Common use of Assignment as Security Clause in Contracts

Assignment as Security. (a) The assignment made hereby is executed as an absolute and present assignment, but is delivered to the Credit Bank as security for the Lessor's obligations to the Credit Bank under the Reimbursement Agreement and other Operative Documents, and the execution and delivery hereof shall not in any way impair or diminish any obligations of the Lessor as lessor under the Lease or of the Lessor or the Credit Bank under any of the other Operative Documents, nor impair, affect or modify any of the terms and conditions of the Reimbursement Agreement or any of the other Operative Documents, nor shall any of the obligations of the Lessor or of any other Person under any of the Operative Documents (other than the express obligations of the Credit Bank) be imposed upon the Credit Bank, including, but not limited to, collecting Rent or enforcing performance by the Lessee. (b) Without limiting the generality of the foregoing, the Credit Bank shall not be obligated to perform or discharge, nor does the Credit Bank hereby undertake to perform or discharge, any obligation, duty or liability of the Lessor under the Lease or of the Lessor under any of the other Operative Documents, or under or by reason of this Assignment and the Lessor does hereby waive any and all liability, loss or damage which may or might be asserted against the Credit Bank by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Lease to be performed or discharged by the Lessor thereunder. It is further understood and agreed that this Assignment shall not operate to (i) place responsibility for the control, care, management or repair of the Leased Property upon the Credit Bank, nor for the carrying out of any of the terms and conditions of the Lease or of any of the other Operative Documents (except to the extent expressly provided therein), in any such case binding upon or applicable to the Lessor or (ii) make the Credit Bank responsible or liable for any waste with respect to the Leased Property or any part thereof by the Lessee or any Person other than by the Credit Bank, or for any dangerous or defective condition of the Leased Property or any part thereof, or for any negligence of the management, upkeep, or repair or control of the Leased Property or any part thereof resulting in loss or injury or death to any Lessee, any sublessee, sublessor, licensee, invitee, employee or stranger other than the gross negligence or willful misconduct of the Credit Bank.

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: (a) The assignment made hereby is executed provide such undertakings that are normal and customary in project financings or refinancings; provided, however, that, (i) in the case of the Buyer, such undertakings do not materially affect Buyer’s rights or obligations under this Agreement and in the case of the guarantor, such undertakings do not affect the guarantor’s rights or obligations under any guaranty provided to Seller pursuant to the terms of this Agreement, except as an absolute otherwise provided in the remaining provisions of this Section 21.4.2, and present assignment(ii) Buyer shall not be required to provide (or cause to be provided) in connection with this Agreement any guaranty or similar commitment in favor of the Lenders, but is Seller or any other Person, other than any guaranty required to be delivered to the Credit Bank as security for the Lessor's obligations Seller pursuant to the Credit Bank terms of this Agreement; (b) consent to (i) the collateral assignment of Seller’s, Seller’s Affiliates’, Tellurian Inc.’s or Driftwood’s rights and obligations under this Agreement or the guaranty, as applicable, to the Lenders or the Lenders’ Agent and (ii) the subsequent assignment and transfer of this Agreement or the guaranty, as applicable, to the Lenders’ Agent or other designee or nominee of the Lenders (including 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 Reimbursement Agreement and other Operative Documentsfinancing documents entered into by Seller, and any Affiliate of Seller, Tellurian Inc. or Driftwood with the execution and delivery hereof shall not in Lenders; provided, that any way impair or diminish any obligations of the Lessor as lessor under the Lease or of the Lessor or the Credit Bank under any of the other Operative Documents, nor impair, affect or modify any of the terms and conditions of the Reimbursement Agreement or any of the other Operative Documents, nor shall any such assignee assumes all of the obligations of Seller under this Agreement arising or accruing from and after the Lessor date of such assignment and provided any assignment or of transfer is not prohibited by any other Person under any of Applicable Law or Export Control and Sanctions Laws; (c) provide representations and warranties that this Agreement or the Operative Documents guaranty, as applicable, is in full force and effect and has not been modified or amended (other than as otherwise disclosed to the express obligations Lenders) and that, to Buyer’s knowledge, there are no defaults by Buyer or a guarantor existing under this Agreement or the guaranty, as applicable; (d) in the case of Buyer, provide representations and warranties regarding the Credit Bankcorporate existence of Buyer, its authority to enter into and perform this Agreement and that this Agreement is the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, and in the case of guarantor, provide representations and warranties regarding the corporate existence of guarantor, its authority to enter into and perform the guaranty and that the guaranty is the legal, valid and binding obligation of guarantor, enforceable against guarantor in accordance with its terms; (e) be imposed upon agrees to make payments of amounts owed under this Agreement or the Credit Bankguaranty, includingas applicable, but not limited toand as agreed in the Direct Agreement; (f) in the case of Buyer, collecting Rent agree to give Lenders and Lenders’ Agent notice of and an opportunity to cure any default by Seller under this Agreement; and (g) agree to modify or enforcing performance clarify provisions of this Agreement, as reasonably requested by the Lessee. Lenders or the Lenders’ Agent; provided that any such modification or clarification shall be subject to Buyer’s consent (b) Without limiting the generality of the foregoing, the Credit Bank shall not be obligated to perform or discharge, nor does the Credit Bank hereby undertake to perform or discharge, any obligation, duty or liability of the Lessor under the Lease or of the Lessor under any of the other Operative Documents, or under or by reason of this Assignment and the Lessor does hereby waive any and all liability, loss or damage which may or might be asserted against the Credit Bank by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Lease to be performed or discharged by the Lessor thereunder. It is further understood and agreed that this Assignment shall not operate to (i) place responsibility for the control, care, management or repair of the Leased Property upon the Credit Bank, nor for the carrying out of any of the terms and conditions of the Lease or of any of the other Operative Documents (except to the extent expressly provided thereinunreasonably withheld), in any such case binding upon or applicable to the Lessor or (ii) make the Credit Bank responsible or liable for any waste with respect to the Leased Property or any part thereof by the Lessee or any Person other than by the Credit Bank, or for any dangerous or defective condition of the Leased Property or any part thereof, or for any negligence of the management, upkeep, or repair or control of the Leased Property or any part thereof resulting in loss or injury or death to any Lessee, any sublessee, sublessor, licensee, invitee, employee or stranger other than the gross negligence or willful misconduct of the Credit Bank.

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: (a) The assignment made hereby is executed provide such undertakings that are normal and customary in project financings or refinancings; provided, however, that, (i) in the case of the Buyer, such undertakings do not materially affect Buyer’s rights or obligations under this Agreement and in the case of the guarantor, such undertakings do not affect the guarantor’s rights or obligations under any guaranty provided to Seller pursuant to the terms of this Agreement, except as an absolute otherwise provided in the remaining provisions of this Section 21.4.2, and present assignment(ii) Buyer shall not be required to provide (or cause to be provided) in connection with this Agreement any guaranty or similar commitment in favor of the Lenders, but is Seller or any other Person, other than any guaranty required to be delivered to the Credit Bank as security for the Lessor's obligations Seller pursuant to the Credit Bank terms of this Agreement; (b) consent to (i) the collateral assignment of Seller’s, Seller’s Affiliates’, Tellurian Inc.’s or Driftwood’s rights and obligations under this Agreement or the guaranty, as applicable, to the Lenders or the Lenders’ Agent and (ii) the subsequent assignment and transfer of this Agreement or the guaranty, as applicable, to the Lenders’ Agent or other designee or nominee of the Lenders (including 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 Reimbursement Agreement and other Operative Documentsfinancing documents entered into by Seller, and any Affiliate of Seller, Tellurian Inc. or Driftwood with the execution and delivery hereof shall not in Lenders; provided, that any way impair or diminish any obligations of the Lessor as lessor under the Lease or of the Lessor or the Credit Bank under any of the other Operative Documents, nor impair, affect or modify any of the terms and conditions of the Reimbursement Agreement or any of the other Operative Documents, nor shall any such assignee assumes all of the obligations of Seller under this Agreement arising or accruing from and after the Lessor date of such assignment and provided any assignment or of transfer is not prohibited by any other Person under any of the Operative Documents (other than the express obligations of the Credit Bank) be imposed upon the Credit Bank, including, but not limited to, collecting Rent Applicable Law or enforcing performance by the Lessee. (b) Without limiting the generality of the foregoing, the Credit Bank shall not be obligated to perform or discharge, nor does the Credit Bank hereby undertake to perform or discharge, any obligation, duty or liability of the Lessor under the Lease or of the Lessor under any of the other Operative Documents, or under or by reason of this Assignment Export Control and the Lessor does hereby waive any and all liability, loss or damage which may or might be asserted against the Credit Bank by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Lease to be performed or discharged by the Lessor thereunder. It is further understood and agreed that this Assignment shall not operate to (i) place responsibility for the control, care, management or repair of the Leased Property upon the Credit Bank, nor for the carrying out of any of the terms and conditions of the Lease or of any of the other Operative Documents (except to the extent expressly provided therein), in any such case binding upon or applicable to the Lessor or (ii) make the Credit Bank responsible or liable for any waste with respect to the Leased Property or any part thereof by the Lessee or any Person other than by the Credit Bank, or for any dangerous or defective condition of the Leased Property or any part thereof, or for any negligence of the management, upkeep, or repair or control of the Leased Property or any part thereof resulting in loss or injury or death to any Lessee, any sublessee, sublessor, licensee, invitee, employee or stranger other than the gross negligence or willful misconduct of the Credit Bank.Sanctions Laws;

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 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 Trade Restrictions, which would prevent Buyer from dealing with Lenders or Lenders’ Agent. 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): (a) The assignment made hereby is executed as an absolute provide such undertakings that are normal and present assignmentcustomary in project financings or refinancings; provided, but is delivered to the Credit Bank as security for the Lessor's however, that, (i) such undertakings do not materially affect Buyer’s or such guarantor’s rights or obligations to the Credit Bank under the Reimbursement Agreement and other Operative Documents, and the execution and delivery hereof shall not in any way impair or diminish any obligations of the Lessor as lessor under the Lease or of the Lessor or the Credit Bank under any of the other Operative Documents, nor impair, affect or modify any of the terms and conditions of the Reimbursement this Agreement or any guaranty provided to Seller pursuant to the terms of this Agreement, except as otherwise provided in the remaining provisions of this Section ‎21.4.2, and (ii) Buyer shall not be required to provide (or cause to be provided) any guaranty or similar commitment in favor of the Lenders, Seller or any other Operative DocumentsPerson, nor shall other than any guaranty required to be delivered to Seller pursuant to the terms of this Agreement; (b) consent to (i) the collateral assignment of Seller’s, Seller’s Affiliate’s, Tellurian Inc.’s or Driftwood’s rights and obligations under this Agreement or the guaranty, as applicable, to the Lenders or the Lenders’ Agent and (ii) the subsequent assignment and transfer of this Agreement or the guaranty, as applicable, to the Lenders’ Agent or other designee or nominee of the Lenders (including 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 the Lenders; provided, that any such assignee assumes all of the obligations of Seller under this Agreement arising or accruing from and after the Lessor date of such assignment; (c) provide representations and warranties that this Agreement or the guaranty, as applicable, is in full force and effect and has not been modified or amended and that there are no defaults existing under this Agreement or the guaranty, as applicable; (d) in the case of Buyer, provide representations and warranties regarding the corporate existence of Buyer, its authority to enter into and perform this Agreement and that this Agreement is the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, and in the case of guarantor, provide representations and warranties regarding the corporate existence of guarantor, its authority to enter into and perform the guaranty and that the guaranty is the legal, valid and binding obligation of guarantor, enforceable against guarantor in accordance with its terms; (e) agrees to make payments of amounts owed under this Agreement or the guaranty, as applicable, and as agreed in the Direct Agreement; (f) in the case of Buyer, agree to give Lenders and Lenders’ Agent notice of and an opportunity to cure any other Person default by Seller under any this Agreement; and (g) agree to modify or clarify provisions of this Agreement or the Operative Documents (other than the express obligations of the Credit Bank) be imposed upon the Credit Bankguaranty, includingas applicable, but not limited to, collecting Rent or enforcing performance as reasonably requested by the Lessee. Lenders or the Lenders’ Agent, provided that any such modification or clarification shall be subject to Buyer’s consent (b) Without limiting the generality of the foregoing, the Credit Bank shall not be obligated to perform or discharge, nor does the Credit Bank hereby undertake to perform or discharge, any obligation, duty or liability of the Lessor under the Lease or of the Lessor under any of the other Operative Documents, or under or by reason of this Assignment and the Lessor does hereby waive any and all liability, loss or damage which may or might be asserted against the Credit Bank by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Lease to be performed or discharged by the Lessor thereunder. It is further understood and agreed that this Assignment shall not operate to (i) place responsibility for the control, care, management or repair of the Leased Property upon the Credit Bank, nor for the carrying out of any of the terms and conditions of the Lease or of any of the other Operative Documents (except to the extent expressly provided thereinunreasonably withheld), in any such case binding upon or applicable to the Lessor or (ii) make the Credit Bank responsible or liable for any waste with respect to the Leased Property or any part thereof by the Lessee or any Person other than by the Credit Bank, or for any dangerous or defective condition of the Leased Property or any part thereof, or for any negligence of the management, upkeep, or repair or control of the Leased Property or any part thereof resulting in loss or injury or death to any Lessee, any sublessee, sublessor, licensee, invitee, employee or stranger other than the gross negligence or willful misconduct of the Credit Bank.

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 to such Lenders or Lenders’ Agent as security for Seller’s, Driftwood’s or their respective Affiliate’s obligations to Lenders. Accordingly, upon Seller’s request pursuant to a notice hereunder and at Seller’s cost, Buyer shall enter into, and if Buyer is Assignee Buyer, then Assignee Buyer shall cause any guarantor that has provided a guaranty in support of Assignee Buyer’s obligations hereunder to enter into, one or more direct agreements or consent agreements (each, a “Direct Agreement”) pursuant to which Buyer or such guarantor, as applicable: (a) The assignment made hereby is executed as an absolute and present assignment, but is delivered consents to the Credit Bank collateral assignment of Seller’s, Driftwood’s or their respective Affiliate’s rights and obligations under this Agreement or the guaranty, as security for the Lessor's obligations applicable, to the Credit Bank Lenders or the Lenders’ Agent and the subsequent assignment and transfer of this Agreement or the guaranty, as applicable, to the Lenders’ Agent or other designee or nominee of the Lenders (including 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, Driftwood or their respective Affiliate under the Reimbursement Agreement and other Operative Documentsfinancing documents entered into by Seller, and Driftwood or their respective Affiliates with the execution and delivery hereof shall not in any way impair or diminish any obligations of the Lessor as lessor under the Lease or of the Lessor or the Credit Bank under any of the other Operative Documents, nor impair, affect or modify any of the terms and conditions of the Reimbursement Agreement or any of the other Operative Documents, nor shall any of the obligations of the Lessor or of any other Person under any of the Operative Documents (other than the express obligations of the Credit Bank) be imposed upon the Credit Bank, including, but not limited to, collecting Rent or enforcing performance by the Lessee.Lenders; (b) Without limiting provides representations and warranties that this Agreement or the generality guaranty, as applicable, is in full force and effect and has not been modified or amended and that there are no defaults existing under this Agreement or the guaranty, as applicable; (c) in the case of Buyer, provides representations and warranties regarding the corporate existence of Buyer, its authority to enter into and perform this Agreement and that this Agreement is the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, and in the case of guarantor, provides representations and warranties regarding the corporate existence of guarantor, its authority to enter into and perform the guaranty and that the guaranty is the legal, valid and binding obligation of guarantor, enforceable against guarantor in accordance with its terms; (d) agrees to make payments of amounts owed under this Agreement or the guaranty, as applicable, to one or more accounts as notified by Lenders’ Agent from time to time; (e) in the case of Buyer, agrees to give Lenders and Lenders’ Agent notice of and an opportunity to cure any default by Seller under this Agreement; (f) agrees to modify or clarify provisions of this Agreement or the guaranty, as applicable, as reasonably requested by the Lenders or the Lenders’ Agent; and (g) agrees to other undertakings that are normal and customary in financings or refinancings of the foregoingtype entered into by Seller, the Credit Bank shall not be obligated to perform Driftwood or discharge, nor does the Credit Bank hereby undertake to perform or discharge, any obligation, duty or liability of the Lessor under the Lease or of the Lessor under any of the other Operative Documents, or under or by reason of this Assignment their respective Affiliates and the Lessor does hereby waive any and all liability, loss or damage which may or might be asserted against the Credit Bank by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Lease to be performed or discharged by the Lessor thereunder. It is further understood and agreed that this Assignment shall not operate to (i) place responsibility for the control, care, management or repair of the Leased Property upon the Credit Bank, nor for the carrying out of any of the terms and conditions of the Lease or of any of the other Operative Documents (except to the extent expressly provided therein), in any such case binding upon or applicable to the Lessor or (ii) make the Credit Bank responsible or liable for any waste with respect to the Leased Property or any part thereof by the Lessee or any Person other than by the Credit Bank, or for any dangerous or defective condition of the Leased Property or any part thereof, or for any negligence of the management, upkeep, or repair or control of the Leased Property or any part thereof resulting in loss or injury or death to any Lessee, any sublessee, sublessor, licensee, invitee, employee or stranger other than the gross negligence or willful misconduct of the Credit BankLenders.

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), that: (a) The assignment made hereby is executed as an absolute provide such undertakings that are normal and present assignmentcustomary in project financings or refinancings; provided, but is delivered to the Credit Bank as security for the Lessor's however, that, (i) such undertakings do not materially affect Buyer’s or such guarantor’s rights or obligations to the Credit Bank under the Reimbursement Agreement and other Operative Documents, and the execution and delivery hereof shall not in any way impair or diminish any obligations of the Lessor as lessor under the Lease or of the Lessor or the Credit Bank under any of the other Operative Documents, nor impair, affect or modify any of the terms and conditions of the Reimbursement this Agreement or any guaranty provided to Seller pursuant to the terms of this Agreement, except as otherwise provided in Sections ‎21.4.2(b) to ‎(f), and (ii) Buyer shall not be required to provide (or cause to be provided) any guaranty or similar commitment in favor of the Lenders, Seller or any other Operative DocumentsPerson, nor shall other than any guaranty required to be delivered to Seller pursuant to the terms of this Agreement; (b) consent to (i) the collateral assignment of Seller’s, Seller’s Affiliates’, Tellurian Inc.’s or Driftwood’s rights and obligations under this Agreement or the guaranty, as applicable, to the Lenders or the Lenders’ Agent and (ii) the subsequent assignment and transfer of this Agreement (and all rights of the Seller hereunder) or the guaranty, as applicable, to the Lenders’ Agent or other designee or nominee of the Lenders (including 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 the Lenders, as notified in writing to the Buyer by the Lenders; provided, that any such assignee assumes all of the obligations of Seller under this Agreement arising or accruing from and after the Lessor date of such assignment; (c) provide representations and warranties that this Agreement or of any other Person under any of the Operative Documents guaranty, as applicable, is in full force and effect and has not been modified or amended (other than as otherwise disclosed to the express obligations Lenders) and that there are no defaults by Buyer or a guarantor existing under this Agreement or the guaranty, each as applicable; (d) in the case of Buyer, provide representations and warranties regarding the Credit Bankcorporate existence of Buyer, its authority to enter into and perform this Agreement and that this Agreement is the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, and in the case of guarantor, provide representations and warranties regarding the corporate existence of guarantor, its authority to enter into and perform the guaranty and that the guaranty is the legal, valid and binding obligation of guarantor, enforceable against guarantor in accordance with its terms; (e) be imposed upon agrees to make payments of amounts owed under this Agreement or the Credit Bankguaranty, includingas applicable, but not limited toand as agreed in the Direct Agreement; (f) in the case of Buyer, collecting Rent agree to give Lenders and Lenders’ Agent notice of and an opportunity to cure any default by Seller under this Agreement; and (g) agree to modify or enforcing performance clarify provisions of this Agreement or the guaranty, as applicable, as reasonably requested by the Lessee. Lenders or the Lenders’ Agent, provided that any such modification or clarification shall be subject to Buyer’s consent (b) Without limiting the generality of the foregoing, the Credit Bank shall not be obligated to perform or discharge, nor does the Credit Bank hereby undertake to perform or discharge, any obligation, duty or liability of the Lessor under the Lease or of the Lessor under any of the other Operative Documents, or under or by reason of this Assignment and the Lessor does hereby waive any and all liability, loss or damage which may or might be asserted against the Credit Bank by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Lease to be performed or discharged by the Lessor thereunder. It is further understood and agreed that this Assignment shall not operate to (i) place responsibility for the control, care, management or repair of the Leased Property upon the Credit Bank, nor for the carrying out of any of the terms and conditions of the Lease or of any of the other Operative Documents (except to the extent expressly provided thereinunreasonably withheld), in any such case binding upon or applicable to the Lessor or (ii) make the Credit Bank responsible or liable for any waste with respect to the Leased Property or any part thereof by the Lessee or any Person other than by the Credit Bank, or for any dangerous or defective condition of the Leased Property or any part thereof, or for any negligence of the management, upkeep, or repair or control of the Leased Property or any part thereof resulting in loss or injury or death to any Lessee, any sublessee, sublessor, licensee, invitee, employee or stranger other than the gross negligence or willful misconduct of the Credit Bank.

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 to such Lenders or Lenders’ Agent as security for Seller’s obligations or its Affiliate’s obligations to Lenders. Accordingly, upon Seller’s request pursuant to a notice hereunder and at Seller’s cost, Buyer shall enter into, and if Buyer is Assignee Buyer, then Assignee Buyer shall cause any guarantor that has provided a guaranty in support of Assignee Buyer’s obligations hereunder to enter into, one or more direct agreements or consent agreements (each, a “Direct Agreement”) pursuant to which Buyer or such guarantor, as applicable: (a) The assignment made hereby is executed as an absolute and present assignment, but is delivered consents to the Credit Bank collateral assignment of Seller’s or its Affiliate’s rights and obligations under this Agreement or the guaranty, as security for the Lessor's obligations applicable, to the Credit Bank Lenders or the Lenders’ Agent and the subsequent assignment and transfer of this Agreement or the guaranty, as applicable, to the Lenders’ Agent or other designee or nominee of the Lenders (including 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 or its Affiliate under the Reimbursement Agreement and other Operative Documents, and financing documents entered into by Seller or its Affiliates with the execution and delivery hereof shall not in any way impair or diminish any obligations of the Lessor as lessor under the Lease or of the Lessor or the Credit Bank under any of the other Operative Documents, nor impair, affect or modify any of the terms and conditions of the Reimbursement Agreement or any of the other Operative Documents, nor shall any of the obligations of the Lessor or of any other Person under any of the Operative Documents (other than the express obligations of the Credit Bank) be imposed upon the Credit Bank, including, but not limited to, collecting Rent or enforcing performance by the Lessee.Lenders; (b) Without limiting provides representations and warranties that this Agreement or the generality guaranty, as applicable, is in full force and effect and has not been modified or amended and that there are no defaults existing under this Agreement or the guaranty, as applicable; (c) in the case of Buyer, provides representations and warranties regarding the corporate existence of Buyer, its authority to enter into and perform this Agreement and that this Agreement is the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, and in the case of guarantor, provides representations and warranties regarding the corporate existence of guarantor, its authority to enter into and perform the guaranty and that the guaranty is the legal, valid and binding obligation of guarantor, enforceable against guarantor in accordance with its terms; (d) agrees to make payments of amounts owed under this Agreement or the guaranty, as applicable, to one or more accounts as notified by Lenders’ Agent from time to time; (e) in the case of Buyer, agrees to give Lenders and Lenders’ Agent notice of and an opportunity to cure any default by Seller under this Agreement; (f) agrees to modify or clarify provisions of this Agreement or the guaranty, as applicable, as reasonably requested by the Lenders or the Lenders’ Agent; and (g) agrees to other undertakings that are normal and customary in financings or refinancings of the foregoing, the Credit Bank shall not be obligated to perform type entered into by Seller or discharge, nor does the Credit Bank hereby undertake to perform or discharge, any obligation, duty or liability of the Lessor under the Lease or of the Lessor under any of the other Operative Documents, or under or by reason of this Assignment its Affiliates and the Lessor does hereby waive any and all liability, loss or damage which may or might be asserted against the Credit Bank by reason of any alleged obligations or undertakings on its part to perform or discharge any of the terms, covenants or agreements contained in the Lease to be performed or discharged by the Lessor thereunder. It is further understood and agreed that this Assignment shall not operate to (i) place responsibility for the control, care, management or repair of the Leased Property upon the Credit Bank, nor for the carrying out of any of the terms and conditions of the Lease or of any of the other Operative Documents (except to the extent expressly provided therein), in any such case binding upon or applicable to the Lessor or (ii) make the Credit Bank responsible or liable for any waste with respect to the Leased Property or any part thereof by the Lessee or any Person other than by the Credit Bank, or for any dangerous or defective condition of the Leased Property or any part thereof, or for any negligence of the management, upkeep, or repair or control of the Leased Property or any part thereof resulting in loss or injury or death to any Lessee, any sublessee, sublessor, licensee, invitee, employee or stranger other than the gross negligence or willful misconduct of the Credit BankLenders.