TO A DEFAULT (AND FOR PURPOSES OF
THIS PARAGRAPH (F), SUCH CONTINGENT LIABILITY SHALL BE INCLUDED AS INDEBTEDNESS
OF BORROWER UNLESS THE SAME IS ALREADY REFLECTED AS INDEBTEDNESS ON A
CONSOLIDATED BASIS).
66
(G)
NO BORROWER WILL PERMIT ANY MEMBER OF THE BORROWER CONSOLIDATED
GROUP TO DIRECTLY OR INDIRECTLY GRANT, MAKE, CREATE, INCUR, ASSUME OR SUFFER TO
EXIST (OR ENTER INTO OR SUFFER TO EXIST ANY AGREEMENT OR RESTRICTION THAT
PROHIBITS OR CONDITIONS THE CREATION, INCURRENCE OR ASSUMPTION OF), ANY LIEN
UPON OR WITH RESPECT TO ANY PART OF THE COLLATERAL, WHETHER NOW OWNED OR
HEREAFTER ACQUIRED, OR AGREE TO DO ANY OF THE FOREGOING, OTHER THAN PERMITTED
LIENS.
(H)
NO BORROWER WILL ISSUE, REDEEM, PURCHASE OR RETIRE ANY OF ITS
EQUITY INTERESTS OR GRANT OR ISSUE ANY WARRANT, RIGHT OR OPTION PERTAINING
THERETO OR ANY OTHER SECURITY CONVERTIBLE INTO ANY OF THE FOREGOING, NOR
OTHERWISE PERMIT ANY VOLUNTARY TRANSFER, SALE, REDEMPTION, RETIREMENT, OR OTHER
CHANGE IN THE OWNERSHIP OF ANY EQUITY INTERESTS OF BORROWER BY BORROWER IF THE
SAME WOULD RESULT IN A CHANGE IN CONTROL.
(I)
NO BORROWER WILL PERMIT ANY MEMBER OF THE BORROWER CONSOLIDATED
GROUP TO AMEND OR MODIFY IN ANY MATERIAL RESPECT ANY OF ITS ORGANIZATIONAL
DOCUMENTS.
(J)
NO BORROWER WILL DIRECTLY OR INDIRECTLY APPLY ANY PART OF THE
PROCEEDS OF ANY LOAN TO THE PURCHASING OR CARRYING OF ANY "MARGIN STOCK" WITHIN
THE MEANING OF REGULATION T, REGULATION U OR REGULATION X, OR ANY REGULATIONS,
INTERPRETATIONS OR RULINGS THEREUNDER.
(K)
NO BORROWER WILL PERMIT ANY MEMBER OF THE BORROWER CONSOLIDATED
GROUP TO TREAT, STORE, HANDLE, DISCHARGE, OR DISPOSE OF ANY HAZARDOUS MATERIALS,
PETROLEUM PRODUCTS, OR SOLID WASTES EXCEPT IN MATERIAL COMPLIANCE WITH ALL
ENVIRONMENTAL LAWS OR WHERE ANY SUCH FAILURE IN COMPLIANCE COULD NOT REASONABLY
BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
(L)
NO BORROWER WILL PERMIT ANY MEMBER OF THE BORROWER CONSOLIDATED
GROUP TO (I) CONDUCT ANY BUSINESS OR ENGAGE IN ANY TRANSACTION OR DEALING WITH
ANY BLOCKED PERSON, INCLUDING THE MAKING OR RECEIVING ANY CONTRIBUTION OF FUNDS,
GOODS OR SERVICES TO OR FOR THE BENEFIT OF ANY BLOCKED PERSON; (II) DEAL IN, OR
OTHERWISE ENGAGE IN ANY TRANSACTION RELATING TO, ANY PROPERTY OR INTERESTS IN
PROPERTY BLOCKED PURSUANT TO EXECUTIVE ORDER NO. 13224; OR (III) ENGAGE IN ON
CONSPIRE TO ENGAGE IN ANY TRANSACTION THAT EVADES OR AVOIDS, OR HAS THE PURPOSE
OF EVADING OR AVOIDING, OR ATTEMPTS TO VIOLATE, ANY OF THE PROHIBITIONS SET
FORTH IN EXECUTIVE ORDER NO. 13224 OR THE USA PATRIOT ACT.
BORROWER SHALL
DELIVER TO AGENT ANY CERTIFICATION OR OTHER EVIDENCE REQUESTED FROM TIME TO TIME
BY AGENT, IN ITS DISCRETION, CONFIRMING COMPLIANCE WITH THIS SECTION 10.2(L).
(M)
NO BORROWER WILL PERMIT ANY MEMBER OF THE BORROWER CONSOLIDATED
GROUP TO MAKE OR PERMIT ANY MATERIAL CHANGES IN ITS ACCOUNTING POLICIES OR
REPORTING PRACTICES, EXCEPT AS MAY BE PERMITTED OR REQUIRED BY LAW OR GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES.
(N)
BORROWER SHALL NOT ALLOW KMEX TO (I) CEASE OPERATIONS OF THE KMEX
PLANT OR SELL, TRANSFER,