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:

Deduction Changes. An employee may decrease or discontinue his or her payroll deduction once during any Plan Purchase Period, by filing either a written or electronic new payroll deduction authorization form, as determined by the Company. However, an employee may not increase his or her payroll deduction during a Plan Purchase Period. If an employee elects to discontinue his or her payroll deductions during a Plan Purchase Period but does not elect to withdraw his or her funds pursuant to Section 8 hereof, funds deducted prior to his or her election to discontinue will be applied to the purchase of Common Stock on the Purchase Exercise Date (as defined below).

Fundamental Changes . Merge, dissolve, liquidate or consolidate with or into another Person, except that # so long as no Default exists or would result therefrom, # the Borrower may merge or consolidate with any Restricted Subsidiary, provided that the Borrower shall be the continuing or surviving Person, and # any Restricted Subsidiary may merge or consolidate with any other Restricted Subsidiary, provided that if a Guarantor is a party thereto, then either the Guarantor shall be the continuing or surviving Person or the continuing or surviving person shall become a Guarantor upon the consummation of such transaction, # the Borrower or any Subsidiary may merge with any other Person in connection with a Permitted Acquisition or other Investment permitted pursuant to [Section 7.02]; provided that if the Borrower is a party thereto, then the Borrower shall be the continuing or surviving Person and # any Subsidiary may dissolve, liquidate or wind up its affairs at any time provided that such dissolution, liquidation or winding up, as applicable, could not reasonably be expected to have a Material Adverse Effect.

Accounting Changes. (i) Make any material change in accounting principles or reporting practices, except as are made in accordance with GAAP or as are otherwise consented to by the Administrative Agent or # change its fiscal year or quarters or the method of determination thereof; provided that this [Section 7.13] shall not apply to a Bank Regulated Subsidiary to the extent that any such change is required or imposed by a Governmental Authority.

Construction; Changes. Following the approval by Landlord and Tenant of the Final Plans, Tenant shall promptly enter into a contract with Contractor for construction of the Tenant Improvements. At the earliest reasonable date thereafter, Tenant shall cause Contractor to promptly commence and diligently pursue to completion the Tenant Improvements in accordance with the Final Plans. If Tenant requests any change, addition or alteration in or to the Space Plan, or, once approved, the Final Plans, Tenant shall cause Tenant’s Architect to prepare additional plans implementing such change and such additional plans shall be submitted to Landlord for Landlord’s prior written approval. The architectural fees in connection with any such change to the Space Plans or Final Plans shall be added to the cost of the Tenant Improvements. Contractor shall comply with the then applicable Building Construction Standards, if any, and with all applicable Legal Requirements regarding the performance of the work. Following Substantial Completion (as defined herein below) of the Tenant Improvements, Tenant shall cause Contractor to complete any and all identified punch list items as soon as reasonably possible. The Tenant Improvements shall be deemed to be “Substantially Completed” when they have, in Landlord’s reasonable judgment, been completed in accordance with the Final Plans, subject only to correction or completion of “Punch List” items, which items shall be limited to minor items of incomplete or defective work or materials or mechanical maladjustments that are of such a nature that they do not materially interfere with or impair Tenant’s use of the Premises for Tenant’s business. The definition of “Substantially Completed” shall also apply to the terms “Substantial Completion” and “Substantially Complete”.

Fundamental Changes (a) Change its name or conduct business under any fictitious name; # change its tax, charter or other organizational identification number; # change its form or state of organization; # liquidate, wind up its affairs or dissolve itself; or # merge, combine or consolidate with any Person, whether in a single transaction or in a series of related transactions, except for # mergers or consolidations of a wholly-owned Subsidiary (other than a Borrower) with another wholly-owned Subsidiary or into a Borrower; or # subject to compliance with [Section 10.1.9], Permitted Acquisitions; provided, that, in each case, if such merger or consolidation involves a Borrower, the Borrower shall be the surviving entity.

Accounting Changes Make any material change in accounting treatment or reporting practices, except as required by GAAP and in accordance with [Section 12]; or change its Fiscal Year

Election Changes. A Participant may not change his or her deferral election that is in effect for a Plan Year, unless permitted by the Bank in compliance with [Section 409A] of the Code.

Accounting Changes. Accounting Changes shall mean any change in accounting principle or presentation that the Company implements in or for any portion of the Performance Period, either as a result of the issuance of new accounting standards or otherwise, the effect of which was not reflected in the Company’s business plan on the Grant Date.

Capital Changes. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each option under this Plan which has not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under this Plan but have not yet been placed under option (collectively, the "Reserves"), as well as the price per share of Common Stock covered by each option under this Plan which has not yet been exercised, shall be proportionately adjusted for any increase or decrease in the number of issued and outstanding shares of Common Stock of the Company resulting from a stock split or the payment of a stock dividend (but only on the Common Stock) or any other increase or decrease in the number of issued and outstanding shares of Common Stock effected without receipt of any consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration". The Administrator, whose determination shall be final, binding and conclusive, shall make such adjustment. Except as expressly provided herein, no issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or Option Price of shares of Common Stock subject to an Option.