Seller Default. If the Closing fails to occur as a result of any default by Seller, then provided Purchaser is not in default, Purchaser may, if such default is not cured after five (5) days written notice to Seller, in its sole and absolute discretion, either:

Seller. Except as otherwise set forth in Section 10, during the term of this Agreement the Primary Facility will be solely dedicated to the delivery of Sand to Buyer and Seller will not, without the express written consent of the Buyer, utilize the Primary Facility to sell or otherwise distribute Sand or any similar products to third-parties.

Seller. Notwithstanding anything in this Agreement to the contrary, Seller shall not have any liability:

Seller. At the time of the Closing, Seller shall deliver to Purchaser physical possession of the Aircraft at Hillsboro, Oregon (the “Delivery Location”), and Purchaser shall accept the Aircraft from Seller at the Delivery Location. Purchaser shall be responsible for the Reimbursed Cost incurred by Seller to position the Aircraft to the Delivery Location. Purchaser shall not be permitted to assert the existence of any discrepancy of any kind arising during the repositioning flight of the Aircraft (except to the extent such discrepancy arises from Seller’s gross negligence or willful misconduct) from the Inspection Facility to the Delivery Location.

Seller Encumbrances. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, Seller shall have no obligation to remove or cure title objections, except for the following (collectively, “Seller Encumbrances”): # liens of an ascertainable amount, which liens Seller shall cause to be # released on or prior to the Closing Date, # bonded over or # affirmatively insured over by Title Company, # real estate tax liens, other than liens for taxes and assessments not yet delinquent, # any exceptions or encumbrances to title that relate to leases, licenses or occupancy agreements with respect to the Premises other than the Cell Tower Leases (if any), and # any exceptions or encumbrances to title which are created by Seller after the Contract Date without Purchaser’s consent (which, for the avoidance of doubt, such consent obligation excludes those resulting from actions Seller is required to take in order to comply with laws, codes, regulations or ordinances affecting the Premises, which actions do not require Purchaser’s consent), such consent may be granted or withheld in Purchaser’s sole discretion. Seller shall cause the Premises to be conveyed to Purchaser at Closing free and clear of all Seller Encumbrances, and subject only to the Permitted Exceptions. With respect to any other objections which Purchaser may have (other than Seller Encumbrances), Seller shall notify Purchaser in writing within five (5) Business Days after receipt of written objections from Purchaser as to which of such objections it elects to cure, if any. Seller’s failure to respond shall be deemed to be an election not to cure matters which it is not required to remove hereunder. In addition, Seller shall provide Title Company with such commercially reasonable affidavits, personal undertakings and title indemnities (collectively, an “Owner’s Affidavit”) as Title Company may require in order to the issue the Title Policy or any endorsements to the Title Policy and remove the standard “mechanics lien” and “GAP” exceptions.

Seller Expenses. At Closing, Seller shall pay # one-half of any escrow or closing charges, # the recording fees and documentary fees related to any corrective instruments or Seller Encumbrances, # all transfer, recordation taxes (and filing and recording charges related thereto) and excise taxes, if any, due or payable to the Wake County Register of Deeds Office or to any other governmental authority by reason of the transactions that are the subject of this Agreement, and # all of the sales, use, or similar taxes and assessments based upon, or arising out of, transactions contemplated by this Agreement (excluding any income or capital gains tax assessed against Seller based upon any income or gain recognized by Seller).

Seller. At the Closing, Seller will execute and deliver all documents and take all other actions reasonably necessary to affect the sale of each Property, including:

Seller. Except as otherwise set forth in Section 10, during the term of this Agreement the Primary Facility will be solely dedicated to the delivery of Sand to Buyer and Seller will not, without the express written consent of the Buyer, utilize the Primary Facility to sell or otherwise distribute Sand or any similar products to third-parties.

By Seller. Seller represents and warrants to Buyer as of the Effective Date that:

Seller Covenants. Seller covenants and agrees that during the period from the Contract Date through and including the Closing Date or earlier termination of this Agreement: