Arrow Electronics 2013 Annual Report Download - page 162

the Company to any tax, penalty or other liabilities in the aggregate material in relation to the business, operations, property or financial or other
condition of the Company; or
(i) One or more judgments or decrees (other than those related to the litigation listed on Schedule 13(i); provided that the
aggregate amount of such judgments shall not exceed $50,000,000) shall be entered against the Company or any of its Subsidiaries involving in
the aggregate a liability (not paid or fully covered by insurance) of a Dollar Equivalent Amount equal to $50,000,000 or more, and all such
judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or
(j) The Company Guarantee or any Subsidiary Guarantee shall cease, for any reason, to be in full force and effect (other
than, in the case of any Subsidiary Guarantee, in accordance with the terms thereof) or any Guarantor party thereto shall so assert; or
(k) A Change in Control shall occur;
then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (g) above with respect to any
Specified Borrower or Guarantor, automatically the Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon)
and all other amounts owing under this Agreement (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of
the then outstanding Letters of Credit shall have presented the documents required thereunder) shall become immediately due and payable and (B) if
such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Banks, the
Administrative Agent may, or upon the request of the Required Banks, the Administrative Agent shall, by notice to the Company declare the
Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Required Banks,
the Administrative Agent may, or upon the request of the Required Banks, the Administrative Agent shall, by notice to the Company, declare the Loans
hereunder (with accrued interest thereon) and all other amounts owing under this Agreement (including, without limitation, all amounts of L/C
Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be
due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding sentence, the applicable Borrower shall at such
time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of
Letters of Credit issued for its account. Each Borrower hereby grants to the Administrative Agent, for the benefit of the Issuing Banks and the L/C
Participants, a security interest in such cash collateral to secure all obligations of such Borrower under this Agreement and the other Credit
Documents. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such
Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to
repay other obligations of the applicable Borrower hereunder. After all such Letters of Credit shall have expired or been fully drawn upon, all
Reimbursement Obligations shall have been satisfied and all other obligations of the applicable Borrower hereunder shall have been paid in full, the
balance, if any, in such cash collateral account shall be returned to the applicable Borrower. The Borrowers shall execute and deliver to the
Administrative Agent, for the account of the Issuing Banks and the L/C Participants, such further documents and instruments as the Administrative
Agent may request to evidence the creation and perfection of the within security interest in such cash collateral account.
Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby
expressly waived.
SECTION 14. THE ADMINISTRATIVE AGENT; THE SYNDICATION AGENTS; THE ARRANGERS
14.1 Appointment. Each Bank hereby irrevocably designates and appoints JPMorgan Chase Bank, N.A., as the Administrative
Agent of such Bank under this Agreement and the other Credit Documents, and each such Bank irrevocably authorizes JPMorgan Chase Bank, N.A.,
as the Administrative Agent for such Bank, to take such action on its behalf under the provisions of this Agreement and the other Credit Documents
and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the
other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision