Contract analysis

Section 1. Certification of Representations and Warranties 1.1 Each of the representations and warranties of the Issuers and the Guarantors set forth in Section 3 of the Purchase Agreement is true and correct in all material respects as of the date of the Purchase Agreement and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date; provided, however, that in the case of a

Section 2. Certification of Compliance with Covenants 2.1 The Issuers and each of the Guarantors have complied in all material respects with all of their respective covenants, agreements, and obligations under the Purchase Agreement that are required to be performed or complied with on or prior to the Closing Date. 2.2 Without limiting the generality of Section 2.1 above, the Issuers confirm compliance with the follo

Section 3. No Material Adverse Change 3.1 Since the date of the Preliminary Offering Memorandum, dated April 28, 2025 (the "Preliminary Offering Memorandum"), there has been no Material Adverse Change (as defined in the Purchase Agreement) in the business, properties, financial condition, results of operations, or prospects of the Issuers and the Guarantors, taken as a whole, whether or not arising from transactions

Section 4. No Default or Event of Default 4.1 No Default or Event of Default (each as defined in the Indenture) has occurred and is continuing as of the Closing Date, or would result from the issuance and sale of the Notes or the application of the proceeds therefrom as described in the Final Offering Memorandum under the caption "Use of Proceeds." The Issuers and the Guarantors are in compliance with all covenants,

Section 5. Use of Proceeds Confirmation 5.1 The net proceeds of the offering of the Notes will be applied solely as set forth in the Final Offering Memorandum under the caption "Use of Proceeds," specifically as follows: (a) approximately $450,000,000 to partially repay the existing 7.50% Senior Unsecured Notes due 2028, resulting in a reduction of the aggregate outstanding principal amount thereof from $850,000,000

Section 6. Accuracy of the Final Offering Memorandum 6.1 The Final Offering Memorandum, dated May 14, 2025, as of its date and as of the Closing Date, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the undersigned has reviewed the Final Off

Section 7. Sanctions and Anti-Corruption Compliance 7.1 None of the Issuers, the Guarantors, or any of their respective directors, officers, or employees, or, to the knowledge of the undersigned, any of their agents or affiliates, (i) is a person or entity currently the subject or the target of any sanctions administered or enforced by OFAC, the U.S. Department of State, the United Nations Security Council, the Europ

Section 8. Litigation 8.1 There is no action, suit, proceeding, inquiry, investigation, or claim before or by any court, governmental agency or body, self-regulatory organization, or arbitral tribunal, domestic or foreign, now pending, or, to the knowledge of the undersigned, threatened in writing, against or affecting the Issuers or any Guarantor, or any of their respective properties, officers, or directors, that (

Section 9. Ratings 9.1 The undersigned hereby confirm that the preliminary credit ratings assigned to the Notes by the following rating agencies remain in full force and effect as of the Closing Date and have not been withdrawn, suspended, lowered, or placed under review for possible downgrade: (a) Lodestar Ratings International: preliminary B2 with a Stable Outlook; and (b) Veridian Credit Assessments Inc.: prelimin

Section 10. Additional Certifications 10.1 All conditions precedent to the obligations of the Initial Purchasers to consummate the purchase of the Notes on the Closing Date as set forth in Section 6 of the Purchase Agreement have been satisfied or, where expressly permitted by the terms thereof, duly waived by the Initial Purchasers. As of the date of this Certificate, no conditions precedent have been waived, and al

Section 11. Pro Forma Financial Information 11.1 The pro forma financial information set forth in the Final Offering Memorandum under the captions "Summary — Summary Historical and Pro Forma Financial Data," "Capitalization," and "Unaudited Pro Forma Condensed Consolidated Financial Information" has been prepared on a reasonable basis, reflects adjustments that are factually supportable and directly attributable to t

1. Purchase Agreement, dated as of May 12, 2025, by and among the Issuers, the Guarantors, and the Initial Purchasers. See Section 3 (Representations and Warranties of the Issuers and the Guarantors) and Section 6 (Conditions Precedent to Closing), including Sections 6(a) through 6(q) thereof, which set forth the conditions precedent to the obligations of the Initial Purchasers being certified herein.

2. Indenture, dated as of May 15, 2025, by and among the Issuers, the Guarantors, and Northgate Trust Company, N.A., as Trustee and Collateral Agent, governing the terms of the 9.375% Senior Secured Notes due 2032.

3. Final Offering Memorandum, dated May 14, 2025, relating to the offering of $850,000,000 aggregate principal amount of 9.375% Senior Secured Notes due 2032.

4. Preliminary Offering Memorandum, dated April 28, 2025, as referenced in Section 3 of this Certificate.

5. Registration Rights Agreement, dated as of May 15, 2025, by and among the Issuers, the Guarantors, and the Initial Purchasers.

6. Intercreditor Agreement, dated as of May 15, 2025, by and among Northgate Trust Company, N.A. (as Notes Collateral Agent), Velthorn National Bank, N.A. (as ABL Agent), the Issuers, and the Guarantors.

7. Security Documents, as described in Section 2.2(b) of this Certificate. This Officers' Certificate is delivered solely for the benefit of the Initial Purchasers as a condition precedent to closing under the Purchase Agreement and may not be relied upon by any other person or entity without the prior written consent of the Issuers and the Initial Purchasers. The certifications contained herein are made as of the Cl