Common use of Annual Financials Clause in Contracts

Annual Financials. As soon as available and in any event within 95 days after the end of each Fiscal Year, a copy of the annual report for such year for Crompton Corp. and its Subsidiaries, including therein a Consolidated balance sheet of Crompton Corp. 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 Crompton Corp. and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of KPMG Peat Marwick LLP or other independent public accountants of recognized standing acceptable to the Required Lenders, and a Consolidated and, to the extent otherwise available, consolidating balance sheets of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries as of the end of such Fiscal Year and Consolidated and, to the extent otherwise available, consolidating statements of income and a Consolidated statement of cash flows of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified by the chief financial officer or treasurer of such Borrower as having been prepared in accordance with GAAP, 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 Crompton Corp. 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 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) and (b), provided that in the event of any change in GAAP used in the preparation of such financial statements, Crompton Corp. 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 each 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 such Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year Fiscal Year for Crompton Corp. the Borrower and its Subsidiaries, including therein a the Consolidated balance sheet sheets of Crompton Corp. the Borrower and its Subsidiaries as of the end of such Fiscal Year and a Consolidated statement statements of income or operations, stockholders’ equity and a Consolidated statement of cash flows of Crompton Corp. the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an unqualified opinion or an opinion otherwise reasonably acceptable to the Required Lenders of KPMG Peat Marwick PricewaterhouseCoopers LLP or other independent public accountants of nationally recognized standing acceptable to standing, setting forth in comparative form, in the Required Lenderscase of each such Consolidated balance sheet, and a Consolidated and, to the extent otherwise available, consolidating balance sheets of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries corresponding figures as of the end last day of such the immediately preceding Fiscal Year and Consolidated Year, and, to in the extent otherwise available, consolidating statements case of income and a each such Consolidated statement of income or operations, stockholders’ equity and cash flows of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries flows, the corresponding figures for such the corresponding period in the immediately preceding Fiscal Year, all in reasonable detail and duly certified by the chief financial officer or treasurer of such Borrower as having been prepared in accordance with GAAP, together with (i) a certificate letter from PricewaterhouseCoopers LLP or such independent public accountants of such accounting firm to the Lender Parties nationally recognized standing stating that that, in the course of the their regular audit of the business Consolidated financial statements of Crompton Corp. the Borrower and its Subsidiaries, which audit was conducted by such accounting firm accountants in accordance with generally accepted auditing standards, such accounting firm has accountants have not obtained no any knowledge that a an Event of Default has occurred and is continuing, continuing under Section 6.14 or if, in the opinion of such accounting firmaccountants, a an Event of Default has occurred and is continuingcontinuing under Section 6.14, a statement as to the status and nature thereof, thereof and (ii) a schedule in form satisfactory to the 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) and (b), provided that in the event of any change in GAAP the generally accepted accounting principles used by such accountants in the preparation of the Consolidated financial statements of the Borrower and its Subsidiaries referred to above in this Section 6.13(c) from GAAP, such financial statements, Crompton Corp. accountants shall also provide, if necessary for the determination provide a reasonably detailed description 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 each 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 such Borrower has taken and proposes to take with respect theretochanges.

Annual Financials. (i) As soon as available and in any event within 95 90 days after the end of each Fiscal Year (or, if earlier, within five Business Days after such date as the Parent is required to file its annual report on Form 10-K for such Fiscal Year with the Securities and Exchange Commission), a copy of the annual Consolidated audit report for such year for the Parent and its Subsidiaries, including therein a Consolidated balance sheet of the Parent and its Subsidiaries as of the end of such Fiscal Year and Consolidated statements of income and cash flows of the Parent and its Subsidiaries for such Fiscal Year, all reported on in a manner reasonably acceptable to the Securities and Exchange Commission in each case and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public accountants of recognized standing reasonably acceptable to the Required Banks, together with (i) a certificate of the Chief Financial Officer, Chief Accounting Officer or Chief Compliance Officer of the Parent 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 Parent has taken a proposes to take with respect thereto, and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04. (ii) As soon as available and in any event within 120 days after the end of each Fiscal Year, a copy of the annual Consolidated audit report for such year for Crompton Corp. each Subsidiary Guarantor and its Subsidiaries, including therein a Consolidated balance sheet of Crompton Corp. such Subsidiary Guarantor 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 Crompton Corp. such Subsidiary Guarantor and its Subsidiaries for such Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, in each case accompanied by an opinion acceptable to the Required Lenders Banks of KPMG Peat Marwick PricewaterhouseCoopers LLP or other independent public accountants of recognized standing acceptable to the Required Lenders, and a Consolidated and, to the extent otherwise available, consolidating balance sheets of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries as of the end of such Fiscal Year and Consolidated and, to the extent otherwise available, consolidating statements of income and a Consolidated statement of cash flows of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified by the chief financial officer or treasurer of such Borrower as having been prepared in accordance with GAAP, 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 Crompton Corp. 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 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) and (b), provided that in the event of any change in GAAP used in the preparation of such financial statements, Crompton Corp. 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 Banks. (iii) a certificate As soon as available and in any event within 20 days after submission, each statutory statement of the chief financial officer Loan Parties (or treasurer any of each Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as them) in the form submitted to the nature thereof and Supervisor of Insurance, the action that such Borrower has taken and proposes to take with respect theretoInsurance Division of the Bermuda Monetary Authority.

Annual Financials. As soon as available and in any event within 95 90 ----------------- days after the end of each Fiscal Year, a copy of the annual audit report for such year for Crompton Corp. the Borrower and its Subsidiaries, including therein a Consolidated and consolidating balance sheet sheets of Crompton Corp. the Borrower and its Subsidiaries 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 Crompton Corp. the Borrower and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of KPMG Peat Marwick LLP Coopers & Xxxxxxx L.L.P. or other independent public accountants of recognized standing acceptable to the Required Lenders, and a Consolidated and, to the extent otherwise available, consolidating balance sheets of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries as of the end of such Fiscal Year and Consolidated and, to the extent otherwise available, consolidating statements of income and a Consolidated statement of cash flows of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified by the chief financial officer or treasurer of such Borrower as having been prepared in accordance with GAAP, 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 Crompton Corp. 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 such accountants in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Sections 5.04(a) and through (bf), provided that in the event of any change in GAAP used in the preparation of -------- such financial statements, Crompton Corp. 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 each 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 such the Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 days after the end of each Fiscal Year, a copy of the annual report for such year for Crompton Corp. and its Subsidiaries, including therein a Consolidated balance sheet of Crompton Corp. 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 Crompton Corp. and its Subsidiaries for such Fiscal Year, in each case accompanied by an opinion acceptable to the Required Lenders of KPMG Peat Marwick LLP or other independent public accountants of recognized standing acceptable to the Required Lenders, and a Consolidated and, to the extent otherwise available, consolidating balance sheets of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries as of the end of such Fiscal Year and Consolidated and, to the extent otherwise available, consolidating statements of income and a Consolidated statement of cash flows of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified by the chief financial officer or treasurer of such Borrower as having been prepared in accordance with GAAP, 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 Crompton Corp. 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 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) and (b), provided that in the event of any change in GAAP used in the preparation of such financial statements, Crompton Corp. 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 each Borrower Crompton Corp. 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 such Borrower has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Yearfiscal year of the Guarantor, (i) a copy of the annual audit report for such year for Crompton Corp. the Guarantor and its Subsidiaries, including therein a Consolidated balance sheet sheets of Crompton Corp. the Guarantor and its Subsidiaries as of the end of such Fiscal Year fiscal year and a Consolidated statement statements of income and a Consolidated statement of cash flows of Crompton Corp. the Guarantor and its Subsidiaries for such Fiscal Yearfiscal year, in each case accompanied by an opinion acceptable to the Required Lenders of KPMG Peat Marwick Ernst & Young LLP or other independent public accountants of recognized standing acceptable to the Required Lenders, Lenders and (ii) a Consolidated and, to unaudited balance sheet of the extent otherwise available, consolidating balance sheets Borrower and its Subsidiaries and of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries the Joint Venture Company as of the end of such Fiscal Year fiscal year and Consolidated and, to the extent otherwise available, consolidating unaudited statements of income and a Consolidated statement of cash flows of Crompton Corp. the Borrower and Uniroyal Corp. its Subsidiaries and their respective Subsidiaries of the Joint Venture Company for such Fiscal Year, all in reasonable detail and duly certified by the chief financial officer or treasurer of such Borrower as having been prepared in accordance with GAAPfiscal year, together with (iA) a certificate of such accounting firm to the Lender Parties Lenders stating that in the course of the regular audit of the business of Crompton Corp. the Guarantor 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, (iiB) a schedule in form satisfactory to the Agent Co-Agents of the computations used by such accountants in determining, as of the end of such Fiscal Yearfiscal year, compliance with the covenants contained in Sections 5.04(a) Section 5.04 and (b), provided that in the event of any change in GAAP used in the preparation of such financial statements, Crompton Corp. 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 (iiiC) a certificate of the chief financial officer or treasurer of each Borrower the Guarantor 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 such Borrower the Guarantor has taken and proposes to take with respect thereto.

Annual Financials. As soon as available and in any event within 95 not later than ninety-five (95) days after the end of each Fiscal YearYear of the Parent, a copy of the annual report for such year for Crompton Corp. and its Subsidiaries, including therein a Consolidated balance sheet sheets of Crompton Corp. the Parent and its Subsidiaries as of the end of such Fiscal Year and a the related Consolidated statement statements of income income, shareholders’ equity and a Consolidated statement of cash flows of Crompton Corp. the Parent and its Subsidiaries for such Fiscal Year, in each case accompanied and the corresponding figures as at the end of, and for, the preceding Fiscal Year, and audited and certified by an opinion KPMG, L.L.P. or other independent certified public accountants of nationally recognized standing reasonably acceptable to the Required Administrative Agent in an opinion, without qualification as to the scope or any other material qualification or exception, and including, if requested by the Administrative Agent, any management letters delivered by such accountants to the Parent in connection with such audit, together with (i) the unaudited consolidating financial statements of the Parent and its Subsidiaries as of such date or for such time period, as applicable, (ii) a Compliance Certificate duly executed by a Responsible Officer of the Parent, provided that the Compliance Certificate delivered for the first Fiscal Year following the Effective Date shall be on a pro forma basis adjusted for the refinancing and remortgaging to the Lenders of KPMG Peat Marwick LLP or other independent public accountants the Concord Property, and (iii) a certificate duly executed by a Responsible Officer of recognized standing the Parent which reflects in detail reasonably acceptable to the Required Lenders, and a Consolidated and, Administrative Agent the financial performance of the applicable Person related to the extent otherwise availablefinancial covenants contained in the documentation for any Permitted Other Indebtedness. As soon as available and in any event not later than 50 days after the end of each Fiscal Year of the Parent, consolidating balance sheets the Borrower will furnish to the Administrative Agent a draft Compliance Certificate duly executed by a Responsible Officer of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries as the Parent for such end of Fiscal Year financial statements. Such draft Compliance Certificate will be used for purposes of re-determining Status at the Status Reset Date following the end of such Fiscal Year. If the final Compliance Certificate delivered in connection with the financial statements for the end of such Fiscal Year and Consolidated and, to the extent otherwise available, consolidating statements of income and reflects a Consolidated statement of cash flows of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified by the chief financial officer or treasurer of such Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of such accounting firm to the Lender Parties stating different Status than that reflected in the course of draft Compliance Certificate, then (a) the regular audit of Borrower shall be deemed to have been at the business of Crompton Corp. 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, Status set forth in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to final Compliance Certificate since the nature thereof, (ii) a schedule in form satisfactory to the Agent of the computations used by such accountants in determining, as of Status Reset Date following the end of such the Fiscal Year, compliance with the covenants contained in Sections 5.04(a) Year and (b), provided that in the event of any change in GAAP used in the preparation ) within five (5) Business Days following delivery of such financial statementsfinal Compliance Certificate, Crompton Corp. shall also provideeither the Borrower will pay to the Lenders or the Lenders will pay to the Borrower, if necessary for as applicable, the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate amount of the chief financial officer or treasurer adjustment of each interest and fees payable by 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 under this Agreement because of such Borrower has taken and proposes to take with respect theretoadjustment in Status.

Annual Financials. As soon as available and in any event within 95 not later than ninety-five (95) days after the end of each Fiscal YearYear of the Parent, a copy of the annual report for such year for Crompton Corp. and its Subsidiaries, including therein a Consolidated balance sheet sheets of Crompton Corp. the Parent and its Subsidiaries as of the end of such Fiscal Year and a the related Consolidated statement statements of income income, shareholders’ equity and a Consolidated statement of cash flows of Crompton Corp. the Parent and its Subsidiaries for such Fiscal Year, in each case accompanied and the corresponding figures as at the end of, and for, the preceding Fiscal Year, and audited and certified by an opinion KPMG, L.L.P. or other independent certified public accountants of nationally recognized standing reasonably acceptable to the Required Lenders Administrative Agent in an opinion, without qualification as to the scope or any other material qualification or exception, and including, if requested by the Administrative Agent, any management letters delivered by such accountants to the Parent in connection with such audit, together with (i) the unaudited consolidating financial statements of KPMG Peat Marwick LLP the Parent and its Subsidiaries as of such date or other independent public accountants for such time period, as applicable, (ii) a Compliance Certificate duly executed by a Responsible Officer of recognized standing the Parent and (iii) a certificate duly executed by a Responsible Officer of the Parent which reflects in detail reasonably acceptable to the Required Lenders, and a Consolidated and, Administrative Agent the financial performance of the applicable Person related to the extent otherwise availablefinancial covenants contained in the documentation for any Permitted Other Indebtedness. As soon as available and in any event not later than 50 days after the end of each Fiscal Year of the Parent, consolidating balance sheets the Borrower will furnish to the Administrative Agent a draft Compliance Certificate duly executed by a Responsible Officer of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries as the Parent for such end of Fiscal Year financial statements. Such draft Compliance Certificate will be used for purposes of re-determining Status at the Status Reset Date following the end of such Fiscal Year. If the final Compliance Certificate delivered in connection with the financial statements for the end of such Fiscal Year and Consolidated and, to the extent otherwise available, consolidating statements of income and reflects a Consolidated statement of cash flows of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified by the chief financial officer or treasurer of such Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of such accounting firm to the Lender Parties stating different Status than that reflected in the course of draft Compliance Certificate, then (a) the regular audit of Borrower shall be deemed to have been at the business of Crompton Corp. 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, Status set forth in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to final Compliance Certificate since the nature thereof, (ii) a schedule in form satisfactory to the Agent of the computations used by such accountants in determining, as of Status Reset Date following the end of such the Fiscal Year, compliance with the covenants contained in Sections 5.04(a) Year and (b), provided that in the event of any change in GAAP used in the preparation ) within five (5) Business Days following delivery of such financial statementsfinal Compliance Certificate, Crompton Corp. shall also provideeither the Borrower will pay to the Lenders or the Lenders will pay to the Borrower, if necessary for as applicable, the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate amount of the chief financial officer or treasurer adjustment of each interest and fees payable by 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 under this Agreement because of such Borrower has taken and proposes to take with respect theretoadjustment in Status.

Annual Financials. As soon as available and in any event within 95 90 days after the end of each Fiscal Yearfiscal year of Borrower, a copy of the annual audit report for such year for Crompton Corp. Borrower and its Subsidiaries, including therein a Consolidated consolidated balance sheet of Crompton Corp. Borrower and its Subsidiaries as of the end of such Fiscal Year fiscal year and a Consolidated statement consolidated statements of income and a Consolidated statement of cash flows of Crompton Corp. Borrower and its Subsidiaries for such Fiscal Yearfiscal year, in each case accompanied by an opinion reasonably acceptable to the Required Lenders Foothill of KPMG Peat Marwick LLP or other independent a nationally recognized public accountants of recognized standing acceptable to the Required Lenders, and a Consolidated and, to the extent otherwise available, consolidating balance sheets of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries as of the end of such Fiscal Year and Consolidated and, to the extent otherwise available, consolidating statements of income and a Consolidated statement of cash flows of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified by the chief financial officer or treasurer of such Borrower as having been prepared in accordance with GAAPaccounting firm, together with (i) a certificate of such accounting firm to the Lender Parties Foothill stating that in the course of the regular audit of the business of Crompton Corp. 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, thereof and (ii) a schedule completed compliance certificate, in substantially the form satisfactory of Exhibit C-3, duly executed by the chief financial officer or the chief executive officer of Borrower. In addition, Borrower shall furnish to Foothill, as soon as available and in any event no later than 45 days after the Agent end of the computations used by such accountants in determiningeach fiscal year of Borrower, (A) a consolidated and a consolidating balance sheet of Borrower and its Subsidiaries as of the end of such Fiscal Yearfiscal year, compliance with the covenants contained in Sections 5.04(aand (B) consolidated and consolidating statements of income (including a breakdown of sales by product line) and cash flows of Borrower and its Subsidiaries for such fiscal year, in each case so as to present Borrower and each related entity separately and on a consolidated basis, all in reasonable detail and duly certified (b), provided that in the event of any change in GAAP used in the preparation of such financial statements, Crompton Corp. shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements subject to GAAP and (iiiyear-end audit adjustments) a certificate of by the chief financial officer or treasurer of each 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 such Borrower has taken and proposes to take having been prepared in accordance with respect theretoGAAP.

Annual Financials. (i) As soon as available and in any event within 95 90 days after the end of each Fiscal Year (or, if earlier, within five Business Days after such date as the Parent is required to file its annual report on Form 10-K for such Fiscal Year with the Securities and Exchange Commission), a copy of the annual Consolidated audit report for such year for the Parent and its Subsidiaries, including therein a Consolidated balance sheet of the Parent and its Subsidiaries as of the end of such Fiscal Year and Consolidated statements of income and cash flows of the Parent and its Subsidiaries for such Fiscal Year, all reported on in a manner reasonably acceptable to the Securities and Exchange Commission in each case and accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public accountants of recognized standing reasonably acceptable to the Required Lenders, together with (A) a certificate of the Chief Financial Officer, Chief Accounting Officer or Chief Compliance Officer of the Parent 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 Parent has taken a proposes to take with respect thereto, and (B) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining, as of the end of such Fiscal Year, compliance with the covenants contained in Section 5.04. (ii) As soon as available and in any event within 120 days after the end of each Fiscal Year, a copy of the annual Consolidated audit report for such year for Crompton Corp. each Subsidiary Guarantor and its Subsidiaries, including therein a Consolidated balance sheet of Crompton Corp. such Subsidiary Guarantor 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 Crompton Corp. such Subsidiary Guarantor and its Subsidiaries for such Fiscal Year, all in reasonable detail and prepared in accordance with GAAP, in each case accompanied by an opinion acceptable to the Required Lenders of KPMG Peat Marwick PricewaterhouseCoopers LLP or other independent public accountants of recognized standing acceptable to the Required Lenders, and a Consolidated and, to the extent otherwise available, consolidating balance sheets of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries as of the end of such Fiscal Year and Consolidated and, to the extent otherwise available, consolidating statements of income and a Consolidated statement of cash flows of Crompton Corp. and Uniroyal Corp. and their respective Subsidiaries for such Fiscal Year, all in reasonable detail and duly certified by the chief financial officer or treasurer of such Borrower as having been prepared in accordance with GAAP, 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 Crompton Corp. 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 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) and (b), provided that in the event of any change in GAAP used in the preparation of such financial statements, Crompton Corp. 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 As soon as available and in any event within 20 days after submission, each statutory statement of the chief financial officer Loan Parties (or treasurer any of each Borrower stating that no Default has occurred and is continuing or, if a default has occurred and is continuing, a statement as them) in the form submitted to the nature thereof and Supervisor of Insurance, the action that such Borrower has taken and proposes to take with respect theretoInsurance Division of the Bermuda Monetary Authority.