Change of Requirements. If there is any change in circumstance (including the imposition of alternative or additional requirements) which in the reasonable opinion of the Administrative Agent renders or will render the above formula (or any element thereof, or any defined term used therein) inappropriate or inapplicable, the Administrative Agent shall (with the written consent of the Borrower Agent, which shall not be unreasonably withheld) be entitled to vary the same. Any such variation shall, in the absence of manifest error, be conclusive and binding on all parties and shall apply from the date specified in such notice. [FORM OF] OPINION OF XXXX XXXXXXXXX XXXXXXXXXX, COUNSEL July 31, 2007 JPMorgan Chase Bank, N.A. as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and The Lenders party to the Credit Agreement described below Ladies and Gentlemen: Reference is made to the Five-Year Credit Agreement, dated as of May 31, 2007 (the “Credit Agreement”), among WABCO Holdings Inc., a Delaware corporation (“Holdings”), WABCO Group Inc., a Delaware corporation (“WGI”), WABCO Group International Inc., a Delaware corporation (“WGII,” and together with Holdings and WGI, collectively the “Domestic Credit Parties”), the other Borrowing Subsidiaries from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank and Swingline Lender; X.X. Xxxxxx Europe Limited, as London Agent, ABN AMRO N.V., as Syndication Agent; and Bank of America, N.A., BNP Paribas and Citibank, N.A., as Documentation Agents. I am counsel of the Domestic Credit Parties and have acted as such in connection with the Credit Agreement, and in such capacity I am familiar with the Credit Agreement. Capitalized terms used herein without other definition are used as defined in, or by reference in, the Credit Agreement. I have also examined and relied upon the representations and warranties as to factual matters contained in and made pursuant to the Credit Agreement and have examined and relied upon the originals or copies certified, or otherwise identified to my satisfaction, of such records, documents, certificates and other instruments, and have made such other investigations, as in my judgment are necessary or appropriate to enable me to render the opinion expressed below. Subject to and based upon the foregoing, I am of the opinion that:
Change of Requirements. (a) During the Term, if either Party determines that Company requires a sustained substantial increase or reduction in the level of Services or any element of the Services needed by the Company Group Business such changes shall be governed by applicable provisions of Section 2.2(b) and this Section 2.9.
Change of Requirements. If there is any change in circumstance (including the imposition of alternative or additional requirements) which in the reasonable opinion of the Administrative Agent renders or will render the above formula (or any element thereof, or any defined term used therein) inappropriate or inapplicable, the Administrative Agent shall (with the written consent of the Company, which shall not be unreasonably withheld) be entitled to vary the same. Any such variation shall, in the absence of manifest error, be conclusive and binding on all parties and shall apply from the date specified in such notice.
Change of Requirements. During the Term, if either Party determines that Client requires a [***]* in the level of Services or any element of the Services needed by the Client Group beyond the amounts covered by an ARC (defined in a Schedule to the applicable Service Agreement) or RRC (defined in a Schedule to the applicable Service Agreement) adjustment pursuant to the Schedule, such changes shall be addressed through Change Control.
Change of Requirements. The U.S. Government shall immediately advise the BPA holder when there is any change in requirements, e.g. cancellation, extension, etc.
Change of Requirements. If there is any change in circumstance (including the imposition of alternative or additional requirements) which in the reasonable opinion of the Administrative Agent renders or will render the above formula (or any element thereof, or any defined term used therein) inappropriate or inapplicable, the Administrative Agent shall (with the written consent of the Company, which shall not be unreasonably withheld) be entitled to vary the same. Any such variation shall, in the absence of manifest error, be conclusive and binding on all parties and shall apply from the date specified in such notice. EXHIBIT F FORM OF SUBSIDIARY GUARANTEE AGREEMENT SUBSIDIARY GUARANTEE AGREEMENT dated as of April 3, 2012 among MOLSON COORS BREWING COMPANY, a Delaware corporation (the “Company”), each subsidiary of the Company listed on Schedule I hereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent (the “Administrative Agent”), on behalf of the Lenders under the Credit Agreement referred to below. Reference is made to the Term Loan Agreement dated as of April 3, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, the Lenders from time to time party thereto and the Administrative Agent. The Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Each of the Guarantors (as defined below) is a Subsidiary of the Company, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and is willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:
Change of Requirements. CREDCO may, from time to time, change any of the requirements herein (including by imposing new requirements or procedures or modifying existing ones) by giving Client written notice of the change. Client will conform its systems, applications, processes, and procedures to comply with the change not later than the effective date specified by CREDCO in the notice, or if none is specified, thirty (30) days after receipt of the notice.
Change of Requirements. If there is any change in law, regulation or any requirements from time to time imposed by the Bank of England, the FSA or the European Central Bank which renders or will render the above formula (or any element thereof, or any defined term used therein) inappropriate or inapplicable, the Administrative Agent shall be entitled, after consultation with the Borrower, to vary the same to the extent necessary to comply with or reflect such change. Any such variation shall, in the absence of manifest error, be conclusive and binding on all parties and shall apply from the date specified in such notice. EXHIBIT E-1 Harsco Harsco Corporation 000 Xxxxxx Xxxxxx Xxxx Xxxx Xxxx, XX 00000 XXX Mail: X.X. Xxx 0000 Xxxx Xxxx. XX 00000-0000 XXX Telephone: 000.000.0000 Fax: 000.000.0000 Web: xxx.xxxxxx.xxx March __, 2012 To the Lenders and the Administrative Agent Referred to Below Ladies and Gentlemen:
Change of Requirements. If there is any change in circumstance (including the imposition of alternative or additional requirements) which in the reasonable opinion of the Administrative Agent renders or will render the above formula (or any element thereof, or any defined term used therein) inappropriate or inapplicable, the Administrative Agent shall (with the written consent of the Borrower Agent, which shall not be unreasonably withheld) be entitled to vary the same. Any such variation shall, in the absence of manifest error, be conclusive and binding on all parties and shall apply from the date specified in such notice. EXHIBIT E AMERICAN STANDARD COMPANIES INC. FINANCIAL OFFICER’S COMPLIANCE CERTIFICATE Reference is made to the Five-Year Credit Agreement dated as of November 6, 2001 (as amended, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among American Standard Companies Inc. (“Holdings”), American Standard Inc., American Standard International Inc., the Borrowing Subsidiaries, the Lenders from time to time party thereto, The Chase Manhattan Bank, as Administrative Agent, Issuing Bank and Swingline Lender, Chase Manhattan International Limited, as London Agent, Chase Manhattan International Limited, as Italian Agent, Bank of America, N.A., Citibank, N.A. and Deutsche Bank AG, as Co-Syndication Agents, and The Industrial Bank of Japan Trust Company and Lloyds TSB Bank PLC, as Documentation Agents (capitalized terms used herein have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein). Pursuant to Section 5.05 of the Credit Agreement, the undersigned, in his/her capacity as a Financial Officer of Holdings, certifies as follows:
Change of Requirements. The Agent may amend or replace the formula if it ceases to reflect the requirements of the Bank of England. An amended or replacement formula reflecting such amendments will take effect in accordance with the terms of a notice given by the Agent to the Borrower. SCHEDULE 3: CONDITIONS PRECEDENT
