Arrow Electronics 2013 Annual Report Download - page 155

(a) concurrently with the delivery of the financial statements referred to in subsection 11.1(a), a certificate of the independent
certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge
was obtained of any Default or Event of Default, except as specified in such certificate;
(b) concurrently with the delivery of the financial statements referred to in subsections 11.1(a) and 11.1(b), a certificate of a
Responsible Officer substantially in the form of Exhibit H;
(c) concurrently with the delivery of the financial statements referred to in subsection 11.1(c), a certificate of a Responsible
Officer (i) stating that, to the best of such Responsible Officer’s knowledge, the Company has observed and performed all of its covenants
and other agreements contained in this Agreement and the other Credit Documents to which it is a party to be observed or performed by it, (ii)
that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified therein and (iii) setting
forth calculations supporting compliance with subsections 12.1(a) and (b);
(d) as soon as delivered, a copy of the letter, addressed to the Company, of the certified public accountants who prepared the
financial statements referred to in subsection 11.1(a) for such fiscal year and otherwise referred to as a “management letter”;
(e) within five days after the same are sent, copies of all financial statements and reports which the Company sends to its
stockholders generally, and within five days after the same are filed, copies of all financial statements and reports which the Company or any
of its Subsidiaries may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental
Authority;
(f) concurrently with the delivery of the financial statements referred to in subsections 11.1(a) and 11.1(c), a certificate of a
Responsible Officer setting forth the name of each Foreign Subsidiary Borrower and each outstanding Swing Line Loan, Competitive
Advance Loan, Local Currency Loan made and Letter of Credit issued to the Foreign Subsidiary Borrowers as of the date of such financial
statements;
(g) promptly following request by the Administrative Agent thereof, copies of any documents described in Sections 101(k) or
101(l) of ERISA that the Company or any Commonly Controlled Entity may request with respect to any Multiemployer Plan; provided, that
if the Company or any Commonly Controlled Entity has not requested such documents or notices from the administrator or sponsor of the
applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, the Company and/or the Commonly Controlled
Entities shall promptly make a request for such documents or notices from such administrator or sponsor and the Company shall provide
copies of such documents and notices to the Administrative Agent promptly after receipt thereof; and
(h) promptly, such additional documents, instruments, legal opinions or financial and other information as the Administrative Agent
or any Bank may from time to time reasonably request.
Any information available on the website of the Company at www.arrow.com or filed with the Securities and Exchange
Commission under the Securities Act of 1933 and available on www.sec.gov shall be deemed to have been furnished to the Administrative Agent (or
Bank, if applicable) upon the giving of notice by the Company to the Administrative Agent (or Bank, if applicable) that such information has been
made available on any of such websites.
11.3 Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case
may be, all its obligations of whatever nature, including, without limitation, all obligations in respect of taxes, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the Company or its Subsidiaries, as the case may be, or where the failure to pay, discharge or otherwise satisfy could not
reasonably be expected to have a Material Adverse Effect.