Common use of Real Property Matters Clause in Contracts

Real Property Matters. (a) Sellers and Purchaser acknowledge that certain real properties (the “Subdivision Properties”) 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 Closing to either (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall 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 Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (the “Subdivision Master Lease”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Lease, the Subdivision Master Lease shall be terminated as to such Owned Real Property and such Owned Real Property shall be conveyed to Purchaser by 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 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 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 costs of completing any Required Subdivision necessary to effectuate the terms of this Section 6.27(b), (ii) Sellers shall convey title to the Existing Saginaw Wastewater Facility, the Saginaw Landfill and/or such other portion of the 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 required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw Landfill. (c) 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 public right-of-way, pursuant to the 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 reasonable best efforts to cause the Willow Run Landlord to execute, within thirty (30) days after the Closing, or at such later date as may be mutually agreed upon, an 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 the Willow Run Lease Amendment is approved and executed by the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, or one of its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially in the form attached hereto as Exhibit M (the “Assignment and Assumption of Willow Run Lease”).

Real Property Matters. (a) The Sellers shall provide to the Purchaser copies of the title commitment, title policies and Purchaser acknowledge that certain real properties surveys listed on Schedule 6.17(a) (the “Subdivision PropertiesExisting Title Information”) may need relating to be subdivided or otherwise legally partitioned in accordance the Real Property, and shall reasonably cooperate with applicable Law the Purchaser to the extent the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (a “Required SubdivisionPurchaser Title Policies”) so as or surveys (“Surveys”) with respect to permit the affected Owned Site, the Combined Dock Real Property to be conveyed to Purchaser separate Interests and apart from adjacent Excluded the JWWTP Conveyed Real PropertyProperty Interest. 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 Closing to either (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. The Purchaser shall pay for all costs incurred to complete all Required Subdivisions. Sellers shall cooperate in good faith with bear the cost of any 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 Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (the “Subdivision Master Lease”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Lease, the Subdivision Master Lease shall be terminated as to such Owned Real Property and such Owned Real Property shall be conveyed to Purchaser by Quitclaim Deed for One Dollar ($1.00) in stated considerationTitle Policies. (b) Sellers The Parties acknowledge 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 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 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 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 pay all cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and fees related to such purchasethe Additional Conveyed Easements, including together with the costs of completing any Required Subdivision necessary to effectuate the terms of this Section 6.27(b), (ii) Sellers Surveys. Such costs shall convey title to be borne 50% by the Existing Saginaw Wastewater Facility, Purchaser and 50% by the Saginaw Landfill and/or such other portion of the 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 required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw LandfillSellers. (c) 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 With respect to the public right-of-wayLand Farm Site, pursuant to the 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 Parties shall cooperate in use good faith efforts to investigate finalize prior to Closing an ownership agreement that provides for an allocation of costs in accordance with the JWWTP Agreements and resolve all issues reasonably related to or arising in connection with Shared Executory Contracts that involve the provision provides for a waiver of waterrights of partition, water treatment, electricity, fuel, gas, telephone accounting and other utilities to both Owned Real Property and Excluded Real Propertysimilar rights inherent in a tenancy-in-common ownership arrangement. (e) Parent shall use reasonable best efforts to cause the Willow Run Landlord to execute, within thirty (30) days after the Closing, or at such later date as may be mutually agreed upon, an 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 the Willow Run Lease Amendment is approved and executed by the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, or one of its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially in the form attached hereto as Exhibit M (the “Assignment and Assumption of Willow Run Lease”).

Real Property Matters. (a) Sellers and Purchaser acknowledge that certain real properties (the “Subdivision Properties”) 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 Closing to either (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall 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 Agreement (Subdivision Properties) substantially in the form Term Sheet attached hereto as Exhibit L (the “Subdivision Master LeaseLease Term Sheet”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Lease, the Subdivision Master Lease shall be terminated as to such Owned Real Property and such Owned Real Property shall be conveyed to Purchaser by 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 services the adjacent Owned Real Property commonly known as the GMPT - Saginaw Metal Casting facility (the “Saginaw Metal Casting Land”). The In the event that Purchaser designates the Saginaw Nodular Iron Land has been designated as an Excluded Real Property under Section 2.2(b)(v) Property, between the date of this Agreement and the Sellers’ Disclosure Schedule. At the Closing (or within sixty (60) days after the Closing with respect Closing, Purchaser shall investigate and inform Sellers as to whether Purchaser intends to construct a new wastewater treatment facility on the Saginaw Landfill)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 one or more a service agreements agreement with one or more a third party contractors contractor (collectively, the “Saginaw Service ContractsContract”) to operate the Existing Saginaw Wastewater Facility and the Saginaw Landfill for the benefit of the Saginaw Metal Casting LandLand until such time as the new wastewater treatment facility is completed. The terms and conditions of the Saginaw Service Contracts Contract shall be on terms mutually acceptable to Purchaser Sellers and Sellers; Purchaser, 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 under the Saginaw Service Contract. In the event that Purchaser elects not to such purchasebuild a new wastewater treatment facility, including the costs then upon completion of completing any Required Subdivision necessary to effectuate the terms of this Section 6.27(b0(b), (ii) Sellers shall (i) convey title to the Existing Saginaw Wastewater Facility, the Saginaw Landfill and/or Facility and such other portion of the Saginaw Nodular Iron Land as is required by Purchaser to operate the Existing Saginaw Wastewater Facility and/or the Saginaw LandfillFacility, including lagoons, but not any other portion of the Saginaw Nodular Iron Land, to Purchaser by quitclaim deed and (iiiii) Sellers shall grant Purchaser such easements for utilities over the portion of the Saginaw Nodular Iron Land retained by Sellers as may be required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw LandfillFacility. (c) 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 public right-of-way, pursuant to the 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 reasonable best efforts to cause the Willow Run Landlord to execute, within thirty (30) days after the Closing, or at such later date as may be mutually agreed upon, an 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 the Willow Run Lease Amendment is approved and executed by the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, or one of its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially in the form attached hereto as Exhibit M (the “Assignment and Assumption of Willow Run Lease”).

Real Property Matters. (a) Sellers and Purchaser acknowledge that certain real properties (the “Subdivision Properties”) may need Seller has made available 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 Purchaser, copies 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 Closing to either all (i) add additional Subdivision Properties or title information in possession of Seller, including, but not limited to, title insurance policies, attorneys’ opinions on title, surveys, covenants, deeds, notes and mortgages and easements relating to the Real Property; and (ii) remove any Subdivision Propertiesreports, surveys, notices, correspondence or other information in Seller’s possession, which have been determined relate to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall 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 environmental condition of 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 or existing or potential violations of Law relating to the Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (the “Subdivision Master Lease”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Lease, the Subdivision Master Lease shall be terminated as to such Owned Real Property environment and such Owned Real Property shall be conveyed to Purchaser by Quitclaim Deed for One Dollar ($1.00) in stated considerationwhich has not been previously delivered. (b) Sellers At its option and expense, Purchaser acknowledge that may cause to be conducted during the Saginaw Nodular Iron facility in Saginaw, Michigan period beginning on the date hereof and ending on the thirtieth (30th) day after the date of this Agreement (the “Saginaw Nodular Iron LandDue Diligence Period”) (i) contains a wastewater treatment facility title examination, physical survey, zoning compliance review, and structural inspection of the Real Property and Improvements thereon (the “Existing Saginaw Wastewater FacilityProperty Examination”) and a landfill (the “Saginaw Landfill”ii) that currently serve the Owned Real Property commonly known as the GMPT - Saginaw Metal Casting facility (the “Saginaw Metal Casting Land”). The Saginaw Nodular Iron Land has been designated as an Excluded Real Property under Section 2.2(b)(v) site inspections, regulatory analyses, and Phase 1 environmental assessments of the Sellers’ Disclosure Schedule. At the Closing (Real Property, together with such other studies and analyses as Purchaser shall deem necessary 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 desirable (collectively, the “Saginaw Service ContractsEnvironmental Survey”) ). Purchaser agrees to operate the Existing Saginaw Wastewater Facility indemnify and the Saginaw Landfill for the benefit hold harmless Seller from damages resulting from injuries to any person or property from any cause arising out of the Saginaw Metal Casting Land. The terms and conditions commission or omission 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, act or both, for One Dollar ($1.00) in stated consideration; provided that (i) Purchaser shall pay all costs and fees acts related to such purchaseinspections by Purchaser, including the costs of completing any Required Subdivision necessary to effectuate the terms of this Section 6.27(b), (ii) Sellers shall convey title except to the Existing Saginaw Wastewater Facility, the Saginaw Landfill and/or such other portion extent of the 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 required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw LandfillSeller’s gross negligence or willful misconduct. (c) Sellers 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 any Real Property, Purchaser shall give prompt written notice thereof to 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 acknowledge that access shall promptly discuss and seek to certain Excluded 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 owned by Sellers or other real properties owned by Excluded Entities the Closing Date and certain Owned Real Property that may hereafter Purchaser and Seller are otherwise unable to agree on how the Material Defect will be designated as Excluded Real Property addressed in order to effect Closing on Section 2.2(b)(v) of the Sellers’ Disclosure Schedule (a “Landlocked Parcel”) is provided over land that is part of the Owned such 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, Purchaser shall for each such Landlocked Parcel either have the option exercisable upon written notice to Seller to (i) grant an access easement over a mutually agreeable portion of waive the adjacent Owned Real Property for the benefit of the Landlocked Parcel until such time as the Landlocked Parcel obtains direct access to the public right-of-way, pursuant to the terms of a mutually acceptable easement agreement, Material Defect; or (ii) convey 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 the owner twelve (12) months, on a month-by-month basis, at an annual rental rate equal to 8% of the affected Landlocked Parcel by quitclaim deed appraised value of 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. with other reasonable terms to be agreed upon by Seller and Purchaser; provided, however, that in the event Seller is able to cure any such Material Defect during such lease period, Purchaser shall purchase within ten (e) Parent shall use reasonable best efforts to cause the Willow Run Landlord to execute, within thirty (3010) days after the Closing, or at such later date cure such Real Property from Seller for an amount equal to such Real Property’s appraised value as may be mutually agreed upon, an 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 the Willow Run Lease Amendment is approved and executed by the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, or one of its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially in the form attached hereto as Exhibit M (the “Assignment and Assumption of Willow Run Lease”)set forth on Schedule 2.1.

Real Property Matters. (a) Sellers and Purchaser acknowledge that certain real properties (the “Subdivision Properties”) 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 Closing to either (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall 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 Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (the “Subdivision Master Lease”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Lease, the Subdivision Master Lease shall be terminated as to such Owned Real Property and such Owned Real Property shall be conveyed to Purchaser by 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 - GMPT—Saginaw Metal Casting facility (the “Saginaw Metal Casting Land”). The 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 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 costs of completing any Required Subdivision necessary to effectuate the terms of this Section 6.27(b), (ii) Sellers shall convey title to the Existing Saginaw Wastewater Facility, the Saginaw Landfill and/or such other portion of the 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 required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw Landfill. (c) 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 public right-of-way, pursuant to the 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- 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 reasonable best efforts to cause the Willow Run Landlord to execute, within thirty (30) days after the Closing, or at such later date as may be mutually agreed upon, an 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 the Willow Run Lease Amendment is approved and executed by the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, or one of its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially in the form attached hereto as Exhibit M (the “Assignment and Assumption of Willow Run Lease”).

Real Property Matters. (a) Sellers From and Purchaser acknowledge that certain real properties (after the “Subdivision Properties”) may need date hereof, Seller agrees to be subdivided or otherwise legally partitioned in accordance cooperate with applicable Law (a “Required Subdivision”) so as Buyer and to permit provide Buyer's employees, agents and representatives with access to the affected Owned Real Property to be conveyed to Purchaser separate Premises for purposes of performing such inspections, tests and apart from adjacent Excluded Real Property. Section 6.27 surveys 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 Closing to either (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall pay for all costs incurred to complete all Required Subdivisions. Sellers shall cooperate in good faith with Purchaser Premises as Buyer reasonably determines are necessary in connection with the completion with all Required Subdivisionstransactions contemplated by this Agreement. Prior to performing any such inspections, including executing all required applications or other similar documents with Governmental Authoritiestests and surveys of the Premises, Buyer shall obtain Seller's consent to each such procedure. To Such inspections, tests and surveys of 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 Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (the “Subdivision Master Lease”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Lease, the Subdivision Master Lease Leased Premises shall be terminated as to such Owned Real Property conducted only after Seller obtains the consent of Seller and such Owned Real Property shall be conveyed to Purchaser by Quitclaim Deed for One Dollar ($1.00) in stated considerationSeller obtains the consent of the respective landlords of the Leased Premises. (b) Sellers and Purchaser acknowledge that the Saginaw Nodular Iron facility in Saginaw, Michigan Seller has delivered to Buyer a current title commitment (the “Saginaw Nodular Iron Land”"Title Commitment") contains from a wastewater treatment facility title insurance company reasonably acceptable to Buyer (the “Existing Saginaw Wastewater Facility”"Title Company") 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 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 LandfillOwned Premises. If the Title Commitment discloses any Lien other than a Permitted Lien (each, an "Unpermitted Lien"), Sellers Seller 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 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 Landfillremove, or bothcause to be removed, for One Dollar ($1.00) all Unpermitted Liens or, in stated consideration; provided that (i) Purchaser shall pay the alternative, obtain title insurance in a form reasonably satisfactory to Buyer insuring over all costs and fees related to of such purchase, including the costs of completing any Required Subdivision necessary to effectuate the terms of this Section 6.27(b), (ii) Sellers shall convey title to the Existing Saginaw Wastewater Facility, the Saginaw Landfill and/or such other portion of the 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 required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw LandfillUnpermitted Liens. (c) Sellers Within fourteen (14) days after the execution and Purchaser acknowledge that access delivery of this Agreement, Seller will deliver 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)(vBuyer a current survey (the "Survey") of the Sellers’ Disclosure Schedule 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 Title Surveys, disclosing the location of all improvements, easements, roadways, utility lines and other matters customarily shown on such surveys (a “Landlocked Parcel”) is provided over land including such Table A items as Buyer may reasonably request). The Survey shall affirmatively show that is part of the Owned Real Property. To the extent that direct Premises has access to a public right-of-way is not obtained for any Landlocked Parcel 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 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 public right-of-way, pursuant to the 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- waySeller and Buyer. (d) At and after Closing, Sellers and Purchasers shall cooperate in good faith to investigate and resolve all issues reasonably related to On 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 reasonable best efforts to cause the Willow Run Landlord to execute, within thirty (30) days after before the Closing, or at such later date as may be mutually agreed upon, Seller shall use commercially reasonable efforts to obtain an amendment estoppel agreement in form and substance reasonably satisfactory to Buyer from the Willow Run Lease which extends landlords under the term Assumed Real Property Leases for the Leased Premises designated on Schedule 8.11(d). Buyer acknowledges that certain of the Willow Run Lease until December 31, 2010 with three (3) one-month options Assumed Real Property Leases do not contain clauses requiring the respective landlords to extend, all at the current rental rate under the Willow Run Lease (the “Willow Run Lease Amendment”). In the event that the Willow Run Lease Amendment is approved and executed by the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, or one of its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially in the form attached hereto as Exhibit M (the “Assignment and Assumption of Willow Run Lease”)provide such estoppel agreements.

Real Property Matters. ‌ (a) Sellers and Purchaser acknowledge that certain real properties (If Seller entered into a Sale Leaseback Financing of the “Subdivision Properties”) may need to be subdivided or otherwise legally partitioned Facility Site in accordance with applicable Law 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 “Required Subdivision”binding obligation of such Lessor or Lessors and Seller to terminate such Sale Leaseback Financing (as defined in the PPA) 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 or prior to the Closing to either by the (i) add additional Subdivision Properties reconveyance of the Facility Site by such Lessor or Lessors to Seller and the termination of the lease of the Facility Site by such Lessor or Lessors and Seller, or (ii) remove any Subdivision Propertiestransfer of the Facility Site directly by such Lessor or Lessors to Buyer, which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall 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 provided that any Required Subdivision for a Subdivision Property is not completed prior such transfer from Lessor directly 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 Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (the “Subdivision Master Lease”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Lease, the Subdivision Master Lease Buyer shall be terminated on the same terms and conditions as a transfer of the Facility Site from Seller to such Owned Real Property and such Owned Real Property shall be conveyed to Purchaser by Quitclaim Deed for One Dollar ($1.00) Buyer as set forth in stated considerationthis Agreement. (b) Sellers and Purchaser acknowledge that As of the Saginaw Nodular Iron facility in SaginawClosing Date, Michigan (the “Saginaw Nodular Iron Land”) Schedule 3.3 contains a wastewater treatment facility true, correct and complete list of any Contracts, including the Land Documents, that provide Seller with any rights in or to real property (“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, “Existing Saginaw Wastewater FacilityReal Property Interests”), as well as leases (including farm and grazing leases) and a landfill (other agreements that grant or purport to grant, or reserve or purport to reserve to third parties, interests in or to the “Saginaw Landfill”) that currently serve the Owned land which is subject to Real Property commonly known as the GMPT - Saginaw Metal Casting facility Interests (the “Saginaw Metal Casting LandThird Party Property Interests”). The Saginaw Nodular Iron Land has been designated as an Excluded True, correct and complete copies of the Real Property under Section 2.2(b)(v) Contracts have been delivered to Buyer. As of the Sellers’ Disclosure ScheduleClosing Date, Seller holds no Real Property Interests other than those that are set forth in such Real Property Contracts. At the Closing (or within sixty (60) days after the Closing 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 Saginaw LandfillReal Property Contracts. Each of the Real Property Interests granted by a Real Property Contract provides legal, valid, and enforceable rights in favor of Seller and constitutes a legal, valid and binding obligation of Seller and, to Seller’s DB2/ 48370541.18 Knowledge, of the 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 any severed minerals (including any evaluation as to feasibility or likelihood of mineral extraction and any separate chain of title for severed minerals), Sellers shall enter into one or more service agreements with one or more third party contractors material records searches (collectivelyfor any governmental records not included in any title reports) and exception documents referenced in such reports, the “Saginaw Service Contracts”) to operate the Existing Saginaw Wastewater Facility and 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 Landfillpolicies, or both, for One Dollar ($1.00) in stated consideration; provided that (i) Purchaser shall pay all costs and fees related searches have been delivered to such purchase, including the costs of completing any Required Subdivision necessary to effectuate the terms of this Section 6.27(b), (ii) Sellers shall convey title to the Existing Saginaw Wastewater Facility, the Saginaw Landfill and/or such other portion of the 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 required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw LandfillBuyer. (c) Sellers and Purchaser acknowledge that access 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 certain Excluded or affecting any of the 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 public right-of-way, pursuant to the 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- wayInterests. (d) At and after ClosingExcept as set forth in Schedule 3.3, Sellers and Purchasers shall cooperate in good faith to investigate and resolve all issues reasonably related to Seller has not previously severed any mining, mineral or arising in connection with Shared Executory Contracts that involve water rights from any of the provision of water, water treatment, electricity, fuel, gas, telephone and other utilities to both Owned Real Property Interests and Excluded 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 PropertyProperty Interests. (e) Parent shall use reasonable best efforts Except as set forth in Schedule 3.3, other than with respect to the Real 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 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 the Real Property Contracts creating the leasehold or easement estate. (g) Except as set forth in Schedule 3.3, none of 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 therewith, and there has been no occurrence or condition on any real property adjoining any of the Real Property Interests that is reasonably likely to cause the Willow Run Landlord such Real Property Interest or any part thereof to execute, within thirty (30) days after the Closing, or at such later date be designated as may be mutually agreed upon, an 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 the Willow Run Lease Amendment is approved and executed by the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, or one of its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially in the form attached hereto as Exhibit M (the “Assignment and Assumption of Willow Run Lease”)border zone property.

Real Property Matters. (a) Sellers and Purchaser acknowledge that certain real properties (the “Subdivision Properties”) may need Seller has made available 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 Purchaser, copies 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 Closing to either all (i) add additional Subdivision Properties or title information in possession of Seller, including, but not limited to, title insurance policies, attorneys’ opinions on title, surveys, covenants, deeds, notes and mortgages and easements, relating to the Real Property; and (ii) remove any Subdivision Propertiesreports, surveys, notices, correspondence or other information in Seller’s possession, which have been determined relate to not require a Required Subdivision the environmental, health, or for which a Required Subdivision has been obtained. Purchaser shall pay for all costs incurred to complete all Required Subdivisions. Sellers shall cooperate in good faith with Purchaser in connection with safety condition of 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 Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (the “Subdivision Master Lease”). Upon completion or existing or potential violations of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Lease, the Subdivision Master Lease shall be terminated as to such Owned Real Property and such Owned Real Property shall be conveyed to Purchaser by Quitclaim Deed for One Dollar ($1.00) in stated considerationEnvironmental Laws. (b) Sellers At its option and expense, Purchaser acknowledge that may cause to be conducted during the Saginaw Nodular Iron facility in Saginaw, Michigan period beginning on the date hereof and ending on the forty-fifth (45th) calendar day after the date of this Agreement (the “Saginaw Nodular Iron LandDue Diligence Period”) (i) contains a wastewater treatment facility physical survey, zoning compliance review, and structural inspection of the Real Property and Improvements thereon (the “Existing Saginaw Wastewater FacilityProperty Examination”) and a landfill (the “Saginaw Landfill”ii) that currently serve the Owned Real Property commonly known as the GMPT - Saginaw Metal Casting facility (the “Saginaw Metal Casting Land”). The Saginaw Nodular Iron Land has been designated as an Excluded Real Property under Section 2.2(b)(v) site inspections, regulatory analyses, and Phase 1 environmental assessments of the Sellers’ Disclosure Schedule. At the Closing (Real Property, together with such other studies and analyses as Purchaser shall deem necessary 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 desirable (collectively, the “Saginaw Service ContractsEnvironmental Survey”) ). Purchaser agrees to operate the Existing Saginaw Wastewater Facility indemnify and the Saginaw Landfill for the benefit hold harmless Seller from damages resulting from injuries to any person or property from any cause arising out of the Saginaw Metal Casting Land. The terms and conditions commission or omission 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, act or both, for One Dollar ($1.00) in stated consideration; provided that (i) Purchaser shall pay all costs and fees acts related to such purchaseinspections by Purchaser, including the costs of completing any Required Subdivision necessary to effectuate the terms of this Section 6.27(b), (ii) Sellers shall convey title except to the Existing Saginaw Wastewater Facility, the Saginaw Landfill and/or such other portion extent of the 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 required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw LandfillSeller’s gross negligence or willful misconduct. (c) 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 At Seller’s expense, Seller shall obtain a commitment for owner’s title insurance on Section 2.2(b)(v) of standard ALTA 2006 form (collectively the Sellers’ Disclosure Schedule (a “Landlocked ParcelTitle Commitments”) is provided over land that is part for each location of the Owned Real Property. To The Title Commitments shall be delivered by Seller to Purchaser within ten (10) calendar days after the extent date of this Agreement. The Title Commitments shall indicate that direct access title to a public right-of-way the Real Property is not obtained for any Landlocked Parcel owned by Seller, free and clear of all Encumbrances. At the Closing, then at Closing, Purchaser, in its sole election, the title company shall issue an owner’s title policy for each such Landlocked Parcel either 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 (i) grant an access easement over a mutually agreeable portion the “Title Examination”). Seller shall pay the cost of the adjacent Owned 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 for the benefit of the Landlocked Parcel until such time as the Landlocked Parcel obtains direct access to the public right-of-way, pursuant to the 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- wayand Improvements established under Section 2.1(b)(iii). (d) At and after ClosingIf in the course of the Title Examination, Sellers and Purchasers the Property Examination or Environmental Survey Purchaser discovers a Material Defect (as defined in Section 6.16(e) below) with respect to any Real Property, Purchaser shall cooperate in good faith give prompt written notice thereof to investigate and resolve all issues reasonably related Seller prior to or arising 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 connection with Shared Executory Contracts that involve order to effect Closing on such Real Property, then Purchaser shall have the provision 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 waterup to twelve (12) months, water treatmenton a month-by-month basis, electricity, fuel, gas, telephone and other utilities at an annual rental rate equal to both Owned 8% of the appraised value of such Real Property and Excluded with other reasonable terms to be agreed upon by Seller and Purchaser; provided, however, that 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 amount equal to such Real Property’s appraised value as set forth on Schedule 2.1 less the aggregate amount of rental payments previously paid by Purchaser in accordance with this Section 6.16(d). (e) Parent For purposes of this Agreement, a “Material Defect” shall use reasonable best efforts to cause the Willow Run Landlord to execute, within thirty (30) days after the Closing, or at such later date as may be mutually agreed upon, an 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 the Willow Run Lease Amendment is approved and executed by the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, or one of its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially in the form attached hereto as Exhibit M (the “Assignment and Assumption of Willow Run Lease”).include:

Real Property Matters. (a) Sellers and Purchaser acknowledge that certain real properties (the “Subdivision Properties”) 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 Closing to either (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall 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 Agreement (Subdivision Properties) substantially in the form Term Sheet attached hereto as Exhibit L (the “Subdivision Master LeaseLease Term Sheet”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Lease, the Subdivision Master Lease shall be terminated as to such Owned Real Property and such Owned Real Property shall be conveyed to Purchaser by 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 services the adjacent Owned Real Property commonly known as the GMPT - GMPT—Saginaw Metal Casting facility (the “Saginaw Metal Casting Land”). The In the event that Purchaser designates the Saginaw Nodular Iron Land has been designated as an Excluded Real Property under Section 2.2(b)(v) Property, between the date of this Agreement and the Sellers’ Disclosure Schedule. At the Closing (or within sixty (60) days after the Closing with respect Closing, Purchaser shall investigate and inform Sellers as to whether Purchaser intends to construct a new wastewater treatment facility on the Saginaw Landfill)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 one or more a service agreements agreement with one or more a third party contractors contractor (collectively, the “Saginaw Service ContractsContract”) to operate the Existing Saginaw Wastewater Facility and the Saginaw Landfill for the benefit of the Saginaw Metal Casting LandLand until such time as the new wastewater treatment facility is completed. The terms and conditions of the Saginaw Service Contracts Contract shall be on terms mutually acceptable to Purchaser Sellers and Sellers; Purchaser, 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 under the Saginaw Service Contract. In the event that Purchaser elects not to such purchasebuild a new wastewater treatment facility, including the costs then upon completion of completing any Required Subdivision necessary to effectuate the terms of this Section 6.27(b0(b), (ii) Sellers shall (i) convey title to the Existing Saginaw Wastewater Facility, the Saginaw Landfill and/or Facility and such other portion of the Saginaw Nodular Iron Land as is required by Purchaser to operate the Existing Saginaw Wastewater Facility and/or the Saginaw LandfillFacility, including lagoons, but not any other portion of the Saginaw Nodular Iron Land, to Purchaser by quitclaim deed and (iiiii) Sellers shall grant Purchaser such easements for utilities over the portion of the Saginaw Nodular Iron Land retained by Sellers as may be required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw LandfillFacility. (c) 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 public right-of-way, pursuant to the 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- 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 reasonable best efforts to cause the Willow Run Landlord to execute, within thirty (30) days after the Closing, or at such later date as may be mutually agreed upon, an 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 the Willow Run Lease Amendment is approved and executed by the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, or one of its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially in the form attached hereto as Exhibit M (the “Assignment and Assumption of Willow Run Lease”).

Real Property Matters. (ai) Sellers and Purchaser acknowledge that certain real properties Buyer’s Title Company shall have committed to issue to Buyer at Closing an ALTA 2021 owner’s policy of title insurance (the “Subdivision PropertiesTitle Policy”) may need from Title Company insuring good and valid fee simple title to be subdivided or otherwise legally partitioned in accordance with applicable Law (a “Required Subdivision”) so as to permit and ownership of the affected 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 be conveyed to Purchaser separate and apart from adjacent Excluded the Owned Real Property. Section 6.27 , and shall cooperate with the Title Company and diligently pursue Title Company’s commitment for issuance 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 Closing to either (i) add additional Subdivision Properties or Title Policy until Closing. (ii) remove any Subdivision Properties, which Buyer shall have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall pay for all costs incurred to complete all Required Subdivisions. Sellers shall cooperate in good faith with Purchaser in connection with received an ALTA/NSPS land title survey of 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 Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (the “Subdivision Master Lease”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject sufficient to delete the Subdivision Master Leasestandard survey exception from the Title Policy. Buyer shall, the Subdivision Master Lease 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 be terminated as to diligently pursue such Owned Real Property and such Owned Real Property shall be conveyed to Purchaser by Quitclaim Deed for One Dollar ($1.00) in stated considerationsurvey. (biii) Sellers Buyer shall have received from the landlords under the Real Property Leases consents to the assignment of each such Real Property Lease, which consents shall be in form and Purchaser acknowledge content reasonably acceptable to Buyer and Seller Group, and shall include estoppel certificates confirming, with respect to the Real Property Leases, critical terms and 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. Buyer and Seller shall cooperate in drafting, negotiating and obtaining from such landlords such consents, and shall diligently pursue such consents. (iv) Buyer shall have received from the Saginaw Nodular Iron facility City an estoppel certificate with respect to the Development Agreement confirming, with respect to such Development Agreement, critical terms and 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. (v) Buyer shall have received from the City and the Industrial Development Corporation of the City (each in Saginawits capacity under the covenants, Michigan (conditions and restrictions recorded against the “Saginaw Nodular Iron Land”) contains a wastewater treatment facility (the “Existing Saginaw Wastewater Facility”) and a landfill (the “Saginaw Landfill”) that currently serve title to the Owned Real Property commonly known as the GMPT - Saginaw Metal Casting facility (the “Saginaw Metal Casting LandCC&Rs”). The 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 estoppel certificate with respect to the Saginaw Landfill)CC&Rs confirming, Sellers shall enter into one or more service agreements with one or more third party contractors (collectivelyrespect to such CC&Rs, critical terms and information, the “Saginaw Service Contracts”) to operate the Existing Saginaw Wastewater Facility absence of defaults, and the Saginaw Landfill for the benefit of the Saginaw Metal Casting Land. The terms such other customary information that Buyer may reasonably require and conditions of the Saginaw Service Contracts such estoppel certificates shall be mutually reasonably 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 costs of completing any Required Subdivision necessary to effectuate the terms of this Section 6.27(b), (ii) Sellers shall convey title to the Existing Saginaw Wastewater Facility, the Saginaw Landfill and/or such other portion of the 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 required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw LandfillBuyer. (c) 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 public right-of-way, pursuant to the 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 reasonable best efforts to cause the Willow Run Landlord to execute, within thirty (30) days after the Closing, or at such later date as may be mutually agreed upon, an 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 the Willow Run Lease Amendment is approved and executed by the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, or one of its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially in the form attached hereto as Exhibit M (the “Assignment and Assumption of Willow Run Lease”).

Real Property Matters. (a) Sellers At its option and expense, Purchaser acknowledge that certain real properties (the “Subdivision Properties”) may need cause to be subdivided or otherwise legally partitioned in accordance with applicable Law conducted: (1) a “Required Subdivision”) so as to permit the affected Owned Real Property to be conveyed to Purchaser separate title examination, physical survey, zoning compliance review, and apart from adjacent Excluded Real Property. Section 6.27 structural inspection 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 Closing to either (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall 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 Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (the “Subdivision Master Lease”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Lease, the Subdivision Master Lease shall be terminated as to such Owned Real Property and such Owned improvements thereon that is used by Bank as a banking office (collectively, the "Property Examination"); and (2) site inspections, historic reviews, regulatory analyses, and environmental assessments of the Real Property as Purchaser shall be conveyed deem necessary or desirable (collectively, the "Environmental Survey"); provided, however, should Purchaser elect to Purchaser by Quitclaim Deed for One Dollar ($1.00) 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 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 Saginaw Nodular Iron Land has been designated as an Excluded Real Property under Section 2.2(b)(v) course of the Sellers’ Disclosure Schedule. At the Closing Property Examination or Environmental Survey, Purchaser discovers a "Material Defect" (or within sixty (60as defined below) days after the Closing with respect to the Saginaw Landfill)Real Property, 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 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 option, at its sole discretion, exercisable upon prior written notice of not less than forty-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 (455) days. At any time during the term days of receipt of the Saginaw Service ContractsMaterial Defect Notice whether Seller elects to (1) cure such Material Defect, Purchaser may elect to purchase the Existing Saginaw Wastewater Facility, the Saginaw Landfill, or both, for One Dollar ($1.002) in stated consideration; provided that (i) lieu of curing the Material Defect, seek approval from Purchaser shall pay all costs and fees to indemnify Purchaser as to claims related to such purchase, including the costs of completing any Required Subdivision necessary to effectuate the Material Defect on terms of this Section 6.27(bthen agreed upon with Purchaser ("Material Defect Indemnification"), (ii) Sellers shall convey title to the Existing Saginaw Wastewater Facility, the Saginaw Landfill and/or such other portion of the 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 required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw Landfill. (c) 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 public right-of-way, pursuant to the terms of a mutually acceptable easement agreement, or (ii3) convey petition Purchaser to waive the owner of Material Defect without Seller curing, or providing indemnification as to, the affected Landlocked Parcel by quitclaim deed such portion of the adjacent Owned Real Property as is required Material Defect. If Seller elects to provide the Landlocked Parcel with direct access to a public right-of- way. (d) At and after Closingcure, Sellers and Purchasers then Seller 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 reasonable best efforts to cause the Willow Run Landlord to execute, within have thirty (30) days after from the Closingdate of the receipt of the Material Defect Notice, or at such later date time, which shall not be later than the Closing Date, as may shall be mutually agreed upon, an amendment agreeable to the Willow Run Lease parties in which extends to cure such Material Defect to Purchaser's satisfaction. If Seller elects to seek approval from Purchaser 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 term specific terms of such Material Defect Indemnification. If Seller either (1) fails to cure a Material Defect to Purchaser's satisfaction within the Willow Run Lease until December 31period specified above, 2010 (2) fails to reach agreement with three Purchaser as to the provision of Material Defect Indemnification, or (3) one-month options petitions Purchaser to extend, all at waive the current rental rate under the Willow Run Lease (the “Willow Run Lease Amendment”). In the event that the Willow Run Lease Amendment Material Defect and such petition is approved and executed denied in writing by the Willow Run LandlordPurchaser, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, or one of its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially in the form attached hereto as Exhibit M may terminate this Agreement (the “Assignment and Assumption of Willow Run Lease”with such termination being deemed to be a termination under Section 7.1).

Real Property Matters. (a) The Sellers and Purchaser acknowledge that certain real properties (the “Subdivision Properties”) may need Company shall use commercially reasonable efforts to be subdivided or otherwise legally partitioned in accordance cooperate 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 Closing to either (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall 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 SubdivisionsPurchaser obtaining new title commitments and/or new title policies for, 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 Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (the “Subdivision Master Lease”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Leaseand/or new surveys of, the Subdivision Master Lease shall be terminated as to such Owned Real Property Company Property, all at Purchaser’s sole discretion, cost and such Owned Real Property shall be conveyed to Purchaser by 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 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 expense (collectively, the “Saginaw Service ContractsUpdated Title Evidence”). If the Purchaser elects to obtain any new title policy, the Sellers and the Company shall use commercially reasonable efforts to deliver to the Title Company standard owner’s affidavits, copies of organizational documents and authorizing resolutions, and other documents reasonably required by that certain title company selected by the Purchaser (“Title Company”) to issue such new title policies, including an affidavit in a form acceptable to the Title Company to issue a non-imputation endorsement to such new title policies. Notwithstanding the foregoing, any such affidavits and documents shall be in a form reasonably acceptable to the Sellers. The Sellers shall not be obligated to deliver any indemnities or affidavits beyond those customarily required by title companies in similar transactions. If any Updated Title Evidence shows any new title exceptions, documents or other matters which are not Permitted Encumbrances and that could reasonably be expected to materially and adversely affect the Purchaser’s ability to operate the Existing Saginaw Wastewater Facility and Company Property or the Saginaw Landfill for the benefit ownership or value of the Saginaw Metal Casting Land. The terms Company Property (“New Title and conditions of Survey Matters”), then 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 approve or disapprove any Saginaw Service Contract upon prior such New Title and Survey Matters by written notice of not less than forty-five to the Seller Representative (45) days. At any time during the term of “Title Objections”), and the Saginaw Service ContractsSellers and the Company shall use commercially reasonable efforts to cure such Title Objections, 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 costs of completing any Required Subdivision necessary to effectuate the terms of this Section 6.27(b), (ii) Sellers shall convey title to the Existing Saginaw Wastewater Facility, the Saginaw Landfill and/or such other portion of the 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 required to operate incur any material cost or liability (deemed excessive by Sellers in their reasonable discretion) to do so. Notwithstanding the Existing Saginaw Wastewater Facility and/or foregoing, the Saginaw LandfillSellers and the Company shall use commercially reasonable efforts to satisfy and cause to be released of record any Encumbrances securing monetary obligations which are not Permitted Encumbrances. (b) From the date hereof until the Closing, Purchaser and its authorized agents and representatives (collectively, the “Purchaser Parties”) shall have the right to enter upon the Company Property at all reasonable times during normal business hours to perform Phase II environmental testing as set forth on Schedule 5.9(b) and such other inspections and examinations of the Company Property as the parties otherwise mutually agree, at Purchaser’s sole cost and expense. The Purchaser will provide the Seller Representative with notice of the intention of Purchaser or the other Purchaser Parties to enter the Company Property at least five Business Days prior to such intended entry and specify the intended purpose therefore, the identities of the Purchaser Parties involved, and the inspection and examination contemplated to be made and with whom any of the Purchaser Parties will communicate. At the Seller Representative’s option, the Sellers may be present for any such entry, inspection, examination or communication. The Purchaser shall use reasonable efforts to minimize interference with the Company’s use and occupancy of the Owned Real Property and shall indemnify and hold the Sellers harmless from any damage or claims arising from such entry or inspections, except to the extent caused by the Sellers’ negligence or willful misconduct or the Environmental Issue itself unless the Purchaser’s activities under this Section 5.9 exacerbate the Environmental Issue by making it more costly or more time consuming to address. (c) Sellers and If any Environmental Issues are identified in Phase II environmental testing, the 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 shall provide the Sellers’ Disclosure Schedule (a “Landlocked Parcel”) is provided over land that is part of Seller Representative with written notice describing the Owned Real PropertyEnvironmental Issues. 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, The parties shall negotiate 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 public right-of-way, pursuant to the terms of good faith toward a mutually acceptable easement agreement, resolution to address any such Environmental Issues. “Environmental Issue” shall mean any environmental condition discovered in Phase II environmental testing that is reasonably likely to require remediation or (ii) convey result in material costs or liabilities under applicable Environmental Laws. The Sellers shall not be obligated to undertake or pay for any remediation unless otherwise agreed in writing by the owner parties. If no resolution is reached within twenty Business Days of the affected Landlocked Parcel by quitclaim deed such portion of notice, the adjacent Owned Real Property as is required to provide the Landlocked Parcel with direct access to a public right-of- way. parties shall appoint mutually acceptable environmental and financial consultants (d) At and after Closingcollectively, 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 reasonable best efforts to cause the Willow Run Landlord to execute, within thirty (30) days after the Closing, or at such later date as may be mutually agreed upon, an 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 AmendmentEnvironmental Expert”). In ) to assess the event that condition and the Willow Run Lease Amendment is approved and executed by the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, or one estimated costs of its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially in the form attached hereto as Exhibit M (the “Assignment and Assumption of Willow Run Lease”)remediation to address any such Environmental Issues.

Real Property Matters. (a) Sellers and Purchaser acknowledge that certain real properties (the “Subdivision Properties”) 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 Closing to either (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall 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 LeaseLease Term Sheet”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Lease, the Subdivision Master Lease shall be terminated as to such Owned Real Property and such Owned Real Property shall be conveyed to Purchaser by 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 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 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 costs of completing any Required Subdivision necessary to effectuate the terms of this Section 6.27(b), (ii) Sellers shall convey title to the Existing Saginaw Wastewater Facility, the Saginaw Landfill and/or such other portion of the 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 required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw Landfill. (c) 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 public right-of-way, pursuant to the 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 reasonable best efforts to cause the Willow Run Landlord to execute, within thirty (30) days after the Closing, or at such later date as may be mutually agreed upon, an 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 the Willow Run Lease Amendment is approved and executed by the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, or one of its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially in the form attached hereto as Exhibit M (the “Assignment and Assumption of Willow Run Lease”).facility

Real Property Matters. (a) Sellers and Purchaser acknowledge that certain real properties (the “Subdivision Properties”) may need Seller has made available 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 Purchaser, copies 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 Closing to either all (i) add additional Subdivision Properties or title information in possession of Seller, including, but not limited to, title insurance policies, attorneys’ opinions on title, surveys, covenants, deeds, notes and mortgages and easements, relating to the Real Property; and (ii) remove any Subdivision Propertiesreports, surveys, notices, correspondence or other information in Seller’s possession, which have been determined relate to not require a Required Subdivision the environmental, health, or for which a Required Subdivision has been obtained. Purchaser shall pay for all costs incurred to complete all Required Subdivisions. Sellers shall cooperate in good faith with Purchaser in connection with safety condition of 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 Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (the “Subdivision Master Lease”). Upon completion or existing or potential violations of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Lease, the Subdivision Master Lease shall be terminated as to such Owned Real Property and such Owned Real Property shall be conveyed to Purchaser by Quitclaim Deed for One Dollar ($1.00) in stated considerationEnvironmental Laws. (b) Sellers At its option and expense, Purchaser acknowledge that may cause to be conducted during the Saginaw Nodular Iron facility in Saginaw, Michigan period beginning on the date hereof and ending on the forty-fifth (45th) calendar day after the date of this Agreement (the “Saginaw Nodular Iron LandDue Diligence Period”) (i) contains a wastewater treatment facility title examination, physical survey, zoning compliance review, and structural inspection of the Real Property and Improvements thereon (the “Existing Saginaw Wastewater FacilityProperty Examination”) and a landfill (the “Saginaw Landfill”ii) that currently serve the Owned Real Property commonly known as the GMPT - Saginaw Metal Casting facility (the “Saginaw Metal Casting Land”). The Saginaw Nodular Iron Land has been designated as an Excluded Real Property under Section 2.2(b)(v) site inspections, regulatory analyses, and Phase 1 environmental assessments of the Sellers’ Disclosure Schedule. At the Closing (Real Property, together with such other studies and analyses as Purchaser shall deem necessary 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 desirable (collectively, the “Saginaw Service ContractsEnvironmental Survey”) ). Purchaser agrees to operate the Existing Saginaw Wastewater Facility indemnify and the Saginaw Landfill for the benefit hold harmless Seller from damages resulting from injuries to any person or property from any cause arising out of the Saginaw Metal Casting Land. The terms and conditions commission or omission 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, act or both, for One Dollar ($1.00) in stated consideration; provided that (i) Purchaser shall pay all costs and fees acts related to such purchaseinspections by Purchaser, including the costs of completing any Required Subdivision necessary to effectuate the terms of this Section 6.27(b), (ii) Sellers shall convey title except to the Existing Saginaw Wastewater Facility, the Saginaw Landfill and/or such other portion extent of the 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 required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw LandfillSeller’s gross negligence or willful misconduct. (c) Sellers 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 any Real Property, Purchaser shall give prompt written notice thereof to 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 acknowledge that access shall promptly discuss and seek to certain Excluded Real Property owned by Sellers reach agreement as to an acceptable cure or other real properties owned by Excluded Entities and certain Owned 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 may hereafter can be designated 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 Excluded 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 Section 2.2(b)(v) of how the Sellers’ Disclosure Schedule (a “Landlocked Parcel”) is provided over land that is part of the Owned Material Defect will be addressed in order to effect Closing on such 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, Purchaser shall for each such Landlocked Parcel either have the option exercisable upon written notice to Seller to (i) grant an access easement over a mutually agreeable portion of waive the adjacent Owned Real Property for the benefit of the Landlocked Parcel until such time as the Landlocked Parcel obtains direct access to the public right-of-way, pursuant to the terms of a mutually acceptable easement agreement, Material Defect; or (ii) convey 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 the owner twelve (12) months, on a month-by-month basis, at an annual rental rate equal to 10% of the affected Landlocked Parcel by quitclaim deed appraised value of such portion of the adjacent Owned Real Property and with other reasonable terms to be agreed upon by Seller and Purchaser; provided, however, that 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 amount equal to such Real Property’s appraised value as is required to provide the Landlocked Parcel with direct access to a public right-of- wayset forth on Schedule 2.1. (d) At and after ClosingFor purposes of this Agreement, Sellers and Purchasers a “Material Defect” 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 reasonable best efforts to cause the Willow Run Landlord to execute, within thirty (30) days after the Closing, or at such later date as may be mutually agreed upon, an 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 the Willow Run Lease Amendment is approved and executed by the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, or one of its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially in the form attached hereto as Exhibit M (the “Assignment and Assumption of Willow Run Lease”).include:

Real Property Matters. (a) Sellers and Purchaser acknowledge that certain real properties Seller has caused ▇▇▇▇▇▇▇ Title (the “Subdivision Properties”"Title Company") may need to deliver a title insurance commitment (each, a "Title Commitment" and, collectively, the "Title Commitments") and ▇▇▇▇ & Clark's National Surveyor's Network to deliver a survey as to each Real Property site. The Title Commitments have been marked by hand to show the changes that Buyer requires to be subdivided made by the Title Company at or otherwise legally partitioned in accordance with applicable Law before Closing (a “Required Subdivision”) the Title Commitments, as so changed and 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 Closing to either (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall 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 Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (L, the “Subdivision Master Lease”"Title Policies"). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject Seller shall, at its expense, cause the Title Company to deliver the Subdivision Master Lease, the Subdivision Master Lease shall be terminated as Title Policies to such Owned Real Property and such Owned Real Property shall be conveyed to Purchaser by Quitclaim Deed for One Dollar Buyer within five ($1.005) 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 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) business days after the Closing (but to be dated as of the Closing), and acknowledges and agrees that there remain certain imperfections in the titles and/or to the Real Property as identified on attached Exhibit M ("Title Imperfections"). Seller agrees to reimburse, indemnify and hold harmless Buyer for, from and against (i) all expenses reasonably incurred by Buyer and the Companies in attempting to cure the Title Imperfections after the Closing (including bringing any quiet title or similar actions, so long as any such action is commenced within six months after the Closing and is thereafter diligently pursued), provided, however, that Buyer shall consult with Seller 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 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, 2012all such actions taken, 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 costs of completing any Required Subdivision necessary to effectuate the terms of this Section 6.27(b), (ii) Sellers all claims made against Buyer or the Companies as a result of the assertion by any other person or entity of rights under or relating to any of the Title Imperfections, and all expenses reasonably incurred by Buyer or the Companies, including reasonable attorney and consulting fees, in defending against any such claims. If, notwithstanding Buyer's reasonable efforts to cure any Title Imperfection, Buyer has been unable to cure such Title Imperfection as of the date that is six months after the Closing, Seller shall convey pay to Buyer that amount which compensates Buyer for the diminution in value of the affected Real Property caused by the impact of the Title Imperfection on (A) marketability of title to the Existing Saginaw Wastewater Facility, the Saginaw Landfill and/or such other portion of the 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 required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw Landfill. (c) 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 affected Real Property for the benefit of the Landlocked Parcel until such time as the Landlocked Parcel obtains direct access to the public right-of-way, pursuant to the terms of a mutually acceptable easement agreement, or (ii) convey to the owner use of the affected Landlocked Parcel by quitclaim deed such portion Real Property in the DCB Business as conducted immediately prior to Closing and/or (B) the usefulness of the adjacent Owned affected Real Property as is required to provide for 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 reasonable best efforts to cause the Willow Run Landlord to execute, within thirty (30) days after the Closing, or at such later date as may be mutually agreed upon, an 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 the Willow Run Lease Amendment is approved and executed by the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, or one of its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially affected Property in the form attached hereto DCB Business as Exhibit M (the “Assignment and Assumption of Willow Run Lease”)conducted immediately prior to Closing.

Real Property Matters. (a) Sellers From the date hereof until the Closing Date, Seller and Purchaser acknowledge that certain real properties (the “Subdivision Properties”) 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 Closing to either (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall 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 Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (the “Subdivision Master Lease”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Lease, the Subdivision Master Lease shall be terminated as to such Owned Real Property and such Owned Real Property shall be conveyed to Purchaser by 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 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 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 costs of completing any Required Subdivision necessary to effectuate the terms of this Section 6.27(b), (ii) Sellers shall convey title to the Existing Saginaw Wastewater Facility, the Saginaw Landfill and/or such other portion of the 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 required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw Landfill. (c) 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 public right-of-way, pursuant to the 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 reasonable best efforts to negotiate in good faith, execute (or cause the Willow Run Landlord their applicable Affiliates to execute) and deliver leases and/or subleases in a form reasonably acceptable to both Seller and Purchaser, within thirty and to negotiate in good faith updates or additions to the schedules of the Transition Services Agreement for applicable facilities or office space, in each case to give effect to the Real Estate Steps Plan and the schedules to the form of the Transition Services Agreement as of the date hereof. (30b) days after Purchaser acknowledges and agrees that, following the Closing, it may own, directly or at indirectly, real estate in Mexico and Japan a portion of each of which is an Excluded Asset as generally shown in the Real Estate Steps Plan as a result of Seller having not obtained the subdivision of the applicable deed to such later date as may be mutually agreed upon, an amendment real estate prior to the Willow Run Lease Closing. Purchaser further acknowledges and agrees that, after the Closing and before the applicable Deferred Closing, Seller will own, directly or indirectly, real estate in Venezuela a portion of which extends is a Purchased Asset and a portion of which is an Excluded Asset as generally shown in the term of Real Estate Steps Plan. Following the Willow Run Lease until December 31Closing, 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 the Willow Run Lease Amendment is approved Seller and executed by the Willow Run Landlord, then Purchaser shall designate use reasonable best efforts to continue the Willow Run Lease as an Assumable Executory Contract process of subdividing such real estate in accordance with the Real Estate Steps Plan and, with respect to Mexico and Parent and PurchaserJapan, after each such subdivision is complete, Purchaser shall, or one 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 its designated Subsidiariessuch position at least thirty five (35) days prior to the due date for filing such Tax Return and the dispute resolutions provisions of Section 6.14 shall apply to such position. (c) All costs and expenses resulting from the subdivision of real estate (including ancillary matters, shall enter into an assignment such as installation of electricity and assumption of the Willow Run Lease substantially metering) as set forth in the form attached hereto Real Estate Steps Plan (including any Taxes as Exhibit M (a result of such subdivisions) shall be the “Assignment and Assumption sole responsibility of Willow Run Lease”)Seller.

Real Property Matters. (a) Sellers and Purchaser acknowledge that certain real properties (At no additional cost or other Liability to Seller, Buyer shall have the “Subdivision Properties”) may need right 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 Closing to either obtain (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall pay for all costs incurred to complete all Required Subdivisions. Sellers shall cooperate commitment from an American Land Title Association fee owner’s policy of title insurance 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 relation to the Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (the “Subdivision Master Lease”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Lease, the Subdivision Master Lease shall be terminated as to such Owned Real Property and such (ii) a current property condition report, zoning report and survey of the Owned Real Property 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 be conveyed provide reasonable access, at reasonable times upon reasonable advance notice, to Purchaser by Quitclaim Deed Buyer and its Representatives for One Dollar purposes of such surveys and reports and shall reasonably cooperate with Buyer ($1.00at the expense of Buyer) in stated considerationobtaining the foregoing. (b) Sellers and Purchaser acknowledge that Within ninety (90) days of the Saginaw Nodular Iron facility in Saginaw, Michigan Effective Date (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 LandTitle Objection Period”). The 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 , Buyer shall be permitted to object to defects in title with respect to the Saginaw Landfill)such Owned Real Properties listed on Schedule 7.27 (each, Sellers shall enter into one or more service agreements with one or more third party contractors (collectively, the a “Saginaw Service ContractsReal Property Objection”) as disclosed by such title commitments or surveys that are not Permitted Encumbrances and that are reasonably expected to operate be material and adverse to the Existing Saginaw Wastewater Facility Business. If Buyer raises any Real Property Objections, Seller shall, if such defect is not a Must-Cure Item, use good faith commercially reasonable efforts to remove such title defect prior to the Closing. If such defect is a Must-Cure Item, Seller shall remove such defect prior to the Closing. If Seller is unwilling or unable to remove a monetary title defect prior to the Closing, Buyer may, in its sole discretion, pay such amounts and receive credit against the Saginaw Landfill for the benefit of the Saginaw Metal Casting Landamounts due to Seller at Closing. 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 Seller shall pay all costs and fees related to such purchase, including the reasonable costs of completing recording any Required Subdivision instruments required to discharge and/or release the Must-Cure Items and any other costs necessary or appropriate to effectuate the terms of this Section 6.27(b), (ii) Sellers shall convey title to the Existing Saginaw Wastewater Facility, the Saginaw Landfill effect such discharge and/or such other portion release of the 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 required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw LandfillMust-Cure Items. (c) Sellers On the Closing Date, if requested by ▇▇▇▇▇, Seller shall execute and Purchaser acknowledge that access deliver customary owner’s affidavits and gap indemnities with respect to certain Excluded Real Property owned by Sellers or other real properties owned by Excluded Entities and certain the Owned Real Property that and other customary authority documentation reasonably requested by the title company, as may hereafter be designated as Excluded Real Property on Section 2.2(b)(vin a form reasonably acceptable to Seller and the title company to (i) of effect the Sellers’ Disclosure Schedule (a “Landlocked Parcel”) is provided over land that is part transfer of the Owned Real Property. To the extent that direct access Property to a public right-of-way is not obtained for any Landlocked Parcel by the ClosingBuyer, then at Closing, Purchaser, in its sole election, shall for and (ii) issue an ALTA extended coverage form of owner’s title insurance policy with respect to each such Landlocked Parcel either (i) grant an access easement over a mutually agreeable portion parcel 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 public right-of-waylisted on Schedule 7.27 (each, pursuant to the 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 reasonable best efforts to cause the Willow Run Landlord to execute, within thirty (30) days after the Closing, or at such later date as may be mutually agreed upon, an 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 AmendmentTitle Policy”). In The issuance of any Title Policy and the event that obligations set forth in this Section 7.27 shall not be a condition to Closing. If the Willow Run Lease Amendment is approved and executed by Closing occurs prior to the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, Title Objection Period or one of its designated Subsidiaries, shall enter into an assignment and assumption within ten (10) days of the Willow Run Lease substantially expiration of the Title Objection Period, Seller’s obligations set forth in this Section 7.27 shall survive the form attached hereto as Exhibit M Closing for a period not to exceed ninety (90) days (and any references in Section 7.27(b) and this Section 7.27(c) to the “Assignment and Assumption of Willow Run Lease”Closing or the Closing Date shall refer to such extended period).

Real Property Matters. (a) Sellers Each of the Lease Agreements for such Acquired Company’s Acquired Company Leased Real Property is binding and Purchaser acknowledge that certain real properties (the “Subdivision Properties”) may need to be subdivided or otherwise legally partitioned enforceable in accordance with its terms and in full force and effect with respect to such Acquired Company and, to the Acquired Company’s Knowledge, with respect to the other parties thereto, except as may be limited by applicable Law (a “Required Subdivision”) so as bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to permit or affecting creditors’ rights or by general equity principles. Neither such Acquired Company nor, to the affected Owned Acquired Company’s Knowledge, any other party to any Lease Agreement for such Acquired Company’s Acquired Company Leased Real Property is in breach or default thereunder without regard to notice, grace and cure periods, except where any such breach or default would not reasonably be conveyed expected to Purchaser separate and apart from adjacent Excluded Real Property. Section 6.27 of be, individually or in 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 aggregate, material to the Closing to either (i) add additional Subdivision Properties Acquired Companies taken as a whole or (ii) remove any Subdivision Properties, which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall 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 Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (the “Subdivision Master Lease”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Lease, the Subdivision Master Lease shall be terminated as to such Owned Real Property and such Owned Real Property shall be conveyed to Purchaser by Quitclaim Deed for One Dollar ($1.00) in stated considerationBusiness. (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 Saginaw Nodular Iron Land has been designated as an Excluded Real Property under Section 2.2(b)(v3.26(b) of the Sellers’ Acquired Company Disclosure Schedule. At Schedule sets forth a true, complete and correct list, as of the Closing (date of this Agreement, of the addresses of all real property owned in fee simple by any Acquired Company, or within sixty (60) days after any right or option to acquire the Closing with respect to the Saginaw Landfill), Sellers shall enter into one or more service agreements with one or more third party contractors same (collectively, in each case together with all buildings, structures, improvements and fixtures thereon, the “Saginaw Service ContractsAcquired Company Owned Real Property”) to operate the Existing Saginaw Wastewater Facility and 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 costs of completing any Required Subdivision necessary to effectuate the terms of this Section 6.27(b), (ii) Sellers shall convey title to the Existing Saginaw Wastewater Facility, the Saginaw Landfill and/or such other portion of the 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 required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw Landfill. (c) 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)(v3.26(c) of the Acquired Company Disclosure Schedule sets forth a list of the most recent title insurance policies or commitments with respect to Acquired Company Real Property in Sellers’ Disclosure Schedule (a “Landlocked Parcel”) is provided over land that is part possession as of the Owned Real Propertydate of this Agreement (“Acquired Company Title Policies”). To Sellers have made available to Buyer true and complete copies of the extent that direct access Acquired Company Title Policies. Exhibit A 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 Acquired Company Title Policy sets forth a mutually agreeable portion legal description of the adjacent Owned each parcel of Acquired Company Real Property for the benefit of the Landlocked Parcel until named in such time as the Landlocked Parcel obtains direct access to the public right-of-way, pursuant to the 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- wayAcquired Company Title Policy. (d) At Sellers have made available to Buyer true and after Closing, Sellers complete copies of all surveys and Purchasers shall cooperate in good faith zoning reports with respect 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 Acquired Company Real Property and Excluded Real Property. (e) Parent shall use reasonable best efforts to cause the Willow Run Landlord to execute, within thirty (30) days after the Closing, or at such later date in Sellers’ possession as may be mutually agreed upon, an 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 the Willow Run Lease Amendment is approved and executed by the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, or one date of its designated Subsidiaries, shall enter into an assignment and assumption of the Willow Run Lease substantially in the form attached hereto as Exhibit M (the “Assignment and Assumption of Willow Run Lease”)this Agreement.

Real Property Matters. (a) Sellers and Purchaser acknowledge that certain real properties (At no additional cost or other Liability to Seller, Buyer shall have the “Subdivision Properties”) may need right 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 Closing to either obtain (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall pay for all costs incurred to complete all Required Subdivisions. Sellers shall cooperate commitment from an American Land Title Association fee owner’s policy of title insurance 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 relation to the Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (the “Subdivision Master Lease”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Lease, the Subdivision Master Lease shall be terminated as to such Owned Real Property and such (ii) a current property condition report, zoning report and survey of the Owned Real Property 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 be conveyed provide reasonable access, at reasonable times upon reasonable advance notice, to Purchaser by Quitclaim Deed Buyer and its Representatives for One Dollar purposes of such surveys and reports and shall reasonably cooperate with Buyer ($1.00at the expense of Buyer) in stated considerationobtaining the foregoing. (b) Sellers and Purchaser acknowledge that Within ninety (90) days of the Saginaw Nodular Iron facility in Saginaw, Michigan Effective Date (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 LandTitle Objection Period”). The 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 , Buyer shall be permitted to object to defects in title with respect to the Saginaw Landfill)such Owned Real Properties listed on Schedule 7.27 (each, Sellers shall enter into one or more service agreements with one or more third party contractors (collectively, the a “Saginaw Service ContractsReal Property Objection”) as disclosed by such title commitments or surveys that are not Permitted Encumbrances and that are reasonably expected to operate be material and adverse to the Existing Saginaw Wastewater Facility Business. If Buyer raises any Real Property Objections, Seller shall, if such defect is not a Must-Cure Item, use good faith commercially reasonable efforts to remove such title defect prior to the Closing. If such defect is a Must-Cure Item, Seller shall remove such defect prior to the Closing. If Seller is unwilling or unable to remove a monetary title defect prior to the Closing, Buyer may, in its sole discretion, pay such amounts and receive credit against the Saginaw Landfill for the benefit of the Saginaw Metal Casting Landamounts due to Seller at Closing. 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 Seller shall pay all costs and fees related to such purchase, including the reasonable costs of completing recording any Required Subdivision instruments required to discharge and/or release the Must-Cure Items and any other costs necessary or appropriate to effectuate the terms of this Section 6.27(b), (ii) Sellers shall convey title to the Existing Saginaw Wastewater Facility, the Saginaw Landfill effect such discharge and/or such other portion release of the 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 required to operate the Existing Saginaw Wastewater Facility and/or the Saginaw LandfillMust-Cure Items. (c) Sellers On the Closing Date, if requested by B▇▇▇▇, Seller shall execute and Purchaser acknowledge that access deliver customary owner’s affidavits and gap indemnities with respect to certain Excluded Real Property owned by Sellers or other real properties owned by Excluded Entities and certain the Owned Real Property that and other customary authority documentation reasonably requested by the title company, as may hereafter be designated as Excluded Real Property on Section 2.2(b)(vin a form reasonably acceptable to Seller and the title company to (i) of effect the Sellers’ Disclosure Schedule (a “Landlocked Parcel”) is provided over land that is part transfer of the Owned Real Property. To the extent that direct access Property to a public right-of-way is not obtained for any Landlocked Parcel by the ClosingBuyer, then at Closing, Purchaser, in its sole election, shall for and (ii) issue an ALTA extended coverage form of owner’s title insurance policy with respect to each such Landlocked Parcel either (i) grant an access easement over a mutually agreeable portion parcel 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 public right-of-waylisted on Schedule 7.27 (each, pursuant to the 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 reasonable best efforts to cause the Willow Run Landlord to execute, within thirty (30) days after the Closing, or at such later date as may be mutually agreed upon, an 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 AmendmentTitle Policy”). In The issuance of any Title Policy and the event that obligations set forth in this Section 7.27 shall not be a condition to Closing. If the Willow Run Lease Amendment is approved and executed by Closing occurs prior to the Willow Run Landlord, then Purchaser shall designate the Willow Run Lease as an Assumable Executory Contract and Parent and Purchaser, Title Objection Period or one of its designated Subsidiaries, shall enter into an assignment and assumption within ten (10) days of the Willow Run Lease substantially expiration of the Title Objection Period, Seller’s obligations set forth in this Section 7.27 shall survive the form attached hereto as Exhibit M Closing for a period not to exceed ninety (90) days (and any references in Section 7.27(b) and this Section 7.27(c) to the “Assignment and Assumption of Willow Run Lease”Closing or the Closing Date shall refer to such extended period).