in Shareholders' Equity, any excess of the net book
value of assets subject to Liens securing Non-Recourse Debt (including the total
assets of Excluded Subsidiaries) over the amount of the related Non-Recourse
Debt:
$_______
E.1.
Either:
Less the absolute value of accumulated other comprehensive income as determined
in accordance with GAAP:
$_______
Exhibit C - Page 4
Form of Compliance Certificate
Or
E.2.
Plus the absolute value of accumulated other comprehensive loss as determined in
accordance with GAAP:
$_______
F.
Non-cash write-downs, impairments, and related charges occurring July 31, 2017
as determined in accordance with GAAP:
$_______
G.
Total Capital at Statement Date (Lines II.A. + II.B. + II.C. - II.D. and either
- II.E1. (in the case of accumulated other comprehensive income) or + II.E2. (in
the case of accumulated other comprehensive loss) + II.F.:
$_______
III.
Consolidated Debt to Total Capital on the Statement Date: (Line I.D. ̧ Line
II.G.) (cannot exceed 0.65 during any period)
Exhibit C - Page 5
Form of Compliance Certificate
EXHIBIT D
FORM OF ASSIGNMENT AND ASSUMPTION
This Assignment and Assumption (this "Assignment and Assumption") 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 Term Loan Agreement identified below (as amended, the
"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 Assumption 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
set forth on Annex I hereto and the 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 the Agreement and any
other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor] [the respective Assignors]
under the facilities identified below and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other
right of [the Assignor (in its capacity as a Lender)] [the respective Assignors
(in their respective capacities as Lenders)] against any Person, whether known
or unknown, arising under or in connection with the Agreement, any