Common use of Representations and Warranties of PMI Clause in Contracts

Representations and Warranties of PMI. PMI represents and warrants as follows: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The execution, delivery and performance of this Agreement and the Notes to be delivered by it are within its corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) its charter or by-laws or (ii) in any material respect, any law, rule, regulation or order of any court or governmental agency or any contractual restriction binding on or affecting it. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Agreement or the Notes to be delivered by it. (d) This Agreement is, and each of the Notes to be delivered by it when delivered hereunder will be, a legal, valid and binding obligation of PMI enforceable against PMI in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) The consolidated balance sheets of PMI and its Subsidiaries as of 31 December 2004 and the consolidated statements of earnings of PMI and its Subsidiaries for the year then ended fairly present, in all material respects, the consolidated financial position of PMI and its Subsidiaries as at such date and the consolidated results of the operations of PMI and its Subsidiaries for the year ended on such date, all in accordance with accounting principles generally accepted in the United States. Except as disclosed in a certificate delivered to the Lenders, since 31 December 2004 there has been no material adverse change in such position or operations. (f) There is no pending or threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator (a “Proceeding”), (i) that purports to affect the legality, validity or enforceability of this Agreement or (ii) except for Proceedings disclosed in the Annual Report on Form 10-K filed by Altria Group, Inc. (“Altria”) for the year ended 31 December 2004, Quarterly Report on Form 10-Q filed by Altria for the quarter ended 31 March 2005, any Current Report on Form 8-K filed by Altria subsequent to 31 December 2004 but prior to 12 May 2005 and, with respect to Proceedings commenced after the date of the most recent such document but prior to 12 May 2005, a certificate delivered to the Lenders, that may materially adversely affect the financial position or results of operations of PMI and its Subsidiaries taken as a whole. (g) It owns directly or indirectly 100% of the capital stock of each other Borrower. (h) None of the proceeds of any Advance will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other purpose that would constitute the Advances as a “purpose credit” within the meaning of Regulation U and, in each case, would constitute a violation of Regulation U.

Representations and Warranties of PMI. PMI represents and warrants as follows: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The execution, delivery and performance of this Agreement and the Notes to be delivered by it are within its corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) its charter or by-laws or (ii) in any material respect, any law, rule, regulation or order of any court or governmental agency or any contractual restriction binding on or affecting it. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Agreement or the Notes to be delivered by it. (d) This Agreement is, and each of the Notes to be delivered by it when delivered hereunder will be, a legal, valid and binding obligation of PMI enforceable against PMI in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) The As reported in PMI’s Annual Report on Form 10-K for the year ended 31 December 2019, the consolidated balance sheets of PMI and its Subsidiaries as of 31 December 2004 2019 and the consolidated statements of earnings of PMI and its Subsidiaries for the year then ended fairly present, in all material respects, the consolidated financial position of PMI and its Subsidiaries as at such date and the consolidated results of the operations of PMI and its Subsidiaries for the year ended on such date, all in accordance with accounting principles generally accepted in the United States. Except as disclosed in a certificate delivered PMI’s Annual Report on Form 10-K for the year ended 31 December 2019, and in any Current Report on Form 8-K filed subsequent to the Lenders31 December 2019, but prior to 10 February 2020, since 31 December 2004 2019 there has been no material adverse change in such position or operations. (f) There is no pending or threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator (a “Proceeding”), (i) that purports to affect the legality, validity or enforceability of this Agreement or (ii) except for Proceedings disclosed in the PMI’s Annual Report on Form 10-K filed by Altria Group, Inc. (“Altria”) for the year ended 31 December 2004, Quarterly Report on Form 10-Q filed by Altria for the quarter ended 31 March 20052019, any Current Report on Form 8-K filed by Altria subsequent to 31 December 2004 2019, but prior to 12 May 2005 10 February 2020 and, with respect to Proceedings commenced after the date of the most recent such document filing but prior to 12 May 200510 February 2020, a certificate delivered to the Lenders, that may materially adversely affect the financial position or results of operations of PMI and its Subsidiaries taken as a whole. (g) It owns directly or indirectly 100% of the capital stock of each other Borrower. (h) None of the proceeds of any Advance will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other purpose that would constitute the Advances as a “purpose credit” within the meaning of Regulation U and, in each case, would constitute a violation of Regulation U. (i) Neither PMI nor any Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at xxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at xxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/Pages/default.aspx, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither PMI nor any Borrower will use the proceeds of the Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. The use of the proceeds of the Advances will not violate Anti-Corruption Laws or applicable Sanctions.

Representations and Warranties of PMI. PMI represents and warrants as follows: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The execution, delivery and performance of this Agreement and the Notes to be delivered by it are within its corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) its charter or by-laws or (ii) in any material respect, any law, rule, regulation or order of any court or governmental agency or any contractual restriction binding on or affecting it. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Agreement or the Notes to be delivered by it. (d) This Agreement is, and each of the Notes to be delivered by it when delivered hereunder will be, a legal, valid and binding obligation of PMI enforceable against PMI in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) The As reported in PMI’s Annual Report on Form 10-K for the year ended 31 December 2020, the consolidated balance sheets of PMI and its Subsidiaries as of 31 December 2004 2020 and the consolidated statements of earnings of PMI and its Subsidiaries for the year then ended fairly present, in all material respects, the consolidated financial position of PMI and its Subsidiaries as at such date and the consolidated results of the operations of PMI and its Subsidiaries for the year ended on such date, all in accordance with accounting principles generally accepted in the United States. Except as disclosed in a certificate delivered PMI’s Annual Report on Form 10-K for the year ended 31 December 2020, Quarterly Reports on Form 10-Q for the quarters ended 31 March 2021 and 30 June 2021, and in any Current Report on Form 8-K filed subsequent to the Lenders31 December 2020, but prior to 29 September 2021, since 31 December 2004 2020 there has been no material adverse change in such position or operations. (f) There is no pending or threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator (a “Proceeding”), (i) that purports to affect the legality, validity or enforceability of this Agreement or (ii) except for Proceedings disclosed in the PMI’s Annual Report on Form 10-K filed by Altria Group, Inc. (“Altria”) for the year ended 31 December 20042020, Quarterly Report Reports on Form 10-Q filed by Altria for the quarter quarters ended 31 March 20052021 and 30 June 2021, any Current Report on Form 8-K filed by Altria subsequent to 31 December 2004 2020, but prior to 12 May 2005 29 September 2021 and, with respect to Proceedings commenced after the date of the most recent such document filing but prior to 12 May 200529 September 2021, a certificate delivered to the Lenders, that may materially adversely affect the financial position or results of operations of PMI and its Subsidiaries taken as a whole. (g) It owns directly or indirectly 100% of the capital stock of each other Borrower. (h) None of the proceeds of any Advance will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other purpose that would constitute the Advances as a “purpose credit” within the meaning of Regulation U and, in each case, would constitute a violation of Regulation U. (i) Neither PMI nor any Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at xxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at xxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/Pages/default.aspx, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither PMI nor any Borrower will use the proceeds of the Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. The use of the proceeds of the Advances will not violate Anti-Corruption Laws or applicable Sanctions.

Representations and Warranties of PMI. PMI represents and warrants as follows: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The execution, delivery and performance of this Agreement and the Notes to be delivered by it are within its corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) its charter or by-laws or (ii) in any material respect, any law, rule, regulation or order of any court or governmental agency or any contractual restriction binding on or affecting it. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Agreement or the Notes to be delivered by it. (d) This Agreement is, and each of the Notes to be delivered by it when delivered hereunder will be, a legal, valid and binding obligation of PMI enforceable against PMI in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) The consolidated balance sheets of PMI and its Subsidiaries as of 31 December 2004 2006 and the consolidated statements of earnings of PMI and its Subsidiaries for the year then ended fairly present, in all material respects, the consolidated financial position of PMI and its Subsidiaries as at such date and the consolidated results of the operations of PMI and its Subsidiaries for the year ended on such date, all in accordance with accounting principles generally accepted in the United States. Except as disclosed in a certificate delivered to the Lenders, since 31 December 2004 2006 there has been no material adverse change in such position or operations. (f) There is no pending or threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator (a “Proceeding”), (i) that purports to affect the legality, validity or enforceability of this Agreement or (ii) except for Proceedings disclosed in the Annual Report Registration Statement on Form 10-K 10 and any amendments thereto filed by Altria Group, Inc. (“Altria”) for PMI with the year ended 31 December 2004, Quarterly Report on Form 10-Q filed by Altria for the quarter ended 31 March 2005, any Current Report on Form 8-K filed by Altria subsequent to 31 December 2004 but U.S. Securities and Exchange Commission prior to 12 May 2005 4 December 2007 and, with respect to Proceedings commenced after the date of the most recent such document filing but prior to 12 May 20054 December 2007, a certificate delivered to the Lenders, that may materially adversely affect the financial position or results of operations of PMI and its Subsidiaries taken as a whole. (g) It owns directly or indirectly 100% of the capital stock of each other Borrower. (h) None of the proceeds of any Advance will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other purpose that would constitute the Advances as a “purpose credit” within the meaning of Regulation U and, in each case, would constitute a violation of Regulation U.

Representations and Warranties of PMI. PMI represents and warrants as follows: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The execution, delivery and performance of this Agreement and the Notes to be delivered by it are within its corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) its charter or by-laws or (ii) in any material respect, any law, rule, regulation or order of any court or governmental agency or any contractual restriction binding on or affecting it. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Agreement or the Notes to be delivered by it. (d) This Agreement is, and each of the Notes to be delivered by it when delivered hereunder will be, a legal, valid and binding obligation of PMI enforceable against PMI in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) The As reported in PMI’s Annual Report on Form 10-K for the year ended 31 December 2013, the consolidated balance sheets of PMI and its Subsidiaries as of 31 December 2004 2013 and the consolidated statements of earnings of PMI and its Subsidiaries for the year then ended fairly present, in all material respects, the consolidated financial position of PMI and its Subsidiaries as at such date and the consolidated results of the operations of PMI and its Subsidiaries for the year ended on such date, all in accordance with accounting principles generally accepted in the United States. Except as disclosed in a certificate delivered PMI’s Annual Report on Form 10-K for the year ended 31 December 2013, and in any Current Report on Form 8-K filed subsequent to the Lenders31 December 2013, but prior to 28 February 2014, since 31 December 2004 2013 there has been no material adverse change in such position or operations. (f) There is no pending or threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator (a “Proceeding”), (i) that purports to affect the legality, validity or enforceability of this Agreement or (ii) except for Proceedings disclosed in the PMI’s Annual Report on Form 10-K filed by Altria Group, Inc. (“Altria”) for the year ended 31 December 2004, Quarterly Report on Form 10-Q filed by Altria for the quarter ended 31 March 20052013, any Current Report on Form 8-K filed by Altria subsequent to 31 December 2004 2013, but prior to 12 May 2005 28 February 2014 and, with respect to Proceedings commenced after the date of the most recent such document filing but prior to 12 May 200528 February 2014, a certificate delivered to the Lenders, that may materially adversely affect the financial position or results of operations of PMI and its Subsidiaries taken as a whole. (g) It owns directly or indirectly 100% of the capital stock of each other Borrower. (h) None of the proceeds of any Advance will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other purpose that would constitute the Advances as a “purpose credit” within the meaning of Regulation U and, in each case, would constitute a violation of Regulation U. (i) Neither PMI nor any Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at xxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at xxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/Pages/default.aspx, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither PMI nor any Borrower will use the proceeds of the Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person.

Representations and Warranties of PMI. PMI represents and warrants as follows: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The execution, delivery and performance of this Agreement and the Notes to be delivered by it are within its corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) its charter or by-laws or (ii) in any material respect, any law, rule, regulation or order of any court or governmental agency or any contractual restriction binding on or affecting it. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Agreement or the Notes to be delivered by it. (d) This Agreement is, and each of the Notes to be delivered by it when delivered hereunder will be, a legal, valid and binding obligation of PMI enforceable against PMI in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) The As reported in PMI’s Form 8-K filed 7 February 2013, the consolidated balance sheets of PMI and its Subsidiaries as of 31 December 2004 2012 and the consolidated statements of earnings of PMI and its Subsidiaries for the year then ended fairly present, in all material respects, the consolidated financial position of PMI and its Subsidiaries as at such date and the consolidated results of the operations of PMI and its Subsidiaries for the year ended on such date, all in accordance with accounting principles generally accepted in the United States. Except as disclosed in a certificate delivered PMI’s Form 8-K filed 7 February 2013, and in any Current Report on Form 8-K filed subsequent to the Lenders31 December 2012, but prior to 12 February 2013, since 31 December 2004 2012 there has been no material adverse change in such position or operations. (f) There is no pending or threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator (a “Proceeding”), (i) that purports to affect the legality, validity or enforceability of this Agreement or (ii) except for Proceedings disclosed in the Annual Report on PMI’s Form 108-K filed by Altria Group, Inc. (“Altria”) for the year ended 31 December 2004, Quarterly Report on Form 10-Q filed by Altria for the quarter ended 31 March 20057 February 2013, any Current Report on Form 8-K filed by Altria subsequent to 31 December 2004 2012, but prior to 12 May 2005 February 2013 and, with respect to Proceedings commenced after the date of the most recent such document filing but prior to 12 May 2005February 2013, a certificate delivered to the Lenders, that may materially adversely affect the financial position or results of operations of PMI and its Subsidiaries taken as a whole. (g) It owns directly or indirectly 100% of the capital stock of each other Borrower. (h) None of the proceeds of any Advance will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other purpose that would constitute the Advances as a “purpose credit” within the meaning of Regulation U and, in each case, would constitute a violation of Regulation U. (i) Neither PMI nor any Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at xxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at xxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/Programs/Pages/Programs.aspx, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither PMI nor any Borrower will use the proceeds of the Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. The use of the proceeds of the Advances will not violate Anti-Corruption Laws or applicable Sanctions.

Representations and Warranties of PMI. PMI represents and warrants as follows: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The execution, delivery and performance of this Agreement and the Notes to be delivered by it are within its corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) its charter or by-laws or (ii) in any material respect, any law, rule, regulation or order of any court or governmental agency or any contractual restriction binding on or affecting it. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Agreement or the Notes to be delivered by it. (d) This Agreement is, and each of the Notes to be delivered by it when delivered hereunder will be, a legal, valid and binding obligation of PMI enforceable against PMI in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) The As reported in PMI’s Annual Report on Form 10-K for the year ended 31 December 2014, the consolidated balance sheets of PMI and its Subsidiaries as of 31 December 2004 2014 and the consolidated statements of earnings of PMI and its Subsidiaries for the year then ended fairly present, in all material respects, the consolidated financial position of PMI and its Subsidiaries as at such date and the consolidated results of the operations of PMI and its Subsidiaries for the year ended on such date, all in accordance with accounting principles generally accepted in the United States. Except as disclosed in a certificate delivered PMI’s Annual Report on Form 10-K for the year ended 31 December 2014, Quarterly Reports on Form 10-Q for the quarters ended 31 March 2015 and 30 June 2015 and in any Current Report on Form 8-K filed subsequent to the Lenders31 December 2014, but prior to 1 October 2015, since 31 December 2004 2014 there has been no material adverse change in such position or operations. (f) There is no pending or threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator (a “Proceeding”), (i) that purports to affect the legality, validity or enforceability of this Agreement or (ii) except for Proceedings disclosed in the PMI’s Annual Report on Form 10-K filed by Altria Group, Inc. (“Altria”) for the year ended 31 December 20042014, Quarterly Report Reports on Form 10-Q filed by Altria for the quarter quarters ended 31 March 20052015 and 30 June 2015, any Current Report on Form 8-K filed by Altria subsequent to 31 December 2004 2014, but prior to 12 May 2005 1 October 2015 and, with respect to Proceedings commenced after the date of the most recent such document filing but prior to 12 May 20051 October 2015, a certificate delivered to the Lenders, that may materially adversely affect the financial position or results of operations of PMI and its Subsidiaries taken as a whole. (g) It owns directly or indirectly 100% of the capital stock of each other Borrower. (h) None of the proceeds of any Advance will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other purpose that would constitute the Advances as a “purpose credit” within the meaning of Regulation U and, in each case, would constitute a violation of Regulation U. (i) Neither PMI nor any Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at xxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at xxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/Pages/default.aspx, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither PMI nor any Borrower will use the proceeds of the Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person. The use of the proceeds of the Advances will not violate Anti-Corruption Laws or applicable Sanctions.

Representations and Warranties of PMI. PMI represents and warrants as follows: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The execution, delivery and performance of this Agreement and the Notes to be delivered by it are within its corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) its charter or by-laws or (ii) in any material respect, any law, rule, regulation or order of any court or governmental agency or any contractual restriction binding on or affecting it. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Agreement or the Notes to be delivered by it. (d) This Agreement is, and each of the Notes to be delivered by it when delivered hereunder will be, a legal, valid and binding obligation of PMI enforceable against PMI in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) The As reported in PMI’s Annual Report on Form 10-K for the year ended 31 December 2010, the consolidated balance sheets of PMI and its Subsidiaries as of 31 December 2004 2010 and the consolidated statements of earnings of PMI and its Subsidiaries for the year then ended fairly present, in all material respects, the consolidated financial position of PMI and its Subsidiaries as at such date and the consolidated results of the operations of PMI and its Subsidiaries for the year ended on such date, all in accordance with accounting principles generally accepted in the United States. Except as disclosed in a certificate delivered PMI’s Annual Report on Form 10-K for the year ended 31 December 2010, Quarterly Reports on Form 10-Q for the quarters ended 31 March 2011 and 30 June 2011, and in any Current Report on Form 8-K filed subsequent to the Lenders31 December 2010, but prior to 25 October 2011, since 31 December 2004 2010 there has been no material adverse change in such position or operations. (f) There is no pending or threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator (a “Proceeding”), (i) that purports to affect the legality, validity or enforceability of this Agreement or (ii) except for Proceedings disclosed in the PMI’s Annual Report on Form 10-K filed by Altria Group, Inc. (“Altria”) for the year ended 31 December 20042010, Quarterly Report Reports on Form 10-Q filed by Altria for the quarter quarters ended 31 March 20052011 and 30 June 2011, any Current Report on Form 8-K filed by Altria subsequent to 31 December 2004 2010, but prior to 12 May 2005 25 October 2011 and, with respect to Proceedings commenced after the date of the most recent such document filing but prior to 12 May 200525 October 2011, a certificate delivered to the Lenders, that may materially adversely affect the financial position or results of operations of PMI and its Subsidiaries taken as a whole. (g) It owns directly or indirectly 100% of the capital stock of each other Borrower. (h) None of the proceeds of any Advance will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other purpose that would constitute the Advances as a “purpose credit” within the meaning of Regulation U and, in each case, would constitute a violation of Regulation U. (i) Neither PMI nor any Borrower (i) is a person named on the list of “Specially Designated Nationals” or “Blocked Persons” maintained by The Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC”) available at xxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/SDN-List/Pages/default.aspx, or as otherwise published from time to time; or (ii) is (x) an agency of the government of a country, (y) an organization controlled by a country, or (z) a person resident in a country that is subject to a sanctions program identified on the list maintained by the OFAC and available at xxxx://xxx.xxxxxxxx.xxx/resource-center/sanctions/Programs/Pages/Programs.aspx, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives more than 10% of its assets or operating income from investments in or transactions with any such country, agency, organization or person. Neither PMI nor any Borrower will use the proceeds of the Revolving Credit Advances to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person.

Representations and Warranties of PMI. PMI represents and warrants as follows: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The execution, delivery and performance of this Agreement and the Notes to be delivered by it are within its corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) its charter or by-laws or (ii) in any material respect, any law, rule, regulation or order of any court or governmental agency or any contractual restriction binding on or affecting it. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Agreement or the Notes to be delivered by it. (d) This Agreement is, and each of the Notes to be delivered by it when delivered hereunder will be, a legal, valid and binding obligation of PMI enforceable against PMI in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) The As reported in PMI’s Annual Report on Form 10-K for the year ended 31 December 2010, the consolidated balance sheets of PMI and its Subsidiaries as of 31 December 2004 2010 and the consolidated statements of earnings of PMI and its Subsidiaries for the year then ended fairly present, in all material respects, the consolidated financial position of PMI and its Subsidiaries as at such date and the consolidated results of the operations of PMI and its Subsidiaries for the year ended on such date, all in accordance with accounting principles generally accepted in the United States. Except as disclosed in a certificate delivered PMI’s Annual Report on Form 10-K for the year ended 31 December 2010, Quarterly Report on Form 10-Q for the quarter ended 31 March 2011, and in any Current Report on Form 8-K filed subsequent to the Lenders31 December 2010, but prior to 11 May 2011, since 31 December 2004 2010 there has been no material adverse change in such position or operations. (f) There is no pending or threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator (a “Proceeding”), (i) that purports to affect the legality, validity or enforceability of this Agreement or (ii) except for Proceedings disclosed in the PMI’s Annual Report on Form 10-K filed by Altria Group, Inc. (“Altria”) for the year ended 31 December 20042010, Quarterly Report on Form 10-Q filed by Altria for the quarter ended 31 March 20052011, any Current Report on Form 8-K filed by Altria subsequent to 31 December 2004 2010, but prior to 12 11 May 2005 2011 and, with respect to Proceedings commenced after the date of the most recent such document filing but prior to 12 11 May 20052011, a certificate delivered to the Lenders, that may materially adversely affect the financial position or results of operations of PMI and its Subsidiaries taken as a whole. (g) It owns directly or indirectly 100% of the capital stock of each other Borrower. (h) None of the proceeds of any Advance will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other purpose that would constitute the Advances as a “purpose credit” within the meaning of Regulation U and, in each case, would constitute a violation of Regulation U.

Representations and Warranties of PMI. PMI represents and warrants as follows: (a) It is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (b) The execution, delivery and performance of this Agreement and the Notes to be delivered by it are within its corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) its charter or by-laws or (ii) in any material respect, any law, rule, regulation or order of any court or governmental agency or any contractual restriction binding on or affecting it. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Agreement or the Notes to be delivered by it. (d) This Agreement is, and each of the Notes to be delivered by it when delivered hereunder will be, a legal, valid and binding obligation of PMI enforceable against PMI in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) The As reported in PMI’s Annual Report on Form 10-K for the year ended 31 December 2009, the consolidated balance sheets of PMI and its Subsidiaries as of 31 December 2004 2009 and the consolidated statements of earnings of PMI and its Subsidiaries for the year then ended fairly present, in all material respects, the consolidated financial position of PMI and its Subsidiaries as at such date and the consolidated results of the operations of PMI and its Subsidiaries for the year ended on such date, all in accordance with accounting principles generally accepted in the United States. Except as disclosed in a certificate delivered PMI’s Annual Report on Form 10-K for the year ended 31 December 2009 and in any Current Report on Form 8-K filed subsequent to the Lenders31 December 2009, but prior to 29 March 2010, since 31 December 2004 2009 there has been no material adverse change in such position or operations. (f) There is no pending or threatened action or proceeding affecting it or any of its Subsidiaries before any court, governmental agency or arbitrator (a “Proceeding”), (i) that purports to affect the legality, validity or enforceability of this Agreement or (ii) except for Proceedings disclosed in the PMI’s Annual Report on Form 10-K filed by Altria Group, Inc. (“Altria”) for the year ended 31 December 2004, Quarterly Report on Form 10-Q filed by Altria for the quarter ended 31 March 20052009, any Current Report on Form 8-K filed by Altria subsequent to 31 December 2004 2009, but prior to 12 May 2005 29 March 2010 and, with respect to Proceedings commenced after the date of the most recent such document filing but prior to 12 May 200529 March 2010, a certificate delivered to the Lenders, that may materially adversely affect the financial position or results of operations of PMI and its Subsidiaries taken as a whole. (g) It owns directly or indirectly 100% of the capital stock of each other Borrower. (h) None of the proceeds of any Advance will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other purpose that would constitute the Advances as a “purpose credit” within the meaning of Regulation U and, in each case, would constitute a violation of Regulation U.