Closing Certificates and Good Standing Certificates. The Administrative Agent shall have received # a certificate of each Loan Party, dated the Effective Date and executed by its respective Secretary or Assistant Secretary, which shall # certify the resolutions of its respective Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, # identify by name and title and bear the signatures of the Financial Officers and such Loan Party authorized to sign the Loan Documents to which it is a party, and # contain appropriate attachments, including the certificate of formation of each Loan Party certified by the Secretary of State of or other appropriate official of the jurisdiction of its organization and a true and correct copy of its respective by-laws, limited liability company or partnership agreement, and # a long form good standing certificate for each Loan Party from the Secretary of State (or other appropriate official of the jurisdiction of its organization) of the jurisdiction of its organization and from each other jurisdiction in which such Loan Party is qualified to do business.

Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a certificate of each Loan Party dated the Effective Date and executed by its Secretary or Assistant Secretary, or other officer or director, which shall # certify the resolutions of its Board of Directors, members and/or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, # identify by name and title and bear the signatures of the officers, directors and/or authorized signatories of such Loan Party authorized to sign the Loan Documents to which it is a party and, in the case of each Borrower, its Financial Officers, and # contain appropriate attachments, including the certificate, constitution or articles of incorporation or organization of

Secretary’s Certificate and Good Standing Certificates. The Administrative Agent shall have received # a certificate of each Loan Party, dated as of the Closing Date and executed by a secretary, assistant secretary or other Responsible Officer thereof, which shall # certify that # attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization or other comparable organizational document, as applicable, of such Loan Party certified by the relevant authority of its jurisdiction of organization, # the certificate or articles of incorporation, formation or organization or other comparable organizational document, as applicable, of such Loan Party attached thereto have not been amended (except as attached thereto) since the date reflected thereon and # attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Closing Date, # certify that attached thereto is a true and complete copy of resolutions or written consents of its shareholders of Board of Directors, as the case may be, authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect without amendment, modification or 48054934.2

Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a certificate of each Loan Party, dated the Closing Date and executed by its Secretary, Assistant Secretary or authorized manager or director, which shall # certify the resolutions of its board of directors, board of managers, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, together with any powers of attorney granted in connection therewith, # identify by name and title and bear the signatures of the Financial Officers and any other officers, managers or attorneys of such Loan Party authorized to sign the Loan Documents

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a certificate of the secretary, assistant secretary or other appropriate officer of each Loan Party, attaching # the certificate of incorporation of such Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, # the resolutions, written consents or other applicable action of such Loan Party authorizing, among other things, the execution, delivery and performance of this Agreement and the other Loan Documents (including the borrowing of the Loans, in the case of the Borrower), and the transactions contemplated in this Agreement and the other Loan Documents, and # an incumbency certificate certifying the names and true signatures of the officers of such Loan Party entitled to sign this Agreement and the other Loan Documents to which such Loan Party is a party, in each case, in form and substance reasonably satisfactory to the Administrative Agent, and # a good standing certificate for each Loan Party from its jurisdiction of organization (to the extent applicable).

Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall # certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, # identify by name and title and bear the signatures of the Responsible Officers of such Loan Party authorized to sign the Loan Documents to which it is a party and, in the case of the Company, its Financial Officer, and # contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by‑laws or operating, management or partnership agreement, or other organizational or governing documents and # a good standing certificate for # each Loan Party from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of organization for each Loan Party and # URBN Canada from the jurisdiction(s) that its registered office and chief executive office is located, in each case, from the appropriate governmental officer in such jurisdiction.

Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a certificate of each Loan Party, dated the Restatement Date, substantially in the form of [Exhibit C], with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and # a long form good standing certificate for each Loan Party from its jurisdiction of organization.

Secretary’s or Managing Member’s Certificates; Certified Operating Documents; Good Standing Certificates. The Administrative Agent shall have received # a certificate of each Loan Party, dated the Closing Date and executed by the Secretary, Managing Member or equivalent officer of such Loan Party, substantially in the form of [Exhibit C], with appropriate insertions and attachments, including # the Operating Documents of such Loan Party certified, in the case of formation documents, as of a recent date by the secretary of state or similar official of the relevant jurisdiction of organization of such Loan Party, # the relevant board resolutions or written consents of such Loan Party adopted by such Loan Party’s respective governing body for the purposes of authorizing such Loan Party to enter into and perform the Loan Documents to which such Loan Party is party and # the names, titles, incumbency and signature specimens of those representatives of such Loan Party who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Loan Party, # a long form good standing certificate for each Loan Party from its respective jurisdiction of organization, and # a certificate of foreign qualification from each jurisdiction where the failure of any Loan Party to be qualified could reasonably be expected to have a Material Adverse Effect.

Officer’s Certificate; Good Standing Certificates. The Administrative Agent shall have received # a certificate of each Loan Party, dated the Closing Date, with appropriate insertions and attachments, including # the certificate of incorporation, in the case of a Loan Party that is a corporation, and certificate of formation, in the case of a Loan Party that is a limited liability company, in each case certified by the relevant authority of the jurisdiction of organization of such Loan Party as of a recent date, # the bylaws, in the case of a Loan Party that is a corporation, and limited liability company agreement or operating agreement, in the case of a Loan Party that is a limited liability company, certified as of the Closing Date by its secretary, an assistant secretary or a Responsible Officer as being in full force

Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a certificate of each Loan Party, dated the Effective Date and executed by its Secretary, Assistant Secretary or duly authorized

Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a certificate of each Loan Party, dated the Effective Date and executed by its Secretary, Assistant Secretary or other Responsible Officer (or managing directors in the case of Germany), which shall # certify the resolutions of its board of directors, members, shareholders (in the case of Germany) or other body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, # identify by name and title and bear the signatures of any officers or managing directors (in the case of Germany) of such Loan Party authorized to sign the Loan Documents to which it is a party, and # contain appropriate attachments, including the certificate or articles of incorporation or organization (or similar document) of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party (to the extent available in the jurisdiction) and a true and correct copy of its by-laws or operating, management or partnership agreement (or similar document) and # a good standing certificate for each Loan Party from its jurisdiction of organization or the substantive equivalent, if any, available in the jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction and with respect to a limited liability company (GmbH) established under the laws of Germany, the articles of association (Satzung), the shareholders list (Gesellschafterliste), an excerpt from the commercial register (Handelsregisterauszug), and any other organizational agreement (such as rules of procedures or by-laws) applicable to it and with respect to a limited liability partnership established under the laws of Germany (Kommanditgesellschaft), the partnership agreement, an excerpt from the commercial register, and any other organizational agreement (such as rules of procedures or by-laws) applicable to it.