ALL OF THE BORROWERS' OBLIGATIONS UNDER THIS ARTICLE III
SHALL SURVIVE TERMINATION OF THE AGGREGATE COMMITMENTS AND REPAYMENT OF ALL
OTHER OBLIGATIONS HEREUNDER.
47
ARTICLE IV.
CONDITIONS PRECEDENT TO BORROWINGS
4.01
CONDITIONS OF INITIAL BORROWING.
THE OBLIGATION OF EACH LENDER TO
MAKE ITS INITIAL BORROWING HEREUNDER IS SUBJECT TO SATISFACTION OF THE FOLLOWING
CONDITIONS PRECEDENT:
(A)
THE ADMINISTRATIVE AGENT'S RECEIPT OF THE FOLLOWING, EACH OF WHICH
SHALL BE ORIGINALS OR TELECOPIES (FOLLOWED PROMPTLY BY ORIGINALS) UNLESS
OTHERWISE SPECIFIED, PROPERLY EXECUTED BY A RESPONSIBLE OFFICER OF THE SIGNING
BORROWER, OR OTHER APPROPRIATE PARTY, AS APPLICABLE, AND EACH IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS, OR
TO THE ADMINISTRATIVE AGENT ON BEHALF OF THE LENDERS, AS NOTED BELOW:
(I)
EXECUTED COUNTERPARTS OF THIS AGREEMENT, SUFFICIENT IN NUMBER FOR
DISTRIBUTION TO THE ADMINISTRATIVE AGENT, EACH LENDER AND THE BORROWERS;
(II)
EXECUTED COUNTERPARTS OF THE COLLATERAL AGREEMENT AND SECURITY
AGREEMENT, SUFFICIENT IN NUMBER FOR DISTRIBUTION TO THE ADMINISTRATIVE AGENT AND
THE CUSTODIAN;
(III)
A NOTE EXECUTED BY THE BORROWERS IN FAVOR OF EACH LENDER
REQUESTING A NOTE;
(IV)
SUCH CERTIFICATES OF RESOLUTIONS OR OTHER ACTION, INCUMBENCY
CERTIFICATES AND/OR OTHER CERTIFICATES OF RESPONSIBLE OFFICERS OF EACH BORROWER
AS THE ADMINISTRATIVE AGENT MAY REQUIRE EVIDENCING THE IDENTITY, AUTHORITY AND
CAPACITY OF EACH RESPONSIBLE OFFICER THEREOF AUTHORIZED TO ACT AS A RESPONSIBLE
OFFICER IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH
SUCH BORROWER IS A PARTY;
(V)
SUCH DOCUMENTS AND CERTIFICATIONS AS THE ADMINISTRATIVE AGENT MAY
REASONABLY REQUIRE TO EVIDENCE THAT EACH BORROWER IS DULY ORGANIZED OR FORMED,
AND THAT EACH OF THE BORROWERS IS VALIDLY EXISTING, IN GOOD STANDING AND
QUALIFIED TO ENGAGE IN BUSINESS IN EACH JURISDICTION WHERE SUCH BORROWERS'
OWNERSHIP, LEASE OR OPERATION OF PROPERTIES OR THE CONDUCT OF ITS BUSINESS
REQUIRES SUCH QUALIFICATION, EXCEPT TO THE EXTENT THAT FAILURE TO DO SO COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT;
(VI)
A FAVORABLE WRITTEN OPINION (ADDRESSED TO THE ADMINISTRATIVE AGENT
AND THE LENDERS AND DATED AS OF THE EFFECTIVE DATE OF THIS AGREEMENT) OF EACH OF
(I) THE IN-HOUSE GENERAL COUNSEL FOR THE BORROWERS, SUBSTANTIALLY IN THE FORM OF
EXHIBIT G-1 HERETO (II) SIDLEY AUSTIN LLP, COUNSEL FOR THE BORROWERS,
SUBSTANTIALLY IN THE FORM OF EXHIBIT G-2 HERETO, (III) MAPLES AND CALDER,
COUNSEL FOR THE BORROWERS THAT ARE CAYMAN ISLANDS COMPANIES, WITH RESPECT TO
MATTERS OF CAYMAN ISLANDS LAW SUBSTANTIALLY IN THE FORM OF EXHIBIT G-3 AND (IV)
HUNTON & WILLIAMS LLP, COUNSEL FOR KKR FINANCIAL CORP., SUBSTANTIALLY IN THE
FORM OF EXHIBIT G-4 HERETO, AND IN EACH CASE, COVERING SUCH OTHER MATTERS
RELATING TO THE BORROWERS, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE
TRANSACTION CONTEMPLATED HEREBY OR THEREBY AS THE ADMINISTRATIVE AGENT SHALL
REASONABLY REQUEST. THE BORROWERS HEREBY REQUEST SUCH COUNSEL TO DELIVER SUCH
OPINIONS;
(VII)
A CERTIFICATE SIGNED BY A RESPONSIBLE OFFICER OF EACH BORROWER, IN
A FORM SATISFACTORY TO THE ADMINISTRATIVE AGENT, EITHER (A) ATTACHING COPIES OF
ALL CONSENTS, LICENSES AND APPROVALS REQUIRED IN