Urban Outfitters 2016 Annual Report Download - page 199

Notwithstanding the foregoing, (A) none of the Liens permitted pursuant to this Section 6.02 may at any time attach to any Loan Party’s (1) Accounts or
Credit Card Accounts, other than those permitted under clauses (a) and (m) of the definition of Permitted Encumbrances and clauses (a), (h) and (m) above and
(2) Inventory, other than those permitted under clauses (a) and (c) of the definition of Permitted Encumbrances and clauses (a) and (h) above and (B) none of
the Specified L/C Obligations may be cash collateralized unless such cash collateral constitutes Collateral hereunder for the benefit of all of the Secured
Parties in accordance with, and subject to, Section 2.18 of the Loan Documents.
SECTION 6.03 Fundamental Changes; Changes in Name, Location. (a) No Loan Party will, nor will it permit any Restricted Subsidiary to, merge into
or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof
and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing (i) any Subsidiary of any Borrower may
merge into a Borrower in a transaction in which such Borrower is the surviving entity, (ii) any Borrower may merge into another Borrower, (iii) any Person
(other than a Borrower) may merge into, amalgamate with or consolidate with any Restricted Subsidiary in a transaction in which the surviving entity is a
Restricted Subsidiary and, if any party to such merger, amalgamation or consolidation is a Loan Party, a Loan Party, (iv) any Restricted Subsidiary (other than
a Loan Party) may merge into, amalgamate with or consolidate with any Person (other than a Loan Party) in a transaction permitted under Section 6.05 in
which, after giving effect to such transaction, the surviving entity is not a Restricted Subsidiary, and (v) any Restricted Subsidiary that is not a Loan Party
may liquidate or dissolve if the Borrower which owns such Restricted Subsidiary determines in good faith that such liquidation or dissolution is in the best
interests of such Borrower and is not materially disadvantageous to the Lenders; provided that (x) any merger or consolidation that is in connection with an
Acquisition must be a Permitted Acquisition, (y) any such merger or consolidation involving a Person that is not a wholly-owned Restricted Subsidiary
immediately prior to such merger or consolidation shall not be permitted unless also permitted by Section 6.04, and (z) in all circumstances, such merging or
consolidating entities are from the same country of domicile except that the terms of this clause (z) shall not apply in respect of entities that are all non-Loan
Parties.
(b) No Loan Party will, nor will it permit any Subsidiary to, engage in any business other than businesses (i) of the type conducted by the Borrowers
and their Restricted Subsidiaries on the date hereof and businesses reasonably similar, related, complementary or ancillary thereto and extensions thereof, so
long as the core business of the Loan Parties and Restricted Subsidiaries on the Effective Date, after giving effect to any of the foregoing, does not change in
any material way and (ii) in respect of Unrestricted Subsidiaries, consistent with the definition of such term.
(c) No Loan Party shall (a) change its name as it appears in official filings in the state of incorporation or organization, (b) change its chief executive
office or any distribution centers at which Collateral is held or stored, (c) change the type of entity that it is, (d) change its organization identification
number, if any, issued by its state of incorporation or other organization, or (e) change its state of incorporation or organization, in each case under this
Section 6.03(c), unless the Administrative Agent shall have received at least thirty (30) days prior written notice of such change and the Administrative Agent
shall have acknowledged in writing that either (1) such change will not adversely affect the validity, perfection or priority of the Administrative Agent’s
security interest in the Collateral, or (2) any reasonable action requested by the Administrative Agent in connection therewith has been completed or taken
(including any action to continue the perfection of any Liens in favor of the Administrative Agent, on behalf of the Secured Parties, in any Collateral).
(d) No Loan Party will, nor will it permit any Restricted Subsidiary to, change its fiscal year from the basis in effect on the Effective Date without first
providing 30 days’ prior written notice thereof to the Administrative Agent, in which case the Loan Parties and the Administrative Agent shall, prior to
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