Common use of Officers’ Certificate of the Issuer Regarding Corporate Matters Clause in Contracts

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A) evidencing the authorization by Resolution of the execution and delivery of this Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreements and related transaction documents and in each case the execution, authentication and delivery of the Notes applied for by it and specifying the Stated Maturity, principal amount and Interest Rate of each Class of Secured Notes to be authenticated and delivered and the Stated Maturity and principal amount of Subordinated Notes to be authenticated and delivered and (B) certifying that (1) the attached copy of the Resolution is a true and complete copy thereof, (2) such Resolutions have not been rescinded and are in full force and effect on and as of the Closing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A1) evidencing the authorization by Resolution of the Issuer of the execution and delivery of this Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreements a supplemental indenture and related transaction documents and in each case the execution, authentication and delivery of the Notes Additional Securities and incurrence of any Class A-1L Loans constituting additional debt applied for by it and and, if applicable, specifying the Stated Maturity, the principal amount and Interest Rate of each Class of Secured Notes such Additional Securities to be authenticated and delivered and (or, in the Stated Maturity and principal amount case of Subordinated Notes to be authenticated and delivered the Class A-1L Loans, incurred), and (B2) certifying that (1a) the attached copy of the Resolution is such Resolutions are a true and complete copy thereof, (2b) such Resolutions have not been rescinded and are in full force and effect on and as of the Additional Securities Closing Date and (3c) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (Ai) evidencing the authorization by Resolution of the execution and delivery of this Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreements Agreement and related transaction documents and in each case the execution, authentication and delivery of the Notes applied for by it and it, with such Officer’s certificate specifying the Stated Maturity, principal amount and Interest Rate of each Class of the Secured Notes to be authenticated and delivered and the Stated Maturity and principal amount of Subordinated Notes to be authenticated and delivered and (Bii) certifying that (1A) the attached copy of the Resolution is a true and complete copy thereof, (2B) such Resolutions resolutions have not been rescinded and are in full force and effect on and as of the Closing Date and (3C) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A) evidencing the authorization by Resolution of the execution and delivery of this Indenture, and in the case of the Issuer, the Collateral Management Agreement, the Collateral Administration Agreement, the Master any Loan Sale Agreements Agreement and related transaction documents and in each case the execution, authentication and (with respect to the Issuer only) delivery of the Notes applied for by it and specifying the Stated Maturity, principal amount and Interest Rate of each Class of the Secured Notes to be authenticated and delivered and the Stated Maturity and principal amount of Subordinated Notes to be authenticated and delivered delivered, as applicable, and (B) certifying that (1) the attached copy of the Resolution is a true and complete copy thereof, (2) such Resolutions have not been rescinded and are in full force and effect on and as of the Closing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A1) evidencing the authorization by Resolution of the Issuer of the execution and delivery of this Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreements a supplemental indenture and related transaction documents and in each case the execution, authentication and delivery of the Notes Additional Debt and incurrence of any Class A-L Loans constituting additional debt applied for by it and and, if applicable, specifying the Stated Maturity, the principal amount and Interest Rate of each Class of Secured Notes such Additional Debt to be authenticated and delivered and (or, in the Stated Maturity and principal amount case of Subordinated Notes to be authenticated and delivered the Class A-L Loans, incurred), and (B2) certifying that (1a) the attached copy of the Resolution is such Resolutions are a true and complete copy thereof, (2b) such Resolutions have not been rescinded and are in full force and effect on and as of the Additional Debt Closing Date and (3c) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A1) evidencing the authorization by Resolution of the Issuer of the execution and delivery of this Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreements a supplemental indenture and related transaction documents and in each case the execution, authentication and delivery of the Notes Additional Securities and incurrence of any Class A-L Loans constituting additional debt applied for by it and and, if applicable, specifying the Stated Maturity, the principal amount and Interest Rate of each Class of Secured Notes such Additional Securities to be authenticated and delivered and (or in the Stated Maturity and principal amount case of Subordinated Notes to be authenticated and delivered the Class A-L Loans, incurred), and (B2) certifying that (1a) the attached copy of the Resolution is such Resolutions are a true and complete copy thereof, (2b) such Resolutions have not been rescinded and are in full force and effect on and as of the Additional Securities Closing Date and (3c) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A) evidencing the authorization by Resolution of the execution and delivery of this Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreements a supplemental indenture pursuant to Section 8.1(a)(xii) and related transaction documents and in each case the execution, authentication and delivery of the Additional Notes applied for by it it, and specifying the Stated Maturity, the principal amount and Interest Rate of each Class of such Additional Notes that are Secured Notes to be authenticated and delivered and the Stated Maturity and principal amount of the Subordinated Notes to be authenticated and delivered and (B) certifying that (1) the attached copy of the such Resolution is a true and complete copy thereof, (2) such Resolutions resolutions have not been rescinded and are in full force and effect on and as of the Additional Notes Closing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s 's certificate of the Issuer (A) evidencing the authorization by Resolution of the execution and delivery of this Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreements Agreement and related transaction documents and in each case the execution, authentication and delivery of the Notes applied for by it and specifying the Stated Maturity, principal amount and Interest Rate of each Class of Secured Notes to be authenticated and delivered and the Stated Maturity and principal amount of Subordinated Notes to be authenticated and delivered and (B) certifying that (1) the attached copy of the Resolution is a true and complete copy thereof, (2) such Resolutions have not been rescinded and are in full force and effect on and as of the Closing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A) evidencing the authorization by Resolution of the execution and delivery of this Indenture, and in the case of the Issuer, the Collateral Management Agreement, the Collateral Administration Agreement, the Master any Loan Sale Agreements Agreement and related transaction documents and in each case the execution, authentication and (with respect to the Issuer only) delivery of the Notes applied for by it and specifying the Stated Maturity, principal amount and Interest Rate of each Class of the Secured Notes to be authenticated and delivered and the Stated Maturity and principal amount of Subordinated Notes to be authenticated and delivered delivered, as applicable, and (B) certifying that (1) the attached copy of the Resolution is a true and complete copy thereof, (2) such Resolutions have not been rescinded and are in full force and effect on and as of the Closing Refinancing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A) evidencing the authorization by Resolution of the execution and delivery of this Indenture, the Credit Agreement, the Collateral Management Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreements Agreement and related transaction documents and Transaction Documents and, in each case case, the execution, authentication and delivery of the Notes applied for by it and the incurrence of the Class A-1 Loans, (B) specifying the Stated Maturity, principal amount and Interest Rate (in the case of the Secured Debt) of each Class of Secured Notes to be authenticated and delivered and the Stated Maturity and principal amount of Subordinated Notes Class A-1 Loans to be authenticated and delivered incurred and (BC) certifying that (1) the attached copy of the Resolution is a true and complete copy thereof, (2) such Resolutions have Resolution has not been rescinded and are is in full force and effect on and as of the Closing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate Certificate of the Issuer (A) evidencing the authorization by Resolution of the execution and delivery of this the First Supplemental Indenture, the Refinancing Placement Agency Agreement, the EU/UK Refinancing Retention Letter, the Collateral Management Agreement and the Fiscal Agency Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreements and related transaction documents and in each case the execution, authentication and delivery of the First Refinancing Notes applied for by it and specifying the Stated Maturity, principal amount amount, and Interest Rate of each Class of Secured the First Refinancing Notes to be authenticated and delivered and the Stated Maturity and principal amount of Subordinated Notes to be authenticated and delivered as set forth in Section 1(a) hereto; and (B) certifying that (1) the attached copy of the Resolution is a true and complete copy thereof, (2) such Resolutions resolutions have not been rescinded and are in full force and effect on and as of the Closing Date date of issuance, and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A) evidencing the authorization by Resolution of the execution and delivery of this Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreements Agreement, the Securities Account Control Agreement and related transaction documents and in each case the execution, authentication and delivery of the Notes applied for by it and specifying the Stated Maturity, principal amount and Interest Rate of each Class of Secured Notes to be authenticated and delivered and the Stated Maturity and principal amount of the Subordinated Notes to be authenticated and delivered and (B) certifying that (1) the attached copy of the Resolution is a true and complete copy thereof, (2) such Resolutions resolutions have not been rescinded and are in full force and effect on and as of the Closing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A) evidencing the authorization by Resolution Resolutions of the execution and delivery of this Indenture, and in the case of the Issuer, the Collateral Management Agreement, the Collateral Administration AgreementMaster Participation Agreements, the Master Loan Sale Agreements Agreement, the Collateral Administration Agreement and related transaction documents Transaction Documents and in each case the execution, authentication and (with respect to the Issuer only) delivery of the Notes applied for by it and specifying the Stated Maturity, principal amount and Interest Rate of each Class of Secured Notes to be authenticated and delivered and the Stated Maturity and principal face amount of the Subordinated Notes to be authenticated and delivered and (B) certifying that (1) the attached copy of the Resolution Resolutions is a true and complete copy thereof, (2) such Resolutions resolutions have not been rescinded and are in full force and effect on and as of the Closing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A) evidencing the authorization by Resolution of the execution and delivery of this Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreements Agreement and related transaction documents and in each case the execution, authentication and delivery of the Notes applied for by it and it, with such Officer’s certificate specifying the Stated Maturity, principal amount and Interest Rate of each Class of Secured Notes to be authenticated and delivered and the Stated Maturity and principal amount of Subordinated Notes to be authenticated and delivered and (B) certifying that (1) the attached copy of the Resolution is a true and complete copy thereof, (2) such Resolutions resolutions have not been rescinded and are in full force and effect on and as of the Closing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A) evidencing the authorization by Resolution of the execution and delivery of this Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreements and related transaction documents and in each case the execution, authentication and delivery of the Notes applied for by it and specifying the Stated Maturity, principal amount and Interest Rate of each Class of the Secured Notes to be authenticated and delivered and the Stated Maturity and principal amount of Subordinated Notes to be authenticated and delivered delivered, and (B) certifying that (1) the attached copy of the Resolution is a true and complete copy thereof, (2) such Resolutions have not been rescinded and are in full force and effect on and as of the Closing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s 's certificate of the Issuer (A) evidencing the authorization by Resolution of the execution and delivery of this Indenture, the Collateral Management Agreement, the Credit Agreement, the Collateral Administration Agreement, the Securities Account Control Agreement, the Master Loan Sale Agreements and related transaction documents and in each case the execution, authentication and delivery of the Notes Debt applied for by it and specifying the Stated Maturity, principal amount and Interest Rate of each Class of Secured Notes Debt to be authenticated and delivered and the Stated Maturity and principal amount of Subordinated Notes to be authenticated and delivered and (B) certifying that (1) the attached copy of the Resolution is a true and complete copy thereof, (2) such Resolutions have not been rescinded and are in full force and effect on and as of the Closing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A1) evidencing the authorization by Resolution of the Issuer of the execution and delivery of this Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreements a supplemental indenture and related transaction documents and in each case the execution, authentication and delivery of the Notes Additional Debt and incurrence of any Class A-1L Loans constituting additional debt applied for by it and and, if applicable, specifying the Stated Maturity, the principal amount and Interest Rate of each Class of Secured Notes such Additional Debt to be authenticated and delivered and (or, in the Stated Maturity and principal amount case of Subordinated Notes to be authenticated and delivered the Class A-1L Loans, incurred), and (B2) certifying that (1a) the attached copy of the Resolution is such Resolutions are a true and complete copy thereof, (2b) such Resolutions have not been rescinded and are in full force and effect on and as of the Additional Debt Closing Date and (3c) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A) evidencing the authorization by Resolution of the execution and delivery of this Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreements and related transaction documents and in each case the execution, authentication and delivery of the Notes Debt applied for by it and specifying the Stated Maturity, principal amount and Interest Rate of each Class of Secured Notes Debt to be authenticated and delivered and the Stated Maturity and principal amount of Subordinated Notes to be authenticated and delivered and (B) certifying that (1) the attached copy of the Resolution is a true and complete copy thereof, (2) such Resolutions have not been rescinded and are in full force and effect on and as of the Closing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A) evidencing the authorization by Board Resolution of the execution and delivery of this Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreements Agreement and related transaction documents and in each case the execution, authentication and delivery of the Notes applied for by it and specifying the Stated Maturity, principal amount and Interest Rate of each Class of Secured Notes to be authenticated and delivered and the Stated Maturity and principal face amount of Subordinated Notes to be authenticated and delivered and (B) certifying that (1) the attached copy of the Board Resolution is a true and complete copy thereof, (2) such Resolutions resolutions have not been rescinded and are in full force and effect on and as of the Closing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.

Officers’ Certificate of the Issuer Regarding Corporate Matters. An Officer’s certificate of the Issuer (A) evidencing the authorization by Resolution of the execution and delivery of this Indenture, the Collateral Management Agreement, the Collateral Administration Agreement, the Master Loan Sale Agreements Agreement and related transaction documents and in each case the execution, authentication and delivery of the Notes applied for by it and it, with such Officer’s certificate specifying the Stated Maturity, principal amount and Interest Rate of each Class of the Secured Notes to be authenticated and delivered and the Stated Maturity and principal amount of Subordinated Notes to be authenticated and delivered and (B) certifying that (1) the attached copy of the Resolution is a true and complete copy thereof, (2) such Resolutions resolutions have not been rescinded and are in full force and effect on and as of the Closing Date and (3) the Officers authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon.