Urban Outfitters 2016 Annual Report Download - page 180

the Company and the Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act of 1938 or any other applicable Federal, state, local
or foreign law dealing with such matters and (iii) all payments due from the Company or any Restricted Subsidiary, or for which any claim may be made
against the Company or any Restricted Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of the Company or such Subsidiary to the extent required under GAAP. The consummation of the Transactions do not give
rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which the Company or any
Restricted Subsidiary is bound.
SECTION 3.18 Federal Reserve Regulations. No part of the proceeds of any Loan or Letter of Credit has been used or will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.
SECTION 3.19 Reserved.
SECTION 3.20 No Burdensome Restrictions. No Loan Party is subject to any Burdensome Restrictions except Burdensome Restrictions permitted
under Section 6.10.
SECTION 3.21 Anti-Corruption Laws and Sanctions. The Company has implemented and maintains in effect policies and procedures designed to
ensure compliance by each Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and
applicable Sanctions, and each Loan Party, its Subsidiaries and their respective officers and, to the knowledge of the Company, its directors, employees and
agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Company, any Subsidiary or any of
their respective officers, or (b) to the knowledge of any such Loan Party or Subsidiary, any of their respective directors, employees or agents of such Loan
Party or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No
Borrowing or Letter of Credit, use of proceeds, Transaction or other transaction contemplated by this Agreement or the other Loan Documents will violate
Anti-Corruption Laws or applicable Sanctions.
SECTION 3.22 Common Enterprise. The successful operation and condition of each of the Loan Parties is dependent on the continued successful
performance of the functions of the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties is dependent on the
successful performance and operation of each other Loan Party. Each Loan Party expects to derive benefit (and its board of directors or other governing body
has determined that it may reasonably be expected to derive benefit), directly and indirectly, from (i) successful operations of each of the other Loan Parties
and (ii) the credit extended by the Lenders to the Borrowers hereunder, both in their separate capacities and as members of the group of companies. Each
Loan Party has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is
within its purpose, in furtherance of its direct and/or indirect business interests, will be of direct and/or indirect benefit to such Loan Party, and is in its best
interest.
SECTION 3.23 Credit Card Agreements. Schedule 3.23 (as updated from time to time as permitted by Section 5.17) sets forth a list of all Credit Card
Agreements to which any Loan Party is a party. A true and complete copy of each Credit Card Agreement listed on Schedule 3.23 has been delivered to the
Administrative Agent, together with all material amendments, waivers and other modifications thereto; provided that the Loan Parties shall deliver any such
amendment, waiver or other modification to the Administrative Agent within thirty days after the effectiveness of such amendment, waiver or other
modification (or as such time may be extended in writing in the Administrative Agent’s sole discretion). All such Credit Card Agreements are in full force and
effect, currently binding upon each Loan Party that is a party thereto and, to the knowledge of the Loan Parties, binding upon other parties thereto in
accordance with their terms. The Loan Parties are in compliance in all material respects with each such Credit Card Agreement.
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