DUE UNDER
THIS AGREEMENT SHALL BE DUE ON SUCH DATE AS SPECIFIED IN THIS AGREEMENT AND, IN
THE EVENT SUCH DATE IS A DAY ON WHICH COMMERCIAL BANKS ARE NOT AUTHORIZED TO
CONDUCT BUSINESS IN EITHER THE STATES OF WASHINGTON OR NEW JERSEY OR THE CITY OF
BERLIN, FEDERAL REPUBLIC OF GERMANY, THEN THE NEXT SUCCEEDING BUSINESS DAY.
ANY
FAILURE BY A PARTY TO MAKE SUCH PAYMENT WITHIN TEN (10) BUSINESS DAYS AFTER THE
DATE WHEN DUE SHALL OBLIGATE SUCH PARTY TO PAY COMPUTED INTEREST TO THE
RECEIVING PARTY AT A RATE PER ANNUM EQUAL TO THE PRIME RATE AS PUBLICLY
ANNOUNCED BY THE BANK OF AMERICA ON REUTERS SCREEN "US PRIME" ON THE DUE DATE OR
THE NEXT BUSINESS DAY COMPUTED ON THE BASIS OF A 356/360 YEAR, SUCH INTEREST TO
BE DUE AND PAYABLE UPON TENDER OF PAYMENT.
(C)
PAYMENT TO OR REPORTS BY AFFILIATES.
ANY
PAYMENT REQUIRED UNDER ANY PROVISION OF THIS AGREEMENT TO BE MADE TO EITHER
PARTY OR ANY REPORT REQUIRED TO BE MADE BY EITHER PARTY TO THE OTHER SHALL BE
MADE TO OR BY AN AFFILIATE OF THAT PARTY IF DESIGNATED BY THAT PARTY AS THE
APPROPRIATE RECIPIENT OR REPORTING ENTITY, WITHOUT RELIEVING THE OTHER PARTY
FROM RESPONSIBILITY FOR SUCH PAYMENT OR REPORT.; PROVIDED HOWEVER, THAT THIS
SECTION SHALL NOT HAVE ANY ADVERSE TAX, ACCOUNTING, OR CASH FLOW IMPACT TO THE
OTHER PARTY.
(D)
AUDITS; DISPUTES.
IF THERE IS ANY DISPUTE
BETWEEN THE PARTIES FOLLOWING ANY AUDIT PURSUANT TO SECTION 8.03(A) ABOVE,
EITHER PARTY MAY REFER THE ISSUE (AN "AUDIT DISAGREEMENT") TO AN INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANT FOR RESOLUTION.
IN THE EVENT AN AUDIT DISAGREEMENT
IS SUBMITTED FOR RESOLUTION BY EITHER PARTY, THE PARTIES SHALL COMPLY WITH THE
FOLLOWING PROCEDURES:
(I)
THE PARTY SUBMITTING THE AUDIT
DISAGREEMENT FOR RESOLUTION SHALL PROVIDE WRITTEN NOTICE TO THE OTHER THAT IT IS
INVOKING THE PROCEDURES OF THIS SECTION.
(II)
WITHIN THIRTY (30) DAYS OF GIVING SUCH
NOTICE, THE PARTIES SHALL JOINTLY SELECT A RECOGNIZED INDEPENDENT INTERNATIONAL
ACCOUNTING FORM TO ACT AS AN INDEPENDENT EXPERT TO RESOLVE SUCH AUDIT
DISAGREEMENT.
(III)
THE AUDIT DISAGREEMENT SUBMITTED FOR
RESOLUTION SHALL BE DESCRIBED BY THE PARTIES TO THE INDEPENDENT EXPERT, WHICH
DESCRIPTION MAY BE IN WRITTEN OR ORAL FORM, WITHIN TEN (10) BUSINESS DAYS OF THE
SELECTION OF SUCH AN INDEPENDENT EXPERT.
(IV)
THE INDEPENDENT EXPERT SHALL RENDER A DECISION
ON THE MATTER AS SOON AS PRACTICABLE.
(V)
THE DECISION OF THE INDEPENDENT EXPERT SHALL
BE FINAL AND BINDING UNLESS SUCH AUDIT DISAGREEMENT INVOLVES ALLEGED FRAUD, OR
BREACH OF THIS AGREEMENT OR INTERPRETATION OF ANY OF THE TERMS AND CONDITIONS OF
THIS AGREEMENT OTHER THAN ACCOUNTING TERMS AND DEFINITIONS.
27
(VI)
ALL FEES AND EXPENSES OF THE INDEPENDENT
EXPERT, INCLUDING ANY THIRD PARTY SUPPORT STAFF, OR OTHER COSTS INCURRED WITH
RESPECT TO CARRYING OUT THE PROCEDURES SPECIFIED AT THE DIRECTION OF THE
INDEPENDENT EXPERT IN CONNECTION WITH SUCH AUDIT DISAGREEMENT, SHALL BE BORNE BY
EACH PARTY IN INVERSE PROPORTION TO THE DISPUTED AMOUNTS AWARDED TO THE PARTY BY
THE