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

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D-2 hereto (a “Compliance Certificate”) (i) certifying that such Financial Officer has reviewed the terms of this Agreement and the other Loan Documents and has made or caused to 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 and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, (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 date of the financial statements referred to in Section 8.01 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (v) specifying any Restricted Subsidiary that no longer constitutes an Immaterial Subsidiary, (vi) attaching a schedule (in form and substance reasonably satisfactory to the Administrative Agent) of any acquisitions by the Loan Parties’ of fee owned real Property, leased real Property or Rights of Way since the delivery of the last such Compliance Certificate (or, in the case of the first such Compliance Certificate, since the Effective Date), and (vii) attaching a schedule setting forth each new Material Contract or Deposit Account, Securities Account or Commodity Accounts, entered into, or opened, since the delivery of the last such Compliance Certificate (or, in the case of the first such Compliance Certificate, since the Effective 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 31, 2019, a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit D-2 B hereto (a “Compliance Certificate”) (i) certifying that such Financial Officer as to whether a Default has reviewed the terms of this Agreement occurred and the other Loan Documents and has made or caused to be made under his or her supervision, a review in reasonable detail is continuing as 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 date of such period of any condition or event which constitutes a Default certificate and, if a Default has occurredoccurred 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) 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 date Effective Date which materially changes the calculation of any covenant or affects compliance with the financial statements referred to in Section 8.01 terms of this Agreement and, if any such change has occurredapplicable, specifying the effect of such change on the financial statements accompanying such certificate, (viv) specifying 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 Restricted Subsidiary Unrestricted Subsidiaries that no longer constitutes an Immaterial Subsidiary, (vi) attaching a schedule (in form constitute Consolidated Subsidiaries and substance containing such calculations for any Unrestricted Subsidiaries as reasonably satisfactory to requested by the Administrative Agent) of , including any acquisitions by the Loan Parties’ of fee owned real Property, leased real Property or Rights of Way since the delivery of the last supporting documents used to prepare such Compliance Certificate (or, in the case of the first such Compliance Certificate, since the Effective Date)calculations, and (viiv) attaching a schedule setting forth each new Material Contract or Deposit Account, Securities Account or Commodity Accounts, entered into, or opened, since a specification of any change in the delivery identity of the last Restricted Subsidiaries, Material Subsidiaries, Guarantors, and Unrestricted Subsidiaries as of the end of such Compliance Certificate (orperiod, as the case may be, from the Restricted Subsidiaries, Material Subsidiaries, Guarantors and Unrestricted Subsidiaries, respectively, identified on the Effective Date or in the case 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 the first such Compliance Certificate, since the Effective Date“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 D-2 B hereto (a “Compliance Certificate”) (i) certifying that such Financial Officer as to whether a Default has reviewed the terms of this Agreement occurred and the other Loan Documents and has made or caused to be made under his or her supervision, a review in reasonable detail is continuing as 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 date of such period of any condition or event which constitutes a Default certificate and, if a Default has occurredoccurred 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) 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 date Effective Date which materially changes the calculation of any covenant or affects compliance with the financial statements referred to in Section 8.01 terms of this Agreement and, if any such change has occurredapplicable, specifying the effect of such change on the financial statements accompanying such certificate, (viv) specifying if, during the applicable period, all of the Consolidated Subsidiaries of Holdings are not Consolidated Restricted Subsidiaries or any Restricted Subsidiary 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 no longer constitutes an Immaterial Subsidiaryconstitute Consolidated Subsidiaries and to the extent included in such consolidated financial statements, (vi) attaching a schedule (in form Permitted Joint Ventures, and substance containing such calculations for any Unrestricted Subsidiaries or such Permitted Joint Ventures as reasonably satisfactory to requested by the Administrative Agent) of , including any acquisitions by the Loan Parties’ of fee owned real Property, leased real Property or Rights of Way since the delivery of the last supporting documents used to prepare such Compliance Certificate (or, in the case of the first such Compliance Certificate, since the Effective Date)calculations, and (viiv) attaching a schedule setting forth each new Material Contract or Deposit Account, Securities Account or Commodity Accounts, entered into, or opened, since a specification of any change in the delivery identity of the last Restricted Subsidiaries, Material Subsidiaries, Guarantors, Unrestricted Subsidiaries and Permitted Joint Ventures as of the end of such Compliance Certificate (orperiod, 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 case 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 the first such Compliance Certificate, since the Effective Date“Material Subsidiary”).

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer of Parent and the Borrower in substantially the form of Exhibit D-2 D hereto (a “Compliance Certificate”) (i) certifying that such Financial Officer has reviewed the terms of this Agreement and the other Loan Documents and has made or caused as to 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 whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, (iii) setting forth consolidating spreadsheets and eliminating entries with respect to any Unrestricted Subsidiariesunless disclosed in the financial statements accompanying such certificate, 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 date of the financial statements referred to in Section 8.01 Financial Statements and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) setting forth information in reasonable detail regarding the calculation of Consolidated Net Income and EBITDAX and any revisions to such calculations attributable to Consolidated Unrestricted Subsidiaries and (v) 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 Restricted change in the identity of the Subsidiary that no longer constitutes an Guarantors, the Immaterial SubsidiarySubsidiaries and the Material Subsidiaries as of the end of such fiscal quarter or fiscal year, as applicable (vi) attaching a schedule (and including reasonable detail, in form and substance reasonably satisfactory to the Administrative Agent) of any acquisitions by the Loan Parties’ of fee owned real Property, leased real Property or Rights of Way since the delivery of the last such Compliance Certificate (or, in the case of the first such Compliance Certificate, since the Effective Datewith respect thereto), and (vii) attaching a schedule setting forth each new if necessary, designating sufficient additional Subsidiaries as Material Contract or Deposit Account, Securities Account or Commodity Accounts, entered into, or opened, since Subsidiaries so as to comply with the delivery definition of the last such Compliance Certificate (or, in the case of the first such Compliance Certificate, since the Effective Date)“Material Subsidiary”.

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)5.01(b) with respect to a fiscal quarter ending 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 D-2 hereto E (a “Compliance Certificate”A) (i) certifying that certifying, in the case of such Financial Officer has reviewed financial statements, as presenting fairly in all material respects the terms of this Agreement and the other Loan Documents and has made or caused to be made under his or her supervision, a review in reasonable detail of the transactions and financial condition and results of operations of the Borrower and its Consolidated Subsidiaries during on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the period covered by such financial statementsabsence of footnotes, which review has not disclosed the existence during or at the end of such period of any condition or event which constitutes (B) certifying as to whether a Default has occurred and, if a Default has occurred, 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 (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, (ivD) 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 date of the unaudited financial statements referred to in Section 8.01 3.04 and, if any 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, (v) specifying any Restricted Subsidiary that no longer constitutes an Immaterial Subsidiarycommencing with the fiscal month ending March 31, (vi) attaching 2016, a schedule (in form and substance reasonably satisfactory to the Administrative Agent) certificate of any acquisitions by the Loan Parties’ of fee owned real Property, leased real Property or Rights of Way since the delivery a Financial Officer of the last such Compliance Certificate (or, Borrower in substantially the case form of Exhibit I setting forth a reasonably detailed calculation of the first such Compliance Certificate, since the Effective Date), and (vii) attaching a schedule setting forth each new Material Contract or Deposit Account, Securities Account or Commodity Accounts, entered into, or opened, since the delivery Excess Cash of the last such Compliance Certificate (or, in the case Borrower and its Consolidated Subsidiaries as of the first end of such Compliance Certificate, since the Effective Date)month.

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), a certificate of a Financial Officer in substantially the form of Exhibit D-2 hereto (a “Compliance Certificate”) (iA) certifying that such Financial Officer has reviewed the terms of this Agreement and the other Loan Documents and has made or caused as to 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 whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiB) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, (iii) setting forth consolidating spreadsheets and eliminating entries with respect to any Unrestricted Subsidiariesincluding, in such form as would be presentable to the Borrower’s auditorswithout limitation, (ivi) 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 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 date of the financial statements referred to in Section 8.01 7.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (vD) specifying any Restricted Subsidiary that no longer constitutes an Immaterial Subsidiaryattaching reports setting forth the processing volumes for the periods covered by such financial statements, (viE) attaching a schedule (in form certifying as to whether the Target Leverage Test has been satisfied and substance setting forth reasonably satisfactory to the Administrative Agent) of any acquisitions by the Loan Parties’ of fee owned real Property, leased real Property or Rights of Way since the delivery detailed calculations of the last Target Leverage Ratio if such Compliance Certificate certificate is being delivered on a Target Leverage Test Date, and (or, F) in the case of such financial statements for the first such Compliance Certificateperiod ending June 30, since the Effective Date)2014, and (vii) attaching a schedule setting forth each new Material Contract or Deposit Account, Securities Account or Commodity Accounts, entered into, or opened, since the delivery reasonably detailed calculations of the last such Compliance Certificate Consolidated Total Leverage Ratio in accordance with the definition of “Subsequent Equity Contribution Test” (or, separately from and in the case addition to any calculation of the first such Compliance Certificate, since Consolidated Total Leverage Ratio required for the Effective Datepurpose 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 ending September 30, 2019, a certificate of a Financial Officer of each of the Borrower and the Parent in substantially the form of Exhibit D-2 D hereto (a “Compliance Certificate”) (i) certifying that such Financial Officer has reviewed the terms of this Agreement and the other Loan Documents and has made or caused as to 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 whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, (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 of GAAP to the Parent’s financial reporting of the Relevant Parties, or in any other accounting or financial reporting practices of the Relevant Parties, statements has occurred since the date of the most recent financial statements referred to previously delivered in Section 8.01 connection with this Agreement, and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificatecertificate and (iv) certifying that the Consolidated EBITDAX, consolidated total assets, and consolidated total liabilities of the 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 (v) specifying any Restricted Subsidiary provided that no longer constitutes an Immaterial Subsidiary, (vi) attaching a schedule (in form and substance reasonably satisfactory tax assets held by the Parent created due to the Administrative Agentreorganization of the Parent, the Borrower 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 any acquisitions by this Section 8.01(d), each reference to the Loan Parties’ of fee owned real Property, leased real Property Borrower and its Consolidated Restricted Subsidiaries or Rights of Way since the delivery of the last such Compliance Certificate (or, Borrower and/or its Restricted Subsidiaries in the case definition of the first such Compliance Certificate, since the Effective Date), Consolidated EBITDAX and (vii) attaching a schedule setting forth each new Material Contract or Deposit Account, Securities Account or Commodity Accounts, entered into, or opened, since the delivery of the last such Compliance Certificate (or, in the definition of Consolidated Net Income shall be deemed to be a reference to the Parent and its consolidated subsidiaries or the Parent and/or its subsidiaries, as the case of the first such Compliance Certificate, since the Effective Date)may be.

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), a compliance certificate of a Financial Officer of the Parent in substantially the form of Exhibit D-2 D hereto (a “Compliance Certificate”) (i) certifying that such Financial Officer has reviewed the terms of this Agreement and the other Loan Documents and has made or caused as to 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 whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, (iii) setting forth consolidating spreadsheets and eliminating entries with respect to any Unrestricted Subsidiaries, in such form as would be presentable to reasonably detailed calculations of the Borrower’s auditorsFirst Lien Leverage Ratio, (iv) stating certifying whether (x) any change in GAAP Borrowing Base Deficiency exists, (y) the Non-Conforming Tranche is outstanding and (z) any “Default” or “Event of Default” under and as defined in the application First Lien Credit Agreement exists (and specifying details thereof that requires and any change in the financial reporting action taken or proposed to be taken with respect thereto) and (v) certifying a copy of the Relevant Parties, or in any other accounting or financial reporting practices of compliance certificate delivered for such fiscal period under the Relevant Parties, has occurred since the date of First Lien Credit Agreement. Each such certificate (including the financial statements referred to in Section 8.01 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying and calculations delivered with such certificate, ) shall include reasonably detailed information regarding (vx) specifying any Asset Dispositions consummated during the period covered by such certificate and give effect to such Asset Disposition in the 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 that no longer constitutes an Immaterial Subsidiary, (vi) attaching a schedule (from Persons other than Restricted Subsidiaries which were included in form and substance reasonably satisfactory to the Administrative Agent) of any acquisitions by the Loan Parties’ of fee owned real Property, leased real Property or Rights of Way since the delivery calculations of the last such Compliance Certificate ratios that are the subject of Section 9.01 (or, in the case which information shall include a reconciliation of the first such Compliance Certificate, since Borrower’s calculation of EBITDA versus the Effective Date), and (vii) attaching a schedule setting forth each new Material Contract or Deposit Account, Securities Account or Commodity Accounts, entered into, or opened, since the delivery calculation of the last such Compliance Certificate (or, Consolidated Net Income in the case of the first such Compliance Certificate, since the Effective Dateaccordance with GAAP).

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D-2 B hereto (a “Compliance Certificate”) (i) certifying that such Financial Officer has reviewed the terms of this Agreement and the other Loan Documents and has made or caused as to 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 whether a Default has occurred and, if a Default has occurred, 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) 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 date of the financial statements referred to in Section 8.01 December 31, 2014 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, and (iv) 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 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 listed on Schedule 7.22, any margin required or supplied under any credit support document and the counterparty to each such agreement and (v) specifying any Restricted Subsidiary that no longer constitutes an Immaterial Subsidiary, (vi) attaching a schedule (in form and substance reasonably satisfactory to setting forth the Administrative Agent) Borrower’s calculation of any acquisitions by Midstream Adjusted EBITDA for the Loan Parties’ of fee owned real Property, leased real Property or Rights of Way since Rolling Period ending on the delivery last day of the last such Compliance Certificate most recent fiscal quarter, the volume of gas produced from the Dedicated Acreage (or, as defined in the case of Catarina Gathering Agreement) that flowed through the first such Compliance CertificateMidstream Properties during the most recent fiscal quarter, since the Effective Date), applicable Midstream Multiplier and (vii) attaching a schedule setting forth each new Material Contract or Deposit Account, Securities Account or Commodity Accounts, entered into, or opened, since the delivery of the last such Compliance Certificate (or, in the case of the first such Compliance Certificate, since the Effective Date)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 ended March 31, 2022, a certificate of a Financial Officer of the Borrower in substantially the form of Exhibit D-2 B hereto (a “Compliance Certificate”) (i) certifying that such Financial Officer as to whether a Default has reviewed the terms of this Agreement occurred and the other Loan Documents and has made or caused to be made under his or her supervision, a review in reasonable detail is continuing as 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 date of such period of any condition or event which constitutes a Default certificate and, if a Default has occurredoccurred 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) 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 date Effective Date which materially changes the calculation of any covenant or affects compliance with the financial statements referred to in Section 8.01 terms of this Agreement and, if any such change has occurredapplicable, specifying the effect of such change on the financial statements accompanying such certificate, (viv) specifying 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 Restricted Subsidiary Unrestricted Subsidiaries that no longer constitutes an Immaterial Subsidiary, (vi) attaching a schedule (in form constitute Consolidated Subsidiaries and substance containing such calculations for any Unrestricted Subsidiaries as reasonably satisfactory to requested by the Administrative Agent) of , including any acquisitions by the Loan Parties’ of fee owned real Property, leased real Property or Rights of Way since the delivery of the last supporting documents used to prepare such Compliance Certificate (or, in the case of the first such Compliance Certificate, since the Effective Date)calculations, and (viiv) attaching a schedule setting forth each new Material Contract or Deposit Account, Securities Account or Commodity Accounts, entered into, or opened, since a specification of any change in the delivery identity of the last Restricted Subsidiaries, Material Subsidiaries, Guarantors, and Unrestricted Subsidiaries as of the end of such Compliance Certificate (orperiod, as the case may be, from the Restricted Subsidiaries, Material Subsidiaries, Guarantors and Unrestricted Subsidiaries, respectively, identified on the Effective Date or in the case 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 the first such Compliance Certificate, since the Effective Date“Material Subsidiary”).

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D-2 B hereto (a “Compliance Certificate”) (i) certifying that such Financial Officer has reviewed the terms of this Agreement and the other Loan Documents and has made or caused as to 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 whether a Default has occurred and, if a Default has occurred, 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) 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 date of the financial statements referred to in Section 8.01 December 31, 20142018 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (viv) specifying any Restricted Subsidiary that no longer constitutes an Immaterial Subsidiary, (vi) attaching a schedule (in form and substance reasonably satisfactory to the Administrative Agent) of any acquisitions by the Loan Parties’ of fee owned real Property, leased real Property or Rights of Way since the delivery setting forth as of the last Business Day of such Compliance Certificate 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 (orspecifying the category of 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 listed on Schedule 7.22, any margin required or supplied under any credit support document and the counterparty to each such agreement and (v) setting forth the Borrower’s calculation of 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 case of Catarina Gathering Agreement) that flowed through the first such Compliance CertificateMidstream Properties during the most recent fiscal quarter, since the Effective Date), applicable Midstream Multiplier and (vii) attaching a schedule setting forth each new Material Contract or Deposit Account, Securities Account or Commodity Accounts, entered into, or opened, since the delivery of the last such Compliance Certificate (or, in the case of the first such Compliance Certificate, since the Effective Date)Midstream Component.

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 delivery of financial statements for the Fiscal Quarter ending September 30, 2022, a certificate of a Financial Officer in substantially the form of Exhibit D-2 D hereto (a “Compliance Certificate”) or otherwise reasonably acceptable to the Lead Holder (i) certifying that such Financial Officer has reviewed the terms of this Agreement and the other Loan Documents and has made or caused as to 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 whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.017.01, (iii) setting forth consolidating spreadsheets and eliminating entries with respect to any Unrestricted Subsidiaries, in such form as would be presentable to a reasonably detailed calculation of Discretionary Cash Flow for the Borrower’s auditorsFiscal Quarter most recently ended, (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 date of the audited financial statements referred most recently delivered pursuant to in Section 8.01 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate6.01(a), (v) (A) specifying any Restricted each Material Subsidiary that no longer and each Immaterial Subsidiary (together with, in the event of a change from the last information delivered, a reasonably detailed explanation of the reason each such Subsidiary constitutes a Material Subsidiary or an Immaterial Subsidiary, as the case may be) and (B) to the extent necessary 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) attaching a schedule (in form and substance reasonably satisfactory to the Administrative Agent) of any acquisitions by the Loan Parties’ of fee owned real Propertyif, leased real Property or Rights of Way since the delivery as of the last such Compliance Certificate (orday 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 case auditors of the first such Compliance Certificate, since the Effective Date), and (vii) attaching a schedule setting forth each new Material Contract or Deposit Account, Securities Account or Commodity Accounts, entered into, or opened, since the delivery of the last such Compliance Certificate (or, in the case of the first such Compliance Certificate, since the Effective Date)Issuer.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer of Parent and the Borrower in substantially the form of Exhibit D-2 D hereto (a “Compliance Certificate”) (i) certifying that such Financial Officer has reviewed the terms of this Agreement and the other Loan Documents and has made or caused as to 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 whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, (iii) setting forth consolidating spreadsheets and eliminating entries with respect to any Unrestricted Subsidiariesunless disclosed in the financial statements accompanying such certificate, 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 date of the financial statements referred to in Section 8.01 Financial Statements and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, (iv) setting forth information in reasonable detail regarding the calculation of Consolidated Net Income and EBITDAX and any revisions to such calculations attributable to Consolidated Unrestricted Subsidiaries, (v) 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 Restricted change in the identity of the Subsidiary that no longer constitutes an Guarantors, the Immaterial SubsidiarySubsidiaries and the Material Subsidiaries as of the end of such fiscal quarter or fiscal year, as applicable (vi) attaching a schedule (and including reasonable detail, in form and substance reasonably satisfactory to the Administrative Agent) of any acquisitions by the Loan Parties’ of fee owned real Property, leased real Property or Rights of Way since the delivery of the last such Compliance Certificate (or, in the case of the first such Compliance Certificate, since the Effective Datewith respect thereto), and if necessary, designating sufficient additional Subsidiaries as Material Subsidiaries so as to comply with the definition of “Material Subsidiary” and (viivi) attaching a schedule setting forth in reasonable detail (A) the aggregate amount of all Investments made by the Borrower pursuant to each new Material Contract or Deposit Accountof Section 9.05(k), Securities Account or Commodity AccountsSection 9.05(p) and Section 9.05(q), entered into, or opened, since (B) the delivery aggregate amount of all 95 Unrestricted Subsidiary Cash Distributions received by the last such Compliance Certificate Borrower and its Restricted Subsidiaries and (orC) the aggregate amount of all Pass-Through Restricted Payments made pursuant to Section 9.04(a)(vi), in the case of the first each case, during such Compliance Certificatefiscal quarter or fiscal year, since the Effective Date)as applicable.

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a compliance certificate of a Financial Officer of the Parent in substantially the form of Exhibit D-2 D hereto (a “Compliance Certificate”) (i) certifying that such Financial Officer has reviewed the terms of this Agreement and the other Loan Documents and has made or caused as to 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 whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 9.01, (iii) setting forth consolidating spreadsheets and eliminating entries with respect to any Unrestricted Subsidiaries, in such form as would be presentable to reasonably detailed calculations of the Borrower’s auditorsFirst Lien Leverage Ratio, (iv) stating certifying whether (x) any change in GAAP Borrowing Base Deficiency exists, (y) the Non-Conforming Tranche is outstanding and (z) any “Default” or “Event of Default” under and as defined in the application First Lien Credit Agreement exists (and specifying details thereof that requires and any change in the financial reporting action taken or proposed to be taken with respect thereto) and (v) certifying a copy of the Relevant Parties, or in any other accounting or financial reporting practices of compliance certificate delivered for such fiscal period under the Relevant Parties, has occurred since the date of First Lien Credit Agreement. Each such certificate (including the financial statements referred to in Section 8.01 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying and calculations delivered with such certificate, ) shall include reasonably detailed information regarding (vx) specifying any Asset Dispositions consummated during the period covered by such certificate and give effect to such Asset Disposition in the 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 that no longer constitutes an Immaterial Subsidiary, (vi) attaching a schedule (from Persons other than Restricted Subsidiaries which were included in form and substance reasonably satisfactory to the Administrative Agent) of any acquisitions by the Loan Parties’ of fee owned real Property, leased real Property or Rights of Way since the delivery calculations of the last such Compliance Certificate ratios that are the subject of Section 9.01 (or, in the case which information shall include a reconciliation of the first such Compliance Certificate, since Borrower’s calculation of EBITDA versus the Effective Date), and (vii) attaching a schedule setting forth each new Material Contract or Deposit Account, Securities Account or Commodity Accounts, entered into, or opened, since the delivery calculation of the last such Compliance Certificate (or, Consolidated Net Income in the case of the first such Compliance Certificate, since the Effective Dateaccordance with GAAP).

Certificate of Financial Officer — Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer in substantially the form of Exhibit D-2 hereto (a “Compliance Certificate”) Certificate (i) certifying that such Financial Officer has reviewed the terms of this Agreement and the other Loan Documents and has made or caused as to 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 whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) certifying that the Borrower has been in compliance with 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) 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 date of the most recently delivered financial statements referred to in Section 8.01 8.01(a) and Section 8.01(b) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate, certificate and (viv) specifying any change in the identity of the Restricted Subsidiary that no longer constitutes an Subsidiaries, Guarantors, Immaterial SubsidiarySubsidiaries and Unrestricted Subsidiaries as at the end of such Fiscal Year or Fiscal Quarter, as the case may be, from the Restricted Subsidiaries, Guarantors, Immaterial Subsidiaries and Unrestricted Subsidiaries, respectively, provided to the Lenders on the Closing Date or the most recent Fiscal Year or Fiscal Quarter, as the case may be. (vid) attaching Certificate of Financial Officer - Swap Agreements. Concurrently with the delivery of each Reserve Report under Section 8.12, a schedule 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. (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 8.07, certificates of insurance coverage with respect to the insurance required by Section 8.07, in form and substance reasonably satisfactory to the Administrative Agent) of any acquisitions , and, if requested by the Loan Parties’ of fee owned real PropertyAdministrative Agent or any Lender, leased real Property or Rights of Way since the delivery all copies of the last such Compliance Certificate (or, in the case of the first such Compliance Certificate, since the Effective Date), and (vii) attaching a schedule setting forth each new Material Contract or Deposit Account, Securities Account or Commodity Accounts, entered into, or opened, since the delivery of the last such Compliance Certificate (or, in the case of the first such Compliance Certificate, since the Effective Date).applicable policies. 73 007870-0083-15888-Active.27383864