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Contract analysis / solvency-certificate-execution.docx
solvency-certificate-execution.docx
1019-00002 · 7 clauses
High · 0 Medium · 2 Standard · 5
1. Recitals and Introduction Standard
⚑ Commercial term
1. Recitals and Introduction The undersigned, Sandra Petrova, is the duly appointed and acting Chief Financial Officer of Whitmore Aerospace LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware ("WAL" or the "Borrower"), with its principal executive office located at 2400 Centennial Tower Drive, Suite 800, Herndon, Virginia 20170. This Solvency Certificate (this
2. Transactions Considered; Basis of Certificate Standard
⚑ Commercial term
2. Transactions Considered; Basis of Certificate In providing the certifications set forth in this Certificate, the undersigned has given full pro forma effect to the consummation of the Transactions (as defined in the Credit Agreement), including, without limitation, the following: (a) Execution of Credit Agreement and Loan Documents. The execution, delivery, and performance of the Credit Agreement and all related L
3. Financial Information Reviewed Standard
⚑ Commercial term
3. Financial Information Reviewed The undersigned, in forming the opinions and certifications set forth in Sections 5 and 6 below, has reviewed and relied upon the following financial information, documents, and materials: (a) Audited Financial Statements. The audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2025 (the "FY2025 Financial Statements"),
4. Definitions of Solvency Terms Standard
⚑ Commercial term
4. Definitions of Solvency Terms For purposes of this Certificate, the following terms shall have the following meanings: (a) "Fair Value" means the amount at which the aggregate assets, both tangible and intangible, of the Borrower and its Subsidiaries, taken as a whole on a consolidated basis, would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each havi
5. Solvency Certifications Standard
⚑ Commercial term
5. Solvency Certifications Based upon and subject to the foregoing, and in reliance upon the financial information, analyses, and other materials described in Section 3 above, the undersigned hereby certifies, on behalf of the Borrower and in her capacity as Chief Financial Officer of the Borrower (and not in her individual capacity), that as of the date hereof, after giving full pro forma effect to the consummation
6. Assumptions and Qualifications Medium
⚑ Forum / governing law
6. Assumptions and Qualifications The certifications set forth in this Certificate are made as of the date hereof, after giving full pro forma effect to the Transactions, and speak only as of such date. The undersigned undertakes no obligation to update, revise, or supplement this Certificate or the certifications set forth herein after the date hereof, except as may be expressly required by the terms of the Credit A
7. Execution Medium
⚑ Forum / governing law
7. Execution IN WITNESS WHEREOF, the undersigned has executed and delivered this Solvency Certificate as of January 30, 2026. WHITMORE AEROSPACE LLC By: ________ Name: Sandra Petrova Title: Chief Financial Officer Date: January 30, 2026 Schedule A SUMMARY OF KEY PRO FORMA FINANCIAL METRICS (As of and for the Fiscal Year Ended December 31, 2025, After Giving Pro Forma Effect to the Transactions) This Schedule A is pro