Urban Outfitters 2016 Annual Report Download - page 201

(h) Investments of any Person existing at the time such Person becomes a Restricted Subsidiary of a Borrower or consolidates or merges with a Borrower
or any of the Restricted Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation of
such Person becoming a Restricted Subsidiary or of such merger;
(i) Investments made as a result of receipt of non-cash consideration from a sale, transfer or other disposition of assets permitted under Section 6.05;
(j) Investments constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”;
(k) Permitted Acquisitions;
(l) Investments (excluding Acquisitions but including Investments in Subsidiaries) not otherwise permitted by this Section 6.04 so long as the Payment
Conditions are satisfied before and immediately after giving effect to each such Investment and so long as no such Investment requires the incurrence of any
Indebtedness, contingent obligation (including any capital call) or other liability not otherwise permitted under this Agreement by any Loan Party or
otherwise enables a creditor to have recourse to any Loan Party not otherwise permitted under this Agreement;
(m) deposits, prepayments, advances and other credits to suppliers, vendors, customers, lessors and landlords or in connection with marketing
promotions, in each instance, made in the ordinary course of business;
(n) Investments the sole payment for which is common stock of the Company and which do not constitute Indebtedness;
(o) any earn-out or customary indemnity, purchase price adjustment, or similar obligation payable to the Company or any of its Restricted Subsidiaries
pursuant to a Permitted Acquisition or a disposition permitted under Section 6.05;
(p) so long as no Default or Event of Default has occurred and is continuing before or after giving effect to such Investments and so long as no such
Investment requires the incurrence of any Indebtedness or contingent obligation (including any capital call) or other liability by any Loan Party or otherwise
enables a creditor to have recourse to any Loan Party, in each case not otherwise permitted to exist under another Section of this Agreement, other
Investments (excluding Acquisitions) in an aggregate amount not to exceed $15,000,000 at any time outstanding;
(q) Investments (excluding Acquisitions) made pursuant to the Company’s Investment Policy and otherwise consistent with the other provisions of this
Agreement; and
(r) Restricted Payments permitted by Section 6.08.
For the purposes of this Section 6.04, any unreimbursed payment by the Company or any Restricted Subsidiary for goods or services delivered to any
Restricted Subsidiary shall be deemed to be an Investment in such Restricted Subsidiary.
SECTION 6.05 Asset Sales. No Loan Party will, nor will it permit any Restricted Subsidiary to, sell, transfer, lease or otherwise dispose of any asset,
including any Equity Interest owned by it or any assignment (whether non-recourse, recourse, or otherwise) of income or revenue (including Accounts), nor
will any Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such
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