THAT THE
RIGHTS OF CONTRIBUTION AND INDEMNIFICATION OF ANY BORROWER UNDER THIS
SECTION 2.16 SHALL CONSTITUTE ASSETS OF SUCH BORROWER.
(E)
THE RIGHTS OF AN INDEMNIFYING BORROWER
AGAINST THE OTHER BORROWERS UNDER THIS SECTION SHALL BE EXERCISABLE UPON THE
FULL AND INDEFEASIBLE PAYMENT OF THE OBLIGATIONS AND THE TERMINATION OF
COMMITMENTS.
2.17
COLLATERAL SECURITY.
THE OBLIGATIONS SHALL BE
SECURED BY A PERFECTED FIRST PRIORITY SECURITY INTEREST IN ALL OF THE BORROWERS'
INTEREST IN THE COLLATERAL, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AS
DESCRIBED IN THE SECURITY DOCUMENTS TO WHICH ANY OF THE BORROWERS IS A PARTY.
48
2.18
ADDITIONAL BORROWERS.
ANY
DIRECT OR INDIRECT WHOLLY OWNED SUBSIDIARY OF KKR FINANCIAL (I) DESIGNATED BY AN
EXISTING BORROWER AND (II) OTHER THAN IN THE CASE OF SUCH SUBSIDIARIES ORGANIZED
IN THE CAYMAN ISLANDS OR THE UNITED STATES (OR ANY STATE OR TERRITORY THEREOF,
OR THE DISTRICT OF COLUMBIA), CONSENTED TO BY THE ADMINISTRATIVE AGENT AND EACH
LENDER (IN EACH CASE, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED),
MAY BECOME A BORROWER HEREUNDER BY EXECUTING A CUSTOMARY JOINDER AGREEMENT,
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT AND THE BORROWERS, AND
DELIVERING CUSTOMARY CERTIFICATES CONSISTENT WITH THOSE DELIVERED IN CONNECTION
WITH SECTION 4.02(D), CUSTOMARY LEGAL OPINIONS AND SUCH OTHER DOCUMENTATION AS
MAY BE REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT.
2.19
Defaulting Lender Provisions.
(A)
CONDITIONS PRECEDENT.
IN ADDITION TO THE
OTHER CONDITIONS PRECEDENT HEREIN SET FORTH, IF ANY LENDER BECOMES, AND DURING
THE PERIOD IT REMAINS, A DEFAULTING LENDER OR A POTENTIAL DEFAULTING LENDER, THE
ISSUING BANK WILL NOT BE REQUIRED TO ISSUE ANY LETTER OF CREDIT OR TO AMEND ANY
OUTSTANDING LETTER OF CREDIT TO INCREASE THE FACE AMOUNT THEREOF, ALTER THE
DRAWING TERMS THEREUNDER OR EXTEND THE EXPIRY DATE THEREOF, AND THE SWINGLINE
LENDER WILL NOT BE REQUIRED TO MAKE ANY SWINGLINE LOAN, UNLESS THE ISSUING BANK
OR THE SWINGLINE LENDER, AS THE CASE MAY BE, IS SATISFIED THAT ANY EXPOSURE THAT
WOULD RESULT THEREFROM IS FULLY COVERED OR ELIMINATED BY ANY COMBINATION
SATISFACTORY TO THE ISSUING BANK OR SWINGLINE LENDER OF THE FOLLOWING:
(I)
IN THE CASE OF A DEFAULTING LENDER, THE
LC EXPOSURE AND THE SWINGLINE EXPOSURE OF SUCH DEFAULTING LENDER IS REALLOCATED,
AS TO OUTSTANDING AND FUTURE LETTERS OF CREDIT AND SWINGLINE LOANS, TO THE
NON-DEFAULTING LENDERS AS PROVIDED IN CLAUSE (1) OF SECTION 2.19(C);
(II)
IN THE CASE OF A DEFAULTING LENDER OR A
POTENTIAL DEFAULTING LENDER, WITHOUT LIMITING THE PROVISIONS OF SECTION 2.19(B),
THE BORROWERS CASH COLLATERALIZE THE OBLIGATIONS OF THE BORROWERS IN RESPECT OF
SUCH LETTER OF CREDIT OR SWINGLINE LOAN IN AN AMOUNT AT LEAST EQUAL TO THE
AGGREGATE AMOUNT OF THE UNREALLOCATED OBLIGATIONS (CONTINGENT OR OTHERWISE) OF
SUCH DEFAULTING LENDER OR POTENTIAL DEFAULTING LENDER IN RESPECT OF SUCH LETTER
OF CREDIT OR SWINGLINE LOAN, OR MAKES OTHER ARRANGEMENTS SATISFACTORY TO THE
ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE SWINGLINE LENDER IN THEIR SOLE
DISCRETION TO PROTECT THEM AGAINST THE RISK OF NON-PAYMENT BY SUCH DEFAULTING
LENDER OR POTENTIAL DEFAULTING LENDER; AND
(III)