Common use of Annual Financials Clause in Contracts

Annual Financials. As soon as available and in any event no later than 90 days (or 105 days with respect to the Fiscal Year ending December 31, 2010) following the end of the Fiscal Year, a copy of the annual audit report for such Fiscal Year, including therein a Consolidated balance sheet of the Company and its Subsidiaries as of the end of such Fiscal Year and Consolidated statements of income and cash flows of the Company and its Subsidiaries for such Fiscal Year, in each case accompanied by (A) an opinion of independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and (B) a certificate of a Responsible Officer of the Company 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 Company has taken and proposes to take with respect thereto, together with (if such Fiscal Year ended during a Testing Period) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used in determining, as of the end of such Fiscal Year, compliance with the covenant contained in Section 5.04; provided that, in the event of any change in GAAP used in the preparation of such financial statements, the Company shall also provide, if necessary for the determination of compliance with Section 5.04 and a Testing Period has commenced and is continuing, a statement of reconciliation conforming such financial statements to 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 the aforementioned financial statements) at such time shall be deemed satisfied by delivery at such time of a complete draft of the Company’s Form 10-K and delivery of such opinion not later than 120 days following the end of such Fiscal Year.

Annual Financials. As soon as available and in any event no later than within 90 days (or 105 days with respect to the Fiscal Year ending December 31, 2010) following after the end of the each Fiscal Year, a copy of the annual audit report for such Fiscal Yearyear for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Company Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Company 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 (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 (Biii) a certificate of a Responsible Officer the chief financial officer of the Company 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 Company Borrower has taken and proposes to take with respect thereto, together with (if such Fiscal Year ended during a Testing Period) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used in determining, as of the end of such Fiscal Year, compliance with the covenant contained in Section 5.04; provided that, in the event of any change in GAAP used in the preparation of such financial statements, the Company shall also provide, if necessary for the determination of compliance with Section 5.04 and a Testing Period has commenced and is continuing, a statement of reconciliation conforming such financial statements to 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 the aforementioned financial statements) at such time shall be deemed satisfied by delivery at such time of a complete draft of the Company’s Form 10-K and delivery of such opinion not later than 120 days following the end of such Fiscal Year.

Annual Financials. As soon as available and in any event no later than 90 days (or 105 days with respect to the Fiscal Year ending December 31, 2010) following the end of the Fiscal Year, a copy of the annual audit report for such Fiscal Year, including therein a Consolidated balance sheet of the Company Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated statements of income and cash flows of the Company Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (A) an opinion of independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and (B) a certificate of a Responsible Officer of the Company 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 Company Borrower has taken and proposes to take with respect thereto, together with (if such Fiscal Year ended during a Testing Period) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used in determining, as of the end of such Fiscal Year, compliance with the covenant covenants contained in Section 5.04; provided that, in the event of any change in GAAP used in the preparation of such financial statements, the Company Borrower shall also provide, if necessary for the determination of compliance with Section 5.04 and a Testing Period has commenced and is continuing5.04, a statement of reconciliation conforming such financial statements to GAAP; provided further that in the event the CompanyBorrower’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 the aforementioned financial statements) at such time shall be deemed satisfied by delivery at such time of a complete draft of the CompanyBorrower’s Form 10-K and delivery of such opinion not later than 120 days following the end of such Fiscal Year.. Chemtura (Term Loan) Credit Agreement

Annual Financials. (i) As soon as available and in any event no later than 90 within 120 days (or 105 days with respect to the Fiscal Year ending December 31, 2010) following after the end of the each Fiscal Year, a copy of the annual audit report for such Fiscal Yearyear for MII and its Subsidiaries, including therein a Consolidated balance sheet sheets of the Company MII and its Subsidiaries as of the end of such Fiscal Year and Consolidated statements of income and cash flows of the Company MII and its Subsidiaries for such Fiscal Year, in each case accompanied by (A) an opinion of Pricewaterhouse Coopers LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and Required Lenders that the consolidated financial statements of MII are prepared in accordance with generally accepted accounting principles, together with (Bi) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of MII 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 an Event of Default has occurred and is continuing, or if, in the opinion of such accounting firm, an Event of Default has occurred and is continuing, a Responsible statement as to the nature thereof, (ii) a schedule in form reasonably satisfactory to the Required Lenders of the computations used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, MII 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 Company MII stating that no Event of Default has occurred and is continuing or, if a an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that the Company MII has taken and proposes to take with respect thereto, together with (if such Fiscal Year ended during a Testing Period) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used in determining, as of the end of such Fiscal Year, compliance with the covenant contained in Section 5.04; provided that, in the event of any change in GAAP used in the preparation of such financial statements, the Company shall also provide, if necessary for the determination of compliance with Section 5.04 and a Testing Period has commenced and is continuing, a statement of reconciliation conforming such financial statements to 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 the aforementioned financial statements) at such time shall be deemed satisfied by delivery at such time of a complete draft of the Company’s Form 10-K and delivery of such opinion not later than 120 days following the end of such Fiscal Year.

Annual Financials. As soon as available and in any event no later than 90 days (or 105 days with respect to the Fiscal Year ending December 31, 2010statements of income will be unaudited) following the end of the Fiscal Year, a copy of the annual audit report for such Fiscal Year, including therein a Consolidated balance sheet of the Company and its Subsidiaries as of the end of such Fiscal Year and Consolidated statements of income and a Consolidated statement of cash flows of the Company Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (A) an opinion acceptable to the Required Lenders of Ernst & Young or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and Required Lenders, together with (Bi) a certificate of a Responsible Officer such accounting firm to the Lender Parties stating that in the course of the Company 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, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in substantially the form 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 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 Treasurer 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 Company Borrower has taken and proposes to take with respect thereto, together with (if such Fiscal Year ended during a Testing Period) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used in determining, as of the end of such Fiscal Year, compliance with the covenant contained in Section 5.04; provided that, in the event of any change in GAAP used in the preparation of such financial statements, the Company shall also provide, if necessary for the determination of compliance with Section 5.04 and a Testing Period has commenced and is continuing, a statement of reconciliation conforming such financial statements to 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 the aforementioned financial statements) at such time shall be deemed satisfied by delivery at such time of a complete draft of the Company’s Form 10-K and delivery of such opinion not later than 120 days following the end of such Fiscal Year.

Annual Financials. As soon as available and in any event no later than 90 within 120 days after the end of each Fiscal Year (or 105 days with respect to including the Fiscal Year ending ended December 31, 2010) following the end of the Fiscal Year2005), a copy of the annual audit report for such Fiscal Yearyear for the Borrower and its Subsidiaries, including therein a Consolidated balance sheet of the Company Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statements statement of income and a Consolidated statement of cash flows of the Company Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (A) an opinion acceptable to the Required Lenders of Deloitte & Touche LLP or other independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and Required Lenders, together with (Bi) a certificate of a Responsible Officer such accounting firm to the Lender Parties stating that in the course of the Company 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, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form satisfactory to the Paying Agent of the computations, if any, used by such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in 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 default has occurred and is continuing, a statement as to the nature thereof and the action that the Company Borrower has taken and proposes to take with respect thereto, together with (if such Fiscal Year ended during a Testing Period) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used in determining, as of the end of such Fiscal Year, compliance with the covenant contained in Section 5.04; provided that, in the event of any change in GAAP used in the preparation of such financial statements, the Company shall also provide, if necessary for the determination of compliance with Section 5.04 and a Testing Period has commenced and is continuing, a statement of reconciliation conforming such financial statements to 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 the aforementioned financial statements) at such time shall be deemed satisfied by delivery at such time of a complete draft of the Company’s Form 10-K and delivery of such opinion not later than 120 days following the end of such Fiscal Year.

Annual Financials. As soon as available and in any event no later than 90 within 120 days (or 105 days with respect to the Fiscal Year ending December 31, 2010) following after the end of the Fiscal Yeareach fiscal year, a copy of the annual audit report for such Fiscal Yearyear for the Borrower and its Subsidiaries, including therein a Consolidated and consolidating balance sheet of the Company Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and a Consolidated statements and consolidating statement of income and a Consolidated statement of cash flows of the Company Borrower and its Subsidiaries for such Fiscal Yearfiscal year, in each case accompanied by (A) an opinion acceptable to the Required Lenders of Deloitte or other independent public accountants of recognized national standing reasonably 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, or if, in the opinion of such accounting firm, 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 Cxxxxxx Credit Agreement such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles 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 (Biii) a certificate of a Responsible Officer the Vice President-Finance or Treasurer of the Company 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 Company Borrower has taken and proposes to take with respect thereto, together with (if such Fiscal Year ended during a Testing Period) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used in determining, as of the end of such Fiscal Year, compliance with the covenant contained in Section 5.04; provided that, in the event of any change in GAAP used in the preparation of such financial statements, the Company shall also provide, if necessary for the determination of compliance with Section 5.04 and a Testing Period has commenced and is continuing, a statement of reconciliation conforming such financial statements to 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 the aforementioned financial statements) at such time shall be deemed satisfied by delivery at such time of a complete draft of the Company’s Form 10-K and delivery of such opinion not later than 120 days following the end of such Fiscal Year.

Annual Financials. As soon as available and in any event no later than 90 days (or 105 days with respect to the Fiscal Year ending December 31, 2010) following the end of the Fiscal Year, a copy of the annual audit report for such Fiscal Year, including therein a Consolidated balance sheet of the Company Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated statements of income and cash flows of the Company Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (A) an opinion of independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and (B) a certificate of a Responsible Officer of the Company 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 Company Borrower has taken and proposes to take with respect thereto, together with (if such Fiscal Year ended during a Testing Period) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used in determining, as of the end of such Fiscal Year, compliance with the covenant covenants contained in Section Sections 5.02(k) and 5.04; provided that, in the event of any change in GAAP used in the preparation of such financial statements, the Company Borrower shall also provide, if necessary for the determination of compliance with Section 5.04 5.02(k) and a Testing Period has commenced and is continuing5.04, a statement of reconciliation conforming such financial statements to GAAP; provided further that in the event the CompanyBorrower’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 the aforementioned financial statements) at such time shall be deemed satisfied by delivery at such time of a complete draft of the CompanyBorrower’s Form 10-K and delivery of such opinion not later than 120 days following the end of such Fiscal Year.

Annual Financials. (i) As soon as available and in any event no later than within 90 days (or 105 days with respect to the Fiscal Year ending December 31, 2010) following after the end of the each Fiscal Year, a copy of the annual audit report for such Fiscal Yearyear for the Financial Covenants Parties, including therein a Consolidated and consolidating balance sheet sheets of the Company and its Subsidiaries Financial Covenants Parties as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Company and its Subsidiaries Financial Covenants Parties for such Fiscal Year, in each case accompanied by (A) an opinion acceptable to the Required Lenders of independent public accountants of recognized national standing reasonably acceptable to the Required Lenders 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 Financial 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, or if, in the opinion of such accounting firm, 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 Section 5.04, provided that, in the event of any change in GAAP used in the preparation of such financial statements, the 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 (Biii) a certificate of a Responsible the Chief Financial Officer of the Company applicable Financial Covenants Party 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 Company applicable Financial Covenants Party has taken and proposes to take with respect thereto, together with (if such Fiscal Year ended during a Testing Period) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used in determining, as of the end of such Fiscal Year, compliance with the covenant contained in Section 5.04; provided that, in the event of any change in GAAP used in the preparation of such financial statements, the Company shall also provide, if necessary for the determination of compliance with Section 5.04 and a Testing Period has commenced and is continuing, a statement of reconciliation conforming such financial statements to 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 the aforementioned financial statements) at such time shall be deemed satisfied by delivery at such time of a complete draft of the Company’s Form 10-K and delivery of such opinion not later than 120 days following the end of such Fiscal Year.

Annual Financials. As soon as available and in any event no later than within ----------------- 90 days (or 105 days with respect to the Fiscal Year ending December 31, 2010) following after the end of the each Fiscal Year, a copy of the annual audit report for such Fiscal Yearyear for the Financial Covenants Parties, including therein a Consolidated and consolidating balance sheet sheets of the Company and its Subsidiaries Financial Covenants Parties as of the end of such Fiscal Year and Consolidated and consolidating statements of income and a Consolidated statement of cash flows of the Company and its Subsidiaries Financial Covenants Parties for such Fiscal Year, in each case accompanied by (A) an opinion acceptable to the Required Lenders of independent public accountants of recognized national standing reasonably acceptable to the Required Lenders 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 Financial 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, or if, in the opinion of such accounting firm, 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 Section 5.04, provided that, in the event of any change in GAAP used in the preparation of such financial statements, the 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 (Biii) a certificate of a Responsible the Chief Financial Officer of the Company applicable Financial Covenants Party 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 Company applicable Financial Covenants Party has taken and proposes to take with respect thereto, together with (if such Fiscal Year ended during a Testing Period) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used in determining, as of the end of such Fiscal Year, compliance with the covenant contained in Section 5.04; provided that, in the event of any change in GAAP used in the preparation of such financial statements, the Company shall also provide, if necessary for the determination of compliance with Section 5.04 and a Testing Period has commenced and is continuing, a statement of reconciliation conforming such financial statements to 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 the aforementioned financial statements) at such time shall be deemed satisfied by delivery at such time of a complete draft of the Company’s Form 10-K and delivery of such opinion not later than 120 days following the end of such Fiscal Year.

Annual Financials. As soon as available and in any event no later than 90 days (or 105 days with respect to the Fiscal Year ending December 31, 2010) following the end of the Fiscal Year, a copy of the annual audit report for such Fiscal Year, including therein a Consolidated balance sheet of the Company Borrower and its Subsidiaries as of the end of such Fiscal Year and Consolidated statements of income and cash flows of the Company Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by (A) an opinion of independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and (B) a certificate of a Responsible Officer of the Company 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 Company Borrower has taken and proposes to take with respect thereto, together with (if such Fiscal Year ended during a Testing Period) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used in determining, as of the end of such Fiscal Year, compliance with the covenant covenants contained in Section 5.04; provided that, in the event of any change in GAAP used in the preparation of such financial statements, the Company Borrower shall also provide, if necessary for the determination of compliance with Section 5.04 and a Testing Period has commenced and is continuing5.04, a statement of reconciliation conforming such financial statements to GAAP; provided further that in the event the CompanyBorrower’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 the aforementioned financial statements) at such time shall be deemed satisfied by delivery at such time of a complete draft of the CompanyBorrower’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 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 and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.