Common use of Assignment as Security Clause in Contracts

Assignment as Security. Buyer further acknowledges and agrees that Seller may collaterally assign, transfer, or otherwise encumber, all or any of its rights, benefits and obligations under this Agreement and each guaranty required to be delivered to Seller pursuant to the terms of this Agreement to such Lenders or Lenders’ Agent as security for Seller’s, Seller’s Affiliates’, Tellurian Inc.’s or Driftwood’s obligations to such Lenders (including to a purchaser at any foreclosure sale or any assignee or transferee under any instrument of assignment or transfer in lieu of foreclosure) following an event of default by Seller, any Affiliate of Seller, Tellurian Inc. or Driftwood under the financing documents entered into by Seller, any Affiliate of Seller, Tellurian Inc. or Driftwood with such Lenders, provided any assignment, transfer or encumbrance to Lenders or Lenders’ Agent is not prohibited by any Applicable Law or Export Control and Sanctions Laws, which would prevent Buyer from dealing with Lenders or Lenders’ Agent, and provided, further that all costs and expenses, including any external legal fees, incurred by Buyer in relation to such novation or assignment are reimbursed in full by Seller. Without prejudice to the foregoing, upon Seller’s request pursuant to a notice hereunder, Buyer shall enter into, and shall cause any guarantor under any guaranty delivered to Seller pursuant to the terms of this Agreement to enter into, direct agreements or consent agreements (each, a “Direct Agreement”) each in a form acceptable to Buyer (acting reasonably), provided that, entrance into such Direct Agreement shall be subject to satisfactory clearance of the parties thereto by Buyer’s know your customer process, which shall be carried out in a manner consistent with international standards (such clearance not to be unreasonably withheld or delayed by Buyer). Buyer or such guarantor shall, pursuant to any such Direct Agreement:

Assignment as Security. Buyer further acknowledges and agrees that Seller may collaterally assign, transfer, or otherwise encumber, all or any of its rights, benefits and obligations under this Agreement and each guaranty required to be delivered to Seller pursuant to the terms of this Agreement to such Lenders or Lenders’ Agent as security for Seller’s, Seller’s Affiliates’Affiliate’s, Tellurian Inc.’s or Driftwood’s obligations to such Lenders (including to a purchaser at any foreclosure sale or any assignee or transferee under any instrument of assignment or transfer in lieu of foreclosure) following an event of default by Seller, any Affiliate of Seller, Tellurian Inc. or Driftwood under the financing documents entered into by Seller, any Affiliate of Seller, Tellurian Inc. or Driftwood with such Lenders, provided that any assignment, transfer or encumbrance to Lenders or Lenders’ Agent is not prohibited by any Applicable Law or Export Control and Sanctions LawsTrade Restrictions, which would prevent Buyer from dealing with Lenders or Lenders’ Agent, and provided, further that all costs and expenses, including any external legal fees, incurred by Buyer in relation to such novation or assignment are reimbursed in full by Seller. Without prejudice to the foregoing, upon Seller’s request pursuant to a notice hereunder, Buyer shall enter into, and shall cause any guarantor under any guaranty delivered to Seller pursuant to the terms of this Agreement to enter into, direct agreements or consent agreements (each, a “Direct Agreement”) ), each in a form acceptable to Buyer (acting reasonably), pursuant to which Buyer or such guarantor, as applicable, provided that, entrance into such Direct Agreement shall be subject to satisfactory clearance of the parties thereto by Buyer’s know your customer process, which shall be carried out in a manner consistent with international standards (such clearance not to be unreasonably withheld or delayed by Buyer). Buyer or such guarantor shall, pursuant to any such Direct Agreement:):

Assignment as Security. Buyer further acknowledges and agrees that Seller may collaterally assign, transfer, or otherwise encumber, all or any of its rights, benefits and obligations under this Agreement and each guaranty required to be delivered to Seller pursuant to the terms of this Agreement to such Lenders or Lenders’ Agent as security for Seller’s, Seller’s Affiliates’, Tellurian Inc.’s or Driftwood’s obligations to such Lenders (including to a purchaser at any foreclosure sale or any assignee or transferee under any instrument of assignment or transfer in lieu of foreclosure) following an event of default by Seller, any Affiliate of Seller, Tellurian Inc. or Driftwood under the financing documents entered into by Seller, any Affiliate of Seller, Tellurian Inc. or Driftwood with such Lenders, provided any assignment, transfer or encumbrance to Lenders or Lenders’ Agent is not prohibited by any Applicable Law or Export Control and Sanctions Laws, which would prevent Buyer from dealing with Lenders or Lenders’ Agent, and provided, further that all costs and expenses, including any external legal fees, incurred by Buyer in relation to such novation or assignment are reimbursed in full by Seller. Without prejudice to the foregoing, upon Seller’s request pursuant to a notice hereunder, Buyer shall enter into, and shall cause any guarantor under any guaranty delivered to Seller pursuant to the terms of this Agreement to enter into, direct agreements or consent agreements (each, a “Direct Agreement”) each in a form acceptable to Buyer (acting reasonably), provided that, entrance into such Direct Agreement shall be subject to satisfactory clearance of the parties thereto by Buyer’s know your customer process, which shall be carried out in a manner consistent with international standards (such clearance not to be unreasonably withheld or delayed by Buyer). Buyer or such guarantor shall, pursuant to any such Direct Agreementthat: