Urban Outfitters 2014 Annual Report Download - page 158

(b) Assignments and Participations by the Lenders .
(i) Assignments by the Lenders. The Borrowers hereby acknowledge and agree that each Lender may at any time with the consent of
the Borrowers (so long as no Default or Event of Default has occurred and is continuing) and the consent of the Administrative Agent, which consents shall
not be unreasonably withheld, assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including
without limitation all or a portion of the Extensions of Credit at the time owing to it and the Notes held by it); provided that no such assignment shall be made
to the Borrowers or any of their Subsidiaries or Affiliates; provided further that (A) each such assignment shall be of a constant, and not a varying percentage,
of all such assigning Lender’s rights and obligations under this Agreement; (B) if less than all of the assigning Lender’s Commitment is to be assigned, the
Commitment so assigned shall not be less than $5,000,000; (C) the parties to each such assignment shall execute and deliver to the Administrative Agent, for
its acceptance and recording, an assignment agreement (an “Assignment Agreement”) in the form of Exhibit G hereto, together with any Note or Notes subject
to such assignment; (D) such assignment shall not, without the consent of the Borrowers, require the Borrowers to file a registration statement with the
Securities and Exchange Commission or apply to or qualify the Loans or any Note under the blue sky laws of any state; (E) the assigning Lender shall pay to
the Administrative Agent an assignment fee of $3,500 upon the execution by such Lender of the Assignment Agreement; provided that no such fee shall be
payable upon any assignment by a Lender to an Affiliate thereof; (F) the assignee thereunder shall be a party to this Agreement and, to the extent provided in
such Assignment Agreement, have the rights and obligations of a Lender hereunder; (G) the assigning Lender thereunder shall, to the extent provided in such
Assignment Agreement, be released from its obligations under this Agreement; and (H) upon receipt of an Assignment Agreement from an assigning Lender and
an Eligible Assignee, the Administrative Agent shall promptly deliver a copy of such Assignment Agreement to the Borrowers. Within five (5) Business Days
after receipt of notice, the Borrowers shall execute and deliver to the Lender, in exchange for the Note or Notes to be surrendered in the manner set forth below, a
new Note or Notes payable to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment
Agreement and a new Note payable to the order of the assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or
Notes shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Note, shall be dated the effective date of such
Assignment Agreement and shall otherwise be in substantially the form of the surrendered Note. Each surrendered Note shall be canceled and returned to the
Borrowers concurrent with the Borrowers’ delivery of the new Note or Notes. Notwithstanding anything to the contrary in this Section 13.10(b), no consent of
the Borrowers shall be required for any Lender to assign all or a portion of its interests, rights and obligations under this Agreement to an Affiliate thereof.
(ii) Participations by the Lenders. The Borrowers hereby acknowledge and agree that each Lender may at any time grant
participations in all or any portion the Commitment, the Loans, the Notes, the Extensions of Credit or of its right, title and interest therein or in or to this
Agreement (collectively, “Participations”) to any other lending office or to any other bank, lending institution or other entity which has the requisite
sophistication to evaluate the merits and risks of investments in Participations (“Participants”); provided, however, that: (A) each such participation shall be
in an amount not less than $5,000,000; (B) all amounts payable by the Borrowers hereunder shall be determined as if Lenders had not granted such
Participation; (C) such Lender’s obligations under this Agreement (including without limitation its Commitment) shall remain unchanged; (D) such Lender
shall remain solely responsible to the other parties hereto for the performance of such obligations; (E) such Lender shall remain the holder of the Notes held by
it for purposes of this Agreement; (F) the Borrowers,