2.  CONSENT TO SECURITY

2.1  The Board acknowledges notice of, and consents to, the security interest granted over Project Co's rights under the Board Project Documents10 effected by Project Co in favour of the Senior Funders under the Security Documents.

2.2  The Board confirms that it has not received notice of any other security interest granted over Project Co's rights under the Board Project Documents.

2.3  Except as specifically provided for in this Agreement the Board has no obligations (whether express, implied, collateral or otherwise) to the Agent and/or the Senior Funders in connection with this Agreement or the Board Project Documents or the Project.

2.4  The Board acknowledges notice of and consents to the security interest granted by HoldCo in favour of the Agent over the entire issued share capital of Project Co. 11

2.5  [For the purposes of Clause 35.3 (Manner of Payment) of the Project Agreement, Project Co and the Agent hereby authorise and instruct the Board (and the Board agrees) to pay all sums payable to Project Co under the Board Project Documents to the [account] and Project Co and the Board agree that upon the occurrence of an Enforcement Event, if so directed in writing by the Agent upon giving reasonable notice12, the Board shall pay any sum which it is obliged to pay to Project Co under the Board Project Documents to a bank account specified by the Agent.]

2.6  The Board shall not be obliged to make any enquiry as to the authority of the Agent in doing any act or entering into any document or making any agreement under of in connection with this Agreement and the Board shall be entitled to assume that the Agent is duly authorised by each of the Senior Funders to assume the obligations expressed to be assumed by it under this Agreement and to undertake on behalf of each Senior Funder in the terms of this Agreement so as to bind each Senior Funder as if it were a party hereto.

2.7  The rights of the Agent under this Agreement shall be extinguished upon the Final Payment Date.




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10  It may be appropriate to incorporate an acknowledgement of the creation of security over other project documents (eg any leases to Project Co's if applicable). It may also be appropriate to include in this clause an acknowledgement (if applicable) that Service Payments due from the Board are to be made to a designated account of Project Co held by the Agent

11  This clause is not mandatory and will only be relevant in cases where a holding company structure is adopted by the sponsors.

12  The Board should not be exposed to the possibility that it may be too late to revoke a payment to Project Co which has already been set up, such that the Board is at risk of having to pay twice.