Common use of Borrower’s irrevocable payment instructions Clause in Contracts

Borrower’s irrevocable payment instructions. The Lenders shall not be obliged to fulfil their obligation to make the Loan available other than by paying the Builder the Total Financed Contract Price (or (as the context may require) the amount thereof drawn down) on behalf of and in the name of the Borrower and by reimbursing the Agent for the related Coface Premium. The Borrower hereby instructs the Lenders in accordance with this Clause 3.2: 3.2.1 to pay to the Builder: (a) the amount in euro remaining due under the Building Contract up to an amount equal to the lesser of five hundred and eighty eight million euro (EUR588,000,000) and eighty per cent. (80%) of the Contract Price of the Vessel prior to any Change Order; and (b) subject to Clause 2.2, the amount in euro up to the lesser of fifty eight million eight hundred thousand euro (EUR58,800,000) and eighty per cent. (80%) of the Change Order Amount capped at [*] of the Financed Contract Price; and 3.2.2 to reimburse the Agent, by drawing under the Loan, the related Coface Premium. The payment instruction contained in this Clause 3.2 is irrevocable. Subject to Clause 3.1, payment will be made to the Builder by a single advance in euro on the Delivery Date of the Vessel during usual banking hours in the French Republic to the Builder’s account as specified by the Builder in accordance with the Building Contract after receipt and verification by the Agent of the documents provided under Appendix I. Verification of the documents provided under Appendix I shall be limited to checking their apparent compliance as defined in the Uniform Customs and Practices for Documentary Credits - ICC Publication 500 (UCP 500 latest revision). The Borrower expressly acknowledges that the payment terms set out in this Clause may only be modified with the agreement of the Builder, the Agent, the Lenders and the Borrower in the case of Clause 3.2.1 and with the agreement of the Agent, the Lenders and the Borrower in the case of Clause 3.2.2. Drawing may not be made under this Agreement (and the Loan shall not be available) after the earlier of the Delivery Date and the Availability Termination Date. However, the Lenders will use their best efforts to agree to a postponement of the Availability Termination Date upon application by the Borrower accompanied by an explanation in reasonable detail of the reason for the delay in the Intended Delivery Date beyond the Availability Termination Date. The Borrower acknowledges that any such postponement is subject to the prior written approval of Coface.

Borrower’s irrevocable payment instructions. The Lenders shall not be obliged to fulfil their obligation to make the Loan available other than by paying the Builder the Total Financed Contract Price (or (as the context may require) the amount thereof drawn downrequested to be paid) on behalf of and in the name of the Borrower and by reimbursing the Agent for the related Coface Premium. The Each of the Lenders and the Borrower hereby instructs the Lenders Agent in accordance with this Clause 3.23.3: 3.2.1 3.3.1 to pay to the Builder: (a) the amount in euro remaining due under the Building Contract up to an amount equal to the lesser of five hundred and eighty eight million euro (EUR588,000,000) and eighty per cent. (80%) of the Contract Price of the Vessel prior to any Change Order; and (b) subject to Clause 2.2, the amount in euro up to the lesser of fifty eight million eight hundred thousand euro (EUR58,800,000) and eighty per cent. (80%) of the Change Order Amount capped at [*] ten per cent. (10%) of the Financed Contract Price, in each case from the sum referred to in Clause 3.2.4; and 3.2.2 3.3.2 to reimburse the AgentAgent in Dollars, by drawing under the Loan, the related Coface Premium. The payment instruction contained in this Clause 3.2 3.3 is irrevocable. Subject to Clause 3.1, payment will be made to the Builder by a single advance in euro on the Delivery Date of the Vessel during usual banking hours in the French Republic to the Builder’s account as specified by the Builder in accordance with the Building Contract after receipt and verification by the Agent of the documents provided under Appendix I. Verification of the documents provided under Appendix I shall be limited to checking their apparent compliance as defined in the Uniform Customs and Practices for Documentary Credits - ICC Publication 500 600 (UCP 500 600 latest revision). The Borrower expressly acknowledges that the payment terms set out in this Clause may only be modified with the agreement of the Builder, the Agent, the Lenders and the Borrower in the case of Clause 3.2.1 3.3.1 and with the agreement of the Agent, the Lenders and the Borrower in the case of Clause 3.2.23.3.2. Drawing may not be made under this Agreement (and the Loan shall not be available) after the earlier of the Delivery Date and the Availability Termination Date. However, the Lenders will use their best efforts to agree to a postponement of the Availability Termination Date upon application by the Borrower accompanied by an explanation in reasonable detail of the reason for the delay in the Intended Delivery Date beyond the Availability Termination Date. The Borrower acknowledges that any such postponement is subject to the prior written approval of Coface.

Borrower’s irrevocable payment instructions. The Lenders shall not be obliged to fulfil their obligation to make the Loan available other than by paying the Builder the Total Financed Contract Price (or (as the context may require) the amount thereof drawn down) on behalf of and in the name of the Borrower and by reimbursing the Agent for the related Coface Premium. The Borrower hereby instructs the Lenders in accordance with this Clause 3.2: 3.2.1 to pay to the Builder: (a) the amount in euro remaining due under the Building Contract up to an amount equal to the lesser of five hundred and eighty eight million euro (EUR588,000,000) and eighty per cent. (80%) of the Contract Price of the Vessel prior to any Change Order; and (b) subject to Clause 2.2, the amount in euro up to the lesser of fifty eight million eight hundred thousand euro (EUR58,800,000) and eighty per cent. (80%) of the Change Order Amount capped at [**] per cent. [**] of the Financed Contract Price; and 3.2.2 to reimburse the Agent, by drawing under the Loan, the related Coface Premium. The payment instruction contained in this Clause 3.2 is irrevocable. Subject to Clause 3.1, payment will be made to the Builder by a single advance in euro on the Delivery Date of the Vessel during usual banking hours in the French Republic to the Builder’s account as specified by the Builder in accordance with the Building Contract after receipt and verification by the Agent of the documents provided under Appendix I. Verification of the documents provided under Appendix I shall be limited to checking their apparent compliance as defined in the Uniform Customs and Practices for Documentary Credits - — ICC Publication 500 (UCP 500 latest revision). The Loan shall be converted from euro into Dollars on, and with effect from, the Drawdown Date at the official daily fixing rate (EUR/USD) of the European Central Bank quoted on Reuters’ page ECB37 at 11.00 a.m. Paris time two (2) Business Days prior to the Drawdown Date. Subject to Coface approval, the Lenders agree to use an alternative conversion rate based on foreign exchange hedging transactions arranged by the Borrower provided that, by the date falling sixty (60) days before the Intended Delivery Date, the Borrower and the Lenders shall have agreed the hedging arrangements made, the applicable blended conversion rate and the mechanical terms upon which the proceeds of such hedging arrangements will be made available to the Lenders. The Borrower shall procure delivery to the Agent of confirmations of all hedging transactions as soon as reasonably practicable after such transactions have been executed. The Borrower expressly acknowledges that the payment terms set out in this Clause may only be modified with the agreement of the Builder, the Agent, the Lenders and the Borrower in the case of Clause 3.2.1 and with the agreement of the Agent, the Lenders and the Borrower in the case of Clause 3.2.2. Drawing may not be made under this Agreement (and the Loan shall not be available) after the earlier of the Delivery Date and the Availability Termination Date. However, the Lenders will use their best efforts to agree to a postponement of the Availability Termination Date upon application by the Borrower accompanied by an explanation in reasonable detail of the reason for the delay in the Intended Delivery Date beyond the Availability Termination Date. The Borrower acknowledges that any such postponement is subject to the prior written approval of Coface.

Borrower’s irrevocable payment instructions. The Lenders shall not be obliged to fulfil their obligation to make the Loan available other than by paying the Builder the Total Financed Contract Price (or (as the context may require) the amount thereof drawn down) on behalf of and in the name of the Borrower and by reimbursing the Agent for the related Coface Premium. The Borrower hereby instructs the Lenders in accordance with this Clause 3.2: 3.2.1 to pay to the Builder: (a) the amount in euro remaining due under the Building Contract up to an amount equal to the lesser of five hundred and eighty eight million euro (EUR588,000,000) and eighty per cent. (80%) of the Contract Price of the Vessel prior to any Change Order; and (b) subject to Clause 2.2, the amount in euro up to the lesser of fifty eight million eight hundred thousand euro (EUR58,800,000) and eighty per cent. (80%) of the Change Order Amount capped at [**] per cent. [**] of the Financed Contract Price; and 3.2.2 to reimburse the Agent, by drawing under the Loan, the related Coface Premium. The payment instruction contained in this Clause 3.2 is irrevocable. Subject to Clause 3.1, payment will be made to the Builder by a single advance in euro on the Delivery Date of the Vessel during usual banking hours in the French Republic to the Builder’s account as specified by the Builder in accordance with the Building Contract after receipt and verification by the Agent of the documents provided under Appendix I. Verification of the documents provided under Appendix I shall be limited to checking their apparent compliance as defined in the Uniform Customs and Practices for Documentary Credits - — ICC Publication 500 (UCP 500 latest revision). The Borrower expressly acknowledges that the payment terms set out in this Clause may only be modified with the agreement of the Builder, the Agent, the Lenders and the Borrower in the case of Clause 3.2.1 and with the agreement of the Agent, the Lenders and the Borrower in the case of Clause 3.2.2. Drawing may not be made under this Agreement (and the Loan shall not be available) after the earlier of the Delivery Date and the Availability Termination Date. However, the Lenders will use their best efforts to agree to a postponement of the Availability Termination Date upon application by the Borrower accompanied by an explanation in reasonable detail of the reason for the delay in the Intended Delivery Date beyond the Availability Termination Date. The Borrower acknowledges that any such postponement is subject to the prior written approval of Coface.

Borrower’s irrevocable payment instructions. The Lenders shall not be obliged to fulfil their obligation to make the Loan available other than by paying the Builder the Total Financed Contract Price (or (as the context may require) the amount thereof drawn down) on behalf of and in the name of the Borrower and by reimbursing the Agent for the related Coface Premium. The Borrower hereby instructs the Lenders in accordance with this Clause 3.2: 3.2.1 to pay to the Builder: (a) the amount in euro remaining due under the Building Contract up to an amount equal to the lesser of five hundred and eighty eight million euro (EUR588,000,000) and eighty per cent. (80%) of the Contract Price of the Vessel prior to any Change Order; and (b) subject to Clause 2.2, the amount in euro up to the lesser of fifty eight million eight hundred thousand euro (EUR58,800,000) and eighty per cent. (80%) of the Change Order Amount capped at [**] [Confidential Treatment] per cent [**] [Confidential Treatment] of the Financed Contract Price; and 3.2.2 to reimburse the Agent, by drawing under the Loan, the related Coface Premium. The payment instruction contained in this Clause 3.2 is irrevocable. Subject to Clause 3.1, payment will be made to the Builder by a single advance in euro on the Delivery Date of the Vessel during usual banking hours in the French Republic to the Builder’s account as specified by the Builder in accordance with the Building Contract after receipt and verification by the Agent of the documents provided under Appendix I. Verification of the documents provided under Appendix I shall be limited to checking their apparent compliance as defined in the Uniform Customs and Practices for Documentary Credits - — ICC Publication 500 (UCP 500 latest revision). The Borrower expressly acknowledges that Loan shall be converted from euro into Dollars on, and with effect from, the payment terms set out in this Clause may only be modified with Drawdown Date at the agreement official daily fixing rate (EUR/USD) of the Builder, European Central Bank quoted on Reuters’ page ECB37 at 11.00 a.m. Paris time two (2) Business Days prior to the AgentDrawdown Date. Subject to Coface approval, the Lenders and the Borrower in the case of Clause 3.2.1 and with the agreement of the Agent, the Lenders and the Borrower in the case of Clause 3.2.2. Drawing may not be made under this Agreement (and the Loan shall not be available) after the earlier of the Delivery Date and the Availability Termination Date. However, the Lenders will use their best efforts to agree to a postponement of the Availability Termination Date upon application use an alternative conversion rate based on foreign exchange hedging transactions arranged by the Borrower accompanied provided that, by an explanation in reasonable detail of the reason for the delay in date falling sixty (60) days before the Intended Delivery Date beyond Date, the Availability Termination DateBorrower and the Lenders shall have agreed the hedging arrangements made, the applicable blended conversion rate and the mechanical terms upon which the proceeds of such hedging arrangements will be made available to the Lenders. The Borrower acknowledges that any such postponement is subject shall procure delivery to the prior written approval Agent of Cofaceconfirmations of all hedging transactions as soon as reasonably practicable after such transactions have been executed.

Borrower’s irrevocable payment instructions. The Lenders shall not be obliged to fulfil their obligation to make the Loan available other than by paying the Builder the Total Financed Contract Price (or (as the context may require) the amount thereof drawn down) on behalf of and in the name of the Borrower and by reimbursing the Agent for the related Coface Premium. The Borrower hereby instructs the Lenders in accordance with this Clause 3.2: 3.2.1 to pay to the Builder: (a) the amount in euro remaining due under the Building Contract up to an amount equal to the lesser of five hundred and eighty eight million euro (EUR588,000,000) and eighty per cent. (80%) of the Contract Price of the Vessel prior to any Change Order; and (b) subject to Clause 2.2, the amount in euro up to the lesser of fifty eight million eight hundred thousand euro (EUR58,800,000) and eighty per cent. (80%) of the Change Order Amount capped at [****][Confidential Treatment] per cent. [****][Confidential Treatment] of the Financed Contract Price; and 3.2.2 to reimburse the Agent, by drawing under the Loan, the related Coface Premium. The payment instruction contained in this Clause 3.2 is irrevocable. Subject to Clause 3.1, payment will be made to the Builder by a single advance in euro on the Delivery Date of the Vessel during usual banking hours in the French Republic to the Builder’s account as specified by the Builder in accordance with the Building Contract after receipt and verification by the Agent of the documents provided under Appendix I. Verification of the documents provided under Appendix I shall be limited to checking their apparent compliance as defined in the Uniform Customs and Practices for Documentary Credits - — ICC Publication 500 (UCP 500 latest revision). The Borrower expressly acknowledges that the payment terms set out in this Clause may only be modified with the agreement of the Builder, the Agent, the Lenders and the Borrower in the case of Clause 3.2.1 and with the agreement of the Agent, the Lenders and the Borrower in the case of Clause 3.2.2. Drawing may not be made under this Agreement (and the Loan shall not be available) after the earlier of the Delivery Date and the Availability Termination Date. However, the Lenders will use their best efforts to agree to a postponement of the Availability Termination Date upon application by the Borrower accompanied by an explanation in reasonable detail of the reason for the delay in the Intended Delivery Date beyond the Availability Termination Date. The Borrower acknowledges that any such postponement is subject to the prior written approval of Coface.

Borrower’s irrevocable payment instructions. The Lenders shall not be obliged to fulfil their obligation to make the Loan available other than by paying the Builder the Total Financed Contract Price (or (as the context may require) the amount thereof drawn downrequested to be paid) on behalf of and in the name of the Borrower and by reimbursing the Agent for the related Coface Premium. The Each of the Lenders and the Borrower hereby instructs the Lenders Agent in accordance with this Clause 3.23.3: 3.2.1 3.3.1 to pay to the Builder: (a) the amount in euro remaining due under the Building Contract up to an amount equal to the lesser of five hundred and eighty eight million euro (EUR588,000,000) and eighty per cent. (80%) of the Contract Price of the Vessel prior to any Change Order; and (b) subject to Clause 2.2, the amount in euro up to the lesser of fifty eight million eight hundred thousand euro (EUR58,800,000) and eighty per cent. (80%) of the Change Order Amount capped at [**] of the Financed Contract Price, in each case from the sum referred to in Clause 3.2.4; and 3.2.2 3.3.2 to reimburse the AgentAgent in Dollars, by drawing under the Loan, the related Coface Premium. The payment instruction contained in this Clause 3.2 3.3 is irrevocable. Subject to Clause 3.1, payment will be made to the Builder by a single advance in euro on the Delivery Date of the Vessel during usual banking hours in the French Republic to the Builder’s account as specified by the Builder in accordance with the Building Contract after receipt and verification by the Agent of the documents provided under Appendix I. Verification of the documents provided under Appendix I shall be limited to checking their apparent compliance as defined in the Uniform Customs and Practices for Documentary Credits - ICC Publication 500 600 (UCP 500 600 latest revision). The Borrower expressly acknowledges that the payment terms set out in this Clause may only be modified with the agreement of the Builder, the Agent, the Lenders and the Borrower in the case of Clause 3.2.1 3.3.1 and with the agreement of the Agent, the Lenders and the Borrower in the case of Clause 3.2.23.3.2. Drawing may not be made under this Agreement (and the Loan shall not be available) after the earlier of the Delivery Date and the Availability Termination Date. However, the Lenders will use their best efforts to agree to a postponement of the Availability Termination Date upon application by the Borrower accompanied by an explanation in reasonable detail of the reason for the delay in the Intended Delivery Date beyond the Availability Termination Date. The Borrower acknowledges that any such postponement is subject to the prior written approval of Coface.