Common use of Payment Matters Clause in Contracts

Payment Matters. The Monthly Charges shall be invoiced monthly, within fifteen (15) days after the end of the applicable month, in arrears in a single statement for each applicable Noble Rig and separate statements for any Non-Brazil Rig Personnel Charges (each a “Monthly Statement” and, collectively, the “Monthly Statements”) prepared by the Service Provider or an Affiliate and shall be in the form set forth in Exhibit E hereto. Service Recipient (as specified in the applicable Monthly Statement) shall pay the amount set forth in the applicable Monthly Statement to a Paragon Group entity designated by the Paragon Group Service Coordinator in the applicable invoice (which shall initially be PONBV or Limitada, as applicable) no later than thirty (30) days after the Noble Group’s receipt of such Monthly Statement (each date of such payment, a “Monthly Payment Date”). Each Monthly Statement shall set forth in reasonable detail, for the calendar month covered by such Monthly Statement: (i) the applicable Rig Invoice for such calendar month, (ii) any applicable credit or debit for exchange rate differences in respect of the preceding Monthly Statement and (iii) any Advance Amounts received with respect to such calendar month (as defined below) that are to be credited against the Monthly Charges. In addition, a Monthly Statement shall be provided that includes an invoice for any applicable Non-Brazil Rig Personnel Charges for such calendar month. All amounts shown on the Monthly Statements will be denominated in Brazilian Reals and paid in either Brazilian Reals or US Dollars, at the Service Recipient’s option, by wire transfer of immediately available funds. If payment is made in US Dollars, the Service Provider shall, or shall cause, all amounts received in payment to be to be converted into Brazilian Reals within three (3) Business Days of receipt of the payment. To the extent that the Real to Dollar conversion rate on the date the Service Provider converts the applicable payment into Brazilian Reals differs from the conversion rate on the applicable Monthly Payment Date, the Service Provider shall reflect such difference as an additional charge (if the value of the Real against the Dollar rises) or credit (if the value of the Dollar against the Real rises), as the case may be, on the following month’s Monthly Statement; provided, however, that the Service Provider will not be entitled to add any additional charges (if applicable) in respect of any conversion rate differences on the following Monthly Statement if the Service Provider has not converted the applicable payment into Brazilian Reals within the time set forth herein and, in the event that such conversion would have resulted in a positive adjustment for the Noble Group, the Noble Group will be entitled to a credit or refund (as applicable) as if the Service Provider had converted the applicable payment within the allotted time. The Service Provider will provide Noble Cayman with a funding request every two weeks on the applicable Monday (the “Advance Requests”) for reasonably projected cash needs for the Services to be provided in the following two weeks with respect to each Noble Rig (the “Advance Amounts”). All amounts shown on the Advance Requests will be denominated in Brazilian Reals and Noble Cayman shall cause such amounts to be paid in either Brazilian Reals or US Dollars, at Noble Cayman’s option, by wire transfer of immediately available funds within three (3) Business Days of receipt of such Advance Request (each date of such payment, an “Advance Payment Date”). If payment is made in US Dollars, the Service Provider shall, or shall cause, all amounts received in payment to be to be converted into Brazilian Reals within three (3) Business Days of receipt of the payment. To the extent that the Real to Dollar conversion rate on the date the Service Provider converts the applicable payment into Brazilian Reals differs from the conversion rate on the applicable Advance Payment Date, the Service Provider shall reflect such difference as an additional charge (if the value of the Real against the Dollar rises) or credit (if the value of the Dollar against the Real rises), as the case may be, on the subsequent Advance Request; provided, however, that the Service Provider will not be entitled to add any additional charges (if applicable) in respect of any conversion rate differences on the subsequent Advance Request if the Service Provider has not converted the applicable payment into Brazilian Reals within the time set forth herein and, in the event that such conversion would have resulted in a positive adjustment for the Noble Group, the Noble Group will be entitled to a credit or refund (as applicable) as if the Service Provider had converted the applicable payment within the allotted time. In the event any Advance Amounts received by the Service Provider that relate to periods prior to the Effective Date were in excess of the amounts needed by the Service Provider for such periods, the Service Provider shall offset such amounts against the Charges to be paid hereunder in the next applicable Monthly Statement or promptly refund such amounts. Each Rig Invoice shall reflect any Delayed Accrued Expenses with respect to the applicable Noble Rig, but such amounts shall only be payable by the Noble Group pursuant to Section 4.2.

Payment Matters. The Monthly Charges shall be invoiced monthly, within fifteen (15) days after the end of the applicable month, in arrears in a single statement for each applicable Noble Rig and separate statements for any Non-Brazil Rig Personnel Charges (each a “Monthly Statement” and, collectively, the “Monthly Statements”) prepared by the Service Provider or an Affiliate and shall be in the form set forth in Exhibit E D hereto. Service Recipient (as specified in the applicable Monthly Statement) shall pay the amount set forth in the applicable Monthly Statement to a Paragon Group entity designated by the Paragon Group Service Coordinator in the applicable invoice (which shall initially be PONBV or Limitada, as applicable) no later than thirty (30) days after the Noble Group’s receipt of such Monthly Statement (each date of such payment, a “Monthly Payment Date”). Each Monthly Statement shall set forth in reasonable detail, for the calendar month covered by such Monthly Statement: (i) the applicable Rig Invoice for such calendar month, (ii) any applicable credit or debit for exchange rate differences in respect of the preceding Monthly Statement and (iii) any Advance Amounts received with respect to such calendar month (as defined below) that are to be credited against the Monthly Charges. In addition, a Monthly Statement shall be provided that includes an invoice for any applicable Non-Brazil Rig Personnel Charges for such calendar month. All amounts shown on the Monthly Statements will be denominated in Brazilian Reals and paid in either Brazilian Reals or US Dollars, at the Service Recipient’s option, by wire transfer of immediately available funds. If payment is made in US Dollars, the Service Provider shall, or shall cause, all amounts received in payment to be to be converted into Brazilian Reals within three (3) Business Days of receipt of the payment. To the extent that the Real to Dollar conversion rate on the date the Service Provider converts the applicable payment into Brazilian Reals differs from the conversion rate on the applicable Monthly Payment Date, the Service Provider shall reflect such difference as an additional charge (if the value of the Real against the Dollar rises) or credit (if the value of the Dollar against the Real rises), as the case may be, on the following month’s Monthly Statement; provided, however, that the Service Provider will not be entitled to add any additional charges (if applicable) in respect of any conversion rate differences on the following Monthly Statement if the Service Provider has not converted the applicable payment into Brazilian Reals within the time set forth herein and, in the event that such conversion would have resulted in a positive adjustment for the Noble Group, the Noble Group will be entitled to a credit or refund (as applicable) as if the Service Provider had converted the applicable payment within the allotted time. The Service Provider will provide Noble Cayman with a funding request every two weeks on the applicable Monday (the “Advance Requests”) for reasonably projected cash needs for the Services to be provided in the following two weeks with respect to each Noble Rig (the “Advance Amounts”). All amounts shown on the Advance Requests will be denominated in Brazilian Reals and Noble Cayman shall cause such amounts to be paid in either Brazilian Reals or US Dollars, at Noble Cayman’s option, by wire transfer of immediately available funds within three (3) Business Days of receipt of such Advance Request (each date of such payment, an “Advance Payment Date”). If payment is made in US Dollars, the Service Provider shall, or shall cause, all amounts received in payment to be to be converted into Brazilian Reals within three (3) Business Days of receipt of the payment. To the extent that the Real to Dollar conversion rate on the date the Service Provider converts the applicable payment into Brazilian Reals differs from the conversion rate on the applicable Advance Payment Date, the Service Provider shall reflect such difference as an additional charge (if the value of the Real against the Dollar rises) or credit (if the value of the Dollar against the Real rises), as the case may be, on the subsequent Advance Request; provided, however, that the Service Provider will not be entitled to add any additional charges (if applicable) in respect of any conversion rate differences on the subsequent Advance Request if the Service Provider has not converted the applicable payment into Brazilian Reals within the time set forth herein and, in the event that such conversion would have resulted in a positive adjustment for the Noble Group, the Noble Group will be entitled to a credit or refund (as applicable) as if the Service Provider had converted the applicable payment within the allotted time. In the event any Advance Amounts received by the Service Provider or any amounts collected under the Local Services Agreements that relate to periods prior to the Effective Date were in excess of the amounts needed by the Service Provider for such periods, Noble Cayman may, in its sole discretion, require the Service Provider shall to offset such amounts against the Charges to be paid hereunder in the next applicable Monthly Statement or promptly refund such amounts. Each Rig Invoice shall reflect any Delayed Accrued Expenses with respect to the applicable Noble Rig, but such amounts shall only be payable by the Noble Group pursuant to Section 4.2.