CONNECTION WITH THE EXECUTION,
DELIVERY AND PERFORMANCE BY SUCH BORROWER AND THE VALIDITY AGAINST SUCH BORROWER
OF THE LOAN DOCUMENTS TO WHICH IT IS A PARTY, AND SUCH CONSENTS, LICENSES AND
APPROVALS SHALL BE IN FULL FORCE AND EFFECT, OR (B) STATING THAT NO SUCH
CONSENTS, LICENSES OR APPROVALS ARE SO REQUIRED;
(VIII)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF EACH BORROWER, IN
A FORM SATISFACTORY TO THE ADMINISTRATIVE AGENT, CERTIFYING (A) THAT THE
CONDITIONS SPECIFIED IN SECTIONS 4.02(A) AND 4.02(B) HAVE BEEN SATISFIED AND (B)
THAT THERE HAS BEEN NO EVENT OR CIRCUMSTANCE SINCE THE DATE OF THE AUDITED
FINANCIAL STATEMENTS THAT HAS HAD OR COULD BE REASONABLY EXPECTED TO HAVE,
EITHER INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT;
48
(IX)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF EACH BORROWER,
IN A FORM SATISFACTORY TO THE ADMINISTRATIVE AGENT, STATING THAT (I) NO ACTION,
SUIT, INVESTIGATION OR PROCEEDING IS PENDING OR THREATENED IN ANY COURT OR
BEFORE ANY ARBITRATOR OR GOVERNMENTAL INSTRUMENTALITY THAT PURPORTS TO AFFECT
ANY BORROWER OR ANY SUBSIDIARY THEREOF OR ANY TRANSACTION CONTEMPLATED BY THE
LOAN DOCUMENTS, IF SUCH ACTION, SUIT, INVESTIGATION OR PROCEEDING COULD HAVE A
MATERIAL ADVERSE EFFECT, (II) IMMEDIATELY PRIOR TO AND FOLLOWING THE
TRANSACTIONS CONTEMPLATED HEREIN, EACH OF THE BORROWERS SHALL BE SOLVENT, AND
(III) IMMEDIATELY AFTER THE EXECUTION OF THIS CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS, (A) NO DEFAULT OR EVENT OF DEFAULT EXISTS AND (B) ALL
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND IN THE OTHER LOAN DOCUMENTS
ARE TRUE AND CORRECT;
(X)
A DULY COMPLETED COMPLIANCE CERTIFICATE AS OF THE LAST DAY OF THE
FISCAL QUARTER OF KKR FINANCIAL CORP. ENDED ON MARCH 31, 2007, SIGNED BY A
RESPONSIBLE OFFICER;
(XI)
EVIDENCE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, THAT THE SECURITY DOCUMENTS ARE EFFECTIVE TO CREATE IN
FAVOR OF THE ADMINISTRATIVE AGENT A LEGAL, VALID AND ENFORCEABLE FIRST LIEN AND
SECURITY INTEREST IN OR ON EACH ITEM OF COLLATERAL IN EXISTENCE AND OWNED OR
CONTROLLED BY THE BORROWERS AS OF THE CLOSING DATE (IN THE CASE OF KKR FINANCIAL
CORP. AND KKR TRS), AS OF THE DATE OF THE EXISTING CREDIT AGREEMENT (IN THE CASE
OF KKR TRS LTD) OR THE DATE HEREOF (IN THE CASE OF THE OTHER BORROWERS). ALL
FILINGS, RECORDINGS, DELIVERIES 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)
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 ON BEHALF OF THE LENDERS;
(XIII)
SATISFACTORY FINANCIAL STATEMENTS OF THE TYPE DESCRIBED IN
SECTION 6.01(B) FOR THE FISCAL QUARTER OF KKR FINANCIAL CORP. ENDED MARCH 31,
2007;
(XIV)
EVIDENCE, IN FORM AND SUBSTANCE REASONABLY