TO THE PROPERTIES
BEYOND ORDINARY COMPLIANCE MANAGEMENT (EACH SUCH MATTER, AN "ENVIRONMENTAL
DEFECT"), AND (2) THOSE PROPERTIES ON WHICH BUYER WILL CONDUCT FURTHER
ENVIRONMENTAL INVESTIGATIONS FOLLOWING THE DATE HEREOF TO DETERMINE IF BUYER
WILL ASSERT THAT AN ENVIRONMENTAL DEFECT EXISTS ON SUCH IDENTIFIED PROPERTIES
(THE "GROUP B PROPERTIES"). BY NO LATER THAN AUGUST 15, 2006, BUYER SHALL
COMPLETE ITS INVESTIGATION WITH RESPECT TO THE GROUP B PROPERTIES, AND BY SUCH
DATE SHALL PROVIDE PFC AND COMPANY WITH AN AMENDED COMPANY SCHEDULE 7.19 THAT
DESCRIBES ANY ENVIRONMENTAL DEFECTS THAT BUYER ASSERTS EXIST ON OR WITH RESPECT
TO THE GROUP B PROPERTIES AS EVIDENCED BY BUYER'S ENVIRONMENTAL INVESTIGATION
TEST DATA.
(D)
IF PFC DISAGREES WITH ANY OF BUYER'S ASSERTIONS OF THE EXISTENCE OF
AN ENVIRONMENTAL DEFECT DESCRIBED ON AMENDED COMPANY SCHEDULE 7.19 WITH RESPECT
TO THE GROUP B PROPERTIES, PFC AND BUYER WILL ATTEMPT TO RESOLVE THE DISPUTE. IF
THEY CANNOT DO SO THEY WILL RESOLVE SUCH DISPUTE IN ACCORDANCE WITH
SECTION 11.1.
(E)
PFC WILL PURSUE DILIGENT EFFORTS FOLLOWING THE CLOSING TO BRING
ALL PFC RETAINED ENVIRONMENTAL MATTERS AND UNDISPUTED ENVIRONMENTAL DEFECTS
(INCLUDING DISPUTED ENVIRONMENTAL DEFECTS THAT ARE CONFIRMED TO EXIST PURSUANT
TO A PROCEEDING UNDER SECTION 11.1) INTO MATERIAL COMPLIANCE WITH THE
ENVIRONMENTAL LAWS. PFC SHALL RETAIN CONTROL OF AND SHALL MANAGE THE RESOLUTION
OF ALL SUCH PFC RETAINED ENVIRONMENTAL MATTERS AND OTHER ENVIRONMENTAL DEFECTS
(INCLUDING, AS APPLICABLE, REMEDIATION OR OTHER ACTION NECESSARY TO BRING A
PROPERTY INTO MATERIAL COMPLIANCE WITH ENVIRONMENTAL LAWS), AND BUYER, ITS
AFFILIATES AND REPRESENTATIVES WILL COOPERATE WITH AND NOT INTERFERE WITH PFC'S
ACTIVITIES, AND PROVIDE PFC AND ITS AGENTS AND REPRESENTATIVES FULL ACCESS TO
THE PROPERTIES NECESSARY FOR PFC'S PERFORMANCE OF ITS OBLIGATIONS UNDER THIS
SECTION. BUYER SHALL BE RESPONSIBLE FOR (AND, SUBJECT TO BUYER'S REVIEW AND
CONFIRMATION TO BUYER'S REASONABLE SATISFACTION, SHALL REIMBURSE PFC PROMPTLY
UPON INVOICING
51
FOR) THE FIRST $2,500,000 OF THIRD-PARTY OUT-OF-POCKET EXPENSES ACTUALLY
INCURRED BY PFC IN PERFORMING ITS OBLIGATIONS WITH RESPECT TO ENVIRONMENTAL
DEFECTS.
(F)
WHEN PFC CONSIDERS A PFC RETAINED ENVIRONMENTAL MATTER OR AN
ENVIRONMENTAL DEFECT TO BE IN MATERIAL COMPLIANCE WITH ENVIRONMENTAL LAWS, PFC
WILL PROVIDE WRITTEN NOTICE TO THE BUYER INDICATING THAT PFC'S OBLIGATION WITH
RESPECT CORRECTION OF SUCH ITEM IS COMPLETE (A "NOTICE OF COMPLETION"). IF BUYER
DISAGREES WITH SUCH NOTICE OF COMPLETION, IT MAY NOTIFY PFC IN WRITING WITHIN
THIRTY (30) DAYS THAT IT DISPUTES PFC'S ASSERTION (A "NOTICE OF OBJECTION"). IF
BUYER ISSUES A NOTICE OF OBJECTION, PFC AND BUYER WILL ATTEMPT TO RESOLVE THE
DISPUTE. IF THEY CANNOT RESOLVE THE DISPUTE WITHIN NINETY (90) DAYS FROM BUYER'S
NOTICE OF OBJECTION, BUYER MAY ELECT TO INITIATE DISPUTE RESOLUTION IN
ACCORDANCE WITH SECTION 11.1. IF BUYER FAILS TO NOTIFY PFC WITHIN THIRTY (30)
DAYS AFTER PFC PROVIDES THE NOTICE OF COMPLETION OR FAILS TO INITIATE
SECTION 11.1 PROCEEDINGS WITHIN NINETY (90) DAYS OF BUYER'S NOTICE OF OBJECTION,
PFC SHALL BE RELEASED FROM ANY LIABILITY TO BUYER WITH RESPECT TO SUCH PFC
RETAINED ENVIRONMENTAL MATTER OR SUCH ENVIRONMENTAL DEFECT, WHETHER FOR SITE
REMEDIATION, TREATMENT,