Arrow Electronics 2013 Annual Report Download - page 157

Each notice pursuant to this subsection shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred
to therein and stating what action the Company proposes to take with respect thereto.
11.8 Environmental Laws.
(a) Comply with, and take all reasonable efforts to ensure compliance by all tenants and subtenants, if any, in all material
respects with, all applicable Environmental Laws and obtain and comply in all material respects with and maintain, and undertake all reasonable
efforts to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals,
notifications, registrations or permits required by applicable Environmental Laws.
(b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions
required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental
Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and
the pendency of such proceedings could not reasonably be expected to have a Material Adverse Effect.
11.9 Additional Subsidiary Guarantees. In the event that any Domestic Subsidiary (with assets accounting for more than 5% of
Total Assets) which is not a Guarantor shall own any assets or generate any revenues (excluding any Domestic Subsidiary the sole activities of which
consist of entering into one or more Permitted Receivables Securitizations), take all actions necessary to cause such Domestic Subsidiary to execute
and deliver a Subsidiary Guarantee, within 30 days of the occurrence of such event.
11.10 Foreign Subsidiary Borrowers. Within 45 days after the Closing Date, the Company shall deliver to the Administrative Agent
(i) an executed Foreign Subsidiary Opinion of counsel to each Foreign Subsidiary Borrower that is a party to this Agreement on the Closing Date if
the aggregate Exposure of such Foreign Subsidiary Borrower owing to all Banks as of the Closing Date exceeds $20,000,000 and (ii) a copy of all
documentation with respect to all Local Currency Facilities.
SECTION 12. NEGATIVE COVENANTS
The Company hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding and unpaid
or any other amount is owing to any Bank, any Agent or the Administrative Agent hereunder, any other Credit Document or under any Local Currency
Facility:
12.1 Financial Condition Covenants. The Company shall not:
(a) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio on the last day of any fiscal quarter ending after
the Closing Date to exceed a ratio of 4.00 to 1.00.
(b) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio for any period of four
consecutive fiscal quarters of the Company ending with any fiscal quarter ending after the Closing Date to be less than a ratio of 3.00 to 1.00.
12.2 Limitation on Indebtedness of Subsidiaries . The Company shall not permit any of its Subsidiaries to, and the Subsidiaries shall
not, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except (a) any Indebtedness of Subsidiaries pursuant to any of
the Credit Documents, (b) any Indebtedness of any Domestic Subsidiary otherwise permitted hereunder so long as such Domestic Subsidiary shall
have executed and delivered to the Administrative Agent a Subsidiary Guarantee and such Subsidiary Guarantee shall be in full force and effect, (c)
cash pooling arrangements in connection with cash management systems entered into by the Company or any Subsidiaries in the ordinary course of
business; provided that such arrangements do not have a negative balance, (d) Indebtedness in respect of drafts on Italian banks with regard to
working capital needs in the ordinary course of business, (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or
improvement of any fixed or capital assets, including Capital Lease Obligations, and extensions, renewals and replacements of any such Indebtedness
that do not increase the