Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance (including the initial A Advance) on the occasion of any A Borrowing shall be subject to the further conditions precedent that on or before the date of such A Borrowing this Agreement shall have become effective pursuant to Section 3.01 and that on the date of such A Borrowing, before and immediately after giving effect to such A Borrowing and to the application of the proceeds therefrom, the following statements shall be true and correct, and the giving by the Borrower of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute its representation and warranty that on and as of the date of such A Borrowing, before and immediately after giving effect thereto and to the application of the proceeds therefrom, the following statements are true and correct:
(a) each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date (or, if such representation and warranty is stated to be made as at a specific date or for a specific period, as at the original specified date or with respect to the original specified period);
(b) no event has occurred and is continuing, or would result from such A Borrowing, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and
(c) the aggregate amount of the borrowings under this Agreement (including such A Borrowing) and under other agreements or facilities or evidenced by other instruments or documents is not in excess of the aggregate amount of such borrowings approved as of such date by the Board of Directors of the Borrower.
Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance on the occasion of each A Borrowing (including the initial A Borrowing) shall be subject to the conditions precedent that, on the date of such A Borrowing,
(a) the following statements shall be true and correct (and each of the giving of the applicable Notice of A 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 A Borrowing, such statements are true and correct):
(i) the representations and warranties contained in Section 4.01 are true and correct in all material respects on and as of the date of such A Borrowing, before and after giving effect to the application of the proceeds therefrom, as though made on and as of such date; and
(ii) no event has occurred and is continuing, or would result from such A Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or an Unmatured Default; and
(b) the Administrative Agent shall have received such other approvals, opinions, or documents as the Administrative Agent, or the Majority Lenders through the Administrative Agent, may reasonably request, and such approvals, opinions, and documents shall be satisfactory in form and substance to the Administrative Agent.
Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance on the occasion of each A Borrowing (including the initial A Borrowing) shall be subject to the further conditions precedent that on the date of such A Borrowing the following statements shall be true (and each of the giving of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute a representation and warranty by the Borrower that on the date of such A Borrowing such statements are true):
(a) the representations and warranties contained in Section 4.01 (except for, in the case of any A Borrowing after the Effective Date, the representations and warranties set forth in Section 4.01(e)(iii) and Section 4.01(f)(i)) are true and correct on and as of the date of such A Borrowing, before and after giving effect to such A Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and
(b) no event has occurred and is continuing, or would result from such A Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default.
Conditions Precedent to Each A Borrowing. The obligation of each Bank to make an A Advance on the occasion of each A Borrowing (including the initial Borrowing) is subject to the further conditions precedent that on the date of such request and the date of such Borrowing, the following statements shall be true, and each of the giving of the applicable Notice of A Borrowing and the acceptance by the Company of the proceeds of such A Borrowing shall be a representation by the Company that:
(i) the representations and warranties contained in Section 3.01 hereof are true and accurate on and as of each such date as though made on and as of each such date (except to the extent that such representations and warranties relate solely to an earlier date); and
(ii) as of each such date no event has occurred and is continuing, or would result from the proposed A Borrowing which constitutes an Event of Default or would constitute such an Event of Default but for the requirement that notice be given or time elapse or both.
Conditions Precedent to Each A Borrowing. Swingline Borrowing and Issuance of Letters of Credit. The obligation of each Lender to make an A Advance on the occasion of each A Borrowing (including the initial A Borrowing but other than an A Advance pursuant to section 2.04(c)) resulting in an increase in the aggregate amount of outstanding A Advances, the obligation of each LC Bank to issue a Letter of Credit on the occasion of a request therefor by the Borrower (other than an extension of a maturing Letter of Credit that provides for a drawing thereunder in the absence of such extension), and the obligation of the Swingline Lender to make a Swingline Loan on the occasion of each Swingline Borrowing shall be subject to the further conditions precedent that on the date of such A Borrowing, the issuance of such Letter of Credit or such Swingline Borrowing, as the case may be, the following statements shall be true (and each of the giving of the applicable Notice of A Borrowing, request for issuance of Letter of Credit or Notice of Swingline Borrowing, as the case may be, and the acceptance by the Borrower of the proceeds of such A Borrowing or Swingline Borrowing or benefits of the issuance of such Letter of Credit, as the case may be, shall constitute a representation and warranty by the Borrower that on the date of such A Borrowing, the issuance of such Letter of Credit or such Swingline Borrowing, as the case may be, such statements are true):
(i) the representations and warranties contained in Section 4.01 are correct on and as of the date of such A Borrowing, the issuance of such Letter of Credit or such Swingline Borrowing, as the case may be before and after giving effect to such A Borrowing, the issuance of such Letter of Credit or such Swingline Borrowing, as the case may be, and to the application of the proceeds therefrom, as though made on and as of such date, and
(ii) no event has occurred and is continuing, or would result from such A Borrowing, the issuance of such Letter of Credit or such Swingline Borrowing, as the case may be, or from the application of the proceeds therefrom, which constitutes a Default.
Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance (including the initial A Advance) on the occasion of any A Borrowing shall be subject to the further conditions precedent that on or before the date of such A Borrowing this Agreement shall have become effective pursuant to Section 3.01 and that on the date of such A Borrowing, before and
(a) Each representation and warranty contained in Section 4.01 is correct in all material respects as though made on and as of such date;
(b) No event has occurred and is continuing, or would result from such A Borrowing, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and
(c) The aggregate amount of the borrowings under this Agreement (including, without limitation, such A Borrowing) and under other agreements or facilities or evidenced by other instruments or documents is not in excess of the aggregate amount of such borrowings approved as of such date by the Board of Directors of the Borrower.
Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance (including the initial A Advance) on the occasion of any A Borrowing shall be subject to the further conditions precedent
Conditions Precedent to Each A Borrowing. The obligation of each Bank to make an A Advance on the occasion of any A Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such A Borrowing the following statements shall be true (and each of the giving of the applicable Notice of A Borrowing and the acceptance by the Borrower of the proceeds of such A Borrowing shall constitute a representation and warranty by the Borrower that on the date of such A Borrowing such statements are true):
(i) the representations and warranties contained in Article V (other than in Section 5.05 and Section 5.06) are correct on and as of the date of such A Borrowing, before and after giving effect to such
Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance on the occasion of each A Borrowing (including the initial Borrowing) shall be subject to the further conditions precedent that on the date of such Borrowing (a) the following statements shall be true (and the Administrative Agent shall have received for the account of such Lender a certificate signed by an Authorized Financial Officer of the Borrower, dated the date of such Borrowing, stating that):
(i) The representations and warranties contained in Article IV (excluding, except in the case of the initial Borrowing, those contained in Section 4.01(e)(ii) and Section 4.02(e)(ii)) are correct on and as of the date of such A Borrowing, before and after giving effect to such A Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; provided that after the Interim Guaranty Release Date, this paragraph (i) shall not apply to any representation or warranty of the Interim Guarantor, and
(ii) No event has occurred and is continuing, or would result from such A Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given or time elapse or both; and (b) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender (other than a Designated Bidder) through the Administrative Agent may reasonably request.
Conditions Precedent to Each A Borrowing. The obligation of each Lender to make an A Advance on the occasion of each A Borrowing (including the initial A Borrowing) shall be subject to the further conditions precedent that on the date of such A Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom (a) the following statements shall be true (and each of the giving of the applicable Notice of A Borrowing and the acceptance by the Borrower named therein of the proceeds of such A Borrowing shall constitute a representation and warranty by such Borrower and (unless PM Companies is the Borrower) the Guarantor that on the date of such A Borrowing, before and after giving effect thereto and to the application of the proceeds therefrom, such statements are true): Philip Morris $8 billion, 5 year Facility 107900.5/NYL3
(i) The representations and warranties contained in Section 4.01 (excluding those contained in subsections (e) and (f) thereof) are correct on and as of the date of such Borrowing as though made on and as of such date;
(ii) No event has occurred and is continuing, or would result from such A Borrowing, which constitutes an Event of Default; and
(iii) If such A Borrowing is in an aggregate principal amount equal to or greater than $500,000,000 and is being made in connection with any purchase of shares of such Borrower's or the Guarantor'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 5.02(b), the statements in (i) and (ii) above shall also be true on a pro forma basis as if such transaction or purchase shall have been completed; and (b) the Agent shall have received such other approvals, opinions or documents as any Lender through the Agent may reasonably request.
