DIRECTLY OR INDIRECTLY, FOR ANY PURPOSE THAT ENTAILS A VIOLATION OF ANY
OF THE REGULATIONS OF THE FRB, INCLUDING REGULATIONS T, U AND X.
6.12
KKR FINANCIAL TRANSACTIONS.
NOT LATER THAN SIXTY (60) DAYS AFTER
THE CLOSING DATE: (I) KKR FINANCIAL CORP. SHALL HAVE ISSUED A MINIMUM OF 100
SHARES OF REDEEMABLE PREFERRED STOCK WITH A PAR VALUE OF $5,000 PER SHARE TO AT
LEAST 100 UNAFFILIATED ACCREDITED INVESTORS, (II) KKR FINANCIAL SHALL HAVE
ASSUMED ALL OBLIGATIONS OF KKR FINANCIAL CORP. UNDER ITS STOCK INCENTIVE PLAN,
AND (III) KKR FINANCIAL SHALL HAVE ENTERED INTO THE MANAGEMENT AGREEMENT WITH
KKR FINANCIAL ADVISORS LLC, WHICH AGREEMENT SHALL BE IN FULL FORCE AND EFFECT.
BORROWERS SHALL PROVIDE TO THE ADMINISTRATIVE AGENT, PROMPTLY UPON THE
OCCURRENCE THEREOF, EVIDENCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT
OF THE SATISFACTION OF EACH OF THE FOREGOING COVENANTS.
ARTICLE VII.
NEGATIVE 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
not, nor shall it permit any Subsidiary to, directly or indirectly:
7.01
LIENS.
CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN UPON ANY
OF ITS PROPERTY, ASSETS OR REVENUES, WHETHER NOW OWNED OR HEREAFTER ACQUIRED,
OTHER THAN THE FOLLOWING:
(A)
AS TO COLLATERAL ONLY, LIENS PURSUANT TO OR AS CONTEMPLATED IN ANY
LOAN DOCUMENT AND PERMITTED ENCUMBRANCES (ONLY WITH RESPECT TO CLAUSES (A) AND
(E) OF THE DEFINITION THEREOF) SUBORDINATE TO SUCH LIENS; AND
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(B)
AS TO ALL OTHER ASSETS AND PROPERTIES OF THE BORROWERS AND THEIR
SUBSIDIARIES OTHER THAN COLLATERAL:
(I)
PERMITTED ENCUMBRANCES;
(II)
LIENS PURSUANT TO OR AS CONTEMPLATED IN ANY LOAN DOCUMENT;
(III)
LIENS EXISTING ON THE DATE HEREOF AND LISTED ON SCHEDULE 7.01 AND
ANY RENEWALS OR EXTENSIONS THEREOF, PROVIDED THAT (I) THE PROPERTY OR ASSET
COVERED THEREBY IS NOT CHANGED, (II) THE AMOUNT SECURED OR BENEFITED THEREBY IS
NOT INCREASED EXCEPT AS CONTEMPLATED BY SECTION 7.03(B), (III) THE DIRECT OR ANY
CONTINGENT OBLIGOR WITH RESPECT THERETO IS NOT CHANGED, AND (IV) ANY RENEWAL OR
EXTENSION OF THE OBLIGATIONS SECURED OR BENEFITED THEREBY IS PERMITTED BY
SECTION 7.03(B);
(IV)
LIENS SECURING INDEBTEDNESS PERMITTED UNDER SECTION 7.03(K);
(V)
LIENS ON CASH DEPOSITS WITH ISSUERS OF LETTERS OF CREDIT IN
SUPPORT OF LETTER OF CREDIT OBLIGATIONS PERMITTED UNDER SECTION 7.03(J);
(VI)
ANY LIEN EXISTING ON ANY PROPERTY OR ASSET PRIOR TO THE
ACQUISITION THEREOF BY ANY OF THE BORROWERS OR ANY SUBSIDIARY OR EXISTING ON ANY
PROPERTY OR ASSET OF ANY PERSON THAT BECOMES A SUBSIDIARY AFTER THE DATE HEREOF
PRIOR TO THE TIME SUCH PERSON BECOMES A SUBSIDIARY; PROVIDED THAT (I) SUCH LIEN
IS NOT CREATED IN CONTEMPLATION OF OR IN CONNECTION WITH SUCH ACQUISITION OR
SUCH PERSON BECOMING A SUBSIDIARY, AS THE CASE MAY BE, (II) SUCH LIEN SHALL NOT
APPLY TO ANY OTHER PROPERTY OR ASSETS OF ANY OF THE BORROWERS OR ANY SUBSIDIARY
AND (III) SUCH LIEN SHALL SECURE ONLY THOSE OBLIGATIONS WHICH IT SECURES ON THE
DATE OF SUCH ACQUISITION OR THE DATE