Urban Outfitters 2016 Annual Report Download - page 139

“Sale and Leaseback Transaction” has the meaning assigned to such term in Section 6.06.
“Sanctioned Country” means, at any time, a country or territory which is itself, or whose government is, the subject or target of any Sanctions (at the
time of this Agreement, Cuba, Iran, North Korea, Sudan, Syria or the Crimea region of Ukraine).
“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign
Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European Union or any
European Union member state, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or controlled by any such
person or Person described in the foregoing clauses (a) or (b).
“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time (a) by the U.S.
government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State or
(b) the United Nations Security Council, the European Union or any European Union member state or Her Majesty’s Treasury of the United Kingdom.
“Screen Rate” means (a) in respect of the LIBO Rate for any Interest Period, a rate per annum equal to the London interbank offered rate as administered
by the ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for deposits in the applicable currency (for
delivery on the first day of such Interest Period) for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the
Reuters screen page that displays such rate (or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such other
information service that publishes such rate from time to time as shall be selected by the Administrative Agent in its reasonable discretion), (b) in respect of
the EURIBO Rate for any Interest Period, the percentage per annum determined by the Banking Federation of the European Union for such Interest Period as
set forth on the Reuters screen page that displays such rate (currently EURIBOR01) (or, in the event such rate does not appear on a page of the Reuters screen,
on the appropriate page of such other information service that publishes such rate from time to time as shall be selected by the Administrative Agent in its
reasonable discretion) and (c) in respect of the CDOR Rate for any Interest Period, the average rate for bankers’ acceptances as administered by the Investment
Industry Regulatory Organization of Canada (or any other Person that takes over the administration of that rate) with a tenor equal to such Interest Period,
displayed on the CDOR page of the Reuters screen (or, in the event such rate does not appear on a page of the Reuters screen, on the appropriate page of such
other information service that publishes such rate from time to time as shall be selected by the Administrative Agent in its reasonable discretion); provided
that if any Screen Rate, determined as provided above, would be less than zero, the Screen Rate shall for all purposes of this Agreement be zero. If, as to any
currency, no Screen Rate shall be available for a particular Interest Period but Screen Rates shall be available for maturities both longer and shorter than such
Interest Period, then the Screen Rate for such Interest Period shall be the Interpolated Screen Rate.
“SEC” means the Securities and Exchange Commission of the U.S.
“Secured Inventory Intercreditor Agreement” has the meaning assigned to such term in the definition of Secured Inventory Liens.
“Secured Inventory Liens” means Liens in favor of consignors of inventory and proceeds (other than Accounts or Credit Card Accounts) thereof
consigned by such consignors to a Borrower or a Subsidiary of a Borrower, in each case granted in the ordinary course of business and with prior written
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