WHICH SUCH
RESTRICTED PAYMENT IS BEING MADE;
(C)
THE BORROWERS AND EACH SUBSIDIARY MAY DECLARE AND MAKE DIVIDEND
PAYMENTS OR OTHER DISTRIBUTIONS PAYABLE SOLELY IN THE COMMON STOCK OR OTHER
COMMON EQUITY INTERESTS OF SUCH PERSON; AND
(D)
ANY BORROWER MAY MAKE RESTRICTED PAYMENTS PURSUANT TO AND IN
ACCORDANCE WITH STOCK OPTION PLANS OR OTHER BENEFIT PLANS FOR MANAGEMENT OR
EMPLOYEES OF SUCH BORROWER AND ITS SUBSIDIARIES.
7.07
TRANSACTIONS WITH AFFILIATES.
ENTER INTO ANY TRANSACTION OF ANY
KIND WITH ANY AFFILIATE OF ANY BORROWER EXCEPT (A) IN THE ORDINARY COURSE OF
BUSINESS AT PRICES AND ON TERMS AND CONDITIONS NOT LESS FAVORABLE TO SUCH
BORROWER OR SUCH SUBSIDIARY THAN COULD BE OBTAINED ON AN ARM'S-LENGTH BASIS FROM
UNRELATED THIRD PARTIES, (B) TRANSACTIONS BETWEEN OR AMONG ANY BORROWER AND ITS
WHOLLY OWNED SUBSIDIARIES NOT INVOLVING ANY OTHER AFFILIATE, (C) TRANSACTIONS
FOR WHICH KKR FINANCIAL OR SUCH SUBSIDIARY IS OBLIGATED UNDER THE MANAGEMENT
AGREEMENT AND (D) ANY RESTRICTED PAYMENT PERMITTED BY SECTION 7.06.
7.08
BURDENSOME AGREEMENTS.
ENTER INTO ANY CONTRACTUAL OBLIGATION (OTHER
THAN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT) THAT RESTRICTS OR IMPOSES ANY
CONDITION UPON (I) THE ABILITY OF ANY BORROWER OR ANY SUBSIDIARY TO CREATE,
INCUR OR PERMIT TO EXIST ANY LIEN UPON ANY OF ITS PROPERTY OR
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ASSETS, OR (II) THE ABILITY OF ANY SUBSIDIARY TO PAY DIVIDENDS OR OTHER
DISTRIBUTIONS WITH RESPECT TO ANY SHARES OF ITS CAPITAL STOCK OR TO MAKE OR
REPAY LOANS OR ADVANCES TO ANY BORROWER OR ANY OTHER SUBSIDIARY OR TO GUARANTEE
INDEBTEDNESS OF ANY BORROWER OR ANY OTHER SUBSIDIARY; PROVIDED THAT (A) THE
FOREGOING SHALL NOT APPLY TO RESTRICTIONS AND CONDITIONS IMPOSED BY LAW OR BY
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR UPON ANY FINANCING SPE BY ANY
LENDER THERETO OR INVESTOR THEREIN OR UPON ANY TRUST PREFERRED FINANCING VEHICLE
IN RESPECT OF ITS COMMON SECURITIES ISSUED TO A BORROWER OR ANY SUBSIDIARY OF A
BORROWER, (B) THE FOREGOING SHALL NOT APPLY TO RESTRICTIONS AND CONDITIONS
EXISTING ON THE DATE HEREOF IDENTIFIED ON SCHEDULE 7.08 (BUT SHALL APPLY TO ANY
EXTENSION OR RENEWAL OF, OR ANY AMENDMENT OR MODIFICATION EXPANDING THE SCOPE
OF, ANY SUCH RESTRICTION OR CONDITION), (C) THE FOREGOING SHALL NOT APPLY TO
CUSTOMARY RESTRICTIONS AND CONDITIONS CONTAINED IN AGREEMENTS RELATING TO THE
SALE OF A SUBSIDIARY PENDING SUCH SALE, PROVIDED SUCH RESTRICTIONS AND
CONDITIONS APPLY ONLY TO THE SUBSIDIARY THAT IS TO BE SOLD AND SUCH SALE IS
PERMITTED HEREUNDER, (D) CLAUSE (I) OF THE FOREGOING SHALL NOT APPLY TO
RESTRICTIONS OR CONDITIONS IMPOSED BY ANY AGREEMENT RELATING TO SECURED
INDEBTEDNESS PERMITTED BY THIS AGREEMENT IF SUCH RESTRICTIONS OR CONDITIONS
APPLY ONLY TO THE PROPERTY OR ASSETS SECURING SUCH INDEBTEDNESS AND (E) CLAUSE
(I) OF THE FOREGOING SHALL NOT APPLY TO CUSTOMARY PROVISIONS IN LEASES AND OTHER
CONTRACTS RESTRICTING THE ASSIGNMENT THEREOF.
For the avoidance of doubt, except to the extent that the Borrowers grant a Lien
to the trustee of any Trust Preferred Financing Vehicle, the parties agree that
the rights of such