Contract analysis
Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.
Contract analysis / secretarys-certificate.docx
secretarys-certificate.docx
High · 0
Medium · 7
Standard · 1
1. Articles of Association
1. Articles of Association Attached hereto as Exhibit A is a true, correct, and complete copy of the Articles of Association of Belmont Ridge Bank, National Association (OCC Charter No. 18742), as currently in effect on the date hereof (the "Articles of Association"). I have compared the copy of the Articles of Association attached hereto as Exhibit A with the original Articles of Association on file in the corporate
2. Amended and Restated Bylaws
2. Amended and Restated Bylaws Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of Belmont Ridge Bank, National Association, as currently in effect on the date hereof (the "Bylaws"). I have compared the copy of the Bylaws attached hereto as Exhibit B with the original Bylaws on file in the corporate records of the Bank, and I certify that the attached copy is a tru
3. Board Resolutions
Medium
⚑ Forum / governing law
3. Board Resolutions Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of the Bank by unanimous written consent effective as of February 13, 2026, authorizing each of the following actions on behalf of and in the name of the Bank: (a) The issuance and sale by the Bank of Three Hundred Fifty Million Dollars ($350,000,000) in
4. Incumbency and Specimen Signatures
Medium
⚑ Confidentiality undertaking
4. Incumbency and Specimen Signatures Attached hereto as Exhibit D is an incumbency and specimen signature certificate setting forth the name, title, and genuine specimen signature of each officer of the Bank who has been authorized pursuant to the Resolutions to execute and deliver, on behalf of the Bank, one or more of the Transaction Documents identified below. I hereby certify that the following persons are, as o
5. Additional Certifications
Medium
⚑ Forum / governing law
5. Additional Certifications In addition to the certifications set forth in Sections 1 through 4 above, I further certify as follows: (a) No Dissolution or Receivership Proceedings. No proceedings for the dissolution, liquidation, receivership, conservatorship, or winding up of the Bank have been commenced, are pending, or, to my knowledge, are threatened or contemplated by any person, entity, or governmental authori
6. Reliance
Standard
⚑ Commercial term
6. Reliance This Certificate, together with the exhibits attached hereto, is being furnished to the following parties, each of whom is entitled to rely upon the certifications and representations contained herein and on the accuracy and completeness of the exhibits attached hereto: (a) The Initial Purchasers, consisting of Wainwright Zanthor & Co., LLC, as Representative, Redstone Capital Markets LLC, and Kensington
1. Marcus D. Harrington
Medium
⚑ Confidentiality undertaking
1. Marcus D. Harrington Title: Chief Executive Officer Authorization: Duly authorized pursuant to the Resolutions to execute and deliver, on behalf of the Bank, any and all Transaction Documents, including without limitation the Purchase Agreement, the Indenture, the Registration Rights Agreement, the Global Note, the Officer's Certificate, the Confidential Offering Memorandum, and any and all related documents, inst
2. Priya Narasimhan
Medium
⚑ Confidentiality undertaking
2. Priya Narasimhan Title: Chief Financial Officer Authorization: Duly authorized pursuant to the Resolutions to execute and deliver, on behalf of the Bank, any and all Transaction Documents, including without limitation the Purchase Agreement, the Indenture, the Registration Rights Agreement, the Global Note, the Officer's Certificate, the Confidential Offering Memorandum, and any and all related documents, instrume
3. Diane K. Wexler
Medium
⚑ Confidentiality undertaking
3. Diane K. Wexler Title: General Counsel and Corporate Secretary Authorization: Duly authorized pursuant to the Resolutions to execute and deliver, on behalf of the Bank, any and all Transaction Documents, including without limitation the Purchase Agreement, the Indenture, the Registration Rights Agreement, the Global Note, the Officer's Certificate, the Confidential Offering Memorandum, this Secretary's Certificate
4. Jonathan R. Talbott
Medium
⚑ Confidentiality undertaking
4. Jonathan R. Talbott Title: Treasurer Authorization: Duly authorized pursuant to the Resolutions to execute and deliver, on behalf of the Bank, any and all Transaction Documents, including without limitation the Purchase Agreement, the Indenture, the Registration Rights Agreement, the Global Note, the Officer's Certificate, the Confidential Offering Memorandum, and any and all related documents, instruments, agreem