Common use of Real Property Matters Clause in Contracts

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

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

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

Real Property Matters. (a) The Sellers At the request of Parent, the Company shall, and the Company shall provide cause the Company Subsidiaries to, use commercially reasonable efforts to assist and cooperate with Parent and Merger Sub to convey the Athol Property to an Affiliate of Parent designated by Parent either (i) immediately prior to the Purchaser copies Effective Time (and conditioned upon the completion of the title commitmentClosing), title policies and surveys listed on Schedule 6.17(aor (ii) (promptly following the “Existing Title Information”) relating Effective Time. In the event this Agreement is terminated prior to the Real PropertyClosing, Parent shall, promptly upon written request by the Company, reimburse the Company for all reasonable and shall reasonably cooperate documented out-of-pocket costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys’ fees) incurred by the Company or any of its Subsidiaries or their respective Representatives in connection with the Purchaser actions contemplated by this Section 5.21. For the avoidance of doubt, the Company shall not be required to deliver the Deed prior to the extent Closing except to a reasonably acceptable title company to be held in escrow pending the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) or surveys (“Surveys”) with respect to the Site, the Combined Dock Real Property Interests and the JWWTP Conveyed Real Property Interest. The Purchaser shall bear the cost of any Purchaser Title PoliciesClosing. (b) The Parties acknowledge During the Pre-Closing Period, if reasonably requested by Parent, the Company shall, and agree that the Company shall cause the Company Subsidiaries to, each use their commercially reasonable efforts to take, or cause to be taken, all actions, and each use commercially reasonable efforts to do, or cause to be done, and to assist and cooperate in a commercially reasonable manner with Parent and Merger Sub in obtaining (i) the an owner’s extended coverage title insurance policy with respect to each Company Owned Real Property will be conveyed to located in the Purchaser at United States, issued by a nationally recognized title insurance company duly licensed in the Closing with reservations of easementsrelevant jurisdiction, leasehold rights, other surface use rights and rights-of-access in favor written as of the Sellers providing for the locating Effective Time, insuring fee simple title to such Company Owned Real Property, free and clear of and access to the pipelinesany Liens (other than Permitted Liens), 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) an appropriately certified ALTA/NSPS Land Title Survey with respect to each Company Owned Real property located in the Sellers will convey United States showing no Liens (other than Permitted Liens). For the avoidance of doubt, (i) neither the Company nor any Company Subsidiary shall be required to remove, cure or bond over any matters of record or any exceptions in any such title insurance policies or any encroachments in any such Land Title Surveys, in each case, that would not reasonably be expected to have a Company Material Adverse Effect and (ii) no stockholder or other direct or indirect owner of the Purchaser at the Closing easements, leasehold rightsCompany, other surface rights than solely as a director, officer or authorized signatory of the Company and rights-of-access not in any individual capacity, shall be required to the extent necessary across lands owned by the Sellers providing for the locating of and access to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until the Closing, the Sellers and the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered by the Seller Retained Easements and the Additional Conveyed Easements, together execute documents in connection with the costs of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the Sellerscovenants set forth in this Section 5.21. (c) With respect to the Land Farm Site, the Parties shall use good faith efforts to finalize prior to Closing an ownership agreement that provides for an allocation of costs in accordance with the JWWTP Agreements and provides for a waiver of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangement.

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

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

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

Real Property Matters. Seller has caused Xxxxxxx Title (athe "Title Company") to deliver a title insurance commitment (each, a "Title Commitment" and, collectively, the "Title Commitments") and Xxxx & Clark's National Surveyor's Network to deliver a survey as to each Real Property site. The Sellers shall provide Title Commitments have been marked by hand to show the Purchaser copies changes that Buyer requires to be made by the Title Company at or before Closing (the Title Commitments, as so changed and as attached hereto as Exhibit L, the "Title Policies"). Seller shall, at its expense, cause the Title Company to deliver the Title Policies to Buyer within five (5) business days after the Closing (but to be dated as of the title commitmentClosing), title policies and surveys listed on Schedule 6.17(a) (acknowledges and agrees that there remain certain imperfections in the “Existing Title Information”) relating titles and/or to the Real PropertyProperty 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 reasonably cooperate consult with the Purchaser to the extent the Purchaser seeks to obtain for its and its lenders benefit TLTA title policies (“Purchaser Title Policies”) or surveys (“Surveys”) Seller with respect to the Siteall such actions taken, the Combined Dock Real Property Interests and the JWWTP Conveyed Real Property Interest. The Purchaser shall bear the cost of any Purchaser Title Policies. (b) The Parties acknowledge and agree that (i) the Real Property will be conveyed to the Purchaser at the Closing with reservations of easements, leasehold rights, other surface use rights and rights-of-access in favor of the Sellers providing for the locating of and access to the pipelines, tanks, electrical transmission lines and effluent streams that are described on Schedule 6.17(b) as being retained by the Sellers from and after the Closing together with any pumps and other equipment associated therewith (the “Seller Retained Easements”) and (ii) all claims made against Buyer or the Sellers will convey Companies as a result of the assertion by any other person or entity of rights under or relating to any of the Purchaser at Title Imperfections, and all expenses reasonably incurred by Buyer or the Closing easementsCompanies, leasehold rightsincluding reasonable attorney and consulting fees, other surface rights and rights-of-access in defending against any such claims. If, notwithstanding Buyer's reasonable efforts to the extent necessary across lands owned by the Sellers providing for the locating cure any Title Imperfection, Buyer has been unable to cure such Title Imperfection as of and access to the Easement Facilities (the “Additional Conveyed Easements”). From and after the date hereof until that is six months after the Closing, Seller shall pay to Buyer that amount which compensates Buyer for the Sellers and diminution in value of the Purchaser shall cooperate and share the out-of-pocket third-party survey costs of identifying the property covered affected Real Property caused by the Seller Retained Easements and the Additional Conveyed Easements, together with the costs impact of the Surveys. Such costs shall be borne 50% by the Purchaser and 50% by the Sellers. Title Imperfection on (cA) With respect marketability of title to the Land Farm Site, affected Real Property for the Parties shall use good faith efforts to finalize of the affected Real Property in the DCB Business as conducted immediately prior to Closing an ownership agreement that provides and/or (B) the usefulness of the affected Real Property for an allocation the use of costs the affected Property in accordance with the JWWTP Agreements and provides for a waiver of rights of partition, accounting and other similar rights inherent in a tenancy-in-common ownership arrangementDCB Business as conducted immediately prior to Closing.

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

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

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

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