SUBLICENSE TO ANY PARTY OTHER THAN THE SUBSIDIARIES, OR (Z) USE THE MARK IN
CONNECTION OR COMBINATION WITH ANY OTHER NAME, TERM OR LOGO (EITHER OF ITS OWN
OR A THIRD PARTY) OTHER THAN THE COMPANY NAMES.
ALL RIGHTS NOT EXPRESSLY
GRANTED TO LICENSEE IN THIS ARTICLE 2 ARE RESERVED TO LICENSOR.
SECTION 2.1.
FOR PURPOSES HEREOF, "COMPANY NAMES" SHALL MEAN THE LEGAL NAMES
AND TRADE NAMES OF KKR FINANCIAL CORP., LICENSEE AND THE VARIOUS SUBSIDIARIES.
EACH SUCH LEGAL NAME OR TRADE NAME MUST USE THE MARK IMMEDIATELY PRECEDING
"FINANCIAL".
SECTION 2.2. FOR PURPOSES HEREOF, "SUBSIDIARY" SHALL MEAN AN ENTITY WHICH,
DIRECTLY OR INDIRECTLY, IS OWNED OR IS CONTROLLED BY LICENSEE.
AS USED HEREIN,
"CONTROL" MEANS THE POWER TO DIRECT THE MANAGEMENT OR AFFAIRS OF AN ENTITY, AND
"OWNERSHIP" MEANS THE BENEFICIAL OWNERSHIP OF FIFTY PERCENT (50%) OR MORE OF THE
VOTING EQUITY SECURITIES OR OTHER EQUIVALENT VOTING INTERESTS OF THE ENTITY.
SECTION 2.3. LICENSEE SHALL CAUSE THE SUBSIDIARIES TO COMPLY WITH ALL OF THE
DUTIES AND OBLIGATIONS HEREIN WHICH APPLY TO LICENSEE AND SHALL BE DIRECTLY
LIABLE HEREUNDER FOR ANY BREACH BY ANY OF THEM.
ARTICLE 3. OWNERSHIP.
LICENSEE AGREES THAT, AS BETWEEN THE PARTIES, LICENSOR IS
THE SOLE OWNER OF THE MARK.
LICENSEE AGREES NOT TO DIRECTLY OR INDIRECTLY
CHALLENGE OR CONTEST THE VALIDITY OF, OR LICENSOR'S RIGHTS IN THE MARK (AND THE
ASSOCIATED GOODWILL), INCLUDING WITHOUT LIMITATION, ARISING OUT OF OR RELATING
TO ANY THIRD-PARTY CLAIM, ALLEGATION, ACTION, DEMAND, PROCEEDING OR SUIT
("ACTION") REGARDING ENFORCEMENT OF THIS AGREEMENT OR INVOLVING ANY THIRD
PARTY.
THE PARTIES INTEND THAT ANY AND ALL GOODWILL IN THE MARK ARISING FROM
LICENSEE'S OR THE SUBSIDIARIES' USE OF THE COMPANY NAMES SHALL INURE SOLELY TO
THE BENEFIT OF LICENSOR.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT
LICENSEE OR A SUBSIDIARY IS DEEMED TO OWN ANY RIGHTS IN THE MARK (OR THE MARK
PORTION OF A COMPANY NAME), LICENSEE HEREBY ASSIGNS (OR SHALL CAUSE THE
SUBSIDIARY TO ASSIGN) SUCH RIGHTS TO LICENSOR TOGETHER WITH ALL GOODWILL
ASSOCIATED THEREWITH.
ARTICLE 4. USE OF THE MARK.
SECTION 4.1. LICENSEE SHALL MAINTAIN AND PRESERVE THE QUALITY OF THE MARK, AND
USE, AND CAUSE THE SUBSIDIARIES TO USE, THE COMPANY NAMES IN GOOD FAITH AND IN A
DIGNIFIED MANNER, IN A MANNER CONSISTENT WITH LICENSOR'S HIGH STANDARDS OF AND
REPUTATION FOR QUALITY, AND IN ACCORDANCE WITH GOOD TRADEMARK PRACTICE WHEREVER
THE MARK OR ANY COMPANY NAME IS USED.
LICENSEE SHALL NOT TAKE ANY ACTION THAT
COULD REASONABLY BE EXPECTED TO BE DETRIMENTAL TO THE MARK, EACH COMPANY NAME OR
THEIR ASSOCIATED GOODWILL.
IF LICENSOR DECIDES IN ITS SOLE DISCRETION TO
REGISTER THE MARK OR A COMPANY NAME, LICENSEE AGREES TO AFFIX ALL SUCH TRADEMARK
NOTICES AS MAY BE REQUESTED BY LICENSOR OR REQUIRED UNDER APPLICABLE LAWS.
SECTION 4.2. UPON REQUEST BY LICENSOR, LICENSEE SHALL FURNISH TO LICENSOR
REPRESENTATIVE SAMPLES OF ALL ADVERTISING AND PROMOTIONAL MATERIALS IN ANY MEDIA
THAT USE ANY COMPANY NAME.
LICENSEE SHALL MAKE ANY CHANGES TO SUCH MATERIALS
THAT LICENSOR REQUESTS TO COMPLY WITH