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), commencing with the fiscal quarter ended December 31, 2019, a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit B hereto (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has 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, (iii) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes the calculation of any covenant or affects compliance with the terms of this Agreement and, if applicable, specifying the effect of such change on the financial statements accompanying such certificate, (iv) if, during the applicable period, all of the Consolidated Subsidiaries of the Borrower are not Consolidated Restricted Subsidiaries, additional financial information (which may be in the form of footnotes to the consolidated financial statements referred to in Section 8.01(a) or Section 8.01(b) above) setting forth calculations excluding the effects of any Unrestricted Subsidiaries that constitute Consolidated Subsidiaries and containing such calculations for any Unrestricted Subsidiaries as reasonably requested by the Administrative Agent, including any supporting documents used to prepare such calculations, and (v) setting forth a specification of any change in the identity of the Restricted Subsidiaries, Material Subsidiaries, Guarantors, and Unrestricted Subsidiaries as of the end of such period, as the case may be, from the Restricted Subsidiaries, Material Subsidiaries, Guarantors and Unrestricted Subsidiaries, respectively, identified on the Effective Date or in the most recently delivered certificate pursuant to this Section 8.01(c) (and, to the extent necessary, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply with the definition of “Material Subsidiary”).

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 fiscal quarter ended December 31, 2019, a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit B D-2 hereto (a “Compliance Certificate”) (i) certifying as that such Financial Officer has reviewed the terms of this Agreement and the other Loan Documents and has made or caused to whether be made under his or her supervision, a review in reasonable detail of the transactions and financial condition of the Borrower and its Consolidated Subsidiaries during the period covered by such financial statements, which review has not disclosed the existence during or at the end of such period of any condition or event which constitutes a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuingoccurred, 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 consolidating spreadsheets and eliminating entries with respect to any Unrestricted Subsidiaries, in such form as would be presentable to the Borrower’s auditors, (iv) stating whether any change in GAAP or in the application thereof that requires any change in the financial reporting of the Relevant Parties, or in any other accounting or financial reporting practices of the Relevant Parties, has occurred since the Effective Date which materially changes date of the calculation of any covenant or affects compliance with the terms of this Agreement financial statements referred to in Section 8.01 and, if applicableany such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (ivv) ifspecifying any Restricted Subsidiary that no longer constitutes an Immaterial Subsidiary, during the applicable period, all of the Consolidated Subsidiaries of the Borrower are not Consolidated Restricted Subsidiaries, additional financial information (which may be vi) attaching a schedule (in the form of footnotes and substance reasonably satisfactory to the consolidated financial statements referred to in Section 8.01(a) or Section 8.01(b) above) setting forth calculations excluding the effects of any Unrestricted Subsidiaries that constitute Consolidated Subsidiaries and containing such calculations for any Unrestricted Subsidiaries as reasonably requested by the Administrative Agent) of any acquisitions by the Loan Parties’ of fee owned real Property, including any supporting documents used to prepare leased real Property or Rights of Way since the delivery of the last such calculationsCompliance Certificate (or, in the case of the first such Compliance Certificate, since the Effective Date), and (vvii) attaching a schedule setting forth a specification each new Material Contract or Deposit Account, Securities Account or Commodity Accounts, entered into, or opened, since the delivery of any change the last such Compliance Certificate (or, in the identity case of the Restricted Subsidiariesfirst such Compliance Certificate, Material Subsidiaries, Guarantors, and Unrestricted Subsidiaries as of the end of such period, as the case may be, from the Restricted Subsidiaries, Material Subsidiaries, Guarantors and Unrestricted Subsidiaries, respectively, identified on since the Effective Date or in the most recently delivered certificate pursuant to this Section 8.01(c) (and, to the extent necessary, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply with the definition of “Material Subsidiary”Date).

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 fiscal quarter ended December 31ending September 30, 20192017, a certificate of a Financial Officer of the Borrower Holdings in substantially the form of Exhibit B hereto (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has 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, (iii) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes the calculation of any covenant or affects compliance with the terms of this Agreement and, if applicable, specifying the effect of such change on the financial statements accompanying such certificate, (iv) if, during the applicable period, all of the Consolidated Subsidiaries of the Borrower Holdings are not Consolidated Restricted SubsidiariesSubsidiaries or any Permitted Joint Ventures exist during the applicable period, additional financial information (which may be in the form of footnotes to the consolidated financial statements referred to in Section 8.01(a) or Section 8.01(b) above) setting forth calculations excluding the effects of any Unrestricted Subsidiaries that constitute Consolidated Subsidiaries and to the extent included in such consolidated financial statements, Permitted Joint Ventures, and containing such calculations for any Unrestricted Subsidiaries or such Permitted Joint Ventures as reasonably requested by the Administrative Agent, including any supporting documents used to prepare such calculations, and (v) setting forth a specification of any change in the identity of the Restricted Subsidiaries, Material Subsidiaries, Guarantors, and Unrestricted Subsidiaries and Permitted Joint Ventures as of the end of such period, as the case may be, from the Restricted CREDIT AGREEMENT Subsidiaries, Material Subsidiaries, Guarantors and Unrestricted Subsidiaries, respectively, identified on the Effective Date or in the most recently delivered certificate pursuant to this Section 8.01(c) (and, to the extent necessary, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply with the definition of “Material Subsidiary”).

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 fiscal quarter ended December 31ending September 30, 2019, a certificate of a Financial Officer of each of the Borrower and the Parent in substantially the form of Exhibit B D hereto (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuingoccurred, 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) stating whether any change in GAAP or in the application thereof of GAAP to the Parent’s financial statements has occurred since the Effective Date which materially changes date of the calculation of any covenant or affects compliance most recent financial statements previously delivered in connection with the terms of this Agreement Agreement, and, if applicableany such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, certificate and (iv) ifcertifying that the Consolidated EBITDAX, during consolidated total assets, and consolidated total liabilities of the applicable period, all Borrower and its Consolidated Restricted Subsidiaries constitute at least 95% of the Consolidated Subsidiaries EBITDAX, consolidated total assets, and consolidated total liabilities of the Parent and its consolidated subsidiaries on the last day of such period (provided that tax assets held by the Parent created due to the reorganization of the Parent, the Borrower are and their respective Subsidiaries or otherwise due to the corporate structure of the Parent and the Borrower shall not be taken into account for the purposes of such calculation). For the purpose of determining Consolidated EBITDAX of the Parent and its consolidated subsidiaries pursuant to clause (iv) of this Section 8.01(d), each reference to the Borrower and its Consolidated Restricted Subsidiaries, additional financial information (which may be Subsidiaries or the Borrower and/or its Restricted Subsidiaries in the form definition of footnotes Consolidated EBITDAX and in the definition of Consolidated Net Income shall be deemed to be a reference to the Parent and its consolidated financial statements referred to in Section 8.01(a) subsidiaries or Section 8.01(b) above) setting forth calculations excluding the effects of any Unrestricted Subsidiaries that constitute Consolidated Subsidiaries and containing such calculations for any Unrestricted Subsidiaries as reasonably requested by the Administrative Agent, including any supporting documents used to prepare such calculations, and (v) setting forth a specification of any change in the identity of the Restricted Subsidiaries, Material Subsidiaries, Guarantors, and Unrestricted Subsidiaries as of the end of such periodParent and/or its subsidiaries, as the case may be, from the Restricted Subsidiaries, Material Subsidiaries, Guarantors and Unrestricted Subsidiaries, respectively, identified on the Effective Date or in the most recently delivered certificate pursuant to this Section 8.01(c) (and, to the extent necessary, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply with the definition of “Material Subsidiary”).

Certificate of Financial Officer — Compliance. (i) Concurrently with any delivery of financial statements under required pursuant to Section 8.01(a) or Section 8.01(b), commencing with the fiscal quarter ended December 31, 2019, a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit B D-2 hereto (iA) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuingoccurred, 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, including, without limitation, (iiii) reasonably detailed calculations of the Specified Projects EBITDA Adjustment for each Specified Project (including a reasonably detailed summary of the terms of the applicable customer contracts relating to such calculation), each Specified Project’s Scheduled Completion Date, and each Specified Project’s Projected Capacity (and, if applicable, any changes to such Projected Capacity and supporting information as required), and (ii) calculations of Consolidated Total Leverage Ratio (whether or not the Target Leverage Date has occurred and whether or not the Borrower has exercised the Target Leverage Option), (C) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes date of the calculation of any covenant or affects compliance with the terms of this Agreement financial statements referred to in Section 7.04 and, if applicableany such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (ivD) ifattaching reports setting forth the processing volumes for the periods covered by such financial statements, during (E) certifying as to whether the applicable periodTarget Leverage Test has been satisfied and setting forth reasonably detailed calculations of the Target Leverage Ratio if such certificate is being delivered on a Target Leverage Test Date, all and (F) in the case of such financial statements for the period ending June 30, 2014, setting forth reasonably detailed calculations of the Consolidated Subsidiaries of the Borrower are not Consolidated Restricted Subsidiaries, additional financial information (which may be Total Leverage Ratio in the form of footnotes to the consolidated financial statements referred to in Section 8.01(a) or Section 8.01(b) above) setting forth calculations excluding the effects of any Unrestricted Subsidiaries that constitute Consolidated Subsidiaries and containing such calculations for any Unrestricted Subsidiaries as reasonably requested by the Administrative Agent, including any supporting documents used to prepare such calculations, and (v) setting forth a specification of any change in the identity of the Restricted Subsidiaries, Material Subsidiaries, Guarantors, and Unrestricted Subsidiaries as of the end of such period, as the case may be, from the Restricted Subsidiaries, Material Subsidiaries, Guarantors and Unrestricted Subsidiaries, respectively, identified on the Effective Date or in the most recently delivered certificate pursuant to this Section 8.01(c) (and, to the extent necessary, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply accordance with the definition of “Material Subsidiary”Subsequent Equity Contribution Test” (separately from and in addition to any calculation of the Consolidated Total Leverage Ratio required for the purpose of determining compliance with Section 9.01(a).); and

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 fiscal quarter ended December 31, 2019, a compliance certificate of a Financial Officer of the Borrower Parent in substantially the form of Exhibit B D hereto (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuingoccurred, 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) stating whether any change in GAAP or in setting forth reasonably detailed calculations of the application thereof has occurred since the Effective Date which materially changes the calculation of any covenant or affects compliance with the terms of this Agreement and, if applicable, specifying the effect of such change on the financial statements accompanying such certificateFirst Lien Leverage Ratio, (iv) ifcertifying whether (x) any Borrowing Base Deficiency exists, during (y) the applicable period, all Non-Conforming Tranche is outstanding and (z) any “Default” or “Event of the Consolidated Subsidiaries of the Borrower are not Consolidated Restricted Subsidiaries, additional financial information (which may be Default” under and as defined in the form of footnotes First Lien Credit Agreement exists (and specifying details thereof and any action taken or proposed to the consolidated financial statements referred to in Section 8.01(abe taken with respect thereto) or Section 8.01(b) above) setting forth calculations excluding the effects of any Unrestricted Subsidiaries that constitute Consolidated Subsidiaries and containing such calculations for any Unrestricted Subsidiaries as reasonably requested by the Administrative Agent, including any supporting documents used to prepare such calculations, and (v) setting forth certifying a specification copy of the compliance certificate delivered for such fiscal period under the First Lien Credit Agreement. Each such certificate (including the financial statements and calculations delivered with such certificate) shall include reasonably detailed information regarding (x) any change Asset Dispositions consummated during the period covered by such certificate and give effect to such Asset Disposition in the identity calculation of all financial covenants and other financial metrics required under this Agreement and (y) any cash dividends and distributions received by any Restricted Subsidiary from Persons other than Restricted Subsidiaries which were included in the calculations of the Restricted Subsidiaries, Material Subsidiaries, Guarantors, and Unrestricted Subsidiaries as ratios that are the subject of Section 9.01 (which information shall include a reconciliation of the end Borrower’s calculation of such period, as EBITDA versus the case may be, from the Restricted Subsidiaries, Material Subsidiaries, Guarantors and Unrestricted Subsidiaries, respectively, identified on the Effective Date or calculation of Consolidated Net Income in the most recently delivered certificate pursuant to this Section 8.01(c) (and, to the extent necessary, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply accordance with the definition of “Material Subsidiary”GAAP).

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 fiscal quarter ended December 31, 2019, a certificate of a Financial Officer of Parent and the Borrower in substantially the form of Exhibit B D hereto (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuingoccurred, 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) unless disclosed in the financial statements accompanying such certificate, stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes date of the calculation of any covenant or affects compliance with the terms of this Agreement Financial Statements and, if applicableany such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) if, during setting forth information in reasonable detail regarding the applicable period, all calculation of the Consolidated Subsidiaries of the Borrower are not Net Income and EBITDAX and any revisions to such calculations attributable to Consolidated Restricted Unrestricted Subsidiaries, additional financial information (which may be in the form of footnotes to the consolidated financial statements referred to in Section 8.01(a) or Section 8.01(b) above) setting forth calculations excluding the effects of any Unrestricted Subsidiaries that constitute Consolidated Subsidiaries and containing such calculations for any Unrestricted Subsidiaries as reasonably requested by the Administrative Agent, including any supporting documents used to prepare such calculations, and (v) setting forth a specification either (i) specifying that no change in the identity of the Subsidiary Guarantors, Immaterial Subsidiaries and Material Subsidiaries has occurred since the date of the last certificate delivered pursuant to this Section 8.01(c) or (ii) specifying any change in the identity of the Restricted Subsidiaries, Material Subsidiaries, Subsidiary Guarantors, the Immaterial Subsidiaries and Unrestricted the Material Subsidiaries as of the end of such periodfiscal quarter or fiscal year, as the case may beapplicable (and including reasonable detail, from the Restricted Subsidiaries, Material Subsidiaries, Guarantors in form and Unrestricted Subsidiaries, respectively, identified on the Effective Date or in the most recently delivered certificate pursuant to this Section 8.01(c) (and, substance satisfactory to the extent Administrative Agent, with respect thereto), and if necessary, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply with the definition of “Material Subsidiary”” and (vi) setting forth in reasonable detail (A) the aggregate amount of all Investments made by the Borrower pursuant to each of Section 9.05(k), Section 9.05(p) and Section 9.05(q), (B) the aggregate amount of all 95 Unrestricted Subsidiary Cash Distributions received by the Borrower and its Restricted Subsidiaries and (C) the aggregate amount of all Pass-Through Restricted Payments made pursuant to Section 9.04(a)(vi), in each case, during such fiscal quarter or fiscal year, as applicable.

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 fiscal quarter ended December March 31, 20192022, a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit B hereto (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has 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, (iii) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes the calculation of any covenant or affects compliance with the terms of this Agreement and, if applicable, specifying the effect of such change on the financial statements accompanying such certificate, (iv) if, during the applicable period, all of the Consolidated Subsidiaries of the Borrower are not Consolidated Restricted Subsidiaries, additional financial information (which may be in the form of footnotes to the consolidated financial statements referred to in Section 8.01(a) or Section 8.01(b) above) setting forth calculations excluding the effects of any Unrestricted Subsidiaries that constitute Consolidated Subsidiaries and containing such calculations for any Unrestricted Subsidiaries as reasonably requested by the Administrative Agent, including any supporting documents used to prepare such calculations, and (v) setting forth a specification of any change in the identity of the Restricted Subsidiaries, Material Subsidiaries, Guarantors, and Unrestricted Subsidiaries as of the end of such period, as the case may be, from the Restricted Subsidiaries, Material Subsidiaries, Guarantors and Unrestricted Subsidiaries, respectively, identified on the Effective Date or in the most recently delivered certificate pursuant to this Section 8.01(c) (and, to the extent necessary, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply with the definition of “Material Subsidiary”).

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 fiscal quarter ended December 31, 2019, a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit B hereto (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) commencing with the delivery of the financial statements for the fiscal quarter ending June 30, 2015, setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, (iii) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes the calculation of any covenant or affects compliance with the terms of this Agreement December 31, 2014 and, if applicableany such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, and (iv) if, during the applicable period, all setting forth as of the Consolidated Subsidiaries last Business Day of such calendar month or fiscal year, a true and complete list of all Swap Agreements and Swap Transactions of the Borrower are not Consolidated Restricted Subsidiaries, additional financial information (which may be in the form and each of footnotes to the consolidated financial statements referred to in Section 8.01(a) or Section 8.01(b) above) setting forth calculations excluding the effects of any Unrestricted Subsidiaries that constitute its Consolidated Subsidiaries (specifying the category of each Swap Transaction, which categories comprise RBL Swap Transactions and containing Swap Transactions in respect of interest rates), the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net xxxx-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.22, any margin required or supplied under any credit support document and the counterparty to each such calculations for any Unrestricted Subsidiaries as reasonably requested by the Administrative Agent, including any supporting documents used to prepare such calculations, agreement and (v) setting forth a specification the Borrower’s calculation of any change Midstream Adjusted EBITDA for the Rolling Period ending on the last day of the most recent fiscal quarter, the volume of gas produced from the Dedicated Acreage (as defined in the identity of Catarina Gathering Agreement) that flowed through the Restricted Subsidiaries, Material Subsidiaries, Guarantors, and Unrestricted Subsidiaries as of the end of such period, as the case may be, from the Restricted Subsidiaries, Material Subsidiaries, Guarantors and Unrestricted Subsidiaries, respectively, identified on the Effective Date or in Midstream Properties during the most recently delivered certificate pursuant to this Section 8.01(c) (andrecent fiscal quarter, to the extent necessary, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply with applicable Midstream Multiplier and the definition of “Material Subsidiary”)Midstream Component.

Certificate of Financial Officer — Compliance. Concurrently (i) Within four days of the delivery of financial statements under Section 8.01(a) and Section 8.01(b) for the fiscal year and fiscal quarter (respectively) of the Parent, in each case ending December 31, 2016, and (ii) otherwise concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), commencing with the fiscal quarter ended December 31, 2019, a compliance certificate of a Financial Officer of the Borrower Parent in substantially the form of Exhibit B D hereto (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuingoccurred, 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) stating whether any change in GAAP or in setting forth reasonably detailed calculations of the application thereof has occurred since the Effective Date which materially changes the calculation of any covenant or affects compliance with the terms of this Agreement and, if applicable, specifying the effect of such change on the financial statements accompanying such certificateFirst Lien Leverage Ratio, (iv) ifcertifying whether (x) any Borrowing Base Deficiency exists, during (y) the applicable period, all Non-Conforming Tranche is outstanding and (z) any “Default” or “Event of the Consolidated Subsidiaries of the Borrower are not Consolidated Restricted Subsidiaries, additional financial information (which may be Default” under and as defined in the form of footnotes First Lien Credit Agreement exists (and specifying details thereof and any action taken or proposed to the consolidated financial statements referred to in Section 8.01(abe taken with respect thereto) or Section 8.01(b) above) setting forth calculations excluding the effects of any Unrestricted Subsidiaries that constitute Consolidated Subsidiaries and containing such calculations for any Unrestricted Subsidiaries as reasonably requested by the Administrative Agent, including any supporting documents used to prepare such calculations, and (v) setting forth certifying a specification copy of the compliance certificate delivered for such fiscal period under the First Lien Credit Agreement. Each such certificate (including the financial statements and calculations delivered with such certificate) shall include reasonably detailed information regarding (x) any change Asset Dispositions consummated during the period covered by such certificate and give effect to such Asset Disposition in the identity calculation of all financial covenants and other financial metrics required under this Agreement and (y) any cash dividends and distributions received by any Restricted Subsidiary from Persons other than Restricted Subsidiaries which were included in the calculations of the Restricted Subsidiaries, Material Subsidiaries, Guarantors, and Unrestricted Subsidiaries as ratios that are the subject of Section 9.01 (which information shall include a reconciliation of the end Borrower’s calculation of such period, as EBITDA versus the case may be, from the Restricted Subsidiaries, Material Subsidiaries, Guarantors and Unrestricted Subsidiaries, respectively, identified on the Effective Date or calculation of Consolidated Net Income in the most recently delivered certificate pursuant to this Section 8.01(c) (and, to the extent necessary, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply accordance with the definition of “Material Subsidiary”GAAP).

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 fiscal quarter ended December 31, 2019, a certificate of a Financial Officer of Parent and the Borrower in substantially the form of Exhibit B D hereto (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuingoccurred, 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) unless disclosed in the financial statements accompanying such certificate, stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes date of the calculation of any covenant or affects compliance with the terms of this Agreement Financial Statements and, if applicableany such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) if, during the applicable period, all of the Consolidated Subsidiaries of the Borrower are not Consolidated Restricted Subsidiaries, additional financial information (which may be in the form of footnotes to the consolidated financial statements referred to in Section 8.01(a) or Section 8.01(b) above) setting forth information in reasonable detail regarding the calculation of Consolidated Net Income and EBITDAX and any revisions to such calculations excluding the effects of any attributable to Consolidated Unrestricted Subsidiaries that constitute Consolidated Subsidiaries and containing such calculations for any Unrestricted Subsidiaries as reasonably requested by the Administrative Agent, including any supporting documents used to prepare such calculations, and (v) setting forth a specification either (i) specifying that no change in the identity of the Subsidiary Guarantors, Immaterial Subsidiaries and Material Subsidiaries has occurred since the date of the last certificate delivered pursuant to this Section 8.01(c) or (ii) specifying any change in the identity of the Restricted Subsidiaries, Material Subsidiaries, Subsidiary Guarantors, the Immaterial Subsidiaries and Unrestricted the Material Subsidiaries as of the end of such periodfiscal quarter or fiscal year, as the case may beapplicable (and including reasonable detail, from the Restricted Subsidiaries, Material Subsidiaries, Guarantors in form and Unrestricted Subsidiaries, respectively, identified on the Effective Date or in the most recently delivered certificate pursuant to this Section 8.01(c) (and, substance satisfactory to the extent Administrative Agent, with respect thereto), and if necessary, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply with the definition of “Material Subsidiary”).

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 fiscal quarter ended December 31, 2019, a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit B hereto Compliance Certificate (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuingoccurred, 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 Sections 9.01(a) and 9.01(b) at such times as required therein and in connection therewith, setting forth reasonably detailed calculations demonstrating compliance with Section 9.01such compliance, (iii) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes date of the calculation of any covenant or affects compliance with the terms of this Agreement most recently delivered financial statements referred to in Section 8.01(a) and Section 8.01(b) and, if applicableany such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, certificate and (iv) if, during the applicable period, all of the Consolidated Subsidiaries of the Borrower are not Consolidated Restricted Subsidiaries, additional financial information (which may be in the form of footnotes to the consolidated financial statements referred to in Section 8.01(a) or Section 8.01(b) above) setting forth calculations excluding the effects of any Unrestricted Subsidiaries that constitute Consolidated Subsidiaries and containing such calculations for any Unrestricted Subsidiaries as reasonably requested by the Administrative Agent, including any supporting documents used to prepare such calculations, and (v) setting forth a specification of specifying any change in the identity of the Restricted Subsidiaries, Material Subsidiaries, Guarantors, Immaterial Subsidiaries and Unrestricted Subsidiaries as of at the end of such periodFiscal Year or Fiscal Quarter, as the case may be, from the Restricted Subsidiaries, Material SubsidiariesGuarantors, Guarantors Immaterial Subsidiaries and Unrestricted Subsidiaries, respectively, identified provided to the Lenders on the Effective Closing Date or in the most recently delivered recent Fiscal Year or Fiscal Quarter, as the case may be. (d) Certificate of Financial Officer - Swap Agreements. Concurrently with the delivery of each Reserve Report under Section 8.12, a certificate pursuant of a Financial Officer, setting forth as of a recent date, a true and complete list of all Swap Agreements of each Group Member, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net xxxx-to-market value therefor (as of the last Business Day of the period covered by such Reserve Report), any new credit support agreements relating thereto (other than Security Instruments) not listed on Schedule 7.22, any margin required or supplied under any credit support document, and the counterparty to this each such agreement. (e) Certificate of Insurer -- Insurance Coverage. Within thirty (30) days following any renewal of, or material change in, the insurance maintained in accordance with Section 8.01(c) (8.07, certificates of insurance coverage with respect to the insurance required by Section 8.07, in form and substance reasonably satisfactory to the Administrative Agent, and, to if requested by the extent necessaryAdministrative Agent or any Lender, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply with all copies of the definition of “Material Subsidiary”).applicable policies. 73 007870-0083-15888-Active.27383864

Certificate of Financial Officer — Compliance. (i) Concurrently with any delivery of financial statements under Section 8.01(aclause (a) or (b) above (other than delivery of financial statements under Section 8.01(b), commencing 5.01(b) with the respect to a fiscal quarter ended December 31, 2019ending on the last day of the Borrower’s fiscal year) or under clause (s) below, a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit B hereto E (iA) certifying, in the case of such financial statements, as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (B) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiC) in the case of financial statements delivered under clause (a) or (b) above, setting forth reasonably detailed calculations demonstrating compliance with Section 9.016.16, and (iiiD) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes date of the calculation of any covenant or affects compliance with the terms of this Agreement unaudited financial statements referred to in Section 3.04 and, if applicableany such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate and (ii) within five (5) Business Days after the end of each fiscal month, (iv) ifcommencing with the fiscal month ending March 31, during the applicable period2016, all a certificate of the Consolidated Subsidiaries a Financial Officer of the Borrower are not Consolidated Restricted Subsidiaries, additional financial information (which may be in substantially the form of footnotes to the consolidated financial statements referred to in Section 8.01(a) or Section 8.01(b) above) setting forth calculations excluding the effects of any Unrestricted Subsidiaries that constitute Consolidated Subsidiaries and containing such calculations for any Unrestricted Subsidiaries as reasonably requested by the Administrative Agent, including any supporting documents used to prepare such calculations, and (v) Exhibit I setting forth a specification of any change in the identity reasonably detailed calculation of the Restricted Subsidiaries, Material Subsidiaries, Guarantors, Excess Cash of the Borrower and Unrestricted its Consolidated Subsidiaries as of the end of such period, as the case may be, from the Restricted Subsidiaries, Material Subsidiaries, Guarantors and Unrestricted Subsidiaries, respectively, identified on the Effective Date or in the most recently delivered certificate pursuant to this Section 8.01(c) (and, to the extent necessary, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply with the definition of “Material Subsidiary”)month.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a6.01(a) or Section 8.01(b6.01(b), commencing with the fiscal quarter ended December 31delivery of financial statements for the Fiscal Quarter ending September 30, 20192022, a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit B D hereto or otherwise reasonably acceptable to the Lead Holder (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuingoccurred, 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 9.017.01, (iii) setting forth a reasonably detailed calculation of Discretionary Cash Flow for the Fiscal Quarter most recently ended, (iv) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes date of the calculation of any covenant or affects compliance with the terms of this Agreement and, if applicable, specifying the effect of such change on the audited financial statements accompanying such certificatemost recently delivered pursuant to Section 6.01(a), (iv) if, during the applicable period, all of the Consolidated Subsidiaries of the Borrower are not Consolidated Restricted Subsidiaries, additional financial information (which may be in the form of footnotes to the consolidated financial statements referred to in Section 8.01(a) or Section 8.01(b) above) setting forth calculations excluding the effects of any Unrestricted Subsidiaries that constitute Consolidated Subsidiaries and containing such calculations for any Unrestricted Subsidiaries as reasonably requested by the Administrative Agent, including any supporting documents used to prepare such calculations, and (v) setting forth a specification of any change (A) specifying each Material Subsidiary and each Immaterial Subsidiary (together with, in the identity event of a change from the last information delivered, a reasonably detailed explanation of the Restricted Subsidiaries, reason each such Subsidiary constitutes a Material Subsidiaries, Guarantors, and Unrestricted Subsidiaries as of the end of such periodSubsidiary or an Immaterial Subsidiary, as the case may be, from the Restricted Subsidiaries, Material Subsidiaries, Guarantors ) and Unrestricted Subsidiaries, respectively, identified on the Effective Date or in the most recently delivered certificate pursuant to this Section 8.01(c(B) (and, to the extent necessarynecessary pursuant to the definition of “Material Subsidiary”, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply with the definition of “Material Subsidiary”)” and (vi) if, as of the last day of any fiscal period of the Issuer, any of the Consolidated Subsidiaries of the Issuer have been designated as Unrestricted Subsidiaries, consolidating spreadsheets that show all Consolidated Unrestricted Subsidiaries and the eliminating entries of the Consolidated Subsidiaries of the Issuer that are not Consolidated Restricted Subsidiaries, in such form as would be presentable to the auditors of the Issuer.

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 fiscal quarter ended December 31, 2019, a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit B hereto (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if a Default has occurred and is continuingoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) commencing with the delivery of the financial statements for the fiscal quarter ending June 30, 2015, setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, (iii) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date which materially changes the calculation of any covenant or affects compliance with the terms of this Agreement December 31, 20142018 and, if applicableany such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) if, during the applicable period, all setting forth as of the Consolidated Subsidiaries last Business Day of such calendar month or fiscal year, a true and complete list of all Swap Agreements and Swap Transactions of the Borrower are not Consolidated Restricted Subsidiaries, additional financial information (which may be in the form and each of footnotes to the consolidated financial statements referred to in Section 8.01(a) or Section 8.01(b) above) setting forth calculations excluding the effects of any Unrestricted Subsidiaries that constitute its Consolidated Subsidiaries (specifying the category of each Swap Transaction, which categories comprise RBL Swap Transactions and containing Swap Transactions in respect of interest rates), the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net xxxx-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 7.22, any margin required or supplied under any credit support document and the counterparty to each such calculations for any Unrestricted Subsidiaries as reasonably requested by the Administrative Agent, including any supporting documents used to prepare such calculations, agreement and (v) setting forth a specification the Borrower’s calculation of any change Midstream Adjusted EBITDA for the Rolling Period ending on the last day of the most recent fiscal quarter, the volume of gas produced from the Dedicated Acreage (as defined in the identity of Catarina Gathering Agreement) that flowed through the Restricted Subsidiaries, Material Subsidiaries, Guarantors, and Unrestricted Subsidiaries as of the end of such period, as the case may be, from the Restricted Subsidiaries, Material Subsidiaries, Guarantors and Unrestricted Subsidiaries, respectively, identified on the Effective Date or in Midstream Properties during the most recently delivered certificate pursuant to this Section 8.01(c) (andrecent fiscal quarter, to the extent necessary, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply with applicable Midstream Multiplier and the definition of “Material Subsidiary”)Midstream Component.