PREPARED IN ACCORDANCE WITH GAAP, AUDITED AND ACCOMPANIED BY A REPORT AND
OPINION OF DELOITTE & TOUCHE LLP OR ANOTHER REGISTERED PUBLIC ACCOUNTING FIRM OF
NATIONALLY RECOGNIZED STANDING, WHICH REPORT AND OPINION SHALL BE PREPARED IN
ACCORDANCE WITH GENERALLY ACCEPTED
62
AUDITING STANDARDS AND APPLICABLE SECURITIES LAWS AND SHALL NOT BE SUBJECT TO
ANY "GOING CONCERN" OR LIKE QUALIFICATION OR EXCEPTION OR ANY QUALIFICATION OR
EXCEPTION AS TO THE SCOPE OF SUCH AUDIT OR WITH RESPECT TO THE ABSENCE OF ANY
MATERIAL MISSTATEMENT; AND
(B)
AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN 45 DAYS AFTER THE
END OF EACH OF THE FIRST THREE FISCAL QUARTERS OF EACH FISCAL YEAR OF KKR
FINANCIAL, A CONSOLIDATED BALANCE SHEET OF KKR FINANCIAL AND ITS SUBSIDIARIES AS
AT THE END OF SUCH FISCAL QUARTER, AND THE RELATED CONSOLIDATED STATEMENTS OF
INCOME OR OPERATIONS, SHAREHOLDERS' EQUITY AND CASH FLOWS FOR SUCH FISCAL
QUARTER AND FOR THE PORTION OF KKR FINANCIAL'S FISCAL YEAR THEN ENDED, SETTING
FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE CORRESPONDING FISCAL
QUARTER OF THE PREVIOUS FISCAL YEAR AND THE CORRESPONDING PORTION OF THE
PREVIOUS FISCAL YEAR, ALL IN REASONABLE DETAIL, CERTIFIED BY THE CHIEF EXECUTIVE
OFFICER, CHIEF FINANCIAL OFFICER, TREASURER OR CONTROLLER OF KKR FINANCIAL AS
FAIRLY PRESENTING THE FINANCIAL CONDITION, RESULTS OF OPERATIONS, SHAREHOLDERS'
EQUITY AND CASH FLOWS OF KKR FINANCIAL AND ITS SUBSIDIARIES IN ACCORDANCE WITH
GAAP, SUBJECT ONLY TO NORMAL YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF
FOOTNOTES.
As to any information contained in materials furnished pursuant to
Section 6.02(d), the Borrowers shall not be separately required to furnish such
information under clause (a) or (b) above, but the foregoing shall not be in
derogation of the obligation of the Borrowers to furnish the information and
materials described in clauses (a) and (b) above at the times specified therein.
6.02
CERTIFICATES; OTHER INFORMATION.
DELIVER TO THE ADMINISTRATIVE
AGENT AND EACH LENDER, IN FORM AND DETAIL REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT:
(A)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTION 6.01(A), (I) A CERTIFICATE OF THE REGISTERED PUBLIC
ACCOUNTING FIRM CERTIFYING SUCH FINANCIAL STATEMENTS AND STATING THAT IN MAKING
THE EXAMINATION NECESSARY THEREFOR NO KNOWLEDGE WAS OBTAINED OF ANY DEFAULT OR,
IF ANY SUCH DEFAULT SHALL EXIST, STATING THE NATURE AND STATUS OF SUCH EVENT
(WHICH CERTIFICATE MAY BE LIMITED TO THE EXTENT REQUIRED BY ACCOUNTING RULES,
GUIDELINES OR PRACTICES), (II) SETTING FORTH REASONABLY DETAILED CALCULATIONS
DEMONSTRATING COMPLIANCE WITH THE FINANCIAL COVENANTS CONTAINED IN SECTION 7.09
AND (III) STATING WHETHER ANY CHANGE IN GAAP OR IN THE APPLICATION THEREOF WHICH
IS MATERIAL IN ANY RESPECT TO KKR FINANCIAL'S FINANCIAL STATEMENTS HAS OCCURRED
SINCE THE DATE OF THE AUDITED FINANCIAL STATEMENTS AND, IF ANY SUCH CHANGE HAS
OCCURRED, SPECIFYING THE EFFECT OF SUCH CHANGE ON THE FINANCIAL STATEMENTS
ACCOMPANYING SUCH CERTIFICATE;
(B)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTIONS 6.01(A) AND 6.01(B), A DULY COMPLETED COMPLIANCE
CERTIFICATE SIGNED BY THE CHIEF EXECUTIVE OFFICER, CHIEF