) With respect to the Land Farm Site, the Parties shall use good faith efforts to finalize prior to Closing an ownership agreement that provides for an allocation of costs in accordance with the JWWTP Agreements and provides for a waiver of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangement.include:

Real Property Matters. (a) The Sellers shall provide Seller has made available to the Purchaser Purchaser, copies of the all (i) title commitmentinformation in possession of Seller, including, but not limited to, title policies insurance policies, attorneys’ opinions on title, surveys, covenants, deeds, notes and surveys listed on Schedule 6.17(a) (the “Existing Title Information”) mortgages and easements, relating to the Real Property; and (ii) reports, and shall reasonably cooperate with the Purchaser surveys, notices, correspondence or other information in Seller’s possession, which relate to the extent environmental, health, or safety condition of the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) or surveys (“Surveys”) with respect to the Site, the Combined Dock Real Property Interests and the JWWTP Conveyed Real Property Interest. The Purchaser shall bear the cost or existing or potential violations of any Purchaser Title PoliciesEnvironmental Laws. (b) The Parties acknowledge At its option and agree that expense, Purchaser may cause to be conducted during the period beginning on the date hereof and ending on the forty-fifth (45th) calendar day after the date of this Agreement (the “Due Diligence Period”) (i) a physical survey, zoning compliance review, and structural inspection of the Real Property will be conveyed to the Purchaser at the Closing with reservations of easements, leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith Improvements thereon (the “Seller Retained EasementsProperty Examination”) and (ii) site inspections, regulatory analyses, and Phase 1 environmental assessments of the Sellers will convey Real Property, together with such other studies and analyses as Purchaser shall deem necessary or desirable (collectively, the “Environmental Survey”). Purchaser agrees to indemnify and hold harmless Seller from damages resulting from injuries to any person or property from any cause arising out of the Purchaser at the Closing easementscommission or omission of any act or acts related to such inspections by Purchaser, leasehold rights, other surface rights and rights-of-access except to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until the Closing, the Sellers and the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the SellersSeller’s gross negligence or willful misconduct. (c) With At Seller’s expense, Seller shall obtain a commitment for owner’s title insurance on standard ALTA 2006 form (collectively the “Title Commitments”) for each location of Real Property. The Title Commitments shall be delivered by Seller to Purchaser within ten (10) calendar days after the date of this Agreement. The Title Commitments shall indicate that title to the Real Property is owned by Seller, free and clear of all Encumbrances. At the Closing, the title company shall issue an owner’s title policy for each location insuring that Purchaser is vested with good and marketable fee simple title to the Real Property. Purchaser may examine the Title Commitments during the Due Diligence Period (the “Title Examination”). Seller shall pay the cost of the Title Commitments and any title search fees. Seller shall pay the cost of the title premium for each of the owner’s policies of title insurance, which shall be in the applicable amount of the appraised value of the Real Property and Improvements established under Section 2.1(b)(iii). (d) If in the course of the Title Examination, the Property Examination or Environmental Survey Purchaser discovers a Material Defect (as defined in Section 6.16(e) below) with respect to the Land Farm Siteany Real Property, the Parties Purchaser shall use good faith efforts give prompt written notice thereof to finalize Seller prior to or on the last day of the Due Diligence Period describing the facts or conditions constituting the Material Defect and the measures which Purchaser reasonably believes are necessary to correct such Material Defect. If Purchaser provides Seller with written notice of a Material Defect, Seller and Purchaser shall promptly discuss and seek to reach agreement as to an acceptable cure or other resolution of the asserted Material Defect, except that Seller shall be obligated to cure any objections relating to the Title Examination that can be cured by the payment of money only. If Seller elects to cure, then Seller shall proceed with such cure and shall complete such cure by the Closing Date or such additional period as shall be agreed upon by Seller and Purchaser. If Seller elects not to cure or is not able to cure any Material Defect with respect to any Real Property by the Closing Date and Purchaser and Seller are otherwise unable to agree on how the Material Defect will be addressed in order to effect Closing on such Real Property, then Purchaser shall have the option exercisable upon written notice to Seller to (i) waive the Material Defect; or (ii) purchase the Assets (other than such Real Property) and assume the Assumed Deposits but lease such Real Property “as is” without any representation or warranty or any liability for existing environmental damage, maintenance, taxes or insurance for a period of up to twelve (12) months, on a month-by-month basis, at an ownership agreement annual rental rate equal to 8% of the appraised value of such Real Property and with other reasonable terms to be agreed upon by Seller and Purchaser; provided, however, that provides in the event Seller is able to cure any such Material Defect during such lease period, Purchaser shall purchase within ten (10) days after such cure such Real Property from Seller for an allocation amount equal to such Real Property’s appraised value as set forth on Schedule 2.1 less the aggregate amount of costs rental payments previously paid by Purchaser in accordance with the JWWTP Agreements and provides for this Section 6.16(d). (e) For purposes of this Agreement, a waiver of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangement.“Material Defect” shall include:

Real Property Matters. (a) The Sellers Seller shall provide to the Purchaser copies of the title commitment, title policies and surveys listed on Schedule 6.17(a) (the “Existing Title Information”) relating to the Real Property, and shall reasonably cooperate with the Purchaser Buyer, at the Buyers’ sole cost and expense, in the Buyer’s efforts to obtain, no later than fifteen (15) calendar days prior to Closing, as-built surveys of each parcel of Owned Real Property (collectively, the extent the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) or surveys (“Surveys”) in accordance with (i) the most current minimum standard detail requirements for ALTA/ACSM Land Title Surveys, including Table A items 2, 3, 4, 6, 7, 8, 9, 10, 11 and 13 and such additional or different Table A Items as the Buyer may, in its reasonable discretion, require, (ii) with the Accuracy Standards (as adopted by ALTA and ACSM) of an Urban Survey, and (iii) local standards required by the Buyer, in its reasonable discretion, dated after the date hereof, and showing, without limiting the foregoing, with respect to each parcel of the SiteOwned Real Property, all easements and other appurtenances benefiting and all easements and other encumbrances burdening such parcel. Each Survey shall be certified to any lender providing financing to the Buyer for the transactions contemplated hereby, the Combined Dock Buyer, the title company providing the Title Insurance (the “Title Company”) and any other person reasonably requested by the Buyer and shall comply with any requirements imposed by the Title Company as a condition to the removal of any survey exception from the general exceptions to the Title Insurance covering the Owned Real Property Interests and the JWWTP Conveyed Real Property Interest. The Purchaser shall bear the cost of any Purchaser Title Policiesshown on such survey. (b) The Parties acknowledge Seller shall cooperate with the Buyer at the Buyers’ sole cost and agree that expense at regular rates, in the Buyer’s efforts to obtain, no later than fifteen (i15) calendar days prior to Closing, title commitments for all of the Owned Real Property will be conveyed Property, with legible copies of all listed exceptions, and as of the opening of business for the Closing Date, good and valid title insurance policies or, in final form, irrevocable ALTA title insurance binders or commitments, from a Title Company reasonably acceptable to the Purchaser at the Closing with reservations of easements, leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith Buyer (the “Seller Retained EasementsTitle Insurance”) ), dated as of the Closing Date, insuring the Buyer as the fee owner of the Seller’s parcels of Owned Real Property as of Closing, subject only to Permitted Encumbrances, and (ii) in connection with the Sellers will convey issuance of the policies of Title Insurance, execute and deliver, or cause to be executed and delivered, to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent necessary across lands owned Title Company any affidavits reasonably requested by the Sellers providing for Title Company or the locating Buyer in connection with the issuance of and access to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until the Closing, the Sellers and the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by policies as required hereunder; provided that the Seller Retained Easements and the Additional Conveyed Easements, together with the costs shall not be required to undertake or incur any liability under any such affidavit in excess of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the Sellersany liability that it would otherwise have under this Agreement. (c) With respect to the Land Farm Site, the Parties shall use good faith efforts to finalize prior to Closing an ownership agreement that provides for an allocation of costs in accordance with the JWWTP Agreements and provides for a waiver of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangement.

Real Property Matters. (a) The Sellers shall provide Seller agrees to deliver to Purchaser, as soon as reasonably possible after the Purchaser execution of this Agreement but no later than ten (10) Business Days from the date of this Agreement, copies of the all (i) title commitmentinformation in possession of Seller, including, but not limited to, title policies insurance policies, attorneys’ opinions on title, surveys, covenants, deeds, notes and surveys listed on Schedule 6.17(a) (the “Existing Title Information”) mortgages and easements relating to the Real Property, and shall reasonably cooperate with the Purchaser (ii) reports, surveys, notices, correspondence or other information known to Seller that relate to the extent environmental condition of the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) Real Property or surveys (“Surveys”) with respect violations of laws or regulations relating to the Site, environment. Such delivery shall constitute no warranty by Seller as to the Combined Dock Real Property Interests and the JWWTP Conveyed Real Property Interest. The accuracy or completeness thereof or that Purchaser shall bear the cost of any Purchaser Title Policiesis entitled to rely thereon. (b) The Parties acknowledge At its option and agree that expense, Purchaser may cause to be conducted, within forty-five (45) calendar days after the date of this Agreement (the “Study Period”), (i) a title examination, physical survey, zoning compliance review, and structural inspection of the Owned Real Property will be conveyed to and Improvements thereon and, with the Purchaser at the Closing with reservations of easements, leasehold rights, other surface use rights and rights-of-access in favor consent of the Sellers providing for applicable lessors, the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith Leased Real Property (the “Seller Retained EasementsProperty Examination”) and (ii) site inspections, regulatory analyses and Phase I environmental assessments of the Sellers will convey to Owned Real Property, and, with the consent of the applicable lessors, the Leased Real Property, together with such other studies and analyses as Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent shall deem necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities or desirable (the “Additional Conveyed EasementsEnvironmental Survey”). From and after ; provided, however, that without the date hereof until prior written consent of Seller and, with respect to the ClosingLeased Real Property, the Sellers and the lessors thereof, Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easementsnot conduct any soil, together with the costs of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the Sellerssurface water or ground water sampling (“Intrusive Testing”). (c) With If in the course of the Property Examination or Environmental Survey Purchaser discovers a “Material Defect” (as defined in Subsection (d) below) with respect to the Land Farm SiteReal Property, Purchaser will give prompt written notice thereof to Seller (but in any event prior to 5:00 p.m. on the Parties last day of the Study Period) describing the facts or conditions constituting the Material Defect and the measures which Purchaser reasonably believes are necessary to correct such Material Defect. If Purchaser provides Seller with written notice of a Material Defect within the Study Period, then Seller and Purchaser shall use good faith efforts promptly discuss and seek to finalize reach agreement as to an acceptable cure or other resolution of the asserted Material Defect. Seller shall respond to Purchaser’s notice before 5:00 p.m. on the tenth (10th) Business Day after its receipt, advising Purchaser whether Seller elects to cure the Material Defect. If Seller elects to cure, then Seller shall proceed with such cure and shall complete such cure within thirty (30) calendar days thereafter or within such additional period as shall be agreed upon by Seller and Purchaser provided that completion of the cure shall be a condition to Purchaser’s obligation to close. If Seller elects not to cure or is not able to cure any Material Defect with respect to Owned Real Property and the Purchaser and Seller are otherwise unable to agree on how the Material Defect will be addressed in order to effect Closing on the Owned Real Property, or if Seller does not consent to any Intrusive Testing reasonably proposed by Purchaser with respect to the Owned Real Property, then Purchaser shall have the option exercisable upon written notice to Seller delivered at least ten (10) Business Days prior to Closing an ownership agreement that provides for an allocation of costs in accordance to (i) waive the Material Defect; or (ii) purchase the Assets (other than such Owned Real Property) and assume the Deposits associated with the JWWTP Agreements and provides affected Branch but, lease such Owned Real Property “as is” without any representation or warranty or liability for existing environmental damage, maintenance, Taxes or insurance for a waiver period of rights up to twelve (12) months, on a month-by-month basis, at a reasonable cost and with reasonable terms to be agreed upon by Seller and Purchaser, in order to allow for relocation of partitionthe business of such Branch to another facility. If Seller elects not to cure or is not able to cure any Material Defect with respect to Leased Real Property and the Purchaser and Seller are otherwise unable to agree on how the Material Defect will be addressed, accounting then Purchaser shall have the option not to assume the lease for such Leased Real Property or to purchase the assets and other similar rights inherent assume the liabilities of the Branch in question. (d) For purposes of this Agreement a tenancy-in-common ownership arrangement.“Material Defect” with regard to the Property Examination shall include:

Real Property Matters. (a) The Sellers shall From and after the date hereof, Seller agrees to cooperate with Buyer and to provide Buyer's employees, agents and representatives with access to the Purchaser copies Premises for purposes of performing such inspections, tests and surveys of the title commitmentPremises as Buyer reasonably determines are necessary in connection with the transactions contemplated by this Agreement. Prior to performing any such inspections, title policies tests and surveys listed on Schedule 6.17(aof the Premises, Buyer shall obtain Seller's consent to each such procedure. Such inspections, tests and surveys of the Leased Premises shall be conducted only after Seller obtains the consent of Seller and Seller obtains the consent of the respective landlords of the Leased Premises. (b) Seller has delivered to Buyer a current title commitment (the “Existing "Title Information”Commitment") relating from a title insurance company reasonably acceptable to Buyer (the Real Property, and shall reasonably cooperate with the Purchaser to the extent the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser "Title Policies”) or surveys (“Surveys”Company") with respect to the SiteOwned Premises. If the Title Commitment discloses any Lien other than a Permitted Lien (each, an "Unpermitted Lien"), Seller shall remove, or cause to be removed, all Unpermitted Liens or, in the Combined Dock Real Property Interests and the JWWTP Conveyed Real Property Interest. The Purchaser shall bear the cost alternative, obtain title insurance in a form reasonably satisfactory to Buyer insuring over all of any Purchaser Title Policies. (b) The Parties acknowledge and agree that (i) the Real Property will be conveyed to the Purchaser at the Closing with reservations of easements, leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith (the “Seller Retained Easements”) and (ii) the Sellers will convey to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until the Closing, the Sellers and the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the Sellerssuch Unpermitted Liens. (c) With respect Within fourteen (14) days after the execution and delivery of this Agreement, Seller will deliver to Buyer a current survey (the "Survey") of the Owned Premises certified to Buyer and the Title Company, prepared by a licensed surveyor and conforming to the current ALTA/ACSM Minimum Standard Detail Requirements for Land Farm SiteTitle Surveys, disclosing the Parties location of all improvements, easements, roadways, utility lines and other matters customarily shown on such surveys (including such Table A items as Buyer may reasonably request). The Survey shall affirmatively show that the Owned Premises has access to publicly dedicated streets and shall otherwise be reasonably acceptable to Buyer. The costs and expenses incurred in connection with the Survey will be shared equally by Seller and Buyer. (d) On or before the Closing, Seller shall use good faith commercially reasonable efforts to finalize prior obtain an estoppel agreement in form and substance reasonably satisfactory to Closing an ownership agreement Buyer from the landlords under the Assumed Real Property Leases for the Leased Premises designated on Schedule 8.11(d). Buyer acknowledges that provides for an allocation certain of costs in accordance with the JWWTP Agreements and provides for a waiver of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangementAssumed Real Property Leases do not contain clauses requiring the respective landlords to provide such estoppel agreements.

Real Property Matters. (a) The Sellers shall provide Schedule 3.12(a) hereto lists the address or legal description and owner of all of the real property currently owned by any of the Companies, after giving effect to the Purchaser Restructuring, as well as any Purchased Real Property (such land, together with all buildings, structures, improvements and fixtures located thereon and owned by the Companies or the relevant Asset Sellers, the “Owned Real Property”). The Owned Real Property to be transferred by an Asset Seller as a Purchased Asset is listed in Schedule 3.12(a) hereto and is referred to herein as “Purchased Real Property”. True and complete copies of the title commitment(i) all deeds, title policies insurance policies, property reports, zoning reports and surveys listed on Schedule 6.17(aof the Owned Real Property in the possession of the Sellers or the Companies and (ii) (all documents evidencing any current mortgages, liens or encumbrances upon the “Existing Title Information”) relating to the Owned Real Property, and shall reasonably cooperate with in each case in the Purchaser possession of the Sellers, have been delivered to the extent Buyer. There are no outstanding options, rights of first offer or rights of first refusal to purchase the Purchaser seeks Owned Real Property or any portion thereof or interest therein, and none of the Companies is a party to obtain for its any agreement or option to purchase any other real property or interest therein. Except as set forth on Schedule 3.12(a) hereto, the applicable Company or Asset Seller, as the case may be, has good and its lenders benefit TLTA marketable fee simple title policies (“Purchaser Title Policies”) or surveys (“Surveys”) with respect to the Site, the Combined Dock Owned Real Property Interests free and clear of all Liens, other than Permitted Liens. Except as set forth on Schedule 3.12(a) hereto, neither the JWWTP Conveyed Companies nor the Asset Seller have granted to any Person the right to use or occupy the Owned Real Property Interest. The Purchaser shall bear the cost of or any Purchaser Title Policiesportion thereof. (b) The Parties acknowledge and agree that Schedule 3.12(b) hereto lists all of (i) the real property leased, subleased or licensed by any of the Companies, after giving effect to the Restructuring, as well the real property leased, subleased or licensed by any of the Asset Sellers under the Transferred Real Property will be conveyed to the Purchaser at the Closing with reservations of easements, leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams Leases that are described on Schedule 6.17(b) to be transferred by such Asset Seller to Buyer as being retained by the Sellers from and after the Closing together a Purchased Asset in connection with any pumps and other equipment associated therewith this Agreement (the “Seller Retained EasementsLeased Real Property”) ), and (ii) the Sellers will convey to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent necessary across lands owned by the Sellers providing leases for the locating of and access to the Easement Facilities Leased Real Property (together with all amendments thereto, the “Additional Conveyed EasementsReal Property Leases”). From and after Subject to the date hereof until terms of the ClosingReal Property Leases, the Sellers Companies and the Purchaser shall cooperate Asset Sellers transferring the Transferred Real Property Leases, as the case may be, have good and share valid title to, or a valid leasehold or other contractual interest in, all of the out-of-pocket third-trade fixtures and tangible personal property (in each case, subject to the terms of the underlying Real Property Lease) located on the related Leased Real Property. Asset Sellers have provided to Buyer true and complete copies of the Real Property Leases, and in the case of any oral real property lease, a written summary of the material terms of such lease. Except as set forth on Schedule 3.12(b) hereto, the Real Property Leases are in full force and effect and constitute valid and binding obligations of the Company or the Asset Seller transferring a Transferred Real Property Lease, as the case may be, that is a party survey costs thereto and, to the Knowledge of identifying the property covered by Sellers, of the Seller Retained Easements other parties thereto, enforceable in accordance with their terms. Except as set forth on Schedule 3.12(b) hereto, neither the Companies or the Asset Sellers transferring the Transferred Real Property Leases, as the case may be, nor, to the Knowledge of the Sellers, any other party thereto (1) is in material breach or default under any of the Real Property Leases, and the Additional Conveyed Easementsno event has occurred or circumstance exists which, together with the costs delivery of notice, the passage of time or both, would constitute such a material breach or default or permit the termination, modification or acceleration of rent under any Real Property Lease, or (2) has subleased, licensed or otherwise granted any Person the right to use or occupy any of the SurveysLeased Real Property or any portion thereof. Such costs shall be borne 50% by None of the Purchaser and 50% by Companies or the Asset Sellers transferring the Transferred Real Property Leases has received any written or, to the Knowledge of the Sellers, oral, notice of termination, material breach or violation of any Real Property Lease from any landlord of any Leased Real Property. No Company or Asset Seller transferring any Real Property Lease has collaterally assigned or granted any other security interest in any Real Property Lease or any interest therein. During the past three (3) years, the Companies’ or the Asset Sellers’ possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed. (c) With respect Neither the whole nor any material portion of any of the Owned Real Property or Leased Real Property has been or, to the Land Farm SiteKnowledge of Sellers, is proposed to be, condemned, requisitioned or otherwise taken by any public authority. To the Knowledge of the Sellers, no public improvements will be made that would reasonably be expected to result in special assessments against or otherwise affect any of the Owned Real Property or Leased Real Property and which would be material to the business of the Companies. During the last three (3) years, none of the Sellers or the Companies has received any written notice of any material violations of any applicable Law by a Company or Asset Seller, as the case may be, affecting the Owned Real Property or the Leased Real Property, the buildings, structures, fixtures and improvements on the Owned Real Property or the Leased Real Property or the use and occupancy thereof. To the Knowledge of the Sellers, there are no pending zoning, rezoning or special designation proceedings that would adversely affect any of the Owned Real Property in any material respect. (d) The Parties shall use good faith efforts to finalize prior to Closing an ownership agreement acknowledge that provides for an allocation the representations and warranties set forth in this Section 3.12 are qualified by the provisions of costs in accordance with the JWWTP Agreements and provides for a waiver of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangement.Annex C.

Real Property Matters. (a) The Sellers shall provide Seller agrees to deliver to Purchaser, as soon as reasonably possible after the Purchaser execution of this Agreement, not to exceed ten (10) Business Days from the date of this Agreement, copies of the all (i) title commitmentinformation in possession of Seller, including, but not limited to, title policies insurance policies, attorneys' opinions on title, surveys, covenants, deeds, notes and surveys listed on Schedule 6.17(a) (the “Existing Title Information”) mortgages and easements relating to the Real Property, and shall (ii) reports, surveys, notices, correspondence or other information known to Seller and reasonably cooperate with the Purchaser retrievable by Seller, or in Seller's possession, which relate to the extent environmental condition of the Real Property or existing or potential violations of laws or regulations relating to the environment. Such delivery shall constitute no warranty by Seller as to the accuracy or completeness thereof or that Purchaser seeks is entitled to obtain for rely thereon. (b) At its option and its lenders benefit TLTA expense, Purchaser may cause to be conducted within forty-five (45) calendar days after the date of this Agreement (the "Study Period") (i) a title policies examination, physical survey, zoning compliance review, and structural inspection of the Real Property and Improvements thereon (“the "Property Examination") and (ii) site inspections, regulatory analyses, and Phase 1 environmental assessments of the Real Property, together with such other studies and analyses as Purchaser Title Policies”shall deem necessary or desirable (collectively, the "Environmental Survey"); provided, however, that, without the prior written consent of Seller, Purchaser shall not conduct any soil, surface water or ground water sampling ("Intrusive Testing"). (c) If in the course of the Property Examination or surveys Environmental Survey Purchaser discovers a "Material Defect" (“Surveys”as defined in Subsection (d) below) with respect to the SiteReal Property, Purchaser will give prompt written notice thereof to Seller (but in any event prior to 5:00 p.m. on the Combined Dock last day of the Study Period) describing the facts or conditions constituting the Material Defect and the measures which Purchaser reasonably believes are necessary to correct such Material Defect. If Purchaser fails to give such written notice of a Material Defect to Seller within the Study Period, Purchaser shall be deemed to have waived the right to assert the existence of any Material Defect for which notice was not so provided. If Purchaser provides Seller with written notice of a Material Defect within the Study Period, Seller and Purchaser shall promptly discuss and seek to reach agreement as to an acceptable cure or other resolution of the asserted Material Defect. Seller shall respond to Purchaser's notice before 5:00 p.m. on the twentieth (20th) Business Day after its receipt advising Purchaser whether Seller elects to cure the Material Defect. Absent such a response, Seller shall be deemed to have declined to cure such Material Defect. If Seller elects to cure, then Seller shall proceed with such cure and shall complete such cure within forty-five (45) calendar days thereafter or such additional period as shall be agreed upon by Seller and Purchaser, provided that completion of the cure shall be a condition to Purchaser's obligation to close. If Seller elects not to cure or is not able to cure any Material Defect with respect to the Real Property Interests and Purchaser and Seller are otherwise unable to agree on how the JWWTP Conveyed Material Defect will be addressed in order to effect Closing on the Real Property, or if Seller does not consent to any Intrusive Testing reasonably proposed by Purchaser, then Purchaser shall have the option exercisable upon written notice to Seller delivered at least ten (10) Business Days prior to the Closing to (i) waive the Material Defect; or (ii) purchase the Assets (other than the Real Property) and assume the Deposits associated with the affected Branch, but lease such Real Property Interest. The Purchaser shall bear "as is" without any representation or warranty or any liability for existing environmental damage, maintenance, taxes or insurance for a period of up to twelve (12) months, on a month-by-month basis, at a reasonable cost and with reasonable terms to be agreed upon by Seller and Purchaser, in order to allow for relocation of the cost business of any Purchaser Title Policiessuch Branch to another facility. (bd) The Parties acknowledge and agree that For purposes of this Agreement, a "Material Defect" with regard to the Property Examination shall include: (i) the existence of any lien (other than the lien of real property taxes not yet due and payable), encumbrance, easement, covenant, or other restriction, title imperfection or title irregularity, or the existence of any facts or condition that constitutes a breach of Seller's representations and warranties contained in Section 5.4 and 5.6 above, in any such case that Purchaser reasonably believes will materially affect its use of the Real Property will be conveyed to for the Purchaser at the Closing with reservations of easements, leasehold rights, other surface use rights and rights-of-access in favor purpose of the Sellers providing for operation of a branch bank or materially affects the locating value or marketability of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith (the “Seller Retained Easements”) and Real Property; (ii) the Sellers will convey encroachment by an improvement on the Real Property onto other property or onto any easement, a violation of any setback requirement, the encroachment of an improvement on any other property onto the Real Property, or the existence of a zoning restriction that does not permit use of the Real Property as a branch banking facility without grandfathering or variance and without site plan review or the construction of any additional improvements; or (iii) the existence of any structural defect or state of disrepair in the improvements on the Real Property (including any equipment, fixtures or other components related thereto) that Purchaser reasonably believes would cost at least $20,000.00 with respect to any one Branch. For purposes of this Section 7.12, a "Material Defect" with regard to the Purchaser at Environmental Survey shall include the Closing easements, leasehold rights, other surface rights and rights-of-access existence of facts or circumstances relating to the extent necessary across lands owned Branch demonstrating that any action, including the discharge, disposal, release, or emission by any person of any "Hazardous Material" (as defined below) detected in, on or under the Sellers providing for the locating of and access Real Property in a concentration that violates any applicable Environmental Law (as defined below), has been taken or not taken or a condition or event likely has occurred or exists, with respect to the Easement Facilities (Real Property, which constitutes or would constitute a material violation of any Environmental Law as to which Purchaser reasonably believes, based on the “Additional Conveyed Easements”). From advice of legal counsel or other consultants, that Purchaser could become responsible or liable for assessment, removal, remediation, monetary damages, or civil, criminal or administrative penalties or other corrective action and after in connection with which the date hereof until the Closing, the Sellers and the Purchaser shall cooperate and share the out-of-pocket third-party survey costs amount of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs expense or liability which it could incur or for which it could become responsible or liable following consummation of the Surveys. Such costs shall be borne 50% transactions contemplated by the Purchaser and 50% by the Sellersthis Agreement at any time or over any period of time could equal or exceed $20,000 with respect to any one Branch. (ce) With respect For purposes of this Agreement, "Environmental Laws" shall include all federal, state, and local statutes, regulations, ordinances, orders, decrees, and similar provisions having the force or effect of law relating to or imposing liability, responsibility, or standards of conduct applicable to environmental, health, or safety conditions and/or releases of Hazardous Materials affecting the Land Farm SiteReal Property, including, without limitation, the Parties shall use good faith efforts Comprehensive Environmental Response, Compensation and Liability Act; the Superfund Amendment and Reauthorization Act; the federal Insecticide, Fungicide and Rodenticide Act; the Hazardous Materials Transportation Act; the Resource Conservation and Recovery Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Oil Pollution Act; the Coastal Zone Management Act; the North Carolina Oil Pollution and Hazardous Substances Control Act; the North Carolina Solid Waste Management Act; and the North Carolina Water and Air Resources Act; including any amendments thereto from time to finalize prior to Closing an ownership agreement that provides for an allocation time. (f) For purposes of costs in accordance with the JWWTP Agreements and provides for a waiver of rights of partitionthis Agreement, accounting and "Hazardous Material" means any materials, substances, wastes, chemical substances, or mixtures presently listed, defined, designated, or classified as hazardous, toxic, or dangerous, or otherwise regulated, under any Environmental Law, whether by type or quantity, including, but not limited to, any pesticides, pollutants, contaminants, toxic chemicals, oil or other similar rights inherent in a tenancypetroleum products or byproducts, asbestos or materials containing asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, lead or lead-in-common ownership arrangementcontaining paint, radon, or radioactive material.

Real Property Matters. (a) The Sellers shall provide to the and Purchaser copies of the title commitment, title policies and surveys listed on Schedule 6.17(a) acknowledge that certain real properties (the “Existing Title InformationSubdivision Properties”) relating may need to be subdivided or otherwise legally partitioned in accordance with applicable Law (a “Required Subdivision”) so as to permit the affected Owned Real Property to be conveyed to Purchaser separate and apart from adjacent Excluded Real Property. Section 6.27 of the Sellers’ Disclosure Schedule contains a list of the Subdivision Properties that was determined based on the current list of Excluded Real Property. Section 6.27 of the Sellers’ Disclosure Schedule may be updated at any time prior to the Real PropertyClosing to either (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, and which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall reasonably pay for all costs incurred to complete all Required Subdivisions. Sellers shall cooperate in good faith with Purchaser in connection with the completion with all Required Subdivisions, including executing all required applications or other similar documents with Governmental Authorities. To the extent that any Required Subdivision for a Subdivision Property is not completed prior to Closing, then at Closing, Sellers shall lease to Purchaser only that portion of such Subdivision Property that constitutes Owned Real Property pursuant to a mutually acceptable lease (the “Subdivision Master Lease”), which is consistent with the terms contained in the Subdivision Master Lease Term Sheet attached hereto as Exhibit L (the “Subdivision Master Lease Term Sheet”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the extent the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) or surveys (“Surveys”) with respect to the SiteSubdivision Master Lease, the Combined Dock Subdivision Master Lease shall be terminated as to such Owned Real Property Interests and the JWWTP Conveyed such Owned Real Property Interest. The shall be conveyed to Purchaser shall bear the cost of any Purchaser Title Policiesby Quitclaim Deed for One Dollar ($1.00) in stated consideration. (b) Sellers and Purchaser acknowledge that the Saginaw Nodular Iron facility in Saginaw, Michigan (the “Saginaw Nodular Iron Land”) contains a wastewater treatment facility (the “Existing Saginaw Wastewater Facility”) that currently services the adjacent Owned Real Property commonly known as the GMPT—Saginaw Metal Casting facility (the “Saginaw Metal Casting Land”). In the event that Purchaser designates the Saginaw Nodular Iron Land as an Excluded Real Property, between the date of this Agreement and the Closing, Purchaser shall investigate and inform Sellers as to whether Purchaser intends to construct a new wastewater treatment facility on the Saginaw Metal Casting Land. In the event that Purchaser informs Sellers of its intent to build a new wastewater treatment facility, then at Closing Sellers shall use reasonable best efforts to enter into a service agreement with a third party contractor (the “Saginaw Service Contract”) to operate the Existing Saginaw Wastewater Facility for the benefit of the Saginaw Metal Casting Land until such time as the new wastewater treatment facility is completed. The Parties acknowledge Saginaw Service Contract shall be on terms mutually acceptable to Sellers and agree Purchaser, provided that the term shall not extend beyond December 31, 2012. Purchaser shall pay all costs and fees under the Saginaw Service Contract. In the event that Purchaser elects not to build a new wastewater treatment facility, then upon completion of any Required Subdivision necessary to effectuate the terms of this 0(b), Sellers shall (i) the Real Property will be conveyed convey title to the Purchaser at the Closing with reservations of easements, leasehold rights, other surface use rights Existing Saginaw Wastewater Facility and rights-of-access in favor such portion of the Sellers providing for Saginaw Nodular Iron Land as is required by Purchaser to operate the locating Existing Saginaw Wastewater Facility, including lagoons, but not any other portion of and access the Saginaw Nodular Iron Land, to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained Purchaser by the Sellers from and after the Closing together with any pumps and other equipment associated therewith (the “Seller Retained Easements”) quitclaim deed and (ii) grant Purchaser such easements for utilities over the Sellers will convey to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until the Closing, the Sellers and the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs portion of the Surveys. Such costs shall Saginaw Nodular Iron Land retained by Sellers as may be borne 50% by required to operate the Purchaser and 50% by the SellersExisting Saginaw Wastewater Facility. (c) With respect Sellers and Purchaser acknowledge that access to certain Excluded Real Property owned by Sellers or other real properties owned by Excluded Entities and certain Owned Real Property that may hereafter be designated as Excluded Real Property on Section 2.2(b)(v) of the Sellers’ Disclosure Schedule (a “Landlocked Parcel”) is provided over land that is part of the Owned Real Property. To the extent that direct access to a public right-of-way is not obtained for any Landlocked Parcel by the Closing, then at Closing, Purchaser, in its sole election, shall for each such Landlocked Parcel either (i) grant an access easement over a mutually agreeable portion of the adjacent Owned Real Property for the benefit of the Landlocked Parcel until such time as the Landlocked Parcel obtains direct access to the Land Farm Sitepublic right-of-way, pursuant to the Parties terms of a mutually acceptable easement agreement, or (ii) convey to the owner of the affected Landlocked Parcel by quitclaim deed such portion of the adjacent Owned Real Property as is required to provide the Landlocked Parcel with direct access to a public right-of-way. (d) At and after Closing, Sellers and Purchasers shall use cooperate in good faith efforts to finalize prior investigate and resolve all issues reasonably related to Closing an ownership agreement or arising in connection with Shared Executory Contracts that provides for an allocation involve the provision of costs in accordance with the JWWTP Agreements and provides for a waiver of rights of partitionwater, accounting water treatment, electricity, fuel, gas, telephone and other similar rights inherent in a tenancy-in-common ownership arrangementutilities to both Owned Real Property and Excluded Real Property.

Real Property Matters. (ai) The Sellers Buyer’s Title Company shall provide have committed to the Purchaser copies issue to Buyer at Closing an ALTA 2021 owner’s policy of the title commitment, title policies and surveys listed on Schedule 6.17(a) insurance (the “Existing Title InformationPolicy”) relating from Title Company insuring good and valid fee simple title to and ownership of the Owned Real Property in Buyer in the amount of the Owned Property Purchase Price with exceptions on Schedule B thereof only for the Permitted Liens and such endorsements as may be reasonably necessary. Buyer shall, within three (3) Business Days after execution of this Agreement, order from the Title Company a title commitment with respect to the Owned Real Property, and shall reasonably cooperate with the Purchaser Title Company and diligently pursue Title Company’s commitment for issuance of the Title Policy until Closing. (ii) Buyer shall have received an ALTA/NSPS land title survey of the Owned Real Property that is sufficient to delete the standard survey exception from the Title Policy. Buyer shall, within three (3) Business Days after execution of this Agreement, order from a reputable third-party provider such ALTA/NSPS land title survey, and shall diligently pursue such survey. (iii) Buyer shall have received from the landlords under the Real Property Leases consents to the extent the Purchaser seeks assignment of each such Real Property Lease, which consents shall be in form and content reasonably acceptable to obtain for its Buyer and its lenders benefit TLTA title policies (“Purchaser Title Policies”) or surveys (“Surveys”) Seller Group, and shall include estoppel certificates confirming, with respect to the SiteReal Property Leases, critical terms and information, the Combined Dock Real Property Interests absence of defaults, and the JWWTP Conveyed Real Property Interestsuch other customary information that Buyer may reasonably require and such estoppel certificates shall be reasonably acceptable to Buyer. The Purchaser Buyer and Seller shall bear the cost of any Purchaser Title Policiescooperate in drafting, negotiating and obtaining from such landlords such consents, and shall diligently pursue such consents. (biv) The Parties acknowledge Buyer shall have received from the City an estoppel certificate with respect to the Development Agreement confirming, with respect to such Development Agreement, critical terms and agree information, the absence of defaults, and such other customary information that Buyer may reasonably require and such estoppel certificates shall be reasonably acceptable to Buyer. (iv) Buyer shall have received from the City and the Industrial Development Corporation of the City (each in its capacity under the covenants, conditions and restrictions recorded against the title to the Owned Real Property will be conveyed to the Purchaser at the Closing with reservations of easements, leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith (the “Seller Retained Easements”) and (ii) the Sellers will convey to the Purchaser at the Closing easements, leasehold rights, other surface rights and rights-of-access to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed EasementsCC&Rs”). From and after the date hereof until the Closing, the Sellers and the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together ) an estoppel certificate with the costs of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the Sellers. (c) With respect to the Land Farm SiteCC&Rs confirming, with respect to such CC&Rs, critical terms and information, the Parties absence of defaults, and such other customary information that Buyer may reasonably require and such estoppel certificates shall use good faith efforts be reasonably acceptable to finalize prior to Closing an ownership agreement that provides for an allocation of costs in accordance with the JWWTP Agreements and provides for a waiver of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangementBuyer.