Arrow Electronics 2013 Annual Report Download - page 138

having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:
(i) shall subject any Bank or Issuing Bank or any corporation controlling such Bank or from which such Bank
obtains funding or credit to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit or any
Eurocurrency Loan or Local Currency Loan made by it, or change the basis of taxation of payments to such Bank, Issuing Bank or
such corporation in respect thereof (except for (A) Non-Excluded Taxes covered by subsection 8.6, (B) taxes excluded under the
first sentence of subsection 8.6(a) and (C) changes in the rate of tax on the overall net income of such Bank or Issuing Bank or
such corporation);
(ii) shall impose, modify or hold applicable any reserve, special deposit, deposit insurance, compulsory loan or
similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions
of credit by, or any other acquisition of funds by, any office of such Bank or Issuing Bank or any corporation controlling such
Bank or Issuing Bank or from which such Bank obtains funding or credit which is not otherwise included in the determination of
the Eurocurrency Rate hereunder or the interest rate on such Local Currency Loans under the relevant Local Currency Facility; or
(iii) shall impose on such Bank or Issuing Bank or any corporation controlling such Bank any other condition;
and the result of any of the foregoing is to increase the cost to such Bank or Issuing Bank or such corporation, by an amount which such Bank or
Issuing Bank or such corporation deems to be material, of making, converting into, continuing or maintaining Eurocurrency Loans or Local
Currency Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof, then, in any such
case, the Company shall promptly pay such Bank or Issuing Bank, within five Business Days after its demand, any additional amounts necessary to
compensate such Bank or Issuing Bank for such increased cost or reduced amount receivable, together with interest on each such amount from the
date due until payment in full at a rate per annum equal to the ABR plus 2%. If any Bank or Issuing Bank becomes entitled to claim any additional
amounts pursuant to this subsection, it shall promptly notify the Company, through the Administrative Agent, of the event by reason of which it has
become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by such Bank or Issuing Bank, through
the Administrative Agent, to the Company shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this
Agreement and the payment of Loans and all other amounts payable hereunder.
(b) If any Bank shall have determined that the adoption of or any change in any Requirement of Law regarding capital
adequacy or liquidity requirements or in the interpretation or application thereof or compliance by such Bank or any corporation controlling
such Bank or Issuing Bank with any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force
of law) from any Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on
such Bank’s or Issuing Bank or such corporation’s capital as a consequence of its obligations hereunder or under any Letter of Credit to a level
below that which such Bank or Issuing Bank or such corporation could have achieved but for such change or compliance (taking into
consideration such Bank’s or Issuing Bank or such corporation’s policies with respect to capital adequacy or liquidity requirements) by an
amount deemed by such Bank or Issuing Bank to be material, then from time to time, after submission by such Bank or Issuing Bank to the
Company (with a copy to the Administrative Agent) of a written request therefor (which written request shall be conclusive in the absence of
manifest error), the Company shall pay to such Bank or Issuing Bank such additional amount or amounts as will compensate such Bank or
Issuing Bank for such reduction.
(c) In addition to, and without duplication of, amounts which may become payable from time to time pursuant to paragraphs
(a) and (b) of this subsection 8.5, each Borrower agrees to pay to each Bank which requests compensation under this paragraph (c) by notice
to such Borrower, on the last day of each Interest Period with respect to any Committed Rate Eurocurrency Loan made by such Bank to such
Borrower, at any time when such Bank shall be required to maintain reserves against “Eurocurrency liabilities” under Regulation D of the