General Principles. In the event of a 2024 Closing and notwithstanding any provision herein to the contrary, # the 2024 performance period shall end immediately prior to the date of the 2024 Closing (the “Abridged Period”), # the extent to which any bonus payment hereunder is earned with respect to the Abridged Period shall be based on the then-most-recent “Hypothetical Determination” described in Section VI.3 below, # any bonus payment that is earned with respect to the Abridged Period shall be prorated based on the number of days in the Abridged Period relative to the number of days in the 2024 calendar year (the “Abridged Formula”), it being understood that further proration of such bonus payment may be made pursuant to Section I.2 above, and # a Participant shall be deemed to have remained employed for the 2024 performance period if he or she is employed with the Company as of the last day of the Abridged Period.

General Principles. Except as otherwise provided in this Agreement, each former employee of any member of the ​ Group or any member of the ​ Group as of the Distribution Date will be considered a former employee of the ​ Group or the ​ Group based on his or her employer as of his or her last day of employment with any member of the ​ Group or the ​ Group.

SECTION #GENERAL INTERPRETIVE PRINCIPLES

Accounting Principles. Subject to [Section 1.2(g)], all accounting computations required to be made for the purposes of this Agreement shall be done in accordance with GAAP as provided in [Section 8.15] or unless otherwise agreed to in writing by Agent, at the time in effect, to the extent applicable, except where such principles are inconsistent with the requirements of this Agreement.

Applicable Principles. For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any period, carryovers or carrybacks of any Tax item attributable to the Blocker Pre-BCA Covered Tax Assets and the Exchange Covered Tax Assets shall be considered to be subject to the rules of the Code and the Treasury Regulations, as applicable, or other applicable law, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to a Blocker Pre-BCA Covered Tax Asset or an Exchange Covered Tax Asset and another portion that is not, such respective portions shall be considered to be used in accordance with the “with and without” methodology.

Securities Principles. Notwithstanding anything herein or the other Loan Documents to the contrary, with respect to all Loan Documents, # a Foreign Person shall not directly or indirectly make any guarantee or pledge any assets to support an Obligation of a US Person and # payments by Foreign Persons under the Loan Documents (including pursuant to [Sections 2.05, 2.11, 2.18, 10.03 and 10.08]8]8]8]8] hereunder) shall satisfy the Obligations only of Foreign Persons and shall be limited to the aggregate Obligations of Foreign Persons, and shall not satisfy any Obligations of US Persons.

Accounting Principles. Where the character or amount of any asset or liability or item of income or expense is required to be determined or other financial or accounting computation is required to be made for the purposes of this Agreement or any other Warehouse Document, such determination shall be made in accordance with GAAP, except where such principles are inconsistent with the requirements of this Agreement or such other Warehouse Document. In addition, any accounting term used in this Agreement or any other Warehouse Document shall have, unless otherwise specifically provided therein, the meaning customarily given to such term in accordance with GAAP or other method of accounting acceptable to [[Organization C:Organization]].

Accounting Principles. Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters (including financial ratios and other financial covenants) and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate), applied on a consistent basis and, except as expressly provided herein, in a manner consistent with that used in preparing audited financial statements in accordance with Section 8.2(b) and all accounting or financial terms have the meanings ascribed to such terms by GAAP. Notwithstanding anything to the contrary herein, in the event of any change after the date hereof in GAAP, and if such change would affect the computation of any of the financial covenants set forth in Article VIII, then the parties hereto agree to endeavor, in good faith, to agree upon an amendment to this Agreement that would adjust such financial covenants in a manner that would preserve the original intent thereof, but would allow compliance therewith to be determined in accordance with the Borrower’s financial statements at that time, provided that until so amended such financial covenants shall continue to be computed in accordance with GAAP prior to such change therein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.

Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

Certain Interpretive Matters. Unless the context otherwise requires: # all references to Sections, are to Sections of this Agreement; # each term defined in this Agreement has the meaning assigned to it; # each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with generally accepted accounting principles; # words in the singular include the plural and vice-versa; and # the term “including” means “including without limitation.” All references to laws in this Agreement will include any applicable amendments thereunder. All references to $ or dollar amounts will be to lawful currency of the United States.