fund any activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that
will result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent or otherwise) of Sanctions; or
(c) use the proceeds of any Borrowing for any purpose which would breach any Anti-Corruption Laws.
7.11 Amendments of Organization Documents. Amend its Organization Documents to change its name or state, province or other jurisdiction
of organization, or otherwise amend its Organization Documents in a manner adverse to the Lenders, without the prior written consent of the Administrative Agent which consent shall not be unreasonably withheld.
7.12 Accounting Changes. Make any change in (a) accounting policies or reporting practices, except as required by GAAP, or
(b) fiscal year
7.13 Sanctions; FCPA. Directly or indirectly, use the proceeds of any Credit Extension, or lend, contribute
or otherwise make available such proceeds:
(a) to any Subsidiary, joint venture partner or other individual or entity, to fund any
activities of or business with any individual or entity, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any individual or entity (including
any individual or entity participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions; or
(b) directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party,
candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.
7.14 Financial Covenant. For the benefit of the Revolving Credit Lenders, the Swing Line Lender and the L/C Issuers only (and the
Administrative Agent on their behalf), permit the Consolidated Net Leverage Ratio of the Borrower and its Subsidiaries as of the last day of any fiscal quarter of the Borrower to exceed the Consolidated Net Leverage Ratio set forth in the applicable
fiscal quarter below if the Aggregate Revolving Credit Exposure (excluding any Revolving Credit Exposure in respect of any Letter of Credit (a) which has been cash collateralized in an amount equal to 103% or more of the maximum stated amount
of such Letter of Credit or (b) which remains undrawn, provided that the Revolving Credit Exposure in respect of any such Letters of Credit shall only be excluded to the extent the aggregate Revolving Credit Exposure of all such Letters of
Credit excluded pursuant to this clause (b) does not exceed $5,000,000) outstanding as of the last day of such fiscal quarter exceeds an amount equal to 30% of the aggregate Revolving Credit Commitments as of such day.