Common use of Blocked Account Arrangements Clause in Contracts

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.

Blocked Account Arrangements. Prior to the initial Investment hereunder, Closing Date the SPV, Arrow Servicer and each other Originator SPV shall enter into Blocked Account Agreements with all of the Blocked Account Banks, and deliver original counterparts thereof to the Administrative Agent. Upon The Agent may at any time after the occurrence and during the continuation 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 Accounts and the Collection 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 and the Collection Account be redirected pursuant to its instructions rather than deposited in the applicable Blocked Account or the Collection Account, and (iii) to take any or all other actions permitted under the applicable Blocked Account Agreement; provided that the Agent shall have no right, title or interest in any Excluded Amounts deposited into Blocked Accounts or the Collection Account and shall cause such Excluded Amounts to be transferred to the applicable Originator at its direction. Arrow Each of the Servicer and SPV 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 each of the Servicer and SPV hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any Except as provided in Section 2.9, any proceeds of Receivables received by Arrowany of the Originators, as Master the Servicer or otherwise, the SPV thereafter shall be sent immediately promptly (but in any event within two (2) Business Days of receipt) to the Administrative Agenta Blocked Account. The parties hereto hereby acknowledge that if at any time the Administrative Agent takes control of any Blocked Account or the Collection 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. The Servicer and the SPV further agree that at any time after the occurrence and during the continuation of a Termination Event or Potential Termination Event, howeverthey will not withdraw or transfer any amounts (x) from a Blocked Account, that the Administrative Agent shall not be under any obligation except: (i) to remit any such funds another Blocked Account, (ii) to the SPVCollection Account as and when required hereunder, Arrow or any other Person unless and until (iii) otherwise with the Administrative written consent of the Agent has received or (y) from such Person evidence satisfactory to the Administrative Agent that Collection Account, except with the Originator or such Person is entitled to such funds hereunder and under applicable Lawwritten consent of the Agent.

Blocked Account Arrangements. Prior to the initial Investment hereunder, purchase hereunder the SPV, Arrow Servicer and each other Originator SPV 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)Event, 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: (ia) 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, (iib) 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 (iiic) to take any or all other actions permitted under the applicable Blocked Account Agreement. Arrow Each of the Servicer and SPV 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 each of the Servicer and SPV 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 Arrowthe Seller, as Master Servicer or otherwise, or the SPV 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 Seller or any other Person unless and until the Administrative Agent has received from the Seller or such Person evidence satisfactory to the Administrative Agent that the Originator Seller or such Person is entitled to such funds hereunder and under applicable Law.

Blocked Account Arrangements. Prior to the initial Investment Purchase hereunder, in accordance with Section 1 of Exhibit II, the SPV, Arrow Originator and each other Originator the Seller shall enter have entered into Blocked Account Agreements Agreements, with all of the each Blocked Account BanksBank, and deliver delivered original counterparts thereof of each such agreement to the Administrative Agent. Upon Solely during the occurrence existence of a Termination Event or a Potential Unmatured Termination Event (which Potential Termination Event is not capable Event, or if at any time the Debt Ratings of being cured)Ixxxxx are less than “BB” by S&P or “Ba2” by Mxxxx’x, the Administrative Agent may may, or at the direction of the Required Purchasers shall, 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 (on behalf of itself, the Purchaser Agents and the Purchasers) and to exercise exclusive dominion and control over the funds deposited therein, (ii) to have the proceeds (including Collections) of Pool Assets that are sent to the respective Blocked Accounts be redirected pursuant to its the Administrative Agent’s 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; provided, that the amounts described in clause (ii) above shall continue to be applied in accordance with Section 1.4 (other than as a Reinvestment pursuant to Section 1.4(b)(ii) unless such redirection is solely the result of Ixxxxx’x Debt Ratings being less than “BB” by S&P or “Ba2” by Mxxxx’x). Arrow The Seller 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 (on behalf of itself, the Purchaser Agents and the Purchasers) of the proceeds (including Collections) of all Pool Receivables and Arrow the Seller hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such controlcontrol (for the avoidance of doubt, such actions may not include contacting Obligors or similar actions except as otherwise permitted hereunder during the existence of a Termination Event, including pursuant to Section 4.4 below). Any proceeds of Pool Receivables received by Arrow, as Master the Seller or the Servicer or otherwise, thereafter shall be sent immediately promptly (but in any event within one (1) Business Day) 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 shall, in the funds therein in excess case of the unpaid amounts due to SPVcollections other than of a Pool Receivable, 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(b4.2(b) (including the proviso thereto) and Article II I (in each case as if such funds were held by the Master Servicer thereunder); provided. Upon termination of this Agreement in accordance with Section 6.9, however, that the Administrative Agent shall not be under any obligation take such actions as are reasonably requested by the Seller to remit any such funds to terminate and release all of its right, title and interest in and control of 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 LawBlocked Accounts.

Blocked Account Arrangements. Prior to the initial Investment hereunder, Closing Date the SPV, Arrow Servicer and each other Originator SPV shall enter into Blocked Account Agreements with all of the Blocked Account Banks, and deliver original counterparts thereof to the Administrative Agent. Upon The Agent may at any time after the occurrence and during the continuation 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; provided that the Agent shall have no right, title or interest in any Excluded Amounts deposited into Blocked Accounts and shall cause such Excluded Amounts to be transferred to the applicable Originator at its direction. Arrow Each of the Servicer and SPV 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 each of the Servicer and SPV hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any Except as provided in Section 2.9, any proceeds of Receivables received by Arrowany of the Originators, as Master the Servicer or otherwise, the SPV thereafter shall be sent immediately promptly (but in any event within two (2) Business Days of receipt) to the Administrative Agenta Blocked Account. 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. The Servicer and the SPV further agree that at any time after the occurrence and during the continuation of a Termination Event or Potential Termination Event, howeverthey will not withdraw or transfer any amounts from a Blocked Account, that the Administrative Agent shall not be under any obligation except: (i) to remit any such funds another Blocked Account, (ii) to the SPVCollection Account as and when required hereunder, Arrow or any other Person unless and until (iii) otherwise with the Administrative Agent has received from such Person evidence satisfactory to written consent of the Administrative Agent that the Originator or such Person is entitled to such funds hereunder and under applicable LawAgent.

Blocked Account Arrangements. Prior On or prior to the initial Investment hereunder, Closing Date the SPV, Arrow and each other Originator SPV shall enter into Blocked Account Agreements with all of the Blocked Account Banks, and deliver original counterparts thereof to the Administrative Agent. Upon The Agent may at any time after the occurrence and during the continuation 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; provided that the Agent shall have no right, title or interest in any Excluded Amounts deposited to the Blocked Accounts and shall cause such Excluded Amounts to be transferred to the applicable Originator at its direction. Arrow The SPV 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 (other than Foreign Currency Receivables) and Arrow the SPV hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any Except as provided in Section 2.9, any proceeds of Receivables (other than Obligors of Foreign Currency Receivables) received by Arrowany of the Originators, as the Master Servicer or otherwise, the SPV thereafter shall be sent immediately promptly (but in any event within two (2) Business Days of receipt) to the Administrative Agenta Blocked Account. 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.

Blocked Account Arrangements. Prior to the initial Investment hereunderClosing Date, the SPV, Arrow and each other Originator Seller shall enter have entered into Blocked Account Control Agreements with all of the Blocked Account Banks, Banks and deliver original delivered executed counterparts thereof of each to the Administrative Agent. Upon the occurrence and during the continuance of a an Event of Termination Event or a Potential Termination Event (which Potential Termination Event is not capable of being cured)Non-Reinvestment Event, the Administrative Agent may (with the consent of the Majority Group Agents) and shall (upon the direction of the Majority Group Agents) at any time thereafter give notice to each Blocked Account Bank that the Administrative Agent is exercising its rights under the Blocked Account Control Agreements to do any or all of the following: (ia) to have the exclusive ownership and control of the Blocked Account Accounts and the Blocked Accounts transferred to the Administrative Agent (for the benefit of the Secured Parties) and to exercise exclusive dominion and control over the funds deposited therein, (iib) to have the proceeds that are sent to the respective Blocked Accounts be redirected pursuant to its the Administrative Agent’s instructions rather than deposited in the applicable Blocked Account, Account and (iiic) to take any or all other actions permitted under the applicable Blocked Account Control Agreement. Arrow The Seller hereby agrees that if the Administrative Agent, Agent at any time, time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control (for the benefit of the Secured Parties) of the proceeds (including Collections) of all Pool Receivables and Arrow the Seller hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by Arrow, as Master the Seller or the Servicer or otherwise, thereafter shall be sent immediately to to, or as otherwise instructed by, 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.

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)Event, the Administrative Agent Administrator may (with the consent of a Simple Majority of the Purchasers) or shall (upon the written direction of a Simple Majority of the Purchasers) at any time thereafter give notice to each Blocked Account Bank that the Administrative Agent Administrator is exercising its rights under the Blocked Account Agreements to do any or all of the following: (ia) to have the exclusive ownership and control of the Blocked Account Accounts transferred to the Administrative Agent Administrator (for the benefit of the Purchasers) and to exercise exclusive dominion and control over the funds deposited therein, (iib) to have the proceeds that are sent to the respective Blocked Accounts be redirected pursuant to its the Administrator’s instructions rather than deposited in the applicable Blocked Account, and (iiic) to take any or all other actions permitted under the applicable Blocked Account Agreement. Arrow The Seller hereby agrees that if the Administrative Agent, Administrator at any time, time takes any action set forth in the preceding sentence, the Administrative Agent Administrator shall have exclusive control (for the benefit of the Purchasers) of the proceeds (including Collections) of all Pool Receivables and Arrow each of the Seller and the Servicer hereby further agrees to take any other action that the Administrative Administrator or any Purchaser Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by Arrow, as Master the Seller or the Servicer or otherwise, thereafter shall be sent immediately to the Administrative AgentAdministrator. The parties hereto hereby acknowledge that if at any time the Administrative Agent Administrator takes control of any Blocked Account, the Administrative Agent Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to SPVthe Administrator, the Administrative Agent and the Investors Purchaser Groups, any Indemnified Party or any other Person hereunder hereunder, and the Administrative Agent Administrator shall distribute or cause to be distributed such funds in accordance with Section 7.2(b) (including the proviso thereto4.2(b) and Article II I (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.

Blocked Account Arrangements. Prior On or prior to the initial Initial Investment hereunder, Date the SPV, Arrow and each other Originator SPV shall enter into Blocked Account Agreements with respect to all of the Blocked Accounts with all of the related Blocked Account Banks, and deliver original executed counterparts thereof to the Administrative Agent. Upon The Agent may at any time after the occurrence and during the continuation of a Termination Event or a Potential Termination Trigger 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 Each of the Servicer, the SPV and each Originator 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 each of the Servicer, the SPV and each Originator 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 Arrowany of the Originators, as Master the Servicer or otherwise, the SPV thereafter shall be sent immediately promptly (but in any event within three (3) Business Days of receipt) to the Administrative Agenta Blocked Account. 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. If at any time the Blocked Account Bank delivers written notice to terminate the applicable Blocked Account Agreement in accordance with the terms thereof because of a Trigger Event, howeverthe Agent takes control of the applicable Blocked Account and no Termination Event has occurred and is continuing, that then any amounts received by the Administrative Agent shall not be under any obligation applied by the Agent to remit any the Aggregate Unpaids that are due and owing in accordance with the priority of payments set forth in the applicable provisions of Section 2.12 (as if such funds were held by the Servicer thereunder). After giving effect to any retention pursuant to the SPVimmediately preceding sentence, Arrow or the Agent shall promptly pay any other Person unless amounts received by the Agent to an account designated by the SPV in accordance with Section 2.12. The Servicer, the SPV and until each Originator further agree that from and after the Administrative Agent has received occurrence of the Termination Date, they will not withdraw or transfer any amounts from such Person evidence satisfactory a Blocked Account, except: (i) to another Blocked Account, or (ii) otherwise with the Administrative Agent that written consent of the Originator or such Person is entitled to such funds hereunder and under applicable LawAgent.

Blocked Account Arrangements. Prior to the initial Investment hereunder, Closing Date the SPV, Arrow Servicer and each other Originator SPV shall enter into Blocked Account Agreements with all of the Blocked Account Banks, and deliver original counterparts thereof to the Administrative Agent. Upon The Agent may at any time after the occurrence and during the continuation 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 Accounts and the Collection Account Accounts transferred to the Administrative Agent and to exercise 66 exclusive dominion and control over the funds deposited therein, (ii) to have the proceeds that are sent to the respective Blocked Accounts and the Collection Account be redirected pursuant to its instructions rather than deposited in the applicable Blocked Account or the Collection Account, and (iii) to take any or all other actions permitted under the applicable Blocked Account Agreement; provided that the Agent shall have no right, title or interest in any Excluded Amounts deposited into Blocked Accounts or the Collection Account and shall cause such Excluded Amounts to be transferred to the applicable Originator at its direction. Arrow Each of the Servicer and SPV 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 each of the Servicer and SPV hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any Except as provided in Section 2.9, any proceeds of Receivables received by Arrowany of the Originators, as Master the Servicer or otherwise, the SPV thereafter shall be sent immediately promptly (but in any event within two (2) Business Days of receipt) to the Administrative Agenta Blocked Account. The parties hereto hereby acknowledge that if at any time the Administrative Agent takes control of any Blocked Account or the Collection 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. The Servicer and the SPV further agree that at any time after the occurrence and during the continuation of a Termination Event or Potential Termination Event, howeverthey will not withdraw or transfer any amounts (x) from a Blocked Account, that the Administrative Agent shall not be under any obligation except: (i) to remit any such funds another Blocked Account, (ii) to the SPVCollection Account as and when required hereunder, Arrow or any other Person unless and until (iii) otherwise with the Administrative written consent of the Agent has received or (y) from such Person evidence satisfactory to the Administrative Agent that Collection Account, except with the Originator or such Person is entitled to such funds hereunder and under applicable Lawwritten consent of the Agent.

Blocked Account Arrangements. Prior to the initial Investment hereunder, Closing Date the SPV, Arrow Servicer and each other Originator the SPV shall enter into Blocked Account Agreements with all of the Blocked Account Banks, and deliver original counterparts thereof to the Administrative Agent. Upon The Agent may at any time after the occurrence and during the continuation 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; provided that the Agent shall have no right, title or interest in any Excluded Amounts deposited to the Blocked Accounts and shall cause such Excluded Amounts to be transferred to the applicable Originator at its direction. Arrow Each of the Servicer and SPV 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 each of the Servicer and SPV hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any Except as provided in Section 2.9, any proceeds of Receivables received by Arrowany of the Originators, as Master the Servicer or otherwise, the SPV thereafter shall be sent immediately promptly (but in any event within two (2) Business Days of receipt) to the Administrative Agenta Blocked Account. 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.

Blocked Account Arrangements. Prior to the initial Investment hereunder, Original Closing Date the SPV, Arrow Servicer and each other Originator SPV shall enter into Blocked Account Agreements with all of the Blocked Account Banks, and deliver original counterparts thereof to the Administrative Agent. Upon The Agent may at any time after the occurrence and during the continuation 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; provided that the Agent shall have no right, title or interest in any Excluded Amounts deposited to the Blocked Accounts and shall cause such Excluded Amounts to be transferred to the applicable Originator at its direction. Arrow Each of the Servicer and SPV 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 each of the Servicer and SPV hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any Except as provided in Section 2.9, any proceeds of Receivables received by Arrowany of the Originators, as Master the Servicer or otherwise, the SPV thereafter shall be sent immediately promptly (but in any event within two (2) Business Days of receipt) to the Administrative Agenta Blocked Account. 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.

Blocked Account Arrangements. Prior to the initial Investment hereunderClosing Date, the SPVTransferor, Arrow the Seller, the Servicer and each other Originator the Administrative Agent shall enter into a Blocked Account Agreements Agreement with all each of the Blocked Account Banks, covering each Blocked Account, and the Servicer shall deliver original counterparts thereof to the Administrative AgentAgent and the Insurer. Upon the occurrence of a Termination an Event of Default or a Potential Termination Event (which Potential Termination Event is not capable of being cured)Servicer Default, the Administrative Agent may (or at the written direction of the Control Party, shall) at any time thereafter give notice to each any Blocked Account Bank that the Administrative Agent is exercising its rights under the related Blocked Account Agreements Agreement to do any or all of the following: (i) to have the exclusive ownership and control of the each related Blocked Account Accounts (and any related post office boxes or lock-boxes) transferred to the Administrative Agent and to exercise exclusive dominion and control over the funds deposited from time to time therein, (ii) to have the proceeds that are sent to the respective such Blocked Accounts Account (and any related post office boxes or lock-boxes) be redirected pursuant to its instructions rather than deposited in the applicable Blocked Account, without the consent of the Transferor, the Seller or the Servicer and (iii) to take any or all other actions permitted under the applicable related Blocked Account Agreement, without the consent of the Transferor, the Seller or the Servicer. Arrow Each of the Transferor, the Seller and the Servicer 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 Receivables, and Arrow each of the Transferor, the Seller and the Servicer hereby further agrees to take any other action that the Administrative Agent or the Control Party may reasonably request to transfer such control. Any proceeds of Receivables received by Arrowthe Transferor, the Seller or RACC, as Master Servicer or otherwise, thereafter shall be sent immediately to the Administrative Agent. The parties hereto hereby acknowledge that if at any time Agent (or to such account as the Administrative Agent takes control of any Blocked Account, may designate in writing from time to time). All such proceeds received by 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 pursuant to and in accordance with the priorities for payment set forth in 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 Law2.12.

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 Axxxx 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.

Blocked Account Arrangements. (a) Prior to the initial Investment hereunderpurchase hereunder the Originator, the SPVSPV and NSC, Arrow and each other Originator as applicable, 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)Remedy Event, 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 The Originator 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 the Originator 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 Arrowthe Originator, 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 Originator or any other Person unless and until the Administrative Agent has received from the Originator or such Person evidence satisfactory to the Administrative Agent that the Originator or such Person is entitled to such funds hereunder and under applicable Law. (b) The SPV shall reimburse the Administrative Agent for, and hold the Administrative Agent harmless from, all costs, expenses, claims and liabilities under each Blocked Account Agreement, including any moneys that the Administrative Agent shall have paid to the Blocked Account Bank under the provisions of the Blocked Account Agreements. At its sole discretion, the Administrative Agent may charge any loan account of the SPV for any such amounts.

Blocked Account Arrangements. Prior to the initial Investment hereunder, purchase hereunder the SPV, Arrow Servicer and each other Originator SPV shall enter into Blocked Account Agreements with all of the Blocked Account Banks, and deliver original counterparts thereof to the Administrative Agent. Upon The Agent may, following the occurrence and continuance of a Termination Event or a Potential Termination Event (which Potential Termination Event is not capable of being cured)under Section 8.1, 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: (ia) 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, (iib) 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 (iiic) to take any or all other actions permitted under the applicable Blocked Account Agreement. Arrow Each of the Servicer and SPV 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 each of the Servicer and SPV 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 Arrowany Originator, as Master Servicer or otherwise, or the SPV 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 any Originator or any other Person unless and until the Administrative Agent has received from such Originator or such Person evidence satisfactory to the Administrative Agent that the such Originator or such Person is entitled to such funds hereunder and under applicable Law.

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.,

Blocked Account Arrangements. Prior to (a) Each of the initial Investment hereunderParties agrees and, as applicable, covenants, for the SPVbenefit of each of the other Parties that, Arrow and each other Originator shall enter into at any time after any Blocked Account Agreements Agreement has come into effect in accordance with all of the Blocked Account Banksits terms, and deliver original counterparts thereof to the Administrative Agent. Upon which shall be following the occurrence of a Termination an Event or a Potential Termination Event of Default which is continuing (which Potential Termination Event is not capable of being cured)with respect to any Blocked Account Agreement, the Administrative “Blocked Account Implementation Date”): (i) the Funding Agent may at any time thereafter give notice to each the relevant Blocked Account Bank that the Administrative Funding Agent is exercising its rights under the applicable Blocked Account Agreements Agreement to do any or all of the following: : (iA) to have the exclusive ownership and control of the related Blocked Account Accounts transferred to the Administrative Funding Agent and to exercise exclusive dominion and control over the funds deposited therein, in that Blocked Account; (iiB) to have the proceeds that are sent to the respective that Blocked Accounts be Account redirected pursuant to its instructions rather than deposited in the applicable that Blocked Account, and ; and (iiiC) to take any or all other actions permitted under the applicable Blocked Account Agreement. Arrow hereby agrees that ; (ii) if the Administrative Agent, at any time, Funding Agent takes any action set forth out in the preceding sentenceClause 3.3(a), the Administrative Funding Agent shall have exclusive control of the proceeds (including Collections) of all Receivables and Arrow hereby further agrees to other Affected Assets; (iii) each other Party shall take any other action that the Administrative Funding Agent may reasonably request to transfer such that control. Any , and shall send all proceeds of Receivables and other Affected Assets received by Arrow, as Master Servicer or otherwise, thereafter shall be sent it immediately to the Administrative Funding Agent. The parties hereto hereby acknowledge that ; (iv) if at any time the Administrative Funding Agent takes control of any Blocked Account, the Administrative Funding Agent shall not have any rights to the funds therein in that Blocked Account in excess of the unpaid amounts due to SPVthe Purchaser, the Administrative Agent and Funding Agent, the Investors Lender or any other Person hereunder and under the Administrative Receivables Funding Agreement or any other Transaction Document (the “Unpaid Amounts”). The Funding Agent shall distribute or cause to be distributed such the funds in any Blocked Account equal to the Unpaid Amounts in accordance with Section 7.2(b) Clause 4 (including the proviso theretoAllocation, deposit and distribution of Collections) and Article II the other provisions of this Agreement, Clause 2 (Advances and Payments) of the Receivables Funding Agreement and Clause 11 (Application of proceeds) of the Security Agreement (in each case as if such those funds were held by the Master Servicer thereunderServicer); provided, however, that the Administrative . The Funding Agent shall not be under any obligation to remit the balance of any such funds in any Blocked Account (other than the Unpaid Amounts) to the SPV, Arrow any Seller or any other Person unless and until if the Administrative Funding Agent has received from such Person evidence satisfactory to the Administrative Agent reasonably believes that the Originator that Seller or such Person is not entitled to such those funds hereunder and under this Agreement or under applicable Law; (v) to the extent they constitute Collections of Receivables or other Affected Assets, funds on deposit in the Blocked Accounts on any day shall be held in that account in trust for the benefit of the Funding Agent on behalf of the Secured Parties; (vi) the Servicer shall not deposit or otherwise credit, or cause, suffer or permit to be so deposited or credited, to any Blocked Account cash or cash proceeds other than Collections; (vii) the Servicer shall not add or terminate any bank as a Blocked Account Bank or any account as a Blocked Account or make any change to any instruction to Obligors regarding payments to be made to any Blocked Account, unless: (A) those instructions are to deposit those payments in a new Blocked Account or another existing Blocked Account or the Lender Account; (B) the Funding Agent shall have received written notice of such addition, termination or change at least 30 days prior thereto; (C) in the case of a new Blocked Account, each such account shall be acceptable to the Funding Agent in its sole discretion; and (D) the Funding 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; and (viii) the Servicer shall procure that each Blocked Account shall at all times be subject to a Blocked Account Agreement. (b) The Servicer shall hold all Collections received by it and all interest or investment earnings on those Collections in trust and shall, following the Blocked Account Implementation Date, deposit the same, within two Business Days of receipt, into: (i) the applicable Blocked Account; or (ii) if requested by the Funding Agent, into the Lender Account. (c) The Purchaser shall hold all Collections received by it and all interest or investment earnings on those Collections in trust and shall: (i) prior to the Blocked Account Implementation Date, promptly following receipt pay the same to the Servicer to be applied in accordance with Clause 4.1 (Allocation and distribution of Collections); and (ii) following the Blocked Account Implementation Date, deposit the same, within two Business Days of receipt, into: (A) the applicable Blocked Account; or (B) if requested by the Funding Agent, into the Lender Account. (d) No Advance shall be deemed reduced by any amount held in trust or in any Blocked Account or the Lender Account unless and until, and then only to the extent that, such amount is, or would have been, finally paid to the Lender on the respective Settlement Date in accordance with Clause 4.1. (e) At any time after the Final Payout Date, the Funding Agent shall, at the request and expense of the Purchaser, take any action that is necessary to release the balance standing to the credit of any Blocked Account, from the restrictions referred to in this Clause 3.3.

Blocked Account Arrangements. Prior to the initial Investment hereunder, purchase hereunder the SPV, Arrow and each other Originator Servicer 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)Event, 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 The Servicer 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 the Originator 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 Arrowthe Originator, 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 SPVOriginator, the Administrative Agent Agent, the Letter of Credit Bank 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 Originator or any other Person unless and until the Administrative Agent has received from the Originator or such Person evidence satisfactory to the Administrative Agent that the Originator or such Person is entitled to such funds hereunder and under applicable Law.

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.

Blocked Account Arrangements. Prior to the initial Investment hereunderInitial Advance Date under the Receivables Funding Agreement, the SPVServicer, Arrow the Agent and each other Originator the Purchaser shall enter into Blocked Account Agreements with all of the Blocked Account Banks. Each of the parties hereby agrees and, and deliver original counterparts thereof to as applicable, covenants, for the Administrative Agent. Upon benefit of each of the occurrence of a Termination Event or a Potential Termination Event other parties hereto: (which Potential Termination Event is not capable of being cured), a) that the Administrative Agent may at any time thereafter after the Initial Advance Date give notice to each any Blocked Account Bank that the Administrative Agent is exercising its rights under the applicable Blocked Account Agreements Agreement to do any or all of the following: (i) to have the exclusive ownership and control of the related 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 such Blocked Accounts be Account redirected pursuant to its instructions rather than deposited in the applicable such Blocked Account, and (iii) to take any or all other actions permitted under the applicable Blocked Account Agreement. Arrow hereby agrees ; (b) that if the Administrative Agent, at any time, takes any action set forth in the preceding sentenceclause (a), the Administrative Agent shall have exclusive control of the proceeds (including Collections) of all Receivables and Arrow hereby further agrees Affected Assets; (c) to take any other action that the Administrative Agent may reasonably request to transfer such control. Any control and that any proceeds of Receivables and Affected Assets received by Arrowany Originator, as Master the Servicer or otherwise, the Purchaser thereafter shall be sent immediately to the Administrative Agent. The parties hereto hereby acknowledge ; (d) 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 SPVthe Purchaser, the Administrative Agent and Agent, the Investors Lenders or any other Person hereunder under the Receivables Funding Agreement, the Liquidity Agreement or any other Transaction Document and the Administrative Agent shall distribute or cause to be distributed such funds in accordance with Section 7.2(b3.1(b) (including the proviso thereto) and Article IV of this Agreement, Article II of the Receivables Funding Agreement, Clause 8.3 of the Security Agreement and Article II of the Liquidity Agreement (in each case as if such funds were held by the Master Servicer thereunder); provided, however, provided that the Administrative Agent shall not be under any obligation to remit any such funds to the SPV, Arrow any Originator or any other Person unless and until if the Administrative Agent has received from reasonably believes that such Person evidence satisfactory to the Administrative Agent that the Originator or such Person is not entitled to such funds hereunder and or under applicable Law; (e) that, to the extent they constitute Collections of Receivables or other Affected Assets, funds on deposit in the Blocked Accounts on any day shall be held therein in trust for the benefit of the Agent (on behalf of the Secured Parties); (f) that, notwithstanding anything herein to the contrary, on and after the occurrence and during the continuance of an Event of Default or a Potential Event of Default, the Purchaser shall, and shall require the Servicer, upon the request of the Agent to the Purchaser (with a copy to the Servicer), within two (2) Business Days after receipt of any Collections received by the Purchaser or the Servicer in any Currency, including any Collections received or deposited into a Blocked Account, remit such Collection or cause such Collections to be remitted to the Collection Account for such Currency; (g) that so long as the Purchaser shall hold any Collections then or thereafter required to be paid by the Purchaser to the Servicer or the Agent, it shall hold such Collections, and any interest or investment earnings thereon, in trust, and shall deposit such Collections within two (2) Business Days after receipt thereof into the applicable Blocked Account or, if requested by the Agent pursuant to Section 2.8 of the Receivables Funding Agreement, the applicable Collection Account; (h) that the Servicer shall not deposit or otherwise credit, or cause, suffer or permit to be so deposited or credited, to any Blocked Account cash or cash proceeds other than Collections; (i) that the Servicer shall not 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(q) to the Receivables Funding Agreement or make any change in any instruction 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) (A) the Agent shall have received written notice of such addition, termination or change at least thirty (30) days prior thereto, (B) each new Blocked Account Bank shall be acceptable to the Agent in its sole discretion, and (C) the 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; (j) that the Servicer shall procure that each Blocked Account shall at all times be subject to a Blocked Account Agreement and that only Collections are received in the Blocked Accounts.