SHALL CONSTRUCT, OR CAUSE TO BE CONSTRUCTED,
AT SELLER'S SOLE COST AND EXPENSE, HAUL ROADS (INCLUDING TEMPORARY, WINTER HAUL
ROADS ("WINTER ROADS") WHEN APPROPRIATE) TO THE ACTUAL DESIGNATED TRACTS
NECESSARY TO PROVIDE BUYER IN A TIMELY MANNER WITH PROPER ACCESS TO SUCH ACTUAL
DESIGNATED TRACTS FOR ITS HARVESTING OPERATIONS.
CONSTRUCTION OF SUCH ROADS
SHALL BE ACCOMPLISHED IN A GOOD AND WORKMANLIKE MANNER IN COMPLIANCE WITH ALL
APPLICABLE LAWS SO THAT BUYER IS PROVIDED WITH EFFECTIVE AND FUNCTIONAL ACCESS
TO ALL ACTUAL DESIGNATED TRACTS FOR ITS LOGGING PRACTICES.
FOLLOWING THE
CONSTRUCTION OF SAID ROADS, BUYER SHALL AT ITS SOLE COST AND EXPENSE MAINTAIN
AND REPAIR SAID ROADS FOR SO LONG AS IT IS HARVESTING ON THE RELEVANT ACTUAL
DESIGNATED TRACTS.
UPON SELLER'S DELIVERY OF THE HARVESTING PLAN TO BUYER, ONE
OR MORE REPRESENTATIVES OF BUYER SHALL REVIEW THE CONSTRUCTION OF THE WINTER
ROADS AND NEGOTIATE IN GOOD FAITH WITH ONE OR MORE REPRESENTATIVES OF SELLER TO
DETERMINE WHETHER SAID WINTER ROADS ARE SUFFICIENT FOR THE BUYER'S INTENDED USE
AND, ONLY UPON SUCH AGREEMENT BEING REACHED, BUYER SHALL RETAIN RESPONSIBILITY
FOR THE COST OF MAINTAINING AND REPAIRING SAID WINTER ROADS.
IF THE PARTIES ARE
UNABLE TO REACH AGREEMENT WITH RESPECT TO THE SUFFICIENCY OF SAID WINTER ROADS,
THE DISPUTE SHALL BE SETTLED IN ACCORDANCE WITH SECTION 10 OF THIS AGREEMENT.
UPON COMPLETION OF HARVESTING ON THE RELEVANT ACTUAL DESIGNATED TRACTS, BUYER
SHALL LEAVE SUCH ROADS IN A CONDITION EQUAL TO OR BETTER THAN THEIR CONDITION
PRIOR TO THE START OF THE OPERATION.
ALL SUCH ROAD MAINTENANCE AND REPAIR SHALL
BE PERFORMED IN A MANNER SO AS NOT TO VIOLATE ANY APPLICABLE LAWS, OR WITH
RESPECT TO SMZ'S, SO AS TO COMPLY WITH BEST MANAGEMENT PRACTICES SANCTIONED BY
THE STATE OF OHIO.
4.3
TIMBER HARVESTING.
BUYER SHALL HARVEST (I.E. CUT AND REMOVE) IN
EACH HARVESTING YEAR, ALL MERCHANTABLE TIMBER AS IDENTIFIED IN THE HARVESTING
PLAN FOR THE ACTUAL DESIGNATED TRACTS FOR SUCH HARVESTING YEAR, SUBJECT TO A
FORCE MAJEURE EVENT.
SUCH HARVESTING OPERATIONS SHALL BE CONDUCTED IN
ACCORDANCE WITH ALL APPLICABLE LAWS, IN A MANNER CONSISTENT WITH ESTABLISHED
INDUSTRY LOGGING PRACTICES, AND IN COMPLIANCE WITH ANY REASONABLE ADDITIONAL
GUIDELINES WHICH MAY BE ESTABLISHED FROM TIME TO TIME BY SELLER.
BUYER SHALL
REPAIR ALL FENCES OR STRUCTURES DAMAGED BY ITS HARVESTING OPERATIONS AND SHALL
LEAVE ALL ROADS, FIRE BREAKS, PROPERTY LINES, LAKES, AND PERENNIAL AND
INTERMITTENT STREAMS CLEAR OF LOGS, TIMBER, LIMBS OR OTHER DEBRIS.
ALL OIL
DRUMS, CANS, BOTTLES, CARTONS, DELIMBING BARS, LOADING DECKS, ABANDONED
EQUIPMENT AND OTHER DEBRIS RESULTING FROM BUYER'S OPERATIONS SHALL BE REMOVED
FROM THE APPLICABLE PORTIONS OF THE TIMBERLANDS UPON COMPLETION OF THE
HARVESTING OPERATIONS AT BUYER'S EXPENSE.
IF REPAIRS ARE NOT MADE OR IF THE
DEBRIS IS NOT REMOVED AND CLEARED WITHIN THIRTY (30) DAYS AFTER NOTICE FROM
SELLER TO BUYER, THEN SELLER MAY UNDERTAKE SUCH REPAIR OR REMOVAL FOR BUYER'S
ACCOUNT, AND BUYER SHALL BE LIABLE TO SELLER FOR ANY EXPENSE INCURRED IN
REPAIRING OR REMOVING SAME.
BUYER SHALL NOT, UNDER ANY CIRCUMSTANCE, BURY ANY
MATERIAL