Urban Outfitters 2014 Annual Report Download - page 141

ARTICLE VIII
AFFIRMATIVE COVENANTS
Until all of the Obligations have been paid and satisfied in full and the Commitments terminated, unless consent has been obtained in the manner
provided for in Section 13.13 hereof, each Borrower will, and will cause each Subsidiary and each Guarantor to:
Section 8.1 Preservation of Corporate Existence and Related Matters . Except as permitted by Section 10.5 hereof, preserve and maintain its
separate corporate existence and all rights, franchises, licenses and privileges necessary to the conduct of its business, and qualify and remain qualified as a
foreign corporation and authorized to do business in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.
Section 8.2 Maintenance of Property. Protect and preserve all properties useful in and material to its business, including without limitation
copyrights, patents, trade names and trademarks; maintain in good working order and condition all buildings, equipment and other tangible real and personal
property; and from time to time make or cause to be made all renewals, replacements and additions to such property necessary for the conduct of its business,
so that the business carried on in connection therewith may be properly and advantageously conducted at all times.
Section 8.3 Insurance. Maintain insurance with financially sound and reputable insurance companies against such risks and in such amounts as
are customarily maintained by similar businesses and as may be required by Applicable Law, and on the Closing Date and from time to time thereafter deliver
to the Administrative Agent upon its request a detailed list of the insurance then in effect, stating the names of the insurance companies, the amounts and rates
of the insurance, the dates of the expiration thereof and the properties and risks covered thereby.
Section 8.4 Accounting Methods and Financial Records . Maintain a system of accounting, and keep such books, records and accounts (which
shall be true and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance
with GAAP and in compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its properties.
Section 8.5 Payment and Performance of Obligations . Pay and perform all Obligations under this Agreement and the other Loan Documents, and
pay or perform (a) all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its property, and (b) all other
indebtedness, obligations and liabilities in accordance with customary trade practices; provided, that a Borrower or Subsidiary may contest any item
described in clauses (a) or (b) of this Section 8.5 in good faith so long as adequate reserves are maintained with respect thereto in accordance with GAAP.
Section 8.6 Compliance With Laws and Approvals. Observe and remain in compliance with all Applicable Laws and maintain in full force and
effect all Governmental Approvals, in each case applicable to the conduct of its business, except where the failure to do so would not have a Material Adverse
Effect.
Section 8.7 Environmental Laws. In addition to and without limiting the generality of Section 8.6 hereof, (a) comply with, and ensure such
compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and
subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable
Environmental Laws, (b) conduct and complete all