BUYER THAT IT WILL REPURCHASE THE PROPERTY THAT IS THE
SUBJECT OF THE DISPUTE (A "REPURCHASE PROPERTY"), OR
(B)
INITIATE DISPUTE RESOLUTION PROCEDURES UNDER SECTION 11.1.
(2)
IF PFC ELECTS TO EXERCISE ITS REPURCHASE OPTION UNDER CLAUSE
(G)(1)(A), ABOVE, PFC SHALL NOTIFY BUYER IN WRITING NO LATER THAN 60 DAYS AFTER
PFC'S RECEIPT OF BUYER'S TITLE DEFECT NOTICE WITH RESPECT TO SUCH REPURCHASE
PROPERTY (A "REPURCHASE NOTICE"). AT A TIME MUTUALLY AGREED BY PFC AND BUYER,
BUT NO LATER THAN 15 BUSINESS DAYS AFTER BUYER'S RECEIPT OF THE REPURCHASE
NOTICE, BUYER WILL RECONVEY THE REPURCHASE PROPERTY BY APPROPRIATE INSTRUMENT,
FREE OF ANY LIENS CREATED BY OR THROUGH BUYER BETWEEN THE CLOSING DATE AND THE
DATE OF RECONVEYANCE. IN EXCHANGE FOR THE REPURCHASE PROPERTY, PFC SHALL PAY
BUYER THE ALLOCATED VALUE OF THE REPURCHASE PROPERTY AS SET FORTH ON BUYER
SCHEDULE 8.1(F)(3).
(3)
IF PFC DOES NOT ELECT TO ISSUE A REPURCHASE NOTICE, AS PERMITTED
BY CLAUSE G(2), PFC MAY ELECT TO INITIATE DISPUTE RESOLUTION PROCEDURES UNDER
SECTION 11.1. IN ANY SUCH PROCEEDING UNDER SECTION 11.1, THE PROVISIONS OF
SECTION 11.1 SHALL BE APPLICABLE, PROVIDED THAT THE TITLE DEFECT AMOUNTS WITH
RESPECT TO THE TITLE DEFECTS OF THE TYPE DESCRIBED IN SECTIONS 8.1(F)(3)(A),
(B), (C) AND (D), SHALL BE CALCULATED AS PROVIDED THEREIN.
8.2
ENVIRONMENTAL INVESTIGATION.
Buyer and its representatives may, at Buyer's expense, conduct environmental
investigations of the Properties, provided neither Buyer nor its representatives
materially interfere with the use and enjoyment of the Properties by PFC. Such
investigations shall be during normal business hours and in a manner so as not
to interfere in any material respect with the normal operations of the Business.
PFC shall allow the Buyer and its representatives full and complete access
during normal business hours and upon reasonable notice to books, records,
documents, and facilities of PFC, Related Affiliates, the Company and the
Subsidiaries for the purpose of conducting environmental investigations. Except
as contemplated by Buyer Schedule 7.19, Buyer shall not conduct environmental
testing on the Property without the express permission from PFC, which consent
shall not be unreasonably withheld, conditional or delayed. Buyer's
environmental investigations shall be complete on or before August 15, 2006.
8.3
CURE OF CERTAIN TITLE DEFECTS POST-CLOSING.
(A)
ANY TITLE DEFECT IDENTIFIED BY BUYER PRIOR TO CLOSING THAT REMAINS
UNCURED AT CLOSING, AND ANY TITLE DEFECT IDENTIFIED BY BUYER AFTER CLOSING WILL
BE REFERRED TO HEREIN AS A "POST-CLOSING DEFECT."
59
(B)
BUYER AND THE COMPANY WILL ACT IN GOOD FAITH AND REASONABLY
COOPERATE WITH PFC AFTER THE CLOSING FOR PFC TO CURE POST-CLOSING DEFECTS. IF,
AT THE END OF THE 30-DAY PERIOD COMMENCING ON THE FINAL SETTLEMENT DATE (THE
"CURE PERIOD"), PFC HAS BEEN UNABLE TO CURE A POST-CLOSING DEFECT (AND THERE IS
NO DISPUTE AS TO WHETHER OR NOT IT HAS BEEN CURED), PFC WILL PAY BUYER, WITHIN
10 BUSINESS DAYS, THE TITLE DEFECT AMOUNT WITH RESPECT TO SUCH POST-CLOSING
DEFECT PLUS INTEREST PAYABLE THEREON ACCRUING AT THE PRIME RATE FROM THE CLOSING
DATE TO THE