Common use of Non-Reliance on Administrative Agent and Other Banks Clause in Contracts

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by any Agent hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by any Agent to any Bank. Each Bank represents to the Agents that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan 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 Borrower. 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 Borrower that may come into the possession of the Administrative Agent or any of its officers, directors, employees, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates affiliates have made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the BorrowerBorrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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, assets, operations, property, financial and other condition condition, prospects and creditworthiness of the Borrower and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition condition, prospects and creditworthiness of the BorrowerBorrower and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Administrative Agent hereunder, the The Administrative Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)and other condition, prospects or creditworthiness of the Borrower that or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter hereafter taken, including any review of the affairs of the BorrowerCompany, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower Company and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan DocumentsNotes, 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 BorrowerCompany. 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 Borrower that Company which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates have made any representations or warranties to it and that no act by any Agent hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by any Agent to any Bank. Each Bank represents to the Agents that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan 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 Borrower. 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 Borrower that may come into the possession of the Administrative Agent or any of its officers, directors, employees, Administrative Agent, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the BorrowerCompany, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower Company and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan DocumentsAgreement, 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 BorrowerCompany. 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 Borrower that Company which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither none of the Agents nor Administrative Agent or any of their its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan Documentsor its Note(s), 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 Borrower. 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 Borrower that which may come into the possession of the Administrative Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the BorrowerLoan Parties, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower Loan Parties and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan 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 BorrowerLoan Parties. 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 Borrower that Loan Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates affiliates of such Agent have made any representations or warranties to it and that no act by any such Agent hereinafter taken, including any review of the affairs of the Borrowerany Credit Party, shall be deemed to constitute any representation or warranty by any such Agent to any Bank. Each Bank represents to the Agents each Agent that it has, independently and without reliance upon any such 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, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Borrower Credit Parties and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and the other agreements contemplated hereby. Each Bank also represents that it will, independently and without reliance upon any either 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 Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Administrative Agent hereunder, the Administrative neither Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)and other conditions, prospects or creditworthiness of the Borrower that any Credit Party which may come into the possession of the Administrative either such Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates affiliates have made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the BorrowerCompany or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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, assets, operations, property, financial and other condition condition, prospects and creditworthiness of the Borrower Company and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition condition, prospects and creditworthiness of the BorrowerCompany and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Administrative Agent hereunder, the The Administrative Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)and other condition, prospects or creditworthiness of the Borrower that Company or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the BorrowerCompany, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower Company and made its own decision to make its Loans hereunder and enter into this AgreementAgreement 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 any 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 Loan 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 BorrowerCompany 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 Borrower that 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.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan 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 Borrower. 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 Borrower that may come into the possession of the Administrative Agent or any of its officers, directors, employees, Administrative Agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank ---------------------------------------------------- expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter hereafter taken, including any review of the affairs of the BorrowerCompany, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower Company and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan DocumentsNotes, 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 BorrowerCompany. 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 Borrower that Company which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have affiliates has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the BorrowerCredit Parties, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower Credit Parties and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Agreement, the other Credit Documents and the other Loan Documents, Related 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 BorrowerCredit Parties. 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 Borrower that Credit Parties which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank and the Issuing Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact 105 or Affiliates have has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter hereafter taken, including any review of the affairs of the BorrowerBorrower or Southern, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank or the Issuing Bank. Each Bank and the Issuing Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any the Administrative Agent or any other Bank or the Issuing 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 condition and creditworthiness of the Borrower Borrower, Southern and the other Project Participants and made its own decision to make its Loans hereunder extend credit under the Bank Loan Facility, the VP Letter of Credit Facility and the Bond Letter of Credit Facility and to enter into this Agreement. Each Bank and the Issuing Bank also represents that it will, independently and without reliance upon any the Administrative Agent or any other Bank or the Issuing 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 Loan 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 Borrower, Southern, the other Project Participants and any other Person. Except for notices, reports and other documents expressly required to be furnished to the Banks or the Issuing Bank by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Bank or the Issuing Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwiseother), prospects or creditworthiness of the Borrower that Borrower, Southern, the other Project Participants or any other Person which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower and made its own decision to make its Committed Rate Loans hereunder and enter into this AgreementAgreement 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 any 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 Loan 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 BorrowerBorrower 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 Borrower that and its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates affiliates have made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the BorrowerCompany or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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, assets, operations, property, financial and other condition condition, prospects and creditworthiness of the Borrower Company and its Subsidiaries and made its own decision to make its Revolving Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition condition, prospects and creditworthiness of the BorrowerCompany and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Administrative Agent hereunder, the The Administrative Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)and other condition, prospects or creditworthiness of the Borrower that Company or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter hereafter taken, including any review of the affairs of the Borrower, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan 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 Borrower. 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 Borrower that which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates have affiliates has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter takenhereinafter, including any review of the affairs of the BorrowerCompany or the Guarantor, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any the Administrative Agent or any other Bank, and based on such documents and information as it has deemed appropriate, appropriate made its own appraisal evaluation of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower Company the Guarantor and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 evaluations and decisions in taking or not taking action under this Agreement and the other any Loan DocumentsDocument, 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 BorrowerCompany or the Guarantor. 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 the Bank with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrower that Company or the Guarantor which at any time may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the BorrowerCompany, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower Company and made its own decision to make its Loans hereunder and enter into this AgreementAgreement 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 any 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 Loan 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 BorrowerCompany 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 Borrower that 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.. 2005 Arrow Electronics Credit Agreement

Non-Reliance on Administrative Agent and Other Banks. Each Bank ----------------------------------------------------- expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the BorrowerCompany, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower Company and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan 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 BorrowerCompany. 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 Borrower that Company which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the BorrowerCompany, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower Company and made its own decision to make its Loans hereunder and enter into this AgreementAgreement 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 any 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 Loan 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 BorrowerCompany 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 Borrower that Company and its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates have affiliates has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter takenhereinafter, including any review of the affairs of the BorrowerCompany or the Guarantor, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any the Administrative Agent or any other Bank, and based on such documents and information as it has deemed appropriate, appropriate made its own appraisal evaluation of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower Company and the Guarantor and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 evaluations and decisions in taking or not taking action under this Agreement and the other any Loan DocumentsDocument, 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 BorrowerCompany or the Guarantor. 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 the Bank with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrower that Company or the Guarantor which at any time may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither none of the Agents Administrative Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates have the Arranger has made any representations representation or warranties warranty to it it, and that no act by any the Administrative Agent hereinafter takenor the Arranger hereafter, including any consent to, and acceptance of any assignment or review of the affairs of the Borrowerany Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any the Administrative Agent or the Arranger to any BankBank as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties) possession. Each Bank represents to the Agents acknowledges that it has, independently and without reliance upon any Agent the Administrative Agent, the Arranger or any other Bank, Bank or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Loan Parties and their Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Company hereunder. Each Bank also represents acknowledges that it will, independently and without reliance upon any Agent the Administrative Agent, the Arranger or any other BankBank or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument, any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Bank acknowledges and agrees that (i) the Loan Documents set forth the terms of a commercial lending facility; (ii) in participating as a Bank, it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Bank for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Bank, and not for the purpose of investing in the general performance or operations of the Company, or for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security (and each Bank agrees not to assert a claim in contravention of the Banks by foregoing, such as a claim under the Administrative Agent hereunderfederal or state securities laws) and (iii) it is sophisticated with respect to decisions to make, the Administrative Agent shall not have any duty or responsibility acquire and/or hold commercial loans and to provide any Bank with any credit other facilities set forth herein, as may be applicable to such Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, operationsis experienced in making, property, condition (financial acquiring or otherwise), prospects holding such commercial loans or creditworthiness of the Borrower that may come into the possession of the Administrative Agent or any of its officers, directors, employees, attorneys-in-fact or Affiliatesproviding such other facilities.

Non-Reliance on Administrative Agent and Other Banks. Each Bank and the Issuing Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter hereafter taken, including any review of the affairs of the BorrowerBorrower or Southern, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank or the Issuing Bank. Each Bank and the Issuing Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any the Administrative Agent or any other Bank or the Issuing 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 condition and creditworthiness of the Borrower Borrower, Southern and the other Project Participants and made its own decision to make its Loans hereunder extend credit under the Bank Loan Facility, the VP Letter of Credit Facility and the Bond Letter of Credit Facility and to enter into this Agreement. Each Bank and the Issuing Bank also represents that it will, independently and without reliance upon any the Administrative Agent or any other Bank or the Issuing 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 Loan 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 Borrower, Southern, the other Project Participants and any other Person. Except for notices, reports and other documents expressly required to be furnished to the Banks or the Issuing Bank by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Bank or the Issuing Bank with any credit or other information concerning the business, operations, property, condition (financial or otherwiseother), prospects or creditworthiness of the Borrower that Borrower, Southern, the other Project Participants or any other Person which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates affiliates have made any representations or warranties to it and that no act by any the Administrative Agent hereinafter hereafter taken, including any review of the affairs of the BorrowerBorrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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, assets, operations, property, financial and other condition condition, prospects and creditworthiness of the Borrower and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition condition, prospects and creditworthiness of the Borrower. Except for noticesBorrower and its Subsidiaries, reports and other documents expressly required to be furnished to the Banks by the Administrative Agent hereunder, the The Administrative Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)and other condition, prospects or creditworthiness of the Borrower that or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates have affiliates has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter takenhereinafter, including any review of the affairs of the BorrowerParent, PLIC and PXP, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any the Administrative Agent or any other Bank, and based on such documents and information as it has deemed appropriate, made its own appraisal evaluation of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower Parent, PLIC and PXP and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any the Administrative Agent or any other -51- Bank, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals evaluations and decisions in taking or not taking action under this Agreement and the other any Loan DocumentsDocument, 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 BorrowerParent, PLIC and PXP. 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 the Bank with any credit or other information concerning the business, operations, property, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrower that Parent, PLIC or PXP which at any time may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-attorneys in fact or Affiliates affiliates have made any representations or warranties to it and that no act by any the Administrative Agent hereinafter hereafter taken, including any review of the affairs of the any Borrower or any affiliate of any Borrower, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it such Bank has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower Borrowers and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan 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 BorrowerBorrowers and their affiliates. 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 any Borrower or any of such Borrower’s affiliates that may come into the possession of the Administrative Agent or any of its officers, directors, employees, attorneys-in-agents, attorneys in fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have affiliates has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the BorrowerObligors, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower Obligors and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan Documents, Related 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 BorrowerObligors. 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 Borrower that Obligors which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Banks. Each ---------------------------------------------------- Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their its respective officers, directors, employees, agents, attorneys-in-fact or Affiliates affiliates have made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the BorrowerUS Borrower or any of its Subsidiaries, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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, assets, operations, property, financial and other condition condition, prospects and creditworthiness of the US Borrower and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition condition, prospects and creditworthiness of the BorrowerUS Borrower and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Administrative Agent hereunder, the The Administrative Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)and other condition, prospects or creditworthiness of the US Borrower that or any of its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have affiliates has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the BorrowerCompany, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower Company and made its own decision to make its Loans loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any 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 Loan DocumentsAgreement, 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 BorrowerCompany. 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, financial and other condition (financial or otherwise), prospects or creditworthiness of the Borrower that Company which may come into the possession of the such Administrative Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither none of the Agents Administrative Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates have the Arranger has made any representations representation or warranties warranty to it it, and that no act by any the Administrative Agent hereinafter takenor the Arranger hereafter, including any consent to, and acceptance of any assignment or review of the affairs of the Borrowerany Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any the Administrative Agent or the Arranger to any BankBank as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties) possession. Each Bank represents to the Agents acknowledges that it has, independently and without reliance upon any Agent the Administrative Agent, the Arranger or any other Bank, Bank or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Loan Parties and their Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Company hereunder. Each Bank also represents acknowledges that it will, independently and without reliance upon any Agent the Administrative Agent, the Arranger or any other BankBank or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument, any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Bank acknowledges and agrees that (i) the Loan Documents set forth the terms of a commercial lending facility; (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Bank for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument (and each Bank agrees not to assert a claim in contravention of the Banks by the Administrative Agent hereunderforegoing) and (iii) it is sophisticated with respect to decisions to make, the Administrative Agent shall not have any duty or responsibility acquire and/or hold commercial loans and to provide any Bank with any credit other facilities set forth herein, as may be applicable to such Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, operationsis experienced in making, property, condition (financial acquiring or otherwise), prospects holding such commercial loans or creditworthiness of the Borrower that may come into the possession of the Administrative Agent or any of its officers, directors, employees, attorneys-in-fact or Affiliatesproviding such other facilities.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the BorrowerCompany, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower Company and made its own decision to make its Loans hereunder and enter into this AgreementAgreement 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 any the Administrative 2007 Arrow Electronics Credit Agreement 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 Loan 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 BorrowerCompany 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 Borrower that 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.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates affiliates have made any representations or warranties to it and that no act by any either Agent hereinafter taken, including any review of the affairs of the Borrowerany Credit Party, shall be deemed to constitute any representation or warranty by any an Agent to any Bank. Each Bank represents to the Agents that it has, independently and -96- 103 without reliance upon any either 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, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Borrower Credit Parties and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any either 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 Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Administrative Agent hereunder, the Administrative Neither Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)and other conditions, prospects or creditworthiness of the Borrower that any Credit Party which may come into the possession of the Administrative such Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates affiliates have made any representations or warranties to it and that no act by any either Agent hereinafter taken, including any review of the affairs of the Borrowerany Credit Party, shall be deemed to constitute any representation or warranty by any an Agent to any Bank. Each Bank represents to the Agents that it has, independently and 103 without reliance upon any either 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, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the Borrower Credit Parties and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any either 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 Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition conditions, prospects and creditworthiness of the BorrowerCredit Parties. Except for notices, reports and other documents expressly required to be furnished to the Banks by the Administrative Agent hereunder, the Administrative Neither Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)and other conditions, prospects or creditworthiness of the Borrower that any Credit Party which may come into the possession of the Administrative such Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor the Collateral Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates affiliates have made any representations or warranties to it and that no act by any the Administrative Agent or the Collateral Agent hereinafter taken, including any review of the affairs of the BorrowerHoldings or any of its Subsidiaries, shall be deemed to constitute any representation or warranty war- ranty by any the Administrative Agent or the Collateral Agent, as the case may be, to any Bank. Each Bank represents to the Agents Administrative Agent and the Collateral Agent that it has, independently and without reliance upon any the Administrative Agent, the Collateral 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, assets, operations, property, financial and other condition condition, prospects and creditworthiness of the Borrower Holdings and its Subsidiaries and made its own decision to make its Loans hereunder and enter into this Agreement. Each Bank also represents that it will, independently and without reliance upon any the Administrative Agent, the Collateral 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 Loan DocumentsAgreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other condition condition, prospects and creditworthiness of the BorrowerHoldings and its Subsidiaries. Except for notices, reports and other documents expressly required to be furnished to the Banks by Neither the Administrative Agent hereunder, nor the Administrative Collateral Agent shall not have any duty or responsibility to provide any Bank with any credit or other information concerning the business, operations, assets, property, condition (financial or otherwise)and other condition, prospects or creditworthiness of the Borrower that Holdings or its Subsidiaries which may come into the possession of the Administrative Agent or the Collateral Agent or any of its their respective officers, directors, employees, agents, attorneys-in-fact or Affiliatesaffiliates.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the BorrowerCompany, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower Company and made its own decision to make its Loans hereunder and enter into this AgreementAgreement 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 any 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 Loan 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 BorrowerCompany 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, Arrow Electronics Credit Agreement operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower that 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.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither none of the Agents Administrative Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates have the Arranger has made any representations representation or warranties warranty to it it, and that no act by any the Administrative Agent hereinafter takenor the Arranger hereafter, including any consent to, and acceptance of any assignment or review of the affairs of the Borrowerany Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by any the Administrative Agent or the Arranger to any BankBank as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties) possession. Each Bank represents to the Agents Administrative Agent and the Arranger that it has, independently and without reliance upon any Agent the Administrative Agent, the Arranger or any other Bank, Bank or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of of, and investigation into into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower Loan Parties and their Subsidiaries, and all applicable bank or other regulatory laws relating to the transactions contemplated hereby, and made its own decision to make its Loans hereunder and enter into this AgreementAgreement and to extend credit to the Company hereunder. Each Bank also represents acknowledges that it will, independently and without reliance upon any Agent the Administrative Agent, the Arranger or any other BankBank or any of their Related Parties, and based on such documents and information as it shall from time to time deem appropriate at the timeappropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement and the Agreement, any other Loan DocumentsDocument, any related agreement or any document furnished hereunder or thereunder, and to make such investigation investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the BorrowerLoan Parties. Except Each Bank represents and warrants as of the date it becomes a Bank only that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Bank for noticesthe purpose of making, reports acquiring or holding commercial loans and providing other documents expressly required facilities set forth herein as may be applicable to be furnished such Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Bank agrees not to assert a claim in contravention of the Banks by the Administrative Agent hereunderforegoing. Each Bank represents and warrants that it is sophisticated with respect to decisions to make, the Administrative Agent shall not have any duty or responsibility acquire and/or hold commercial loans and to provide any Bank with any credit other facilities set forth herein, as may be applicable to such Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other information concerning the businessfacilities, operationsis experienced in making, property, condition (financial acquiring or otherwise), prospects holding such commercial loans or creditworthiness of the Borrower that may come into the possession of the Administrative Agent or any of its officers, directors, employees, attorneys-in-fact or Affiliatesproviding such other facilities.

Non-Reliance on Administrative Agent and Other Banks. Each Bank expressly acknowledges that neither the Agents Administrative Agent nor any of their respective its officers, directors, employees, agents, attorneys-in-fact or Affiliates have has made any representations or warranties to it and that no act by any the Administrative Agent hereinafter taken, including any review of the affairs of the BorrowerCompany, shall be deemed to constitute any representation or warranty by any the Administrative Agent to any Bank. Each Bank represents to the Agents Administrative Agent that it has, independently and without reliance upon any 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 condition and creditworthiness of the Borrower Company and made its own decision to make its Loans hereunder and enter into this AgreementAgreement 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 any 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 Loan 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 BorrowerCompany 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 Borrower that Company and its Subsidiaries which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.. 1.10 1.11