Common use of Retention Account Clause in Contracts

Retention Account. (a) The Borrower shall not withdraw amounts standing to the credit of the Retention Account except as permitted by paragraph (b) below. The Borrower may withdraw amounts from the Retention Account by providing the Facility Agent with a Facility Agent Withdrawal Request signed by the Borrower no later than four (4) Business Days prior to the relevant payment date and the Facility Agent shall, provided that such Facility Agent Withdrawal Request is in compliance with this clause 28.9 or appears to it to be so in compliance, deliver to the relevant Account Bank the countersigned Facility Agent Withdrawal Request no later than two (2) Business Day before the relevant payment date. (b) The Borrower shall apply amounts standing to the credit of the Retention Account in the following order of priority: (i) firstly, on each Interest Payment Date, in payment in dollars, on a pari passu basis, to: (A) the Lenders pro rata of all amounts in respect of interest (including any default interest) then due (or overdue) on that Interest Payment Date and payable under the Finance Documents; (B) the Hedging Banks pro rata of all amounts (other than any swap termination sums / close-out payments under the Hedging Contracts) (if any) then due and payable to the Hedging Banks under the Hedging Contracts in respect of the period ending on that Interest Payment Date; (ii) secondly, on each Repayment Date, in payment in dollars, on a pari passu basis, to: (A) the Lenders pro rata of all amounts in respect of principal on Loans (other than LC Loans unless such date is the FSRU Tranche Final Maturity Date and the Mooring Tranche Loans to the extent such Loans are repaid from the Offshore Mooring Payment Account) then due (or overdue) on that Repayment Date and payable under clause 8 (Repayment) (or otherwise pursuant to the Finance Documents); and (B) the Hedging Banks pro rata of any swap termination sums / close-out payments owing to them under the Hedging Contracts; and provided that if there would, but for this proviso, be inadequate moneys standing to the credit of the Retention Account on that Interest Payment Date or Repayment Date to make the payments referred to in paragraphs (i) and (ii) above in full, then the relevant shortfall shall be met from any funds available first, in the Offshore Revenue Account and then from the Debt Service Reserve Account (or available to be drawn under any DSRA Letter of Credit) and, for this purpose, the Borrower hereby authorizes the Facility Agent and the Account Banks to apply the funds on the Offshore Revenue Account and/or Debt Service Reserve Account (or available to be drawn under any DSRA Letter of Credit) for such purpose and the Facility Agent, the Security Agent and the relevant Account Bank must apply such amounts for that purpose and in the case of the Facility Agent sign the relevant Facility Agent Withdrawal Request for such payment; (iii) thirdly, at the option of the Borrower payment to the Borrower’s Offshore Revenue Account of any amount by which the balance on the Retention Account exceeds that maximum amount then required to be in such account pursuant to clause 28.8(a).

Retention Account. (a) credits and withdrawals 19.3.1 The Borrower shall not withdraw amounts hereby undertakes with the Finance Parties that it shall, from the date of this Agreement, on each Retention Date pay to the Security Agent for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Operating Accounts and/or the DnB Operating Accounts (or any of them) as at the relevant Retention Account except as permitted by paragraph Date, such moneys shall, up to an amount equal to the Retention Amount, be transferred between the Operating Accounts and/or the DnB Operating Accounts (bor any of them) below. The Borrower may withdraw amounts from to the Retention Account by providing on that Retention Date (and in respect of the Facility Operating Accounts (other than the CNSA Account) the Borrower hereby irrevocably authorises the Security Agent to effect each such transfer) and to that extent the Borrower’s obligations to make the payments referred to in this clause 19.3.1 shall have been fulfilled upon such transfer being effected. 19.3.2 Unless and until there shall occur an Event of Default (whereupon the provisions of clause 19.5 (Application of Accounts) shall apply), all Retention Amounts credited to the Retention Account together with a Facility Agent Withdrawal Request signed interest from time to time accruing or at any time accrued thereon shall be applied as directed by the Agent (and the Borrower no later than four hereby irrevocably authorises the Security Agent so to apply the same) in the following manner: (4a) Business Days prior upon each Repayment Date, and on each day that interest is payable pursuant to clause 10.3 (Payment of interest), in or towards payment to the relevant Lenders of the instalments then falling due for repayment or (as the case may be) the amount of interest then due. Each such application by the Agent shall constitute a payment date and in or towards satisfaction of the Facility Borrower’s corresponding payment obligations under this Agreement but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the application by the Security Agent shall, provided that such Facility Agent Withdrawal Request is in compliance with pursuant to this clause 28.9 or appears 19.3.2 (a) is insufficient to it to be so in compliance, deliver to meet the relevant Account Bank the countersigned Facility Agent Withdrawal Request no later than two (2) Business Day before the relevant payment date.same; and (b) The Borrower shall apply amounts standing following any application by the Agent pursuant to clause 19.3.2(a), in transfer to the credit of the Retention Working Capital Account in the following order of priority: (i) firstly, on each Interest Payment Date, in payment in dollars, on a pari passu basis, to: (A) the Lenders pro rata of all amounts in respect of interest (including any default interest) then due (or overdue) on that Interest Payment Date and payable under the Finance Documents; (B) the Hedging Banks pro rata of all amounts (other than any swap termination sums / close-out payments under the Hedging Contracts) (if any) then due and payable to the Hedging Banks under the Hedging Contracts in respect of the period ending on that Interest Payment Date; (ii) secondly, on each Repayment Date, in payment in dollars, on a pari passu basis, to: (A) the Lenders pro rata of all amounts in respect of principal on Loans (other than LC Loans unless such date is the FSRU Tranche Final Maturity Date and the Mooring Tranche Loans to the extent such Loans are repaid from the Offshore Mooring Payment Account) then due (or overdue) on that Repayment Date and payable under clause 8 (Repayment) (or otherwise pursuant to the Finance Documents); and (B) the Hedging Banks pro rata of any swap termination sums / close-out payments owing to them under the Hedging Contracts; and provided that if there would, but for this proviso, be inadequate moneys standing to the credit of the Retention Account on to the extent that Interest Payment Date or Repayment Date such moneys do not constitute Retention Amounts previously transferred to make the payments referred Retention Account pursuant to clause 19.3.1. 19.3.3 Unless the Lenders otherwise agree in paragraphs (i) writing and (ii) above in full, then the relevant shortfall shall be met from any funds available first, in the Offshore Revenue Account and then from the Debt Service Reserve Account (or available subject to be drawn under any DSRA Letter of Credit) and, for this purposeclause 19.3.2, the Borrower hereby authorizes the Facility Agent and the Account Banks shall not be entitled to apply the funds on the Offshore Revenue Account and/or Debt Service Reserve Account (or available to be drawn under withdraw any DSRA Letter of Credit) for such purpose and the Facility Agent, the Security Agent and the relevant Account Bank must apply such amounts for that purpose and in the case of the Facility Agent sign the relevant Facility Agent Withdrawal Request for such payment; (iii) thirdly, at the option of the Borrower payment to the Borrower’s Offshore Revenue Account of any amount by which the balance on moneys from the Retention Account exceeds that maximum amount then required to be in such account pursuant to clause 28.8(a)at any time from the date of this Agreement.

Retention Account. (a) The On the Closing Date, Lender shall open an interest bearing deposit account in the name of Lender, at a bank or other financial institution selected by Lender, in which the proceeds of all maintenance reserves, security deposits (in the amount of not less than $289,000) and similar amounts which are payable to Borrower shall not withdraw amounts standing pursuant to the credit terms of any Lease shall be transferred by either ILFC, to the extent ILFC is holding the same, or the lessee under such Lease, and in which such amounts shall be retained and disbursed in accordance with the terms of this Agreement and such Lease. Lender agrees that no funds other than such maintenance reserves and deposits and similar amounts, and accrued interest thereon, shall be deposited or held in the Retention Account. Subject to Lender's right to apply all amounts on deposit in the Retention Account except as permitted by paragraph (b) below. The to payment of the Obligations pursuant to Section 4.2(b), all interest earned on amounts on deposit in the Retention Account shall be for the account of Borrower; provided, however, that such interest shall be disbursed to Borrower may withdraw amounts no more frequently than quarterly and provided, further, that no disbursement of interest from the Retention Account by providing shall be made following the Facility Agent with a Facility Agent Withdrawal Request signed by the Borrower no later than four (4) Business Days prior occurrence of an Event of Default except pursuant to the relevant payment date and the Facility Agent shall, provided that such Facility Agent Withdrawal Request is in compliance with this clause 28.9 or appears to it to be so in compliance, deliver to the relevant Account Bank the countersigned Facility Agent Withdrawal Request no later than two (2) Business Day before the relevant payment dateSection 4.2(b). (b) The Borrower In the event that, prior to disbursement by Lender of amounts on deposit in the Retention Account, there shall occur an Event of Default, then, subject to any contrary provision of any applicable Lease, Lender may, in its discretion, without notice to Borrower, at any time and from time to time thereafter, apply all or any part of the amounts standing to the credit of on deposit in the Retention Account (including all accrued interest then held in the following order Retention Account), to payment of priority:the Obligations then outstanding, whether or not such Obligations are at the time due. Such application shall be in addition to, and not in lieu of, any other rights and remedies available to Lender under this Agreement, the other Loan Documents, and applicable law. (ic) firstlyLender shall have no obligation to disburse any principal amount (representing maintenance reserves, on each Interest Payment Date, in payment in dollars, on security deposits or similar amounts under a pari passu basis, to: (ALease) the Lenders pro rata of all amounts in respect of interest (including any default interest) then due (or overdue) on that Interest Payment Date and payable under the Finance Documents; (B) the Hedging Banks pro rata of all amounts (other than any swap termination sums / close-out payments under the Hedging Contracts) (if any) then due and payable to the Hedging Banks under the Hedging Contracts in respect of the period ending on that Interest Payment Date; (ii) secondly, on each Repayment Date, in payment in dollars, on a pari passu basis, to: (A) the Lenders pro rata of all amounts in respect of principal on Loans (other than LC Loans unless such date is the FSRU Tranche Final Maturity Date and the Mooring Tranche Loans to the extent such Loans are repaid from the Offshore Mooring Payment Account) then due (or overdue) on that Repayment Date and payable under clause 8 (Repayment) (or otherwise pursuant to the Finance Documents); and (B) the Hedging Banks pro rata of any swap termination sums / close-out payments owing to them under the Hedging Contracts; and provided that if there would, but for this proviso, be inadequate moneys standing to the credit of the Retention Account on (except in accordance with Section 4.2(b)) unless and until Lender has received evidence satisfactory to Lender that Interest Payment Date or Repayment Date to make such disbursement is required in accordance with the payments referred to terms of the applicable Lease, together with copies of all documentation required under the terms of such Lease in paragraphs (i) and (ii) above in full, then the relevant shortfall shall be met from any funds available first, in the Offshore Revenue Account and then from the Debt Service Reserve Account (or available order for such amount to be drawn under any DSRA Letter disbursed in accordance with the terms of Credit) and, for this purpose, the Borrower hereby authorizes the Facility Agent and the Account Banks to apply the funds on the Offshore Revenue Account and/or Debt Service Reserve Account (or available to be drawn under any DSRA Letter of Credit) for such purpose and the Facility Agent, the Security Agent and the relevant Account Bank must apply such amounts for that purpose and in the case of the Facility Agent sign the relevant Facility Agent Withdrawal Request for such payment; (iii) thirdly, at the option of the Borrower payment to the Borrower’s Offshore Revenue Account of any amount by which the balance on the Retention Account exceeds that maximum amount then required to be in such account pursuant to clause 28.8(a)Lease.

Retention Account. (a) 21.1 The Borrower shall not withdraw amounts standing Borrowers hereby agree to the credit of open the Retention Account except as permitted by paragraph with the Agent. On the date falling thirty (b30) below. The Borrower may withdraw amounts days after the Drawdown Date of each Delivery Advance and on the same date in each consecutive following calendar month (provided that if such day is not a Business Day, the next following Business Day) the Agent will transfer from the Earnings Accounts to the Retention Account an amount equal to one third (1/3rd) of the Repayment Instalment falling due under sub-Clause 10.1(a) on the next Repayment Date and the relevant monthly fraction of interest due on the next Interest Payment Date. 21.2 On each Repayment Date, the Agent shall (and is hereby irrevocably instructed to make the relevant transfers) transfer from the Retention Account to the loan account(s) held by providing it in connection with the Facility Agent with a Facility Agent Withdrawal Request signed by the Borrower no later than four (4) Business Days prior an amount equal to the Repayment Instalment in respect of the relevant payment Tranche payable on that date and the Facility Agent shall, provided that such Facility Agent Withdrawal Request is in compliance with this clause 28.9 or appears to it to be so in compliance, deliver to the relevant Account Bank the countersigned Facility Agent Withdrawal Request no later than two (2) Business Day before the relevant payment date. (b) The Borrower shall apply amounts standing to the credit of the Retention Account in the following order of priority: (i) firstly, on each Interest Payment Date, Date the Agent shall transfer from the Retention Account to the loan account(s) held by it in payment connection with the Facility an amount equal to the interest payable under Clause 5 on that date. 21.3 In the event that there are insufficient funds in dollars, the Earnings Accounts to pay the amounts referred to in Clause 21.1 above the Borrowers agree to pay to the Agent an amount equal to the difference between the actual amount in the Earnings Accounts and the amount due under Clause 21.1 on a pari passu basis, to:the next Business Day in such month on the Agent’s first demand. 21.4 Save as provided in this Clause 21 and (A) the Lenders pro rata of all amounts in respect of interest (including any default interest) then due (or overdue) on that Interest Payment Date and payable under the Finance Documents; (B) the Hedging Banks pro rata of all amounts (other than any swap termination sums / close-out payments under the Hedging Contracts) (if any) then due and payable monies credited to the Hedging Banks under Cash Collateral Account) in Clause 2.3, no moneys credited to any Account shall be paid to or to the Hedging Contracts in respect order of the period ending on that Interest Payment Date;Borrowers without the Agent’s prior written consent. (ii) secondly, on each Repayment Date, in payment in dollars, on a pari passu basis, to: (A) the Lenders pro rata of all amounts in respect of principal on Loans (other than LC Loans unless such date is the FSRU Tranche Final Maturity Date and the Mooring Tranche Loans 21.5 The Agent shall pay interest to the extent such Loans are repaid from the Offshore Mooring Payment Account) then due (or overdue) Borrowers on that Repayment Date and payable under clause 8 (Repayment) (or otherwise pursuant to the Finance Documents); and (B) the Hedging Banks pro rata of any swap termination sums / close-out payments owing to them under the Hedging Contracts; and provided that if there would, but for this proviso, be inadequate moneys standing to the credit of the Retention Account on that Interest Payment Date or Repayment Date balances from time to make the payments referred to in paragraphs (i) and (ii) above in full, then the relevant shortfall shall be met from any funds available first, time in the Offshore Revenue Account Accounts at the rate which it usually pays on equivalent amounts and then from the Debt Service Reserve Account (or available to be drawn under any DSRA Letter of Credit) and, for this purpose, the Borrower hereby authorizes the Facility Agent and the Account Banks to apply the funds in accordance with its usual practice on the Offshore Revenue Account and/or Debt Service Reserve Account (or available to be drawn under any DSRA Letter basis of Credit) for such purpose and the Facility Agent, the Security Agent and the relevant Account Bank must apply such amounts for that purpose and in the case of the Facility Agent sign the relevant Facility Agent Withdrawal Request for such payment; (iii) thirdly, at the option of the Borrower payment to the Borrower’s Offshore Revenue Account of any amount by which the balance on the Retention Account exceeds that maximum amount then required to be in such account pursuant to clause 28.8(a)one month interest periods.

Retention Account. credits and withdrawals 14.3.1 The Borrowers hereby jointly and severally undertake with each Creditor that they will, from the date of this Agreement and so long as any moneys are owing under the Security Documents, on each Retention Date pay to the Account Bank for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Borrowers' Operating Accounts (aor any of them) as at any Retention Date, such moneys shall, up to an amount equal to the Retention Amount for such Retention Date, be transferred to the Retention Account on that Retention Date (and the Borrowers hereby irrevocably authorise the Account Bank to effect each such transfer) and to that extent the Borrowers' obligations to make the payments referred to in this clause 14.3.1 shall have been fulfilled upon such transfer being effected. The Borrower shall not withdraw amounts standing obligation of the Borrowers under this clause 14.3.1 to pay moneys to the credit of the Retention Account except shall cease to exist on the date falling after the Listing Date when the Aegean Marine Guarantor shall have complied with the financial undertakings contained in clause 5.3.1 of the Aegean Marine Guarantee. 14.3.2 Unless and until there shall occur an Event of Default (whereupon the provisions of clause 14.4 shall apply), each Retention Amount in respect of a Tranche credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be applied by the Account Bank (and the Borrowers hereby irrevocably authorise the Account Bank so to apply the same) upon each Repayment Date for the relevant Tranche and/or on each day that interest is payable pursuant to clause 3.1 on such Tranche, in or towards payment to the Agent of the relevant instalment then falling due for repayment or, as permitted the case may be, the relevant amount of interest then due. Each such application by paragraph the Account Bank shall constitute a payment in or towards satisfaction of the Borrowers' corresponding payment obligations under this Agreement but shall be strictly without prejudice to the obligations of each of the Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same. 14.3.3 Unless the Agent (bacting on the instructions of the Majority Banks) below. The Borrower may otherwise agrees in writing and subject to clause 14.3.2, none of the Borrowers shall be entitled to withdraw amounts any moneys from the Retention Account by providing at any time from the Facility Agent with a Facility Agent Withdrawal Request signed by the Borrower no later than four (4) Business Days prior to the relevant payment date of this Agreement and the Facility Agent shall, provided that such Facility Agent Withdrawal Request is in compliance with this clause 28.9 or appears to it to be so in compliance, deliver to the relevant Account Bank the countersigned Facility Agent Withdrawal Request no later than two (2) Business Day before the relevant payment date. (b) The Borrower shall apply amounts standing to the credit of the Retention Account in the following order of priority: (i) firstly, on each Interest Payment Date, in payment in dollars, on a pari passu basis, to: (A) the Lenders pro rata of all amounts in respect of interest (including long as any default interest) then due (or overdue) on that Interest Payment Date and payable moneys are owing under the Finance Security Documents; (B) the Hedging Banks pro rata of all amounts (other than any swap termination sums / close-out payments under the Hedging Contracts) (if any) then due and payable to the Hedging Banks under the Hedging Contracts in respect of the period ending on that Interest Payment Date; (ii) secondly, on each Repayment Date, in payment in dollars, on a pari passu basis, to: (A) the Lenders pro rata of all amounts in respect of principal on Loans (other than LC Loans unless such date is the FSRU Tranche Final Maturity Date and the Mooring Tranche Loans to the extent such Loans are repaid from the Offshore Mooring Payment Account) then due (or overdue) on that Repayment Date and payable under clause 8 (Repayment) (or otherwise pursuant to the Finance Documents); and (B) the Hedging Banks pro rata of any swap termination sums / close-out payments owing to them under the Hedging Contracts; and provided that if there would, but for this proviso, be inadequate moneys standing to the credit of the Retention Account on that Interest Payment Date or Repayment Date to make the payments referred to in paragraphs (i) and (ii) above in full, then the relevant shortfall shall be met from any funds available first, in the Offshore Revenue Account and then from the Debt Service Reserve Account (or available to be drawn under any DSRA Letter of Credit) and, for this purpose, the Borrower hereby authorizes the Facility Agent and the Account Banks to apply the funds on the Offshore Revenue Account and/or Debt Service Reserve Account (or available to be drawn under any DSRA Letter of Credit) for such purpose and the Facility Agent, the Security Agent and the relevant Account Bank must apply such amounts for that purpose and in the case of the Facility Agent sign the relevant Facility Agent Withdrawal Request for such payment; (iii) thirdly, at the option of the Borrower payment to the Borrower’s Offshore Revenue Account of any amount by which the balance on the Retention Account exceeds that maximum amount then required to be in such account pursuant to clause 28.8(a).

Retention Account. 16.4.1 The Borrower on or before the Drawdown Date will open with the Bank the Retention Account. (a) The For so long as any moneys are owing under the Security Documents, the Borrower shall not withdraw amounts pay to the Retention Account, at monthly intervals commencing with a first payment on the date falling one Month after the Drawdown Date and at monthly intervals thereafter (each such day being hereinafter called “Monthly Retention Date”) such sum (each sum being hereinafter called “Monthly Retention Amount”) as shall be the aggregate of: (i) the quotient of the Repayment Instalment amount from time to time falling due on the each time next Repayment Date divided by the number of the months intervening between the immediately previous and the such next Repayment Date, pursuant to Clause 7 hereof; and (ii) the quotient of the amount of interest from time to time falling due in respect of the Loan or each part thereof on the each time next Interest Payment Date divided by the number of months of the relevant Interest Period. (b) The Bank is hereby irrevocably authorised by the Borrower to debit at every Monthly Retention Date the Operating Account with the Monthly Retention Amounts and to credit them to the Retention Account. (c) In case that any Earnings paid to the Operating Account relate to a period of employment of the Vessel longer than one (1) Month, then upon receipt of such Earnings the Retention Account shall be funded by an amount equal to so many Monthly Retention Amounts or part thereof as shall correspond to the longer period to which the said Earnings relate or any amount as may be determined by the Bank. 16.4.2 Unless and until there shall occur an Event of Default all Monthly Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be set off and applied by the Bank (and express and irrevocable authority is hereby given by the Borrower to the Bank so to set off and apply the same) upon each Repayment Date and upon each Interest Payment Date in or towards payment of the Repayment Instalment then falling due and/or (as the case may be) the amount of interest then due. Each such set off and application by the Bank shall constitute a payment in or towards satisfaction of the corresponding payment obligations of the Borrower under this Agreement but shall be strictly without prejudice to the obligations of the Borrower to make any such payment to the extent that the aforesaid set off application by the Bank is insufficient to meet the same. 16.4.3 Any amount for the time being standing to the credit of the Retention Account except shall bear interest at the rate quoted by the Bank to its customers for deposits in Dollars for such period as permitted by paragraph (b) below. The Borrower the Bank may withdraw amounts from determine and for an amount comparable with the amount for the time being standing to the credit of the Retention Account by providing the Facility Agent with a Facility Agent Withdrawal Request signed by the Borrower no later than four (4) Business Days prior to the relevant payment date and the Facility Agent shall, provided that such Facility Agent Withdrawal Request is in compliance with this clause 28.9 or appears to it to be so in compliance, deliver to the relevant Account Bank the countersigned Facility Agent Withdrawal Request no later than two (2) Business Day before the relevant payment dateAccount. (b) The Borrower shall 16.4.4 Upon the occurrence of an Event of Default or at any time thereafter the Bank will set off and apply amounts all sums standing to the credit of the Retention Account in the following order of priority: (i) firstly, on each Interest Payment Date, in payment in dollars, on a pari passu basis, to: (A) the Lenders pro rata of all amounts in respect of including accrued interest (including any default interest) then due (or overdue) on that Interest Payment Date and payable under the Finance Documents; (B) the Hedging Banks pro rata of all amounts (other than any swap termination sums / close-out payments under the Hedging Contracts) (if any) then due and payable to the Hedging Banks under the Hedging Contracts in respect of the period ending on that Interest Payment Date; (ii) secondly, on each Repayment Date, in payment in dollars, on a pari passu basis, to: (A) the Lenders pro rata of all amounts in respect of principal on Loans (other than LC Loans unless such date is the FSRU Tranche Final Maturity Date and the Mooring Tranche Loans to the extent such Loans are repaid from the Offshore Mooring Payment Account) then due (or overdue) on that Repayment Date and payable under clause 8 (Repayment) (or otherwise pursuant to the Finance Documents); and (B) the Hedging Banks pro rata of any swap termination sums / close-out payments owing to them under the Hedging Contracts; and provided that if there would, but for this proviso, be inadequate moneys standing to the credit of the Retention Account on that Interest Payment Date or Repayment Date to make the payments referred to in paragraphs (i) and (ii) above in full, then the relevant shortfall shall be met from any funds available first, in the Offshore Revenue Account and then from the Debt Service Reserve Account (or available to be drawn under any DSRA Letter of Credit) and, for this purpose, the Borrower hereby authorizes the Facility Agent and the Account Banks to apply the funds on the Offshore Revenue Account and/or Debt Service Reserve Account (or available to be drawn under any DSRA Letter of Credit) for such purpose and the Facility Agent, the Security Agent and the relevant Account Bank must apply such amounts for that purpose and manner specified in the case of the Facility Agent sign the relevant Facility Agent Withdrawal Request for such payment; (iii) thirdly, at the option of the Borrower payment Clause 15 without notice to the Borrower’s Offshore Revenue Account of any amount by which the balance on the Retention Account exceeds that maximum amount then required to be in such account pursuant to clause 28.8(a).

Retention Account. 16.4.1. The Borrower on or before the Drawdown Date will open with the Bank the Retention Account. (a) The For so long as any moneys are owing under the Security Documents, the Borrower shall not withdraw amounts standing pay to the credit Retention Account, at monthly intervals commencing with a first payment on the date falling one Month after the Drawdown Date and at monthly intervals thereafter (each such day being hereinafter called "Monthly Retention Date") such sum (each sum being hereinafter called "Monthly Retention Amount") as shall be the aggregate of: i. the quotient of the Retention Account except as permitted by paragraph (b) below. The Borrower may withdraw amounts Repayment Instalment amount from time to time falling due on the Retention Account by providing the Facility Agent with a Facility Agent Withdrawal Request signed each time next Repayment Date divided by the Borrower no later than four (4) Business Days prior number of the months intervening between the immediately previous and the such next Repayment Date, pursuant to Clause 7 hereof; and ii. the quotient of the amount of interest from time to time falling due in respect of the Loan or each part thereof on the each time next Interest Payment Date divided by the number of months of the relevant payment date and the Facility Agent shall, provided that such Facility Agent Withdrawal Request is in compliance with this clause 28.9 or appears to it to be so in compliance, deliver to the relevant Account Bank the countersigned Facility Agent Withdrawal Request no later than two (2) Business Day before the relevant payment dateInterest Period. (b) The Bank is hereby irrevocably authorised by the Borrower shall apply amounts standing to debit at every Monthly Retention Date the Operating Account with the Monthly Retention Amounts and to credit them to the credit Retention Account. (c) In case that any Earnings paid to the Operating Account relate to a period of employment of the Vessel longer than one (1) Month, then upon receipt of such Earnings the Retention Account in shall be funded by an amount equal to so many Monthly Retention Amounts or part thereof as shall correspond to the following order longer period to which the said Earnings relate or any amount as may be determined by the Bank. 16.4.2. Unless and until there shall occur an Event of priority: Default all Monthly Retention Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be set off and applied by the Bank (iand express and irrevocable authority is hereby given by the Borrower to the Bank so to set off and apply the same) firstly, on upon each Repayment Date and upon each Interest Payment Date, Date in or towards payment of the Repayment Instalment then falling due and/or (as the case may be) the amount of interest then due. Each such set off and application by the Bank shall constitute a payment in dollars, on a pari passu basis, to: (A) or towards satisfaction of the Lenders pro rata corresponding payment obligations of all amounts in respect of interest (including any default interest) then due (or overdue) on that Interest Payment Date and payable the Borrower under the Finance Documents; (B) the Hedging Banks pro rata of all amounts (other than any swap termination sums / close-out payments under the Hedging Contracts) (if any) then due and payable this Agreement but shall be strictly without prejudice to the Hedging Banks under the Hedging Contracts in respect obligations of the period ending on that Interest Payment Date; (ii) secondly, on each Repayment Date, in Borrower to make any such payment in dollars, on a pari passu basis, to: (A) the Lenders pro rata of all amounts in respect of principal on Loans (other than LC Loans unless such date is the FSRU Tranche Final Maturity Date and the Mooring Tranche Loans to the extent such Loans are repaid from that the Offshore Mooring Payment Account) then due (or overdue) on that Repayment Date and payable under clause 8 (Repayment) (or otherwise pursuant aforesaid set off application by the Bank is insufficient to meet the Finance Documents); and (B) the Hedging Banks pro rata of any swap termination sums / close-out payments owing to them under the Hedging Contracts; and provided that if there would, but for this proviso, be inadequate moneys standing to the credit of the Retention Account on that Interest Payment Date or Repayment Date to make the payments referred to in paragraphs (i) and (ii) above in full, then the relevant shortfall shall be met from any funds available first, in the Offshore Revenue Account and then from the Debt Service Reserve Account (or available to be drawn under any DSRA Letter of Credit) and, for this purpose, the Borrower hereby authorizes the Facility Agent and the Account Banks to apply the funds on the Offshore Revenue Account and/or Debt Service Reserve Account (or available to be drawn under any DSRA Letter of Credit) for such purpose and the Facility Agent, the Security Agent and the relevant Account Bank must apply such amounts for that purpose and in the case of the Facility Agent sign the relevant Facility Agent Withdrawal Request for such payment; (iii) thirdly, at the option of the Borrower payment to the Borrower’s Offshore Revenue Account of any amount by which the balance on the Retention Account exceeds that maximum amount then required to be in such account pursuant to clause 28.8(a)same.