Urban Outfitters 2016 Annual Report Download - page 183

(n) Solvency. The Administrative Agent shall have received a solvency certificate, in form and substance satisfactory to the Administrative Agent, from
a Financial Officer of the Company dated the Effective Date.
(o) Borrowing Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate which calculates the Borrowing Base as of
the end of the fiscal quarter immediately preceding the Effective Date.
(p) Closing Availability. After giving effect to all Borrowings to be made on the Effective Date, the issuance of any Letters of Credit on the Effective
Date, including the deemed issuance of Existing Letters of Credit, and the payment of all fees and expenses due hereunder, and with all of the Loan Parties’
Indebtedness (other than Specified L/C Obligations), liabilities, and obligations current (excluding, in each case, current accounts payable to the extent
excluded from Indebtedness), Availability shall not be less than $125,000,000.
(q) Pledged Equity Interests; Stock Powers; Pledged Notes. The Administrative Agent shall have received (i) the certificates representing the Equity
Interests pledged pursuant to the Security Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized
officer of the pledgor thereof and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Security Agreement endorsed
(without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.
(r) Filings, Registrations and Recordings. Each document (including any UCC financing statement) required by the Collateral Documents or under law
or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit
of itself, the Lenders and the other Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other
than with respect to Liens expressly permitted by Section 6.02), shall be in proper form for filing, registration or recordation.
(s) Insurance. The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to
the Administrative Agent and otherwise in compliance with the terms of Section 5.10 hereof.
(t) Letter of Credit Application. If a Letter of Credit is requested to be issued on the Effective Date, the applicable Issuing Bank shall have received a
properly completed letter of credit application (whether standalone or pursuant to a master agreement, as applicable). The Borrowers shall have executed the
Issuing Bank’s master agreement for the issuance of commercial Letters of Credit.
(u) Tax Withholding. The Administrative Agent shall have received a properly completed and signed IRS Form W-8 or W-9, as applicable, for each
Loan Party.
(v) Corporate Structure. The corporate structure, capital structure and other material debt instruments, material accounts and governing documents of
the Borrowers and their Subsidiaries shall be acceptable to the Administrative Agent.
(w) Field Examination. The Administrative Agent or its designee shall have conducted a field examination of the Borrowers’ Accounts, Credit Card
Accounts, Inventory and related working capital matters and of the Borrowers’ related data processing and other systems, the results of which shall be
satisfactory to the Administrative Agent.
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