Arrow Electronics 2013 Annual Report Download - page 127

Agent shall allocate offers from all of such Banks in amounts among them pro rata according to the amounts offered by such Banks
(or as nearly pro rata as shall be practicable).
(d) If the Specified Borrower notifies the Administrative Agent that a Competitive Advance Loan Request is cancelled, the
Administrative Agent shall give prompt telephone notice thereof to the Banks.
(e) If the Specified Borrower accepts one or more of the offers made by any Bank or Banks, the Administrative Agent
promptly shall notify each Bank which has made such a Competitive Advance Loan Offer of (i) the aggregate amount of such Competitive
Advance Loans to be made for each maturity date and (ii) the acceptance or rejection of any offers to make such Competitive Advance Loans
made by such Bank. Before the Funding Time for the applicable Currency, each Bank whose Competitive Advance Loan Offer has been
accepted shall make available to the Administrative Agent for the account of the Specified Borrower at the Funding Office for the applicable
Currency the amount of Competitive Advance Loans in the applicable Currency to be made by such Bank, in immediately available funds.
3.3 Repayment of Competitive Advance Loans; Evidence of Debt.
(a) Each Specified Borrower that borrows any Competitive Advance Loan hereby unconditionally promises to pay to the
Bank that made such Competitive Advance Loan on the maturity date, as agreed by such Specified Borrower and Bank (or such earlier date on
which all the Loans become due and payable pursuant to Section 13), the then unpaid principal amount of such Competitive Advance Loan.
Each Specified Borrower hereby further agrees to pay interest on the unpaid principal amount of the Competitive Advance Loans made by any
Bank to such Specified Borrower from time to time outstanding from the date thereof until payment in full thereof at the rate per annum, and
on the dates, agreed by such Specified Borrower and Bank at the time such Competitive Advance Loan is made. All payments in respect of
Competitive Advance Loans shall be made by such Specified Borrower to the Administrative Agent for the account of the Bank that makes
such Competitive Advance Loan to the Payment Office and by the Payment Time for the applicable Currency.
(b) Each Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each
Specified Borrower to such Bank resulting from each Competitive Advance Loan of such Bank from time to time, including the amounts of
principal and interest payable and paid to such Bank from time to time in respect of Competitive Advance Loans. The entries made in the
accounts of each Bank maintained pursuant to this subsection 3.3(b) shall, to the extent permitted by applicable law, be prima facie evidence
of the existence and amounts of the obligations of each Specified Borrower therein recorded, absent manifest error; provided, however, that
the failure of any Bank to maintain any such account, or any error therein, shall not in any manner affect the obligation of each Specified
Borrower to repay (with applicable interest) the Competitive Advance Loans made to such Specified Borrower by such Bank in accordance
with the terms of this Agreement. In the event of any conflict between the records maintained by any Bank and the records maintained by the
Administrative Agent in such matters, the records of the Administrative Agent shall control in the absence of manifest error.
3.4 Prepayments. Unless otherwise agreed by the Bank making a Competitive Advance Loan, upon giving a Notice of Prepayment at
the address and time specified in Schedule IV, any Competitive Advance Loan may be optionally prepaid prior to the scheduled maturity date thereof.
SECTION 4. THE SWING LINE LOANS
4.1 Swing Line Loans. Subject to the terms and conditions hereof, each Swing Line Bank severally agrees to make swing line
loans (“Swing Line Loans”) to any Specified Borrower from time to time during the Commitment Period in Dollars; provided, that no Swing Line
Loan shall be made if, after giving effect to the making of such Loan and the simultaneous application of the proceeds thereof, (i) the aggregate
amount of the Exposure of all the Banks would exceed the aggregate amount of the Revolving Commitments, (ii) the aggregate amount of the Swing
Line Loans made by a Swing Line Bank would exceed the Swing Line Commitment of such Swing Line Bank, (iii) the aggregate amount of the
Exposure of a Swing Line Bank would exceed the Revolving Commitment of such Bank, (iv)