Common use of Change of Control Redemption Clause in Contracts

Change of Control Redemption. (a) If a Change of Control Event occurs prior to June 15, 2021, within 60 days of the occurrence of such Change of Control Event, the Partnership may, in the Managing Partner’s sole discretion, redeem the Series A Preferred Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A Preferred Unit plus an amount equal to any declared and unpaid distributions to, but excluding, the redemption date. (b) In the event the Partnership elects to redeem all of the Series A Preferred Units as aforesaid in Section 16.6(a) of this Agreement, the Partnership shall give notice of any such redemption to the Series A Holders at least 30 days prior to the date fixed for such redemption. (c) If (i) a Change of Control Event occurs (whether before, on or after June 15, 2021) and (ii) the Partnership does not give notice to the Series A Holders prior to the 31st day following the Change of Control Event to redeem all the Outstanding Series A Preferred Units, the Series A Distribution Rate shall increase by 5.00%, beginning on the 31st day following the consummation of such Change of Control Event. (d) In connection with any Change of Control and any particular reduction in the rating on a series of the KKR Senior Notes (or, if no KKR Senior Notes are outstanding, a reduction in the Partnership’s long-term issuer rating), the Managing Partner shall request from the Rating Agencies each such Rating Agency’s written confirmation whether such reduction in the rating on each such series of KKR Senior Notes (or, if no KKR Senior Notes are outstanding, the Partnership’s long-term issuer rating) was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of any Below Investment Grade Rating Event). (e) The Series A Holders shall have no right to require redemption of any Series A Preferred Units pursuant to this Section 16.6.

Change of Control Redemption. (a) If a Change of Control Event occurs prior to June 1530, 2021, within 60 days of the occurrence of such Change of Control Event, the Partnership may, in the Managing General Partner’s sole discretion, redeem the Series A Preferred Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A Preferred Unit plus an amount equal to any declared and unpaid distributions to, but excluding, the redemption date. (b) In the event the Partnership elects to redeem all of the Series A Preferred Units as aforesaid in Section 16.6(a) of this Agreement, the Partnership shall give notice of any such redemption to the Series A Holders at least 30 (and no more than 60) days prior to the date fixed for such redemption. (c) If (i) a Change of Control Event occurs (whether before, on or after June 1530, 2021) and (ii) the Partnership does not give notice to the Series A Holders prior to the 31st day following the Change of Control Event to redeem all the Outstanding Series A Preferred Units, the Series A Distribution Rate shall increase by 5.00%, beginning on the 31st day following the consummation of such Change of Control Event. (d) In connection with any Change of Control and any particular reduction in the rating on a series of the KKR Ares Senior Notes (or, if no KKR Ares Senior Notes are outstanding, a reduction in the Partnership’s long-term issuer rating), the Managing General Partner shall request from the Rating Agencies each such Rating Agency’s written confirmation whether such reduction in the rating on each such series of KKR Ares Senior Notes (or, if no KKR Ares Senior Notes are outstanding, the Partnership’s long-term issuer rating) was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of any Below Investment Grade Rating Event). (e) The Series A Holders shall have no right to require redemption of any Series A Preferred Units pursuant to this Section 16.6.

Change of Control Redemption. (a) If a Change of Control Event occurs prior to June September 15, 2021, within 60 days of the occurrence of such Change of Control Event, the Partnership may, in the Managing Partner’s sole discretion, redeem the Series A B Preferred Units, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A B Preferred Unit plus an amount equal to any declared and unpaid distributions to, but excluding, the redemption date. (b) In the event the Partnership elects to redeem all of the Series A B Preferred Units as aforesaid in Section 16.6(a17.6(a) of this Agreement, the Partnership shall give notice of any such redemption to the Series A B Holders at least 30 days prior to the date fixed for such redemption. (c) If (i) a Change of Control Event occurs (whether before, on or after June September 15, 2021) and (ii) the Partnership does not give notice to the Series A B Holders prior to the 31st day following the Change of Control Event to redeem all the Outstanding Series A B Preferred Units, the Series A B Distribution Rate shall increase by 5.00%, beginning on the 31st day following the consummation of such Change of Control Event. (d) In connection with any Change of Control and any particular reduction in the rating on a series of the KKR Senior Notes (or, if no KKR Senior Notes are outstanding, a reduction in the Partnership’s long-term issuer rating), the Managing Partner shall request from the Rating Agencies each such Rating Agency’s written confirmation whether such reduction in the rating on each such series of KKR Senior Notes (or, if no KKR Senior Notes are outstanding, the Partnership’s long-term issuer rating) was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of any Below Investment Grade Rating Event). (e) The Series A B Holders shall have no right to require redemption of any Series A B Preferred Units pursuant to this Section 16.617.6.

Change of Control Redemption. (a) If a Change of Control Event occurs prior to June 1530, 2021, within 60 days of the occurrence of such Change of Control Event, the Partnership Company may, in the Managing General Partner’s sole discretion, redeem the Series A Preferred UnitsShares, in whole but not in part, out of funds legally available therefor, at a redemption price equal to $25.25 per Series A Preferred Unit Share plus an amount equal to any declared and unpaid distributions to, but excluding, the redemption date. (b) In the event the Partnership Company elects to redeem all of the Series A Preferred Units Shares as aforesaid in Section 16.6(a) of this Agreement, the Partnership Company shall give notice of any such redemption to the Series A Holders at least 30 (and no more than 60) days prior to the date fixed for such redemption. (c) If (i) a Change of Control Event occurs (whether before, on or after June 1530, 2021) and (ii) the Partnership Company does not give notice to the Series A Holders prior to the 31st day following the Change of Control Event to redeem all the Outstanding Series A Preferred UnitsShares, the Series A Distribution Rate shall increase by 5.00%, beginning on the 31st day following the consummation of such Change of Control Event. (d) In connection with any Change of Control and any particular reduction in the rating on a series of the KKR Ares Senior Notes (or, if no KKR Ares Senior Notes are outstanding, a reduction in the PartnershipCompany’s long-term issuer rating), the Managing General Partner shall request from the Rating Agencies each such Rating Agency’s written confirmation whether such reduction in the rating on each such series of KKR Ares Senior Notes (or, if no KKR Ares Senior Notes are outstanding, the PartnershipCompany’s long-term issuer rating) was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of any Below Investment Grade Rating Event). (e) The Series A Holders shall have no right to require redemption of any Series A Preferred Units Shares pursuant to this Section 16.6.