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.

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

Condominium Changes. If, at any time during the term of this Lease, the Building shall no longer be owned in a condominium form of ownership or units comprising the Condominium are combined or additional units created or retail space in the Commercial/Garage Unit is converted to office space or office space in the Commercial/Garage Unit is converted to retail space (any of the foregoing hereinafter referred to as a “Condominium Change”), this Lease shall remain in full force and effect, Landlord and Tenant shall perform their respective obligations hereunder, and this Lease shall be modified (if and to the extent necessary) at Landlord’s reasonable expense to ensure that, in connection with the computation of Tenant’s payments with respect to Operating Charges and Taxes or otherwise pursuant to this Lease, no material change (either increase or decrease) in the obligations of either party under this Lease shall be effected as a result of a Condominium Change. Subject to the provisions of this Article XXVIII, Tenant, at no out-of-pocket cost to Tenant (with Tenant’s reasonable out-of-pocket attorney’s and other reasonable professional fees reimbursed to Tenant within thirty (30) days following Tenant’s request therefor), shall provide such reasonable cooperation as may be necessary in connection with any such Condominium Change; provided, however, that Tenant shall not be required to execute any such instrument which could reasonably be expected to # materially and adversely affect any of Tenant’s rights under this Lease # increase any of Tenant’s obligations under this Lease.

Capital Changes. Until the one year anniversary of the Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares; provided, however, that such prior written consent shall not be required if such capital change is required in connection with the continued listing or quotation of the Common Stock on the Trading Market.

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

Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any Material Adverse Effect, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Effect or any development that could reasonably be expected to result in a Material Adverse Effect, or any downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of Cowen (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.

Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the ​ or the Requisite Lenders shall so request, the [[Administrative Agent:Organization]], the Lenders and the ​ shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Requisite Lenders); provided that, until so amended, # such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and # the ​ shall provide to the [[Administrative Agent:Organization]] and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Annual Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.

No Other Changes. Except as specifically set forth in this Amendment, the terms of the Debenture remain in full force and effect.

Changes in Law. Any reference to a provision of the Code or a law of another jurisdiction shall include a reference to any applicable successor provision or law.

Changes in Capitalization. In the event there are any changes in the Common Stock or the capitalization of the Corporation through a corporate transaction, such as any merger, any acquisition through the issuance of capital stock of the Corporation, any consolidation, any separation of the Corporation (including a spin-off or other distribution of stock of the Corporation), any reorganization of the Corporation (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), or any partial or complete liquidation by the Corporation, recapitalization, stock dividend, stock split or other change in the corporate structure, appropriate adjustments and changes shall be made by the Committee in # the number and type or class of shares and the option price per share of stock subject to this option, and # such other provisions of this option as may be necessary and equitable to carry out the foregoing purposes.