Urban Outfitters 2016 Annual Report Download - page 175

SECTION 2.22 Banking Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services for, or having Swap Agreements
with, any Loan Party or any Subsidiary of a Loan Party shall deliver to the Administrative Agent, promptly after entering into such Banking Services or Swap
Agreements, written notice setting forth the aggregate amount of all Banking Services Obligations and Swap Agreement Obligations of such Loan Party or
Subsidiary thereof to such Lender or Affiliate (whether matured or unmatured, absolute or contingent). In addition, each such Lender or Affiliate thereof shall
deliver to the Administrative Agent, from time to time after a significant change therein or upon a request therefor, a summary of the amounts due or to
become due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the Administrative
Agent shall be used in determining the amounts to be applied in respect of such Banking Services Obligations and/or Swap Agreement Obligations pursuant
to Section 2.18(b).
SECTION 2.23 Access Rights. Each Loan Party shall provide the Administrative Agent, on behalf of itself and the Lenders and other Secured Parties,
such access rights, after the occurrence and during the continuance of an Event of Default, to any parcel or item or other property of such Loan Party and each
Subsidiary which is reasonably necessary to enable the Administrative Agent during normal business hours to: (i) in the event a Borrower manufactures
inventory, convert Collateral consisting of raw materials and work-in-process into saleable finished goods and/or to transport such Collateral to a point where
such conversion can occur (to the extent applicable), (ii) otherwise prepare Collateral for sale and/or to arrange or effect the sale of Collateral, all in
accordance with the manner in which such matters are completed in the ordinary course of business (such Property, the “Collateral-Related Property”);
provided however that, to the extent any such Collateral-Related Property consists of leasehold interests or other items or property which are not owned by a
Loan Party, Loan Parties shall only be required herein to use commercially reasonable efforts to obtain such access rights. Subject to applicable law and/or
the applicable Collateral Access Agreements, Administrative Agent and its agents, representatives and designees shall have an irrevocable, non-exclusive
right to have access to, and a rent-free right to use, the relevant Collateral-Related Property of the Loan Parties for the purposes described above. The
Administrative Agent shall take proper and reasonable care under the circumstances of any Collateral-Related Property that is used by the Administrative
Agent and repair and replace any damage (ordinary wear-and-tear excepted) caused by the Administrative Agent or its agents, representatives or designees
and the Administrative Agent shall comply in all material respects with all applicable laws and applicable Collateral Access Agreements in connection with
its use or occupancy or possession of the Collateral-Related Property. The Administrative Agent shall indemnify and hold harmless the Loan Parties for any
injury or damage to Persons or property (ordinary wear-and-tear excepted) caused by the acts or omissions of Persons under its control; provided, however,
that the Administrative Agent, the Lenders and the other Secured Parties will not be liable for any diminution in the value of Collateral-Related Property
caused by the absence of the Collateral therefrom. The Loan Parties shall not, and shall not permit any Subsidiary to, sell, remove or dispose of any of the
Collateral-Related Property if such Collateral-Related Property is reasonably necessary to enable the Administrative Agent to convert, transport or arrange to
sell the Collateral as described above, unless the Administrative Agent shall have approved satisfactory replacement arrangements in relation to the rights
and remedies of the Lenders and the Administrative Agent in respect of Collateral affected by any proposed sale, removal or disposition as evidenced by the
prior written confirmation thereof by the Administrative Agent delivered to the Borrower Representative. Notwithstanding the foregoing, the Borrowers shall
not be required to comply with the terms and conditions of this Section 2.23 in respect of the Trenton, South Carolina facility so long as such facility shall
have been closed on or before August 31, 2015 (or as such time may be extended by the Administrative Agent in its sole discretion in writing).
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