{"investor_group_id":"1","date_received":"2026-02-27","question_original":"6. Security agent \/ trustee role : Could you clarify:\r\n- who is expected to act as security agent or trustee,\r\n- under which governing law the security agency agreement will be structured,\r\n- and whether the agent has discretion or is strictly bound by bondholder instructions upon default?","internal_owner_id":"1","draft_answer":"The structure will include the appointment of a dedicated security agent (or bondholders\u2019 representative) acting for the benefit of the bondholders.\r\n\r\n1. Appointment\r\nA professional third-party entity, independent from the issuer and the project sponsors, is expected to act as security agent. The final appointment will be confirmed prior to closing.\r\n\r\n2. Governing Law\r\n- The security agency agreement at Luxembourg level will be governed by Luxembourg law.\r\n- The Costa Rican security documents (including first-ranking mortgages and assignments of receivables) will be governed by Costa Rican law, with the security agent duly recognized as secured creditor or beneficiary under local law.\r\n\r\nThis dual-layer structure ensures proper recognition and enforceability in both jurisdictions.\r\n\r\n3. Role and Discretion\r\nUpon default, the security agent will act primarily in accordance with:\r\n- The terms of the bond documentation;\r\n- Formal bondholder resolutions (where required).\r\n\r\nThe agent\u2019s role is not discretionary in a commercial sense but fiduciary in nature. It will execute enforcement actions based on bondholder instructions, subject to standard protections allowing it to act in good faith and in the collective interest of investors.\r\n\r\nThis framework ensures clarity of authority, legal robustness, and alignment with international secured note practices.","final_answer":"","status":"In progress","priority":"Medium","version":"V1 2026-02-27","update_date":"2026-02-27","linked_faq_id":"2","notes":"Ici l\u2019investisseur v\u00e9rifie si la cha\u00eene de s\u00fbret\u00e9s est structur\u00e9e selon les standards internationaux, avec un v\u00e9ritable repr\u00e9sentant des porteurs.","updated_at":"2026-02-27 11:41:12"}