BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
NO REPORT, FINANCIAL
STATEMENT, CERTIFICATE OR OTHER WRITTEN INFORMATION FURNISHED BY OR ON BEHALF OF
ANY BORROWER TO THE ADMINISTRATIVE AGENT OR ANY LENDER IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY AND THE NEGOTIATION OF THIS AGREEMENT OR
DELIVERED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT (IN EACH CASE, AS MODIFIED
OR SUPPLEMENTED BY OTHER INFORMATION SO FURNISHED) CONTAINS ANY MATERIAL
MISSTATEMENT OF FACT OR OMITS TO STATE ANY MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING AS OF THE DATE FURNISHED; PROVIDED THAT, WITH RESPECT TO
PROJECTED FINANCIAL INFORMATION, THE BORROWERS REPRESENT ONLY THAT SUCH
INFORMATION WAS PREPARED IN GOOD FAITH BASED UPON ASSUMPTIONS BELIEVED TO BE
REASONABLE AT THE TIME.
5.14
COMPLIANCE WITH LAWS.
EACH BORROWER AND EACH SUBSIDIARY THEREOF IS
IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF ALL LAWS AND ALL
ORDERS, WRITS, INJUNCTIONS AND DECREES APPLICABLE TO IT OR TO ITS PROPERTIES,
EXCEPT IN SUCH INSTANCES IN WHICH (A) SUCH REQUIREMENT OF LAW OR ORDER, WRIT,
INJUNCTION OR DECREE IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
DILIGENTLY CONDUCTED OR (B) THE FAILURE TO COMPLY THEREWITH, EITHER INDIVIDUALLY
OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
5.15
SOLVENCY.
EACH OF THE BORROWERS IS AND, AFTER CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, WILL BE SOLVENT.
5.16
BORROWING BASE REPORT.
THE MOST RECENT BORROWING BASE REPORT
DELIVERED BY THE BORROWERS ACCURATELY REFLECTS THE BORROWING BASE AND THE VALUE
OF ALL ELIGIBLE SPECIFIED FINANCIAL ASSETS INCLUDED THEREIN ON AND AS OF THE
DATE OF SUCH BORROWING BASE REPORT (OR, IN THE CASE OF VALUES, AS OF THE MOST
RECENT DATE THAT SUCH VALUES ARE REQUIRED TO BE DETERMINED) AND ALL RELATED
BORROWING BASE INFORMATION SET FORTH THEREIN AND THE VALUE OF ALL ELIGIBLE
SPECIFIED FINANCIAL ASSETS IS TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND
AS OF THE DATE OF SUCH BORROWING BASE REPORT (OR, IN THE CASE OF VALUES, AS OF
THE MOST RECENT DATE THAT SUCH VALUES ARE REQUIRED TO BE DETERMINED).
ARTICLE VI.
AFFIRMATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, the Borrowers shall,
and shall (except in the case of the covenants set forth in Sections 6.01, 6.02,
and 6.03) cause each Subsidiary to:
6.01
FINANCIAL STATEMENTS.
DELIVER TO THE ADMINISTRATIVE AGENT AND EACH
LENDER:
(A)
AS SOON AS AVAILABLE, BUT IN ANY EVENT WITHIN 90 DAYS AFTER THE
END OF EACH FISCAL YEAR OF KKR FINANCIAL, A CONSOLIDATED BALANCE SHEET OF KKR
FINANCIAL AND ITS SUBSIDIARIES AS AT THE END OF SUCH FISCAL YEAR, AND THE
RELATED CONSOLIDATED STATEMENTS OF INCOME OR OPERATIONS, SHAREHOLDERS' EQUITY
AND CASH FLOWS FOR SUCH FISCAL YEAR, SETTING FORTH, IN EACH CASE, IN COMPARATIVE
FORM THE FIGURES FOR THE PREVIOUS FISCAL YEAR, ALL IN REASONABLE DETAIL AND