· Adverse changes in the national and regional economies in which we will participate, including, but not limited to, changes in our performance, capital availability, and market demand.

In the event of specified changes in the Company’s capital structure as set forth in [Section 13] of the Incentive Plan, the Committee is required to adjust the Stock Grant Shares in a reasonable and equitable manner to reflect such changes in the Company’s capital structure. This appendix will continue to apply to your awards as so adjusted.

Conforming Changes. In connection with the use, administration, adoption or implementation of any Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time, in consultation with the Borrower and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective concurrently with written notice of the applicable Conforming Changes to the Borrower, which notice shall include a reasonably detailed description thereof, and without any further action or consent of any other party to this Agreement or any other Loan Document.

Accounting Changes. No Borrower shall # make any significant change in accounting treatment or reporting practices, except as permitted or required by GAAP, or # change its Fiscal Year.

Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:

Accounting Changes. Make any change in # accounting policies or reporting practices, except to the extent consistent with GAAP, or # the fiscal year-end of any Loan Party or Restricted Subsidiary.

Fundamental Changes. Without limiting the provisions of [Section 7.3(G)], the Company will not, nor will it permit any Subsidiary to, merge or consolidate with or into any other Person, or liquidate or dissolve, except that:

Adverse Changes. Suffered or experienced any change in, or affecting, its condition (financial or otherwise), properties, assets, liabilities, business, operations, results of operations or prospects which would have a Material Adverse Effect;

CONSISTENT CHANGES. The Existing Documents are each hereby amended wherever necessary to reflect the changes described above.

PROJECT CHANGES. The Parties understand that in order to reflect changes to this Rider, the Rider will be subject to amendment by the Parties. Each party’s respective Point Of Contact identified above may request or submit a written request for change to the other party’s Point of Contact. The request for change should describe in appropriate detail the nature, extent and proposed manner of performance of the proposed change, related implications (if any) arising there from and estimated scheduling, pricing and cost information relating thereto. Written approval or rejection of the requested change signed by an authorized representative of Magenta will be provided within ​ from the date of receipt.