Urban Outfitters 2014 Annual Report Download - page 122

and the result of any of the foregoing is to increase the costs to any Lender of maintaining any LIBOR Rate Loan, Eurocurrency Loan or Daily One Month
LIBOR Loan or issuing Letters of Credit or to reduce the yield or amount of any sum received or receivable by any Lender under this Agreement or under the
Notes in respect of a LIBOR Rate Loan, Eurocurrency Loan, Daily One Month LIBOR Loan or Letter of Credit or Application, then such Lender shall
promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify the Borrowers of such fact and demand compensation therefor
and, within fifteen (15) days after such notice by the Administrative Agent, the Borrowers shall pay to such Lender such additional amount or amounts as
will compensate such Lender for such increased cost or reduction. The Lender will promptly notify the Borrowers of any event of which it has knowledge
which will entitle such Lender to compensation pursuant to this Section 4.6(c); provided, that the Administrative Agent shall incur no liability whatsoever to
the Borrowers in the event it fails to do so. The amount of such compensation shall be determined, in the applicable Lender’s sole discretion, based upon the
assumption that such Lender funded its Commitment Percentage of the LIBOR Rate Loans, Eurocurrency Loans or the Daily One Month LIBOR Loans in the
London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such
Lender setting forth the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrowers and shall be
conclusively presumed to be correct save for manifest error. The Lenders shall determine the applicability of, and the amount due under, this Section 4.6
consistent with the manner in which they apply similar provisions and calculate similar amounts payable to it by other borrowers having in their credit
agreements provisions comparable to this Section 4.6.
(d) Replacement of Lenders. Any Lender that: (i) is unable to or is prohibited from making LIBOR Rate Loans, Eurocurrency Loans or
Daily One Month LIBOR Loans to the Borrowers as set forth in Section 4.6(a) or Section 4.6(b) above or (ii) incurs increased costs and demands
compensation therefor as set forth in Section 4.6(c) above, shall be referred to hereafter as a “Defaulting Lender.” If a Borrower is required to pay any
Indemnified Taxes or additional amounts to any Lender, or to any Governmental Authority for the account of any Lender, such Lender shall be referred to
hereafter as an “Indemnified Lender.” If any Lender is a Defaulting Lender or Indemnified Lender, then Borrowers may elect to remove such Lender from this
Agreement, and notwithstanding the provisions of Section 13.13 hereof to the contrary, the consent of the Remaining Lenders shall not be required for such
removal, and so long as no Default or Event of Default has occurred and is continuing, the consent of solely the Borrowers and the Administrative Agent shall
be required for the replacement bank, if any, and the requirement that the Defaulting Lender’s or Indemnified Lender’s Commitment must be replaced, and the
requisite documentation to effect such removal and replacement, such consent not to be unreasonably withheld or delayed.
Section 4.7 Indemnity. The Borrowers hereby indemnify each of the Lenders against any loss or expense which may arise or be attributable to
each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan: (a) as a consequence of any failure
by the Borrowers to make any payment when due of any amount due hereunder in connection with a LIBOR Rate Loan or Eurocurrency Loan; (b) due to any
failure of the Borrowers to borrow on a date specified therefor in a Notice of Borrowing or Notice of Continuation/Conversion; or (c) due to any payment,
prepayment or conversion of any LIBOR Rate Loan or Eurocurrency Loan on a date other than the last day of the Interest Period therefor. The amount of such
loss or expense shall be determined, in the applicable Lender’s sole discretion, based upon the assumption that such Lender funded the LIBOR Rate Loans or
Eurocurrency Loans in the London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and
practical. A certificate of such Lender