OF EQUITY INTEREST OF THE
APPLICABLE CLASS OR SERIES IN RESPECT OF WHICH SUCH RESTRICTED PAYMENT IS BEING
MADE;
(C)
THE BORROWERS AND EACH SUBSIDIARY MAY
DECLARE AND MAKE DIVIDEND PAYMENTS OR OTHER DISTRIBUTIONS PAYABLE SOLELY IN THE
COMMON STOCK OR OTHER COMMON EQUITY INTERESTS OF SUCH PERSON; AND
(D)
ANY BORROWER MAY MAKE RESTRICTED PAYMENTS
PURSUANT TO AND IN ACCORDANCE WITH STOCK OPTION PLANS OR OTHER BENEFIT PLANS FOR
MANAGEMENT OR EMPLOYEES OF SUCH BORROWER AND ITS SUBSIDIARIES.
7.07
TRANSACTIONS WITH AFFILIATES. ENTER INTO ANY
TRANSACTION OF ANY KIND WITH ANY AFFILIATE OF ANY BORROWER EXCEPT (A) IN THE
ORDINARY COURSE OF BUSINESS AT PRICES AND ON TERMS AND CONDITIONS NOT LESS
FAVORABLE TO SUCH BORROWER OR SUCH SUBSIDIARY THAN COULD BE OBTAINED ON AN
ARM'S-LENGTH BASIS FROM UNRELATED THIRD PARTIES, (B) TRANSACTIONS BETWEEN OR
AMONG ANY BORROWER AND ITS WHOLLY OWNED SUBSIDIARIES NOT INVOLVING ANY OTHER
AFFILIATE, (C) TRANSACTIONS FOR WHICH KKR FINANCIAL OR SUCH SUBSIDIARY IS
OBLIGATED UNDER THE MANAGEMENT AGREEMENT AND (D) ANY RESTRICTED PAYMENT
PERMITTED BY SECTION 7.06.
7.08
BURDENSOME AGREEMENTS. ENTER INTO ANY CONTRACTUAL
OBLIGATION (OTHER THAN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT) THAT RESTRICTS
OR IMPOSES ANY CONDITION UPON (I) THE ABILITY OF ANY BORROWER OR ANY SUBSIDIARY
TO CREATE, INCUR OR PERMIT TO EXIST ANY LIEN UPON ANY OF ITS PROPERTY OR ASSETS,
OR (II) THE ABILITY OF ANY SUBSIDIARY TO PAY DIVIDENDS OR OTHER DISTRIBUTIONS
WITH RESPECT TO ANY SHARES OF ITS CAPITAL STOCK OR TO MAKE OR REPAY LOANS OR
ADVANCES TO ANY BORROWER OR ANY OTHER SUBSIDIARY OR TO GUARANTEE INDEBTEDNESS OF
ANY BORROWER OR ANY OTHER SUBSIDIARY; PROVIDED THAT (A) THE FOREGOING SHALL NOT
APPLY TO RESTRICTIONS AND CONDITIONS IMPOSED BY LAW OR BY THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR UPON ANY FINANCING SPE BY ANY LENDER THERETO OR INVESTOR
THEREIN OR UPON ANY TRUST PREFERRED FINANCING VEHICLE IN RESPECT OF ITS COMMON
SECURITIES ISSUED TO A BORROWER OR ANY SUBSIDIARY OF A BORROWER, (B) THE
FOREGOING SHALL NOT APPLY TO RESTRICTIONS AND CONDITIONS EXISTING ON THE DATE
HEREOF IDENTIFIED ON SCHEDULE 7.08 (BUT SHALL APPLY TO ANY EXTENSION OR RENEWAL
OF, OR ANY AMENDMENT OR MODIFICATION EXPANDING THE SCOPE OF, ANY SUCH
RESTRICTION OR CONDITION), (C) THE FOREGOING SHALL NOT APPLY
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TO CUSTOMARY RESTRICTIONS AND CONDITIONS CONTAINED IN AGREEMENTS RELATING TO THE
SALE OF A SUBSIDIARY PENDING SUCH SALE, PROVIDED SUCH RESTRICTIONS AND
CONDITIONS APPLY ONLY TO THE SUBSIDIARY THAT IS TO BE SOLD AND SUCH SALE IS
PERMITTED HEREUNDER, (D) CLAUSE (I) OF THE FOREGOING SHALL NOT APPLY TO
RESTRICTIONS OR CONDITIONS IMPOSED BY ANY AGREEMENT RELATING TO SECURED
INDEBTEDNESS PERMITTED BY THIS AGREEMENT IF SUCH RESTRICTIONS OR CONDITIONS
APPLY ONLY TO THE PROPERTY OR ASSETS SECURING SUCH INDEBTEDNESS AND (E) CLAUSE
(I) OF THE FOREGOING SHALL NOT APPLY TO CUSTOMARY PROVISIONS IN LEASES AND OTHER
CONTRACTS RESTRICTING THE ASSIGNMENT THEREOF.
For the avoidance of doubt, except to the extent that the Borrowers grant a Lien
to the trustee of any