Common use of SUMF CHARGES WITH REFERENCE TO COST Clause in Contracts

SUMF CHARGES WITH REFERENCE TO COST. 6.1 Where SUMF Charges are to be determined wholly or partly by reference to cost the following shall apply: (A) Except as otherwise provided in this Article 6 or in Schedule 2, the Purchaser shall pay: (i) its share of Variable Costs for each SUMF Item based on the Purchaser’s actual consumption of such SUMF Item; (ii) its share of Direct Site Costs for each SUMF Item based on the fraction equal to the Purchaser’s Firm Capacity Reservation of such SUMF. Item compared to the total site capacity of such SUMF Item or any other allocation key specified in Schedule 6; (iii) its share of Overheads for each SUMF Item without duplication of Direct Site Costs based on the fraction equal to the Purchaser’s Firm Capacity Reservation of such SUMF Item compared to the total site capacity of such SUMF Item or any other allocation key specified in Schedule 6; and (iv) the infrastructure charge specified in Schedule 2. 10 Berre SUMF Agreement (Kraton) (B) For the avoidance of doubt, wherever and to the extent the Supplier enjoys a pension fund contribution holiday, the Purchaser will share in the benefit of such holiday only until the date when the Supplier resumes contributions to the pension fund at which point the pension fund contributions for the relevant employees shall be included in the Direct Site Costs. (C) Costs will be ascertained and charged pursuant to the Supplier’s cost accounting practices which the Supplier represents are used for, or are directly reconcilable with, its Financial Reporting Accounts. A summary of the Supplier’s current accounting practices for its Financial Reporting Accounts is attached hereto in Schedule 3. The Supplier may modify its cost accounting practices for its Financial Reporting Accounts from time to time in the normal course of business in conformity with generally accepted accounting principles. (D) The Purchaser shall not be responsible for any termination costs resulting from the Supplier’s fixed cost reduction efforts in response to a reduction or termination of demand by any User other than the Purchaser except to the extent that the Purchaser benefits from the reduction efforts, in which case the Purchaser shall bear its proportionate share of the costs up to but not in excess of the benefit derived. Conversely, the Purchaser shall pay the reasonable costs, including personnel termination costs (including those actuarially determined) determined in accordance with Article 10.8, which result from the Supplier’s fixed cost reduction efforts in response to a permanent or long-term reduction by the Purchaser of a Sole Supplier SUMF Item or a Long Term SUMF Item. (E) The Purchaser shall bear the costs of any redundancy programme in accordance with Articles 10.7 and 10.8 below required as a result of any productivity improvement to a particular SUMF Item in proportion to the reduction of the relevant SUMF Charges to the Purchaser before and after the productivity improvement as compared to the reduction of SUMF Charges to all other Users before and after the productivity improvement. (F) If under applicable tax or other laws, the Supplier must charge a xxxx-up or profit factor with respect to any SUMF Charge, or, alternatively, if a profit factor is imputed under applicable tax or other laws, the Parties shall, in good faith and with the view to minimising the financial impact of such xxxx-up or profit factor on the Purchaser, discuss and agree to such revision to the SUMF Charge as will ensure compliance with the relevant tax or other laws. Any failure by the Parties to reach agreement on the revision to be made shall constitute a Dispute. (G) Unless the Parties agree otherwise in Schedule 1, the Parties shall keep accurate books and records of their activities relevant to this Agreement, for at least two (2) years after the calendar year in question or such longer period as may be required by law. 11 Berre SUMF Agreement (Kraton) (H) To verify the correctness of all invoices issued and payments made hereunder for the current calendar year and for any of the two (2) preceding years and/or to verify the implementation of the Supplier’s curtailment procedures, and/or to verify the other Party’s meter readings a Party, upon at least sixty (60) days prior written notice and at reasonable times and intervals but not more than once in any calendar year, may require that, at the requesting Party’s cost, an independent public auditor, being a firm of international repute, performs an audit for such purposes. Any such audit shall be pursued diligently and completed no later than ninety (90) days after its commencement. The Parties shall provide such auditors with the necessary data and explanations reasonably necessary for the calculation of the SUMF Charges and the basis therefor. The requesting Party undertakes to procure that such auditors are bound by obligations of confidentiality at least as strict as those set out in Article 12. Any report produced by such auditors shall be provided to both the Purchaser and the Supplier and shall state the results of the aforementioned verifications. If such report reveals that errors have been made and that a Party was overcharged or undercharged by an amount equal to or greater than USD20,000 or its equivalent in local currency, the report shall state the nature, amount and consequences of such error(s) together with such additional information as is reasonably necessary to explain the genesis of those errors and to enable the Parties to avoid recurrence thereof. Any refund of an overpayment or payment of an additional sum shall be made within 28 days following the provision by the auditors of their report and shall include interest at the Interest Rate for the time period commencing when the overpayment was made or the underpayment amount would otherwise have been due and ending on the date of any refund or additional payment in consequence of the audit. In the event of an overcharge equal to or greater than USD20,000 or its equivalent in local currency the Supplier will reimburse the Purchaser, if the Purchaser is the requesting Party, for the audit costs. In the event of an undercharge equal to or greater than USD20,000 or its equivalent in local currency and such an undercharge being attributable to an error or errors relating to metering equipment owned by the Purchaser, the Purchaser shall reimburse the Supplier, if the Supplier is the requesting Party, for the audit costs. Failure to make any requisite payment relating to an overcharge or undercharge within the 28 days period shall constitute a Dispute for resolution in accordance with Article 19. (I) At the Purchaser’s request the Supplier shall at the Purchaser’s cost furnish to the Purchaser a certificate by the Supplier’s statutory independent external auditors, unless agreed otherwise between the parties. This certificate shall certify that the same principles for allocation have been applied by the Supplier in respect of SUMF charges upon all Users and that the amounts charged are in accordance with this Agreement. Such certificate shall be conclusive as to the amounts certified. If the certificate demonstrates that amounts charged have not been properly charged in accordance with this Agreement such that a substantial deviation has occurred, then the Supplier shall bear the cost of the issue of the certificate. Any request for verification of payments made under this Agreement shall be made not later than 12 months from the end of the calendar year in which such payments fell due. (J) The Supplier shall inform the Purchaser on a timely basis before the Supplier makes any material change in an allocation key or allocates to Purchaser any SUMF Charge that includes a specific charge for corporate services included in an Overhead cost and shall include in such information such detail as is reasonably required to communicate the nature of the services provided and the cost being charged to the Purchaser for such service.

SUMF CHARGES WITH REFERENCE TO COST. 6.1 Where SUMF Charges are to be determined wholly or partly by reference to cost the following shall apply: (A) Except as otherwise provided in this Article 6 or in Schedule 2, the Purchaser shall pay: (i) its share of Variable Costs for each SUMF Item based on the Purchaser’s actual consumption of such SUMF Item; (ii) its share of Direct Site Costs for each SUMF Item based on the fraction equal to the Purchaser’s Firm Capacity Reservation of such SUMF. SUMF Item compared to the total site capacity of such SUMF Item or any other allocation key specified in Schedule 6; (iii) its share of Overheads for each SUMF Item without duplication of Direct Site Costs based on the fraction equal to the Purchaser’s Firm Capacity Reservation of such SUMF Item compared to the total site capacity of such SUMF Item or any other allocation key specified in Schedule 6; and (iv) the infrastructure charge specified in Schedule 2. 10 Berre SUMF Agreement (Kraton). (B) For the avoidance of doubt, wherever and to the extent the Supplier enjoys a pension fund contribution holiday, the Purchaser will share in the benefit of such holiday only until the date when the Supplier resumes contributions to the pension fund at which point the pension fund contributions for the relevant employees shall be included in the Direct Site Costs. (C) Costs will be ascertained and charged pursuant to the Supplier’s cost accounting practices which the Supplier represents are used for, or are directly reconcilable with, its Financial Reporting Accounts. A summary of the Supplier’s current accounting practices for its Financial Reporting Accounts is attached hereto in Schedule 3. The Supplier may modify its cost accounting practices for its Financial Reporting Accounts from time to time in the normal course of business in conformity with generally accepted accounting principles. (D) The Purchaser shall not be responsible for any termination costs resulting from the Supplier’s fixed cost reduction efforts in response to a reduction or termination of demand by any User other than the Purchaser except to the extent that the Purchaser benefits from the reduction efforts, in which case the Purchaser shall bear its proportionate share of the costs up to but not in excess of the benefit derived. Conversely, the Purchaser shall pay the reasonable costs, including personnel termination costs (including those actuarially determined) determined in accordance with Article 10.8, which result from the Supplier’s fixed cost reduction efforts in response to a permanent or long-term reduction by the Purchaser of a Sole Supplier SUMF Item or a Long Term SUMF Item.. Pernis SUMF Agreement (Kraton/SNR) 11 (E) The Purchaser shall bear the costs of any redundancy programme in accordance with Articles 10.7 and 10.8 below required as a result of any productivity improvement to a particular SUMF Item in proportion to the reduction of the relevant SUMF Charges to the Purchaser before and after the productivity improvement as compared to the reduction of SUMF Charges to all other Users before and after the productivity improvement. (F) If under applicable tax or other laws, the Supplier must charge a xxxx-up or profit factor with respect to any SUMF Charge, or, alternatively, if a profit factor is imputed under applicable tax or other laws, the Parties shall, in good faith and with the view to minimising the financial impact of such xxxx-up or profit factor on the Purchaser, discuss and agree to such revision to the SUMF Charge as will ensure compliance with the relevant tax or other laws. Any failure by the Parties to reach agreement on the revision to be made shall constitute a Dispute. (G) Unless the Parties agree otherwise in Schedule 1, the Parties shall keep accurate books and records of their activities relevant to this Agreement, for at least two (2) years after the calendar year in question or such longer period as may be required by law. 11 Berre SUMF Agreement (Kraton) (H) To verify the correctness of all invoices issued and payments made hereunder for the current calendar year and for any of the two (2) preceding years and/or to verify the implementation of the Supplier’s curtailment procedures, and/or to verify the other Party’s meter readings a Party, upon at least sixty (60) days prior written notice and at reasonable times and intervals but not more than once in any calendar year, may require that, at the requesting Party’s cost, an independent public auditor, being a firm of international repute, performs an audit for such purposes. Any such audit shall be pursued diligently and completed no later than ninety (90) days after its commencement. The Parties shall provide such auditors with the necessary data and explanations reasonably necessary for the calculation of the SUMF Charges and the basis therefor. The requesting Party undertakes to procure that such auditors are bound by obligations of confidentiality at least as strict as those set out in Article 12. Any report produced by such auditors shall be provided to both the Purchaser and the Supplier and shall state the results of the aforementioned verifications. If such report reveals that errors have been made and that a Party was overcharged or undercharged by an amount equal to or greater than USD20,000 or its equivalent in local currency, the report shall state the nature, amount and consequences of such error(s) together with such additional information as is reasonably necessary to explain the genesis of those errors and to enable the Parties to avoid recurrence thereof. Any refund of an overpayment or payment of an additional sum shall be made within 28 days following the provision by the auditors of their report and shall include interest at the Interest Rate for the time period commencing when the overpayment was made or the underpayment amount would otherwise have been due and ending on the date of any refund or additional payment in consequence of the audit. In the event of an overcharge equal to or greater than USD20,000 or its equivalent in local currency the Supplier will reimburse the Purchaser, if the Purchaser is the requesting Party, for the audit costs. In the event of an undercharge equal to or greater than USD20,000 or its equivalent in local currency and such an undercharge being attributable to an error or errors relating to metering equipment owned by the Purchaser, the Purchaser shall reimburse the Supplier, if the Supplier is the requesting Party, for the audit costs. Failure to make any requisite payment relating to an overcharge or undercharge within the 28 days period shall constitute a Dispute for resolution in accordance with Article 19. (I) At the Purchaser’s request the Supplier shall at the Purchaser’s cost furnish to the Purchaser a certificate by the Supplier’s statutory independent external auditors, unless agreed otherwise between the parties. This certificate shall certify that the same principles for allocation have been applied by the Supplier in respect of SUMF charges upon all Users and that the amounts charged are in accordance with this Agreement. Such certificate shall be conclusive as to the amounts certified. If the certificate demonstrates that amounts charged have not been properly charged in accordance with this Agreement such that a substantial deviation has occurred, then the Supplier shall bear the cost of the issue of the certificate. Any request for verification of payments made under this Agreement shall be made not later than 12 months from the end of the calendar year in which such payments fell due. (J) The Supplier shall inform the Purchaser on a timely basis before the Supplier makes any material change in an allocation key or allocates to Purchaser any SUMF Charge that includes a specific charge for corporate services included in an Overhead cost and shall include in such information such detail as is reasonably required to communicate the nature of the services provided and the cost being charged to the Purchaser for such service.

SUMF CHARGES WITH REFERENCE TO COST. 6.1 Where Charges for SUMF Charges Items are to be determined wholly or partly by reference to cost the following shall apply: (Aa) Except as otherwise provided in this Article 6 or in Schedule 2the Schedules, the Purchaser shall pay: (i) its share of Variable Costs for each SUMF Item based on the Purchaser’s actual consumption of such SUMF Item; (ii) its share of Direct Site Fixed Operating Costs for each SUMF Item based on the fraction equal to the Purchaser’s Firm Capacity Reservation of such SUMF. Item compared to the total site capacity of such SUMF Item or any other allocation key specified in Schedule 6; (iii) its share of Overheads for each SUMF Item without duplication of Direct Site Costs based on the fraction equal to the Purchaser’s Firm Capacity Reservation of such SUMF Item compared to the total site capacity Total Firm Capacity of such SUMF Item or any other allocation key specified as set forth in Schedule 63.4; and (iviii) the infrastructure charge Infrastructure Charge specified in Schedule 2Schedules 3.1 and 3.2. 10 Berre and when applicable the capital charge, depreciation charge and capital improvements charges specified in Article 13. (b) [intentionally omitted] (c) For purposes of the foregoing computation, (A) Fixed Operating Costs shall exclude costs incurred in connection with Planned Shutdowns for turnarounds on SUMF Assets, and Maintenance Capital on SUMF Assets, costs for usage in excess of Firm Capacity Reservations (i.e., Exceedance Costs) and fines and remediation costs permitted to be charged to the Purchaser as part of Fixed Operating Costs pursuant to this Agreement (Kraton) (B) For the avoidance amount comprising the Purchaser's share of doubt, wherever and Fixed Operating Costs for any SUMF Item in a prior year shall be normalized to the extent the Supplier enjoys Purchaser's Firm Capacity Reservation for such SUMF Item in such year (i) differs from its Firm Capacity Reservation for such SUMF Item in the current year and (ii) differs as a pension fund contribution holidayresult of additional SUMF Item or type of SUMF being supplied. The term "Cost Index" means, as to 50% of such index, the Purchaser will share average of the wages in the benefit chemical process industry for a calendar year and, as to the remaining 50% of such holiday only until index, the date when average of the Supplier resumes contributions to the pension fund at which point the pension fund contributions for the relevant employees shall be included materials costs in the Direct Site Costschemical process industry for a calendar year, in each case as reported by the Chemical Engineering Magazine under its Chemical Engineering Plant Cost Index for Construction Labor or its Chemical Engineering Plant Cost Index for pipe valves and fittings, whichever index is applicable or, if that publication is no longer issued, by another publication agreed upon by the parties. (Cd) The Monitoring Committee will complete a semi-annual review (May and November) of all maintenance expenses on SUMF Assets in excess of $100,000 to determine if changes to the application of Maintenance Capital are required. The Monitoring Committee will update local protocol if necessary and can jointly agree to discontinue these reviews. 6.2 Costs will be ascertained and charged pursuant to the Supplier’s cost accounting practices which the Supplier represents are used for, or are directly reconcilable with, its Financial Reporting Accounts. A summary of the Supplier’s current accounting practices for its Financial Reporting Accounts is attached hereto in Schedule 3. The Supplier may modify its cost accounting practices for its Financial Reporting Accounts from time to time in the normal course of business in conformity with generally accepted accounting principles. principles but in all events, after the Supplier has permitted the Purchaser to review, and has consulted with the Purchaser, as to such modification. Notwithstanding the foregoing, the Seller shall not make any such modification unless (Di) it is for a legitimate business purpose not designed solely to increase SUMF Charges to the Purchaser or to Users generally and (ii) it does not have a discriminatory economic effect on the Purchaser relative to other Users except as may be permitted in this Agreement or as may be implemented to correct errors. The cost of any component of SUMF Items procured by Supplier through a Third-Party shall be passed through to Purchaser at Supplier’s cost plus an allocation and charge for any applicable Overheads. The Parties expressly acknowledge that any dispute pursuant to this Article 6.2 is subject to the provisions of Article 19. The Purchaser shall not be responsible for any termination costs resulting from the Supplier’s fixed cost reduction efforts in response to a reduction or termination of demand by any User other than the Purchaser except to the extent that the Purchaser benefits from the reduction efforts, in which case the Purchaser shall bear its proportionate share of the costs cost (calculated using the proportion of financial participation in the benefit) up to but not in excess of the benefit derived, but less any amount of such termination costs covered by the User whose reduction or termination gave rise to the cost reduction efforts, to the extent such amount exceeds such User’s proportionate share. Conversely, the The Purchaser shall pay the reasonable costs, including personnel termination costs (including those actuarially determined) determined in accordance with Article 10.8), which result resulting from the Supplier’s fixed cost reduction efforts in response to a permanent or long-term reduction or termination of demand by the Purchaser of a Sole Supplier SUMF Item or a Long Term SUMF Itempursuant to this Agreement. (E) 6.3 The Purchaser shall bear the costs of any redundancy programme in accordance with Articles 10.7 and 10.8 below program required as a result of any manpower productivity improvement improvements to a particular SUMF Item in proportion to the reduction of the relevant SUMF Charges to the Purchaser before and after the productivity improvement as compared to the such reduction of SUMF Charges to all other Users before up to, but not in excess of, such reduction in SUMF Charges. Notwithstanding anything contained in this Agreement to the contrary, (i) the Purchaser shall not be responsible for any costs of termination by the Supplier of an employee unless such termination occurs within 180 days from the date of reduction or termination by the Purchaser of a Long Term SUMF Item, (ii) the Purchaser shall only be responsible for (A) termination costs paid to such a terminated employee in accordance with the Supplier's policies in effect on the date of such reduction or termination and after (B) salaries and benefits which are provided to such a terminated employee pursuant to the productivity improvementSupplier's policies in effect on the date of such reduction or termination for up to sixty (60) days following such date and (iii) an employee who is transferred by the Supplier to an Affiliate as a result of any such termination or reduction shall not be considered a terminated employee for purposes of Article 6.2 or this Article 6.3 unless such transfer results in severance costs. (F) If under applicable tax or other laws, the Supplier must charge a xxxx-up or profit factor with respect to any SUMF Charge, or, alternatively, if a profit factor is imputed under applicable tax or other laws, the Parties shall, in good faith and with the view to minimising the financial impact of such xxxx-up or profit factor on the Purchaser, discuss and agree to such revision to the SUMF Charge as will ensure compliance with the relevant tax or other laws. Any failure by the Parties to reach agreement on the revision to be made shall constitute a Dispute. (G) 6.4 Unless the Parties agree otherwise in Schedule 1Exhibit A, the Parties shall keep accurate books and records of their activities relevant to this Agreement, for at least two three (23) years after the calendar year in question or such longer period as may be required by law. 11 Berre SUMF Agreement (Kraton) (H) To verify the correctness of all invoices issued and payments made hereunder for the current calendar year and for any of the two (2) preceding years and/or to verify the implementation of the Supplier’s curtailment procedures, and/or to verify the other Party’s meter readings a Party, upon at least sixty (60) days prior written notice and at reasonable times and intervals but not more than once in any calendar year, may require that, at the requesting Party’s cost, an independent public auditor, being a firm of international repute, performs an audit for such purposes. Any such audit shall be pursued diligently and completed no later than ninety (90) days after its commencement. The Parties shall provide such auditors with the necessary data and explanations reasonably necessary for the calculation of the SUMF Charges and the basis therefor. The requesting Party undertakes to procure that such auditors are bound by obligations of confidentiality at least as strict as those set out in Article 12. Any report produced by such auditors shall be provided to both the Purchaser and the Supplier and shall state the results of the aforementioned verifications. If such report reveals that errors have been made and that a Party was overcharged or undercharged by an amount equal to or greater than USD20,000 or its equivalent in local currency, the report shall state the nature, amount and consequences of such error(s) together with such additional information as is reasonably necessary to explain the genesis of those errors and to enable the Parties to avoid recurrence thereof. Any refund of an overpayment or payment of an additional sum shall be made within 28 days following the provision by the auditors of their report and shall include interest at the Interest Rate for the time period commencing when the overpayment was made or the underpayment amount would otherwise have been due and ending on the date of any refund or additional payment in consequence of the audit. In the event of an overcharge equal to or greater than USD20,000 or its equivalent in local currency the Supplier will reimburse the Purchaser, if the Purchaser is the requesting Party, for the audit costs. In the event of an undercharge equal to or greater than USD20,000 or its equivalent in local currency and such an undercharge being attributable to an error or errors relating to metering equipment owned by the Purchaser, the Purchaser shall reimburse the Supplier, if the Supplier is the requesting Party, for the audit costs. Failure to make any requisite payment relating to an overcharge or undercharge within the 28 days period shall constitute a Dispute for resolution in accordance with Article 19. (I) At the Purchaser’s request the Supplier shall at the Purchaser’s cost furnish to the Purchaser a certificate by the Supplier’s statutory independent external auditors, unless agreed otherwise between the parties. This certificate shall certify that the same principles for allocation have been applied by the Supplier in respect of SUMF charges upon all Users and that the amounts charged are in accordance with this Agreement. Such certificate shall be conclusive as to the amounts certified. If the certificate demonstrates that amounts charged have not been properly charged in accordance with this Agreement such that a substantial deviation has occurred, then the Supplier shall bear the cost of the issue of the certificate. Any request for verification of payments made under this Agreement shall be made not later than 12 months from the end of the calendar year in which such payments fell due. (J) The Supplier shall inform the Purchaser on a timely basis before the Supplier makes any material change in an allocation key or allocates to Purchaser any SUMF Charge that includes a specific charge for corporate services included in an Overhead cost and shall include in such information such detail as is reasonably required to communicate the nature of the services provided and the cost being charged to the Purchaser for such service.

SUMF CHARGES WITH REFERENCE TO COST. 6.1 Where Charges for SUMF Charges Items are to be determined wholly or partly by reference to cost the following shall apply: (Aa) Except as otherwise provided in this Article 6 or in Schedule 2the Schedules, the Purchaser shall pay: (i) its share of Variable Costs for each SUMF Item based on the Purchaser’s actual 's consumption of such SUMF Item; (ii) its share of Direct Site Fixed Operating Costs for each SUMF Item based on the fraction equal to the Purchaser’s Firm Capacity Reservation of such SUMF. Item compared to the total site capacity of such SUMF Item or any other allocation key specified in Schedule 6; (iii) its share of Overheads for each SUMF Item without duplication of Direct Site Costs based on the fraction equal to the Purchaser’s 's Firm Capacity Reservation of such SUMF Item compared to the total site capacity Total Firm Capacity of such SUMF Item or any other allocation key specified as set forth in Schedule 63.4; and (iviii) the infrastructure charge Infrastructure Charge specified in Schedule 2. 10 Berre SCHEDULES 3.1 and (b) Not withstanding the provisions of Section 6.1(a)(ii) to the contrary: (i) the amount of the Purchaser's share of Fixed Operating Costs for all Long Term and Sole Supplier SUMF Items for calendar year 2001 shall not be increased or decreased from the amount of Purchaser's share of such Fixed Operating Costs for calendar year 2000 (determined on an annualized basis) by an amount exceeding the product of (x) the total amount of such Fixed Operating Costs payable by the Purchaser under this Agreement for calendar year 2000 and (Kratony) 3% plus the percentage increase, if any, in the Cost Index for 2000 over the Cost Index for 1999; and (ii) the amount of the Purchaser's share of Fixed Operating Costs for all Long Term and Sole Supplier SUMF Items for each of the next four calendar years (2002 through 2005) shall not be increased or decreased from the amount of Purchaser's share of such Fixed Operating Costs in the immediately preceding calendar year (as limited by the provisions of this Section 6.1 (b)) by an amount exceeding the product of (x) the total amount of such Fixed Operating Costs payable by the Purchaser under this Agreement for the immediately preceding calendar year and (y) 3% plus the percentage increase, if any, in the Cost Index for such immediately preceding calendar year over the Cost Index for the calendar year immediately preceding such immediately preceding calendar year. (c) For purposes of the foregoing computation, (A) Fixed Operating Costs shall exclude costs incurred in connection with turnarounds on SUMF Assets, planned and unplanned major special maintenance on SUMF Assets, costs for usage in excess of Firm Capacity Reservations (i.e., Exceedance Costs) and fines and remediation costs permitted to be charged to the Purchaser as part of Fixed Operating Costs pursuant to this Agreement, (B) For the avoidance amount comprising the Purchaser's share of doubt, wherever and Fixed Operating Costs for any SUMF Item in a prior year shall be normalized to the extent the Supplier enjoys a pension fund contribution holiday, the Purchaser will share in the benefit of such holiday only until the date when the Supplier resumes contributions to the pension fund at which point the pension fund contributions for the relevant employees shall be included in the Direct Site Costs. (C) Costs will be ascertained and charged pursuant to the Supplier’s cost accounting practices which the Supplier represents are used Purchaser's Firm Capacity Reservation for, or are directly reconcilable with, its Financial Reporting Accounts. A summary of the Supplier’s current accounting practices for its Financial Reporting Accounts is attached hereto in Schedule 3. The Supplier may modify its cost accounting practices for its Financial Reporting Accounts from time to time in the normal course of business in conformity with generally accepted accounting principles. (D) The Purchaser shall not be responsible for any termination costs resulting from the Supplier’s fixed cost reduction efforts in response to a reduction or termination of demand by any User other than the Purchaser except to the extent that the Purchaser benefits from the reduction efforts, in which case the Purchaser shall bear its proportionate share of the costs up to but not in excess of the benefit derived. Conversely, the Purchaser shall pay the reasonable costs, including personnel termination costs (including those actuarially determined) determined in accordance with Article 10.8, which result from the Supplier’s fixed cost reduction efforts in response to a permanent or long-term reduction by the Purchaser of a Sole Supplier SUMF Item or a Long Term SUMF Item. (E) The Purchaser shall bear the costs of any redundancy programme in accordance with Articles 10.7 and 10.8 below required as a result of any productivity improvement to a particular SUMF Item in proportion to the reduction of the relevant SUMF Charges to the Purchaser before and after the productivity improvement as compared to the reduction of SUMF Charges to all other Users before and after the productivity improvement. (F) If under applicable tax or other laws, the Supplier must charge a xxxx-up or profit factor with respect to any SUMF Charge, or, alternatively, if a profit factor is imputed under applicable tax or other laws, the Parties shall, in good faith and with the view to minimising the financial impact of such xxxx-up or profit factor on the Purchaser, discuss and agree to such revision to the SUMF Charge as will ensure compliance with the relevant tax or other laws. Any failure by the Parties to reach agreement on the revision to be made shall constitute a Dispute. (G) Unless the Parties agree otherwise in Schedule 1, the Parties shall keep accurate books and records of their activities relevant to this Agreement, for at least two (2) years after the calendar year in question or such longer period as may be required by law. 11 Berre SUMF Agreement (Kraton) (H) To verify the correctness of all invoices issued and payments made hereunder for the current calendar year and for any of the two (2) preceding years and/or to verify the implementation of the Supplier’s curtailment procedures, and/or to verify the other Party’s meter readings a Party, upon at least sixty (60) days prior written notice and at reasonable times and intervals but not more than once in any calendar year, may require that, at the requesting Party’s cost, an independent public auditor, being a firm of international repute, performs an audit for such purposes. Any such audit shall be pursued diligently and completed no later than ninety (90) days after its commencement. The Parties shall provide such auditors with the necessary data and explanations reasonably necessary for the calculation of the SUMF Charges and the basis therefor. The requesting Party undertakes to procure that such auditors are bound by obligations of confidentiality at least as strict as those set out in Article 12. Any report produced by such auditors shall be provided to both the Purchaser and the Supplier and shall state the results of the aforementioned verifications. If such report reveals that errors have been made and that a Party was overcharged or undercharged by an amount equal to or greater than USD20,000 or its equivalent in local currency, the report shall state the nature, amount and consequences of such error(s) together with such additional information as is reasonably necessary to explain the genesis of those errors and to enable the Parties to avoid recurrence thereof. Any refund of an overpayment or payment of an additional sum shall be made within 28 days following the provision by the auditors of their report and shall include interest at the Interest Rate for the time period commencing when the overpayment was made or the underpayment amount would otherwise have been due and ending on the date of any refund or additional payment in consequence of the audit. In the event of an overcharge equal to or greater than USD20,000 or its equivalent in local currency the Supplier will reimburse the Purchaser, if the Purchaser is the requesting Party, for the audit costs. In the event of an undercharge equal to or greater than USD20,000 or its equivalent in local currency and such an undercharge being attributable to an error or errors relating to metering equipment owned by the Purchaser, the Purchaser shall reimburse the Supplier, if the Supplier is the requesting Party, for the audit costs. Failure to make any requisite payment relating to an overcharge or undercharge within the 28 days period shall constitute a Dispute for resolution in accordance with Article 19. (I) At the Purchaser’s request the Supplier shall at the Purchaser’s cost furnish to the Purchaser a certificate by the Supplier’s statutory independent external auditors, unless agreed otherwise between the parties. This certificate shall certify that the same principles for allocation have been applied by the Supplier in respect of SUMF charges upon all Users and that the amounts charged are in accordance with this Agreement. Such certificate shall be conclusive as to the amounts certified. If the certificate demonstrates that amounts charged have not been properly charged in accordance with this Agreement such that a substantial deviation has occurred, then the Supplier shall bear the cost of the issue of the certificate. Any request for verification of payments made under this Agreement shall be made not later than 12 months from the end of the calendar year in which such payments fell due. (J) The Supplier shall inform the Purchaser on a timely basis before the Supplier makes any material change in an allocation key or allocates to Purchaser any SUMF Charge that includes a specific charge for corporate services included in an Overhead cost and shall include in such information such detail as is reasonably required to communicate the nature of the services provided and the cost being charged to the Purchaser for such service.

SUMF CHARGES WITH REFERENCE TO COST. 6.1 Where SUMF Charges are to be determined wholly or partly by reference to cost the following shall apply: (A) Except as otherwise provided in this Article ARTICLE 6 or in Schedule SCHEDULE 2, the Purchaser shall pay: (i) its share of Variable Costs for each SUMF Item based on the Purchaser’s 's actual consumption of such SUMF Item; (ii) its share of Direct Site Costs for each SUMF Item based on the fraction equal to the Purchaser’s 's Firm Capacity Reservation of such SUMF. SUMF Item compared to the total site Site capacity of such SUMF Item or any the other relevant allocation key or keys specified in Schedule SCHEDULE 6; (iii) its share of Overheads for each SUMF Item without duplication of Direct Site Costs based on the fraction equal to the Purchaser’s 's Firm Capacity Reservation of such SUMF Item compared to the total site Site capacity of such SUMF Item or any other allocation key specified in Schedule SCHEDULE 6; and (iv) the infrastructure charge specified in Schedule SCHEDULE 2. 10 Berre SUMF Agreement (Kraton). (B) For the avoidance of doubt, wherever and to the extent the Supplier enjoys a pension fund contribution holiday, the Purchaser will share in the benefit of such holiday only until the date when the Supplier resumes contributions to the pension fund at which point the pension fund contributions for the relevant employees shall be included in the Direct Site Costs. (C) Costs will be ascertained and charged pursuant to the Supplier’s 's cost accounting practices which the Supplier represents are used for, or are directly reconcilable with, its Financial Reporting Accounts. A summary of the Supplier’s 's current accounting practices for its Financial Reporting Accounts is attached hereto in Schedule SCHEDULE 3. The Supplier may modify its cost accounting practices for its Financial Reporting Accounts from time to time in the normal course of business in conformity with generally accepted accounting principles; but in all events, after the Supplier has permitted the Purchaser to review, and has consulted with the Purchaser as to, such modification. Notwithstanding the foregoing, the Supplier shall not make any such modification unless (i) it is for a legitimate business purpose not designed solely to increase SUMF Charges to the Purchaser or to Users generally and (ii) it does not have a discriminatory economic effect on the Purchaser relative to other Users except as may be permitted in this Agreement or as may be implemented to correct errors. The cost of any component of SUMF Items procured by Supplier through a Third Party shall be passed through to Purchaser at Supplier's cost plus an allocation and charge for any applicable Overheads. The Parties expressly acknowledge that any dispute pursuant to this ARTICLE 6.1(C) is subject to the provisions of ARTICLE 19. (D) The Purchaser shall not be responsible for any termination costs resulting from the Supplier’s 's fixed cost reduction efforts in response to a reduction or termination of demand by any User other than the Purchaser except to the extent that the Purchaser benefits from the reduction efforts, in which case the Purchaser shall bear its proportionate share of the costs up to but not in excess of the benefit derived. Conversely, the Purchaser shall pay the reasonable costs, including personnel termination costs (including those actuarially determined) determined in accordance with Article 10.8, which result from the Supplier’s fixed cost reduction efforts in response to a permanent or long-term reduction by the Purchaser of a Sole Supplier SUMF Item or a Long Term SUMF Item. (E) The Purchaser shall bear the costs of any redundancy programme in accordance with Articles 10.7 and 10.8 below required as a result of any productivity improvement to a particular SUMF Item in proportion to the reduction of the relevant SUMF Charges to the Purchaser before and after the productivity improvement as compared to the reduction of SUMF Charges to all other Users before and after the productivity improvement. (F) If under applicable tax or other laws, the Supplier must charge a xxxx-up or profit factor with respect to any SUMF Charge, or, alternatively, if a profit factor is imputed under applicable tax or other laws, the Parties shall, in good faith and with the view to minimising the financial impact of such xxxx-up or profit factor on the Purchaser, discuss and agree to such revision to the SUMF Charge as will ensure compliance with the relevant tax or other laws. Any failure by the Parties to reach agreement on the revision to be made shall constitute a Dispute. (G) Unless the Parties agree otherwise in Schedule 1, the Parties shall keep accurate books and records of their activities relevant to this Agreement, for at least two (2) years after the calendar year in question or such longer period as may be required by law. 11 Berre SUMF Agreement (Kraton) (H) To verify the correctness of all invoices issued and payments made hereunder for the current calendar year and for any of the two (2) preceding years and/or to verify the implementation of the Supplier’s curtailment procedures, and/or to verify the other Party’s meter readings a Party, upon at least sixty (60) days prior written notice and at reasonable times and intervals but not more than once in any calendar year, may require that, at the requesting Party’s cost, an independent public auditor, being a firm of international repute, performs an audit for such purposes. Any such audit shall be pursued diligently and completed no later than ninety (90) days after its commencement. The Parties shall provide such auditors with the necessary data and explanations reasonably necessary for the calculation of the SUMF Charges and the basis therefor. The requesting Party undertakes to procure that such auditors are bound by obligations of confidentiality at least as strict as those set out in Article 12. Any report produced by such auditors shall be provided to both the Purchaser and the Supplier and shall state the results of the aforementioned verifications. If such report reveals that errors have been made and that a Party was overcharged or undercharged by an amount equal to or greater than USD20,000 or its equivalent in local currency, the report shall state the nature, amount and consequences of such error(s) together with such additional information as is reasonably necessary to explain the genesis of those errors and to enable the Parties to avoid recurrence thereof. Any refund of an overpayment or payment of an additional sum shall be made within 28 days following the provision by the auditors of their report and shall include interest at the Interest Rate for the time period commencing when the overpayment was made or the underpayment amount would otherwise have been due and ending on the date of any refund or additional payment in consequence of the audit. In the event of an overcharge equal to or greater than USD20,000 or its equivalent in local currency the Supplier will reimburse the Purchaser, if the Purchaser is the requesting Party, for the audit costs. In the event of an undercharge equal to or greater than USD20,000 or its equivalent in local currency and such an undercharge being attributable to an error or errors relating to metering equipment owned by the Purchaser, the Purchaser shall reimburse the Supplier, if the Supplier is the requesting Party, for the audit costs. Failure to make any requisite payment relating to an overcharge or undercharge within the 28 days period shall constitute a Dispute for resolution in accordance with Article 19. (I) At the Purchaser’s request the Supplier shall at the Purchaser’s cost furnish to the Purchaser a certificate by the Supplier’s statutory independent external auditors, unless agreed otherwise between the parties. This certificate shall certify that the same principles for allocation have been applied by the Supplier in respect of SUMF charges upon all Users and that the amounts charged are in accordance with this Agreement. Such certificate shall be conclusive as to the amounts certified. If the certificate demonstrates that amounts charged have not been properly charged in accordance with this Agreement such that a substantial deviation has occurred, then the Supplier shall bear the cost of the issue of the certificate. Any request for verification of payments made under this Agreement shall be made not later than 12 months from the end of the calendar year in which such payments fell due. (J) The Supplier shall inform the Purchaser on a timely basis before the Supplier makes any material change in an allocation key or allocates to Purchaser any SUMF Charge that includes a specific charge for corporate services included in an Overhead cost and shall include in such information such detail as is reasonably required to communicate the nature of the services provided and the cost being charged to the Purchaser for such service.benefit

SUMF CHARGES WITH REFERENCE TO COST. 6.1 Where Charges for SUMF Charges Items are to be determined wholly or partly by reference to cost the following shall apply: (Aa) Except as otherwise provided in this Article 6 or in Schedule 2the SCHEDULES, the Purchaser shall pay: (i) its share of Variable Costs for each SUMF Item based on the Purchaser’s actual 's consumption of such SUMF Item; (ii) its share of Direct Site Fixed Operating Costs for each SUMF Item based on the fraction equal to the Purchaser’s Firm Capacity Reservation of such SUMF. Item compared to the total site capacity of such SUMF Item or any other allocation key specified in Schedule 6; (iii) its share of Overheads for each SUMF Item without duplication of Direct Site Costs based on the fraction equal to the Purchaser’s 's Firm Capacity Reservation of such SUMF Item compared to the total site capacity Total Firm Capacity of such SUMF Item or any other allocation key specified as set forth in Schedule 63.4; and (iviii) the infrastructure charge Infrastructure Charge specified in Schedule 2. 10 Berre SCHEDULES 3.1 and 3. (b) Notwithstanding the provisions of Section 6.1(a)(ii) to the contrary: (i) the amount of the Purchaser's share of Fixed Operating Costs for all Long Term and Sole Supplier SUMF Items for calendar year 2001 shall not be increased or decreased from the amount of Purchaser's share of such Fixed Operating Costs for calendar year 2000 (determined on an annualized basis) by an amount exceeding the product of (x) the total amount of such Fixed Operating Costs payable by the Purchaser under this Agreement for calendar year 2000 and (Kratony) 3% plus the percentage increase, if any, in the Cost Index for 2000 over the Cost Index for 1999; and (ii) the amount of the Purchaser's share of Fixed Operating Costs for all Long Term and Sole Supplier SUMF Items for each of the next four calendar years (2002 through 2005) shall not be increased or decreased from the amount of Purchaser's share of such Fixed Operating Costs in the immediately preceding calendar year (as limited by the provisions of this Section 6.1 (b)) by an amount exceeding the product of (x) the total amount of such Fixed Operating Costs payable by the Purchaser under this Agreement for the immediately preceding calendar year and (y) 3% plus the percentage increase, if any, in the Cost Index for such immediately preceding calendar year over the Cost Index for the calendar year immediately preceding such immediately preceding calendar year. (c) For purposes of the foregoing computation, (A) Fixed Operating Costs shall exclude costs incurred in connection with turnarounds on SUMF Assets, planned and unplanned major special maintenance on SUMF Assets, costs for usage in excess of Firm Capacity Reservations (i.e., Exceedance Costs) and fines and remediation costs permitted to be charged to the Purchaser as part of Fixed Operating Costs pursuant to this Agreement (B) For the avoidance amount comprising the Purchaser's share of doubt, wherever and Fixed Operating Costs for any SUMF Item in a prior year shall be normalized to the extent the Supplier enjoys a pension fund contribution holiday, the Purchaser will share Purchaser's Firm Capacity Reservation for such SUMF Item in such year (i) differs from its Firm Capacity Reservation for such SUMF Item in the benefit of such holiday only until the date when the Supplier resumes contributions to the pension fund at which point the pension fund contributions for the relevant employees shall be included in the Direct Site Costs. current year and (Cii) Costs will be ascertained and charged pursuant to the Supplier’s cost accounting practices which the Supplier represents are used for, or are directly reconcilable with, its Financial Reporting Accounts. A summary of the Supplier’s current accounting practices for its Financial Reporting Accounts is attached hereto in Schedule 3. The Supplier may modify its cost accounting practices for its Financial Reporting Accounts from time to time in the normal course of business in conformity with generally accepted accounting principles. (D) The Purchaser shall not be responsible for any termination costs resulting from the Supplier’s fixed cost reduction efforts in response to a reduction or termination of demand by any User other than the Purchaser except to the extent that the Purchaser benefits from the reduction efforts, in which case the Purchaser shall bear its proportionate share of the costs up to but not in excess of the benefit derived. Conversely, the Purchaser shall pay the reasonable costs, including personnel termination costs (including those actuarially determined) determined in accordance with Article 10.8, which result from the Supplier’s fixed cost reduction efforts in response to a permanent or long-term reduction by the Purchaser of a Sole Supplier SUMF Item or a Long Term SUMF Item. (E) The Purchaser shall bear the costs of any redundancy programme in accordance with Articles 10.7 and 10.8 below required differs as a result of any productivity improvement to a particular additional SUMF Item or type of SUMF being supplied. The term "Cost Index" means, as to 50% of such index, the average of the wages in proportion the chemical process industry for a calendar year and, as to the reduction remaining 50% of such index, the average of the relevant SUMF Charges to materials costs in the Purchaser before and after the productivity improvement as compared to the reduction of SUMF Charges to all other Users before and after the productivity improvement. (F) If under applicable tax or other laws, the Supplier must charge chemical process industry for a xxxx-up or profit factor with respect to any SUMF Charge, or, alternatively, if a profit factor is imputed under applicable tax or other laws, the Parties shall, in good faith and with the view to minimising the financial impact of such xxxx-up or profit factor on the Purchaser, discuss and agree to such revision to the SUMF Charge as will ensure compliance with the relevant tax or other laws. Any failure by the Parties to reach agreement on the revision to be made shall constitute a Dispute. (G) Unless the Parties agree otherwise in Schedule 1, the Parties shall keep accurate books and records of their activities relevant to this Agreement, for at least two (2) years after the calendar year in question or such longer period as may be required by law. 11 Berre SUMF Agreement (Kraton) (H) To verify the correctness of all invoices issued and payments made hereunder for the current calendar year and for any of the two (2) preceding years and/or to verify the implementation of the Supplier’s curtailment procedures, and/or to verify the other Party’s meter readings a Party, upon at least sixty (60) days prior written notice and at reasonable times and intervals but not more than once in any calendar year, may require that, at in each case as reported by the requesting Party’s cost, an independent public auditor, being a firm of international repute, performs an audit Chemical Engineering Magazine under its Chemical Engineering Plant Cost Index for such purposes. Any such audit shall be pursued diligently and completed no later than ninety (90) days after its commencement. The Parties shall provide such auditors with the necessary data and explanations reasonably necessary for the calculation of the SUMF Charges and the basis therefor. The requesting Party undertakes to procure that such auditors are bound by obligations of confidentiality at least as strict as those set out in Article 12. Any report produced by such auditors shall be provided to both the Purchaser and the Supplier and shall state the results of the aforementioned verifications. If such report reveals that errors have been made and that a Party was overcharged or undercharged by an amount equal to or greater than USD20,000 Construction Labor or its equivalent in local currencyChemical Engineering Plant Cost Index for pipe valves and fittings, the report shall state the naturewhichever index is applicable or, amount and consequences of such error(s) together with such additional information as if that publication is reasonably necessary to explain the genesis of those errors and to enable the Parties to avoid recurrence thereof. Any refund of an overpayment or payment of an additional sum shall be made within 28 days following the provision no longer issued, by another publication agreed upon by the auditors of their report and shall include interest at the Interest Rate for the time period commencing when the overpayment was made or the underpayment amount would otherwise have been due and ending on the date of any refund or additional payment in consequence of the audit. In the event of an overcharge equal to or greater than USD20,000 or its equivalent in local currency the Supplier will reimburse the Purchaser, if the Purchaser is the requesting Party, for the audit costs. In the event of an undercharge equal to or greater than USD20,000 or its equivalent in local currency and such an undercharge being attributable to an error or errors relating to metering equipment owned by the Purchaser, the Purchaser shall reimburse the Supplier, if the Supplier is the requesting Party, for the audit costs. Failure to make any requisite payment relating to an overcharge or undercharge within the 28 days period shall constitute a Dispute for resolution in accordance with Article 19parties. (I) At the Purchaser’s request the Supplier shall at the Purchaser’s cost furnish to the Purchaser a certificate by the Supplier’s statutory independent external auditors, unless agreed otherwise between the parties. This certificate shall certify that the same principles for allocation have been applied by the Supplier in respect of SUMF charges upon all Users and that the amounts charged are in accordance with this Agreement. Such certificate shall be conclusive as to the amounts certified. If the certificate demonstrates that amounts charged have not been properly charged in accordance with this Agreement such that a substantial deviation has occurred, then the Supplier shall bear the cost of the issue of the certificate. Any request for verification of payments made under this Agreement shall be made not later than 12 months from the end of the calendar year in which such payments fell due. (J) The Supplier shall inform the Purchaser on a timely basis before the Supplier makes any material change in an allocation key or allocates to Purchaser any SUMF Charge that includes a specific charge for corporate services included in an Overhead cost and shall include in such information such detail as is reasonably required to communicate the nature of the services provided and the cost being charged to the Purchaser for such service.

SUMF CHARGES WITH REFERENCE TO COST. 6.1 Where SUMF Charges are to be determined wholly or partly by reference to cost the following shall apply: (A) Except as otherwise provided in this Article 6 or in Schedule 2, the Purchaser shall pay: (i) its share of Variable Costs for each SUMF Item based on the Purchaser’s 's actual consumption of such SUMF Item; (ii) its share of Direct Site Costs for each SUMF Item based on the fraction equal to the Purchaser’s Firm Capacity Reservation 's actual use of such SUMF. SUMF Item compared to the total site capacity Site usage of such SUMF Item or any the other relevant allocation key or keys specified in Schedule 6; (iii) its share of Overheads for each SUMF Item without duplication of Direct Site Costs based on the fraction equal to the Purchaser’s 's Firm Capacity Reservation of such SUMF Item compared to the total site Site capacity of such SUMF Item or any other allocation key specified in Schedule 6; and (iv) the infrastructure charge specified in Schedule 2. 10 Berre SUMF Agreement (Kraton). (B) For the avoidance of doubt, wherever and to the extent the Supplier enjoys a pension fund contribution holiday, the Purchaser will share in the benefit of such holiday only until the date when the Supplier resumes contributions to the pension fund at which point the pension fund contributions for the relevant employees shall be included in the Direct Site Costs. (C) Costs will be ascertained and charged pursuant to the Supplier’s cost accounting practices 's Cost Accounting Practices which the Supplier represents are used for, or are directly reconcilable with, its Financial Reporting Accounts. A summary of the Supplier’s current accounting practices 's Cost Accounting Practices for its Financial Reporting Accounts is attached hereto in Schedule 3. The Supplier may modify its cost accounting practices the Supplier’s Cost Accounting Practices for its Financial Reporting Accounts from time to time in the normal course of business in conformity with generally accepted accounting principles; but in all events, after the Supplier has permitted the Purchaser to review, and has consulted with the Purchaser as to, such modification. Notwithstanding the foregoing, the Supplier shall not make any modification to its cost accounting practices unless (i) it is for a legitimate business purpose not designed solely to increase SUMF Charges to the Purchaser or to Users generally and (ii) it does not have a discriminatory economic effect on the Purchaser relative to other Users except as may be permitted in this Agreement or as may be implemented to correct errors. The cost of any component of SUMF Items procured by Supplier through a Third-Party shall be passed through to Purchaser at Supplier's cost plus an allocation and charge for any applicable Overheads. The Parties expressly acknowledge that any Dispute pursuant to this Article 6(C) is subject to the provisions of Article 19. (D) The Purchaser shall not be responsible for any termination costs resulting from the Supplier’s 's fixed cost reduction efforts in response to a reduction or termination of demand by any User other than the Purchaser except to the extent that the Purchaser benefits from the reduction efforts, in which case the Purchaser shall bear its proportionate share of the costs up to to, but not in excess excess, of the benefit derived, but less any amount of such termination costs covered by the User whose reduction or termination gave rise to the cost reduction efforts, to the extent such amount exceeds such User’s proportionate share. Conversely, the Purchaser shall pay the reasonable costs, including personnel termination costs (including those actuarially determined) determined in accordance with Article 10.810.9, which result from the Supplier’s fixed 's cost reduction efforts in response to a permanent or long-term reduction by the Purchaser of a Sole Supplier SUMF Item or a Long Term SUMF Item. (E) The Purchaser shall bear the costs of any redundancy programme program in accordance with Articles 10.7 10.8 and 10.8 10.9 below required as a result of any productivity improvement to a particular SUMF Item in proportion to the reduction of the relevant SUMF Charges to the Purchaser before and after the productivity improvement as compared to the reduction of SUMF Charges to all other Users before and after the productivity improvement; provided however that such costs to be paid by Purchaser shall not exceed such reduction in SUMF Charges realized by Purchaser. (F) If under applicable tax or other laws, the Supplier must charge a xxxx-up or profit factor with respect to any SUMF Charge, or, alternatively, if a profit factor is imputed under applicable tax or other laws, the Parties shall, in good faith and with the view to minimising the financial impact of such xxxx-up or profit factor on the Purchaser, discuss and agree to such revision to the SUMF Charge as will ensure compliance with the relevant tax or other laws. Any failure by the Parties to reach agreement on the revision to be made shall constitute a Dispute. (G) Unless the Parties agree otherwise in Schedule 1otherwise, the Parties shall keep accurate books and records of their activities relevant to this Agreement, for a period of at least two (2) years after the calendar year in question or such longer period as may be required by law. 11 Berre SUMF Agreement (Kraton) (H) To verify the correctness of all invoices issued and payments made hereunder for the current calendar year and for any of the two (2) preceding years and/or to verify the implementation of the Supplier’s curtailment procedures, and/or to verify the other Party’s meter readings a Party, upon at least sixty (60) days prior written notice and at reasonable times and intervals but not more than once in any calendar year, may require that, at the requesting Party’s cost, an independent public auditor, being a firm of international repute, performs an audit for such purposes. Any such audit shall be pursued diligently and completed no later than ninety (90) days after its commencement. The Parties shall provide such auditors with the necessary data and explanations reasonably necessary for the calculation of the SUMF Charges and the basis therefor. The requesting Party undertakes to procure that such auditors are bound by obligations of confidentiality at least as strict as those set out in Article 12. Any report produced by such auditors shall be provided to both the Purchaser and the Supplier and shall state the results of the aforementioned verifications. If such report reveals that errors have been made and that a Party was overcharged or undercharged by an amount equal to or greater than USD20,000 or its equivalent in local currency, the report shall state the nature, amount and consequences of such error(s) together with such additional information as is reasonably necessary to explain the genesis of those errors and to enable the Parties to avoid recurrence thereof. Any refund of an overpayment or payment of an additional sum shall be made within 28 days following the provision by the auditors of their report and shall include interest at the Interest Rate for the time period commencing when the overpayment was made or the underpayment amount would otherwise have been due and ending on the date of any refund or additional payment in consequence of the audit. In the event of an overcharge equal to or greater than USD20,000 or its equivalent in local currency the Supplier will reimburse the Purchaser, if the Purchaser is the requesting Party, for the audit costs. In the event of an undercharge equal to or greater than USD20,000 or its equivalent in local currency and such an undercharge being attributable to an error or errors relating to metering equipment owned by the Purchaser, the Purchaser shall reimburse the Supplier, if the Supplier is the requesting Party, for the audit costs. Failure to make any requisite payment relating to an overcharge or undercharge within the 28 days period shall constitute a Dispute for resolution in accordance with Article 19. (I) At the Purchaser’s request the Supplier shall at the Purchaser’s cost furnish to the Purchaser a certificate by the Supplier’s statutory independent external auditors, unless agreed otherwise between the parties. This certificate shall certify that the same principles for allocation have been applied by the Supplier in respect of SUMF charges upon all Users and that the amounts charged are in accordance with this Agreement. Such certificate shall be conclusive as to the amounts certified. If the certificate demonstrates that amounts charged have not been properly charged in accordance with this Agreement such that a substantial deviation has occurred, then the Supplier shall bear the cost of the issue of the certificate. Any request for verification of payments made under this Agreement shall be made not later than 12 months from the end of the calendar year in which such payments fell due. (J) The Supplier shall inform the Purchaser on a timely basis before the Supplier makes any material change in an allocation key or allocates to Purchaser any SUMF Charge that includes a specific charge for corporate services included in an Overhead cost and shall include in such information such detail as is reasonably required to communicate the nature of the services provided and the cost being charged to the Purchaser for such service.