Arrow Electronics 2013 Annual Report Download - page 164

condition and creditworthiness of the Company and made its own decision to make its Loans hereunder and enter into this Agreement and the other
Credit Documents to which it is or will be a party. Each Bank also represents that it will, independently and without reliance upon the Administrative
Agent or any other Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Credit Documents, and to make such investigation
as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Company and
its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Administrative Agent
hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the
business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Company and its Subsidiaries which may
come into the possession of the Administrative Agent and any Issuing Bank or any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.
14.7 Indemnification. The Banks agree to indemnify the Administrative Agent and each Issuing Bank in their respective capacities
as such (to the extent not reimbursed by the Company and without limiting the obligation of the Company to do so), ratably according to their
respective Revolving Commitment Percentages in effect on the date on which indemnification is sought under this subsection (or, if indemnification
is sought after the date upon which the Revolving Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance
with their Revolving Commitment Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at
any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent or any Issuing Bank in any way
relating to or arising out of this Agreement, any of the other Credit Documents or any documents contemplated by or referred to herein or therein or
the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or any Issuing Bank under or in connection
with any of the foregoing; provided that no Bank shall be liable for the payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting solely from the Administrative Agent’s or Issuing Bank’s, as the case
may be, gross negligence or willful misconduct. The agreements in this subsection shall survive the payment of the Loans, the Reimbursement
Obligations and all other amounts payable hereunder.
14.8 Administrative Agent in Its Individual Capacity . The Administrative Agent and its Affiliates may make loans to, accept deposits
from and generally engage in any kind of business with the Company and any of its Subsidiaries as though the Administrative Agent were not the
Administrative Agent hereunder and under the other Credit Documents. With respect to its Loans made or renewed by it and with respect to any Letter
of Credit issued or participated in by it, the Administrative Agent shall have the same rights and powers under this Agreement and the other Credit
Documents as any Bank and may exercise the same as though it were not the Administrative Agent, and the terms “Bank” and “Banks” shall include
the Administrative Agent in its individual capacity.
14.9 Successor Administrative Agent . The Administrative Agent may resign as Administrative Agent upon 10 days’ notice to the
Banks; provided that any such resignation shall not be effective until a successor agent has been appointed and approved in accordance with this
subsection 14.9, and such successor agent has accepted its appointment. If the Administrative Agent shall resign as Administrative Agent under this
Agreement and the other Credit Documents, then the Required Banks shall appoint from among the Banks a successor administrative agent for the
Banks, which successor agent shall be approved by the Company (which approval shall not be unreasonably withheld or delayed or be required during
the existence of an Event of Default), whereupon such successor administrative agent shall succeed to the rights, powers and duties of the
Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the
former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the
part of such former Administrative Agent or any of the parties to this Agreement. After any retiring Administrative Agent’s resignation as
Administrative Agent, the provisions of this subsection shall inure to its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and the other Credit Documents.
14.10 The Arrangers and Syndication Agents . Each Bank acknowledges that none of the Arrangers and the Syndication Agents, in
such respective capacity, shall have any duties or responsibilities, or shall incur any liabilities,