Urban Outfitters 2016 Annual Report Download - page 200

the effectiveness of such change, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are reasonably necessary in the
judgment of the Administrative Agent to reflect such change in fiscal year.
(e) No Loan Party will change the accounting basis upon which its financial statements are prepared, other than immaterial changes to comply with
changes in GAAP, without first having provided to the Administrative Agent 30 days’ prior written notice thereof, in which case, the Loan Parties and the
Administrative Agent shall, prior to the effectiveness of such change, and are hereby authorized by the Lenders to, make any adjustments to this Agreement
that are reasonably necessary in the judgment of the Administrative Agent to reflect such change; it being acknowledged that with respect to calculations of
the Borrowing Base such change must be approved in writing by the Administrative Agent.
SECTION 6.04 Investments, Loans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any Restricted Subsidiary to,
purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and a wholly-owned Subsidiary prior to such merger)
any evidences of Indebtedness or Equity Interests or other securities (including any option, warrant or other right to acquire any of the foregoing), make or
permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or
purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through
purchase of assets, merger or otherwise) or enter into any other Acquisition (each of the foregoing, an “Investment”), except:
(a) Investments in cash and Cash Equivalents;
(b) Investments in existence on the date hereof and described in Schedule 6.04;
(c) Investments in existence on the Effective Date by the Company and its Restricted Subsidiaries in their respective Subsidiaries;
(d) Investments by the Company and the Restricted Subsidiaries in their respective Subsidiaries made after the Effective Date; provided that (i) the
aggregate amount of such Investments by the Loan Parties in Subsidiaries that are not Loan Parties shall not exceed $20,000,000 at any time outstanding
(determined without regard to any write-downs or write-offs) and (ii) any such Investments that are loans and advances made by a Loan Party shall be
evidenced by a promissory note pledged pursuant to the Security Agreement to the extent required to be so pledged by the Security Agreement;
(e) loans or advances made by a Loan Party or a Restricted Subsidiary to its employees, officers, or directors on an arm’s-length basis in the ordinary
course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes;
(f) accounts receivable, notes payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with
respect to settlement of such Account Debtor’s Accounts obligations in the ordinary course of business, consistent with past practices, and Investments
received in satisfaction or partial satisfaction thereof from financially troubled Account Debtors to the extent reasonably necessary in order to prevent or limit
loss or received in connection with the bankruptcy or reorganization of customers or suppliers, or settlement of disputes with suppliers, in each case in the
ordinary course of business;
(g) Investments in the form of Swap Agreements permitted by Section 6.07;
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