Arrow Electronics 2013 Annual Report Download - page 132

(b) If any amount required to be paid by any L/C Participant to any Issuing Bank pursuant to subsection 5.4(a) in respect of
any unreimbursed portion of any payment made by such Issuing Bank under any Letter of Credit is not paid to such Issuing Bank on the date
such payment is due from such L/C Participant, such L/C Participant shall pay to such Issuing Bank on demand an amount equal to the
product of (i) such amount, times (ii) (A) in the case of any such payment obligation denominated in Dollars, the daily average Federal funds
rate, as quoted by such Issuing Bank, or (B) in the case of any such payment obligation denominated in an Available Foreign Currency, the
rate customary in such Currency for settlement of similar inter-bank obligations, as quoted by such Issuing Bank, in each case during the
period from and including the date such payment is required to the date on which such payment is immediately available to the Issuing Bank,
times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A
certificate of an Issuing Bank submitted to any L/C Participant with respect to any amounts owing under this subsection shall be conclusive in
the absence of manifest error.
(c) Whenever, at any time after an Issuing Bank has made payment under any Letter of Credit and has received from any
L/C Participant its pro rata share of such payment in accordance with subsection 5.4(a) the Issuing Bank receives any payment related to such
Letter of Credit (whether directly from the account party or otherwise, including by way of set-off or proceeds of collateral applied thereto by
such Issuing Bank), or any payment of interest on account thereof, such Issuing Bank will distribute to such L/C Participant its pro rata share
thereof; provided, however, that in the event that any such payment received by such Issuing Bank shall be required to be returned by the
Issuing Bank, such L/C Participant shall return to such Issuing Bank the portion thereof previously distributed by such Issuing Bank to it.
5.5 Reimbursement Obligation of the Specified Borrowers .
(a) Each Specified Borrower for whose account a Letter of Credit is issued hereunder agrees to reimburse the Issuing Bank
in respect of such Letter of Credit on each date on which such Issuing Bank notifies such Specified Borrower (with a copy to the
Administrative Agent at its address in the Administrative Schedule for Notices of Borrowing for the applicable Currency) of the date and
amount of a draft presented under such Letter of Credit and paid by such Issuing Bank for the amount of (i) such draft so paid and (ii) any
taxes, fees, charges or other costs or expenses incurred by such Issuing Bank in connection with such payment; provided if any Issuing Bank
shall notify the Specified Borrower of a drawing after 2:00 p.m. local time of such Issuing Bank’s Issuing Office on the date of any drawing
under a Letter of Credit, the Specified Borrower will not be required to reimburse such Issuing Bank until the next succeeding Business Day.
Each such payment shall be made to such Issuing Bank at its Issuing Office in the Currency in which payment of such draft was made and in
immediately available funds.
(b) Interest shall be payable on any and all amounts remaining unpaid by any Specified Borrower under this subsection from
the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the rate which is (i) in
the case of such amounts payable in Dollars, 2% above the ABR from time to time and (ii) in the case of such amounts payable in any other
currency, 2% above the rate reasonably determined by the Issuing Bank as the cost of funding such overdue amount from time to time on an
overnight basis.
(c) Each notice of a drawing under any Letter of Credit denominated in Dollars shall constitute a request by the Specified
Borrower for a borrowing pursuant to subsection 2.2 of Committed Rate ABR Loans in the amount of such drawing plus any amounts
payable pursuant to subsection 5.5(a)(ii) in respect of such drawing. The Borrowing Date with respect to such borrowing shall be the date of
such drawing.
5.6 Obligations Absolute.
(a) The obligations of the Specified Borrowers under this Section 5 shall be absolute, irrevocable and unconditional under
any and all circumstances and irrespective of any set-off, counterclaim or defense to payment which any Specified Borrower may have or
have had against the Issuing Bank or any beneficiary of a Letter of Credit.