Form 8-K
8-K — ARROW ELECTRONICS, INC.
Accession: 0001104659-26-105516
Filed: 2026-09-04
Period: 2026-09-02
CIK: 0000007536
SIC: 5065 (WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC)
Item: Entry into a Material Definitive Agreement
Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item: Financial Statements and Exhibits
Documents
8-K — tm2624328d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2624328d1_ex10-1.htm)
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8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported): September 2, 2026
ARROW
ELECTRONICS, INC.
(Exact Name of Registrant as Specified in Charter)
New
York
1-4482
11-1806155
(State or Other Jurisdiction
(Commission File
(IRS Employer
of Incorporation)
Number)
Identification No.)
9151
East Panorama Circle, Centennial,
CO
80112
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code: (303) 824-4000
Not
Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
Trading Symbol(s)
Name of the exchange
on which
registered
Common
Stock, $1 par value
ARW
New
York Stock Exchange
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01.
Entry into a Material Definitive Agreement.
Amendment of North American Asset Securitization
Facility
On September 2, 2026, Arrow
Electronics, Inc. (“Arrow”) entered into Amendment No. 36 (the “Amendment”) to that certain Transfer and Administration
Agreement dated as of March 21, 2001, which governs Arrow’s existing domestic accounts-receivable securitization facility (the
“North American Asset Securitization Facility”). Among other things, the Amendment modifies the North American Asset Securitization
Facility by: (i) extending the maturity date from September 10, 2027, to September 2, 2029; (ii) increasing the facility limit from $1.5
billion to $1.75 billion; (iii) adding a step-up provision temporarily raising the maximum permitted leverage ratio in the event of certain
material acquisitions; and (iv) modifying certain definitions and conditions. The following banks are participating in the North American
Asset Securitization Facility: Bank of America, National Association; PNC Bank, National Association; Truist Bank; Wells Fargo Bank,
N.A.; Mizuho Bank, Ltd.; and Sumitomo Mitsui Banking Corporation.
The foregoing description
of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The disclosures set forth in Item 1.01 above are
incorporated herein by reference in their entirety.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Description
10.1
Amendment No. 36, dated as of September 2, 2026, to the Transfer and Administration Agreement dated March 21, 2001.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
ARROW ELECTRONICS, INC.
Date: September 4, 2026
By:
/s/ Carine Jean-Claude
Name:
Carine L. Jean-Claude
Title:
Senior Vice President, Chief Legal and Compliance Officer and Secretary
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2624328d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
[*****] Indicates omitted information. This redacted information has
been excluded because it is both (i) not material and (ii) of the type that the registrant treats as private and confidential.
AMENDMENT NO. 36 TO TRANSFER AND ADMINISTRATION
AGREEMENT
AMENDMENT NO. 36 TO TRANSFER
AND ADMINISTRATION AGREEMENT, dated as of September 2, 2026 (this “Amendment”), to that certain Transfer and Administration
Agreement dated as of March 21, 2001, as amended by Amendment No. 1 to Transfer and Administration Agreement dated as of November 30,
2001, Amendment No. 2 to Transfer and Administration Agreement dated as of December 14, 2001, Amendment No. 3 to Transfer
and Administration Agreement dated as of March 20, 2002, Amendment No. 4 to Transfer and Administration Agreement dated as of
March 29, 2002, Amendment No. 5 to Transfer and Administration Agreement dated as of May 22, 2002, Amendment No. 6
and Limited Waiver to Transfer and Administration Agreement dated as of September 27, 2002, Amendment No. 7 to Transfer and
Administration Agreement dated as of February 19, 2003, Amendment No. 8 to Transfer and Administration Agreement dated as of
April 14, 2003, Amendment No. 9 to Transfer and Administration Agreement dated as of August 13, 2003, Amendment No. 10
to Transfer and Administration Agreement dated as of February 18, 2004, Amendment No. 11 to Transfer and Administration Agreement
dated as of August 13, 2004, Amendment No. 12 to Transfer and Administration Agreement dated as of February 14, 2005, Amendment
No. 13 to Transfer and Administration Agreement dated as of February 13, 2006, Amendment No. 14 to Transfer and Administration
Agreement dated as of October 31, 2006, Amendment No. 15 to Transfer and Administration Agreement dated as of February 12,
2007, Amendment No. 16 to Transfer and Administration Agreement dated as of March 27, 2007, Amendment No. 17 to Transfer
and Administration Agreement dated as of March 26, 2010, Amendment No. 18 to Transfer and Administration Agreement dated as
of December 15, 2010, Amendment No. 19 to Transfer and Administration Agreement dated as of February 14, 2011, Amendment
No. 20 to Transfer and Administration Agreement dated as of December 7, 2011, Amendment No. 21 to Transfer and Administration
Agreement dated as of March 30, 2012, Amendment No. 22 to Transfer and Administration Agreement dated as of August 29,
2012, Amendment No. 23 to Transfer and Administration Agreement dated as of July 29, 2013, Amendment No. 24 to Transfer
and Administration Agreement dated as of March 24, 2014, Amendment No. 25 to Transfer and Administration Agreement dated as
of March 9, 2015, Amendment No. 26 to Transfer and Administration Agreement dated as of September 19, 2016, Amendment No. 27
to Transfer and Administration Agreement dated as of February 6, 2017, Amendment No. 28 to Transfer and Administration Agreement
dated as of July 13, 2017, Amendment No. 29 to Transfer and Administration Agreement dated as of January 31, 2018, Amendment
No. 30 to Transfer and Administration Agreement dated as of June 20, 2018, Amendment No. 31 to Transfer and Administration
Agreement dated as of December 21, 2018, Amendment No. 32 to Transfer and Administration Agreement dated as of September 27,
2019, Amendment No. 33 to Transfer and Administration Agreement dated as of March 18, 2021, Amendment No. 34 to Transfer
and Administration Agreement dated as of September 20, 2022 and Amendment No. 35 to Transfer and Administration Agreement dated
as of September 10, 2024 (as so amended and in effect, the “TAA”), by and among Arrow Electronics Funding Corporation,
a Delaware corporation (the “SPV”), Arrow Electronics, Inc., a New York corporation, individually (“Arrow”)
and as the initial Master Servicer, the several commercial paper conduits identified on Schedule A to the TAA and their respective permitted
successors and assigns (the “Conduit Investors”; each individually, a “Conduit Investor”), the agent
bank set forth opposite the name of each Conduit Investor on such Schedule A and its permitted successors and assigns (each a “Funding
Agent”) with respect to such Conduit Investor, the financial institutions identified on Schedule A to the TAA as Alternate Investors
and their respective permitted successors and assigns (the “Alternate Investors”; each individually, an “Alternate
Investor”; together with the Conduit Investors, the “Investors”; each individually, an “Investor”)
and Bank of America, National Association, a national banking association, as the administrative agent for the Investors (the “Administrative
Agent”). Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the TAA.
PRELIMINARY STATEMENTS:
WHEREAS, the SPV, Arrow, the
Funding Agents, the Investors and the Administrative Agent have entered into the TAA;
WHEREAS, the SPV and Arrow have
requested that the Funding Agents, the Investors and the Administrative Agent agree to make certain changes and amendments to the TAA;
WHEREAS, subject to the terms
and conditions set forth herein, the Investors, the Funding Agents and the Administrative Agent are willing to make such changes and amendments
to the TAA;
NOW, THEREFORE, in consideration
of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto hereby agree as follows:
SECTION 1. Amendment
to the TAA. As of the date hereof, the TAA is hereby amended to incorporate the changes reflected in Exhibit A
hereto.
SECTION 2. Representations
and Warranties of the SPV and Arrow. To induce the Investors, the Funding Agents and the Administrative Agent to enter into this Amendment,
the SPV and Arrow each makes the following representations and warranties (which representations and warranties shall survive the execution
and delivery of this Amendment) as of the date hereof and, after giving effect to the amendments set forth herein as of the date hereof:
Section 2.1. Authority.
The SPV and Arrow each has the requisite corporate power, authority and legal right to execute and deliver this Amendment and to perform
its obligations hereunder and under the Transaction Documents, including the TAA (as modified hereby). The execution, delivery and performance
by the SPV and Arrow of this Amendment and their performance of the Transaction Documents, including the TAA (as modified hereby), have
been duly approved by all necessary corporate action and no other corporate proceedings are necessary to consummate such transactions.
Section 2.2. Enforceability.
This Amendment has been duly executed and delivered by the SPV and Arrow. This Amendment is the legal, valid and binding obligation of
the SPV and Arrow, enforceable against the SPV and Arrow in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium
or other similar laws affecting the rights of creditors generally and the application of general principles of equity (regardless of whether
considered in a proceeding at law or in equity). The making and delivery of this Amendment and the performance of the TAA, as amended
by this Amendment, do not violate any provision of law or any regulation (except to the extent that the violation thereof could not, in
the aggregate, be expected to have a Material Adverse Effect or a material adverse effect on the condition (financial or otherwise), business
or properties of Arrow and the other Originators, taken as a whole), or its charter or by-laws, or result in the breach of or constitute
a default under or require any consent under any indenture or other agreement or instrument to which it is a party or by which it or any
of its properties may be bound or affected.
2
Section 2.3. Representations
and Warranties. The representations and warranties of Arrow and the SPV contained in the Transaction Documents are true and correct
on and as of the date hereof, as though made on and as of such date after giving effect to this Amendment, except for representations
and warranties made by the SPV or Arrow expressly stated to relate to an earlier date, in which case such representations and warranties
are true and correct as of such earlier date.
Section 2.4. No
Termination Event. After giving effect to this Amendment, no event has occurred and is continuing that constitutes a Termination Event
or a Potential Termination Event.
SECTION 3. Conditions
Precedent. This Amendment shall become effective on and be deemed effective (the “Effective Date”) upon (i) the
Administrative Agent’s having received counterparts of this Amendment, (ii) receipt by each Funding Agent of the amounts set
forth on Exhibit B attached hereto opposite such Funding Agent’s name, by wire transfer of immediately available funds
to the account specified by such Funding Agent, (iii) receipt by the Administrative Agent of a duly executed secretary’s certificate
of each of the SPV and Arrow, certifying the organization documents, incumbency of officers, and resolutions authorizing the execution
and delivery of this Amendment, (iv) receipt by the Administrative Agent of an opinion with respect to corporate and enforceability
matters of the SPV and Arrow, in form and substance reasonably satisfactory to the Administrative Agent and (v) each Funding Agent
shall have received for the benefit of itself and its Investors payment in full of such fees and reimbursement of such expenses as may
be due and payable by the SPV to such Funding Agent and Investor in connection with this Amendment.
SECTION 4. Payment
of Fees and Expenses. The SPV agrees to pay all fees and expenses (including reasonable attorney’s fees and expenses of Morgan,
Lewis & Bockius LLP) as may be due and payable by the SPV pursuant to Section 9.4 of the TAA in connection with this Amendment
and the transactions contemplated hereby.
SECTION 5.
References to and Effect on the Transaction Documents.
Section 5.1. Except
as specifically amended and modified hereby, each Transaction Document is and shall continue to be in full force and effect and is hereby
in all respects ratified and confirmed.
3
Section 5.2. The
execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Investor, Funding
Agent or the Administrative Agent under any Transaction Document, nor constitute a waiver, amendment or modification of any provision
of any Transaction Document, except as expressly provided in Section 1 hereof.
Section 5.3. This
Amendment contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter
hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior
oral or written understandings.
Section 5.4. Each
reference in the TAA to “this Agreement”, “hereunder”, “hereof” or words of like import, and each
reference in any other Transaction Document to “the Transfer and Administration Agreement”, “thereunder”, “thereof”
or words of like import, referring to the Agreement, shall mean and be a reference to the Agreement as amended hereby.
SECTION 6.
Reallocation. The parties hereto agree that upon the Effective Date and after giving effect to this Amendment, the Net Investment
shall be reallocated among the Purchaser Groups such that after giving effect to such reallocation, the portion of the Net Investment
funded by each Purchaser Group as a percentage of the total Net Investment shall equal such Purchaser Group’s Pro Rata Share. Each
applicable Investor shall make the payments specified in the flow of funds prepared by the Administrative Agent attached as Exhibit C.
SECTION 7.
Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together
shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telefacsimile,
electronic mail, portable document format (PDF) or similar means shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 8. GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 9. WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN
THEM IN CONNECTION WITH THIS AMENDMENT OR ANY OTHER TRANSACTION DOCUMENT.
[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]
4
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
Arrow
Electronics Funding Corporation,
as
SPV
By:
/s/ Matthew Senko
Name: Matthew Senko
Title: Assistant Secretary
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Treasurer
Arrow
Electronics, Inc.,
individually
and as Master Servicer
By:
/s/ Michael J. Rumley
Name: Michael J. Rumley
Title: Vice President, Treasurer
By:
/s/ Matthew Senko
Name: Matthew Senko
Title: Vice President, Legal Affairs and Assistant Secretary
Signature Page to Amendment No. 36
to
Transfer and Administration Agreement
(Arrow Electronics)
Bank
of America, National Association,
as a Funding Agent, as Administrative
Agent, and as an
Alternate Investor
By:
/s/ Chris Haynes
Name: Chris Haynes
Title: Senior Vice President
Signature Page to Amendment No. 36
to
Transfer and Administration Agreement
(Arrow Electronics)
PNC BANK, NATIONAL ASSOCIATION,
as a Funding Agent and an Alternate Investor
By:
/s/ Deric Bradford
Name: Deric Bradford
Title: Senior Vice President
Signature Page to Amendment No. 36
to
Transfer and Administration Agreement
(Arrow Electronics)
TRUIST BANK, as
a Funding Agent and as an Alternate Investor
By:
/s/
Anthony Ballard
Name: Anthony Ballard
Title: Vice President
Signature Page to Amendment No. 36
to
Transfer and Administration Agreement
(Arrow Electronics)
WELLS FARGO BANK, N.A.,
as a Funding Agent and as an Alternate Investor
By:
/s/ Charles Liles
Name: Charles Liles
Title: Executive Director
Signature Page to Amendment No. 36
to
Transfer and Administration Agreement
(Arrow Electronics)
MIZUHO BANK, LTD.,
as a Funding Agent and as an Alternate Investor
By:
/s/ Jeremy Ebrahim
Name: Jeremy Ebrahim
Title: Managing Director
Signature Page to Amendment No. 36
to
Transfer and Administration Agreement
(Arrow Electronics)
SUMITOMO MITSUI BANKING CORPORATION,
as a Funding Agent and as an Alternate Investor
By:
/s/ Nabeel Shah
Name: Nabeel Shah
Title: Executive Director
Signature Page to Amendment No. 36
to
Transfer and Administration Agreement
(Arrow Electronics)
EXHIBIT A
[Attached]
COMPOSITE COPY: Showing Amendment No. 36 dated as of September
2, 2026
The TAA formerly provided that a Conduit Investor
had the option of being either a Match Funding Conduit Investor or a Pooled Funding Conduit Investor. On March 27, 2007, (i) such option
terminated, (ii) each Conduit Investor was thereupon and at all times thereafter deemed to be a Pooled Funding Conduit Investor and (iii)
each term or provision of the TAA, including, without limitation, Section 2.4(b), relating to a Conduit Investor as a Match Funding Conduit
Investor ceased to be operative or available.
transfer
and administration
agreement
by and among
Arrow
Electronics Funding Corporation,
Arrow
Electronics, Inc.,
Individually and as Master Servicer
The Persons Parties hereto
as Conduit Investors,
Alternate Investors and Funding Agents
Mizuho
bank
ltd.,
Bank
of america,
as Structuring Agent
National
association,
as Administrative Agent
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
1
SECTION 1.1
Certain Defined Terms
1
SECTION 1.2
Other Terms
24
SECTION 1.3
Computation of Time Periods
25
SECTION 1.4
Accounting Determinations
25
ARTICLE II PURCHASES AND SETTLEMENTS
25
SECTION 2.1
Transfer of Affected Assets; Intended Characterization
25
SECTION 2.2
Purchase Price
27
SECTION 2.3
Investment Procedures
28
SECTION 2.4
[IS RESERVED AND IS SPECIFIED IN SCHEDULE I.]
30
SECTION 2.5
Yield, Fees and Other Costs and Expenses
30
SECTION 2.6
Deemed Collections
30
SECTION 2.7
Payments and Computations, Etc.
31
SECTION 2.8
Reports
31
SECTION 2.9
Collection Account
31
SECTION 2.10
Sharing of Payments, Etc.
32
SECTION 2.11
Right of Setoff
32
SECTION 2.12
[RESERVED]
32
SECTION 2.13
[RESERVED]
32
SECTION 2.14
[RESERVED]
33
SECTION 2.15
[RESERVED]
33
SECTION 2.16
Special Termination Date with Respect to a Particular
Conduit Investor
33
SECTION 2.17
Payments by SPV; Presumptions by Administrative Agent
33
ARTICLE III ADDITIONAL ALTERNATE INVESTOR PROVISIONS
34
SECTION 3.1
Assignment to Alternate Investors.
34
SECTION 3.2
[RESERVED.]
34
SECTION 3.3
Extension of Commitment Termination Date
34
SECTION 3.4
Increase to Facility Limit
35
ARTICLE IV REPRESENTATIONS AND WARRANTIES
36
SECTION 4.1
Representations and Warranties of the SPV and the
Master Servicer
36
SECTION 4.2
Additional Representations and Warranties of the
Master Servicer
43
ARTICLE V CONDITIONS PRECEDENT
44
SECTION 5.1
Conditions Precedent to Closing
44
SECTION 5.2
Conditions Precedent to All Investments and Reinvestments
47
-i-
TABLE OF CONTENTS
(continued)
Page
ARTICLE VI COVENANTS
48
SECTION 6.1
Affirmative Covenants of the SPV and Master Servicer
48
SECTION 6.2
Negative Covenants of the SPV and Master Servicer
55
ARTICLE VII ADMINISTRATION AND COLLECTIONS
58
SECTION 7.1
Appointment of Master Servicer
58
SECTION 7.2
Duties of Master Servicer
59
SECTION 7.3
Blocked Account Arrangements
61
SECTION 7.4
Enforcement Rights After Designation of New Master Servicer
61
SECTION 7.5
Master Servicer Default
62
SECTION 7.6
Servicing Fee
63
SECTION 7.7
Protection of Ownership Interest of the Investors
64
ARTICLE VIII TERMINATION EVENTS
64
SECTION 8.1
Termination Events
64
SECTION 8.2
Termination
67
ARTICLE IX INDEMNIFICATION; EXPENSES; RELATED MATTERS
68
SECTION 9.1
Indemnities by the SPV
68
SECTION 9.2
Increased Cost and Reduced
Return; Change in Requirements of Law
70
SECTION 9.3
Taxes
72
SECTION 9.4
Other Costs and Expenses; Breakage Costs
74
SECTION 9.5
Reconveyance Under Certain Circumstances
74
SECTION 9.6
Indemnities by the Master Servicer
75
ARTICLE X THE ADMINISTRATIVE AGENT
75
SECTION 10.1
Appointment and Authorization of Administrative Agent
75
SECTION 10.2
Delegation of Duties
75
SECTION 10.3
Liability of Administrative Agent
76
SECTION 10.4
Reliance by Administrative Agent
76
SECTION 10.5
Notice of Termination Event, Potential Termination
Event or Master Servicer Default
77
SECTION 10.6
Credit Decision; Disclosure of Information by
the Administrative Agent
77
SECTION 10.7
Indemnification of the Administrative Agent
78
SECTION 10.8
Administrative Agent in Individual Capacity
78
SECTION 10.9
Resignation of Administrative Agent
79
SECTION 10.10
Payments by the Administrative Agent
79
SECTION 10.11
Recovery of Erroneous Payments
79
-ii-
TABLE OF CONTENTS
(continued)
Page
ARTICLE XI MISCELLANEOUS
80
SECTION 11.1
Term of Agreement
80
SECTION 11.2
Waivers; Amendments
80
SECTION 11.3
Notices; Payment Information
81
SECTION 11.4
Governing Law; Submission to
Jurisdiction; Appointment of Service Administrative Agent
82
SECTION 11.5
Integration
82
SECTION 11.6
Severability of Provisions
83
SECTION 11.7
Counterparts; Facsimile
Delivery; Electronic Signatures and Records
83
SECTION 11.8
Successors and Assigns; Binding Effect
83
SECTION 11.9
Waiver of Confidentiality
87
SECTION 11.10
Confidentiality Agreement
87
SECTION 11.11
No Bankruptcy Petition Against the Conduit Investors
88
SECTION 11.12
No Recourse Against Conduit
Investors, Stockholders, Officers or Directors
88
SECTION 11.13
U.S. Patriot Act
88
SECTION 11.14
Acknowledgment and Consent
to Bail-in of EEA Financial Institutions
89
SECTION 11.15
Acknowledgment Regarding Any Supported QFCs
89
Schedules
Schedule A
Investors
Schedule B
Match Funding Conduit Investors
Schedule C
Excluded Receivables
Schedule I
Yield and Interest Periods
Schedule II
Calculation of Required Reserves
Schedule III
Settlement Procedures
Schedule IV
Calculation of Fees
Schedule V
Agreed Upon Procedures
Schedule 4.1(g)
List of Actions and Suits
Schedule 4.1(i)
Location of Certain Offices and Records
Schedule 4.1(j)
List of Subsidiaries, Divisions and Tradenames; FEIN
Schedule 4.1(s)
List of Blocked Account Banks and Blocked Accounts
Schedule 11.3
Address and Payment Information
Exhibits
Exhibit A
Form of Assignment and Assumption Agreement
Exhibit B
Form of Contract
Exhibit C
Credit and Collection Policies and Practices
-iii-
TABLE OF CONTENTS
(continued)
Exhibit D
Form of Investment Request
Exhibit E
Form of Optional Reduction Notice
Exhibit F
Form of Servicer Report
Exhibit G
Form of SPV Secretary’s Certificate
Exhibit H
Forms of Originator/Master Servicer Secretary’s Certificate
Exhibit I-1
Form of Opinion of Robert E. Klatell, Counsel to the SPV, Originators and Master Servicer
Exhibit I-2
Form of Opinion of Milbank, Tweed, Hadley & McCloy LLP, Counsel to the SPV, Originators and Master Servicer
Exhibit J
Form of Extension Request
-iv-
Transfer
and administration agreement
This Transfer
and administration agreement (this “Agreement”),
dated as of March 21, 2001, by and among Arrow Electronics Funding Corporation, a Delaware corporation (the “SPV”),
Arrow Electronics, Inc., a New York corporation, individually (“Arrow”) and as initial Master Servicer, the several
commercial paper conduits identified on Schedule A and their respective permitted successors and assigns (the “Conduit Investors”;
each individually, a “Conduit Investor”), the financial institutions from time to time parties hereto as Alternate
Investors, the agent bank set forth opposite the name of each Conduit Investor on Schedule A and its permitted successors and assigns
(each a “Funding Agent”) with respect to such Conduit Investor and Alternate Investor, Mizuho
Bank, Ltd., as Structuring Agent and Bank of America, National Association, a national banking association (“Bank
of America”), as the Administrative Agent for the Conduit Investors and the Alternate Investors. Each Funding Agent, the related
Alternate Investors and the Conduit Investors set forth opposite the name of such Funding Agent shall comprise a purchaser group (each,
a “Purchaser Group”); provided, however, that no Purchaser Group is required to include a Conduit Investor.
ARTICLE IDEFINITIONS
SECTION 1.1 Certain
Defined Terms. As used in this Agreement, the following terms shall have the following meanings:
“Account Bank”
means (i) Bank of America, National Association or (ii) any other Qualified Institution reasonably acceptable to the Administrative
Agent.
“Account Control
Agreement” means an agreement in form reasonably acceptable to the Administrative Agent among the SPV, the Administrative Agent,
the Account Bank pursuant to which the Administrative Agent obtains “control” within the meaning of the UCC over the
Collection Account or such other account as may be applicable from time to time.
“Additional Commitment
Amendment” means an amendment to this Agreement pursuant to the provisions hereof, among the SPV, Arrow, the Administrative
Agent and a commercial paper conduit and the alternate investors related thereto providing for such commercial paper conduit and alternate
investors to become a party to this Agreement with a corresponding increase in the Facility Limit hereunder.
“Additional Costs” is defined in Section 9.2(d).
“Adjusted
Consolidated EBITDA” means for any fiscal period, without duplication (a) the Consolidated Net Income for such
period, plus (b) to the extent deducted from earnings in determining Consolidated Net Income for such period, the sum,
in each case for such period, of income taxes, interest expense, depreciation expense amortization expense, including amortization
of any goodwill or other intangibles, minus (c) to the extent included in determining Consolidated Net Income for such period,
non-cash equity earnings of unconsolidated CA Affiliates, plus (d) to the extent excluded in determining Consolidated Net
Income for such period, cash distributions received by Arrow from unconsolidated CA Affiliates, plus (e) to the extent deducted
from earnings in determining Consolidated Net Income for such period, the aggregate amount of all non-cash compensation expense paid
to directors, officers and employees, plus (f) to the extent deducted from earnings in determining Consolidated Net Income for
such period, non-cash charges due to impairments recorded in such period in accordance with the Financial Accounting Standards
Board’s Statement of Financial Accounting Standards No. 142, all as determined on a consolidated basis in accordance with
GAAP plus (or minus) (g) losses (or gains) related to the early extinguishment of notes, bonds or other fixed income
obligations, plus (or minus) (h) losses (or gains) due to integration or restructuring charges to the extent disclosed in
public filings; provided that in determining Adjusted Consolidated EBITDA for any period of four consecutive fiscal quarters
during which any business is acquired by Arrow, such Adjusted Consolidated EBITDA shall be measured on a pro forma basis to include
the consolidated EBITDA of the acquired business (determined for such business in the manner Adjusted Consolidated EBITDA is
determined for Arrow, as described above in this definition), plus identifiable, board-approved and publicly announced
acquisition-related synergies which are expected to be realized over a twelve-month period following such acquisition.
“Administrative Agent”
means Bank of America or an Affiliate thereof, as Administrative Agent for the Conduit Investors, the Funding Agents and the Alternate
Investors.
“Administrative Agent-Related
Persons” means the Administrative Agent, together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact
of such Persons and their respective Affiliates.
“Administrative Fee”
means the fee payable to the Administrative Agent as set forth in the Fee Letter.
“Adverse Claim”
means a lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s assets or properties (including
any UCC financing statement or any similar instrument filed against such Person’s assets or properties) in favor of any other Person
(including any bankruptcy trustee with respect to any Originator or the SPV) other than Permitted Liens.
“Affected Assets”
means, collectively, (a) the Receivables, (b) the Related Security, (c) all rights and remedies of the SPV under the First
Tier Agreement, together with all financing statements filed by the SPV against Arrow in connection therewith, (d) all Blocked Accounts
and all funds and investments therein and all Blocked Account Agreements, and (e) all proceeds of the foregoing.
“Affiliate”
means as to any Person, any other Person which, directly or indirectly, owns, is in control of, is controlled by, or is under common control
with, such Person, in each case whether beneficially, or as a trustee, guardian or other fiduciary. A Person shall be deemed to control
another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management
or policies of the other Person, whether through the ownership of voting securities or membership interests, by contract, or otherwise.
“Aggregate Commitment” means, at any
time, the sum of the Commitments then in effect.
2
“Aggregate Unpaids”
means, at any time, an amount equal to the sum of (a) the aggregate unpaid Yield accrued, (b) the Net Investment at such time
and (c) all other amounts owed (whether or not then due and payable) hereunder and under the other Transaction Documents by the SPV
or Arrow to the Administrative Agent, the Funding Agents, the Investors or the Indemnified Parties at such time, including all Fees, expenses,
breakage costs and indemnities or any amounts payable to a successor administrative agent pursuant to Section 10.9.
“Agreement” is defined in the preamble.
“Allocable Portion
of Maximum Net Investment” means, with respect to each Alternate Investor, the dollar amount set forth opposite such Alternate
Investor’s name on Schedule A hereto under the heading “Allocable Portion of Maximum Net Investment”.
“Alternate Investor
Percentage” means, at any time, a fraction, expressed as a percentage, the numerator of which is the portion of the Net Investment
funded by the Alternate Investor(s) related to a particular Purchaser Group and the denominator of which is the Net Investment funded
through such Purchaser Group at such time.
“Alternate Investors”
means each financial institution identified as such on Schedule A and any other financial institution that shall become a party
to this Agreement pursuant to Section 11.8.
“Amendment No. 26 Effective Date”
means September 19, 2016.
“Amendment No. 30 Effective Date”
means June 20, 2018.
“Anti-Corruption
Laws” means Law of any jurisdiction applicable to Arrow or any of its Subsidiaries concerning or relating to bribery, money
laundering, terrorism financing, corruption, any predicate crime to money laundering, or any financial record keeping and reporting requirements
related thereto, including (a) the PATRIOT Act, (b) the U.S. Foreign Corrupt Practices Act of 1977, as amended, and (c) the
U.K. Bribery Act of 2010, as amended.
“Arrow” means Arrow Electronics, Inc.,
a New York corporation.
“Arrow ECS”
means Arrow Enterprise Computing Solutions, Inc., a Delaware corporation.
“Arrow ECS Receivable” means a Receivable
originated by Arrow ECS.
“Arrow Level 1 Rating
Event” means five (5) Business Days following the withdrawal or downgrade of the long-term senior unsecured debt rating
of Arrow below either BBB- or Baa3 by S&P and Moody’s, respectively.
“Arrow Level 2 Rating
Event” means the withdrawal or downgrade of the long-term senior unsecured debt rating of Arrow below either BB+ or Ba1 by S&P
and Moody’s, respectively.
3
“Asset Interest” is defined in Section 2.1(b).
“Assignment Amount”
means, with respect to an Alternate Investor at the time of any assignment pursuant to this Agreement, an amount equal to the least of
(a) such Alternate Investor’s Special Pro Rata Share of the applicable Net Investment requested by the related Conduit Investor
to be assigned at such time; and (b) such Alternate Investor’s unused Commitment (minus the unrecovered principal amount of
such Alternate Investor’s investments in the Asset Interest pursuant to the Program Support Agreement to which it is a party).
“Assignment and Assumption
Agreement” means an Assignment and Assumption Agreement substantially in any of the forms set forth in Exhibit A.
“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an
EEA Financial Institution.
“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the
Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule.
“Bank of America” is defined in the preamble.
“Bankruptcy Code” means the Bankruptcy
Reform Act of 1978, 11 U.S.C. §§ 101 et seq.
“Base Rate” is defined in Section 2.4.
“Beneficial Ownership
Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification
shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers
published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.
“Beneficial Ownership Regulation” means
31 C.F.R. § 1010.230.
“Billing Date”
means the 5th day of each calendar month or if such day is not a Business Day, the next succeeding Business Day.
“Billing Statement” means a statement prepared by each Funding Agent with respect to the prior calendar month, setting forth the Aggregate Unpaids
due and owing to each related Investor (other than with respect to Yield), and specifying the nature of such Aggregate Unpaids, including
without limitation, any Fees due and owing to such Investor and any breakage costs incurred by any such Investor.
“Blocked
Account” means an account maintained by the SPV or an Originator as Master Servicer or Sub-Servicer, as applicable, at a
Blocked Account Bank for the purpose of receiving Collections, set forth in Schedule 4.1(s) or any account added as a
Blocked Account pursuant to and in accordance with Section 4.1(s) and which, if not maintained at and in the name
of the Administrative Agent, is subject to a Blocked Account Agreement (or will become subject to such an agreement as provided in
the definition of “Net Pool Balance”).
4
“Blocked Account
Agreement” means an agreement among the SPV or an Originator, the Administrative Agent and a Blocked Account Bank in substantially
the form of Exhibit E, or as otherwise may be acceptable to the Administrative Agent in its sole discretion.
“Blocked Account
Bank” means each of the banks set forth in Schedule 4.1(s), as such Schedule 4.1(s) may be modified pursuant
to Section 4.1(s).
“Business Day”
means any day excluding Saturday, Sunday and any day on which banks are authorized to close under the Laws of, or are in fact closed in,
New York, New York or the state where the Administrative Agent’s office is located.
“CA Affiliate”
means, as to any Person, (a) any other Person (other than a CA Subsidiary) which, directly or indirectly, is in control of, is controlled
by, or is under common control with, such Person or (b) any Person who is a director or officer of Arrow or any of its CA Subsidiaries.
For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (i) vote
10% or more of the securities having ordinary voting power for the election of directors of such Person or (ii) direct or cause the
direction of the management and policies of such Person, whether by contract or otherwise.
“CA Permitted Receivables
Securitization” means any transaction involving one or more sales, contributions or other conveyances by Arrow or any CA Subsidiary
of any CA Receivables to a special purpose entity (which may be a CA Subsidiary or CA Affiliate of Arrow), which special purpose entity
finances such sales, contributions or other conveyances by in turn conveying an interest in such CA Receivables to one or more CA Receivable
Financiers, provided that such transaction shall not involve any recourse to Arrow or any CA Subsidiary (other than such special
purpose entity) for any reason other than (i) repurchases of non-eligible CA Receivables, (ii) indemnification for losses (including
any adjustments for dilutions), other than credit losses related to the CA Receivables conveyed in such transaction and (iii) payment
of costs, fees, expenses and indemnities relating to such transaction.
“CA Receivable Financier”
means any Person (other than a CA Subsidiary or CA Affiliate of Arrow) that finances the acquisition by a special purpose entity of CA
Receivables from Arrow or any CA Subsidiary.
“CA Receivables”
means all accounts receivable of Arrow or any of its CA Subsidiaries, and all proceeds thereof and rights (contractual and other) and
collateral related thereto.
“CA
Subsidiary” means, as to any Person, a corporation, partnership or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by
reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation,
partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly
through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “CA
Subsidiary” or to “CA Subsidiaries” in this Agreement shall refer to a CA Subsidiary or CA Subsidiaries of
Arrow.
5
“Calculation Period” is defined on Schedule
II.
“CDW Corporation Receivables” is defined
in Schedule II.
“Closing Date” means March 22, 2001.
“Code” means the Internal Revenue Code
of 1986.
“Collateral Trustee”
means, with respect to a Conduit Investor, a Collateral Trustee for the benefit of the holders of such Conduit Investor’s Commercial
Paper appointed pursuant to such Conduit Investor’s program documents.
“Collection Account”
means, (a) the segregated account in the name of the SPV as set forth on Schedule 11.3 or (b) such other segregated account
established at an Account Bank in the name of the Administrative Agent or SPV as set forth in a prior written notice by the SPV to the
Administrative Agent and each of the Funding Agents and established and maintained pursuant to Section 2.9.
“Collections”
means, with respect to Receivables, all cash collections and other cash proceeds of Receivables, including all finance charges, if any,
and cash proceeds of Related Security and all Deemed Collections.
“Commercial Paper”
means the promissory notes issued or to be issued by the Conduit Investors in the commercial paper market.
“Commitment” means, with respect to each
Alternate Investor, as the context requires,
(a) the commitment of such Alternate Investor
to make Investments and to pay Assignment Amounts in accordance herewith in an amount not to exceed the amount described in the following
clause (b), and (b) the dollar amount set forth opposite such Alternate Investor’s name on Schedule A hereto
under the heading “Alternate Investor(s) Commitment” (or (i) in the case of an Alternate Investor which becomes
a party hereto pursuant to an Assignment and Assumption Agreement, as set forth in such Assignment and Assumption Agreement and (ii) in
the case of an Alternate Investor which becomes a party hereto pursuant to an Additional Commitment Amendment, as specified in such Additional
Commitment Amendment), minus the dollar amount of any Commitment or portion thereof assigned by such Alternate Investor pursuant
to an Assignment and Assumption Agreement, plus the dollar amount of any increase to such Alternate Investor’s Commitment consented
to by such Alternate Investor prior to the time of determination; provided, however, that in the event that the Facility
Limit is reduced, the aggregate of the Commitments of all the Alternate Investors shall be reduced in a like amount and the Commitment
of each Alternate Investor shall be reduced in proportion to such reduction.
“Commitment Termination Date”
means the earlier to occur of (a) September August
3110, 20272029
(or such later date to which the Commitment Termination Date shall have been extended in accordance with Section 3.3) and
(b) the date upon which the Termination Date is declared or automatically occurs pursuant to Section 8.2.
6
“Concentration Percentage” is defined
in Schedule II.
“Conduit Assignee”
means, with respect to any Conduit Investor, any commercial paper conduit that issues commercial paper rated at least A-1 by S&P and
P1 by Moody’s and sponsored or administered by the Funding Agent with respect to such Conduit Investor and designated by such Funding
Agent to accept an assignment from such Conduit Investor of all or a portion of such Conduit Investor’s rights and obligations pursuant
to Section 11.8(d).
“Conduit Funding
Limit” means, with respect to any Conduit Investor, the amount set forth opposite such Conduit Investor’s name on Schedule
A, as the same may be reduced from time to time pursuant to the terms hereof.
“Conduit Investor” is defined in the preamble.
“Conduit Investor
Percentage” means at any time with respect to any Conduit Investor, a fraction expressed as a percentage, the numerator of which
is the portion of the Net Investment funded by such Conduit Investor and the denominator of which the Net Investment funded through such
Conduit Investor’s related Purchaser Group at such time.
“Consolidated Leverage
Ratio” means on any date, the ratio of (a) Consolidated Total Debt on such date to (b) Adjusted Consolidated EBITDA
for the period of four consecutive fiscal quarters most recently ended on or prior to such date.
“Consolidated Net
Income” means for any fiscal period, the consolidated net income (or loss) of Arrow and its CA Subsidiaries after excluding
all unusual, extraordinary and non-recurring gains and after adding all unusual, extraordinary and non-recurring losses, in all cases
of Arrow and its CA Subsidiaries determined on a consolidated basis during the relevant period in accordance with GAAP.
“Consolidated Total
Debt” means at the date of determination thereof, (i) all Indebtedness of Arrow and its CA Subsidiaries (excluding Indebtedness
of Arrow owing to any of its CA Subsidiaries or Indebtedness of any CA Subsidiary owing to Arrow or any other CA Subsidiary of Arrow),
as determined on a consolidated basis in accordance with GAAP plus (ii) without duplication of amounts included in clause
(i) above, an amount equal to the aggregate unpaid amount of cash proceeds advanced by the CA Receivables Financiers to the special
purpose entity under any CA Permitted Receivables Securitization at the date of determination.
“Contract”
means, in relation to any Receivable, any and all contracts, instruments, agreements, leases, invoices, notes, or other writings pursuant
to which such Receivable arises or which evidence such Receivable or under which an Obligor becomes or is obligated to make payment in
respect of such Receivable.
“Covenant Reset Period” is
defined in Section 8.01(o).
7
“Credit and Collection
Policy” means, collectively, the Originators’ credit and collection policies and practices, relating to Contracts and
Receivables as set forth in Exhibit C, as modified, from time to time, in compliance with Sections 6.1(a)(vii) and
6.2(c).
“Credit Memo” means a credit to the account
of an Obligor.
“Deemed Collections”
means any Collections on any Receivable deemed to have been received pursuant to Section 2.6.
“Default Ratio” is defined in Schedule
II.
“Defaulted Receivable”
means as of any date of determination, a Receivable (a) as to which any payment, or part thereof, remains unpaid for 91121
days or more from the original scheduled due date for such Receivable; (b) as to which an Event of Bankruptcy has occurred and is
continuing with respect to the Obligor thereof; (c) which has been identified by the SPV, the related Originator or the Master Servicer
as uncollectible; or (d) which, consistent with the Credit and Collection Policy, would be written off as uncollectible.
“Delinquency Ratio” is defined in Schedule
II.
“Delinquent Receivable”
means as of any date of determination, a Receivable as to which any payment, or part thereof, remains unpaid for 61 days or more from
the original scheduled due date for such Receivable.
“Dilution” has the meaning ascribed to
such term in Schedule II.
“Dilution Ratio” is defined in Schedule
II.
“Dividing Person” has the meaning assigned
to it in the definition of “Division.”
“Division”
means the division of the assets, liabilities and/or obligations of a Person (the “Dividing Person”) among two or more
Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person
and pursuant to which the Dividing Person may or may not survive.
“Dollar” or “$” means
the lawful currency of the United States.
“Early Adoption Increased Costs” has the
meaning provided in Section 9.2(a).
“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in
clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of
an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
8
“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority”
means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including
any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Eligible Investments”
means highly rated short-term debt or the other highly rated liquid investments in which each Conduit Investor is permitted to invest
cash pursuant to its commercial paper program documents.
“Eligible Receivable” means, at any time,
any Receivable:
(a) which was
originated or acquired (through an acquisition of all or substantially all of the target company’s assets), by an Originator in
the ordinary course of its business;
(b) (i) which
arises pursuant to a Contract with respect to which each of the related Originator and the SPV has performed all obligations (if any)
required to be performed by it thereunder, including shipment of the merchandise and/or the performance of the services purchased thereunder;
(ii) which has been billed to the relevant Obligor; and (iii) which according to the Contract related thereto, is required to
be paid in full within no more than 180 days of the original billing date therefor;
(c) which satisfies all applicable requirements of the Credit and Collection Policy;
(d) which
has been sold or contributed to the SPV pursuant to (and in accordance with) the First Tier Agreement, which does not arise from the sale
of any inventory subject to any Adverse Claim and to which the SPV has good and marketable title, free and clear of all Adverse Claims;
(e) as
to which at the time of the purchase by the Administrative Agent on behalf of the Funding Agents for the benefit of the Investors thereof
hereunder the Administrative Agent has not notified the SPV that either such Receivable or any class of Receivables of which such Receivable
is a part is not acceptable for purchase hereunder, as determined by the Funding Agents in their reasonable discretion, (A) because
of the nature of the business of the Obligor or (B) because of a potential conflict of interest between the interests of the SPV
or the Originator, on the one hand, and any Investor, any Funding Agent, Conduit Investor, any Program Support Provider, any Alternate
Investor or any of their Affiliates, on the other hand;
(f) the
Obligor of which is a U.S. Obligor or a Permitted Foreign Obligor, is not an Affiliate or employee of any Originator;
(g) the Obligor of which has been directed to make all payments to a Blocked Account;
9
(h) the Obligor of which
at the time of creation of an interest therein hereunder, is not the Obligor of Extended Defaulted Receivables for which the Unpaid Balances
of all such Extended Defaulted Receivables exceeds 33% of the Unpaid Balances of all Receivables for which it is the Obligor;
(i) which
under the related Contract and applicable Law is assignable without the consent of, or notice to, the Obligor thereunder unless such consent
has been obtained and is in effect or such notice has been given;
(j) which,
together with the related Contract, is in full force and effect and constitutes the legal, valid and binding obligation of the related
Obligor enforceable against such Obligor in accordance with its terms and is not subject to any litigation, material dispute, legal right
of offset, counterclaim or other defense;
(k) which is invoiced, denominated and payable only in Dollars;
(l) [RESERVED];
(m)
which is not a Defaulted Receivable at the time of the purchase thereof by the Administrative Agent, on
behalf of the Funding Agents for the Investors, hereunder;
(n) which
is not a Delinquent Receivable at the time of the purchase thereof by the Administrative Agent, on behalf of the Funding Agents for the
Investors, hereunder;
(o) which
has not been compromised, adjusted or modified (including by the extension of time for payment or the granting of any discounts, allowances
or credits); provided, however, that, in the event such Receivable is so comprised, adjusted or modified, and to the extent
quantifiable, only the dollar amount of such portion of such Receivable that is the subject of such comprise, adjustment or modification
shall be deemed to be ineligible pursuant to the terms of this clause (o);
(p) which
is an “account” or “general intangible” and is not evidenced by an “instrument” or “chattel
paper” within the meaning of Article 9 of the UCC of all applicable jurisdictions;
(q) which
is an “eligible asset” as defined in Rule 3a-7 under the Investment Company Act of 1940;
(r) which,
together with the Contract related thereto, does not contravene in any material respect any Laws applicable thereto (including Laws relating
to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy)
and with respect to which no part of the Contract related thereto is in violation of any such Law in any material respect;
(s) the
assignment of which under the First Tier Agreement by Arrow to the SPV and hereunder by the SPV to the Administrative Agent for the
benefit of the Funding Agents on behalf of the Investors does not violate, conflict or contravene any applicable Law or any
contractual or other restriction, limitation or encumbrance;
10
(t) which
(together with the Related Security related thereto) has been the subject of either a valid transfer and assignment from, or the grant
of a first priority perfected security interest (subject to Permitted Liens) therein by, the SPV to the Administrative Agent, on behalf
of the Funding Agents for the benefit of the Investors, of all of the SPV’s right, title and interest therein; and
(u) as
to which no Tax is applicable, solely as a result of withholding by the Obligor thereof or any assessment on the SPV or any Investor.
“ERISA”
means the U.S. Employee Retirement Income Security Act of 1974 and any regulations promulgated and rulings issued thereunder.
“ERISA Affiliate”
means, with respect to any Person, any corporation, partnership, trust, sole proprietorship or trade or business which, together with
such Person, is treated as a single employer under Section 414(b) or (c) of the Code or, with respect to any liability
for contributions under Section 302(c) of ERISA, Section 414(m) or Section 414(o) of the Code.
“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in
effect from time to time.
“Event of Bankruptcy”
means, with respect to any Person, (a) that such Person or any Significant Subsidiary of such Person (i) shall generally not
pay its debts as such debts become due, (ii) shall admit in writing its inability, or shall be deemed under any applicable Law to
be unable, to pay its debts generally or (iii) shall enter into an arrangement or compromise with creditors or shall make a general
assignment for the benefit of creditors; (b) any proceeding shall be instituted by or against such Person or any Significant Subsidiary
of such Person seeking to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors,
or seeking the entry of an order for relief or the appointment of a receiver, receiver and manager, trustee, provisional liquidator, liquidator,
provisional supervisor or other similar official for it or any substantial part of its property or assets; or (c) such Person or
any Significant Subsidiary of such Person shall take any corporate, partnership or other similar appropriate action to authorize any of
the actions set forth in the preceding clauses (a) or (b).
“Excluded Taxes”
means, with respect to any particular Indemnified Party, Taxes that are (1) both (A) imposed (i) by the jurisdiction in
which such Indemnified Party is a resident, organized or in which its principal office is located, a taxing authority thereof or therein
or (ii) by any other taxing authority of a United States jurisdiction as a result of such Indemnified Party doing business or maintaining
an office in such jurisdiction (other than any such Taxes imposed solely by reason of (x) having entered into, executed, delivered,
performed, not performed or enforced or failed to enforce the Agreement or any documents relating thereto or (y) any of the transactions
contemplated therein) and also (B) imposed on, based on or measured by the net income or gross receipts of such Indemnified Party
or are branch, capital or franchise taxes, (2) imposed under FATCA and (3) attributable to an Indemnified Party’s failure
to comply with Section 9.3(e) or (g).
11
“Extended Defaulted
Receivable” mean any Receivable for which any payments, or part thereof, remains unpaid for 91 days or more from the scheduled
due date for such Receivables.
“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and
any agreement entered into pursuant to Section 1471(b)(1) of the Code, and any legislation, rules, agreements and practices
adopted pursuant to any intergovernmental agreement entered into by any other jurisdiction.
“Facility Limit”
means the sum of each of the Allocable Portion of Maximum Net Investment set forth opposite each Alternate Investor’s name on Schedule
A attached hereto; provided that such amount may not at any time exceed the aggregate Commitments then in effect.
“Federal Funds Rate” is defined in Section 2.4.
“Fee Letter”
means the confidential letter agreement dated March 21, 2001 among the SPV, Arrow, and the Administrative Agent with respect to certain
fees to be paid by the SPV and Arrow to Bank of America, National Association and BofA Securities, Inc.
“Fees” means any of the fees
payable pursuant to the Fee Letter or as set forth on Schedule IV hereto.
“Final Payout Date”
means the earliest date, after the Termination Date, on which the Net Investment has been reduced to zero, all accrued Servicing Fees
have been paid in full and all other Aggregate Unpaids have been paid in full in cash.
“Financing Lease”
means any lease of property, real or personal, the obligations of the lessee in respect of which are required in accordance with GAAP
to be capitalized on a balance sheet of the lessee.
“First Tier Agreement”
means the Sale Agreement dated as of March 21, 2001 between Arrow and the SPV.
“Fitch”
means Fitch Ratings, Inc., or any successor that is a nationally recognized statistical rating organization.
“Funding Account”
means the account established pursuant to Section 2.9(b) or such other account as notified to the Investors and Funding
Agents from time to time by the Administrative Agent.
“Funding Agent” is defined in the preamble.
12
“GAAP” means generally accepted
accounting principles in the United States, in effect from time to time.
“Guarantee Obligation”
means, as to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another
Person (including, without limitation, any bank under any letter of credit) to induce the creation of which the guaranteeing person has
issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness,
leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary
obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person,
whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include
endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any
guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation
in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable
pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for
which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall
be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by Arrow in good faith.
“Hedging Agreements”
means, (a) Interest Rate Agreements and (b) any swap, futures, forward or option agreements or other agreements or arrangements
designed to limit or eliminate the risk and/or exposure of a Person to fluctuations in currency exchange rates.
“Indebtedness”
means, of any Person at any date, without duplication, (a) the principal amount of all indebtedness of such Person for borrowed
money or for the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary
course of business and payable in accordance with customary practices), (b) the principal amount of any other indebtedness of
such Person which is evidenced by a note, bond, debenture or similar instrument, (c) the portion of all obligations of such
Person under Financing Leases which must be capitalized in accordance with GAAP, (d) the principal or stated amount of all
obligations of such Person in respect of letters of credit, banker’s acceptances or similar obligations issued or created for
the account of such Person, (e) all liabilities arising under Hedging Agreements of such Person, (f) the principal or
stated amount of all Guarantee Obligations of such Person (other than guarantees by Arrow or any Subsidiary in respect of current
trade liabilities of Arrow or any Subsidiary incurred in the ordinary course of business and payable in accordance with customary
terms), and (g) the principal amount of all liabilities secured by any lien on any property owned by such Person even though
such Person has not assumed or otherwise become liable for the payment thereof.
13
“Indemnified Amounts” is defined in Section 9.1.
“Indemnified Parties” is defined in Section 9.1.
“Interest Component”
means, at any time of determination, with respect to Commercial Paper issued by a Conduit Investor, the aggregate Yield accrued and to
accrue through the end of the current Interest Period for the portion of the Investment.
“Interest Period” is defined in Section 2.4.
“Interest Rate Agreement”
means, any interest rate protection agreement, interest rate future, interest rate option, interest rate swap, interest rate cap or other
interest rate hedge or arrangement under which Arrow is a party or a beneficiary.
“Investment” is defined in Section 2.2(a).
“Investment Date” is defined in Section 2.3(a).
“Investment Deficit” is defined in Section 2.3(f).
“Investment Request” means each request
substantially in the form of Exhibit D.
“Investor(s)”
means any of the Conduit Investors and/or the Alternate Investors, as the context may require.
“Investor Interest”
means on any day, with respect to any Investor, the beneficial interest of such Investor in the Affected Assets, which beneficial interest
shall equal the product of (i) the Unpaid Balance of all Receivables and (ii) a fraction, the numerator of which is the aggregate
portion of the Net Investment funded by such Investor and the denominator of which is the Net Investment.
“Law” means any law (including
common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree, judgment or award of any Official
Body.
“Majority Investors”
means, at any time, each of the Alternate Investors which hold Commitments aggregating in excess of 50% of the Maximum Net Investment
as of such date (or, if the Commitments shall have been terminated, one or more Alternate Investors whose aggregate pro rata shares of
the Net Investment exceed 50% of the aggregate share of the Net Investment held by all Alternate Investors).
“Master Servicer” is defined in Section 7.1.
“Master Servicer Default” is defined in
Section 7.5.
14
“Master Servicer
Report” means a report, in substantially the form attached hereto as Exhibit F or in such other form as is mutually
agreed to by the SPV, the Master Servicer and the Administrative Agent, furnished by the Master Servicer pursuant to Section 2.8.
“Match Funding Conduit
Investor” means each Conduit Investor that is identified on Schedule B as a Match Funding Conduit Investor, until such time
as any such Match Funding Conduit Investor notifies the SPV and the Administrative Agent that such Conduit Investor desires to be treated
as a Pooled Funding Conduit Investor for all purposes of this Agreement.
“Material Adverse
Effect” means any event or condition which would have a material adverse effect on (a) the collectability of the Receivables,
(b) the condition (financial or otherwise), businesses or properties of the SPV, (c) the ability of the SPV, the Master Servicer,
the Seller under the First Tier Agreement or any Originator to perform its respective obligations under the Transaction Documents to which
it is a party, or (d) the interests of the Administrative Agent, Funding Agents or the Investors under the Transaction Documents,
including the first priority perfected ownership or security interest (subject to Permitted Liens) in the Affected Assets in favor of
the Administrative Agent on behalf of the Funding Agents for the benefit of the Investors.
“Maximum Net Investment”
means the sum of each of the Allocable Portions of Maximum Net Investment set forth opposite each Alternate Investor’s name on Schedule
A attached hereto.
“Moody’s”
means Moody’s Investors Service, Inc., or any successor that is a nationally recognized statistical rating organization.
“Multiemployer Plan” is defined in Section 4001(a)(3) of
ERISA.
“Net Investment”
means, at any time, the amount equal to (a) the sum of the cash amounts paid to the SPV in respect of Investments pursuant to Sections
2.2(a) and 2.3 together with the amount of any funding under a Program Support Agreement allocated to the Interest Component
at the time of such funding less (b) the aggregate amount of Collections theretofore received and applied by the Administrative
Agent to reduce such Net Investment pursuant to Section 2.12; provided that the Net Investment shall be restored and
reinstated in the amount of any Collections so received and applied if at any time the distribution of such Collections is rescinded or
must otherwise be returned for any reason; and provided further, that the Net Investment shall be increased by the amount described
in Section 3.1(a) as described therein.
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“Net Pool
Balance” means, at any time, (a) the aggregate Unpaid Balances of Eligible Receivables at such time, minus
(b) the sum of (i) the aggregate Unpaid Balances of such Eligible Receivables that have become Delinquent Receivables
after the time of purchase thereof, (ii) the aggregate Unpaid Balances of such Eligible Receivables that have become Defaulted
Receivables after the time of purchase thereof, (iii) the aggregate, for all Obligors, of the amount by which the Unpaid
Balances of such Eligible Receivables (other than Delinquent Receivables and Defaulted Receivables) of each Obligor exceeds the
product of (A) the Concentration Percentage for such Obligor, multiplied by (B) the aggregate Unpaid Balances of
all of the Eligible Receivables (other than Delinquent Receivables and Defaulted Receivables), (iv) the aggregate, for all
Obligors, of the amount by which the aggregate Unpaid Balances of Eligible Receivables (other than Delinquent Receivables and
Defaulted Receivables) that are required to be paid in full within 61 to 90 days of the original
billing date therefor exceeds 45.0% of the aggregate Unpaid Balances of all Receivables,
(v) the aggregate, for all Obligors, of the amount by which the aggregate Unpaid Balances of Eligible Receivables (other than
Delinquent Receivables and Defaulted Receivables) that are required to be paid in full within 91 to 120 days of the
original billing date therefor exceeds 10.0% of the aggregate Unpaid Balances of all Receivables, (viv)
the amount by which the aggregate Unpaid Balances of Eligible Receivables that are owing from Permitted Foreign Obligors which are
residents of, or organized in, any Permitted Foreign Jurisdiction within a Special Foreign Rating Tier (as set forth in the
definition of Special Foreign Concentration Percentage) exceeds the applicable Special Foreign Concentration Percentage for such
Special Foreign Rating Tier of the aggregate Unpaid Balances of all Receivables, (viivi)
(after giving effect to the computation set forth in the foregoing clause (viv)),
the amount by which the aggregate Unpaid Balances of Eligible Receivables that are owing from all Permitted Foreign Obligors exceeds
12.5% of the aggregate Unpaid Balances of all Receivables, (viiivii
) [reserved], (ixviii) the amount by
which the aggregate Unpaid Balances of Eligible Receivables that are owing from Obligors that are U.S. Official Bodies exceeds 3.0%
of the aggregate Unpaid Balances of all Receivables, (xix) the
aggregate, for all Obligors, of the amount by which the aggregate Unpaid Balances of Eligible Receivables (other than Delinquent
Receivables and Defaulted Receivables) that are required to be paid in full within 121 to 150 days of the original billing date
therefor exceeds 5.0% of the aggregate Unpaid Balances of all Receivables and (xix) the
aggregate, for all Obligors, of the amount by which the aggregate Unpaid Balances of Eligible Receivables (other than Delinquent
Receivables and Defaulted Receivables) that are required to be paid in full within 151 to 180 days of the original billing date
therefor exceeds 1.0% of the aggregate Unpaid Balances of all Receivables.
“Obligor”
means, with respect to any Receivable, the Person obligated to make payments in respect of such Receivable pursuant to a Contract.
“Official Body”
means any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality
of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic
(including any supra-national bodies such as the European Union or the European Central Bank).
“Optional Reduction Notice” means each
notice substantially in the form of Exhibit E.
“Originator”
means any of Arrow, Arrow ECS and Richardson RFPD and such other originators as may be designated from time to time by the SPV with the
consent of the Administrative Agent and each Investor.
“Originator Sale
Agreement” means any Originator Sale Agreement between an Originator (other than Arrow) and Arrow as the same may be amended,
restated, modified or supplemented with the consent of the Administrative Agent at the direction of the Majority Investors.
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“Other SPV”
means any Person other than the SPV that has entered into a receivables purchase agreement, loan and security agreement, note purchase
agreement, transfer and administration agreement or any other similar agreement with any Conduit Investor.
“Pension Plan”
means an employee pension benefit plan as defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than
a Multiemployer Plan) and to which the Originator, the SPV or an ERISA Affiliate of either may have any liability, including any liability
by reason of having been a substantial employer within the meaning of Section 4063 of ERISA or by reason of being deemed to be a
contributing sponsor under Section 4069 of ERISA.
“Permitted
Acquisition” means, on any date of determination, the acquisition of
all or part of any Person or business unit in any transaction
or series of transactions by Arrow or any Subsidiary.
“Permitted Foreign
Jurisdiction” means, at any time, a country or territory which is not the subject of Sanctions.
“Permitted Foreign
Obligor” means a Person that (i) if a natural person, is a resident of a Permitted Foreign Jurisdiction (ii) if a
corporation or other business organization, is organized under the laws of a Permitted Foreign Jurisdiction or any political subdivision
thereof. For the avoidance of doubt, no Official Body shall be considered to be a “Permitted Foreign Obligor.”
“Permitted Investment
Date” means each Settlement Date or such other Business Day within five days of the delivery of a Master Servicer Report.
“Permitted Lien”
means any lien, security interest, charge or encumbrance relating solely to Receivables with Allied Signal, Inc. as the Obligor,
at any time when such Receivables are not treated as “Eligible Receivables” hereunder.
“Person”
means an individual, partnership, limited liability company, corporation, joint stock company, trust (including a business trust), unincorporated
association, joint venture, firm, enterprise, Official Body or any other entity.
“Pooled Funding Conduit
Investor” means each Conduit Investor that is not a Match Funding Conduit Investor.
“Potential Termination
Event” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Termination Event.
“Pro Rata Share”
means, on any date of determination, with respect to each Purchaser Group, the ratio (expressed as a percentage) of (i) the Allocable
Portion of Maximum Net Investment to (ii) the Maximum Net Investment at such time.
“Program
Support Agreement” means any agreement entered into by any Program Support Provider providing for (i) cash
collateral, (ii) the issuance of one or more letters of credit for the account of a Conduit Investor, (iii) the issuance
of one or more surety bonds for which such Conduit Investor is obligated to reimburse the applicable Program Support Provider for
any drawings thereunder, (iv) the sale by such Conduit Investor to any Program Support Provider of the Asset Interest (or
portions thereof or participations therein) and/or the making of loans and/or (v) other extensions of credit to such Conduit
Investor in connection with such Conduit Investor’s commercial paper program, together with any letter of credit, surety bond
or other instrument issued thereunder.
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“Program Support
Provider” means any Person now or hereafter extending credit or having a commitment to extend credit to or for the account of,
or to make purchases from, a Conduit Investor or providing cash collateral or issuing a letter of credit, surety bond or other instrument
to support any obligations arising under or in connection with such Conduit Investor’s commercial paper program.
“Purchase Termination Date” is defined
in Section 7.1 of the First Tier Agreement.
“Purchaser Group” is defined in the preamble.
“Qualified Institution”
means a depository institution or trust company organized under the laws of the United States of America or any one of the States thereof
or the District of Columbia (or any domestic branch of a foreign bank), (i) (a) that has either (1) a long-term unsecured
debt rating of “A” or better by S&P and “A2” or better by Moody’s or (2) a short-term
unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P- 1” or
better by Moody’s, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A”
or better by S&P and “A2” or better by Moody’s or (2) a short-term unsecured debt rating or certificate
of deposit rating of “A-1” or better by S&P and “P-1” or better by Moody’s or (c) is
otherwise acceptable to the Administrative Agent and (iii) the deposits of which are insured by the Federal Deposit Insurance Corporation.
“Qualifying Material
Acquisition” means a Permitted Acquisition, the aggregate cash consideration (it being understood, for the avoidance of doubt,
that proceeds from an equity offering shall not constitute cash consideration) for which (including Indebtedness assumed in
connection therewith or that is refinanced in connection therewith, all obligations in respect of deferred purchase price and all
other cash consideration payable in connection therewith) exceeds $750,000,000.
“Qualifying Material Acquisition
Step-Up” is defined in Section 8.01(o).
“Rate Type” is defined in Section 2.4.
“Ratings”
means the actual or implied senior unsecured non-credit enhanced debt ratings of Arrow in effect from time to time by Moody’s or
S&P, as the case may be, the bank debt rating of Arrow in effect from time to time by Moody’s or the corporate credit rating
of Arrow in effect from time to time by S&P.
“Receivable”
means any indebtedness and other obligations owed by any Obligor to an Originator (without giving effect to any transfer under the
First Tier Agreement or any Originator Sale Agreement) under a Contract or any right of the SPV to payment from or on behalf of an
Obligor, whether constituting an account, chattel paper, instrument or general intangible, (i) arising in connection with the
sale or lease of goods or the rendering of services in the ordinary course of business by such Originator, and includes the
obligation to pay any finance charges, fees and other charges with respect thereto, (ii) denominated in Dollars, and
(iii) the Obligor of which is a U.S. Obligor or a Permitted Foreign Obligor and is not an Affiliate or employee of any
Originator. Notwithstanding the foregoing, the following indebtedness and obligations shall not constitute
“Receivables” for purposes of this Agreement: (a) receivables identified on the systems of an Originator,
comprising those set forth on Schedule C; and (b) receivables identified by Arrow in a written notice to the
Administrative Agent as receivables which are to be subject to the Agreement for the Purchase and Sale of Accounts Receivable dated
as of August 19, 2016 between Arrow ECS and IBM Credit LLC (or other similar agreement replacing or supplementing such
agreement) and with respect to which the Administrative Agent (acting in its sole discretion), Arrow, the SPV and Arrow ECS have
executed a partial release of such receivables as is customary amongst the parties.
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“Recipient” is defined in Section 2.10.
“Records”
means all Contracts and other documents, purchase orders, invoices, agreements, books, records and any other media, materials or devices
for the storage of information (including tapes, disks, punch cards, computer programs and databases and related property) maintained
by the SPV, the related Originator or the Master Servicer with respect to the Receivables, any other Affected Assets or the Obligors.
“Reinvestment” is defined in Section 2.2(b).
“Reinvestment Period” means
the period commencing on the Closing Date and ending on the Termination Date.
“Related Alternate
Investor” means, with respect to any Conduit Investor, each Alternate Investor set forth opposite such Conduit Investor’s
name on Schedule A (and any transferee of any such Alternate Investor pursuant to Section 11.8).
“Related Commercial
Paper” means, at any time of determination, Commercial Paper the proceeds of which are then allocated by the Related Funding
Agent as the source of funding the acquisition or maintenance of, the Asset Interest.
“Related Funding
Agent” means, with respect to any Conduit Investor, the Funding Agent set forth opposite such Conduit Investor’s name
on Schedule A.
“Related Security”
means, with respect to any Receivable, all of the Originator’s (without giving effect to any transfer under the Originator Sale
Agreement), Arrow’s (without giving effect to any transfer under the First Tier Agreement) or the SPV’s rights, title and
interest in, to and under:
(a) any
goods (including returned or repossessed goods) and documentation or title evidencing the shipment or storage of any goods relating to
any sale giving rise to such Receivable;
(b) all
other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such
Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements and
other filings signed by an Obligor relating thereto;
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(c) the
Contract and all guarantees, indemnities, warranties, insurance (and proceeds and premium refunds thereof) or other agreements or arrangements
of any kind from time to time supporting or securing payment of such Receivable, whether pursuant to the Contract related to such Receivable
or otherwise;
(d) all Records related to such Receivable;
(e) [RESERVED]; and
(f) all Collections on and other proceeds of any of the foregoing.
“Remittance Date”
means the 10th day of each month, or if such day is not a Business Day, the next succeeding Business Day.
“Renewal Date” means December 7,
2011.
“Reportable Event”
means any event, transaction or circumstance which is required to be reported with respect to any Pension Plan under Section 4043
of ERISA and the applicable regulations thereunder (other than an event for which the 30 day notice period is waived).
“Reporting Date”
means each of the following dates: (i) at any time other than during the occurrence and continuance of an Arrow Level 1 Rating Event,
the 18th day of each calendar month or if such day is not a Business Day, the next succeeding Business Day, (ii) at any time during
the occurrence and continuance of an Arrow Level 1 Rating Event, the third Business Day of the week, and (iii) after the occurrence
of a Termination Event, within two (2) Business Days after a request from the Administrative Agent; provided, however, that
upon and after the occurrence of an Arrow Level 2 Rating Event, the Reporting Date shall be each Business Day of the week.
“Required Funding
Agents” means, at any time, Funding Agents that are Affiliates of Alternate Investors that hold Commitments aggregating at least
67% of the Maximum Net Investment as of such date (or, if the Commitments shall have been terminated, one or more Funding Agents that
are Affiliates of Alternate Investors whose aggregate pro rata shares of the Net Investment exceeds 67% of the aggregate share of the
Net Investment held by all Alternate Investors).
“Required Reserves” is defined in Schedule
II.
“Rescindable Amount” is defined in Section 2.17.
“Restricted Payments” is defined in Section 6.2(k).
“Richardson RFPD” means Richardson RFPD, Inc.,
a Delaware corporation.
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“Sanctioned Country” means a
country, region or territory which is, or whose government is, the subject or target of any Sanctions.
“Sanctioned Person”
means any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets
Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations Security Council, the European
Union, any member state of the European, Union His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority
or otherwise subject to any Sanctions (b) any Person located, operating, organized or resident in a Sanctioned Country or (c) any
Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b).
“Sanctions”
means economic or financial sanctions, sectoral sanctions, secondary sanctions, restrictive measures, trade embargoes and anti-terrorism
laws, including but not limited to those enacted, imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of
State, or (b) the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury
of the United Kingdom or other relevant sanctions authority with jurisdiction over the SPV, the initial Master Servicer or any Originator.
“Servicing Fee” [*****]
“Settlement Date”
means (a) prior to the Termination Date, the 23rd day of each calendar month (or if such day is not a Business Day, the next succeeding
Business Day) or such other day as the SPV, the Administrative Agent and the Majority Investors may from time to time mutually agree,
and (b) for any portion of Investment on and after the Termination Date, each day selected from time to time by the Majority Investors
(it being understood that the Majority Investors may select such Settlement Date to occur as frequently as daily) or, in the absence of
any such selection, the date which would be the Settlement Date for such portion of Investment pursuant to clause (a) of this
definition.
“S&P” means S&P Global
Ratings, or any successor that is a nationally recognized statistical rating organization.
21
“Significant Subsidiary”
means any Subsidiary that, directly or indirectly, accounts for more than five percent (5%) of the assets of Arrow and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP.
“Special Foreign Concentration Percentage”
is defined in Schedule II.
“Special Pro Rata
Share” means, for an Alternate Investor, the Commitment of such Alternate Investor, divided by the sum of the Commitments of
all Related Alternate Investors (or, if the Commitments shall have been terminated, the portion of the Net Investment funded by such Alternate
Investor divided by the aggregate Net Investment funded by such Alternate Investor and its Related Alternate Investors).
“Special Termination
Date” means with respect to any Conduit Investor and its Related Alternate Investors, five (5) Business Days prior to the
Commitment Termination Date if such Conduit Investor or its Related Alternate Investors do not agree to extend the Commitment Termination
Date.
“SPV” means Arrow Electronics Funding
Corporation, a Delaware corporation.
“Structuring
Agent” means Mizuho Bank, Ltd. or an Affiliate thereof, as Structuring Agent.
“Sub-Servicer” is defined in Section 7.1(d).
“Subordinated Obligations”
has the meaning assigned to it in Section 1.1 of the First Tier Agreement.
“Subsidiary”
means, with respect to any Person, any corporation or other Person (a) of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other Persons performing similar functions are at the time directly or indirectly
owned by such Person or (b) that is directly or indirectly controlled by such Person within the meaning of control under Section 15
of the Securities Act of 1933.
“Tangible Net Worth”
means the total of all assets appearing on a balance sheet prepared for the SPV in accordance with GAAP, after deducting therefrom (without
duplication of deductions):
(i) any
write-up in the book carrying value of any asset resulting from a revaluation thereof subsequent to Closing Date;
(ii) all
reserves required by GAAP, including but not limited to reserves for liabilities, fixed or contingent, deferred income taxes, obsolescence,
depletion, insurance, and inventory valuation, which are not deducted from assets;
(iii) all
Indebtedness of the SPV, including the Subordinated Obligations; and
22
(iv) the book
value of all assets which would be treated as intangibles under GAAP, including, without limitation, good will, trademarks, trade names,
patents, copyrights and licenses.
“Taxes” shall have the meaning specified
in Section 9.3.
“Termination Date”
means the earliest of (a) the Business Day designated by the SPV to the Administrative Agent and each Funding Agent as the Termination
Date at any time following not less than thirty (30) days’ written notice to the Administrative Agent and Funding Agents, (b) the
day upon which the Termination Date is declared or automatically occurs pursuant to Section 8.2, (c) the day which is
five (5) Business Days prior to the Commitment Termination Date, (d) the Purchase Termination Date and (e) the day
designated by the Administrative Agent to the SPV as the Termination Date as a result of the failure of the Master Servicer to comply
with its obligations under Section 6.1(s).
“Termination Event” is defined in Section 8.1.
“Transaction Costs” is defined in Section 9.4(a).
“Transaction Documents”
means, collectively, this Agreement, the First Tier Agreement, the Originator Sale Agreements, the Fee Letter, the Blocked Account Agreements,
and all of the other instruments, documents, amendments and other agreements executed and delivered by the Master Servicer, any Originator
or the SPV in connection with any of the foregoing.
“UCC” means the Uniform Commercial
Code as in effect in the applicable jurisdiction or jurisdictions.
“Unpaid Balance”
of any Receivable means, at any time, the unpaid principal amount thereof.
“U.S.” or “United States”
means the United States of America.
“U.S. Obligor”
means a Person that (i) if a natural person, is a resident of the United States or (ii) if a corporation or other business organization,
is either organized under the laws of the United States or any political subdivision thereof or has its chief executive office located
in the United States.
“Write-Down and Conversion
Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority
from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described
in the EU Bail-In Legislation Schedule.
“World Wide Technology Receivables” is
defined in Schedule II.
“Yield” is defined in Section 2.4.
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“Yield Payment Date”
means, with respect to a Conduit Investor and its Related Alternate Investor, each Remittance Date.
“Yield Rate” is defined in Section 2.4.
SECTION 1.2 Other
Terms. All terms defined directly or by incorporation herein shall have the defined meanings when used in any certificate or
other document delivered pursuant hereto unless otherwise defined therein. For purposes of this Agreement and all such certificates
and other documents, unless the context otherwise requires: (a) accounting terms not otherwise defined herein, and accounting
terms partly defined herein to the extent not defined, shall have the respective meanings given to them under, and shall be
construed in accordance with, GAAP; (provided that all terms of an accounting or financial nature used herein shall be
construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election
under Accounting Standards Codification 825-10-25 (previously referred to as Statement of Financial Accounting Standards 159) (or
any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any
Indebtedness or other liabilities of Arrow or any Subsidiary at “fair value”, as defined therein and (ii) any
treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other
Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness
in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated
principal amount thereof). Notwithstanding anything in this Agreement to the contrary, for purposes of interpreting any provision
contained herein or determining compliance with any covenant or any other provision contained herein, including for calculating
compliance with the financial covenants in this Agreement, the effects of Accounting Standards Codification 842 (or any other
Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) on leases and debt obligations
shall, in each case, be disregarded; (b) terms used in Article 9 of the UCC in the State of New York, and not specifically
defined herein, are used herein as defined in such Article 9; (c) references to any amount as on deposit or outstanding on
any particular date means such amount at the close of business on such day; (d) the words “hereof,”
“herein” and “hereunder” and words of similar import refer to this Agreement (or the certificate or other
document in which they are used) as a whole and not to any particular provision of this Agreement (or such certificate or document);
(e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this
Agreement (or the certificate or other document in which the reference is made) and references to any paragraph, subsection, clause
or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such
Section or definition; (f) the term “including” means “including without limitation”;
(g) references to any Law refer to that Law as amended from time to time and include any successor Law; (h) references to
any agreement refer to that agreement as from time to time amended or supplemented or as the terms of such agreement are waived or
modified in accordance with its terms; (i) references to any Person include that Person’s successors and permitted
assigns; and (j) headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.
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SECTION 1.3 Computation of Time
Periods. Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later
specified date, the word “from” means “from and including”, the words “to” and
“until” each means “to but excluding”, and the word “within” means “from and excluding a
specified date and to and including a later specified date”.
SECTION 1.4 Accounting
Determinations. Unless otherwise specified herein, all accounting determinations for purposes of calculating or determining compliance
with the terms found in Section 1.1 or the Termination Events found in Section 8.1 and otherwise to be made under
this Agreement shall be made in accordance with GAAP applied on a basis consistent in all material respects with that used in preparing
the financial statements referred to in Section 6.1(a)(i). If GAAP shall change from the basis used in preparing such financial
statements, the certificates required to be delivered pursuant to Section 6.1(a)(iii) demonstrating compliance with the
covenants contained herein shall set forth calculations setting forth the adjustments necessary to demonstrate how Arrow is in compliance
with the financial covenants based upon GAAP as in effect on September 27, 2019.
ARTICLE IIPURCHASES AND SETTLEMENTS
SECTION 2.1 Transfer of Affected Assets; Intended
Characterization.
(a) Sale
of Asset Interest. In consideration of the payment by the Administrative Agent (on behalf of the Funding Agents on behalf of the Conduit
Investors and/or the Alternate Investors) of the amount of the initial Net Investment on the Closing Date and the Administrative Agent’s
agreement (on behalf of the Funding Agents on behalf of the Conduit Investors or the Alternate Investors) to make payments to the SPV
from time to time in accordance with Section 2.2, effective upon the SPV’s receipt of payment for such initial Net Investment
on the Closing Date, the SPV hereby sells, conveys, transfers and assigns to the Administrative Agent, on behalf of the Funding Agents
on behalf of the Conduit Investors or the Alternate Investors, as applicable, all of the SPV’s right, title and interest in, to
and under (i) all Receivables existing on the Closing Date or thereafter arising or acquired by the SPV from time to time prior to
the Final Payout Date and (ii) all other Affected Assets, whether existing on the Closing Date or thereafter arising at any time.
The Alternate Investors’ several obligations to make purchases from the SPV hereunder shall terminate on the Termination Date.
(b) Purchase
of Asset Interest. Subject to the terms and conditions hereof, the Administrative Agent on behalf of the Funding Agents (on behalf
of their related Conduit Investors and/or the Related Alternate Investors as applicable) hereby purchases and accepts from the SPV
an undivided percentage ownership interest in the Receivables and all other Affected Assets sold, assigned and transferred pursuant
to subsection (a). The Funding Agents’ right, title and interest in and to the Receivables and all other Affected
Assets hereunder is herein called the “Asset Interest”. The Funding Agents shall hold the Asset Interest on
behalf of their related Conduit Investors and Related Alternate Investors in accordance with the related Investor Interest, from
time to time. To the extent a Funding Agent holds the Asset Interest on behalf of the Related Alternate Investors, such Funding
Agent shall hold the Alternate Investor Percentage of the Asset Interest on behalf of such Alternate Investors pro rata in
accordance with their respective outstanding portions of the Net Investment funded by them.
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(c) Obligations
Not Assumed. The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or an
assumption by any Funding Agent, the Administrative Agent or any Investor, of any obligation of the SPV, any Originator, or any other
Person under or in connection with the Receivables or any other Affected Asset, all of which shall remain the obligations and liabilities
of the SPV and the applicable Originator.
(d) Intended Characterization; Grant of Security Interest.
(i) The
SPV, each Funding Agent, the Administrative Agent and the Investors intend that the sale, assignment and transfer of the Affected Assets
to the Funding Agent (on behalf of their related Conduit Investors and/or the Related Alternate Investors as applicable) hereunder shall
be treated as a sale for all purposes, other than U.S. federal and state income tax purposes. If notwithstanding the intent of the parties,
the sale, assignment and transfer of the Affected Assets to the Funding Agents shall be characterized as a secured loan and not a sale
for all purposes (other than U.S. federal and state income tax purposes) or any such sale shall for any reason be ineffective or unenforceable
(any of the foregoing being a “Recharacterization”) (as to which the foregoing shall constitute indebtedness of the
SPV secured by the Affected Assets), such sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the
SPV hereby does grant, a security interest in the Affected Assets to secure the payment and performance of the SPV’s obligations
for the benefit of the Funding Agents (on behalf of the related Conduit Investors and/or the Related Alternate Investors as applicable)
hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. In the case of
any Recharacterization, the SPV represents and warrants that each remittance of Collections to the Administrative Agent, any Funding Agent
or any Purchaser Group hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial
affairs of the SPV and (ii) made in the ordinary course of business or financial affairs of the SPV.
(ii) The
parties hereto acknowledge that Arrow and the SPV intend that the sale, assignment and transfer of the Receivables and Related
Security to the SPV under the First Tier Agreement shall be treated as a sale for all purposes, and each of the parties hereto is
relying on such treatment. If, notwithstanding the intent of Arrow and the SPV, the sale, assignment and transfer of the Receivables
and Related Security under the First Tier Agreement shall for any reason be characterized as a secured loan and not a sale or such
sale shall for any reason be ineffective or unenforceable, each of Arrow and the SPV represents and warrants as to itself that each
remittance of Collections by Arrow to the SPV under the First Tier Agreement will have been (i) in payment of a debt incurred
by Arrow in the ordinary course of business or financial affairs of Arrow and the SPV and (ii) made in the ordinary course of
business or financial affairs of Arrow and the SPV.
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(iii) Each of
the parties hereto further expressly acknowledges and agrees that the Commitments of the Alternate Investors hereunder, regardless of
the intended true sale nature of the overall transaction, are financial accommodations (within the meaning of Section 365(c)(2) of
the Bankruptcy Code) to or for the benefit of the SPV.
SECTION 2.2 Purchase
Price. Subject to the terms and conditions hereof, including Article V, in consideration for the sale, assignment and
transfer of the Affected Assets by the SPV to the Funding Agents (on behalf of their related Conduit Investors and/or the Related Alternate
Investors as applicable) hereunder:
(a) Investments.
On the Closing Date, and thereafter from time to time during the Reinvestment Period, on request of the SPV in accordance with Section 2.3,
each Funding Agent (on behalf of its related Conduit Investors or the Related Alternate Investors as determined pursuant to Section 2.3)
shall deposit in the Funding Account for payment to the SPV from funds received from the related Investors pursuant to Section 2.3(d) an
amount equal in each instance to the least of (i) its Purchaser Group’s Pro Rata Share of the amount requested by the SPV under
Section 2.3(a), (ii) its Purchaser Group’s Pro Rata Share of the largest amount that will not cause (A) the
Net Investment to exceed the Maximum Net Investment or (B) the sum of the Net Investment and the Required Reserves to exceed the
Net Pool Balance and (iii) the largest amount which will not cause such Investor to exceed its Conduit Funding Limit or Commitment,
as applicable. Each such payment is herein called an “Investment”.
(b) Reinvestments.
On each Business Day during the Reinvestment Period, the Master Servicer, on behalf of the Administrative Agent (on behalf of the Funding
Agents for the benefit of the Conduit Investors and/or the Alternate Investors as applicable), shall pay to the SPV, out of Collections
of Receivables, the amount available for Reinvestment in accordance with Section 2.12(a)(iii). Each such payment is hereinafter
called a “Reinvestment”. All Reinvestments with respect to the Conduit Investor Percentage and the Alternate Investor
Percentage of the Asset Interest shall be made ratably on behalf of the Conduit Investors and Alternate Investors, as applicable, pro
rata in accordance with their respective outstanding portions of the Alternate Investor Percentage and Conduit Investor Percentage,
as applicable, of the Net Investment funded by them.
(c) Deferred
Purchase Price. On each Business Day on and after the Final Payout Date, the Master Servicer, on behalf of the Administrative Agent
on behalf of the Funding Agents for the benefit of the Investors, shall pay to the SPV an amount equal to the Collections of Receivables
received by the SPV less the accrued and unpaid Servicing Fee (and the SPV (or the Master Servicer on its behalf) shall apply such Collections
in the manner described in Section 2.14).
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(d) SPV Payments Limited
to Collections. Notwithstanding any provision contained in this Agreement to the contrary, the Administrative Agent shall not, and
shall not be obligated (whether on behalf of the Funding Agents for the benefits of the Conduit Investors or the Alternate Investors,
as applicable), to pay any amount to the SPV as the purchase price of Receivables pursuant to subsections (b) and (c) above
except to the extent of Collections on Receivables available for distribution to the SPV in accordance with this Agreement. Any amount
which the Administrative Agent (whether on behalf of the Funding Agents for the benefit of the Conduit Investors or the Alternate Investors,
if applicable) does not pay pursuant to the preceding sentence shall not constitute a claim (as defined in § 101 of the Bankruptcy
Code) against or corporate obligation of the Administrative Agent, any Funding Agent or any Investor for any such insufficiency unless
and until such amount becomes available for distribution to the SPV under Section 2.12.
SECTION 2.3 Investment Procedures.
(a) Notice.
The SPV shall request an Investment hereunder, by request to the Administrative Agent, with a copy to each Funding Agent, given by
email or facsimile in the form of an Investment Request by no later than 12:00 p.m. (New York City time) on the same Business Day
of the proposed date of such Investment. Each such Investment Request shall specify (i) the desired amount of such Investment (which
shall be at least $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or, to the extent that the then available unused
portion of the Maximum Net Investment is less than such amount, such lesser amount) up to the entire available unused portion of the Maximum
Net Investment), including the aggregate Pro Rata Shares per Purchaser Group of such Investment and (ii) the desired date of such
Investment (the “Investment Date”) which shall be a Permitted Investment Date.
(b) [Reserved].
(c) Conduit Investor Acceptance or Rejection;
Investment Request Irrevocable.
(i) Each
Funding Agent will promptly notify the related Conduit Investor of each Funding Agent’s receipt of any Investment Request. Each
Conduit Investor shall instruct such Funding Agent to accept or reject (on such Conduit Investor’s behalf) such Investment Request
by notice given to the SPV, the Administrative Agent and such Funding Agent by telephone or facsimile by no later than 1:00 p.m. (New
York City time) on the requested Investment Date. Failure by a Conduit Investor to timely deliver such notice shall be deemed to be an
acceptance of such Investment Request. If more than one Conduit Investor in any Purchaser Group accepts an Investment Request, the portion
of such Investment Request to be funded by each Conduit Investor in such Purchaser Group shall be determined by the Related Funding Agent
in its sole discretion.
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(ii) Each
Investment Request shall be irrevocable and binding on the SPV, and the SPV shall indemnify each Investor against any loss or expense incurred
by such Investor, either directly or indirectly (including, in the case of a Conduit Investor, through a Program Support Agreement) as
a result of any failure by the SPV to complete such Investment, including any loss (including loss of profit) or expense incurred by
a Funding Agent or any Investor, either directly or indirectly (including, in the case of a Conduit Investor, pursuant to a Program Support
Agreement) by reason of the liquidation or reemployment of funds acquired by such Investor (or the applicable Program Support Provider(s))
(including funds obtained by issuing commercial paper or promissory notes or obtaining deposits or loans from third parties) in order
to fund such Investment.
(d) Alternate
Investor’s Commitment. Subject to Section 2.2(b) concerning Reinvestments, at no time will a Conduit Investor
have any obligation to fund an Investment or Reinvestment. At any time when all Conduit Investors in a Purchaser Group have rejected a
request for Investment or a Conduit Investor has failed to make an Investment in connection with an Investment Request it has accepted
(or the portion thereof determined by the Related Funding Agent), the Related Funding Agent shall so notify the Related Alternate Investors
and such Alternate Investors shall make such Investment, on a pro rata basis, in accordance with their respective Special Pro Rata
Shares. Notwithstanding anything contained in this Section 2.3(d) or elsewhere in this Agreement to the contrary, no
Alternate Investor shall be obligated to provide any Funding Agent or the SPV with funds in connection with an Investment in an amount
that would result in the portion of the Net Investment then funded by it exceeding its Allocable Portion of Maximum Net Investment then
in effect (minus the unrecovered principal amount of such Alternate Investor’s investment in the Asset Interest pursuant
to the Program Support Agreement to which it is a party). The obligation of each Alternate Investor to remit its Special Pro Rata Share
of any such Investment shall be several from that of each other Alternate Investor, and the failure of any Alternate Investor to so make
such amount available to the Related Funding Agent shall not relieve any other Alternate Investor of its obligation hereunder.
(e) Payment
of Investment. On any Investment Date, each Conduit Investor and/or Alternate Investor, as the case may be, shall, not later than
2:00 p.m. (New York City time) on such date, remit its share of the aggregate amount of such Investment (determined pursuant to Section 2.2(a))
to the Funding Account specified from time to time by the Administrative Agent to each Funding Agent by notice to such Persons by wire
transfer of same day funds. Following the Administrative Agent’s receipt of funds from the Investors as aforesaid, the Administrative
Agent shall promptly (but in no event later than 3:00 p.m. (New York City time) on such day) remit such funds in the Funding Account
in respect of each Investment to the SPV’s account designated pursuant to Section 11.3, by wire transfer of same day
funds.
(f) Administrative
Agent May Advance Funds. Unless the Administrative Agent shall have received notice from a Funding Agent that any related
Investor will not make its share of any Investment available on the applicable Investment Date therefor, the Administrative Agent
may (but shall have no obligation to) make any such Investor’s share of any such Investment available to the SPV in
anticipation of the receipt by the Administrative Agent of such amount from the applicable Investor. To the extent any such Investor
or Funding Agent on behalf of such Investor fails to remit any such amount to the Administrative Agent after any such advance by the
Administrative Agent on such Investment Date, such Investor, on the one hand, and the SPV, on the other hand, shall be required to
pay such amount to the Administrative Agent for its own account, together with interest thereon at a per annum rate equal to
the Federal Funds Rate, in the case of such Investor, or the Base Rate, in the case of the SPV, to the Administrative Agent upon its
demand therefor (provided that a Conduit Investor shall have no obligation to pay such interest amounts except to the extent
that it shall have sufficient funds to pay the face amount of its Commercial Paper in full). Until such amount shall be repaid, such
amount shall be deemed to be Net Investment paid by the Administrative Agent and the Administrative Agent shall be deemed to be the
owner of an interest in the Asset Interest hereunder to the extent of such Investment. Upon the payment of such amount to the
Administrative Agent (i) by the SPV, the amount of the aggregate Net Investment shall be reduced by such amount or (ii) by
such Investor, such payment shall constitute such Investor’s payment of its share of the applicable Investment.
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SECTION 2.4 [IS RESERVED AND IS SPECIFIED IN SCHEDULE
I.]
SECTION 2.5 Yield,
Fees and Other Costs and Expenses. Notwithstanding any limitation on recourse herein, the SPV shall pay, as and when due in accordance
with this Agreement, all Fees, Yield, all amounts payable pursuant to Article IX, if any, and the Servicing Fees. On each
Remittance Date, to the extent not paid pursuant to Section 2.12 for any reason, the SPV shall pay to the Administrative Agent,
for the benefit of the Funding Agents on behalf of the Conduit Investors or the Alternate Investors, as applicable, an amount equal to
the accrued and unpaid Yield in respect of the prior calendar month. Nothing in this Agreement shall limit in any way the obligations
of the SPV to pay the amounts set forth in this Section 2.5.
SECTION 2.6 Deemed
Collections. (a) Dilutions. If on any day the Unpaid Balance of a Receivable is reduced or such Receivable is canceled as a result
of any Dilution, the SPV shall be deemed to have received on such day a Collection of such Receivable in the amount of the Unpaid Balance
(as determined immediately prior to such Dilution) of such Receivable (if such Receivable is canceled) or, otherwise in the amount of
such reduction, and the SPV shall pay to the Master Servicer an amount equal to such Deemed Collection and such amount shall be applied
by the Master Servicer as a Collection in accordance with Section 2.12.
(b) Breach
of Representation or Warranty. If on any day any of the representations or warranties in Article IV was or becomes
untrue with respect to a Receivable (whether on or after the date of transfer thereof to the Administrative Agent, for the benefit
of the Funding Agents, on behalf of the Investors, as contemplated hereunder), the SPV shall be deemed to have received on such day
a Collection of such Receivable in full and the SPV shall on such day pay to the Master Servicer an amount equal to the Unpaid
Balance of such Receivable and such amount shall be allocated and applied by the Master Servicer as a Collection in accordance with Section 2.12.
Notwithstanding the foregoing, any representation or warranty made with respect to a Receivable in respect of the criteria set forth
in clause (e), (h) or (m) of the definition of “Eligible Receivable” in Section 1.1 shall be made
with respect to such criteria solely as of the date such Receivable was purchased hereunder.
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SECTION 2.7 Payments
and Computations, Etc. All amounts to be paid or deposited by the SPV or the Master Servicer hereunder shall be paid or
deposited in accordance with the terms hereof no later than 1:00 p.m. (New York City time) on the day when due in immediately
available funds; if such amounts are payable to the Administrative Agent (whether on behalf of any Funding Agent, any Investor or
otherwise) they shall be paid or deposited in the account designated pursuant to Section 11.3, until otherwise notified
by the Administrative Agent. The SPV shall, to the extent permitted by Law, pay to the Administrative Agent, for the benefit of the
Funding Agents, on behalf of the Investors, upon demand, interest on all amounts not paid or deposited when due hereunder at a rate
equal to [*****]% per annum, plus the Base Rate. All computations of Yield and all per annum fees hereunder
shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day)
elapsed. Any computations by the Administrative Agent of amounts payable by the SPV hereunder shall be binding upon the SPV absent
manifest error.
SECTION 2.8 Reports.
By no later than 4:00 p.m. (New York City time) on each Reporting Date, the Master Servicer shall prepare and forward to the
Administrative Agent a Master Servicer Report, as at, and for the Calculation Period ending on, the immediately preceding Month End
Date; provided, however, that with respect to a Master Servicer Report delivered on a weekly basis, the information
shall be provided as of the Friday of the preceding week and with respect to a Master Servicer Report delivered more frequently than
weekly, the information shall be provided as of the Business Day immediately prior to such Reporting Date. The Master
Servicer Report shall be certified by the SPV and the Master Servicer. The Administrative Agent shall promptly provide a copy of
such Master Servicer Report to each Investor.
SECTION 2.9 Collection
Account. (a) The SPV shall establish and at all times maintain the Collection Account, bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the Administrative Agent, for the benefit of the Funding
Agents, on behalf of the Investors. If at any time the Collection Account is not maintained at or in the name of the Administrative
Agent, such account shall be subject to an Account Control Agreement. The Administrative Agent shall have exclusive dominion and
control over the Collection Account and all monies, instruments and other property from time to time in the Collection Account. On
and after the occurrence of a Termination Event or a Potential Termination Event (which Potential Termination Event is not capable
of being cured), the Master Servicer shall remit daily within one Business Day of receipt to the Collection Account all Collections
received. Funds on deposit in the Collection Account (other than investment earnings) shall be invested by the Administrative Agent,
in the name of the Administrative Agent for the benefit of the Funding Agents on behalf of the Investors, in Eligible Investments
that will mature so that such funds will be available so as to permit amounts in the Collection Account to be paid and applied on
the next Settlement Date and otherwise in accordance with the provisions of Section 2.12; provided that such
funds shall not reduce the Net Investment or accrued Yield hereunder until so applied under Section 2.12. On each
Remittance Date, all interest and earnings (net of losses and investment expenses) on funds on deposit in the Collection Account
shall be applied as Collections set aside for the Administrative Agent in accordance with Section 2.12. On the Final
Payout Date, any funds remaining on deposit in the Collection Account shall be paid to the SPV for application as set forth in Section 2.14.
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(b) The Administrative
Agent shall establish in its name on or before the day of the initial Investment hereunder and shall maintain the Funding Account for
the benefit of the Funding Agents, on behalf of the Conduit Investors and the Alternate Investors, into which all payments received by
the Administrative Agent from the Funding Agents and the Investors shall be deposited pursuant to Section 2.3(d). The Administrative
Agent shall have the sole right of withdrawal from the Funding Account.
SECTION 2.10 Sharing
of Payments, Etc. If any Investor (for purposes of this Section 2.10 only, being a “Recipient”) shall
obtain any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the portion
of the Asset Interest owned by it (other than pursuant to the Fee Letter, or Article IX and other than as a result of the
differences in the timing of the applications of Collections pursuant to Section 2.12 and other than a result of the different
methods for calculating Yield) in excess of its ratable share of payments on account of the Asset Interest obtained by the Investors entitled
thereto, such Recipient shall forthwith purchase from the Investors entitled to a share of such amount participations in the portions
of the Asset Interest owned by such Persons as shall be necessary to cause such Recipient to share the excess payment ratably with each
such other Person entitled thereto; provided, however, that if all or any portion of such excess payment is thereafter recovered
from such Recipient, such purchase from each such other Person shall be rescinded and each such other Person shall repay to the Recipient
the purchase price paid by such Recipient for such participation to the extent of such recovery, together with an amount equal to such
other Person’s ratable share (according to the proportion of (a) the amount of such other Person’s required payment to
(b) the total amount so recovered from the Recipient) of any interest or other amount paid or payable by the Recipient in respect
of the total amount so recovered.
SECTION 2.11 Right
of Setoff. Without in any way limiting the provisions of Section 2.10, the Administrative Agent, each Funding Agent and
each Investor is hereby authorized (in addition to any other rights it may have) at any time after the occurrence of the Termination Date
due to the occurrence of a Termination Event or during the continuance of a Potential Termination Event (which Potential Termination Event
is not capable of being cured) to set-off, appropriate and apply (without presentment, demand, protest or other notice which are hereby
expressly waived) any deposits and any other indebtedness held or owing by the Administrative Agent, such Funding Agent or such Investor
to, or for the account of, the SPV against the amount of the Aggregate Unpaids owing by the SPV to such Person or to the Administrative
Agent, or such Funding Agent on behalf of such Person (even if contingent or unmatured).
[SECTIONS 2.12 THROUGH 2.15 ARE RESERVED AND SPECIFIED IN
SCHEDULE III (SETTLEMENT PROCEDURES).]
SECTION 2.12 [RESERVED]
SECTION 2.13 [RESERVED]
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SECTION 2.14 [RESERVED]
SECTION 2.15 [RESERVED]
SECTION 2.16 Special
Termination Date with Respect to a Particular Conduit Investor. Notwithstanding anything to the contrary contained in this Agreement,
if there shall occur a Special Termination Date with respect to a Conduit Investor or its Related Alternate Investors, then, from and
after such Special Termination Date, (a) no further Investments or Reinvestments shall be made by such Conduit Investors or Related
Alternate Investor, (b) the Administrative Agent shall distribute Collections to such Conduit Investor or Related Alternate Investor
in accordance with the provisions of Sections 2.12 and 2.13 applicable to a Special Termination Date, (c) in all respects, the provisions
of this Agreement with respect to a Termination Date shall be deemed to apply with respect to such Conduit Investor or Related Alternate
Investor for which a Special Termination Date has occurred, other than as explicitly set forth herein, and (d) all provisions of
this Agreement shall continue to apply to the other Conduit Investors and Related Alternate Investors.
SECTION 2.17 Payments
by SPV; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the SPV prior to the
date on which any payment is due to the Administrative Agent for the account of the Funding Agents or Investors hereunder that the SPV
will not make such payment, the Administrative Agent may assume that the SPV has made such payment on such date in accordance herewith
and may, in reliance upon such assumption, distribute to the Funding Agents or Investors, as the case may be, the amount due.
With respect to any payment
that the Administrative Agent makes for the account of the Funding Agents or Investors hereunder as to which the Administrative Agent
determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment referred to
as the “Rescindable Amount”) : (1) the SPV has not in fact made such payment; (2) the Administrative Agent
has made a payment in excess of the amount so paid by the SPV (whether or not then owed); or (3) the Administrative agent has for
any reason otherwise erroneously made such payment; then each of the Funding Agents or Investors, as the case may be, severally agrees
to repay to the Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Funding Agent or Investor, in immediately
available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the
date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.
A notice of the Administrative Agent to any Funding
Agent, any Investor or the SPV with respect to any amount owing under this section shall be conclusive, absent manifest error.
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ARTICLE III
ADDITIONAL ALTERNATE INVESTOR PROVISIONS
SECTION 3.1 Assignment to Alternate Investors.
(a) SPV’s Obligation to
Pay Certain Amounts; Additional Assignment Amount. The SPV shall pay to the Administrative Agent, on behalf of a Funding Agent, for
the account of the related Conduit Investors, in connection with any assignment by any such Conduit Investor to the Related
Alternate Investors pursuant to this Agreement, an aggregate amount equal to all Yield to accrue through the end of the current
Interest Period to the extent attributable to the portion of the Net Investment so assigned to such Alternate Investors (as
determined immediately prior to giving effect to such assignment), plus all other accrued Aggregate Unpaids (other than the
Net Investment and other than any Yield not described above) payable to any such Conduit Investor in respect of such portion of the
Net Investment so assigned. If the SPV fails to make payment of such amounts at or prior to the time of assignment by any such
Conduit Investor to the Related Alternate Investors, such amount shall be paid by the Alternate Investors (in accordance with their
respective Special Pro Rata Shares) to any such Conduit Investor as additional consideration for the interests assigned to the
Alternate Investors and the amount of the “Net Investment” hereunder held by the Alternate Investors shall be
increased by an amount equal to the additional amount so paid by the Alternate Investors.
(b) Payments to Funding
Agent’s Account. After any assignment in whole by a Conduit Investor to the Related Alternate Investors pursuant to this Agreement
at any time on or after the Conduit Investment Termination Date, all payments to be made hereunder by the SPV or the Master Servicer to
such Conduit Investor shall be made to the Related Funding Agent’s account as such account shall have been designated by such Funding
Agent to the Administrative Agent, the SPV and the Master Servicer
SECTION 3.2 [RESERVED.]
SECTION 3.3 Extension of Commitment Termination Date.
(a) The SPV may, at any time during the
period which is no more than sixty (60) days or less than thirty (30) days immediately preceding the Commitment Termination Date
then in effect, request that such Commitment Termination Date be extended for an additional 364 days. Any such request shall be in
writing, in substantially the form of Exhibit J (an “Extension Request”), and delivered to the
Administrative Agent (which shall be promptly forwarded by the Administrative Agent to each Alternate Investor), and shall be
subject to the following conditions: (i) such extension shall be at each Alternate Investor’s sole and absolute
discretion, including in respect of any extension or renewal fee that may be payable at the time of such extension, (ii) no
Alternate Investor shall have any obligation to extend the Commitment Termination Date at any time, and (iii) any such
extension with respect to any Alternate Investor shall be effective only upon the written agreement of the Administrative Agent,
such Alternate Investor, the SPV and the Master Servicer, as evidenced by their execution of a counterpart signature page to
the applicable Extension Request. Each Alternate Investor will respond to any such request no later than the fifteenth day prior to
the Commitment Termination Date (the “Response Deadline”), provided, that a failure by any Alternate
Investor to respond by the Response Deadline shall be deemed to be a rejection of the requested extension.
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(b) If at any
time the SPV requests that the Alternate Investors extend the Commitment Termination Date in accordance with Section 3.3(a), and
some but less than all the Alternate Investors consent to such renewal as of the applicable Response Deadline, the SPV may arrange for
an assignment to one or more financial institutions of all the rights and obligations hereunder of each such non-consenting Alternate
Investor in accordance with Section 11.8, provided that any such financial institution shall be acceptable to the Related
Funding Agent in its sole and absolute discretion. Any such assignment shall become effective on the then-current Commitment Termination
Date. Each Alternate Investor which does not so consent to any renewal shall cooperate fully with the SPV in effectuating the administrative
details of any such assignment. If none or less than all the Commitments of the non-renewing Alternate Investors are so assigned as provided
above and the aggregate Conduit Investor Percentage of the related Conduit Investors equals 100%, then (i) the extended Commitment
Termination Date shall be effective solely with respect to the renewing Alternate Investors, (ii) the Facility Limit shall automatically
be reduced by an amount equal to the aggregate of the Commitments of all non-renewing Alternate Investors, (iii) the Conduit Funding
Limit of the related Conduit Investors shall automatically be reduced by an amount equal to the aggregate of the Commitments of all non-renewing
Related Alternate Investors, and (iv) this Agreement and the Commitments of the renewing Alternate Investors shall remain in effect
in accordance with their terms notwithstanding the expiration of the Commitments of such non-renewing Alternate Investors.
SECTION 3.4 Increase
to Facility Limit. The SPV may, from time to time upon at least thirty (30) days (or such lesser number of days agreed to by
the Funding Agents) prior written notice, increase the Aggregate Commitment by up to $500,000,000 in the aggregate by
(a) adding a new Purchaser Group and/or (b) causing one or more existing Alternate Investors in one or more Purchaser
Groups to increase its Commitment or their Commitments, as applicable. Each notice of a proposed increase in the Aggregate
Commitment shall specify (i) the proposed date such increase shall become effective, (ii) the proposed amount of such
increase (which amount shall be at least $50,000,000 or an integral multiple of $1,000,000 in excess thereof), and
(iii) whether such proposed increase is proposed to be reflected in the Commitment of an Alternate Investor in a new Purchaser
Group (and the amount of such Commitment) or is requested to be provided by the Alternate Investors in existing Purchaser
Groups (and the aggregate amount requested to be provided by the existing Alternate Investors), or both. If all or any
portion of such proposed increase is to be effectuated by the addition of a new Purchaser Group, then the Investors and the Funding
Agent in such new Purchaser Group shall become parties to this Agreement by executing and delivering to the Administrative Agent,
the Funding Agents, the SPV and the Master Servicer an Assignment and Assumption Agreement (with appropriate deletions of the
assignment provisions) setting forth the Commitment of the Alternate Investor in such new Purchaser Group. If all or a portion of
such increase is proposed to be effectuated by an increase in the Commitment of one or more existing Alternate Investors, then that
portion of such increase shall (i) become effective, if, and only if, one or more Funding Agents (on behalf of the related
Alternate Investors) approves such increase by delivering a written confirmation of such approval to the Administrative Agent, the
Funding Agents and the SPV, setting forth the amount of increase applicable to such Alternate Investor’s Commitment Aggregate
Commitment, and (ii) shall be effective solely with respect to the approving Alternate Investors and solely with respect to the
amount set forth in their related Funding Agents’ written confirmations. Schedule A shall be revised to reflect each increase
in the Aggregate Commitment, the applicable Commitments of the Alternate Investors in the Purchaser Group in connection with such
increase, and other appropriate changes. Nothing contained herein shall constitute a commitment on the part of any Alternate
Investor hereunder to agree to any proposed increase in its Commitment in connection with a proposed increase in the Aggregate
Commitment.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.1 Representations
and Warranties of the SPV and the Master Servicer. Each of the SPV and the Master Servicer represents and warrants to each Funding
Agent, the Administrative Agent and each Investor, as to itself, that, on the Closing Date and on each Investment Date and Reinvestment
Date:
(a) Corporate
Existence and Power. It (i) is a corporation duly organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, (ii) has all corporate power and all licenses, authorizations, consents and approvals of all Official
Bodies required to carry on its business in each jurisdiction in which its business is now and proposed to be conducted (except
where the failure to have any such licenses, authorizations, consents and approvals would not individually or in the aggregate have
a Material Adverse Effect) and (iii) is duly qualified to do business and is in good standing in every other jurisdiction in
which the nature of its business requires it to be so qualified, except where the failure to be so qualified or in good standing
would not have a Material Adverse Effect.
(b) Corporate
and Governmental Authorization; Contravention. The execution, delivery and performance by it of this Agreement and the other
Transaction Documents to which it is a party are (i) within the its corporate powers, (ii) have been duly authorized by
all necessary corporate and shareholder action, (iii) require no action by or in respect of, or filing with, any Official Body
or official thereof (except as contemplated by Sections 5.1(f), 5.1(g) and 7.7, all of which have been (or
as of the Closing Date will have been) duly made and in full force and effect), (iv) do not contravene or constitute a default
under (A) its articles of incorporation or by-laws, (B) any Law applicable to it, except to the extent (solely in the case
of the Master Servicer) that the failure to comply therewith could not, in the aggregate, be expected to have a Material Adverse
Effect or a material adverse effect on the condition (financial or otherwise), business or properties of Arrow and the other
Originators, taken as a whole, (C) any contractual
restriction binding on or affecting it or its property or (D) any order, writ, judgment, award, injunction, decree or other
instrument binding on or affecting it or its property, or (v) result in the creation or imposition of any Adverse Claim upon or
with respect to its property or the property of any of its Subsidiaries (except as contemplated hereby).
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(c) Binding
Effect. Each of this Agreement and the other Transaction Documents to which it is a party has been duly executed and delivered
and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and the application of general
principles of equity (regardless of whether considered in a proceeding at law or in equity).
(d) Perfection.
In the case of the SPV, it is the owner of all of the Receivables and other Affected Assets, free and clear of all Adverse Claims (other
than any Adverse Claim arising hereunder), and upon the making of the initial Investment on the Closing Date and at all times thereafter
until the Final Payout Date, all financing statements and other documents required to be recorded or filed in order to perfect and protect
the first priority perfected ownership or security interest (subject to Permitted Liens) of the Administrative Agent for the benefit of
each Funding Agent on behalf of the related Investors in the Asset Interest against all creditors of and purchasers from the SPV, Arrow
and the other Originators will have been duly filed in each filing office necessary for such purpose and all filing fees and taxes, if
any, payable in connection with such filings shall have been paid in full.
(e) Accuracy
of Information. The information included in the Beneficial Ownership Certification is true and correct in all respects. All other
information heretofore furnished by it (including the Master Servicer Reports and its financial statements) to any Investor, any Funding
Agent or the Administrative Agent for purposes of or in connection with this Agreement or any transaction contemplated hereby was true,
complete and accurate in every material respect, on the date such information is stated or certified, and no such item contains or contained
any untrue statement of a material fact or omits or did omit to state a material fact necessary in order to make the statements contained
therein, in the light of the circumstances under which (and as of the date) they were made, not misleading.
(f) Tax
Status; GAAP Treatment. It has (i) in the case of the SPV, timely filed all tax returns (federal, state and local) required to
be filed and, in the case of the Master Servicer, filed all material tax returns (federal, state and local) required to be filed and (ii) paid
or made adequate provision for the payment of all taxes, assessments and other governmental charges and, solely with respect to the Master
Servicer, other than those which, individually or in the aggregate, would not result in liability in excess of $5,000,000.
(g) Action,
Suits. It is not in violation of any order of Official Body or arbitrator which could not, in the aggregate, be expected to have a
Material Adverse Effect or a material adverse effect on the condition (financial or otherwise), businesses or properties of Arrow and
the other Originators, taken as a whole. Except as set forth in Schedule 4.1(g), there are no actions, suits, litigation or proceedings
pending, or to its knowledge, threatened, against or affecting it or any of its Subsidiaries or their respective properties, in or before
any Official Body or arbitrator which in each case with respect to the Master Servicer or any of its Subsidiaries (other than the SPV),
if adversely determined could have a Material Adverse Effect.
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(h) Use
of Proceeds. In the case of the SPV, no proceeds of any Investment or Reinvestment will be used by it (i) to acquire any security
in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, (ii) to acquire any equity security
of a class which is registered pursuant to Section 12 of such act (iii) for any other purpose that violates applicable Law,
including Regulation U of the Federal Reserve Board, (iv) for the purpose of funding, financing or facilitating any activities, business
or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (v) in a manner that would result in the violation
of any Sanctions applicable to the SPV.
(i) Principal
Place of Business; Chief Executive Office; Location of Records. Its principal place of business, chief executive office and the offices
where it keeps all its material Records, are located at the address(es) described on Schedule 4.1(i) or such other locations
notified to the Administrative Agent in accordance with Section 7.7 in jurisdictions where all action required by Section 7.7
has been taken and completed.
(j) Subsidiaries;
Tradenames, Etc. In the case of the SPV, as of the Closing Date: (i) it has only the Subsidiaries and divisions listed on Schedule
4.1(j); and (ii) it has, within the last five (5) years, operated only under the tradenames identified in Schedule 4.1(j),
and, within the last five (5) years, has not changed its name, the location of its chief executive office, merged with or into or
consolidated with any other Person or been the subject of any proceeding under the Bankruptcy Code, except as disclosed in Schedule
4.1(j). Schedule 4.1(j) also lists the correct Federal Employer Identification Number of the SPV.
(k) Good
Title. In the case of the SPV, upon each Investment and Reinvestment, the Administrative Agent for the benefit of each Funding Agent,
on behalf of the related Investors shall acquire a valid and enforceable perfected first priority ownership interest (subject to Permitted
Liens) or a first priority perfected security interest (subject to Permitted Liens) in each Receivable and all other Affected Assets that
exist on the date of such Investment or Reinvestment, with respect thereto, free and clear of any Adverse Claim (other than that created
by the Administrative Agent, any Funding Agent or any Investor).
(l) Nature
of Receivables. Each Receivable (i) represented by it to be an Eligible Receivable in any Master Servicer Report or (ii) included
in the calculation of the Net Pool Balance in fact satisfies at such time the definition of “Eligible Receivable” set forth
herein and, in the case of clause (ii) above, is not a Receivable of the type described in clauses (b)(i) or (b)(ii) of
the definition of “Net Pool Balance”. It has no knowledge of any fact (including any defaults by the Obligor thereunder on
any other Receivable) that would cause it or should have caused it to expect any payments on such Receivable not to be paid in full when
due or that is reasonably likely to cause or result in any other Material Adverse Effect with respect to such Receivable.
(m) Coverage
Requirement. The sum of the Net Investment, plus the Required Reserves does not exceed the Net Pool Balance.
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(n) Credit
and Collection Policy. Since July 15, 2016, there have been no material changes in the Credit and Collection Policy other than
in accordance with this Agreement. Since such date, no material adverse change has occurred in the overall rate of collection of the Receivables
other than as disclosed in writing to the Administrative Agent and each Funding Agent. It has at all times materially complied with the
Credit and Collection Policy with regard to each Receivable.
(o) Material
Adverse Effect. Since December 31, 2015, there has been no Material Adverse Effect.
(p) No
Termination Event. In the case of the SPV, no event has occurred and is continuing and no condition exists, or would result from any
Investment or Reinvestment or from the application of the proceeds therefrom, which constitutes or may be reasonable be expected to constitute
a Termination Event or a Potential Termination Event. In the case of the Master Servicer, no Master Servicer Default has occurred and
is continuing to exist.
(q) Not
an Investment Company; Volcker Compliance. It is not, and is not controlled by, an “investment company” within
the meaning of the Investment Company Act of 1940, or is exempt from all provisions of such act. The SPV is excluded from the definition
of “investment company” pursuant to Section 3(c)(5) of the Investment Company Act of 1940, among other possible
exclusions or exemptions.
(r) ERISA.
No steps have been taken by any Person to terminate any Pension Plan the assets of which will not be sufficient to satisfy all of its
benefit liabilities (as determined under Title IV of ERISA) on the date of such termination. Neither Arrow, the SPV nor any ERISA Affiliates
of either such Person has incurred any withdrawal liability (which has not been satisfied) under Title IV of ERISA with respect to any
Multiemployer Plan. No contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a lien under Section 303(k) of
ERISA, and each Pension Plan has been administered in all material respects in compliance with its terms and applicable provisions of
ERISA and the Code.
(s) Blocked
Accounts. The names and addresses of all the Blocked Account Banks, together with the account numbers of the Blocked Accounts at such
Blocked Account Banks, are specified in Schedule 4.1(s) (or at such other Blocked Account Banks and/or with such other Blocked
Accounts as have been notified to the Administrative Agent and for which Blocked Account Agreements have been executed in accordance with
Section 7.3 and delivered to the Master Servicer). All Blocked Accounts are subject to Blocked Account Agreements (or will
become subject to a Blocked Account Agreement following the Amendment No. 26 Effective Date as set forth in the definition of “Net
Pool Balance”). All Obligors have been instructed to make payment to a Blocked Account and only Collections are deposited into
the Blocked Accounts, except for other amounts that are withdrawn from such Blocked Accounts within one Business Day of such amounts becoming
available for transfer therefrom.
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(t) Bulk
Sales. In the case of the SPV, no transaction contemplated hereby or by the First Tier Agreement requires compliance with any bulk
sales act or similar law.
(u) Transfers
Under First Tier Agreement. In the case of the SPV, each Receivable has been purchased by it from Arrow pursuant to, and in accordance
with, the terms of the First Tier Agreement. In the case of Arrow, each Receivable has either been originated by Arrow or purchased by
Arrow from an Originator pursuant to, and in accordance with, the terms of the applicable Originator Sale Agreement.
(v) Preference;
Voidability. In the case of the SPV, it shall have given reasonably equivalent value to Arrow in consideration for the transfer to
it of the Affected Assets from Arrow, and each such transfer shall not have been made for or on account of an antecedent debt owed by
Arrow to it and no such transfer is or may be voidable under any section of the Bankruptcy Code.
(w) Nonconsolidation.
The SPV is operated in such a manner that the separate corporate existence of the SPV, on the one hand, and each Originator or any Affiliate
thereof, on the other, would not be disregarded in the event of the bankruptcy or insolvency of any Originator or any Affiliate thereof
and, without limiting the generality of the foregoing:
(i) the
SPV is a limited purpose corporation whose activities are restricted in its certificate of incorporation to activities related to purchasing
or otherwise acquiring receivables (including the Receivables) and related assets and rights and conducting any related or incidental
business or activities it deems necessary or appropriate to carry out its primary purpose, including entering into agreements like the
Transaction Documents;
(ii) the
SPV has not engaged, and does not presently engage, in any activity other than those activities expressly permitted hereunder and under
the other Transaction Documents, nor has the SPV entered into any agreement other than this Agreement, the other Transaction Documents
to which it is a party, and with the prior written consent of the Investors, each Funding Agent and the Administrative Agent, any other
agreement necessary to carry out more effectively the provisions and purposes hereof or thereof;
(iii) (A)
the SPV maintains its own deposit account or accounts, separate from those of any of its Affiliates, with commercial banking institutions,
(B) the funds of the SPV are not and have not been diverted to any other Person or for other than the corporate use of the SPV and (C)
except as may be expressly permitted by this Agreement, the funds of the SPV are not and have not been commingled with those of any of
its Affiliates;
(iv) to
the extent that the SPV contracts or does business with vendors or service providers where the goods and services provided are
partially for the benefit of any other Person, the costs incurred in so doing are fairly allocated to or among the SPV and such entities
for whose benefit the goods and services are provided, and each of the SPV and each such
entity bears its fair share of such costs; and all material transactions between the SPV and any of its Affiliates shall be only on an
arm’s-length basis;
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(v) the
SPV maintains stationery through which all business correspondence and communication are conducted, in each case separate from those
of each Originator and its respective Affiliates;
(vi) the
SPV conducts its affairs strictly in accordance with its certificate of incorporation and observes all necessary, appropriate and customary
corporate formalities, including (A) holding all regular and special stockholders’ and directors’ meetings appropriate to
authorize all corporate action (which, in the case of regular stockholders’ and directors’ meetings, are held at least annually),
(B) keeping separate and accurate minutes of such meetings, (C) passing all resolutions or consents necessary to authorize actions taken
or to be taken, and (D) maintaining accurate and separate books, records and accounts, including intercompany transaction accounts;
(vii) all
decisions with respect to its business and daily operations are independently made by the SPV (although the officer making any particular
decision may also be an employee, officer or director of an Affiliate of the SPV) and are not dictated by any Affiliate of the SPV (it
being understood that the Master Servicer, which is an Affiliate of the SPV, will undertake and perform all of the operations, functions
and obligations of it set forth herein and it may appoint Sub-Servicers, which may be Affiliates of the SPV, to perform certain of such
operations, functions and obligations);
(viii) the
SPV acts solely in its own corporate name and through its own authorized officers and agents, and no Affiliate of the SPV shall be appointed
to act as its agent, except as expressly contemplated by this Agreement;
(ix) no
Affiliate of the SPV advances funds to the SPV, other than as is otherwise provided herein or in the other Transaction Documents,
and no Affiliate of the SPV otherwise supplies funds to, or guaranties debts of, the SPV; provided, however, that an Affiliate
of the SPV may provide funds to the SPV in connection with the capitalization of the SPV;
(x) other
than organizational expenses and as expressly provided in the Transaction Documents, the SPV pays all expenses, indebtedness and
other obligations incurred by it;
(xi) the
SPV does not guarantee, and is not otherwise liable, with respect to any obligation of any of its Affiliates;
(xii) any
financial reports required of the SPV comply with generally accepted accounting principles and are issued separately from, but may be
consolidated with, any reports prepared for any of its Affiliates;
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(xiii) at
all times the SPV is adequately capitalized to engage in the transactions contemplated in its certificate of incorporation;
(xiv) the
financial statements and books and records of the SPV and Arrow reflect the separate corporate existence of the SPV;
(xv) the
SPV does not act as agent for any Originator or any Affiliate thereof, but instead presents itself to the public as a corporation separate
from each such member and independently engaged in the business of purchasing and financing Receivables;
(xvi) the
SPV maintains a three-person board of directors, including at least one independent director, who has never been, and shall at no time
be a stockholder, director, officer, employee or associate, or any relative of the foregoing, of any Originator or any Affiliate thereof
(other than the SPV and any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or facilitating
the securitization of, financial assets of any Originator or any Affiliate thereof), all as provided in its certificate or articles
of incorporation, and is otherwise reasonably acceptable to the Investors, the Funding Agents and the Administrative Agent; and
(xvii) the
bylaws or the certificate or articles of incorporation of the SPV require the affirmative vote of the independent director before a voluntary
petition under Section 301 of the Bankruptcy Code may be filed by the SPV, and the SPV to maintain correct and complete books and records
of account and minutes of the meetings and other proceedings of its stockholders and board of directors.
(x) Dilution.
In the case of the Master Servicer, upon the issuance of a Credit Memo relating to a specific Receivable, the amount of such Credit Memo
is applied against such Receivable, and the Unpaid Balance of such Receivable is aged in accordance with the original due date of such
Receivable.
(y) Representations
and Warranties in other Related Documents. In the case of the SPV, each of the representations and warranties made by it contained
in the Transaction Documents (other than this Agreement) was true, complete and correct in all respects and it hereby makes, as of the
date that such representation or warranty was made or deemed made, each such representation and warranty to, and for the benefit of,
each Funding Agent, the Administrative Agent and the Investors as if the same were set forth in full herein.
(z) No
Master Servicer Default. In the case of the Master Servicer, no event has occurred and is continuing and no condition exists, or
would result from a purchase in respect of any Investment or Reinvestment or from the application of the proceeds therefrom, which constitutes
or may reasonably be expected to constitute a Master Servicer Default.
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(aa) Identity
and Location. (i) Set forth below is a complete, correct and current list of the SPV and all of the Originators, (ii) the legal name
of each such entity is correctly set forth below, and such name is the name that appears in the articles of incorporation or other applicable
formation documents filed in its jurisdiction of organization, and (iii) the jurisdiction of organization of each such entity is set
forth opposite the name of such entity below and such entity is organized solely under the laws of such jurisdiction.
SPV/Originator
Jurisdiction
of Organization
Arrow
Electronics Funding Corporation
Delaware
Arrow
Electronics, Inc.
New
York
Arrow
Enterprise Computing Solutions, Inc.
Delaware
Richardson
RFPD, Inc.
Delaware
(bb) Anti-Corruption
Laws and Sanctions. Arrow has implemented and maintains in effect policies and procedures designed to ensure compliance by Arrow,
any Person that is an Affiliate of Arrow under the definition of Affiliate, its Subsidiaries and their respective directors, officers,
employees and, to the extent commercially reasonable, agents with Anti-Corruption Laws and applicable Sanctions. Arrow, its Affiliates,
its Subsidiaries and their respective officers and employees and, to the knowledge of Arrow, its directors, advisors and agents, are
in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Arrow, any Affiliate, or any Subsidiary
or, to the knowledge of Arrow, any of their respective directors, officers or employees, or (b) to the knowledge of Arrow, any advisor
or agent of Arrow, any Affiliate or any subsidiary that will act in any capacity with or benefit from the facility established hereby
(i) is a Sanctioned Person; (ii) is controlled by or is acting on behalf of a Sanctioned Person; (iii) to its knowledge is under investigation
for an alleged breach of Sanction(s) by an Official Body that enforces Sanctions; or (iv) will fund any payment of Aggregate Unpaids
with proceeds derived from any transaction that would be prohibited by Sanctions. The transactions contemplated by this Agreement will
not violate Anti-Corruption Laws or applicable Sanctions.
(cc) Risk
Retention. On each Investment Date, Arrow owns a material net economic interest in the Receivables of not less than 5% of the Unpaid
Balance of the Receivables in accordance with Article 405 of CRR.
SECTION 4.2 Additional
Representations and Warranties of the Master Servicer. The Master Servicer represents and warrants on the Closing Date and on each
Investment Date and Reinvestment Date to each Funding Agent, to the Administrative Agent and the Investors, which representation and
warranty shall survive the execution and delivery of this Agreement, that each of the representations and warranties of the Master Servicer
(whether made by the Master Servicer in its capacity as an Originator or as the Master Servicer) contained in any Transaction Document
(other than this Agreement) was true, complete and correct as of the date made or deemed made and, if made by the Master Servicer in
its capacity as an Originator, applies with equal force to the Master Servicer in its capacity as Master Servicer, and the Master Servicer
hereby so makes each such representation and warranty to, and for the benefit of, each Funding Agent, the Administrative Agent and the
Investors as if the same were set forth in full herein.
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ARTICLE V
CONDITIONS PRECEDENT
SECTION 5.1 Conditions Precedent to
Closing. The occurrence of the Closing Date and the effectiveness of the Commitments hereunder shall be subject to the conditions
precedent that (i) the SPV or Arrow shall have paid in full (A) all amounts required to be paid by either of them on or prior to
the Closing Date pursuant to the Fee Letter or otherwise hereunder and (B) the fees and expenses described in clause (i) of Section
9.4(a) and invoiced prior to the Closing Date, and (ii) the Administrative Agent shall
have received, sufficient original (unless otherwise indicated) copies for itself and each of the Investors and the Administrative Agent’s
counsel, of each of the following documents, each in form and substance satisfactory to the Administrative Agent and each Funding Agent.
(a) A
duly executed counterpart of this Agreement, the First Tier Agreement, the Fee Letter and each of the other Transaction Documents executed
by the Originators, the SPV and the Master Servicer, as applicable.
(b) A
certificate, substantially in the form of Exhibit G, of the secretary or assistant secretary of the SPV, certifying and (in the
case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things:
(i) the
articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of the
SPV (certified by the Secretary of State or other similar official of the SPV’s jurisdiction of incorporation or organization,
as applicable, as of a recent date);
(ii)
the by-laws of the SPV;
(iii)
resolutions of the board of directors or other governing body of the of the SPV authorizing the execution, delivery and performance
by the SPV of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by the SPV hereunder or thereunder
and all other documents evidencing necessary corporate action (including shareholder consents) and government approvals, if any; and
(iv) the
incumbency, authority and signature of each officer of the SPV executing the Transaction Documents or any certificates or other documents
delivered hereunder or thereunder on behalf of the SPV.
(c) A
certificate, substantially in the form of Exhibit H of the secretary or assistant secretary of each Originator and the Master
Servicer certifying and (in the case of clauses (i) through (iii) below) attaching as exhibits thereto, among other things:
(i) the
articles of incorporation, charter or other organizing document (including a limited liability company agreement, if applicable) of such
Originator or Master Servicer (certified by the Secretary of State or other similar official of its jurisdiction of incorporation or
organization, as applicable, as of a recent date);
44
(ii)
the by-laws of such Originator or the Master Servicer;
(iii)
resolutions of the board of directors or other governing body of such Originator or the Master Servicer authorizing the execution,
delivery and performance by it of this Agreement, the First Tier Agreement and the other Transaction Documents to be delivered by it
hereunder or thereunder and all other documents evidencing necessary corporate action (including shareholder consents) and government
approvals, if any; and
(iv) the
incumbency, authority and signature of each officer of such Originator or the Master Servicer executing the Transaction Documents or
any certificates or other documents delivered hereunder or thereunder on its behalf.
(d) A
good standing certificate for the SPV issued by the Secretary of State or a similar official of the SPV’s jurisdiction of incorporation
or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries of State or other
similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this Agreement and the
other Transaction Documents, in each case, dated as of a recent date.
(e) A
good standing certificate for each Originator and the Master Servicer issued by the Secretary of State or a similar official of its jurisdiction
of incorporation or organization, as applicable, and certificates of qualification as a foreign corporation issued by the Secretaries
of State or other similar officials of each jurisdiction where such qualification is material to the transactions contemplated by this
Agreement and the other Transaction Documents, in each case, dated as of a recent date.
(f) Acknowledgment
copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming the SPV, as debtor, in favor
of the Administrative Agent, as secured party, for the benefit of the Investors or other similar instruments or documents as may be necessary
or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions or any comparable law
to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected Assets.
(g) Acknowledgment
copies of proper financing statements (Form UCC-1), filed on or before the initial Investment Date naming Arrow, as debtor, in favor
of the SPV, as secured party and Administrative Agent for the benefit of the Investors, assignee or other similar instruments or documents
as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC of all appropriate jurisdictions
or any comparable law to perfect the Administrative Agent’s ownership or security interest in all Receivables and the other Affected
Assets.
(h) Acknowledgment
copies of proper financing statements (Form UCC-1) filed on or before the initial Investment Date naming the applicable Originator, as
the debtor, in favor of Arrow, as secured party, and the Administrative Agent, for the benefit of the Investors, as assignee, or other
similar instruments or documents as may be necessary or in the reasonable opinion of the Administrative Agent desirable under the UCC
of all appropriate jurisdictions or any comparable law to perfect the SPV’s ownership interest in all Receivables and the other
Affected Assets.
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(i) Copies
of proper financing statements (Form UCC-3), if any, filed on or before the initial Investment Date necessary to terminate all security
interests and other rights of any Person in Receivables or the other Affected Assets previously granted by SPV.
(j) Copies
of proper financing statements (Form UCC-3) or appropriate acknowledgments, waivers or consents, if any, filed or obtained on or before
the initial Investment Date necessary to terminate all security interests and other rights of any Person in Receivables or the other
Affected Assets previously granted by any Originator.
(k) Certified
copies of requests for information or copies (Form UCC-11) (or a similar search report certified by parties acceptable to the Administrative
Agent) dated a date reasonably near the date of the initial Investment listing all effective financing statements which name the SPV
or an Originator (under their respective present names and any previous names) as debtor and which are filed in jurisdictions in which
the filings were made pursuant to clauses (f) or (g) above and such other jurisdictions where the Administrative Agent may reasonably
request together with copies of such financing statements (none of which shall cover any Receivables, other Affected Assets or Contracts),
and similar search reports with respect to federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions,
showing no such liens on any of the Receivables, other Affected Assets or Contracts.
(l) Executed
copies of the Blocked Account Agreements relating to each of the Blocked Accounts.
(m) A
favorable opinion of Milbank, Tweed, Hadley & McCloy LLP, (i) special counsel to the SPV, the Master Servicer and the Originators,
substantially in the form set forth in Exhibit I-2, including the time period over which UCC financing statements filed in all appropriate
jurisdictions remain effective and as to such other matters as any Funding Agent may reasonably request, (ii) a favorable opinion of
Davies, Ward, Phillips & Vineberg LLP, special counsel to the SPV, the Master Servicer and the Originator, substantially in the form
set forth in Exhibit I-3, and (iii) a favorable opinion of Robert E. Klatell, counsel to the SPV, the Master Servicer and certain Originators
substantially in the form set forth in Exhibit I-1.
(n) A
favorable opinion of Milbank, Tweed, Hadley & McCloy LLP, special counsel to the SPV, the Master Servicer and the Originators, covering
certain bankruptcy and insolvency matters in form and substance satisfactory to the Administrative Agent, Administrative Agent’s
counsel and each Funding Agent.
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(o) A
listing in form reasonably acceptable to the Administrative Agent setting forth all Receivables and the Unpaid Balances thereon as of
March 2, 2001 and such other information as the Administrative Agent may reasonably request.
(p) Satisfactory
results of a review and audit by the Administrative Agent and each Investor (including discussions with the Originators’ independent
accountants) of the Originators’ collection, operating and reporting systems, Credit and Collection Policy, historical receivables
data and accounts, including satisfactory results of a review of the Originators’ operating location(s) and satisfactory review
and approval of the Eligible Receivables in existence on the date of the initial purchase under the First Tier Agreement and a written
outside audit report of a nationally-recognized accounting firm as to such matters.
(q) A
Master Servicer Report as of March 2, 2001 showing the calculation of the Net Investment and Required Reserves after giving effect to
the initial Investment.
(r) Evidence
of the appointment of Arrow as agent for process as required by Section 11.4(c).
(s) Evidence
that each of the Collection Account and the Funding Account required to be established hereunder has been established.
(t) To
the extent required by each Conduit Investor’s commercial paper program documents, a letter from the applicable rating agencies
confirming that such Conduit Investor’s participation in the transaction contemplated by this Agreement will not result in the
withdrawal or downgrading of the rating of such Conduit Investor’s commercial paper.
(u) Such
other approvals, documents, instruments, certificates and opinions as the Administrative Agent, any Funding Agent or any Investor, may
reasonably request.
SECTION 5.2 Conditions
Precedent to All Investments and Reinvestments. Each Investment and Reinvestment hereunder (including the initial Investment) shall
be subject to the conditions precedent that (i) the Closing Date shall have occurred, (ii) the Administrative Agent shall have received
such approvals, documents, instruments, certificates and opinions as the Administrative Agent may reasonably request, and (iii) on the
date of such Investment or Reinvestment the following statements shall be true (and the SPV by accepting the amount of such Investment
or Reinvestment shall be deemed to have certified that):
(a) The
representations and warranties contained in Sections 4.1 and 4.2 are true, complete and correct on and as of such day as
though made on and as of such day and shall be deemed to have been made on such day;
(b) In
the case of a Reinvestment, the amount of the Reinvestment will not exceed the amount available therefor under Section 2.12, and
in the case of an Investment, the amount of such Investment will not exceed the amount available therefor under Section 2.2 and
after giving effect thereto, the sum of the Net Investment and Required Reserves will not exceed the Net Pool Balance;
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(c) In
the case of an Investment, the Administrative Agent shall have received an Investment Request, appropriately completed, within the time
period required by Section 2.3;
(d) In
the case of an Investment, the Administrative Agent shall have received a Master Servicer Report (i) at any time other than during the
occurrence and continuance of an Arrow Level 1 Rating Event, dated no more than five (5) days prior to the proposed Investment Date,
and (ii) at any time during the occurrence and continuance of an Arrow Level 1 Rating Event, dated no later than the last Business Day
of the week immediately prior to the week of such proposed Investment Date, provided, however, that upon and after the
occurrence of an Arrow Level 2 Rating Event, such Master Servicer Report shall be dated no later than the Business Day immediately prior
to such proposed Investment Date, and in each such case, the information contained in Master Servicer Report shall be true, complete
and correct; and
(e)
No Termination Event or Potential Termination Event has occurred and is continuing.
ARTICLE VI
COVENANTS
SECTION 6.1 Affirmative
Covenants of the SPV and Master Servicer. At all times from the date hereof to the Final Payout Date, unless the Majority Investors
shall otherwise consent in writing:
(a) Reporting
Requirements. The SPV shall maintain, for itself and each of its Subsidiaries, a system of accounting established and administered
in accordance with GAAP, and furnish to the Administrative Agent who shall in turn promptly forward each of the reports outlined below
to each of the Investors:
(i) Annual
Reporting. Within one hundred twenty (120) days after the close of the SPV’s and Arrow’s fiscal years, (A) financial
statements, audited by a nationally-recognized accounting firm in accordance with GAAP on a consolidated basis for Arrow and its consolidated
Subsidiaries, in each case, including balance sheets as of the end of such period, related statements of operations, shareholder’s
equity and cash flows, accompanied by an unqualified audit report certified by independent certified public accountants (without a “going
concern” or like qualification or exception and without any qualifications or exception as to the scope of the audit), acceptable
to the Administrative Agent, prepared in accordance with GAAP, and (B) unaudited financial statements of the SPV, to include balance
sheets as of the end of such period and the related statements of operations, prepared in accordance with GAAP and certified by an officer
of the SPV, provided that in lieu of furnishing such financial statements of Arrow and its consolidated Subsidiaries, it may furnish
to the Administrative Agent Arrow’s Form 10-K filed with the Securities and Exchange Commission.
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(ii) Quarterly
Reporting. Within sixty (60) days after the close of the first three quarterly periods of each of the SPV’s and Arrow’s
fiscal years, for (A) Arrow and its consolidated Subsidiaries, consolidated unaudited balance sheets as at the close of each such period
and consolidated related statements of operations, shareholder’s equity and cash flows for the period from the beginning of such
fiscal year to the end of such quarter, all certified by its chief financial officer, and (B) unaudited
financial statements of the SPV, to include balance sheets as of the end of such period and the related statements of operations, prepared
in accordance with GAAP and certified by an officer of the SPV, provided that in lieu of furnishing such unaudited consolidated
balance sheet of Arrow and its consolidated Subsidiaries, it may furnish to the Administrative Agent Arrow’s Form 10-Q filed with
the Securities and Exchange Commission.
(iii) Compliance
Certificate. Together with the financial statements required hereunder, a compliance certificate signed by the SPV’s or Arrow’s,
as applicable, chief financial officer stating that (A) the attached financial statements have been prepared in accordance with GAAP
and accurately reflect the financial condition of the SPV or Arrow and its consolidated Subsidiaries as applicable and (B)
to the best of such Person’s knowledge, no Termination Event or Potential Termination Event exists, or if any Termination
Event or Potential Termination Event exists, stating the nature and status thereof and showing the computation of, and showing compliance
with, the financial ratio set forth in Section 8.1(p) and 8.1(o).
(iv) Shareholders
Statements and Reports. Promptly upon the furnishing thereof to the shareholders of the SPV, Arrow or any Originator, copies of all
financial statements, reports and proxy statements so furnished.
(v) SEC
Filings. Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular
reports which Arrow or any Subsidiary of Arrow files (or causes to be filed) with the Securities and Exchange Commission.
(vi) Notice
of Termination Events or Potential Termination Events; Etc. (A) As soon as possible and in any event within two (2) Business Days
after the SPV or the Master Servicer obtains knowledge of each and any Termination Event or Potential Termination Event, a statement
of the chief financial officer or chief accounting officer of the SPV setting forth details of such Termination Event or Potential Termination
Event and the action which the SPV proposes to take with respect thereto, which information shall be updated promptly from time to time;
(B) promptly after the SPV obtains knowledge thereof, notice of any litigation, investigation or proceeding that may exist at any time
between the SPV and any Person that may result in a Material Adverse Effect or any litigation or proceeding relating to any Transaction
Document; and (C) promptly after the occurrence thereof, notice of a Material Adverse Effect.
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(vii) Change
in Credit and Collection Policy and Debt Ratings. Within ten (10) Business Days after the date of any material change in or amendment
to the Credit and Collection Policy is made, a copy of such change in or amendment to the Credit and Collection Policy then in effect
indicating such change or amendment. Within five (5) days after the date of any change in Arrow’s public or private debt ratings,
if any, a written certification of Arrow’s public and private debt ratings after giving effect to any such change.
(viii) Credit
and Collection Policy. Within ninety (90) days after the close of each of Arrow’s and the SPV’s fiscal years, a complete
copy of the Credit and Collection Policy then in effect, if requested by the Administrative Agent.
(ix) ERISA.
Promptly after the filing, giving or receiving thereof, copies of all reports and notices with respect to any Reportable Event pertaining
to any Pension Plan and copies of any notice by any Person of its intent to terminate any Pension Plan or any notice received by any
Person regarding withdrawal liability from any Multiemployer Plan, and promptly upon the occurrence thereof, written notice of any contribution
failure with respect to any Pension Plan sufficient to give rise to a lien under Section 303(k) of ERISA.
(x) Change
in Accountants or Accounting Policy. Promptly, notice of any change in the accountants or any material change in the accounting policy
of either the SPV, Arrow or any Originator.
(xi) Modification
of Systems. The Master Servicer agrees, promptly after the replacement or any material modification of any computer, automation or
other operating systems (in respect of hardware or software) used to perform its services as Master Servicer or to make any calculations
or report hereunder or otherwise relating to the Receivables, to give notice of any such replacement or modification to the Administrative
Agent to the extent such replacement or material modification could be expected to have a Material Adverse Effect.
(xii) Litigation.
As soon as possible, and in any event within ten Business Days of the Master Servicer’s knowledge thereof, the Master Servicer
shall give the Administrative Agent and Funding Agents notice of (i) any litigation, investigation or proceedings against the SPV which
may exist at any time, and (ii) any material adverse development in any such previously disclosed litigation. No notices, waivers or
communications in respect of the matters disclosed pursuant to the preceding sentence shall be required except that the Master Servicer
shall give the Administrative Agent and each Funding Agent prompt notice of any final court decisions, at the trial level or on appeal,
whether favorable or adverse, and if any judgments are rendered against the Master Servicer in respect of such matters, the amount and
terms of such judgment and provisions which the Master Servicer has made to pay such judgments.
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(xiii) Other
Information. Such other information (including non-financial information) as the Administrative Agent, any Funding Agent or any Investor
may from time to time reasonably request with respect to any Originator or the SPV.
(b) Conduct
of Business; Ownership. (i) Each of the SPV and the Master Servicer shall, and the Master Servicer shall cause each of its Subsidiaries
which are Originators to, carry on and conduct its business in substantially the same manner and in substantially the same fields of
enterprise as it is presently conducted and do all things necessary to remain duly organized and validly existing as a domestic corporation
in its jurisdiction of incorporation. The SPV shall at all times be a wholly-owned Subsidiary of Arrow.
(ii) Each
of the SPV and the Master Servicer shall, and the Master Servicer shall cause each of its Subsidiaries which are Originators to, do all
things necessary to remain in good standing as a domestic corporation in its jurisdiction of incorporation and maintain all requisite
authority to conduct its business in each jurisdiction in which its business is conducted.
(c) Compliance
with Laws, Etc. Each of the SPV and the Master Servicer shall, and the Master Servicer shall cause each of its Subsidiaries to, comply
with all Laws to which it or its respective properties may be subject and preserve and maintain its corporate existence, rights, franchises,
qualifications and privileges except to the extent that the failure to comply therewith would not be expected to have a Material Adverse
Effect or a material adverse effect on the condition (financial or otherwise), business or properties of Arrow and the other Originators,
taken as a whole. Arrow shall maintain in effect and enforce policies and procedures designed to ensure compliance by Arrow, any Person
that is an Affiliate of Arrow, its Subsidiaries and their respective directors, officers, employees and, to the extent commercially reasonable,
agents with Anti-Corruption Laws and applicable Sanctions. Each of the SPV and the Master Servicer shall ensure it does not use any of
the proceeds relating to this Agreement or the First Tier Agreement in violation of any Anti-Corruption Laws or applicable Sanctions.
(d) Furnishing
of Information and Inspection of Records. Each of the SPV and the Master Servicer shall furnish to the Administrative Agent from
time to time such information with respect to the Affected Assets as the Administrative Agent may reasonably request, including listings
identifying the Obligor and the Unpaid Balance for each Receivable. Each of the SPV and the Master Servicer shall, at any time and from
time to time during regular business hours, as reasonably requested by the Administrative Agent, permit the Administrative Agent, any
Funding Agent or any Investor, or their respective agents or representatives, (i) to examine and make copies of and take abstracts from
all books, records and documents (including computer tapes and disks) relating to the Receivables or other Affected Assets, including
the related Contracts and (ii) to visit the offices and properties of the SPV, the Originators or the Master Servicer, as applicable,
for the purpose of examining such materials described in clause (i), and to discuss matters relating to the Affected Assets or the SPV’s,
the Originators’ or the Master Servicer’s performance hereunder, under the Contracts and under the other Transaction Documents
to which such Person is a party with any of the officers, directors, employees or independent public accountants of the SPV, the Originators
or the Master Servicer, as applicable, having knowledge of such matters.
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(e) Keeping
of Records and Books of Account. Each of the SPV and the Master Servicer shall maintain and implement administrative and operating
procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of
the originals thereof), and keep and maintain, all documents, books, computer tapes, disks, records and other information reasonably
necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each new
Receivable and all Collections of and adjustments to each existing Receivable). Each of the SPV and the Master Servicer shall give the
Administrative Agent and each Funding Agent prompt notice of any material change in its administrative and operating procedures referred
to in the previous sentence.
(f) Performance
and Compliance with Receivables and Contracts and Credit and Collection Policy. Each of the SPV and the Master Servicer shall, (i)
at its own expense, timely and fully perform and comply with all material provisions, covenants and other promises required to be observed
by it under the Contracts related to the Receivables; and (ii) timely and fully comply in all material respects with the Credit and Collection
Policy in regard to each Receivable and the related Contract.
(g) Notice
of Administrative Agent’s Interest. In the event that the SPV or any Originator shall sell or otherwise transfer any interest
in accounts receivable or any other financial assets (other than as contemplated by the Transaction Documents), any computer tapes or
files or other documents or instruments which contain information with respect to the Receivables and which is provided by the Master
Servicer in connection with any such sale or transfer shall disclose the SPV’s ownership of the Receivables and the Administrative
Agent’s interest therein.
(h) Collections.
Each of the SPV and the Master Servicer shall instruct all Obligors to cause all Collections to be deposited directly to a Blocked Account
or to post office boxes to which only Blocked Account Banks have access and shall cause all items and amounts relating to such Collections
received in such post office boxes to be removed and deposited into a Blocked Account on a daily basis.
(i) Collections
Received. Each of the SPV and the Master Servicer shall hold in trust, and deposit, immediately, but in any event not later than
one Business Day of its receipt thereof, to a Blocked Account or, if required by Section 2.9, to the Collection Account, all Collections
received by it from time to time.
(j) Blocked
Accounts. Each Blocked Account shall at all times be subject to a Blocked Account Agreement (or will become subject to a Blocked
Account Agreement following the Amendment No. 26 Effective Date as set forth in the definition of “Net Pool Balance”). Upon
and after the occurrence of an Arrow Level 2 Rating Event, the SPV and the Master Servicer shall promptly, but in no event more than
thirty (30) days following the occurrence of such an Arrow Level 2 Rating Event, instruct all Obligors with respect to outstanding Receivables
which have been identified and released pursuant to clause (b) of the definition of “Receivable” to make payments with respect
to such released Receivables to an account other than a Blocked Account and shall use reasonable efforts to ensure Obligor compliance
with such instruction.
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(k)
[RESERVED].
(l) Separate
Business; Nonconsolidation. The SPV shall not (i) engage in any business not permitted by its articles of incorporation or by-laws
as in effect on the Closing Date or (ii) conduct its business or act in any other manner which is inconsistent with Section 4.1(w). The
officers and directors of the SPV (as appropriate) shall make decisions with respect to the business and daily operations of the SPV
independent of and not dictated by Arrow or any other controlling Person.
(m) Corporate
Documents. The SPV shall only amend, alter, change or repeal its articles of incorporation with the prior written consent of the
Majority Investors.
(n) Change
in Accountants or Accounting Policies. The Master Servicer shall promptly notify the Administrative Agent of any change in its accountants
or any material change in its accounting policy.
(o) Ownership
Interest, Etc. The SPV shall, at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable
ownership or security interest in the Receivables, the Related Security and proceeds with respect thereto, and a first priority perfected
security interest (subject to Permitted Liens) in the Affected Assets, in each case free and clear of any Adverse Claim (other than that
created or imposed by the Administrative Agent, any Funding Agent or any Investor), in favor of the Administrative Agent, on behalf of
the Funding Agents, for the benefit of the Investors, including taking such action to perfect, protect or more fully evidence the interest
of the Administrative Agent, as the Administrative Agent may reasonably request.
(p) Enforcement
of First Tier Agreement. The SPV, on its own behalf and on behalf of the Administrative Agent, each Funding Agent and each Investor,
shall promptly enforce all covenants and obligations of Arrow contained in the First Tier Agreement and shall cause the enforcement (to
the extent of the SPV’s rights under the First Tier Agreement) of all commitments and obligations of Arrow and the other Originators
contained in the Originator Sale Agreements (it being agreed that the Administrative Agent, on behalf of the Funding Agents for the benefit
of the Investors, shall be entitled to enforce such rights against Arrow if the SPV does not enforce such rights following notice from
the Administrative Agent). The SPV shall deliver consents, approvals, directions, notices, waivers and take such other actions available
to it as a party under the First Tier Agreement as may be directed by the Administrative Agent acting at the direction of the Majority
Investors.
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(q) Financial
Covenant. The SPV shall maintain at all times a Tangible Net Worth greater than $1.00.
(r) Risk
Retention. On any date on or prior to the Commitment Termination Date on which the Net Investment is greater than zero (1) Arrow,
in its capacity as an “originator” under the CRR shall own the equity interests in the SPV; (2) Arrow shall own a
material net economic interest in the Receivables of not less than 5% of the aggregate Unpaid Balance of the Receivables in accordance
with Articles 404-410 of the Capital Requirements Regulation No. 575/2013 of the European Parliament and of the Council of 26 June 2013
and any related guidelines and regulatory technical standards or implementing technical standards published by the European Banking Authority
and adopted by the European Commission (as amended, “CRR”); (3) Arrow shall not enter into any credit risk mitigation,
short positions or any other hedges with respect to the equity interests or the Affected Assets, except to the extent permitted under
Article 405 of the CRR; (4) in each Master Servicer Report, Arrow shall represent (a) that it continues to own such material net economic
interest in accordance with CRR and (b) that no credit risk mitigation, short positions or any other hedges with respect to such material
net economic interest have been entered into, except to the extent permitted under Article 405 of the CRR; and (5) Arrow shall provide
to any Investor which is subject to CRR all information which such Investor would reasonably require in order for such Investor to comply
with its obligations under Article 405 of the CRR.
(s) Rating
Confirmation. Upon written request of any Funding Agent(s), such Funding Agent shall (at such Funding Agent’s expense (including
reasonable legal expenses of the Master Servicer, up to $5,000) and with the reasonable cooperation of the Master Servicer), obtain a
rating, in form satisfactory to the requesting Funding Agent, of the facility contemplated by this Agreement (the “External
Rating”) from S&P, Moody’s, Fitch or another nationally-recognized rating agency reasonably acceptable to the requesting
Funding Agent within sixty (60) days from the date of such written request, at least equal to the implied rating of “A” established
by the Administrative Agent as of the Renewal Date (the “Implied Rating”). Except as set forth in the next succeeding
paragraph or if any change in Law or any change in regulatory guidelines by any Official Body requires an additional External Rating,
once the External Rating has been obtained, no Funding Agent may request another External Rating hereunder. If the External Rating is
less than the Implied Rating, then the Master Servicer may effect a Ratings Cure (as defined below). The Master Servicer may effect only
one such Ratings Cure prior to obtaining an External Rating that is equal to or better than the Implied Rating. A “Ratings Cure”
means the satisfaction by the Master Servicer of each of the following conditions: (i) promptly
following receipt of the External Rating, the Master Servicer notifies the Administrative Agent of its intention to effect a Ratings
Cure, (ii) the Master Servicer takes, or causes the SPV to take, any actions permitted under this Agreement and the First Tier Agreement
that Master Servicer reasonably believes would improve the rating of the facility contemplated by this Agreement and (iii) within thirty
(30) days following receipt of the External Rating, obtains a new external rating of the facility contemplated by this Agreement from
the rating agency that provided the External Rating (or, with the Administrative Agent’s consent, from another nationally-recognized
rating agency) and such new rating is at least equal to the Implied Rating.
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(t) Regulation
W Compliance. The SPV agrees to respond promptly to any reasonable requests for information related to its use of proceeds relating
to this Agreement or the First Tier Agreement to the extent required by any Investor or Funding Agent in connection with such Investor’s
or Funding Agent’s determination of its compliance with Section 23A of the Federal Reserve Act (12 U.S.C. § 371c) and the
Federal Reserve Board’s Regulation W (12 C.F.R. Part 223). The SPV shall not to its actual knowledge use the proceeds of any Investment
hereunder to purchase any asset or securities from any Investor’s or Funding Agent’s “affiliate” as such term
is defined in 12 C.F.R. Part 223. In connection with each Investment Request hereunder, the SPV shall be deemed to have represented and
warranted to the Administrative Agent on the related Investment Date that, to its actual knowledge, the proceeds of such Investment will
not be used by the SPV to, directly or indirectly, either (x) purchase any asset or securities from any Investor’s or Funding Agent’s
“affiliate” as such term is defined in 12 C.F.R. Part 223 or (y)
invest in any fund sponsored by an Investor, Funding Agent or Affiliate thereof.
(u) Know
Your Customer Requirements. Promptly following any request therefor, the SPV, the initial Master Servicer and each Originator shall
provide such information and documentation reasonably requested by the Administrative Agent, any Funding Agent or any Investor for purposes
of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation
or other applicable anti-money laundering laws.
SECTION 6.2 Negative
Covenants of the SPV and Master Servicer. At all times from the date hereof to the Final Payout Date, unless the Majority Investors
shall otherwise consent in writing:
(a) No
Sales, Liens, Etc. (i) Except as otherwise contemplated herein and in the First Tier Agreement, neither the SPV nor the Master Servicer
shall, nor shall either of them permit any of its respective Subsidiaries to, sell, assign (by operation of law or otherwise) or otherwise
dispose of, or create or suffer to exist any Adverse Claim upon (or the filing of any financing statement) or with respect to (A) any
of the Affected Assets, or (B) any inventory or goods, the sale of which may give rise to a Receivable, or assign any right to receive
income in respect thereof and (ii) the SPV shall not issue any security to, or sell, transfer or otherwise dispose of any of its property
or other assets (including the property sold to it by Arrow under Section 2.1 of the First Tier Agreement) to, any Person other than
an Affiliate (which Affiliate is not a special purpose entity organized for the sole purpose of issuing asset backed securities) or except
as otherwise expressly provided for in the Transaction Documents.
(b) No
Extension or Amendment of Receivables. Except as otherwise permitted in Section 7.2, neither the SPV nor the Master Servicer shall
extend, amend or otherwise modify the terms of any Receivable, or amend, modify or waive any term or condition of any Contract related
thereto.
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(c) No
Change in Business or Credit and Collection Policy. Neither the SPV nor the Master Servicer shall make any change in the character
of its business or in the Credit and Collection Policy, which change would, in either case, impair the collectibility of any Receivable
or otherwise have a Material Adverse Effect.
(d) No
Subsidiaries, Mergers, Etc. Neither the SPV nor the Master Servicer shall consolidate, amalgamate or merge with or into, or sell,
lease or transfer all or substantially all of its assets to, any other Person, provided, however, the Master Servicer may merge
with another Person (including, in each case, pursuant to a Division) if (i) the Master Servicer is the corporation surviving such merger
and (ii) immediately after giving effect to such merger, no Termination Event or Potential Termination shall have occurred and be continuing.
The SPV shall not form or create any Subsidiary.
(e) Change
in Payment Instructions to Obligors. Neither the SPV nor the Master Servicer shall add or terminate any bank as a Blocked Account
Bank or any account as a Blocked Account to or from those listed in Schedule 4.1(s) or make any change in its instructions to
Obligors regarding payments to be made to any Blocked Account, unless (i) such instructions are to deposit such payments to another existing
Blocked Account or to the Collection Account or (ii) the Administrative Agent shall have received written notice of such addition, termination
or change at least ten (10) days prior thereto and the Administrative Agent shall have received a Blocked Account Agreement executed
by each new Blocked Account Bank or an existing Blocked Account Bank with respect to each new Blocked Account, as applicable.
(f) Deposits
to Lock-Box Accounts. Neither the SPV nor the Master Servicer shall (and Arrow shall cause each other Originator not to) deposit
or otherwise credit, or cause to be so deposited or credited, to any Blocked Account or the Collection Account cash or cash proceeds
other than Collections or permit to be so deposited or credited any such cash or cash proceeds to the Blocked Account or the Collection
Account, unless such cash or cash proceeds are withdrawn from the applicable Blocked Account or Collection Account within one Business
Day of such cash or cash proceeds becoming available for transfer therefrom.”
(g) Change
of Name, Etc. The SPV shall not change its name, identity or structure (including a merger) or the location of its chief executive
office or any other change which could render any UCC financing statement filed in connection with this Agreement or any other Transaction
Document to become “seriously misleading” under the UCC, unless at least thirty (30) days prior to the effective date
of any such change the SPV delivers to the Administrative Agent (i) such documents, instruments or agreements, executed by the SPV as
are necessary to reflect such change and to continue the perfection of the Administrative Agent’s ownership interests or security
interests in the Affected Assets and (ii) new or revised Blocked Account Agreements executed by the Blocked Account Banks which reflect
such change and enable the Administrative Agent to continue to exercise its rights contained in Section 7.3.
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(h) Amendment
to First Tier Agreement. The SPV shall not amend, modify, or supplement the First Tier Agreement or waive any provision thereof or
permit an amendment, modification or supplementing of the Originator Sale Agreements (to the extent of the SPV’s rights under the
First Tier Agreement with respect thereto), in each case except with the prior written consent of the Administrative Agent acting at
the direction of the Majority Investors; nor shall the SPV take, or permit Arrow to take (to the extent of the SPV’s rights under
the First Tier Agreement), any other action under the First Tier Agreement or the Originator Sale Agreements that could have a Material
Adverse Effect on the Administrative Agent, any Funding Agent or any Investor or which is inconsistent with the terms of this Agreement.
(i) Other
Debt. Except as provided herein, the SPV shall not create, incur, assume or suffer to exist any indebtedness whether current
or funded, or any other liability other than (i) indebtedness of the SPV representing fees, expenses and indemnities arising hereunder
or under the First Tier Agreement for the purchase price of the Receivables and other Affected Assets under the First Tier Agreement,
and (ii) other indebtedness incurred in the ordinary course of its business in an amount not to exceed $9,500 at any time outstanding.
(j) Payment
to Arrow. The SPV shall not (i) acquire any Receivable other than through, under, and pursuant to the terms of, the First Tier Agreement
or (ii) pay for the acquisition of any such Receivable other than by (in each case in accordance with the First Tier Agreement): (x)
the SPV making a cash payment to Arrow from available cash; (y) the SPV making a payment to
Arrow from the proceeds of a subordinated loan made by Arrow to the SPV, evidenced by one or more subordinated promissory notes or (z)
at the election of Arrow, treating a portion or all of the purchase price of such Receivable as a contribution to the capital of the
SPV.
(k) Restricted
Payments. The SPV shall not (A) purchase or redeem any shares of its capital stock, (B) prepay, purchase or redeem any Indebtedness,
(C) lend or advance any funds or (D) repay any loans or advances to, for or from any of its Affiliates (the amounts described in clauses
(A) through (D) being referred to as “Restricted Payments”), except that the SPV may (1) make Restricted
Payments out of funds received pursuant to Section 2.2 and (2) may make other Restricted Payments (including the payment of dividends)
if, after giving effect thereto, no Termination Event or Potential Termination Event shall have occurred and be continuing.
(l)
[Reserved].
(m) Released
Receivables. As of any date of determination, the aggregate Unpaid Balance of Receivables identified by Arrow and released by the
Administrative Agent pursuant to clause (b) of the definition of “Receivable” during the related Determination Period (as
defined below) shall not exceed an amount equal to 10.0% of the average daily aggregate Unpaid Balance of all Receivables during such
related Determination Period; provided, that no Receivables shall be identified or released pursuant to clause (b) of the definition
of “Receivable” if the credit quality of all Arrow ECS Receivables, taken as a whole, after giving effect to such release
shall be materially inferior to the credit quality of all Arrow ECS Receivables, taken as a whole, immediately prior to such release.
Determination Period means, with respect to any date of determination, (i) during the first twelve (12) calendar months following the
Amendment No. 26 Effective Date, the period beginning on the Amendment No. 26 Effective Date and ending on such date of determination
and (ii) thereafter, the immediately trailing twelve (12) calendar months.
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ARTICLE VII
ADMINISTRATION AND COLLECTIONS
SECTION
7.1 Appointment of Master Servicer.
(a) The
servicing, administering and collection of the Receivables shall be conducted by the Person (the “Master Servicer”)
so designated from time to time as Master Servicer in accordance with this Section 7.1. Each of the SPV, the Administrative Agent,
the Funding Agents and the Investors hereby appoints as its agent the Master Servicer, from time to time designated pursuant to this
Section 7.1, to enforce its respective rights and interests in and under the Affected Assets. To the extent permitted by applicable
law, each of the SPV and Arrow (to the extent not then acting as Master Servicer hereunder) hereby grants to any Master Servicer appointed
hereunder an irrevocable power of attorney to take any and all steps in the SPV’s and/or Arrow’s name and on behalf of the
SPV or Arrow as necessary or desirable, in the reasonable determination of the Master Servicer, to collect all amounts due under any
and all Receivables, including endorsing the SPV’s and/or Arrow’s name on checks and other instruments representing Collections
and enforcing such Receivables and the related Contracts and to take all such other actions set forth in this Article VII. Until
the Administrative Agent gives notice to Arrow (in accordance with this Section 7.1) of the designation of a new Master Servicer,
Arrow is hereby designated as, and hereby agrees to perform the duties and obligations of, the Master Servicer pursuant to the terms
hereof. Upon the occurrence of a Termination Event or a Potential Termination Event (which Potential Termination Event is not capable
of being cured), the Administrative Agent may (with the consent of the Majority Investors), and upon the direction of the Majority Investors
shall, designate as Master Servicer any Person (including itself) to succeed Arrow or any successor Master Servicer, on the condition
in each case that any such Person so designated shall agree to perform the duties and obligations of the Master Servicer pursuant to
the terms hereof.
(b) Upon
the designation of a successor Master Servicer as set forth above, Arrow agrees that it will terminate its activities as Master Servicer
hereunder in a manner which the Administrative Agent determines will facilitate the transition of the performance of such activities
to the new Master Servicer, and Arrow shall cooperate with and assist such new Master Servicer. Such cooperation shall include access
to and transfer of records and use by the new Master Servicer of all records, licenses, hardware or software necessary or reasonably
desirable to collect the Receivables and the Related Security.
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(c)
Arrow acknowledges that each of the SPV, the Administrative Agent, the Funding Agents and the Investors have relied on Arrow’s
agreement to act as Master Servicer hereunder in making their decision to execute and deliver this Agreement. Accordingly, Arrow agrees
that it will not voluntarily resign as Master Servicer.
(d) The Master Servicer may delegate its duties and obligations hereunder to any subservicer (each, a “Sub-Servicer”);
provided that, in each such delegation, (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Master
Servicer pursuant to the terms hereof, (ii) the Master Servicer shall remain primarily liable to the SPV, the Administrative Agent, the
Funding Agents and the Investors for the performance of the duties and obligations so delegated, (iii) the SPV, the Administrative Agent,
the Funding Agents, the Investors and each Originator shall have the right to look solely to the Master Servicer for performance and
(iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrative Agent may terminate such agreement upon the
termination of the Master Servicer hereunder by giving notice of its desire to terminate such agreement to the Master Servicer (and the
Master Servicer shall provide appropriate notice to such Sub-Servicer).
(e) Arrow
hereby irrevocably agrees that if at any time it shall cease to be the Master Servicer hereunder, it shall act (if the then current Master
Servicer so requests) as the data-processing agent of the Master Servicer and, in such capacity, Arrow shall conduct, for a reasonable
fee as may be agreed between Arrow and the Administrative Agent, the data-processing functions of the administration of the Receivables
and the Collections thereon in substantially the same way that Arrow conducted such data-processing functions while it acted as the Master
Servicer.
SECTION
7.2 Duties of Master Servicer.
(a)
The Master Servicer shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from
time to time, all in accordance with this Agreement and all applicable Law, with reasonable care and diligence, and in accordance with
the Credit and Collection Policy. The Master Servicer shall set aside (and, if applicable, segregate) and hold in trust for the account
of the SPV, the Administrative Agent, the Funding Agents and the Investors the amount of the Collections to which each is entitled in
accordance with Article II. So long as no Termination Event or Potential Termination Event shall have occurred and is continuing,
the Master Servicer may, in accordance with the Credit and Collection Policy, extend the maturity of any Receivable (but not beyond ten
(10) days) and extend the maturity or adjust the Unpaid Balance of any Defaulted Receivable as the Master Servicer may determine to be
appropriate to maximize Collections thereof; provided, however, that (i) such extension or adjustment shall not alter the
status of such Receivable as a Defaulted Receivable or limit the rights of the SPV, the Investors, the Funding Agents or the Administrative
Agent under this Agreement and (ii) if a Termination Event or Potential Termination Event has occurred and Arrow is still acting as Master
Servicer, Arrow may make such extension or adjustment only upon the prior written approval of the Administrative Agent. The SPV shall
deliver to the Master Servicer and the Master Servicer shall hold in trust for the SPV and the Administrative Agent, for the benefit
of the Funding Agents on behalf of the Investors, in accordance with their respective interests, all Records which evidence or relate
to any Affected Asset. Notwithstanding anything to the contrary contained herein, the Administrative Agent shall have the right in its
reasonable discretion to direct the Master Servicer (whether Arrow, any other Originator or any other Person is the Master Servicer)
to commence or settle any legal action to enforce collection of any Receivable or to foreclose upon or repossess any Affected Asset provided,
however, that upon the occurrence of a Termination Event or Potential Termination Event (which Potential Termination Event is
not capable of being cured), the Administrative Agent shall have the absolute and unlimited right to so direct the Master Servicer. The
Master Servicer shall not make the Administrative Agent, any Funding Agent or any Investor a party to any litigation without the prior
written consent of such Person. At any time when a Termination Event or Potential Termination Event (which Potential Termination Event
is not capable of being cured) exists, the Administrative Agent may notify any Obligor of its interest in the Receivables and the other
Affected Assets.
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(b) The
Master Servicer shall, as soon as practicable following receipt thereof, turn over to the SPV all collections from any Person of indebtedness
of such Person which are not on account of a Receivable. Notwithstanding anything to the contrary contained in this Article VII,
the Master Servicer, if not the SPV, Arrow, any Affiliate of the SPV, or Arrow, shall have no obligation to collect, enforce or take
any other action described in this Article VII with respect to any indebtedness that is not included in the Asset Interest other
than to deliver to the SPV the Collections and documents with respect to any such indebtedness as described above in this Section
7.2(b).
(c) The
Funding Agents may engage twice during any twelve-month period, commencing October 27, 2010, at the Master Servicer’s sole expense,
the services of a specialty audit firm or a firm of independent public accountants that is acceptable to the Funding Agents, to furnish
an agreed-upon procedures report to the Funding Agents substantially in compliance with the procedures set forth in Schedule V
or any additional procedures as the Funding Agents reasonably deem appropriate; provided that, if the senior unsecured debt of Arrow
is rated below BBB- or Baa3 by S&P or Moody’s, respectively, the Funding Agents retain the right to request such reports on
a reasonable, more frequent basis, at the Master Servicer’s sole expense. An audit report of such firm shall be delivered to the
Funding Agents not later than the last Business Day of each calendar year and at such other times as may be specified by the Administrative
Agent.
(d) Any
payment by an Obligor in respect of any indebtedness owed by it to an Originator shall, except as otherwise specified by such Obligor,
required by contract or law or clearly indicated by facts or circumstances (including by way of example an equivalence of a payment and
the amount of a particular invoice) after due investigation in accordance with such Originator’s Credit and Collection Policy,
and unless otherwise instructed by the Administrative Agent, upon the occurrence of a Termination Date, be applied as a Collection of
any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder
before being applied to any other receivable or other indebtedness of such Obligor.
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SECTION 7.3 Blocked Account
Arrangements. Prior to the initial Investment hereunder, the SPV, Arrow and each other Originator shall enter into Blocked Account
Agreements with all of the Blocked Account Banks, and deliver original counterparts thereof to the Administrative Agent. Upon the occurrence
of a Termination Event or a Potential Termination Event (which Potential Termination Event is not capable of being cured), the Administrative
Agent may at any time thereafter give notice to each Blocked Account Bank that the Administrative Agent is exercising its rights under
the Blocked Account Agreements to do any or all of the following: (i) to have the exclusive ownership and control of the Blocked Account
Accounts transferred to the Administrative Agent and to exercise exclusive dominion and control over the funds deposited therein, (ii)
to have the proceeds that are sent to the respective Blocked Accounts be redirected pursuant to its instructions rather than deposited
in the applicable Blocked Account, and (iii) to take any or all other actions permitted under the applicable Blocked Account Agreement.
Arrow hereby agrees that if the Administrative Agent, at any time, takes any action set forth in the preceding sentence, the Administrative
Agent shall have exclusive control of the proceeds (including Collections) of all Receivables and Arrow hereby further agrees to take
any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Receivables received
by Arrow, as Master Servicer or otherwise, thereafter shall be sent immediately to the Administrative Agent. The parties hereto hereby
acknowledge that if at any time the Administrative Agent takes control of any Blocked Account, the Administrative Agent shall not have
any rights to the funds therein in excess of the unpaid amounts due to SPV, the Administrative Agent and the Investors or any other Person
hereunder and the Administrative Agent shall distribute or cause to be distributed such funds in accordance with Section 7.2(b)
(including the proviso thereto) and Article II (in each case as if such funds were held by the Master Servicer thereunder); provided,
however, that the Administrative Agent shall not be under any obligation to remit any such funds to the SPV, Arrow or any other
Person unless and until the Administrative Agent has received from such Person evidence satisfactory to the Administrative Agent that
the Originator or such Person is entitled to such funds hereunder and under applicable Law.
SECTION
7.4 Enforcement Rights After Designation of New Master Servicer.
(a)
At any time following the occurrence of a Termination Event or a Potential Termination Event (which Potential Termination Event is not
capable of being cured):
(i) the
Administrative Agent may, and upon the direction of the Majority Investors shall, direct the Obligors that payment of all amounts payable
under any Receivable be made directly to the Administrative Agent or its designee;
(ii) the
SPV shall, at the Administrative Agent’s request (which request shall be made at the direction of the Majority Investors or in
the Administrative Agent’s sole discretion) and at the SPV’s expense, give notice of the Administrative Agent’s, the
SPV’s, and/or the Investors’ ownership of the Receivables and (in the case of the Administrative Agent) interest in the Asset
Interest to each Obligor and direct that payments be made directly to the Administrative Agent or its designee, except that if the SPV
fails to so notify each Obligor, the Administrative Agent may so notify the Obligors; and
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(iii) the
SPV shall, at the Administrative Agent’s request (which request shall be made at the direction of the Majority Investors or in
the Administrative Agent’s sole discretion), (A) assemble all of the Records and shall make the same available to the Administrative
Agent or its designee at a place selected by the Administrative Agent or its designee, and (B) segregate all cash, checks and other instruments
received by it from time to time constituting Collections of Receivables in a manner acceptable to the Administrative Agent and shall,
promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the
Administrative Agent or its designee.
(b) The
SPV and Arrow hereby authorizes the Administrative Agent, and irrevocably appoints the Administrative Agent as its attorney-in-fact with
full power of substitution and with full authority in the place and stead of the SPV or Arrow, as applicable, which appointment is coupled
with an interest, to take any and all steps in the name of the SPV or Arrow, as applicable, and on behalf of the SPV or Arrow, as applicable,
necessary or desirable, in the determination of the Administrative Agent, to collect any and all amounts or portions thereof due under
any and all Receivables or Related Security, including endorsing the name of Arrow on checks and other instruments representing Collections
and enforcing such Receivables, Related Security and the related Contracts. Notwithstanding anything to the contrary contained in this
subsection (b), none of the powers conferred upon such attorney-in-fact pursuant to the immediately preceding sentence shall subject
such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations
upon such attorney-in-fact in any manner whatsoever.
SECTION
7.5 Master Servicer Default. The occurrence of any one or more of the following events shall constitute a “Master Servicer
Default”:
(a) The
Master Servicer (i) shall fail to make any payment or deposit required to be made by it hereunder within one (1) Business Day of when
due or the Master Servicer shall fail to observe or perform any term, covenant or agreement on the Master Servicer’s part to be
performed under Sections 6.1(b)(i) (conduct of business, ownership), 6.1(f) (compliance with receivables and credit and
collection policy), 6.1(h) (obligor payments), 6.1(i) (handling collections), 6.2(a) (no sales or liens), 6.2(c)
(no change in business or policy), 6.2(d) (no subsidiaries, mergers), 6.2(e) (no change in obligor payments), or 6.2(f)
(no change in handling collections) (any of the preceding parenthetical phrases in this clause (i) are for purposes of reference
only and shall not otherwise affect the meaning or interpretation of any provision hereof), (ii) shall fail to deliver the Master Servicer
Report or comply with any other covenant, agreement or term required to be observed or performed by it under Section 2.8 and such
failure shall remain unremedied for two (2) Business Days, (iii) shall fail to observe or perform any other term, covenant or agreement
to be observed or performed by it under Section 2.9, 2.12 or 2.15, or (iv) shall fail to observe or perform any
other term, covenant or agreement hereunder or under any of the other Transaction Documents to which such Person is a party or by which
such Person is bound, and such failure shall remain unremedied for twenty (20) days; or
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(b) any
representation, warranty, certification or statement made by the Master Servicer in this Agreement, the First Tier Agreement, the Originator
Sale Agreements or in any of the other Transaction Documents or in any certificate or report delivered by it pursuant to any of the foregoing
shall prove to have been incorrect in any material respect when made or deemed made; or
(c) failure
of the Master Servicer or any of its Subsidiaries (other than the SPV) to pay when due (after giving effect to any applicable grace period)
any amounts due under any agreement under which any Indebtedness greater than $100,000,000 (or its equivalent in any other currency)
is governed; or the default by the Master Servicer or any of its Subsidiaries in the performance of any term, provision or condition
contained in any agreement under which any Indebtedness greater than $100,000,000 (or its equivalent in any other currency) was created
or is governed, regardless of whether such event is an “event of default” or “default” under any such agreement
if the effect of such default is to cause, or permit the holder(s) or any trustee or agent on behalf of holder(s) of such Indebtedness
to cause such Indebtedness to become due and payable or required to become prepaid (other than by a regularly scheduled payment) prior
to the scheduled date of maturity thereof; or
(d) any
Event of Bankruptcy shall occur with respect to the Master Servicer or any of its Significant Subsidiaries; or
(e) there
shall have occurred an event which, materially and adversely affects the Master Servicer’s ability to either collect the Receivables
or to perform its obligations as Master Servicer under this Agreement.
SECTION 7.6 Servicing
Fee. The Master Servicer shall be paid a Servicing Fee in accordance with Section 2.12 and subject to the priorities therein.
If the Master Servicer is not the SPV or Arrow or an Affiliate of the SPV or Arrow, the Master Servicer, by giving three (3) Business
Days’ prior written notice to the Administrative Agent, may revise the percentage used to calculate the Servicing Fee so long as
the revised percentage will not result in a Servicing Fee that exceeds [*****]% of the reasonable and appropriate out-of-pocket costs
and expenses of such Master Servicer incurred in connection with the performance of its obligations hereunder as documented to the reasonable
satisfaction of the Administrative Agent; provided, however, that at any time after the Net Investment, plus Required Reserves
exceeds the Net Pool Balance, any compensation to the Master Servicer in excess of the Servicing Fee initially provided for herein shall
be an obligation of the SPV and shall not be payable, in whole or in part, from Collections allocated to the Investors.
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SECTION
7.7 Protection of Ownership Interest of the Investors. Each of Arrow and the SPV agrees that it shall, and Arrow shall cause each
other Originator, from time to time, at its expense to, promptly execute and deliver all instruments and documents and take all actions
as may be necessary or as the Administrative Agent may reasonably request in order to perfect or protect the Asset Interest or to enable
the Administrative Agent, the Funding Agents or the Investors to exercise or enforce any of their respective rights hereunder. Without
limiting the foregoing, each of Arrow and the SPV shall, and Arrow shall cause each other Originator to, upon the request of the Administrative
Agent, acting at the written direction of any Funding Agent or Investor, in order to accurately reflect this purchase and sale transaction,
(i) execute and file such financing or continuation statements or change statements or amendments thereto or any registrations, instruments
or notices or assignments thereof (as otherwise permitted to be executed and filed pursuant hereto) as may be requested by the Administrative
Agent, at the direction of any Funding Agent or Investor, and (ii) mark its respective master data processing records and other documents
with a legend describing the conveyance to the to the Administrative Agent, on behalf of the Funding Agents for the benefit of the Investors,
of the Asset Interest. Each of Arrow and the SPV shall, and Arrow shall cause each other Originator to, upon the reasonable request of
the Administrative Agent, at the direction of any Funding Agent or Investor, obtain such additional search reports as the Administrative
Agent at the direction of any Funding Agent or Investor shall request. To the fullest extent permitted by applicable law, the Administrative
Agent shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s
or Arrow’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient
as a financing statement. Neither Arrow nor the SPV shall, nor shall Arrow permit any Originator to, change its respective name, identity
or corporate structure which could cause any UCC financing statement filed in connection with this Agreement to become “seriously
misleading” (within the meaning of Section 9-402(7) of the UCC as in effect in the States of New York, Colorado, Delaware and any
other applicable state, as applicable, with respect to each such entity) nor relocate its respective chief executive office unless it
shall have: (A) given the Administrative Agent at least thirty (30) days prior notice thereof and (B) prepared at the SPV’s expense
and delivered to the Administrative Agent all financing statements, instruments and other documents necessary to preserve and protect
the Asset Interest as requested by the Administrative Agent in connection with such change or relocation. Any filings under the UCC or
otherwise that are occasioned by such change in name or location shall be made at the expense of the SPV.
ARTICLE VIII
TERMINATION EVENTS
SECTION 8.1 Termination Events.
The occurrence of any one or more of the following events shall constitute a “Termination Event”:
(a) the
SPV, Arrow, any Originator or the Master Servicer shall fail to make any payment or deposit to be made by it hereunder, under the First
Tier Agreement or under any Originator Sale Agreement within one Business Day of when due hereunder or thereunder; or
(b) any
representation, warranty, certification or statement made or deemed made by the SPV, Arrow or any Originator in this Agreement, any other
Transaction Document to which it is a party or in any other information, report or document delivered pursuant hereto or thereto shall
prove to have been incorrect in any material respect when made or deemed made or delivered; or
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(c) the
SPV, Arrow, any Originator or the Master Servicer shall default in the performance of any payment or undertaking (other than those covered
by clause (a) above) (i) to be performed or observed under Sections 6.1(a)(vi) (notice of termination), 6.1(a)(vii)
(notice of changes to credit and collection policy), 6.1(b)(i) (conduct of business, ownership), 6.1(f) (compliance
with receivables and credit and collection policy), 6.1(g) (notice of Administrative Agent’s interest), 6.1(h) (obligor
payments), 6.1(i) (handling collections), 6.1(k) (sale treatment), 6.1(l) (nonconsolidation), 6.1(q) (financial
covenant), 6.2(a) (no sales or liens), 6.2(c) (no change in business or policy), 6.2(d) (no subsidiaries, mergers),
6.2(e) (no change in obligor payments), 6.2(f) (no change in handling collections), 6.2(g) (no name change), 6.2(h)
(no amendment), 6.2(i) (no debt), 6.2(j) (payment to originator) (any of the preceding parenthetical phrases in this clause
(i) are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof) or (ii)
to be performed or observed under any other provision of this Agreement or any provision of any other Transaction Document to which it
is a party and such default in the case of this clause (ii) shall continue for twenty (20) days; or
(d) any
Event of Bankruptcy shall occur with respect to the SPV, Arrow or any Significant Subsidiary of Arrow or any Subsidiary of the SPV; or
(e) the
Administrative Agent, on behalf of the Funding Agents for the benefit of the Investors, shall for any reason fail or cease to have a
valid and enforceable perfected first priority ownership or security interest (subject to Permitted Liens) in the Affected Assets, free
and clear of any Adverse Claim; or
(f) a
Master Servicer Default shall have occurred; or
(g) on
any date, the sum of the Net Investment (as determined after giving effect to all distributions pursuant to this Agreement on such date),
plus the Required Reserves shall exceed the Net Pool Balance (as such Required Reserves and Net Pool Balance are shown in the
most recent Master Servicer Report delivered on or prior to such date); or
(h) the
average Default Ratio for any period of three (3) consecutive months exceeds 4.03.0%;
or
(i) the
average Delinquency Ratio for any period of three (3) consecutive months exceeds 6.0%; or
(j) the
average Dilution Ratio for any period of three (3) consecutive months exceeds 11.0%; or
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(k) failure
of the SPV, Arrow or any Subsidiary of the SPV or Arrow to pay when due any amounts due (after giving effect to any applicable grace
period) under any agreement to which any such Person is a party and under which any Indebtedness greater than $5,000 in the case of the
SPV or any Subsidiary of the SPV, or $100,000,000 (or its equivalent in any other currency), in the case of Arrow or any Subsidiary of
Arrow (other than the SPV) is governed; or the default by the SPV, Arrow or any Subsidiary of the SPV or Arrow in the performance of
any term, provision or condition contained in any agreement to which any such Person is a party and under which any Indebtedness owing
by the SPV, Arrow or any Subsidiary of the SPV or Arrow greater than such respective amounts was created or is governed, regardless of
whether such event is an “event of default” or “default” under any such agreement if the effect of such
default is to cause, or to permit the holder(s) or any trustee or agent acting on behalf of holder(s) of such Indebtedness to cause such
Indebtedness to become due and payable prior to its stated maturity; or
(l) there
shall be a “change of control” with respect to Arrow, an Originator or the SPV (for the purposes of this clause only
“change in control” means:
(i) the
failure of Arrow to own, free and clear of any Adverse Claim and on a fully diluted basis, 100% of the outstanding shares of voting stock
of the SPV or more than 50% of the outstanding shares of the voting stock any Originator (other than Arrow), or
(ii) (1)
less than a majority of the members of Arrow’s board of directors shall be persons who either (x) were serving as directors on
the Closing Date or (y) were nominated as directors and approved by the vote of the majority of the directors who are directors referred
to in clause (x) above or this clause (y); or
(2) the stockholders
of Arrow shall approve any plan or proposal for the liquidation or dissolution of Arrow; or
(iii) a
Person or group of Persons acting in concert (other than the direct or indirect beneficial owners of the outstanding shares of the voting
stock of Arrow as of the Closing Date) shall, as a result of a tender or exchange offer, open market purchases, privately negotiated
purchases or otherwise, have become the direct or indirect beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange
Act of 1934, as amended from time to time) of securities of Arrow representing 40% or more of the combined voting power of the outstanding
voting securities for the election of directors or shall have the right to elect a majority of the board of directors of Arrow.
(m)
any Person shall institute steps to terminate any Pension Plan if the assets of such Pension Plan will not be sufficient to satisfy all
of its benefit liabilities (as determined under Title IV of ERISA) at the time of such termination, or a contribution failure occurs
with respect to any Pension Plan which is sufficient to give rise to a lien under Section 303(k) of ERISA, or any Person shall incur
any liability with respect to the withdrawal or partial withdrawal from any Pension Plan or Multiemployer Plan, which in each case could
be reasonably expected to cause a Material Adverse Effect or a material adverse effect on the condition (financial or otherwise), business
or properties of Arrow or the other Originators, taken as a whole; or
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(n) any
material provision of this Agreement or any other Transaction Document to which an Originator, Arrow or the SPV is a party shall cease
to be in full force and effect or an Originator, Arrow or the SPV shall so state in writing; or
(o) the
Consolidated Leverage Ratio on the last day of any fiscal quarter exceeds 4.00 to 1.00; orprovided,
that upon the consummation of a Qualifying Material Acquisition, with respect to the fiscal quarter in which such Qualifying Material
Acquisition is consummated and the three consecutive fiscal quarters thereafter (such period, the “Covenant Reset Period”),
the maximum permitted Consolidated Leverage Ratio shall, at the election of the SPV by notice to the Administrative Agent delivered within
thirty (30) days of the consummation thereof, be increased to 4.50 to 1.00 (such increase, a “Qualifying Material Acquisition Step-Up”);
provided, further, that the SPV shall provide Administrative Agent such financial information with respect to such acquisition
as the Administrative Agent may reasonably request; provided, further, that after the end of the Covenant Reset Period,
the maximum permitted Consolidated Leverage Ratio shall return to 4.00 to 1.00 for a period of at least one (1) fiscal quarter before
the SPV may elect another Qualifying Material Acquisition Step-Up; provided, further, that the SPV shall only be permitted
to make two (2) Qualifying Material Acquisition Step-Ups during the term of this Agreement;
(p) [RESERVED];
or
(q) the
SPV shall cease making purchases under the First Tier Agreement or the First Tier Agreement shall be terminated for any reason; or
(r) [RESERVED];
or
(s)
the Master Servicer shall fail to comply with its obligations under Section 6.1(s).
SECTION 8.2 Termination.
Upon the occurrence of any Termination Event, the Administrative Agent may (unless otherwise instructed by all the Investors), or at
the direction of any Investor shall, by notice to the SPV and the Master Servicer, declare the Termination Date to have occurred; provided,
however, that in the case of any event described in Section 8.1(d) or 8.1(e), the Termination Date shall be deemed
to have occurred automatically upon the occurrence of such event. Upon any such declaration or automatic occurrence, the Administrative
Agent shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided
under the UCC of the applicable jurisdiction and other applicable laws, all of which rights shall be cumulative.
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ARTICLE IX
INDEMNIFICATION; EXPENSES;
RELATED MATTERS
SECTION 9.1 Indemnities
by the SPV. Without limiting any other rights which the Indemnified Parties may have hereunder or under applicable Law, the SPV hereby
agrees to indemnify the Investors, each Funding Agent, the Administrative Agent, the Administrator, the Program Support Providers and
their respective officers, directors, employees, counsel and other agents (collectively, “Indemnified Parties”) from
and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such
attorneys may be employees of the Program Support Providers, the Funding Agents or the Administrative Agent, as applicable) and disbursements
(all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any
of them in any action or proceeding between the SPV, Arrow or an Originator (including, in its capacity as the Master Servicer or any
Affiliate of Arrow acting as Master Servicer) and any of the Indemnified Parties or between any of the Indemnified Parties and any third
party or otherwise arising out of or as a result of this Agreement, the other Transaction Documents, the ownership or maintenance, either
directly or indirectly, by the Administrative Agent, any Funding Agent or any Investor of the Asset Interest or any of the other transactions
contemplated hereby or thereby, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful
misconduct on the part of such Indemnified Party, (ii) Indemnified Amounts in respect of Taxes, which shall be governed exclusively by
Section 9.2 and 9.3, except that Taxes representing losses, claims or damages with respect to a non-Tax claim (including,
for greater certainty, all items specifically set out in this Section 9.1) will be covered by this Section 9.1, (iii) recourse
(except as otherwise specifically provided in this Agreement) for uncollectible Receivables and (iv) any expenses, costs or related
amounts (including attorneys’ fees) incurred by an Indemnified Party with respect to any action or proceeding to the extent the
SPV, Arrow, and/or an Originator shall be the prevailing party against such Indemnified Party. Without limiting the generality of the
foregoing, the SPV shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:
(a) any
representation or warranty made by the SPV or any Originator (including, Arrow or any of its Affiliates in the capacity as the Master
Servicer) or any officers of the SPV or Arrow or any other Originator (including, in its capacity as the Master Servicer or any Affiliate
of an Originator acting as Master Servicer) under or in connection with this Agreement, the First Tier Agreement, any Originator Sale
Agreement any of the other Transaction Documents, any Master Servicer Report or any other information or report delivered by the SPV
or the Master Servicer pursuant hereto, or pursuant to any of the other Transaction Documents which shall have been incomplete, false
or incorrect in any respect when made or deemed made;
(b) the
failure by the SPV or any Originator (including Arrow, in its capacity as the Master Servicer or any Affiliate of Arrow acting as a Sub-Servicer)
to comply with any applicable Law with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the
related Contract with any such applicable Law;
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(c) the
failure (i) to vest and maintain vested in the Administrative Agent, for the benefit of the Funding Agents, on behalf of the Investors,
a first priority, perfected ownership interest in the Asset Interest free and clear of any lien, security interest, charge or encumbrance,
or other right or claims in or on the Asset Interest or (ii) to create or maintain a valid and perfected first priority security interest
in favor of the Administrative Agent, for the benefit of the Funding Agents, on behalf of the Investors, in the Affected Assets, free
and clear of any lien, security interest, charge or encumbrance, or other right or claims in or on the Affected Assets;
(d) the
failure to file, or any delay in filing, financing statements, continuation statements, or other similar instruments or documents under
the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Affected Assets;
(e) any
dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable (including a defense
based on such Receivable or the related Contract not being the legal, valid and binding obligation of such Obligor enforceable against
it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or
the furnishing or failure to furnish such merchandise or services, or from any breach or alleged breach of any provision of the Receivables
or the related Contracts restricting assignment of any Receivables;
(f) any
failure of the Master Servicer to perform its duties or obligations in accordance with the provisions hereof;
(g) any
products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising
out of or in connection with merchandise or services which are the subject of any Receivable;
(h)
the transfer of an interest in any Receivable other than an Eligible Receivable;
(i) the
failure by the SPV, any Originator or the Master Servicer to comply with any term, provision or covenant contained in this Agreement
or any of the other Transaction Documents to which it is a party or to perform any of its respective duties or obligations under the
Receivables or related Contracts;
(j) the
Net Investment exceeding the Net Pool Balance, minus the Required Reserves at any time;
(k) the
failure of the SPV, Arrow or any Originator to pay or remit when due any taxes, including sales, excise, goods and services, harmonized
sales, value added or personal property taxes payable by such Person in connection with any of the Receivables or this Agreement;
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(l) any
repayment by any Indemnified Party of any amount previously distributed in reduction of Net Investment which such Indemnified Party believes
in good faith is required to be made;
(m) the
commingling by the SPV, any Originator or the Master Servicer of Collections of Receivables at any time with any other funds;
(n) any
investigation, litigation or proceeding related to this Agreement, any of the other Transaction Documents, the use of proceeds of Investments
by the SPV or any Originator, the ownership of the Asset Interest, or any Affected Asset;
(o) failure
of any Blocked Account Bank to remit any amounts held in the Blocked Accounts or any related lock-boxes pursuant to the instructions
of the Master Servicer, the SPV, the related Originator or the Administrative Agent (to the extent such Person is entitled to give such
instructions in accordance with the terms hereof and of any applicable Blocked Account Agreement) whether by reason of the exercise of
set-off rights or otherwise;
(p) any
inability to obtain any judgment in or utilize the court or other adjudication system of, any state in which an Obligor may be located
as a result of the failure of the SPV or any Originator to qualify to do business or file any notice of business activity report or any
similar report;
(q) any
attempt by any Person to void, rescind or set-aside any transfer by any Originator to Arrow or Arrow to the SPV of any Receivable or
Related Security under statutory provisions or common law or equitable action, including any provision of the Bankruptcy Code or other
insolvency law;
(r) any
action taken by the SPV, any Originator, or the Master Servicer (if any Originator or any Affiliate or designee of an Originator) in
the enforcement or collection of any Receivable;
(s) the
use of the proceeds of any Investment or Reinvestment; or
(t) the
transactions contemplated hereby being characterized as other than debt for the purposes of the Code.
SECTION 9.2 Increased
Cost and Reduced Return; Change in Requirements of Law. (a) If after the Closing Date, (x) the adoption of or change in any Law or
in the interpretation or application thereof (y) any directive, guidance or request (whether or not having the force of law) from any
central bank or any other Official Body or (z) compliance, application or implementation by any Indemnified Party with the foregoing
subclauses (x) or (y):
(i) imposes
or modifies any reserve, fee, tax (other than Taxes which are covered by Section 9.3 or Excluded Taxes), assessment, insurance
charge, special deposit or similar requirement against assets of, deposits with or for the account of, any liabilities of or any credit
or liquidity extended by, any of the Indemnified Parties in respect of or in connection with this Agreement, the other Transaction Documents
or any Program Support Agreement;
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(ii) has
the effect of reducing an Indemnified Party’s rate of return in respect of this Agreement on such Indemnified Party’s capital
to a level below that which such Indemnified Party would have achieved but for the occurrences set forth in this subsection (a);
(iii)
affects or would affect the amount of the capital required to be maintained by such Indemnified Party; or
(iv) causes
an internal capital or liquidity charge or other imputed cost to be assessed upon such Indemnified Party, which in the sole discretion
of such Indemnified Party is allocable to the SPV or to the transactions contemplated by this Agreement;
and the result of any of the foregoing
is to impose a cost on, or increase the cost to, any Indemnified Party of its commitment under any Transaction Document or Program Support
Agreement or of purchasing, maintaining or funding any interest acquired under any Transaction Document or Program Support Agreement,
then, upon written demand, the SPV shall pay to the Administrative Agent for the account of such Indemnified Party such additional amounts
as will compensate such Indemnified Party for such new or increased cost. For the avoidance of doubt, the SPV acknowledges that this
Section 9.2 permits any Indemnified Party to institute measures in anticipation of a Law (including, without limitation, the imposition
of internal charges on the Indemnified Party’s interests or obligations under this Agreement), and allows any Indemnified Party
to commence allocating charges to or seeking compensation from the SPV under this Section 9.2 in connection with such measures
(such amounts being referred to as “Early Adoption Increased Costs”), in advance of the effective date of such Law,
and the SPV agrees to pay such Early Adoption Increased Costs to the Indemnified Party, following demand therefor without regard to whether
such effective date has occurred. In the event that any Indemnified Party seeks compensation for Early Adoption Increased Costs from
the SPV, such Indemnified Party shall notify each Funding Agent of such request.
(b) The
applicable Funding Agent shall promptly notify the SPV and the Administrative Agent of any event of which it has knowledge, occurring
after the date hereof, which will entitle an Indemnified Party to compensation pursuant to this Section 9.2; provided that
no failure to give or any delay in giving such notice shall affect the Indemnified Party’s right to receive such compensation.
A notice by such Funding Agent or the applicable Indemnified Party claiming compensation under this Section 9.2 and setting forth
the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such
amount, such Funding Agent or any applicable Indemnified Party may use any reasonable averaging and attributing methods.
(c) Anything
in this Section 9.2 to the contrary notwithstanding, if any Conduit Investor enters into agreements for the acquisition of interests
in receivables from one or more Other SPVs, such Conduit Investor shall allocate the liability for any amounts under this Section 9.2
which are in connection with a Program Support Agreement or the credit or liquidity support provided by a Program Support Provider
(“Additional Costs”) to the SPV and each Other SPV; provided, however, that if such Additional Costs
are attributable to the SPV, any Originator or the Master Servicer and not attributable to any Other SPV, the SPV shall be solely liable
for such Additional Costs or if such Additional Costs are attributable to Other SPVs and not attributable to the SPV, any Originator
or the Master Servicer, such Other SPVs shall be solely liable for such Additional Costs.
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SECTION
9.3 Taxes.
(a) All
payments and distributions made hereunder by or on behalf of the SPV or the Master Servicer (each, a “payor”) to any
Indemnified Party (each, a “recipient”) shall be made free and clear of and without deduction for any present or future
income, excise, stamp or franchise taxes and any other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed
by any taxing authority (such items being called “Taxes”), unless required by applicable law or administrative practice.
(b) In
the event that any withholding or deduction from any payment made by the payor hereunder is required in respect of any Taxes, then such
payor shall:
(i) pay
directly to the relevant authority the full amount required to be so withheld or deducted;
(ii) promptly
forward to the Administrative Agent an official receipt or other documentation satisfactory to the Administrative Agent evidencing such
payment to such authority; and
(iii)
pay to the recipient such additional amount or amounts as is necessary to ensure that the net amount actually received by the
recipient will equal the full amount such recipient would have received had no such withholding or deduction of Taxes, other than Excluded
Taxes been required.
(c) If
any Taxes are directly asserted against any recipient with respect to any payment received by such recipient hereunder, the recipient
may pay such Taxes and the payor will promptly pay such additional amounts (including any penalties, interest or expenses) as shall be
necessary in order that the net amount received by the recipient after the payment of such Taxes other than Excluded Taxes (including
any Taxes on such additional amount) shall equal the amount such recipient would have received had such Taxes other than Excluded Taxes
not been asserted.
(d) If
the payor fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the recipient the required receipts
or other required documentary evidence, the payor shall indemnify the recipient for any incremental Taxes, interest, or penalties that
may become payable by any recipient as a result of any such failure.
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(e) Each
Investor that is not a United States person within the meaning of section 7701(A)(30) of the Code shall on the Closing Date (or if later,
the date on which such person first becomes an Investor hereunder by assignment or otherwise) provide to the Administrative Agent to
be forwarded to the relevant payor either (i) a duly completed IRS Form W-8ECI, (ii) a duly completed IRS Form W-8BEN or Form W-8BEN-E,
as applicable, in each case entitling such Investor to a complete exemption from withholding on payments and distributions hereunder
(which in the case of a form W-8BEN or Form W-8BEN-E, as applicable, is based on its entitlement to exemption under an applicable income
tax treaty).
(f) If
a payment made to an Investor under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such
Investor were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Investor shall deliver to Arrow and the Administrative Agent at the time or times prescribed
by law and at such time or times reasonably requested by Arrow or the Administrative Agent such documentation prescribed by applicable
law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Arrow
or the Administrative Agent as may be necessary for Arrow and the Administrative Agent to comply with their obligations under FATCA and
to determine that such Investor has complied with such Investor’s obligations under FATCA or to determine the amount to deduct
and withhold from such payment. Solely for purposes of this clause (f), “FATCA” shall include any amendments made
to FATCA after the date of this Agreement.
(g) In
addition to the obligations under Section 9.3(e), any Indemnified Party that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the applicable payor is resident for tax purposes, or any treaty to which such jurisdiction
is a party, with respect to any payments made to it shall deliver to the Administrative Agent and the applicable payor, at the time or
times prescribed by applicable law or as otherwise reasonably requested by the applicable payor or the Administrative Agent, such properly
completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a
reduced rate of withholding. In addition, any Indemnified Party, if requested by the applicable payor or the Administrative Agent, shall
deliver such other documentation prescribed by applicable law or reasonably requested by the applicable payor or Administrative Agent
as will enable the applicable payor to determine whether or not such Indemnified Party is subject to withholding or information reporting
requirements. Notwithstanding anything to the contrary in this Section 9.3(g), but without limiting any Indemnified Party’s obligations
under Section 9.3(e), no Indemnified Party shall be required to deliver any documentation that it is not legally eligible to deliver
or that would, in the reasonable judgement of such Indemnified Party, subject such Indemnified Party to any material unreimbursed cost
or expense or would materially prejudice the legal or commercial position of such Indemnified Party.
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SECTION
9.4 Other Costs and Expenses; Breakage Costs.
(a) The
SPV agrees, upon receipt of a written invoice, to pay or cause to be paid, and to hold the Investors, the Funding Agents and the Administrative
Agent harmless against liability for the payment of, all reasonable out-of-pocket expenses (including attorneys’, accountants’,
rating agencies’, and other third parties’ fees and expenses, any filing fees and expenses incurred by officers or employees
of any Investor and/or the Administrative Agent) or intangible, documentary or recording taxes incurred by or on behalf of the any Investor,
any Funding Agent or the Administrative Agent (i) in connection with the preparation, negotiation, execution and delivery of this Agreement,
the other Transaction Documents and any documents or instruments delivered pursuant hereto and thereto and the transactions contemplated
hereby or thereby (including the perfection or protection of the Asset Interest) (which payment of attorneys’ fees and expenses,
in the case of this clause (i) shall be limited to Dechert LLP, Sidley Austin LLP or any other attorneys’ fees and expenses of
an attorney approved in advance by the Master Servicer) and (ii) from time to time (A) relating to any amendments, waivers or consents
under this Agreement and the other Transaction Documents, (B) arising in connection with any Investor’s, any Funding Agent’s
or the Administrative Agent’s enforcement or preservation of rights (including the perfection and protection of the Asset Interest
under this Agreement), or (C) arising in connection with any dispute, disagreement, litigation or preparation for litigation involving
this Agreement or any of the other Transaction Documents (all of such amounts, collectively, “Transaction Costs”).
(b) The
SPV shall pay the Administrative Agent for the account of each Investor, as applicable, on demand, such amount or amounts as shall compensate
such Investor for any loss (including loss of profit), cost or expense incurred by it (as reasonably determined by the applicable Funding
Agent) as a result of any reduction of any portion of Investment of such Investor other than on the last day of the related Interest
Period (determined without regard for clause (ii) of paragraph (a) of the definition thereof) funding such portion of Investment of such
Investor, such compensation to be (i) limited to an amount equal to any loss or expense suffered by the Investors during the period from
the date of receipt of such repayment to (but excluding) the maturity date of such Commercial Paper (or other financing source) and (ii)
net of the income, if any, received by the recipient of such reductions from investing the proceeds of such reductions of such portion
of Investment. The determination by the Related Funding Agent of the amount of any such loss or expense shall be set forth in a written
notice to the SPV and Administrative Agent in reasonable detail and shall be conclusive, absent manifest error.
SECTION 9.5 Reconveyance
Under Certain Circumstances. The SPV agrees to accept the reconveyance from the Administrative Agent, on behalf of the Funding Agents
for the benefit of the Investors, of the Asset Interest if the Administrative Agent notifies SPV of a material breach of any representation
or warranty made or deemed made pursuant to Article IV and the SPV shall fail to cure such breach within fifteen (15) days (or,
in the case of the representations and warranties in Sections 4.1(d) and 4.1(k), three (3) days) of such notice. The reconveyance
price shall be paid by the SPV to the Administrative Agent, for the account of the Investors, as applicable in immediately available
funds on such 15th day (or 3rd day, if applicable) in an amount equal to the Aggregate Unpaids.
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SECTION 9.6 Indemnities
by the Master Servicer. Without limiting any other rights which the Administrative Agent, the Funding Agents or the Investors or
the other Indemnified Parties may have hereunder or under applicable law, the Master Servicer hereby agrees to indemnify (without recourse,
except as otherwise specifically provided in this Agreement) the Indemnified Parties from and against any and all Indemnified
Amounts arising out of or resulting from (whether directly or indirectly) (a) the failure of any information contained in any Master
Servicer Report (to the extent provided by the Master Servicer) to be true and correct, or the failure of any other information
provided to any Indemnified Party by, or on behalf of, the Master Servicer to be true and correct, (b) the failure of any representation,
warranty or statement made or deemed made by the Master Servicer (or any of its officers) under or in connection with this Agreement
to have been true and correct as of the date made or deemed made, (c) the failure by the Master Servicer to comply with any applicable
Law with respect to any Receivable or the related Contract, (d) any dispute, claim, offset or defense of the Obligor to the payment of
any Receivable resulting from or related to the collection activities in respect of such Receivable, or (e) any failure of the Master
Servicer to perform its duties or obligations in accordance with the provisions hereof.
ARTICLE X
THE ADMINISTRATIVE AGENT
SECTION 10.1 Appointment
and Authorization of Administrative Agent. Each of the Investors and the Funding Agents hereby irrevocably appoints, designates and
authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Transaction
Document and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this
Agreement and any other Transaction Document, together with such other powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary contained elsewhere in this Agreement or in any other Transaction Document, the Administrative Agent shall
not have any duties or responsibilities, except those expressly set forth in this Agreement, nor shall the Administrative Agent have
or be deemed to have any fiduciary relationship with any Investor or Funding Agent, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this
Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended
to create or reflect only an administrative relationship between independent contracting parties.
SECTION 10.2 Delegation
of Duties. The Administrative Agent may execute any of its duties under this Agreement or any other Transaction Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The
Administrative Agent shall not be responsible for the negligence or misconduct of any Administrative Agent or attorney-in-fact that it
selects with reasonable care.
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SECTION 10.3 Liability
of Administrative Agent. No Administrative Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by
any of them under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby (except
for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to any Investor or Funding Agent for any recital,
statement, representation or warranty made by the SPV, any Originator or the Master Servicer, or any officer thereof, contained in this
Agreement or in any other Transaction Document, or in any certificate, report, statement or other document referred to or provided
for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Transaction Document, or the
validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Transaction Document, or for any failure
of the SPV, any Originator, the Master Servicer or any other party to any Transaction Document to perform its obligations hereunder or
thereunder. No Administrative Agent-Related Person shall be under any obligation to any Investor to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Transaction Document,
or to inspect the properties, books or records of the SPV, any Originator or the Master Servicer or any of their respective Affiliates.
SECTION 10.4 Reliance by Administrative Agent.
(a) The
Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed
by it to be genuine and correct and to have been signed, sent or made by or on behalf of the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to the SPV, the Originators and the Master Servicer), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take
any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Funding
Agents, on behalf of the Conduit Investors or the Majority Investors, as applicable, as it deems appropriate and, if it so requests,
it shall first be indemnified to its satisfaction by the Investors or Funding Agents, as applicable, against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all
cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Transaction Document in accordance
with a request or consent of the Funding Agents, on behalf of the Conduit Investors or the Majority Investors, as applicable, or, if
required hereunder, all Investors and such request and any action taken or failure to act pursuant thereto shall be binding upon all
of the Funding Agents and Investors.
(b) For
purposes of determining compliance with the conditions specified in Article V, each Funding Agent and Investor that has executed this
Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent
by the Administrative Agent to such Funding Agent or Investor for consent, approval, acceptance or satisfaction, or required thereunder
to be consented to or approved by or acceptable or satisfactory to such Funding Agent or Investor.
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SECTION 10.5 Notice
of Termination Event, Potential Termination Event or Master Servicer Default. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of a Potential Termination Event, a Termination Event or a Master Servicer Default, unless the
Administrative Agent has received written notice from a Funding Agent, an Investor, the Master Servicer or the SPV referring to this
Agreement, describing such Potential Termination Event, Termination Event or Master Servicer Default and stating that such notice is
a “Notice of Termination Event or Potential Termination Event” or “Notice of Master Servicer Default,”
as applicable. The Administrative Agent will notify the Investors and the Funding Agents of its receipt of any such notice. The Administrative
Agent shall (subject to Section 10.4) take such action with respect to such Potential Termination Event, Termination Event or
Master Servicer Default as may be requested by the Majority Investors (except as otherwise explicitly set forth herein), provided,
however, that, unless and until the Administrative Agent shall have received any such request, the Administrative Agent may (but
shall not be obligated to) take such action, or refrain from taking such action, with respect to such Potential Termination Event, Termination
Event or Master Servicer Default as it shall deem advisable or in the best interest of the Investors.
SECTION 10.6 Credit Decision;
Disclosure of Information by the Administrative Agent. Each Investor and Funding Agent acknowledges that none of the Administrative
Agent-Related Persons has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including
any consent to and acceptance of any assignment or review of the affairs of the SPV, the Master Servicer, the Originators or any of their
respective Affiliates, shall be deemed to constitute any representation or warranty by any Administrative Agent-Related Person to any
Investor or Funding Agent as to any matter, including whether the Administrative Agent-Related Persons have disclosed material information
in their possession. Each Investor and Funding Agent, including any Investor or Funding Agent by assignment, represents to the Administrative
Agent that it has, independently and without reliance upon any Administrative Agent-Related Person and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial
and other condition and creditworthiness of the SPV, the Master Servicer, the Originators or their respective Affiliates, and all applicable
bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to
extend credit to the SPV hereunder. Each Investor and Funding Agent also represents that it shall, independently and without reliance
upon any Administrative Agent-Related Person 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 Transaction
Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property,
financial and other condition and creditworthiness of the SPV, the Master Servicer or the Originators. Except for notices, reports and
other documents expressly herein required to be furnished to the Investors or the Funding Agents by the Administrative Agent herein,
the Administrative Agent shall not have any duty or responsibility to provide any Investor or Funding Agent with any credit or other
information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of the SPV, the
Master Servicer, the Originators or their respective Affiliates which may come into the possession of any of the Administrative Agent-Related
Persons.
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SECTION 10.7 Indemnification
of the Administrative Agent. Whether or not the transactions contemplated hereby are consummated, each of the Alternate Investors
shall indemnify upon demand each Administrative Agent-Related Person (to the extent not reimbursed by or on behalf of the SPV (including
by the Seller under the First Tier Agreement or the Master Servicer hereunder) and without limiting the obligation of the SPV to do so),
pro rata based upon such Alternate Investor’s Allocable Portion of Maximum Net Investment relative to the Maximum Net Investment,
and hold harmless each Administrative Agent Related Person from and against any and all Indemnified Amounts incurred by it; provided,
however, that no Alternate Investor shall be liable for the payment to any Administrative Agent-Related Person of any portion
of such Indemnified Amounts resulting from such Person’s gross negligence or willful misconduct; provided, however,
that no action taken in accordance with the directions of the Majority Investors shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section. Without limitation of the foregoing, each Funding Agent and Alternate Investor shall reimburse
the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including attorney’s fees) incurred
by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement
(whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this
Agreement, any other Transaction Document, or any document contemplated by or referred to herein, to the extent that the Administrative
Agent is not reimbursed for such expenses by or on behalf of the SPV (including by the Seller under the First Tier Agreement or the Master
Servicer hereunder). The undertaking in this Section shall survive payment on the Final Payout Date and the resignation or replacement
of the Administrative Agent.
SECTION 10.8 Administrative
Agent in Individual Capacity. Bank of America (and any successor acting as Administrative Agent) and its Affiliates may make loans
to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of
banking, trust, financial advisory, underwriting or other business with any of the SPV, any Originator and the Master Servicer or any
of their Subsidiaries or Affiliates as though Bank of America were not the Administrative Agent or an Alternate Investor hereunder and
without notice to or consent of the Investors or the Funding Agents. The Funding Agents and the Investors acknowledge that, pursuant
to such activities, Bank of America or its Affiliates may receive information regarding the SPV, the Originators, the Master Servicer
or their respective Affiliates (including information that may be subject to confidentiality obligations in favor of such Person) and
acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Commitment,
Bank of America (and any successor acting as Administrative Agent) in its capacity as an Alternate Investor hereunder shall have the
same rights and powers under this Agreement as any other Alternate Investor and may exercise the same as though it were not the Administrative
Agent or an Alternate Investor, and the term “Alternate Investor” or “Alternate Investors” shall,
unless the context otherwise indicates, include the Administrative Agent in its individual capacity.
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SECTION 10.9 Resignation
of Administrative Agent. The Administrative Agent may resign as Administrative Agent upon thirty (30) days’ notice to the Funding
Agents and the Investors. If the Administrative Agent resigns under this Agreement, the Majority Investors shall appoint from among the
Alternate Investors a successor agent for the Investors. If no successor agent is appointed prior to the effective date of the resignation
of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Investors and Arrow a successor agent from
among the Alternate Investors. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed
to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” shall
mean such successor agent and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall
be terminated. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this
Section 10.9 and Sections 10.3 and 10.7 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was the Administrative Agent under this Agreement. If no successor agent has accepted appointment as Administrative Agent
by the date which is thirty (30) days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative
Agent may engage a third-party to act as Administrative Agent, after consulting with the SPV, the Master Servicer and the Investors.
The Administrative Agent’s resignation shall become effective upon the acceptance of such Person as administrative agent. Any fees
payable to the successor administrative agent in excess of the Administrative Fee then payable to the resigning Administrative Agent
shall be paid by the Alternate Investors and reimbursed by the SPV as an Aggregate Unpaid.
SECTION 10.10 Payments
by the Administrative Agent. Unless specifically allocated to an Alternate Investor or an Indemnified Party pursuant to the terms
of this Agreement, all amounts received by the Administrative Agent on behalf of the Alternate Investors shall be paid by the Administrative
Agent to the Alternate Investors (at their respective accounts specified in their respective Assignment and Assumption Agreements) pro
rata in accordance with their respective outstanding funded portions of the Net Investment on the Business Day received by the Administrative
Agent, unless such amounts are received after 12:00 noon on such Business Day, in which case the Administrative Agent shall use its reasonable
efforts to pay such amounts to the Alternate Investors on such Business Day, but, in any event, shall pay such amounts to the Alternate
Investors not later than the following Business Day.
SECTION 10.11 Recovery
of Erroneous Payments. Without limitation of any other provision in this Agreement, if at any time the Administrative Agent makes
a payment hereunder in error to any Funding Agent or any Investor (the “Credit Party”), whether or not in respect
of an Obligation due and owing by the SPV at such time, where such payment is a Rescindable Amount, then in any such event, each Credit
Party receiving a Rescindable Amount severally agrees to repay to the Administrative Agent forthwith on demand the Rescindable Amount
received by such Credit Party in immediately available funds in the currency so received, with interest thereon, for each day from and
including the date such Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank
compensation. Each Credit Party irrevocably waives any and all defenses, including any “discharge for value” (under
which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by another)
or similar defense to its obligation to return any Rescindable Amount. The Administrative Agent shall inform each Credit Party promptly
upon determining that any payment made to such Credit Party comprised, in whole or in part, a Rescindable Amount.
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ARTICLE XI
MISCELLANEOUS
SECTION 11.1 Term of Agreement.
This Agreement shall terminate on the Final Payout Date; provided, however, that (i) the rights and remedies of the Administrative
Agent, the Investors and the Funding Agents with respect to any representation and warranty made or deemed to be made by the SPV pursuant
to this Agreement, (ii) the indemnification and payment provisions of Article IX, (iii) the provisions of Section 10.7
and (iv) the agreements set forth in Sections 2.2(c), 11.11 and 11.12, shall be continuing and shall survive any
termination of this Agreement.
SECTION 11.2 Waivers; Amendments.
(a) No
failure or delay on the part of the Administrative Agent, any Funding Agent, any Conduit Investor or any Alternate Investor in exercising
any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such
power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and
remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law.
(b) Any
provision of this Agreement or any other Transaction Document may be amended or waived if, but only if, such amendment or waiver is in
writing and is signed by the SPV, Arrow, the applicable Originator, the Master Servicer and the Required Funding Agents (and, if Article
X or the rights or duties of the Administrative Agent are affected thereby, by the Administrative Agent, and if the rights or duties
of any Funding Agent are affected thereby solely in its role as a Funding Agent and not in its capacity as an Investor, such Funding
Agent) and if such amendment is material, the Rating Agencies have provided rating confirmation, to the extent required by the terms
and conditions of the commercial paper program of any Conduit Investor, of such Conduit Investor’s Commercial Paper; provided
that no such amendment or waiver shall, unless signed by each Alternate Investor directly affected thereby, (i) increase the Commitment
of an Alternate Investor, (ii) reduce the Net Investment or change the definition of “Yield” (or any of its component definitions)
or reduce any fees or other amounts payable hereunder, (iii) postpone any date fixed for the payment of any scheduled distribution in
respect of the Net Investment or Yield with respect thereto or any fees or other amounts payable hereunder or for termination of any
Commitment, (iv) change the percentage of the Commitments of Alternate Investors which shall be required for the Alternate Investors
or any of them to take any action under this Section 11.2(b) or any other provision of this Agreement, (v) change the definition
of “Required Reserves” (or any of its component definitions) or the definition of “Delinquency Ratio”, (vi) release
any material portion of the property with respect to which a security or ownership interest therein has been granted hereunder to the
Administrative Agent or the Alternate Investors, (vii) extend or permit the extension of the Commitment Termination Date (it being understood
that a waiver of a Termination Event shall not constitute an extension or increase in the Commitment of any Alternate Investor), (viii)
change the required percentage for voting requirements under this Agreement or any other Transaction Document or (ix) amend or modify
any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (i) through (viii)
above in a manner which would circumvent the intention of the restrictions set forth in such clauses; and provided, further,
that the signature of the SPV or any Originator shall not be required for the effectiveness of any amendment which modifies the representations,
warranties, covenants or responsibilities of the Master Servicer at any time when the Master Servicer is not Arrow or any Affiliate of
Arrow or a successor Master Servicer designated by the Administrative Agent pursuant to Section 7.1. Notwithstanding the foregoing
provisions of this Section 11.2(b), in connection solely with an Additional Commitment Amendment to this Agreement, the consent
solely of the SPV, Arrow and the Administrative Agent (which consent shall not be unreasonably withheld or delayed) shall be required
and this Agreement shall be amended by such Additional Commitment Amendment if such amendment is in writing and signed by each of the
SPV, Arrow and the Administrative Agent and such Additional Commitment Amendment does not increase the Conduit Funding Limit for any
Conduit Investor or the Commitment of any Alternate Investor without such Conduit Investor’s and/or Alternate Investor’s
consent in its sole discretion.
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SECTION 11.3 Notices;
Payment Information. Except as provided below, all communications and notices provided for hereunder shall be in writing
(including facsimile or email or electronic transmission or similar writing) and shall be given to the other party at its address or
facsimile number set forth in Schedule 11.3 or at such other address or facsimile number as such party may hereafter specify for
the purposes of notice to such party. Each such notice or other communication shall be effective (i) if given by facsimile, when such
facsimile is transmitted to the facsimile number specified in this Section 11.3 and confirmation is received, (ii) if given by
mail, three (3) Business Days following such posting, if postage prepaid, and if sent via U.S. certified or registered mail, (iii) if
given by overnight courier, one (1) Business Day after deposit thereof with a national overnight courier service, or (iv) if given by
any other means, when received at the address specified in this Section 11.3, provided that an Investment Request shall only be
effective upon receipt by the Administrative Agent. However, anything in this Section 11.3 to the contrary notwithstanding, the
SPV hereby authorizes the Administrative Agent, the Funding Agents and the Investors to make investments in Permitted Investments and
to make Investments based on telephonic notices made by any Person which the Conduit Investor in good faith believes to be acting on
behalf of the SPV. The SPV agrees to deliver promptly to the Administrative Agent, each Funding Agent and Conduit Investor a written
confirmation of each telephonic notice signed by an authorized officer of SPV. However, the absence of such confirmation shall not affect
the validity of such notice. If the written confirmation differs in any material respect from the action taken by the Administrative
Agent, the records of the Administrative Agent shall govern.
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SECTION 11.4 Governing Law;
Submission to Jurisdiction; Appointment of Service Administrative Agent.
(a) THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS
OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HERETO HEREBY SUBMITS
TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE
COURT SITTING IN THE COUNTY OF NEW YORK FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER
TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING
IN THIS SECTION 11.4 SHALL AFFECT THE RIGHT OF THE INVESTORS TO BRING ANY ACTION OR PROCEEDING AGAINST ANY OF THE SPV, ANY ORIGINATOR
OR THE MASTER SERVICER OR ANY OF THEIR RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.
(b) EACH
OF THE PARTIES HERETO HEREBY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT
OR OTHERWISE, AMONG ANY OF THEM ARISING OUT OF, CONNECTED WITH, RELATING TO OR INCIDENTAL TO THE RELATIONSHIP BETWEEN THEM IN CONNECTION
WITH THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS.
(c) The
SPV and the Master Servicer each hereby appoint, and Arrow shall cause each Originator to appoint, Arrow located at 50 Marcus Drive,
Melville, New York 11747, as the authorized agent upon whom process may be served in any action arising out of or based upon this Agreement,
the other Transaction Documents to which such Person is a party or the transactions contemplated hereby or thereby that may be instituted
in the United States District Court for the Southern District of New York and of any New York State court sitting in The County of New
York by any Investor, the Administrative Agent, any Funding Agent or any successor or assignee of any of them.
SECTION 11.5
Integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with respect
to the subject matter hereof and shall constitute the entire Agreement among the parties hereto with respect to the subject matter hereof
superseding all prior oral or written understandings.
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SECTION 11.6 Severability
of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held invalid, then such
provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability
of such other provisions.
SECTION 11.7 Counterparts;
Facsimile Delivery; Electronic Signatures and Records. This Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same Agreement. Delivery by facsimile of an executed signature page of this Agreement shall be
effective as delivery of an executed counterpart hereof. This Agreement and any document, amendment, approval, consent, information,
notice, certificate, request, statement, disclosure or authorization related to this Agreement (each a “Communication”),
including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures.
Each of the parties hereto agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on
such party to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will
constitute its legal, valid and binding obligation enforceable against it in accordance with the terms thereof to the same extent as
if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient,
including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of
doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Administrative Agent and each
of the Investors of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format),
or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Each of the Administrative
Agent and each of the Investors may, at its option, create one or more copies of any Communication in the form of an imaged Electronic
Record (“Electronic Copy”), which shall be deemed created in the ordinary course of such Person’s business,
and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall
be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. Notwithstanding
anything contained herein to the contrary, the Administrative Agent is under no obligation to accept an Electronic Signature in any form
or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it; provided, further,
without limiting the foregoing, (a) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative
Agent and each of the Investors shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of the SPV
or Master Servicer without further verification and (b) upon the request of the Administrative Agent or any Investor, any Electronic
Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record”
and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may
be amended from time to time.
SECTION 11.8 Successors and Assigns; Binding Effect.
(a)
This Agreement shall be binding on the parties hereto and their respective successors and assigns; provided, however, that
none of the SPV, the Master Servicer, any Originator (including Arrow) may assign any of its rights or delegate any of its duties hereunder,
or under the First Tier Agreement, or under any Originator Sale Agreement, as applicable or under any of the other Transaction Documents
to which it is a party without the prior written consent of each Funding Agent. Except as provided in clause (b) below, no provision
of this Agreement shall in any manner restrict the ability of any Investor to assign, participate, grant security interests in, or otherwise
transfer any portion of the Asset Interest, including without limitation, the right of any Conduit Investor to assign its rights and
obligations hereunder to its Related Alternate Investors without the consent of any other party hereto.
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(b) Any
Alternate Investor may assign all or any portion of its Commitment and its interest in the Net Investment, the Asset Interest and its
other rights and obligations hereunder to any Person with notice to the Administrative Agent and the written approval of the Related
Funding Agent, on behalf of the Conduit Investors and, so long as no Termination Event has occurred and is continuing, the SPV (which
approval of the SPV shall not be unreasonably withheld). In connection with any such assignment, the assignor shall deliver to the assignee(s)
an Assignment and Assumption Agreement, duly executed, assigning to such assignee a pro rata interest in such assignor’s Commitment
and other obligations hereunder and in the Net Investment, the Asset Interest and other rights hereunder, and such assignor shall promptly
execute and deliver all further instruments and documents, and take all further action, that the assignee may reasonably request, in
order to protect, or more fully evidence the assignee’s right, title and interest in and to such interest and to enable the Administrative
Agent, on behalf of such assignee, to exercise or enforce any rights hereunder and under the other Transaction Documents to which such
assignor is or, immediately prior to such assignment, was a party. Upon any such assignment, (i) the assignee shall have all of the rights
and obligations of the assignor hereunder and under the other Transaction Documents to which such assignor is or, immediately prior to
such assignment, was a party with respect to such assignor’s Commitment and interest in the Net Investment and the Asset Interest
for all purposes of this Agreement and under the other Transaction Documents to which such assignor is or, immediately prior to such
assignment, was a party and (ii) the assignor shall have no further obligations with respect to the portion of its Commitment which has
been assigned and shall relinquish its rights with respect to the portion of its interest in the Net Investment and the Asset Interest
which has been assigned for all purposes of this Agreement and under the other Transaction Documents to which such assignor is or, immediately
prior to such assignment, was a party. No such assignment shall be effective unless a fully executed copy of the related Assignment and
Assumption Agreement shall be delivered to the Administrative Agent and the SPV. All costs and expenses (including reasonable attorney
fees) of the Administrative Agent, the assignor Alternate Investor and the assignee Alternate Investor incurred in connection with any
assignment hereunder shall be borne by the assignor.
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(c) By
executing and delivering an Assignment and Assumption Agreement, the assignor and assignee thereunder confirm to and agree with each
other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption Agreement, the assignor makes
no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or
in connection with this Agreement, the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto
or the execution, legality, validity, enforceability, genuineness, sufficiency or value or this Agreement, the other Transaction Documents
or any such other instrument or document; (ii) the assignor makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the SPV, Arrow, any Originator other than Arrow or the Master Servicer or the performance or observance
by the SPV, Arrow, any Originator other than Arrow or the Master Servicer of any of their respective obligations under this Agreement,
the First Tier Agreement, the other Transaction Documents or any other instrument or document furnished pursuant hereto; (iii) such assignee
confirms that it has received a copy of this Agreement, the First Tier Agreement, each other Transaction Document and such other instruments,
documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and
Assumption Agreement and to purchase such interest; (iv) such assignee will, independently and without reliance upon the Administrative
Agent, or any of its Affiliates, or the assignor and based on such agreements, documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Transaction
Documents; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise
such powers as provided (and subject to all restrictions set forth) in this Agreement, the other Transaction Documents and any
other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such powers as are reasonably incidental thereto and to enforce its respective rights and interests in and under
this Agreement, the other Transaction Documents and the Affected Assets; (vi) such assignee agrees that it will perform in accordance
with their terms all of the obligations which by the terms of this Agreement and the other Transaction Documents are required to be performed
by it as the assignee of the assignor; and (vii) such assignee agrees that it will not institute against the Conduit Investor any proceeding
of the type referred to in Section 11.11 prior to the date which is one year and one day after the payment in full of all Commercial
Paper issued by the Conduit Investor.
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(d)
Without limiting the foregoing, a Conduit Investor may, from time to time, with prior or concurrent notice to SPV, the Master Servicer
and the Administrative Agent, in one transaction or a series of transactions, assign all or a portion of its Net Investment and its rights
and obligations under this Agreement and any other Transaction Documents to which it is a party to a Conduit Assignee. Upon and to the
extent of such assignment by the Conduit Investor to a Conduit Assignee, (i) such Conduit Assignee shall be the owner of the assigned
portion of the applicable Net Investment, (ii) the related administrator for such Conduit Assignee will act as the Funding Agent for
such Conduit Assignee, with all corresponding rights and powers, express or implied, granted to the Related Funding Agent hereunder or
under the other Transaction Documents, (iii) such Conduit Assignee and its liquidity support provider(s) and credit support provider(s)
and other related parties shall have the benefit of all the rights and protections provided to such Conduit Investor and its Program
Support Provider(s) herein and in the other Transaction Documents (including any limitation on recourse against such Conduit Assignee
or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Conduit
Assignee, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume
all (or the assigned or assumed portion) of such Conduit Investor’s obligations, if any, hereunder or any other Transaction Document,
and such Conduit Investor shall be released from such obligations, in each case to the extent of such assignment, and the obligations
of such Conduit Investor and such Conduit Assignee shall be several and not joint, (v) all distributions in respect of the Net Investment
shall be made to the applicable Funding Agent, on behalf of such Conduit Investor and such Conduit Assignee on a pro rata basis
according to their respective interests, (vi) [reserved], (vii) the defined terms and other terms and provisions of this Agreement and
the other Transaction Documents shall be interpreted in accordance with the foregoing, and (viii) if requested by the Funding Agent with
respect to the Conduit Assignee, the parties will execute and deliver such further agreements and documents and take such other actions
as the Funding Agent may reasonably request to evidence and give effect to the foregoing. No assignment by such Conduit Investor to a
Conduit Assignee of all or any portion of the Net Investment shall in any way diminish the Related Alternate Investors’ obligation
under Section 2.3 to fund any Investment not funded by such Conduit Investor or such Conduit Assignee or to acquire from the Conduit
Investor or such Conduit Assignee all or any portion of the Net Investment pursuant to Section 3.1.
(e) In
the event that a Conduit Investor makes an assignment to a Conduit Assignee in accordance with clause (d) above, the Related Alternate
Investors: (i) if requested by the applicable Funding Agent, shall terminate their participation in the applicable Program Support Agreement
to the extent of such assignment, (ii) if requested by the applicable Funding Agent, shall execute (either directly or through a participation
agreement, as determined by such Funding Agent) the program support agreement related to such Conduit Assignee, to the extent of such
assignment, the terms of which shall be substantially similar to those of the participation or other agreement entered into by such Alternate
Investor with respect to the applicable Program Support Agreement (or which shall be otherwise reasonably satisfactory to such Funding
Agent and the Alternate Investors), (iii) if requested by such Conduit Investor, shall enter into such agreements as requested by such
Conduit Investor pursuant to which they shall be obligated to provide funding to such Conduit Assignee on substantially the same terms
and conditions as is provided for in this Agreement in respect of such Conduit Investor (or which agreements shall be otherwise
reasonably satisfactory to such Conduit Investor and the Related Alternate Investors), and (iv) shall take such actions as the Administrative
Agent and the Funding Agent shall reasonably request in connection therewith.
(f) Each
of the SPV, the Master Servicer and Arrow hereby agrees and consents to the assignment by a Conduit Investor from time to time of all
or any part of its rights under, interest in and title to this Agreement and the Asset Interest to any Program Support Provider.
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(g) Notwithstanding
any other provision of this Agreement to the contrary, any Investor may at any time pledge or grant a security interest in all or any
portion of its rights (including, without limitation, any portion of Investment and any rights to payment of Yield and Fees) under this
Agreement to secure obligations of such Investor to a Federal Reserve Bank, without notice to or consent of the SPV or the Administrative
Agent; provided, that no such pledge or grant of a security interest shall release an Investor from any of its obligations hereunder,
or substitute any such pledgee or grantee for such Investor as a party hereto.
(h)
For the avoidance of doubt and notwithstanding any other provision of this Agreement to the contrary, each Conduit Investor may at any
time pledge, grant a security interest in or otherwise transfer all or any portion of its interest in the Affected Assets or under this
Agreement to a Collateral Trustee, in each case without notice to or consent of the SPV or the Servicer, but such pledge, grant or transfer
shall not relieve any such Conduit Investor from its obligations hereunder.
SECTION 11.9 Waiver
of Confidentiality. Each of the SPV, the Master Servicer and Arrow hereby consents to the disclosure, solely for the purposes
related to the Transaction Documents and the transactions contemplated thereby, of any non-public information with respect to it
received by the Administrative Agent, any Funding Agent, or any Investor to any other Investor or potential Investor, the
Administrative Agent, any nationally recognized statistical rating organization rating a Conduit Investor’s Commercial Paper,
any dealer or placement agent of or depositary for such Conduit Investor’s Commercial Paper, its administrator, any Collateral
Trustee, any Program Support Provider or any of such Person’s counsel or accountants in relation to this Agreement or any
other Transaction Document.
SECTION 11.10 Confidentiality
Agreement. Each of the SPV, the Master Servicer and Arrow (collectively, the “Arrow Parties”) on the one
hand, and each of the Administrative Agent, each Investor and each Funding Agent (collectively, the “Investor
Parties”), on the other hand, hereby agrees that it will not disclose the contents of this Agreement or any other
Transaction Document or any other proprietary or confidential information of or with respect to any Arrow Party (in the case of the
Investor Parties) or with respect to any Investor, the Funding Agent, the Administrative Agent or any Program Support Provider (in
the case of the Arrow Parties) to any other Person except (a) its auditors and attorneys, employees or financial advisors (other
than any commercial bank) and any nationally recognized statistical rating organization, provided such auditors, attorneys,
employees, financial advisors or rating agencies are informed of the highly confidential nature of such information, (b) to any
commercial paper conduits and their related funding agents and alternate investors in connection with an Additional Commitment
Amendment, (c) as otherwise required by applicable law or order of a court of competent jurisdiction or (d) by each Investor (or any
administrative agent on its behalf), to a nationally recognized statistical rating organization in compliance with Rule 17g-5 under
the Securities Exchange Act of 1934 (or to any other rating agency in compliance with any similar rule or regulation in any relevant
jurisdiction). For the avoidance of doubt, the Administrative Agent does not prohibit any individual from communicating or
disclosing information regarding suspected violations of laws, rules, or regulations to a governmental, regulatory, or
self-regulatory authority.
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SECTION 11.11 No
Bankruptcy Petition Against the Conduit Investors. Each of the SPV, the Master Servicer and Arrow hereby covenants and agrees
that, prior to the date which is one year and one day after the payment in full of all outstanding Commercial Paper or other rated
indebtedness of the Conduit Investors, it will not institute against, or join any other Person in instituting against, any Conduit
Investor any proceeding of a type referred to in the definition of Event of Bankruptcy.
SECTION 11.12 No
Recourse Against Conduit Investors, Stockholders, Officers or Directors. Notwithstanding anything to the contrary contained in
this Agreement, the obligations of the Conduit Investors under this Agreement and all other Transaction Documents are solely the
corporate obligations of the Conduit Investors and shall be payable solely to the extent of funds received from the SPV in
accordance herewith or from any party to any Transaction Document in accordance with the terms thereof in excess of funds necessary
to pay matured and maturing Commercial Paper, and to the extent funds are not available to pay such obligations, the claims relating
thereto shall not constitute a claim against the Conduit Investors but shall continue to accrue. Each party hereto agrees that the
payment of any claim (as defined in Section 101 of Title 11 of the Bankruptcy Code) of any such party shall be subordinated to the
payment in full of all Commercial Paper. No recourse under any obligation, covenant or agreement of the Conduit Investors contained
in this Agreement shall be had against any stockholder, employee, officer, director, manager, administrator, agent or incorporator
of the Conduit Investors or beneficial owner of any of them, as such, by the enforcement of any assessment or by any legal or
equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely
a corporate obligation of the Conduit Investors, and that no personal liability whatsoever shall attach to or be incurred by any
stockholder, employee, officer, director, manager, administrator, agent or incorporator of the Conduit Investors or beneficial owner
of any of them, as such, or any of them, under or by reason of any of the obligations, covenants or agreements of the Conduit
Investors contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Conduit
Investors of any of such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of
every such stockholder, employee, officer, director, manager, administrator, agent or incorporator of the Conduit Investors or
beneficial owner of any of them is hereby expressly waived as a condition of and consideration for the execution of this Agreement; provided, however,
that this Section 11.12 shall not relieve any such stockholder, employee, officer, director, manager, agent or incorporator
of the Conduit Investor or beneficial owner of any of them of any liability it might otherwise have for its own intentional
misrepresentation or willful misconduct. Bankers Trust Company shall have no obligation, in its capacity as program administrator
for Victory Receivables Corporation or otherwise, to take any actions under the Transaction Documents if Bankers Trust Company is
relieved of its obligations as program administrator for Victory Receivables Corporation.
SECTION 11.13 U.S.
Patriot Act. Each Investor that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not
on behalf of any Investor) hereby notifies the SPV that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information
that identifies the SPV, which information includes the name and address of the SPV and other information that will allow such
Investor or the Administrative Agent, as applicable, to identify the SPV in accordance with the Act. The SPV shall, promptly
following a request by the Administrative Agent or any Investor, provide all documentation and other information that the
Administrative Agent or such Investor requests in order to comply with its ongoing obligations under applicable “know your
customer” and anti-money laundering rules and regulations, including the Act.
88
SECTION 11.14 Acknowledgment
and Consent to Bail-in of EEA Financial Institutions.
Notwithstanding anything
to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto
acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured,
may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by:
(a) the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may
be payable to it by any party hereto that is an EEA Financial Institution; and
(b) the
effects of any Bail-in Action on any such liability, including, if applicable:
(i)
a reduction in full or in part or cancellation of any such liability;
(ii)
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any
other Loan Document; or
(iii)
the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA
Resolution Authority.
SECTION 11.15 Acknowledgment
Regarding Any Supported QFCs. To the extent that the Transaction Documents provide support, through a guarantee or otherwise, for
any swap contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each
such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of
the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”)
in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Transaction Documents
and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other
state of the United States):
(a) In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest
and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or
such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property)
were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of
a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Transaction Documents
that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported
QFC and the Transaction Documents were governed by the laws of the United States or a state of the United States. Without limitation
of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a defaulting Purchaser or Agent
shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
89
(b)
As used in this Section 11.15, the following terms have the following meanings:
“BHC Act
Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.
“Covered
Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in
accordance with, 12 C.F.R. § 382.2(b).
“Default Right”
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable. “QFC” has the meaning assigned to the term “qualified financial contract” in, and
shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
“QFC” has the meaning
assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
[Signatures Follow]
90
IN WITNESS
WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written
above.
Arrow
electronics funding corporation,
as
SPV
By:
Name:
Title:
Arrow
electronics, inc.,
individually
and as Master Servicer
By:
Name:
Title:
Signature Page to
Transfer and Administration Agreement
Bank
of america, national association,
as a Funding Agent, as Administrative
Agent, and as an Alternate Investor
By:
Name:
Title:
Signature Page to
Transfer and Administration
Agreement
Pnc
bank, national association,
as
a Funding Agent and as an Alternate Investor
By:
Name:
Title:
Truist
bank,
as
a Funding Agent and as an Alternate Investor
By:
Name:
Title:
Wells
fargo bank, n.a.,
as
a Funding Agent and as an Alternate Investor
By:
Name:
Title:
Mizuho
bank, ltd.,
as
a Funding Agent and as an Alternate Investor
By:
Name:
Title:
Signature Page to
Transfer and Administration
Agreement
Smbc
nikko securities america, inc., Sumitomo
mitsui banking corporation,
as
a Funding Agent
By:
Name:
Title:
Sumitomo
mitsui banking corporation,
as
an Alternate Investor
By:
Name:
Title:
Signature Page to
Transfer and Administration
Agreement
SCHEDULE
A1
Conduit
Investor
Conduit
Funding
Limit
Related
Alternate
Investor(s)
Related
Funding
Agent
Alternate
Investor(s)
Commitment
Allocable
Portion of
Maximum Net
Investment
None
None
Bank of America, National Association
Bank of America, National Association
$370,000,000
$425,000,000
$370,000,000
$425,000,000
None
None
PNC Bank, National Association
PNC Bank, National Association
$300,000,000
$325,000,000
$300,000,000
$325,000,000
None
None
Truist Bank
Truist Bank
$120,000,000
$325,000,000
$120,000,000
$325,000,000
None
None
Wells Fargo Bank, N.A.
Wells Fargo Bank, N.A.
$240,000,000
$325,000,000
$240,000,000
$325,000,000
None
None
Mizuho Bank, Ltd.
Mizuho Bank, Ltd.
$370,000,000
$175,000,000
$370,000,000
$175,000,000
None
None
Sumitomo Mitsui Banking Corporation
SMBC
Nikko Securities America, Inc. Sumitomo Mitsui Banking Corporation
$100,000,000
$175,000,000
$100,000,000
$175,000,000
1
As may be adjusted from time to time by the Administrative Agent, with the consent of the relevant Investors, as required, to reflect
non-renewing Investors, assignments, increases or reductions of the Commitments and similar changes.
Schedule A-1
SCHEDULE B
[INTENTIONALLY OMITTED]
Schedule B-1
SCHEDULE C
EXCLUDED RECEIVABLES
[*****]
Schedule C-1
SCHEDULE
I
Section 2.4 of the Agreement
shall be read in its entirety as follows:
SECTION 2.4 Determination of Yield
and Interest Periods
(a)
Yield. The Net Investment shall accrue Yield at the Rate Types specified and determined in accordance with this Section 2.4.
(b)
Notwithstanding anything to the contrary in this Agreement or any other Transaction Documents, if the Administrative Agent determines
(which determination shall be conclusive absent manifest error), or the SPV or Required Funding Agents notify the Administrative Agent
(with, in the case of the Required Funding Agents, a copy to the SPV) that the SPV or Required Funding Agents (as applicable) have determined,
that:
(i) adequate
and reasonable means do not exist for ascertaining Term SOFR, including without limitation, because the Term SOFR Screen Rate is not
available or published on a current basis and such circumstances are unlikely to be temporary; or
(ii)
CME or any successor administrator of the Term SOFR Screen Rate or an Official Body having jurisdiction over the Administrative Agent
or such administrator with respect to its publication of Term SOFR, in each case, acting in such capacity, has made a public statement
identifying a specific date after which Term SOFR or the Term SOFR Screen Rate shall or will no longer be made available, or permitted
to be used for determining the interest rate of U.S. dollar denominated syndicated loans, or shall or will otherwise cease, provided
that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will
continue to provide Term SOFR after such specific date (the latest date on which Term SOFR or the Term SOFR Screen Rate are no longer
available, permanently or indefinitely, the “Scheduled Unavailability Date”);
then,
on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement Date”), which
date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and,
solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under
any Transaction Document with Daily Simple SOFR for any payment period for interest calculated that can be determined by the Administrative
Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction
Document (Daily Simple SOFR, or a successor rate as determined in accordance with Section 2.4(c), as applicable, the “Successor
Rate”). If the Successor Rate is Daily Simple SOFR, all interest payments will be payable on a monthly basis.
Schedule I-1
(c)
Notwithstanding anything to the contrary herein,
(i) if the Administrative Agent determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or
(ii) if the events or circumstances of the type described in Section 2.4(b)(i) or (ii) above have occurred with respect to the Successor
Rate then in effect, then, in each case, the Administrative Agent and the SPV may amend this Agreement solely for the purpose of replacing
Term SOFR or any then current Successor Rate in accordance with this Section 2.4 at the end of any Interest Period, relevant interest
payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate giving due consideration to
any evolving or then-existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United States
for such alternative benchmark, and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration
to any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated and agented in the United
States for such benchmark, which adjustment or method for calculating such adjustment shall be published on an information service as
selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance
of doubt, any such proposed rate and adjustments, shall constitute a “Successor Rate”. Any such amendment shall become
effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment
to all Investors and the SPV unless, prior to such time, Funding Agents comprising the Required Funding Agents have delivered to the
Administrative Agent written notice that such Required Funding Agents object to such amendment. The Administrative Agent will promptly
(in one or more notices) notify the SPV, the Funding Agents and each Investor of the implementation of any Successor Rate. Any Successor
Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively
feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative
Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the
Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Transaction Documents.
In connection
with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming Changes from time to time
and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming
Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with
respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes
to the SPV and the Investors reasonably promptly after such amendment becomes effective.
(d) Inability
to Determine Term SOFR; Change in Legality.
(i)
If any Funding Agent shall have determined (which determination shall be conclusive and binding upon the parties hereto absent manifest
error) before the first day of any Interest Period that: (a) no Successor Rate has been determined in accordance with this Section
2.4, and the circumstances under clause (i) of Section 2.4(d) or the Scheduled Unavailability Date has occurred; (b) adequate
and reasonable means do not exist or determining Term SOFR for such Interest Period; (c) Term SOFR does not adequately and fairly reflect
the cost to the Investors (as conclusively determined by such Funding Agent) or maintaining any portion of its Investment during such
Interest Period or (d) dollar deposits in the relevant amounts and for the relevant Interest Period are not available, then the applicable
Funding Agent shall promptly give telephonic notice of such determination, confirmed in writing, to the SPV and the Administrative Agent
before the first day of any Interest Period. Upon delivery of such notice: (a) no portion of Investments shall be funded thereafter at
Term SOFR unless and until such Funding Agents shall have given notice to the SPV and the Administrative Agent that the circumstances
giving rise to such determination no longer exist and (b) with respect to any outstanding portion of Investments then funded at Term
SOFR, the Yield Rate with respect to such portion of Investment shall automatically be converted to the Base Rate on the last day of
the then-current Interest Period.
Schedule I-2
(ii)
If, on or before the first day of any Interest
Period, any Funding Agent shall have been notified by an Investor that such Investor has determined (which determination shall be final
and conclusive absent manifest error) that any change in Law pursuant to Section 9.2, or compliance by such Investor with any
change in Law pursuant to Section 9 .2, shall make it unlawful or impossible for such Investor to fund or maintain any portion
of its Investment at or by reference to Term SOFR, such Funding Agent shall notify the SPV and the Administrative Agent thereof. Upon
receipt of such notice, until the applicable Funding Agent notifies the SPV and the Administrative Agent that the circumstances giving
rise to such determination no longer apply, (a) no portion of Investment shall be funded thereafter at Term SOFR unless and until such
Investor shall have given notice to the Administrative Agent and the SPV that the circumstances giving rise to such determination no
longer exist and (b) with respect to any outstanding portion of Investment then funded at Term SOFR, the Yield Rate with respect to such
portion of Investment shall automatically be converted to the Base Rate on the last day of the then-current Interest Period.
(e) Rate
Definitions. As used in this Section 2.4, the following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined).
“Applicable
Margin” means [*****]% per annum.
“Base
Rate” means, for any day, a rate per annum equal to the higher of (a) the Federal Funds Rate for such day, plus [*****]%
and (b) the rate of interest in effect for such day as publicly announced from time to time by the Administrative Agent as its “prime
rate”. The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative
Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced rate. Any change in the prime rate announced by the Administrative Agent
shall take effect at the opening of business on the day specified in the public announcement of such change.
“CME” means
CME Group Benchmark Administration Limited.
“Conforming
Changes” means, with respect to any proposed Successor Rate, any conforming changes to the definition of Base Rate, Interest
Period, timing and frequency of determining rates and making payments of interest and other technical, administrative, or administrative
matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such Successor
Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or,
if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that
no market practice for the administration of such Successor Rate exists, in such other manner of administration as the Administrative
Agent determines is reasonably necessary in connection with the administration of this Agreement and any other Transaction Document).
Schedule I-3
“Daily
Simple SOFR” with respect to any applicable determination date means the SOFR rate published on such date on the Federal Reserve
Bank of New York’s website (or any successor source), plus the
Applicable Margin; provided that if Daily Simple SOFR determined in accordance with this Agreement would otherwise be
less than zero (0), Daily Simple SOFR shall be deemed zero (0) for all purposes of the Transaction Documents.
“Federal
Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such
day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York
shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank
of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero,
such rate shall be deemed to be zero for purposes of this Agreement.
“Interest Period”
means, each calendar month.
“Rate Type”
means Term SOFR or the Base Rate.
“Scheduled Unavailability
Date” has the meaning specified in Section 2.4(d)(ii).
“SOFR”
means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).
“Term
SOFR” means, on any U.S. Government Securities Business Day, the rate per annum equal to the Term SOFR Screen Rate with a term
equivalent to an Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then “Term
SOFR” means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case,
plus the Applicable Margin; provided that if Term SOFR determined in accordance with this provision would otherwise be
less than zero, Term SOFR shall be deemed zero (0) for all purposes of the Transaction Documents.
“Term SOFR Replacement
Date” has the meaning specified in Section 2.4(d).
“Term
SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory
to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing
such quotations as may be designated by the Administrative Agent from time to time).
“U.S.
Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities.
Schedule I-4
“Yield”
means, for each day,
where:
YR
=
the Yield Rate
for the Investment for such day,
I
=
the Investment for such day
; provided
that no provision of the Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by
applicable law.
“Yield
Rate” means, for any day during any Interest Period for the Investment, an interest rate per annum equal to Term SOFR
for such day. The “Yield Rate” for any date on or after the declaration or automatic occurrence of the Termination
Date pursuant to Section 8.2 or clause (e) of the definition of “Termination Date” shall be an interest rate equal
to [*****]% per annum above the Base Rate in effect on such day.
Schedule I-5
SCHEDULE
II
Calculation
of Required Reserves
“Calculation Period”
means each fiscal month of Arrow.
“CDW
Corporation Receivables” means the Receivables generated by CDW Corporation pursuant to the contract between CDW Corporation
and Arrow Enterprise Computing Solutions, Inc.
“Concentration
Percentage” for any Obligor of any Receivable at any time means, the percentage set forth in the right-hand column below opposite
the applicable short term ratings of such Obligor (or the parent company of such Obligor, if such Obligor’s obligations under the
Receivables are guaranteed by the parent company), it being understood that (i) in the event of a split rating, the lower of the two
ratings shall control, (ii) in the event that any Obligor does not have (and the parent company guarantying such Obligor’s obligations,
if applicable, does not have) short term ratings from each of S&P and Moody’s, the long term ratings of such Obligor (or the
parent company of such Obligor, if such Obligor’s obligations under the Receivables are guaranteed by the parent company) shall
be used and (iii) in the event that only one of the two rating agencies has published a rating (whether short term or long term) for
such Obligor (or the parent company of such Obligor, if such Obligor’s obligations under the Receivables are guaranteed by the
parent company), such rating shall control; provided, that for CDW Corporation (a) in the event of a split rating, the higher
of the two ratings shall control and (b) notwithstanding the table below, so long as no Investor has delivered with thirty (30) days
prior written notice to the Seller of its objection thereto, the Concentration Percentage for CDW Corporation Receivables shall be 10.00%;
provided, further, that for World Wide Technology, LLC notwithstanding the table below, so long as no Investor has delivered
with thirty (30) days prior written notice to the Seller of its objection thereto, the Concentration Percentage for World Wide Technology
Receivables shall be 8.00%:
Group
Short
Term Ratings
Long
Term Ratings
Concentration
S&P
and Moody’s
S&P
and Moody’s
Percentage
1
“A-1+”
and “P-1”
“AA-”
and “Aa3”
15.00%
2
“A-1”
and “P-1”
“A-”
and “A3”
12.50%
3
“A-2”
and “P-2”
“BBB”
and “Baa2”
6.25%
4
“A-3”
and “P-3”
“BBB-”
and “Baa3”
4.17%
5
Less
than “A-3” or
Less
than “BBB-” or
2.50%
“P-3”
“Baa3”
or no rating
“Concentration
Reserve Percentage” means, at any time of determination, the largest of: (a) the sum of the fivefour
(54) largest
Concentration Percentages of the Obligors falling within in Group “5” pursuant to the definition of “Concentration
Percentage,” (b) the sum of the threetwo
(32) largest
Concentration Percentages of the Obligors included in Group “4” pursuant to the definition of “Concentration Percentage,”
(c) the sum of the two (2) largest Concentration PercentagesObligor
percentage of the Obligors included in Group “3” pursuant to the definition of “Concentration Percentage”
and (d) the largest Obligor percentage of the Obligors included in Group “2” pursuant to the definition of “Concentration
Percentage.”
Schedule II-1
“Daily
Average Sales” for any three Calculation Periods means the quotient of (a) total sales during such Calculation Periods divided
by (b) 91.
“Days
Sales Outstanding” for any Calculation Period means the quotient (rounded, if necessary, to the nearest whole number) of (a)
Net Receivables Outstanding as of the most recent Month End Date divided by (b) the Daily Average Sales for the three Calculation
Periods ended on the most recent Month End Date.
“Default
Ratio” for any Calculation Period means the quotient, expressed as a percentage, of (a) the aggregate Unpaid Balance of (i)
each Receivable, the scheduled due date of which is 91-120121-150
days prior to the Month End Date and (ii) each Receivable evidenced by a promissory note issued after the origination of such Receivable,
the scheduled due date of which is less than 91121
days prior to the Month End Date, divided by (b) the aggregate initial Unpaid Balance of Receivables which arose during the Calculation
Period ending on the Month End Date fivesix
months prior.
“Delinquency
Ratio” for any Calculation Period means the quotient, expressed as a percentage, of (a) the aggregate Unpaid Balance of (i)
each Receivable, the scheduled due date of which is 61-90 days prior to the Month End Date and (ii) each Receivable evidenced by a promissory
note issued after the origination of such Receivable, the scheduled due date of which is less than 61 days prior to the Month End Date,
divided by (b) the aggregate initial Unpaid Balance of Receivables which arose during the Calculation Period ending on the Month
End Date four months prior.
“Dilution”
means on any date an amount equal to the sum, without duplication, of the aggregate reduction effected on such day in the Unpaid Balances
of the Receivables attributable to any non-cash items including credits, rebates, billing errors, sales or similar taxes, cash discounts,
volume discounts, allowances, disputes (it being understood that a Receivable is “subject to dispute” only if and to the
extent that, in the reasonable good faith judgment of the related Originator (which shall be exercised in the ordinary course of business)
the Obligor’s obligation in respect of such Receivable is reduced on account of any performance failure on the part of the related
Originator), set-offs, counterclaims, chargebacks, returned or repossessed goods, sales and marketing discounts, warranties, any unapplied
credit memos and other adjustments that are made in respect of Obligors; provided, that writeoffs related to an Obligor’s
bad credit shall not constitute Dilution.
“Dilution
Horizon Ratio” for any Calculation Period means the quotient of (a) the aggregate amount of sales by the Originators giving
rise to Receivables in the most recently concluded period consisting of the greater of (i) one and one half (1.5) Calculation Periods
and (ii) the weighted average dilution horizon calculated in accordance with the Agreed Upon Procedures as set forth in Schedule V,
divided by (b) the Net Pool Balance as of the Month End date for such Calculation Period.
Schedule II-2
“Dilution
Ratio” for any Calculation Period means the ratio (expressed as a percentage) computed by dividing (a) the aggregate Dilution
incurred during such Calculation Period, by (b) the aggregate amount of sales by the Originators giving rise to Receivables in
the two month prior Calculation Period.”
“Dilution
Reserve Ratio” for any Calculation Period means the product of (a) the sum of (i) the product of the Dilution Stress Factor
multiplied by the 12 month average Dilution Ratio, plus (ii) the Dilution Volatility Ratio multiplied by (b) the
Dilution Horizon Ratio.
“Dilution Stress
Factor” means 2.252.0.
“Dilution
Volatility Ratio” for any Calculation Period means the product of (a) the difference between (i) the highest three-month average
Dilution Ratio observed over the twelve consecutive Calculation Periods ending on the Month End Date of such Calculation Period (the
“Dilution Spike”) less (ii) the average of the Dilution Ratios observed over the twelve consecutive Calculation Periods
ending on the Month End Date of such Calculation Period and
(b) the
quotient, expressed as a percentage, of (x) the Dilution Spike, divided by (y) the average of the Dilution Ratios observed over
the twelve consecutive Calculation Periods ending on the Month End Date of such Calculation Period.
“Loss
Horizon Ratio” for any Calculation Period means the quotient, expressed as a percentage, of (a) the aggregate initial Unpaid
Balance of Receivables which arose during the most recently concluded WAPT Period, divided by (b) the Net Pool Balance at the
most recent Month End Date.
“Loss
Reserve Ratio” for any Calculation Period means the product of (a) 2.252.0,
multiplied by (b) the Peak Default Ratio for such Calculation Period, multiplied by (c) the Loss Horizon Ratio for such
Calculation Period.
“Minimum
Reserve Ratio” for any Calculation Period means the sum of (a) the Concentration Reserve Percentage, plus (b) the product
of (i) the Dilution Ratio multiplied by (ii) the Dilution Horizon Ratio.
“Month End Date”
means the last day of each fiscal month of Arrow.
“Net
Receivables Outstanding” means, as of any Month End Date, the difference between (a) the amount of accounts receivables as
reflected in the SPV’s books and records in accordance with GAAP as of such Month End Date minus (b) the aggregate amount
of the allowance for the collection of doubtful Receivables as reflected in the SPV’s books and records in accordance with GAAP
as of such Month End Date.
“Peak
Default Ratio” for any Calculation Period means the highest three-month rolling average Default Ratio observed during the twelve
consecutive Calculation Periods ending on the Month End Date of such Calculation Period.
“Required
Reserves” at any time means the greater of (x) 13.0% and (y) the sum of (a) the Yield Reserve, plus (b) the Servicing
Fee Reserve, plus (c) the Net Pool Balance multiplied by the greater of (i) the sum of the Loss Reserve Ratio and the Dilution
Reserve Ratio and (ii) the Minimum Reserve Ratio, each as in effect at such time.
Schedule II-3
“Servicing
Fee Reserve” at any time means an amount equal to the product of (a) the aggregate Unpaid Balance of Receivables as of the
most recent Month End Date, (b) 0.50%, and (c) the quotient of (i) 2.0 multiplied by Days Sales Outstanding, divided by (ii) 360.
“Special
Foreign Concentration Percentage” For each group of Permitted Foreign Jurisdictions having the long term debt rating set forth
in the left-hand column below (each, a “Special Foreign Rating Tier”), the percentage set forth in the right-hand column
below opposite such long term debt ratings, it being understood that (i) in the event of a split rating the lower of the two ratings
shall control the set to which the Receivables generated in such Permitted Foreign Jurisdiction correspond and (ii) in the event that
only one of the two rating agencies has published a rating for a Permitted Foreign Jurisdiction, such rating shall control:
“Special
Foreign Rating Tier”
“Special
Foreign
(Long
Term Ratings
Concentration
Percentage”
S&P
and Moody’s)
“AAA”
and “Aaa”
12.50%
“AA”
and “Aa2”
5.00%
“A”
and “A2”
5.00%
“BBB-”
and “Baa3”
3.00%
“B-”
and “B3”
2.00%
Less
than “B-” or “B3” or no rating
0.00%
“WAPT”
for any Calculation Period, the weighted average payment term (calculated in months) for all Receivables, as of the last day of the immediately
preceding calendar quarter.
“WAPT
Period” for any Calculation Period, the immediately preceding period consisting of WAPT + 2.5two
(2) months.
“World
Wide Technology Receivables” means the Receivables generated by World Wide Technology, LLC pursuant to the contract between
World Wide Technology, LLC and Arrow Enterprise Computing Solutions, Inc.
“Yield
Reserve” for any Calculation Period means an amount equal to the product of (a) the Net Investment as of the most recent Month
End Date, (b) 1.5, (c) the Base Rate and (d) the quotient, expressed as a percentage, of (i) 2.00 multiplied by the Days Sales
Outstanding divided by (ii) 360.
Schedule II-4
SCHEDULE
III
(Settlement
Procedures)
Sections 2.12 through
2.15 of the Agreement shall be read in their entirety as follows:
SECTION
2.12 Settlement Procedures. (a) Daily Procedure. On each Business Day, the Master Servicer shall, out of the Collections
of Receivables received or deemed received by the SPV or the Master Servicer since the immediately preceding Business Day:
(i) set
aside and hold in trust for the benefit of the Administrative Agent, on behalf of the Funding Agents for the benefit of the Investors,
an amount equal to the aggregate of the Yield and Servicing Fee in each case accrued through such day for the Investment and any other
Aggregate Unpaids (other than Net Investment) accrued through such day and in each case not previously set aside; and
(ii)
set aside and hold in trust for the benefit of the Administrative Agent on behalf of the Funding Agents for the benefit of the Investors
an amount equal to the excess, if any, of
(A) the
greatest of:
(1) if
the SPV shall have elected to reduce the Net Investment under Section 2.13, the amount
of the proposed reduction,
(2) the
amount, if any, by which the sum of the Net Investment and Required Reserves shall exceed
the Net Pool Balance, together with the amount, if any, by which the Net Investment shall
exceed the Maximum Net Investment, and
(3) if
such day is on or after the Termination Date (other than a Special Termination Date), the
Net Investment, and
(4) if
such day is on or after a Special Termination Date, the aggregate of the Net Investments
held by such Investor(s) with respect to which such Special Termination Date has occurred;
over
(B)
the aggregate of the amounts theretofore set aside and then so held for the benefit of the Administrative Agent pursuant to this clause
(ii); and
(iii)
pay the remainder, if any, of such Collections to the SPV for application to Reinvestment, for the benefit of the Administrative
Agent, on behalf of the Funding Agents for the benefit of the Investors, in the Receivables and other Affected Assets in accordance with
Section 2.2(b). To the extent and for so long as such Collections may not be reinvested pursuant to Section 2.2(b), the
Master Servicer shall set aside and hold such Collections in trust for the benefit of the Administrative Agent.
Schedule III-1
(b) Yield
Payment Date and Remittance Date Procedure.
(i)
The Master Servicer shall deposit into the Administrative Agent’s account on each Yield Payment Date, out of amounts set
aside pursuant to clause (i) of Section 2.12(a), an amount equal to the accrued and unpaid Yield for the related Interest Period.
(ii)
The Master Servicer shall deposit into the Administrative Agent’s account on each Remittance Date, out of amounts set aside pursuant
to clause (i) of Section 2.12(a), the Servicing Fee and any other Fees due and payable pursuant to Section 2.5.
(iii)
Notwithstanding clauses (i) and (ii) of Section 2.12(b), amounts set aside pursuant to clause (i)
of Section 2.12(a) in respect of the Servicing Fee shall not be deposited by the Master Servicer into the Administrative Agent’s
account to the extent that the Master Servicer is then entitled to retain such amounts pursuant to Section 2.12(c), from which
amounts the Master Servicer shall pay the Servicing Fee on the Remittance Date for its own account.
(c) Settlement
Date Procedure.
(i)
The Master Servicer shall deposit into the Administrative Agent’s account, on each Business Day selected by
the SPV for a reduction of the Net Investment under Section 2.13, the amount of Collections held for the Administrative Agent
pursuant to Section 2.12(a)(ii).
(ii)
On any date on or prior to the Termination Date, if the sum of the Net Investment and Required Reserves exceeds the Net Pool Balance,
the Master Servicer shall immediately pay to the Administrative Agent’s account from amounts set aside pursuant to clause (ii)
or (to the extent not theretofore reinvested) clause (iii) of Section 2.12(a) an amount equal to such excess.
(iii) On
each Settlement Date, the Master Servicer shall deposit to the Administrative Agent’s account on behalf of Funding Agents for the
benefit of the Investors:
(A)
out of the amounts set aside pursuant to clause (i) of Section 2.12(a) and not theretofore deposited in accordance with
Section 2.12(b), (if none of Arrow and its Affiliates is then the Master Servicer) the Servicing Fee, together with any other
accrued Aggregate Unpaids (other than Net Investment and other than Yield with respect to any Interest Period not ending on or to such
Settlement Date), in each case then due; and
(B)
out of the amount, if any, set aside pursuant to clause (ii) and (to the extent not theretofore reinvested) clause (iii)
of Section 2.12(a) and not theretofore deposited to the Administrative Agent’s account pursuant to this Section 2.12(c),
an amount equal to the lesser of such amount and the Net Investment;
Schedule III-2
provided,
however, that the Administrative Agent hereby gives its consent (which consent may be revoked upon the occurrence of a Termination
Event or Potential Termination Event), for the Master Servicer to retain amounts which would otherwise be deposited in respect of accrued
and unpaid Servicing Fee, in which case if such amounts are so retained, no distribution shall be made in respect of such Servicing Fee
under clause (d) below. Any amounts set aside pursuant to Section 2.12(a) in excess of the amount required to be deposited
in the Administrative Agent’s account pursuant to this subsection (c) or pursuant to subsection (b) above shall,
solely to the extent then required by Section 2.12(a), continue to be set aside and held in trust by the Master Servicer for application
on the next succeeding Settlement Date(s).
(d)
Order of Application. (i) Upon receipt by the Administrative
Agent of funds deposited pursuant to subsection (b), the Administrative Agent shall distribute them to the Investors, pro rata
based on the amount of Yield owing to each of them (as so notified by the Related Funding Agents to the Administrative Agent in accordance
with Section 2.12(d)), in payment of the accrued and unpaid Yield on the Investment for the related Interest Period and Fees then
due and payable. Upon receipt by the Administrative Agent of funds deposited pursuant to subsection (c), the Administrative Agent
shall distribute them to the Persons, to the extent and for the purposes and in the order of priority set forth below:
(1)
to the Investors, pro rata based on the amount of accrued and unpaid Yield owing to each of them, in payment of the accrued and
unpaid Yield on the Investment;
(2)
if Arrow or any Affiliate of Arrow is not then the Master Servicer, to the Master Servicer in payment of the accrued and unpaid Servicing
Fee payable on such Settlement Date;
(3)
provided no Termination Date has occurred and is continuing, to the Investors with respect to which a Special Termination Date
has occurred, pro rata based on their respective interests in the Asset Interest (as determined in accordance with Section 2.1(b)),
in reduction of the Net Investment held by such Investors;
(4)
to the Investors, pro rata based on their respective interests in the Asset Interest (as determined in accordance with Section
2.1(b)), in reduction of the Net Investment;
(5)
to the Investors, pro rata in payment of any Aggregate Unpaids in respect of breakage costs owed by the SPV hereunder to such
Investors;
(6)
to the Administrative Agent and the applicable Funding Agents, and Investors, pro rata in payment of any other Aggregate Unpaids
owed by the SPV hereunder to such Person (other than Net Investment, Yield and Servicing Fee); and
(7)
if Arrow or any Affiliate of Arrow is the Master Servicer, to the Master Servicer in payment of the accrued Servicing Fee payable on
such Settlement Date, to the extent not retained pursuant to subsection (c) above.
Schedule III-3
(ii) In
determining the amount of Yield owed to each Investor, the Administrative Agent shall be entitled to rely on the information provided
by the Related Funding Agent, which information shall be delivered no later than the Business Day prior to a Yield Payment Date to the
SPV, the Master Servicer and the Administrative Agent. The SPV shall be entitled to rely on such information for all purposes under the
Transaction Documents.
SECTION
2.13 Optional Reduction of Net Investment. The SPV may at any time elect to cause the reduction of the Net Investment as follows:
(a) the
SPV shall instruct the Master Servicer to (and the Master Servicer shall) set aside Collections and hold them in trust for the Administrative
Agent under clause (ii) of Section 2.12(a) until the amount so set aside shall equal the desired amount of reduction;
(b) the
SPV shall deliver to the Administrative Agent and each Funding Agent an Optional Reduction Notice by no later than 12:00 p.m. (New York
City time) on the Business Day of such reduction; and
(c)
on each Business Day specified in the SPV’s notice, the Master Servicer shall pay to the Administrative Agent, in reduction
of the Net Investment, the amount of such Collections so held or, if less, the Net Investment (it being understood that the Net Investment
shall not be deemed reduced by any amount set aside or held pursuant to this Section 2.13 unless and until, and then only to the
extent that, such amount is finally paid to the Administrative Agent as aforesaid).
SECTION
2.14 Application of Collections Distributable to SPV. Unless otherwise instructed by the SPV, the Master Servicer shall allocate
and apply, on behalf of the SPV, Collections distributable to the SPV hereunder first, to the payment or provision for payment
of the SPV’s operating expenses, as instructed by the SPV, second, to the payment or provision for payment when due of accrued
interest on any Subordinated Obligations payable by the SPV to Arrow under the First Tier Agreement, third, to the payment to
Arrow of the purchase price of new Receivables in accordance with the First Tier Agreement, fourth, to the payment to Arrow of
any Subordinated Obligations payable by the SPV to Arrow pursuant to the First Tier Agreement, and fifth, to the making of advances
to Arrow pursuant to Section 3.2 of the First Tier Agreement, subject to Section 6.2(k). Any amounts distributable to the
SPV and not allocated pursuant to this Section 2.14, may, at the option of the SPV, be invested in Eligible Investments or in
direct obligations of (including obligations issued or held in book entry form on the books of) the Department of the Treasury of the
United States of America.
SECTION
2.15 Collections Held in Trust. So long as the SPV or the Master Servicer shall hold any Collections or Deemed Collections then
or thereafter required to be paid by the SPV to the Master Servicer or by the SPV or the Master Servicer to the Administrative Agent,
it shall hold such Collections in trust, and, if requested by the Administrative Agent after the occurrence and during the continuance
of a Termination Event or Potential Termination Event (if such Potential Termination Event is not capable of being cured), shall deposit
such Collections within one Business Day of receipt thereof into the Collection Account. The Net Investment shall not be deemed reduced
by any amount held in trust by the Master Servicer or in the Collection Account pursuant to Section 2.12 unless and until, and
then only to the extent that, such amount is finally paid to the Administrative Agent in accordance with Section 2.12(c).
Schedule III-4
SCHEDULE
IV
Calculation
of Fees
“Facility
Fee” means a fee, calculated on the basis of the actual number of days elapsed divided by
360 andfor each Calculation Period, a fee
payable by the SPV to each Related Funding Agent on each Remittance Date (to be allocated among such Related Funding Agent, the Conduit
Investors associated with such Related Funding Agent, and its Related Alternate Investor, as appropriate),
in an aggregate amount for each day in such Calculation Period an
amount equal to the product of (i) the daily average
of such Related Alternate Investor’s Commitment during the calendar month immediately
prior to such Remittance Date, as applicable, and (ii) forty (40) basis points
per annum.Unused Amount on such
date multiplied by (ii) the Unused Fee Rate in effect on such date and divided by (iii) 360.
“Program
Fee” means a fee, calculated on the basis of the actual number of days elapsed divided by 360 and payable by the SPV to each
Investor, on each Remittance Date, in an amount equal to the product of (i) the daily average Net Investment held by such Investor during
the calendar month immediately prior to such Remittance Date, and (ii) fortyeighty-five
(4085) basis
points per annum.
“Unused
Amount” means, with respect to any day and any Related Alternate
Investor, an amount equal to the difference between
(i) such Related Alternate Investor’s Commitment on such day and
(ii) the Net Investment held by such Related Alternate
Investor on such day.
“Unused
Fee Rate” means, on any day a per annum
rate equal to (x) if the Related Alternate Investor’s
Unused Amount on such day is greater than or equal to 66% of such Related Alternate Investor’s Commitment on such day, thirty (30)
basis points, (y) if the Related Alternate Investor’s Unused Amount on such day is greater than 33% but less than 66% of such Related
Alternative Investor’s Commitment on such day, thirty-five (35) basis points and (z) if the Related Alternate Investor’s
Unused Amount on such day is less than or equal to 33% of such Related Alternate Investor’s Commitment on such day, forty
(40) basis points.
Schedule IV-1
SCHEDULE
V
AGREED
UPON PROCEDURES
1. Monthly
Report – Originator Level
Verify
the accuracy of the monthly reports for Month#1 and Month#2.
· Determine
whether the items shown on the monthly report complies with the terms of the TAA, such as
proper reporting of the rollforward and aging and proper calculation of ineligibles.
· Verify
the accuracy of the large obligor (concentrations) and payable and contra information provided
to the corporate location for possible inclusion in the consolidated monthly report.
· Trace
line items to supporting documentation (and to the general ledger, if applicable), including
tracing cash back to the bank statements. Recalculate line items.
2. Monthly
Report – Consolidated / Consolidating
Verify
the accuracy of the monthly report for Month#1 and Month#2.
· Determine
whether the rollforward, aging, and eligible receivables are accurately stated by tracing
line items for the various originators to the consolidating schedule.
· Recalculate
the consolidated ratios in accordance with the definitions in the TAA.
· Review
supporting documentation for determining the obligor concentrations. Ascertain that the concentration
information was accurately included in the consolidating and consolidated concentration information.
· Prepare
a chart of the line items analyzed and a comparison of the company prepared figures to those
you recomputed. Briefly describe the nature of the supporting documentation for each line
item.
3. Obligor
Concentration
Ask
management to provide you with an aged listing of the 10 largest obligors (aggregating exposure among affiliated obligors) at
month end Month#2. Verify the accuracy of this information on a sample basis by tracing amounts to the summary or detailed aged receivable
trial balance. Include the payment terms granted to each obligor in your exhibit. Attach this listing as an exhibit to your report.
4. Aging
For
Month#1 and Month#2, obtain the reconciliation of the aging per monthly report to the aged trial balance & the general ledger. Describe
the nature of any significant reconciling items. Note the timeliness of completion. Summarize each of the reconciliations and include
the details for each significant reconciling item in the report.
Schedule V-1
Include a description of
the aging methodology in your report (i.e. DPI). Describe how unapplied amounts and/or partial payments affect an account’s aging
status.
Select 10 invoices from among
the various aging categories at month end Month#2, and:
· Determine
if the accounts are being properly aged in accordance with the terms and methodology. Note
any accounts that may be aged in a non-conforming manner.
· Determine
whether the terms of payment on the sale receipt would make the sales receipt ineligible
for purchase. If so, determine if the company is properly excluding such invoices from sale
to the conduits.
· Obtain
the related documentation pertaining to proof of delivery. Determine that the invoices were
issued either coincident with or subsequent to the purchase of goods.
· Prepare
a listing of the accounts analyzed with an indication of the aging accuracy, the payment
terms as stated on the face of the invoice, which entity the invoice relates to, and reason
for delinquency, if any.
· Verify
the originator name listed on each invoice and whether the name matches the name of an Originator
listed in the underlying transaction documents and indicate whether the Originator is eligible.
Discuss with management
the magnitude of accounts/invoices in the aging at the end of Month#2 that have been extended, modified or restructured.
Ask
management to provide an aging of debit balances only as of a recent month end (i.e. no credits in the aging buckets). Compare
debit balance aging totals to the aging on the monthly report. Recalculate the delinquency ratio based on debit balance aging and compare
it to the ratio reported on the monthly report.
5. Dilution
- Credit Memos & Rebills
Select
30 credit memos that were issued in the last 2-3 months (SPECIFIED MONTHS). Compute the weighted average dilution horizon (WADH). Prepare
a table summarizing the WADH by entity and by type (returns, discounts, allowances, rebates, etc.) of credit memo. In addition,
compare this year’s WADH with what was calculated in the prior audit.
6. Invoice
Resolution Test
Select
a sample of 10 invoices dating from Month 200X (three months prior) and trace these invoices through to resolution (i.e. collection,
dilution, write-off, or delinquent). Prepare a listing of each invoice analyzed and include this detailed information in an exhibit to
your report. Be sure to include the payment terms on the face of invoice your exhibit.
Schedule V-2
7. Delinquent
Obligors
Obtain
from management a listing of the 10 obligors that comprise the largest portion of the 61-90 DPI aging bucket at month end Month#2. Note
what actions have been taken by management to expedite payment and the expected resolution. Inquire as to the reasons for material past
due amounts. In your report, note whether or not these balances were paid as of the date of fieldwork. Include this analysis as an exhibit
to your report.
8. Write-offs
Obtain
an understanding of the method used to write off uncollectible accounts (i.e.: write off to an accrued allowance account or write off
directly to the bad debt expense). Review the appropriate general ledger account (e.g. bad debt allowance account) for conformity with
the write offs reported on the Receivables Rollforward. Provide an explanation for any variances noted.
Obtain
from management the 5 largest write-offs in the 6-12 months ended Month#2. Obtain an explanation for each write-off and determine which
aging bucket these receivable amounts were in at the time they were written-off. Be sure to include the date of the write-off in your
analysis. Include this analysis as an exhibit to your report.
9. Collection
Methodology
Obtain
a current listing of the lockbox/collection account(s) into which collections on purchased receivables are deposited. Compare this to
the listing presented in the TAA.
Examine
the most recent bank statement/general ledger reconciliations for the 1-2 largest lockbox/collection account(s), noting the timeliness
of completion and materiality of any unreconciled variances. Which entity’s name is on each of these bank statements?
Ask
management to prepare a schedule for Month#1 and Month#2 summarizing collections by obligor remittance location.
Location
of Remittance
Bank Name
Account Number
Account Holder
Month
#1
($000’s)
Month
#2
($000’s)
%
Collection Account
(via Lockbox, Wire Transfer or ACH)
$
$
Company’s office
Other (describe)
(a) TOTAL Deposits
per Bank Statements
$
$
(b) Less:
Non-AR related Deposits
(c) Subtotal
$
100 %
$
100 %
(d)
+/- Reconciling items
(e) Total Collections
per Monthly Report
$
$
Schedule V-3
Verify
the accuracy of the information on the Excel spreadsheet by tracing the data to the bank statements, accounting records, and the monthly
report. Explain any large reconciling items.
If any
of the collections are remitted directly to the company’s offices, ask management where (bank name & account number) these
in-house receipts are eventually deposited. If the amount of monthly in-house collections cannot be precisely quantified, ask for an
estimate. Also, describe how promptly such collections are being deposited into the bank account (i.e. are the payments deposited within
2 business days or do they wait until the end of the week before making the deposit?).
10. Cash
Applications Test
Select
a sample of 5 cash receipts from a recent cash collections report and determine if the cash was applied to the correct invoices and if
the paid invoices were promptly removed from the aging. (In your sample, attempt to select one receipt from each of the remittance locations
noted in the preceding step.)
11. Credit
& Collection Policy / Credit File Review
Inquire
as to any material changes/updates in the Credit and Collection Policy since Month [20XX]. If so, obtain a copy of any revisions. If
not, inquire if any changes are being planned.
Select
[3-5] credit files for a sample active new receivable obligors (i.e. recently granted credit for the first time) in the last 6-12 months.
Test adherence to the company’s Credit Policy, including: proper credit approval, recency/date of financial information (D&B,
financial statements), credit references, adherence to credit limit, etc. Prepare a listing of the files analyzed, noting your results
and the adequacy of compliance with the required terms.
12. Daily
Balances
Obtain
the daily receivable balances for Month#1 and Month#2 (OR use daily sales and daily collections to create a pro-forma daily AR balance).
Graph this information and include both the underlying data and the graph in your report.
13. Contras/Payables
Concentration
Inquire
of management regarding any known contra accounts. For any known contra accounts, obtain the receivable balance and the payable balance
at month end Month#2. Confirm that any contra offset amounts are included in the ineligible receivables calculation. Attach your analysis
as an exhibit to the report.
14. Accounting
Entries Relating to the Transaction
Determine
whether the receivables being transferred were done so in accordance with the Sale Agreement and TAA by reviewing the most recent
the journal entries made on the books & records of the various entities involved. In each case, be sure to note the date the entries
were recorded, trace the journal entries to the respective general ledgers, and attach copies of the journal entries to your report.
Schedule V-4
· Review
the entries made on the books & records of Arrow Electronics, Inc., Arrow Enterprises
Computing Solutions, Inc. (“Originators”) to reflect the sale of the receivables
to Arrow Electronics Funding Corporation (“SPE”). Note whether or not
the funds received by Originator from the SPE were commensurate with the value of the receivables
transferred. What discount rate was used by the Originator? Ask management to provide (ideally
in writing) the rationale behind the establishment of the discount rate.
· Review
the entries made on the books & records of the SPE to reflect the purchase of receivables
from the Originator.
· Review
the entries made on the books & records of SPE to reflect the sale of an interest in
the receivables to the conduit(s). Note that the initial funding date was [XX/XX/XX].
15. Computer
Systems & Reporting
Determine
whether the master data processing records are marked with a legend in accordance with the terms of the TAA to indicate the ownership
interest. Ascertain the coding used to identify the purchased receivables on the system. Briefly describe the legend and the coding in
your report. Is there a header or note on the aging indicating that the receivables are no longer owned by the Originators (Arrow Electronics,
Inc., Arrow Enterprises Computing Solutions, Inc.)?
How
is the fact that the receivables are securitized reflected on the Originators’ (Arrow Electronics, Inc., Arrow Enterprises Computing
Solutions, Inc.) general ledger?
Inquire
of management if any significant changes have been made to the computer systems used in servicing the receivables since [XX/XX/XX]. If
so, document any changes. If not, inquire as to whether any changes are being planned.
Inquire
of management when Arrow Electronics, Inc. (“Servicer or Originator”) last tested its disaster recovery plan, what
the results were, how any issues were addressed, and when the next disaster recovery test will be conducted.
16. Audits
- Internal & External
Inquire
if Internal Auditors have performed any reviews of the credit procedures and/or receivable system during [20XX/the last twelve months].
Review copies of any internal audit reports. Include in your report a list of any issues that may pertain to the receivables being purchased
and related areas (i.e. EDP, collections, invoicing or general ledger systems) and how these issues have been/will be addressed. Discuss
with the Internal Auditors their planned schedule of coverage in [20XX/the next twelve months].
Discuss
with the Public Accounting Firm (“External Auditors” or [AUDIT FIRM NAME]) the results from the receivable confirmation
procedures performed in connection with the [XX/XX/XX] FYE financial audit of the Servicer or Originator – Arrow Electronics, Inc.
If possible, quantify the extent of the coverage and specify the type of procedures used (negative/positive confirmations, subsequent
cash receipts), noting any issues.
Schedule V-5
Obtain
a copy of the Management Letter (if any) prepared in conjunction with the [XX/XX/XX] FYE financial audit of the Servicer. Note any weaknesses
identified in the Servicer’s receivable operations and/or related controls (i.e. EDP and general ledger systems). Discuss the current
status of these issues with management.
Regarding
the Sarbanes-Oxley Act requirements, review the 10K filing (Annual report - SEC, EDGAR, or Company’s website). State in your report
the External Auditor’s opinion on the effectiveness of the client’s internal controls. If any deficiencies are noted in their
opinion, discuss with management steps taken to resolve any deficiencies relating to receivables.
17. Seller/Originator
Ask
management to provide details regarding any events that may impact the UCC Financing Statement filings such as mergers, acquisitions,
asset sales, or any changes in corporate names, location of chief executive offices, location of books and records relative to receivables.
Provide a legal organizational chart indicating where receivables are originated. Validate the listing matches the Originators listed
in the underlying documents.
Schedule V-6
SCHEDULE
4.1(g)
List
of Actions and Suits
Arrow Electronics, Inc.
N/A
Arrow Electronics Funding Corporation
N/A
Schedule 4.1(g)-1
SCHEDULE
4.1(i)
Location
of Certain Offices and Records
Arrow
Electronics Funding Corporation
Location
of Certain Offices and Records
Principal Place
of Business:
9151 East Panorama
Circle
Centennial, Colorado 80112
Chief Executive Office:
9151 East Panorama Circle
Centennial, Colorado 80112
Location of Records:
9151 East Panorama Circle
Centennial, Colorado 80112
Arrow
Electronics, Inc.
Location
of Certain Offices and Records
Principal Place
of Business:
9151 East Panorama
Circle
Centennial, Colorado 80112
Chief Executive Office:
9151 East Panorama Circle
Centennial, Colorado 80112
Location of Records:
9151 East Panorama Circle
Centennial, Colorado 80112
Schedule 4.1(i)-1
SCHEDULE
4.1(k)
List
of Subsidiaries, Divisions and Tradenames; FEIN
Subsidiaries:
None.
Divisions:
None.
Tradenames:
None.
Federal Employer Identification
Number:
[*****]
Schedule 4.1(k)-1
SCHEDULE
4.1(s)
List
of Blocked Account Banks and Blocked Accounts
[*****]
Schedule 4.1(s)-1
SCHEDULE
11.3
Address
and Payment Information
If to the Alternate Investors:
(1) Bank
of America, National Association 13510
Ballantyne Corporate PI
Charlotte, NC 28277
[*****]
(2) PNC
Bank, National Association
300 Fifth Avenue
Pittsburgh, PA 15222
[*****]
(3) Truist
Bank
3333
Peachtree Rd. NE, Atlanta, GA 30326
Mail Code 3950
[*****]
(4) Wells
Fargo Capital Finance
1100 Abernathy Road NE
Suite 1600
Atlanta, Georgia 30328
[*****]
(5) Mizuho
Bank, Ltd.
1271 Avenue of the Americas
New York, NY 10020
[*****]
(6) Sumitomo
Mitsui Banking Corporation
277 Park Avenue
New York, New York 10172
[*****]
Schedule 11.3-1
If to the Funding Agents:
(1) Bank
of America, National Association,
as Funding Agent
13510 Ballantyne Corporate PI
Charlotte, NC 28277
[*****]
Payment
Information:
[*****]
(2) PNC
Bank, National Association
300 Fifth Avenue
Pittsburgh, PA 15222
[*****]
Payment Information:
[*****]
Schedule 11.3-2
(3)
Truist
Bank
3333 Peachtree
Rd. NE, Atlanta, GA 30326
Code 3950
[*****]
Payment
Information:
[*****]
(4)
Wells
Fargo Bank, N.A.,
as Funding Agent
Wells Fargo Capital
Finance
1100 Abernathy
Road NE Suite 1600
Atlanta, Georgia
30328
[*****]
Payment Information:
[*****]
(5)
Mizuho Bank, Ltd.
1271 Avenue of the Americas
New York, NY 10020
[*****]
Payment Information:
[*****]
Schedule 11.3-3
(6)
SMBC
Nikko Securities America, Inc.
Sumitomo Mitsui Banking Corporation
as Funding Agent 277 Park Avenue
New York, NY 10172
[*****]
Payment Information:
[*****]
Schedule 11.3-4
If to the SPV:
Arrow Electronics Funding
Corporation
9151 East Panorama Circle
Centennial, Colorado 80112
Telephone:
Facsimile:
with a copy to:
Arrow Electronics, Inc.
9151 East Panorama Circle
Centennial, Colorado 80112
Attention: General Counsel
Payment Information:
[*****]
If to Arrow or the Master Servicer:
Arrow Electronics, Inc.
9151 East Panorama Circle
Centennial, Colorado 80112
Attention: General Counsel
[*****]
with a copy to:
Arrow Electronics, Inc. 9151
East Panorama Circle
Centennial, Colorado 80112
Attention: General Counsel
Payment Information:
[*****]
If to the Administrative Agent:
Bank of America, National Association
13510 Ballantyne Corporate
PI
Charlotte, NC 28277
[*****]
Schedule 11.3-5
Additional copy of Master Servicer Report,
Investment Request to be delivered to:
Bank of America, National
Association,
as Administrator
NC1-027-15-01
214 North Tryon Street, 15th
Floor
Charlotte, North Carolina
28255
[*****]
Payment Information:
Collection Account
[*****]
Schedule 11.3-6
Exhibit A
Form
of Assignment and Assumption Agreement
Reference
is made to the Transfer and Administration Agreement dated as of March __, 2001 as it may be amended or otherwise modified from time
to time (as so amended or modified, the “Agreement”) among ARROW ELECTRONICS FUNDING CORPORATION, as transferor (in
such capacity, the “SPV”), ARROW ELECTRONICS, INC., individually (the “Arrow”) and as master servicer
(in such capacity, the “Master Servicer”), the parties thereto as “CONDUIT INVESTORS,” “ALTERNATE
INVESTORS” and “FUNDING AGENTS,” MIZUHO BANK, LTD., as
Structuring Agent, and BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent. Terms defined in the Agreement
are used herein with the same meaning.
[___________________]
(the “Assignor”) and [_____________________] (the “Assignee”) agree as follows:
1.
The Assignor hereby sells and assigns to the Assignee, without recourse and without representation and warranty, and the Assignee hereby
purchases and assumes from the Assignor, an interest in and to all of the Assignor’s rights and obligations under the Agreement
and the other Transaction Documents. Such interest expressed as a percentage of all rights and obligations of the Related Alternate Investors,
shall be equal to the percentage equivalent of a fraction the numerator of which is $[________] and the denominator of which is the Facility
Limit. After giving effect to such sale and assignment, the Assignee’s Commitment will be as set forth on the signature page hereto.
2.
In consideration of the payment of $[___________], being [___]% of the existing Net Investment, and of $[___________], being [___]% of
the aggregate unpaid accrued discount, receipt of which payment is hereby acknowledged, the Assignor hereby assigns to the Agent for
the account of the Assignee, and the Assignee hereby purchases from the Assignor, a [___]% interest in and to all of the Assignor’s
right, title and interest in and to the Net Investment purchased by the undersigned on March __, 2001 under the Agreement.
3.
Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that
such interest is free and clear of any Adverse Claim; (ii) makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with the Agreement, any other Transaction Document or any other
instrument or document furnished pursuant thereto or the execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Agreement or the Receivables, any other Transaction Document or any other instrument or document furnished pursuant thereto; and
(iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any of the SPV or
the Master Servicer, Arrow or any Originator or the performance or observance by any of the SPV or the Master Servicer, Arrow or any
Originator of any of its obligations under the Agreement, any other Transaction Document, or any instrument or document furnished pursuant
thereto.
Exhibit A-1
4.
The Assignee (i) confirms that it has received a copy of the Agreement, the First Tier Agreement and each Originator Agreement together
with copies of the financial statements referred to in Section 6.1 of the Agreement, to the extent delivered through the date of this
Assignment and Assumption Agreement (the “Assignment”), and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Assignment; (ii) agrees that it will, independently and without
reliance upon the Administrative Agent, any Funding Agent, any of their respective Affiliates, any Conduit Investor, the Assignor or
any other Alternate Investor and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Agreement and any other Transaction Document; (iii) appoints and authorizes
the Administrative Agent and the Related Funding Agent to take such action as Administrative Agent or the Related Funding Agent on its
behalf and to exercise such powers and discretion under the Agreement and the other Transaction Documents as are delegated to the Administrative
Agent or the Related Funding Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto;
(iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required
to be performed by it as an Alternate Investor; (v) specifies as its address for notices and its account for payments the office and
account set forth beneath its name on the signature pages hereof; (vi) attaches the forms prescribed by the Internal Revenue Service
of the United States of America certifying as to the Assignee’s status for purposes of determining exemption from United States
withholding taxes with respect to all payments to be made to the Assignee under the Agreement or such other documents as are necessary
to indicate that all such payments are subject to such rates at a rate reduced by an applicable tax treaty, and (vii) agrees to comply
with Section 9.3(f) of the Agreement.
5.
The effective date for this Assignment shall be the later of (i) the date on which the Related Funding Agent and the Administrative Agent,
receive this Assignment executed by the parties hereto and receives the consent of the Related Funding Agent, and to the extent required
under the Agreement, the SPV, and (ii) the date of this Assignment (the “Effective Date”). Following the execution
of this Assignment and the consent of the Related Funding Agent, and to the extent required under the Agreement, the SPV, this Assignment
will be delivered to the Administrative Agent for acceptance and recording.
6.
Upon such acceptance and recording, as of the Effective Date, (i) the Assignee shall be a party to the Agreement and, to the extent provided
in this Assignment, have the rights and obligations of an Alternate Investor thereunder and (ii) the Assignor shall, to the extent provided
in this Assignment, relinquish its rights and be released from its obligations under the Agreement.
7.
Upon such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments under the Agreement
in respect of the interest assigned hereby (including, without limitation, all payments in respect of such interest in Net Investment,
Discount and fees) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Agreement
for periods prior to the Effective Date directly between themselves.
8.
The Assignee shall not be required to fund hereunder an aggregate amount at any time outstanding in excess of $[___________], minus the
aggregate outstanding amount of any interest funded by the Assignee in its capacity as a participant under any Program Support Agreement.
Exhibit A-2
9.
The Assignor agrees to pay the Assignee its pro rata share of fees in an amount equal to the product of (a) [_____] per annum and (b)
the Assignor’s Commitment during the period after the Effective Date for which such fees are owing and paid by the SPV pursuant
to the Agreement. Amounts paid under this section shall be credited against amounts payable to the Assignee under any participation agreement
entered into pursuant to the Agreement.
10.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS
OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
11.
This agreement contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject
matter hereof and shall constitute the entire Agreement among the parties hereto with respect to the subject matter hereof superseding
all prior oral or written understandings.
12.
If any one or more of the covenants, agreements, provisions or terms of this agreement shall for any reason whatsoever be held invalid,
then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions,
or terms of this agreement and shall in no way affect the validity or enforceability of the other provisions of this agreement.
13.
This agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
Delivery by facsimile of an executed signature page of this agreement shall be effective as delivery of an executed counterpart hereof.
14.
This agreement shall be binding on the parties hereto and their respective successors and assigns.
[Signatures
commence upon the following page]
Exhibit A-3
IN
WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be executed by their respective officers
thereunto duly authorized as of the date first above written.
[ASSIGNOR]
By:
Name:
Title:
[ASSIGNEE]
By:
Name:
Title:
Exhibit A-4
Address for notices and Account for
payments:
For Credit Matters:
For Administrative Matters:
[NAME]
[NAME]
Attention:
Attention:
Telephone:
[(___)
___ ____]
Telephone:
[(___) ___ ____]
Telefax:
[(___)
___ ____]
Telefax:
[(___) ___ ____]
Account for Payments:
NAME
ABA Number: [___ ___ ___]
Account Number: [___________]
Attention: [______________]
Re: [________________]
Consented to this [_____] day of [_______________________],
20__
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Administrative Agent
By:
Name:
Title:
ARROW ELECTRONICS FUNDING CORPORATION
By:
Name:
Title:
Exhibit A-5
Exhibit B
Form
of Contract
Exhibit B-1
Exhibit C
Credit
and Collection Policies and Practices
The
Credit and Collection Policy or Policies and practices of Arrow and Arrow ECS, relating to Contracts and Receivables, existing on the
date hereof are as set forth in manuals that were delivered by the SPV in August 2016 to the Administrative Agent, as modified from time
to time, in compliance with Sections 6.1(a)(vii) and 6.2(c).
Exhibit C-1
Exhibit D
Form
of Investment Request
ARROW ELECTRONICS FUNDING
CORPORATION (the “SPV”), pursuant to Section 2.3(a) of the Transfer and Administration Agreement, dated as
of March __, 2001 (as amended, modified, or supplemented from time to time, the “Agreement”), among the SPV,
ARROW ELECTRONICS, INC., individually (“Arrow”) and as master servicer (in such capacity, the “Master
Servicer”), the parties thereto as “CONDUIT INVESTORS,” “ALTERNATE INVESTORS” and
“FUNDING AGENTS,” MIZUHO BANK, LTD., as Structuring
Agent, and BANK OF AMERICA, NATIONAL ASSOCIATION, as Administrative Agent, effect an Investment from it pursuant to
the following instructions:
Investment Date:[________________]
Investment request is made
to: [specify [Conduit Investor] [Alternate Investors] of Related Funding Agent]
Investment Amount:[___________________________________]2
Investment Amount per Funding Agent:
Funding Agent
Pro
Rata Share (rounded)
Amount
Requested
Funding Agent A
%
$
Funding Agent B
%
$
Funding Agent C
%
$
Funding Agent D
%
$
Funding Agent E
%
$
Funding Agent F
%
$
Total
100 %
$
Account to be credited:
[bank name]
ABA No.[ _____________________________________]
Account No. [_________________________________]
Reference No.[ _______________________________]
Please
credit the above-mentioned account on the Investment Date. Capitalized terms used herein and not otherwise defined herein have the meaning
assigned to them in the Agreement.
The
SPV hereby certifies as of the date hereof that the conditions precedent to such Investment set forth in Section 5.2 of the Agreement
have been satisfied, and that all of the representations and warranties made in Section 4.1 of the Agreement are true and correct
on and as of the Investment Date, both before and after giving effect to the Investment.
ARROW ELECTRONICS FUNDING CORPORATION
2 At least $5,000,000 and
in integral multiples of $1,000,000.
Exhibit D-1
Dated:
By:
Name:
Title:
Exhibit D-2
Exhibit E
Form
of Optional Reduction Notice
ARROW
ELECTRONICS FUNDING CORPORATION (the “SPV”), pursuant to Section 2.13 of the Transfer and Administration Agreement,
dated as of March __, 2001 (as amended, modified, or supplemented from time to time, the “Agreement”), among the SPV,
ARROW ELECTRONICS, INC., individually (“Arrow”) and as master servicer (in such capacity, the “Master Servicer”),
the parties thereto as “CONDUIT INVESTORS,” “ALTERNATE INVESTORS” and “FUNDING AGENTS,”
MIZUHO BANK, LTD., as Structuring Agent, and BANK OF AMERICA, NATIONAL
ASSOCIATION, as Administrative Agent, effect an optional reduction of Net Investment pursuant to the following instructions:
Optional Reduction Date:[________________]
Optional Reduction Amount:[___________________________________]
Optional Reduction Amount per Funding Agent:
Funding Agent
Pro
Rata Share (rounded)
Reduction
Amount
Funding Agent A
%
$
Funding Agent B
%
$
Funding Agent C
%
$
Funding Agent D
%
$
Funding Agent E
%
$
Funding Agent F
%
$
Total
100 %
$
Capitalized
terms used herein and not otherwise defined herein have the meaning assigned to them in the Agreement.
ARROW ELECTRONICS FUNDING CORPORATION
Dated:
By:
Name:
Title:
Exhibit E-1
Exhibit F
Form
of Servicer Report
Exhibit F-1
Exhibit G
Form
of SPV Secretary’s Certificate
SECRETARY’S
CERTIFICATE
March __, 2001
I, [__________________],
the undersigned [________________] of Arrow Electronics Funding Corporation (the “SPV”), a Delaware corporation, DO
HEREBY CERTIFY that:
1.
Attached hereto as Annex A is a true and complete copy of the Certificate of Incorporation of the SPV as in effect on the date
hereof.
2.
Attached hereto as Annex B is a true and complete copy of the By-laws of the SPV as in effect on the date hereof.
3.
Attached hereto as Annex C is a true and complete copy of the resolutions duly adopted by the Board of Directors of the SPV [adopted
by unanimous written consent] as of March __, 2001, authorizing the execution, delivery and performance of each of the documents mentioned
therein, which resolutions have not been revoked, modified, amended or rescinded and are still in full force and effect.
4. The
below-named persons have been duly qualified as and at all times since March __, 2001, to and including the date hereof have been officers
or representatives of the SPV holding the respective offices or positions below set opposite their names and are authorized to execute
on behalf of the SPV the below-mentioned Transfer and Administration Agreement and all other Transaction Documents (as defined in such
Transfer and Administration Agreement) to which the SPV is a party and the signatures below set opposite their names are their genuine
signatures:
Name
Signatures
Office
5.
The representations and warranties of the SPV contained in Section 4.1 of the Transfer and Administration Agreement dated as of
March __, 2001 among the SPV, ARROW ELECTRONICS, INC., individually (the “Arrow”) and as master servicer (in such
capacity, the “Master Servicer”), the parties thereto as “CONDUIT INVESTORS,” “ALTERNATE
INVESTORS” and “FUNDING AGENTS,” and BANK OF AMERICA, NATIONAL ASSOCIATION, a national banking association
are true and correct as if made on the date hereof.
WITNESS my hand and
seal of the SPV as of the day first above written.
Secretary
Exhibit G-1
I,
[________________] the undersigned, [________________] of the SPV, DO HEREBY CERTIFY that [_____________________] is the duly
elected and qualified Secretary of the SPV and the signature above is his/her genuine signature.
WITNESS my hand as
of the day first above written.
[________________]
Exhibit G-2
Exhibit H
Form
of [Originators/Master Servicer] Secretary’s Certificate
SECRETARY’S
CERTIFICATE
March __, 2001
I,
[__________________], the undersigned [________________] of [Originator/Master Servicer] (the “[Originator/Master Servicer]”),
a [________] corporation, DO HEREBY CERTIFY that:
1.
Attached hereto as Annex A is a true and complete copy of the Certificate of Incorporation of the [Originator/Master Servicer]
as in effect on the date hereof.
2.
Attached hereto as Annex B is a true and complete copy of the By-laws of the [Originator/Master Servicer] as in effect on the
date hereof.
3.
Attached hereto as Annex C is a true and complete copy of the resolutions duly adopted by the Board of Directors of the [Originator/Master
Servicer] [adopted by unanimous written consent] as of March __, 2001, authorizing the execution, delivery and performance of each of
the documents mentioned therein, which resolutions have not been revoked, modified, amended or rescinded and are still in full force
and effect.
4.
The below-named persons have been duly qualified as and at all times since March __, 2001, to and including the date hereof have been
officers or representatives of the [Originator/Master Servicer] holding the respective offices or positions below set opposite their
names and are authorized to execute on behalf of the [Originator/Master Servicer] the below mentioned the Transfer and Administration
Agreement dated as of February __, 2001 among Arrow Electronics Funding Corporation, ARROW ELECTRONICS, INC., individually (the “Arrow”)
and as master servicer (in such capacity, the “Master Servicer”), the parties thereto as “CONDUIT INVESTORS,”
“ALTERNATE INVESTORS” and “FUNDING AGENTS,” and BANK OF AMERICA, NATIONAL ASSOCIATION, a national
banking association (the “Agreement”) Originator Sale Agreement and all other Transaction Documents to which the [Originator/Master
Servicer] is a party and the signatures below set opposite their names are their genuine signatures:
Name
Signatures
Office
5.
The representations and
warranties of the [Originator/Master Servicer] contained in the Originator Sale Agreement [and First Tier Agreement, each] dated as of
March __, 2001, between the [Originator/Master Servicer] and Arrow Electronics Funding Corporation [and the representations and warranties
of Arrow Originator, in its capacity as Servicer, contained in Section 4.2 of the Agreement,] are true and correct as if made on the
date hereof.
Exhibit H-1
WITNESS
my hand and seal of the [Originator/Master Servicer] as of the date first above written.
Secretary
I,
the undersigned, [_______________] of the [Originator/Master Servicer], DO HEREBY CERTIFY that [_____________________] is the
duly elected and qualified Secretary of the [Originator/Servicer] and the signature above is his/her genuine signature.
WITNESS my hand as
of the date first above written.
[________________]
Exhibit H-2
Exhibit I-1
Form
of Opinion of Robert E. Klatell, Counsel to SPV, Originators and Master Servicer
March
__, 2001
To
the parties listed on Schedule A
annexed hereto
Ladies and Gentlemen:
This
opinion is furnished to you pursuant to Section 5.1(m) of the Transfer and Administration Agreement dated as of March 21, 2001 (the “Agreement”)
among Arrow Electronics Funding Corporation, as transferor (in such capacity, the “SPV”), Arrow Electronics, Inc.,
individually (“Arrow”) and as master servicer (in such capacity, the “Master Servicer”), the parties
thereto as “Conduit Investors,” “Alternate Investors” and “Funding Agents,”
and Bank of America, National Association, as administrative agent (in such capacity, the “Administrative Agent”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings given such terms in the Agreement.
I
have acted as counsel to Arrow, Gates/Arrow Distributing, Inc. (together with Arrow, the Applicable Originators) (in connection with
the preparation of the Agreement, the Originator Sale Agreement, the First Tier Agreement, the other Transaction Documents and the transactions
contemplated thereby.
I
have examined, on the date hereof, the Agreement and all exhibits thereto, the First Tier Agreement and all exhibits thereto, each Originator
Sale Agreement, certificates of public officials and of officers of the SPV, Arrow and the other Originators and certified copies of
Arrow’s, the others Originator’s and the SPV’s certificate of incorporation, by-laws, the Board of Directors’
resolutions authorizing Arrow’s, the other Originator’s and the SPV’s participation in the transactions contemplated
by the Agreement, the Originator Sale Agreement, the First Tier Agreement, the other Transaction Documents, copies of each of the above
having been delivered to you. I have also examined the closing documents delivered pursuant to the Agreement, the Originator Sale Agreement
and the First Tier Agreement and copies of all such documents and records, and have made such investigations of law, as we have deemed
necessary and relevant as a basis for our opinion. With respect to the accuracy of material factual matters which were not independently
established, we have relied on certificates and statements of officers of Arrow, the other Originators and the SPV.
On the basis of the foregoing,
I am of the opinion that:
1.
Each of the Applicable Originators is a corporation duly incorporated, validly existing and in good standing under the laws of its respective
state or jurisdiction of formation, has the corporate power and authority to own its properties and to carry on its business as now being
conducted, and had at all relevant times, and now has, all necessary power, authority, and legal right to acquire and own the Receivables
and other Affected Assets, and is duly qualified and in good standing as a foreign corporation and is authorized to do business in each
jurisdiction in which the character of its properties or the nature of its business requires such qualification or authorization.
Exhibit I-1-1
2.
Each of the Applicable Originators has the power, corporate and other, and has taken all necessary corporate action to execute, deliver
and perform the Agreement, the First Tier Agreement, the Originator Sale Agreement and the other Transaction Documents to which it is
a party, each in accordance with its respective terms, and to consummate the transactions contemplated thereby. The Transaction Documents
to which each of Arrow and the other Originators is a party have been duly executed and delivered by Arrow and the other Originators,
as applicable, and constitute the legal, valid and binding obligations of each such party, enforceable against such party in accordance
with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement
of creditors’ rights generally and by general equitable principles.
3.
The execution, delivery and performance in accordance with their terms by each of Arrow and the other Originators of the First Tier Agreement,
Originator Sale Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated
thereby, do not and will not (i) require (a) any governmental approval or (b) any consent or approval of any stockholder of Arrow or
any of the other Originators that has not been obtained, (ii) violate or conflict with, result in a breach of, or constitute a default
under (a) the certificate of incorporation or the by-laws of Arrow or any of the other Originators, or (b) any other agreement to which
Arrow or any of the other Originators is a party or by which Arrow or any of the other Originators or any of their respective properties
may be bound, or (iii) result in or require the creation or imposition of any Adverse Claim upon any of the assets, property or revenue
of Arrow or any of the other Originators other than as contemplated by the First Tier Agreement or the Originator Sale Agreement, as
applicable.
4.
Except as set forth in the schedules attached hereto, there are not, in any court or before any arbitrator of any kind or before or by
any governmental or non-governmental body, any actions, suits, proceedings, litigation or investigations, pending or to the best of our
knowledge, after due inquiry, threatened, (i) against the Arrow or any of the other Originators or the business or any property of such
parties except actions, suits or proceedings that, if adversely determined, would not, singly or in the aggregate, have a Material Adverse
Effect or (ii) relating to the First Tier Agreement, the Originator Sale Agreement or any other Transaction Document.
5.
None of Arrow or any other Originator is, or is controlled by, an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.
The
foregoing opinions and conclusions were given only in respect of the laws of [insert state or other jurisdiction], the State of New York
and, to the extent specifically referred to herein, the Federal laws of the United States of America.
This
opinion has been delivered at your request for the purposes contemplated by the Agreement. Without our prior written consent, this opinion
is not to be utilized or quoted for any other purpose and no one other than you is entitled to rely thereon; provided, that any
Alternate Investor, any Program Support Provider and any placement Agent or dealer of the Conduit Investor’s commercial paper may
rely on this opinion as of it were addressed to them.
Very truly yours,
Exhibit I-1-2
Exhibit I-2
Form
of Opinion of Milbank, Tweed, Hadley & McCloy LLP, Counsel to the SPV, Originators and Master Servicer
March
__, 2001
To
the parties listed on Schedule A
annexed hereto
Ladies and Gentlemen:
This
opinion is furnished to you pursuant to Section 5.1(m) of the Transfer and Administration Agreement dated as of March __, 2001 (the “Agreement”)
among Arrow Electronics Funding Corporation, as transferor (in such capacity, the “SPV”), Arrow Electronics, Inc.,
individually (the “Arrow”) and as master servicer (in such capacity, the “Master Servicer”), the
parties thereto as “Conduit Investors,” “Alternate Investors” and “Funding Agents,”
and Bank of America, National Association, as administrative agent (in such capacity, the “Administrative Agent”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings given such terms in the Agreement.
We
have acted as counsel to Arrow, the other Originators and the SPV in connection with the preparation of the Agreement, the Originator
Sale Agreement, the First Tier Agreement, the other Transaction Documents and the transactions contemplated thereby.
We
have examined, on the date hereof, the Agreement and all exhibits thereto, the First Tier Agreement and all exhibits thereto, the Originator
Sale Agreement, certificates of public officials and of officers of the SPV, Arrow and the other Originators and certified copies of
Arrow’s, the others Originator’s and the SPV’s certificate of incorporation, by-laws, the Board of Directors’
resolutions authorizing Arrow’s, the other Originator’s and the SPV’s participation in the transactions contemplated
by the Agreement, the Originator Sale Agreement, the First Tier Agreement, the other Transaction Documents, copies of each of the above
having been delivered to you, copies of the financing statements on Form UCC-1 filed in the filing offices listed in Schedule I hereto
executed by each Originator (other than Arrow), as debtor, in favor of Arrow, as secured party and showing the Administrative Agent,
on behalf of the Funding Agents (on behalf of the Conduit Investors and the Alternate Investor), as the assignee of the secured party
substantially in the form attached hereto as Exhibit A (the “Originator Financing Statements”), copies of the
financing statements filed on Form UCC-1 filed in the filing offices listed in Schedule II hereto executed by Arrow, as debtor,
in favor of the SPV, as secured party and showing the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit
Investors and the Alternate Investors), as the assignee of the secured party, substantially in the form attached hereto as Exhibit
B (the “Arrow Financing Statements”) and copies of the financing statements on Form UCC-1 filed in the filing
offices listed in Schedule III hereto executed by SPV, as debtor, in favor of the Administrative Agent, on behalf of the Funding
Agents (on behalf of the Conduit Investors and the Alternate Investors), as secured party, substantially in the form attached hereto
as Exhibit C (the “SPV Financing Statements”). We have also examined the closing documents delivered pursuant
to the Agreement, the Originator Sale Agreement and the First Tier Agreement and copies of all such documents and records, and have made
such investigations of law, as we have deemed necessary and relevant as a basis for our opinion. With respect to the accuracy of material
factual matters which were not independently established, we have relied on certificates and statements of officers of Arrow, the other
Originators and the SPV.
Exhibit I-2-1
On the basis of the foregoing,
we are of the opinion that:
1.
The SPV is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, has the corporate
power and authority to own its properties and to carry on its business as now being conducted, and had at all relevant times, and now
has, all necessary power, authority, and legal right to acquire and own the Receivables and other Affected Assets, and is duly qualified
and in good standing as a foreign corporation and is authorized to do business in each jurisdiction in which the character of its properties
or the nature of its business requires such qualification or authorization.
2.
The SPV has the power, corporate and other, and has taken all necessary corporate action to execute, deliver and perform the Agreement
and the other Transaction Documents to which it is a party, each in accordance with its respective terms, and to consummate the transactions
contemplated thereby. The Transaction Documents to which the SPV is a party have been duly executed and delivered by the SPV and constitute
the legal, valid and binding obligations of the SPV enforceable against the SPV in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally
and by general equitable principles.
3.
The execution, delivery and performance in accordance with their terms by the SPV of the Agreement and the other Transaction Documents
and the consummation of the transactions contemplated thereby, do not and will not (i) require (a) any governmental approval or (b) any
consent or approval of any stockholder of the SPV that has not been obtained, (ii) violate or conflict with, result in a breach of, or
constitute a default under (a) the certificate of incorporation or the by-laws of the SPV, (b) any other agreement to which the SPV is
a party or by which the SPV or any of its properties may be bound, or (c) any Law applicable to the SPV of any court or of any Official
Body having jurisdiction over the SPV or any of its properties, or (iii) result in or require the creation or imposition
of any Adverse Claim upon any of the assets, property or revenue of the SPV other than as contemplated by the Agreement.
4.
The execution, delivery and performance in accordance with their terms by each of Arrow and the other Originators of the First Tier Agreement,
Originator Sale Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated
thereby, do not and will not (i) require (a) any governmental approval or (b) any consent or approval of any stockholder of Arrow or
any of the other Originators that has not been obtained, (ii) violate or conflict with, result in a breach of, or constitute a default
under (a) the certificate of incorporation or the by-laws of Arrow or any of the other Originators, (b) any other agreement to which
Arrow or any of the other Originators is a party or by which Arrow or any of the other Originators or any of their respective properties
may be bound, or (c) any Law applicable to Arrow or any of the other Originators of any Official Body having jurisdiction over Arrow
or any of the other Originators or any of its properties, or (iii) result in or require the creation or imposition of any Adverse Claim
upon any of the assets, property or revenue of Arrow or any of the other Originators other than as contemplated by the First Tier Agreement
or the Originator Sale Agreement, as applicable.
Exhibit I-2-2
5.
Except as set forth in the schedules attached hereto, there are not, in any court or before any arbitrator of any kind or before or by
any governmental or non-governmental body, any actions, suits, proceedings, litigation or investigations, pending or to the best of our
knowledge, after due inquiry, threatened, (i) against the SPV or the business or any property of the SPV except actions, suits or proceedings
that, if adversely determined, would not, singly or in the aggregate, have a Material Adverse Effect or (ii) relating to the Agreement
or any other Transaction Document.
6.
Except as set forth in the schedules attached hereto, there are not, in any court or before any arbitrator of any kind or before or by
any governmental or non-governmental body, any actions, suits, proceedings, litigation or investigations, pending or to the best of our
knowledge, after due inquiry, threatened, (i) against the Arrow or any of the other Originators or the business or any property of such
parties except actions, suits or proceedings that, if adversely determined, would not, singly or in the aggregate, have a Material Adverse
Effect or (ii) relating to the First Tier Agreement, the Originator Sale Agreement or any other Transaction Document.
7.
The Receivables constitute “accounts” or “general intangibles” as that term is defined in the Uniform
Commercial Code as in effect in the State of New York.
8.
The Originator Sale Agreement creates a valid and enforceable security interest (as that term is defined in Section 1-201(37) of the
Uniform Commercial Code (including the conflict of laws rules thereof) (the “UCC”) as in effect in New York (the “New
York UCC”) and [insert reference to applicable jurisdiction], under Article 9 of the New York UCC [and under similar provisions
of applicable jurisdiction] (“Originator Sale Security Interest”) in favor of the SPV in the Receivables and other
Affected Assets and the proceeds thereof (except that the First Tier Security Interest will attach to any Receivable created after the
date hereof only when the Originator possesses rights in such Receivable). The internal laws of [insert state or other jurisdiction]
govern the perfection by the filing of financing statements of the Originator Sale Security Interest in the Receivables and the proceeds
thereof. The Originator Financing Statement(s) have been filed in the filing office(s) located in [insert state or other jurisdiction]
listed in Schedule I hereto, which [is] [are] the only office(s) in which filings are required under the [insert state or other
jurisdiction] UCC to perfect the Originator Sale Security Interest in the Receivables and the proceeds thereof, and accordingly the Originator
Sale Security Interest in each Receivable and the proceeds thereof will, on the date of the initial transfer under the First Tier Agreement,
be perfected under Article 9 of the [insert state or other jurisdiction] UCC. All filing fees and all taxes required to be paid as a
condition to or upon the filing of the Originator Financing Statement(s) in [insert state or other jurisdiction] have been paid in full.
As of the date hereof, there were no (i) UCC financing statements naming the Originators as debtor, originator or assignor and covering
any Receivables or other Affected Assets or any interest therein or (ii) notices of the filing of any federal tax lien (filed pursuant
to Section 6323 of the Internal Revenue Code) or lien of the Pension Benefit Guaranty Corporation (filed pursuant to Section 4068 of
the Employment Retirement Income Security Act) covering any Receivable or other Affected Asset or any interest therein. The filing of
the Originator Financing Statements in the filing offices listed in Schedule I will create a first priority security interest
in each Receivable. Such perfection and priority will continue, provided that appropriate continuation statements are timely filed
where and when required under the UCC.
Exhibit I-2-3
9.
The First Tier Agreement creates a valid and enforceable security interest (as that term is defined in Section 1-201(37) of the Uniform
Commercial Code (including the conflict of laws rules thereof) (the “UCC”) as in effect in New York (the “New
York UCC”) under Article 9 of the New York UCC (“First Tier Security Interest”) in favor of the SPV in the
Receivables and other Affected Assets and the proceeds thereof (except that the First Tier Security Interest will attach to any Receivable
created after the date hereof only when Arrow possesses rights in such Receivable). The internal laws of New York govern the perfection
by the filing of financing statements of the First Tier Security Interest in the Receivables and the proceeds thereof. The Arrow Financing
Statement(s) have been filed in the filing office(s) located in [insert jurisdictions] listed in Schedule II hereto, which are
the only office(s) in which filings are required under the New York UCC to perfect the First Tier Security Interest in the Receivables
and the proceeds thereof, and accordingly the First Tier Security Interest in each Receivable and the proceeds thereof will, on the date
of the initial transfer under the First Tier Agreement, be perfected under Article 9 of the New York UCC. All filing fees and all taxes
required to be paid as a condition to or upon the filing of the Arrow Financing Statement(s) in New York have been paid in full. As of
the date hereof, there were no (i) UCC financing statements naming Arrow as debtor, originator or assignor and covering any Receivables
or other Affected Assets or any interest therein or (ii) notices of the filing of any federal tax lien (filed pursuant to Section 6323
of the Internal Revenue Code) or lien of the Pension Benefit Guaranty Corporation (filed pursuant to Section 4068 of the Employment Retirement
Income Security Act) covering any Receivable or other Affected Asset or any interest therein. The filing of the Originator Financing
Statement(s) in the filing offices listed in Schedule II will create a first priority security interest in each Receivable. Such
perfection and priority will continue, provided that appropriate continuation statements are timely filed where and when required
under the UCC.
10.
The Agreement creates a valid and enforceable security interest (as that term is defined in Section 1-201(37) of the New York UCC, under
Article 9 of the New York UCC (“Second Tier Security Interest”) in favor of the Agent in each Receivable and other
Affected Assets (except that the Second Tier Security Interest will attach only when the SPV possesses rights in such Receivable). The
internal laws of New York govern the perfection by the filing of financing statements of the Second Tier Security Interest in the Receivables
and the proceeds thereof. The SPV Financing Statement(s) have been filed in the filing office(s) located in [insert state or other jurisdiction]
listed in Schedule II hereto, which are the only office(s) in which filings are required under the UCC to perfect the Second Tier
Security Interest in the Receivables and the proceeds thereof, and accordingly the Second Tier Security Interest in each Receivable and
the proceeds thereof will, on the date of the initial transfer under the Agreement, be perfected under Article 9 of the New York UCC.
All filing fees and all taxes required to be paid as a condition to or upon the filing of the SPV Financing Statement(s) in New York
have been paid in full. As of the date hereof, there were no (i) UCC financing statements naming SPV as debtor, originator or assignor
and covering any Receivables or other Affected Assets or any interest therein or (ii) notices of the filing of any federal tax lien (filed
pursuant to Section 6323 of the Internal Revenue Code) or lien of the Pension Benefit Guaranty Corporation (filed pursuant to Section
4068 of the Employment Retirement Income Security Act) covering any Receivable or other Affected Assets or any interest therein. The
filing of the SPV Financing Statement(s) in the filing offices listed in Schedule III will create a first priority security interest
in each Receivable. Such perfection and priority will continue, provided that appropriate continuation statements are timely filed
where and when required under the UCC.
Exhibit I-2-4
11.
The SPV is not, and is not controlled
by, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
In
giving the opinions in paragraphs 8, 9 and 10, we have assumed that Arrow’s, each of the Originator’s
and the SPV’s chief executive office will continue to be located in [insert state or other jurisdiction]. The conclusions expressed
in paragraphs 8, 9 and 10 are subject to the accuracy of the personnel in the filing offices referred to above with
regard to the filing, indexing and recording of financing statements and notices of Adverse Claim, and to the correctness of reports
to us by [____________], who performed the searches of such records and who made the filings on behalf of Arrow, the Originators and
the SPV in [insert state or other jurisdiction].
In
giving the opinions set forth in paragraphs 8, 9 and 10, we have assumed that all filings as appropriate in the
event of a change in the name, identity or corporate structure of the debtor (or the Originator or assignor) named in any financing statements
and all continuation statements necessary under the UCC to maintain the perfection of the Originator Sale Agreement, First Tier Security
Interest and the Second Tier Security Interest in the Receivables and the proceeds thereof will be duly and timely filed. In giving such
opinions, we also do not express any opinion as to (a) transactions excluded from Article 9 of the UCC by virtue of Section 9-104 of
the UCC, (b) any security interest in proceeds except to the extent that the validity and perfection of any interest in proceeds (as
such term is defined under the UCC) thereof that is covered by the Originator Financing Statements or the SPV Financing Statements or
any duly filed financing statement referred to above may be permitted by Section 9-306 of the UCC, and (c) any security interest that
is terminated or released.
The
foregoing opinions and conclusions were given only in respect of the laws of [insert state or other jurisdiction], the State of New York
and, to the extent specifically referred to herein, the Federal laws of the United States of America.
This
opinion has been delivered at your request for the purposes contemplated by the Agreement. Without our prior written consent, this opinion
is not to be utilized or quoted for any other purpose and no one other than you is entitled to rely thereon; provided, that any
Alternate Investor, any Program Support Provider and any placement Agent or dealer of the Conduit Investor’s commercial paper may
rely on this opinion as of it were addressed to them.
Very truly yours,
Exhibit I-2-5
Exhibit
J
Form
of Extension Request
[DATE]
Bank of America, National Association,
as Administrative Agent
13510 Ballantyne Corporate PI
Charlotte, NC 28277
Attention: Global Asset Backed Securitization
Group
Re: Transfer
and Administration Agreement dated as of March 21, 2001 (as amended, restated, supplemented
or otherwise modified from time to time, the “TAA”) among Arrow Electronics
Funding Corporation, Arrow Electronics, Inc., the several Conduit Investors, Alternate Investors
and Funding Agents from time to time party thereto, Mizuho
Bank, Ltd., as Structuring Agent, and Bank of America, National Association,
as Administrative Agent. Capitalized terms used herein but not defined herein shall have
the meanings assigned to such terms in the TAA.
Ladies and Gentlemen:
The
undersigned, Arrow Electronics Funding Corporation, hereby kindly requests, pursuant to Section 3.3(a) of the TAA, that the Commitment
Termination Date be extended from [________], the current Commitment Termination Date, to [____________________], which is 364 days after
the current Commitment Termination Date (the “Requested CTD Extension”). This notice constitutes an Extension Request
for purposes of Section 3.3 of the TAA. The Response Deadline in respect of the Requested CTD Extension is [_______].3
The
Requested CTD Extension shall not become effective in respect of any Alternate Investor unless this Extension Request is executed and
delivered by such Alternate Investor, the undersigned, the Master Servicer and the Administrative Agent, and then the Requested CTD Extension
shall be effective only in respect of such Alternate Investor. The failure of any Alternate Investor to respond to this Extension Request
by the Response Deadline shall be deemed to be a rejection of the Extension Request by such Alternate Investor.
Acceptance
of this Extension Request may be executed in any number of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and
the same agreement. Delivery of an executed counterpart of a signature page to this Extension Request by telefacsimile shall be effective
as delivery of a manually executed counterpart of this Waiver.
3 A date no later than the
fifteenth day prior to the then effective Commitment Termination Date.
Exhibit J-1
Sincerely,
ARROW ELECTRONICS FUNDING CORPORATION,
as SPV
By:
Name:
Title:
Acknowledged, accepted and agreed
to as of the date hereof:
ARROW ELECTRONICS, INC.,
as Master Servicer
By:
Name:
Title:
Signature
Page to
Extension Request dated [_______]
ACCEPTED AND AGREED
BANK OF AMERICA, NATIONAL ASSOCIATION,
as Administrative Agent and Alternate Investor
By:
Name:
Title:
MIZHOPNC
BANK, LTD.NATIONAL
ASSOCIATION,
as Structuring
Agent and Alternate Investor
By:
Name:
Title:
WELLS
FAEGOTRUIST
BANK, N.A.,
as Alternate Investor
By:
Name:
Title:
SUMITOMO
MITSUI BANKING CORPORATIONWELLS
FARGO BANK, N.A.,
as Alternate Investor
By:
Name:
Title:
PNCMIZUHO
BANK NATIONAL ORPORATION,
LTD.,
as Alternate Investor
By:
Name:
Title:
Signature
Page to
Extension Request dated [_______]
TRUIST
BANKSUMITOMO MITSUI
BANKING CORPORATION,
as Alternate Investor
By:
Name:
Title:
Signature
Page to
Extension Request dated [_______]
EXHIBIT B
Funding
Agent
Upfront
Fee
Bank
of America, National Association
[*****]
PNC
Bank, National Association
[*****]
Truist
Bank
[*****]
Wells
Fargo Bank, N.A.
[*****]
Mizuho
Bank, Ltd.
[*****]
Sumitomo
Mitsui Banking CorporationSMBC Nikko Securities America, Inc.
[*****]
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