Arrow Electronics 2013 Annual Report Download - page 163

to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth
herein, or any fiduciary relationship with any Bank, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Credit Document or otherwise exist against the Administrative Agent.
14.2 Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement and the other Credit
Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in-fact selected by it with reasonable care.
14.3 Exculpatory Provisions. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-
fact or Affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement
or any other Credit Document (except for its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any
of the Banks for any recitals, statements, representations or warranties made by the Company or any officer thereof contained in this Agreement or
any other Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative
Agent under or in connection with, this Agreement or any other Credit Document or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other Credit Document or for any failure of the Company to perform its obligations hereunder or thereunder.
The Administrative Agent shall not be under any obligation to any Bank to ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement (other than conditions precedent set forth in subsection 10.1) or any other Credit
Document, or to inspect the properties, books or records of the Company.
14.4 Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely, and shall be fully protected in relying,
upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, email or teletype message, statement,
order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Company), independent accountants and other
experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this
Agreement or any other Credit Document unless it shall first receive such advice or concurrence of the Required Banks or all of the Banks, as may be
required hereunder, as it deems appropriate or it shall first be indemnified to its satisfaction by the Banks against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected
from liability to the Banks in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with a request
of the Required Banks or all of the Banks, as may be required hereunder, and such request and any action taken or failure to act pursuant thereto shall
be binding upon all the Banks and their respective successors and assigns.
14.5 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any
Default or Event of Default hereunder unless the Administrative Agent has received notice from a Bank or the Company referring to this Agreement,
describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives
such a notice, the Administrative Agent shall give notice thereof to the Banks. The Administrative Agent shall take such action with respect to such
Default or Event of Default as shall be reasonably directed by the Required Banks or all of the Banks, as may be required hereunder; provided that
unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the
Banks.
14.6 Non-Reliance on Administrative Agent and Other Banks . Each Bank expressly acknowledges that neither the Administrative
Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no
act by the Administrative Agent hereinafter taken, including any review of the affairs of the Company, shall be deemed to constitute any representation
or warranty by the Administrative Agent to any Bank. Each Bank represents to the Administrative Agent that it has, independently and without reliance
upon the Administrative Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, financial and other