("Holdings"), AGL CAPITAL CORPORATION, a Nevada corporation (the "Borrower"),
the several banks and other financial institutions or entities from time to time
parties thereto (the "Lenders"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as
administrative agent (in such capacity, the "Administrative Agent"), the
undersigned ______________________, in his/her capacity as
______________________ of [the Borrower][Holdings] hereby certifies as follows:
1. The representations and warranties of [the Borrower][Holdings] set forth in
each of the Loan Documents to which it is a party or which are contained in any
certificate furnished by or on behalf of the Company pursuant to any of the Loan
Documents to which it is a party are true and correct in all material respects
(except to the extent that such representation and warranty is qualified by
materiality, in which case such representation and warranty shall be true and
correct in all respects) on and as of the date hereof with the same effect as if
made on the date hereof, except for representations and warranties expressly
stated to relate to a specific earlier date, in which case such representations
and warranties were true and correct in all material respects as of such earlier
date.
2. No Default or Event of Default has occurred and is continuing as of the date
hereof or after giving effect to any Loans to be made on the date hereof.
3. The conditions precedent set forth in Section 5.1 of the Credit Agreement
were satisfied as of the Closing Date.
[signatures on following page]
C -
IN WITNESS WHEREOF, the undersigned has executed this Closing Certificate as of
the date set forth below.
Name:
Title:
Date:
_________, 2011
EXHIBIT D
FORM OF ASSIGNMENT AND ACCEPTANCE
This Assignment and Acceptance (the "Assignment and Acceptance") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each]1 Assignor identified in item 1 below ([the][each, an] "Assignor")
and [the][each]2 Assignee identified in item 2 below ([the][each, an]
"Assignee").
[It is understood and agreed that the rights and obligations of
[the Assignors][the Assignees]3 hereunder are several and not
joint.]4
Capitalized terms used but not defined herein shall have the meanings
given to them in the Credit Agreement identified below (as amended, the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by [the][each]
Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Acceptance as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under