2  Consent to Security11

2.1  The Authority acknowledges notice of, and consents to, the security interests granted over the Service Provider's rights under the Project Documents effected by the Service Provider in favour of each Secured Finance Party under the Security Documents.

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

2.3  Without prejudice to the provisions of clause 49 (Change in Ownership) of the Contract the Authority acknowledges notice of and consents to the security interest granted by Holdco in favour of each Secured Finance Party over the entire issued share capital of the Service Provider.

2.4  The Service Provider and the Facility Agent hereby instruct the Authority (and the Authority agrees) to pay all sums payable by the Authority to the Service Provider under the Project Documents into the [Proceeds Account]. Following the occurrence of an Event of Default, if so directed by the Facility Agent upon giving reasonable notice, the Authority shall pay any sum which it is obliged to pay to the Service Provider under the Project Documents to a bank account specified by the Facility Agent.


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11 Note that as there is no obligation to have a Joint Insurance Account under the Contract (as it is assumed there will be no material damage insurance), there are no provisions in the clause or the remainder of this Direct Agreement directing what happens to any proceeds in such an account.  Such provisions will need to be inserted if appropriate