Common use of Officer’s Certificate of the Bank Clause in Contracts

Officer’s Certificate of the Bank. The Representative shall have received a certificate, dated the Closing Date, of a Vice President or more senior officer of the Bank in which such officer shall state that, to his or her knowledge after due inquiry, (i) the representations and warranties of the Bank in this Agreement are true and correct in all material respects on and as of the Closing Date, (ii) the Bank has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder on or prior to the Closing Date, (iii) the Registration Statement has become effective, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, (iv) subsequent to the Time of Sale, there has been no material adverse change in the financial position or results of operations of the Bank’s credit card business except as set forth in or contemplated by the Time of Sale Information and the Prospectus or as described in such certificate and (v) the officer has reviewed the Registration Statement, the Time of Sale Information and the Prospectus and the representation set forth in subsection 3(a) hereof is true and correct.