Urban Outfitters 2016 Annual Report Download - page 198

(g) Liens arising out of Sale and Leaseback Transactions permitted by Section 6.06;
(h) Liens securing Permitted Term Loan Indebtedness; provided that, such Liens must be and remain subject to a Permitted Term Loan Intercreditor
Agreement;
(i) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any Borrower or another Loan Party in respect of Indebtedness owed by
such Restricted Subsidiary;
(j) Liens on Equity Interests or other assets being sold arising in connection with the sale or transfer of such Equity Interests or such other assets in a
transaction permitted under Section 6.05, customary rights and restrictions in respect of such Equity Interests or other assets being sold contained in
agreements relating to such sale or transfer pending the completion thereof;
(k) in the case of (i) any non-Loan Party Restricted Subsidiary that is not a wholly-owned Restricted Subsidiary or (ii) the Equity Interests in any Person
that is not a Restricted Subsidiary, any encumbrance or restriction, including any put and call arrangements, related to Equity Interests in such Restricted
Subsidiary or such other Person set forth in the organizational documents of such Restricted Subsidiary or such other Person or any related joint venture,
shareholders’ or similar agreement;
(l) Liens solely on any cash earnest money deposits or escrow arrangements made by the Company or any Restricted Subsidiary in connection with any
letter of intent or purchase agreement for a Permitted Acquisition or other transaction permitted hereunder;
(m) other Liens on specifically identified tangible personal property securing Indebtedness or other obligations in an aggregate principal amount not
to exceed $20,000,000 at any time outstanding so long as the Administrative Agent and the collateral agents or other representatives for the holders of such
Indebtedness have entered into an intercreditor agreement, acknowledged by the Loan Parties, in form and substance reasonably satisfactory to the
Administrative Agent (it being understood that in the event any such Liens extend to Accounts, Credit Card Accounts or Inventory, such Accounts, Credit
Card Accounts or Inventory, to the extent otherwise included therein, will not constitute or will cease to be Eligible Trade Accounts, Eligible Credit Card
Accounts or Eligible Inventory, as applicable);
(n) Liens in favor of landlords on leasehold improvements financed by allowances or advances pursuant to lease arrangements in the ordinary course of
business (subject to the terms of the applicable Collateral Access Agreement to the extent otherwise required hereunder to be entered into with the
Administrative Agent);
(o) Liens in favor of insurance companies or their affiliates on the unearned portion of the premium financed in connection with insurance premium
financing in the ordinary course of business;
(p) [reserved];
(q) Liens on Real Estate, provided that such Liens only secure Indebtedness permitted by clause (r) of Section 6.01;
(r) Secured Inventory Liens; and
(s) Liens on motor vehicles, aircraft, avionics, vessels and property related thereto and other property the subject of certificates of title or other
certificates of registration and operation, provided that the Indebtedness secured by any such Lien does not exceed the cost of such motor vehicle, aircraft,
avionic, vessel or other property, as applicable.
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