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 ending September 30, 2017, a certificate of a Financial Officer of 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 Holdings are not Consolidated Restricted Subsidiaries 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, 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 ending September 30ended December 31, 20172019, a certificate of a Financial Officer of Holdings 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 Holdings the Borrower are not Consolidated Restricted Subsidiaries or any Permitted Joint Ventures exist during the applicable periodSubsidiaries, 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 ending September 30, 2017, a certificate of a Financial Officer of Holdings 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 Holdings are not Consolidated Restricted Subsidiaries or any Permitted Joint Ventures exist during the applicable period, 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 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) 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, 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 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 ending September 30, 2017, a certificate of a Financial Officer of Holdings 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 Holdings are not Consolidated Restricted Subsidiaries 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 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 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 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, Unrestricted the Immaterial Subsidiaries and Permitted Joint Ventures 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 CREDIT AGREEMENT 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 ending September 30, 2017, a certificate of a Financial Officer of 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 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 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 and each of its Consolidated Subsidiaries (specifying the category of Holdings are each Swap Transaction, which categories comprise RBL Swap Transactions and 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 Consolidated Restricted Subsidiaries listed on Schedule 7.22, any margin required or supplied under any Permitted Joint Ventures exist during credit support document and the applicable period, additional financial information (which may be in the form of footnotes counterparty 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 each 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, 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, 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 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. (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 ending September 30, 2017, a certificate of a Financial Officer of Holdings 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 Holdings are not Consolidated Restricted Subsidiaries or any Permitted Joint Ventures exist during the applicable period, 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 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, 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 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 (ii) at the election of the Borrower on any Required Equity Contribution Date or any other date on which the Borrower issues Equity Interests, as applicable, a certificate of a Financial Officer certifying as to whether the Target Leverage Test has been satisfied as of such Target Leverage Test Date and setting forth reasonably detailed calculations of the Target Leverage Ratio. (b) Section 8.01 of the Credit Agreement shall be amended by (i) renumbering subsection “(n)” thereof as subsection “(o)” and (ii) inserting the following new subsection “(n)” in alphabetical order:

Certificate of Financial Officer — Compliance. (i) Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), commencing with the fiscal quarter ending September 30, 2017, a certificate of a Financial Officer of Holdings 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 exists and, if a Default has occurred and is continuingso exists, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) certifying that the Company has provided true and accurate calculation of the APOD Economic Test and is in compliance with the financial covenants contained in Section 9.01(a), Section 9.01(b) and Section 9.01(c) as of the last day of the fiscal period covered by such financial statements and, in connection therewith, setting forth reasonably detailed calculations of the APOD Economic Test and demonstrating compliance with Section 9.01the financial covenants, (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 audited 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, and (iv) if, during certifying as to whether the applicable period, all of Company is in compliance with the Consolidated Subsidiaries of Holdings are not Consolidated Restricted Subsidiaries 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 covenants contained in Section 8.01(a) or Section 8.01(b) above) setting forth calculations excluding 9.18 for the effects of any Unrestricted Subsidiaries that constitute Consolidated Subsidiaries and to the extent included in such consolidated financial statementsmost recently ended fiscal quarter, Permitted Joint Ventures, and containing such calculations for any Unrestricted Subsidiaries or such Permitted Joint Ventures as with reasonably requested by the Administrative Agent, including any detailed supporting documents used to prepare such calculationsinformation, and (v) setting forth either (A) attaching an updated Schedule 7.14 listing all of Company’s Subsidiaries or (B) certifying there have been no changes to Schedule 7.14 since the later of (1) the Closing Date and (2) the last date on which a specification of any change in the identity of the Restricted Subsidiaries, Material Subsidiaries, Guarantors, 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 Compliance Certificate was delivered certificate pursuant to this Section 8.01(c) (and). In the event a Compliance Certificate is required to be delivered during a Disputed Reserve Report Period, such Compliance Certificate shall not be required to include the calculation of the Company’s compliance with the financial covenant contained in Section 9.01(c); provided that the Company shall be required to deliver a new Compliance Certificate with respect to the extent necessary, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply Company’s compliance with the definition financial covenant contained in Section 9.01(c) within five (5) Business Days after the final date of “Material Subsidiary”the applicable Disputed Reserve Report Period certifying the calculation of the financial covenant contained in Section 9.01(c) based on the Most Recently Delivered Reserve Report. (ii) Within ten (10) days after the end of each calendar month, a certificate, in form and substance reasonably satisfactory to the Administrative Agent, (x) attaching the APOD Expenditure Report and (y) certifying that the Company is in compliance with (A) Section 9.08 and (B) the financial covenant contained in Section 9.01(b).

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 ending September 30, 2017, a certificate of a Financial Officer of 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 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 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 and each of its Consolidated Subsidiaries (specifying the category of Holdings are each Swap Transaction, which categories comprise RBL Swap Transactions and 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 Consolidated Restricted Subsidiaries listed on Schedule 7.22, any margin required or supplied under any Permitted Joint Ventures exist during credit support document and the applicable period, additional financial information (which may be in the form of footnotes counterparty 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 each 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, 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, 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 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 with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), commencing with the fiscal quarter ending ended September 30, 20172021, a certificate of a Financial Officer of Holdings the Borrower in substantially the form of Exhibit B hereto (i) certifying as to whether a Default or Event of Default has occurred and is continuing as of the date of such certificate and, if a Default or Event of 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) 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) that explains in reasonable detail the differences between the information relating to Holdings and its consolidated subsidiaries, on the one hand, and the information relating to the Borrower and its Consolidated Subsidiaries, on the other hand, as reasonably requested by the Administrative Agent, including any supporting documents used to prepare such calculations, (v) if, during the applicable period, all of the Consolidated Subsidiaries of Holdings the Borrower are not Consolidated Restricted Subsidiaries or any Permitted Joint Ventures exist during the applicable periodSubsidiaries, 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 (vvi) 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”)) and (vii) setting forth reasonably detailed calculations of Available Free Cash Flow for such fiscal quarter most recently ended.

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 ending September 30, 2017, a compliance certificate of a Financial Officer of Holdings 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 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 Holdings are not Consolidated Restricted Subsidiaries or any Permitted Joint Ventures exist during the applicable period, 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 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 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, Unrestricted Subsidiaries and Permitted Joint Ventures 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 CREDIT AGREEMENT 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 ending September 30, 2017, a certificate of a Financial Officer of Holdings 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 Holdings are not Consolidated Restricted Subsidiaries 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 information in reasonable detail regarding the effects calculation of Consolidated Net Income and EBITDAX and any Unrestricted Subsidiaries that constitute Consolidated Subsidiaries and revisions to the extent included in such consolidated financial statements, Permitted Joint Ventures, and containing such calculations for any attributable to Consolidated Unrestricted Subsidiaries or such Permitted Joint Ventures as reasonably requested by the Administrative AgentSubsidiaries, 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, Unrestricted the Immaterial Subsidiaries and Permitted Joint Ventures 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 CREDIT AGREEMENT 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 ending September 30, 20172019, a certificate of a Financial Officer of Holdings 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 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 and their respective Subsidiaries or otherwise due to the corporate structure of Holdings are 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 or any Permitted Joint Ventures exist during the applicable period, additional financial information (which may be 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 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, Unrestricted Subsidiaries and Permitted Joint Ventures as of the end of such periodParent and/or its subsidiaries, 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 ‎Section 8.01(a) or Section ‎Section 8.01(b), commencing with the fiscal quarter ending September 30, 2017, a certificate of a Financial Officer of Holdings substantially in substantially the form of Exhibit B ‎Exhibit 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 ‎Section 9.01, (iii) setting forth reasonably detailed calculations of Adjusted Consolidated Net Income, (iv) specifying that there has been no change in the list of Material Subsidiaries, Restricted Subsidiaries and Unrestricted Subsidiaries since the date the last compliance certificate was delivered or updating the list of Material Subsidiaries, Restricted Subsidiaries and Unrestricted Subsidiaries, as applicable, to reflect any such changes since such date, (v) 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 audited financial statements referred to in ‎Section 7.04(a)(i) and, if applicableany such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (ivvi) ifwith respect to each certificate delivered concurrently with any delivery of financial statements under ‎Section 8.01(a) only, during the applicable periodattaching thereto a true, all correct and complete organizational chart of the Consolidated Parent and its Subsidiaries as of Holdings are not Consolidated Restricted Subsidiaries or any Permitted Joint Ventures exist during the applicable periodtime of delivery of such certificate, 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) abovevii) setting forth calculations excluding each Eligible Buyer who is party to an Offtake Agreement as of the effects date of any Unrestricted Subsidiaries that constitute Consolidated Subsidiaries and each compliance certificate delivered pursuant 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, ‎Section 8.01(c) and (vviii) setting forth a specification of any change in the identity calculation of the Restricted Subsidiaries, Material Subsidiaries, Guarantors, Unrestricted Subsidiaries and Permitted Joint Ventures Available Amount as of the end last day 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 applicable fiscal quarter 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”)fiscal year.

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 ending September 30ended March 31, 20172022, a certificate of a Financial Officer of Holdings 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 Holdings the Borrower are not Consolidated Restricted Subsidiaries or any Permitted Joint Ventures exist during the applicable periodSubsidiaries, 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(a6.01(a) or Section 8.01(b6.01(b), commencing with the fiscal quarter delivery of financial statements for the Fiscal Quarter ending September 30, 20172022, a certificate of a Financial Officer of Holdings 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 Holdings are not Consolidated Restricted Subsidiaries 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 (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, Unrestricted Subsidiaries and Permitted Joint Ventures as of the end of such periodSubsidiary or an Immaterial Subsidiary, 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(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 ending September 30, 2017, a certificate of a Financial Officer of Holdings 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 calculations, commencing with the fiscal quarter ending March 31, 2025, demonstrating compliance (or non-compliance) with Section 9.01, (iii) stating whether any change in GAAP or in the application thereof of GAAP to the Borrower’s (or, with respect to the financial statements delivered pursuant to Section 8.01(b) for the fiscal quarter ending March 31, 2025, such other Credit Party’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, (iv) if, during the applicable period, all of the Consolidated Subsidiaries of Holdings are not Consolidated Restricted Subsidiaries 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, 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 necessaryapplicable, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply with the limitations set forth in the definition of “Immaterial Subsidiaries”, (v) attaching copies of any material amendments, modifications, consents and waivers to, and termination (including rejections) and assignment of, any Material Subsidiary”Contract since the later of the Effective Date and the most recent delivery of the compliance certificate described in this clause (d), (vi) setting forth as of the end of such fiscal quarter or fiscal year, as applicable (or as of a more recent date), a true and complete list of all Swap Agreements of the Credit Parties and their Subsidiaries, the type, effective date, term or termination date, and notional amounts or volumes of such agreement, the net mark-to-market value thereof, all credit support agreements relating thereto other than Loan Documents (including any margin required or supplied) and the counterparty to each such agreement and (vii) attaching any copies of a borrowing base certificate, compliance certificate, as applicable, or, in each case, the functional equivalent thereof, delivered to the Superpriority Revolving Agent.

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 ending September 30, 2017, a compliance certificate of a Financial Officer of Holdings 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 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 Holdings are not Consolidated Restricted Subsidiaries or any Permitted Joint Ventures exist during the applicable period, 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 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 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, Unrestricted Subsidiaries and Permitted Joint Ventures 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 CREDIT AGREEMENT 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 ending September 30, 2017, (i) a certificate of a Financial Officer of Holdings in substantially the form of Exhibit B 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, 9.01 and (iiiC) 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 audited financial statements referred to in Section 7.04(a) and, if applicableany such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; provided that the Borrower shall not be required to restate or recast any financial statement unless required by GAAP and (ii) separate consolidating schedules or spreadsheets reflecting the balance sheet information, income and cash flows of the Unrestricted Subsidiaries and reconciling such information to the financial statements described above, in such form as would be presentable to the auditors of the Borrower and otherwise in form and detail reasonably satisfactory to the Administrative Agent. (f) Section 8.01 of the Existing Credit Agreement is hereby amended by adding a new subsection (w) to read in its entirety as follows: (i) Not later than five (5) Business Days (or such later date as the Administrative Agent may agree in its sole discretion) prior to the consummation of the Specified PGT Contribution, substantially final drafts of (A) all organizational documents and other material agreements related to the Specified PGT Contribution and (B) all contracts and agreements to be entered into between PGT or PGS, on the one hand, and the Borrower or any of its Restricted Subsidiaries on the other hand, on or about the date the Specified PGT Contribution is consummated, (ivii) if, during not later than one (1) Business Day (or such later date as the applicable period, all Administrative Agent may agree in its sole discretion) after the consummation of the Consolidated Subsidiaries Specified PGT Contribution, executed copies of Holdings are not Consolidated Restricted Subsidiaries 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 agreements referred to in Section 8.01(athe foregoing clause (i) and (iii) if PGT ceases to be a Subsidiary of the Borrower on or Section 8.01(bafter the First Amendment Effective Date, not later than one (1) 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 Business Day (or such Permitted Joint Ventures later date as reasonably requested by the Administrative Agent, including any supporting documents used to prepare such calculations, and (vAgent may agree in its sole discretion) setting forth after PGT subsequently becomes a specification of any change in the identity Subsidiary of the Restricted SubsidiariesBorrower, Material Subsidiaries, Guarantors, 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”)written notice thereof.

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 ending September 30, 2017, a certificate of a Financial Officer of Holdings 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 Holdings are not Consolidated Restricted Subsidiaries 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 specifying any change in the identity of the Restricted Subsidiaries, Material Subsidiaries, Guarantors, Immaterial Subsidiaries and Unrestricted Subsidiaries and Permitted Joint Ventures as of at the end of such periodFiscal Year or Fiscal Quarter, as the case may be, from the Restricted CREDIT AGREEMENT 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 certificate pursuant to this Section 8.01(crecent Fiscal Year or Fiscal Quarter, as the case may be. (d) (and, to the extent necessary, designating sufficient additional Restricted Subsidiaries as Material Subsidiaries so as to comply Certificate of Financial Officer - Swap Agreements. Concurrently with the definition delivery of “Material Subsidiary”each Reserve Report under Section 8.12, a certificate 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 each such agreement.