Common use of Determination of Annual Delivery Program Clause in Contracts

Determination of Annual Delivery Program. 8.2.1 No later than ten (10) Days after receipt of Seller’s proposed schedule provided under Section 8.1.3, Buyer shall notify Seller if Buyer desires to consult with Seller regarding the proposed schedule, including (a) if Seller has not requested a Round-Up Quantity pursuant to Section 8.1.3(b), whether Buyer desires to request a Round-Up Quantity in accordance with Section 5.4.2, or (b) if Seller has requested a Round-Up Quantity pursuant to Section 8.1.3(b), whether Buyer is unable, despite its exercise of reasonable efforts, to schedule the receipt of the additional LNG. Seller shall, no later than fifteen (15) Days after receipt of Buyer’s notice, meet and consult with Buyer. 8.2.2 If, prior to the date that is sixty (60) Days before the start of a Contract Year, the Parties have agreed on a schedule of deliveries for such Contract Year, then Seller shall issue the delivery schedule agreed by the Parties. If the Parties are unable to agree on a schedule of deliveries for such Contract Year, then no later than sixty (60) Days before the start of such Contract Year, Seller shall issue the delivery schedule for such Contract Year containing the information set forth in Section 8.1.3, modified to reflect any changes agreed by the Parties pursuant to Section 8.2.1 and to reflect any changes required by Section 5.4 to Seller’s proposal pursuant to Section 8.1.3(b) for a Round-Up Quantity or Round-Down Quantity. The schedule promulgated by Seller shall reflect the exercise of reasonable efforts by Seller to (i) assign to Buyer Delivery Windows that are as close as reasonably practicable to the Delivery Windows proposed by Buyer pursuant to Section 8.1.2, and (ii) specify the Scheduled Cargo Quantity with respect to each LNG Tanker as notified by Buyer pursuant to Section 8.1.2; provided, that Seller shall have the right to issue a schedule with different terms to the extent required to ensure that the entire AACQ is scheduled and to comply with the other requirements of this Agreement, including the terms of Section 5.3. Seller shall provide for delivery of the AACQ in accordance with Section 5.3. 8.2.3 In assigning Delivery Windows in the ADP under Section 8.2.2, (a) requests of Buyer made pursuant to this Agreement and requests of other Foundation Customers will be given priority over the requests of Seller’s customers that are not Foundation Customers; and (b) requests of each Foundation Customer will be treated on a non-discriminatory basis as compared to requests of other Foundation Customers. 8.2.4 The schedule for deliveries of LNG during the Contract Year established pursuant to this Section 8.2, as amended from time to time in accordance with Section 8.3, is the “Annual Delivery Program” or “ADP”. If Seller fails to issue the schedule provided for in Sections 8.1.3 or 8.2.2, if applicable, then the schedule proposed by Buyer under Section 8.1.2 shall be the ADP for the relevant Contract Year. 8.2.5 Seller shall combine the ADP with the annual delivery programs of all other Driftwood LNG Terminal buyers and provide to Buyer a combined schedule (the “Composite ADP”) showing all delivery windows and scheduled cargo quantities that have been committed by Seller, along with available, uncommitted loading windows at the Driftwood LNG Terminal. Seller shall promptly update the Composite ADP as the ADP is changed pursuant to Section 8.3 or other Driftwood LNG Terminal buyers’ annual delivery programs are changed pursuant to their respective LNG sale and purchase agreements. 8.2.6 All references in Section 8.1 and this Section 8.2 to a specific number of Days prior to the start of a Contract Year shall be construed to mean, for purposes of the First Contract Year, as such number of Days prior to the anticipated First DFCD.

Determination of Annual Delivery Program. 8.2.1 No later than ten (10) Days after receipt of Seller’s proposed schedule provided under Section 8.1.38.1.5, Buyer shall notify Seller if Buyer desires to consult with Seller regarding the proposed schedule, including (a) if Seller has not requested a Round-Up Quantity pursuant to Section 8.1.3(b), whether Buyer desires to request a Round-Up Quantity in accordance with Section 5.4.2, or (b) if Seller has requested a Round-Up Quantity pursuant to Section 8.1.3(b), whether Buyer is unable, despite its exercise of reasonable efforts, to schedule the receipt of the additional LNG. Seller shall, no later than fifteen (15) Days after receipt of Buyer’s notice, meet and consult with Buyer. 8.2.2 If, prior to the date that is sixty sixty-eight (6068) Days before the start of a Contract Year, the Parties have agreed on a schedule of deliveries for such Contract Year, then Seller shall issue the delivery schedule agreed by the Parties. If the Parties are unable to agree on a schedule of deliveries for such Contract Year, then no later than sixty sixty-eight (6068) Days before the start of such Contract Year, Seller shall issue the delivery schedule for such Contract Year containing the information set forth in Section 8.1.38.1.5, modified to reflect any changes agreed by the Parties pursuant to Section 8.2.1 and to reflect any changes required by Section 5.4 to Seller’s proposal pursuant to Section 8.1.3(b) for a Round-Up Quantity or Round-Down Quantity8.2.1. The schedule promulgated by Seller shall reflect the exercise of reasonable efforts by Seller to (i) assign to Buyer Delivery Windows that are as close as reasonably practicable to the Delivery Windows proposed by Buyer pursuant to Section 8.1.2, and (ii) specify the Scheduled Cargo Quantity with respect to each LNG Tanker as notified by Buyer pursuant to Section 8.1.2; provided, that Seller shall have the right to issue a schedule with different terms to the extent required to ensure that the entire AACQ is scheduled and to comply with the other requirements of this Agreement, including the terms of Section 5.3. Such schedule shall indicate which, if any, of the cargoes scheduled thereunder are in respect of Plant that has not yet achieved Full Operations and in such case shall indicate the applicable Plant. Seller shall provide for delivery of the AACQ in accordance with Section 5.3. Such schedule shall also indicate the ACQ for the applicable Contract Year. 8.2.3 In assigning Delivery Windows in the ADP under Section 8.2.2, (a) requests of Buyer made pursuant to this Agreement and requests of other Foundation Customers will be given priority over the requests of Seller’s customers that are not Foundation Customers; and (b) requests of each Foundation Customer will be treated on a non-discriminatory basis as compared to requests of other Foundation Customers. 8.2.4 The schedule for deliveries of LNG during the Contract Year established pursuant to this Section 8.2, as amended from time to time in accordance with Section 8.3, is the “Annual Delivery Program” or “ADP”. If Seller fails to issue the schedule provided for in Sections 8.1.3 8.1.5 or 8.2.2, if applicable, then the schedule proposed by Buyer under Section 8.1.2 shall be the ADP for the relevant Contract Year. 8.2.5 8.2.4 Seller shall combine the ADP with the annual delivery programs of all other Driftwood LNG Terminal buyers Partnership Buyers and provide to Buyer a combined schedule (the “Composite ADP”) showing all delivery windows and scheduled cargo quantities that have been committed by Seller, along with available, uncommitted loading windows at the Driftwood LNG Terminal. Seller shall promptly update the Composite ADP as the ADP is changed pursuant to Section 8.3 or other Driftwood LNG Terminal buyersPartnership Buyers’ annual delivery programs are changed pursuant to their respective LNG sale and purchase agreements. 8.2.6 8.2.5 All references in Section 8.1 and this Section 8.2 to a specific number of Days prior to the start of a Contract Year shall be construed to mean, for purposes of the First Contract Year, as such number of Days prior to the anticipated Date of Full Operations for Plant 1 as revised by any acceleration thereof by Seller pursuant to Section 4.3.1. In the event of such acceleration, Seller shall be deemed to be in compliance with Section 8.1.1 for purposes of the First DFCDContract Year so long as Seller provides the notice required by Section 8.1.1 at the same xxxx Xxxxxx provides notice of such acceleration.

Determination of Annual Delivery Program. 8.2.1 No Not later than ten (10) Days after receipt of Seller’s proposed schedule provided under Section 8.1.3, Buyer shall notify Seller if Buyer desires to consult with Seller regarding the proposed schedule, including (a) if Seller has not requested a Round-Up Quantity pursuant to Section 8.1.3(b), whether Buyer desires to request a Round-Up Quantity in accordance with Section 5.4.2, or (b) if Seller has requested a Round-Up Quantity pursuant to Section 8.1.3(b), whether Buyer is unable, despite its exercise of reasonable efforts, to schedule the receipt of the additional LNG. and Seller shall, no later than fifteen (15) Days after receipt of Buyer’s notice, meet and consult with Buyer. 8.2.2 If, prior to the date that is sixty (60) Days before the start of a the coming Contract Year, the Parties have agreed on a schedule of deliveries for such coming Contract Year, then Seller shall issue the delivery schedule agreed by the Parties. If the Parties are unable to agree on a schedule of deliveries for such the coming Contract Year, then no not later than sixty (60) Days before the start of such Contract Year, Seller shall issue the delivery schedule for such Contract Year containing the information set forth in Section 8.1.3, modified to reflect any changes agreed by the Parties pursuant to Section 8.2.1 and to reflect any changes required by Section 5.4 to Seller’s proposal pursuant to Section 8.1.3(b) for a Round-Up Quantity or Round-Down Quantity8.2. 1. The schedule promulgated by Seller shall reflect the exercise of reasonable efforts by Seller to (i) assign to Buyer Delivery Windows that are as close as reasonably practicable to the Delivery Windows proposed by Buyer pursuant to Section 8.1.2Buyer, and (ii) specify the Scheduled Cargo Quantity with respect to each LNG Tanker as notified by Buyer pursuant to Section 8.1.2; provided, that Seller shall have the right to issue a schedule with different terms to the extent required to ensure that the entire AACQ is scheduled and to comply with the other requirements of this Agreement, including the terms of Section 5.3. Seller shall provide for delivery of the AACQ in accordance with Section 5.3. 8.2.3 In assigning Delivery Windows Seller shall act in a non-discriminatory manner among Foundation Customers and shall give priority to the ADP under Section 8.2.2, (a) requests of Buyer made pursuant to this Agreement and requests of other Foundation Customers will be given priority over the requests of Seller’s customers that are not Foundation Customers; and (b) requests of each Foundation Customer will be treated on a non-discriminatory basis as compared to requests of other Foundation Customerscustomers. 8.2.4 8.2.3 The schedule for deliveries of LNG during the Contract Year established pursuant to this Section 8.2, as amended from time to time in accordance with Section 8.3, is the “Annual Delivery Program” or “ADP”. If Seller fails to issue the schedule provided for in Sections 8.1.3 or 8.2.2, if applicable, then the schedule proposed by Buyer under Section 8.1.2 shall be the ADP for the relevant Contract Year. 8.2.5 8.2.4 Seller shall combine the ADP with the annual delivery programs similar schedules for the loading of all cargoes for the account of other Driftwood LNG Terminal buyers Persons having contractual rights to receive cargoes from Seller at the Corpus Christi Facility, and shall provide to Buyer a combined schedule (the “Composite ADP”) showing all delivery windows and scheduled cargo quantities that have been committed by Seller, along with available, uncommitted loading windows at the Driftwood LNG TerminalCorpus Christi Facility. Seller shall promptly update the Composite ADP as the ADP is changed pursuant to Section 8.3 or other Driftwood LNG Terminal buyersPersons’ annual delivery programs windows are changed pursuant to their respective LNG sale and purchase agreements. 8.2.6 All references in Section 8.1 and this Section 8.2 to a specific number of Days prior to the start of a Contract Year shall be construed to mean, for purposes of the First Contract Year, as such number of Days prior to the anticipated First DFCD.

Determination of Annual Delivery Program. 8.2.1 No later than ten (10) Days after receipt of Seller’s proposed schedule provided under Section 8.1.3, Buyer shall notify Seller if Buyer desires to consult with Seller regarding the proposed schedule, including (a) if Seller has not requested a Round-Up Quantity pursuant to Section 8.1.3(b), whether Buyer desires to request a Round-Up Quantity in accordance with Section 5.4.2, or (b) if Seller has requested a Round-Up Quantity pursuant to Section 8.1.3(b), whether Buyer is unable, despite its exercise of reasonable efforts, to schedule the receipt of the additional LNG. Seller shall, no later than fifteen (15) Days after receipt of Buyer’s notice, meet and consult with Buyer. 8.2.2 If, prior to the date that is sixty sixty-one (6061) Days before the start of a Contract Year, the Parties have agreed on a schedule of deliveries for such Contract Year, then Seller shall issue the delivery schedule agreed by the Parties. If the Parties are unable to agree on a schedule of deliveries for such Contract Year, then no later than sixty sixty-one (6061) Days before the start of such Contract Year, Seller shall issue the delivery schedule for such Contract Year containing the information set forth in Section 8.1.3, modified to reflect any changes agreed by the Parties pursuant to Section 8.2.1 and to reflect any changes required by Section 5.4 to Seller’s proposal pursuant to Section 8.1.3(b) for a Round-Up Quantity or Round-Down Quantity. The schedule promulgated by Seller shall reflect the exercise of reasonable efforts by Seller to (i) assign to Buyer Delivery Windows that are as close as reasonably practicable to the Delivery Windows proposed by Buyer pursuant to Section 8.1.2, and (ii) specify the Scheduled Cargo Quantity with respect to each LNG Tanker as notified by Buyer pursuant to Section 8.1.2; provided, that Seller shall have the right to issue a schedule with different terms to the extent required to ensure that the entire AACQ is scheduled and to comply with the other requirements of this Agreement, including the terms of Section 5.3. Seller shall provide for delivery of the AACQ in accordance with Section 5.3. 8.2.3 In assigning Delivery Windows in the ADP under Section 8.2.2, (a) requests of Buyer made pursuant to this Agreement and requests of other Foundation Customers will be given priority over the requests of Seller’s customers that are not Foundation Customers; and (b) requests of each Foundation Customer will be treated on a non-discriminatory basis as compared to requests of other Foundation Customers. 8.2.4 The schedule for deliveries of LNG during the Contract Year established pursuant to this Section 8.2, as amended from time to time in accordance with Section 8.3, is the “Annual Delivery Program” or “ADP”. If Seller fails to issue the schedule provided for in Sections 8.1.3 or 8.2.2, if applicable, then the schedule proposed by Buyer under Section 8.1.2 shall be the ADP for the relevant Contract Year. 8.2.5 Seller shall combine the ADP with the annual delivery programs of all other Driftwood LNG Terminal buyers and provide to Buyer a combined schedule (the “Composite ADP”) showing all delivery windows and scheduled cargo quantities that have been committed by Seller, along with available, uncommitted loading windows at the Driftwood LNG Terminal. Seller shall promptly update the Composite ADP as the ADP is changed pursuant to Section 8.3 or other Driftwood LNG Terminal buyers’ annual delivery programs are changed pursuant to their respective LNG sale and purchase agreements. 8.2.6 8.2.4 All references in Section 8.1 and this Section 8.2 to a specific number of Days prior to the start of a Contract Year shall be construed to mean, for purposes of the First Contract Year, as such number of Days prior to the anticipated Date of Full Operations for Plant 1 as revised by any acceleration thereof by Seller pursuant to Section 4.3.1. In the event of such acceleration, Seller shall be deemed to be in compliance with Section 8.1.1 for purposes of the First DFCDContract Year so long as Seller provides the notice required by Section 8.1.1 at the same xxxx Xxxxxx provides notice of such acceleration.

Determination of Annual Delivery Program. 8.2.1 No later than ten (10) Days after receipt of Seller’s proposed schedule provided under Section 8.1.3‎8.1.4, Buyer shall notify Seller if Buyer desires to consult with Seller regarding the proposed schedule, including (a) if Seller has not requested a Round-Up Quantity pursuant to Section 8.1.3(b‎8.1.4(b), whether Buyer desires to request a Round-Up Quantity in accordance with Section 5.4.2‎5.4.2, or (b) if Seller has requested a Round-Up Quantity pursuant to Section 8.1.3(b‎8.1.4(b), whether Buyer is unable, despite its exercise of reasonable efforts, to schedule the receipt of the additional LNG. Seller shall, no later than fifteen (15) Days after receipt of Buyer’s notice, meet and consult with Buyer. 8.2.2 If, prior to the date that is sixty (60) Days before the start of a Contract Year, the Parties have agreed on a schedule of deliveries for such Contract Year, then Seller shall issue the delivery schedule agreed by the Parties. If the Parties are unable to agree on a schedule of deliveries for such Contract Year, then no later than sixty (60) Days before the start of such Contract Year, Seller shall issue the delivery schedule for such Contract Year containing the information set forth in Section 8.1.3‎8.1.4, modified to reflect any changes agreed by the Parties pursuant to Section 8.2.1 ‎8.2.1 and to reflect any changes required by Section 5.4 ‎5.4 to Seller’s proposal pursuant to Section 8.1.3(b‎8.1.4(b) for a Round-Up Quantity or Round-Down Quantity. The schedule promulgated by Seller shall reflect the exercise of reasonable efforts by Seller to (i) assign to Buyer Delivery Windows that are as close as reasonably practicable to the Delivery Windows proposed by Buyer pursuant to Section 8.1.2‎8.1.2, and (ii) specify the Scheduled Cargo Quantity with respect to each LNG Tanker as notified by Buyer pursuant to Section 8.1.2‎8.1.2; provided, that Seller shall have the right to issue a schedule with different terms to the extent required to ensure that the entire AACQ is scheduled and to comply with the other requirements of this Agreement, including the terms of Section 5.3‎5.3. Seller shall provide for delivery of the AACQ in accordance with Section 5.3‎5.3. 8.2.3 In assigning Delivery Windows in the ADP under Section 8.2.2‎8.2.2, (a) requests of Buyer made pursuant to this Agreement and requests of other Foundation Customers will be given priority over the requests of Seller’s customers that are not Foundation Customers; and (b) requests of each Foundation Customer will be treated on a non-discriminatory basis as compared to requests of other Foundation Customers. 8.2.4 The schedule for deliveries of LNG during the Contract Year established pursuant to this Section 8.2‎8.2, as amended from time to time in accordance with Section 8.3‎8.3, is the “Annual Delivery Program” or “ADP”. If Seller fails to issue the schedule provided for in Sections 8.1.3 ‎8.1.4 or 8.2.2‎8.2.2, if applicable, then the schedule proposed by Buyer under Section 8.1.2 ‎8.1.2 shall be the ADP for the relevant Contract Year. 8.2.5 Seller shall combine the ADP with the annual delivery programs of all other buyers and offtakers from the Driftwood LNG Terminal buyers (including Foundation Customers and Driftwood Buyers) and provide to Buyer a combined schedule (the “Composite ADP”) showing all delivery windows and scheduled cargo quantities that have been committed by Seller, along with available, uncommitted loading windows at the Driftwood LNG Terminal. Seller shall promptly update the Composite ADP as the ADP is changed pursuant to Section 8.3 ‎8.3 or other the annual delivery programs of buyers and offtakers from the Driftwood LNG Terminal buyers’ annual delivery programs (including Foundation Customers and Driftwood Buyers) are changed pursuant to their respective LNG sale and purchase agreements. 8.2.6 All references in Section 8.1 ‎‎8.1 and this Section 8.2 ‎‎8.2 to a specific number of Days prior to the start of a Contract Year shall be construed to mean, for purposes of the First Contract Year, as such number of Days prior to the anticipated First DFCD.

Determination of Annual Delivery Program. 8.2.1 8.2.1. No later than ten (10) Days after receipt of Seller’s proposed schedule provided under Section 8.1.3, Buyer shall notify Seller if Buyer desires to consult with Seller regarding the proposed schedule, including (a) if Seller has not requested a Round-Up Quantity pursuant to Section 8.1.3(b), whether Buyer desires to request a Round-Up Quantity in accordance with Section 5.4.2, or (b) if Seller has requested a Round-Up Quantity pursuant to Section 8.1.3(b), whether Buyer is unable, despite its exercise schedule of reasonable efforts, to schedule deliveries during the receipt of the additional LNGrelevant Commercial Operations Period. Seller shall, no later than fifteen (15) Days after receipt of Buyer’s notice, meet and consult with Buyer. 8.2.2 8.2.2. If, prior to before the date that is sixty (60) Days before the start of a Contract Yeareach Commercial Operations Period, the Parties have agreed on a schedule of deliveries for such Contract YearCommercial Operations Period, then Seller shall issue the delivery schedule agreed by the Parties. If the Parties are unable to agree on a schedule of deliveries for such Contract YearCommercial Operations Period, then no later than sixty fifty-five (6055) Days before the start of such Contract Yearthe Commercial Operations Period, Seller shall issue the delivery schedule for such Contract Year containing the Commercial Operations Period which shall comply with the ADP Scheduling Parameters and contain the information set forth in Section 8.1.3, modified to reflect any changes agreed by the Parties pursuant to Section 8.2.1 and to reflect any changes required by Section 5.4 to Seller’s proposal pursuant to Section 8.1.3(b) for a Round-Up Quantity or Round-Down Quantity. The schedule promulgated by Seller shall reflect the exercise of reasonable efforts by Seller to (i) assign to Buyer Delivery Windows that are as close as reasonably practicable to the Delivery Windows proposed by Buyer pursuant to Section 8.1.2, and (ii) specify the Scheduled Cargo Quantity with respect to each LNG Tanker as notified by Buyer pursuant to Section 8.1.2; provided, that Seller shall have the right to issue a schedule with different terms to the extent required to ensure that the entire AACQ is scheduled and to comply with the other requirements of this Agreement, including the terms of Section 5.3. Seller shall provide for delivery of the AACQ in accordance with Section 5.38.2.1. 8.2.3 In assigning Delivery Windows in the ADP under Section 8.2.2, (a) requests of Buyer made pursuant to this Agreement and requests of other Foundation Customers will be given priority over the requests of Seller’s customers that are not Foundation Customers; and (b) requests of each Foundation Customer will be treated on a non-discriminatory basis as compared to requests of other Foundation Customers. 8.2.4 8.2.3. The schedule for deliveries of LNG during the Contract Year relevant Commercial Operations Period, established pursuant to this Section 8.2, as amended from time to time in accordance with Section 8.38.4, is the “Annual Delivery Program” or “ADP”” for such Commercial Operations Period. If Seller fails to issue the schedule provided for in Sections 8.1.3 or Section 8.2.2, if applicable, then the schedule proposed by Buyer Seller under Section 8.1.2 8.1.3 shall be the ADP for the relevant Contract Yearsuch Commercial Operations Period. 8.2.5 Seller shall combine the ADP with the annual delivery programs of all other Driftwood LNG Terminal buyers and provide to Buyer a combined schedule (the “Composite ADP”) showing all delivery windows and scheduled cargo quantities that have been committed by Seller, along with available, uncommitted loading windows at the Driftwood LNG Terminal8.2.4. Seller shall promptly update notify Buyer no later than fourteen (14) Days before the Composite ADP as commencement of any meetings (including teleconferences) with the majority of customers at the Tilbury Facility that affect the development and scheduling of the ADP is changed pursuant or any quantities of LNG delivered to Section 8.3 or other Driftwood LNG Terminal buyers’ annual delivery programs are changed pursuant Buyer, and Buyer shall have the right to their respective LNG sale and purchase agreementsattend such scheduling meetings. 8.2.6 All references in Section 8.1 and this Section 8.2 to a specific number of Days prior to 8.2.5. Seller shall ensure that Major Tilbury Customers have priority scheduling rights at the start of a Contract Year shall be construed to mean, for purposes of the First Contract Year, as such number of Days prior to the anticipated First DFCDTilbury Facility before any Other Customers that are not Major Tilbury Customers.

Determination of Annual Delivery Program. 8.2.1 No later than ten (10) Days after receipt of Seller’s proposed schedule provided under Section 8.1.38.1.4, Buyer shall notify Seller if Buyer desires to consult with Seller regarding the proposed schedule, including (a) if Seller has not requested a Round-Up Quantity pursuant to Section 8.1.3(b8.1.4(b), whether Buyer desires to request a Round-Up Quantity in accordance with Section 5.4.2, or (b) if Seller has requested a Round-Up Quantity pursuant to Section 8.1.3(b8.1.4(b), whether Buyer is unable, despite its exercise of reasonable efforts, to schedule the receipt of the additional LNG. Seller shall, no later than fifteen (15) Days after receipt of Buyer’s notice, meet and consult with Buyer. 8.2.2 If, prior to the date that is sixty sixty-eight (6068) Days before the start of a Contract Year, the Parties have agreed on a schedule of deliveries for such Contract Year, then Seller shall issue the delivery schedule agreed by the Parties. If the Parties are unable to agree on a schedule of deliveries for such Contract Year, then no later than sixty sixty-eight (6068) Days before the start of such Contract Year, Seller shall issue the delivery schedule for such Contract Year containing the information set forth in Section 8.1.38.1.4, modified to reflect any changes agreed by the Parties pursuant to Section 8.2.1 and to reflect any changes required by Section 5.4 to Seller’s proposal pursuant to Section 8.1.3(b8.1.4(b) for a Round-Up Quantity or Round-Down Quantity. The schedule promulgated by Seller shall reflect the exercise of reasonable efforts by Seller to (i) assign to Buyer Delivery Windows that are as close as reasonably practicable to the Delivery Windows proposed by Buyer pursuant to Section 8.1.2, and (ii) specify the Scheduled Cargo Quantity with respect to each LNG Tanker as notified by Buyer pursuant to Section 8.1.2; provided, that Seller shall have the right to issue a schedule with different terms to the extent required to ensure that the entire AACQ is scheduled and to comply with the other requirements of this Agreement, including the terms of Section 5.3. Such schedule shall indicate which, if any, of the cargoes scheduled thereunder are in respect of Plant that has not yet achieved Full Operations and in such case shall indicate the applicable Plant. Seller shall provide for delivery of the AACQ in accordance with Section 5.3. 8.2.3 In assigning Delivery Windows in the ADP under Section 8.2.2, (a) requests of Buyer made pursuant to this Agreement and requests of other Foundation Customers will be given priority over the requests of Seller’s customers that are not Foundation Customers; and (b) requests of each Foundation Customer will be treated on a non-discriminatory basis as compared to requests of other Foundation Customers. 8.2.4 The schedule for deliveries of LNG during the Contract Year established pursuant to this Section 8.2, as amended from time to time in accordance with Section 8.3, is the “Annual Delivery Program” or “ADP”. If Seller fails to issue the schedule provided for in Sections 8.1.3 8.1.4 or 8.2.2, if applicable, then the schedule proposed by Buyer under Section 8.1.2 shall be the ADP for the relevant Contract Year. 8.2.5 8.2.4 Seller shall combine the ADP with the annual delivery programs of all other Driftwood LNG Terminal buyers Partnership Buyers and provide to Buyer a combined schedule (the “Composite ADP”) showing all delivery windows and scheduled cargo quantities that have been committed by Seller, along with available, uncommitted loading windows at the Driftwood LNG Terminal. Seller shall promptly update the Composite ADP as the ADP is changed pursuant to Section 8.3 or other Driftwood LNG Terminal buyersPartnership Buyers’ annual delivery programs are changed pursuant to their respective LNG sale and purchase agreements. 8.2.6 8.2.5 All references in Section 8.1 and this Section 8.2 to a specific number of Days prior to the start of a Contract Year shall be construed to mean, for purposes of the First Contract Year, as such number of Days prior to the anticipated Date of Full Operations for Plant 1 as revised by any acceleration thereof by Seller pursuant to Section 4.3.1. In the event of such acceleration, Seller shall be deemed to be in compliance with Section 8.1.1 for purposes of the First DFCDContract Year so long as Seller provides the notice required by Section 8.1.1 at the same xxxx Xxxxxx provides notice of such acceleration.

Determination of Annual Delivery Program. 8.2.1 No later than ten (10) Days after receipt of Seller’s proposed schedule provided under Section 8.1.3‎8.1.3, Buyer shall notify Seller if Buyer desires to consult with Seller regarding the proposed schedule, including (a) if Seller has not requested a Round-Up Quantity pursuant to Section 8.1.3(b‎8.1.3(b), whether Buyer desires to request a Round-Up Quantity in accordance with Section 5.4.2‎5.4.2, or (b) if Seller has requested a Round-Up Quantity pursuant to Section 8.1.3(b‎8.1.3(b), whether Buyer is unable, despite its exercise of reasonable efforts, to schedule the receipt of the additional LNG. Seller shall, no later than fifteen (15) Days after receipt of Buyer’s notice, meet and consult with Buyer. 8.2.2 If, prior to the date that is sixty (60) Days before the start of a Contract Year, the Parties have agreed on a schedule of deliveries for such Contract Year, then Seller shall issue the delivery schedule agreed by the Parties. If the Parties are unable to agree on a schedule of deliveries for such Contract Year, then no later than sixty (60) Days before the start of such Contract Year, Seller shall issue the delivery schedule for such Contract Year containing the information set forth in Section 8.1.3‎8.1.3, modified to reflect any changes agreed by the Parties pursuant to Section 8.2.1 ‎8.2.1 and to reflect any changes required by Section 5.4 ‎5.4 to Seller’s proposal pursuant to Section 8.1.3(b‎8.1.3(b) for a Round-Up Quantity or Round-Down Quantity. The schedule promulgated by Seller shall reflect the exercise of reasonable efforts by Seller to (i) assign to Buyer Delivery Windows that are as close as reasonably practicable to the Delivery Windows proposed by Buyer pursuant to Section 8.1.2‎8.1.2, and (ii) specify the Scheduled Cargo Quantity with respect to each LNG Tanker as notified by Buyer pursuant to Section 8.1.2‎8.1.2; provided, that Seller shall have the right to issue a schedule with different terms to the extent required to ensure that the entire AACQ is scheduled and to comply with the other requirements of this Agreement, including the terms of Section 5.3‎5.3. Seller shall provide for delivery of the AACQ in accordance with Section 5.3‎5.3. 8.2.3 In assigning Delivery Windows in the ADP under Section 8.2.2, (a) requests of Buyer made pursuant to this Agreement and requests of other Foundation Customers will be given priority over the requests of Seller’s customers that are not Foundation Customers; and (b) requests of each Foundation Customer will be treated on a non-discriminatory basis as compared to requests of other Foundation Customers. 8.2.4 The schedule for deliveries of LNG during the Contract Year established pursuant to this Section 8.2‎8.2, as amended from time to time in accordance with Section 8.3‎8.3, is the “Annual Delivery Program” or “ADP”. If Seller fails to issue the schedule provided for in Sections 8.1.3 ‎8.1.3 or 8.2.2‎8.2.2, if applicable, then the schedule proposed by Buyer under Section 8.1.2 ‎8.1.2 shall be the ADP for the relevant Contract Year. 8.2.5 Seller shall combine the ADP with the annual delivery programs of all other Driftwood LNG Terminal buyers and provide to Buyer a combined schedule (the “Composite ADP”) showing all delivery windows and scheduled cargo quantities that have been committed by Seller, along with available, uncommitted loading windows at the Driftwood LNG Terminal. Seller shall promptly update the Composite ADP as the ADP is changed pursuant to Section 8.3 ‎8.3 or other Driftwood LNG Terminal buyers’ annual delivery programs are changed pursuant to their respective LNG sale and purchase agreements. 8.2.6 All references in Section 8.1 ‎8.1 and this Section 8.2 ‎8.2 to a specific number of Days prior to the start of a Contract Year shall be construed to mean, for purposes of the First Contract Year, as such number of Days prior to the anticipated First DFCD.