securing
Non-Recourse Debt (including the total assets of Excluded Subsidiaries) over the
amount of the related Non-Recourse Debt that is reflected in Shareholders'
Equity:
$
E.1.
Either:
Less the absolute value of accumulated other comprehensive income as determined
in accordance with GAAP:
$
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 after the
Closing Date:
$
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 at Statement Date:
(Line I.D. ̧ Line II.G.) (cannot exceed 0.65 during any period)
5
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 Second Amended and Restated 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 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
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 the Credit 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 revolving credit facility established pursuant to the Credit Agreement
(including, without limitation, Letters of Credit and Swing Line Loans) 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 Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any