Arrow Electronics 2013 Annual Report Download - page 171

of the names and addresses of the Banks, and the Commitments of, and principal amount (and stated interest) of the Loans and L/C Obligations
owing to, each Bank pursuant to the terms hereof from time to time (the “ Register”). The entries in the Register shall be conclusive, and the
Company, the Administrative Agent, the Issuing Bank and the Banks shall treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Bank hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for
inspection by the Company, the Issuing Bank and any Bank, at any reasonable time and from time to time upon reasonable prior notice.
(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Bank and an Assignee, the
Assignee’s completed administrative questionnaire (unless the Assignee shall already be a Bank hereunder), the processing and recordation fee
referred to in paragraph (b) of this subsection and any written consent to such assignment required by paragraph (b) of this subsection, the
Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall
be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.
(c) (i) Any Bank may, without the consent of any Loan Party, the Administrative Agent or the Issuing Bank, sell
participations to one or more banks or other entities (a “ Participant”) in all or a portion of such Bank’s rights and obligations under this
Agreement (including all or a portion of its Revolving Commitments and the Loans owing to it); provided that (A) such Bank’s obligations
under this Agreement shall remain unchanged, (B) such Bank shall remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Company, the Administrative Agent, the Issuing Bank and the other Banks shall continue to deal solely and
directly with such Bank in connection with such Bank’s rights and obligations under this Agreement. Any agreement pursuant to which a Bank
sells such a participation shall provide that such Bank shall retain the sole right to enforce this Agreement and to approve any amendment,
modification or waiver of any provision of this Agreement; provided that such agreement may provide that such Bank will not, without the
consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Bank directly affected
thereby pursuant to the proviso to the second sentence of subsection 15.1(a) and (2) directly affects such Participant. Subject to paragraph
(c)(ii) of this subsection, each Participant shall be entitled to the benefits, and subject to the limitations, of subsections 8.5, 8.6 and 8.8 to the
same extent as if it were a Bank and had acquired its interest by assignment pursuant to paragraph (b) of this subsection. To the extent
permitted by law, each Participant also shall be entitled to the benefits of subsection 15.7(b) as though it were a Bank, provided such
Participant shall be subject to subsection 15.7(a) as though it were a Bank. Each Bank that sells a participation, acting solely for this purpose
as a non-fiduciary agent of the Company, shall maintain a register on which it enters the name and address of each Participant and the principal
amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “ Participant Register”);
provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of
any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under
any Credit Document) except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other
obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register
shall be conclusive, and such Bank, each Loan Party and the Administrative Agent shall treat each person whose name is recorded in the
Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding notice
to the contrary.
(ii) A Participant shall not be entitled to receive any greater payment under subsection 8.5 or 8.6 than the applicable Bank would
have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made
with the Company’s prior written consent. No Participant shall be entitled to the benefits of subsection 8.6 unless such Participant complies with such
subsection as if it were a Bank.
(d) Any Bank may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to
secure obligations of such Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank or other central banking
authority or central bank having jurisdiction over such Bank, and this subsection shall not apply to any such pledge or assignment of a security
interest; provided that no such pledge or assignment of a security interest shall release a Bank from any of its obligations hereunder or
substitute any such pledgee or Assignee for such Bank as a party hereto.