by
this Agreement and the Escrow Agreement. Any conflict between this Agreement and
the Escrow Agreement, as between Buyer and Pioneer, shall be resolved in
accordance with the terms and provisions of this Agreement.
2.
The Escrow Agreement shall govern any investments and
reinvestments by the Escrow Agent.
3.
With respect to all funds to be remitted to and maintained or
disbursed by Escrow Agent, the Escrow Agent shall provide Pioneer and Buyer with
regular statements as provided in the Escrow Agreement.
All funds deposited in
the Escrow Agreement account and all income
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associated therewith and together with all interest accrued therein shall be
received by Escrow Agent and held in escrow to satisfy the plugging, abandonment
and decommissioning activities.
4.
IN ACCORDANCE WITH THE ABOS, ALL ENVIRONMENTAL LAWS (AS DEFINED
BELOW) AND ALL APPLICABLE AGREEMENTS, BUYER SHALL TIMELY COMMENCE AND DILIGENTLY
PURSUE TO COMPLETION THE PROPER AND PRUDENT PLUGGING, ABANDONMENT AND
DECOMMISSIONING (OR REPLUGGING AND REABANDONMENT) AND/OR REMOVAL OF EACH WELL,
PLATFORM, PILINGS, JACKET, FLOWLINE, PIPELINE, DOCK, COMPRESSOR STATION,
PRODUCTION FACILITY, STRUCTURE, QUARTERS OR OTHER BUILDING, EQUIPMENT OR
FACILITY ON OR UNDER OR COMPRISING THE ASSETS OR ASSOCIATED THEREWITH WHEN
REQUIRED BY SUCH ENVIRONMENTAL LAWS, LEASE TERMS OR THE TERMS OF ANY APPLICABLE
AGREEMENT. FOR PURPOSES OF THIS AGREEMENT AND THE ESCROW AGREEMENT, THE
FOREGOING ARE THE "PLUGGING AND ABANDONMENT OPERATIONS." THE PREMISES AND
SURFACE AREA SURROUNDING OR UNDER EACH SUCH WELL, PLATFORM, PILINGS, JACKET,
FLOWLINE, PIPELINE, DOCK, COMPRESSOR STATION, PRODUCTION FACILITY, STRUCTURE,
QUARTERS OR OTHER BUILDING, EQUIPMENT OR FACILITY, SHALL ALSO BE RESTORED,
CLEARED, REMEDIATED AND RECLAMATED BY BUYER AS PART OF THE PLUGGING AND
ABANDONMENT OPERATIONS PURSUANT TO ALL ENVIRONMENTAL LAWS AS WELL AS PURSUANT TO
LEASE TERMS OR THE TERMS OF ANY APPLICABLE AGREEMENT, INCLUDING BUT NOT LIMITED
TO, REMOVAL OF WELLHEADS, PLATFORMS, TANK BATTERIES, COMPRESSOR STATION,
FACILITIES, STRUCTURES, PRODUCTION FACILITIES, PIPELINES, AND FLOWLINES.
"ENVIRONMENTAL LAWS" MEANS ALL APPLICABLE LOCAL, STATE, AND FEDERAL LAWS, RULES,
REGULATIONS, AND ORDERS REGULATING OR OTHERWISE PERTAINING TO:
(I) THE USE,
GENERATION, MIGRATION, STORAGE, REMOVAL, TREATMENT, REMEDY, DISCHARGE, RELEASE,
TRANSPORTATION, DISPOSAL, OR CLEANUP OF POLLUTANTS, CONTAMINATION, HAZARDOUS
WASTES, HAZARDOUS SUBSTANCES, HAZARDOUS MATERIALS, TOXIC SUBSTANCES OR TOXIC
POLLUTANTS; (II) SURFACE WATERS, GROUND WATERS, AMBIENT AIR AND ANY OTHER
ENVIRONMENTAL MEDIUM ON OR OFF ANY LEASE; (III) THE ENVIRONMENT OR HEALTH AND
SAFETY-RELATED MATTERS; (IV) THE PREVENTION OF POLLUTION OR ENVIRONMENTAL
DAMAGES, (V) THE ABATEMENT, REMEDIATION OR ELIMINATION OF POLLUTION OR
ENVIRONMENTAL DAMAGE, (VI) THE PROTECTION OF THE ENVIRONMENT GENERALLY, AND/OR
(VII) THE PROTECTION OF PERSONS OR PROPERTY FROM ACTUAL OR POTENTIAL EXPOSURE
(OR THE EFFECTS OF EXPOSURE) TO POLLUTION OR ENVIRONMENTAL DAMAGE, OR
(VIII) PLATFORM, WELL, EQUIPMENT, FACILITY OR PIPELINE REMOVAL, ABANDONMENT,
DECOMMISSIONING OR PLUGGING, INCLUDING WITHOUT LIMITATION THE FOLLOWING AS FROM
TIME TO TIME AMENDED AND ALL OTHERS WHETHER SIMILAR OR DISSIMILAR: THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT OF 1980,
AS AMENDED BY THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, THE
RESOURCE CONSERVATION AND
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RECOVERY ACT OF 1976, AS AMENDED BY THE USED OIL