Common use of Project Development Clause in Contracts

Project Development. Receipt by the Intercreditor Agent of true, complete and correct copies of: (i) a certificate of the Obligors attaching the updated Construction Budget and Schedule with respect to the Development, substantially in the form attached as Schedule D - 1 (Construction Budget and Schedule – Construction Budget) and Schedule D - 2 (Construction Budget and Schedule – Construction Schedule) hereto, which shall include a list or schedule of the amount of Project Costs paid by the Obligors with respect to the Phase 2 LNG Facility prior to the Upsize Closing Date, and certifying that: (A) such budget and schedule is the best reasonable estimate of the information set forth therein as of the date of such certificate; and (B) such budget and schedule is based on assumptions made in good faith and believed reasonable at the time made in light of the legal and factual circumstances then applicable to the Development and is consistent with the requirements of the Transaction Documents; (ii) a certificate of the Obligors attaching the updated Base Case Forecast, which demonstrates compliance with the Base Case Sizing Criteria, and certifying that: (A) the projections in the Base Case Forecast were made in good faith; and (B) the assumptions on the basis of which such projections were made were believed by the Borrower (when made and delivered) to be reasonable and consistent with the Construction Budget and Schedule and the Transaction Documents; (iii) an updated final report of the Independent Engineer (including certifications and discussions therein relating to the adequacy of the contingency relating to the Project to satisfy potential cost overruns with respect to the Development), together with a reliance letter from the Independent Engineer in form and substance reasonably satisfactory to the Credit Facility Agent; (iv) a final report of the CCRA Consultant, together with a reliance letter from the CCRA Consultant in form and substance reasonably satisfactory to the Credit Facility Agent; (v) the reports entitled “Plaquemines LNG Project – Updated Final Commercial Due Diligence Report,” dated March 14, 2022 and “Independent Commercial Evaluation Report – Plaquemines Phase 2 LNG Project,” dated February 3, 2023, together with a reliance letter from the Market Consultant in form and substance reasonably satisfactory to the Credit Facility Agent; (vi) final reports prepared by the Environmental Consultants, described on Schedule X (Phase I Environmental Assessments) hereto, together with a reliance letter from each Environmental Consultant, each in form and substance reasonably satisfactory to the Credit Facility Agent; and (vii) a certificate of the Independent Engineer (A) concurring with the Borrower’s certification in sub-clause (i) above and (B) validating the Obligors’ list or schedule of the amount of Project Costs in relation to the Phase 2 LNG Facility paid by the Borrower prior to the Upsize Closing Date referred to in sub-clause (i) above, which such list shall specify such Project Costs paid (x) from the Excess Equity Proceeds Account and (y) by the Sponsor;

Project Development. Receipt by the Intercreditor Agent of true, complete and correct copies of: (i) a certificate of the Obligors attaching the updated Construction Budget and Schedule with respect to the Development, substantially in the form attached as Schedule D - 1 (Construction Budget and Schedule – Construction Budget) and Schedule D - 2 (Construction Budget and Schedule – Construction Schedule) hereto, which shall include a list or schedule of the amount of Project Costs paid by the Obligors with respect to the Phase 2 LNG Facility prior to the Upsize Closing Date, and certifying that: (A) such budget and schedule is the best reasonable estimate of the information set forth therein as of the date of such certificate; and (B) such budget and schedule is based on assumptions made in good faith and believed reasonable at the time made in light of the legal and factual circumstances then applicable to the Development and is consistent with the requirements of the Transaction Documents; (ii) a certificate of the Obligors attaching the updated Base Case Forecast, which demonstrates compliance with the Base Case Sizing Criteria, and certifying that: (A) the projections in the Base Case Forecast were made in good faith; and (B) the assumptions on the basis of which such projections were made were believed by the Borrower (when made and delivered) to be reasonable and consistent with the Construction Budget and Schedule and the Transaction Documents; (iii) an updated a final report of the Independent Engineer (including certifications and discussions therein relating to the adequacy of the contingency relating to the Project to satisfy potential cost overruns with respect to the Development), together with a reliance letter from the Independent Engineer in form and substance reasonably satisfactory to the Credit Facility Agent; (iv) a final report of prepared by the CCRA Market Consultant, together with a reliance letter from the CCRA Consultant in form and substance reasonably satisfactory to the Credit Facility Agent; (v) the reports entitled “Plaquemines LNG Project – Updated Final Commercial Due Diligence Report,” dated March 14, 2022 and “Independent Commercial Evaluation Report – Plaquemines Phase 2 LNG Project,” dated February 3, 2023, together with a reliance letter from the Market Consultant in form and substance reasonably satisfactory to the Credit Facility Agent; (viv) final reports prepared by the Environmental ConsultantsConsultant, described on Schedule X (Phase I Environmental Assessments) hereto, together with a reliance letter from each the Environmental Consultant, each in form and substance reasonably satisfactory to the Credit Facility Agent; and (viivi) a certificate of the Independent Engineer (A) concurring with the Borrower’s certification in sub-clause (i) above and (B) validating the Obligors’ list or schedule of the amount of Project Costs in relation to the Phase 2 LNG Facility paid by the Borrower prior to the Upsize Closing Date referred to in sub-clause (i) above, which such list shall specify such Project Costs paid (x) from the Excess Equity Proceeds Account and (y) by the Sponsor;

Project Development. Receipt by the Intercreditor The P1 Administrative Agent of true, complete and correct copies ofshall have received: (i) a duly executed certificate executed by an Authorized Officer of the Obligors attaching Borrower certifying (A) that attached to such certificate is a true, correct and complete copy of the updated Construction Budget and Schedule, (B) that such budget and schedule have been prepared on a reasonable basis and in good faith and upon assumptions believed by the Borrower to be reasonable at the time when made and on the Closing Date, (C) that the Construction Budget and Schedule with respect to the Development, substantially in the form attached as Schedule D - 1 (Construction Budget and Schedule – Construction Budget) and Schedule D - 2 (Construction Budget and Schedule – Construction Schedule) hereto, which shall include a list or schedule of the amount of Project Costs paid by the Obligors with respect to the Phase 2 LNG Facility prior to the Upsize Closing Date, and certifying that: (A) such budget and schedule is the best reasonable estimate of the information set forth therein as of the date of such certificate; and (B) such budget and schedule is based on assumptions made in good faith and believed reasonable at the time made in light of the legal and factual circumstances then applicable to the Development and is are consistent with the requirements of the Credit Agreement Transaction Documents, and (D) the Borrower is in compliance with the Environmental and Social Action Plan; (ii) a certificate copy of the Obligors attaching the updated Base Case Forecast, which demonstrates compliance with the Base Case Sizing CriteriaForecast in form and substance reasonably satisfactory to the P1 Administrative Agent, the Senior Lenders, and the Revolving LC Issuing Bank that demonstrates that all Construction/Term Loans shall be capable of amortization such that the Credit Agreement Projected DSCR commencing on the Initial Principal Payment Date and for each four-Fiscal Quarter period (as of the end of each Fiscal Quarter) through the term of the Notional Amortization Period, shall not be less than 1.45:1.00 (provided, that for purposes of this Section 7.1(f)(ii), the Debt Service used to calculate the Credit Agreement Projected DSCR shall assume that all Senior Loan Commitments will be fully drawn), which shall be accompanied by a duly executed certificate executed by an Authorized Officer of the Borrower certifying that: (A) that the projections in the Base Case Forecast were made in good faith; faith and (B) that the assumptions on the basis of which such projections were made were believed by the Borrower (when made and delivered) to be reasonable and consistent with the Construction Budget and Schedule and the Credit Agreement Transaction Documents; (iii) an updated final a due diligence report of the Independent Engineer (including certifications and discussions therein relating Engineer, in final form satisfactory to the adequacy of P1 Administrative Agent, the contingency relating to Senior Lenders and the Project to satisfy potential cost overruns with respect to the Development)Revolving LC Issuing Bank, together with a reliance letter from the Independent Engineer in form and substance reasonably satisfactory to the Credit Facility Agentfor such report; (iv) a final due diligence report of the CCRA Market Consultant, in final form satisfactory to the P1 Administrative Agent, the Senior Lenders and the Revolving LC Issuing Bank, together with a reliance letter from the CCRA Consultant in form and substance reasonably satisfactory to the Credit Facility Agentfor such report; (v) a due diligence report of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, as the reports entitled “Plaquemines LNG Project – Updated Final Commercial Due Diligence Report,” dated March 14counsel to the Senior Lenders and the Revolving LC Issuing Bank, 2022 in final form satisfactory to the P1 Administrative Agent, the Senior Lenders and “Independent Commercial Evaluation Report – Plaquemines Phase 2 LNG Project,” dated February 3the Revolving LC Issuing Bank; (vi) a report of the Environmental Advisor (including (A) the Environmental Advisor’s analysis of the Borrower’s compliance with the Equator Principles (and setting forth any recommendations for actions necessary to achieve compliance, 2023if applicable), (B) assessment of climate change risks and impacts, and (C) the Environmental and Social Action Plan), in final form satisfactory to the P1 Administrative Agent, the Senior Lenders and the Revolving LC Issuing Bank, together with a reliance letter from the Market Consultant in form and substance reasonably satisfactory to the Credit Facility Agent; (vi) final reports prepared by the Environmental Consultants, described on Schedule X (Phase I Environmental Assessments) hereto, together with a reliance letter from each Environmental Consultant, each in form and substance reasonably satisfactory to the Credit Facility Agentfor such report; and (vii) a certificate report of the Independent Engineer (A) concurring with the Borrower’s certification Shipping Consultant, in sub-clause (i) above and (B) validating the Obligors’ list or schedule of the amount of Project Costs in relation final form satisfactory to the Phase 2 LNG Facility paid by P1 Administrative Agent, the Borrower prior to Senior Lenders and the Upsize Closing Date referred to in sub-clause (i) aboveRevolving LC Issuing Bank, which together with a reliance letter for such list shall specify such Project Costs paid (x) from the Excess Equity Proceeds Account and (y) by the Sponsor;report.

Project Development. Receipt by the Intercreditor The P1 Administrative Agent of true, complete and correct copies ofshall have received: (i) a duly executed certificate executed by an Authorized Officer of the Obligors attaching Borrower certifying (A) that attached to such certificate is a true, correct and complete copy of the updated Construction Budget and Schedule, (B) that such budget and schedule have been prepared on a reasonable basis and in good faith and upon assumptions believed by the Borrower to be reasonable at the time when made and on the Closing Date, (C) that the Construction Budget and Schedule with respect to the Development, substantially in the form attached as Schedule D - 1 (Construction Budget and Schedule – Construction Budget) and Schedule D - 2 (Construction Budget and Schedule – Construction Schedule) hereto, which shall include a list or schedule of the amount of Project Costs paid by the Obligors with respect to the Phase 2 LNG Facility prior to the Upsize Closing Date, and certifying that: (A) such budget and schedule is the best reasonable estimate of the information set forth therein as of the date of such certificate; and (B) such budget and schedule is based on assumptions made in good faith and believed reasonable at the time made in light of the legal and factual circumstances then applicable to the Development and is are consistent with the requirements of the Credit Agreement Transaction Documents, and (D) the Borrower is in compliance with the Environmental and Social Action Plan; (ii) a certificate copy of the Obligors attaching the updated Base Case Forecast, which demonstrates compliance with the Base Case Sizing CriteriaForecast in form and substance reasonably satisfactory to the P1 Administrative Agent, the Senior Lenders, and the Revolving LC Issuing Bank that demonstrates that all Construction/Term Loans shall be capable of amortization such that the Credit Agreement Projected DSCR commencing on the Initial Principal Payment Date and for each four-Fiscal Quarter period (as of the end of each Fiscal Quarter) through the term of the Notional Amortization Period, shall not be less than 1.45:1.00 (provided, that for purposes of this Section 7.1(f)(ii), the Debt Service used to calculate the Credit Agreement Projected DSCR shall assume that all Senior Loan Commitments will be fully drawn), which shall be accompanied by a duly executed certificate executed by an Authorized Officer of the Borrower certifying that: (A) that the projections in the Base Case Forecast were made in good faith; faith and (B) that the assumptions on the basis of which such projections were made were believed by the Borrower (when |US-DOCS\137622719.74|| made and delivered) to be reasonable and consistent with the Construction Budget and Schedule and the Credit Agreement Transaction Documents; (iii) an updated final a due diligence report of the Independent Engineer (including certifications and discussions therein relating Engineer, in final form satisfactory to the adequacy of P1 Administrative Agent, the contingency relating to Senior Lenders and the Project to satisfy potential cost overruns with respect to the Development)Revolving LC Issuing Bank, together with a reliance letter from the Independent Engineer in form and substance reasonably satisfactory to the Credit Facility Agentfor such report; (iv) a final due diligence report of the CCRA Market Consultant, in final form satisfactory to the P1 Administrative Agent, the Senior Lenders and the Revolving LC Issuing Bank, together with a reliance letter from the CCRA Consultant in form and substance reasonably satisfactory to the Credit Facility Agentfor such report; (v) a due diligence report of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, as the reports entitled “Plaquemines LNG Project – Updated Final Commercial Due Diligence Report,” dated March 14counsel to the Senior Lenders and the Revolving LC Issuing Bank, 2022 in final form satisfactory to the P1 Administrative Agent, the Senior Lenders and “Independent Commercial Evaluation Report – Plaquemines Phase 2 LNG Project,” dated February 3the Revolving LC Issuing Bank; (vi) a report of the Environmental Advisor (including (A) the Environmental Advisor’s analysis of the Borrower’s compliance with the Equator Principles (and setting forth any recommendations for actions necessary to achieve compliance, 2023if applicable), (B) assessment of climate change risks and impacts, and (C) the Environmental and Social Action Plan), in final form satisfactory to the P1 Administrative Agent, the Senior Lenders and the Revolving LC Issuing Bank, together with a reliance letter from the Market Consultant in form and substance reasonably satisfactory to the Credit Facility Agent; (vi) final reports prepared by the Environmental Consultants, described on Schedule X (Phase I Environmental Assessments) hereto, together with a reliance letter from each Environmental Consultant, each in form and substance reasonably satisfactory to the Credit Facility Agentfor such report; and (vii) a certificate report of the Independent Engineer (A) concurring with the Borrower’s certification Shipping Consultant, in sub-clause (i) above and (B) validating the Obligors’ list or schedule of the amount of Project Costs in relation final form satisfactory to the Phase 2 LNG Facility paid by P1 Administrative Agent, the Borrower prior to Senior Lenders and the Upsize Closing Date referred to in sub-clause (i) aboveRevolving LC Issuing Bank, which together with a reliance letter for such list shall specify such Project Costs paid (x) from the Excess Equity Proceeds Account and (y) by the Sponsor;report.

Project Development. Receipt by the Intercreditor The T4 Administrative Agent of true, complete and correct copies ofshall have received: (i) a duly executed certificate executed by an Authorized Officer of the Obligors attaching Borrower certifying (A) that attached to such certificate is a true, correct and complete copy of the updated Construction Budget and Schedule, (B) that such budget and schedule have been prepared on a reasonable basis and in good faith and upon assumptions believed by the Borrower to be reasonable at the time when made and on the Closing Date, (C) that the Construction Budget and Schedule with respect to the Development, substantially in the form attached as Schedule D - 1 (Construction Budget and Schedule – Construction Budget) and Schedule D - 2 (Construction Budget and Schedule – Construction Schedule) hereto, which shall include a list or schedule of the amount of Project Costs paid by the Obligors with respect to the Phase 2 LNG Facility prior to the Upsize Closing Date, and certifying that: (A) such budget and schedule is the best reasonable estimate of the information set forth therein as of the date of such certificate; and (B) such budget and schedule is based on assumptions made in good faith and believed reasonable at the time made in light of the legal and factual circumstances then applicable to the Development and is are consistent with the requirements of the Credit Agreement Transaction Documents, and (D) the Borrower is in compliance with the Environmental and Social Action Plan; (ii) a certificate copy of the Obligors attaching the updated Base Case Forecast, which demonstrates compliance with the Base Case Sizing CriteriaForecast in form and substance reasonably satisfactory to the T4 Administrative Agent and the Construction/Term Lenders that demonstrates that all Construction/Term Loans shall be capable of amortization such that the Credit Agreement Projected DSCR commencing on the Initial Principal Payment Date and for each four-Fiscal Quarter period (as of the end of each Fiscal Quarter) through the term of the Notional Amortization Period, and shall not be less than 1.40:1.00 (provided, that for purposes of this Section 6.1(f)(ii), the Debt Service used to calculate the Credit Agreement Projected DSCR shall assume that all Construction/Term Loan Commitments will be fully drawn), which shall be accompanied by a duly executed certificate executed by an Authorized Officer of the Borrower certifying that: (A) that the projections in the Base Case Forecast were made in good faith; faith and (B) that the assumptions on the basis of which such projections were made were believed by the Borrower (when made and delivered) to be reasonable and consistent with the Construction Budget and Schedule and the Credit Agreement Transaction Documents; (iii) an updated final a due diligence report of the Independent Engineer (including certifications and discussions therein relating Engineer, in final form satisfactory to the adequacy T4 Administrative Agent and the Construction/Term Lenders together with a reliance letter for such report; (iv) a due diligence report of the contingency relating Market Consultant, in final form satisfactory to the Project to satisfy potential cost overruns with respect to T4 Administrative Agent and the Development)Construction/Term Lenders, together with a reliance letter from for such report; (v) a due diligence report of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, as the Independent Engineer counsel to the Construction/Term Lenders, in final form and substance reasonably satisfactory to the Credit Facility T4 Administrative Agent;, the Construction/Term Lenders; and (ivvi) a final report of the CCRA ConsultantEnvironmental Advisor (including (A) the Environmental Advisor’s analysis of the Borrower’s compliance with the Equator Principles (and setting forth any recommendations for actions necessary to achieve compliance, if applicable), (B) assessment of climate change risks and impacts, and (C) the Environmental and Social Action Plan), in final form satisfactory to the T4 Administrative Agent and the Construction/Term Lenders, together with a reliance letter from the CCRA Consultant in form and substance reasonably satisfactory to the Credit Facility Agent; (v) the reports entitled “Plaquemines LNG Project – Updated Final Commercial Due Diligence Report,” dated March 14, 2022 and “Independent Commercial Evaluation Report – Plaquemines Phase 2 LNG Project,” dated February 3, 2023, together with a reliance letter from the Market Consultant in form and substance reasonably satisfactory to the Credit Facility Agent; (vi) final reports prepared by the Environmental Consultants, described on Schedule X (Phase I Environmental Assessments) hereto, together with a reliance letter from each Environmental Consultant, each in form and substance reasonably satisfactory to the Credit Facility Agent; and (vii) a certificate of the Independent Engineer (A) concurring with the Borrower’s certification in sub-clause (i) above and (B) validating the Obligors’ list or schedule of the amount of Project Costs in relation to the Phase 2 LNG Facility paid by the Borrower prior to the Upsize Closing Date referred to in sub-clause (i) above, which for such list shall specify such Project Costs paid (x) from the Excess Equity Proceeds Account and (y) by the Sponsor;report.

Project Development. Receipt by the Intercreditor The TCF Administrative Agent of true, complete and correct copies ofshall have received: (i) a duly executed certificate executed by an Authorized Officer of the Obligors attaching Borrower certifying (A) that attached to such certificate is a true, correct and complete copy of the updated Construction Budget and Schedule, (B) that such budget and schedule have been prepared on a reasonable basis and in good faith and upon assumptions believed by the Borrower to be reasonable at the time when made and on the Closing Date, (C) that the Construction Budget and Schedule with respect to the Development, substantially in the form attached as Schedule D - 1 (Construction Budget and Schedule – Construction Budget) and Schedule D - 2 (Construction Budget and Schedule – Construction Schedule) hereto, which shall include a list or schedule of the amount of Project Costs paid by the Obligors with respect to the Phase 2 LNG Facility prior to the Upsize Closing Date, and certifying that: (A) such budget and schedule is the best reasonable estimate of the information set forth therein as of the date of such certificate; and (B) such budget and schedule is based on assumptions made in good faith and believed reasonable at the time made in light of the legal and factual circumstances then applicable to the Development and is are consistent with the requirements of the Credit Agreement Transaction Documents, and (D) the Borrower is in compliance with the Environmental and Social Action Plan; (ii) a certificate copy of the Obligors attaching the updated Base Case Forecast, which demonstrates compliance with the Base Case Sizing CriteriaForecast in form and substance reasonably satisfactory to the TCF Administrative Agent and the Senior Lenders that demonstrates that all Construction/Term Loans shall be capable of amortization such that the Credit Agreement Projected DSCR commencing on the Initial Principal Payment Date and for each four-Fiscal Quarter period (as of the end of each Fiscal Quarter) through the term of the Notional Amortization Period, and shall not be less than 1.45:1.00 (provided, that for purposes of this Section 7.1(f)(ii), the Debt Service used to calculate the Credit Agreement Projected DSCR shall assume that all Construction/Term Loan Commitments will be fully drawn), which shall be accompanied by a duly executed certificate executed by an Authorized Officer of the Borrower certifying that: (A) that the projections in the Base Case Forecast were made in good faith; faith and (B) that the assumptions on the basis of which such projections were made were believed by the Borrower (when made and delivered) to be reasonable and consistent with the Construction Budget and Schedule and the Credit Agreement Transaction Documents; (iii) an updated final a due diligence report of the Independent Engineer (including certifications and discussions therein relating Engineer, in final form satisfactory to the adequacy of TCF Administrative Agent and the contingency relating to the Project to satisfy potential cost overruns with respect to the Development)Senior Lenders, together with a reliance letter from the Independent Engineer in form and substance reasonably satisfactory to the Credit Facility Agentfor such report; (iv) a final due diligence report of the CCRA Market Consultant, in final form satisfactory to the TCF Administrative Agent and the Senior Lenders, together with a reliance letter from the CCRA Consultant in form and substance reasonably satisfactory to the Credit Facility Agentfor such report; (v) a due diligence report of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, as the reports entitled “Plaquemines LNG Project – Updated Final Commercial Due Diligence Report,” dated March 14counsel to the Senior Lenders, 2022 in final form satisfactory to the TCF Administrative Agent and “Independent Commercial Evaluation Report – Plaquemines Phase 2 LNG Project,” dated February 3the Senior Lenders; (vi) a report of the Environmental Advisor (including (A) the Environmental Advisor’s analysis of the Borrower’s compliance with the Equator Principles (and setting forth any recommendations for actions necessary to achieve compliance, 2023if applicable), (B) assessment of climate change risks and impacts, and (C) the Environmental and Social Action Plan), in final form satisfactory to the TCF Administrative Agent and the Senior Lenders, together with a reliance letter from the Market Consultant in form and substance reasonably satisfactory to the Credit Facility Agent; (vi) final reports prepared by the Environmental Consultants, described on Schedule X (Phase I Environmental Assessments) hereto, together with a reliance letter from each Environmental Consultant, each in form and substance reasonably satisfactory to the Credit Facility Agentfor such report; and (vii) a certificate report of the Independent Engineer (A) concurring with the Borrower’s certification Shipping Consultant, in sub-clause (i) above and (B) validating the Obligors’ list or schedule of the amount of Project Costs in relation final form satisfactory to the Phase 2 LNG Facility paid by TCF Administrative Agent and the Borrower prior to the Upsize Closing Date referred to in sub-clause (i) aboveSenior Lenders, which together with a reliance letter for such list shall specify such Project Costs paid (x) from the Excess Equity Proceeds Account and (y) by the Sponsor;report.

Project Development. Receipt by the Intercreditor The TCF Administrative Agent of true, complete and correct copies ofshall have received: (i) a duly executed certificate executed by an Authorized Officer of the Obligors attaching Borrower certifying (A) that attached to such certificate is a true, correct and complete copy of the updated Construction Budget and Schedule, (B) that such budget and schedule have been prepared on a reasonable basis and in good faith and upon assumptions believed by the Borrower to be reasonable at the time when made and on the Closing Date, (C) that the Construction Budget and Schedule with respect to the Development, substantially in the form attached as Schedule D - 1 (Construction Budget and Schedule – Construction Budget) and Schedule D - 2 (Construction Budget and Schedule – Construction Schedule) hereto, which shall include a list or schedule of the amount of Project Costs paid by the Obligors with respect to the Phase 2 LNG Facility prior to the Upsize Closing Date, and certifying that: (A) such budget and schedule is the best reasonable estimate of the information set forth therein as of the date of such certificate; and (B) such budget and schedule is based on assumptions made in good faith and believed reasonable at the time made in light of the legal and factual circumstances then applicable to the Development and is are consistent with the requirements of the Credit Agreement Transaction Documents, and (D) the Borrower is in compliance with the Environmental and Social Action Plan; (ii) a certificate copy of the Obligors attaching the updated Base Case Forecast, which demonstrates compliance with the Base Case Sizing CriteriaForecast in form and substance reasonably satisfactory to the TCF Administrative Agent and the Senior Lenders that demonstrates that all Construction/Term Loans shall be capable of amortization such that the Credit Agreement Projected DSCR commencing on the Initial Principal Payment Date and for each four-Fiscal Quarter period (as of the end of each Fiscal Quarter) through the term of the Notional Amortization Period, and shall not be less than 1.45:1.00 (provided, that for purposes of this Section 7.1(f)(ii), the Debt Service used to calculate the Credit Agreement Projected DSCR shall assume that all Construction/Term Loan Commitments will be fully drawn), which shall be accompanied by a duly executed certificate executed by an Authorized Officer of the Borrower certifying that: (A) that the projections in the Base Case Forecast were made in good faith; faith and (B) that the assumptions on the basis of which such projections were made were believed by the Borrower (when made and delivered) to be reasonable and consistent with the Construction Budget and Schedule and the Credit Agreement Transaction Documents; (iii) an updated final a due diligence report of the Independent Engineer (including certifications and discussions therein relating Engineer, in final form satisfactory to the adequacy of TCF Administrative Agent and the contingency relating to the Project to satisfy potential cost overruns with respect to the Development)Senior Lenders, together with a reliance letter from the Independent Engineer in form and substance reasonably satisfactory to the Credit Facility Agentfor such report; (iv) a final due diligence report of the CCRA Market Consultant, in final form satisfactory to the TCF Administrative Agent and the Senior Lenders, together with a reliance letter from the CCRA Consultant in form and substance reasonably satisfactory to the Credit Facility Agent;for such report; |US-DOCS\164448857.1|| (v) a due diligence report of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, as the reports entitled “Plaquemines LNG Project – Updated Final Commercial Due Diligence Report,” dated March 14counsel to the Senior Lenders, 2022 in final form satisfactory to the TCF Administrative Agent and “Independent Commercial Evaluation Report – Plaquemines Phase 2 LNG Project,” dated February 3the Senior Lenders; (vi) a report of the Environmental Advisor (including (A) the Environmental Advisor’s analysis of the Borrower’s compliance with the Equator Principles (and setting forth any recommendations for actions necessary to achieve compliance, 2023if applicable), (B) assessment of climate change risks and impacts, and (C) the Environmental and Social Action Plan), in final form satisfactory to the TCF Administrative Agent and the Senior Lenders, together with a reliance letter from the Market Consultant in form and substance reasonably satisfactory to the Credit Facility Agent; (vi) final reports prepared by the Environmental Consultants, described on Schedule X (Phase I Environmental Assessments) hereto, together with a reliance letter from each Environmental Consultant, each in form and substance reasonably satisfactory to the Credit Facility Agentfor such report; and (vii) a certificate report of the Independent Engineer (A) concurring with the Borrower’s certification Shipping Consultant, in sub-clause (i) above and (B) validating the Obligors’ list or schedule of the amount of Project Costs in relation final form satisfactory to the Phase 2 LNG Facility paid by TCF Administrative Agent and the Borrower prior to the Upsize Closing Date referred to in sub-clause (i) aboveSenior Lenders, which together with a reliance letter for such list shall specify such Project Costs paid (x) from the Excess Equity Proceeds Account and (y) by the Sponsor;report.

Project Development. Receipt by the Intercreditor The TCF Administrative Agent of true, complete and correct copies ofshall have received: (i) a duly executed certificate executed by an Authorized Officer of the Obligors attaching Borrower certifying (A) that attached to such certificate is a true, correct and complete copy of the updated Construction Budget and Schedule, (B) that such budget and schedule have been prepared on a reasonable basis and in good faith and upon assumptions believed by the Borrower to be reasonable at the time when made and on the Closing Date, (C) that the Construction Budget and Schedule with respect to the Development, substantially in the form attached as Schedule D - 1 (Construction Budget and Schedule – Construction Budget) and Schedule D - 2 (Construction Budget and Schedule – Construction Schedule) hereto, which shall include a list or schedule of the amount of Project Costs paid by the Obligors with respect to the Phase 2 LNG Facility prior to the Upsize Closing Date, and certifying that: (A) such budget and schedule is the best reasonable estimate of the information set forth therein as of the date of such certificate; and (B) such budget and schedule is based on assumptions made in good faith and believed reasonable at the time made in light of the legal and factual circumstances then applicable to the Development and is are consistent with the requirements of the Credit Agreement Transaction Documents, and (D) the Borrower is in compliance with the Environmental and Social Action Plan; (ii) a certificate copy of the Obligors attaching the updated Base Case Forecast, which demonstrates compliance with the Base Case Sizing CriteriaForecast in form and substance reasonably satisfactory to the TCF Administrative Agent and the Senior Lenders that |US-DOCS\145399031.8|| demonstrates that all Construction/Term Loans shall be capable of amortization such that the Credit Agreement Projected DSCR commencing on the Initial Principal Payment Date and for each four-Fiscal Quarter period (as of the end of each Fiscal Quarter) through the term of the Notional Amortization Period, and shall not be less than 1.45:1.00 (provided, that for purposes of this Section 7.1(f)(ii), the Debt Service used to calculate the Credit Agreement Projected DSCR shall assume that all Construction/Term Loan Commitments will be fully drawn), which shall be accompanied by a duly executed certificate executed by an Authorized Officer of the Borrower certifying that: (A) that the projections in the Base Case Forecast were made in good faith; faith and (B) that the assumptions on the basis of which such projections were made were believed by the Borrower (when made and delivered) to be reasonable and consistent with the Construction Budget and Schedule and the Credit Agreement Transaction Documents; (iii) an updated final a due diligence report of the Independent Engineer (including certifications and discussions therein relating Engineer, in final form satisfactory to the adequacy of TCF Administrative Agent and the contingency relating to the Project to satisfy potential cost overruns with respect to the Development)Senior Lenders, together with a reliance letter from the Independent Engineer in form and substance reasonably satisfactory to the Credit Facility Agentfor such report; (iv) a final due diligence report of the CCRA Market Consultant, in final form satisfactory to the TCF Administrative Agent and the Senior Lenders, together with a reliance letter from the CCRA Consultant in form and substance reasonably satisfactory to the Credit Facility Agentfor such report; (v) a due diligence report of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, as the reports entitled “Plaquemines LNG Project – Updated Final Commercial Due Diligence Report,” dated March 14counsel to the Senior Lenders, 2022 in final form satisfactory to the TCF Administrative Agent and “Independent Commercial Evaluation Report – Plaquemines Phase 2 LNG Project,” dated February 3the Senior Lenders; (vi) a report of the Environmental Advisor (including (A) the Environmental Advisor’s analysis of the Borrower’s compliance with the Equator Principles (and setting forth any recommendations for actions necessary to achieve compliance, 2023if applicable), (B) assessment of climate change risks and impacts, and (C) the Environmental and Social Action Plan), in final form satisfactory to the TCF Administrative Agent and the Senior Lenders, together with a reliance letter from the Market Consultant in form and substance reasonably satisfactory to the Credit Facility Agent; (vi) final reports prepared by the Environmental Consultants, described on Schedule X (Phase I Environmental Assessments) hereto, together with a reliance letter from each Environmental Consultant, each in form and substance reasonably satisfactory to the Credit Facility Agentfor such report; and (vii) a certificate report of the Independent Engineer (A) concurring with the Borrower’s certification Shipping Consultant, in sub-clause (i) above and (B) validating the Obligors’ list or schedule of the amount of Project Costs in relation final form satisfactory to the Phase 2 LNG Facility paid by TCF Administrative Agent and the Borrower prior to the Upsize Closing Date referred to in sub-clause (i) aboveSenior Lenders, which together with a reliance letter for such list shall specify such Project Costs paid (x) from the Excess Equity Proceeds Account and (y) by the Sponsor;report.

Project Development. Receipt by the Intercreditor Agent of true, complete and correct copies of: (i) a certificate of the Obligors attaching the updated Construction Budget and Schedule with respect to the Project Phase 1 Development, substantially in the form attached as Schedule D - 1 (Construction Budget and Schedule – Construction Budget) and Schedule D - 2 (Construction Budget and Schedule – Construction Schedule) hereto, which shall include a list or schedule of the amount of Project Costs paid by the Obligors with respect to the Phase 2 LNG Facility prior to the Upsize Closing Date, and certifying that: (A) such budget and schedule is the best reasonable estimate of the information set forth therein as of the date of such certificate; and (B) such budget and schedule is based on assumptions made in good faith and believed reasonable at the time made in light of the legal and factual circumstances then applicable to the Project Phase 1 Development and is consistent with the requirements of the Transaction DocumentsDocuments as of the Closing Date; and (C) the sum of (1) the Term Loan Commitments in effect as of the Closing Date, (2) the proceeds of the Equity Contribution that are not applied to repay in full the Bridge Loan and (3) the Phase 1 Minimum Assumed Commissioning Cargo Proceeds, as determined as of the Closing Date, equals or exceeds the remaining Project Costs (including contingency set forth in the Construction Budget and Schedule and the final report of the Independent Engineer contemplated by clause (iii) below) necessary for the Project to achieve the Phase 1 Project Completion Date on or prior to the Phase 1 LNG Facility Date Certain; (ii) a certificate of the Obligors attaching the updated Base Case ForecastForecast as of the Closing Date, which demonstrates compliance as of the Closing Date with the Base Case Sizing Criteria, and certifying that: (A) the projections in the Base Case Forecast were made in good faith; and (B) the assumptions on the basis of which such projections were made were believed by the Borrower (when made and delivered) to be reasonable and consistent with the Construction Budget and Schedule and the Transaction Documents; (iii) an updated a final report of the Independent Engineer (including certifications and discussions therein relating to the adequacy of the contingency (in an amount equal to not less than the Contingency Reserve Amount) relating to the Project to satisfy potential cost overruns with respect to the Project Phase 1 Development), together with a reliance letter from the Independent Engineer in form and substance reasonably satisfactory to the Credit Facility Agent; (iv) a final report of the CCRA Consultant, together with a reliance letter from the CCRA Consultant in form and substance reasonably satisfactory to the Credit Facility Agent; (v) the reports entitled “Plaquemines LNG Project – Updated Final Commercial Due Diligence Report,” dated March 14, 2022 and “Independent Commercial Evaluation Report – Plaquemines Phase 2 LNG Project,” dated February 3, 2023a final report prepared by each Market Consultant, together with a reliance letter from the such Market Consultant in form and substance reasonably satisfactory to the Credit Facility Agent; (vi) final reports prepared by the Phase 1 Environmental ConsultantsAssessment Consultant, described on Schedule X (Phase I Environmental Assessments) hereto, together with a reliance letter from each such Phase 1 Environmental Consultant, each Assessment Consultant in form and substance reasonably satisfactory to the Credit Facility Agent; and; (vii) a certificate of the Independent Engineer (A) concurring with the Borrower’s certification in sub-clause (i) above and (B) validating the Obligors’ list or schedule of the amount of Project Costs in relation to the Phase 2 LNG Facility paid by the Borrower prior to the Upsize Closing Date referred to in sub-clause (i) above, which such list shall specify such Project Costs paid ; (xviii) from the Excess Equity Proceeds Account and (y) a final report prepared by the Sponsor;Environmental Consultant, together with a reliance letter from such Environmental Consultant in form and substance reasonably satisfactory to the Credit Facility Agent; and (ix) a final report prepared by the Compliance Assessment Consultant, together with a reliance letter from such Compliance Assessment Consultant in form and substance reasonably satisfactory to the Credit Facility Agent.