Common use of Payments by Borrowers Clause in Contracts

Payments by Borrowers. (a) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent for the account of Lenders, at Agent’s address and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York, New York time) on the date specified herein. Any payment received by Agent later than 11:00 a.m. (New York, New York time) shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless Agent receives notice from Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers have not made such payment in full to Agent, each Lender shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid. (d) All payments of principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including all reimbursement for expenses pursuant to Paragraph 13.1, may, at the option of Agent, in its sole discretion, subject only to the terms of this subparagraph 2.10(d), be paid from the proceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Paragraph 2.2 or a deemed request as provided in this subparagraph 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Paragraph 13.1, and agrees that all such amounts charged shall constitute Revolving Loans (including Non-Ratable Loans and Agent Advances) and that all such Revolving Loans so made shall be deemed to have been requested by Borrowers pursuant to Paragraph 2.2.

Payments by Borrowers. (ai) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, (x) all payments by Borrowers relating to the Term Loan or Protective Advances (including, in each case, interests therein) or fees and expenses owing to Agent or any Term Loan Lender shall be made to Agent's Account and (y) all payments by Borrowers relating to Revolving Loans (including interests therein) or fees and expenses owing to Revolving Agent for the account of Lenders, at Agent’s address and or any Revolving Lender shall be made to Revolving Agent’s Account, and, in Dollars and each case, shall be made in immediately available funds, no later than 11:00 a.m. (New York, New York time) 1:30 p.m. on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account (as defined in the Guaranty and Security Agreement) shall be deemed not to be received by Agent or Revolving Agent, as applicable, on any Business Day unless immediately available funds have been credited to Agent's Account or Revolving Agent’s Account, as applicable, prior to 1:30 p.m. on such Business Day. Any payment received by Agent or Revolving Agent, as applicable, in immediately available funds in Agent's Account or Revolving Agent’s Account, as applicable, later than 11:00 a.m. (New York, New York time) shall 1:30 p.m. may be deemed to have been received (unless Agent or Revolving Agent, as applicable, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrueaccrue until such following Business Day. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (cii) Unless Agent or Revolving Agent, as applicable, receives written notice from Borrower Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent or Revolving Agent, as applicable, may assume that Borrowers have made (or will make) such payment in full to Agent or Revolving Agent, as applicable, on such date in immediately available funds and Agent or Revolving Agent, as applicable, may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers have do not made make such payment in full to Agent or Revolving Agent, as applicable, on the date when due, each Lender severally shall repay to Agent or Revolving Agent, as applicable, on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (d) All payments of principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including all reimbursement for expenses pursuant to Paragraph 13.1, may, at the option of Agent, in its sole discretion, subject only to the terms of this subparagraph 2.10(d), be paid from the proceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Paragraph 2.2 or a deemed request as provided in this subparagraph 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Paragraph 13.1, and agrees that all such amounts charged shall constitute Revolving Loans (including Non-Ratable Loans and Agent Advances) and that all such Revolving Loans so made shall be deemed to have been requested by Borrowers pursuant to Paragraph 2.2.

Payments by Borrowers. (ai) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments to be made by Borrowers any Borrower shall be made to Agent the applicable Agent’s Account for the account of Lenders, at Agent’s address the Lender Group and shall be made in Dollars and in immediately available funds, funds no later than 11:00 a.m. (New York, New York time) 1:30 p.m. on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to the applicable Agent’s Account prior to 1:30 p.m. on such Business Day. Any payment received by Agent in immediately available funds in Agent’s Account later than 11:00 a.m. (New York, New York time) 1:30 p.m. shall be deemed to have been received on the following Business Day (unless Agent, in its sole discretion, elects to credit it on the date received) and any applicable interest or fee shall continue to accrueaccrue until such following Business Day. Unless otherwise agreed by Agent and Borrowers, all payments to be made by a Borrower other than Vector Tobacco shall be made to the designated Agent’s Account for ▇▇▇▇▇▇▇, and all payments to be made by Vector Tobacco shall be made to the designated Agent’s Account for Vector Tobacco. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (cii) Unless Agent receives notice from a Borrower prior to the date on which any payment is due to the Lenders that Borrowers such Borrower will not make such payment in full as and when required, Agent may assume that Borrowers have the relevant Borrower has made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due to such Lender. If and to the extent Borrowers have any Borrower does not made make such payment in full to AgentAgent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to 13 such Lender, together with interest thereon at the Federal Funds Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (d) All payments of principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including all reimbursement for expenses pursuant to Paragraph 13.1, may, at the option of Agent, in its sole discretion, subject only to the terms of this subparagraph 2.10(d), be paid from the proceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Paragraph 2.2 or a deemed request as provided in this subparagraph 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Paragraph 13.1, and agrees that all such amounts charged shall constitute Revolving Loans (including Non-Ratable Loans and Agent Advances) and that all such Revolving Loans so made shall be deemed to have been requested by Borrowers pursuant to Paragraph 2.2.

Payments by Borrowers. (ai) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent Agent’s Account for the account of Lenders, at Agent’s address the Lender Group and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York, New York time) 4:30 p.m. on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account (as defined the Guaranty and Security Agreement) shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to Agent’s Account prior to 4:30 p.m. on such Business Day. Any payment received by Agent in immediately available funds in Agent’s Account later than 11:00 a.m. (New York, New York time) 4:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrueaccrue until such following Business Day. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (cii) Unless Agent receives notice from Borrower Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in -82- ​ ​ ​ immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers have do not made make such payment in full to AgentAgent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (d) All payments of principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including all reimbursement for expenses pursuant to Paragraph 13.1, may, at the option of Agent, in its sole discretion, subject only to the terms of this subparagraph 2.10(d), be paid from the proceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Paragraph 2.2 or a deemed request as provided in this subparagraph 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Paragraph 13.1, and agrees that all such amounts charged shall constitute Revolving Loans (including Non-Ratable Loans and Agent Advances) and that all such Revolving Loans so made shall be deemed to have been requested by Borrowers pursuant to Paragraph 2.2.

Payments by Borrowers. (ai) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent Agent's Account or Revolving Agent’s Account, as applicable, for the account of Lenders, at Agent’s address the Lender Group and shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York, New York time) 1:30 p.m. on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account (as defined in the Guaranty and Security Agreement) shall be deemed not to be received by Agent or Revolving Agent, as applicable, on any Business Day unless immediately available funds have been credited to Agent's Account or Revolving Agent’s Account, as applicable, prior to 1:30 p.m. on such Business Day. Any payment received by Agent or Revolving Agent, as applicable, in immediately available funds in Agent's Account or Revolving Agent’s Account, as applicable, later than 11:00 a.m. (New York, New York time) shall 1:30 p.m. may be deemed to have been received (unless Agent or Revolving Agent, as applicable, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrueaccrue until such following Business Day. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (cii) Unless Agent or Revolving Agent, as applicable, receives written notice from Borrower Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent or Revolving Agent, as applicable, may assume that Borrowers have made (or will make) such payment in full to Agent or Revolving Agent, as applicable, on such date in immediately available funds and Agent or Revolving Agent, as applicable, may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers have do not made make such payment in full to Agent or Revolving Agent, as applicable, on the date when due, each Lender severally shall repay to Agent or Revolving Agent, as applicable, on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (d) All payments of principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including all reimbursement for expenses pursuant to Paragraph 13.1, may, at the option of Agent, in its sole discretion, subject only to the terms of this subparagraph 2.10(d), be paid from the proceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Paragraph 2.2 or a deemed request as provided in this subparagraph 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Paragraph 13.1, and agrees that all such amounts charged shall constitute Revolving Loans (including Non-Ratable Loans and Agent Advances) and that all such Revolving Loans so made shall be deemed to have been requested by Borrowers pursuant to Paragraph 2.2.

Payments by Borrowers. (ai) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent the applicable Agent’s Account for the account of Lenders, at Agent’s address the Lender Group and shall be made in Dollars and in immediately available fundsfunds in Dollars; provided, that all principal and interest payments made on account of Revolving Loans or Letters of Credit denominated in an Alternative Currency shall instead be made in such Alternative Currency, no later than 11:00 a.m. 2:00 p.m. (New Yorkand in the case of any payments in an Alternative Currency, New York London time) on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Blocked Account shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to the applicable Agent’s Account prior to 2:00 p.m. (and in the case of any payments in an Alternative Currency, London time) on such Business Day. Any payment received by Agent in immediately available funds in any Agent’s Account later than 11:00 a.m. 2:00 p.m. (New Yorkand in the case of any payments in an Alternative Currency, New York London time) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrueaccrue until such following Business Day. All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (cii) Unless Agent receives notice from Borrower Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers have do not made make such payment in full to AgentAgent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (d) All payments of principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including all reimbursement for expenses pursuant to Paragraph 13.1, may, at the option of Agent, in its sole discretion, subject only to the terms of this subparagraph 2.10(d), be paid from the proceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Paragraph 2.2 or a deemed request as provided in this subparagraph 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Paragraph 13.1, and agrees that all such amounts charged shall constitute Revolving Loans (including Non-Ratable Loans and Agent Advances) and that all such Revolving Loans so made shall be deemed to have been requested by Borrowers pursuant to Paragraph 2.2.

Payments by Borrowers. (ai) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent Agent's Applicable Account for the account of Lenders, at Agent’s address the Lender Group and shall be made in Dollars and in immediately available fundsfunds in the Applicable Currency, no later than 11:00 a.m. (New York, New York time) 1:30 p.m. on the date specified hereinherein provided that, for the avoidance of doubt, any payments deposited into a Controlled Account shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to Agent's Applicable Account prior to 1:30 p.m. on such Business Day. Any payment received by Agent in immediately available funds in Agent's Account later than 11:00 a.m. (New York, New York time) 1:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, accrue until such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.. ​ (cii) Unless Agent receives notice from Borrower Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers have do not made make such payment in full to AgentAgent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (d) All payments of principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including all reimbursement for expenses pursuant to Paragraph 13.1, may, at the option of Agent, in its sole discretion, subject only to the terms of this subparagraph 2.10(d), be paid from the proceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Paragraph 2.2 or a deemed request as provided in this subparagraph 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Paragraph 13.1, and agrees that all such amounts charged shall constitute Revolving Loans (including Non-Ratable Loans and Agent Advances) and that all such Revolving Loans so made shall be deemed to have been requested by Borrowers pursuant to Paragraph 2.2.

Payments by Borrowers. (ai) All payments to be made by Borrowers shall be made without set-off, recoupment recoupment, deduction, or counterclaim. Except , except as otherwise expressly provided herein, all required by law. All payments by Borrowers shall be made to Agent for the account of Lendersthe Issuing Bank, Lenders or Agent, as the case may be, at Agent’s address set forth in Section 12, and shall be made in Dollars and in immediately available funds, . All payments shall be made no later than 11:00 a.m. 1:00 p.m. (New York, New York Boston time) on the date specified hereinherein (except for reimbursement of drawings, which shall be made in accordance with the time periods set forth in Section 2.2). Any payment (other than a reimbursement of a drawing made in accordance with Section 2.2) that is received by Agent later than 11:00 a.m. 1:00 p.m. (New YorkBoston time), New York time) at the option of Agent, shall be deemed to have been received on the following Business Day and any applicable interest or fee shall continue to accrueaccrue until such following Business Day. (bii) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (ciii) Unless Agent receives notice from Borrower Borrowers prior to the date on which any payment is due to the Issuing Bank, Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers have not made such payment in full to Agent, each Lender shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Reference Rate for each day from the date such amount is distributed to such Lender until the date repaid. (d) All payments of principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including all reimbursement for expenses pursuant to Paragraph 13.1, may, at the option of Agent, in its sole discretion, subject only to the terms of this subparagraph 2.10(d), be paid from the proceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Paragraph 2.2 or a deemed request as provided in this subparagraph 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Paragraph 13.1, and agrees that all such amounts charged shall constitute Revolving Loans (including Non-Ratable Loans and Agent Advances) and that all such Revolving Loans so made shall be deemed to have been requested by Borrowers pursuant to Paragraph 2.2.

Payments by Borrowers. (ai) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent Agent’s Account for the account of Lenders, at Agent’s address the Lender Group and shall be made in Dollars and in immediately available funds, without set off or counterclaim, no later than 11:00 a.m. (New York, New York time) 2:001:30 p.m. on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to Agent’s Account prior to 2:001:30 p.m. on such Business Day. Any payment received by Agent in immediately available funds in Agent’s Account later than 11:00 a.m. (New York, New York time) 2:001:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrueaccrue until such following Business Day. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (cii) Unless Agent receives notice from Borrower Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers have do not made make such payment in full to AgentAgent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (d) All payments of principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including all reimbursement for expenses pursuant to Paragraph 13.1, may, at the option of Agent, in its sole discretion, subject only to the terms of this subparagraph 2.10(d), be paid from the proceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Paragraph 2.2 or a deemed request as provided in this subparagraph 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Paragraph 13.1, and agrees that all such amounts charged shall constitute Revolving Loans (including Non-Ratable Loans and Agent Advances) and that all such Revolving Loans so made shall be deemed to have been requested by Borrowers pursuant to Paragraph 2.2.

Payments by Borrowers. (ai) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments to be made by Borrowers any Borrower shall be made to Agent the applicable Agent’s Account for the account of Lenders, at Agent’s address the Lender Group and shall be made in Dollars and in immediately available funds, funds no later than 11:00 a.m. (New York, New York time) 1:30 p.m. on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to the applicable Agent’s Account prior to 1:30 p.m. on such Business Day. Any payment received by Agent in immediately available funds in Agent’s Account later than 11:00 a.m. (New York, New York time) 1:30 p.m. shall be deemed to have been received on the following Business Day (unless Agent, in its sole discretion, elects to credit it on the date received) and any applicable interest or fee shall continue to accrueaccrue until such following Business Day. Unless otherwise agreed by Agent and Borrowers, all payments to be made by a Borrower other than Vector Tobacco shall be made to the designated Agent’s Account for ▇▇▇▇▇▇▇, and all payments to be made by Vector Tobacco shall be made to the designated Agent’s Account for Vector Tobacco. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (cii) Unless Agent receives notice from a Borrower prior to the date on which any payment is due to the Lenders that Borrowers such Borrower will not make such payment in full as and when required, Agent may assume that Borrowers have the relevant Borrower has made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due to such Lender. If and to the extent Borrowers have any Borrower does not made make such payment in full to AgentAgent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (d) All payments of principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including all reimbursement for expenses pursuant to Paragraph 13.1, may, at the option of Agent, in its sole discretion, subject only to the terms of this subparagraph 2.10(d), be paid from the proceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Paragraph 2.2 or a deemed request as provided in this subparagraph 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Paragraph 13.1, and agrees that all such amounts charged shall constitute Revolving Loans (including Non-Ratable Loans and Agent Advances) and that all such Revolving Loans so made shall be deemed to have been requested by Borrowers pursuant to Paragraph 2.2.

Payments by Borrowers. (ai) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, (x) all payments by Borrowers relating to the Term Loan or Protective Advances (including, in each case, interests therein) or fees and expenses owing to Agent or any Term Loan Lender shall be made to Agent’s Account ▇▇▇▇▇ (y) all payments by Borrowers relating to Revolving Loans (including interests therein) or fees and expenses owing to Revolving Agent or any Revolving Lender shall be made to Revolving Agent’s Account, as applicable, for the account of Lendersthe Lender Group andand, at Agent’s address and in each case, shall be made in Dollars and in immediately available funds, no later than 11:00 a.m. (New York, New York time) 1:30 p.m. on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account (as defined in the Guaranty and Security Agreement) shall be deemed not to be received by Agent or Revolving Agent, as applicable, on any Business Day unless immediately available funds have been credited to Agent’s Account or Revolving Agent’s Account, as applicable, prior to 1:30 p.m. on such Business Day. Any payment received by Agent or Revolving Agent, as applicable, in immediately available funds in Agent’s Account or Revolving Agent’s Account, as applicable, later than 11:00 a.m. (New York, New York time) shall 1:30 p.m. may be deemed to have been received (unless Agent or Revolving Agent, as applicable, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrueaccrue until such following Business Day. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (cii) Unless Agent or Revolving Agent, as applicable, receives written notice from Borrower Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent or Revolving Agent, as applicable, may assume that Borrowers have made (or will make) such payment in full to Agent or Revolving Agent, as applicable, on such date in immediately available funds and Agent or Revolving Agent, as applicable, may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers have do not made make such payment in full to Agent or Revolving Agent, as applicable, on the date when due, each Lender severally shall repay to Agent or Revolving Agent, as applicable, on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (d) All payments of principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including all reimbursement for expenses pursuant to Paragraph 13.1, may, at the option of Agent, in its sole discretion, subject only to the terms of this subparagraph 2.10(d), be paid from the proceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Paragraph 2.2 or a deemed request as provided in this subparagraph 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Paragraph 13.1, and agrees that all such amounts charged shall constitute Revolving Loans (including Non-Ratable Loans and Agent Advances) and that all such Revolving Loans so made shall be deemed to have been requested by Borrowers pursuant to Paragraph 2.2.