Arrow Electronics 2013 Annual Report Download - page 131

(d) No Issuing Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict
with, or cause such Issuing Bank or any Bank to exceed any limits imposed by, any change after the date hereof in any applicable
Requirement of Law.
5.2 Procedure for Issuance of Letters of Credit under this Agreement . Any Specified Borrower may from time to time request that
an Issuing Bank issue a Letter of Credit by delivering to such Issuing Bank at its Issuing Office an Application therefor (with a copy to the
Administrative Agent), completed to the satisfaction of the Issuing Bank, and such other certificates, documents and other papers and information as
such Issuing Bank may reasonably request. Upon receipt by an Issuing Bank of any Application, and subject to the terms and conditions hereof, such
Issuing Bank will process such Application and the certificates, documents and other papers and information delivered to it in connection therewith in
accordance with its customary procedures and shall promptly issue the Letter of Credit requested thereby (but in no event shall any Issuing Bank be
required to issue any Letter of Credit earlier than five Business Days after its receipt of the Application therefor and all such other certificates,
documents and other papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise
may be agreed by such Issuing Bank and such Specified Borrower. Such Issuing Bank shall advise the Administrative Agent of the terms of such
Letter of Credit on the date of issuance thereof and shall promptly thereafter furnish copies thereof and each amendment thereto to the Company and
through the Administrative Agent each Bank.
5.3 Fees, Commissions and Other Charges.
(a) Each Specified Borrower for whose account a Letter of Credit is issued hereunder shall pay to the Administrative Agent,
for the account of the Banks (including the Issuing Bank) pro rata according to their Revolving Commitment Percentages, a letter of credit
commission with respect to each Letter of Credit, computed at a rate equal to the then Applicable Margin for Committed Rate Eurocurrency
Loans on the daily average undrawn face amount of such Letter of Credit. Such commissions shall be payable in arrears on the last Business
Day of each March, June, September and December to occur after the date of issuance of each Letter of Credit and on the expiration date of
such Letter of Credit and shall be nonrefundable.
(b) In addition to the foregoing fees and commissions, each Specified Borrower for whose account a Letter of Credit is
issued hereunder shall (i) pay or reimburse the Issuing Bank for such normal and customary costs and expenses as are incurred or charged by
such Issuing Bank in issuing, effecting payment under, amending or otherwise administering such Letter of Credit and (ii) pay the Issuing
Bank such other fees as shall be agreed by the Issuing Bank and such Specified Borrower.
(c) The Administrative Agent shall, promptly following its receipt thereof, distribute to the Issuing Bank and the Banks all
fees and commissions received by the Administrative Agent for their respective accounts pursuant to this subsection.
5.4 L/C Participations.
(a) Each Issuing Bank irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Bank
to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from
such Issuing Bank, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk, an undivided interest
equal to such L/C Participant’s Revolving Commitment Percentage in such Issuing Bank’s obligations and rights under each Letter of Credit
issued by such Issuing Bank hereunder and the amount of each draft paid by such Issuing Bank thereunder. Each L/C Participant
unconditionally and irrevocably agrees with each Issuing Bank that, if a draft is paid under any Letter of Credit issued by such Issuing Bank
for which the Specified Borrower which is the account party under such Letter of Credit has not reimbursed such Issuing Bank to the full
extent required by the terms of this Agreement, such L/C Participant shall pay to such Issuing Bank upon demand at such Issuing Bank’s
Issuing Office an amount equal to such L/C Participant’s Revolving Commitment Percentage of the amount of such draft, or any part thereof,
which is not so reimbursed.