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Contract analysis / officers-certificate-wal.docx
officers-certificate-wal.docx
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Section 1. Organizational Documents
Section 1. Organizational Documents 1.1 Certificate of Formation. The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation of Whitmore Aerospace LLC (the "Certificate of Formation"), as originally filed with the Secretary of State of the State of Delaware (Filing No. 5738291), together with all amendments, restatements, supplements, and o
Section 2. Resolutions and Authorizing Action
Standard
⚑ Commercial term
Section 2. Resolutions and Authorizing Action 2.1 Member Resolutions. The undersigned hereby certifies that attached hereto as Exhibit C are true, correct, and complete copies of the resolutions (the "Resolutions") duly adopted by the members of Whitmore Aerospace LLC, acting by written consent in lieu of a meeting, on January 22, 2026. The undersigned further certifies that the Resolutions were duly adopted in accor
Section 3. Incumbency
Section 3. Incumbency The undersigned hereby certifies that each of the following persons is a duly elected or appointed officer of Whitmore Aerospace LLC, currently holds the office set forth opposite his or her respective name below, and that the signature set forth opposite his or her respective name is the true and genuine signature of such person: The undersigned further certifies that each of the foregoing indi
Section 4. Good Standing
Section 4. Good Standing The undersigned hereby certifies that attached hereto as Exhibit D is a certificate of good standing (or equivalent certificate of status or legal existence) for Whitmore Aerospace LLC issued by the Secretary of State of the State of Delaware, the jurisdiction of formation of the Company, which certificate is dated not more than ten (10) days prior to the date hereof. Such certificate confirm
Section 5. Additional Certifications
Medium
⚑ Forum / governing law
Section 5. Additional Certifications 5.1 No Dissolution or Bankruptcy. The undersigned hereby certifies that no proceedings have been instituted or are pending or, to the knowledge of the undersigned, threatened for the dissolution, merger, consolidation, conversion, domestication, or liquidation of the Company, whether voluntary or involuntary, under the DLLCA or any other applicable law. No certificate of cancellat
Section 6. Reliance
Standard
⚑ Commercial term
Section 6. Reliance This Certificate is furnished to Prescott National Bank, N.A., in its capacities as Administrative Agent and Collateral Agent under the Credit Agreement, and to each of the Lenders party to the Credit Agreement from time to time, and each such person and its successors and assigns is entitled to rely conclusively on the certifications, representations, and statements made herein in connection with