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DATED __________________
ANDROMACHE WIND LIMITED
as Borrower
AGAMEMNON BANK
as Original Lender and Hedging Counterparty
AJAX BANK
as Original Lender and Account Bank
MENELAUS BANK
as Offshore Security Agent, Onshore Security Agent and Intercreditor Bank
ACCOUNTS AGREEMENT
3.6
Closure of Project Accounts
Following the Final Discharge Date, and subject to the prior written consent of the Security Agents, the Borrower may instruct the Account Bank to close the Project Accounts. The Account Bank shall not act on such instruction unless and until it has received confirmation from the Security Agents that all obligations secured by the Security Documents have been irrevocably and unconditionally discharged in full.
4
GENERAL PROJECT ACCOUNT PROVISIONS
4.1
Currency Conversion
3.6
To the extent that moneys are available in a Project Account (other than the Distribution Account) to meet a payment permitted pursuant to Clause ‎5 (Deposits into and Withdrawals from Project Accounts) but such moneys are in a different currency from the currency required to be paid or transferred, the Borrower shall procure that such available moneys be exchanged by the Account Bank into the required currency at the Applicable Onshore Exchange Rate for such purposes, subject to the currency being acceptable to the Account Bank.
The Borrower shall procure that any amounts in TRY standing to the credit of the Proceeds Account (TRY) in excess of the Maximum TRY Balance on the last Business Day of each calendar month are converted into US Dollars by the Account Bank at the Applicable Onshore Exchange Rate and transferred to the Proceeds Account (USD) and the Account Bank shall procure that such amounts are converted and transferred within one (1) week of instruction from the Borrower, unless, in each case, any such conversion and/or transfer is prohibited by Turkish law.
4.2
Account Reconciliation
4.2.1
The Borrower shall procure that a reconciliation of each Project Account is performed on a monthly basis, no later than five (5) Business Days after the end of each calendar month, and shall promptly provide a copy of such reconciliation to the Security Agents and the Intercreditor Agent upon request.
4.2.2
Any discrepancy identified in the reconciliation shall be
notified promptly
to the
Security Agent
and the
Security Agent
shall cooperate in
good faith with the Borrower and
to
resolve such discrepancy as soon as reasonably practicable.
Any discrepancy identified in the reconciliation shall be
notified promptly
to the Account Bank, and the Account
Bank shall cooperate in good faith with the Borrower and the Security Agent to resolve such discrepancy as soon as reasonably practicable.
Simon Burnam
See edits. Might also be worth clarifying the consequences here – what happens if the discrepancy isn’t resolved promptly or if there's a dispute over the figures?
Wed 6 Aug 2025, 9.07am
Amender
We have proposed a 10 Business Day limit and an immediate trigger for discrepancies with a material impact.
Wed 6 Aug 2025, 2.51pm
Reply
4.2.3
If any discrepancy is not resolved within ten (10) Business Days of notification, the Security Agent shall be entitled to escalate the matter to the Intercreditor Agent for determination. Any unresolved discrepancies that may have a material impact on the distribution or application of Project Revenues shall be notified to all Finance Parties without delay.
4.3
Account Reconciliation
4.3.1
Unless otherwise specified in this Agreement, any interest or other earnings credited to the Project Accounts shall be retained in the same Project Account and applied in accordance with the provisions of Clause ‎6 (Deposits into and Withdrawals from Project Accounts).
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Accounts Agreement
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Clause 4.2.2
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Simon Burnham (Ajax Bank)
FYI, our chat with Andromache was before SecondLaw joined, so let’s loop them in.
Priya Mehta (SecondLaw)
Got it, I’ll update them now.
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