Establishment of New Classes; Authorized Shares. (a) In addition to the Class D Shares, the Class E Shares, the Class F Shares, the Class G Shares, the Class H Shares, the Class I Shares, the Class R-D Shares, the Class R-I Shares, the Class R-S Shares, the Class R-U Shares, the Class S Shares and the Class U Shares, the Board of Directors may, without the consent of any other Person, cause the Company to (i) create additional Classes of Shares, including Investor Shares and KKR Shares, having such terms, rights, designations, preferences, powers and duties (which rights or powers may be senior to existing Classes of Shares), as the Board of Directors shall determine, including, without limitation: (A) the right of any such Class of Shares to share in Company distributions; (B) the allocation to any such Class of Shares of items of Company income, gains, losses, deductions and credits; (C) the rights of any such Class of Shares upon dissolution of the Company; and (D) the right of any such Class of Shares to vote on matters relating to the Company and this Agreement and, (ii) issue Shares of any Class, including Investor Shares and KKR Shares, for such consideration, if any, as the Board of Directors may deem appropriate; provided, however, that the Board of Directors shall not effect any issuance of any additional Class G Shares or create any additional Classes of Shares, including Investor Shares and KKR Shares, with (I) any terms, rights, designations, preferences, powers or duties pari passu or senior to the terms, rights, designations, preferences, powers or duties of the Class G Shares (including, without limitation, those terms, rights, designations, preferences, powers and duties contemplated by Sections 5.2, 5.4, 6.1, 7.3, 11.1 and 11.8 of this Agreement), or (II) any voting rights different from voting rights granted to holders of any Class of Shares created and existing on the date hereof, without obtaining the prior written consent of Class G Members holding a majority of the outstanding Class G Shares. The Members understand and agree that, except as otherwise provided for in this Section 7.2(a) or any other section of this Agreement, rights afforded to any additional Class of Shares (including, without limitation, rights to Company distributions) may be senior to and result in a reduction and/or dilution in the rights of then outstanding Shares. In connection with the creation of any additional Class of Shares, the Board of Directors shall, without the consent of any other Person, approve a...
