Common use of LOANS AND PAYMENTS OF PRINCIPAL Clause in Contracts

LOANS AND PAYMENTS OF PRINCIPAL. Date Type ofAdvance Amount ofAdvance Interest Rate Amount ofPrincipal Paidor Prepaid Unpaid PrincipalBalance NotationMade By Dated: _______________, 20__ U.S.$_______________ FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a _________________________ corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of _________________________ (the “Lender”) for the account of its Applicable Lending Office (as defined in the Amended and Restated 5-Year Revolving Credit Agreement, dated as of August 19, 2013 among Altria Group, Inc., the Lender and certain other lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Administrative Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined)), on _______________, 20__, the principal amount of U.S.$[_______________]. The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below: Interest Rate Basis: ____________________. Day Count Convention:_________________. Interest Payment Date(s):________________. Both principal and interest are payable in Dollars to JPMCB, as Administrative Agent, for the account of the Lender at the office of JPMCB, located at 0000 Xxxxxx Xxxxxx, Houston, TX 77002, in same day funds. This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. [NAME OF BORROWER] By ___________________________ Name: Title: [Date] JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders party to the Credit Agreement referred to below Attention: _______________ Ladies and Gentlemen: [NAME OF BORROWER], refers to the Amended and Restated 5-Year Revolving Credit Agreement, dated as of August 19, 2013 (as amended or modified from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among Altria Group, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Pro Rata Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Pro Rata Borrowing (the “Proposed Pro Rata Borrowing”) as required by Section 2.02(a) of the Credit Agreement:

LOANS AND PAYMENTS OF PRINCIPAL. Date Amount of Loan3 Type ofAdvance Amount ofAdvance of Loan Interest Rate Amount ofPrincipal Paidor Prepaid Unpaid PrincipalBalance NotationMade Interest Period Maturity Date Principal Paid or Converted Principal Balance Notation Made By Dated3 The type of Loan may be represented by “E” for Eurocurrency Rate Loans or “BR” for Base Rate Loans. Xxxxx Fargo Bank, National Association, as Administrative Agent Minneapolis Loan Center - CRE Agency Services 000 Xxxxx 0xx Xxxxxx, 0xx Xxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000 Attn: _______________, 20__ U.S.$_______________ FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER], a _________________________ corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of _________________________ (the “Lender”) for the account of its Applicable Lending Office (as defined in the Xxxx Xxxxxxxxx Telephone: 000-000-0000 Telecopy: 000-000-0000 Re: Second Amended and Restated 5-Year Revolving Credit Agreement dated as of January 6, 2014 (as amended by that certain First Amendment to Second Amended and Restated Credit Agreement, dated as of August 19January [ ], 2013 among Altria Group, Inc., the Lender and certain other lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent2018, and Citibankas further amended, N.A.supplemented, as Administrative Agent for the Lender and such other lenders (as amended restated or otherwise modified from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined)”), on _______________by and among HYATT HOTELS CORPORATION, 20__a Delaware corporation (“Hyatt”), HOTEL INVESTORS I, INC., a société à responsabilité limitée duly incorporated and validly existing under the laws of the Grand-Duchy of Luxembourg, certain Subsidiaries of Hyatt from time to time party thereto (the “Guarantors”), the principal amount of U.S.$[_______________]. The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in fullLenders identified therein and Xxxxx Fargo Bank, at the interest rate and payable on the interest payment date or dates provided below: Interest Rate Basis: ____________________. Day Count Convention:_________________. Interest Payment Date(s):________________. Both principal and interest are payable in Dollars to JPMCBNational Association, as Administrative Agent, for . Capitalized terms used herein but not otherwise defined herein shall have the account of the Lender at the office of JPMCB, located at 0000 Xxxxxx Xxxxxx, Houston, TX 77002, meanings provided in same day funds. This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. [NAME OF BORROWER] By ___________________________ Name: Title: [Date] JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders party to the Credit Agreement referred to below Attention: _______________ Ladies and Gentlemen: [NAME OF BORROWER], refers to the Amended and Restated 5-Year Revolving Credit Agreement, dated as of August 19, 2013 (as amended or modified from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined), among Altria Group, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Administrative Agent for such Lenders, and The undersigned hereby gives you notice, irrevocably, notice pursuant to Section 2.02 2.2(b) of the Credit Agreement that the undersigned hereby it requests a Pro Rata Borrowing solicitation of Competitive Bids under the Credit Agreement, and in that connection therewith sets forth below the information relating to such Pro Rata Borrowing terms on which the related Competitive Loan borrowing (the “Proposed Pro Rata Competitive Loan Borrowing”) as required by Section 2.02(a) of the Credit Agreementis requested to be made:

LOANS AND PAYMENTS OF PRINCIPAL. Date Amount Type ofAdvance Amount ofAdvance Interest Rate Amount ofPrincipal Paidor Prepaid Unpaid PrincipalBalance NotationMade of of of Principal Notation Loan Loan Repaid Made By Dated: _______________---------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------- ANNEX V EXHIBIT A-5 SWING NOTE Chicago, 20__ U.S.$_______________ FOR VALUE RECEIVEDIllinois ------------ --, the undersigned---- For value received, [NAME OF BORROWER]Alliance Data Systems Corporation, a _________________________ Delaware corporation (the “Borrower”"BORROWER"), HEREBY PROMISES TO PAY promises to pay to the order of _________________________ Xxxxxx Trust and Savings Bank (the “Lender”) "ADMINISTRATIVE AGENT"), for its own account as Swing Lender under the account of its Applicable Lending Office Credit Agreement (as defined in the Amended and Restated 5-Year Revolving Credit Agreement, dated as of August 19, 2013 among Altria Group, Inc.such capacity, the Lender and certain other lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Administrative Agent for the Lender and such other lenders (as amended or modified from time to time"BANK"), the “Credit Agreement;” the terms defined therein being used herein as therein defined)), on _______________, 20__, the unpaid principal amount of U.S.$[_______________]each Swing Loan made by the Bank to the Borrower pursuant to the Credit Agreement referred to below on the maturity date provided for in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount hereof from of each such Swing Loan on the date hereof until such principal amount is paid in full, dates and at the interest rate and payable on or rates provided for in the interest payment date or dates provided below: Interest Rate Basis: ____________________Credit Agreement. Day Count Convention:_________________. Interest Payment Date(s):________________. Both All such payments of principal and interest are payable shall be made in Dollars to JPMCB, as Administrative Agent, for the account lawful money of the Lender United States in Federal or other immediately available funds at the office of JPMCBXxxxxx Trust and Savings Bank, located at 0000 000 Xxxx Xxxxxx Xxxxxx, HoustonXxxxxxx, TX 77002Xxxxxxxx 00000. All Swing Loans made by the Bank, the respective types thereof and all repayments of the principal thereof shall be recorded by the Bank and, if the Bank so elects in same day fundsconnection with any transfer or enforcement hereof, appropriate notations to evidence the foregoing information with respect to each such Swing Loan then outstanding may be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; PROVIDED, that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Promissory Note note is one of the Competitive Bid Swing Notes referred to inin the Credit Agreement dated as of July 24, and is entitled to the benefits of1998 among Alliance Data Systems Corporation, Loyalty Management Group Canada, Inc., (f/k/a 1302598 Ontario Inc.), the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. The Borrower hereby waives presentment, demand, protest Banks parties thereto and notice of any kind. No failure to exercise, Xxxxxx Trust and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. [NAME OF BORROWER] By ___________________________ Name: Title: [Date] JPMorgan Chase Savings Bank, N.A., as Administrative Agent for the Lenders party to the Credit Agreement referred to below Attention: _______________ Ladies and Gentlemen: [NAME OF BORROWER], refers to the Amended and Restated 5-Year Revolving Credit Agreement, dated as of August 19, 2013 (as amended the same may be amended, restated or modified supplemented from time to time, the “Credit Agreement,” the terms "CREDIT AGREEMENT"). Terms defined therein being used herein as therein defined), among Altria Group, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of in the Credit Agreement that are used herein with the undersigned hereby requests a Pro Rata Borrowing under same meanings. Reference is made to the Credit Agreement, Agreement for provisions for the prepayment hereof and in that connection sets forth below the information relating to such Pro Rata Borrowing (the “Proposed Pro Rata Borrowing”) as required by Section 2.02(a) acceleration of the Credit Agreement:maturity hereof. ALLIANCE DATA SYSTEMS CORPORATION By ----------------------------------------- Name ------------------------------------- Title ------------------------------------

LOANS AND PAYMENTS OF PRINCIPAL. Date Amount Of Loan Type ofAdvance Amount ofAdvance of Loan6 Interest Rate Amount ofPrincipal Paidor Prepaid Unpaid PrincipalBalance NotationMade Interest Period Maturity Date Principal Paid or Converted Principal Balance Notation Made By Dated: _______________, 20__ U.S.$___________6 The type of Loan may be represented by “L” for LIBO Rate Loans or “BR” for Base Rate Loans. [____ __], 20[_] FOR VALUE RECEIVED, the undersigned, [NAME OF BORROWER]UNIVERSAL HEALTH REALTY INCOME TRUST, a _________________________ corporation real estate investment trust organized under the laws of Maryland (the “Borrower”), HEREBY PROMISES TO PAY to the order of _________________________ (the “LenderCompany”) for hereby unconditionally promises to pay, on the account of its Applicable Lending Office applicable Maturity Date (as defined in the Amended and Restated 5-Year Revolving Credit Agreement, dated as of August 19, 2013 among Altria Group, Inc., the Lender and certain other lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Administrative Agent for the Lender and such other lenders (as amended or modified from time Agreement referred to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined)below), on _______________, 20__, to the principal amount order of U.S.$[_______________]] (the “Lender”) at the office of Xxxxx Fargo Bank, National Association located at One Xxxxx Fargo Center, 000 Xxxxx Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 to the Attention of Xxxxxx Xxxx, Healthcare Corporate Banking, in lawful money of the United States of America and in immediately available funds, the aggregate unpaid principal amount of all Revolving B Loans made by the Lender to the undersigned pursuant to Section 2.1 of the Credit Agreement referred to below. The Borrower promises undersigned further agrees to pay interest in like money at such office on the unpaid principal amount hereof and, to the extent permitted by law and when required by the Credit Agreement, accrued interest owing hereunder from time to time from the date hereof until such payment in full of the principal amount is paid in fullhereof and accrued interest hereon, at the interest rate rates and payable on the interest dates set forth in the Credit Agreement. The holder of this Note is authorized to endorse the date and amount of each Revolving B Loan pursuant to Section 2.1 of the Credit Agreement and each payment date or dates provided below: Interest Rate Basis: ____________________. Day Count Convention:_________________. Interest Payment Date(s):________________. Both of principal and interest are payable in Dollars to JPMCBwith respect thereto and its character as a LIBOR Rate Loan or a Base Rate Loan on Schedule I annexed hereto and made a part hereof, as Administrative Agentor on a continuation thereof which shall be attached hereto and made a part hereof, for the account which endorsement shall constitute prima facie evidence of the Lender at accuracy of the office information endorsed; provided, however, that the failure to make any such endorsement shall not affect the obligations of JPMCB, located at 0000 Xxxxxx Xxxxxx, Houston, TX 77002, in same day fundsthe undersigned under this Note. This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. [NAME OF BORROWER] By ___________________________ Name: Title: [Date] JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders party to the Credit Agreement referred dated as of March 27, 2018 among the Company, the Lender, the other Lenders from time to below Attention: _______________ Ladies time parties thereto and Gentlemen: [NAME OF BORROWER]Xxxxx Fargo Bank, refers National Association, as Agent (as amended by the First Amendment to the Amended and Restated 5-Year Revolving Credit Agreement, dated as of August 19June 5, 2013 (2020 and as amended further amended, supplemented or otherwise modified from time to time, the “Credit Agreement,” the terms defined therein being used herein as therein defined”), among Altria Group, Inc., and is entitled to the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 benefits thereof. Terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement. Upon the occurrence of any one or more of the Credit Agreement that the undersigned hereby requests a Pro Rata Borrowing under Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided therein. In the event this Note is not paid when due at any stated or accelerated maturity, the Company agrees to pay, in that connection sets forth below addition to principal and interest, all costs of collection, including reasonable attorneys’ fees. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. This Note shall be governed by, and construed and interpreted in accordance with, the information relating to such Pro Rata Borrowing (the “Proposed Pro Rata Borrowing”) as required by Section 2.02(a) law of the Credit Agreement:State of New York.

LOANS AND PAYMENTS OF PRINCIPAL. Amount of Amount of Type of Principal Maturity Notation Date Type ofAdvance Amount ofAdvance Interest Rate Amount ofPrincipal Paidor Prepaid Unpaid PrincipalBalance NotationMade Loan Loan Repaid Date Made By Dated: _______________XXXXXXX X-0 XXXX Xxx Xxxx, 20__ U.S.$_______Xxx Xxxx ________ FOR VALUE RECEIVED__, the undersigned2000 For value received, [NAME OF BORROWER]AMB PROPERTY, L.P., a _________________________ corporation Delaware limited partnership (the “"Borrower”"), HEREBY PROMISES TO PAY promises to pay to the order of _________________________ (the “Lender”"Bank") for the account of its Applicable Lending Office (as defined in the Amended and Restated 5-Year Revolving Credit Agreement, dated as of August 19, 2013 among Altria Group, Inc., the Lender and certain other lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Administrative Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined)), on _______________, 20__, the unpaid principal amount of U.S.$[_______________]each Loan made by the Bank to the Borrower pursuant to the Credit Agreement referred to below on the maturity date provided for in the Credit Agreement. The Borrower further promises to pay interest on the unpaid principal amount hereof of each such Loan from the date hereof advanced until such principal amount is paid in full, full on the dates and at the interest rate and payable on or rates provided for in the interest payment date or dates provided below: Interest Rate Basis: ____________________Credit Agreement. Day Count Convention:_________________. Interest Payment Date(s):________________. Both All such payments of principal and interest are payable shall be made in Dollars lawful money of the United States in Federal or other immediately available funds to JPMCB, as Administrative Agent, Morgxx Xxxranty Trust Company of New York for the account of the Lender at Bank, pursuant to the office following wire transfer instructions: Morgxx Xxxranty Trust Company of JPMCBNew York ABA # 021-000-000 Account # 999-00-000 Attention: Loan Department #24 Reference: AMB Property, located at 0000 Xxxxxx XxxxxxL.P. All Loans made by the Bank, Houstonthe respective types and maturities thereof and all repayments of the principal thereof shall be recorded by the Bank and, TX 77002if the Bank so elects in connection with any transfer or enforcement hereof, in same day fundsappropriate notations to evidence the foregoing information with respect to each such Loan then outstanding may be endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Promissory Note note is one of the Competitive Bid Designated Lender Notes referred to in, and is entitled executed and delivered pursuant to and subject to all of the benefits terms of, the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. [NAME OF BORROWER] By ___________________________ Name: Title: [Date] JPMorgan Chase Bank, N.A., as Administrative Agent for the Lenders party to the Credit Agreement referred to below Attention: _______________ Ladies and Gentlemen: [NAME OF BORROWER], refers to the Amended and Restated 5-Year Revolving Credit Agreement, dated as of August 19the date hereof, 2013 among the Borrower, the banks listed on the signature pages thereof, Morgxx Xxxranty Trust Company of New York, as Administrative Agent, Bank of America, N.A., as Syndication Agent, The Chase Manhattan Bank, as Documentation Agent, and J.P. Xxxxxx Xxxurities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and Joint Bookmanagers, Bank One, NA, Commerzbank Aktiengesellschaft New York and Grand Cayman Branches, PNC Bank, National Association, and Wachovia Bank, N.A., as Managing Agents, and Bankers Trust Company and Dresdner Bank AG, New York and Grand Cayman Branches, as Co-Agents (as the same may be amended or modified from time to time, the “"Credit Agreement,” the "). 129 Capitalized terms defined therein being used herein as therein defined), among Altria Group, Inc., but not otherwise defined shall have the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, meanings ascribed to them in the Credit Agreement. The terms and Citibank, N.A., as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 2.02 conditions of the Credit Agreement that are hereby incorporated in their entirety by reference as though fully set forth herein. Upon the undersigned hereby requests a Pro Rata Borrowing under occurrence of certain Events of Default as more particularly described in the Credit Agreement, the unpaid principal amount evidenced by this Note shall become, and upon the occurrence and during the continuance of certain other Events of Default, such unpaid principal amount may be declared to be, due and payable in that connection sets forth below the information relating to such Pro Rata Borrowing (manner, upon the “Proposed Pro Rata Borrowing”) as required by Section 2.02(a) of conditions and with the effect provided in the Credit Agreement:. Demand, presentment, diligence, protest and notice of nonpayment are hereby waived by the Borrower. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. AMB PROPERTY, L.P., a Delaware limited partnership By: AMB Property Corporation, a Maryland corporation and its sole general partner By: ----------------------------------------- Name: Title: 131 Note (cont'd)

LOANS AND PAYMENTS OF PRINCIPAL. Date Type ofAdvance Amount ofAdvance Interest Base Rate Amount ofPrincipal Paidor Prepaid Unpaid PrincipalBalance NotationMade of of or Trans- Principal Maturity Notation Date Loan action Rate Repaid Date Made By Dated: _______________EXHIBIT A-3 MONEY MARKET LOAN NOTE As of May 7, 20__ U.S.$_______________ FOR VALUE RECEIVED1999 For value received, the undersignedPOST APARTMENT HOMES, [NAME OF BORROWER]L.P., a _________________________ corporation Georgia limited partnership (the “"Borrower”"), HEREBY PROMISES TO PAY promises to pay to the order of _________________________ (the “Lender”) for the account of its Applicable Lending Office (as defined in the Amended and Restated 5-Year Revolving Credit Agreement, dated as of August 19, 2013 among Altria Group, Inc., the Lender and certain other lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and Citibank, N.A., as Administrative Agent for the Lender and such other lenders (as amended or modified from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined)), on _______________, 20__, the principal amount of U.S.$[_______________]. The Borrower promises to pay interest on the unpaid principal amount hereof from the date hereof until such principal amount is paid in full, at the interest rate and payable on the interest payment date or dates provided below: Interest Rate Basis: ____________________. Day Count Convention:_________________. Interest Payment Date(s):________________. Both principal and interest are payable in Dollars to JPMCB, as Administrative Agent, for the account of the Lender at the office of JPMCB, located at 0000 Xxxxxx Xxxxxx, Houston, TX 77002, in same day funds. This Promissory Note is one of the Competitive Bid Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. [NAME OF BORROWER] By ___________________________ Name: Title: [Date] JPMorgan Chase (the "Bank"), for the account of its Lending Office, the principal sum of ONE HUNDRED SEVENTY-FIVE MILLION AND NO/100 DOLLARS ($175,000,000), or such lesser amount as shall equal the unpaid principal amount of each Money Market Loan made by the Bank to the Borrower pursuant to the Amended and Restated Credit Agreement referred to below, on the dates and in the amounts provided in the Amended and Restated Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of this Money Market Loan Note on the dates and at the rate or rates provided for in the Amended and Restated Credit Agreement referred to below. Interest on any overdue principal of and, to the extent permitted by law, overdue interest on the principal amount hereof shall bear interest at the Default Rate, as provided for in the Amended and Restated Credit Agreement. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds at the office of Wachovia Bank, N.A., 191 Xxxxxxxxx Xxxxxx, X.X., Xxxxxxx, Xxxxxxx 00000-0000, xx such other address as may be specified from time to time pursuant to the Amended and Restated Credit Agreement. All Money Market Loans made by the Bank, the respective maturities thereof, the interest rates from time to time applicable thereto, and all repayments of the principal thereof shall be recorded by the Bank and, prior to any transfer hereof, endorsed by the Bank on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the Bank to make any such recordation or endorsement shall not affect the obligations of the Borrower hereunder or under the Amended and Restated Credit Agreement. This Money Market Loan Note is one of the Money Market Loan Notes referred to in the Third Amended and Restated Credit Agreement dated as of May 7, 1999 among the Borrower, the Banks listed on the signature pages thereof, SunTrust Bank, Atlanta, as Documentation Agent, First Union National Bank, as Syndication Agent, and Wachovia Bank, N.A., as Administrative Agent for the Lenders party to the Credit Agreement referred to below Attention: _______________ Ladies and Gentlemen: [NAME OF BORROWER], refers to the Amended and Restated 5-Year Revolving Credit Agreement, dated as of August 19, 2013 (as amended or on even date herewith and as the same may hereafter be amended and modified from time to time, the “"Amended and Restated Credit Agreement,” "). Terms defined in the terms defined therein being Amended and Restated Credit Agreement are used herein as therein defined), among Altria Group, Inc., with the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, same meanings. Reference is made to the Amended and Citibank, N.A., as Administrative Agent Restated Credit Agreement for such Lenders, provisions for the optional and hereby gives you notice, irrevocably, pursuant to Section 2.02 mandatory prepayment and the repayment hereof and the acceleration of the Credit Agreement that the undersigned hereby requests a Pro Rata Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Pro Rata Borrowing (the “Proposed Pro Rata Borrowing”) as required by Section 2.02(a) of the Credit Agreement:maturity hereof.