Common use of Protection of Ownership Interest of the Investors Clause in Contracts

Protection of Ownership Interest of the Investors. Each of the Originators and the SPV agrees that it shall, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent may reasonably request in order to perfect or protect the Asset Interest or to enable the Agent, each Managing Agent or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators and the SPV shall, upon the request of the Agent, any Managing Agent or any of the Investors, in order to accurately reflect the transactions evidenced by the Transaction Documents, (i) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and filed pursuant hereto) as may be requested by the Agent, any Managing Agent or any of the Investors and (ii) xxxx its respective master data processing records and other documents with a legend describing the conveyance to the Agent, for the benefit of the Secured Parties, of the Asset Interest. Each of the Originators and the SPV shall, upon request of the Agent, any Managing Agent or any of the Investors, obtain such additional search reports as the Agent, any Managing Agent or any of the Investors shall request. To the fullest extent permitted by applicable law, the Agent is hereby authorized to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s or any Originator’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The SPV shall not change its name, identity or corporate (or limited liability company) structure nor change its jurisdiction of formation unless it shall have: (A) given the Agent at least thirty (30) days prior notice thereof and (B) prepared at the SPV’s expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Asset Interest or requested by the Agent in connection with such change. Any filings under the UCC or otherwise that are occasioned by such change shall be made at the expense of the SPV.

Protection of Ownership Interest of the Investors. Each of the Originators Originator, the Seller and the SPV agrees that it shall, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent may reasonably request in order to perfect or protect the Asset Interest or to enable the Agent, each Managing Agent or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators Originator and the SPV shall, upon the request of the Agent, any Managing Agent or any of the Investors, in order to accurately reflect the transactions evidenced by the Transaction Documentsthis purchase and sale transaction, (ia) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and filed pursuant hereto) as may be requested by the Agent, any Managing Agent or any of the Investors and (iib) xxxx its respective master data processing records and other documents with a legend describing the conveyance to the to the Agent, for the benefit of the Secured PartiesInvestors, of the Asset Interest. Each of the Originators Originator, the Seller and the SPV (i) shall, upon request of the Agent, any Managing Agent or any of the Investors, obtain such additional search reports as the Agent, any Managing Agent or any of the Investors shall request. To the fullest extent permitted by applicable law, request and (ii) hereby authorize the Agent is hereby authorized to sign and file continuation statements and amendments thereto and assignments thereof without further consent or action by any of the Originator, the Seller or the SPV’s or any Originator’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Neither the Originator nor the SPV shall not change its respective name, identity or identity, corporate (or limited liability company) structure nor change its structure, jurisdiction of formation unless it shall have: (Ai) given the Agent at least thirty (30) days prior notice thereof and (Bii) prepared at the SPV’s expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Asset Interest or requested by the Agent in connection with such change or relocation, including an opinion of counsel that after giving effect to such change, the Agent’s interest in the Receivables and the Related Security shall continue unaffected by such change. Any All filings under the UCC or otherwise that are occasioned by such change shall be made at the expense of the SPV.

Protection of Ownership Interest of the Investors. Each of the Originators Arrow and the SPV agrees that it shall, and Arrow shall cause each other Originator, from time to time, at its expenseexpense 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, each Managing Agent the Funding Agents or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators 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 Managing Funding Agent or any of the InvestorsInvestor, in order to accurately reflect the transactions evidenced by the Transaction Documentsthis 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 Managing Funding Agent or any of the Investors Investor, and (ii) xxxx 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 Secured PartiesInvestors, of the Asset Interest. Each of the Originators 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 Managing Funding Agent or any of the InvestorsInvestor, obtain such additional search reports as the Agent, Administrative Agent at the direction of any Managing Funding Agent or any of the Investors Investor shall request. To the fullest extent permitted by applicable law, the Administrative Agent is hereby authorized shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s or any OriginatorArrow’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Neither Arrow nor the SPV shall, nor shall not 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” (or limited liability companywithin the meaning of Section 9-402(7) structure 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 change relocate its jurisdiction of formation 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 or as requested by the Administrative Agent in connection with such changechange 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.

Protection of Ownership Interest of the Investors. Each of the Originators Arrow and the SPV agrees that it shall, and Arrow shall cause each other Originator, from time to time, at its expenseexpense 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, each Managing Agent the Funding Agents or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators 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 Managing Funding Agent or any of the InvestorsInvestor, in order to accurately reflect the transactions evidenced by the Transaction Documentsthis 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 Managing Funding Agent or any of the Investors Investor, and (ii) xxxx mxxx 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 Secured PartiesInvestors, of the Asset Interest. Each of the Originators 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 Managing Funding Agent or any of the InvestorsInvestor, obtain such additional search reports as the Agent, Administrative Agent at the direction of any Managing Funding Agent or any of the Investors Investor shall request. To the fullest extent permitted by applicable law, the Administrative Agent is hereby authorized shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s or any OriginatorArrow’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Neither Arrow nor the SPV shall, nor shall not 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” (or limited liability companywithin the meaning of Section 9-402(7) structure 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 change relocate its jurisdiction of formation 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 or as requested by the Administrative Agent in connection with such changechange 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.

Protection of Ownership Interest of the Investors. Each of the Originators Arrow and the SPV agrees that it shall, and Arrow shall cause each other Originator, from time to time, at its expenseexpense 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, each Managing Agent the Funding Agents or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators 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 Managing Funding Agent or any of the InvestorsInvestor, in order to accurately reflect the transactions evidenced by the Transaction Documentsthis 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 Managing Funding Agent or any of the Investors Investor, and (ii) xxxx 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 Secured PartiesInvestors, of the Asset Interest. Each of the Originators 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 Managing Funding Agent or any of the InvestorsInvestor, obtain such additional search reports as the Agent, Administrative Agent at the direction of any Managing Funding Agent or any of the Investors Investor shall request. To the fullest extent permitted by applicable law, the Administrative Agent is hereby authorized shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s or any OriginatorArrow’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Neither Arrow nor the SPV shall, nor shall not 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” (or limited liability companywithin the meaning of Section 9-402(7) structure of the UCC as in effect in the States of New York, Colorado, Minnesota, Georgia and Indiana, as applicable, with respect to each such entity) nor change relocate its jurisdiction of formation 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 or as requested by the Administrative Agent in connection with such changechange 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.

Protection of Ownership Interest of the Investors. Each of the Originators Originator, NSC and the SPV agrees that it shall, from time to time, at its expense, 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 Agent, each Managing Administrative Agent or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators Originator, NSC and the SPV shall, upon the request of the Agent, any Managing Administrative Agent or any of the Investors, in order to accurately reflect the transactions evidenced by the Transaction Documentsthis purchase and sale transaction, (i) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and filed pursuant hereto) as may be requested by the Agent, any Managing Administrative Agent or any of the Investors and (ii) xxxx its respective master data processing records and other documents with a legend describing the conveyance to the Administrative Agent, for the benefit of the Secured PartiesInvestors, of the Asset Interest. Each of the Originators Originator, NSC and the SPV shall, upon request of the Agent, any Managing Administrative Agent or any of the Investors, obtain such additional search reports as the Agent, any Managing Administrative Agent or any of the Investors shall request. To The SPV hereby authorizes the fullest extent permitted by Administrative Agent, within the meaning of Section 9-509 of any applicable lawenactment of the UCC, as secured party for the Agent is hereby authorized benefit of itself and the Investors, to sign file without signature of the SPV, UCC financing and file continuation statements and amendments thereto and assignments thereof without the SPV’s 's, NSC's or any the Originator’s 's signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The SPV shall not change its name, identity or corporate (or limited liability company) structure nor change its jurisdiction of formation unless it shall have: (A) given the Agent at least thirty (30) days prior notice thereof and (B) prepared at the SPV’s expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Asset Interest or requested by the Agent in connection with such change. Any filings under the UCC or otherwise that are occasioned by such change shall be made at the expense of the SPV.

Protection of Ownership Interest of the Investors. Each of the Originators Arrow and the SPV agrees that it shall, and Arrow shall cause each other Originator, from time to time, at its expenseexpense 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, each Managing Agent the Funding Agents or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators 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 Managing Funding Agent or any of the InvestorsInvestor, in order to accurately reflect the transactions evidenced by the Transaction Documentsthis 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 Managing Funding Agent or any of the Investors Investor, and (ii) xxxx 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 Secured PartiesInvestors, of the Asset Interest. Each of the Originators 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 Managing Funding Agent or any of the InvestorsInvestor, obtain such additional search reports as the Agent, Administrative Agent at the direction of any Managing Funding Agent or any of the Investors Investor shall request. To the fullest extent permitted by applicable law, the Administrative Agent is hereby authorized shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s or any OriginatorArrow’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Neither Arrow nor the SPV shall, nor shall not 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” (or limited liability companywithin the meaning of Section 9-402(7) structure 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 change relocate its jurisdiction of formation respective chief executive office unless it shall have: (A) given the Agent at least thirty (30) days prior notice thereof and (B) prepared at the SPV’s expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Asset Interest or requested by the Agent in connection with such change. Any filings under the UCC or otherwise that are occasioned by such change shall be made at the expense of the SPV.:

Protection of Ownership Interest of the Investors. Each of the Originators Originator, the Seller and the SPV agrees that it shall, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent may reasonably request in order to perfect or protect the Asset Interest or to enable the Agent, each Managing Agent or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators Originator and the SPV shall, upon the request of the Agent, any Managing Agent or any of the Investors, in order to accurately reflect the transactions evidenced by the Transaction Documentsthis purchase and sale transaction, (ia) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and filed pursuant hereto) as may be requested by the Agent, any Managing Agent or any of the Investors and (iib) xxxx its respective master data processing records and other documents with a legend describing the conveyance to the to the Agent, for the benefit of the Secured PartiesInvestors, of the Asset Interest. Each of the Originators Originator, the Seller and the SPV (i) shall, upon request of the Agent, any Managing Agent or any of the Investors, obtain such additional search reports as the Agent, any Managing Agent or any of the Investors shall request. To the fullest extent permitted by applicable law, request and (ii) hereby authorize the Agent is hereby authorized to sign and file continuation statements and amendments thereto and assignments thereof without further consent or action by any of the Originator, the Seller or the SPV’s or any Originator’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Neither the Originator nor the SPV shall not change its respective name, identity or identity, corporate (or limited liability company) structure nor change its structure, jurisdiction of formation unless it shall have: (A) given the Agent at least thirty (30) days prior notice thereof and (B) prepared at the SPV’s expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Asset Interest or requested by the Agent in connection with such change or relocation, including an opinion of counsel that after giving effect to such change, the Agent’s interest in the Receivables and the Related Security shall continue unaffected by such change. Any All filings under the UCC or otherwise that are occasioned by such change shall be made at the expense of the SPV.

Protection of Ownership Interest of the Investors. Each of the Originators and the SPV agrees that it shall, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent may reasonably request in order to perfect or protect the Asset Interest or to enable the Agent, each Managing Agent or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators and the SPV shall, upon the request of the Agent, any Managing Agent or any of the Investors, in order to accurately reflect the transactions evidenced by the Transaction Documents, (i) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and filed pursuant hereto) as may be requested by the Agent, any Managing Agent or any of the Investors and (ii) xxxx mark its respective master data processing records and other documents with a legend describing the conveyance to the Agent, for the benefit of the Secured Parties, of the Asset Interest. Each of the Originators and the SPV shall, upon request of the Agent, any Managing Agent or any of the Investors, obtain such additional search reports as the Agent, any Managing Agent or any of the Investors shall request. To the fullest extent permitted by applicable law, the Agent is hereby authorized to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s or any Originator’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The SPV shall not change its name, identity or corporate (or limited liability company) structure nor change its jurisdiction of formation unless it shall have: (A) given the Agent at least thirty (30) days prior notice thereof and (B) prepared at the SPV’s expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Asset Interest or requested by the Agent in connection with such change. Any filings under the UCC or otherwise that are occasioned by such change shall be made at the expense of the SPV.

Protection of Ownership Interest of the Investors. Each of the Originators and the SPV agrees that it shall, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent may reasonably request in order to perfect or protect the Asset Interest or to enable the Agent, each Managing Agent or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators and the SPV shall, upon the request of the Agent, any Managing Agent or any of the Investors, in order to accurately reflect the transactions evidenced by the Transaction Documents, (i) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and filed pursuant hereto) as may be requested by the Agent, any Managing Agent or any of the Investors and (ii) xxxx mxxx its respective master data processing records and other documents with a legend describing the conveyance to the Agent, for the benefit of the Secured Parties, of the Asset Interest. Each of the Originators and the SPV shall, upon request of the Agent, any Managing Agent or any of the Investors, obtain such additional search reports as the Agent, any Managing Agent or any of the Investors shall request. To the fullest extent permitted by applicable law, the Agent is hereby authorized to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s or any Originator’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The SPV shall not change its name, identity or corporate (or limited liability company) structure nor change its jurisdiction of formation unless it shall have: (A) given the Agent at least thirty (30) days prior notice thereof and (B) prepared at the SPV’s expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Asset Interest or requested by the Agent in connection with such change. Any filings under the UCC or otherwise that are occasioned by such change shall be made at the expense of the SPV.

Protection of Ownership Interest of the Investors. Each of the Originators and the SPV The Originator agrees that it shall, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent may reasonably request in order to perfect or protect the Asset Interest or to enable the Agent, each Managing Agent the Letter of Credit Bank or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators and the SPV Originator shall, upon the request of the Agent, any Managing Agent the Letter of Credit Bank or any of the Investors, in order to accurately reflect the transactions evidenced by the Transaction Documentsthis purchase and sale transaction, (i) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and filed pursuant hereto) as may be requested by the Agent, any Managing Agent or any of the Investors or the Letter of Credit Bank and (ii) xxxx its respective master data processing records and other documents with a legend describing the conveyance to the Agent, for the benefit of the Secured PartiesInvestors and the Letter of Credit Bank, of the Asset Interest. Each of the Originators and the SPV The Originator shall, upon request of the Agent, any Managing Agent the Letter of Credit Bank or any of the Investors, obtain such additional search reports as the Agent, any Managing Agent the Letter of Credit Bank or any of the Investors shall request. To the fullest extent permitted by applicable law, the Agent is hereby authorized to sign file such financing statements and file continuation statements and amendments thereto and assignments thereof without as are necessary or appropriate to perfect and protect the SPV’s or any Originator’s signatureinterests of the Investors and the Letter of Credit Bank hereunder. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The SPV Originator shall not change its respective name, identity identity, jurisdiction of organization or corporate (or limited liability company) structure nor change its jurisdiction of formation unless it shall have: (A) given the Agent at least thirty (30) days prior notice thereof and (B) prepared at the SPVOriginator’s expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Asset Interest or requested by the Agent in connection with such changechange 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 SPVOriginator.

Protection of Ownership Interest of the Investors. Each of the Originators Arrow and the SPV agrees that it shall, and Arrow shall cause each other Originator, from time to time, at its expenseexpense 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, each Managing Agent the Funding Agents or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators 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 Managing Funding Agent or any of the InvestorsInvestor, in order to accurately reflect the transactions evidenced by the Transaction Documentsthis 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 Managing Funding Agent or any of the Investors Investor, and (ii) xxxx mxxx 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 Secured PartiesInvestors, of the Asset Interest. Each of the Originators 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 Managing Funding Agent or any of the InvestorsInvestor, obtain such additional search reports as the Agent, Administrative Agent at the direction of any Managing Funding Agent or any of the Investors Investor shall request. To the fullest extent permitted by applicable law, the Administrative Agent is hereby authorized shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s or any OriginatorArrow’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Neither Arrow nor the SPV shall, nor shall not 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” (or limited liability companywithin the meaning of Section 9-402(7) structure of the UCC as in effect in the States of New York, Colorado, Minnesota, Georgia and Indiana, as applicable, with respect to each such entity) nor change relocate its jurisdiction of formation 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 or as requested by the Administrative Agent in connection with such changechange 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.

Protection of Ownership Interest of the Investors. Each of the Originators and the SPV (a) The Transferor agrees that it shallwill, and will cause the Seller to, from time to time, at its expense, it will promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent may reasonably request in order to perfect or protect the Asset Transferred Interest or to enable the Agent, each Managing Agent or any of the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators Transferor will, and will cause the SPV shallSeller to, upon the reasonable request of the Agent, any Managing Agent or any of the Investors, in order to accurately reflect the transactions evidenced by the Transaction Documentsthis purchase and sale transaction, (ix) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted pursuant to be executed and filed pursuant heretoSection 11.6 hereof) as may be requested by the Agent, any Managing Agent or any of the Investors and (iiy) xxxx mark its and the Seller's respective master data processing records and other axx xther documents with a legend describing (i) in the case of the Seller, the conveyance to the Transferor and (ii) in the case of the Transferor, the conveyance to the Agent, for the benefit of the Secured PartiesInvestors, of the Asset Transferred Interest. Each of the Originators and the SPV The Transferor shall, and will cause the Seller to, upon the reasonable request of the Agent, any Managing Agent or any of the Investors, obtain such additional search reports as the Agent, any Managing Agent or any of the Investors shall request. To the fullest extent permitted by applicable law, the Agent is hereby authorized shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s Transferor's or any Originator’s the Seller's signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The SPV Transferor shall not, and shall not permit the Seller to, change its respective name, identity or corporate structure (within the meaning of Section 9-402(7) of the UCC as in effect in the States of New York and California) nor relocate its respective chief executive office or limited liability company) structure nor change its jurisdiction of formation any office where Records are kept unless it shall have: (Ai) given the Agent at least thirty (30) days prior notice thereof and (Bii) prepared at the SPV’s Transferor's expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Asset Transferred Interest or requested by the Agent in connection with such changechange 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 SPVTransferor.

Protection of Ownership Interest of the Investors. Each of the Originators Arrow and the SPV agrees that it shall, and Arrow shall cause each other Originator, from time to time, at its expenseexpense 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, each Managing Agent the Funding Agents or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators 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 Managing Funding Agent or any of the InvestorsInvestor, in order to accurately reflect the transactions evidenced by the Transaction Documentsthis 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 Managing Funding Agent or any of the Investors Investor, and (ii) xxxx 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 Secured PartiesInvestors, of the Asset Interest. Each of the Originators 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 Managing Funding Agent or any of the InvestorsInvestor, obtain such additional search reports as the Agent, Administrative Agent at the direction of any Managing Funding Agent or any of the Investors Investor shall request. To the fullest extent permitted by applicable law, the Administrative Agent is hereby authorized shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s or any OriginatorArrow’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Neither Arrow nor the SPV shall, nor shall not 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” (or limited liability companywithin the meaning of Section 9-402(7) structure 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 change relocate its jurisdiction of formation 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 or as requested by the Administrative Agent in connection with such changechange 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.

Protection of Ownership Interest of the Investors. Each of the Originators Originator and the SPV agrees that it shall, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent may reasonably request in order to perfect or protect the Asset Interest or to enable the Agent, each Managing Agent or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators Originator and the SPV shall, upon the request of the Agent, any Managing Agent or any of the Investors, in order to accurately reflect the transactions evidenced by the Transaction Documentsthis purchase and sale transaction, (i) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and filed pursuant hereto) as may be requested by the Agent, any Managing Agent or any of the Investors and (ii) xxxx its respective mark xxx master data processing records and other documents with a legend describing the conveyance to the Agent, for the benefit of the Secured PartiesInvestors, of the Asset Interest. Each If a Termination Event or a Potential Termination Event exists, each of the Originators Originator and the SPV shall, upon request of the Agent, any Managing Agent or any of the Investors, obtain such additional search reports as the Agent, any Managing Agent or any of the Investors shall request. To the fullest extent permitted by applicable law, the Agent is hereby authorized shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s 's or any the Originator’s 's signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Neither the Originator nor the SPV shall not change its name, identity or corporate structure (or limited liability companywithin the meaning of Section 9-402(7) structure of the UCC as in effect in the States of Delaware and Ohio) nor change relocate its jurisdiction of formation chief executive office unless it shall have: (A) given the Agent at least thirty (30) days prior notice thereof and (B) prepared at the SPV’s 's expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Asset Interest or requested by the Agent in connection with such changechange 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.

Protection of Ownership Interest of the Investors. Each of the Originators and the SPV agrees that it shall, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent may reasonably request in order to perfect or protect all rights and interests of the Asset Interest Secured Parties with respect to the Portfolio or to enable the Agent, the CF Agent, each Managing Agent or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators and the SPV shall, upon the request of the Agent, the CF Agent, any Managing Agent or any of the Investors, in order to accurately reflect the transactions evidenced by the Transaction Documents, (i) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and filed pursuant hereto) as may be requested by the Agent, the CF Agent, any Managing Agent or any of the Investors and (ii) xxxx its respective master data processing records and other documents with a legend describing the conveyance to the Agent, for the benefit of the Secured Parties, of the Asset InterestPortfolio. Each of the Originators and the SPV shall, upon request of the Agent, the CF Agent, any Managing Agent or any of the Investors, obtain such additional search reports as the Agent, the CF Agent, any Managing Agent or any of the Investors shall request. To the fullest extent permitted by applicable law, the Agent is hereby authorized to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s or any Originator’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The SPV shall not change its name, identity or corporate (or limited liability company) company structure nor change its jurisdiction of formation unless it shall have: (A) given the Agent at least thirty ten (3010) days days’ prior written notice thereof and (B) prepared at the SPV’s expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Asset Interest rights and interests of the Secured Parties in the Portfolio or requested by the Agent in connection with such change. Any filings under the UCC or otherwise that are occasioned by such change shall be made at the expense of the SPV.

Protection of Ownership Interest of the Investors. Each of the Originators ------------------------------------------------- Arrow and the SPV agrees that it shall, and Arrow shall cause each other Originator, from time to time, at its expenseexpense 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, each Managing Agent the Funding Agents or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators 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 Managing Funding Agent or any of the InvestorsInvestor, in order to accurately reflect the transactions evidenced by the Transaction Documentsthis 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 Managing Funding Agent or any of the Investors Investor, and (ii) xxxx mark its respective master maxxxx 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 Secured PartiesInvestors, of the Asset Interest. Each of the Originators 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 Managing Funding Agent or any of the InvestorsInvestor, obtain such additional search reports as the Agent, Administrative Agent at the direction of any Managing Funding Agent or any of the Investors Investor shall request. To the fullest extent permitted by applicable law, the Administrative Agent is hereby authorized shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s 's or any Originator’s Arrow's signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Neither Arrow nor the SPV shall, nor shall not 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" (or limited liability companywithin the meaning of Section 9-402(7) structure of the UCC as in effect in the States of New York, Colorado, Minnesota, Georgia and Indiana, as applicable, with respect to each such entity) nor change relocate its jurisdiction of formation 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 's expense and delivered to the Administrative Agent all financing statements, instruments and other documents necessary to preserve and protect the Asset Interest or as requested by the Administrative Agent in connection with such changechange 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.

Protection of Ownership Interest of the Investors. Each of the Originators and the SPV agrees that it shall, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent may reasonably request in order to perfect or protect all rights and interests of the Asset Interest Secured Parties with respect to the Portfolio or to enable the Agent, the U.S. Agent, each Managing Agent or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators and the SPV shall, upon the request of the Agent, the U.S. Agent, any Managing Agent or any of the Investors, in order to accurately reflect the transactions evidenced by the Transaction Documents, (i) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and filed pursuant hereto) as may be requested by the Agent, the U.S. Agent, any Managing Agent or any of the Investors and (ii) xxxx its respective master data processing records and other documents with a legend describing the conveyance to the Agent, for the benefit of the Secured Parties, of the Asset InterestPortfolio. Each of the Originators and the SPV shall, upon request of the Agent, the U.S. Agent, any Managing Agent or any of the Investors, obtain such additional search reports as the Agent, the U.S. Agent, any Managing Agent or any of the Investors shall request. To the fullest extent permitted by applicable law, the Agent is hereby authorized to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s or any Originator’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The SPV shall not change its name, identity or corporate (or limited liability company) company structure nor change its jurisdiction of formation unless it shall have: (A) given the Agent at least thirty ten (3010) days days’ prior written notice thereof and (B) prepared at the SPV’s expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Asset Interest rights and interests of the Secured Parties in the Portfolio or requested by the Agent in connection with such change. Any filings under the UCC PPSA or otherwise that are occasioned by such change shall be made at the expense of the SPV.

Protection of Ownership Interest of the Investors. Each of the Originators Arrow and the SPV agrees that it shall, and Arrow shall cause each other Originator, from time to time, at its expenseexpense 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, each Managing Agent the Funding Agents or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators 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 Managing Funding Agent or any of the InvestorsInvestor, in order to accurately reflect the transactions evidenced by the Transaction Documentsthis 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 Managing Funding Agent or any of the Investors Investor, and (ii) xxxx 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 Secured PartiesInvestors, of the Asset Interest. Each of the Originators 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 Managing Funding Agent or any of the InvestorsInvestor, obtain such additional search reports as the Agent, Administrative Agent at the direction of any Managing Funding Agent or any of the Investors Investor shall request. To the fullest extent permitted by applicable law, the Administrative Agent is hereby authorized shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s or any OriginatorArrow’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Neither Arrow nor the SPV shall, nor shall not 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 Exhibit 10(j) “seriously misleading” (or limited liability companywithin the meaning of Section 9-402(7) structure 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 change relocate its jurisdiction of formation 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 or as requested by the Administrative Agent in connection with such changechange 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.

Protection of Ownership Interest of the Investors. Each of the Originators Originator and the SPV agrees that it shall, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent may reasonably request in order to perfect or protect the Asset Interest or to enable the Agent, each Managing Agent or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators Originator and the SPV shall, upon the request of the Agent, any Managing Agent or any of the Investors, in order to accurately reflect the transactions evidenced by the Transaction Documentsthis purchase and sale transaction, (ia) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and filed pursuant hereto) as may be requested by the Agent, any Managing Agent or any of the Investors and (iib) xxxx its respective master data processing records and other documents with a legend describing the conveyance to the to the Agent, for the benefit of the Secured PartiesInvestors, of the Asset Interest. Each of the Originators Originator and the SPV shall, upon request of the Agent, any Managing Agent or any of the Investors, obtain such additional search reports as the Agent, any Managing Agent or any of the Investors shall request. To the fullest extent permitted by applicable law, the Agent is hereby authorized shall be permitted to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s or any the applicable Originator’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The Neither any Originator nor the SPV shall not change its respective name, identity or corporate structure (or limited liability companywithin the meaning of Sections 9-503(a)(4) structure and 9-507 of the UCC as in effect in the States of New York and Delaware) nor change relocate its jurisdiction of formation respective chief executive office unless it shall have: (Ai) given the Agent at least thirty (30) days prior notice thereof and (Bii) prepared at the SPV’s expense and delivered to the Agent all financing statements, instruments and other documents necessary to preserve and protect the Asset Interest or requested by the Agent in connection with such changechange 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.

Protection of Ownership Interest of the Investors. Each of the Originators and the SPV agrees that it shall, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Agent may reasonably request in order to perfect or protect the Asset Interest or to enable the Agent, each Managing Agent or the Investors to exercise or enforce any of their respective rights hereunder. Without limiting the foregoing, each of the Originators and the SPV shall, upon the request of the Agent, any Managing Agent or any of the Investors, in order to accurately reflect the transactions evidenced by the Transaction Documents, (i) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and filed pursuant hereto) as may be requested by the Agent, any Managing Agent or any of the Investors and (ii) xxxx its respective master data processing records and other documents with a legend describing the conveyance to the Agent74 Commitment: $75,000,000 105,000,000 PNC BANK , for the benefit of the Secured PartiesNATIONAL ASSOCIATION, of the Asset Interest. Each of the Originators and the SPV shall, upon request of the Agent, any Managing Agent or any of the Investors, obtain such additional search reports as the Agent, any as a Managing Agent or and as a Committed Investor for the PNC Investor Group By: Name: Title: PNC BANK, NATIONAL ASSOCIATION, as a Letter of Credit Issuer By: Name: Title: PNC-Valvoline Transfer and Administration Agreement Commitment: $50,000,000 70,000,000 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH as a Managing Agent and Administrator for the MUFG Investor Group By: Name: Title: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Committed Investor for the MUFG Investor Group By: Name: Title: PNC-Valvoline Transfer PNC-Valvoline Transfer and Administration Agreement distributor (after giving effect to the credit and any delivery allowance) is less than the balance of the Investors original Receivable from the distributor, such difference shall request. To the fullest extent permitted by applicable law, the Agent is hereby authorized constitute Dilution); provided further that writeoffs or credits related to sign and file continuation statements and amendments thereto and assignments thereof without the SPV’s or any Originator’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement. The SPV pricing adjustments shall not change its name, identity or corporate constitute Dilution so long as (or limited liability companya) structure nor change its jurisdiction of formation unless it shall have: (A) given the Agent at least thirty (30) days prior notice thereof such pricing adjustments are treated as sale reversals and (Bb) prepared at the SPV’s expense and delivered to applicable pricing adjustment is processed the Agent all financing statements, instruments and other documents necessary to preserve and protect same calendar month during which the Asset Interest or requested by the Agent in connection with such change. Any filings under the UCC or otherwise that are occasioned by such change shall be made at the expense of the SPVrelated Receivable was generated.