Officer’s Certificates. Within 55 days after the end of each fiscal quarter of the Consolidated Group (except with respect to each fiscal quarter-end that is also a fiscal year-end in which case not later than 95 days), a certificate of the chief financial officer of the General Partner on behalf of the Borrowers’ Agent or other financial or accounting officer of the Borrowers’ Agent acceptable to Administrative Agent in the form of [Exhibit E] # stating no Default or Event of Default has occurred during the period covered by such statements of, if a Default or Event of Default exists, a detailed description of the Default or Event of Default and all actions the Borrowers are taking with respect to such Default or Event of Default, # confirming that the representations and warranties stated in Section 5 remain true and correct in all material respects (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date), and # showing the Borrowers’ compliance with the covenants set forth in 6.20.

Officer’s Certificates. At the time of the delivery of the Section 9.01 Financials, a compliance certificate from a Responsible Officer of Lead Borrower substantially in the form of [Exhibit J], certifying on behalf of Lead Borrower that, to such Responsible Officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof, which certificate shall # if delivered with the financial statements required by Section 9.01(b) for any fiscal year ending on or after December 31, 2019, set forth in reasonable detail the amount of (and the calculations required to establish the amount of) Excess Cash Flow for the applicable Excess Cash Flow Payment Period, and # certify that there have been no changes to [Schedules 1(a)], 2(b), 5, 7(a), 7(b), 7(c), 8 and 9 of the Perfection Certificate, in each case since the Closing Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 9.01(e), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (ii), only to the extent such changes are required to be reported to the Collateral Agent pursuant to the terms of such Security Documents).

Officer’s Certificates. At the time of the delivery of the [Section 9.01] Financials, a compliance certificate from a Responsible Officer of Lead Borrower substantially in the form of [Exhibit J], certifying on behalf of Lead Borrower that, to such Responsible Officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof, which certificate shall # if delivered with the financial statements required by [Section 9.01(b)] for any fiscal year ending on or after December 31, 2019, set forth in reasonable detail the amount of (and the calculations required to establish the amount of) Excess Cash Flow for the applicable Excess Cash Flow Payment Period, and # certify that there have been no changes to [Schedules 1(a)], 2(b), 5, 7(a), 7(b), 7(c), 8 and 9 of the Perfection Certificate, in each case since the Closing Date or, if later, since the date of the most recent certificate delivered pursuant to this Section

Officer’s Certificates. The Administrative Agent shall have received a certificate of each of the Loan Parties signed by an Authorized Officer, dated as of the date hereof stating that # all representations and warranties of the Loan Parties set forth in the Credit Agreement are true and correct in all material respects # the Loan Parties are in compliance with each of the covenants and conditions in this Amendment and the Credit Agreement, # no Event of Default or Potential Default exists, and # no Material Adverse Change has occurred since December 31, 2018.

Officer’s Certificates. The Agent shall have received a certificate executed by a the President, Chief Financial Officer or Treasurer of the Company as of the Closing Date stating that # no action, suit, investigation or proceeding is pending or, to the knowledge of the Company, threatened in any court or before any arbitrator or governmental instrumentality that purports to affect the Company, its Subsidiaries, any Unconsolidated Affiliate or any transaction contemplated by the Loan Documents, if such action, suit, investigation or proceeding could reasonably be

Officer’s Certificates. Administrative Agent shall have received a certificate for each Credit Party, dated the Closing Date, duly executed and delivered by an Authorized Officer of such Credit Party, as to:

Officer’s Certificates. At the time of the delivery of the Section 9.01 Financials, a compliance certificate from a Responsible Officer of Lead Borrower substantially in the form of [Exhibit J], certifying on behalf of Lead Borrower that, to such Responsible Officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof, which certificate shall # if delivered with the financial statements required by Section 9.01(b) for any fiscal year ending on or after December 31, 2022, set forth in reasonable detail the amount of (and the calculations required to establish the amount of) Excess Cash Flow for the applicable Excess Cash Flow Payment Period, and # certify that there have been no changes to [Schedules 1(a)], 2(b), 5, 7(a), 7(b), 7(c), 8 and 9 of the Perfection Certificate, in each case since the First Restatement Effective Date or, if later, since the date of the most recent certificate delivered pursuant to this Section 9.01(e), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (ii), only to the extent such changes are required to be reported to the Collateral Agent pursuant to the terms of such Security Documents).

Officer’s Certificates. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrowers as of the Restatement Date, in form and substance satisfactory to the Administrative Agent, # stating that # the conditions specified in [Sections 4.02(a) and (b)])] have been satisfied as of the Restatement Date, # the Borrowers are in compliance with all existing material financial obligations, # all governmental, shareholder and third party consents and approvals, if any, with respect to the Loan Documents and the transactions contemplated thereby have been obtained (and attaching copies thereof), # no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental instrumentality that purports to affect any Borrower, any Guarantor or any transaction contemplated by the Loan Documents, if such action, suit, investigation or proceeding could have a Material Adverse Effect, # immediately after giving effect to the Loans funded on the Restatement Date, # no Default or Event of Default exists and # all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects, (ii) (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Loan Parties and the validity against the Loan Parties of the Loan Documents to which they are a party, and such consents, licenses and approvals shall be in full force and effect, or # stating that no such consents, licenses or approvals are so required, and # demonstrating compliance with the financial covenants contained in [Section 6.10] on a Pro Forma Basis after giving effect to the funding of all of the Loans on or about the Restatement Date.

Officer’s Certificates. The Agent shall have received a certificate executed by a the President, Chief Financial Officer or Treasurer of the Company as of the Closing Date stating that # no action, suit, investigation or proceeding is pending or, to the knowledge of the Company, threatened in any court or before any arbitrator or governmental instrumentality that purports to affect the Company, its Subsidiaries, any Unconsolidated Affiliate or any transaction contemplated by the Loan Documents, if such action, suit, investigation or proceeding could reasonably be expected to have a Material Adverse Effect and # immediately after giving effect to this Agreement (including the initial Loans made and Letters of Credit issued hereunder), the other Loan Documents and all the transactions contemplated herein and therein to occur on such date, # no Default or Event of Default exists, # all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects (other than any representations and warranties that contain a materiality qualification, which shall be true and

Officer’s Certificates. The Administrative Agent shall have received a certificate of each of the Loan Parties signed by an Authorized Officer, dated as of the date hereof stating that # all representations and warranties of the Loan Parties set forth in the Amended Credit Agreement are true and correct in all material respects # the Loan Parties are in compliance with each of the covenants and conditions in this Amendment and the Amended Credit Agreement, # no Event of Default or Potential Default exists, # no Material Adverse Change has occurred since December 31, 2017 and # Loan Parties’ compliance with ERISA, Code, and applicable Laws regarding Plans and Benefit Arrangements and funding of Plans by ERISA Group.