Arrow Electronics 2013 Annual Report Download - page 137

made by the Banks holding Revolving Commitments in such Currency pro rata according to the respective Revolving Borrowing Percentages
of such Banks. Each payment (including each prepayment) by any Borrower on account of principal of and interest on any Loans in any
Currency shall be made pro rata according to the respective principal amounts of the Loans of such Type and Currency of such Borrower then
due and owing to the Banks. All payments (including prepayments) to be made by any Borrower hereunder, whether on account of principal,
interest, fees, Reimbursement Obligations or otherwise, shall be made without set off or counterclaim. All payments in respect of Swing Line
Loans, Committed Rate Loans or Letters of Credit in any Currency shall be made in such Currency and in immediately available funds at the
Payment Office (and in the case of Swing Line Loan, to the applicable Swing Line Bank), and at or prior to the Payment Time, for such Type
of Loans and such Currency, on the due date thereof. The Administrative Agent shall distribute to the applicable Banks any payments received
by the Administrative Agent promptly upon receipt in like funds as received. If any payment hereunder becomes due and payable on a day other
than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest
thereon shall be payable at the then applicable rate during such extension.
(b) Unless the Administrative Agent shall have been notified in writing by any Bank prior to a Borrowing Date in respect of
Committed Rate Loans that such Bank will not make the amount that would constitute its Revolving Borrowing Percentage of such borrowing
available to the Administrative Agent, the Administrative Agent may assume that such Bank is making such amount available to the
Administrative Agent, and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower a
corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor,
such Bank shall pay to the Administrative Agent, on demand, such amount with interest thereon at a rate equal to (A) in the case of any such
Committed Rate Loans denominated in Dollars, the daily average Federal funds rate, as quoted by the Administrative Agent, or (B) in the case
of any Committed Rate Loans denominated in an Available Foreign Currency, the rate customary in such Currency for settlement of similar
inter-bank obligations, as quoted by the Administrative Agent, in each case for the period until such Bank makes such amount immediately
available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Bank with respect to any amounts owing under
this subsection shall be conclusive in the absence of manifest error. If such Bank’s Revolving Borrowing Percentage of such borrowing is not
made available to the Administrative Agent by such Bank within three Business Days of such Borrowing Date, the Administrative Agent shall
also be entitled to recover such amount with interest thereon at the rate per annum applicable to ABR Loans in such Currency hereunder, on
demand, from the relevant Borrower.
8.4 Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the
interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Bank to
make or maintain Loans or to make or maintain Extensions of Credit to one or more Foreign Subsidiary Borrowers or Local Currency Borrowers
contemplated by this Agreement, the commitment of such Bank hereunder to make Loans to such Foreign Subsidiary Borrowers or Local Currency
Borrowers, continue Loans to such Foreign Subsidiary Borrowers or Local Currency Borrowers as such, and maintain Extensions of Credit to such
Foreign Subsidiary Borrowers or Local Currency Borrowers shall forthwith be cancelled to the extent necessary to remedy or prevent such illegality.
Nothing in this subsection 8.4 shall affect the obligation of the Banks to make or maintain Loans to the Company. 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.
8.5 Requirements of Law.
(a) If the adoption of or any change in any Requirement of Law (other than the Certificate of Incorporation and By-Laws or
other organizational or governing documents of the Banks) or in the interpretation or application thereof or compliance by any Bank or Issuing
Bank with any request or directive (whether or not