Arrow Electronics 2013 Annual Report Download - page 140

between the jurisdiction of the government or taxing authority imposing such tax and the Administrative Agent or such Bank (excluding a
connection arising solely from the Administrative Agent or such Bank having executed, delivered or performed its obligations or received a
payment under, or enforced, this Agreement) or any political subdivision or taxing authority thereof or therein, (ii) taxes that are attributable to
such Bank’s failure to comply with the requirements of subsection 8.6(e), (iii) United States withholding taxes in effect on the date such
Bank becomes a party to this Agreement, except to the extent that such Bank’s assignor (if any) was entitled, at the time of assignment, to
receive additional amounts from the applicable Loan Party with respect to such taxes pursuant to this subsection 8.6(a) and (iv) any taxes
imposed by FATCA; provided that, if any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings (
“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Bank, as
determined in good faith by the applicable Withholding Agent, (i) such amounts shall be paid to the relevant Governmental Authority in
accordance with applicable law and (ii) the amounts so payable by the applicable Loan Party to the Administrative Agent or such Bank shall be
increased to the extent necessary to yield to the Administrative Agent or such Bank (after payment of all Non-Excluded Taxes and Other
Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement as if such withholding
or deduction had not been made.
(b) In addition, the Company or the relevant Loan Party shall pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.
(c) Whenever any Non-Excluded Taxes or Other Taxes are payable by any Loan Party, as promptly as possible thereafter
such Loan Party or the Company shall send to the Administrative Agent for its own account or for the account of the relevant Bank, as the
case may be, a certified copy of an original official receipt received by the applicable Loan Party showing payment thereof. If (i) such Loan
Party or the Company fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority, (ii) Loan Party or the Company fails
to remit to the Administrative Agent the required receipts or other required documentary evidence or (iii) any Non-Excluded Taxes or Other
Taxes are imposed directly upon the Administrative Agent or any Bank, such Loan Party and/or the Company shall indemnify the
Administrative Agent and such Bank for such amounts and any incremental taxes, interest or penalties that may become payable by the
Administrative Agent or such Bank as a result of any such failure, in the case of (i) and (ii), or any such direct imposition, in the case of (iii).
The agreements in subsection 8.6(a) shall survive the termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.
(d) Each Bank shall indemnify the Administrative Agent for the full amount of any taxes, levies, imposts, duties, charges,
fees, deductions, withholdings or similar charges imposed by any Governmental Authority that are attributable to such Bank and that are
payable or paid by the Administrative Agent, together with all interest, penalties, reasonable costs and expenses arising therefrom or with
respect thereto, as determined by the Administrative Agent in good faith (but only to the extent that any Loan Party has not already indemnified
the Administrative Agent for such taxes, levies, imposts, duties, charges, fees, deductions, withholdings or similar charges and without
limiting the obligation of the Loan Parties to do so). A certificate as to the amount of such payment or liability delivered to any Bank by the
Administrative Agent shall be conclusive absent manifest error.
(e) (i) Each Bank (including each Assignee) that is a “United States person” as defined in Section 7701(a)(30) of the Code
shall deliver to the Company and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly
completed and duly signed copies of United States Internal Revenue Service (the “ IRS”)Form W-9 (or any successor form) certifying that
such Bank is exempt from U.S. federal withholding tax. Each Bank (including each Assignee) that is not a “United States person” as defined
in Section 7701(a)(30) of the Code (a “Non-U.S. Bank”) shall deliver to the Company and the Administrative Agent (or, in the case of a
Participant, to the Bank from which the related participation shall have been purchased) (i) two duly completed copies of IRS Form W-
8BEN, W-8ECI, W-8IMY (together with any applicable underlying IRS forms) or successor applicable form, as the case may be, (ii) in the
case of a Non-U.S. Bank claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to
payments of “portfolio interest”, a statement substantially in the form of Exhibit M and the applicable IRS Form W-8 (together with any
applicable underlying IRS forms), or any subsequent versions thereof or successors thereto, properly completed