Common use of Annual Financials Clause in Contracts

Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion of Ernst & Young, LLP or other independent public accountants of recognized standing acceptable to the Required Lenders, together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing under Section 5.02(p) or Section 5.04, or if, in the opinion of such accounting firm, such a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.04(a) through (d), provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the chief financial officer of the Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within no later than 90 days after (or 105 days with respect to the Fiscal Year ending December 31, 2010) following the end of each the Fiscal Year, a copy of the annual audit report for such year for the Borrower and its SubsidiariesFiscal Year, including therein a Consolidated balance sheet of the Borrower Company and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower Company and its Subsidiaries for such Fiscal Year, in each case accompanied by (A) an unqualified opinion of Ernst & Young, LLP or other independent public accountants of recognized national standing reasonably acceptable to the Required Lenders, together with Administrative Agent and (iB) a certificate of such accounting firm to a Responsible Officer of the Lender Parties Company stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing under Section 5.02(p) or Section 5.04or, or if, in the opinion of such accounting firm, such if a Default has occurred and is continuing, a statement as to the nature thereofthereof and the action that the Company has taken and proposes to take with respect thereto, together with (iiif such Fiscal Year ended during a Testing Period) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants covenant contained in Sections 5.04(a) through (d)Section 5.04; provided that, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower Company shall also provide, if necessary for the determination of compliance with Section 5.045.04 and a Testing Period has commenced and is continuing, a statement of reconciliation conforming such financial statements to GAAP GAAP; provided further that in the event the Company’s accountants have not yet completed the procedures required to issue an opinion at the time delivery of such opinion would be required under preceding clause (A), the requirement to deliver the annual audit report (and (iiithe aforementioned financial statements) at such time shall be deemed satisfied by delivery at such time of a certificate complete draft of the chief financial officer Company’s Form 10-K and delivery of such opinion not later than 120 days following the Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect theretoend of such Fiscal Year.

Annual Financials. As soon as available and in any event within ----------------- 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower and its SubsidiariesFinancial Covenants Parties, including therein a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries Financial Covenants Parties as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries Financial Covenants Parties for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Required Lenders of Ernst & Young, LLP or other independent public accountants of recognized standing acceptable to the Required LendersLenders in their reasonable judgment (provided that consolidating financial statements shall not be audited), together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its SubsidiariesFinancial Covenants Parties, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing under Section 5.02(p) or Section 5.04continuing, or if, in the opinion of such accounting firm, such a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.04(a) through (d)Section 5.04, provided that that, in the event of any change in GAAP used in the preparation of such financial statements, the Borrower applicable Financial Covenants Party shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the chief financial officer Chief Financial Officer of the Borrower applicable Financial Covenants Party stating that no Default has occurred and is continuing or, if a default Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower applicable Financial Covenants Party has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 90 no later than 105 days after following the end of each the Fiscal Year, a copy of the annual audit report for such year for the Borrower and its SubsidiariesFiscal Year, including therein a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (A) an unqualified opinion of Ernst & Young, LLP or other independent public accountants of recognized national standing reasonably acceptable to the Required Lenders, together with Administrative Agent and (iB) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business a Responsible Officer of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained stating that no knowledge that a Default has occurred and is continuing under Section 5.02(p) or Section 5.04or, or if, in the opinion of such accounting firm, such if a Default has occurred and is continuing, a statement as to the nature thereofthereof and the action that the Borrower has taken and proposes to take with respect thereto, (ii) together with a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.04(a5.02(k) through (d)and 5.04; provided that, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.02(k) and 5.04, a statement of reconciliation conforming such financial statements to GAAP GAAP; provided further that in the event the Borrower’s accountants have not yet completed the procedures required to issue an opinion at the time delivery of such opinion would be required under preceding clause (A), the requirement to deliver the annual audit report (and (iiithe aforementioned financial statements) at such time shall be deemed satisfied by delivery at such time of a certificate complete draft of the chief financial officer Borrower’s Form 10-K and delivery of such opinion not later than 120 days following the Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect theretoend of such Fiscal Year.

Annual Financials. As soon as available and in any event within 90 120 days after the end of each Fiscal YearYear (including the Fiscal Year ended December 31, 2005), a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Required Lenders of Ernst Deloitte & Young, Touche LLP or other independent public accountants of recognized standing acceptable to the Required Lenders, together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing under Section 5.02(p) or Section 5.04continuing, or if, in the opinion of such accounting firm, such a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Paying Agent of the computations computations, if any, used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.04(a) through (d), Section 5.04; provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the chief financial officer (or person performing similar functions) of the Borrower (or its managing general partner) stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within no later than 90 days after (or 105 days with respect to the Fiscal Year ending December 31, 2010) following the end of each the Fiscal Year, a copy of the annual audit report for such year for the Borrower and its SubsidiariesFiscal Year, including therein a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (A) an unqualified opinion of Ernst & Young, LLP or other independent public accountants of recognized national standing reasonably acceptable to the Required Lenders, together with Administrative Agent and (iB) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business a Responsible Officer of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained stating that no knowledge that a Default has occurred and is continuing under Section 5.02(p) or Section 5.04or, or if, in the opinion of such accounting firm, such if a Default has occurred and is continuing, a statement as to the nature thereofthereof and the action that the Borrower has taken and proposes to take with respect thereto, (ii) together with a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.04(a) through (d)Section 5.04; provided that, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP GAAP; provided further that in the event the Borrower’s accountants have not yet completed the procedures required to issue an opinion at the time delivery of such opinion would be required under preceding clause (A), the requirement to deliver the annual audit report (and (iiithe aforementioned financial statements) at such time shall be deemed satisfied by delivery at such time of a certificate complete draft of the chief financial officer Borrower’s Form 10-K and delivery of such opinion not later than 120 days following the Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.end of such Fiscal Year. Chemtura (Term Loan) Credit Agreement

Annual Financials. (i) As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Borrower and its SubsidiariesFinancial Covenants Parties, including therein a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries Financial Covenants Parties as of the end of such Fiscal Year and a Consolidated statement and consolidating statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries Financial Covenants Parties for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Required Lenders of Ernst & Young, LLP or other independent public accountants of recognized standing acceptable to the Required LendersLenders in their reasonable judgment (provided that consolidating financial statements shall not be audited), together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its SubsidiariesFinancial Covenants Parties, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing under Section 5.02(p) or Section 5.04continuing, or if, in the opinion of such accounting firm, such a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.04(a) through (d)Section 5.04, provided that that, in the event of any change in GAAP used in the preparation of such financial statements, the Borrower applicable Financial Covenants Party shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the chief financial officer Chief Financial Officer of the Borrower applicable Financial Covenants Party stating that no Default has occurred and is continuing or, if a default Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower applicable Financial Covenants Party has taken and proposes to take with respect thereto.

Annual Financials. As soon as available available, and in any event within 90 120 days after the end of each Fiscal Yearfiscal year of Borrower, a copy commencing with the fiscal year of Borrower ending on December 31, 2014, (i) the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated consolidated balance sheet sheets of the Borrower and its Subsidiaries as of at the end of such Fiscal Year fiscal year and a Consolidated statement the related consolidated statements of income income, stockholders’ equity and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, setting forth in each case accompanied by an unqualified opinion in comparative form the corresponding figures for the previous fiscal year, together with a Financial Officer Certification with respect thereto; (ii) with respect to such consolidated financial statements a report thereon of Ernst Deloitte & Young, Touche LLP or other independent certified public accountants of recognized national or regional standing acceptable selected by the Borrower, (which report shall be unqualified as to the Required Lendersgoing concern and scope of audit), together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm shall be prepared in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing under Section 5.02(p) or Section 5.04, or if, in the opinion of such accounting firm, such a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Administrative Agent audit standards of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.04(a) through Public Accounting Oversight Board and applicable Laws (d), provided that in the event of any change in GAAP used in the preparation of such financial statements, that the Borrower is at the time required to file a Form 10-K with the SEC, any such filing of a Form 10-K via its XXXXX system (or any successor thereto) made within the timeframe within which the Borrower is required to make such filing with respect to such period (including any extensions thereof) shall also provide, if necessary for satisfy the determination obligations of compliance with Section 5.04, a statement this clause (a) upon Borrower’s delivery of reconciliation conforming notice (which may be electronic) to Administrative Agent and the Lenders that such financial statements to GAAP documents have been so filed) and (iii) a certificate of the chief financial officer of the any management letters delivered by such accountants to Borrower stating provided that no Default such management letters shall not be delivered to any Lender who has occurred and is continuing or, if a default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.not requested it;

Annual Financials. As soon as available and in any event within no later than 90 days after (or 105 days with respect to the Fiscal Year ending December 31, 2010) following the end of each the Fiscal Year, a copy of the annual audit report for such year for the Borrower and its SubsidiariesFiscal Year, including therein a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (A) an unqualified opinion of Ernst & Young, LLP or other independent public accountants of recognized national standing reasonably acceptable to the Required Lenders, together with Administrative Agent and (iB) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business a Responsible Officer of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained stating that no knowledge that a Default has occurred and is continuing under Section 5.02(p) or Section 5.04or, or if, in the opinion of such accounting firm, such if a Default has occurred and is continuing, a statement as to the nature thereofthereof and the action that the Borrower has taken and proposes to take with respect thereto, (ii) together with a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.04(a) through (d)Section 5.04; provided that, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP GAAP; provided further that in the event the Borrower’s accountants have not yet completed the procedures required to issue an opinion at the time delivery of such opinion would be required under preceding clause (A), the requirement to deliver the annual audit report (and (iiithe aforementioned financial statements) at such time shall be deemed satisfied by delivery at such time of a certificate complete draft of the chief Borrower’s Form 10-K and delivery of such opinion not later than 120 days following the end of such Fiscal Year; and provided further that, if the Borrower has designated any Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the annual financial officer information required by this Section 5.03(c) shall include a reasonably detailed presentation, as determined in good faith by senior management of the Borrower, either on the face of the financial statements or in the footnotes thereto, and in (to the extent delivered or required to be delivered) “Management’s Discussion and Analysis Condition and Results of Operations,” of the financial condition and results of operations of the Borrower stating that no Default has occurred and is continuing or, if a default has occurred its Restricted Subsidiaries separate from the financial condition and is continuing, a statement as to results of operations of the nature thereof and the action that the Borrower has taken and proposes to take with respect theretoUnrestricted Subsidiaries.

Annual Financials. As soon as available and in any event within 90 days after the end statements of each Fiscal Year, a copy of the annual audit report for such year for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement income will be unaudited) statements of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion acceptable to the Required Lenders of Ernst & Young, LLP Young or other independent public accountants of recognized national standing acceptable to the Required Lenders, together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing under Section 5.02(p) or Section 5.04continuing, or if, in the opinion of such accounting firm, such a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in substantially the form satisfactory to the Administrative Agent set forth as Exhibit I of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.04(a) through (d)Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the chief financial officer Chief Financial Officer or Treasurer of the Borrower stating that no Default has occurred and is continuing or, if a default Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.