Arrow Electronics 2013 Annual Report Download - page 173

15.9 Judgment.
(a) If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in one currency into
another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at
which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on
the Business Day preceding the day on which final judgment is given.
(b) The obligation of the Company or any Subsidiary Borrower in respect of any sum due to any Bank or the Administrative
Agent hereunder shall, notwithstanding any judgment in a currency (the “ Judgment Currency”) other than that in which such sum is
denominated in accordance with the applicable provisions of this Agreement or the other Credit Documents (the “ Agreement Currency”), be
discharged only to the extent that on the Business Day following receipt by such Bank or the Administrative Agent (as the case may be) of any
sum adjudged to be so due in the Judgment Currency such Bank or the Administrative Agent (as the case may be) may in accordance with
normal banking procedures purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so
purchased is less than the sum originally due to such Bank or the Administrative Agent (as the case may be) in the Agreement Currency, the
Company or such Subsidiary Borrower (as the case may be) agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify such Bank or the Administrative Agent (as the case may be) against such loss, and if the amount of the Agreement Currency so
purchased exceeds the sum originally due to any Bank or the Administrative Agent (as the case may be), such Bank or the Administrative
Agent (as the case may be) agrees to remit to the Company or such Subsidiary Borrower (as the case may be) such excess.
15.10 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate
counterparts (including by email, electronic copy or telecopy), and all of said counterparts taken together shall be deemed to constitute one and the
same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Company and the Administrative Agent.
15.11 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
15.12 Integration. This Agreement and the other Credit Documents represent the agreement of the Company, the Subsidiary
Borrowers, the Syndication Agents, the Administrative Agent and the Banks with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any Bank relative to subject matter hereof not expressly set forth or referred
to herein or in the other Credit Documents.
15.13 GOVERNING LAW. THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS (OTHER THAN ANY
LOCAL CURRENCY FACILITY) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE
OTHER CREDIT DOCUMENTS (OTHER THAN ANY LOCAL CURRENCY FACILITY) SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
15.14 Submission To Jurisdiction; Waivers.
(a) Each of the Company and the Subsidiary Borrowers hereby irrevocably and unconditionally:
(i) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other
Credit Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive
general jurisdiction of the Courts of the State of New York, the courts of the United States of America for the Southern District of
New York, and appellate courts from any thereof; provided, that nothing contained herein or in any other Credit Document will