Urban Outfitters 2013 Annual Report Download - page 91

body) of such Borrower and/or Existing Gurantor approving the Sixth Amendment and the transactions contemplated thereby and authorizing increase of the
Aggregate Commitment to One Hundred Seventy-Five Million Dollars ($175,000,000); (iii) an incumbency certificate; and (iv) a certificate of good standing or
subsistence, as the case may be, issued by the Secretary of State or equivalent governing body of such Borrower and/or Existing Guarantor’s jurisdiction or
country of incorporation or organization, as the case may be, and dated as of a recent date acceptable to the Administrative Agent in its sole discretion. For
purposes of this Sixth Amendment, “Existing Guarantor” means individually and “Existing Guarantors” means collectively: Anthropologie, Inc., a
Pennsylvania corporation, Urban Outfitters Wholesale, Inc., a Pennsylvania corporation, Urban Outfitters West LLC, a California limited liability company,
Free People of PA LLC, a Pennsylvania limited liability company, Freepeople.com, LLC, a Delaware limited liability company, U.O. Real Estate LLC, a
Pennsylvania limited liability company, URBN NL Holding, C.V., a Netherlands partnership, UO (Bermuda) Limited, a Bermuda exempted corporation,
UO.com LLC, a Pennsylvania limited liability company, and Anthropologie.com LLC, a Pennsylvania limited liability company.
(e) Secretary’s Certificate of each New Guarantor. A Secretary’s Certificate for each New Guarantor (defined below), including
and/or attaching, as the case may be: (i) the formation documents of such New Guarantor (including, without limitation, articles of incorporation, by-laws,
operating agreement, and other similar organizational documents, as the case may be), (iii) written consent of the Board of Directors (or equivalent governing
body) of such New Guarantor approving the Sixth Amendment and the transactions contemplated thereby and authorizing joinder to the Guaranty Agreement
by the New Guarantor; (iii) an incumbency certificate; and (iv) a certificate of good standing or subsistence, as the case may be, issued by the Secretary of
State or equivalent governing body of such New Guarantor’s jurisdiction or country of incorporation or organization, as the case may be, and dated as of a
recent date acceptable to the Administrative Agent in its sole discretion.
(f) Joinder to Guaranty. The Joinder to Guaranty, duly executed and delivered by each of UO US LLC, a Delaware limited liability
company, and URBN Holding, Inc., a Delaware corporation (each a “ New Guarantor,” and collectively, the “New Guarantors”), guarantying the Borrowers’
obligations under the Credit Agreement, in the form attached hereto as Exhibit I.
(g) Acknowledgement of Guarantors. The Acknowledgement of the Existing Guarantors, duly executed and delivered by each of the
Existing Guarantors, in the form attached hereto as Exhibit II.
(h) Financial Condition and Officer Compliance Certificate . Financial Condition and Officer Compliance Certificate executed and
delivered by an authorized officer of Urban, in substantially the form attached hereto as Exhibit III.
(i) Legal Opinions. Legal Opinion of counsel to Borrowers, Existing Guarantors and New Guarantors, in form and substance
satisfactory to the Administrative Agent.
(j) Lien Searches. Such lien searches as Administrative Agent may reasonably request against the Borrowers, Existing Guarantors
and New Guarantors, in each case, the results of which shall be satisfactory to Administrative Agent in its sole discretion.
(k) Evidence of Hazard and Liability Insurance . Evidence that the New Guarantors have in place hazard and liability insurance as
required pursuant to Section 8.2 of the Credit Agreement.
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