

Such notice shall provide which of the 4 above areas the audit should cover and for which SUMF Items, and shall also refer to an independent accounting firm of international repute, which the Party, seeking the audit, recommends. The audit shall take place upon at least sixty (60) days prior written notice from the Party seeking the audit and preferably during the month of September of the relevant calendar “year Y”. This Agreement in no way limits, expands, alters or otherwise modifies the terms of the Environmental Agreement, and the provisions of the Environmental Agreement prevail over any conflicting provisions in this Agreement.

(as successor-in-interest to SER) has assigned its rights and obligations under the Environmental Agreement, as they relate to the VAD business at the Site, to Purchaser and the Purchaser has accepted the assignment of such rights and obligations and has assumed all of Hexion Inc.’s (as successor of SER) rights and obligations under the Environmental Agreement as they relate to the VAD business at the Site as set forth in such Agreement of Assignment. Further, Supplier acknowledges that, pursuant to its rights under Section 11.1 of the Environmental Agreement and a separate Agreement of Assignment of even date herewith, Hexion Inc. Any obligation or liability of any SER Indemnified Party, including Purchaser, or Seller Indemnified Party, including Supplier, under this Agreement shall be without prejudice to the rights, if any, of the relevant party to claim Environmental Damages (as defined under the Environmental Agreement) under the Environmental Agreement. Purchaser and Supplier acknowledge that (notwithstanding any provision to the contrary in this Agreement), the provisions of Section 10.3 of the Environmental Agreement shall apply as between any Seller Indemnified Party (as defined in the Environmental Agreement) and SER Indemnified Party (as defined in the Environmental Agreement) and any Person (as such term is defined in the Environmental Agreement) to whom a transfer or assignment is made in accordance with Section 11.1 of the Environmental Agreement.
