Common use of Change of Requirements Clause in Contracts

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. 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 AgentCompany, 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 XXXXXXXXXXEXHIBIT D DOVER CORPORATION 200 Xxxx Xxxxxx Xxx Xxxx, COUNSEL July 31XX 00000-0000 November 9, 2007 To Each of the Lenders and the Administrative Agent Party to the Five-Year Credit Agreement Referred to Below c/o JPMorgan Chase Bank, N.A. N.A., as Administrative Agent 000 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and The Lenders party to the Re: Five-Year Credit Agreement described below Ladies and Gentlemen: Reference is made I am General Counsel of Dover Corporation, a Delaware corporation (the “Company”), and have acted as counsel to the Company in connection with the Five-Year Credit Agreement, dated as of May 31November 9, 2007 (the “Five-Year 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”)Company, the other Borrowing Subsidiaries from time to time party thereto, the lenders from time to time party thereto, Lenders listed on the signature pages thereof and 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 This opinion is being rendered to you pursuant to Section 4.01(a)(i) 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 Five-Year Credit Agreement. Capitalized terms used but not defined herein without other definition are used as defined in, or by reference in, have the meanings attributed to them in the Five-Year Credit Agreement. The Company conducts substantially all of its business through its Segments. I am not the General Counsel of any of the Segments, but the Segments report to me quarterly on material litigation and/or contingencies and review other legal matters with me from time to time. I have also examined and relied upon the representations and warranties as to factual matters contained in and made pursuant to the Five-Year Credit Agreement and have examined and relied upon the originals or copies certified, certified or otherwise identified to my satisfaction, of such documents, corporate records, documents, certificates of public officials and other instrumentsinstruments as I have deemed relevant and necessary as the basis for the opinions set forth below. In such examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, photostatic or facsimile copies and the authenticity of the originals of such copies. As to various questions of fact material to the opinions rendered herein, I have relied upon the statements and representations in the documents which I have examined. I have assumed the due execution and delivery, pursuant to due authorization, of the documents that I have examined by each party thereto other than the Company, that each such party has the full power, authority and legal right to enter into and perform its obligations under each such document to which it is a party, that each such document constitutes the valid and legally binding obligation of each such other party, enforceable against such party in accordance with its terms, and have made that each such other investigationsparty has satisfied those legal requirements that are applicable to it to the extent necessary to make such documents enforceable against it. Based upon my examination, as in my judgment are necessary or appropriate described above, and subject to enable me to render the opinion expressed below. Subject to assumptions and based upon the foregoingqualifications stated, I am of the opinion that:

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 AgentCompany, 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 XXXXXXXXXXEXHIBIT D DOVER CORPORATION 200 Xxxx Xxxxxx Xxx Xxxx, COUNSEL July 31XX 00000-0000 October 26, 2007 2005 To Each of the Lenders and the Administrative Agent Party to the Five-Year Credit Agreement Referred to Below c/o JPMorgan Chase Bank, N.A. N.A., as Administrative Agent 000 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and The Lenders party to the Re: Five-Year Credit Agreement described below Ladies and Gentlemen: Reference is made I am General Counsel of Dover Corporation, a Delaware corporation (the “Company”), and have acted as counsel to the Company in connection with the Five-Year Credit Agreement, dated as of May 31October 26, 2007 2005 (the “Five-Year 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”)Company, the other Borrowing Subsidiaries from time to time party thereto, the lenders from time to time party thereto, Lenders listed on the signature pages thereof and 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 This opinion is being rendered to you pursuant to Section 4.01(a)(i) 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 Five-Year Credit Agreement. Capitalized terms used but not defined herein without other definition are used as defined in, or by reference in, have the meanings attributed to them in the Five-Year Credit Agreement. The Company conducts substantially all of its business through its Subsidiaries. I am not the General Counsel of any of the Subsidiaries, but the Subsidiaries report to me regularly on material litigation and/or contingencies and review other legal matters with me from time to time. I have also examined and relied upon the representations and warranties as to factual matters contained in and made pursuant to the Five-Year Credit Agreement and have examined and relied upon the originals or copies certified, certified or otherwise identified to my satisfaction, of such documents, corporate records, documents, certificates of public officials and other instrumentsinstruments as I have deemed relevant and necessary as the basis for the opinions set forth below. In such examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, photostatic or facsimile copies and the authenticity of the originals of such copies. As to various questions of fact material to the opinions rendered herein, I have relied upon the statements and representations in the documents which I have examined. I have assumed the due execution and delivery, pursuant to due authorization, of the documents that I have examined by each party thereto other than the Company, that each such party has the full power, authority and legal right to enter into and perform its obligations under each such document to which it is a party, that each such document constitutes the valid and legally binding obligation of each such other party, enforceable against such party in accordance with its terms, and have made that each such other investigationsparty has satisfied those legal requirements that are applicable to it to the extent necessary to make such documents enforceable against it. Based upon my examination, as in my judgment are necessary or appropriate described above, and subject to enable me to render the opinion expressed below. Subject to assumptions and based upon the foregoingqualifications stated, I am of the opinion that:

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, 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. [FORM OF] OPINION OF XXXX XXXXXXXXX XXXXXXXXXX, COUNSEL July 31, 2007 EXHIBIT I – Extension Agreement EXTENSION AGREEMENT JPMorgan Chase Bank, N.A. N.A., as Administrative Agent 000 under the Credit Agreement referred to below 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and The Lenders party to the Credit Agreement described below Ladies and Gentlemen: Reference is made Effective as of [date], the undersigned hereby agrees to extend its Commitment and the Five-Year Termination Date under the Credit Agreement, Agreement dated as of May 31October , 2007 2005 (the “Credit Agreement”)) among Jxxxxxx Controls, among WABCO Holdings Inc., a Delaware corporation Inc. (“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 PartiesBorrower”), ) and the other Borrowing Eligible Subsidiaries from time referred to time party thereto, therein and the lenders from time to time party thereto, JPMorgan Lenders thereto and JX Xxxxxx Chase Bank, N.A., as Administrative Agent, Issuing Bank for ___ days to <DATE TO WHICH THE TERMINATION DATE IS TO BE EXTENDED> pursuant to Section 2.01(c) of the Credit Agreement. Terms defined in the Credit Agreement are used herein as therein defined. This Extension Agreement shall be construed in accordance with and Swingline Lender; X.X. Xxxxxx Europe Limitedgoverned by the law of the State of New York. This Extension Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as London Agentif the signatures thereto and hereto were upon the same instrument. [NAME OF BANK] By: Name: Title: Agreed and Accepted: JXXXXXX CONTROLS, ABN AMRO N.V., INC. as Syndication Agent; and Bank of America, N.A., BNP Paribas and CitibankBorrower By: Name: Title: JPMORGAN CHASE BANK, 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 thatAdministrative Agent By: Name: Title:

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, 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. [FORM OF] OPINION OF XXXX XXXXXXXXX XXXXXXXXXX, COUNSEL July 31, 2007 EXHIBIT I — Extension Agreement EXTENSION AGREEMENT JPMorgan Chase Bank, N.A. N.A., as Administrative Agent under the Credit Agreement referred to below 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and The Lenders party to the Credit Agreement described below Ladies and Gentlemen: Reference is made Effective as of [date], the undersigned hereby agrees to extend its Commitment and the Five-Year Termination Date under the Credit Agreement, Agreement dated as of May 31February 17, 2007 2011 (the “Credit Agreement”)) among Xxxxxxx Controls, among WABCO Holdings Inc., a Delaware corporation Inc. (“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 PartiesBorrower”), ) and the other Borrowing Eligible Subsidiaries from time referred to time party thereto, therein and the lenders from time to time party thereto, Lenders thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank for ____ days to <DATE TO WHICH THE TERMINATION DATE IS TO BE EXTENDED> pursuant to Section 2.01(c) of the Credit Agreement. Terms defined in the Credit Agreement are used herein as therein defined. This Extension Agreement shall be construed in accordance with and Swingline Lender; X.X. Xxxxxx Europe Limitedgoverned by the law of the State of New York. This Extension Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as London Agentif the signatures thereto and hereto were upon the same instrument. [NAME OF BANK] By: Name: Title: Agreed and Accepted: XXXXXXX CONTROLS, ABN AMRO N.V., INC. as Syndication Agent; and Bank of America, N.A., BNP Paribas and CitibankBorrower By: Name: Title: JPMORGAN CHASE BANK, 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 thatAdministrative Agent By: Name: Title:

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 (following consultation with the written consent of Company and the Borrower Agent, which Lenders) 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 XXXXXXXXXXEXHIBIT H ELECTION TO PARTICIPATE ________________ __, 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, 200_ JPMorgan Chase Bank, N.A., as Administrative AgentAgent for the Lenders party to the Credit Agreement dated as of April 26, Issuing Bank and Swingline Lender; X.X. 2007 among The Xxxxx Xxxxxx Europe LimitedCompanies Inc., as London AgentXxxxx Xxxxxx Inc., ABN AMRO N.V.the Eligible Subsidiaries referred to therein, as Syndication Agent; the lenders listed on the signature pages thereof, Citibank, N.A. and Bank of America, N.A., as Syndication Agents, Bank of Tokyo-Mitsubishi UFJ Trust Company and BNP Paribas Paribas, as Documentation Agents, and CitibankJPMorgan Chase Bank, N.A., as Documentation AgentsAdministrative Agent (as the same may be amended from time to time, the “Credit Agreement”) Dear Sirs: Reference is made to the Credit Agreement described above. I am counsel Terms not defined herein which are defined in the Credit Agreement have for purposes hereof the meanings provided therein. The undersigned, [Name of the Domestic Credit Parties and have acted as such in connection with Eligible Subsidiary], a [Jurisdiction of Formation] [Organizational Form], hereby elects to be an Eligible Subsidiary for purposes of the Credit Agreement, and effective from the date hereof until an Election to Terminate shall have been delivered on behalf of the undersigned in such capacity I am familiar accordance with the Credit Agreement. Capitalized The undersigned confirms that the representations and warranties set forth in Article 9 of the Credit Agreement are true and correct as to the undersigned as of the date hereof, and the undersigned agrees to perform all the obligations of an Eligible Subsidiary under, and to be bound in all respects by the terms used herein without other definition are used as defined in, or by reference inof, the Credit Agreement, including without limitation Section 10.08 thereof, as if the undersigned were a signatory party thereto. I have also examined [Tax disclosure pursuant to Section 8.04.] The address to which all notices to the undersigned under the Credit Agreement should be directed is: [Address] This instrument shall be construed in accordance with and relied upon governed by the representations laws of the State of New York. Very truly yours, [NAME OF ELIGIBLE SUBSIDIARY] By: Name: Title: The undersigned represents and warranties as to factual matters warrants that [Name of Eligible Subsidiary] is an Eligible Subsidiary for purposes of the Credit Agreement described above. The undersigned agrees that the Guaranty of the undersigned contained in the Credit Agreement will apply to all obligations of [Name of Eligible Subsidiary] under the Credit Agreement and any Note issued by [Name of Eligible Subsidiary]. THE XXXXX XXXXXX COMPANIES INC. By: Name: Title: Receipt of the above Election to Participate is acknowledged on and as of the date set forth above. JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: EXHIBIT I ELECTION TO TERMINATE ________________ __, 200_ JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders party to the Credit Agreement dated as of April 26, 2007 among The Xxxxx Xxxxxx Companies Inc., Xxxxx Xxxxxx Inc., the Eligible Subsidiaries referred to therein, the lenders listed on the signature pages thereof, Citibank, N.A. and Bank of America, N.A., as Syndication Agents, Bank of Tokyo-Mitsubishi UFJ Trust Company and BNP Paribas, as Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent (as the same may be amended from time to time, the “Credit Agreement”) Dear Sirs: Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement have for purposes hereof the meanings provided therein. The undersigned, [Name of Eligible Subsidiary], a [Jurisdiction of Formation] [Organizational Form], hereby elects to terminate its status as an Eligible Subsidiary for purposes of the Credit Agreement, effective as of the date hereof. The undersigned represents and warrants that all principal and interest on all Loans made to the undersigned and all other amounts payable by the undersigned pursuant to the Credit Agreement and have examined and relied upon been paid in full on or before 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 belowdate hereof. Subject to and based upon Notwithstanding the foregoing, I am this Election to Terminate shall not affect any obligation of the opinion thatundersigned heretofore incurred under the Credit Agreement or any Note. This instrument shall be construed in accordance with and governed by the laws of the State of New York. Very truly yours, [NAME OF ELIGIBLE SUBSIDIARY] By: Name: Title: The undersigned hereby agrees that the status of [Name of Eligible Subsidiary] as an Eligible Subsidiary for purposes of the Credit Agreement described above is terminated as of the date hereof. THE XXXXX XXXXXX COMPANIES INC. By: Name: Title: Receipt of the above Election to Terminate is acknowledged on and as of the date set forth above. JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title:

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 AgentCompany, 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: EXHIBIT E THE VALSPAR CORPORATION COMPLIANCE CERTIFICATE ---------------------- Reference is made to the Five-Year Credit Agreement, Agreement dated as of May 31October 25, 2007 2005 (as modified and supplemented and in effect from time to time, 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 Valspar Corporation, the other Borrowing Subsidiaries from time to time party thereto, the lenders from time to time Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Bank and Swingline Lender; X.X. Xxxxxx J.P. Morgan Europe Limited, as London Agent, ABN AMRO N.V.J.P. Morgan Australia Lxxxxxx, as Syndication xx Australian 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 AgreementBarclays Banx XXX, xx Xyndication Agent. Capitalized terms used herein without other definition are used as defined in, or by reference in, shall have the meanings ascribed thereto in the Credit Agreement. I have also examined Pursuant to Section 5.01[(a)/(b)] of the Credit Agreement, [ ], the duly authorized [Chief Financial Officer/Treasurer/Chief Accounting Officer] of The Valspar Corporation, hereby certifies that the consolidated balance sheet of the Company and relied upon its Consolidated Subsidiaries as of the end of the Fiscal [Quarter/Year] ended [ ] and the related statement of income and statement of cash flows furnished to each of the Lenders simultaneously herewith are fairly presented, prepared in accordance with GAAP, applied on a basis consistent with the most recent audited consolidated financial statements of the Company and its Consolidated Subsidiaries (subject to normal year-end adjustments). Pursuant to Section 5.01(c) of the Credit Agreement, [ ], the duly authorized [Chief Financial Officer/Treasurer/Chief Accounting Officer] of The Valspar Corporation, hereby (i) certifies to the Administrative Agent and the Lenders that the information contained in the Compliance Check List attached hereto is true, accurate and complete as of [ ], and that no Default or Event of Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties as to factual matters contained in and made pursuant to Article III of the Credit Agreement are true on 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:date hereof as though restated on and as of this date. THE VALSPAR CORPORATION, by -------------------------------- Name: [ ] Title: [Chief Financial Officer/Treasurer/Chief Accounting Officer] Date: -------------------------------- COMPLIANCE CHECK LIST The Valspar Corporation __________________________ [______________]

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 AgentCompany, 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 FORM OF] OPINION OF XXXX XXXXXXXXX XXXXXXXXXXSUBSIDIARY GUARANTEE AGREEMENT SUBSIDIARY GUARANTEE AGREEMENT dated as of April 3, COUNSEL July 312012 among MOLSON COORS BREWING COMPANY, 2007 JPMorgan Chase Banka Delaware corporation (the “Company”), N.A. as Administrative Agent 000 Xxxx Xxxxxx Xxx XxxxMOLSON COORS BREWING COMPANY (UK) LIMITED, Xxx Xxxx 00000 MOLSON CANADA 2005, MOLSON COORS CANADA INC. and The Lenders MOLSON COORS INTERNATIONAL LP (the “Initial Borrowing Subsidiaries” and, together with the Company and other Borrowing Subsidiaries from time to time party to the Credit Agreement, the “Borrowers”), 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 described below Ladies and Gentlemen: referred to below. Reference is made to the Five-Year Credit Agreement, Agreement dated as of May 31April 3, 2007 2012 (as amended, restated, supplemented or otherwise modified from time to time, 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”)Company, the Initial Borrowing Subsidiaries and other Borrowing Subsidiaries from time to time party thereto, the lenders Lenders from time to time party thereto, JPMorgan Chase Bankthe Administrative Agent and Deutsche Bank AG, N.A.Canada Branch, as Canadian Administrative Agent, Issuing Bank . The Lenders have agreed to extend credit to the Borrowers subject to the terms 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 conditions set forth in connection with the Credit Agreement, and in such capacity I am familiar with the Credit Agreement. Capitalized terms used herein without The obligations of the Lenders to extend such credit are conditioned upon, among other definition are used things, the execution and delivery of this Agreement. Each of the Guarantors (as defined inbelow) is a Subsidiary of the Company and an affiliate of the Borrowers, or by reference in, will derive substantial benefits from the Credit Agreement. I have also examined and relied upon extension of credit to the representations and warranties as to factual matters contained in and made Borrowers pursuant to the Credit Agreement and have examined is willing to execute and relied upon deliver this Agreement in order to induce the originals or copies certifiedLenders to extend such credit. Accordingly, or otherwise identified to my satisfaction, of such records, documents, certificates and other instruments, and have made such other investigations, the parties hereto agree 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 thatfollows:

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, 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. [FORM OF] OPINION OF XXXX XXXXXXXXX XXXXXXXXXX, COUNSEL July 31, 2007 EXHIBIT I — Extension Agreement EXTENSION AGREEMENT JPMorgan Chase Bank, N.A. N.A., as Administrative Agent under the Amended and Restated Credit Agreement referred to below 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and The Lenders party to the Credit Agreement described below Ladies and Gentlemen: Reference is made Effective as of [date], the undersigned hereby agrees to extend its Commitment and the Five-Year Termination Date under the Amended and Restated Credit Agreement, Agreement dated as of May 31December 5, 2007 2006 (the “Credit Agreement”)) among Xxxxxxx Controls, among WABCO Holdings Inc., a Delaware corporation Inc. (“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 PartiesBorrower”), ) and the other Borrowing Eligible Subsidiaries from time referred to time party thereto, therein and the lenders from time to time party thereto, JPMorgan Lenders thereto and XX Xxxxxx Chase Bank, N.A., as Administrative Agent, Issuing Bank for ____ days to <DATE TO WHICH THE TERMINATION DATE IS TO BE EXTENDED> pursuant to Section 2.01(c) of the Credit Agreement. Terms defined in the Credit Agreement are used herein as therein defined. This Extension Agreement shall be construed in accordance with and Swingline Lender; X.X. Xxxxxx Europe Limitedgoverned by the law of the State of New York. This Extension Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as London Agentif the signatures thereto and hereto were upon the same instrument. [NAME OF BANK] By: Name: Title: Agreed and Accepted: XXXXXXX CONTROLS, ABN AMRO N.V., INC. as Syndication Agent; and Bank of America, N.A., BNP Paribas and CitibankBorrower By: Name: Title: JPMORGAN CHASE BANK, 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 thatAdministrative Agent By: Name: Title:

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 AgentCompany, 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: EXHIBIT E THE VALSPAR CORPORATION COMPLIANCE CERTIFICATE Reference is made to the FiveThree-Year Credit Agreement, Agreement dated as of May 31June __, 2007 2009 (as modified and supplemented and in effect from time to time, 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 Valspar Corporation, the other Borrowing Subsidiaries from time to time party thereto, the lenders from time to time Lenders party thereto, JPMorgan Chase Xxxxx Fargo Bank, N.A.National Association, as Administrative AgentAgent and an Issuing Bank, Wachovia Bank, National Association, as an 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 AgreementSyndication Agent. Capitalized terms used herein without other definition are used as defined in, or by reference in, shall have the meanings ascribed thereto in the Credit Agreement. I have also examined Pursuant to Section 5.01[(a)/(b)] of the Credit Agreement, [ ], the duly authorized [Chief Financial Officer/Treasurer/Chief Accounting Officer] of The Valspar Corporation, hereby certifies that the consolidated balance sheet of the Company and relied upon its Consolidated Subsidiaries as of the end of the Fiscal [Quarter/Year] ended [ ] and the related statement of income, shareholders’ equity and statement of cash flows furnished to each of the Lenders simultaneously herewith are fairly presented, prepared in accordance with GAAP, applied on a basis consistent with the most recent audited consolidated financial statements of the Company and its Consolidated Subsidiaries (subject to normal year-end adjustments). Pursuant to Section 5.01(c) of the Credit Agreement, [ ], the duly authorized [Chief Financial Officer/Treasurer/Chief Accounting Officer] of The Valspar Corporation, hereby (i) certifies to the Administrative Agent and the Lenders that the information contained in the Compliance Check List attached hereto is true, accurate and complete as of [ ], and that no Default or Event of Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties as to factual matters contained in and made pursuant to Article III of the Credit Agreement are true on 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:date hereof as though restated on and as of this date. THE VALSPAR CORPORATION, by Name: [ ] Title: [Chief Financial Officer/Treasurer/Chief Accounting Officer] Date: COMPLIANCE CHECK LIST The Valspar Corporation [ _______________ }

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 AgentBorrower, 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 EXHIBIT M EXTENSION AGREEMENT The Chase Manhattan Bank, N.A. as Administrative Agent under the Credit Agreement referred to below 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and The Lenders party to the Credit Agreement described below Ladies and Gentlemen: Reference is made Effective as of [date], the undersigned hereby agrees to extend its Commitment and the FiveTermination Date under the 364-Year Day Credit Agreement, Agreement dated as of May 31February 7, 2007 2001 (the “Credit Agreement”"CREDIT AGREEMENT") among Tyco International Group S.A. (the "BORROWER"), among WABCO Holdings Inc., a Delaware corporation (“Holdings”), WABCO Group Inc., a Delaware corporation (“WGI”), WABCO Group Tyco International Inc., a Delaware corporation (“WGII,” and together with Holdings and WGI, collectively the “Domestic Credit Parties”)Ltd., the other Borrowing Subsidiaries from time to time party thereto, the lenders from time to time party thereto, JPMorgan banks parties thereto and The Chase Manhattan 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 for 364 days to [date to which the Termination Date is to be extended] pursuant to Section 2.01(h) 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 Terms 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 are used herein as therein defined. This Extension Agreement shall be construed in accordance with and have examined governed by the law of the State of New York. This Extension Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and relied hereto were upon the originals or copies certified, or otherwise identified to my satisfaction, of such records, documents, certificates same instrument. [NAME OF BANK] By ____________________________ Title: Agreed and other instruments, and have made such other investigationsAccepted: TYCO INTERNATIONAL GROUP S.A. as Borrower By ____________________________________________ Title: TYCO INTERNATIONAL LTD. as Guarantor By ____________________________________________ Title: THE CHASE MANHATTAN BANK, as in my judgment are necessary or appropriate to enable me to render Administrative Agent By ____________________________________________ Title: CROSS-REFERENCE TARGET LIST NOTE: DUE TO THE NUMBER OF TARGETS SOME TARGET NAMES MAY NOT APPEAR IN THE TARGET PULL-DOWN LIST. (This list is for the opinion expressed below. Subject to and based upon the foregoing, I am use of the opinion that:wordprocessor only, is a part of this document and may be discarded.)

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 (following consultation with the written consent of Company and the Borrower Agent, which Lenders) 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 XXXXXXXXXXEXHIBIT H ELECTION TO PARTICIPATE ________________ __, COUNSEL July 31, 2007 200_ JPMorgan Chase Bank, N.A. N.A., as Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and The for 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 31July 14, 2007 2011 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among WABCO Holdings The Exxxx Xxxxxx Companies Inc., a Delaware corporation (“Holdings”), WABCO Group Exxxx Xxxxxx 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 Eligible Subsidiaries from time referred to time party theretotherein, the lenders from time to time party theretolisted on the signature pages thereof, Citibank, N.A. and BNP Paribas, as Syndication Agents, Bank of America, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative AgentAgent Dear Sirs: Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement have for purposes hereof the meanings provided therein. The undersigned, Issuing Bank and Swingline Lender; X.X. Xxxxxx Europe Limited[Name of Eligible Subsidiary], as London Agenta [Jurisdiction of Formation] [Organizational Form], ABN AMRO N.V., as Syndication Agent; and Bank hereby elects to be an Eligible Subsidiary for purposes 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 effective from the date hereof until an Election to Terminate shall have been delivered on behalf of the undersigned in such capacity I am familiar accordance with the Credit Agreement. Capitalized The undersigned confirms that the representations and warranties set forth in Article 9 of the Credit Agreement are true and correct as to the undersigned as of the date hereof, and the undersigned agrees to perform all the obligations of an Eligible Subsidiary under, and to be bound in all respects by the terms used herein without other definition are used as defined in, or by reference inof, the Credit Agreement, including without limitation Section 10.08 thereof, as if the undersigned were a signatory party thereto. I have also examined [Tax disclosure pursuant to Section 8.04.] The address to which all notices to the undersigned under the Credit Agreement should be directed is: [Address] This instrument shall be construed in accordance with and relied upon governed by the representations laws of the State of New York. Very truly yours, [NAME OF ELIGIBLE SUBSIDIARY] By: Name: Title: The undersigned represents and warranties as to factual matters warrants that [Name of Eligible Subsidiary] is an Eligible Subsidiary for purposes of the Credit Agreement described above. The undersigned agrees that the Guaranty of the undersigned contained in the Credit Agreement will apply to all obligations of [Name of Eligible Subsidiary] under the Credit Agreement and any Note issued by [Name of Eligible Subsidiary]. THE EXXXX XXXXXX COMPANIES INC. By: Name: Title: Receipt of the above Election to Participate is acknowledged on and as of the date set forth above. JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: EXHIBIT I ELECTION TO TERMINATE ________________ __, 200_ JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders party to the Credit Agreement, dated as of July 14, 2011 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among The Exxxx Xxxxxx Companies Inc., Exxxx Xxxxxx Inc., the Eligible Subsidiaries referred to therein, the lenders listed on the signature pages thereof, Citibank, N.A. and BNP Paribas, as Syndication Agents, Bank of America, N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent Dear Sirs: Reference is made to the Credit Agreement described above. Terms not defined herein which are defined in the Credit Agreement have for purposes hereof the meanings provided therein. The undersigned, [Name of Eligible Subsidiary], a [Jurisdiction of Formation] [Organizational Form], hereby elects to terminate its status as an Eligible Subsidiary for purposes of the Credit Agreement, effective as of the date hereof. The undersigned represents and warrants that all principal and interest on all Loans made to the undersigned and all other amounts payable by the undersigned pursuant to the Credit Agreement and have examined and relied upon been paid in full on or before 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 belowdate hereof. Subject to and based upon Notwithstanding the foregoing, I am this Election to Terminate shall not affect any obligation of the opinion thatundersigned heretofore incurred under the Credit Agreement or any Note. This instrument shall be construed in accordance with and governed by the laws of the State of New York. Very truly yours, [NAME OF ELIGIBLE SUBSIDIARY] By: Name: Title: The undersigned hereby agrees that the status of [Name of Eligible Subsidiary] as an Eligible Subsidiary for purposes of the Credit Agreement described above is terminated as of the date hereof. THE EXXXX XXXXXX COMPANIES INC. By: Name: Title: Receipt of the above Election to Terminate is acknowledged on and as of the date set forth above. JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title:

Change of Requirements. If there is any change in circumstance (including law, regulation or any requirements from time to time imposed by the imposition Bank of alternative England, the FSA or additional requirements) the European Central Bank 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 (be entitled, after consultation with the written consent of the Borrower AgentBorrower, which shall not be unreasonably withheld) be entitled to vary the samesame 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. [FORM OF] OPINION OF XXXX XXXXXXXXX XXXXXXXXXXHarsco Harsco Corporation 000 Xxxxxx Xxxxxx Xxxx Xxxx Xxxx, COUNSEL July 31XX 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 __, 2007 JPMorgan Chase Bank, N.A. as 2012 To the Lenders and the Administrative Agent 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and The Lenders party Referred to the Credit Agreement described below Below Ladies and Gentlemen: Reference is made to I am General Counsel and Corporate Secretary of Harsco Corporation, incorporated under the Five-Year laws of the State of Delaware (the “Company”), and am familiar with the Amended and Restated Five‑Year Credit Agreement, Agreement dated as of May 31March __, 2007 2012 (the “Credit Agreement”), among WABCO Holdings Inc.the Company, a Delaware corporation the lenders party thereto from time to time (“Holdings”)collectively, 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 PartiesLenders”), the other Borrowing Subsidiaries from time to time parties 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 thereto and Citibank, N.A., as Documentation Agentsadministrative agent for the Lenders (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”). I am counsel of the Domestic Credit Parties and have acted as such Terms defined in connection with the Credit Agreement, and as applicable, are used herein as defined therein. In rendering the opinions expressed below, I (or attorneys under my supervision with inquiry by me as I have deemed necessary in such capacity I am familiar with order to render the opinions herein) have examined the Credit AgreementAgreement and such corporate records of the Company and such other documents as we have deemed necessary as a basis for the opinions expressed below. Capitalized terms used herein without other definition are used as defined inIn such examination, or by reference inwe have assumed the genuineness of all signatures, the Credit Agreementauthenticity of all documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. As to certain facts relevant to my opinions, I or attorneys under my supervision have also examined and relied upon the representations and warranties as to factual matters contained made in and made or pursuant to the Credit Agreement and certificates of appropriate representatives of the Company. In rendering the opinions expressed below, I have examined and relied upon assumed with respect to all of the originals or copies certifieddocuments referred to in this opinion letter that (except, or otherwise identified to my satisfaction, of such records, documents, certificates and other instruments, and have made such other investigationsthe extent set forth in the opinions expressed below, 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:Company):