§5.3.2 PayING AGENT, TRUSTEES AND CONTROLLING Separate parties ate appointed to manage various asp cts of the administration through its life (except in a private placement to a single bondholder), in a similar way to the agent bank in a bank syndicate (cf. §5.2.9): The paying agent pays over the proceeds of the to the borrower and collects payments due to the bondholders. The bond trustee'! holds the security on behalf of the investors. Traditionally the bond trustee also calls meetings of the bondholders where decisions are required, ¢.g. to waive a condition of the bond (ef. §14.11).!2 However given the complexity of project bonds, a bond is not the ideal party to manage such issues, and also bondholders generally do not want to get involved in relatively the minor but complex changes which are often required. Therefore a Controlling Creditor may also be appointed to make decisions on such issues on behalf of the bondholders and instruct the bond trustee accord- ingly. Obviously the Controlling Creditor needs project-finance expertise, so the ideal party from the bond holders’ point of view is a projectefinance bank. This can be achieved if the bank is also a lender to the Project Company, but oth- erwise @ bank is unlikely to take on this role. Where there is monoline insur ance (ef. §4.3.2) the insurer will take on this role as itis the party at risk anyway. ‘A subordinated lender can also be appointed as the Controlling Creditor, but its decisions will be limited to matters which will not affeet the bondholders’ debt- service payments. Failing all this there will be a voting system to enable bond- holders to instruct the bond trustee.