Urban Outfitters 2014 Annual Report Download - page 199

EXHIBIT E
FORM OF OFFICER’S COMPLIANCE CERTIFICATE
The undersigned, on behalf of URBAN OUTFITTERS, INC., a corporation organized under the laws of Pennsylvania (“Urban”), and each
Subsidiary of Urban set forth on Schedule 1 to the Credit Agreement referred to below (Urban and each such Subsidiary, each a “Borrower” and collectively,
the “Borrowers”), hereby certifies to the Administrative Agent and the Lenders referred to below, as follows:
1. This Certificate is delivered to you pursuant to Section 7.2 of that certain Second Amended and Restated Credit Agreement dated March 27,
2014 (as may be amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrowers, the Lenders referred to
therein and Wells Fargo Bank, N.A., as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto
in the Credit Agreement.
2. I have reviewed the financial statements of Urban and its Consolidated Subsidiaries dated as of and for the period’s then ended
and such statements fairly present in all material respects the financial condition of Urban and its Consolidated Subsidiaries as of the dates indicated and the
results of their operations and cash flows for the period[s] indicated.
3. I have reviewed the terms of the Credit Agreement and the other Loan Documents, and I have made, or caused to be made under my
supervision, a review in reasonable detail of the transactions and the condition of Urban and its Consolidated Subsidiaries during the accounting period
covered by the financial statements referred to in Paragraph 2 above. Such review has not disclosed the existence during or at the end of such accounting period
of any condition or event that constitutes a Default or an Event of Default, nor do I have any knowledge of the existence of any such condition or event as at the
date of this Officer’s Compliance Certificate [except, if such condition or event existed or exists, describe the nature and period of existence thereof and what
action the Borrowers have taken, are taking and propose to take with respect thereto].
4. Urban and its Consolidated Subsidiaries are in compliance with the financial covenants contained in Article IX of the Credit Agreement as
shown on Schedule 1 hereto and the Borrowers, their Subsidiaries and the Guarantors are in compliance with each of the other covenants and restrictions
contained in the Credit Agreement and the other Loan Documents.
[Signature Page Follows]