Trust And Retention Agreement

Under this agreement, the lenders, the borrower and the TRA agent enter into a tripartite agreement providing that all proceeds from the project will be directed to a single account managed with the designated TRA agent. Lenders shall establish, in consultation with the borrower, a detailed mandate for the tra agent with regard to the regular transfer and use of the funds available in the TRA. The mandate essentially defines the terms and objectives of the various payments, including debt service to lenders. Payment to lenders is made directly by the TRA agent, in accordance with his mandate, without the intervention of the borrower. For operational convenience, the TRA could be divided into several sub-TRAs intended for separate expenditure heads/purposes. In the case of cash flows in multiple currencies, there may be separate TRAs with the same agent or different TRA agents for processing cash flows in different currencies. Thus, the TRA agent acts as a trustee on behalf of the lenders and ensures that the cash flows are strictly accessible to the borrower/project company according to the mandate. Therefore, the tra mechanism could be seen as a sophisticated version of traditional “No Link” accounts on which the bank concerned has not been able to exercise its general right of deposit. 3. By way of illustration, the mandate of the lenders to the tra agent for the use of cash flows could impose the order of final use of the funds: all the operating and maintenance costs of the project; Monthly contributions/provisions of net resources and interest payments to lenders; a debt service reserve, for example, in the amount of six months` contribution, which could also be covered by a credit to be set up by the promoters of the project company; a cash reserve of four operating costs, for example; Once all of the above obligations have been fulfilled, either by L/C or by project cash, the remaining funds would be available to the project company, if any, at its discretion or to the TRA agent….

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