Common use of Conditions Precedent to Each Borrowing Clause in Contracts

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an a Revolving Credit Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing Borrowing: (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be is subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Borrowing Notice true, and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute be a representation and warranty by such Borrower or by PMI, as the Borrower that on the date of such Borrowing such statements are true):case may be, that:

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an a Revolving Credit Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred (and, in the case of any Borrowing for the account of a Designated Subsidiary, the conditions set forth in Section 3.02 with respect to such Designated Subsidiary shall have been satisfied) and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Borrowing Notice true, and the acceptance by the applicable Borrower of the proceeds of such Borrowing shall constitute be a representation and warranty by the applicable Borrower that on the date of such Borrowing such statements are true):that:

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each in connection with any Borrowing shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Contract Borrowing or Notice of Auction Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each any Borrowing shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including without limitation the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent (without limitation of the conditions set forth in Section 3.01, in the case of the first Borrowing) that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance a Loan on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (i) each Lender that shall have requested a Note evidencing such Loan shall have received such Note in accordance with Section 2.02(g), and (ii) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation -------------------------------------- of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that (i) the Effective Date Agent shall have occurred received a Notice of Borrowing with respect thereto in accordance with Section 2.02 and (ii) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance (other than a Competitive Bid Advance) on the occasion of each Borrowing or of each Issuing Lender to issue a Letter of Credit shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such issuance the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or of such Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or issuance such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Borrowing Notice and the acceptance by the Borrower Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each Borrowing (including, without limitation, the initial Borrowing), and the right of the Borrower to request a Swing Line Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the applicable Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Company and the applicable Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing), shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender having a Commitment to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Appropriate Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (other than a Borrowing consisting only of a Conversion of Advances to the other Type, or a continuation of Eurodollar Rate Advances) shall be subject to the conditions precedent that the Effective Closing Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (other than a rollover of an existing Borrowing) shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of --------------------------------------- each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower or any Borrowing Subsidiary of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Appropriate Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true, except to the extent that any such representation or warranty relates to a specified date, in which case such representation or warranty shall be or was true and correct as of such date):

Conditions Precedent to Each Borrowing. The obligation of each Appropriate Lender to make an Advance on the occasion of each relevant Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each the Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such each Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such the Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Borrowing Loan Notice and the acceptance by the Borrower requesting such Borrowing of the proceeds of such Borrowing shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance a Term Loan on the occasion of each Term Loan Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred or shall occur simultaneously with such Term Loan Borrowing and on the date of such Term Loan Borrowing the following statements shall be true (and each of the giving of the applicable Borrowing Notice of Borrowing, and the acceptance by the Borrower of the proceeds of any such Borrowing Term Loan Borrowing, shall constitute a representation and warranty by the Borrower that on the date of such Borrowing Term Loan Borrowing, such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that (without limitation of the conditions precedent to the Effective Date shall have occurred and set forth in Section 4.01) that on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the a Borrower of the proceeds of such Borrowing Borrowing, shall constitute a representation and warranty by the such Borrower that both on the date of such notice and on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation -------------------------------------- of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an a Revolving Credit Advance on the occasion of each Borrowing shall be subject to the conditions precedent that (i) the Effective Date shall have occurred and (ii) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the either Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on pursuant to Section 2.01, and the occasion right of each Borrowing the Borrower to request a Borrowing, shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that (i) the Effective Date shall have occurred and (ii) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the either Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be is subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Borrowing Notice true, and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute shall, in the case of clauses (a) and (b) below, be a representation and warranty by such Borrower or Kraft, as the Borrower that on the date of such Borrowing such statements are true):case may be, that:

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the a Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing and on the Closing Date during the Availability Period shall be subject to the delivery of a Borrowing Request as provided in Section 2.02(a) and the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing Date, the following statements shall be true (and each of the giving of the applicable Borrowing Notice Request and the acceptance by the any Borrower of the proceeds of such Borrowing funding shall constitute a representation and warranty by the Borrower Borrowers that on the date of such Borrowing funding, or the date of such issuance or increase such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing or the Issuing Lender to issue a Letter of Credit shall be subject to the conditions precedent that (without limitation of the conditions precedent to the Effective Date shall have occurred and set forth in Section 4.01) that on the date of such Borrowing or issuance the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing or the issuance of a Letter of Credit shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that (without limitation of the conditions precedent to the Effective Date shall have occurred and set forth in Section 4.01) that on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):): Table of Contents

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be (including the initial Borrowing) is subject to the further conditions precedent that on the Effective Date shall have occurred date of the request for a Borrowing and on the date of such Borrowing Borrowing, the following statements shall be true (true, and each of both the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower Company of the proceeds of such Borrowing shall constitute be a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):Company that:

Conditions Precedent to Each Borrowing. The obligation of each the -------------------------------------- Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing no Event of Default has occurred and is continuing, or would result from such Borrowing or from the following statements shall be true application of the proceeds therefrom (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing such statements are statement is true):).

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance a Term Loan on the occasion of each request for a Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred or shall occur simultaneously with such Borrowing and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Borrowing Notice of Borrowing, and the acceptance by the Borrower of the proceeds of any such Borrowing Borrowing, shall constitute a representation and warranty by the Borrower that on the date of such Borrowing Borrowing, such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the any Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the Closing Date) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the Administrative Agent shall have determined that the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each the Lender to make an Advance a Loan on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower Borrowers of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower Borrowers that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance (other than any Conversion) on the occasion of each Borrowing after the date of the initial Borrowing, shall be subject to the conditions precedent that the Amendment Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each the Notice of the giving of the applicable Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Conversion or Continuation and the acceptance by the Borrower Borrowers of the proceeds of such Borrowing Advance shall constitute a representation and warranty by the Borrower Borrowers that on the date of such Borrowing Advance such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation -------------------------------------- of each Appropriate Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the requesting Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each the Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the relevant Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be is subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Borrowing Notice true, and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute be a representation and warranty by such Borrower or Altria, as the Borrower that on the date of such Borrowing such statements are true):case may be, that:

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower Company that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance (other than any Conversion) on the occasion of each Borrowing after the date of the initial Borrowing, shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each the Notice of the giving of the applicable Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing or Notice of Continuation and the acceptance by the Borrower Borrowers of the proceeds of such Borrowing Advance shall constitute a representation and warranty by the Borrower Borrowers that on the date of such Borrowing Advance such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each the Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each Borrowing shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and any deemed notice of requested Borrowing pursuant to Section 2.05, and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing Borrowing, shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Borrowing Notice of Borrowing, and the acceptance by the any Borrower of the proceeds of such Borrowing Borrowing, shall constitute a representation and warranty by the such Borrower that on the such date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance a Loan on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each the Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and except as the Lender may waive in writing, on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower each Loan Party that on the date of such the Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such extension such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the either Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the Agent shall have received a Notice of Borrowing, (b) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing that such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (i) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that (without limitation of the conditions precedent to the Effective Date shall have occurred and set forth in Section 3.01) that on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that (i) the Effective Closing Date shall have occurred and (ii) on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the either Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the such Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance pursuant to Sections 2.01(b) and 2.02 on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each the Lender to make an Advance a Loan on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing Borrowing, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing Borrowing, shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (other than a Borrowing consisting only of a Conversion of Advances to the other Type, or a continuation of Eurodollar RateTerm Benchmark Advances) shall be subject to the conditions precedent that the Effective Closing Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be is subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Borrowing Notice true, and the acceptance by the Borrower Altria of the proceeds of such Borrowing shall constitute be a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):Altria, that:

Conditions Precedent to Each Borrowing. The obligation of each Appropriate Lender to make an Advance on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of each such Borrowing such statements are trueBorrowing, the Borrower shall be deemed to have represented and warranted that):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance a Loan on the occasion of each Borrowing (including the initial Borrowing) shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Borrowing Loan Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (including any Borrowing the proceeds of which are used to finance the Tender Offer and the Merger) shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The -------------------------------------- obligation of each Lender to make an Advance on the occasion of each Borrowing (including a Borrowing on the Effective Date) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an a Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing (other than a Borrowing consisting only of a Conversion of Advances to another Type, or a continuation of Term Benchmark Advances) shall be subject to the conditions precedent that the Effective Closing Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender the Lenders to make an Advance Loans on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Closing Date shall have occurred and on the date of such Borrowing (each, a “Funding Date”) (a) the following statements shall be true (and each of the giving of the applicable a Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that that, on the date of such Notice of Borrowing and on the date of such Borrowing, such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Borrowing Notice and the acceptance by the Borrower Borrowers of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower Borrowers that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance a Loan on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such suc statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and and, the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Closing Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred occurred, and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation -------------------------------------- of each Lender of the Appropriate Lenders to make an Advance on the occasion of each Borrowing (including each Borrowing made on the Phase II Closing Date) shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice by any of the Borrowers and the acceptance by the Borrower that requested such Borrowing of the proceeds of such Borrowing shall constitute a representation and warranty by the such Borrower that that, both on the date of such Borrowing notice and on the date of such Borrowing, such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each Borrowing (including, without limitation, the initial Borrowing), shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the applicable Borrower of the proceeds of such Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):

Conditions Precedent to Each Borrowing. The obligation of each the Lender to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such each Borrowing (a) the following statements shall be true (and each of the giving of the applicable Notice of Borrowing Notice and the acceptance by the Borrower of the proceeds of such the Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true):