Material Changes. Prompt written notice of any development that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect;

Service Changes. After the execution of this Services Agreement and prior to the date that is two months from the date hereof, either Party may request that the other Party modify, alter or adjust the manner in which the other Party provides services (a “Service Change”). Following the delivery of such request, the Parties shall negotiate in good faith the terms and conditions of such Service Change; provided, however, that no Party or Provider shall be required to agree to a Service Change pursuant to this Section 2.4 if # it does not, in its reasonable judgment, have adequate resources for such Service Change, # the Service Change would significantly disrupt the operation of its business or # the Parties are unable to reach agreement on the terms and conditions applicable to such Service Change.

Fundamental Changes. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Borrowers and the Restricted Subsidiaries on a consolidated basis, taken as a whole, to any other Person, except that, so long as no Default exists or would result therefrom:

Accounting Changes. Make any # significant change in a manner adverse to the ​ in accounting policies or reporting practices, except as permitted or required by generally accepted accounting principles, or # change its fiscal year.

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 Default exists or would result therefrom:

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.

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.

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;

Conforming Changes. With respect to any Alternative Currency Daily Rate or Alternative Currency Term Rate, the Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, in the Agreement or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of the Borrower; provided, that, with respect to any such amendment effected, the Lender shall provide each such amendment implementing such Conforming Changes to the Borrower reasonably promptly after such amendment becomes effective.

Conforming Changes. With respect to BSBY, the Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, in the Agreement or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of the Borrower; provided, that, with respect to any such amendment effected, the Lender shall provide each such amendment implementing such Conforming Changes to the Borrower reasonably promptly after such amendment becomes effective.