Arrow Electronics 2013 Annual Report Download - page 130

during which such Bank’s participating interest was outstanding and funded); provided, however, that in the event that such payment received
by the Administrative Agent or such Swing Line Bank is required to be returned, such Bank will return to the Administrative Agent or such
Swing Line Bank any portion thereof previously distributed to it by the Administrative Agent or such Swing Line Bank, as applicable.
(d) Each Bank’s obligation to make Committed Rate Loans pursuant to subsection 4.4(a) and to purchase participating
interests pursuant to subsection 4.4(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without
limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Bank may have against any other Bank or any
Specified Borrower, or any Specified Borrower may have against any Bank or any other Person, as the case may be, for any reason
whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or
otherwise) of the Company or any of its Subsidiaries; (iv) any breach of this Agreement by any party hereto; or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.
SECTION 5. THE LETTERS OF CREDIT
5.1 L/C Commitment.
(a) For the avoidance of doubt, Letters of Credit outstanding immediately prior to the Closing Date shall be Letters of Credit
hereunder. Subject to the terms and conditions hereof, each Issuing Bank agrees to issue letters of credit for the account of any Specified
Borrower on any Business Day during the Commitment Period in such form as shall be reasonably acceptable to such Issuing Bank; provided,
that no Letter of Credit shall be issued if, after giving effect thereto (i) the aggregate amount of the Exposure of all the Banks would exceed
the aggregate amount of the Revolving Commitments, (ii) the aggregate amount of the Foreign Currency Exposure in respect of any Currency
would exceed the Foreign Currency Exposure Sublimit for such Currency or (iii) the aggregate amount of the L/C Obligations would exceed
$200,000,000.
(b) Each Letter of Credit shall:
(i) be denominated in Dollars or an Available Foreign Currency and shall be either (A) a standby letter of credit
issued to support obligations of a Specified Borrower, contingent or otherwise, to provide credit support for workers’
compensation, other insurance programs and other lawful corporate purposes (a “ Standby Letter of Credit”) or (B) a commercial
letter of credit issued in respect of the purchase of goods and services in the ordinary course of business of the Company and its
Subsidiaries (a “Commercial Letter of Credit”; together with the Standby Letters of Credit, the “ Letters of Credit”) and,
(ii) expire no later than the earlier of 365 days after its date of issuance and 5 Business Days prior to the
Termination Date although any such Letter of Credit may be automatically extended for periods of one year from the current or any
future expiration date of the Letter of Credit (unless the Issuing Bank elects not to extend such Letter of Credit) and the extended
maturity date is not beyond 5 Business Days prior to the Termination Date (it being understood that if the Termination Date is
extended pursuant to subsection 2.13, no Letter of Credit shall expire after the Termination Date applicable to the Non-Extending
Banks if, after giving effect to the issuance of such Letter of Credit, the aggregate face amount of all Letters of Credit expiring
after the Termination Date applicable to the Non-Extending Banks would exceed the aggregate amount of the Commitments of the
Continuing Banks).
(c) Each Letter of Credit shall be subject to the Uniform Customs or International Standby Practices (ISP98) and, to the
extent not inconsistent therewith, the laws of any State of the United States or, if acceptable to the Required Banks and the relevant account
party, the jurisdiction of the Issuing Office at which such Letter of Credit is issued.