OF INSTRUMENTS AND OTHER ACTIONS NECESSARY OR DESIRABLE IN THE
OPINION OF THE ADMINISTRATIVE AGENT TO PROTECT AND PRESERVE SUCH SECURITY
INTERESTS SHALL HAVE BEEN DULY EFFECTED;
(XII)
EVIDENCE THAT THE EXISTING CREDIT AGREEMENT
HAS BEEN OR CONCURRENTLY WITH THE CLOSING DATE IS BEING TERMINATED, THAT ALL
OBLIGATIONS OF THE BORROWERS THEREUNDER HAVE BEEN FULFILLED OR WAIVED IN FULL
AND ALL LIENS SECURING OBLIGATIONS UNDER THE EXISTING CREDIT AGREEMENT HAVE BEEN
OR CONCURRENTLY WITH THE CLOSING DATE ARE BEING RELEASED. THE ADMINISTRATIVE
AGENT AND THE ADMINISTRATIVE AGENT UNDER THE EXISTING FACILITY SHALL HAVE
EXECUTED AND DELIVERED A PAYOFF LETTER AND OTHER ANCILLARY AGREEMENTS,
INSTRUMENTS AND OTHER DOCUMENTS IN SUPPORT THEREOF AS MAY BE MUTUALLY ACCEPTABLE
IN FORM AND SUBSTANCE TO SUCH AGENTS (COLLECTIVELY THE "PAYOFF DOCUMENTS"); AND
SUCH PERFORMANCE UNDER THE PAYOFF DOCUMENTS AS MAY BE REQUIRED BY THE TERMS
THEREOF TO BE RENDERED PRIOR TO OR ON THE CLOSING DATE SHALL HAVE BEEN TENDERED
BY THE APPROPRIATE PARTY;
(XIII)
A COMPLETED AND FULLY EXECUTED PERFECTION
CERTIFICATE FROM THE BORROWERS AND THE RESULTS OF UNIFORM COMMERCIAL CODE
SEARCHES (AND THE EQUIVALENT THEREOF IN ALL APPLICABLE FOREIGN JURISDICTIONS)
WITH RESPECT TO THE COLLATERAL, INDICATING NO LIENS OTHER THAN LIENS PERMITTED
BY SECTION 7.01(A) AND OTHERWISE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
TO THE ADMINISTRATIVE AGENT;
(XIV)
SATISFACTORY FINANCIAL STATEMENTS OF THE TYPE
DESCRIBED IN SECTION 6.01(A) FOR THE 2005 FISCAL YEAR ENDED OF KKR FINANCIAL AND
FINANCIAL STATEMENTS OF THE TYPE DESCRIBED IN SECTION 6.01(B) FOR THE FISCAL
QUARTER OF KKR FINANCIAL ENDED MARCH 31, 2006;
(XV)
EVIDENCE, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT, THAT ALL GOVERNMENTAL AND THIRD PARTY
APPROVALS NECESSARY IN CONNECTION WITH THE FINANCING CONTEMPLATED BY THIS
AGREEMENT AND THE CONTINUING OPERATIONS OF EACH OF BORROWERS AND EACH OF THEIR
SUBSIDIARIES SHALL HAVE BEEN OBTAINED AND BE IN FULL FORCE AND EFFECT;
48
(XVI)
THE ADMINISTRATIVE AGENT SHALL NOTIFY THE
BORROWERS AND THE LENDERS OF THE EFFECTIVE DATE, AND SUCH NOTICE SHALL BE
CONCLUSIVE AND BINDING; AND
(XVII)
SUCH OTHER ASSURANCES, CERTIFICATES, DOCUMENTS,
CONSENTS OR OPINIONS AS THE ADMINISTRATIVE AGENT, THE SWINGLINE LENDER OR THE
REQUIRED LENDERS REASONABLY MAY REQUIRE.
(B)
ANY FEES REQUIRED TO BE PAID ON OR BEFORE
THE CLOSING DATE UNDER THE FEE LETTER OR ANY OTHER LOAN DOCUMENT SHALL HAVE BEEN
PAID, AND THE FEE LETTER SUPPLEMENT SHALL HAVE BEEN EXECUTED AND DELIVERED BY
ALL PARTIES THERETO.
(C)
UNLESS WAIVED BY THE ADMINISTRATIVE AGENT,
THE BORROWERS SHALL HAVE PAID ALL FEES, CHARGES AND DISBURSEMENTS OF COUNSEL TO
THE ADMINISTRATIVE AGENT (DIRECTLY TO SUCH COUNSEL IF REQUESTED BY THE
ADMINISTRATIVE AGENT) TO THE EXTENT INVOICED PRIOR TO OR ON THE CLOSING DATE,
PLUS SUCH ADDITIONAL AMOUNTS OF SUCH FEES, CHARGES AND DISBURSEMENTS AS SHALL
CONSTITUTE ITS REASONABLE ESTIMATE OF SUCH FEES, CHARGES AND DISBURSEMENTS
INCURRED OR TO BE INCURRED BY IT THROUGH THE CLOSING PROCEEDINGS (PROVIDED THAT
SUCH ESTIMATE SHALL NOT THEREAFTER PRECLUDE A FINAL SETTLING OF ACCOUNTS BETWEEN
THE BORROWERS AND THE ADMINISTRATIVE AGENT).
Without limiting the generality of