Common use of Consent and undertakings by SFV Clause in Contracts

Consent and undertakings by SFV. SFV gives the following: (a) (consent) It consents to the Security. (b) (no default) It agrees that none of: (i) the creation or existence of the Security; (ii) the entry into of this document by LTES Operator; (iii) the appointment of any Enforcing Party to LTES Operator or a person who has Control over LTES Operator under the Security; or (iv) the exercise by Security Trustee or any Enforcing Party of any rights, powers or remedies in connection with this document or the Security (in compliance with the applicable provisions of this document (including compliance with clause 5 (“Transfer following enforcement”) in effecting a sale of an ownership interest in a person who has Control over LTES Operator)), will, of itself: (v) disentitle LTES Operator from delivering an “Exercise Notice” (as defined in the LTESA); (vi) contravene or constitute a default or breach of the LTESA or the PDA; or (vii) entitle SFV to exercise any rights, powers or remedies to Terminate the LTESA or the PDA. (c) (enforcement) It agrees that an Enforcing Party may, but need not, exercise all or any of the rights, powers and remedies, and perform all or any of the obligations of LTES Operator, in connection with the LTESA or the PDA, as if it were LTES Operator to the exclusion of LTES Operator. (d) (no assumption) It agrees that an Enforcing Party will not be liable nor have any obligations, and will not be taken to have assumed any liability or obligations, in connection with the LTESA or the PDA as a result of the entry into of the Security or this document or the exercise of any rights, powers or remedies by an Enforcing Party in connection with the Security or this document. However, this does not: (i) apply to any obligation of LTES Operator under the LTESA or the PDA expressly assumed by Security Trustee by written notice to SFV (with a copy to LTES Operator); or (ii) affect any liability or obligation of LTES Operator for acts and omissions of an Enforcing Party where the Enforcing Party is acting as the agent of LTES Operator. (e) (no consent to dealing) It agrees to not consent to any assignment, transfer, novation or other dealing by LTES Operator of any of LTES Operator’s rights or obligations under the LTESA or PDA without the prior consent of the Security Trustee.