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The Project Finance Agreement is a sophisticated financing instrument used in Belgium for large-scale infrastructure and industrial projects where financing is primarily based on project cash flows. This agreement, governed by Belgian law and compliant with EU regulations, serves as the primary document establishing the relationship between lenders and the project company. It is typically used when traditional corporate financing is not suitable due to project size, risk profile, or sponsor limitations. The document comprehensively covers financing terms, security arrangements, project implementation requirements, and risk allocation mechanisms. It includes specific provisions addressing Belgian security interests, environmental regulations, and corporate requirements, while also incorporating necessary EU-level compliance elements. The agreement is particularly crucial for projects requiring significant capital investment where lenders look primarily to project assets and revenue streams for repayment.

1. Parties: Identification of all parties to the agreement including lenders, borrowers, sponsors, and any guarantors

2. Background: Context of the project, purpose of the financing, and brief description of the project structure

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Facility and Purpose: Details of the financing facility, amounts, currencies, and permitted uses of the funds

5. Conditions Precedent: Conditions that must be satisfied before any disbursement, including technical, legal, and financial requirements

6. Disbursement Procedures: Process and requirements for drawing down funds, including notice periods and documentation

7. Repayment and Prepayment: Terms of repayment, scheduled payments, and voluntary/mandatory prepayment provisions

8. Interest and Fees: Interest calculation, payment periods, default interest, and all applicable fees

9. Security Package: Details of all security interests, guarantees, and other credit support

10. Representations and Warranties: Standard and project-specific representations and warranties from borrower and other relevant parties

11. Covenants: Positive, negative, and financial covenants applicable to the project and parties

12. Project Undertakings: Specific undertakings related to project construction, operation, and maintenance

13. Monitoring and Reporting: Requirements for project monitoring, technical reports, financial statements, and other reporting obligations

14. Events of Default: Comprehensive list of events triggering default and consequences

15. Remedies: Lenders' rights and remedies upon default

16. Changes to Parties: Transfer and assignment provisions, including restrictions and procedures

17. Administration: Role and duties of facility agent, security agent, and technical agent if applicable

18. Governing Law and Jurisdiction: Choice of Belgian law and jurisdiction provisions

19. Boilerplate Provisions: Standard provisions including notices, amendments, severability, etc.