Common use of Certificate of Financial Officer — Compliance Clause in Contracts

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D hereto (or such other form agreed to by the Administrative Agent and the Borrower) (i) certifying as to whether a Default then exists and, if a Default then exists, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the financial statements referred to in Section 7.04(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or and, with respect to the first three (3) fiscal quarters of each fiscal year, under Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D hereto (or such other form agreed to by the Administrative Agent and the Borrower) (i) certifying as to whether a Default then exists has occurred and is continuing and, if a Default then existshas occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since November 30, 2021 which materially changes the date calculation of any covenant or affects compliance with the financial statements referred to in Section 7.04(a) andterms of this Agreement, and if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b) (subject to the proviso below), a certificate of a Financial Officer of Parent in substantially the form of Exhibit D C hereto (or such other form agreed to by the Administrative Agent and the Borrower) (i) certifying as to whether a Default then exists has occurred and, if a Default then existshas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, 9.01 for the fiscal quarter then ended and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recently delivered financial statements referred to in Section 7.04(a8.01(a) and (b) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), commencing with the delivery of financial statements for the fiscal year ending December 31, 2012, a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit D hereto (or such other form agreed to by the Administrative Agent and the Borrower) (i) certifying as to whether a Default then exists has occurred and, if a Default then existshas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recently delivered financial statements referred to in Section 7.04(a) and (b) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D hereto (or such other form agreed to by the Administrative Agent and the Borrower) Compliance Certificate (i) certifying as to whether a Default then exists has occurred and, if a Default then existshas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) certifying that the Borrower has been in compliance with Section 9.01 at such times during the period covered by such financial statements as required therein and in connection therewith, setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, 8.13(b) and Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 7.04(a) 7.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) 9.01(b), Section 9.01(c), or Section 8.01(b9.01(r), a certificate of a Financial Officer in substantially the form of Exhibit D K hereto (or such other form agreed to by the Administrative Agent and the Borrower) (i) certifying as to whether a Default then exists has occurred and, if a Default then existshas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.0110.01, (iii) setting forth comparative information for prior comparable periods and (iiiiv) stating whether any change in GAAP or in the application thereof has occurred since the date of the financial statements referred to in Section 7.04(a) andDecember 31, 2013, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D hereto (or such other form agreed to by the Administrative Agent and the Borrower) Compliance Certificate (i) certifying as to whether a Default then exists has occurred and, if a Default then existshas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) certifying that Parent has been in compliance with Sections 9.01(a) through Section 9.01(b) at such times as required therein and in connection therewith, setting forth reasonably detailed calculations demonstrating such compliance with Section 9.01, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recently delivered financial statements referred to in Section 7.04(a8.01(a) and Section 8.01(b) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D E hereto (or such other form agreed to by the Administrative Agent and the Borrower) (i) certifying as to whether a Default then exists and, if a Default then exists, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the financial statements referred to in Section 7.04(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a CREDIT AGREEMENT 13911654.6 Financial Officer in substantially the form of Exhibit D B hereto (or such other form agreed to by the Administrative Agent and the Borrower) (i) certifying as to whether a Default then exists has occurred and is continuing as of the date of such certificate and, if a Default then existshas occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date Effective Date which materially changes the calculation of any covenant or affects compliance with the financial statements referred to in Section 7.04(a) terms of this Agreement and, if any such change has occurredapplicable, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or and, with respect to the first three fiscal quarters of each fiscal year, under Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D hereto (or such other form agreed to by the Administrative Agent and the Borrower) (i) certifying as to whether a Default then exists has occurred and, if a Default then existshas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the financial statements referred to in Section 7.04(a) andNovember 30, 2021, and if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D D-2 hereto (or such other form agreed to by the Administrative Agent and the Borrower) (i) certifying as to whether a Default then exists has occurred and, if a Default then existshas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, (iii) setting forth the calculation of Midstream EBITDA and the Midstream Component and (iiiiv) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 7.04(a) 7.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently (i) As soon as available, but in any event not later than 120 days after the end of each fiscal year of the Borrower, and (ii) concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit D hereto (or such other form agreed to by the Administrative Agent and the Borrower) (iA) certifying as to whether a Default then exists has occurred and, if a Default then existshas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, 9.01 and (iiiC) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recently delivered financial statements referred to in Section 7.04(a8.01(a) and (b) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D hereto (or such other form agreed to by the Administrative Agent and the Borrower) (i) certifying as to whether a Default then exists or Event of Default has occurred and, if a Default then existsor Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, 8.13(b) and Section 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 7.04(a) 7.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D hereto (or such other form agreed to by the Administrative Agent and the Borrower) (i) certifying as to whether a Default then exists has occurred and, if a Default then existshas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) certifying that the Borrower has been in compliance with Section 9.01 at such times as required therein and in connection therewith, setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 7.04(a) 7.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D hereto (or such other form agreed to by the Administrative Agent and the Borrower) (i) certifying as to whether a Default then exists has occurred and, if a Default then existshas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, (iii) setting forth reasonably detailed calculations of Adjusted Consolidated Net Income, (iv) specifying each Material Subsidiary, and (iiiv) stating whether any change in GAAP or in the application thereof has occurred since the date of the financial statements referred to in Section 7.04(a) Financial Statements and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D hereto (or such other form agreed to by the Administrative Agent and the Borrower) Compliance Certificate (i) certifying as to whether a Default then exists and, if a Default then so exists, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) certifying that the Borrower is in compliance with Section 9.01 as of the last day of the fiscal period covered by such financial statements as required therein and in connection therewith, setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 7.04(a) 7.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a8.01(a)(ii) or Section 8.01(b), a certificate of a Financial Officer of the Borrower and the Parent in substantially the form of Exhibit D F hereto (or such other form agreed to by the Administrative Agent and the Borrower) (i) certifying as to whether a Default then exists has occurred and is continuing as of the date of such certificate and, if a Default then existshas occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, 8.13(b) and 9.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recently delivered financial statements referred pursuant to in Section 7.04(a8.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.. 80

Certificate of Financial Officer — Compliance. Concurrently with any the delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit D hereto (or such other form agreed to by the Administrative Agent and the Borrower) (i) certifying, to the knowledge of the certifying Financial Officer, as to whether a Default then exists has occurred and is continuing and, if a Default then existshas occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth a reasonably detailed calculations demonstrating compliance with Section 9.01, calculation of the Financial Performance Covenants and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 7.04(a) 1.05, which has not been previously disclosed pursuant to this Section 8.01(c), and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D hereto (or such other form agreed to by the Administrative Agent and the Borrower) (i) certifying as to whether a Default then exists has occurred and, if a Default then existshas occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, 9.01 and (iii) with the delivery of the financial statements under Section 8.01(a) only, stating whether any change in GAAP or in the application thereof has occurred since December 31, 2008 which materially changes the date calculation of any covenant or affects compliance with the financial statements referred to in Section 7.04(a) terms of this Agreement and, if any such change has occurredapplicable, specifying the effect of such change on the financial statements accompanying such certificate.