Common use of Responsible Officer’s Certificate Clause in Contracts

Responsible Officer’s Certificate. The Agent shall have received a certificate of a Responsible Officer of each Credit Party, dated as of the date hereof, (i) certifying that attached thereto is a true, complete and correct copy of each of the resolutions duly adopted by such Credit Party or the general partner of such Credit Party authorizing the execution, delivery and performance of this Amendment and each other Transaction Document to which it is a party and any Loan to be made under the Credit Agreement, and that such resolutions have not been amended, modified, revoked or rescinded, (ii) certifying as to the incumbency and specimen signature of each Responsible Officer of such Credit Party executing any Transaction Document, and such certificate and the documents attached thereto shall be in form and substance satisfactory to the Agent, (iii) attaching certificates of existence and good standing (or other similar instruments) for such Credit Party dated as of a recent date, certified to be correct and complete copies thereof and in effect on the date hereof, and in each case satisfactory to the Agent in its reasonable discretion, (iv) certifying that there have been no material changes to the Constituent Documents attached to the Officer’s Certificate of such Credit Party previously delivered to the Agent on [March 9, 2023] (or, where there have been material changes, attaching certified copies of such documents as modified and in effect as of the date hereof), (v) certifying that at the time of and immediately after giving effect to this Amendment, this Amendment and the increase to the Committed Loan Limits reflected in the Credit Agreement as amended by this Amendment does not breach any indebtedness limitation set forth in such Credit Party’s Constituent Documents and (vi) certifying as to such Credit Party’s compliance with the conditions precedent set out in 4.3 (Representations and Warranties), 4.4 (No Default or Event of Default) and 4.10 (Security Interest) as though such representations and warranties were made on and as of the date hereof, and any references therein to the Closing Date shall be deemed to be the date hereof.

Responsible Officer’s Certificate. The Administrative Agent shall have received a certificate of a Responsible Officer Officer’s Certificate of each Credit Loan Party, dated as of the date hereofClosing Date, substantially in the form of Exhibit J, executed by a Responsible Officer of such Loan Party: (i) certifying attaching an incumbency certificate setting forth the name of each person elected or appointed as an officer or other authorized legal representative of such Loan Party and that attached thereto is authorized to execute this Agreement and each other Loan Document to which it is a trueparty, complete together with the specimen signature of such Person; (ii) attaching true and correct copy copies of each the Organization Documents of such Loan Party in full force and effect as of the Closing Date; (iii) attaching, if required under the Organization Documents applicable to such Loan Party, true and correct copies of the resolutions duly adopted by such Credit Party or of the general partner Board of Directors and/or shareholder approvals of such Credit Loan Party authorizing the execution, delivery and performance of this Amendment Agreement and each other Transaction Loan Document to which it is a party and any Loan to be made under the Credit Agreementparty, and that certified by such resolutions have not been amended, modified, revoked or rescinded, (ii) certifying as to the incumbency and specimen signature of each Responsible Officer of such Credit Party executing any Transaction Document, as being in full force and such certificate and the documents attached thereto shall be in form and substance satisfactory to the Agent, (iii) attaching certificates of existence and good standing (or other similar instruments) for such Credit Party dated as of a recent date, certified to be correct and complete copies thereof and in effect on the date hereof, and in each case satisfactory to the Agent in its reasonable discretion, (iv) certifying that there have been no material changes to the Constituent Documents attached to the Officer’s Certificate of such Credit Party previously delivered to the Agent on [March 9, 2023] (or, where there have been material changes, attaching certified copies of such documents as modified and in effect as of the date hereofClosing Date (including, if applicable, the corresponding powers of attorney authorizing the signatories and representatives of such Loan Party to enter into and execute each such document on behalf of such Loan Party; it being understood that in the case of any Mexican Loan Parties, powers of attorney to issue and subscribe negotiable instruments (emitir y suscribir títulos de crédito) shall be granted in accordance with paragraphs (I) or (II) of Article 9 of the Mexican General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito) registered before the Public Registry of Commerce (Registro Público de Comercio) in case of powers-of-attorney issued in accordance with paragraph (I) of Article 9 referred to above; (iv) with respect to any Loan Party incorporated under Luxembourg law: (A) attaching (i) an electronic excerpt (extrait) from the Luxembourg Trade and Companies Register dated no earlier than the Closing Date; and (ii) a non-registration certificate (certificat de non-inscription d’une decision judiciaire ou de dissolution administrative sans liquidation) dated no earlier than the Closing Date and issued by the Luxembourg insolvency register (Registre de l’insolvabilité) held and maintained by the Luxembourg Trade and Companies Register (REGINSOL); (B) confirming that borrowing or guaranteeing or securing, as appropriate, the Commitments would not cause any borrowing, guaranteeing, securing or similar limit binding on any such Loan Party to be exceeded; (C) confirming that it does not meet, nor does it threaten to meet, the criteria of bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), judicial reorganization (reorganisation judiciaire) administrative dissolution without liquidation (dissolution administrative sans liquidation), reprieve from payment (sursis de paiement), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally, is not in a state of cessation of payments (cessation de paiements), and has not lost commercial creditworthiness (ébranlement de credit) and to the best of its knowledge no application has been made by any person for the appointment of a juge délégué, juge-commissaire, juge-commissaire, mandataire ad hoc, administrateur provisoire, liquidateur or curateur, conciliateur d’entreprise, mandataire de justice, or other similar officer; (D) certifying that it is in compliance with all requirements of the Luxembourg legislation and regulations on the domiciliation of companies, and in particular with the Luxembourg Act dated 31 May 1999 on the domiciliation of companies, as amended from time to time; (v) certifying confirming that at neither the time execution or delivery of and immediately after giving effect Loan Documents or the performance of the obligations contemplated therein, or the consummation of the Transactions contemplated thereby would (A) violate or constitute an “event of default” under any material agreement, arrangement or instrument to this Amendment, this Amendment and which the increase to the Committed Loan Limits reflected in the Credit Agreement as amended by this Amendment does not breach any indebtedness limitation set forth in such Credit Party’s Constituent Documents and Parties are party or (B) have a Material Adverse Effect; and (vi) certifying as to such Credit Party’s compliance with the that all conditions precedent set out in 4.3 (Representations and Warranties), 4.4 (No Default or Event of Default) and 4.10 (Security Interest) as though such representations and warranties were made on and as to the consummation of the date hereof, Liability Management Transaction have been or will be satisfied and any references therein to the Closing Date shall be deemed to be occur concurrently with the date hereofclosing and settlement of the Liability Management Transaction.

Responsible Officer’s Certificate. The Administrative Agent and Lead Arranger shall have received a certificate of or certificates executed by a Responsible Officer of each Credit Party, dated the Borrowers as of the date hereofClosing Date, as to certain matters and attaching: (i) certifying that attached true and complete copies of all Material Contracts, together with all exhibits and schedules, and together with any consents related thereto is a true, complete and correct copy of each required to be delivered to the Loan Parties by the Sellers pursuant to Section 3.16 of the resolutions duly adopted Vintage Stock Acquisition Agreement; (ii) true and complete copies of all other material consents (including, without limitation, any consents required pursuant to any existing Indebtedness of the Sellers), licenses and approvals required in connection with the consummation by such Credit Party or the general partner Loan Parties of such Credit Party authorizing the transaction contemplated herein and the execution, delivery and performance by the Loan Parties and the validity against each Loan Party of this Amendment and each other Transaction Document the Loan Documents to which it is a party and any Loan to be made under the Credit Agreement, and that such resolutions have not been amended, modified, revoked or rescinded, (ii) certifying as to the incumbency and specimen signature of each Responsible Officer of such Credit Party executing any Transaction Documentparty, and such certificate consents, licenses and the documents attached thereto approvals shall be in full force and effect, except those consents permitted to be delivered after the Closing Date as set forth in Section 6.23, or stating that no such consents, licenses or approvals are so required; (iii) true and complete copies of the fully-executed ABL Facility Documents, each in form and substance reasonably satisfactory to the Lead Arranger; (iv) true and complete copies of the fully-executed Vintage Stock Acquisition Agreement and each other material Vintage Stock Acquisition Related Document (together with all agreements, instruments and other documents delivered in connection therewith as the Lead Arranger shall request), in each case in form and substance satisfactory to the Agent, Lead Arranger; (iiiv) attaching certificates a Compliance Certificate executed by a Responsible Officer of existence and good standing (or other similar instruments) for such Credit Party dated as of a recent date, certified to be correct and complete copies thereof and in effect on the date hereof, and in each case satisfactory to the Agent in its reasonable discretion, (iv) certifying that there have been no material changes to the Constituent Documents attached to the Officer’s Certificate of such Credit Party previously delivered to the Agent on [March 9, 2023] (or, where there have been material changes, attaching certified copies of such documents as modified and in effect Borrowers as of the date hereof)Closing Date for the most recently ended Measurement Period ending prior to the Closing Date, evidencing that the Consolidated Total Leverage Ratio is not greater than (va) certifying that at the time of and immediately 2.88 to 1.00 (calculated on a Pro Forma Basis after giving effect to this Amendment, this Amendment the Transaction (other than the incurrence of the Subordinated Acquisition Note)) and (b) 3.63 to 1.00 (calculated on a Pro Forma Basis after giving effect to the Transaction and the increase to incurrence of the Committed Loan Limits reflected in the Credit Agreement as amended by this Amendment does not breach any indebtedness limitation set forth in such Credit Party’s Constituent Documents and Subordinated Acquisition Note); (vi) certifying as to such Credit Party’s compliance with the conditions precedent set out in 4.3 (Representations and Warranties), 4.4 (No Default or Event of Default) and 4.10 (Security Interest) as though such representations and warranties were made on and as of the date hereof, and any references therein Closing Date (after giving effect to the Transaction): funded aggregate revolving loans under the ABL Facility Documents does not exceed $13,000,000, with unfunded Availability of $2,000,000 (and at least $15,000,000 of total Availability pursuant to the Borrowing Base under the ABL Facility Documents at the Closing Date shall be deemed Date); (vii) the Pro Forma Financial Statements and the Interim Financial Statements delivered to be the date hereofAdministrative Agent, the Lead Arranger and the Lenders in connection with the transaction contemplated hereby are complete, accurate and not misleading; (viii) as of December 31, 2015, there has been no Material Adverse Effect on the business, operations or financial conditions of the Loan Parties; and (ix) there is no claim, action, suit, investigation, litigation or proceeding, pending or threatened, in any court or before any governmental agency that relates to the Loan Parties that is reasonably likely of having a Material Adverse Effect on the Loan Parties or that relates to the Transaction under the Loan Documents or the ABL Facility Documents.