Common use of Accounting Terms and Principles Clause in Contracts

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 7.14) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the financial statements referred to in Section 6.01 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrower with the agreement of the Borrower’s accountants and results in a change in any of the calculations required by Article VII (including Section 7.14) that would not have resulted had such accounting change not occurred, the Facility Agent and the Borrower agree (upon the request of the Facility Agent or the Borrower) to enter into negotiations in order to amend such provisions so as to equitably reflect such change such that the criteria for evaluating compliance with such covenants by the Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article VII (including Section 7.14) shall be given effect until such provisions are amended with the consent of the Majority Lenders to reflect such changes in GAAP. Calculations with respect to any fiscal quarter or any fiscal year of any Person shall reference the respective fiscal quarters or fiscal years of such Person.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 7.14Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the financial statements most recent Financial Statements referred to in Section 6.01 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrower Company with the agreement of the BorrowerGroup Member’s accountants Accountants and results in a change in any of the calculations required by Article VII V (including Section 7.14Financial Covenant) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Facility Agent and the Borrower parties hereto agree (upon the request of the Facility Agent or the Borrower) to enter into negotiations in order to amend such provisions so as to equitably reflect such change such that the criteria for evaluating compliance with such covenants by the Borrower Company shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP, including proposed changes in GAAP with respect to the treatment of operating leases and capital leases, that would affect a calculation that measures compliance with any covenant contained in Article VII V (including Section 7.14Financial Covenant) or VIII (Negative Covenants) shall be given effect until such provisions are amended with the consent of the Majority Lenders to reflect such changes in GAAP. Calculations with respect to any fiscal quarter or any fiscal year of any Person shall reference the respective fiscal quarters or fiscal years of such Person.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 7.14) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the financial statements most recent Financial Statements referred to in Section 6.01 Clause 19.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrower with the agreement of the Borrower’s relevant Obligor without objection from its accountants and results in a change in any of the calculations required by Article VII Clause 20 (including Section 7.14Financial Covenants) that would not have resulted had such accounting change not occurred, the Facility Agent and the Borrower Parties agree (upon the request of the Facility Agent or the Borrower) to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change such with the desired result that the criteria for evaluating compliance with such covenants by the Borrower relevant Obligor shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article VII Clause 20 (including Section 7.14Financial Covenants) shall be given effect until such provisions are amended with the consent of the Majority Lenders to reflect such changes in GAAP. Calculations with respect . (c) Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any fiscal quarter election under the Statement of Financial Account Standards 159 (or any fiscal year other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Guarantor or any Person shall reference the respective fiscal quarters or fiscal years of such Personits Subsidiaries at “fair value”, as defined therein.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 7.14) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) . If any change in the accounting principles used in the preparation of the financial statements most recent Financial Statements referred to in Section 6.01 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrower with Parent without objection from the agreement of the BorrowerParent’s accountants Accountants and results in a change in any of the calculations required by Article VII (including Section 7.14) that would not have resulted V or VIII had such accounting change not occurred, the Facility Agent and the Borrower parties hereto agree (upon the request of the Facility Agent or the Borrower) to enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change such with the desired result that the criteria for evaluating compliance with such covenants by the Borrower Parent shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article VII (including Section 7.14) V or VIII shall be given effect until such provisions are amended with the consent of the Majority Lenders to reflect such changes in GAAP. Calculations with respect Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any fiscal quarter election under Statement of Financial Account Standards 159 (or any fiscal year other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Parent or any Person shall reference the respective fiscal quarters or fiscal years of such Personits Subsidiaries at “fair value”, as defined therein.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity accordance with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 7.14ARTICLE V) shall, unless expressly otherwise provided herein, be made in conformity accordance with GAAP. (b) If any change in the accounting principles used in the preparation of the financial statements most recent Financial Statements referred to in Section 6.01 SECTION 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Co-Borrower or any of its Subsidiaries with the agreement of the Borrower’s accountants 's Accountants and results in a change in any of the calculations required by Article VII (including Section 7.14) ARTICLE V or VIII that would not have resulted had such accounting change not occurred, the Facility Agent and the Borrower parties hereto agree (upon the request of the Facility Agent or the Borrower) to enter into negotiations in good faith in order to amend such provisions so as to equitably reflect such change such that the criteria for evaluating compliance with such covenants by the Borrower shall be the same after such change as if such change had not been made; providedPROVIDED, howeverHOWEVER, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article VII (including Section 7.14) ARTICLE V or VIII shall be given effect until such provisions are amended with the consent of the Majority Lenders to reflect such changes in GAAP. Calculations . (c) For purposes of making all financial calculations to determine compliance with respect to any fiscal quarter or any fiscal year of any Person shall reference the respective fiscal quarters or fiscal years ARTICLE V, all components of such Personcalculations (other than Capital Expenditures) shall be determined on a Pro Forma Basis.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 7.14Article V (Financial Covenant)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the financial statements most recent Financial Statements referred to in Section 6.01 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrower with the agreement of the BorrowerGroup Member’s accountants Accountants and results in a change in any of the calculations required by Article VII V (including Section 7.14Financial Covenant) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Facility Agent and the Borrower parties hereto agree (upon the request of the Facility Agent or the Borrower) to enter into negotiations in order to amend such provisions so as to equitably reflect such change such that the criteria for evaluating compliance with such covenants by the Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP, including proposed changes in GAAP with respect to the treatment of operating leases and capital leases, that would affect a calculation that measures compliance with any covenant contained in Article VII V (including Section 7.14Financial Covenant) or VIII (Negative Covenants) shall be given effect until such provisions are amended with the consent of the Majority Lenders to reflect such changes in GAAP. Calculations with respect to any fiscal quarter or any fiscal year of any Person shall reference the respective fiscal quarters or fiscal years of such Person.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP as in effect in the United States of America and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 7.14) shall, unless expressly otherwise provided herein, be made in conformity with such GAAP. (b) If any change in the accounting principles used in the preparation of the financial statements most recent Financial Statements referred to in Section 6.01 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrower any JD Entity with the agreement of the BorrowerCompany’s accountants Accountants and results in a change in any of the calculations required by Article VII V (including Section 7.14Financial Covenants) that would not have resulted or VIII (Negative Covenants) had such accounting change not occurred, the Facility Agent and the Borrower parties hereto agree (upon the request of the Facility Agent or the Borrower) to enter into negotiations in order to amend such provisions so as to equitably reflect such change such with the desired result that the criteria for evaluating compliance with such covenants by the Borrower Borrowers shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article VII V (including Section 7.14Financial Covenants) or VIII (Negative Covenants) shall be given effect until such provisions are amended with the consent of the Majority Lenders to reflect such changes in GAAP. Calculations with respect to any fiscal quarter or any fiscal year of any Person shall reference the respective fiscal quarters or fiscal years of such Person.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 7.14) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the financial statements most recent Financial Statements referred to in Section 6.01 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrower with the agreement of the Borrower’s accountants Accountants and results in a change in any of the calculations required by Article VII VIII (including Section 7.14Negative Covenants) that would not have resulted had such accounting change not occurred, the Facility Agent and the Borrower parties hereto agree (upon the request of the Facility Agent or the Borrower) to enter into negotiations in order to amend such provisions so as to Term Loan Agreement Collective Brands Finance, Inc. equitably reflect such change such that the criteria for evaluating compliance with such covenants by the Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article VII VIII (including Section 7.14Negative Covenants) shall be given effect until such provisions are amended with the consent of the Majority Lenders to reflect such changes in GAAP. Calculations with respect to any fiscal quarter or any fiscal year of any Person shall reference the respective fiscal quarters or fiscal years of such Person.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 7.14) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the financial statements most recent Financial Statements referred to in Section 6.01 5.1(Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrower with the agreement of the Borrower’s its independent public accountants and results in a change in the method of calculation of any of the calculations required by covenants, standards or defined terms found in Article VII IX (including Section 7.14) that would not have resulted had such accounting change not occurredEvents of Default), the Facility Agent and the Borrower parties hereto agree (upon the request of the Facility Agent or the Borrower) to enter into negotiations in order to amend such provisions so as to equitably reflect such change such with the desired results that the criteria for evaluating compliance with such covenants covenants, standards and defined terms by the Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article VII (including Section 7.14) such covenant, standard or defined term shall be given effect until such provisions are amended with the consent of the Majority Lenders to reflect such changes in GAAP. Calculations with respect to any fiscal quarter or any fiscal year of any Person shall reference the respective fiscal quarters or fiscal years of such Person.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 7.14) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the financial statements most recent Financial Statements referred to in Section 6.01 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrower with the agreement of the Borrower’s its independent public accountants and results in a change in any of the calculations required by Article VII (including Section 7.14) that would not have resulted V or Article VI or in the definitions of "Applicable Margin" had such accounting change not occurred, the Facility Agent and the Borrower parties hereto agree (upon the request of the Facility Agent or the Borrower) to enter into negotiations in order to amend such provisions so as to equitably reflect such change such with the desired result that the criteria for evaluating compliance with such covenants by the Borrower or the determination of the "Applicable Margin" shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article VII (including Section 7.14) V or Article VI or in the definitions of "Applicable Margin" shall be given effect until such provisions are amended with the consent of the Majority Lenders to reflect such changes in GAAP. Calculations . (c) For purposes of making all financial calculations to determine compliance with respect Article V all components of such calculations shall be adjusted to include or exclude, as the case may be, without duplication, such components of such calculations attributable to any fiscal quarter business or assets that have been acquired or disposed of by any fiscal year Warnaco Entity after the first day of any Person shall reference the respective fiscal quarters or fiscal years applicable period of determination and prior to the end of such Personperiod, as determined in good faith by Group on a Pro Forma Basis.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 7.14Article V (Financial Covenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the financial statements referred to in most recent Financial Statements delivered under Section 6.01 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the U.S. Borrower with the agreement of the U.S. Borrower’s accountants Accountants and results in a change in any of the calculations required by Section 2.10(b) (Excess Cash Flow), Article VII V (including Section 7.14Financial Covenants) that would not have resulted or Article VIII (Negative Covenants) had such accounting change not occurred, the Facility Agent and the Borrower parties hereto agree (upon the request of the Facility Agent or the Borrower) to enter into negotiations in order to amend such provisions so as to equitably reflect such change such with the desired result that the criteria for evaluating compliance with such covenants by the Borrower Borrowers Credit Agreement HLI Operating Company, Inc. H▇▇▇▇ Lemmerz Finance LLC — Luxembourg S.C.A. shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article VII V (including Section 7.14Financial Covenants) or Article VIII (Negative Covenants) shall be given effect until such provisions are amended with the consent of the Majority Lenders to reflect such changes in GAAP. Calculations with respect . (c) Except as expressly set forth herein to any fiscal quarter or any fiscal year of any Person the contrary, all references to amounts denominated in Euro shall mean and be a reference to such amount in the respective fiscal quarters or fiscal years Dollar Equivalent of such Personcurrency.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 7.14) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the financial statements most recent Financial Statements referred to in Section 6.01 6.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrower with the agreement of the Borrower’s its independent public accountants and results in a change in any of the calculations required by Article VII (including Section 7.14) that would not have resulted V or Article VIII had such accounting change not occurred, the Facility Agent and the Borrower parties hereto agree (upon the request of the Facility Agent or the Borrower) to enter into negotiations in order to amend such provisions so as to equitably reflect such change such with the desired result that the criteria for evaluating compliance with such covenants by the Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article VII (including Section 7.14) V or Article VIII shall be given effect until such provisions are amended with the consent of the Majority Lenders to reflect such changes change in GAAP. Calculations . (c) For purposes of calculating "pro forma" compliance with the financial covenants set forth in Article V or any other covenant contained herein in respect of a proposed transaction, such transaction shall be deemed to have occurred as of the first day of the relevant test period referred to in Article V ending on the last day of the most recent Fiscal Quarter preceding the date of such transaction with respect to any fiscal quarter which the Administrative Agent has received the quarterly or any fiscal year annual financial reports of any Person shall reference the respective fiscal quarters Borrower and its Subsidiaries required to be delivered pursuant to Section 6.1(b) or fiscal years of such Person(c).

Accounting Terms and Principles. (a) Except as set forth below, all All accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 7.14) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the most recent financial statements referred to in Section 6.01 SECTION 5.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the Accounting Principles Board of the American Institute of Certified Public Accountants (or any successors successor thereto) and such change is adopted by the Borrower with the agreement of the Borrower’s its independent public accountants and results in a change in any of the calculations required by Article VII (including Section 7.14) that would not have resulted ARTICLE VI had such accounting change not occurred, the Facility Agent and the Borrower parties hereto agree (upon the request of the Facility Agent or the Borrower) to enter into negotiations in order to amend such provisions so as to equitably reflect such change such with the desired result that the criteria for evaluating compliance with such covenants by the Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article VII (including Section 7.14) ARTICLE VI shall be given effect until such provisions are amended with the consent of the Majority Lenders to reflect such changes in GAAP. Calculations . (c) Financial statements and other information required to be delivered by the Borrower to the Agent, the Lenders, the Supplemental Guarantors, the Board or the Loan Administrator pursuant to SECTION 5.1 shall be prepared in accordance with respect to any fiscal quarter or any fiscal year of any Person shall reference GAAP in effect at the respective fiscal quarters or fiscal years time of such Personpreparation.

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 7.14Article V (Financial Covenants)) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change in the accounting principles used in the preparation of the financial statements most recent Financial Statements referred to in Section 6.01 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrower with the agreement of the Borrower’s accountants Accountants and results in a change in any of the calculations required by Article VII V (including Section 7.14Financial Covenants) that would not have resulted or Article VIII (Negative Covenants) had such accounting change not occurred, the Facility Agent and the Borrower parties hereto agree (upon the request of the Facility Agent or the Borrower) to enter into negotiations in order to amend such provisions so as to equitably reflect such change such with the desired result that the criteria for evaluating compliance with such covenants by the Borrower shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article VII V (including Section 7.14Financial Covenants) or Article VIII (Negative Covenants) shall be given effect until such provisions are amended with the consent of the Majority Lenders to reflect such changes in GAAP. Calculations with respect to any fiscal quarter or any fiscal year of any Person shall reference the respective fiscal quarters or fiscal years of such Person.

Accounting Terms and Principles. (a) Except as set forth belowCertain accounting terms used herein are defined under Appendix II hereto, and such definitions are incorporated herein. (b) Unless the context otherwise clearly requires, all accounting terms not specifically or completely expressly defined herein shall be construed in conformity with GAAP construed, and all financial computations required under this Agreement shall be made, in accordance with generally accepted accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 7.14) shall, unless expressly otherwise provided herein, be made in conformity with GAAP. (b) If any change principals in the accounting United States of America (“GAAP”) as in effect from time to time, consistently applied; except that for purposes of Section 9.01, GAAP shall be determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 6.01 is hereafter required or permitted by 5.01(c)(i). In the rules, regulations, pronouncements and opinions of the Financial event that any “Accounting Standards Board or the American Institute of Certified Public Accountants Change” (or any successors theretoas defined below) shall occur and such change is adopted by the Borrower with the agreement of the Borrower’s accountants and results in a change in any the method of the calculations required by Article VII (including Section 7.14) that would not have resulted had such accounting change not occurredcalculation of financial covenants, the Facility standards or terms in this Agreement, then Parent, Borrower and Administrative Agent and the Borrower agree (upon the request of the Facility Agent or the Borrower) to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably reflect such change such Accounting Changes with the desired result that the criteria for evaluating compliance with such covenants by the Borrower Parent’s and Borrower’s financial condition shall be the same after such change Accounting Changes as if such change Accounting Changes had not been made; providedmade (any such amendment, howeveran “Accounting Change Amendment”). Borrower shall not be obligated to pay an amendment fee to the Lenders for any amendment the sole purpose of which is to effectuate an Accounting Change Amendment. Until such time as such an amendment shall have been executed and delivered by Parent, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article VII (including Section 7.14) shall be given effect until such provisions are amended with the consent of Borrower, Administrative Agent and the Majority Lenders to reflect such changes in GAAP. Calculations with respect to any fiscal quarter or any fiscal year of any Person shall reference the respective fiscal quarters or fiscal years of such Person.Lenders, all

Accounting Terms and Principles. (a) Except as set forth below, all accounting terms not specifically or completely defined herein shall be construed in conformity with GAAP as in effect in the United States of America and all accounting determinations required to be made pursuant hereto (including for purpose of measuring compliance with Section 7.14) shall, unless expressly otherwise provided herein, be made in conformity with such GAAP. (b) If any change in the accounting principles used in the preparation of the financial statements most recent Financial Statements referred to in Section 6.01 6.1 (Financial Statements) is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successors thereto) and such change is adopted by the Borrower any Diversey Entity with the agreement of the BorrowerCompany’s accountants Accountants and results in a change in any of the calculations required by Article VII V (including Section 7.14Financial Covenants) or VIII (Negative Covenants) that would not have resulted had such accounting change not occurred, the Facility Agent and the Borrower parties hereto agree (upon the request of the Facility Agent or the Borrower) to enter into negotiations in order to amend such provisions so as to equitably reflect such change such with the desired result that the criteria for evaluating compliance with such covenants by the Borrower Company shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article VII V (including Section 7.14Financial Covenants) or VIII (Negative Covenants) shall be given effect until such provisions are amended with the consent of the Majority Lenders to reflect such changes in GAAP. Calculations with respect Notwithstanding anything herein to the contrary, in no event shall the amount of any fiscal quarter or any fiscal year Indebtedness of any Person shall reference be calculated for any purpose based on any netting permitted by adoption of FAS No. 159. (c) For purposes of making any of the respective fiscal quarters or fiscal years financial covenant calculations required by this Agreement: (i) all components of such Personcalculations (other than Capital Expenditures) shall include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired or disposed of by the Company or any of its Subsidiaries (including through Permitted Acquisitions) after the first day of such fiscal period and prior to the end of such period, as determined in good faith by the Company on a Pro Forma Basis; and (ii) Financial Covenant Debt denominated in any currency other than Dollars shall be translated into Dollars using the average of the foreign exchange rates quoted on each day during the two Fiscal Quarters then ending by the source used by the Company to translate items appearing in its statement of income during such Fiscal Quarter. (d) In addition to the foregoing clause (c), for purposes of making any of the Leverage Ratio calculations required hereunder (other than by Article V or the definition of “Applicable Unused Commitment Fee Rate”) (i) all components of such calculations shall include or exclude, as the case may be, without duplication, such components of such calculations attributable to any business or assets that have been acquired or disposed of by the Company or any of its Subsidiaries after the last day of the most recent Financial Covenant Period and including any proposed transaction requiring the calculation of the Leverage Ratio and (ii) Financial Covenant Debt shall be calculated based on the amount outstanding on the date of such Leverage Ratio calculation, as the case may be, as determined in good faith by the Company on a pro forma basis. CREDIT AGREEMENT JOHNSONDIVERSEY, INC.