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EXHIBIT D
<br />Deed Restrictions
<br />(to be provided)
<br />The following restrictions shall be made a part of the Deed
<br />1. Grantee, on behalf of itself and all future owners and occupants of the Property, hereby waives and releases
<br />Grantor from any claims for recovery of costs associated with conduct of any voluntary action or any
<br />remedial responses, corrective action or closure under any applicable federal, state or local environmental
<br />laws ( "Enviromnental Laws "). For purposes of this provision, the term "Environmental Laws" shall include,
<br />without limitation, CERCLA and the Resource Conservation and Recovery Act ( "RCRA "), 42 U.S.C. § 6901
<br />et seq., as amended from time to time; and any similar federal, state and local laws and ordinances and the
<br />regulations and rules implementing such statutes, laws and ordinances, and any similar federal, state and
<br />local laws and ordinances and the regulations and rules implementing such statutes, laws and ordinances. The
<br />foregoing waiver and release shall be binding upon all future owners and occupants of the Property.
<br />2. The Property shall not in any event be used as a theatre, supermarket, bowling alley, billiard parlor, night
<br />club or any other business serving or selling alcoholic beverages (except that restaurants may serve alcoholic
<br />beverages as an ancillary part of their business), funeral parlor, automobile dealership, skating rink, adult
<br />bookstore or establishment selling, exhibiting or distributing pornographic or obscene materials, massage
<br />parlor, so- called "head shop," unsupervised amusement arcade or game room, body and fender shop or
<br />off -track betting parlor.
<br />3. The improvements to be constructed by Grantee on the Property (the "Improvements ") shall be primarily a
<br />residential development, shall have been previously approved by Grantor, and shall not be subject to any tax
<br />abatement or deferral ( "Permitted Use ").
<br />4. Prior to the construction of the Improvements on the Property, the party or parties constructing the initial
<br />Improvements shall submit to Grantor a site plan and building layout in connection with the initial
<br />Improvements to be constructed on the Property for the review and written approval of the Grantor, which
<br />review and approval shall not be unreasonably withheld, conditioned or delayed by Grantor.
<br />5. Repurchase right. The Property and any and all rights and interests appurtenant thereto are subject to the
<br />Right to Repurchase (as defied herein) held by Grantor, its successes and assigns, on the following terms
<br />and conditions:
<br />(a) Grantor has reserved and does hereby reserve unto itself, its successors and assigns, and Grantee does
<br />hereby grant and convey to Grantor, its successors and assigns, the right and option, but not the obligation, to
<br />repurchase the Property as set forth below from Grantee (hereinafter referred to as the "Right to
<br />Repurchase "), for the Repurchase Price (as hereinafter defined) and on the other terms and conditions hereof
<br />if (i) Grantee fails to commence construction of the Improvements on or before the expiration of the twelfth
<br />full calendar month after the date of the Closing (for purposes of the Right to Repurchase set forth in this
<br />Deed the date of Closing shall be deemed the date of this Deed), or (ii) Grantee fails to complete construction
<br />of fifteen (15) units for delivery to arm's- length purchasers not later than the date that is the 36 -month
<br />anniversary of the date of Closing (any of the deadlines in items (i) and (ii) (hereinafter refereed to as the
<br />"Commencement Deadline "); provided, however, that in the event of Acts of God, strikes, terrorism, war,
<br />unavailability of materials or any other cause outside the reasonable control of Grantee, the Commencement
<br />Deadline shall be reasonably extended to reflect the time loss due to the unexpected delay and the time to
<br />complete the same using reasonably prompt diligence. Grantor must exercise the Right to Repurchase by
<br />written notice to Grantee delivered within six full calendar months after the Commencement Deadline.
<br />(b) If Grantor fails to deliver timely the required notice under paragraph (a), then the Right to Repurchase
<br />thereupon automatically ceases and terminates and is of no further force and effect without any further action
<br />by any of the parties. The Right to Repurchase set forth herein shall automatically cease and terminate upon
<br />Grantee's transfer of any portion of the Property to a third- party, but only as to such portion of the Property,
<br />without any further action on any part of the parties hereto; provided, however, that then Grantor shall, upon
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