Arrow Electronics 2013 Annual Report Download - page 139

Board (or, at any time when such Bank may be required by the Board or by any other Governmental Authority, whether within the United
States or in another relevant jurisdiction, to maintain reserves against any other category of liabilities which includes deposits by reference to
which the Eurocurrency Rate is determined as provided in this Agreement or against any category of extensions of credit or other assets of
such Bank which includes any such Committed Rate Eurocurrency Loans), an additional amount (determined by such Bank’s calculation or,
if an accurate calculation is impracticable, reasonable estimate using such reasonable means of allocation as such Bank shall determine) equal
to the actual costs, if any, incurred by such Bank during such Interest Period as a result of the applicability of the foregoing reserves to such
Committed Rate Eurocurrency Loans.
(d) A certificate of each Bank, Issuing Bank, Swing Line Bank or Local Currency Bank setting forth such amount or
amounts as shall be necessary to compensate such Bank, Issuing Bank, Swing Line Bank or Local Currency Bank as specified in paragraph
(a), (b) or (c) above, as the case may be, and setting forth in reasonable detail an explanation of the basis of requesting such compensation in
accordance with paragraph (a), (b) or (c) above, including calculations in detail comparable to the detail set forth in certificates delivered to
such Bank in similar circumstances under comparable provisions of other comparable credit agreements, shall be delivered to the relevant
Borrower and shall be conclusive absent manifest error. The relevant Borrower shall pay each Bank, Issuing Bank, Swing Line Bank or Local
Currency Bank the amount shown as due on any such certificate delivered to it within 10 days after its receipt of the same.
(e) Failure or delay on the part of any Bank or the Issuing Bank to demand compensation pursuant to this subsection shall
not constitute a waiver of such Bank’s or the Issuing Bank’s right to demand such compensation; provided that the Company shall not be
required to compensate a Bank or the Issuing Bank pursuant to this subsection for any increased costs or reductions incurred more than six
months prior to the date that such Bank or the Issuing Bank, as the case may be, notifies the Company of the event giving rise to such
increased costs or reductions and of such Bank’s or the Issuing Bank’s intention to claim compensation therefor; provided further that, if the
event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include
the period of retroactive effect thereof.
(f) Notwithstanding the foregoing provisions of this subsection, a Bank shall not be entitled to compensation pursuant to this
subsection in respect of any Competitive Advance Loan if the event that would otherwise entitle it to such compensation shall have been
publicly announced prior to submission of the Competitive Advance Loan Offer pursuant to which such Loan was made.
(g) The agreements in this subsection shall survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.
(h) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or
by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in
implementation thereof, shall in each case be deemed to be a change in any Requirement of Law, regardless of the date enacted, adopted,
issued or implemented.
8.6 Taxes.
(a) Unless required by applicable Requirements of Law, all payments made by or on behalf of any Loan Party under this
Agreement or any other Credit Documents shall be made free and clear of, and without deduction or withholding for or on account of, any
present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed,
levied, collected, withheld or assessed by any Governmental Authority, excluding, in the case of the Administrative Agent and each Bank, (i)
net income taxes, doing business taxes, branch profits or similar taxes, and franchise taxes imposed on the Administrative Agent or such
Bank (including, without limitation for all purposes of this subsection 8.6, each Bank in its capacity as an Issuing Bank or as a Swing Line
Bank), as the case may be, as a result of a present or former connection