So finally, we are left here with the contract parties here, all of the other different contract parties. The contractors, off-takers, suppliers and, EPC contractors. Every project has to operate. So when we're talking about operating parties here, we need an operation and management arrangement. Sometimes projects can operate and manage themselves, and setting up that operation and management is part of the completion arrangement, so there isn't a separate O&M agreement. But many projects, which is a stand-alone entity, have their management skills provided from the outside, and there is an operation management agreement independent of the sponsors. When you're looking at putting these agreements in place, you want to ensure that the O and M arrangement is where the parties is capable of providing those sorts of agreements, and they got the capacity to do that agreement. O and M parties will put some of the some of the, they wont guarantee the debt, but they will put some of their fees at risk. So that if the O and M is not working up to standard, or the project is not operating to standards and that's part of the O and M responsibility. They will reduce or limiting Their fees. But at the end of the day an operation and management agreement is something that a project financier needs to feel comfortable with, that it really isn't financially enforceable. It's operationally enforceable, but from a financial perspective really the financial support is limited to the size of the fees paid. Anything greater than that in general will cost the project too much and be unattractive to both financiers and sponsors. But understanding that the O&M agreement is from a reputable and capable party is the key component and the second key component is looking at it as what happens if that party is not around? So a good project financier will look to see that there are alternatives And will have triggers in the O&M agreement that says if the O&M party is not managing the party sufficiently and not managing the project sufficiently then they can be replaced. And it's important that project financiers understand that there is a possibility and looked to see that there is a possibility of a plan B. Nearly every project requires suppliers. Just occasionally you. Will end up with farm or a solo farm by their other supplier. Likely wind and sunshine are provided somewhere else and is not contractual. But in general, nearly every project has some sort of suppliers. And so The entry went back to the risk. Looking at this, you need to look and you're putting this project in place and you're getting a supply agreement that the supplier is capable of providing it. They have the financial and and the physical capacity to be able to do. And at the end of the day they can be both the volume and price expectations. These sorts of agreements need to be very comprehensive. They need to understand what happens if the supplier doesn't supply and how you deal with Disputes and what are the remedies. Offtakes suggest the adverse of the supply arrangements. You want to ensure that they've got whoever the offtaker is has got the capacity and capability to be able to take it. And then the offtake agreements can be In different forms. So the first form I've written down here is a take or pay which means that the project, if it produces something, an output, delivers it to the counter party. If the counter party doesn't take it, they pay for it anyway and it's up to the project then to either dispose of that or sell it elsewhere. And then the take-or-pay can be specified quantities, specified price, a combination thereof, but that’s a take-or-pay. Take-and-pay is where the supplier only takes what they need and they'll take whatever they need, they'll pay for that, but if there's any excess, they won’t pay for that. It's only what they will take. And finally, the last one is a tolling agreement where the Offtaker actually provides the input and ties the supply to the output. For instance, going back to our luminary refinery, it could be enterprise there, they provide the bolt side which is the raw material for the plant and they take the aluminum On the other side and once the aluminum is delivered, the alumina is delivered to the smelter, they pay a certain fee for that and really what they're doing is they're not paying for the raw material but they're paying a tolling fee for the change of that raw material into the aluminum that the aluminum plants finish. Product. So their various degrees of commitment they go into this, to this agreement they can be fix to variable quantities, fix variable prices and sometimes they, they can be dedicated variable arrangements and they can be other. For the full term of the project, or they can be for part term of the project knowing that they're going to be renewed over certain periods of time. But there are multiple aspects to these arrangements. And it's important, as a project financier, you're thinking about what is practical. There is no point of signing contracts to the not practical. But set up, put contracts in place to not practical and viable. And really are the compromise for all the different parties involved. As a project financier you have to be aware that all of the different parties are negotiating from their own perspective. And of course, as we've talked about earlier on, the equity wants the best returns and the debt would like to be paid out Really get their capital back as soon as reasonably possible. Supplies are keen to sell for the highest price possible and off-takers would like to buy at the lowest price possible. They will all negotiate for their own position but at the end of the day a good project financer Financier is somebody who can see through all of these and really produce what is long term and most viable and best for the project overall. And there's various risks that go into a lot of these contracts and some of them, if it's a volume risk or a price risk, it may be that some of those risks can be hedged with other parties or shared with other parties [INAUDIBLE] Or put into the terminal markets. But there are so many ways that you can deal with each, each one of these contract risk. And they can all be broken up into a little pieces and distributed widely. Even though we've talked about contracts here. It's a good idea to think about these Contracts as a statement of best intent. Yes, they are in all likelihood legally enforceable, but if they are so egregiously unfair. There are always lots of terms in these contracts, and if it's egregiously unfair and it's going to be egregiously unfair for many, many years Ahead the counter parties will be looking, at least that ones that are adversely effected will be looking for a way to get out of them. And they will look for little nuances, little late billing, late delivery, whatever, nuances that allows to get out of these contracts. So as you're thinking about project financing and you think about putting the best project financings together, you won't regard these contracts, there's a statement of best intent. Yes, they're going to be legally enforceable but at the end of the day just think about them as a statement. Of best intent because if something has disallocated the risks and returns disproportionately over a long period of time the chances are that somebody is going to try to undo that later on and if one party is Particularly unhappy, it will lead to a very problematic or it can do.
