Contract analysis

Section 1 — Authority and Capacity I, Gretchen Unger, hereby certify that I am the duly appointed, qualified, and acting Chief Operating Officer of Lakewood Regional Health Partners, LLC and that I am fully authorized to execute and deliver this Certificate on behalf of the Seller pursuant to resolutions duly adopted by the members of the Seller and in accordance with the Seller's limited liability company agreement,

Section 2 — Truth and Correctness of Representations and Warranties I hereby certify, on behalf of the Seller, that each of the representations and warranties of the Seller contained in Article IV of the Agreement and in any certificate or other document delivered by or on behalf of the Seller pursuant to or in connection with the Agreement: (a) to the extent such representation or warranty is qualified or limited by

Section 3 — Performance of Covenants I hereby certify, on behalf of the Seller, that the Seller has duly performed and complied in all material respects with all covenants, obligations, agreements, and conditions required by the Agreement to be performed, satisfied, or complied with by the Seller at or prior to the Closing Date. Without limiting the generality of the foregoing, the Seller has performed and complied i

Section 4 — Absence of Material Adverse Effect I hereby certify, on behalf of the Seller, that since June 16, 2025 (being the date of the Agreement), no event, change, occurrence, development, circumstance, condition, effect, or state of facts has occurred or arisen that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on (i) the Seller, (ii) the Purchased

Section 5 — Reliance The Seller acknowledges and agrees that Buyer is relying on this Certificate, and the certifications, representations, and statements made herein, as a condition to the Closing under Sections 7.2(c) and 7.2(d) of the Agreement. This Certificate is being delivered for the benefit of the Buyer and its successors, assigns, and permitted transferees and may be relied upon by each of them. Without lim

Section 6 — Governing Law This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Any dispute arising out of or relatin