Urban Outfitters 2014 Annual Report Download - page 93

Adjustments, if any, in the Applicable Margin shall be made by the Administrative Agent on the fifth (5 th) Business Day after receipt by the Administrative
Agent of quarterly financial statements for the Borrowers and the accompanying Officer’s Compliance Certificate setting forth the Adjusted Debt to EBITDAR
Ratio of the Borrower as of the most recent fiscal quarter end. Notwithstanding the remedies available to Lenders under Section 4.1(c) hereof, in the event the
Borrowers fail to deliver such financial statements and certificate within the time required by Section 7.1 and 7.2 hereof, the Applicable Margin shall be the
percentage set forth in Level I in the above chart until the delivery of such financial statements and certificate which indicate that an adjustment is available;
provided; that if the Borrowers incorrectly report or calculate the Adjusted Debt to EBITDAR Ratio, the Administrative Agent, in its sole discretion, may
charge interest retroactively based on the Applicable Margin that should have been in effect for such period that the Adjusted Debt to EBITDAR Ratio was
incorrectly reported or calculated. The foregoing shall not limit any rights of the Lenders to receipt of the default rate set forth in Section 4.1(c), if applicable.
“Application” means an application, in the form specified by the Issuing Lender from time to time, which may include, but is not limited to, any
electronic platform maintained by the Issuing Lender for the purpose of delivery of Letters of Credit, requesting the Issuing Lender to issue a Letter of Credit.
“Assignment Agreement ” shall have the meaning assigned thereto in Section 13.10. hereof.
“Base Rate” means Wells Fargo’s Prime Rate.
“Base Rate Loan” means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 4.1(a) hereof.
“Bermuda Dollars” means the lawful currency of Bermuda.
“Borrower” means individually, and “Borrowers” means collectively, Urban Outfitters, Inc., a Pennsylvania corporation, and each Subsidiary
set forth on Schedule 1 hereto, including without limitation each Non-U.S. Borrower, each in its capacity as a borrower hereunder.
“Business Day” means (a) for all purposes other than as set forth in clauses (b) and (c) below, any day other than a Saturday, Sunday or any
other day which commercial banks in Pennsylvania are authorized or required by law to close, and (b) with respect to determining any Interest Period under
Section 4.1(b), any day other than any Saturday, Sunday or any other day which commercial banks in the state of New York are authorized or required by
law to close, (c) with respect to all notices and determinations in connection with, and payments of principal and interest on, any LIBOR Rate Loan or