Extract to table

(as security agent, the "Security Agent"), governing the Notes; WHEREAS, in connection with the offering and sale of the Notes, the Co-Issuers have prepared or caused to be prepared an offering memorandum (the "Offering Memorandum," near-final, 4th draft, dated September 12, 2022), containing information concerning the Co-Issuers, the Guarantor Subsidiaries, the Notes, and the transactions contemplated by the Transaction Documents; WHEREAS, this Officers' Certificate (this "Certificate") is being delivered pursuant to Section [●] of the Purchase Agreement as a condition precedent to the obligations of the Initial Purchasers to purchase the Notes on the Closing Date (as defined in the Purchase Agreement); and WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Purchase Agreement or, if not defined therein, in the Indenture

In addition, the Initial Purchaser discount payable by the Co-Issuers to the Initial Purchasers shall be $8,000,000 (representing 2

The delivery of this Certificate shall not, however, confer any rights upon any other person or entity, except as expressly provided in the Purchase Agreement