Common use of Compensation Reimbursement Etc Clause in Contracts

Compensation Reimbursement Etc. (a) Pursuant to the Amended and Restated Contribution and Servicing Agreement, the Servicer has agreed: (i) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as the Servicer and the Trustee have agreed in writing prior to the Closing Date (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), such payment to be made independent of the other payment obligations of the Servicer hereunder; PROVIDED that, if a Servicer Event of Default has occurred and is continuing under Section 10.01 of the Amended and Restated Contribution and Servicing Agreement and the Servicer is no longer DVI, then the Trustee shall be compensated, for all services rendered by it hereunder, on each Payment Date and from Available Funds on deposit in the Collection Account, an amount equal to the sum of the Servicing Fee and the Trustee Fee, such fees to be paid PARI PASSU; (ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Amended and Restated Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its negligence or bad faith; (iii) to pay the Trustee its annual administrative fee on the Closing Date; (iv) to pay the reasonable fees and expenses of Trustee's counsel on the Closing Date; and (v) to pay the reasonable annual administrative fee of each Lock-Box Bank. (b) The Trustee hereby acknowledges and agrees that if the Servicer fails to pay the amounts set forth in Section 7.06(a) of this Amended and Restated Indenture, the Trustee will continue to perform its obligations under this Amended and Restated Indenture, regardless of the Servicer's failure to pay such amounts, until the appointment of a successor Trustee reasonably satisfactory to the Noteholders in accordance with Section 7.08 of this Amended and Restated Indenture; PROVIDED, HOWEVER, that in such event, the Trustee shall withhold amounts otherwise payable to it pursuant to Section 7.06(a) hereof from amounts payable to the Servicer pursuant to Section 3.04(b)(i).

Compensation Reimbursement Etc. (a) Pursuant to the Amended and Restated Contribution and Servicing Agreement, the Servicer has agreed: (i) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as the Servicer and the Trustee have agreed in writing prior to the Closing Date (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), such payment to be made independent of the other payment obligations of the Servicer hereunder; PROVIDED that, if a Servicer Event of Default has occurred and is continuing under Section 10.01 of the Amended and Restated Contribution and Servicing Agreement and the Servicer is no longer DVI, then the Trustee shall be compensated, for all services rendered by it hereunder, on each Payment Date and from Available Funds on deposit in the Collection Account, an amount equal to the sum of the Servicing Fee and the Trustee Fee, such fees to be paid PARI PASSU; (ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Amended and Restated Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its negligence or bad faith; (iii) to pay the Trustee its annual administrative fee on the Closing Date; (iv) to pay the reasonable fees and expenses of Trustee's counsel on the Closing Date; and (v) to pay the reasonable annual administrative fee of each Lock-Box Bank. (b) The Trustee hereby acknowledges and agrees that if the Servicer fails to pay the amounts set forth in Section 7.06(a) of this Amended and Restated Indenture, the Trustee will continue to perform its obligations under this Amended and Restated Indenture, regardless of the Servicer's failure to pay such amounts, until the appointment of a successor Trustee reasonably satisfactory to the Noteholders in accordance with Section 7.08 of this Amended and Restated Indenture; PROVIDED, HOWEVER, that in such event, the Trustee shall withhold amounts otherwise payable to it pursuant to Section 7.06(a) hereof from amounts payable to the Servicer pursuant to Section 3.04(b)(i).

Compensation Reimbursement Etc. (a) Pursuant The compensation payable to the Amended and Restated Contribution and Servicing AgreementEmployee shall be fixed at an annual salary of $125,000. Such compensation may be paid in weekly or in other convenient installments, as determined by the Employer. In addition, the Servicer has agreed: (i) to pay to Board of Directors of Employer may, in its discretion, establish a bonus plan which may include the Trustee from time to time Employee. The terms of any such compensation for all services rendered by it hereunder as bonus plan shall be in the Servicer and the Trustee have agreed in writing prior to the Closing Date (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), such payment to be made independent discretion of the other payment obligations of the Servicer hereunder; PROVIDED that, if a Servicer Event of Default has occurred and is continuing under Section 10.01 of the Amended and Restated Contribution and Servicing Agreement and the Servicer is no longer DVI, then the Trustee shall be compensated, for all services rendered by it hereunder, on each Payment Date and from Available Funds on deposit in the Collection Account, an amount equal to the sum of the Servicing Fee and the Trustee Fee, such fees to be paid PARI PASSU; (ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Amended and Restated Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its negligence or bad faith; (iii) to pay the Trustee its annual administrative fee on the Closing Date; (iv) to pay the reasonable fees and expenses of Trustee's counsel on the Closing Date; and (v) to pay the reasonable annual administrative fee of each Lock-Box BankEmployer. (b) The Trustee hereby acknowledges Employer shall reimburse the Employee on a monthly basis for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that the Employer will not reimburse the Employee for any expense which had not been approved by the Employer prior to such expense; and agrees provided further, that if the Servicer fails Employee shall have previously furnished to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (c) The Employer currently provides to the Employee a leased automobile, with 15 months remaining on such lease. The Employer shall maintain such lease until its expiration, at which time such vehicle shall be returned to the lessor. Thereafter, Employer shall pay to Employee an automobile allowance of $750 per month for each month during the amounts set forth in Section 7.06(aterm hereof. (d) The Employer shall maintain a life insurance policy on the life of the Employee during the term of this Amended and Restated IndentureAgreement in the face amount of $500,000. The Employee, his designee or estate shall be the Trustee will continue to perform its obligations under this Amended and Restated Indenture, regardless beneficiary of $250,000 of the Servicer's failure to pay death benefit of such amountslife insurance policy and, until the appointment date that the Employer refinances its existing note and mortgage encumbering its facilities (the "Note"), $250,000 of a successor Trustee reasonably satisfactory to the Noteholders in accordance with Section 7.08 of this Amended and Restated Indenture; PROVIDED, HOWEVER, that in such event, the Trustee death benefit shall withhold amounts otherwise payable to it pursuant to Section 7.06(a) hereof from amounts be payable to the Servicer pursuant Employer, but pledged as additional security for the Note. After the Note is refinanced, the death benefit previously pledged as additional security for the Note shall be payable to Section 3.04(b)(i)the Employee's designated beneficiary.

Compensation Reimbursement Etc. (a) Pursuant to During the Amended Employment Period and Restated Contribution and Servicing Agreementany Renewal Period, the Servicer has agreed: (i) to Employer shall pay to the Trustee from time to time such Employee as compensation for all services rendered by it hereunder the Employee a yearly salary of $350,000 (the "Base Salary") which will be paid in semi-monthly installments of $14,583.33 in accordance with the Employer’s regularly-scheduled pay days and subject to applicable deductions and withholdings. This is an exempt position under the Fair Labor Standards Act, and as the Servicer and the Trustee have agreed in writing prior to the Closing Date (which compensation such, Employee shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), such payment to be made independent of the other payment obligations of the Servicer hereunder; PROVIDED that, if a Servicer Event of Default has occurred and is continuing under Section 10.01 of the Amended and Restated Contribution and Servicing Agreement and the Servicer is no longer DVI, then the Trustee shall be compensated, eligible for all services rendered by it hereunder, on each Payment Date and from Available Funds on deposit in the Collection Account, an amount equal to the sum of the Servicing Fee and the Trustee Fee, such fees to be paid PARI PASSU; (ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Amended and Restated Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its negligence or bad faith; (iii) to pay the Trustee its annual administrative fee on the Closing Date; (iv) to pay the reasonable fees and expenses of Trustee's counsel on the Closing Date; and (v) to pay the reasonable annual administrative fee of each Lock-Box Bankovertime payments. (b) The Trustee hereby acknowledges and agrees that if Employer shall have the Servicer fails right but not the obligation to pay increase the amounts set forth in Section 7.06(a) of this Amended and Restated IndentureEmployee’s compensation from time to time. However, the Trustee Employee shall not be eligible for a compensation increase prior to January 1, 2017. (c) During the Employment Period and any Renewal Period, the Employer will continue to perform its obligations reimburse the Employee for all pre-approved reasonable expenses incurred by the Employee in the performance of his duties under this Amended and Restated IndentureAgreement. The Employee must furnish to the Employer an itemized account, regardless of the Servicer's failure to pay such amounts, until the appointment of a successor Trustee reasonably satisfactory to the Noteholders Employer, in substantiation of all such pre-approved expenditures. No other reimbursements (except as set forth herein) shall be permitted. (d) During the Employment Period and any Renewal Period, and subject to all eligibility requirements contained in this Agreement, the Employee may be entitled to such fringe benefits as are provided to its current full-time employees in accordance with Section 7.08 any applicable governing plan documents. As of this Amended the Commencement Date, Employee shall be entitled to receive health, dental, vision, and Restated Indenture; PROVIDED, HOWEVER, that in such eventshort-term and long-term disability insurance coverage at no cost to Employee and up to six percent 401(k) matching. Such continued benefits are subject to change, the Trustee Employer reserves the right to amend, suspend, discount or terminate any such benefit or benefit plan, and the benefit plan documents shall withhold amounts control in all cases. (e) Employee shall receive a one-time sign-on bonus in the total amount of $43,749.99, subject to applicable withholdings, on the first payroll date following the Commencement Date. (f) Employee’s annual target bonus will be 150% of his base salary with a stretch target of 200% of his base salary (the “Annual Bonus”). During the Employment Period and any Renewal Period, the Annual Bonus will be purely discretionary on the part of the Employer, and it will be based on achievement of various performance milestones of the Employer, Tellurian and the Employee throughout the course of the year. Such milestones shall be agreed between Employee and the President of Tellurian in coordination with Employer. Employee’s bonus for calendar year 2016 shall not be prorated. Employee must be employed on the date on which the annual bonus payment is paid in order to be eligible to receive the Annual Bonus. (g) Employee will be granted 500,000 restricted shares of Tellurian common stock under the terms of the Tellurian Investments Inc. 2016 Omnibus Incentive Plan (the “Plan”). The terms and conditions applicable to such shares, including vesting and forfeiture, shall be governed by the terms of the Plan and the applicable award agreement. Any further stock grants, phantom units, or other equity incentives under the Plan or otherwise payable to it pursuant to Section 7.06(awill be at the Employer’s discretion. (h) hereof from amounts payable to During the Servicer pursuant to Section 3.04(b)(iEmployment Period and any Renewal Period, Employee will also receive the following: (1) a company-provided parking space; (2) reimbursement for his cell phone expenses (or a company provided and paid for phone); and (3) membership and paid expenses at the Petroleum Club.

Compensation Reimbursement Etc. (a) Pursuant to the Amended and Restated Contribution and Servicing Agreement, the Servicer has agreed: (i) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as the Servicer and the Trustee have agreed in writing prior to the Closing Date (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), such payment to be made independent of the other payment obligations of the Servicer hereunder; PROVIDED that, if a Servicer Event of Default has occurred and is continuing under Section 10.01 of the Amended and Restated Contribution and Servicing Agreement and the Servicer is no longer DVI, then the Trustee shall be compensated, for all services rendered by it hereunder, on each Payment Date and from Available Funds on deposit in the Collection Account, an amount equal to the sum of the Servicing Fee and the Trustee Fee, such fees to be paid PARI PASSU; (ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Amended and Restated Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its negligence or bad faith; (iii) to pay the Trustee its annual administrative fee on the Closing Date; (iv) to pay the reasonable fees and expenses of Trustee's counsel on the Closing Date; and (v) to pay the reasonable annual administrative fee of each Lock-Box Bank. (b) The Trustee hereby acknowledges and agrees that if the Servicer fails to pay the amounts set forth in Section 7.06(a) of this Amended and Restated Indenture, the Trustee will continue to perform its obligations under this Amended and Restated Indenture, regardless of the Servicer's failure to pay such amounts, until the appointment of a successor Trustee reasonably satisfactory to the Noteholders in accordance with Section 7.08 of this Amended and Restated Indenture; PROVIDED, HOWEVER, that in such event, the Trustee shall withhold amounts otherwise payable to it pursuant to Section 7.06(a) hereof from amounts payable to the Servicer pursuant to Section 3.04(b)(i).

Compensation Reimbursement Etc. (a) Pursuant The Employer will pay the Employee a salary of £267,000 per annum (the "Reference Salary") (subject to the Amended and Restated Contribution and Servicing Agreement, the Servicer has agreed: (i) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as the Servicer and the Trustee have agreed in writing prior to the Closing Date (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), such payment to be made independent of the other payment obligations of the Servicer hereunder; PROVIDED that, if a Servicer Event of Default has occurred and is continuing under Section 10.01 of the Amended and Restated Contribution and Servicing Agreement and the Servicer is no longer DVI, then the Trustee shall be compensated, for all services rendered by it hereunder, on each Payment Date and from Available Funds on deposit in the Collection Account, an amount equal to the sum of the Servicing Fee and the Trustee Fee, such fees to be paid PARI PASSU; (ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision terms of this Amended and Restated Indenture Agreement). The Reference Salary will normally be payable in equal monthly installments on or about the fifteenth (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its negligence or bad faith; (iii15th) to pay the Trustee its annual administrative fee on the Closing Date; (iv) to pay the reasonable fees and expenses of Trustee's counsel on the Closing Date; and (v) to pay the reasonable annual administrative fee day of each Lock-Box Bankcalendar month. (b) The Trustee hereby acknowledges and agrees that if Employee shall receive a one time signing bonus in the Servicer fails amount of £89,000, payable at the first payroll cycle. (c) The Employer shall have the right but not the obligation to pay increase the amounts set forth Employee’s compensation from time to time. (d) The Employer will reimburse the Employee for all pre-approved reasonable expenses incurred by the Employee in Section 7.06(a) the performance of this Amended and Restated Indenture, the Trustee will continue to perform its obligations his duties under this Amended and Restated IndentureAgreement. The Employee must furnish to the Employer an itemised account, regardless of the Servicer's failure to pay such amounts, until the appointment of a successor Trustee reasonably satisfactory to the Noteholders Employer, in substantiation of all such pre-approved expenditures. No other reimbursements (except as set forth herein) shall be permitted. (e) Subject to all eligibility requirements contained in this Agreement, the Employee may be entitled to such fringe benefits as are provided to its current employees in accordance with Section 7.08 any applicable governing plan documents. As of the Commencement Date, the Employee shall be entitled to receive private medical insurance, dental insurance, death in service cover, permanent health cover at no cost to the Employee. Such benefits are subject to change and the Employer reserves the right to amend, suspend, discount or terminate any such benefit or benefit plan, and the benefit plan documents shall control in all cases. (f) As at the date of this Amended and Restated Indenture; PROVIDED, HOWEVER, that in such eventAgreement, the Trustee shall withhold amounts otherwise payable Employer does not operate a company pension scheme in which the Employee will participate by virtue of the employment. However, the Employer intends to it set up a pension scheme which the Employee will be entitled to participate in and pursuant to Section 7.06(awhich the Employer will make contributions at a rate that matches contributions by the Employee up to a maximum of six per cent per annum of the Reference Salary. In the event that the Employer does not set up such a scheme within six (6) hereof from amounts payable months of the Commencement Date, the Employer will make contributions to a personal pension scheme of the Servicer pursuant Employee's choosing at a rate that matches contributions by the Employee up to Section 3.04(b)(ia maximum of six per cent per annum of the Reference Salary. (g) Employee’s annual target bonus will be 150% of his Reference Salary with a stretch target of 200% of his Reference Salary (the “Annual Bonus”). The Annual Bonus will be purely discretionary on the part of the Employer, and it will be based on achievement of various performance milestones of the Employer and the Employee throughout the course of the year. Such milestones shall be agreed between the Employee and the Employer. Employee’s bonus for calendar year 2016 shall not be prorated. The Employee must be employed on the date on which the annual bonus payment is paid in order to be eligible to receive the Annual Bonus. (h) Employee will be granted 500,000 restricted shares of Tellurian Investments Inc. common stock under the terms of the Tellurian Investments Inc. 2016 Omnibus Incentive Plan (the “Plan”). The terms and conditions applicable to such shares, including vesting and forfeiture, shall be governed by the terms of the Plan and the applicable award agreement. Any further stock grants, phantom units, or other equity incentives under the Plan or otherwise will be at the Employer’s discretion. (i) The Employee will also be reimbursed for his mobile phone expenses (or a company provided and paid for phone).

Compensation Reimbursement Etc. (a) Pursuant to the Amended and Restated Contribution and Servicing Agreement, the Servicer has agreed: (i) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as the Servicer and the Trustee have agreed in writing prior to the Closing Date (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), such payment to be made independent of the other payment obligations of the Servicer hereunder; PROVIDED that, if a Servicer Event of Default has occurred and is continuing under Section 10.01 of the Amended and Restated Contribution and Servicing Agreement and the Servicer is no longer DVI, then the Trustee shall be compensated, for all services rendered by it hereunder, on each Payment Date and Date, from Available Funds on deposit in the Collection Account, an amount equal to the sum of the Servicing Fee and the Trustee Fee, such fees to be paid PARI PASSU; (ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Amended and Restated Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its negligence negligence, fraud, willful misconduct or bad faith; (iii) to pay the Trustee its annual administrative fee on the Closing Date; (iv) to pay the reasonable fees and expenses of Trustee's counsel on the Closing Date; and (v) to pay the reasonable annual administrative fee of each Lock-Box Bank. (b) The Trustee hereby acknowledges and agrees that if the Servicer fails to pay the amounts set forth in Section 7.06(a) of this Amended and Restated Indenture, the Trustee will continue to perform its obligations under this Amended and Restated Indenture, regardless of the Servicer's failure to pay such amounts, until the appointment of a successor Trustee reasonably satisfactory to the Noteholders in accordance with Section 7.08 of this Amended and Restated Indenture; PROVIDED, HOWEVER, that in such event, the Trustee shall withhold amounts otherwise payable to it pursuant to Section 7.06(a) hereof from amounts payable to the Servicer pursuant to Section 3.04(b)(i).

Compensation Reimbursement Etc. (a) Pursuant to the Amended and Restated Contribution and Servicing Agreement, the The Servicer has agreedagrees: (i) to pay pay, to the extent that such amounts are not paid pursuant to Section 3.07(b), to the Trustee from time to time such compensation for all services rendered by it hereunder as the Servicer and specified by the Trustee have agreed in writing prior to the Closing Date Fee Letter (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), such payment to be made independent of the other payment obligations of the Servicer hereunder; PROVIDED that, if a Servicer Event of Default has occurred and is continuing under Section 10.01 of the Amended and Restated Contribution and Servicing Agreement and the Servicer is no longer DVI, then the Trustee shall be compensated, for all services rendered by it hereunder, on each Payment Date and from Available Funds on deposit in the Collection Account, an amount equal to the sum of the Servicing Fee and the Trustee Fee, such fees to be paid PARI PASSU;and (ii) except as otherwise expressly provided herein, to reimburse reimburse, to the extent that such amounts are not paid pursuant to Section 3.07(b), the Trustee upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Amended and Restated Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its gross negligence or bad faith;. (iii) to pay the Trustee its annual administrative fee in advance on the Closing Date; (iv) to pay the Trustee all indemnified amounts specified in Section 8.11; (v) to indemnify and hold the Trustee harmless from any and all claims, damages, losses, costs or expenses (including, without limitation attorneys' fees and disbursements) incurred by the Trustee in any manner or way related to the Lock Box Account or the Lock Box Agreement; and (vi) to pay the reasonable fees and expenses of the Trustee's counsel on the Closing Date; and (v) , subject to pay the reasonable annual administrative fee limit specified in the Trustee Fee Letter. Limitations specified in this Indenture as to rights to collect payments from the Company or out of each Lock-Box Bank. (b) The Trustee hereby acknowledges and agrees that if the Trust Property are not intended to limit in any respect the obligations of the Servicer fails pursuant to pay the amounts set forth in Section 7.06(a) this Section. The provisions of this Amended and Restated Indenture, the Trustee will continue to perform its obligations under Section 7.06 shall survive any termination of this Amended and Restated Indenture, regardless of the Servicer's failure to pay such amounts, until the appointment of a successor Trustee reasonably satisfactory to the Noteholders Indenture in accordance with Section 7.08 of this Amended 11.01 hereof and Restated Indenture; PROVIDED, HOWEVER, that in such event, the payments and indemnities provided for herein shall be provided to the Trustee shall withhold amounts otherwise payable to by the initial Servicer irrespective of any resignation or removal of it pursuant to Section 7.06(a) hereof from amounts payable to as the Servicer pursuant to Section 3.04(b)(i)initial Servicer.

Compensation Reimbursement Etc. (a) Pursuant to the Amended and Restated Contribution and Servicing Agreement, the Servicer has agreed: (i) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as the Servicer and the Trustee have agreed in writing prior to the Closing Date (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), such payment to be made independent of the other payment obligations of the Servicer hereunder; PROVIDED that, if a Servicer Event of Default has occurred and is continuing under Section 10.01 of the Amended and Restated Contribution and Servicing Agreement and the Servicer is no longer DVI, then the Trustee shall be compensated, for all services rendered by it hereunder, on each Payment Date and from Available Funds on deposit in the Collection Account, an amount equal to the sum of the Servicing Fee and the Trustee Fee, such fees to be paid PARI PASSU; (ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Amended and Restated Indenture (including the reasonable 50 compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its negligence or bad faith; (iii) to pay the Trustee its annual administrative fee on the Closing Date; (iv) to pay the reasonable fees and expenses of Trustee's counsel on the Closing Date; and (v) to pay the reasonable annual administrative fee of each Lock-Box Bank. (b) The Trustee hereby acknowledges and agrees that if the Servicer fails to pay the amounts set forth in Section 7.06(a) of this Amended and Restated Indenture, the Trustee will continue to perform its obligations under this Amended and Restated Indenture, regardless of the Servicer's failure to pay such amounts, until the appointment of a successor Trustee reasonably satisfactory to the Noteholders in accordance with Section 7.08 of this Amended and Restated Indenture; PROVIDEDprovided, HOWEVERhowever, that in such event, the Trustee shall withhold amounts otherwise payable to it pursuant to Section 7.06(a) hereof from amounts payable to the Servicer pursuant to Section 3.04(b)(i).

Compensation Reimbursement Etc. (a) Pursuant to During the Amended Employment Period and Restated Contribution and Servicing Agreementany Renewal Period, the Servicer has agreed: (i) to Employer shall pay to the Trustee from time to time such Employee as compensation for all services rendered by it hereunder the Employee a yearly salary of $350,000 (the "Base Salary") which will be paid in semi-monthly installments of $14,583.33 in accordance with the Employer’s regularly-scheduled pay days and subject to applicable deductions and withholdings. This is an exempt position under the Fair Labor Standards Act, and as the Servicer and the Trustee have agreed in writing prior to the Closing Date (which compensation such, Employee shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), such payment to be made independent of the other payment obligations of the Servicer hereunder; PROVIDED that, if a Servicer Event of Default has occurred and is continuing under Section 10.01 of the Amended and Restated Contribution and Servicing Agreement and the Servicer is no longer DVI, then the Trustee shall be compensated, eligible for all services rendered by it hereunder, on each Payment Date and from Available Funds on deposit in the Collection Account, an amount equal to the sum of the Servicing Fee and the Trustee Fee, such fees to be paid PARI PASSU; (ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Amended and Restated Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its negligence or bad faith; (iii) to pay the Trustee its annual administrative fee on the Closing Date; (iv) to pay the reasonable fees and expenses of Trustee's counsel on the Closing Date; and (v) to pay the reasonable annual administrative fee of each Lock-Box Bankovertime payments. (b) The Trustee hereby acknowledges and agrees that if Employer shall have the Servicer fails right but not the obligation to pay increase the amounts set forth in Section 7.06(a) of this Amended and Restated IndentureEmployee’s compensation from time to time. However, the Trustee Employee shall not be eligible for a compensation increase prior to January 1, 2017. (c) During the Employment Period and any Renewal Period, the Employer will continue to perform its obligations reimburse the Employee for all pre-approved reasonable expenses incurred by the Employee in the performance of his duties under this Amended and Restated IndentureAgreement. The Employee must furnish to the Employer an itemized account, regardless of the Servicer's failure to pay such amounts, until the appointment of a successor Trustee reasonably satisfactory to the Noteholders Employer, in substantiation of all such pre-approved expenditures. No other reimbursements (except as set forth herein) shall be permitted. (d) During the Employment Period and any Renewal Period, and subject to all eligibility requirements contained in this Agreement, the Employee may be entitled to such fringe benefits as are provided to its current full-time employees in accordance with Section 7.08 any applicable governing plan documents. As of this Amended the Commencement Date, Employee shall be entitled to receive health, dental, vision, and Restated Indenture; PROVIDED, HOWEVER, that in such eventshort-term and long-term disability insurance coverage at no cost to Employee and up to six percent 401(k) matching. Such continued benefits are subject to change, the Trustee Employer reserves the right to amend, suspend, discount or terminate any such benefit or benefit plan, and the benefit plan documents shall withhold amounts control in all cases. (e) Employee shall receive a one-time sign-on bonus in the total amount of $29,166.67, subject to applicable withholdings, on the first payroll date following the Commencement Date. (f) Employee’s annual target bonus will be 150% of his base salary with a stretch target of 200% of his base salary (the “Annual Bonus”). During the Employment Period and any Renewal Period, the Annual Bonus will be purely discretionary on the part of the Employer, and it will be based on achievement of various performance milestones of the Employer, Tellurian and the Employee throughout the course of the year. Such milestones shall be agreed between Employee and the President of Tellurian in coordination with Employer. Employee’s bonus for calendar year 2016 shall not be prorated. Employee must be employed on the date on which the annual bonus payment is paid in order to be eligible to receive the Annual Bonus. (g) Employee will be granted 500,000 restricted shares of Tellurian common stock under the terms of the Tellurian Investments Inc. 2016 Omnibus Incentive Plan (the “Plan”). The terms and conditions applicable to such shares, including vesting and forfeiture, shall be governed by the terms of the Plan and the applicable award agreement. Any further stock grants, phantom units, or other equity incentives under the Plan or otherwise payable to it pursuant to Section 7.06(awill be at the Employer’s discretion. (h) hereof from amounts payable to During the Servicer pursuant to Section 3.04(b)(iEmployment Period and any Renewal Period, Employee will also receive the following: (1) a company-provided parking space; (2) reimbursement for his cell phone expenses (or a company provided and paid for phone); and (3) membership and paid expenses at the Petroleum Club.

Compensation Reimbursement Etc. (a) Pursuant to the Amended and Restated Contribution and Servicing Agreement, the Servicer has agreed: (i) to The Employer shall pay to the Trustee from time to time such Employee as compensation for all services rendered by it hereunder the Employee during the term of this Agreement a basic annualized salary of $300,000 per year (the "Basic Salary"), or such other sum as the Servicer and parties may agree on from time to time, payable monthly or in other more frequent installments, as determined by the Trustee Employer. The Board of Directors of the Employer shall have agreed the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of Directors of the Employer, in writing prior its discretion, may, with respect to any year during the term hereof, award a bonus or bonuses to the Closing Date (which compensation shall not be limited by any provision of law Employee in regard addition to the bonuses provided for in Section 3(b). The compensation of a trustee of an express trust), such payment provided for in this Section 3(a) shall be in addition to be made independent any pension or profit sharing payments set aside or allocated for the benefit of the other payment obligations of the Servicer hereunder; PROVIDED that, if a Servicer Event of Default has occurred and is continuing under Section 10.01 of the Amended and Restated Contribution and Servicing Agreement and the Servicer is no longer DVI, then the Trustee shall be compensated, for all services rendered by it hereunder, on each Payment Date and from Available Funds on deposit in the Collection Account, an amount equal to the sum of the Servicing Fee and the Trustee Fee, such fees to be paid PARI PASSU; (ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Amended and Restated Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its negligence or bad faith; (iii) to pay the Trustee its annual administrative fee on the Closing Date; (iv) to pay the reasonable fees and expenses of Trustee's counsel on the Closing Date; and (v) to pay the reasonable annual administrative fee of each Lock-Box BankEmployee. (b) The Trustee hereby acknowledges and agrees that if In addition to the Servicer fails Basic Salary paid pursuant to pay the amounts set forth in Section 7.06(a) of this Amended and Restated Indenture3(a), the Trustee will continue to perform its obligations Employer shall pay as incentive compensation a semi annual bonus based upon the Employee's performance and computed in accordance with the incentive bonus plan adopted each year by the Board of Directors of the Employer. (c) The Employer shall reimburse the Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Amended and Restated IndentureAgreement; provided, regardless of however, that the Servicer's failure Employee must furnish to pay such amountsthe Employer an itemized account, until the appointment of a successor Trustee reasonably satisfactory to the Noteholders Employer, in substantiation of such expenditures. (d) The Employee shall be entitled to such fringe benefits including, but not limited to, medical and insurance benefits as may be provided from time to time by the Employer to other management employees of the Employer. (e) The Employee shall provide his own automobile for use as an employee hereunder. The Employee shall at all times maintain said automobile in good repair and condition and shall insure both Employer and Employee against claims for bodily injury, death or property damage occurring as a result of its use to the limit of not less than Five Hundred Thousand ($500,000.00) Dollars in respect to personal injury to any one person and to the limit of not less than One Million ($1,000,000.00) Dollars in respect to personal injury in any one accident and to the limit of not less than One Hundred Thousand ($100,000.00) Dollars in respect to property damage. The Employer shall provide the Employee with an automobile allowance of $2,000 per month ($24,000 per year). (f) No later than 30 days after the date of this Agreement, the Employee shall receive one or more nonqualified stock options to purchase an aggregate of 60,000 shares of the Employer's common stock. The right to purchase such stock shall be nontransferable and shall vest in equal thirds on each one year anniversary date of the date of execution of this Agreement over a 3 year period commencing one year after the date of execution of this Agreement and such vesting shall continue during such period as the Employee is continuing to receive and/or entitled to receive compensation under this Agreement. The option price on the options shall be equal to the closing market price of the stock on the date of grant. The Employer may grant said stock options either under the Employer's currently existing stock option plans ("Plans"), or in such other manner as may be determined by the Employer; provided, however, that the terms pursuant to which the stock option is granted, if granted outside of the Plans, shall be substantially similar to the terms of grant contained in the Plans. (g) The Employee shall be entitled to reimbursement of relocation expenses associated with the Employee's initial move to Florida, all in accordance with Section 7.08 the standard relocation expense reimbursement policy of this Amended and Restated Indenture; PROVIDED, HOWEVER, the Employer that is in such event, effect for other management employees of the Trustee shall withhold amounts otherwise payable to it pursuant to Section 7.06(a) hereof from amounts payable to the Servicer pursuant to Section 3.04(b)(i)Employer.

Compensation Reimbursement Etc. (a) Pursuant to the Amended and Restated Contribution and Servicing Agreement, the The Servicer has agreedagrees: (i) to pay pay, to the extent that such amounts are not paid pursuant to Section 3.07(b), to the Trustee from time to time such compensation for all services rendered by it hereunder as the Servicer and specified by the Trustee have agreed in writing prior to the Closing Date Fee Letter (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), such payment to be made independent of the other payment obligations of the Servicer hereunder; PROVIDED that, if a Servicer Event of Default has occurred and is continuing under Section 10.01 of the Amended and Restated Contribution and Servicing Agreement and the Servicer is no longer DVI, then the Trustee shall be compensated, for all services rendered by it hereunder, on each Payment Date and from Available Funds on deposit in the Collection Account, an amount equal to the sum of the Servicing Fee and the Trustee Fee, such fees to be paid PARI PASSU;and (ii) except as otherwise expressly provided herein, to reimburse reimburse, to the extent that such amounts are not paid pursuant to Section 3.07(b), the Trustee upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Amended and Restated Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its gross negligence or bad faith;. (iii) to pay the Backup Trustee its annual administrative fee the Backup Trustee Fee payable on the Closing Date; (iv) to pay the Trustee all indemnified amounts specified in Section 8.11; (v) to indemnify and hold the Trustee harmless from any and all claims, damages, losses, costs or expenses (including, without limitation attorneys' fees and disbursements) incurred by the Trustee in any manner or way related to the Lock Box Account or the Lock Box Agreement; and (vi) to pay the reasonable fees and expenses of the Trustee's counsel on the Closing Date; and (v) , subject to pay the reasonable annual administrative fee limit specified in the Trustee Fee Letter. Limitations specified in this Indenture as to rights to collect payments from the Company or out of each Lock-Box Bank. (b) The Trustee hereby acknowledges and agrees that if the Trust Property are not intended to limit in any respect the obligations of the Servicer fails pursuant to pay the amounts set forth in Section 7.06(a) this Section. The provisions of this Amended and Restated Indenture, the Trustee will continue to perform its obligations under Section 7.06 shall survive any termination of this Amended and Restated Indenture, regardless of the Servicer's failure to pay such amounts, until the appointment of a successor Trustee reasonably satisfactory to the Noteholders Indenture in accordance with Section 7.08 11.01 hereof and the payments and indemnities provided for herein shall be provided to the Trustee by the initial Servicer irrespective of this Amended and Restated Indenture; PROVIDED, HOWEVER, that any resignation or removal of it as the initial Servicer. When the Trustee incurs expenses or renders services in such eventconnection with an Event of Default specified in Section 6.01(v) or Section 6.01 (vi), the Trustee shall withhold amounts otherwise payable expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to it pursuant to Section 7.06(a) hereof from amounts payable to the Servicer pursuant to Section 3.04(b)(i)constitute expenses of administration under any applicable Federal or state bankruptcy, insolvency or other similar law.

Compensation Reimbursement Etc. (a) Pursuant The compensation payable to the Amended and Restated Contribution and Servicing AgreementEmployee shall be fixed at an annual salary of $125,000. Such compensation may be paid in weekly or in other convenient installments, as determined by the Employer. In addition, the Servicer has agreed: (i) to pay to Board of Directors of Employer may, in its discretion, establish a bonus plan which may include the Trustee from time to time Employee. The terms of any such compensation for all services rendered by it hereunder as bonus plan shall be in the Servicer and the Trustee have agreed in writing prior to the Closing Date (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), such payment to be made independent discretion of the other payment obligations of the Servicer hereunder; PROVIDED that, if a Servicer Event of Default has occurred and is continuing under Section 10.01 of the Amended and Restated Contribution and Servicing Agreement and the Servicer is no longer DVI, then the Trustee shall be compensated, for all services rendered by it hereunder, on each Payment Date and from Available Funds on deposit in the Collection Account, an amount equal to the sum of the Servicing Fee and the Trustee Fee, such fees to be paid PARI PASSU; (ii) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Trustee in accordance with any provision of this Amended and Restated Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement, or advance as may be attributable to its negligence or bad faith; (iii) to pay the Trustee its annual administrative fee on the Closing Date; (iv) to pay the reasonable fees and expenses of Trustee's counsel on the Closing Date; and (v) to pay the reasonable annual administrative fee of each Lock-Box BankEmployer. (b) The Trustee hereby acknowledges Employer shall reimburse the Employee on a monthly basis for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that the Employer will not reimburse the Employee for any expense which had not been approved by the Employer prior to such expense; and agrees provided further, that if the Servicer fails Employee shall have previously furnished to the Employer an itemized account, satisfactory to the Employer, in substantiation of such expenditures. (c) The Employer currently provides to the Employee a leased automobile, with ____ months remaining on such lease. The Employer shall maintain such lease until its expiration, at which time such vehicle shall be returned to the lessor. Thereafter, Employer shall pay to Employee an automobile allowance of $750 per month for each month during the amounts set forth in Section 7.06(aterm hereof. (d) The Employer shall maintain a life insurance policy on the life of the Employee during the term of this Amended and Restated IndentureAgreement in the face amount of $500,000. The Employee, his designee or estate shall be the Trustee will continue to perform its obligations under this Amended and Restated Indenture, regardless beneficiary of $250,000 of the Servicer's failure to pay death benefit of such amountslife insurance policy and, until the appointment date that the Employer refinances its existing note and mortgage encumbering its facilities (the "Note"), $250,000 of a successor Trustee reasonably satisfactory to the Noteholders in accordance with Section 7.08 of this Amended and Restated Indenture; PROVIDED, HOWEVER, that in such event, the Trustee death benefit shall withhold amounts otherwise payable to it pursuant to Section 7.06(a) hereof from amounts be payable to the Servicer pursuant Employer, but pledged as additional security for the Note. After the Note is refinanced, the death benefit previously pledged as additional security for the Note shall be payable to Section 3.04(b)(i)the Employee's designated beneficiary.