Urban Outfitters 2016 Annual Report Download - page 194

Unrestricted Subsidiary after the Effective Date shall constitute an Investment by the Company therein at the date of designation in an amount equal to the
fair market value of the Company or its Restricted Subsidiaries’ (as applicable) Investments therein as determined in good faith by the Borrower
Representative. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary after the Effective Date shall constitute at the time of designation
the incurrence of any Indebtedness or Liens of such Restricted Subsidiary existing at such time.
SECTION 5.16 Environmental Laws. Except where the failure to do so would not reasonably be expected to have Material Adverse Effect, the
Company and each Subsidiary shall (i) conduct its operations and keep and maintain all of its real property in compliance with all Environmental Laws;
(ii) obtain and renew all environmental permits necessary for its operations and properties; and (iii) implement any and all investigation, remediation,
removal and response actions that are necessary to comply with Environmental Laws pertaining to the presence, generation, treatment, storage, use, disposal,
transportation or release of any Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate, provided, however, that neither a Loan
Party nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is
being contested in good faith and by proper proceedings and adequate reserves have been set aside and are being maintained by the Loan Parties with respect
to such circumstances in accordance with GAAP.
SECTION 5.17 Credit Card Agreements and Notifications. Each Borrower will (a) comply in all material respects with all its obligations under each
Credit Card Agreement to which it is party and (b) maintain credit card arrangements solely with the credit card issuers and credit card processors identified in
Schedule 3.23; provided, however, that the Company may amend Schedule 3.23 to remove any credit card issuer or credit card processor identified on such
schedule or to add additional credit card issuers and credit card processors that are reasonably satisfactory to the Administrative Agent, and concurrently with
or promptly following the making of any such amendment the Company shall provide to the Administrative Agent evidence that a Credit Card Notification
shall have been delivered to any credit card issuer or credit card processor added to such Schedule 3.23.
SECTION 5.18 Post-Closing Obligations. The Loan Parties will execute and deliver the documents and complete the tasks set forth on Schedule 5.18,
in each case within the time limits specified on such schedule (or such longer period as the Administrative Agent may agree in its sole discretion).
ARTICLE VI
NEGATIVE COVENANTS
Until the Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts
payable under any Loan Document (other than contingent or indemnity obligations for which no claim has been made) shall have been paid in full and all
Letters of Credit shall have expired or have been Cash Collateralized pursuant to the terms hereof, or terminated, in each case without any pending draw, and
all LC Disbursements shall have been reimbursed, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all of the other
Loan Parties, with the Lenders that:
SECTION 6.01 Indebtedness. No Loan Party will, nor will it permit any Restricted Subsidiary to, create, incur, assume or suffer to exist any
Indebtedness, except:
(a) (i) the Secured Obligations (other than Specified L/C Obligations) and (ii) Specified L/C Obligations or any other trade letter of credit facilities in
addition thereto on substantially similar terms as determined by the Administrative Agent in its reasonable judgment, so long as, in each case, the
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