NOTICE"). IF WITHIN 30
DAYS FOLLOWING DELIVERY OF THE FINAL
5
SETTLEMENT STATEMENT TO BUYER, BUYER HAS NOT DELIVERED TO PFC A FINAL OBJECTION
NOTICE, THEN THE FINAL SETTLEMENT STATEMENT SHALL BE DEEMED FINAL AND CONCLUSIVE
AS TO ALL ITEMS AND SUCH ITEMS SHALL THEREAFTER NOT BE SUBJECT TO ANY APPEAL OR
FURTHER CHALLENGE HEREUNDER OR OTHERWISE. PFC AND BUYER SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO RESOLVE ANY ITEM DISPUTED IN THE FINAL OBJECTION NOTICE
FOR A PERIOD OF TIME NOT TO EXCEED 30 DAYS FROM THE DATE OF FINAL OBJECTION
NOTICE (THE "FINAL SETTLEMENT DATE").
(C)
PFC SHALL AFFORD BUYER AND ITS REPRESENTATIVES THE OPPORTUNITY TO
REVIEW THE FINAL SETTLEMENT STATEMENT AND SUCH SUPPORTING SCHEDULES, ANALYSES,
WORKPAPERS, AND OTHER UNDERLYING RECORDS OR DOCUMENTATION AS ARE REASONABLY
NECESSARY AND APPROPRIATE IN BUYER'S REVIEW OF THE FINAL SETTLEMENT STATEMENT.
EACH PARTY SHALL COOPERATE FULLY AND PROMPTLY WITH THE OTHER AND THEIR
RESPECTIVE REPRESENTATIVES IN SUCH EXAMINATION WITH RESPECT TO ALL REASONABLE
REQUESTS RELATED THERETO.
(D)
IF BUYER AND PFC RESOLVE A DISPUTED ITEM IN AN AMOUNT DIFFERENT
THAN PRESENTED IN THE FINAL SETTLEMENT STATEMENT, THE FINAL SETTLEMENT STATEMENT
WILL BE AMENDED ACCORDINGLY. IF BUYER AND PFC ARE NOT ABLE TO RESOLVE THE
DISPUTED PORTION REGARDING AN ITEM TO WHICH BUYER OBJECTED, THE FINAL SETTLEMENT
STATEMENT WILL BE AMENDED TO DELETE SUCH DISPUTED PORTION FROM THE FINAL
SETTLEMENT STATEMENT, AND TO NOTE THAT THE ITEM IS DISPUTED AND IS TO BE
RESOLVED PURSUANT TO THIS SECTION 1.6. WITHIN 5 BUSINESS DAYS FROM THE FINAL
SETTLEMENT DATE, THE PARTY ENTITLED TO A PAYMENT AS REFLECTED IN THE FINAL
SETTLEMENT STATEMENT AS SO AMENDED, IF AMENDED, SHALL PAY SUCH AMOUNT BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS.
(E)
IF PFC AND BUYER ARE UNABLE TO AGREE UPON AN ITEM IN THE FINAL
SETTLEMENT STATEMENT BY THE FINAL SETTLEMENT DATE, PFC AND BUYER WILL REFER ALL
SUCH DISPUTED ITEMS TO ERNST & YOUNG LLP (OR, IF SUCH FIRM IS UNABLE OR
UNWILLING TO ACT, SUCH OTHER NATIONALLY RECOGNIZED INDEPENDENT PUBLIC ACCOUNTING
FIRM AS SHALL BE AGREED UPON BY BUYER AND PFC IN WRITING) (THE "REFERRAL FIRM").
IF ANY DISPUTED ITEM IS SUBMITTED TO THE REFERRAL FIRM FOR RESOLUTION, PFC AND
BUYER EACH SHALL PROMPTLY ENTER INTO A REASONABLE AND CUSTOMARY ENGAGEMENT
LETTER WITH THE REFERRAL FIRM AT THE TIME A DISPUTE IS FIRST SUBMITTED. THE
REFERRAL FIRM WILL BE DIRECTED TO REVIEW THE FINAL SETTLEMENT STATEMENT AND THE
RECORDS RELATING THERETO ONLY WITH RESPECT TO ITEMS IDENTIFIED IN BUYER'S FINAL
OBJECTION NOTICE THAT REMAIN DISPUTED IMMEDIATELY FOLLOWING THE FINAL SETTLEMENT
DATE, AND DETERMINE THE FINAL ADJUSTMENTS, OTHER THAN ADJUSTMENTS WITH RESPECT
TO OUTSTANDING AND UNRESOLVED TITLE DEFECTS (WHICH ARE TO BE DETERMINED
ACCORDING TO THE PROCEDURES SET FORTH IN ARTICLE VIII AND SECTION 11.1). EACH
PARTY SHALL FURNISH THE REFERRAL FIRM SUCH WORK PAPERS AND OTHER RECORDS AND
INFORMATION RELATING TO THE OBJECTIONS IN DISPUTE AS THE REFERRAL FIRM MAY
REASONABLY REQUEST AND THAT ARE AVAILABLE TO SUCH PARTY OR ITS AFFILIATES (AND
SUCH