(B)
CHANGES IN GAAP.
KKR FINANCIAL SHALL PROVIDE A WRITTEN SUMMARY OF
MATERIAL CHANGES IN GAAP OR IN THE CONSISTENT APPLICATION THEREOF IN ACCORDANCE
WITH SECTION 6.02(A).
IF AT ANY TIME ANY CHANGE IN GAAP WOULD AFFECT THE
COMPUTATION OF ANY FINANCIAL RATIO OR REQUIREMENT SET FORTH IN ANY LOAN
DOCUMENT, AND EITHER THE BORROWERS OR THE REQUIRED LENDERS SHALL SO REQUEST, THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWERS SHALL NEGOTIATE IN GOOD
FAITH TO AMEND SUCH RATIO OR REQUIREMENT TO PRESERVE THE ORIGINAL INTENT THEREOF
IN LIGHT OF SUCH CHANGE IN GAAP (SUBJECT TO THE APPROVAL OF THE REQUIRED
LENDERS); PROVIDED THAT, UNTIL SO AMENDED, (I) SUCH RATIO OR REQUIREMENT SHALL
CONTINUE TO BE COMPUTED IN ACCORDANCE WITH GAAP PRIOR TO SUCH CHANGE THEREIN AND
(II) THE BORROWERS SHALL PROVIDE TO THE ADMINISTRATIVE AGENT AND THE LENDERS
FINANCIAL STATEMENTS AND OTHER DOCUMENTS REQUIRED UNDER THIS AGREEMENT OR AS
REASONABLY REQUESTED HEREUNDER 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.
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