SETTING FORTH A RECONCILIATION BETWEEN
CALCULATIONS OF SUCH RATIO OR REQUIREMENT MADE BEFORE AND AFTER GIVING EFFECT TO
SUCH CHANGE IN GAAP.
(C)
CONSOLIDATION OF VARIABLE INTEREST
ENTITIES. ALL REFERENCES HEREIN TO CONSOLIDATED FINANCIAL STATEMENTS OF KKR
FINANCIAL AND ITS SUBSIDIARIES OR TO THE DETERMINATION OF ANY AMOUNT FOR KKR
FINANCIAL AND ITS SUBSIDIARIES ON A CONSOLIDATED BASIS OR ANY SIMILAR REFERENCE
SHALL, IN EACH CASE, BE DEEMED TO INCLUDE EACH VARIABLE INTEREST ENTITY THAT KKR
FINANCIAL IS REQUIRED TO CONSOLIDATE PURSUANT TO FASB INTERPRETATION NO. 46 -
CONSOLIDATION OF VARIABLE INTEREST ENTITIES: AN INTERPRETATION OF ARB NO. 51
(JANUARY 2003) AS IF SUCH VARIABLE INTEREST ENTITY WERE A SUBSIDIARY AS DEFINED
HEREIN.
28
1.04
ROUNDING. ANY FINANCIAL RATIOS REQUIRED TO BE
MAINTAINED BY KKR FINANCIAL PURSUANT TO THIS AGREEMENT SHALL BE CALCULATED BY
DIVIDING THE APPROPRIATE COMPONENT BY THE OTHER COMPONENT, CARRYING THE RESULT
TO ONE PLACE MORE THAN THE NUMBER OF PLACES BY WHICH SUCH RATIO IS EXPRESSED
HEREIN AND ROUNDING THE RESULT UP OR DOWN TO THE NEAREST NUMBER (WITH A
ROUNDING-UP IF THERE IS NO NEAREST NUMBER).
1.05
TIMES OF DAY. UNLESS OTHERWISE SPECIFIED, ALL
REFERENCES HEREIN TO TIMES OF DAY SHALL BE REFERENCES TO EASTERN TIME (DAYLIGHT
OR STANDARD, AS APPLICABLE).
ARTICLE II.
THE COMMITMENTS AND BORROWINGS
2.01
REVOLVING LOANS. SUBJECT TO THE TERMS AND CONDITIONS
SET FORTH HEREIN, EACH LENDER SEVERALLY AGREES TO MAKE TRANCHE A LOANS AND
TRANCHE B LOANS TO THE BORROWERS FROM TIME TO TIME, ON ANY BUSINESS DAY DURING
THE AVAILABILITY PERIOD, IN AN AGGREGATE AMOUNT NOT TO EXCEED AT ANY TIME
OUTSTANDING THE AMOUNT OF SUCH LENDER'S COMMITMENT; PROVIDED THAT, AFTER GIVING
EFFECT TO ANY REVOLVING LOAN, (I) THE OUTSTANDING AMOUNT OF THE LOANS IN THE
APPLICABLE TRANCHE DOES NOT EXCEED (A) IN THE CASE OF TRANCHE A LOANS, TRANCHE A
AVAILABILITY AND (B) IN THE CASE OF TRANCHE B LOANS, TRANCHE B AVAILABILITY,
(II) THE TOTAL OUTSTANDINGS DO NOT EXCEED THE AGGREGATE BORROWING AVAILABILITY,
AND (III) THE AGGREGATE OUTSTANDING AMOUNT OF THE REVOLVING LOANS OF ANY LENDER,
PLUS SUCH LENDER'S APPLICABLE PERCENTAGE OF THE OUTSTANDING AMOUNT OF ALL
SWINGLINE LOANS DO NOT EXCEED SUCH LENDER'S COMMITMENT. WITHIN THE LIMITS OF
EACH LENDER'S COMMITMENT, AND SUBJECT TO THE OTHER TERMS AND CONDITIONS HEREOF,
THE BORROWERS MAY BORROW UNDER THIS SECTION 2.01, PREPAY UNDER SECTION 2.04, AND
REBORROW UNDER THIS SECTION 2.01. REVOLVING LOANS MAY BE BASE RATE LOANS OR
FIXED PERIOD EURODOLLAR LOANS, AS FURTHER PROVIDED HEREIN.
2.02
BORROWINGS, CONVERSIONS AND CONTINUATIONS OF
REVOLVING LOANS.
(A)
EACH REVOLVING LOAN, EACH CONVERSION OF
REVOLVING LOANS FROM ONE TYPE TO ANOTHER, AND EACH CONTINUATION OF FIXED PERIOD
EURODOLLAR LOANS SHALL BE MADE UPON THE BORROWER'S IRREVOCABLE NOTICE TO THE
ADMINISTRATIVE AGENT, WHICH MAY BE GIVEN BY TELEPHONE. EACH SUCH NOTICE MUST BE
RECEIVED BY THE ADMINISTRATIVE AGENT NOT LATER THAN 11:00 A.M. (I) THREE
BUSINESS DAYS PRIOR TO THE REQUESTED DATE OF ANY BORROWING OF, CONVERSION TO OR
CONTINUATION OF FIXED PERIOD EURODOLLAR LOANS OR OF ANY CONVERSION OF FIXED