Urban Outfitters 2016 Annual Report Download - page 186

(d) concurrently with any delivery of financial statements under clause (a), (b) or (c) above, a Compliance Certificate, which shall (i) when delivered
concurrently with the delivery of the financial statements delivered under clause (b) or (c), certify that such financial statements present fairly in all material
respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certify as to whether a Default has occurred and, if a
Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) set forth reasonably detailed
calculations of the Fixed Charge Coverage Ratio (whether or not required to be tested pursuant to Section 6.12) and, if applicable, demonstrating compliance
with Section 6.12, and (iv) state whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements
referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such
certificate, (v) set forth the full legal name of each Loan Party and its jurisdiction of organization, and describe whether, since the later of the Effective Date
and the date of the last Compliance Certificate, any such Loan Party shall have (A) changed its name as it appears in official filings in the state of
incorporation or organization, (B) changed its chief executive office, (C) changed the type of entity that it is, (D) change its organization identification
number, if any, issued by its state of incorporation or other organization, or (E) changed its state of incorporation or organization;
(e) Reserved;
(f) no later than the end of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated balance sheet, income
statement and funds flow statement) of the Company for each quarter (or each month, if requested by the Administrative Agent) of the upcoming fiscal year
(the “Projections”) in form reasonably satisfactory to the Administrative Agent;
(g) on or before each Borrowing Base Reporting Date, a Borrowing Base Certificate setting forth a computation of the Borrowing Base as of the most
recently ended fiscal quarter, fiscal month or week, as applicable, to which such Borrowing Base Reporting Date relates, together with supporting information
and any additional reports with respect to the Borrowing Base that the Administrative Agent may reasonably request (including, in respect of any Borrowing
Base Certificate delivered for a month which is also the end of any fiscal quarter of the Company, a calculation of Average Quarterly Availability for such
quarter then ended and an indication of what the Applicable Rate is as a result of such Average Quarterly Availability);
(h) on or before each Borrowing Base Reporting Date, the following information as of the most recently ended fiscal quarter, fiscal month or week, as
applicable, to which such Borrowing Base Reporting Date relates, all delivered electronically in a text formatted file in form reasonably acceptable to the
Administrative Agent:
(i) (A) a detailed aging of the Borrowers’ Accounts, including all invoices aged by invoice date and due date (with an explanation of the terms
offered), prepared in a manner reasonably acceptable to the Administrative Agent, together with a summary specifying the name, address, and balance
due for each Account Debtor and (B) a detailed aging of the Borrowers’ Credit Card Accounts (1) including aging by each credit card issuer and credit
card processor and (2) reconciled to the Borrowing Base Certificate delivered as of such date, in a form reasonably acceptable to the Administrative
Agent, together with a summary specifying the balance due from each credit card issuer or credit card processor;
(ii) a schedule detailing the Borrowers’ Inventory, in form reasonably satisfactory to the Administrative Agent, (1) by location (showing
Inventory in transit, any Inventory located
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