2  Consent to Security

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 70 (Change in Ownership) of the Project Agreement 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  Notwithstanding the terms of the Senior Financing Agreements, where required by clause 39.17 (Reinstatement) of the Project Agreement the parties agree and shall direct that all insurance proceeds paid under the Physical Damage Policies shall be paid into the Joint Insurance Account except as otherwise agreed by the Facility Agent and the Authority and shall be applied in accordance with the Project Agreement.

2.5  Subject to clause 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, subject to clause 2.4, 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.