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 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 the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: (a) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such Borrowing, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on each extension of credit (including, to the occasion extent relevant, the initial extensions of credit hereunder) and each Borrowing extension of the Commitments pursuant to Section 2.7 hereof is subject to the satisfaction of the following conditions precedent that the Effective Date shall have occurred and on precedent: (a) On or prior to the date of the making of such Borrowing extension of credit, the following statements Administrative Agent shall be true, and the acceptance by have received from the Borrower a Notice of the proceeds of such Borrowing shall be a representation by such Borrower or by PMIan Application, as the case may be, that:in accordance with the terms of this Agreement, or, in the case of the issuance, extension or increase of any Letter of Credit, the instruments required under Section 2.5 in respect thereof. (ab) the The representations and warranties of the Borrower contained in Section 4.1 (except the representations set forth 6.1 of this Agreement and in the last sentence of subsection (e) other Loan Documents shall be true and correct in subsection (f) thereof (other than clause (i) thereof)) are correct all material respects on and as of the date of such Borrowingextension of credit (except for (i) those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date and (ii) at any time after the Closing Date, the representations and warranties contained in Sections 6.1(j) and (k)), before and after giving effect to such Borrowing extension of credit, and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing . (c) No Default or Event of Default shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, be continuing or would result from such extension of credit. (d) Each of the giving of any applicable Notice of Borrowing or Application, as the case may be, the acceptance by the Borrower of the proceeds of each Borrowing, and each Letter of Credit issued on behalf of the Borrower, shall constitute a representation and warranty by the Borrower that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or on the Equivalent in Euro thereof, and is being made in connection with any purchase of shares date of such Borrower’s or PMI’s capital stock or extension of credit that the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether conditions contained in one transaction or a series of transactions) or any transaction of the type referred to in this Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall 5.2 have been completedsatisfied.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an any Advance on the occasion of each Borrowing (other than a Swing Line Advance in which a participation is funded by a Lender pursuant to Section 2.20(c)) 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, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the any Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Company and such Borrower or by PMI, as that on the case may be, that:date of such Borrowing such statements are true): (ai) the The representations and warranties contained in Section 4.1 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iii) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (bii) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no No event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (cb) if the Agent shall have received the Notice of Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Revolving Credit Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or Subsidiary as the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedAgent may reasonably require.

Conditions Precedent to Each Borrowing. The obligation of each Lender Each Advance to make an be made hereunder (including the initial Class A Advance and the initial Class B Advance), if any, on the occasion of each Borrowing is Date shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date fulfillment of such Borrowing the following statements shall be true, and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, thatconditions: (a) the representations and warranties contained Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Maximum Advance Rate Test Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 4.1 2.02; (except b) immediately after the representations set forth in making of such Advance on the last sentence of subsection (e) and in subsection (f) thereof (other than clause applicable Borrowing Date, (i) thereof)) are correct on and as the aggregate outstanding principal balance of the date of such BorrowingCommitted Advances or Advances, before and after giving effect to such Borrowing and as applicable, shall be less than or equal to the application Maximum Committed Available Amount or the Maximum Available Amount, respectively, at such time, (ii) the aggregate outstanding principal balance of the proceeds therefromClass A Committed Advances or the Class A Advances, as though made on applicable, shall be less than or equal to the Class A Maximum Committed Available Amount and the Class A Maximum Available Amount, respectively, at such time and (iii) the aggregate outstanding principal balance of the Class B Committed Advances or the Class B Advances, as applicable, shall be less than or equal to the Class B Maximum Committed Available Amount and the Class B Maximum Available Amount, respectively, at such time; in each case, as demonstrated in the calculations attached to the applicable Notice of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, Borrowing; (c) each of the representations and warranties of such Designated Subsidiary the Borrower contained in its Designation this Agreement are shall be true and correct on in all material respects (except for representations and as of the date of such Borrowingwarranties already qualified by materiality or Material Adverse Effect, before which shall be true and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithd) no event has occurred and is continuing, or would result from such Borrowing, that constitutes a Unmatured Event of Default or Event of DefaultDefault or Accelerated Amortization Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; (e) the Borrower shall have delivered, or caused to have been delivered, in accordance with the time and manner specified in the Backup Servicing Agreement, to the Backup Servicer and the Administrative Agent, the Receivable Schedule and each document or item (whether or not electronic) comprising a Related Document with respect to the Receivables being pledged hereunder; (f) all terms and conditions of the applicable Receivable Purchase Agreement required to be satisfied in connection with the assignment of each Receivable being pledged hereunder on such Borrowing Date (and the Receivable and Related Documents related thereto), including the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including UCC and PPSA filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest in all of the Borrower’s right, title and interest in the related Receivables all payments from related Obligors, the Related Documents and all rights of the Borrower under the applicable Receivable Purchase Agreement, excluding any Collateral in which a security interest cannot be perfected under the UCC or the PPSA, as applicable, shall have been made, taken or performed; (g) the Borrower shall have taken all steps necessary under all Applicable Law in order to cause to exist in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid, subsisting and enforceable first priority perfected security interest in the Borrower’s right, title and interest in the Collateral related to each Receivable being pledged hereunder on such Borrowing Date, including receipt by the Administrative Agent of evidence reasonably satisfactory to the Administrative Agent that all Liens (except for Permitted Liens) have been released on such Collateral; (h) the Borrower shall have delivered to the Administrative Agent a fully executed copy of the Purchase Confirmation relating to the Collateral Receivables in connection with such Borrowing; and (ci) if the Administrative Agent shall have received satisfactory evidence that the Seller has received such amounts of the purchase price in excess of the requested Advance in respect of the Receivables to be acquired by the Borrower on such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedDate.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is 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 the acceptance by the applicable Borrower of the proceeds of such Borrowing shall be a representation by such the applicable Borrower or by PMI, as the case may be, that: (a) the representations and warranties contained in Section 4.1 4.01 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;; and (b) before and after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower Borrowers applied together therewith) ), no event Default or Event of Default has occurred and is continuing, continuing or would result from such Borrowing, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is 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, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the any Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Company and such Borrower or by PMI, as that on the case may be, that:date of such Borrowing such statements are true): (ai) the The representations and warranties contained in Section 4.1 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iii) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (bii) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no No event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (cb) if the Agent shall have received the Notice of Borrowing and, in the case of the first Borrowing by a Borrowing Subsidiary, the Agent shall have received such Notes as have been requested pursuant to Section 2.13(e), corporate documents, resolutions and legal opinions relating to such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or Subsidiary as the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedAgent may reasonably require.

Conditions Precedent to Each Borrowing. The obligation of each Lender the Lenders to make an each Advance (including any such Advance in respect of the initial Borrowing) on the occasion of each Borrowing is Date shall be subject to the conditions precedent fulfillment of the following conditions; provided that the Effective (1) with respect to any Revolving Borrowing, such Borrowing Date shall have occurred and on occur prior to the date end of the Revolving Commitment Termination Date, (2) with respect to any Term Borrowing, such Borrowing Date shall occur prior to the following statements shall be truerelated Term Commitment Termination Date, and (3) the acceptance conditions described in clauses (d), (f) and (g) (other than a Default or Event of Default described in Sections 6.01(e), (f) or (h)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower of or to fund the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, thatRevolving Reserve Account: (a) in the case of the initial Borrowing hereunder, the conditions precedent set forth in Section 3.01 shall have been fully satisfied on or prior to the applicable Borrowing Date; (b) the Lenders and the Facility Agent shall have received a Notice of Borrowing with respect to such Advance delivered in accordance with Section 2.02; (c) immediately after the making of such Advance on the applicable Borrowing Date, the aggregate outstanding principal amount of the Borrower Liabilities shall not exceed the Total Commitment as in effect on such Borrowing Date; (d) immediately before and after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied; (e) the Aggregate Borrowing Ratio is not more than the Maximum Aggregate Borrowing Ratio; (f) each of the representations and warranties of the Borrower contained in Section 4.1 this Agreement and the other Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent such representations set forth and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (g) no Default or Event of Default shall have occurred and be continuing at the last sentence time of subsection the making of such Advance or shall result upon the making of such Advance; and (eh) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and if the proceeds of such Advance shall be used to acquire a Collateral Obligation, the provisions of Section 10.02 have been or will be satisfied as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andpurchase (or, if such Borrowing shall have been requested by a Designated Subsidiaryearlier, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of the commitment to purchase) in connection with such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as acquisition of such date; (b) after giving effect to the application of additional Collateral Obligation with the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such Borrowing, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedapplicable Advance.

Conditions Precedent to Each Borrowing. The obligation of each the Lender to make an Advance the Loan on the occasion of each a Borrowing is shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the Borrowing: (a) The following statements shall be true, true (and each of the giving of the Notice of Borrowing and the acceptance by the Borrower of the proceeds of such the Borrowing shall be constitute a representation and warranty by the Borrower that on the date of the Borrowing such Borrower or by PMI, as the case may be, that:statements are true): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) 4.01 and in subsection (f) thereof (each other than clause (i) thereof)) Loan Document are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if date (except to the extent such Borrowing representations and warranties expressly relate to an earlier date in which case such representations and warranties shall have been requested by a Designated Subsidiary, the representations true and warranties of such Designated Subsidiary contained correct in its Designation Agreement are correct all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such each earlier date); (bii) after giving effect other than the Ontario Litigation, there shall exist no Adverse Proceeding that could be reasonably likely to the application of the proceeds of all Borrowings on such date have a Material Adverse Effect; and (together with any other resources of the Borrower applied together therewithiii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default Default. (b) The Collateral Agent (for the benefit of the Secured Parties) shall have obtained a valid and perfected first priority (other than Permitted Liens) lien on and security interest in the Collateral and the Borrower shall have executed or Event authorized the Collateral Agent to execute, as applicable, and delivered UCC financing statements, and any other financing statements or other registrations or filings under any personal property security legislation of Default; andany other jurisdiction as may be reasonably required by the Administrative Agent, to the Administrative Agent. (c) if such Borrowing is The Borrower shall have notified the Lender in an aggregate principal amount equal writing as to the proposed Drawdown Date and shall have delivered to the Lender a duly executed Notice of Borrowing. (d) On or greater than $500,000,000, or prior to the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b)Drawdown Date, the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase Collateral Account shall have been completedopened and contain Collateral with a sufficient aggregate Prevailing Market Value to cause the Actual LTV Ratio after giving effect to the proposed Loan to be less than or equal to the Initial LTV. (e) The Lender shall have received the Promissory Note made and duly executed by the Borrower payable to the Lender in the amount of the Loan. (f) On or prior to the Drawdown Date, the Unsecured Account shall have been opened, and a sufficient amount of Bitcoin (BTC) at least equal to US$20,000,000 shall have been deposited in the Unsecured Account. (g) The Borrower shall have paid all applicable and documented fees and expenses of the Lender and the Custodian for which invoices have been presented at least two Business Days prior to the applicable Drawdown Date or such later date to which the Borrower and the Lender may agree (including the fees, costs and expenses of legal counsel). (h) In the case of Loan C, the occurrence of the Business Combination Date. (i) The Lender shall have received such other information, approvals, opinions or documents as the Lender may reasonably request. (j) No Blocking Event shall be continuing or would result from the proposed Loan. (k) The Lender shall have received the results of lien searches with respect to the Borrower, such results being satisfactory to the Lender.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is 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, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (ai) the representations and warranties contained in Section 4.1 4.01 (except the representations and warranties set forth in the last sentence of subsection subsections (ee)(ii) and in subsection (f) thereof (other than clause (if)(i) thereof)) are correct in all material respects on and as of the date of such Borrowingdate, immediately before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except (x) to the extent such representations and warranties specifically relate to an earlier date, and, if in which case such Borrowing representations and warranties shall have been requested by a Designated Subsidiary, the representations true and warranties of such Designated Subsidiary contained correct in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made all material respects on and as of such date;earlier date and (y) such representations and warranties that are qualified by materiality or Material Adverse Effect in the text thereof shall be true and correct in all respects), and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (cb) if the Agent shall have received a Notice of Borrowing with respect to such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or accordance with the Equivalent in Euro thereof, terms and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedrequirements hereof.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (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, true (and each of the giving of the applicable Notice of Borrowing or Notice of Conversion and the acceptance by the Borrower of any proceeds of a Borrowing shall constitute a representation and warranty by the proceeds Borrower that on the date of such Borrowing shall be a representation by such Borrower or by PMIConversion, as the case may beapplicable, that: (a) the such statements are true): The representations and warranties contained in Section 4.1 4.01 (except the representations set forth excluding those contained in the last sentence of subsection subsections (e) and in subsection (f) thereof (other than clause (i) thereof)if such Borrowing does not increase the aggregate outstanding principal amount of Advances over the aggregate outstanding principal amount of all Advances immediately prior to the making of such Borrowing) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations ; and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no No event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Prepayment Event or an Event of Default or would constitute a Prepayment Event or an Event of Default; and (c) if Default with notice or lapse of time or both. The Administrative Agent shall have received such Borrowing is in an aggregate principal amount equal other approvals, opinions or documents with respect to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all truth of the assets of foregoing statements (i) and (ii) as any Person (whether in one transaction or a series of transactions) or any transaction of Lender through the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedAdministrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. Each Issuance and Each Commitment Increase. The obligation of each Lender to make an Advance (other than an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing is Borrowing, the obligation of each Issuing Bank to issue a Letter of Credit and each Commitment Increase shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing Borrowing, such issuance or such Increase Date (a) the following statements shall be truetrue (and each of the giving of the applicable Notice of Borrowing, Notice of Issuance, request for Commitment Increase and the acceptance by the a Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by such Borrower that on the date of such Borrowing, such issuance or by PMI, as the case may be, that:such Increase Date such statements are true): (ai) the representations and warranties contained in Section 4.1 4.01 (except except, in the case of a Borrowing or issuance, the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (if)(i) thereof)) are correct on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing Borrowing, such issuance or such Commitment Increase and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such Borrowing, such issuance or such Commitment Increase or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase the Agent shall have been completedreceived such other approvals, opinions or documents as any Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each Borrowing is (including the First Borrowing) or for any Issuing Bank to issue any Letter of Credit shall be subject to the additional conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true, and the acceptance by the Borrower of the proceeds or issuance of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: Letter of Credit (a) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, immediately before and after giving effect to such Borrowing and to the application of the proceeds therefrom, or (as though made on applicable) immediately before and as after the issuance of such dateLetter of Credit, andthe following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing, if or (as applicable) the submission of a request for issuance of a Letter of Credit, shall be deemed to constitute a representation and warranty by the Borrower that on the date of such Borrowing shall have been requested by or such issuance, immediately before and after giving effect thereto and to the application of the proceeds therefrom (in the case of a Designated SubsidiaryBorrowing), the such statements are true): (i) The representations and warranties of such Designated Subsidiary contained in its Designation Agreement Section 7.01 (other than subsection (f) thereof) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;, (bii) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no No event has occurred and is continuing, or would result from such BorrowingBorrowing (or from the application of the proceeds therefrom) or from the issuance of such Letter of Credit, that which constitutes a an Event of Default or which would constitute an Event of Default; Default but for the requirement that notice be given or time elapse or both, and (ciii) if The Facility Usage at such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or time does not exceed the Equivalent in Euro thereof, Aggregate Commitments at such time. and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase the Administrative Agent shall have been completedreceived (x) additional opinions (which, to the extent such opinions do not pertain to the legality, validity or enforceability of the Borrower’s performance under this Agreement, need not be favorable) of counsel to the Borrower and copies of documents and approvals the existence of which would form a necessary basis for any statement made in any certificate or opinion required to be delivered hereunder by the Borrower and (y) such other available information, in all cases concerning the business and financial condition of the Borrower, as any Bank through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of each any Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is subject to the following conditions precedent that the Effective Date precedent: (a) The Administrative Agent shall have occurred and on received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On the date of such Borrowing the following statements shall be true, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower Company of the proceeds of such Borrowing shall be constitute a representation and warranty by the Company that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (ai) the The representations and warranties of the Company contained in Section 4.1 Article IV are correct in all material respects (except the those representations set forth in the last sentence of subsection (eand warranties qualified by materiality, which shall be true and correct) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and except to the application of the proceeds therefromextent that any such representation or warranty expressly relates only to an earlier date, as though made on in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date;; and (bii) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no No event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that which constitutes a an Event of Default or a Potential Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance (other than a Letter of Credit Advance made by an Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing is (including the Initial Extension of Credit), and the obligation of the Issuing Banks to issue Letters of Credit (including the initial issuance) or renew a Letter of Credit, shall be subject to the conditions precedent that the Effective Date shall have occurred and that, (a) on the date of such Borrowing or issuance or renewal, the following statements shall be truetrue (and each of the giving of the applicable Notice of Borrowing, Notice of Issuance or Notice of Renewal and the acceptance by the Borrower of the proceeds of such Borrowing or of such Letter of Credit or the renewal of such Letter of Credit, shall be constitute a representation and warranty by the Borrower that both on the date of such Borrower notice and on the date of such Borrowing or by PMI, as the case may be, that:issuance or renewal such statements are true): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) each Loan Document are correct in all material respects on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and except to the application of the proceeds therefromextent that any such representation or warranty is limited to a particular date or dates, as though made in which case such representation or warranty was true on and as of such datedate or dates; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; , and (cb) if such the Administrative Agent shall have received a Notice of Borrowing is in accordance with Section 2.02(a), a Notice of Issuance in accordance with Section 2.03(a) or, except in the case of an aggregate principal amount equal automatic renewal pursuant to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase a Letter of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type Credit referred to in Section 5.2(b2.01(c)(ii), the statement a Notice of Renewal in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedaccordance with Section 2.01(c).

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance a Loan on the occasion of each Borrowing is (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 truetrue and the Administrative Agent shall have received for the account of such Lender a certificate signed by a Responsible Officer of the Borrower, dated the date of such Borrowing, stating that (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that both on the date of such Borrower or by PMI, as notice and on the case may be, that:date of such Borrowing such statements are true): (a) the representations and warranties contained in Section 4.1 (except the representations set forth each Loan Document are true and correct in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct all material respects on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if except to the extent such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of expressly relate to an earlier date (in which case such Designated Subsidiary contained representations and warranties shall be true and correct in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and all material respects as of such earlier date;); provided, that if a representation and warranty is qualified as to materiality, with respect to such representation and warranty, the materiality qualifier set forth in this clause (a) shall be disregarded; and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event Default has occurred and is continuing, or would result from such Borrowing, that constitutes a Default Borrowing or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or from the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all application of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedproceeds therefrom.

Conditions Precedent to Each Borrowing. The obligation of each Revolving Lender and Swing Line Bank to make an Advance on the occasion of each any Borrowing (other than, with respect to Section 3.03(b), on the Closing Date and the Merger Date) is subject to the following conditions precedent that the Effective Date precedent: (a) The Pro Rata Administrative Agent shall have occurred and on received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) On the date of such Borrowing the following statements shall be true, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower Company of the proceeds of such Borrowing shall be constitute a representation and warranty by the Company that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (ai) the The representations and warranties of the Company contained in Section 4.1 Article IV are correct in all material respects (except the those representations set forth in the last sentence of subsection (eand warranties qualified by materiality, which shall be true and correct) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and except to the application of the proceeds therefromextent that any such representation or warranty expressly relates only to an earlier date, as though made on in which case they were true and correct in all material respects (except those representations qualified by materiality, which were true and correct) as of such earlier date;; and (bii) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no No event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that which constitutes a an Event of Default or a Potential Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each any Borrowing is 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, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth Article V are true and correct in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent that such representations and warranties refer to an earlier date, if in which case they shall be true and correct in all material respects on and as of such Borrowing shall have been requested by a Designated Subsidiaryearlier date and except that for the purposes of this Section 3.02, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect Section 5.04(a) shall be deemed to such Borrowing and refer to the application of the proceeds therefrom, as though made on and as of such datemost recent statements furnished pursuant to Section 6.02(c); (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that which constitutes or with the giving of notice, the lapse of time or both, would constitute a Default or Event of Default; and (ciii) if after giving effect to any Borrowing of Advances and all other Borrowings of Advances which have been requested on or prior to such Borrowing is in an date but which have not been made prior to such date, the aggregate principal amount equal of the Advances owing to or greater than $500,000,000, or any Bank will not exceed the Equivalent in Euro thereof, and is being made in connection with any purchase of shares Total Commitment of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedBank.

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 is 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 truetrue (and each of the giving of the applicable Notice of Borrowing, and the acceptance by the Borrower of the proceeds of any such Borrowing Term Loan Borrowing, shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMITerm Loan Borrowing, as the case may be, that:such statements are true): (a) the representations and warranties contained in Section 4.1 4.01 (except the representations set forth in the last sentence of subsection (eSection 4.01(d)(iii), Section 4.01(f) and Section 4.01(g) (provided that, in subsection (f) thereof (other than clause (i) thereofthe case of Section 4.01(g), the exception shall apply solely with respect to Environmental Laws), each of which shall be made only on and as of the Effective Date) are correct on and as of the Effective Date and are correct in all material respects (except for those representations and warranties qualified by “materiality,” “Material Adverse Effect” or a like qualification, which shall be correct in all respects) on the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefromthereof, as though made on and as of such date (except for those representations and warranties that specifically relate to a prior date, and, if such Borrowing which shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such prior date;); and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or an Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.

Conditions Precedent to Each Borrowing. The obligation of each Lender the Lenders to make an each Advance on the occasion of each Borrowing is Date shall be subject to the conditions precedent fulfillment of the following conditions; provided that the Effective (1) except as otherwise expressly permitted in Section 8.04, such Borrowing Date shall have occurred and on occur prior to the date end of such Borrowing the following statements shall be trueReinvestment Period, and (2) the acceptance conditions described in clauses (d), (e) and (f) (other than a Default or Event of Default described in Sections 6.01(c), (e) or (f)) below need not be satisfied if the proceeds of the Borrowing are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower of or to fund the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as Revolving Reserve Account to the case may be, thatextent required under Section 8.04: (a) [reserved.] (b) the Lenders and the Agents shall have received a Notice of Borrowing with respect to such Advance delivered in accordance with Section 2.02; (c) immediately after the making of such Advance on the applicable Borrowing Date, the Commitment Shortfall Test shall be satisfied (on a pro-forma basis); (d) immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (on a pro-forma basis) and the Row Advance Rate that is in use at such time equals or exceeds the Portfolio Advance Rate; (e) each of the representations and warranties of the Borrower contained in Section 4.1 this Agreement and the other Facility Documents shall be true and correct in all material respects as of such Borrowing Date (except to the extent such representations set forth and warranties expressly relate to any earlier date, in the last sentence which case such representations and warranties shall be true and correct in all material respects as of subsection (e) and in subsection such earlier date); (f) thereof no Default or Event of Default shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and (g) other than clause (i) thereof)) in connection with Advances obtained on the Original Closing Date which are correct on and used for purposes other than the acquisition of additional Collateral Obligations, the provisions of Section 10.02 have been satisfied as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such Borrowing, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made purchase in connection with any purchase acquisition of shares additional Collateral Obligations with the proceeds of the applicable Advance; and; (h) immediately after the making of such Borrower’s or PMI’s capital stock or Advance on the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b)applicable Borrowing Date, the statement aggregate outstanding amount of Revolving Advances shall not exceed applicable Total Revolving Credit Commitment then in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedeffect.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is 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, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (a) the representations and warranties contained in Section 4.1 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (if)(i) thereof)) are true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (except to the extent such representations and warranties specifically relate to an earlier date, and, if in which case such Borrowing representations and warranties shall have been requested by a Designated Subsidiary, the true and correct in all material respects (except for those representations and warranties of such Designated Subsidiary contained that are qualified by materiality or Material Adverse Effect, which shall be true and correct in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made all respects) on and as of such earlier date;), and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.

Conditions Precedent to Each Borrowing. The obligation of each Lender the Investor to make an a Term Loan Advance on the occasion of each Borrowing is (including the Initial Borrowing) shall be subject to receipt of a Borrowing Notice by the Investor as required pursuant to Section 2.02 and the further conditions precedent that on the Effective Date date of such Borrowing, the following statements shall have occurred be true (and the giving of the applicable Borrowing Notice and the acceptance by the Company of the proceeds of such Borrowing shall constitute a representation and warranty by the Company that both on the date of such notice and on the date of such Borrowing the following such statements shall be are true, and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that:): (a) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) each Transaction Document are correct in all material respects on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andother than any such representations or warranties that, if such Borrowing shall have been requested by a Designated Subsidiarytheir terms, the representations and warranties of such Designated Subsidiary contained refer to an earlier date, in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and which case as of such earlier date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event Default has occurred and is continuing, or would result from such Borrowing, that constitutes a Default Borrowing or Event from the application of Default; andthe proceeds therefrom; (c) if a Term Loan Advance requested pursuant to such Borrowing, as specified in the applicable Borrowing is in an aggregate principal amount equal Notice, shall be a Yellowhammer Advance, then, with respect to or greater than the last two Yellowhammer Advances of $500,000,000500,000 each (on a net advance basis, or as listed on the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(bYellowhammer Pro Forma Statement), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase Company shall have been completedcommenced the mining of copper from the Yellowhammer Properties and shall have produced at least 400,000 pounds of copper concentrate from its ore processing operations at the Cactus Properties (and the conditions described in this clause (c) are referred to herein as, collectively, the “Yellowhammer Milestones”); and (d) if a Term Loan Advance requested pursuant to such Borrowing, as specified in the applicable Borrowing Notice, shall be a Kiewit Advance, (i) the Company shall have obtained all Environmental Permits and Mining Permits necessary to engage in and conduct the Kiewit Mining Activities, (ii) all such Environmental Permits and Mining Permits shall be in full force and effect and all comment and objection periods, if any, with respect thereto shall have expired and (iii) the Company shall have paid the initial Yellowhammer Advances repayment amount for the month of February 2011, when due, as specified and in the amount set forth in Section 2.05(b)(i) (and the conditions described in this clause (d) are referred to herein as, collectively, the “Kiewit Milestones”).

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing 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 the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: (a) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such Borrowing, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000€400,000,000, or the Equivalent in Euro Dollars thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (including without limitation the initial Borrowing) and the obligation of each Issuing Bank to issue, amend, renew or extend any Letter of Credit shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (or issuance, amendment, renewal or extension of a Letter of Credit, as applicable) the following statements shall be true, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (a) the representations and warranties contained in Section 4.1 4.01 (except the representations set forth excluding, in the last sentence case of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)any Borrowing or Letter of Credit after the initial Borrowing or Letter of Credit, respectively, the Excluded Representations) are true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (unless expressly stated to relate to an earlier date, and, if in which case such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained shall be true and correct in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and all material respects as of such earlier date;); and (b) after giving effect to the application No Default or Event of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event Default has occurred and is continuing, or would result from such Borrowing, that constitutes a Default or Event of Default; and Borrowing (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereofissuance, and is being made in connection with any purchase of shares amendment, renewal or extension of such Borrower’s Letter of Credit, as applicable) or PMI’s capital stock or from the capital stock of any other Person, or any purchase of all or substantially all application of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedproceeds thereof.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an any Advance on the occasion of each Borrowing is (other than any deemed Revolving Credit Borrowing pursuant to Section 2.04(b) or Section 2.07(c)) shall be subject to the conditions precedent that the Effective Date shall have occurred and that: (a) on the date of such Borrowing the following statements shall be truetrue (and each of the giving of the applicable Notice of Revolving Credit Borrowing or Notice of Competitive Bid Borrowing, as applicable, and the acceptance by the any Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the applicable Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (ai) the representations and warranties contained in Section 4.1 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (i) thereof)) are correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or Event Default; (b) the Agent shall have received a properly completed Part I of DefaultFederal Reserve Form U-1, duly executed by an authorized representative of the Initial Borrower; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase Agent shall have been completedreceived such other approvals, opinions or documents as the Required Lenders through the Agent may reasonable request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (including the initial Borrowing but excluding any Borrowing pursuant to Section 2.22) by each Borrower shall be subject to the further conditions precedent that the Effective Date shall have occurred and that, on the date of such Borrowing and after giving effect thereto and to the application of proceeds thereof, (a) the following statements shall be true, true (and the giving of a Notice of Borrowing by such Borrower and the acceptance by the such Borrower of the proceeds of such Borrowing shall be deemed to constitute a representation and warranty by such Borrower or by PMI, as that on the case may be, that:date of such Borrowing such statements are true): (ai) the The representations and warranties contained in Section 4.1 4.01 (except excluding as to any date other than the Effective Date those contained in subsections (e)(ii), (f)(i) and (i) thereof) and, if such Borrower is an Overseas Borrower, the representations set forth and warranties made by it in the last sentence of Section 8.01(excluding subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;, (bii) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no No event has occurred and is continuing, or would result from such Borrowing, that which constitutes a an Event of Default or would constitute an Event of Default; Default but for the requirement that notice be given or time elapse or both, and (ciii) if in the case of an Alternative Currency Borrowing, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Funding Agent makes it impracticable for such Borrowing is to be denominated in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, relevant Alternative Currency; and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase the Documentation Agent shall have been completedreceived such other approvals, opinions or documents as any Lender through the Documentation Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on each extension of credit (including, to the occasion extent relevant, the initial extensions of credit hereunder) and each Borrowing extension of the Commitments pursuant to Section 2.6 hereof is subject to the satisfaction of the following conditions precedent that the Effective Date shall have occurred and on precedent: (a) On or prior to the date of the making of such Borrowing extension of credit, the following statements Administrative Agent shall be true, and the acceptance by have received from the Borrower a Notice of the proceeds of such Borrowing shall be a representation by such Borrower or by PMIan Application, as the case may be, that:in accordance with the terms of this Agreement, or, in the case of the issuance, extension or increase of any Letter of Credit, the instruments required under Section 2.4 in respect thereof. (ab) the The representations and warranties of the Borrower contained in Section 4.1 (except the representations set forth 6.1 of this Agreement and in the last sentence of subsection (e) other Loan Documents shall be true and correct in subsection (f) thereof (other than clause (i) thereof)) are correct all material respects on and as of the date of such Borrowingextension of credit (except for (i) those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date and (ii) at any time after the Closing Date, the representations and warranties contained in Sections 6.1(j) and (k)), before and after giving effect to such Borrowing extension of credit, and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing . (c) No Default or Event of Default shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, be continuing or would result from such extension of credit. (d) Each of the giving of any applicable Notice of Borrowing or Application, as the case may be, the acceptance by the Borrower of the proceeds of each Borrowing, and each Letter of Credit issued on behalf of the Borrower, shall constitute a representation and warranty by the Borrower that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or on the Equivalent in Euro thereof, and is being made in connection with any purchase of shares date of such Borrower’s or PMI’s capital stock or extension of credit that the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether conditions contained in one transaction or a series of transactions) or any transaction of the type referred to in this Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall 5.2 have been completedsatisfied.

Conditions Precedent to Each Borrowing. The obligation of each Lender the Lenders to make an Advance to any Borrower on the occasion of each Borrowing is (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, true (and each of the giving of the applicable Notice of Borrowing by such Borrower and the acceptance by the such Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by such Borrower or by PMI, as that on the case may be, that:date of such Borrowing (after giving effect thereto) such statements are true): (a) the representations and warranties contained in Section 4.1 this Agreement are true and correct in all material respects (except the unless qualified as to materiality or Material Adverse Effect, in which case such representations set forth and warranties shall be true and correct in the last sentence of subsection (eall respects) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such specific date); (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and; (c) if such Borrowing is Margin Stock constitutes 25% or more of the value of the assets, determined in an aggregate principal amount equal to or greater than $500,000,000accordance with Regulation U, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or , the capital stock aggregate outstanding principal amount of any other Person, or any purchase the Advances made to such Borrower does not exceed the sum of (i) 50% of the Fair Market Value of all or substantially all Margin Stock held by such Borrower and (ii) the Fair Market Value of the other assets of such Borrower; (d) after giving effect to such Borrowing, such Borrower is in compliance with Section 5.03; and (e) such Borrower has not made any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedInterfund Loans that remain outstanding.

Conditions Precedent to Each Borrowing. The obligation of each the Lender to make an Advance on the occasion of each Borrowing is shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing each Borrowing: (a) the following statements shall be true, true (and each of the giving of the Notice of Borrowing and the acceptance by the Borrower of the proceeds of the Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that:statements are true): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement 4.01 are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default Default; (iii) all of the proceeds of such Borrowing shall be used solely in accordance with Section 2.10; (iv) with respect to any Borrowing the proceeds of which will be used to make a Permitted Payment, a Permitted Payment in the amount of such Borrowing is due within 1 Business Day of the date of such Borrowing; (v) the Borrower has not made any representation or Event warranty herein or in connection with this Agreement that shall prove to have been incorrect in any material respect when made; and (vi) the Borrower has not failed to perform or observe any term, covenant or agreement contained in this Agreement or any other Loan Document on its part to be performed or observed, other than any failure that shall have been remedied; (b) the Lender shall have received a duly executed "Statement of DefaultPurpose for an Extension of Credit Secured by Margin Stock by a Person Subject to Registration Under Regulation U" on Federal Reserve Form G-3 and a "Statement of Purpose for an Extension of Credit Secured by Margin Stock" on Federal Reserve Form U-1 with respect to such Borrowing, each completed in form and substance satisfactory to Lender; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above Termination Date shall also be true on a pro forma basis as if such transaction or purchase shall not have been completed.occurred. ARTICLE IV

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance a Loan on the occasion of each Borrowing is (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, true (and each of the giving of the applicable Loan Notice and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (a) the representations and warranties by each Loan Party contained in Section 4.1 Article V (except not including the representations set forth in Excluded Representations, if such Borrowing is made after the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)Closing Date) are true and correct in all respects (or true and correct in all material respects if such representation or warranty is not qualified by materiality or Material Adverse Effect) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all respects (or true and correct in all material respects if such Borrowing shall have been requested representation or warranty is not qualified by a Designated Subsidiarymateriality or Material Adverse Effect) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect Section 5.01(e) shall be deemed to such Borrowing and refer to the application of the proceeds therefrom, as though made on and as of such datemost recent statements furnished pursuant to Section 6.01(c); (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that which constitutes a Default or an Event of Default; and (c) if the aggregate amount of all Borrowings hereunder, together with such Borrowing is in an aggregate principal and all other outstanding indebtedness for borrowed money, will not exceed the amount equal authorized by the resolutions delivered pursuant to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other PersonSection 4.01(a)(iii)(B), or any purchase of all or substantially all replacement thereof that has been duly certified by the Secretary of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of Borrower and delivered to the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedAdministrative Agent and Lenders.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (including the initial Borrowing), shall be subject to the satisfaction of the conditions set forth in Section 3.01 (to the extent not previously satisfied pursuant to that Section) and such 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 the terms hereof. (b) The following statements shall be true, and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: (ai) the representations and warranties of each Loan Party contained in Section 4.1 Article IV or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the representations set forth extent that any representation or warranty that is qualified by materiality shall be true and correct in the last sentence of subsection (eall respects) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such Borrowing shall have been requested by a Designated Subsidiaryearlier date, and except that for purposes of this Section 3.02, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect Section 4.01(g) shall be deemed to such Borrowing and refer to the application most recent statements furnished pursuant to subsections Sections 5.03(b) and (c), respectively, of the proceeds therefrom, as though made on and as of such dateSection 5.03; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event Default or Event of Default has occurred and is continuing, or would result from (A) such Borrowing, that constitutes a Default extension or Event increase or (B) in the case of Defaultany Borrowing, from the application of the proceeds therefrom; and (ciii) if such after giving effect to the proposed Borrowing, Availability equals or exceeds zero. Each Notice of Borrowing is (other than a Notice of Borrowing requesting only a Conversion of Advances to another Type or a continuation of Eurodollar Rate Advances) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, Sections 3.02(b) have been satisfied on and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all as of the assets of any Person (whether in one transaction or a series of transactions) or any transaction date of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedapplicable Borrowing.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is subject In addition to the conditions precedent that set forth in Section 3.1 above, the Effective Date obligation of Lender to make Advances shall have occurred and be subject to the following further conditions precedent that, on the date of such a Borrowing pursuant to Section 2.3(a), before and immediately after giving effect thereto, the following statements shall be truetrue and correct, and the acceptance making by the Borrower of the proceeds of such Borrowing applicable borrowing request shall be a constitute its representation by such Borrower or by PMI, as the case may be, that: (a) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct warranty that on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiarythereto, the following statements are true and correct: (i) The representations and warranties of such Designated Subsidiary contained in its Designation Article IV of this Agreement or anywhere else in this Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, in all material respects as though made on and as of such date; (bii) after After giving effect to a requested Borrowing, the application of the proceeds of all Borrowings on such date Unused Commitment will not be less than zero; (together with any other resources of the Borrower applied together therewithiii) no No event has occurred and is continuing, or would result from such Borrowing, that which constitutes a or would constitute an Event of Default or Event Default; (iv) The most recent financial statements of DefaultBorrower delivered pursuant to Section 5.3(a) present fairly the financial position and results of operations of Borrower as of the date of, and for the periods presented in, such financial statements, and since the date of such financial statements there has not been any Material Adverse Effect; (v) Borrower is in compliance with all covenants contained in Articles V and VI of this Agreement; (vi) Borrower and Asset Manager have delivered to Lender a borrowing request, a Borrowing Base Certificate and each other item required by Sections 2.3(a) and (b); and (cvii) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to The certifications contained in Section 5.2(b), the statement in (b2.3(c) above shall also to be made by Asset Manager on behalf of Borrower are true on a pro forma basis as if such transaction or purchase shall have been completedand correct.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is 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, true (and each of the giving of the applicable Loan Notice and the acceptance by the Borrower requesting such Borrowing of the proceeds of such Borrowing shall be constitute a representation and warranty by such Borrower or by PMI, as that on the case may be, that:date of such Borrowing such statements are true): (ai) the representations and warranties of the Company contained in Section 4.1 (except 4.01(except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iB) thereof)) are correct in all material respects (or, in the case of the representations and warranties qualified as to materiality, in all respects) in each case on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), and, if such Borrowing shall have been requested by Borrower is a Designated Subsidiary, the representations and warranties of such Designated Subsidiary Borrower contained in its Designation Agreement Letter are correct in all material respects (or, in the case of the representations and warranties qualified as to materiality, in all respects) in each case on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date;, as of such specific date), and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (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, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (a) Each of the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof Section 4.01 (other than clause (i) thereofthe representations and warranties set forth in Section 4.01(f)(i)) are true and correct on in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent any such representation or warranty is stated to relate solely to an earlier date, if in which case such Borrowing representation or warranty shall have been requested by a Designated Subsidiary, true and correct in all material respects (except to the extent such representations and warranties of are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such Designated Subsidiary contained representations and warranties shall be true and correct in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made all respects) on and as of such earlier date;, and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.. ​ ​

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (including the initial Borrowing), shall be subject to the further conditions precedent that the Effective Date shall have occurred and (a) on the date of such Borrowing Borrowing, and both immediately before and after giving effect thereto, the following statements shall be true, true and the acceptance Administrative Agent shall have received for the account of such Lender a certificate signed by the Borrower a Financial Officer of the proceeds Borrower, dated the date of such Borrowing shall be a representation by such Borrower or by PMIBorrowing, as the case may be, stating that: (ai) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) each Loan Document are correct in all material respects on and as of the date of such Borrowingdate, immediately before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andother than any such representations or warranties that, if such Borrowing shall have been requested by their terms, refer to a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of specific date other than the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and in which case as of such specific date;, (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event Default has occurred immediately prior to and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom; (iii) the proceeds of such Borrowing shall be applied either (A) to the redemption, defeasance or purchase of the series of Existing Notes set forth in the applicable Notice of Borrowing (and to the payment of fees, costs and expenses related to such redemption, defeasance or purchase) such redemption, defeasance or purchase shall be in accordance with applicable law and on documentation reasonably satisfactory to the Administrative Agent and, after giving effect to such redemption, defeasance or purchase, all Existing Notes that constitutes have been accelerated on or prior to the date of such Borrowing due to a Default default caused by the matters disclosed in the Disclosure Filings shall have been redeemed, defeased or Event purchased in full or, in the case of Defaultany such redemption or purchase of less than all of the Existing Notes of the applicable series, none of the remaining Existing Notes of such series shall be in default or (B) to the funding of the escrow account under the escrow agreement referred to in Section 3.02(e); and (civ) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000since October 31, or the Equivalent in Euro thereof2004, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have there has been completed.no Material Adverse Change; and

Conditions Precedent to Each Borrowing. The obligation of each Appropriate Lender to make an Advance (other than a Swing Line Advance made by a Revolving Credit Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing (including the initial Borrowing) and the obligation of the Swing Line Bank to make a Swing Line Advance on the occasion of each Borrowing is 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 (a) the following statements shall be true, true (and each of the giving of the applicable Notice of Borrowing or Notice of Swing Line Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that both on the date of such Borrower or by PMI, as notice and on the case may be, that:date of such Borrowing such statements are true): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) each Loan Document are correct in all material respects on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andother than any such representations or warranties that, if such Borrowing shall have been requested by a Designated Subsidiarytheir terms, the representations and warranties of such Designated Subsidiary contained refer to an earlier date, in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and which case as of such earlier date; ; and Alliance Credit Agreement 61 61 (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event Default has occurred and is continuing, or would result from such Borrowing, that constitutes a Default Borrowing or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or from the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all application of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in proceeds therefrom; and (b) above shall also be true on a pro forma basis as if such transaction or purchase the Paying Agent shall have been completedreceived such other approvals, opinions or documents as any Appropriate Lender Party through the Paying Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing 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 the acceptance by the Borrower of the proceeds of such Borrowing shall shall, in the case of clauses (a) and (b) below, be a representation by such Borrower or by PMIKraft, as the case may be, that: (a) the representations and warranties contained in Section 4.1 4.01 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;; and (b) before and after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) ), no event has occurred and is continuing, or would result from such Borrowing, that constitutes a Default or Event of Default; and (c) if such Borrowing is Notwithstanding the foregoing, during the Certain Funds Period, (i) the conditions set forth in an aggregate principal amount equal paragraph (a) above shall only be applicable to the extent that they constitute a Certain Funds Representation and are incorrect or greater than $500,000,000, misleading in any material respect when made or deemed to be made; and (ii) the Equivalent conditions set forth in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in paragraph (b) above shall also only be true on applicable to the extent that a pro forma basis as if such transaction Certain Funds Event of Default has occurred and is continuing or purchase shall have been completedwould result from the proposed Advance.

Conditions Precedent to Each Borrowing. The obligation of each the Lender Group (or any member thereof) to make an Advance a Loan on the occasion of each Borrowing is (including the initial Borrowing) or of the Agent to cause the Issuing Bank to issue any requested L/C shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing Borrowing, or Letter of Credit Request, the following statements shall be true, true and the acceptance Agent shall have received the notice required by SECTION 2.1(b), which notice shall be deemed to be a certification by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: (ai) the The representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) 5.1 are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application or Letter of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefromCredit Request, as though made on and as of such date; (bii) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no No event has occurred and is continuing, or would result from such Borrowing, that or Letter of Credit Request, which constitutes a an Event of Default or Potential Event of Default; (iii) Nothing shall have occurred and the Agent shall not have become aware of any fact or condition not previously known, which the Agent shall determine has, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the Lender Group, or on the ability of the Borrower to perform its obligations to the Lender Group or which has, or could reasonably be expected to have, a materially adverse effect on the performance, business, property, assets, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole; and (civ) if The security interests and liens in favor of the Lender Group are valid, enforceable, and prior to all others' rights and interests, except those the Agent consents to in writing; and (v) All Loan Documents are in full force and effect; and (b) the Agent shall have received such Borrowing other approvals, opinions or documents as the Agent may reasonably request. 11. Subsection 6.2(a) of the Agreement is hereby amended to read in its entirety as follows: (a) CONSOLIDATED NET WORTH. At any time, permit Consolidated Net Worth to be less than $35,000,000; which such minimum amount of Consolidated Net Worth shall be increased (i) at the end of each fiscal quarter of the Borrower, commencing with Borrower's fiscal quarter ending June 30, 1998, by an aggregate principal amount equal to or greater 75% of the consolidated net income of Borrower for such fiscal quarter, determined in accordance with GAAP, PROVIDED, HOWEVER, that if Borrower's net income for any fiscal quarter, determined in accordance with GAAP, shall be less than $500,000,000zero, or then no adjustment to such minimum amount of Consolidate Net Worth shall be made; and (ii) at such time Borrower shall issue equity securities, by an amount equal to 100% of the Equivalent in Euro thereofissuance proceeds (net of ordinary and customary underwriters' discounts and commissions, and is being made costs, fees, and expenses incurred in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(bissuance), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (including, if requested, on the Closing Date), shall be subject to the satisfaction of the conditions set forth in Section 3.01 (to the extent not previously satisfied or waived (the consummation of the closing hereunder being deemed to constitute the waiver of all conditions set forth in Section 3.01 that were not satisfied) and such 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 the terms hereof. (b) The following statements shall be true, and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: (ai) the representations and warranties of each Loan Party contained in Section 4.1 Article IV or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the representations set forth extent that any representation or warranty that is qualified by materiality shall be true and correct in the last sentence of subsection (eall respects) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such Borrowing shall have been requested by earlier date, except to the extent that failure of a Designated Subsidiaryrepresentation or warranty to be true and correct does not result from a breach of a covenant hereunder, and except that for purposes of this Section 3.02, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect Section 4.01(g) shall be deemed to such Borrowing and refer to the application of the proceeds therefrom, as though made on and as of such date; most recent statements furnished pursuant to subsections (b) after giving effect and (c), respectively, of Section 5.03 and the items listed on any schedule shall be reasonably acceptable to the application of the proceeds of all Borrowings on such date Required Lenders; and ​ (together with any other resources of the Borrower applied together therewithii) no event Default or Event of Default has occurred and is continuing, or would result from (A) such Borrowing, that constitutes a Default extension or Event of Default; and increase or (cB) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock case of any other PersonBorrowing, or any purchase of all or substantially all from the application of the assets proceeds therefrom. Each Notice of any Person (whether Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in one transaction or a series of transactionsSections 3.02(b) or any transaction have been satisfied on and as of the type referred to in Section 5.2(b), date of the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedapplicable Borrowing.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (including the initial Borrowing), shall be subject to the satisfaction of the conditions set forth in Section 3.01 (to the extent not previously satisfied pursuant to that Section) and such 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 the terms hereof. (b) The following statements shall be true, and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: (ai) the representations and warranties of each Loan Party contained in Section 4.1 Article IV or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the representations set forth extent that any representation or warranty that is qualified by materiality shall be true and correct in the last sentence of subsection (eall respects) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such Borrowing shall have been requested by a Designated Subsidiaryearlier date, and except that for purposes of this Section 3.02, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect Section 4.01(g) shall be deemed to such Borrowing and refer to the application of the proceeds therefrommost recent statements furnished pursuant to Sections 5.03(b) and (c), as though made on and as of such daterespectively; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event Default or Event of Default has occurred and is continuing, or would result from (A) such Borrowing, that constitutes a Default extension or Event increase or (B) in the case of Defaultany Borrowing, from the application of the proceeds therefrom; and (ciii) if such after giving effect to the proposed Borrowing, Availability equals or exceeds zero. Each Notice of Borrowing is (other than a Notice of Borrowing requesting only a Conversion of Advances to another Type or a continuation of Eurodollar Rate Advances) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, Sections 3.02(b) have been satisfied on and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all as of the assets of any Person (whether in one transaction or a series of transactions) or any transaction date of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedapplicable Borrowing.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each any Borrowing is shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) in the case of the initial Borrowing the Administrative Agent shall have received evidence satisfactory to it that the commitments of the lenders under the Existing Credit Agreement have been terminated and that all amounts owing under the Existing Credit Agreement have been paid in full or will be paid in full simultaneously with the making of (or out of the proceeds of) the initial Borrowing, including without limitation such amounts (if any) as may be required to compensate each Bank for any break-funding costs resulting from such payment, (b) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (c) the following statements shall be true, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth Article V are true and correct in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent that such representations and warranties refer to an earlier date, if in which case they shall be true and correct in all material respects on and as of such Borrowing shall have been requested by a Designated Subsidiaryearlier date and except that for the purposes of this Section 3.02, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect Section 5.04(a) shall be deemed to such Borrowing and refer to the application of the proceeds therefrom, as though made on and as of such datemost recent statements furnished pursuant to Section 6.02(c); (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that which constitutes or with the giving of notice, the lapse of time or both, would constitute a Default or Event of Default; and (ciii) if after giving effect to any Borrowing of Advances and all other Borrowings of Advances which have been requested on or prior to such Borrowing is in an date but which have not been made prior to such date, the aggregate principal amount equal of the Advances owing to or greater than $500,000,000, or any Bank will not exceed the Equivalent in Euro thereof, and is being made in connection with any purchase of shares Total Commitment of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedBank.

Conditions Precedent to Each Borrowing. (other than a Competitive Bid Borrowing) and Issuance. The obligation of each Lender to make an Advance (other than a Competitive Bid Advance, a Letter of Credit Advance made by the Issuing Bank or a Lender pursuant to Section 2.04(c) and a Swing Line Advance made by a Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing is (other than a Competitive Bid Borrowing but including the Initial Extension of Credit), and the obligation of the Issuing Bank to issue a Letter of Credit (including the initial issuance) or renew a Letter 46 41 of Credit and the right of a Borrower to request a Swing Line Borrowing or the issuance or renewal of 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 issuance or renewal (a) the following statements shall be truetrue (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing, Notice of Issuance or Notice of Renewal and the acceptance by the relevant Borrower of the proceeds of such Borrowing or of such Letter of Credit or the renewal of such Letter of Credit shall be constitute a representation and warranty by Paxar and such Borrower that on the date of such Borrowing or by PMI, as the case may be, that:issuance or renewal such statements are true): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) each Loan Document are correct on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing or issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, andby their terms, if such Borrowing shall have been requested by refer to a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of specific date other than the date of such BorrowingBorrowing or issuance or renewal, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and in which case as of such specific date;, and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase the Administrative Agent shall have been completedreceived such other approvals, opinions or documents as any Lender Party through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (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, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (a) Each of the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof Section 4.01 (other than clause (i) thereofthe representations and warranties set forth in Section 4.01(f)(i)) are true and correct on in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent any such representation or warranty is stated to relate solely to an earlier date, if in which case such Borrowing representation or warranty shall have been requested by a Designated Subsidiary, true and correct in all material respects (except to the extent such representations and warranties of are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such Designated Subsidiary contained representations and warranties shall be true and correct in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made all respects) on and as of such earlier date;, and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing 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 the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: (a) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such Borrowing, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.in

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the Borrowing: (a) The following statements shall be true, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the any Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by such Borrower or by PMI, as that on the case may be, that:date of such Borrowing such statements are true): (ai) the representations and warranties contained in Section 4.1 4.01 (except the representations representation set forth in the last sentence of subsection (e) and thereof) and, in subsection (f) thereof (other than clause (i) thereof)) the case of any Borrowing made to a Designated Subsidiary, in the Designation Agreement for such Designated Subsidiary, are correct on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;, (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default Default, (iii) all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, all applicable waiting periods in connection with the Acquisition shall have expired without any action being taken by any competent authority, and no law or Event regulation shall be applicable in the reasonable judgment of Defaultthe Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby, and (iv) all conditions precedent to the consummation of the Acquisition (other than the payment of cash consideration from, among other sources, the proceeds of the initial Borrowing hereunder) shall have been satisfied substantially in accordance with the terms of the Stock and Asset Purchase Agreement dated as of October 1, 2004 between UCB SA and the Company, as amended though February 8, 2005, without any waiver or amendment not consented to by the Required Lenders of any material term, provision or condition set forth therein, and in compliance with all applicable laws. (b) The Company's Public Debt Rating shall be not lower than BBB- from S&P and not lower than Baa3 from Moody's. (c) The Agent shall have received on or before the da▇▇ ▇▇ ▇uch Borrowing, in form and substance satisfactory to the Agent and in sufficient copies for each Lender, copies of the audited financial statements of the Surface Specialties business of UCB SA as at December 31, 2003 prepared in accordance with generally accepted accounting principles in Belgium; and (cd) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase The Agent shall have been completedreceived such other approvals, opinions or documents as any Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (including, if requested, on the Closing Date), shall be subject to the satisfaction of the conditions set forth in Section 3.01 (to the extent not previously satisfied or waived (the consummation of the closing hereunder being deemed to constitute the waiver of all conditions set forth in Section 3.01 that were not satisfied) and such 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 the terms hereof. (b) The following statements shall be true, and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: (ai) the representations and warranties of each Loan Party contained in Section 4.1 Article IV or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the representations set forth extent that any representation or warranty that is qualified by materiality shall be true and correct in the last sentence of subsection (eall respects) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such Borrowing shall have been requested by earlier date, except to the extent that failure of a Designated Subsidiaryrepresentation or warranty to be true and correct does not result from a breach of a covenant hereunder, and except that for purposes of this Section 3.02, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect Section 4.01(g) shall be deemed to such Borrowing and refer to the application of the proceeds therefrom, as though made on and as of such date; most recent statements furnished pursuant to subsections (b) after giving effect and (c), respectively, of Section 5.03 and the items listed on any schedule shall be reasonably acceptable to the application of the proceeds of all Borrowings on such date Required Lenders; and (together with any other resources of the Borrower applied together therewithii) no event Default or Event of Default has occurred and is continuing, or would result from (A) such Borrowing, that constitutes a Default extension or Event of Default; and increase or (cB) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock case of any other PersonBorrowing, or any purchase of all or substantially all from the application of the assets proceeds therefrom. Each Notice of any Person (whether Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in one transaction or a series of transactionsSections 3.02(b) or any transaction have been satisfied on and as of the type referred to in Section 5.2(b), date of the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedapplicable Borrowing.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on as part of a Borrowing (including the occasion of each initial Borrowing is hereunder) 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 the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, thatBorrowing: (a) the following statements shall be true (and each of the giving of the applicable notice or request by any Borrower with respect to such Borrowing and the performance of such Borrowing without prior correction by such Borrower shall constitute a representation and warranty by such Borrower that, on the date of such Borrowing, such statements are true): (i) The representations and warranties contained in Section 4.1 (except the representations set forth other than those contained in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (im) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (bii) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no No event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that which constitutes a an Event of Default or Event an Unmatured Default; (iii) After giving effect to such Borrowing and the application of Defaultthe proceeds therefrom, such Borrower is in compliance with the applicable limitations (if any) on the amount of indebtedness that may be incurred by such Borrower contained in its charter; and (cb) if the Borrowers shall have furnished to the Administrative Agent such Borrowing is in an aggregate principal amount equal other approvals, opinions or documents as any Lender, through the Administrative Agent, may reasonably request as to the legality, validity, binding effect or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all enforceability of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedLoan Documents.

Conditions Precedent to Each Borrowing. The obligation of each Lender having a Commitment to make an Advance on the occasion of each Borrowing is 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, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (a) the representations and warranties contained in Section 4.1 (except the representations set forth 4.01 shall be correct in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct all material respects on and as of the date of such BorrowingBorrowing (or, to the extent stated to relate to an earlier date, as of such earlier date), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, (b) no addition or amendment to the authorizations, andapprovals or other actions by, if and notices or filings with, any governmental authority or third party set forth on the Schedule 4.01(f) delivered on the Tranche A Effective Date shall materially adversely affect (i) the due execution, delivery, recordation, filing or performance by any Loan Party of this Agreement, the Notes or any other Loan Document to which it is or is to be a party or for the consummation of the transactions contemplated hereby and thereby, (ii) the grant of the Liens granted by any Loan Party pursuant to this Agreement, the Security Agreements and the Notes (including to the extent permitted by applicable law and subject to Permitted Liens and Shared Liens the first-priority nature thereof) other than Permitted Liens and Shared Liens and (iii) the exercise by the Administrative Agent, the Collateral Agent or any Lender of its rights under this Agreement, the Notes or any other Loan Document or of the remedies in respect of the Collateral granted pursuant to the Security Agreements, in each case as reasonably determined by the Lenders, (c) no event shall have occurred and be continuing, or would result from such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to or from the application of the proceeds therefrom, as though made on and as that constitutes a Default, and (d) at any time that the Initial Lender shall have any Commitment hereunder, the Supply Agreement has not been terminated by Vendor for cause in accordance with Section 15.2(b) of such date; the Relationship Agreement or the corresponding provision of any Specific Agreement or by Borrower without cause, in each case in accordance with the terms thereof, provided that the provisions of clauses (a), (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such Borrowing, that constitutes a Default or Event of Default; and (c) if such of this Section 3.02 shall not be applicable with respect to any Borrowing is to the extent the proceeds thereof will be used to pay interest in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection accordance with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed2.13.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (including, if requested, on the Restatement Effective Date), shall be subject to the satisfaction of the conditions set forth in Section 3.01 (to the extent not previously satisfied or waived (the consummation of the closing hereunder being deemed to constitute the waiver of all conditions set forth in Section 3.01 that were not satisfied) and such 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 the terms hereof. (b) The following statements shall be true, and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: (ai) the representations and warranties of each Loan Party contained in Section 4.1 Article IV or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the representations set forth extent that any representation or warranty that is qualified by materiality shall be true and correct in the last sentence of subsection (eall respects) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such Borrowing shall have been requested by earlier date, except to the extent that failure of a Designated Subsidiaryrepresentation or warranty to be true and correct does not result from a breach of a covenant hereunder, and except that for purposes of this Section 3.02, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect Section 4.01(g) shall be deemed to such Borrowing and refer to the application of the proceeds therefrom, as though made on and as of such date; most recent statements furnished pursuant to subsections (b) after giving effect and (c), respectively, of Section 5.03 and the items listed on any schedule shall be reasonably acceptable to the application of the proceeds of all Borrowings on such date Required Lenders; and (together with any other resources of the Borrower applied together therewithii) no event Default or Event of Default has occurred and is continuing, or would result from (A) such Borrowing, that constitutes a Default extension or Event of Default; and increase or (cB) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock case of any other PersonBorrowing, or any purchase of all or substantially all from the application of the assets proceeds therefrom. Each Notice of any Person (whether Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in one transaction or a series of transactionsSections 3.02(b) or any transaction have been satisfied on and as of the type referred to in Section 5.2(b), date of the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedapplicable Borrowing.

Conditions Precedent to Each Borrowing. The -------------------------------------- obligation of each Lender to make an Advance a Loan on the occasion of each a Borrowing is (including the initial Borrowing) shall be subject to the satisfaction of the following conditions precedent that precedent: (a) in the Effective Date case of a Borrowing, the Administrative Agent shall have occurred and received a Notice of Borrowing with respect thereto in accordance with Section 2.02; and (b) on the date of such Borrowing the following statements shall be true, true (and each of the giving of the Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (ai) except to the extent provided below, the representations and warranties of the Borrower contained in Section 4.1 (except the representations set forth Article IV are true and correct in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and except to the application of the proceeds therefromextent that any such representation or warranty expressly relates only to an earlier date, as though made on and in which case it was correct as of such earlier date; provided that the representations contained in Section 4.04(c) and Section 4.05 need only be true and correct on the Effective Date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that which constitutes a Default or Event of Default; and (ciii) if immediately after such Borrowing is in an the aggregate outstanding principal amount equal to or greater than $500,000,000, or of the Equivalent in Euro thereof, and is being made in connection with any purchase Loans will not exceed the aggregate amount of shares the Commitments; and (iv) as of the date of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b)Borrowing, the statement in (b) above shall also Borrower is not able to borrow funds or to be true on a pro forma basis as if such transaction or purchase shall have been completedgranted any extension of credit under the Existing Credit Agreement.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance a Loan on the occasion of each Borrowing is (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: (a) the following statements shall be true, true and the acceptance Agent shall have received the Notice of Borrowing required by Section 2.1(b) and Section 2.2(b), which notice shall be deemed to be a certification by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: (ai) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) 5.1 are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent that such representations and warranties specifically relate only to an earlier date, if in which case such Borrowing representations and warranties shall have been requested by a Designated Subsidiary, the representations true and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such earlier date;, (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such Borrowing, that which constitutes a an Event of Default or Potential Event of Default; , (iii) all Loan Documents are in full force and effect, and (iv) based on information available to the Borrower as of the date of such requested Borrowing, the Borrower represents and warrants that (x) the amount of such Borrowing, when added to all Revolving Loans then outstanding, will not exceed the Borrowing Base and (y) the Borrower is, as of the date of such Borrowing, and is projected to be, as of the last day of the next ending Fiscal Quarter, in minimum compliance with each of the covenants set forth in Section 6.2. (b) no injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order to be issued shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated by this Agreement or the making of the Loans hereunder. (c) if such Borrowing is in an aggregate principal amount equal As to or greater than $500,000,000, or Borrowings subsequent to the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or 90th day after the capital stock of any other Person, or any purchase of all or substantially all date hereof the Agent's inspection of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of Borrower's accounts receivable records at the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase Borrower's premises shall have been completedcompleted and shall have been in all respects satisfactory in form and substance to the Agent.

Conditions Precedent to Each Borrowing. The obligation of each Lender Each Advance to make an be made hereunder (including the initial Class A Advance and the initial Class B Advance), if any, on the occasion of each Borrowing is Date shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date fulfillment of such Borrowing the following statements shall be true, and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, thatconditions: (a) the representations and warranties contained Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Maximum Advance Rate Test Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 4.1 2.02; (except b) immediately after the representations set forth in making of such Advance on the last sentence of subsection (e) and in subsection (f) thereof (other than clause applicable Borrowing Date, (i) thereof)) are correct on and as the aggregate outstanding principal balance of the date of such Borrowing, before and after giving effect to such Borrowing and Advances shall be less than or equal to the application Maximum Available Amount at such time, (ii) the aggregate outstanding principal balance of the proceeds therefromClass A Advances shall be less than or equal to the Class A Maximum Available Amount at such time and (iii) the aggregate outstanding principal balance of the Class B Advances shall be less than or equal to the Class B Maximum Available Amount at such time, in each case, as though made on and as demonstrated in the calculations attached to the applicable Notice of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, Borrowing; (c) each of the representations and warranties of such Designated Subsidiary the Borrower contained in its Designation this Agreement are shall be true and correct on in all material respects (except for representations and as of the date of such Borrowingwarranties already qualified by materiality or Material Adverse Effect, before which shall be true and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (bd) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithi) no event has occurred and is continuing, or would result from such Borrowing, that constitutes a Unmatured Event of Default or Event of DefaultDefault shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance and (ii) if prior to or after giving pro forma effect to the making of such Advance, the Class A Effective Advance Rate is greater than 68% or the Class B Effective Advance Rate is greater than 85%, no Accelerated Amortization Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; (e) all terms and conditions of the Receivable Purchase Agreement required to be satisfied in connection with the assignment of each Receivable being pledged hereunder on such Borrowing Date (and the Receivable and Related Documents related thereto), including the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including UCC filings) required to be made by any Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest in all of the Borrower’s right, title and interest in the related Receivables all payments from related Obligors, the Related Documents and all rights of the Borrower under the Receivable Purchase Agreement, excluding any Collateral in which a security interest cannot be perfected under the UCC, shall have been made, taken or performed; (f) the Borrower shall have taken all steps necessary under all Applicable Law in order to cause to exist in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid, subsisting and enforceable first priority perfected security interest in the Borrower’s right, title and interest in the Collateral related to each Receivable being pledged hereunder on such Borrowing Date, including receipt by the Administrative Agent of evidence reasonably satisfactory to the Administrative Agent that all Liens (except for Permitted Liens) have been released on such Collateral; (g) the Borrower shall have delivered to (i) the Administrative Agent and the Backup Servicer a fully executed copy of the Assignment and Schedule of Receivables and (ii) the Backup Servicer the Related Documents, in each case, relating to the Eligible Receivables in connection with such Borrowing; and (ch) if the Administrative Agent shall have received satisfactory evidence that the Seller has received such amounts of the purchase price in excess of the requested Advance in respect of the Receivables to be acquired by the Borrower on such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedDate.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an each Advance to be made by it (including the initial Advance) on the occasion of each Borrowing is Date shall be subject to the conditions precedent fulfillment of the following conditions; provided that the Effective Date shall have occurred conditions described in clauses (b) and on (c) (other than a Default or Event of Default described in Sections 6.01(c) or (f) or in Sections 6.02(c), (e) or (f)) below need not be satisfied if the date proceeds of such the Borrowing the following statements shall be true, and the acceptance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to settle trades committed to by the Borrower prior to the end of the proceeds of such Borrowing shall be a representation by such Borrower Reinvestment Period or by PMI, as to fund the case may be, thatRevolving Reserve Account to the extent required under Section 8.04: (a) the representations Lenders and warranties contained the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 4.1 2.02; (except b) immediately after the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date making of such BorrowingAdvance on the applicable Borrowing Date, before and after giving effect each Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Borrowing and to the application Notice of the proceeds therefrom, as though made on and as Borrowing); (c) each of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary the Borrower contained in its Designation this Agreement are shall be true and correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and in all material respects as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date;, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithd) no event has occurred and is continuing, or would result from such Borrowing, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or Default shall have occurred and be continuing at the Equivalent in Euro thereof, and is being made in connection with any purchase time of shares the making of such Borrower’s Advance or PMI’s capital stock or shall result upon the capital stock making of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedAdvance.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each any Borrowing is shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) in the case of the initial Borrowing the Administrative Agent shall have received evidence satisfactory to it that the commitments of the lenders under the Existing Revolving Credit Agreement and the Existing Term Loan Agreement have been terminated and that all amounts owing under the Existing Revolving Credit Agreement and the Existing Term Loan Agreement have been paid in full or will be paid in full simultaneously with the making of (or out of the proceeds of) the initial Borrowing, including without limitation such amounts (if any) as may be required to compensate each Bank for any break-funding costs resulting from such payment, (b) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (c) the following statements shall be true, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth Article V are true and correct in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent that such representations and warranties refer to an earlier date, if in which case they shall be true and correct in all material respects on and as of such Borrowing shall have been requested by a Designated Subsidiaryearlier date and except that for the purposes of this Section 3.02, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect Section 5.04(a) shall be deemed to such Borrowing and refer to the application of the proceeds therefrom, as though made on and as of such datemost recent statements furnished pursuant to Section 6.02(c); (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that which constitutes or with the giving of notice, the lapse of time or both, would constitute a Default or Event of Default; and (ciii) if after giving effect to any Borrowing of Revolving Credit Advances and all other Borrowings of Revolving Credit Advances which have been requested on or prior to such Borrowing is in an date but which have not been made prior to such date, the aggregate principal amount equal of the Revolving Credit Advances owing to or greater than $500,000,000, or any Revolving Credit Bank will not exceed the Equivalent in Euro thereof, and is being made in connection with any purchase of shares Total Revolving Credit Commitment of such Borrower’s or PMI’s capital stock or Revolving Credit Bank. (iv) with respect to the capital stock Borrowing of any other PersonTerm Loan Advances (which may only be made on the Effective Date), or any purchase after giving effect to such Borrowing of all or substantially all Term Loan Advances, the aggregate principal amount of the assets Term Loan Advances owing to any Term Loan Bank will not exceed the aggregate Term Loan Commitment of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedTerm Loan Bank.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on each extension of credit (including, to the occasion extent relevant, the initial extensions of each Borrowing credit hereunder) is subject to the satisfaction of the following conditions precedent that the Effective Date shall have occurred and on precedent: (a) On or prior to the date of the making of such Borrowing extension of credit, the following statements Administrative Agent shall be true, and the acceptance by have received from the Borrower a Notice of the proceeds of such Borrowing shall be a representation by such Borrower or by PMIan Application, as the case may be, that:in accordance with the terms of this Agreement, or, in the case of the issuance, extension or increase of any Letter of Credit, the instruments required under Section 2.4 in respect thereof. (ab) the The representations and warranties of the Borrower contained in Section 4.1 (except the representations set forth 6.1 of this Agreement and in the last sentence of subsection (e) other Loan Documents shall be true and correct in subsection (f) thereof (other than clause (i) thereof)) are correct all material respects on and as of the date of such extension of credit (except for those representations or warranties or parts thereof that, by their terms, expressly relate solely to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date and, except at any time after the Closing Date (x) in the case of any conversion, continuation or extension of any outstanding Loan or Letter of Credit and (y) in the case of a Borrowing the proceeds of which are used solely to refund commercial paper maturing at the time of such Borrowing, the representations and warranties contained in Sections 6.1(j) and (k)), before and after giving effect to such Borrowing extension of credit, and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing . (c) No Default or Event of Default shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, be continuing or would result from such extension of credit. (d) Each of the giving of any applicable Notice of Borrowing or Application, as the case may be, the acceptance by the Borrower of the proceeds of each Borrowing, and each Letter of Credit issued on behalf of the Borrower, shall constitute a representation and warranty by the Borrower that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or on the Equivalent in Euro thereof, and is being made in connection with any purchase of shares date of such Borrower’s or PMI’s capital stock or extension of credit that the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether conditions contained in one transaction or a series of transactions) or any transaction of the type referred to in this Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall 5.2 have been completedsatisfied.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (including the initial Borrowing) shall be subject to the conditions precedent that the Effective Date shall have occurred and that, on the date of such Borrowing Advance: (a) the following statements shall be true, true and correct (and the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Parent that, on the date of such Borrower or by PMIBorrowing, as the case may be, that:such statements are true and correct): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) 4.01 are true and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, of any Borrowing made in connection therewith as though made on and as of such date, ; and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such Borrowing, Borrowing or from the application of any Borrowing made in connection therewith that constitutes a an Event of Default or Event an Unmatured Default; (b) the Agent shall have received such other approvals, opinions, or documents as the Agent, or the Majority Lenders through the Agent, may reasonably request, and such approvals, opinions, and documents shall be satisfactory in form and substance to the Agent; (c) the Arranger shall not have presented to Parent, the Borrower or any of Defaulttheir respective Subsidiaries a then available alternative debt financing (other than a debt financing to either of the Utilities) the terms of which are reasonable and prudent and the proceeds of which would be available for the purposes to which the proceeds of such Advances then requested to be made would otherwise be put; and (cd) if the trading level, for the ten trading sessions preceding the date of such Borrowing is in Borrowing, of the AER Notes (which shall be determined by the Agent taking an aggregate principal amount equal to or average trading spread from the Quoting Dealers) shall not have been greater than $500,000,000, or 650 basis points above the Equivalent in Euro thereof, and is being made in connection yield on the relevant U.S. Treasury security with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all a final maturity comparable to that of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedAER Notes.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is subject In addition to the conditions precedent that set forth in Section 3.1 above, the Effective Date obligation of Lender to make Advances shall have occurred and be subject to the following further conditions precedent: (a) on the date of such a Borrowing pursuant to Section 2.1, before and immediately after giving effect thereto, the following statements shall be truetrue and correct, and the acceptance making by the Borrower of the proceeds of such Borrowing applicable borrowing request shall be a constitute its representation by such Borrower or by PMI, as the case may be, that: (a) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct warranty that on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing thereto, the following statements are true and to the application correct: (i) The representations and warranties contained in Article 4 of the proceeds therefrom, this Agreement or anywhere else in this Agreement are correct in all material respects as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and date (other than any representation or warranty that expressly speaks only as of the a different date or Exhibit A or Exhibit B, each of such Borrowing, before and after which may be supplemented from time to time); (ii) After giving effect to such Borrowing and to the application of the proceeds therefroma requested Advance, as though made on and as of such dateAvailability shall not be less than zero; (biii) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no No event has occurred and is continuing, or would result from such Borrowing, that which constitutes a or would constitute an Event of Default or Event Default; (iv) The most recent financial statements of DefaultBorrower delivered pursuant to Section 5.3(a) present fairly the financial position and results of operations of Borrower as of the date of, and for the periods presented in, such financial statements, and since the date of such financial statements there has not been any material adverse change in the financial condition or operations of Borrower; (v) Lender shall have received a borrowing request; and (cvi) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase Lender shall have been completedreceived such additional approvals or documents as Lender may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each any Borrowing is shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) in the case of the initial Borrowing the Administrative Agent shall have received evidence satisfactory to it that the commitments of the lenders under the Existing Credit Agreement have been terminated and that all amounts owing under the Existing Credit Agreement have been paid in full or will be paid in full simultaneously with the making of (or out of the proceeds of) the initial Borrowing, including without limitation such amounts (if any) as may be required to compensate each Bank for any break-funding costs resulting from such payment, (b) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (c) the following statements shall be true, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth Article V are true and correct in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if except to the extent that such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained refer to an earlier date, in its Designation Agreement are which case they shall be true and correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made in all material respects on and as of such earlier date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that which constitutes or with the giving of notice, the lapse of time or both, would constitute a Default or Event of Default; and (ciii) if after giving effect to such Borrowing is in an and all other Borrowings which have been requested on or prior to such date but which have not been made prior to such date, the aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all Borrowings will not exceed the aggregate of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedCommitments.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an each Advance to be made by it (including the initial Advance) on the occasion of each Borrowing is Date shall be subject to the conditions precedent that satisfaction or waiver by the Effective Date shall have occurred and on the date Administrative Agent of such Borrowing the following statements shall be true, and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, thatconditions precedent: (a) the representations Administrative Agent shall have received a Request for Advance with respect to such Advance (including the Borrowing Base Certificate attached thereto demonstrating compliance with the Borrowing Base Test) delivered in accordance with Sections 2.02(a)(i) and warranties contained in Section 4.1 2.02(a)(ii), respectively; (except b) immediately after the representations set forth making of such Advance on the applicable Borrowing Date, the Borrowing Base Test is satisfied on a pro forma basis at such time (as demonstrated in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and calculations attached to the application applicable Request for Advance); (c) each of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary the Borrower, the Seller, the Servicer and the Originator contained in its Designation this Agreement are and the other Facility Documents shall be true and correct on in all material respects (except for representations and as of the date of such Borrowingwarranties already US_303658666v4 expressly qualified by materiality or Material Adverse Effect, before which shall be true and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithd) no event has occurred and is continuing, or would result from such Borrowing, that constitutes a Default or Unmatured Event of Default, Event of Default or Early Amortization Event shall have occurred and be continuing at the time of the making of such Advance or shall result upon the making of such Advance; and (ce) if as of such Borrowing is Date, the Administrative Agent shall have approved any changes to the Concierge Capital Underwriting Policy and the Accepted Servicing Policies in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to manner prescribed in Section 5.2(b), the statement in (b5.01(h) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedof this Agreement.

Conditions Precedent to Each Borrowing. (other than a Competitive Bid Borrowing) and Issuance. The obligation of each Lender to make an Advance (other than a Competitive Bid Advance, a Letter of Credit Advance made by the Issuing Bank or a Lender pursuant to Section 2.04(c) and a Swing Line Advance made by a Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing is (other than a Competitive Bid Borrowing but including the Initial Extension of Credit), and the obligation of the Issuing Bank to issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit and the right of a Borrower to request a Swing Line Borrowing or the issuance or renewal of 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 issuance or renewal (a) the following statements shall be truetrue (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing, Notice of Issuance or Notice of Renewal and the acceptance by the relevant Borrower of the proceeds of such Borrowing or of such Letter of Credit or the renewal of such Letter of Credit shall be constitute a representation and warranty by Paxar and such Borrower that on the date of such Borrowing or by PMI, as the case may be, that:issuance or renewal such statements are true): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) each Loan Document are correct on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing or issuance or renewal and to the 46 40 application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, andby their terms, if such Borrowing shall have been requested by refer to a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of specific date other than the date of such BorrowingBorrowing or issuance or renewal, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and in which case as of such specific date;, and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase the Administrative Agent shall have been completedreceived such other approvals, opinions or documents as any Lender Party through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each Borrowing is (including the First Borrowing) or for any Issuing Bank to issue any Letter of Credit shall be subject to the additional conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true, and the acceptance by the Borrower of the proceeds or issuance of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: Letter of Credit (a) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, immediately before and after giving effect to such Borrowing and to the application of the proceeds therefrom, or (as applicable) immediately before and after the issuance of such Letter of Credit, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing, or (as applicable) the submission of a request for issuance of a Letter of Credit, shall be deemed to constitute a representation and warranty by the Borrower that on the date of such Borrowing or such issuance, immediately before and after giving effect thereto and to the application of the proceeds therefrom (in the case of a Borrowing), such statements are true): (i) The representations and warranties contained in Section 7.01 (other than subsections (e), (f) and (i) thereof) are correct in all material respects on and as of the date of such Borrowing as though made on and as of such date, and, if date (except to the extent such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained specifically refer to an earlier date, in its Designation Agreement are which case they shall be true and correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and in all material respects as of such earlier date); (bii) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no No event has occurred and is continuing, or would result from such BorrowingBorrowing (or from the application of the proceeds therefrom) or from the issuance of such Letter of Credit, that which constitutes a an Event of Default or an Unmatured Event of Default; and (ciii) if The Facility Usage at such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or time does not exceed the Equivalent in Euro thereofAggregate Commitments at such time, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase the Administrative Agent shall have been completedreceived such other documents as any Bank through the Administrative Agent may reasonably request related to clauses (a)(i) or (a)(ii) above.

Conditions Precedent to Each Borrowing. The obligation of each Lender Each Advance to make an be made hereunder (including the initial Class A Advance and the initial Class B Advance), if any, on the occasion of each Borrowing is Date shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date fulfillment of such Borrowing the following statements shall be true, and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, thatconditions: (a) the representations and warranties contained Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Maximum Advance Rate Test Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 4.1 2.02; (except b) immediately after the representations set forth in making of such Advance on the last sentence of subsection (e) and in subsection (f) thereof (other than clause applicable Borrowing Date, (i) thereof)) are correct on and as the aggregate outstanding principal balance of the date of such Borrowing, before and after giving effect to such Borrowing and Advances shall be less than or equal to the application Maximum Available Amount at such time, (ii) the aggregate outstanding principal balance of the proceeds therefromClass A Advances shall be less than or equal to the Class A Maximum Available Amount at such time and (iii) the aggregate outstanding principal balance of the Class B Advances shall be less than or equal to the Class B Maximum Available Amount at such time, in each case, as though made on and as demonstrated in the calculations attached to the applicable Notice of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, Borrowing; (c) each of the representations and warranties of such Designated Subsidiary the Borrower contained in its Designation this Agreement are shall be true and correct on in all material respects (except for representations and as of the date of such Borrowingwarranties already qualified by materiality or Material Adverse Effect, before which shall be true and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and correct) as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date), or have otherwise been waived in the sole discretion of the Administrative Agent; (bd) after giving effect to no Unmatured Event of Default, Early Amortization Event or Event of Default shall have occurred and be continuing at the application time of the proceeds making of such Advance or shall result upon the making of such Advance; (e) all Borrowings terms and conditions of the Receivable Purchase Agreement required to be satisfied in connection with the assignment of each Receivable being pledged under the Security Agreement on such date Borrowing Date (together with and the Receivable and Related Documents related thereto), including the perfection of the Borrower’s interests therein, shall have been satisfied in full, and all filings (including UCC filings) required to be made by any other resources Person and all actions required to be taken or performed by any Person in any jurisdiction to give the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest in all of the Borrower’s right, title and interest in the related Receivables all payments from related Obligors, the Related Documents and all rights of the Borrower applied together therewithunder the Receivable Purchase Agreement, excluding any Collateral in which a security interest cannot be perfected under the UCC, shall have been made, taken or performed; (f) no event has occurred the Borrower shall have taken all steps necessary under all Applicable Law in order to cause to exist in favor of the Administrative Agent, for the benefit of the Secured Parties, a valid, subsisting and is continuingenforceable first priority perfected security interest in the Borrower’s right, or would result from title and interest in the Collateral related to each Receivable being pledged hereunder on such Borrowing Date, including receipt by the Administrative Agent of evidence reasonably satisfactory to the Administrative Agent that all Liens (except for Permitted Liens) have been released on such Collateral; (g) the Borrower shall have delivered to (i) the Administrative Agent and the Backup Servicer (following a Backup Servicing Event) a fully executed copy of the Assignment and Schedule of Receivables and (ii) the Backup Servicer (following a Backup Servicing Event) the Related Documents, in each case, relating to the Eligible Receivables in connection with such Borrowing, that constitutes a Default or Event of Default; and (ch) if such Borrowing is in an aggregate principal amount equal with respect to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being initial Advance to be made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b)hereunder, the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase Borrower shall have delivered (i) evidence reasonably satisfactory to the Administrative Agent that the Collection Account has been completedestablished, (ii) the Collection Account Control Agreement, duly executed and delivered by the parties thereto, in full force and effect; and (iii) legal opinions (addressed to the Administrative Agent, the Lenders and their successors and assignees) of Orrick Herrington & Sutcliffe LLP, as counsel to the Borrower, relating to certain enforceability and UCC matters related to the Collection Account Control Agreement, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing 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 the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: (a) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct in all material respects (except that any representation and warranty that is qualified by materiality shall be true and correct in all respects) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such Borrowing, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereofof $500,000,000, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (including the initial Borrowing) that would cause the aggregate principal amount of Advances outstanding hereunder to increase shall be subject to the conditions precedent that the Effective Date shall have occurred and that, on the date of such Borrowing Borrowing: (a) the following statements shall be true, true and correct (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds therefrom shall constitute a representation and warranty by the Borrower that, on the date of such Borrowing shall be a representation by Borrowing, such Borrower or by PMI, as the case may be, that:statements are true and correct): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) 4.01 are true and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a an Event of Default or Event of an Unmatured Default; and (iii) if the Reference Rating is below BBB- in the case of S&P or below Baa3 in the case of M▇▇▇▇'▇, or unrated, the Borrower has received all Necessary Approvals to permit payment of interest at the rate applicable to such Borrowing; and (b) the Agent shall have received certified copies of the SEC Approval (in the case of any Borrowing that, together with all other Borrowings at such time outstanding hereunder exceeds the SEC Limit); (c) if the Agent shall have received certified copies of the Minnesota Approval (in the case of any Borrowing that, together with all other Borrowings at such Borrowing is in an aggregate principal amount equal to time outstanding hereunder exceeds the Minnesota Limit); and (d) the Agent shall have received such other approvals, opinions, or greater than $500,000,000documents as the Agent, or the Equivalent in Euro thereofMajority Lenders through the Agent, may reasonably request, and is being made such approvals, opinions, and documents shall be satisfactory in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or form and substance to the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedAgent.

Conditions Precedent to Each Borrowing. Drawing and --------------------------------------------------- Issuance. The obligation of each Appropriate Lender to make an Advance or a -------- Drawing (other than a Letter of Credit Advance made by the Issuing Bank or a Working Capital Lender pursuant to Section 2.03(c) and other than a Swing Line Advance made by a Working Capital Lender pursuant to Section 2.02(f)) on the occasion of each Borrowing is (including the Initial Extension of Credit), and the obligation of the Issuing Bank to issue a Letter of Credit (including the initial issuance), shall be subject to the further conditions precedent that on the Effective Date date of such Borrowing, Drawing or issuance (a) the following statements shall have occurred be true (and each of the giving of the applicable Notice of Borrowing, Notice of Drawing or Notice of Issuance and the acceptance by the Applicable Borrower of the proceeds of such Borrowing, Drawing or Letter of Credit shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing the following Borrowing, Drawing or issuance such statements shall be are true, and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that:): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) each Loan Document are correct on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing Borrowing, Drawing or issuance and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, andby their terms, if such Borrowing shall have been requested by refer to a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of specific date other than the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefromDrawing or issuance, as though made on and in which case as of such specific date;; and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such Borrowing, Drawing or issuance or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase the Agent shall have been completedreceived such other approvals, opinions or documents as the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (including, if requested, on the Closing Date), shall be subject to the satisfaction of the conditions set forth in Section 3.01 (to the extent not previously satisfied or waived (the consummation of the closing hereunder being deemed to constitute the waiver of all conditions set forth in Section 3.01 that were not satisfied) and such 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 the terms hereof. (b) The following statements shall be true, and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: (ai) the representations and warranties of each Loan Party contained in Section 4.1 Article IV or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the representations set forth extent that any representation or warranty that is qualified by materiality shall be true and correct in the last sentence of subsection (eall respects) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such Borrowing shall have been requested by earlier date, except to the extent that failure of a Designated Subsidiaryrepresentation or warranty to be true and correct does not result from a breach of a covenant hereunder, and except that for purposes of this Section 3.02, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect Section 4.01(g) shall be deemed to such Borrowing and refer to the application of the proceeds therefrom, as though made on and as of such date; most recent statements furnished pursuant to subsections (b) after giving effect and (c), respectively, of Section 5.03 and the items listed on any schedule shall be reasonably acceptable to the application of the proceeds of all Borrowings on such date Required Lenders; and (together with any other resources of the Borrower applied together therewithii) no event Default or Event of Default has occurred and is continuing, or would result from (A) such Borrowing, that constitutes a Default extension or Event of Default; and increase or (cB) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock case of any other PersonBorrowing, or any purchase of all or substantially all from the application of the assets proceeds therefrom. ​ ​ Each Notice of any Person (whether Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in one transaction or a series of transactionsSections 3.02(b) or any transaction have been satisfied on and as of the type referred to in Section 5.2(b), date of the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedapplicable Borrowing.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each any Borrowing is shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) in the case of the initial Borrowing the Administrative Agent shall have received evidence satisfactory to it that the commitments of the lenders under the Existing Revolving Credit Agreement and the Existing Term Loan Agreement have been terminated and that all amounts owing under the Existing Revolving Credit Agreement and the Existing Term Loan Agreement have been paid in full or will be paid in full simultaneously with the making of (or out of the proceeds of) the initial Borrowing, including without limitation such amounts (if any) as may be required to compensate each Bank for any break-funding costs resulting from such payment, (b) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (c) the following statements shall be true, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth Article V are true and correct in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent that such representations and warranties refer to an earlier date, if in which case they shall be true and correct in all material respects on and as of such Borrowing shall have been requested by a Designated Subsidiaryearlier date and except that for the purposes of this Section 3.02, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect Section 5.04(a) shall be deemed to such Borrowing and refer to the application of the proceeds therefrom, as though made on and as of such datemost recent statements furnished pursuant to Section 6.02(c); (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that which constitutes or with the giving of notice, the lapse of time or both, would constitute a Default or Event of Default; and (ciii) if after giving effect to any Borrowing of Revolving Credit Advances and all other Borrowings of Revolving Credit Advances which have been requested on or prior to such Borrowing is in an date but which have not been made prior to such date, the aggregate principal amount equal of the Revolving Credit Advances owing to or greater than $500,000,000, or any Revolving Credit Bank will not exceed the Equivalent in Euro thereof, and is being made in connection with any purchase of shares Total Revolving Credit Commitment of such Borrower’s or PMI’s capital stock or Revolving Credit Bank.; and (iv) with respect to the capital stock Borrowing of any other Person, or any purchase of all or substantially all of Term Loan Advances (which may only be made on the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(bAmendment No. 1 Effective Date), after giving effect to such Borrowing of Term Loan Advances, the statement in (b) above shall also be true on a pro forma basis as if aggregate principal amount of ▇▇▇▇▇▇ Term Loan Advances owing to any Term Loan Bank will not exceed the aggregate Term Loan Commitment of such transaction or purchase shall have been completedTerm Loan Bank at such time.

Conditions Precedent to Each Borrowing. (other than a Competitive Bid Borrowing) and Issuance. The obligation of each Lender to make an Advance (other than a Competitive Bid Advance, a Letter of Credit Advance made by the Issuing Bank or a Lender pursuant to Section 2.04(c) and a Swing Line Advance made by a Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing is (other than a Competitive Bid Borrowing but including the Initial Extension of Credit), and the obligation of the Issuing Bank to issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit and the right of a Borrower to request a Swing Line Borrowing or the issuance or renewal of 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 issuance or renewal (a) the following statements shall be truetrue (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing, Notice of Issuance or Notice of Renewal and the acceptance by the relevant Borrower of the proceeds of such Borrowing or of such Letter of Credit or the renewal of such Letter of Credit shall be constitute a representation and warranty by Paxar and such Borrower that on the date of such Borrowing or by PMI, as the case may be, that:issuance or renewal such statements are true): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) each Loan Document are correct on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing or issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, andby their terms, if such Borrowing shall have been requested by refer to a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of specific date other than the date of such BorrowingBorrowing or issuance or renewal, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and in which case as of such specific date;, and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase the Administrative Agent shall have been completedreceived such other approvals, opinions or documents as any Lender Party through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing 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 the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMIAltria, as the case may be, that: (a) the representations and warranties contained in Section 4.1 4.01 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower or Altria applied together therewith) no event has occurred and is continuing, or would result from such Borrowing, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, 500,000,000 and is being made in connection with any purchase of shares of such Borrower’s or PMIAltria’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b5.02(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each Borrowing is (including the First Borrowing) or for any Issuing Bank to issue any Letter of Credit shall be subject to the additional conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true, and the acceptance by the Borrower of the proceeds or issuance of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: Letter of Credit (a) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, immediately before and after giving effect to such Borrowing and to the application of the proceeds therefrom, or (as though made on applicable) immediately before and as after the issuance of such dateLetter of Credit, andthe following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing, if or (as applicable) the submission of a request for issuance of a Letter of Credit, shall be deemed to constitute a representation and warranty by the Borrower that on the date of such Borrowing shall have been requested by or such issuance, immediately before and after giving effect thereto and to the application of the proceeds therefrom (in the case of a Designated SubsidiaryBorrowing), the such statements are true): (i) The representations and warranties of such Designated Subsidiary contained in its Designation Agreement Section 7.01 (other than subsections (e), (f) and (i) thereof) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;, (bii) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no No event has occurred and is continuing, or would result from such BorrowingBorrowing (or from the application of the proceeds therefrom) or from the issuance of such Letter of Credit, that which constitutes a an Event of Default or which would constitute an Event of Default; Default but for the requirement that notice be given or time elapse or both, and (ciii) if The Facility Usage at such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or time does not exceed the Equivalent in Euro thereofAggregate Commitments at such time, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase the Administrative Agent shall have been completedreceived such other documents as any Bank through the Administrative Agent may reasonably request related to clauses (a)(i) or (a)(ii) above.

Conditions Precedent to Each Borrowing. The and Each Issuance of a Letter of Credit. Each of (a) the obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance to be made by the Issuing Banks or a Lender pursuant to Section 2.03(c) and as set forth in Section 2.02(b) with respect to the Swing Line Advances made by a Lender) on the occasion of each Borrowing is Borrowing, and (b) the obligation of the Issuing Banks to issue a Letter of Credit (including the initial issuance of a Letter of Credit hereunder) or to renew a Letter of Credit 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 Borrowing, issuance or renewal: (i) the following statements shall be true, true (and each of the giving of the applicable Notice of Borrowing or Letter of Credit Application and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by or the issuance or renewal of such Borrower or by PMILetter of Credit, as the case may be, that:shall constitute a representation and warranty by the Borrower that both on the date of such notice and on the date of such Borrowing, issuance or renewal such statements are true): (aA) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) each Loan Document, are correct in all material respects on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing Borrowing, issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such date, andother than any such representations or warranties that, if such Borrowing shall have been requested by their terms, refer to a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of specific date other than the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefromissuance or renewal, as though made on and in which case as of such specific date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithB) no event has occurred and is continuing, or would result from such Borrowing, issuance or renewal or from the application of the proceeds, if any, therefrom, that constitutes a Default or Event of Default; and (cC) if such Borrowing the Interim Order is in an aggregate principal amount equal to full force and effect and has not been stayed, reversed, modified or greater than $500,000,000amended in any respect without the prior written consent of the Initial Lenders, provided that at the time of the making of any Advance or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock issuance of any other PersonLetter of Credit the amount of either of which, or any purchase when added to the sum of the aggregate Advances outstanding and the aggregate Available Amount of all or substantially all Letters of Credit then outstanding, would exceed the assets of any Person amount authorized by the Interim Order (whether in one transaction or a series of transactions) or any transaction of collectively, the type referred to in Section 5.2(b"Additional Credit"), the statement Administrative Agent and each of the Lenders shall have received a copy of an order of the Bankruptcy Court in substantially the form of Exhibit F hereto (b) above shall also be true on a pro forma basis as if such transaction or purchase the "Final Order"), which, in any event, shall have been completed.entered by the Bankruptcy Court no later than 45 days after entry of the Interim Order and at the time of the extension of any Additional Credit the Final Order shall be in full force and effect, shall authorize extensions of credit in respect of the Revolving Credit Facility and the Swing Line Facility in the aggregate amount up to the Revolving Credit Availability Amount and in respect of the Term Facility in the amount up to $700,000,000, and shall not have been stayed, reversed, modified or amended in any respect that is adverse to the Lender Parties without the prior written consent of the Initial Lenders; and if either the Interim Order or the Final Order is the subject of a pending appeal in any respect, neither the making of Advances nor the issuance of any Letter of Credit nor the performance by the Borrower or the Guarantor of any of their respective obligations under any of the Loan Documents shall be the subject of a presently effective stay pending appeal; and

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (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, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (a) Each of the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof Section 4.01 (other than clause (i) thereofthe representations and warranties set forth in Section 4.01(f)(i)) are true and correct on in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties are true and correct in all respects) as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent any such representation or warranty is stated to relate solely to an earlier date, if in which case such Borrowing shall have been requested by a Designated Subsidiary, representation or warranty was true and correct in all material respects (except to the extent such representations and warranties of are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such Designated Subsidiary contained representations and warranties were true and correct in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made all respects) on and as of such earlier date;, and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.

Conditions Precedent to Each Borrowing. The obligation of each the Initial Lender to make an Advance on a Loan or of the occasion L/C Issuer to issue any Letter of each Borrowing is Credit or to amend any Letter of Credit to increase the Available Amount thereof shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or such issuance (as the case may be) the following statements shall be truetrue (and each of the giving of the applicable Notice of Borrowing, Notice of Issuance or Notice of Amendment (as the case may be), and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by or the issuance or amendment of such Borrower or by PMI, Letters of Credit (as the case may be, that:) shall constitute a representation and warranty by the Borrower that on the date of such Borrowing or such issuance or amendment (as the case may be) such statements are true): (a) the The representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) a)(i), (a)(ii), (b)(ii)(A), (d)(ii), and in subsection (f) thereof (other than clause (i) thereof)) of Section 4.01 are correct on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing Borrowing, issuance or amendment (as the case may be) and to the application by the Borrower of the proceeds therefromfrom such Borrowing (in the case of a Borrowing), as though made on and as of such date. (b) In the case of any Loan, the Termination Date shall not have occurred and, if such Borrowing shall have been requested by in the case of any issuance or amendment of a Designated SubsidiaryLetter of Credit, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and L/C Availability Period shall not have ended. (c) Immediately after giving effect to such Borrowing and to Loan, issuance or amendment (as the application case may be) the Aggregate Exposure would not exceed the amount of the proceeds therefrom, as though made Commitment on and as of such date;. (bd) In the case of an issuance or amendment of a Letter of Credit, immediately after giving effect to such issuance or amendment, the application of the proceeds aggregate Available Amount of all Borrowings on such date (together with any other resources Letters of Credit would not exceed the Borrower applied together therewith) no event has occurred and is continuing, or would result from such Borrowing, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedL/C Facility.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the Borrowing: (a) The following statements shall be true, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the any Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by such Borrower or by PMI, as that on the case may be, that:date of such Borrowing such statements are true): (ai) the representations and warranties contained in Section 4.1 4.01 (except the representations representation set forth in the last sentence of subsection (e) and thereof) and, in subsection (f) thereof (other than clause (i) thereof)) the case of any Borrowing made to a Designated Subsidiary, in the Designation Agreement for such Designated Subsidiary, are correct on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;, (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default Default, (iii) all governmental and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained (without the imposition of any conditions that are not acceptable to the Lenders) and shall remain in effect, all applicable waiting periods in connection with the Acquisition shall have expired without any action being taken by any competent authority, and no law or Event regulation shall be applicable in the reasonable judgment of Defaultthe Lenders, in each case that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated hereby, and (iv) all conditions precedent to the consummation of the Acquisition (other than the payment of cash consideration from, among other sources, the proceeds of the initial Borrowing hereunder) shall have been satisfied substantially in accordance with the terms of the Stock and Asset Purchase Agreement dated as of October 1, 2004 between UCB SA and the Company, as amended through February 8, 2005, without any waiver or amendment not consented to by the Required Lenders of any material term, provision or condition set forth therein, and in compliance with all applicable laws. (b) The Company's Public Debt Rating shall be not lower than BBB- from S&P and not lower than Baa3 from Moody's. (c) The Agen▇ ▇▇▇▇▇ have received on or before the date of such Borrowing, in form and substance satisfactory to the Agent and in sufficient copies for each Lender, copies of the audited financial statements of the Surface Specialties business of UCB SA as at December 31, 2003 prepared in accordance with generally accepted accounting principles in Belgium; and (cd) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase The Agent shall have been completedreceived such other approvals, opinions or documents as any Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. Issuance and ---------------------------------------------------- Renewal. The obligation of each Lender of the Appropriate Lenders to make an Advance ------- on the occasion of each Borrowing is (including each Borrowing made on the Phase I Closing Date and 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, true (and each of the giving of the applicable Notice of Borrowing by any of the Borrowers and the acceptance by the Borrower that requested such Borrowing of the proceeds of such Borrowing shall be constitute a representation and warranty by such Borrower or by PMIthat, as both on the case may bedate of such notice and on the date of such Borrowing, that:such statements are true): (ai) the representations and warranties contained in Section 4.1 (except each of the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) Loan Documents are correct in all material respects on and as of such date (except, solely on and with respect to any Borrowing made or requested to be made prior to the date Phase II Closing Date, for the representations and warranties contained in Section 4.01(h) and the second sentence of such BorrowingSection 4.01(q)), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such datedate (other than any such representation and warranty that, andby its terms, if such Borrowing shall have been requested by refers to a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of specific date other than the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefromin which case, as though made on and as of such specific date;); and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such Borrowing, or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase the Administrative Agent shall have been completedreceived such other approvals, authorizations, opinions, documents and information as any of the Appropriate Lenders through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is 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, true (and each of the giving of the applicable Loan Notice and the acceptance by the Borrower requesting such Borrowing of the proceeds of such Borrowing shall be constitute a representation and warranty by such Borrower or by PMI, as that on the case may be, that:date of such Borrowing such statements are true): (ai) the representations and warranties of the Company contained in Section 4.1 (except 4.01(except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (iB) thereof)) are correct on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by Borrower is a Designated Subsidiary, the representations and warranties of such Designated Subsidiary Borrower contained in its Designation Agreement Letter are correct on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;, and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (including on the Availability Date) and of the Issuing Bank to issue a Letter of Credit shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or Letter of Credit issuance, the following statements shall be true, true (and each of the giving of the applicable Notice of Borrowing or Request for Issuance and the acceptance by the Borrower of the proceeds of such Borrowing or the issuance of the Letter of Credit on behalf of the Borrower shall be constitute a representation and warranty by the Borrower that on the date of such Borrower Borrowing or by PMIof such Letter of Credit issuance, as the case may be, that:such statements are true): (a) the Administrative Agent shall have received a Notice of Borrowing with respect to such Borrowing as required by Section 2.02(a) or the Issuing Bank shall have received a Request for Issuance with respect to such Letter of Credit issuance as required by Section 2.10. (b) immediately after such Borrowing or Letter of Credit issuance, the aggregate outstanding principal amount of all Revolving Advances and Letter of Credit Obligations will not exceed the aggregate amount of all Revolving Facility Commitments; (c) the representations and warranties contained in Section 4.1 (except this Agreement, the representations set forth in the last sentence of subsection (e) Guaranty Agreement, each Security Agreement, each Pledge Agreement and in subsection (f) thereof (other than clause (i) thereof)) each Mortgage are correct on and as of the date of such BorrowingBorrowing or Letter of Credit issuance, before and after giving effect to such Borrowing and to the application or Letter of the proceeds therefromCredit issuance, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithd) no event has shall have occurred and is be continuing, or would result from such BorrowingBorrowing or Letter of Credit issuance, that or from the application of the proceeds therefrom, which constitutes a Default Default; (e) if such Borrowing or Event Letter of DefaultCredit issuance is to be secured, directly or indirectly, by any “margin stock” (within the meaning of Regulation U), the Administrative Agent shall have received (i) a duly executed Federal Reserve Form FR U-1 for each Lender that is a bank, for the Issuing Bank and (ii) a duly executed Federal Reserve Form FR G-3 for each Lender that is not a bank, in each case signed and accepted by a duly authorized representative of the applicable Lender or the Issuing Bank; and (cf) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000the Administrative Agent, or the Equivalent Issuing Bank in Euro thereofthe case of a Letter of Credit issuance, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedreceived such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is 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 the acceptance by the applicable Borrower of the proceeds of such Borrowing shall be deemed to be a representation and warranty by such Borrower or by PMIMondelēz International and, as if applicable, the case may be, applicable Designated Subsidiary that: : (a) the representations and warranties contained in Section 4.1 4.01 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; ; and (b) before and after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower Borrowers applied together therewith) ), no event Default or Event of Default has occurred and is continuing, continuing or would result from such Borrowing, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.

Conditions Precedent to Each Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of each any Borrowing is shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing (a) in the case of the initial Borrowing the Administrative Agent shall have received evidence satisfactory to it that the commitments of the lenders under the Existing Credit Agreement have been terminated and that all amounts owing under the Existing Credit Agreement have been paid in full or will be paid in full simultaneously with the making of (or out of the proceeds of) the initial Borrowing, including without limitation such amounts (if any) as may be required to compensate each Bank for any break-funding costs resulting from such payment, (b) the Administrative Agent shall have received a Notice of Borrowing in accordance with Section 2.02 and (cb) the following statements shall be true, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth Article V are true and correct in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent that such representations and warranties refer to an earlier date, if in which case they shall be true and correct in all material respects on and as of such Borrowing shall have been requested by a Designated Subsidiaryearlier date and except that for the purposes of this Section 3.02, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect Section 5.04(a) shall be deemed to such Borrowing and refer to the application of the proceeds therefrom, as though made on and as of such datemost recent statements furnished pursuant to Section 6.02(c); (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that which constitutes or with the giving of notice, the lapse of time or both, would constitute a Default or Event of Default; and (ciii) if after giving effect to any Borrowing of Advances and all other Borrowings of Advances which have been requested on or prior to such Borrowing is in an date but which have not been made prior to such date, the aggregate principal amount equal of the Advances owing to or greater than $500,000,000, or any Bank will not exceed the Equivalent in Euro thereof, and is being made in connection with any purchase of shares Total Commitment of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedBank.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is 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, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing that such statements are true): (ai) the representations and warranties contained in Section 4.1 4.01 (except the representations and warranties set forth in the last sentence of subsection (eSection 4.01(e) and in subsection (fSection 4.01(f)(i)) thereof are true and correct in all material respects (other than clause (iany representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) thereof)) are correct on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if except to the extent any of such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of refers to an earlier date, in which case such Designated Subsidiary contained representation and warranty shall be true and correct in its Designation Agreement are all material respects (other than any representation or warranty qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) on and as of the such date of such Borrowingof, before and after giving effect to to, such Borrowing Borrowing, and to the application of the proceeds therefrom, as though made on and as of such date;and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase Agent shall have been completedreceived such other approvals, opinions or documents as any Lender through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (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, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (a) Each of the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof Section 4.01 (other than clause (i) thereofthe representations and warranties set forth in Section 4.01(f)(i)) are true and correct on in all material respects (except to the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such representations and warranties shall be true and correct in all respects) as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent any such representation or warranty is stated to relate solely to an earlier date, if in which case such Borrowing representation or warranty shall have been requested by a Designated Subsidiary, true and correct in all material respects (except to the extent such representations and warranties of are qualified with “materiality” or “Material Adverse Effect” or similar terms, in which case such Designated Subsidiary contained representations and warranties shall be true and correct in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made all respects) on and as of such earlier date;, and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.

Conditions Precedent to Each Borrowing. The obligation of each Lender having a Commitment to make an Advance on the occasion of each Borrowing is 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, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (a) the representations and warranties contained in Section 4.1 (except the representations set forth 4.01 shall be correct in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct all material respects on and as of the date of such BorrowingBorrowing (or, to the extent stated to relate to an earlier date, as of such earlier date), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, (b) no addition or amendment to the authorizations, andapprovals or other actions by, if and notices or filings with, any governmental authority or third party set forth on the Schedule 4.01(f) delivered on the Tranche A Effective Date shall materially adversely affect (i) the due execution, delivery, recordation, filing or performance by any Loan Party of this Agreement, the Notes or any other Loan Document to which it is or is to be a party or for the consummation of the transactions contemplated hereby and thereby, (ii) the grant of the Liens granted by any Loan Party pursuant to this Agreement, the Security Agreements and the Notes (including to the extent permitted by applicable law and subject to Permitted Liens and Shared Liens the first-priority nature thereof) other than Permitted Liens and Shared Liens and (iii) the exercise by the Administrative Agent, the Collateral Agent or any Lender of its rights under this Agreement, the Notes or any other Loan Document or of the remedies in respect of the Collateral granted pursuant to the Security Agreements, in each case as reasonably determined by the Lenders, (c) no event shall have occurred and be continuing, or would result from such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to or from the application of the proceeds therefrom, as though made on and as that constitutes a Default, and (d) at any time that the Initial Lender shall have any Commitment hereunder, the Supply Agreement has not been terminated by Vendor for cause in accordance with Section 14.2 of such date; the Supply Agreement or by Borrower without cause, in each case in accordance with the terms thereof, provided that the provisions of clauses (a), (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such Borrowing, that constitutes a Default or Event of Default; and (c) if such of this Section 3.02 shall not be applicable with respect to any Borrowing is to the extent the proceeds thereof will be used to pay interest in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection accordance with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.2.13

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (including, if requested, on the Restatement Effective Date), shall be subject to the satisfaction of the conditions set forth in Section 3.01 (to the extent not previously satisfied or waived (the consummation of the closing hereunder being deemed to constitute the waiver of all conditions set forth in Section 3.01 that were not satisfied) and such 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 the terms hereof. (b) The following statements shall be true, and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: (ai) the representations and warranties of each Loan Party contained in Section 4.1 Article IV or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except to the representations set forth extent that any representation or warranty that is qualified by materiality shall be true and correct in the last sentence of subsection (eall respects) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality, in all respects) as of such Borrowing shall have been requested by earlier date, except to the extent that failure of a Designated Subsidiaryrepresentation or warranty to be true and correct does not result from a breach of a covenant hereunder, and except that for purposes of this Section 3.02, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect Section 4.01(g) shall be deemed to such Borrowing and refer to the application of the proceeds therefrom, as though made on and as of such date; most recent statements furnished pursuant to subsections (b) after giving effect and (c), respectively, of Section 5.03 and the items listed on any schedule shall be reasonably acceptable to the application of the proceeds of all Borrowings on such date Required Lenders; and (together with any other resources of the Borrower applied together therewithii) no event Default or Event of Default has occurred and is continuing, or would result from (A) such Borrowing, that constitutes a Default extension or Event of Default; and increase or (cB) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock case of any other PersonBorrowing, or any purchase of all or substantially all from the application of the assets proceeds therefrom. Each Notice of any Person (whether Borrowing submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in one transaction or a series of transactionsSections 3.02(b) or any transaction have been satisfied on and as of the type referred to in Section 5.2(b), date of the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedapplicable Borrowing.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance Term Loans on each Credit Date (including the occasion of each Borrowing Effective Date) is subject to the satisfaction (or waiver) of the following further conditions precedent that the Effective Date precedent: (a) [Reserved]. (b) The Borrower shall have occurred delivered to the Administrative Agent a duly executed and completed Borrowing Request in accordance with Section 2.02. (c) The Collateral Agent, for the benefit of the Secured Parties, shall have valid and perfected Liens on all Collateral, to the date of such Borrowing extent contemplated hereby, and pursuant to the following statements other Loan Documents, including the applicable DIP Financing Order. (d) The Loan Parties shall have complied and shall be truein compliance, in each case, in all material respects, with the Interim DIP Financing Order and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMIFinal DIP Financing Order, as the case may be, that:. (ae) The making of such Term Loan shall not violate any material applicable requirement of law and shall not be enjoined, temporarily, preliminarily or permanently. (f) The Loan Parties shall be in compliance in all material respects with each First Day Order and Second Day Order then in effect. (g) There shall not have occurred a Material Adverse Effect since the Effective Date. (h) The representations and warranties of the Loan Parties contained in Section 4.1 Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (except the unless otherwise qualified by materiality in which case such representations set forth and warranties shall be true and correct in the last sentence of subsection (eall respects) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such BorrowingCredit Date, both before and immediately after giving effect to the making of the Term Loan on such Borrowing Credit Date and to the application of the proceeds therefrom, as though made on such date; provided that to the extent that such representations and warranties specifically refer to an earlier date, then such representations and warranties shall be true and correct in all material respects (unless otherwise qualified by materiality in which case such representations and warranties shall be true and correct in all respects) as of such earlier date. (i) As of the applicable Credit Date, and(i) no Default or Event of Default shall exist or would result from the making of such Term Loan and the application of proceeds therefrom and (ii) the Borrower shall be in pro forma compliance with the covenant set forth in Section 8.20. (j) The Administrative Agent shall have received a certificate, if such dated as of applicable Credit Date and signed by a Responsible Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in this Section 5.02. (k) The Borrower shall have paid (or caused to be paid) to the Administrative Agent and Lenders the fees and expenses then earned, due and payable under the Loan Documents (including, without limitation, the fees, costs and expenses of counsel and the other advisors to the Administrative Agent and the Lenders). Each Borrowing shall have been requested be deemed to constitute a representation and warranty by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct Borrower on and as of the date of such Borrowing, before and after giving effect to such Borrowing and issuance, amendment, extension or renewal as applicable, as to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such Borrowing, that constitutes a Default or Event of Default; and (c) if such Borrowing is matters specified in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in this Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed5.02.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an a Term Advance on the occasion of each Borrowing is (including the initial Borrowing) and the extension of the Maturity Date pursuant to Section 2.15 shall be subject to the further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing or extension (a) the following statements shall be truetrue and the Administrative Agent shall have received (i) in the case of any Borrowing by an Additional Borrower, (A) an Accession Agreement in substantially the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Administrative Agent, and (B) for the acceptance benefit of each Lender, a Note executed and delivered by such Additional Borrower to the Borrower order of such Lender in a principal amount up to the aggregate principal amount of such Lender's Term Commitment, dated the date of the proceeds related Accession Agreement and otherwise substantially in the form of Exhibit A hereto (in each case to the extent not previously delivered pursuant to Section 5.01(j)(i) or this Section 3.02), and (ii) for the account of such Lender a certificate signed by a Responsible Officer of the Borrowers, dated the date of such Borrowing shall be a representation by such Borrower or by PMIextension, as the case may be, stating that: (aA) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) each Loan Document are true and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowingdate, before and after giving effect to (1) such Borrowing or extension, and to (2) in the application case of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such any Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithB) no event Default or Event of Default has occurred and is continuing, or would result from (1) such Borrowing or extension or (2) in the case of any Borrowing, that constitutes a Default or Event from the application of Defaultthe proceeds therefrom; and (cC) if for each Term Advance, before and after giving effect to such Borrowing is Term Advance, the Borrowers shall be in an aggregate principal amount equal to or greater than $500,000,000, or compliance with the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to covenants contained in Section 5.2(b)5.04, together with supporting information in form satisfactory to the statement Administrative Agent showing the computations used in determining compliance with such covenants; and (b) above shall also be true on a pro forma basis as if such transaction or purchase the Administrative Agent shall have been completedreceived such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance (other than a Letter of Credit Advance made by a Lender pursuant to Section 2.13(c)) on the occasion of each Borrowing is (including the initial Borrowing), and the right of the Borrower to request a Swing Line Borrowing or the issuance of the Letter of Credit, shall be subject to the further conditions precedent that the Effective Date shall have occurred and that: (a) on the date of such Borrowing or issuance, the following statements shall be true, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing or of the Letter of Credit shall be constitute a representation and warranty by the Borrower that on the date of such Borrower Borrowing or by PMI, as the case may be, that:issuance such statements are true): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth each Loan Document are true and correct in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct all material respects on and as of the date of such BorrowingBorrowing or issuance, before and after giving effect to such Borrowing or issuance and to the application of the proceeds therefrom, as though made on and as of such date, ; and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or issuance or from the application of the proceeds therefrom, that constitutes a Default Default; and (b) the Agent shall have received such other approvals, opinions or Event of Defaultdocuments as any Lender or the Issuing Bank through the Agent may reasonably request; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase there shall have been completedno enactment of any law by any governmental authority having jurisdiction over any Lender which would make it unlawful in any respect for such Lender to make its Pro Rata Share of such Borrowing and there has been no Material Adverse Change since the date of this Agreement to the financial condition or business of the Borrower and its Subsidiaries taken as a whole.

Conditions Precedent to Each Borrowing. The obligation of each Appropriate Lender to make an Advance (other than a Letter of Credit Advance made by a Lender pursuant to Section 2.13(c) and other than a Swing Line Advance made by a Lender pursuant to Section 2.02(f)) on the occasion of each Borrowing is (including the initial Borrowing), and the obligation of the Issuing Bank to issue a Letter of Credit or to renew a Standby Letter of Credit 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 truetrue (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing, Notice of Issuance or Notice of Renewal and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by Borrowing, the issuance of such Borrower Letter of Credit or by PMIof the renewal of such Standby Letter of Credit, as the case may be, that:shall constitute a representation and warranty by the Borrower that on the date of such Borrowing such statements are true): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement each Loan Document are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (ciii) if such Borrowing is in an for each Revolving Credit Advance, Swing Line Advance or the issuance or renewal of any Letter of Credit, the sum of the Loan Values of the Eligible Collateral exceeds the sum of (A) the aggregate principal amount equal of the Revolving Credit Advances, Swing Line Advances and Letter of Credit Advances then outstanding after giving effect to or greater than $500,000,000, or such Borrowing and (B) the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase aggregate Available Amount of all or substantially all Letters of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred Credit then outstanding after giving effect to in Section 5.2(b), the statement in such Borrowing; and (b) above shall also be true on a pro forma basis as if such transaction or purchase the Agent shall have been completedreceived such other approvals, opinions or documents as any Appropriate Lender or the Issuing Bank through the Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is 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, 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 be constitute a representation and warranty by the Borrowers that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (a) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary4.01, the representations Security Agreement and warranties of such Designated Subsidiary contained in its Designation the Pledge Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or Event Default; (c) after giving effect to such Borrowing, the aggregate amount of Defaultthe requested Borrowing will not exceed an amount equal to the lesser of (i) when added to all outstanding Advances, the sum of (A) $30,000,000, (B) eighty-five (85%) percent of the net amount of Eligible Receivables and (C) forty (40%) percent of Eligible Inventory, less, in each case, any Availability Reserves (each of which is measured as of the end of the fourth Business Day immediately preceeding such Borrowing), and (ii) when added to the outstanding Advances made during the calendar month during which such Borrowing is made, will not exceed 110% of the aggregate projected cash requirements of MEMC for such month as set forth on the applicable Monthly Projected Cash Flow Statement; (d) all expenditures to be paid from proceeds of the applicable Borrowing are reasonable and necessary for the conduct of the business of the Borrower; and (ce) if in the reasonable judgment of the Borrower, the amount of such Borrowing is in an aggregate principal amount equal reasonably necessary for the Borrower to or greater than $500,000,000, or meet its liquidity requirements for the Equivalent in Euro thereof, and is being made in connection with any purchase of shares next ten (10) Business Days immediately following the date of such Borrower’s or PMI’s capital stock or Borrowing (taking into account the capital stock liquidity needs of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(bits Subsidiaries), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each any Borrowing is (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, true (and each of the giving of the 52 applicable Notice of Borrowing and the acceptance by the any Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Company that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (a) the The representations and warranties of the Company contained in Section 4.1 Article IV (except other than the representations set forth in the last second sentence of subsection (eSection 4.01(e) and in subsection (f) thereof (other than clause (i) thereofof Section 4.01(f)) are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and immediately after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, andexcept to the extent that any such representation or warranty expressly relates only to an earlier date, in which case they were correct as of such earlier date and additionally, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no No event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that which constitutes a an Event of Default or a Potential Event of Default; and (c) if If such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completedrequested by a Designated Subsidiary, such Designated Subsidiary shall not be the subject of proceeding under any Bankruptcy Law.

Conditions Precedent to Each Borrowing. (other than a Competitive Bid Borrowing) and Issuance. The obligation of each Lender to make an Advance (other than a Competitive Bid Advance, a Letter of Credit Advance made by the Issuing Bank or a Lender pursuant to Section 2.04(c) and a Swing Line Advance made by a Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing is (other than a Competitive Bid Borrowing but including the Initial Extension of Credit), and the obligation of the Issuing Bank to issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit and the right of a Borrower to request a Swing Line Borrowing or the issuance or renewal of 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 issuance or renewal (a) the following statements shall be truetrue (and each of the giving of the applicable Notice of Borrowing, Notice of Swing Line Borrowing, Notice of Issuance or Notice of Renewal and the acceptance by the relevant Borrower of the proceeds of such Borrowing or of such Letter of Credit or the renewal of such Letter of Credit shall be constitute a representation and warranty by Paxar and such Borrower that on the date of such Borrowing or by PMI, as the case may be, that:issuance or renewal such statements are true): (ai) the representations and warranties contained in Section 4.1 (except the representations set forth in the last sentence of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) each Loan Document are correct on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing or issuance or renewal and to the application of the proceeds therefrom, as though made on and as of such datedate other than any such representations or warranties that, andby their terms, if such Borrowing shall have been requested by refer to a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of specific date other than the date of such BorrowingBorrowing or issuance or renewal, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and in which case as of such specific date;, and (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or issuance or renewal or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; , and (ciii) if such Borrowing is in an aggregate principal amount equal no event has occurred and no circumstance exists as a result of which the information concerning Paxar that has been provided to or greater than $500,000,000, or the Equivalent in Euro thereof, Administrative Agent and is being made each Lender by Paxar in connection with herewith would include an untrue statement of a material fact or omit to state any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, material fact or any purchase of all or substantially all fact necessary to make the statements contained therein, in the light of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b)circumstances under which they were made, the statement in not misleading. and (b) above shall also be true on a pro forma basis as if such transaction or purchase the Administrative Agent shall have been completedreceived such other approvals, opinions or documents as any Lender Party through the Administrative Agent may reasonably request.

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (including the initial Borrowing) shall be subject to the satisfaction of the conditions set forth in Section 3.01 (to the extent not previously satisfied pursuant to that Section) and such further conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing the following statements shall be true, and the acceptance by the Borrower of the proceeds of such Borrowing shall be a representation by such Borrower or by PMI, as the case may be, that: Borrowing: (a) the representations and warranties contained in Section 4.1 (except Administrative Agent shall have received for the representations set forth in the last sentence account of subsection (e) and in subsection (f) thereof (other than clause (i) thereof)) are correct on and each Lender an Availability Certificate demonstrating, as of the date of such Borrowing, (i) the Borrower’s calculation of the Borrowing Base Asset Value (including declining Borrowing Base Asset Values over time) and (ii) the Facility will be greater than or equal to the Facility Exposure (in each case, calculated on a pro forma basis after giving effect to such Borrowing); (b) the following statements shall be true and the Administrative Agent shall have received for the account of each Lender (to the extent not previously included in an applicable Notice of Borrowing) a certificate signed by a Responsible Officer of the Borrower, dated the date of such Borrowing, stating that: (i) the representations and warranties contained in each Loan Document are correct and complete in all material respects on and as of such date, before and after giving effect to to (A) such Borrowing and to (B) the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations ; and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event Default or Event of Default has occurred and is continuing, or would result from (A) such Borrowing, that constitutes a Default Borrowing or Event (B) from the application of Defaultthe proceeds therefrom; and (c) if the Administrative Agent shall have received such other approvals, opinions or documents as any Lender through the Administrative Agent may reasonably request; and (d) the Borrowing Base Asset related to such Borrowing is has been added to the Facility in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection accordance with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.3.03. SECTION

Conditions Precedent to Each Borrowing. The obligation of each Lender to make an Advance on the occasion of each Borrowing is (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, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (a) the The representations and warranties of the Borrower contained in Section 4.1 Article IV (except other than the representations set forth in the last second sentence of subsection (eSection 4.01(e) and in subsection (f) thereof (other than clause (i) thereof)to the extent the proceeds of such Borrowing are used to repay Commercial Paper) are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and except to the application of the proceeds therefromextent that any such representation or warranty expressly relates only to an earlier date, as though made on and in which case they were correct as of such earlier date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no No event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that which constitutes a Default Default; (c) All conditions to the Acquisition other than the payment of the purchase price shall have been satisfied or Event the fulfillment of Defaultany such conditions shall have been waived with the consent of each Lender; (d) Either (i) the Acquisition shall have become effective in accordance with the terms of the Acquisition Agreement or (ii) to the extent that such Advance shall be used to finance, in part, the Acquisition Financing Requirements (to the extent that the Borrower does not issue Commercial Paper to finance the Acquisition), the Agent shall have received an officer's certificate of the Borrower stating that the Borrower will proceed to consummate the Acquisition immediately upon the making of such Advance; and (ce) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase The Borrower shall have been completeddelivered such other certificates or documents that the Agent shall reasonably request, in form and substance satisfactory to the Agent.

Conditions Precedent to Each Borrowing. The obligation of each Appropriate Lender to make an Advance on the occasion of each relevant Borrowing is 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, true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by the Borrower that on the date of such Borrower or by PMI, as the case may be, that:Borrowing such statements are true): (ai) the representations and warranties of the Borrower contained in Section 4.1 4.01 (except the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (if)(i) thereof)) are correct in all material respects (except such representations that are qualified by materiality, which shall be correct) on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date;, (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewithii) no event has occurred and is continuing, or would result from such BorrowingBorrowing or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; , and (ciii) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or within any mandatory debt limitations established by the Equivalent in Euro thereof, and is being made in connection with any purchase Board of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all Directors of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in Borrower; and (b) above shall also be true on a pro forma basis as if such transaction or purchase the Agent shall have been completed.received such other approvals, opinions or documents as any Appropriate Lender through the Agent may reasonably request related to clauses (a)(i) or (ii) of this Section. NYDOCS02/1129553.6

Conditions Precedent to Each Borrowing. Each Issuance, Each Commitment Increase and each Extension of Termination Date. The obligation of each Lender to make an Advance (other than an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) on the occasion of each Borrowing is Borrowing, the obligation of each Issuing Bank to issue a Letter of Credit and each Commitment Increase and extension of Termination Date shall be subject to the conditions precedent that the Effective Date shall have occurred and on the date of such Borrowing Borrowing, such issuance, such Increase Date or, in the case of an extension of the Termination Date, the applicable Anniversary Date the following statements shall be truetrue (and each of the giving of the applicable Notice of Borrowing, Notice of Issuance, request for Commitment Increase, request for extension of the Termination Date and the acceptance by the a Borrower of the proceeds of such Borrowing shall be constitute a representation and warranty by such Borrower that on the date of such Borrowing, such issuance, such Increase Date or by PMI, as the case may be, that:such Anniversary Date such statements are true): (a) the representations and warranties contained in Section 4.1 4.01 (except except, in the case of a Borrowing or issuance, the representations set forth in the last sentence of subsection (e) thereof and in subsection (f) thereof (other than clause (if)(i) thereof)) are correct on and as of the date of such Borrowingdate, before and after giving effect to such Borrowing Borrowing, such issuance, such Commitment Increase or such extension of the Termination Date and to the application of the proceeds therefrom, as though made on and as of such date, and, if such Borrowing shall have been requested by a Designated Subsidiary, the representations and warranties of such Designated Subsidiary contained in its Designation Agreement are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (b) after giving effect to the application of the proceeds of all Borrowings on such date (together with any other resources of the Borrower applied together therewith) no event has occurred and is continuing, or would result from such Borrowing, such issuance, such Commitment Increase or such extension of the Termination Date or from the application of the proceeds therefrom, that constitutes a Default or Event of Default; and (c) if such Borrowing is in an aggregate principal amount equal to or greater than $500,000,000, or the Equivalent in Euro thereof, and is being made in connection with any purchase of shares of such Borrower’s or PMI’s capital stock or the capital stock of any other Person, or any purchase of all or substantially all of the assets of any Person (whether in one transaction or a series of transactions) or any transaction of the type referred to in Section 5.2(b), the statement in (b) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed.