Urban Outfitters 2014 Annual Report Download - page 146

(b) investments made in accordance with the Investment Policy and Guidelines attached hereto as Schedule 10.4(b) as in effect on the
Closing Date, which Investment Policy and Guidelines may be updated or amended by the Borrowers without the consent of Wells Fargo; provided, that such
updates or amendments shall not become a part of this Credit Agreement without ten (10) days prior written notice to Wells Fargo;
(c) Investments by any Borrower or any Subsidiary (other than a Restricted Subsidiary) in the form of acquisitions of all or substantially
all of the business or a line of business (whether by merger (so long as a Borrower and Subsidiary is the surviving entity), the acquisition of capital stock,
assets or any combination thereof) of any other Person; provided that the aggregate purchase price paid or payable in connection with all such acquisitions
does not exceed $500,000,000 from the Closing Date to the Termination Date;
(d) the making by any Borrower or any Guarantor of loans or advances to or investments in any Subsidiary, provided that such
Subsidiary is joined as a Guarantor pursuant to Section 8.12 hereof, and provided, further, that: (i) the aggregate principal amount of intercompany loans to
Non-U.S. Borrowers may not exceed the Non-U.S. Sublimit less: (A) the amount of L/C Obligations for Letters of Credit issued for the account of Non-U.S.
Borrowers and (B) the aggregate principal amount of outstanding Loans borrowed by or on behalf of any Non-U.S. Borrower and (ii) intercompany loans and
advances to Non-U.S. Borrowers from U.S. Borrowers together with investments by U.S. Borrowers in Non-U.S. Borrowers shall not exceed, in the
aggregate, without duplication, $50,000,000 at any time outstanding.
(e) the creation of accounts receivable in the ordinary course of business; and
(f) the making of loans and advances to employees in the ordinary course of business, which loans and advances: (i) shall not exceed
$1,000,000 in the aggregate outstanding at any one time, (ii) shall not remain outstanding in excess of 366 days, and (iii) shall otherwise be in compliance
with Section 10.8 hereof.
Section 10.5 Limitations on Mergers and Liquidation. Merge, consolidate or enter into any similar combination with any other Person or liquidate,
wind-up or dissolve itself (or suffer any liquidation or dissolution) except:
(a) any Wholly Owned Subsidiary of any Borrower may merge with any other Wholly-Owned Subsidiary of any Borrower, except where
the survivor of such merger is a Restricted Subsidiary;
(b) any Wholly-Owned Subsidiary may merge with or into any Person acquired in accordance with Section 10.4(c) hereof; and
(c) any Wholly-Owned Subsidiary of any Borrower may wind-up into any Borrower or any other Wholly-Owned Subsidiary (other than
a Restricted Subsidiary) of any Borrower.
Section 10.6 Limitations on Sale of Assets . Convey, sell, lease, assign, transfer or otherwise dispose of any of its property, business or assets
(including without limitation the sale of any receivables and leasehold interests and any sale-leaseback or similar transaction), whether now owned or hereafter
acquired except:
(a) the sale of inventory in the ordinary course of business;