Common use of Officers’ Certificates of the Issuer Clause in Contracts

Officers’ Certificates of the Issuer. (A) An Officer’s certificate of the Issuer, dated as of the date hereof, (A) evidencing the authorization of the execution and delivery on behalf of the Issuer of (1) the Amendment Documents to which the Issuer is a party; and (2) such related documents as may be required for the purpose of the Issuance and the transactions contemplated in the Indenture, this Amendment Agreement and the Amendment Documents; and (B) certifying that (1) the copies of the Authorizing Resolution and Constitutive Documents attached thereto are, in each case, a true and complete copy thereof; (2) such authorizations have not been amended or rescinded and are in full force and effect on and as of the date hereof; and (3) the Officers of the Issuer authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon. (B) An Officer’s certificate of the Issuer, dated as of the date hereof, stating that, to the Officer’s knowledge, (i) the Issuer is not in default under the Indenture; (ii) the issuance of the Class A-R Notes applied for by it will not result in a default or a breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; (iii) if applicable, all conditions precedent provided in the Indenture relating to the authentication and delivery of the Class A-R Notes applied for by it have been complied with; (iv) if applicable, all expenses due or accrued with respect to the issuance and sale of such Class A-R Notes or relating to actions taken on or in connection with the date hereof have been paid or reserves therefor have been made; and (v) all of its representations and warranties contained in the Indenture, this Amendment Agreement and each Amendment Agreement are true and correct as of the date hereof.

Officers’ Certificates of the Issuer. (A) An Officer’s certificate of the Issuer, dated as of the date hereof, (Aa) evidencing the authorization of the execution and delivery on behalf of the Issuer of (1) the Amendment 2019 Transaction Documents to which the Issuer is a party; and (2) such related documents as may be required for the purpose of the Issuance and the transactions contemplated in the Indenture, this Amendment Agreement Indenture and the Amendment 2019 Transaction Documents; and (Bb) certifying that (1) the copies of the Authorizing Resolution and Constitutive Constitutive; Documents attached thereto are, in each case, a true and complete copy thereof; (2) such authorizations have not been amended or rescinded and are in full force and effect on and as of the date hereof; and (3) the Officers of the Issuer authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon; and (4) all Portfolio Asset Obligors on all Portfolio Assets have been directed to make all payments under the relevant Underlying Instrument in respect of such Portfolio Asset directly to the Collection Account; (5) all of the conditions precedent set forth in Section 3 of this Supplemental Indenture have been met. (B) An Officer’s certificate of the Issuer, dated as of the date hereof, stating that, to the Officer’s knowledge, (ia) the Issuer is not in default under the Original Indenture; (iib) all conditions precedent provided in the Original Indenture relating to the entry into this Sixth Supplemental Indenture have been satisfied or waived; (c) all conditions precedent provided in the Indenture relating to the authentication and delivery of the Class A-2 Notes applied for by it have been complied with; (d) all conditions precedent provided in the Class A-2 Placement Agency Agreement have been complied with or otherwise waived by UBS; (e) the issuance of the Class A-R A-2 Notes applied for by it the Issuer will not result in a default or a breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; (iiif) if applicable, all conditions precedent provided in the Indenture relating to the authentication and delivery of the Class A-R Notes applied for by it have been complied with; (iv) if applicable, all expenses due or accrued with respect to the issuance and sale of such Class A-R A-2 Notes or relating to actions taken on or in connection with the date hereof Amendment and Restatement Date have been paid or reserves therefor have been made; and (vg) all of its representations and warranties contained in the Indenture, this Amendment Agreement Indenture and each Amendment Agreement the 2019 Transaction Documents are true and correct as of the date hereof.

Officers’ Certificates of the Issuer. (A) An Officer’s certificate of the Issuer, dated as of the date hereof, (A) evidencing the authorization of the execution and delivery on behalf of the Issuer of (1) the Amendment Documents to which the Issuer is a party; and (2) such related documents as may be required for the purpose of the Issuance Class A-R Notes Amendments and the transactions contemplated in the Indenture, this Third Amendment Agreement and the Amendment Documents; and (B) certifying that (1) the copies of the Authorizing Resolution and Constitutive Documents attached thereto are, in each case, a true and complete copy thereof; (2) such authorizations have not been amended or rescinded and are in full force and effect on and as of the date hereof; and (3) the Officers of the Issuer authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon. (B) An Officer’s certificate of the Issuer, dated as of the date hereof, stating that, to the Officer’s knowledge, (i) the Issuer is not in default under the Indenture; (ii) the issuance of the Class A-R Notes applied for by it Amendments will not result in a default or a breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; (iii) if applicable, all conditions precedent provided in the Indenture relating to the authentication and delivery of the Class A-R Notes applied for by it Amendments have been complied with; (iv) if applicable, all expenses due or accrued with respect to the issuance and sale of such Class A-R Notes Amendments or relating to actions taken on or in connection with the date hereof have been paid or reserves therefor have been made; and (v) all of its representations and warranties contained in the Indenture, this Third Amendment Agreement and each Amendment Agreement Document are true and correct as of the date hereof.

Officers’ Certificates of the Issuer. (A) An Officer’s certificate of the Issuer, dated as of the date hereof, (A) evidencing the authorization of the execution and delivery on behalf of the Issuer of (1) the Amendment Documents to which the Issuer is a party; and (2) such related documents as may be required for the purpose of the Issuance Class A Notes Amendments and the Class A-R Notes Amendments and the transactions contemplated in the Indenture, this Second Amendment Agreement and the Amendment Documents; and (B) certifying that (1) the copies of the Authorizing Resolution and Constitutive Documents attached thereto are, in each case, a true and complete copy thereof; (2) such authorizations have not been amended or rescinded and are in full force and effect on and as of the date hereof; and (3) the Officers of the Issuer authorized to execute and deliver such documents hold the offices and have the signatures indicated thereon. (B) An Officer’s certificate of the Issuer, dated as of the date hereof, stating that, to the Officer’s knowledge, (i) the Issuer is not in default under the Indenture; (ii) the issuance of Class A Notes Amendments and the Class A-R Notes applied for by it Amendments will not result in a default or a breach of any of the terms, conditions or provisions of, or constitute a default under, its organizational documents, any indenture or other agreement or instrument to which it is a party or by which it is bound, or any order of any court or administrative agency entered in any Proceeding to which it is a party or by which it may be bound or to which it may be subject; (iii) if applicable, all conditions precedent provided in the Indenture relating to the authentication Class A Notes Amendments and delivery of the Class A-R Notes applied for by it Amendments have been complied with; (iv) if applicable, all expenses due or accrued with respect to the issuance Class A Notes Amendments and sale of such the Class A-R Notes Amendments or relating to actions taken on or in connection with the date hereof have been paid or reserves therefor have been made; and (v) all of its representations and warranties contained in the Indenture, this Second Amendment Agreement and each Amendment Agreement Document are true and correct as of the date hereof.