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EXHIBIT B <br /> OFFICER'S CERTIFICATE <br /> This Certificate is being furnished to THE WALTON FAMILY FOUNDATION <br /> (the"Lender")pursuant to Section 3.1 of the Loan Agreement dated as of the date hereof <br /> (the"Agreement"),between the Lender and THE CITY OF BATESVILLE,ARKANSAS, <br /> a municipal corporation (the "Borrower"). Capitalized terms used herein and not <br /> otherwise defined shall have the meanings set forth in the Agreement. <br /> The undersigned,Rick Elumbaugh,certifies that they are the duly elected,qualified <br /> and acting Mayor of the Borrower, a municipal corporation organized and duly existing <br /> under the laws of the State of Arkansas, and that as Mayor, he/she is familiar with the <br /> organizational records and seal,if any,of the Borrower. <br /> The undersigned further certifies in their capacity as Mayor of the Borrower: <br /> 1. The representations made by the Borrower in the Agreement are true and <br /> correct as of the date hereof. <br /> 2. No Event of Default or event that with notice or passage of time or both <br /> would become an Event of Default has occurred and is continuing. <br /> 5. Attached hereto as Attachment A is a true, correct and complete copy of <br /> resolutions duly adopted by the City Council of Batesville,Arkansas on ,2025;such <br /> resolutions have not been amended,rescinded or revoked,and remain,on the date hereof, <br /> in full force and effect as of the date hereof;and the borrowing of the Loan from the Lender <br /> contemplated by the Agreement, the Note evidencing the Loan, and the transactions <br /> contemplated thereby come within the guidelines set forth in such resolutions <br /> IN WITNESS WHEREOF,the undersigned has executed this certificate as <br /> of the day of ,2025. <br /> By: <br /> Title:Mayor <br /> The undersigned, Jessica Davis, certifies that they are the duly elected, qualified <br /> and acting City Clerk of the Borrower,and that as City Clerk,they are familiar with the <br /> organizational records and seal,if any,of the Borrower. <br /> The undersigned further certifies in their capacity as City Clerk of the Borrower: <br /> The following person: (i) is the duly elected, qualified and acting officer of the <br /> Borrower occupying the office set forth opposite their name, and the signature set forth <br /> opposite their name is his/her true signature and(ii)is duly authorized to execute,deliver <br />