Common use of Auditors and Audits; Annual Statements and Accounting Clause in Contracts

Auditors and Audits; Annual Statements and Accounting. Stratos agrees that, for so long as Methode is required to consolidate Stratos' results of operations and financial position or to account for its investment in Stratos under the equity method of accounting (in accordance with GAAP): (i) Stratos shall not select a different accounting firm than Ernst & Young, LLP, to serve as its (and its Subsidiaries') independent certified public accountants ("Stratos' Auditors") without Methode's prior written consent (which shall not be unreasonably withheld). (ii) Stratos shall use its reasonable best efforts to enable the Stratos' Auditors to complete their audit such that they will date their opinion on Stratos' audited annual financial statements on the same date that Methode's independent certified public accountants ("Methode's Auditors") date their opinion on Methode's audited annual financial statements (the "Methode Annual Statements"), and to enable Methode to meet its timetable for the printing, filing and public dissemination of the Methode Annual Statements. (iii) Stratos shall provide to Methode on a timely basis all information that Methode reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of the Methode Annual Statements. Without limiting the foregoing, Stratos will provide all required financial information with respect to Stratos and its Subsidiaries to Stratos' Auditors in a sufficient and reasonable time and in sufficient detail to permit Stratos' Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to Methode's Auditors with respect to information to be included in the Methode Annual Statements. (iv) Stratos shall authorize Stratos' Auditors to make available to Methode's Auditors both the personnel who performed or are performing the annual audit of Stratos and work papers related to the annual audit of Stratos, in all cases within a reasonable time prior to Stratos' Auditors' opinion date, so that Methode's Auditors are able to perform the procedures they consider necessary to take responsibility for the work of Stratos' Auditors as it relates to Methode's Auditors' report on Methode's statements, all within sufficient time to enable Methode to meet its timetable for the printing, filing and public dissemination of the Methode Annual Statements. (v) Stratos shall provide Methode's internal auditors access to Stratos' and its Subsidiaries, books and records so that Methode may conduct reasonable audits relating to the financial statements provided by Stratos pursuant hereto as well as to the internal accounting controls and operations of Stratos and its Subsidiaries. (vi) Stratos shall give Methode as much prior notice as reasonably practical of any proposed determination of, or any significant changes in, its accounting estimates or accounting principles from those in effect on the date hereof. Stratos will consult with Methode and, if requested by Methode, Stratos will consult with Methode's independent public accountants with respect thereto. Stratos will not make any such determination or changes without Methode's prior written consent if such a determination or a change would be sufficiently material to be required to be disclosed in Stratos' financial statements as filed with the SEC or otherwise publicly disclosed therein. (vii) Notwithstanding clause (vi) above, Stratos shall make any changes in its accounting estimates or accounting principles that are requested by Methode in order for Stratos' accounting estimates and principles to be consistent with those of Methode. Nothing in this Section 4.1 shall require Stratos to violate any agreement with any of its customers regarding the confidentiality of commercially sensitive information relating to that customer or its business; provided that in the event Stratos is required under this Section 4.1 to disclose any such information, Stratos shall use all commercially reasonable efforts to seek to obtain such customer's consent to the disclosure of such information.

Auditors and Audits; Annual Statements and Accounting. Stratos agrees that(a) Unless required by law, for so long as Methode is required to consolidate Stratos' results of operations and financial position or to account for its investment in Stratos under the equity method of accounting (in accordance with GAAP): (i) Stratos shall Tronox will not select a different accounting firm than Ernst & Young, LLP, Young LLP (or its affiliate accounting firms) (unless so directed by Parent in accordance with a change by Parent in its accounting firm) to serve as its (and its Subsidiaries'the Tronox Affiliates’) independent certified public accountants ("Stratos' “Tronox’s Auditors"”) without Methode's Parent’s prior written consent (which shall will not be unreasonably withheld); provided, however, that, to the extent any such Tronox Affiliates are currently using a different accounting firm to serve as their independent certified public accountants, such Tronox Affiliates may continue to use such accounting firm provided such accounting firm is reasonably satisfactory to Parent. (iib) Stratos shall Tronox will use its commercially reasonable best efforts to enable the Stratos' Tronox’s Auditors to complete their audit such that they will date their opinion on Stratos' audited annual financial statements the Annual Financial Statements on the same date that Methode's Parent’s independent certified public accountants ("Methode's “Parent’s Auditors"”) date their opinion on Methode's Parent’s audited annual financial statements (the "Methode “Parent Annual Statements"”), and to enable Methode Parent to meet its timetable for the printing, filing and public dissemination of the Methode Parent Annual Statements, all in accordance with Article VI hereof and as required by applicable law. (iiic) Stratos shall Tronox will provide to Methode Parent on a timely basis all information that Methode Parent reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of the Methode Parent Annual StatementsStatements in accordance with Article VI hereof and as required by applicable law. Without limiting the generality of the foregoing, Stratos Tronox will provide all required financial information with respect to Stratos and its Subsidiaries the Tronox Group to Stratos' Tronox’s Auditors in a sufficient and reasonable time and in sufficient detail to permit Stratos' Tronox’s Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to Methode's Parent’s Auditors with respect to information to be included or contained in the Methode Parent Annual Statements. (ivd) Stratos shall Tronox will authorize Stratos' Tronox’s Auditors to make available to Methode's Parent’s Auditors both the personnel who performed performed, or are performing performing, the annual audit of Stratos Tronox and work papers related to the annual audit of StratosTronox, in all cases within a reasonable time prior to Stratos' Tronox’s Auditors' ’ opinion date, so that Methode's Parent’s Auditors are able to perform the procedures they consider necessary to take responsibility for the work of Stratos' Tronox’s Auditors as it relates to Methode's Parent’s Auditors' ’ report on Methode's Parent’s statements, all within sufficient time to enable Methode Parent to meet its timetable for the printing, filing and public dissemination of the Methode Parent Annual Statements. (ve) Stratos shall If Parent determines in good faith that there may be some inaccuracy in a Tronox Group member’s financial statements or deficiency in a Tronox Group member’s internal accounting controls or operations that could materially impact Parent’s financial statements, at Parent’s request, Tronox will provide Methode's Parent’s internal auditors with access to Stratos' and its Subsidiaries, the Tronox Group’s books and records so that Methode Parent may conduct reasonable audits relating to the financial statements provided by Stratos pursuant hereto Tronox under this Agreement as well as to the internal accounting controls and operations of Stratos and its Subsidiariesthe Tronox Group. (vi) Stratos shall give Methode as much prior notice as reasonably practical of any proposed determination of, or any significant changes in, its accounting estimates or accounting principles from those in effect on the date hereof. Stratos will consult with Methode and, if requested by Methode, Stratos will consult with Methode's independent public accountants with respect thereto. Stratos will not make any such determination or changes without Methode's prior written consent if such a determination or a change would be sufficiently material to be required to be disclosed in Stratos' financial statements as filed with the SEC or otherwise publicly disclosed therein. (vii) Notwithstanding clause (vi) above, Stratos shall make any changes in its accounting estimates or accounting principles that are requested by Methode in order for Stratos' accounting estimates and principles to be consistent with those of Methode. Nothing in this Section 4.1 shall require Stratos to violate any agreement with any of its customers regarding the confidentiality of commercially sensitive information relating to that customer or its business; provided that in the event Stratos is required under this Section 4.1 to disclose any such information, Stratos shall use all commercially reasonable efforts to seek to obtain such customer's consent to the disclosure of such information.

Auditors and Audits; Annual Statements and Accounting. Stratos Holdings agrees that, for so long as Methode Continental is required to consolidate StratosHoldings' results of operations and financial position or to account for its investment in Stratos Holdings under the equity method of accounting (in accordance with GAAP): (i) Stratos Holdings shall not select a different accounting firm than Ernst & Young, LLP, Young LLP to serve as its (and its Subsidiaries') independent certified public accountants ("StratosHoldings' Auditors") without MethodeContinental's prior written consent (which shall not be unreasonably withheld). (ii) Stratos Holdings shall use its reasonable best efforts to enable the Stratos' Holdings Auditors to complete their audit such that they will date their opinion on StratosHoldings' audited annual financial statements on the same date that MethodeContinental's independent certified public accountants ("MethodeContinental's Auditors") date their opinion on MethodeContinental's audited annual financial statements (the "Methode Continental Annual Statements"), and to enable Methode Continental to meet its timetable for the printing, filing and public dissemination of the Methode Continental Annual Statements. (iii) Stratos Holdings shall provide to Methode Continental on a timely basis all information that Methode Continental reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of the Methode Continental Annual Statements. Without limiting the generality of the foregoing, Stratos Holdings will provide all required financial information with respect to Stratos Holdings and its Subsidiaries to StratosHoldings' Auditors in a sufficient and reasonable time and in sufficient detail to permit StratosHoldings' Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to MethodeContinental's Auditors with respect to information to be included or contained in the Methode Continental Annual Statements. Continental will provide in a timely manner to Holdings all information that is reasonably necessary for Holdings to comply with this Section 4.1(b)(iii). (iv) Stratos Holdings shall authorize StratosHoldings' Auditors to make available to MethodeContinental's Auditors both the personnel who performed or are performing the annual audit of Stratos Holdings and work papers related to the annual audit of StratosHoldings, in all cases within a reasonable time prior to StratosHoldings' Auditors' opinion date, so that MethodeContinental's Auditors are able to perform the procedures they consider necessary to take responsibility for the work of StratosHoldings' Auditors as it relates to MethodeContinental's Auditors' report on Methode's statementsthe Continental Annual Statements, all within sufficient time to enable Methode Continental to meet its timetable for the printing, filing and public dissemination of the Methode Continental Annual Statements. (v) Stratos Holdings shall provide MethodeContinental's internal auditors access to StratosHoldings' and its Subsidiaries, ' books and records so that Methode Continental may conduct reasonable audits relating to the financial statements provided by Stratos Holdings pursuant hereto as well as to the internal accounting controls and operations of Stratos Holdings and its Subsidiaries. (vi) Stratos Holdings shall give Methode Continental as much prior notice as reasonably practical of any proposed determination of, or any significant changes in, its accounting estimates or accounting principles from those in effect on the date hereof. Stratos Holdings will consult with Methode Continental and, if requested by MethodeContinental, Stratos Holdings will consult with MethodeContinental's independent public accountants auditors with respect thereto. Stratos Holdings will not make any such determination or changes without MethodeContinental's prior written consent if such a determination or a change would be sufficiently material to be required to be disclosed in StratosHoldings' financial statements as filed with the SEC or otherwise publicly disclosed therein. (vii) Notwithstanding clause (vi) above, Stratos Holdings shall make any changes in its accounting estimates or accounting principles that are requested by Methode Continental in order for StratosHoldings' accounting estimates and principles to be consistent with those of MethodeContinental. Nothing in this Section 4.1 shall require Stratos Holdings to violate any agreement with any of its customers regarding the confidentiality of commercially sensitive information relating to that customer or its business; provided that in the event Stratos that Holdings is required under this Section 4.1 to disclose any such information, Stratos Holdings shall use all commercially reasonable efforts to seek to obtain such customer's consent to the disclosure of such information.

Auditors and Audits; Annual Statements and Accounting. Stratos Entertainment agrees that, that for its 2005 fiscal year and for all fiscal years thereafter for so long as Methode CCU is required to consolidate Stratos' the results of operations and financial position or to account for its investment in Stratos under of Entertainment and any members of the equity method Entertainment Group with the results of accounting operations and financial position of CCU (in accordance with GAAPGAAP and consistent with SEC reporting requirements): (ia) Stratos shall Unless required by law or as directed by CCU in accordance with a change by CCU in its accounting firm, Entertainment will not select a different accounting firm than Ernst & Young, LLP, Young LLP (or its affiliate accounting firms) to serve as its (and its Subsidiaries') the Entertainment Group’s independent certified public accountants ("Stratos' the “Entertainment Auditors") ”), without Methode's CCU’s prior written consent (which shall will not be unreasonably withheld); provided, however, that, to the extent any members of the Entertainment Group are currently using a different accounting firm to serve as their independent certified public accountants, such members of the Entertainment Group may continue to use such accounting firm provided such accounting firm is reasonably satisfactory to CCU. (iib) Stratos shall Entertainment will use its commercially reasonable best efforts to enable the Stratos' Entertainment Auditors to complete their audit such that they will be able to date their opinion on Stratos' audited annual financial statements on the same date that Methode's independent certified public accountants ("Methode's Auditors") date their opinion on Methode's Entertainment’s audited annual financial statements (the "Methode “Entertainment Annual Statements"”) on the same date that CCU’s independent certified public accountants (the “CCU Auditors”) date their opinion on CCU’s audited annual financial statements (the “CCU Annual Statements”), and to enable Methode CCU to meet its timetable schedule for the printing, filing and public dissemination of the Methode CCU Annual Statements, as required by applicable law. (iiic) Stratos shall Entertainment will provide to Methode CCU on a timely basis all information that Methode CCU reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of the Methode CCU Annual StatementsStatements and CCU’s financial statements included in its Quarterly Reports on Form 10-Q as required by applicable law. Without limiting the generality of the foregoing, Stratos Entertainment will provide all required financial information with respect to Stratos and its Subsidiaries the Entertainment Group to Stratos' the Entertainment Auditors in a sufficient and reasonable time and in sufficient detail to permit Stratos' the Entertainment Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to Methode's the CCU Auditors with respect to information to be included or contained in the Methode CCU Annual Statements. (ivd) Stratos shall Entertainment will authorize Stratos' the Entertainment Auditors to make available to Methode's the CCU Auditors both the personnel who performed performed, or are performing performing, the annual audit of Stratos and Entertainment as well as the work papers related to the annual audit of StratosEntertainment, in all cases within a reasonable time prior to Stratos' the date of the Entertainment Auditors' ’ opinion dateon the Entertainment Annual Financial Statements, so that Methode's the CCU Auditors are able to perform the procedures they consider necessary to take responsibility for the work of Stratos' the Entertainment Auditors as it relates to Methode's the CCU Auditors' ’ report on Methode's statementsthe CCU Annual Statements, all within sufficient time to enable Methode CCU to meet its timetable schedule for the preparation, printing, filing and public dissemination of the Methode CCU Annual Statements. (ve) Stratos shall If CCU determines in good faith that there may be any inaccuracy in an Entertainment Group member’s financial statements or deficiency in an Entertainment Group member’s internal accounting controls or operations that could materially impact CCU’s financial statements, at CCU’s request, Entertainment will provide Methode's CCU’s internal auditors with access to Stratos' and its Subsidiaries, the Entertainment Group’s books and records so that Methode CCU may conduct reasonable audits relating to the financial statements provided by Stratos pursuant hereto Entertainment under this Agreement as well as to the internal accounting controls and operations of Stratos and its Subsidiariesthe Entertainment Group. (vif) Stratos shall Entertainment will give Methode CCU as much prior notice as reasonably practical practicable of any proposed determination of, or any significant changes in, its Entertainment’s accounting estimates or accounting principles from those in effect on the date hereofDistribution Date. Stratos Entertainment will consult with Methode CCU and, if requested by MethodeCCU, Stratos Entertainment will consult with Methode's independent public accountants the CCU Auditors with respect thereto. Stratos will not make any such determination or changes without Methode's prior written consent if such a determination or a change would be sufficiently material to be required to be disclosed in Stratos' financial statements as filed with the SEC or otherwise publicly disclosed therein. (vii) Notwithstanding clause (vi) above, Stratos shall make any changes in its accounting estimates or accounting principles that are requested by Methode in order for Stratos' accounting estimates and principles to be consistent with those of Methode. Nothing in this Section 4.1 shall require Stratos to violate any agreement with any of its customers regarding the confidentiality of commercially sensitive information relating to that customer or its business; provided that in the event Stratos is required under this Section 4.1 to disclose any such information, Stratos shall use all commercially reasonable efforts to seek to obtain such customer's consent to the disclosure of such information.

Auditors and Audits; Annual Statements and Accounting. Stratos agrees thatFor the Applicable Period (provided that the Company’s obligations pursuant to Section 4.05(d) and Section 4.05(e) shall continue beyond the Applicable Period to the extent any amendments to, for so long as Methode is required or restatements or modifications of, Parent Public Filings are necessary with respect to consolidate Stratos' results of operations and financial position or to account for its investment in Stratos under the equity method of accounting (in accordance with GAAPApplicable Period): (ia) Stratos shall Unless required by Law, the Company will not select a different accounting firm than Ernst & Young, LLP, KPMG (or its affiliate accounting firms) (unless so directed by Parent in accordance with a change by Parent in its accounting firm) to serve as its (and its Subsidiaries'the Company Affiliates’) independent certified public accountants ("Stratos' “Company Auditors"”) without Methode's Parent’s prior written consent (which shall not be unreasonably withheld)consent; provided, however, that, to the extent any such Company Affiliates are currently using a different accounting firm to serve as their independent certified public accountants, such Company Affiliates may continue to use such accounting firm provided such accounting firm is reasonably satisfactory to Parent. (iib) Stratos shall The Company will use its reasonable best efforts to enable the Stratos' Company Auditors to complete their audit or review (in the case of Parent’s quarterly financial statements) such that they will date their opinion or review on Stratos' audited annual financial statements the applicable Financial Statements on the same date that Methode's Parent’s independent certified public accountants ("Methode's “Parent Auditors"”) date their opinion or review on Methode's audited annual financial statements (the "Methode Annual corresponding Parent Financial Statements"), and to enable Methode Parent to meet its timetable for the printing, filing and public dissemination of the Methode Annual any Parent Financial Statements, all in accordance with Section 4.01 hereof and as required by applicable Law. (iiic) Stratos The Company shall provide to Methode Parent on a timely basis all information that Methode reasonably requires required by Parent to meet its Parent’s schedule for the preparation, printing, filing, and public dissemination of the Methode Annual StatementsParent Financial Statements in accordance with Section 4.01 hereof and as required by applicable Law. Without limiting the generality of the foregoing, Stratos the Company will provide all required financial information with respect to Stratos and its Subsidiaries the Lithium Group to Stratos' the Company Auditors in a sufficient and reasonable time and in sufficient detail to permit Stratos' the Company Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to Methode's the Parent Auditors with respect to information to be included or contained in the Methode Annual Parent Financial Statements. (ivd) Stratos shall The Company will authorize Stratos' the Company Auditors to make available to Methode's the Parent Auditors both the personnel who performed performed, or are performing performing, the annual audit and quarterly reviews of Stratos the Company and work papers related to the annual audit and quarterly reviews of Stratosthe Company, in all cases within a reasonable time prior to Stratos' the Company Auditors' ’ opinion date, so that Methode's the Parent Auditors are able to perform the procedures they consider necessary to take responsibility for the work of Stratos' the Company Auditors as it relates to Methode's the Parent Auditors' ’ report on Methode's Parent’s statements, all within sufficient time to enable Methode Parent to meet its timetable for the printing, filing and public dissemination of the Methode Annual Parent Financial Statements. (ve) Stratos shall At Parent’s request, the Company will provide Methode's internal auditors the Parent Auditors with access to Stratos' and its Subsidiaries, the books and records of the Company and the members of the Lithium Group so that Methode Parent may conduct reasonable audits relating to the financial statements provided by Stratos pursuant hereto the Company under this Agreement as well as relating to the internal accounting controls and operations of Stratos and its Subsidiariesthe Lithium Group, including in the event Parent determines in good faith that there may be some inaccuracy in any financial statements of the Company or any member of the Lithium Group provided to Parent pursuant to this Agreement or any deficiency in the internal accounting controls or operations of the Company or any member of the Lithium Group that could materially impact the Parent Financial Statements. (vif) Stratos shall The Company will give Methode Parent as much prior notice as reasonably practical of practicable of, and consult with Parent and, at Parent’s request, the Parent Auditors concerning, any proposed determination of, or any significant changes change in, its the Company’s accounting estimates or accounting principles from those in effect on the date hereofSeparation Date. Stratos will consult with Methode and, if requested by Methode, Stratos will consult with Methode's independent public accountants with respect thereto. Stratos The Company will not make any such determination or changes change without Methode's Parent’s prior written consent if such a determination or a change would be sufficiently material to be required to be disclosed in Stratos' the Company’s or Parent’s financial statements as filed with the SEC or otherwise publicly disclosed therein. (vii) . Notwithstanding clause (vi) abovethe foregoing, Stratos the Company shall make any changes in its accounting estimates that are requested by Parent in order for the Company’s accounting estimates to be consistent with those of Parent. (g) The Company shall not, without Parent’s prior written consent, make, or cause to be made, any modification or change to the accounting practices or principles of the Company as in effect as of the Separation Date; provided that the Company shall make any changes in its accounting practices or principles that are requested by Methode Parent in order for Stratos' the Company’s accounting estimates practices and principles to be consistent with those of Methode. Nothing Parent. (h) The Company will report in this Section 4.1 shall require Stratos reasonable detail to violate Parent the following events or circumstances promptly after any agreement with executive officer of the Company or any member of its customers regarding the confidentiality Company Board becomes aware of commercially sensitive information relating to that customer or its business; provided that such matter: (A) all significant deficiencies and material weaknesses in the event Stratos is required under this design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; (C) any illegal act within the meaning of Section 4.1 10A(b) and (f) of the Exchange Act; and (D) any report of a material violation of Law that an attorney representing any Lithium Group member has formally made to disclose any such information, Stratos shall use all commercially reasonable efforts to seek to obtain such customer's consent officers or directors of the Company pursuant to the disclosure of such informationSEC’s attorney conduct rules (17 C.F.R. Part 205).

Auditors and Audits; Annual Statements and Accounting. Stratos Holdings agrees that, for so long as Methode Continental is required to consolidate StratosHoldings' results of operations and financial position or to account for its investment in Stratos Holdings under the equity method of accounting (in accordance with GAAPgenerally accepted accounting principles): (i) Stratos Holdings shall not select a different accounting firm than Ernst & Young, LLP, Young LLP to serve as its (and its Subsidiaries') independent certified public accountants ("StratosHoldings' Auditors") without MethodeContinental's prior written consent (which shall not be unreasonably withheld). (ii) Stratos Holdings shall use its reasonable best efforts to enable the Stratos' Holdings Auditors to complete their audit such that they will date their opinion on StratosHoldings' audited annual financial statements on the same date that MethodeContinental's independent certified public accountants ("MethodeContinental's Auditors") date their opinion on MethodeContinental's audited annual financial statements (the "Methode Continental Annual Statements"), and to enable Methode Continental to meet its timetable for the printing, filing and public dissemination of the Methode Continental Annual Statements. (iii) Stratos Holdings shall provide to Methode Continental on a timely basis all information that Methode Continental reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of the Methode Continental Annual Statements. Without limiting the generality of the foregoing, Stratos Holdings will provide all required financial information with respect to Stratos Holdings and its Subsidiaries to StratosHoldings' Auditors in a sufficient and reasonable time and in sufficient detail to permit StratosHoldings' Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to MethodeContinental's Auditors with respect to information to be included or contained in the Methode Continental Annual Statements. Continental will provide in a timely manner to Holdings all information that is reasonably necessary for Holdings to comply with this Section 5.1(b)(iii). (iv) Stratos Holdings shall authorize StratosHoldings' Auditors to make available to MethodeContinental's Auditors both the personnel who performed or are performing the annual audit of Stratos Holdings and work papers related to the annual audit of StratosHoldings, in all cases within a reasonable time prior to StratosHoldings' Auditors' opinion date, so that MethodeContinental's Auditors are able to perform the procedures they consider necessary to take responsibility for the work of StratosHoldings' Auditors as it relates to MethodeContinental's Auditors' report on Methode's statementsthe Continental Annual Statements, all within sufficient time to enable Methode Continental to meet its timetable for the printing, filing and public dissemination of the Methode Continental Annual Statements. (v) Stratos Holdings shall provide MethodeContinental's internal auditors access to StratosHoldings' and its Subsidiaries, books and records so that Methode Continental may conduct reasonable audits relating to the financial statements provided by Stratos Holdings pursuant hereto as well as to the internal accounting controls and operations of Stratos Holdings and its Subsidiaries. (vi) Stratos Holdings shall give Methode Continental as much prior notice as reasonably practical of any proposed determination of, or any significant changes in, its accounting estimates or accounting principles from those in effect on the date hereof. Stratos Holdings will consult with Methode Continental and, if requested by MethodeContinental, Stratos Holdings will consult with MethodeContinental's independent public accountants auditors with respect thereto. Stratos Holdings will not make any such determination or changes without MethodeContinental's prior written consent if such a determination or a change would be sufficiently material to be required to be disclosed in StratosHoldings' financial statements as filed with the SEC or otherwise publicly disclosed therein. (vii) Notwithstanding clause (vi) above, Stratos Holdings shall make any changes in its accounting estimates or accounting principles that are requested by Methode Continental in order for StratosHoldings' accounting estimates and principles to be consistent with those of MethodeContinental. Nothing in this Section 4.1 5.1 shall require Stratos Holdings to violate any agreement with any of its customers regarding the confidentiality of commercially sensitive information relating to that customer or its business; provided that in the event Stratos that Holdings is required under this Section 4.1 5.1 to disclose any such information, Stratos Holdings shall use all commercially reasonable efforts to seek to obtain such customer's consent to the disclosure of such information.

Auditors and Audits; Annual Statements and Accounting. Stratos agrees thatFor the Applicable Period (provided that the Company’s obligations pursuant to ‎Section 4.05(d) and ‎Section 4.05(e) shall continue beyond the Applicable Period to the extent any amendments to, for so long as Methode is required or restatements or modifications of, Parent Public Filings are necessary with respect to consolidate Stratos' results of operations and financial position or to account for its investment in Stratos under the equity method of accounting (in accordance with GAAPApplicable Period): (ia) Stratos shall Unless required by Law, the Company will not select a different accounting firm than Ernst & Young, LLP, KPMG (or its affiliate accounting firms) (unless so directed by Parent in accordance with a change by Parent in its accounting firm) to serve as its (and its Subsidiaries'the Company Affiliates’) independent certified public accountants ("Stratos' “Company Auditors"”) without Methode's Parent’s prior written consent (which shall not be unreasonably withheld)consent; provided, however, that, to the extent any such Company Affiliates are currently using a different accounting firm to serve as their independent certified public accountants, such Company Affiliates may continue to use such accounting firm provided such accounting firm is reasonably satisfactory to Parent. (iib) Stratos shall The Company will use its reasonable best efforts to enable the Stratos' Company Auditors to complete their audit or review (in the case of Parent’s quarterly financial statements) such that they will date their opinion or review on Stratos' audited annual financial statements the applicable Financial Statements on the same date that Methode's Parent’s independent certified public accountants ("Methode's “Parent Auditors"”) date their opinion or review on Methode's audited annual financial statements (the "Methode Annual corresponding Parent Financial Statements"), and to enable Methode Parent to meet its timetable for the printing, filing and public dissemination of the Methode Annual any Parent Financial Statements, all in accordance with ‎Section 4.01 hereof and as required by applicable Law. (iiic) Stratos The Company shall provide to Methode Parent on a timely basis all information that Methode reasonably requires required by Parent to meet its Parent’s schedule for the preparation, printing, filing, and public dissemination of the Methode Annual StatementsParent Financial Statements in accordance with ‎Section 4.01 hereof and as required by applicable Law. Without limiting the generality of the foregoing, Stratos the Company will provide all required financial information with respect to Stratos and its Subsidiaries the Lithium Group to Stratos' the Company Auditors in a sufficient and reasonable time and in sufficient detail to permit Stratos' the Company Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to Methode's the Parent Auditors with respect to information to be included or contained in the Methode Annual Parent Financial Statements. (ivd) Stratos shall The Company will authorize Stratos' the Company Auditors to make available to Methode's the Parent Auditors both the personnel who performed performed, or are performing performing, the annual audit and quarterly reviews of Stratos the Company and work papers related to the annual audit and quarterly reviews of Stratosthe Company, in all cases within a reasonable time prior to Stratos' the Company Auditors' ’ opinion date, so that Methode's the Parent Auditors are able to perform the procedures they consider necessary to take responsibility for the work of Stratos' the Company Auditors as it relates to Methode's the Parent Auditors' ’ report on Methode's Parent’s statements, all within sufficient time to enable Methode Parent to meet its timetable for the printing, filing and public dissemination of the Methode Annual Parent Financial Statements. (ve) Stratos shall At Parent’s request, the Company will provide Methode's internal auditors the Parent Auditors with access to Stratos' and its Subsidiaries, the books and records of the Company and the members of the Lithium Group so that Methode Parent may conduct reasonable audits relating to the financial statements provided by Stratos pursuant hereto the Company under this Agreement as well as relating to the internal accounting controls and operations of Stratos and its Subsidiariesthe Lithium Group, including in the event Parent determines in good faith that there may be some inaccuracy in any financial statements of the Company or any member of the Lithium Group provided to Parent pursuant to this Agreement or any deficiency in the internal accounting controls or operations of the Company or any member of the Lithium Group that could materially impact the Parent Financial Statements. (vif) Stratos shall The Company will give Methode Parent as much prior notice as reasonably practical of practicable of, and consult with Parent and, at Parent’s request, the Parent Auditors concerning, any proposed determination of, or any significant changes change in, its the Company’s accounting estimates or accounting principles from those in effect on the date hereofSeparation Date. Stratos will consult with Methode and, if requested by Methode, Stratos will consult with Methode's independent public accountants with respect thereto. Stratos The Company will not make any such determination or changes change without Methode's Parent’s prior written consent if such a determination or a change would be sufficiently material to be required to be disclosed in Stratos' the Company’s or Parent’s financial statements as filed with the SEC or otherwise publicly disclosed therein. (vii) . Notwithstanding clause (vi) abovethe foregoing, Stratos the Company shall make any changes in its accounting estimates that are requested by Parent in order for the Company’s accounting estimates to be consistent with those of Parent. (g) The Company shall not, without Parent’s prior written consent, make, or cause to be made, any modification or change to the accounting practices or principles of the Company as in effect as of the Separation Date; provided that the Company shall make any changes in its accounting practices or principles that are requested by Methode Parent in order for Stratos' the Company’s accounting estimates practices and principles to be consistent with those of Methode. Nothing Parent. (h) The Company will report in this Section 4.1 shall require Stratos reasonable detail to violate Parent the following events or circumstances promptly after any agreement with executive officer of the Company or any member of its customers regarding the confidentiality Company Board becomes aware of commercially sensitive information relating to that customer or its business; provided that such matter: (A) all significant deficiencies and material weaknesses in the event Stratos is required under this design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting; (C) any illegal act within the meaning of Section 4.1 10A(b) and (f) of the Exchange Act; and (D) any report of a material violation of Law that an attorney representing any Lithium Group member has formally made to disclose any such information, Stratos shall use all commercially reasonable efforts to seek to obtain such customer's consent officers or directors of the Company pursuant to the disclosure of such informationSEC’s attorney conduct rules (17 C.F.R. Part 205).

Auditors and Audits; Annual Statements and Accounting. Stratos Propel agrees that, for so long as Methode Motorola is required to consolidate Stratos' Propel's results of operations and financial position or to account for its investment in Stratos Propel under the equity method of accounting (in accordance with GAAPgenerally accepted accounting principles): (i) Stratos Propel shall not select a different accounting firm than Ernst & Young, LLP, KPMG LLP (unless directed to by Motorola in accordance with a change by Motorola in its accounting firm) to serve as its (and its Subsidiariesthe Propel Affiliates') independent certified public accountants ("Stratos' AuditorsPROPEL'S AUDITORS") without MethodeMotorola's prior written consent (which shall not be unreasonably withheld); provided that to the extent any such Propel Affiliates are currently using a different accounting firm to serve as their independent certified public accountants, such Propel Affiliates may continue to use such accounting firm provided such accounting firm is reasonably satisfactory to Motorola. (ii) Stratos Propel shall use its reasonable best efforts to enable the Stratos' Propel Auditors to complete their audit such that they will date their opinion on Stratos' Propel's audited annual financial statements on the same date that MethodeMotorola's independent certified public accountants ("Methode's AuditorsMOTOROLA'S AUDITORS") date their opinion on MethodeMotorola's audited annual financial statements (the "Methode Annual StatementsMOTOROLA ANNUAL STATEMENTS"), and to enable Methode Motorola to meet its timetable for the printing, filing and public dissemination of the Methode Motorola Annual Statements. (iii) Stratos Propel shall provide to Methode Motorola on a timely basis all information that Methode Motorola reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of the Methode Motorola Annual Statements. Without limiting the generality of the foregoing, Stratos Propel will provide all required financial information with respect to Stratos Propel and its Subsidiaries the Propel Affiliates to Stratos' Propel's Auditors in a sufficient and reasonable time and in sufficient detail to permit Stratos' Propel's Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to MethodeMotorola's Auditors with respect to information to be included or contained in the Methode Motorola Annual Statements. (iv) Stratos Propel shall authorize Stratos' Propel's Auditors to make available to MethodeMotorola's Auditors both the personnel who performed performed, or are performing performing, the annual audit of Stratos Propel and work papers related to the annual audit of StratosPropel, in all cases within a reasonable time prior to Stratos' Propel's Auditors' opinion date, so that MethodeMotorola's Auditors are able to perform the procedures they consider necessary to take responsibility for the work of Stratos' Propel's Auditors as it relates to MethodeMotorola's Auditors' report on MethodeMotorola's statements, all within sufficient time to enable Methode Motorola to meet its timetable for the printing, filing and public dissemination of the Methode Motorola Annual Statements. (v) Stratos Propel shall provide MethodeMotorola's internal auditors with access to Stratos' Propel's and its Subsidiariesthe Propel Affiliates, books and records so that Methode Motorola may conduct reasonable audits relating to the financial statements provided by Stratos Propel pursuant hereto as well as to the internal accounting controls and operations of Stratos Propel and its Subsidiariesthe Propel Affiliates. (vi) Stratos Propel shall give Methode Motorola as much prior notice as reasonably practical of any proposed determination of, or any significant changes in, its accounting estimates or accounting principles from those in effect on the date hereof. Stratos Propel will consult with Methode Motorola and, if requested by MethodeMotorola, Stratos Propel will consult with MethodeMotorola's independent public accountants with respect thereto. Stratos Propel will not make any such determination or changes without MethodeMotorola's prior written consent if such a determination or a change would be sufficiently material to be required to be disclosed in Stratos' Propel's financial statements as filed with the SEC or otherwise publicly disclosed therein. (vii) Notwithstanding clause (vi) above, Stratos Propel shall make any changes in its accounting estimates or accounting principles that are requested by Methode Motorola in order for Stratos' Propel's accounting estimates practices and principles to be consistent with those of MethodeMotorola. Nothing in this Section 4.1 SECTION 5.1 shall require Stratos Propel to violate any agreement with any of its customers regarding the confidentiality of commercially sensitive information relating to that customer or its business; provided that in the event Stratos that Propel is required under this Section 4.1 SECTION 5.1 to disclose any such information, Stratos Propel shall use all commercially reasonable efforts to seek to obtain such customer's consent to the disclosure of such information.

Auditors and Audits; Annual Statements and Accounting. Stratos agrees that(a) Unless required by law, for so long as Methode is required to consolidate Stratos' results of operations and financial position or to account for its investment in Stratos under the equity method of accounting (in accordance with GAAP): (i) Stratos shall Tronox will not select a different accounting firm than Ernst & Young, LLP, Young LLP (or its affiliate accounting firms) (unless so directed by Parent in accordance with a change by Parent in its accounting firm) to serve as its (and its Subsidiariesthe Tronox Affiliates') independent certified public accountants ("Stratos' Tronox's Auditors") without MethodeParent's prior written consent (which shall will not be unreasonably withheld); provided, however, that, to the extent any such Tronox Affiliates are currently using a different accounting firm to serve as their independent certified public accountants, such Tronox Affiliates may continue to use such accounting firm provided such accounting firm is reasonably satisfactory to Parent. (iib) Stratos shall Tronox will use its commercially reasonable best efforts to enable the Stratos' Tronox's Auditors to complete their audit such that they will date their opinion on Stratos' audited annual financial statements the Annual Financial Statements on the same date that MethodeParent's independent certified public accountants ("MethodeParent's Auditors") date their opinion on MethodeParent's audited annual financial statements (the "Methode Parent Annual Statements"), and to enable Methode Parent to meet its timetable for the printing, filing and public dissemination of the Methode Parent Annual Statements, all in accordance with Article VI hereof and as required by applicable law. (iiic) Stratos shall Tronox will provide to Methode Parent on a timely basis all information that Methode Parent reasonably requires to meet its schedule for the preparation, printing, filing, and public dissemination of the Methode Parent Annual StatementsStatements in accordance with Article VI hereof and as required by applicable law. Without limiting the generality of the foregoing, Stratos Tronox will provide all required financial information with respect to Stratos and its Subsidiaries the Tronox Group to Stratos' Tronox's Auditors in a sufficient and reasonable time and in sufficient detail to permit Stratos' Tronox's Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to MethodeParent's Auditors with respect to information to be included or contained in the Methode Parent Annual Statements. (ivd) Stratos shall Tronox will authorize Stratos' Tronox's Auditors to make available to MethodeParent's Auditors both the personnel who performed performed, or are performing performing, the annual audit of Stratos Tronox and work papers related to the annual audit of StratosTronox, in all cases within a reasonable time prior to Stratos' Tronox's Auditors' opinion date, so that MethodeParent's Auditors are able to perform the procedures they consider necessary to take responsibility for the work of Stratos' Tronox's Auditors as it relates to MethodeParent's Auditors' report on MethodeParent's statements, all within sufficient time to enable Methode Parent to meet its timetable for the printing, filing and public dissemination of the Methode Parent Annual Statements. (ve) Stratos shall If Parent determines in good faith that there may be some inaccuracy in a Tronox Group member's financial statements or deficiency in a Tronox Group member's internal accounting controls or operations that could materially impact Parent's financial statements, at Parent's request, Tronox will provide MethodeParent's internal auditors with access to Stratos' and its Subsidiaries, the Tronox Group's books and records so that Methode Parent may conduct reasonable audits relating to the financial statements provided by Stratos pursuant hereto Tronox under this Agreement as well as to the internal accounting controls and operations of Stratos and its Subsidiariesthe Tronox Group. (vi) Stratos shall give Methode as much prior notice as reasonably practical of any proposed determination of, or any significant changes in, its accounting estimates or accounting principles from those in effect on the date hereof. Stratos will consult with Methode and, if requested by Methode, Stratos will consult with Methode's independent public accountants with respect thereto. Stratos will not make any such determination or changes without Methode's prior written consent if such a determination or a change would be sufficiently material to be required to be disclosed in Stratos' financial statements as filed with the SEC or otherwise publicly disclosed therein. (vii) Notwithstanding clause (vi) above, Stratos shall make any changes in its accounting estimates or accounting principles that are requested by Methode in order for Stratos' accounting estimates and principles to be consistent with those of Methode. Nothing in this Section 4.1 shall require Stratos to violate any agreement with any of its customers regarding the confidentiality of commercially sensitive information relating to that customer or its business; provided that in the event Stratos is required under this Section 4.1 to disclose any such information, Stratos shall use all commercially reasonable efforts to seek to obtain such customer's consent to the disclosure of such information.

Auditors and Audits; Annual Statements and Accounting. Stratos Entertainment agrees that, that for its 2005 fiscal year and for all fiscal years thereafter for so long as Methode CCU is required to consolidate Stratos' the results of operations and financial position or to account for its investment in Stratos under of Entertainment and any members of the equity method Entertainment Group with the results of accounting operations and financial position of CCU (in accordance with GAAPGAAP and consistent with SEC reporting requirements): (ia) Stratos shall Unless required by law or as directed by CCU in accordance with a change by CCU in its accounting firm, Entertainment will not select a different accounting firm than Ernst & Young, LLP, Young LLP (or its affiliate accounting firms) to serve as its (and its Subsidiaries') the Entertainment Group’s independent certified public accountants ("Stratos' the “Entertainment Auditors") ”), without Methode's CCU’s prior written consent (which shall will not be unreasonably withheld); provided, however, that, to the extent any members of the Entertainment Group are currently using a different accounting firm to serve as their independent certified public accountants, such members of the Entertainment Group may continue to use such accounting firm provided such accounting firm is reasonably satisfactory to CCU. (iib) Stratos shall Entertainment will use its commercially reasonable best efforts to enable the Stratos' Entertainment Auditors to complete their audit such that they will be able to date their opinion on Stratos' audited annual financial statements on the same date that Methode's independent certified public accountants ("Methode's Auditors") date their opinion on Methode's Entertainment’s audited annual financial statements (the "Methode “Entertainment Annual Statements"”) on the same date that CCU’s independent certified public accountants (the “CCU Auditors”) date their opinion on CCU’s audited annual financial statements (the “CCU Annual Statements”), and to enable Methode CCU to meet its timetable schedule for the printing, filing and public dissemination of the Methode CCU Annual Statements, as required by applicable law. (iiic) Stratos shall Entertainment will provide to Methode CCU on a timely basis all information that Methode CCU reasonably requires to meet its schedule for the preparation, printing, filing, filing and public dissemination of the Methode CCU Annual StatementsStatements and CCU’s financial statements included in its Quarterly Reports on Form 10-Q as required by applicable law. Without limiting the generality of the foregoing, Stratos Entertainment will provide all required financial information with respect to Stratos and its Subsidiaries the Entertainment Group to Stratos' the Entertainment Auditors in a sufficient and reasonable time and in sufficient detail to permit Stratos' the Entertainment Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to Methode's the CCU Auditors with respect to information to be included or contained in the Methode CCU Annual Statements. (ivd) Stratos shall Entertainment will authorize Stratos' the Entertainment Auditors to make available to Methode's the CCU Auditors both the personnel who performed performed, or are performing performing, the annual audit of Stratos and Entertainment as well as the work papers related to the annual audit of StratosEntertainment, in all cases within a reasonable time prior to Stratos' the date of the Entertainment Auditors' ’ opinion dateon the Entertainment Annual Financial Statements, so that Methode's the CCU Auditors are able to perform the procedures they consider necessary to take responsibility for the work of Stratos' the Entertainment Auditors as it relates to Methode's the CCU Auditors' ’ report on Methode's statementsthe CCU Annual Statements, all within sufficient time to enable Methode CCU to meet its timetable schedule for the preparation, printing, filing and public dissemination of the Methode CCU Annual Statements. (ve) Stratos shall If CCU determines in good faith that there may be any inaccuracy in an Entertainment Group member’s financial statements or deficiency in an Entertainment Group member’s internal accounting controls or operations that could materially impact CCU’s financial statements, at CCU’s request, Entertainment will provide Methode's CCU’s internal auditors with access to Stratos' and its Subsidiaries, the Entertainment Group’s books and records so that Methode CCU may conduct reasonable audits relating to the financial statements provided by Stratos pursuant hereto Entertainment under this Agreement as well as to the internal accounting controls and operations of Stratos and its Subsidiariesthe Entertainment Group. (vif) Stratos shall Entertainment will give Methode CCU as much prior notice as reasonably practical practicable of any proposed determination of, or any significant changes in, its Entertainment’s accounting estimates or accounting principles from those in effect on the date hereofDistribution Date. Stratos Entertainment will consult with Methode CCU and, if requested by MethodeCCU, Stratos Entertainment will consult with Methode's independent public accountants the CCU Auditors with respect thereto. Stratos will not make any such determination or changes without Methode's prior written consent if such a determination or a change would be sufficiently material to be required to be disclosed in Stratos' financial statements as filed with the SEC or otherwise publicly disclosed therein. (vii) Notwithstanding clause (vi) above, Stratos shall make any changes in its accounting estimates or accounting principles that are requested by Methode in order for Stratos' accounting estimates and principles to be consistent with those of Methode. Nothing in this Section 4.1 shall require Stratos to violate any agreement with any of its customers regarding the confidentiality of commercially sensitive information relating to that customer or its business; provided that in the event Stratos is required under this Section 4.1 to disclose any such information, Stratos shall use all commercially reasonable efforts to seek to obtain such customer's consent to the disclosure of such information.