Urban Outfitters 2016 Annual Report Download - page 105

(d) in the case of any Foreign Subsidiary, obligations and securities of any foreign Governmental Authority or financial institution meeting
substantially similar criteria as set forth above;
(e) repurchase agreements maturing within 365 days from the date of acquisition thereof for securities described in clause (a) above and entered into
with any Lender or any commercial bank satisfying the criteria described in clause (c) above;
(f) money market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act
of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000;
(g) marketable direct obligations issued by any state of the U.S., or by the Canadian federal government, or any province, commonwealth or territory of
Canada, or any political subdivision of any such state, province, commonwealth or territory or any public instrumentality thereof, in each case maturing
within two years after the date of acquisition thereof and, at the time of acquisition, in each case having the highest rate obtainable from either S&P or
Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, then the highest rating from such other nationally recognized rating
services acceptable to the Administrative Agent), and in the case of any Foreign Subsidiary, other short-term investments that are (i) analogous to the
foregoing, (ii) comparable credit quality and (iii) customarily used by companies in the jurisdiction of such Foreign Subsidiary for cash management
purposes;
(h) overnight investments with any Lender or any commercial bank satisfying the criteria described in clause (c) above; and
(i) other instruments as readily marketable as the investments (and as limited in duration if time instruments) as described in clause (c) above issued or
sold by any Lender or any commercial bank satisfying the criteria described in clause (c) above.
“CDOR Loan” or “CDOR Borrowing” when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the CDOR Rate.
“CDOR Rate” means, with respect to any CDOR Borrowing for any Interest Period, the applicable Screen Rate as of the Specified Time on the
Quotation Day.
“CFC” means each Person that is a “controlled foreign corporation” within the meaning of Section 957(a) of the Code.
“CFC Holdco” means a Domestic Subsidiary with no material assets other than equity interests of one or more Foreign Subsidiaries that are CFCs.
“Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) but excluding the Control Group, of
Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the
Company; (b) the Company shall cease to own, directly or indirectly, at least 100% of the outstanding voting Equity Interests of the other Loan Parties on a
fully diluted basis, or (c) any “change of control” or similar concept occurs under any agreement governing Material Indebtedness.
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