Contract analysis

Section 1. Representations and Warranties. Each of the representations and warranties of the Company and the Guarantors contained in the Purchase Agreement, including without limitation those set forth in Section 1 thereof, is true and correct in all material respects as of the date of the Purchase Agreement (June 18, 2024) and as of the Closing Date (June 25, 2024), with the same force and effect as though expressly

Section 2. No Material Adverse Effect. Since the date of the Final Offering Memorandum dated June 18, 2024 (as supplemented or amended through the Closing Date, the "Offering Memorandum"), there has been no change, event, occurrence, development, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on: (a) the business, financial condition, pro

Section 3. Compliance with Covenants and Agreements. The Company and each Guarantor have complied in all material respects with all covenants, agreements, obligations, and conditions contained in the Purchase Agreement that are required to be performed, satisfied, or complied with by the Company or any Guarantor at or before the Closing Date. Without limiting the generality of the foregoing, the Company and the Guara

Section 4. Conditions to Closing Satisfied. All conditions set forth in Article VII (Conditions to the Initial Purchasers' Obligations) of the Purchase Agreement have been satisfied or, where applicable, waived in writing by the Representative on behalf of the Initial Purchasers, as of the Closing Date, June 25, 2024. Without limiting the generality of the foregoing, the undersigned specifically certify that each of

Section 5. No Stop Order or Proceedings. No stop order or similar order has been issued by the Securities and Exchange Commission (the "SEC") or any state securities commission or other regulatory authority, and no proceedings for such purpose have been initiated, pending, or, to the knowledge of the Company, threatened, with respect to the offering, sale, or issuance of the Notes. The undersigned acknowledge that th

Section 6. Offering Memorandum Accuracy. The Final Offering Memorandum dated June 18, 2024 (including all documents incorporated or deemed incorporated therein by reference and all supplements and amendments thereto through the Closing Date), 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 th

Section 7. Use of Proceeds Confirmation. The net proceeds of the offering of the Notes, in the amount of $483,750,000 (representing the aggregate principal amount of $500,000,000 less the Initial Purchasers' discount of $16,250,000), will be applied substantially as described in the Offering Memorandum under the heading "Use of Proceeds." Specifically, the Company intends to apply the net proceeds of the offering as

Section 8. No Default. No Default or Event of Default (each as defined in the Indenture) has occurred and is continuing as of the Closing Date, and no Default or Event of Default will result from the issuance of the Notes, the execution and delivery of the Indenture, the execution and delivery of the Guarantees, or the consummation of any of the other transactions contemplated by the Purchase Agreement or the other T

Section 9. Investment Company Act. Neither the Company nor any of its subsidiaries is, or after giving effect to the offering of the Notes and the application of the net proceeds therefrom as described in Section 7 of this Certificate and in the Offering Memorandum will be, required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act

Section 10. Additional Certifications. Each of the undersigned hereby certifies, in her or his capacity as a duly authorized officer of the Company, as follows: (a) Each of the undersigned is a duly elected or appointed officer of the Company holding the title set forth opposite such person's name on the signature page hereof, and each such person has been duly authorized by the Board of Directors of the Company to e