Urban Outfitters 2014 Annual Report Download - page 121

adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall
promptly give notice thereof to the Borrowers. Thereafter, until the Administrative Agent notifies the Borrowers that such circumstances no longer exist, the
obligation of the Lenders to make LIBOR Rate Loans, Eurocurrency Loans or Daily One Month LIBOR Loans and the right of the Borrowers to convert any
Loan to or continue any Loan as a LIBOR Rate Loan, Eurocurrency Loan or a Daily One Month LIBOR Loan shall be suspended, and the Borrowers shall:
(i) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan or Eurocurrency Loan, together with
accrued interest thereon, on the last day of the then current Interest Period applicable to such LIBOR Rate Loan or Eurocurrency Loan; (ii) repay in full (or
cause to be repaid in full) the then outstanding principal amount of each such Daily One Month LIBOR Loan together with accrued interest thereon; or
(iii) convert to a Base Rate Loan the then outstanding principal amount of each such Daily One Month LIBOR Loan and, as of the last day of each applicable
Interest Period, the then outstanding principal amount of each such LIBOR Rate Loan or Eurocurrency Loan.
(b) Laws Affecting LIBOR Rate, Eurocurrency Rate and Daily One Month LIBOR Availability . If, after the date hereof, the introduction
of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any of their respective Lending Offices) with
any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it
unlawful or impossible for any Lender (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate
Loan, Eurocurrency Loan or Daily One Month LIBOR Loan, such Lender shall promptly give notice thereof to the Administrative Agent, and the
Administrative Agent shall promptly give notice to the Borrowers and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrowers that
such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans, Eurocurrency Loans, or Daily One Month LIBOR Loans
and the right of the Borrowers to convert any Loan or continue any Loan as a LIBOR Rate Loan, Eurocurrency Loan or Daily One Month LIBOR Loan shall
be suspended and thereafter the Borrowers may select only Base Rate Loans hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a
Daily One Month LIBOR Loan, LIBOR Rate Loan or Eurocurrency Loan to the end of the then current Interest Period applicable thereto, the applicable Daily
One Month LIBOR Loan shall immediately be converted to a Base Rate Loan or the applicable LIBOR Rate Loan or Eurocurrency Loan shall immediately be
converted to a Base Rate Loan for the remainder of the Interest Period applicable thereto.
(c) Increased Costs. If, after the date hereof, the introduction of, or any change in, any Applicable Law, or in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of such Authority,
central bank or comparable agency:
(i) shall subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the
definition of Excluded Taxes and (C) Connection Income Taxes) with respect to any Note, any Letter of Credit or any Application; or
(ii) shall impose, modify or deem applicable any reserve (including without limitation any imposed by the Board of Governors of
the Federal Reserve System), special deposit, compulsory loan, insurance or capital or similar requirement against assets of, deposits with or for the account
of, or credit extended by any Lender (or any of their respective Lending Offices) or shall impose on any Lender (or any of their respective Lending Offices) or
the foreign exchange and interbank markets any other condition affecting any Note;