Arrow Electronics 2013 Annual Report Download - page 166

Agent and the Company, fulfill its Commitment by causing an Affiliate of such Bank to act as the Bank in respect of such Foreign
Subsidiary Borrower.
(B) As soon as practicable after receiving notice from the Administrative Agent of the Company’s intent to designate
a Foreign Subsidiary as a Foreign Subsidiary Borrower, and in any event at least 10 Business Days prior to the delivery of an
executed Joinder Agreement pursuant to this subsection 15.1(b)(i), for a designated Foreign Subsidiary Borrower that is organized
under the laws of a jurisdiction other than of the United States or a political subdivision thereof, any Bank that may not legally lend
to, establish credit for the account of and/or do any business whatsoever with such designated Foreign Subsidiary Borrower
directly or through an Affiliate of such Bank as provided in the immediately preceding paragraph (a “ Protesting Bank”) shall so
notify the Company and the Administrative Agent in writing. With respect to each Protesting Bank, the Company shall, effective on
or before the date that such designated Foreign Subsidiary Borrower shall have the right to borrow hereunder, (A) notify the
Administrative Agent and such Protesting Bank of the designation of a Replacement Bank to assume the Revolving Commitments
and/or Swing Line Commitments, if any, and the obligations of such Protesting Bank in accordance with clause (e) below, (B)
notify the Administrative Agent and such Protesting Bank that the Revolving Commitments and/or Swing Line Commitments of
such Protesting Bank shall be terminated; provided that such Protesting Bank shall have received payment of an amount equal to the
outstanding principal of its Loans and/or L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it
hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Company or the
relevant designated Foreign Subsidiary Borrower (in the case of all other amounts), or (C) cancel its request to designate
such Foreign Subsidiary as a Foreign Subsidiary Borrower hereunder.
(ii) Schedule II will be amended to remove any Subsidiary as a Subsidiary Borrower upon (A) execution and
delivery by the Company of a Schedule Amendment providing for such amendment, (b) repayment in full of all outstanding Loans
of such Subsidiary Borrower and interest thereon and other amounts owed by such Subsidiary Borrower hereunder and (c) cash
collateralization of all outstanding Letters of Credit issued for the account of such Subsidiary Borrower.
(iii) Schedule III will be amended to designate other Banks as additional or replacement Swing Line Banks or
additional Issuing Banks, upon execution and delivery by the Company, the Administrative Agent and such additional or replacement
Swing Line Bank or additional Issuing Bank, as the case may be, of a Schedule Amendment providing for such amendment. In the
case of any replacement of a Swing Line Bank pursuant to a Schedule Amendment, the existing Swing Line Bank replaced
pursuant thereto shall cease to be a Swing Line Bank upon the effectiveness of such Schedule Amendment and the repayment of all
Swing Line Loans owing to such replaced Swing Line Bank.
(iv) Schedule III will be amended to change administrative information with respect to Swing Line Banks or
Issuing Banks, upon execution and delivery by the Company, the Administrative Agent and Swing Line Bank or Issuing Bank, as
the case may be, of a Schedule Amendment providing for such amendment.
(v) Schedule IV will be amended to change administrative information contained therein (other than any interest
rate definition, Funding Time, Payment Time or notice time contained therein) or to add Available Foreign Currencies (and related
interest rate definitions and administrative information), upon execution and delivery by the Company and the Administrative Agent
of a Schedule Amendment providing for such amendment.
(vi) Schedule IV will be amended to conform any Funding Time, Payment Time or notice time contained therein
to then-prevailing market practices, upon execution and delivery by the Company, the Required Banks and the Administrative Agent
of a Schedule Amendment providing for such amendment.