6. Security agent / trustee role : Could you clarify: - who is expected to act as security agent or trustee, - under which governing law the security agency agreement will be structured, - and whether the agent has discretion or is strictly bound by bondholder instructions upon default?

The structure will include the appointment of a dedicated security agent (or bondholders’ representative) acting for the benefit of the bondholders.

1. Appointment
A 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.

2. Governing Law
- The security agency agreement at Luxembourg level will be governed by Luxembourg law.
- 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.

This dual-layer structure ensures proper recognition and enforceability in both jurisdictions.

3. Role and Discretion
Upon default, the security agent will act primarily in accordance with:
- The terms of the bond documentation;
- Formal bondholder resolutions (where required).

The agent’s 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.

This framework ensures clarity of authority, legal robustness, and alignment with international secured note practices.