Arrow Electronics 2013 Annual Report Download - page 107

amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Bank notifies the Administrative Agent in writing that
such failure is the result of such Bank’s good faith determination that a condition precedent to funding (specifically identified and including
the particular default, if any) has not been satisfied, (b) has notified the Company, any other Borrower, any other Bank or the Administrative
Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations
under this Agreement (unless such writing or public statement indicates that such position is based on such Bank’s good faith determination
that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot
be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after
request by the Administrative Agent or any other Bank, acting in good faith, to provide a certification in writing from an authorized officer of
such Bank that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and
participations in then outstanding Letters of Credit and Swing Line Loans under this Agreement, provided that such Bank shall cease to be a
Defaulting Bank pursuant to this clause (c) upon receipt by such Bank or the Administrative Agent, as applicable, of such certification in
form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of a Bankruptcy Event.
“Disposition”: with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other
disposition thereof; and the terms “Dispose” and “Disposed of” shall have correlative meanings.
“Dollar Equivalent Amount”: with respect to (i) the amount of any Foreign Currency on any date, the equivalent amount in Dollars
of such amount of Foreign Currency, as determined by the Administrative Agent using the Exchange Rate and (ii) any amount in Dollars,
such amount.
“Dollars” and “$”: dollars in lawful currency of the United States of America.
“Domestic Subsidiary”: as to any Person, a Subsidiary of such Person organized under the laws of a State of the United States or
the District of Columbia.
“Domestic Subsidiary Borrower”: each Subsidiary of the Company listed as a Domestic Subsidiary Borrower in Schedule II as
amended from time to time in accordance with subsection 15.1(b)(i).
“Environmental Laws”: any and all applicable foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including, without limitation,
common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment,
as now or may at any time hereafter be in effect.
“ERISA”: the Employee Retirement Income Security Act of 1974, as amended from time to time.
“euro”: the single currency of participating member states of the European Union.
“Eurocurrency Loan”: any Loan bearing interest based upon a Eurocurrency Rate.
“Eurocurrency Rate”: in respect of Dollars and each Available Foreign Currency, the rate determined as the Eurocurrency Rate for
Dollars or such Available Foreign Currency in the manner set forth in the Administrative Schedule.
“European Subsidiaries”: as of any date, any Subsidiary of the Company that is domiciled in Europe.
“Event of Default”: any of the events specified in Section 13, provided that any requirement for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.
“Exchange Rate”: with respect to any Foreign Currency on any date, the rate at which such Foreign Currency may be exchanged
into Dollars, as set forth on such date on the Reuters WRLD page at or about 11:00