Common use of Inspection; Condition of Property; Subsequent Acts Clause in Contracts

Inspection; Condition of Property; Subsequent Acts. 7.1. Purchaser acknowledges that it has been afforded the opportunity for full inspection of the Property and has made or will have been made such inspection as it deems necessary by the applicable Closing Date, and that neither the Seller nor its agents, officers, employees or assigns shall be held to any covenant respecting the condition of the Property or any improvements thereon nor shall the Purchaser or Seller or the assigns of either be held to any covenant or agreement for alterations, improvements or repairs unless the covenant or agreement relied on is contained herein or is in writing and attached to and made a part of this Agreement. Purchaser acknowledges and agrees that any documents, cruises, compilations, timber inventories, surveys, plans, specifications, reports and studies (the “Information”) made available to Purchaser by Seller are provided as information only and Seller makes no warranty whatsoever with respect to the accuracy or completeness of the Information. 7.2. Purchaser specifically acknowledges and agrees that (1) Seller, except as set forth in Seller’s limited warranty of title in the Deed and as set forth in Paragraph 8 below, does not make any representations or warranties of any kind whatsoever, either express or implied, with respect to and shall have no liability for the Property (or any related matters), and (2) the Property is sold to Purchaser in an “AS IS” and “WITH ALL FAULTS” condition as of the Closing, including, without limitation, (i) the existence or non-existence of legal access to or from the Property or any portion thereof; (ii) the number of acres comprising the Property; (iii) the volume, condition or quality of timber on the Property; (iv) logging conditions or feasibility; (v) the existence, volume, condition or quality of minerals on the Property; (vi) the stability of soils; (vii) suitability, habitability, merchantability or fitness of the Property for any construction or development, or for the Purchaser’s intended use; (viii) the condition of any building structure or improvements on the Property; (ix) encroachment or boundary questions; (x) compliance with any laws; (xi) drainage, availability or adequacy of water, sewer or other utilities, zoning, access and similar matters; or (xii) any other matters related to the Property. Except for the Seller’s warranty of title in the Deed and as set forth in Paragraph 8 below, Purchaser, for itself and its successors and assigns, hereby waives and releases Seller from any and all contractual, statutory, common law, and/or other liabilities, obligations, claims or causes of action, known or unknown, which the Purchaser or its successors or assigns may have or be entitled to against the Seller arising in whole or in part of, or relating or connected in any way to, the condition of the Property including, but not limited to, any such liabilities, obligations, claims or causes of action based in whole or in part upon any applicable federal, state or local environmental law, rule or regulation. Seller and Purchaser acknowledge that this disclaimer and release have been specifically negotiated. 7.3. Between the date of this Agreement and the Closing for each Phase of the purchase contemplated by this Agreement, Seller shall maintain and keep the Property in substantially the same condition as it exists as of the date of this Agreement, except for timber harvest expressly permitted in Paragraphs 7.4 and 7.5 and the grant of Temporary Encumbrances as provided in this Paragraph 7.3. Seller shall not remove gates or other improvements from the Property. Except for Temporary Encumbrances or permanent encumbrances as expressly provided in this Agreement, Seller shall not further encumber the Property without Purchaser’s written consent, or unless any such encumbrances are removed at Closing. Seller may continue until Closing to enter into leases and other Temporary Encumbrances in the normal course of Seller’s business, provided Seller obtains prior written permission from Purchaser. No permission of Purchaser is needed for any Temporary Encumbrance which (i) expires of its own accord by Closing; (ii) may be terminated by either Seller or Purchaser at any time before or after Closing; or (iii) may be terminated by Purchaser within two (2) years after Closing. Under no circumstances shall Seller place or allow liens or monetary encumbrances upon the Property unless they are discharged by Seller at Closing. 7.4. Notwithstanding the provisions of Paragraph 7.3, between the date of execution of this Agreement by all parties and the Phase I Closing, Seller may continue to harvest timber from the Property in the ordinary course of Seller’s business up to a maximum of forty-six million board feet (46 MMBF) of timber pursuant to its current harvest plans so long as (i) Purchaser has been provided a copy of such harvest plans prior to the commencement of any harvesting activity, and (ii) such harvesting plans and the harvests conducted pursuant thereto conform with applicable laws and standards established under the current version of the Sustainable Forestry Initiative which is in place at the time of the execution of this Agreement.

Inspection; Condition of Property; Subsequent Acts. 7.1(a) Subject to Seller’s representations and warranties set forth herein and in the Deeds and Assignment and Assumption Agreement, Purchaser accepts the Assets “as is” and “where is,” subject to the risks of all defects and conditions. Seller has no obligation to repair or make any improvements to the Premises. The Purchaser acknowledges that it has been afforded the opportunity for full inspection of the Property and has been made or will have been made such inspection as it deems necessary by the applicable Closing Date, Date and that neither the Seller nor its agents, officers, employees or assigns shall be held to any covenant respecting the condition of the Property or any improvements thereon nor shall the Purchaser or Seller or the assigns of either be held to any covenant or agreement for alterations, improvements or repairs unless the covenant or agreement relied on is contained herein or is in writing and attached to and made a part of this Agreement. Purchaser acknowledges and agrees that any documents, cruises, compilations, timber inventories, environmental audits, assessments, surveys, plans, specifications, reports and studies (the “Information”) made available to Purchaser by Seller are or have been provided as information only and Seller makes no warranty whatsoever with respect to the accuracy or completeness of the Information. Without limiting the generality of the foregoing, SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, AS WELL AS ANY WARRANTY WHATSOEVER WITH RESPECT TO THE MARKETABILITY, HARVESTABILITY, AGE, SPECIES MIX, SITE CLASSIFICATION, BOUNDARIES OF THE TIMBER OR THE PROPERTY, QUANTITIES, TIMBER GRDS, OR QUALITY OF ANY TIMBER ON THE PROPERTY OR SOILS STABILITY OR CONDITIONS. 7.2. Purchaser specifically acknowledges and agrees that (1b) Seller, except as set forth in Seller’s limited warranty of title in the Deed and as set forth in Paragraph 8 below, does not make any representations or warranties of any kind whatsoever, either express or implied, with respect to and shall have no liability for the Property (or any related matters), and (2) the Property is sold to Purchaser in an “AS IS” and “WITH ALL FAULTS” condition as of the Closing, including, without limitation, (i) the existence or non-existence of legal access to or from the Property or any portion thereof; (ii) the number of acres comprising the Property; (iii) the volume, condition or quality of timber on the Property; (iv) logging conditions or feasibility; (v) the existence, volume, condition or quality of minerals on the Property; (vi) the stability of soils; (vii) suitability, habitability, merchantability or fitness of the Property for any construction or development, or for the Purchaser’s intended use; (viii) the condition of any building structure or improvements on the Property; (ix) encroachment or boundary questions; (x) compliance with any laws; (xi) drainage, availability or adequacy of water, sewer or other utilities, zoning, access and similar matters; or (xii) any other matters related to the Property. Except for the Seller’s warranty of title in the Deed and as set forth in Paragraph 8 below, Purchaser, for itself and its successors and assigns, hereby waives and releases Seller from any and all contractual, statutory, common law, and/or other liabilities, obligations, claims or causes of action, known or unknown, which the Purchaser or its successors or assigns may have or be entitled to against the Seller arising in whole or in part of, or relating or connected in any way to, the condition of the Property including, but not limited to, any such liabilities, obligations, claims or causes of action based in whole or in part upon any applicable federal, state or local environmental law, rule or regulation. Seller and Purchaser acknowledge that this disclaimer and release have been specifically negotiated. 7.3. Between the date of this Agreement and the Closing for each Phase of Date, the purchase contemplated by this Agreement, Seller shall maintain and keep the Property in substantially the same condition as it exists as of existed on the date of this Agreement, Agreement except for Seller shall have the right to cut timber harvest expressly permitted pursuant to the Timber Cutting Contracts and in Paragraphs 7.4 and 7.5 and the grant of Temporary Encumbrances as provided in this accordance with Paragraph 7.36(f). Seller shall not remove gates or other improvements from extend any timber cutting contracts without the Propertypermission of Purchaser. Except for Temporary Encumbrances or permanent encumbrances as expressly provided in this AgreementFurther, Seller shall manage and maintain the Property to a commercially reasonable standard and shall continue to conduct silvicultural activities to a commercially reasonable standard, subject to the provisions of this paragraph. The Seller shall not further and shall not allow others to remove or in any way permit the removal of any timber, harvestable crops, improvements, or other items from the Property other than as provided in the Timber Cutting Contracts or as specifically agreed in writing by Purchaser. Further, Seller may not encumber the Property without the prior written consent of Purchaser’s written consent, or unless any such encumbrances are removed at Closingwhich consent cannot be unreasonably withheld. Certain costs incurred by Seller may continue until be reimbursable at Closing to enter into leases and other Temporary Encumbrances in the normal course of Seller’s business, provided Seller obtains prior written permission from Purchaser. No permission of Purchaser is needed for any Temporary Encumbrance which as follows: (i) expires As site prep, planting, herbicide treatment, or any other silvicultural activity is planned to be performed on any portion of the Property prior to Closing, Seller shall submit any plans for any site prep, planting, herbicide treatment, or any other silvicultural activity to Purchaser for prior approval, such approval to not be unreasonably withheld. Seller must provide Purchaser at least ten (10) business days’ notice of any such planned activity and its own accord by associated costs to Purchaser. If Purchaser objects to such activity, Purchaser must notify Seller in writing of the objection within five (5) business days of receipt of the notice or Purchaser shall be deemed to have approved the activity and Seller shall have the right to undertake the planned activity. Seller shall pay for such silvicultural activity conducted prior to Closing; provided, however that Seller shall receive a credit at Closing for all costs actually expended for reforestation and silvicultural activity that has been approved by Purchaser. (iic) may Seller is not aware of Seller being in possession of any environmental audits, assessments or reports pertaining to the Property. (d) Purchaser, its agents and representatives, shall have the right, from the date hereof until thirty (30) days from the date of this Agreement to go on the Property and around and in the Buildings at reasonable times to conduct an environmental audit and other land, soil and engineering inspections, tests and feasibility studies utilizing current ASTM standards (“Purchaser’s Environmental Evaluation”). Seller agrees to cooperate with Purchaser in the conduct of Purchaser’s Environmental Evaluation. In the event the Purchaser’s Environmental Evaluation reveals a commercially reasonable adverse environmental condition (other than promiscuous dumps containing household refuse and white goods of one-half acre or less for each dump site) existing upon the Property, then Purchaser shall notify Seller in writing of any such adverse environmental condition within ten (10) days after the end of the foregoing thirty (30) day period. In no event shall Purchaser report any such adverse environmental condition to any governmental authority without first affording Seller the right to review the information on said condition and to make independent notification to said governmental authority if Seller believes such notification is required. Purchaser shall have the right to delete the affected acreage affected by commercially reasonable adverse environmental condition (other than promiscuous dumps containing household refuse and white goods of one-half acre or less for each dump site) from Closing; provided, however, if the affected area is not large enough to constitute a marketable parcel, Seller shall have the right to enlarge the area not to exceed forty (40) acres unless the excluded tract exceeds forty (40) acres or Seller establishes that a larger tract is reasonably necessary to create an economically marketable parcel, as reasonably determined by Seller and Purchaser. In the event Seller and Purchaser are unable to agree upon the specific acreage to be terminated excluded, the parties agree to comply with the Arbitration Process described in the above Section 5(b). In the event a survey is required to create such parcel, Seller and Purchaser shall share equally in the cost of any such survey by a licensed professional surveyor meeting minimum standards or other standards approved by Seller provided that Seller’s costs shall in no event exceed Twenty-Five Thousand Dollars ($25,000.00). In addition, Seller shall be entitled to reserve easements for access and utilities to such affected parcel. The Purchase Price will be reduced by a computation of the number of acres utilizing the specific values reflected on the chart attached as Schedule 5 (b) for any acres deleted (subject to expansion to a marketable parcel as aforesaid) as a result of Purchaser’s Environmental Evaluation. For the purposes of all adjustments to Purchase Price arising out of title claims or defects and environmental claims or defects, Purchaser shall not be entitled to request and obtain an adjustment to the Purchase Price until the claims, or defects, arising from title and environmental claims or defects individually or collectively could lessen the value of the Assets by, or cause damage of, at least six/tenths of one percent (0.6%) of the Purchase Price (the “Floor”). If title or environmental claims individually or in the aggregate do not exceed the Floor, there shall be no adjustment to the Purchase Price. If title or environmental claims exceed the Floor, the Purchase Price shall be adjusted for title and environmental claims by reducing the Purchase Price by the amount of the claims above the Floor subject to the Ceiling for claims of ten percent (10%) of the Purchase Price (“Title and Environmental Claim Ceiling”). If the total title and environmental claims exceed the Claim Ceiling, either Seller or Purchaser at any time before or after Closing; or (iii) may be terminated by Purchaser within two (2) years after Closing. Under no circumstances shall Seller place or allow liens or monetary encumbrances upon the Property unless they are discharged by Seller at Closing. 7.4. Notwithstanding the provisions of Paragraph 7.3, between the date of execution of this Agreement by all parties and the Phase I Closing, Seller may continue to harvest timber from the Property in the ordinary course of Seller’s business up to a maximum of forty-six million board feet (46 MMBF) of timber pursuant to its current harvest plans so long as (i) Purchaser has been provided a copy of such harvest plans prior to the commencement of any harvesting activity, and (ii) such harvesting plans and the harvests conducted pursuant thereto conform with applicable laws and standards established under the current version of the Sustainable Forestry Initiative which is in place at the time of the execution of terminate this Agreement, the Exxxxxx Money shall be returned to Purchaser with neither Seller nor Purchaser having any further liability to each other.

Inspection; Condition of Property; Subsequent Acts. 7.1(a) Subject to Seller’s representations and warranties set forth herein and in the Deeds and Assignment and Assumption Agreement, Purchaser accepts the Assets “as is” and “where is,” subject to the risks of all defects and conditions. Seller has no obligation to repair or make any improvements to the Premises. The Purchaser acknowledges that it has been afforded the opportunity for full inspection of the Property and has been made or will have been made such inspection as it deems necessary by the applicable Closing Date, Date and that neither the Seller nor its agents, officers, employees or assigns shall be held to any covenant respecting the condition of the Property or any improvements thereon nor shall the Purchaser or Seller or the assigns of either be held to any covenant or agreement for alterations, improvements or repairs unless the covenant or agreement relied on is contained herein or is in writing and attached to and made a part of this Agreement. Purchaser acknowledges and agrees that any documents, cruises, compilations, timber inventories, environmental audits, assessments, surveys, plans, specifications, reports and studies (the “Information”) made available to Purchaser by Seller are or have been provided as information only and Seller makes no warranty whatsoever with respect to the accuracy or completeness of the Information. Without limiting the generality of the foregoing, SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, AS WELL AS ANY WARRANTY WHATSOEVER WITH RESPECT TO THE MARKETABILITY, HARVESTABILITY, AGE, SPECIES MIX, SITE CLASSIFICATION, BOUNDARIES OF THE TIMBER OR THE PROPERTY, QUANTITIES, TIMBER GRDS, OR QUALITY OF ANY TIMBER ON THE PROPERTY OR SOILS STABILITY OR CONDITIONS. 7.2. Purchaser specifically acknowledges and agrees that (1b) Seller, except as set forth in Seller’s limited warranty of title in the Deed and as set forth in Paragraph 8 below, does not make any representations or warranties of any kind whatsoever, either express or implied, with respect to and shall have no liability for the Property (or any related matters), and (2) the Property is sold to Purchaser in an “AS IS” and “WITH ALL FAULTS” condition as of the Closing, including, without limitation, (i) the existence or non-existence of legal access to or from the Property or any portion thereof; (ii) the number of acres comprising the Property; (iii) the volume, condition or quality of timber on the Property; (iv) logging conditions or feasibility; (v) the existence, volume, condition or quality of minerals on the Property; (vi) the stability of soils; (vii) suitability, habitability, merchantability or fitness of the Property for any construction or development, or for the Purchaser’s intended use; (viii) the condition of any building structure or improvements on the Property; (ix) encroachment or boundary questions; (x) compliance with any laws; (xi) drainage, availability or adequacy of water, sewer or other utilities, zoning, access and similar matters; or (xii) any other matters related to the Property. Except for the Seller’s warranty of title in the Deed and as set forth in Paragraph 8 below, Purchaser, for itself and its successors and assigns, hereby waives and releases Seller from any and all contractual, statutory, common law, and/or other liabilities, obligations, claims or causes of action, known or unknown, which the Purchaser or its successors or assigns may have or be entitled to against the Seller arising in whole or in part of, or relating or connected in any way to, the condition of the Property including, but not limited to, any such liabilities, obligations, claims or causes of action based in whole or in part upon any applicable federal, state or local environmental law, rule or regulation. Seller and Purchaser acknowledge that this disclaimer and release have been specifically negotiated. 7.3. Between the date of this Agreement and the Closing for each Phase of Date, the purchase contemplated by this Agreement, Seller shall maintain and keep the Property in substantially the same condition as it exists as of existed on the date of this Agreement, Agreement except for Seller shall have the right to cut timber harvest expressly permitted pursuant to the Timber Cutting Contracts and in Paragraphs 7.4 and 7.5 and the grant of Temporary Encumbrances as provided in this accordance with Paragraph 7.36(f). Seller shall not remove gates or other improvements from extend any Timber Cutting Contracts without the Propertypermission of Purchaser. Except for Temporary Encumbrances or permanent encumbrances as expressly provided in this AgreementFurther, Seller shall manage and maintain the Property to a commercially reasonable standard and shall continue to conduct silvicultural activities to a commercially reasonable standard, subject to the provisions of this paragraph. The Seller shall not further and shall not allow others to remove or in any way permit the removal of any timber, harvestable crops, improvements, or other items from the Property other than as provided in the Timber Cutting Contracts or as specifically agreed in writing by Purchaser. Further, Seller may not encumber the Property without the prior written consent of Purchaser, which consent cannot be unreasonably withheld. Certain costs incurred by Seller may be reimbursable at Closing as follows: (i) As site prep, planting, herbicide treatment, or any other silvicultural activity is planned to be performed on any portion of the Property prior to Closing, Seller shall submit any plans for any site prep, planting, herbicide treatment, or any other silvicultural activity to Purchaser for prior approval, such approval to not be unreasonably withheld. Seller must provide Purchaser at least ten (10) business days’ notice of any such planned activity and its associated costs to Purchaser. If Purchaser objects to such activity, Purchaser must notify Seller in writing of the objection within five (5) business days of receipt of the notice or Purchaser shall be deemed to have approved the activity and Seller shall have the right to undertake the planned activity. Seller shall pay for such silvicultural activity conducted prior to Closing; provided, however that Seller shall receive a credit at Closing for all costs actually expended for reforestation and silvicultural activity that has been approved by Purchaser. (ii) As capital improvements (including without limitation road installation but not ordinary repair and maintenance) are planned to be performed on any portion of the Property prior to Closing, Seller shall submit any plans for capital improvements to Purchaser for prior approval, such approval to not be unreasonably withheld. Seller must provide Purchaser at least ten (10) business days notice of any such planned activity and its associated costs to Purchaser. The cost to Purchaser shall be limited to the amount of the cost to be amortized over the remaining beneficial life of the capital improvement excluding the amortization amount for the current year (the “Cost”). If Purchaser objects to such activity, Purchaser must notify Seller in writing of the objection within five (5) business days of receipt of the notice or Purchaser shall be deemed to have approved the activity and Seller shall have the right to undertake the planned activity. Seller shall pay for such activity conducted prior to each Closing; provided, however, that Seller shall receive a credit at Closing for the Cost of each activity that has been approved by Purchaser excluding the amortization amount for the current year. (c) Seller is not aware of Seller being in possession of any environmental audits, assessments or reports pertaining to the Property. (d) Purchaser, its agents and representatives, shall have the right, from the date hereof until thirty (30) days from the date of this Agreement to go on the Property and around and in the Buildings at reasonable times to conduct an environmental audit and other land, soil and engineering inspections, tests and feasibility studies utilizing current ASTM standards (“Purchaser’s written consentEnvironmental Evaluation”). Seller agrees to cooperate with Purchaser in the conduct of Purchaser’s Environmental Evaluation. In the event the Purchaser’s Environmental Evaluation reveals a commercially reasonable adverse environmental condition (other than promiscuous dumps containing household refuse and white goods of one-half acre or less for each dump site) existing upon the Property, or unless then Purchaser shall notify Seller in writing of any such encumbrances are removed at Closingadverse environmental condition within ten (10) days after the end of the foregoing thirty (30) day period. Seller may continue Purchaser shall also have the right, from the date of Purchaser’s Environmental Evaluation until Closing to enter into leases and other Temporary Encumbrances in thirty (30) days from the normal course date of Purchaser’s receipt of Seller’s businessNotice of Closing, provided to update Purchaser’s Environmental Evaluation (“Purchaser’s Updated Environmental Evaluation”) as to matters occurring after the date of Purchaser’s Environmental Evaluation. In no event shall Purchaser report any such adverse environmental condition to any governmental authority without first affording Seller obtains prior written permission the right to review the information on said condition and to make independent notification to said governmental authority if Seller believes such notification is required. Purchaser shall have the right to delete the affected acreage affected by commercially reasonable adverse environmental condition (other than promiscuous dumps containing household refuse and white goods of one-half acre or less for each dump site) from Closing; provided, however, if the affected area is not large enough to constitute a marketable parcel, Seller shall have the right to enlarge the area not to exceed forty (40) acres unless the excluded tract exceeds forty (40) acres or Seller establishes that a larger tract is reasonably necessary to create an economically marketable parcel, as reasonably determined by Seller and Purchaser. No permission In the event Seller and Purchaser are unable to agree upon the specific acreage to be excluded, the parties agree to comply with the Arbitration Process described in the above Section 5(b). In the event a survey is required to create such parcel, Seller and Purchaser shall share equally in the cost of Purchaser is needed any such survey by a licensed professional surveyor meeting minimum standards or other standards approved by Seller provided that Seller’s costs shall in no event exceed Twenty-Five Thousand Dollars ($25,000.00) for all tracts combined. In addition, Seller shall be entitled to reserve easements for access and utilities to such affected parcel. The Purchase Price will be reduced by a computation of the number of acres utilizing the specific values reflected on the chart attached as Schedule 5 (b) for any Temporary Encumbrance which acres deleted (isubject to expansion to a marketable parcel as aforesaid) expires as a result of its own accord Purchaser’s Environmental Evaluation. For the purposes of all adjustments to Purchase Price arising out of title claims or defects and environmental claims or defects, Purchaser shall not be entitled to request and obtain an adjustment to the Purchase Price until the claims, or defects, arising from title and environmental claims or defects individually or collectively could lessen the value of the Assets by, or cause damage of, at least six/tenths of one percent (0.6%) of the Purchase Price of each tract (the “Floor”). If title or environmental claims individually or in the aggregate do not exceed the Floor, there shall be no adjustment to the Purchase Price. If title or environmental claims exceed the Floor, the Purchase Price shall be adjusted for title and environmental claims by Closing; reducing the Purchase Price by the amount of the claims above the Floor subject to the Ceiling for claims of ten percent (ii10%) may be terminated by of the Purchase Price of each tract (“Title and Environmental Claim Ceiling”). If the total title and environmental claims exceed the Claim Ceiling, either Seller or Purchaser at may terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser with neither Seller nor Purchaser having any time before further liability to each other. (e) Purchaser’s Indemnification of Seller Arising From Inspections. Purchaser agrees to come in, defend, hold harmless and indemnify Seller from any loss, claim or after Closing; damage arising out of Purchaser’s or (iii) may be terminated by Purchaser within two (2) years after Purchaser’s agents, employees, or contractors inspections or operations on the Property prior to Closing. Under no circumstances If the Closing does not occur, Purchaser shall Seller place or allow liens or monetary encumbrances upon also repair any damage to the Property unless they are discharged by Seller at Closing. 7.4arising out of Purchaser’s or Purchaser’s agents, employees, or contractors inspections or operations on the Property. Notwithstanding the provisions of Paragraph 7.3, between the date of execution The obligation of this Agreement by all parties and the Phase I Closing, Seller may continue to harvest timber from the Property in the ordinary course paragraph shall survive closing of Seller’s business up to a maximum of forty-six million board feet (46 MMBF) of timber pursuant to its current harvest plans so long as (i) Purchaser has been provided a copy of such harvest plans prior to the commencement of any harvesting activity, and (ii) such harvesting plans and the harvests conducted pursuant thereto conform with applicable laws and standards established under the current version of the Sustainable Forestry Initiative which is in place at the time of the execution this transaction or termination of this Agreement. (f) Credits at Closing. In addition to the potential adjustments to the Purchase Price as contained in Paragraphs 5(b), 5(d), 6(d) and 10 hereof, the Purchaser shall receive a credit at Closing in the amount of $269,444.00 for contract 322-1058. Further, Purchaser shall receive a credit at Closing for any funds received by Seller after July 2, 2004 and prior to Closing under any pay-as-cut contracts affecting the Property.

Inspection; Condition of Property; Subsequent Acts. 7.1(a) Subject only to Seller’s representations and warranties expressly set forth herein and in the Deeds and Assignment and Assumption Agreement, as limited by the limitations on survival of, and other limitations on, such representations and warranties contained herein or in the Deeds or in the Assignment and Assumption Agreement, Purchaser accepts the Assets “as is” and “where is, ” with all faults and subject to all defects and conditions, known or unknown, at Purchaser’s risk and without adjustment to or reduction of the Purchase Price. Seller has no obligation to repair or make any improvements to the Property. Purchaser acknowledges that it has been afforded the opportunity for full inspection of the Property and has been made or will have been made such inspection as it deems necessary by the applicable Closing Date, Date and that neither the Seller nor its agents, officers, employees or assigns shall be held to have made any representation, warranty or covenant respecting the condition of of, or otherwise with respect to, the Property or any improvements thereon or any of the other Assets, nor shall the Purchaser or Seller or the assigns of either be held to have made any covenant or agreement for alterations, improvements or repairs or otherwise with respect to the Assets unless the covenant or agreement relied on is contained herein or is in writing and attached to and made a part of in this Agreement. Purchaser acknowledges and agrees that any documents, cruises, compilations, timber inventories, environmental audits, assessments, surveys, plans, specifications, reports and studies (the “Information”) made available to Purchaser by Seller Seller, including without limitation all such Information as constitutes part of the Personal Property, are or have been provided as information only without any representation, and Seller makes no representation or warranty whatsoever with respect to the accuracy or completeness of the Information. 7.2. Purchaser specifically acknowledges and agrees that (1) Seller, except as set forth in Seller’s limited warranty of title in the Deed and as set forth in Paragraph 8 below, does not make any representations or warranties of any kind whatsoever, either express or implied, with respect to and shall have no liability for the Property (or any related matters), and (2) the Property is sold to Purchaser in an “AS IS” and “WITH ALL FAULTS” condition as of the Closing, including, without limitation, (i) the existence or non-existence of legal access to or from the Property or any portion thereof; (ii) the number of acres comprising the Property; (iii) the volume, condition or quality of timber on the Property; (iv) logging conditions or feasibility; (v) the existence, volume, condition or quality of minerals on the Property; (vi) the stability of soils; (vii) suitability, habitability, merchantability or fitness of the Property for any construction or development, or for the Purchaser’s intended use; (viii) the condition of any building structure or improvements on the Property; (ix) encroachment or boundary questions; (x) compliance with any laws; (xi) drainage, availability or adequacy of water, sewer or other utilities, zoning, access and similar matters; or (xii) any other matters related to the Property. Except for the Seller’s warranty of title in the Deed and as set forth in Paragraph 8 below, Purchaser, for itself and its successors and assigns, hereby waives and releases Seller from any and all contractual, statutory, common law, and/or other liabilities, obligations, claims or causes of action, known or unknown, which the Purchaser or its successors or assigns may have or be entitled to against the Seller arising in whole or in part of, or relating or connected in any way otherwise with respect to, the condition Information. Without limiting the generality of the Property includingforegoing, but not limited toSELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, any such liabilitiesAS WELL AS ANY WARRANTY WHATSOEVER WITH RESPECT TO THE MARKETABILITY, obligationsHARVESTABILITY, claims or causes of action based in whole or in part upon any applicable federalAGE, state or local environmental lawSPECIES MIX, rule or regulationSITE CLASSIFICATION, BOUNDARIES OF THE TIMBER OR THE PROPERTY, QUANTITIES, TIMBER GRADES, OR QUALITY OF ANY TIMBER ON THE PROPERTY OR ACCESS, UTILITIES, ZONING, ACREAGE OR SOILS STABILITY OR CONDITIONS. Seller and Purchaser acknowledge that this disclaimer and release have been specifically negotiated. 7.3. (b) Between the date of this Agreement and the Closing for each Phase of the purchase contemplated by this AgreementDate, Seller shall maintain and keep the Property in substantially the same condition as it exists as of existed on the date of this Agreement, except for timber harvest expressly permitted in Paragraphs 7.4 and 7.5 and the grant of Temporary Encumbrances as provided in this Paragraph 7.3. Seller shall not remove gates or other improvements from have the Property. Except for Temporary Encumbrances or permanent encumbrances as expressly provided in this Agreement, Seller shall not further encumber the Property without Purchaser’s written consent, or unless any such encumbrances are removed at Closing. Seller may continue until Closing right to enter into leases and other Temporary Encumbrances in the normal course of Seller’s business, provided Seller obtains prior written permission from Purchaser. No permission of Purchaser is needed for any Temporary Encumbrance which (i) expires of its own accord by Closing; (ii) may be terminated by either Seller or Purchaser at any time before or after Closing; or (iii) may be terminated by Purchaser within two (2) years after Closing. Under no circumstances shall Seller place or allow liens or monetary encumbrances upon the Property unless they are discharged by Seller at Closing. 7.4. Notwithstanding the provisions of Paragraph 7.3, between the date of execution of this Agreement by all parties and the Phase I Closing, Seller may continue to harvest timber from the Property in the ordinary course of Seller’s business up to a maximum of forty-six million board feet (46 MMBF) of cut timber pursuant to its current May 1 through November 15, 2005 harvest plans so long as plan (i) Purchaser has been provided a copy of such harvest plans prior to the commencement of any harvesting activity, and (ii) such harvesting plans “Harvest Plan”). The following chart illustrates the Harvest Plan and the harvests conducted pursuant thereto conform values associated with applicable laws and standards established under the current version of the Sustainable Forestry Initiative which is in place at the time of the execution of this Agreement.Harvest Plan: Product $/Ton Plan Volume (tons) Total Plan Value Hardwood/Aspen Pulpwood $10.00 303,750 $3,037,500 Softwood/Pine Pulpwood $13.00 42,650 $ 554,450 Hardwood Sawtimber $86.00 44,550 $3,831,300 Softwood Sawtimber $26.00 14,080 $ 366,080 Totals 405,030 $7,789,330

Inspection; Condition of Property; Subsequent Acts. 7.1(a) Subject to Seller’s representations and warranties set forth herein and in the Deeds and Assignment and Assumption Agreement, Purchaser accepts the Assets “as is” and “where is,” subject to the risks of all defects and conditions. Seller has no obligation to repair or make any improvements to the Premises. The Purchaser acknowledges that it has been afforded the opportunity for full inspection of the Property and has been made or will have been made such inspection as it deems necessary by the applicable Closing Date, Date and that neither the Seller nor its agents, officers, employees or assigns shall be held to any covenant respecting the condition of the Property or any improvements thereon nor shall the Purchaser or Seller or the assigns of either be held to any covenant or agreement for alterations, improvements or repairs unless the covenant or agreement relied on is contained herein or is in writing and attached to and made a part of this Agreement. Purchaser acknowledges and agrees that any documents, cruises, compilations, timber inventories, environmental audits, assessments, surveys, plans, specifications, reports and studies (the “Information”) made available to Purchaser by Seller are or have been provided as information only and Seller makes no warranty whatsoever with respect to the accuracy or completeness of the Information. Without limiting the generality of the foregoing, SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, AS WELL AS ANY WARRANTY WHATSOEVER WITH RESPECT TO THE MARKETABILITY, HARVESTABILITY, AGE, SPECIES MIX, SITE CLASSIFICATION, BOUNDARIES OF THE TIMBER OR THE PROPERTY, QUANTITIES, TIMBER GRDS, OR QUALITY OF ANY TIMBER ON THE PROPERTY OR SOILS STABILITY OR CONDITIONS. 7.2. Purchaser specifically acknowledges and agrees that (1b) Seller, except as set forth in Seller’s limited warranty of title in the Deed and as set forth in Paragraph 8 below, does not make any representations or warranties of any kind whatsoever, either express or implied, with respect to and shall have no liability for the Property (or any related matters), and (2) the Property is sold to Purchaser in an “AS IS” and “WITH ALL FAULTS” condition as of the Closing, including, without limitation, (i) the existence or non-existence of legal access to or from the Property or any portion thereof; (ii) the number of acres comprising the Property; (iii) the volume, condition or quality of timber on the Property; (iv) logging conditions or feasibility; (v) the existence, volume, condition or quality of minerals on the Property; (vi) the stability of soils; (vii) suitability, habitability, merchantability or fitness of the Property for any construction or development, or for the Purchaser’s intended use; (viii) the condition of any building structure or improvements on the Property; (ix) encroachment or boundary questions; (x) compliance with any laws; (xi) drainage, availability or adequacy of water, sewer or other utilities, zoning, access and similar matters; or (xii) any other matters related to the Property. Except for the Seller’s warranty of title in the Deed and as set forth in Paragraph 8 below, Purchaser, for itself and its successors and assigns, hereby waives and releases Seller from any and all contractual, statutory, common law, and/or other liabilities, obligations, claims or causes of action, known or unknown, which the Purchaser or its successors or assigns may have or be entitled to against the Seller arising in whole or in part of, or relating or connected in any way to, the condition of the Property including, but not limited to, any such liabilities, obligations, claims or causes of action based in whole or in part upon any applicable federal, state or local environmental law, rule or regulation. Seller and Purchaser acknowledge that this disclaimer and release have been specifically negotiated. 7.3. Between the date of this Agreement and the Closing for each Phase of Date, the purchase contemplated by this Agreement, Seller shall maintain and keep the Property in substantially the same condition as it exists as of existed on the date of this Agreement, Agreement except for Seller shall have the right to cut timber harvest expressly permitted pursuant to the Timber Cutting Contracts and in Paragraphs 7.4 and 7.5 and the grant of Temporary Encumbrances as provided in this accordance with Paragraph 7.36(f). Seller shall not remove gates or other improvements from extend any Timber Cutting Contracts without the Propertypermission of Purchaser. Except for Temporary Encumbrances or permanent encumbrances as expressly provided in this AgreementFurther, Seller shall manage and maintain the Property to a commercially reasonable standard and shall continue to conduct silvicultural activities to a commercially reasonable standard, subject to the provisions of this paragraph. The Seller shall not further and shall not allow others to remove or in any way permit the removal of any timber, harvestable crops, improvements, or other items from the Property other than as provided in the Timber Cutting Contracts or as specifically agreed in writing by Purchaser. Further, Seller may not encumber the Property without the prior written consent of Purchaser, which consent cannot be unreasonably withheld. Certain costs incurred by Seller may be reimbursable at Closing as follows: (i) As site prep, planting, herbicide treatment, or any other silvicultural activity is planned to be performed on any portion of the Property prior to Closing, Seller shall submit any plans for any site prep, planting, herbicide treatment, or any other silvicultural activity to Purchaser for prior approval, such approval to not be unreasonably withheld. Seller must provide Purchaser at least ten (10) business days’ notice of any such planned activity and its associated costs to Purchaser. If Purchaser objects to such activity, Purchaser must notify Seller in writing of the objection within five (5) business days of receipt of the notice or Purchaser shall be deemed to have approved the activity and Seller shall have the right to undertake the planned activity. Seller shall pay for such silvicultural activity conducted prior to Closing; provided, however that Seller shall receive a credit at Closing for all costs actually expended for reforestation and silvicultural activity that has been approved by Purchaser. (ii) As capital improvements (including without limitation road installation but not ordinary repair and maintenance) are planned to be performed on any portion of the Property prior to Closing, Seller shall submit any plans for capital improvements to Purchaser for prior approval, such approval to not be unreasonably withheld. Seller must provide Purchaser at least ten (10) business days notice of any such planned activity and its associated costs to Purchaser. The cost to Purchaser shall be limited to the amount of the cost to be amortized over the remaining beneficial life of the capital improvement excluding the amortization amount for the current year (the “Cost”). If Purchaser objects to such activity, Purchaser must notify Seller in writing of the objection within five (5) business days of receipt of the notice or Purchaser shall be deemed to have approved the activity and Seller shall have the right to undertake the planned activity. Seller shall pay for such activity conducted prior to each Closing; provided, however, that Seller shall receive a credit at Closing for the Cost of each activity that has been approved by Purchaser excluding the amortization amount for the current year. (c) Seller is not aware of Seller being in possession of any environmental audits, assessments or reports pertaining to the Property. (d) Purchaser, its agents and representatives, shall have the right, from the date hereof until thirty (30) days from the date of this Agreement to go on the Property and around and in the Buildings at reasonable times to conduct an environmental audit and other land, soil and engineering inspections, tests and feasibility studies utilizing current ASTM standards (“Purchaser’s written consentEnvironmental Evaluation”). Seller agrees to cooperate with Purchaser in the conduct of Purchaser’s Environmental Evaluation. In the event the Purchaser’s Environmental Evaluation reveals a commercially reasonable adverse environmental condition (other than promiscuous dumps containing household refuse and white goods of one-half acre or less for each dump site) existing upon the Property, or unless then Purchaser shall notify Seller in writing of any such encumbrances are removed at Closingadverse environmental condition within ten (10) days after the end of the foregoing thirty (30) day period. Seller may continue Purchaser shall also have the right, from the date of Purchaser’s Environmental Evaluation until Closing to enter into leases and other Temporary Encumbrances in thirty (30) days from the normal course date of Purchaser’s receipt of Seller’s businessNotice of Closing, provided to update Purchaser’s Environmental Evaluation (“Purchaser’s Updated Environmental Evaluation”) as to matters occurring after the date of Purchaser’s Environmental Evaluation. In no event shall Purchaser report any such adverse environmental condition to any governmental authority without first affording Seller obtains prior written permission the right to review the information on said condition and to make independent notification to said governmental authority if Seller believes such notification is required. Purchaser shall have the right to delete the affected acreage affected by commercially reasonable adverse environmental condition (other than promiscuous dumps containing household refuse and white goods of one-half acre or less for each dump site) from Closing; provided, however, if the affected area is not large enough to constitute a marketable parcel, Seller shall have the right to enlarge the area not to exceed forty (40) acres unless the excluded tract exceeds forty (40) acres or Seller establishes that a larger tract is reasonably necessary to create an economically marketable parcel, as reasonably determined by Seller and Purchaser. No permission In the event Seller and Purchaser are unable to agree upon the specific acreage to be excluded, the parties agree to comply with the Arbitration Process described in the above Section 5(b). In the event a survey is required to create such parcel, Seller and Purchaser shall share equally in the cost of Purchaser is needed any such survey by a licensed professional surveyor meeting minimum standards or other standards approved by Seller provided that Seller’s costs shall in no event exceed Twenty-Five Thousand Dollars ($25,000.00) for all tracts combined. In addition, Seller shall be entitled to reserve easements for access and utilities to such affected parcel. The Purchase Price will be reduced by a computation of the number of acres utilizing the specific values reflected on the chart attached as Schedule 5 (b) for any Temporary Encumbrance which acres deleted (isubject to expansion to a marketable parcel as aforesaid) expires as a result of its own accord Purchaser’s Environmental Evaluation. For the purposes of all adjustments to Purchase Price arising out of title claims or defects and environmental claims or defects, Purchaser shall not be entitled to request and obtain an adjustment to the Purchase Price until the claims, or defects, arising from title and environmental claims or defects individually or collectively could lessen the value of the Assets by, or cause damage of, at least six/tenths of one percent (0.6%) of the Purchase Price of each tract (the “Floor”). If title or environmental claims individually or in the aggregate do not exceed the Floor, there shall be no adjustment to the Purchase Price. If title or environmental claims exceed the Floor, the Purchase Price shall be adjusted for title and environmental claims by Closing; reducing the Purchase Price by the amount of the claims above the Floor subject to the Ceiling for claims of ten percent (ii10%) may be terminated by of the Purchase Price of each tract (“Title and Environmental Claim Ceiling”). If the total title and environmental claims exceed the Claim Ceiling, either Seller or Purchaser at any time before or after Closing; or (iii) may be terminated by Purchaser within two (2) years after Closing. Under no circumstances shall Seller place or allow liens or monetary encumbrances upon the Property unless they are discharged by Seller at Closing. 7.4. Notwithstanding the provisions of Paragraph 7.3, between the date of execution of this Agreement by all parties and the Phase I Closing, Seller may continue to harvest timber from the Property in the ordinary course of Seller’s business up to a maximum of forty-six million board feet (46 MMBF) of timber pursuant to its current harvest plans so long as (i) Purchaser has been provided a copy of such harvest plans prior to the commencement of any harvesting activity, and (ii) such harvesting plans and the harvests conducted pursuant thereto conform with applicable laws and standards established under the current version of the Sustainable Forestry Initiative which is in place at the time of the execution of terminate this Agreement, the Exxxxxx Money shall be returned to Purchaser with neither Seller nor Purchaser having any further liability to each other.

Inspection; Condition of Property; Subsequent Acts. 7.1(a) Subject to Seller’s representations and warranties set forth herein and in the Deeds and Assignment and Assumption Agreement, Purchaser accepts the Assets “as is” and “where is,” subject to the risks of all defects and conditions. Seller has no obligation to repair or make any improvements to the Premises. The Purchaser acknowledges that it has been afforded the opportunity for full inspection of the Property and has been made or will have been made such inspection as it deems necessary by the applicable Closing Date, Date and that neither the Seller nor its agents, officers, employees or assigns shall be held to any covenant respecting the condition of the Property or any improvements thereon nor shall the Purchaser or Seller or the assigns of either be held to any covenant or agreement for alterations, improvements or repairs unless the covenant or agreement relied on is contained herein or is in writing and attached to and made a part of this Agreement. Purchaser acknowledges and agrees that any documents, cruises, compilations, timber inventories, environmental audits, assessments, surveys, plans, specifications, reports and studies (the “Information”) made available to Purchaser by Seller are or have been provided as information only and Seller makes no warranty whatsoever with respect to the accuracy or completeness of the Information. Without limiting the generality of the foregoing, SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, AS WELL AS ANY WARRANTY WHATSOEVER WITH RESPECT TO THE MARKETABILITY, HARVEST ABILITY, AGE, SPECIES MIX, SITE CLASSIFICATION, BOUNDARIES OF THE TIMBER OR THE PROPERTY, QUANTITIES, TIMBER GRDS, OR QUALITY OF ANY TIMBER ON THE PROPERTY OR SOILS STABILITY OR CONDITIONS. 7.2. Purchaser specifically acknowledges and agrees that (1b) Seller, except as set forth in Seller’s limited warranty of title in the Deed and as set forth in Paragraph 8 below, does not make any representations or warranties of any kind whatsoever, either express or implied, with respect to and shall have no liability for the Property (or any related matters), and (2) the Property is sold to Purchaser in an “AS IS” and “WITH ALL FAULTS” condition as of the Closing, including, without limitation, (i) the existence or non-existence of legal access to or from the Property or any portion thereof; (ii) the number of acres comprising the Property; (iii) the volume, condition or quality of timber on the Property; (iv) logging conditions or feasibility; (v) the existence, volume, condition or quality of minerals on the Property; (vi) the stability of soils; (vii) suitability, habitability, merchantability or fitness of the Property for any construction or development, or for the Purchaser’s intended use; (viii) the condition of any building structure or improvements on the Property; (ix) encroachment or boundary questions; (x) compliance with any laws; (xi) drainage, availability or adequacy of water, sewer or other utilities, zoning, access and similar matters; or (xii) any other matters related to the Property. Except for the Seller’s warranty of title in the Deed and as set forth in Paragraph 8 below, Purchaser, for itself and its successors and assigns, hereby waives and releases Seller from any and all contractual, statutory, common law, and/or other liabilities, obligations, claims or causes of action, known or unknown, which the Purchaser or its successors or assigns may have or be entitled to against the Seller arising in whole or in part of, or relating or connected in any way to, the condition of the Property including, but not limited to, any such liabilities, obligations, claims or causes of action based in whole or in part upon any applicable federal, state or local environmental law, rule or regulation. Seller and Purchaser acknowledge that this disclaimer and release have been specifically negotiated. 7.3. Between the date of this Agreement and the Closing for each Phase of Date, the purchase contemplated by this Agreement, Seller shall maintain and keep the Property in substantially the same condition as it exists as of existed on the date of this Agreement, Agreement except for Seller shall have the right to cut timber harvest expressly permitted pursuant to the Timber Cutting Contracts and in Paragraphs 7.4 and 7.5 and the grant of Temporary Encumbrances as provided in this accordance with Paragraph 7.36(f). Seller shall not remove gates or other improvements from extend any Timber Cutting Contracts without the Propertypermission of Purchaser. Except for Temporary Encumbrances or permanent encumbrances as expressly provided in this AgreementFurther, Seller shall manage and maintain the Property to a commercially reasonable standard and shall continue to conduct silvicultural activities to a commercially reasonable standard, subject to the provisions of this paragraph. The Seller shall not further and shall not allow others to remove or in any way permit the removal of any timber, harvestable crops, improvements, or other items from the Property other than as provided in the Timber Cutting Contracts or as specifically agreed in writing by Purchaser. Further, Seller may not encumber the Property without the prior written consent of Purchaser, which consent cannot be unreasonably withheld. Certain costs incurred by Seller may be reimbursable at Closing as follows: (i) As site prep, planting, herbicide treatment, or any other silvicultural activity is planned to be performed on any portion of the Property prior to Closing, Seller shall submit any plans for any site prep, planting, herbicide treatment, or any other silvicultural activity to Purchaser for prior approval, such approval to not be unreasonably withheld. Seller must provide Purchaser at least ten (10) business days’ notice of any such planned activity and its associated costs to Purchaser. If Purchaser objects to such activity, Purchaser must notify Seller in writing of the objection within five (5) business days of receipt of the notice or Purchaser shall be deemed to have approved the activity and Seller shall have the right to undertake the planned activity. Seller shall pay for such silvicultural activity conducted prior to Closing; provided, however that Seller shall receive a credit at Closing for all costs actually expended for reforestation and silvicultural activity that has been approved by Purchaser. (ii) As capital improvements (including without limitation road installation but not ordinary repair and maintenance) are planned to be performed on any portion of the Property prior to Closing, Seller shall submit any plans for capital improvements to Purchaser for prior approval, such approval to not be unreasonably withheld. Seller must provide Purchaser at least ten (10) business days notice of any such planned activity and its associated costs to Purchaser. The cost to Purchaser shall be limited to the amount of the cost to be amortized over the remaining beneficial life of the capital improvement excluding the amortization amount for the current year (the “Cost”). If Purchaser objects to such activity, Purchaser must notify Seller in writing of the objection within five (5) business days of receipt of the notice or Purchaser shall be deemed to have approved the activity and Seller shall have the right to undertake the planned activity. Seller shall pay for such activity conducted prior to each Closing; provided, however, that Seller shall receive a credit at Closing for the Cost of each activity that has been approved by Purchaser excluding the amortization amount for the current year. (c) Seller is not aware of Seller being in possession of any environmental audits, assessments or reports pertaining to the Property. (d) Purchaser, its agents and representatives, shall have the right, from the date hereof until thirty (30) days from the date of this Agreement to go on the Property and around and in the Buildings at reasonable times to conduct an environmental audit and other land, soil and engineering inspections, tests and feasibility studies utilizing current ASTM standards (“Purchaser’s written consentEnvironmental Evaluation”). Seller agrees to cooperate with Purchaser in the conduct of Purchaser’s Environmental Evaluation. In the event the Purchaser’s Environmental Evaluation reveals a commercially reasonable adverse environmental condition (other than promiscuous dumps containing household refuse and white goods of one-half acre or less for each dump site) existing upon the Property, or unless then Purchaser shall notify Seller in writing of any such encumbrances are removed at Closingadverse environmental condition within ten (10) days after the end of the foregoing thirty (30) day period. Seller may continue Purchaser shall also have the right, from the date of Purchaser’s Environmental Evaluation until Closing to enter into leases and other Temporary Encumbrances in thirty (30) days from the normal course date of Purchaser’s receipt of Seller’s businessNotice of Closing, provided to update Purchaser’s Environmental Evaluation (“Purchaser’s Updated Environmental Evaluation”) as to matters occurring after the date of Purchaser’s Environmental Evaluation. In no event shall Purchaser report any such adverse environmental condition to any governmental authority without first affording Seller obtains prior written permission the right to review the information on said condition and to make independent notification to said governmental authority if Seller believes such notification is required. Purchaser shall have the right to delete the affected acreage affected by commercially reasonable adverse environmental condition (other than promiscuous dumps containing household refuse and white goods of one-half acre or less for each dump site) from Closing; provided, however, if the affected area is not large enough to constitute a marketable parcel, Seller shall have the right to enlarge the area not to exceed forty (40) acres unless the excluded tract exceeds forty (40) acres or Seller establishes that a larger tract is reasonably necessary to create an economically marketable parcel, as reasonably determined by Seller and Purchaser. No permission In the event Seller and Purchaser are unable to agree upon the specific acreage to be excluded, the parties agree to comply with the Arbitration Process described in the above Section 5(b). In the event a survey is required to create such parcel, Seller and Purchaser shall share equally in the cost of Purchaser is needed any such survey by a licensed professional surveyor meeting minimum standards or other standards approved by Seller provided that Seller’s costs shall in no event exceed Twenty-Five Thousand Dollars ($25,000.00) for all tracts combined. In addition, Seller shall be entitled to reserve easements for access and utilities to such affected parcel. The Purchase Price will be reduced by a computation of the number of acres utilizing the specific values reflected on the chart attached as Schedule 5 (b) for any Temporary Encumbrance which acres deleted (isubject to expansion to a marketable parcel as aforesaid) expires as a result of its own accord Purchaser’s Environmental Evaluation. For the purposes of all adjustments to Purchase Price arising out of title claims or defects and environmental claims or defects, Purchaser shall not be entitled to request and obtain an adjustment to the Purchase Price until the claims, or defects, arising from title and environmental claims or defects individually or collectively could lessen the value of the Assets by, or cause damage of, at least six/tenths of one percent (0.6%) of the Purchase Price of each tract (the “Floor”). If title or environmental claims individually or in the aggregate do not exceed the Floor, there shall be no adjustment to the Purchase Price. If title or environmental claims exceed the Floor, the Purchase Price shall be adjusted for title and environmental claims by Closing; reducing the Purchase Price by the amount of the claims above the Floor subject to the Ceiling for claims of ten percent (ii10%) may be terminated by of the Purchase Price of each tract (“Title and Environmental Claim Ceiling”). If the total title and environmental claims exceed the Claim Ceiling, either Seller or Purchaser at any time before or after Closing; or (iii) may be terminated by Purchaser within two (2) years after Closing. Under no circumstances shall Seller place or allow liens or monetary encumbrances upon the Property unless they are discharged by Seller at Closing. 7.4. Notwithstanding the provisions of Paragraph 7.3, between the date of execution of this Agreement by all parties and the Phase I Closing, Seller may continue to harvest timber from the Property in the ordinary course of Seller’s business up to a maximum of forty-six million board feet (46 MMBF) of timber pursuant to its current harvest plans so long as (i) Purchaser has been provided a copy of such harvest plans prior to the commencement of any harvesting activity, and (ii) such harvesting plans and the harvests conducted pursuant thereto conform with applicable laws and standards established under the current version of the Sustainable Forestry Initiative which is in place at the time of the execution of terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser with neither Seller nor Purchaser having any further liability to each other.

Inspection; Condition of Property; Subsequent Acts. 7.1(a) Subject to Seller’s representations and warranties set forth herein and in the Deeds and Assignment and Assumption Agreement, Purchaser accepts the Assets “as is” and “where is,” subject to the risks of all defects and conditions. Seller has no obligation to repair or make any improvements to the Premises. The Purchaser acknowledges that it has been afforded the opportunity for full inspection of the Property and has been made or will have been made such inspection as it deems necessary by the applicable Closing Date, Date and that neither the Seller nor its agents, officers, employees or assigns shall be held to any covenant respecting the condition of the Property or any improvements thereon nor shall the Purchaser or Seller or the assigns of either be held to any covenant or agreement for alterations, improvements or repairs unless the covenant or agreement relied on is contained herein or is in writing and attached to and made a part of this Agreement. Purchaser acknowledges and agrees that any documents, cruises, compilations, timber inventories, environmental audits, assessments, surveys, plans, specifications, reports and studies (the “Information”) made available to Purchaser by Seller are or have been provided as information only and Seller makes no warranty whatsoever with respect to the accuracy or completeness of the Information. Without limiting the generality of the foregoing, SELLER EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, AS WELL AS ANY WARRANTY WHATSOEVER WITH RESPECT TO THE MARKETABILITY, HARVEST ABILITY, AGE, SPECIES MIX, SITE CLASSIFICATION, BOUNDARIES OF THE TIMBER OR THE PROPERTY, QUANTITIES, TIMBER GRDS, OR QUALITY OF ANY TIMBER ON THE PROPERTY OR SOILS STABILITY OR CONDITIONS. 7.2. Purchaser specifically acknowledges and agrees that (1b) Seller, except as set forth in Seller’s limited warranty of title in the Deed and as set forth in Paragraph 8 below, does not make any representations or warranties of any kind whatsoever, either express or implied, with respect to and shall have no liability for the Property (or any related matters), and (2) the Property is sold to Purchaser in an “AS IS” and “WITH ALL FAULTS” condition as of the Closing, including, without limitation, (i) the existence or non-existence of legal access to or from the Property or any portion thereof; (ii) the number of acres comprising the Property; (iii) the volume, condition or quality of timber on the Property; (iv) logging conditions or feasibility; (v) the existence, volume, condition or quality of minerals on the Property; (vi) the stability of soils; (vii) suitability, habitability, merchantability or fitness of the Property for any construction or development, or for the Purchaser’s intended use; (viii) the condition of any building structure or improvements on the Property; (ix) encroachment or boundary questions; (x) compliance with any laws; (xi) drainage, availability or adequacy of water, sewer or other utilities, zoning, access and similar matters; or (xii) any other matters related to the Property. Except for the Seller’s warranty of title in the Deed and as set forth in Paragraph 8 below, Purchaser, for itself and its successors and assigns, hereby waives and releases Seller from any and all contractual, statutory, common law, and/or other liabilities, obligations, claims or causes of action, known or unknown, which the Purchaser or its successors or assigns may have or be entitled to against the Seller arising in whole or in part of, or relating or connected in any way to, the condition of the Property including, but not limited to, any such liabilities, obligations, claims or causes of action based in whole or in part upon any applicable federal, state or local environmental law, rule or regulation. Seller and Purchaser acknowledge that this disclaimer and release have been specifically negotiated. 7.3. Between the date of this Agreement and the Closing for each Phase of Date, the purchase contemplated by this Agreement, Seller shall maintain and keep the Property in substantially the same condition as it exists as of existed on the date of this Agreement, Agreement except for Seller shall have the right to cut timber harvest expressly permitted pursuant to the Timber Cutting Contracts and in Paragraphs 7.4 and 7.5 and the grant of Temporary Encumbrances as provided in this accordance with Paragraph 7.36(f). Seller shall not remove gates or other improvements from extend any timber cutting contracts without the Propertypermission of Purchaser. Except for Temporary Encumbrances or permanent encumbrances as expressly provided in this AgreementFurther, Seller shall manage and maintain the Property to a commercially reasonable standard and shall continue to conduct silvicultural activities to a commercially reasonable standard, subject to the provisions of this paragraph. The Seller shall not further and shall not allow others to remove or in any way permit the removal of any timber, harvestable crops, improvements, or other items from the Property other than as provided in the Timber Cutting Contracts or as specifically agreed in writing by Purchaser. Further, Seller may not encumber the Property without the prior written consent of Purchaser’s written consent, or unless any such encumbrances are removed at Closingwhich consent cannot be unreasonably withheld. Certain costs incurred by Seller may continue until be reimbursable at Closing to enter into leases and other Temporary Encumbrances in the normal course of Seller’s business, provided Seller obtains prior written permission from Purchaser. No permission of Purchaser is needed for any Temporary Encumbrance which as follows: (i) expires As site prep, planting, herbicide treatment, or any other silvicultural activity is planned to be performed on any portion of the Property prior to Closing, Seller shall submit any plans for any site prep, planting, herbicide treatment, or any other silvicultural activity to Purchaser for prior approval, such approval to not be unreasonably withheld. Seller must provide Purchaser at least ten (10) business days’ notice of any such planned activity and its own accord by associated costs to Purchaser. If Purchaser objects to such activity, Purchaser must notify Seller in writing of the objection within five (5) business days of receipt of the notice or Purchaser shall be deemed to have approved the activity and Seller shall have the right to undertake the planned activity. Seller shall pay for such silvicultural activity conducted prior to Closing; provided, however that Seller shall receive a credit at Closing for all costs actually expended for reforestation and silvicultural activity that has been approved by Purchaser. (iic) may Seller is not aware of Seller being in possession of any environmental audits, assessments or reports pertaining to the Property. (d) Purchaser, its agents and representatives, shall have the right, from the date hereof until thirty (30) days from the date of this Agreement to go on the Property and around and in the Buildings at reasonable times to conduct an environmental audit and other land, soil and engineering inspections, tests and feasibility studies utilizing current ASTM standards (“Purchaser’s Environmental Evaluation”). Seller agrees to cooperate with Purchaser in the conduct of Purchaser’s Environmental Evaluation. In the event the Purchaser’s Environmental Evaluation reveals a commercially reasonable adverse environmental condition (other than promiscuous dumps containing household refuse and white goods of one-half acre or less for each dump site) existing upon the Property, then Purchaser shall notify Seller in writing of any such adverse environmental condition within ten (10) days after the end of the foregoing thirty (30) day period. In no event shall Purchaser report any such adverse environmental condition to any governmental authority without first affording Seller the right to review the information on said condition and to make independent notification to said governmental authority if Seller believes such notification is required. Purchaser shall have the right to delete the affected acreage affected by commercially reasonable adverse environmental condition (other than promiscuous dumps containing household refuse and white goods of one-half acre or less for each dump site) from Closing; provided, however, if the affected area is not large enough to constitute a marketable parcel, Seller shall have the right to enlarge the area not to exceed forty (40) acres unless the excluded tract exceeds forty (40) acres or Seller establishes that a larger tract is reasonably necessary to create an economically marketable parcel, as reasonably determined by Seller and Purchaser. In the event Seller and Purchaser are unable to agree upon the specific acreage to be terminated excluded, the parties agree to comply with the Arbitration Process described in the above Section 5(b). In the event a survey is required to create such parcel, Seller and Purchaser shall share equally in the cost of any such survey by a licensed professional surveyor meeting minimum standards or other standards approved by Seller provided that Seller’s costs shall in no event exceed Twenty-Five Thousand Dollars ($25,000.00). In addition, Seller shall be entitled to reserve easements for access and utilities to such affected parcel. The Purchase Price will be reduced by a computation of the number of acres utilizing the specific values reflected on the chart attached as Schedule 5 (b) for any acres deleted (subject to expansion to a marketable parcel as aforesaid) as a result of Purchaser’s Environmental Evaluation. For the purposes of all adjustments to Purchase Price arising out of title claims or defects and environmental claims or defects, Purchaser shall not be entitled to request and obtain an adjustment to the Purchase Price until the claims, or defects, arising from title and environmental claims or defects individually or collectively could lessen the value of the Assets by, or cause damage of, at least six/tenths of one percent (0.6%) of the Purchase Price (the “Floor”). If title or environmental claims individually or in the aggregate do not exceed the Floor, there shall be no adjustment to the Purchase Price. If title or environmental claims exceed the Floor, the Purchase Price shall be adjusted for title and environmental claims by reducing the Purchase Price by the amount of the claims above the Floor subject to the Ceiling for claims of ten percent (10%) of the Purchase Price (“Title and Environmental Claim Ceiling”). If the total title and environmental claims exceed the Claim Ceiling, either Seller or Purchaser at any time before or after Closing; or (iii) may be terminated by Purchaser within two (2) years after Closing. Under no circumstances shall Seller place or allow liens or monetary encumbrances upon the Property unless they are discharged by Seller at Closing. 7.4. Notwithstanding the provisions of Paragraph 7.3, between the date of execution of this Agreement by all parties and the Phase I Closing, Seller may continue to harvest timber from the Property in the ordinary course of Seller’s business up to a maximum of forty-six million board feet (46 MMBF) of timber pursuant to its current harvest plans so long as (i) Purchaser has been provided a copy of such harvest plans prior to the commencement of any harvesting activity, and (ii) such harvesting plans and the harvests conducted pursuant thereto conform with applicable laws and standards established under the current version of the Sustainable Forestry Initiative which is in place at the time of the execution of terminate this Agreement, the Xxxxxxx Money shall be returned to Purchaser with neither Seller nor Purchaser having any further liability to each other.