Urban Outfitters 2016 Annual Report Download - page 99

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the specified Person.
“Aggregate Commitments” means, at any time, the aggregate Commitments of all Lenders, as increased or reduced from time to time pursuant to the
terms and conditions hereof. As of the Effective Date, the Aggregate Commitment is $400,000,000.
“Aggregate Credit Exposure” means, at any time, the aggregate Revolving Exposure of all the Lenders at such time.
“Agreement” means this Credit Agreement.
“Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds
Effective Rate in effect on such day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period on such day (or if such day is not a
Business Day, the immediately preceding Business Day) plus 1%, provided that, the Adjusted LIBO Rate for any day shall be based on the LIBO Rate at
approximately 11:00 a.m. London time on such day, subject to the interest rate floor set forth in the definition thereof (if any). Any change in the Alternate
Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective
date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as
an alternate rate of interest pursuant to Section 2.14 hereof, then the Alternate Base Rate shall be the greater of clause (a) and (b) above and shall be
determined without reference to clause (c) above.
“Alternative Currency” means any currency other than U.S. Dollars, Sterling, Euros or Canadian Dollars.
“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or its Subsidiaries from time to time
concerning or relating to bribery or corruption.
“Applicable Percentage” means, with respect to any Lender, a percentage equal to a fraction the numerator of which is such Lender’s Commitment and
the denominator of which is the Aggregate Commitments provided that, if the Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon such Lender’s share of the Aggregate Credit Exposure at that time; provided that, in accordance with Section 2.20, so long as any
Lender shall be a Defaulting Lender, such Defaulting Lender’s Commitment shall be disregarded in the calculations in this definition.
“Applicable Rate” means, for any day, with respect to any Loan, or with respect to the commitment fees payable hereunder, the applicable rate per
annum set forth below under the caption “ABR Margin,” “LIBOR/CDOR/EURIBOR Margin” or “Commitment Fee”, as the case may be, based upon the daily
average Availability (the “Average Quarterly Availability”) for the fiscal quarter of the Company ending on the most recent Determination Date (as defined
below) and the Adjusted Leverage Ratio as of the most recent Determination Date, provided that until the delivery to the Administrative Agent, pursuant to
Section 5.01, of the Company’s consolidated financial information for the Company’s
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