Exhibit 10.1

[*****] Indicates omitted information. This redacted information has been excluded because it is both (i) not material and (ii) of the type that the registrant treats as private and confidential.

THIS OMNIBUS DEED OF AMENDMENT NO. 1 (this “Amendment”) is dated December 23_, 2021 and made among ARROW EMEA FUNDING CORP B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, as the SPV (the “SPV”), BNP PARIBAS (“BNPP”), a société anonyme incorporated under the laws of France, as the Administrative Agent (in such capacity, the “Administrative Agent”), as Purchaser Agent for the BNP Purchaser Group (in such capacity, the “BNPP Purchaser Agent”) and as a Committed Purchaser, MATCHPOINT FINANCE PLC, a public limited company incorporated under the laws of Ireland, as a Conduit Purchaser (“Matchpoint”), ING BELGIUM S.A./N.V., a public limited liability company (société anonyme/naamloze vennootschap) organised under the laws of Belgium, as Purchaser Agent for the ING Purchaser Group (the “ING Purchaser Agent”), MONT BLANC CAPITAL CORP, a corporation organised under the laws of the State of Delaware, as a Committed Purchaser and as a Conduit Purchaser (“Mont Blanc”), ARROW ELECTRONICS (UK) LIMITED, a limited liability company incorporated under the laws of England and Wales, as an Agent Servicer, an SPV Servicer and an Originator (“Arrow UK”), ARROW CENTRAL EUROPE GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, as an Agent Servicer, an SPV Servicer and an Originator (“Arrow Germany”), ARROW ELECTRONICS, INC., a corporation organised under the laws of the State of New York, as the Parent (the “Parent”), ARROW ELECTRONICS FC B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, as the Subordinated Lender (the “Subordinated Lender”), U.S. BANK TRUSTEES LIMITED, a limited liability company incorporated under the laws of England and Wales, as the Security Trustee (the “Security Trustee”), ELAVON FINANCIAL SERVICES DAC, a designated activity company registered in Ireland, as the Paying Agent (the “Paying Agent”), and DEMICA LIMITED, a private company with limited liability incorporated under the Laws of England and Wales, as the Reporting Services Provider (the “Reporting Services Provider”). Each Person above shall be a “Party” and together shall be the “Parties”.

WITNESSETH

WHEREAS, the SPV, the Administrative Agent, the BNPP Purchaser Agent, Matchpoint, the ING Purchaser Agent, Mont Blanc, Arrow UK, Arrow Germany, the Parent, the Subordinated Lender, the Security Trustee and the Paying Agent have entered into that certain Master Framework Agreement, dated as of January 27, 2020 (as amended up to the date of this Amendment, the “Master Framework Agreement”);

WHEREAS, the SPV, the Administrative Agent, the BNPP Purchaser Agent, Matchpoint, the ING Purchaser Agent, Mont Blanc, Arrow UK, Arrow Germany, the Security Trustee and the Paying Agent have entered into that certain Receivables Transfer Agreement, dated as of January 27, 2020 (as amended up to the date of this Amendment, the “Receivables Transfer Agreement”);

WHEREAS, Arrow UK and the SPV have entered into that certain English Receivables Sale Agreement, dated as of January 27, 2020 (as amended up to the date of this Amendment, the “English RSA”);

WHEREAS, the SPV, the Administrative Agent, Arrow UK, Arrow Germany, the Security Trustee and the Paying Agent have entered into that certain Receivables Servicing Deed, dated as of January 27, 2020 (as amended up to the date of this Amendment, the "Servicing Deed");

WHEREAS, the SPV, Arrow Germany and the Security Trustee have entered into that certain English Declaration of Trust (German Collection Accounts), dated as of January 27, 2020 (as amended up to the date of this Amendment, the "Arrow Germany DOT");

WHEREAS, the SPV, Arrow UK, and the Security Trustee have entered into that certain English Declaration of Trust (English Collection Accounts), dated as of January 27, 2020 (as amended up to the date of this Amendment, the "Arrow UK DOT");

WHEREAS, the Parent, the SPV, the Administrative Agent and the Security Trustee have entered into that certain Parent Undertaking Agreement, dated as of January 27, 2020 (as amended up to the date of this Amendment, the “Parent Undertaking”);

WHEREAS, the Subordinated Lender, the SPV, Arrow UK, Arrow Germany and the Administrative Agent have entered into that certain Subordinated Loan Agreement, dated as of January 27, 2020 (as amended up to the date of this Amendment, the “Subordinated Loan Agreement”);

WHEREAS, the SPV, Arrow UK, Arrow Germany, the Administrative Agent and the Reporting Services Provider have entered into that certain Reporting Services Agreement, dated as of January 27, 2020 (as amended up to the date of this Amendment, the “Reporting Services Agreement” and, together with the Master Framework Agreement, Receivables Transfer Agreement, English RSA, Servicing Deed, Arrow Germany DOT, Arrow UK DOT, Parent Undertaking and Subordinated Loan Agreement, the “Agreements” and each Agreement, reflecting the amendment of such Agreement effected or proposed to be effected pursuant to this Amendment, the “Amended Agreements”);

WHEREAS, concurrently herewith Arrow Germany, the SPV and the Administrative Agent are entering into that certain First Amendment to German Receivables Sale Agreement, dated as of the Effective Date (the “German RSA Amendment”);

WHEREAS, concurrently herewith Arrow Germany, Arrow UK and the Security Trustee are entering into that certain Dutch Account Security Agreement, dated as of the Effective Date (the “Dutch Account Security Agreement”);

WHEREAS, the Parties desire to amend the Agreements to which they are a party as provided herein; and

NOW THEREFORE, the Parties agree as follows.

THIS DEED WITNESSES that:

Terms defined in each Amended Agreement but not in this Amendment shall have the same meaning in this Amendment as in such Amended Agreement or, if not defined therein, in the Master Framework Agreement.

The principles of interpretation set out in Clause 2.2 (Interpretation) of the Master Framework Agreement apply to this Amendment, mutatis mutandis, as if fully set forth herein.

"Affected Financial Institution" means (a) any EEA Financial Institution or (b) any UK Financial Institution.

"Agent Entity" is defined in Clause 8.11 (Erroneous Payments) of the Receivables Transfer Agreement.

"Compounded Reference Rate" means, in relation to any RFR Banking Day, the percentage rate per annum which is the aggregate of:

"Credit Adjustment Spread" means any rate which is specified as such in the Reference Rate Terms.

"Daily Non-Cumulative Compounded RFR Rate" means, in relation to any RFR Banking Day, the percentage rate per annum determined by the Reporting Services Provider in accordance with the methodology set out in Schedule 4 (Daily Non- Cumulative Compounded RFR Rate).

"Dutch Account Pledge Agreement (German and English Collection Accounts)" means that certain Dutch account security agreement, dated on or around December 23, 2021, among the German Originator, the English Originator and the Security Trustee.

"Effective Date" means December 23, 2021.

"EU Securitisation Regulation" means Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending certain other European Union Directives and Regulations, as amended and in effect from time to time.

"EU Securitisation Regulation Rules" means the EU Securitisation Regulation, together with all relevant implementing regulations in relation thereto, all regulatory technical standards, implementing technical standards and delegated regulations in relation thereto or applicable in relation thereto pursuant to any transitional arrangements made pursuant to the EU Securitisation Regulation and, in each case, any relevant guidance or policy statements published in relation thereto by European Banking Authority, the European Securities and Markets Authority and the European Insurance and Occupational Pensions Authority (or in each case, any predecessor or successor or any other applicable regulatory authority) or by the European Commission, in each case as amended and in effect from time to time.

"EUWA" means the European Union (Withdrawal) Act 2018, as amended.

"FCA" means the Financial Conduct Authority.

"ICE TERM SONIA" means the ICE Term SONIA reference rate administered and published by ICE Benchmark Administration Limited, or any other person which takes over the administration of such rate, published on the ICE Term Risk Free Rates portal at or around 11:55 am (London time).

"Other Party Entity" is defined in Clause 8.11 (Erroneous Payments) of the Receivables Transfer Agreement.

"PRA" means the United Kingdom Prudential Regulation Authority.

"Reference Rate Terms" means the terms set out in Schedule 3 (Reference Rate Terms).

"Resolution Authority" means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

"RFR" means the rate specified as such in the Reference Rate Terms.

"RFR Banking Day" means any day specified as such in the Reference Rate Terms.

"Securitisation Regulation Rules" means the EU Securitisation Regulation Rules and the UK Securitisation Regulation Rules.

"UK Financial Institution" means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

"UK Insolvency Regulation" means the EU Insolvency Regulation, as it forms part of UK domestic law as "retained EU law" by operation of the EUWA, and as amended by the Insolvency (Amendment) (EU Exit) Regulations 2019, SI 2019/146.

"UK Securitisation Regulation" means Regulation (EU) 2017/2402 as it forms part of UK domestic law as "retained EU law" by operation of the EUWA, and as amended by the Securitisation (Amendment) (EU Exit) Regulations 2019, and as further amended from time to time.

"UK Securitisation Regulation Rules" means the UK Securitisation Regulation together with (a) all applicable binding technical standards made under the UK Securitisation Regulation; (b) all EU regulatory technical standards and implementing technical standards relating to the EU Securitisation Regulation (including such regulatory technical standards or implementing technical standards which are applicable pursuant to any transitional provisions of the EU Securitisation Regulation) forming part of UK domestic law by operation of the EUWA; (c) relevant guidance, policy statements or directions relating to the application of the UK Securitisation Regulation (or any binding technical standards) published by the PRA and/or the FCA (or their successors); (d) any guidelines relating to the application of the EU Securitisation Regulation which are applicable in the UK, (e) any other relevant transitional, saving or other provision relevant to the UK Securitisation Regulation by virtue of the operation of the EUWA; and (f) any other applicable laws, acts, statutory instruments, rules, guidance or policy statements published or enacted relating to the UK Securitisation Regulation, in each case as may be amended from time to time.

"UK Resolution Authority" means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

"Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

"Bail-In Legislation" means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

"Collection Account" means any account, at an Eligible Account Bank, described in Schedule 3 (Accounts) to the Receivables Transfer Agreement under the heading "Collection Account" and any account added as a Collection Account in accordance with the Transaction Documents.

"Collection Account Agreements" means, collectively, the English Declaration of Trust (English Collection Accounts), the English Declaration of Trust (German Collection Accounts), the Dutch Account Pledge Agreement (German Collection Accounts), the Dutch Account Pledge Agreement (German and English Collection Accounts), the Irish Declaration of Trust and the German Account Pledge Agreement, and each other control or other security agreement or arrangement, in form and substance reasonably satisfactory to the Administrative Agent and the Security Trustee and as may be appropriate under the laws of any relevant jurisdiction, with respect to a Collection Account.

"Data Protection Law" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (repealing Directive 95/46/EC (General Data Protection Regulation)), including as it forms part of English law pursuant to the EUWA, the German Data Protection Act (Bundesdatenschutzgesetz) or any other applicable Law relating to data protection or privacy.

"Dutch Account Pledge Agreement (German Collection Accounts)" means that certain Dutch account security agreement, dated on or around the Closing Date, among the German Originator and the Security Trustee.

"Existing Law" means (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act; (b) the third Basel Accord issued by the Basel Committee on Banking Supervision as set out in the publications entitled "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" as updated from time to time (collectively "Basel III") and any further guidance or standards published by the Basel Committee relating to Basel III, (c) any rules, regulations, guidance, interpretations, directives or requests from any Official Body relating to, or implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act or Basel III (whether or not having the force of law), or (d) the Securitisation Regulation Rules.

"GBP Investment Interest Reserve Percentage" means, as at any Monthly Calculation Date, the ratio (expressed as a percentage) determined as:

(A)             ICE TERM SONIA for a period of one (1) month as at such Monthly Calculation Date multiplied by [*****], and

(B)             ICE TERM SONIA for a period of one (1) month as at such Monthly Calculation Date plus [*****], multiplied by

(x)              the Base Currency Equivalent of the GBP Net Eligible Receivables Balance as at the Month End Date immediately preceding such Monthly Calculation Date, divided by

(y)              the Net Eligible Receivables Balance as at the Month End Date immediately preceding such Monthly Calculation Date, multiplied by

(iii)            the DSO as at the Month End Date immediately preceding such Monthly Calculation Date, multiplied by

(b)              the Net Eligible Receivables Balance as at the Month End Date immediately preceding such Monthly Calculation Date.

"Retained Interest" means a material net economic interest of not less than 5% as required by Article 6(1) of each of the Securitisation Regulations in the form of a first loss tranche pursuant to (i) paragraph (d) of Article 6(3) of the EU Securitisation Regulation, and (ii) paragraph (d) of Article 6(3) of the UK Securitisation Regulation, in each case as in effect on the Effective Date.

"Securitisation Regulations" means the EU Securitisation Regulation and the UK Securitisation Regulation.

"SPV Account" means any account, at an Eligible Account Bank, described in Schedule 3 (Accounts) to the Receivables Transfer Agreement under the heading "SPV Accounts" and any account added as an SPV Account in accordance with the Transaction Documents.

"Subordinated Loan Interest Rate" means, (A) with respect to any Currency other than GBP, (i) the offered rate that appears on the page of the Bloomberg Screen that displays an average ICE Benchmark Administration Limited (or any successor thereof acceptable to the Subordinated Lender) London interbank offered rate for deposits in such Currency with a term equivalent to three months at 11:00 a.m. London time on the applicable Settlement Date; or (ii) in the event such offered rate does not appear on such page or service or such page or service shall cease to be available (other than under the circumstances set forth in Clause 2.5(e) (Successor Applicable Currency Benchmark Rate) of the Receivables Transfer Agreement), the offered rate per annum (rounded upwards to five decimal places) equal to the offered rate determined by the Subordinated Lender to be the offered rate on another page or other service that displays an average ICE Benchmark Administration Limited (or any successor thereof acceptable to the Subordinated Lender) London interbank offered rate for deposits in such Currency with a term equivalent to three months, in each case determined as of the most recent Subordinated Loan Interest Determination Date, or (B) with respect to GBP, the Compounded Reference Rate on the applicable Settlement Date. If the calculation of the Subordinated Loan Interest Rate results in a Subordinated Loan Interest Rate of less than zero (0), the Subordinated Loan Interest Rate shall be deemed to be zero (0) for all purposes hereunder.

"Total Reserve Percentage" means, for any Monthly Calculation Period, a percentage equal to the greater of:

(i)        the Loss Reserve Percentage as at the Month End Date immediately preceding such Monthly Calculation Period, plus

(ii)       the Non-Contractual Dilution Reserve Percentage as at the Month End Date immediately preceding such Monthly Calculation Period, plus

(ii)       the Yield and Expenses Reserve Percentage as at the Month End Date immediately preceding such Monthly Calculation Period.

"Write-Down and Conversion Powers" means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

"Alternate Rate" means, for any Investment, for each day in any applicable Rate Period:

"Applicable Currency Benchmark Rate" means, (i) with respect to any Investment denominated in Dollars, LIBOR, and (ii) with respect to any Investment denominated in Euros, EURIBOR.

"Yield" [*****]

Without prejudice to any other provision of this Agreement, each party hereto acknowledges and agrees that, as of the Effective Date, the circumstances set forth in Clause 2.5(e)(ii)(B) above have arisen with respect to LIBOR.

then the Administrative Agent, the SPV and the Servicers shall endeavour to establish an alternate rate of interest to such RFR that gives due consideration to the then-prevailing market convention for determining a rate of interest for syndicated loans in England at such time, and shall enter into an amendment to this Agreement and the other Transaction Documents to reflect such alternate rate of interest and such other related changes to this Agreement and the other Transaction Documents as may be applicable (but, for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Margin).

Notwithstanding anything to the contrary in Clause 12 (Amendments and Waivers), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Purchaser Agents and the Purchasers, a written notice from the Majority Purchasers of an objection to such amendment. Until an alternate rate of interest shall be determined in accordance with this Clause 2.5(f), (1) the obligation of the Purchasers to make or maintain Investments with Yield calculated by reference to such RFR shall be suspended (to the extent of the affected Investments or Rate Periods), and (2) the related RFR component shall no longer be utilized in determining the Alternate Rate, if applicable. Upon receipt of such notice, the SPV may revoke any pending request for an Investment (to the extent of the affected Investment or Rate Periods) or, failing that, will be deemed to have converted such request into a request for an Investment with Yield calculated at the Base Rate.

(v)   is not established in a third country referred to in Article 4 of the EU Securitisation Regulation or in Article 4 of the UK Securitisation Regulation.

(i)           Securitisation Regulations. The SPV shall promptly provide each Purchaser and the Subordinated Lender with such information relating to the Receivables or the transactions under the Transaction Documents as any Purchaser or the Subordinated Lender may from time to time reasonably request in order to enable such Purchaser (in its capacity as Purchaser or as a sponsor) or the Subordinated Lender to comply with any and all applicable requirements of Article 5 and/or Article 7 of each Securitisation Regulation and any other due diligence provision or transparency provision of the Securitisation Regulation Rules. The SPV shall make available all the information that a securitisation special purpose entity is required to make available in accordance with Article 7 of the EU Securitisation Regulation and Article 7 of the UK Securitisation Regulation.

(d)          Change in payment instructions to Obligors. The SPV shall not add or terminate any bank as an Account Bank or any account as an Account to or from those listed in Schedule 3 (Accounts) or, except to the extent permitted or required by the Transaction Documents, make any change in its instructions to Obligors regarding payments to be made to any Account, unless (i) such instructions are to deposit such payments for a Receivable to another existing Account, (ii) with respect to the addition or termination of any bank as an Account Bank or any account as an Account, (A) the Administrative Agent and each Purchaser Agent have received written notice of such addition, termination or change at least thirty (30) days prior thereto, (B) the Majority Purchasers have consented to each new Account Bank and/or the termination of any Account Bank (in each case, where applicable, and provided that such consent or instructions are not unreasonably withheld or delayed), (C) the Administrative Agent and each Purchaser Agent have received a duly executed Account Agreement with respect to each new Account, where applicable, and (D) the Administrative Agent and each Purchaser Agent have received an updated Schedule 3 (Accounts) along with a certification from the SPV that all conditions to add or remove such Account and/or Account Bank under the Transaction Documents have been satisfied, or (iii) on and after the Account Redirection Date, such instructions are to deposit payments into an SPV Account (it being agreed that, at any time on and after the Account Redirection Date, the SPV shall instruct all Obligors to make all payments in respect of the Receivables and associated Related Rights to an SPV Account).

(ii) any costs and expenses in connection with the requirements of the EU Securitisation Regulation and the UK Securitisation Regulation, in each case including any costs or fees related to the provision of information required in connection with transparency, due diligence or reporting requirements requested by the Administrative Agent or any Purchaser,

8.11        Erroneous Payments

Where a sum is to be paid to the Administrative Agent, a Purchaser Agent or the Paying Agent, as applicable, under this Agreement or any other Transaction Document for another party hereto or thereto, the Administrative Agent, such Purchaser Agent or the Paying Agent, as applicable, is not obliged to pay that sum to that other party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum. If the Administrative Agent, a Purchaser Agent or the Paying Agent, as applicable, or its Affiliate or representative on its behalf or direction (the Administrative Agent, each Purchaser Agent and the Paying Agent, as applicable, and their applicable Affiliate or representative, an "Agent Entity") pays an amount to another party (unless the immediately following sentence applies) or, at the direction of such party, that party’s Affiliate, related fund or representative (such party and its applicable Affiliate, related fund or representative, an "Other Party Entity") and it proves to be the case (in the sole determination of the Administrative Agent, a Purchaser Agent or the Paying Agent, as applicable) that (a) neither the Administrative Agent, such Purchaser Agent or the Paying Agent, as applicable, nor the applicable Agent Entity actually received that amount or (b) such amount was otherwise paid in error (whether such error was known or ought to have been known to such other party or applicable Other Party Entity), then the party to whom that amount (or the proceeds of any related exchange contract) was paid (or on whose direction its applicable Other Party Entity was paid) by the applicable Agent Entity shall hold such amount on trust or, to the extent not possible as a matter of law, for the account (or will procure that its applicable Other Party Entity holds on trust or for the account) of the Agent Entity and on demand (or will procure that its applicable Other Party Entity shall) refund the same to the Agent Entity together with interest on that amount from the date of payment to the date of receipt by the Agent Entity, calculated by the Administrative Agent, such Purchaser Agent or the Paying Agent, as applicable, to reflect its cost of funds. If the Administrative Agent, a Purchaser Agent or the Paying Agent, as applicable, has notified the Purchasers that it is willing to make available amounts for the account of the SPV before receiving funds from the Purchasers then if and to the extent that the Administrative Agent, such Purchaser Agent or the Paying Agent, as applicable, does so but it proves (in the sole determination of the Administrative Agent, such Purchaser Agent or the Paying Agent, as applicable) to be the case that it does not then receive funds from a Purchaser in respect of a sum which it paid to the SPV: (i) the Administrative Agent, such Purchaser Agent or the Paying Agent, as applicable, shall notify Arrow of that Purchaser’s identity and the SPV to whom that sum was made available shall hold such amount on trust or, to the extent not possible as a matter of law, for the account, of the Administrative Agent, such Purchaser Agent or the Paying Agent, as applicable, and on demand refund it to the Administrative Agent, such Purchaser Agent or the Paying Agent, as applicable; and (ii) the Purchaser by whom those funds should have been made available shall on demand pay to the Administrative Agent, such Purchaser Agent or the Paying Agent, as applicable, the amount (as certified by the Administrative Agent, such Purchaser Agent or the Paying Agent, as applicable) which will indemnify the Administrative Agent, such Purchaser Agent or the Paying Agent, as applicable, against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Purchaser.

25.          Acknowledgement and Consent to Bail-In of Affected Financial Institutions

Notwithstanding anything to the contrary in any Transaction Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Transaction Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)          the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(i)           a reduction in full or in part or cancellation of any such liability;

(ii)           a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Transaction Document; or

(iii)          the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

(a)          Clause 5.1(g) of the English RSA shall be amended in its entirety to read as follows:

(g)          Centre of Main Interest. For the purpose of the UK Insolvency Regulation, its centre of main interest (as that term is used in Article 3(1) of the UK Insolvency Regulation) is situated in the jurisdiction of its registered office.

(b)          Clause 6.1(d) of the English RSA shall be amended in its entirety to read as follows:

(d)          Centre of Main Interest. For the purpose of the UK Insolvency Regulation, it shall have and maintain its centre of main interest (as that term is used in Article 3(1) of the UK Insolvency Regulation) situated in the jurisdiction of its registered office.

(c)          Clause 6.2(n) of the English RSA shall be amended in its entirety to read as follows:

(n)          Securitisation Regulations. Upon request by a Purchaser or the Subordinated Lender, the Seller shall promptly provide each Purchaser or the Subordinated Lender, as applicable, with such information relating to the Purchased Receivables and the transactions under the Transaction Documents as any Purchaser or the Subordinated Lender may from time to time reasonably request in order to enable such Purchaser (in its capacity as Purchaser or as a sponsor) or the Subordinated Lender, as applicable, to comply with any and all applicable requirements of Article 5 and/or Article 7 of each Securitisation Regulation and any other due diligence provision or transparency provision of the Securitisation Regulation Rules. The Seller shall make available all the information that an originator is required to make available in accordance with Article 7 of the EU Securitisation Regulation and Article 7 of the UK Securitisation Regulation.

(d)          Clause 6.3(e) of the English RSA shall be amended in its entirety to read as follows:

(e)           Change in payment instructions to Obligors. The Seller shall not add or terminate any bank as an Account Bank or any account as an Account to or from those listed in schedule 3 (Accounts) to the Receivables Transfer Agreement or make any change, except to the extent permitted or required by the Transaction Documents, in its instructions to Obligors regarding payments for a Purchased Receivable to be made to any Account, unless (i) such instructions are to deposit such payments to another existing Account, (ii) with respect to the addition or termination of any bank as an Account Bank or any account as an Account, (A) the Buyer and the Administrative Agent have received written notice of such addition, termination or change at least thirty (30) days prior thereto, (B) the Buyer and the Administrative Agent (acting on the instructions of the Majority Purchasers) have consented to each new Account Bank and/or the termination of any Account Bank (in each case, where applicable, and provided that such consent or instructions are not unreasonably withheld or delayed), (C) the Security Trustee has received a duly executed Account Agreement with respect to each new Account, where applicable, and (D) the Administrative Agent and each Purchaser Agent have received an updated Schedule 3 (Accounts) to the Receivables Transfer Agreement along with a certification from the Seller that all conditions to add or remove such Account and/or Account Bank under the Transaction Documents have been satisfied, or (iii) on and after the Account Redirection Date, such instructions are to deposit payments to an SPV Account (it being agreed that, at any time on and after the Account Redirection Date, the Seller and the Buyer or its assigns shall jointly instruct all Obligors to make all payments in respect of the Purchased Receivables and their Related Security (other than any Receivable originated prior to such date) to an SPV Account).

each Agent Servicer shall prepare and forward to the Administrative Agent, each Purchaser Agent, the Paying Agent and the SPV a Monthly Servicer Report, certified by such Agent Servicer and containing, among other things, all information required by the Subordinated Lender to comply with its requirements under Article 7 of the EU Securitisation Regulation in accordance with the Subordinated Loan Agreement and the related regulatory technical standards and implementing technical standards, as amended or replaced from time to time and Article 7 of the UK Securitisation Regulation in accordance with the Subordinated Loan Agreement and the related technical standards, as amended or replaced from time to time.

(r)         Centre of Main Interests. Each Servicer has its centre of main interests (as such term is used in the EU Insolvency Regulation or the UK Insolvency Regulation, as applicable) in its jurisdiction of organization and it has no "establishment" (as such term is used in the EU Insolvency Regulation or the UK Insolvency Regulation, as applicable) outside its jurisdiction of registered office other than in Austria, Belgium, The Netherlands and Switzerland.

(q)          Securitisation Regulations. Upon request by a Purchaser, each Servicer shall promptly provide each Purchaser with such information relating to the Receivables and the transactions under the Transaction Documents as any Purchaser may from time to time reasonably request in order to enable such Purchaser (in its capacity as Purchaser or as a sponsor) to comply with any and all applicable requirements of Article 5 and/or Article 7 of each Securitisation Regulation and any other due diligence provision or transparency provision of the Securitisation Regulation Rules. Each Servicer shall make available all the information that an originator, sponsor or securitisation special purpose entity is required to make available in accordance with Article 7 of the EU Securitisation Regulation and Article 7 of the UK Securitisation Regulation.

(d)          No change in payment instructions to Obligors. No Servicer shall add or terminate any bank as an Account Bank or any account as an Account to or from those listed in Schedule 3 (Accounts) to the Receivables Transfer Agreement or make any, except to the extent permitted or required by the Transaction Documents, change in its instructions to Obligors regarding payments to be made to any Account, unless (i) such instructions are to deposit such payments to another existing Account, (ii) with respect to the addition or termination of any bank as an Account Bank or any account as an Account, (A) the Administrative Agent has received written notice of such addition, termination or change at least thirty (30) days prior thereto, (B) the Administrative Agent (acting on the instructions of the Majority Purchasers) has consented to each new Account Bank and/or the termination of any Account Bank (in each case, where applicable, and provided that such consent or instructions are not unreasonably withheld or delayed), (C) the Security Trustee has received a duly executed Account Agreement with respect to each new Account, where applicable, and (D) the Administrative Agent and each Purchaser Agent have received an updated Schedule 3 (Accounts) to the Receivables Transfer Agreement along with a certification from the related Servicer that all conditions to add or remove such Account and/or Account Bank under the Transaction Documents have been satisfied, or (iii) on and after the Account Redirection Date, such instructions are to deposit payments to an SPV Account (it being agreed that at any time on and after the Account Redirection Date, each Servicer shall instruct all Obligors to make all payments in respect of the Receivables and their Related Rights (other than any Receivable originated prior to such date) to an SPV Account).

"Trust Accounts" means the Collection Accounts listed in Schedule 1 (Trust Accounts) and any other account of Collection Account Trustee deemed a Collection Account under the Transaction Documents (each such account being a "new Trust Account").

(a)              immediately on the date of this Declaration of Trust and on the date on which any new Trust Account is opened, deliver (with a copy to the SPV, the Security Trustee and, with respect to any new Trust Account, the Administrative Agent) a duly executed Notice of Declaration of Trust to each relevant Collection Account Bank; and

(b)              ensure that such Collection Account Bank acknowledges such Notice of Declaration of Trust by providing a duly executed Acknowledgement of Declaration of Trust to (i) the SPV and the Security Trustee, on or prior to the Closing Date, or (ii) with respect to any new Trust Account which has been opened, the SPV, the Security Trustee and the Administrative Agent, promptly but in any event no later than thirty (30) days after the date on which such new Trust Account has been opened.

"Trust Accounts" means the Collection Accounts listed in Schedule 1 (Trust Accounts) and any other account of Collection Account Trustee deemed a Collection Account under the Transaction Documents (each such account being a "new Trust Account").

(a)              immediately on the date of this Declaration of Trust and on the date on which any new Trust Account is opened, deliver (with a copy to the SPV, the Security Trustee and, with respect to any new Trust Account, the Administrative Agent) a duly executed Notice of Declaration of Trust to each relevant Collection Account Bank; and

(b)              ensure that such Collection Account Bank acknowledges such Notice of Declaration of Trust by providing a duly executed Acknowledgement of Declaration of Trust to (i) the SPV and the Security Trustee, on or prior to the Closing Date, or (ii) with respect to any new Trust Account which has been opened, the SPV, the Security Trustee and the Administrative Agent, promptly but in any event no later than thirty (30) days after the date on which such new Trust Account has been opened.

(ii) any costs and expenses in connection with the requirements of the EU Securitisation Regulation and the UK Securitisation Regulation, in each case including any costs or fees related to the provision of information required in connection with transparency, due diligence or reporting requirements requested by the Administrative Agent or any Purchaser,

(vi)         any and all costs and expenses, including any increased capital costs, fines or penalties, relating to its participation in the transactions contemplated by the Transaction Documents arising as a result of the failure of any Arrow Party, the SPV or such transactions to comply with the EU Securitisation Regulation or the UK Securitisation Regulation.

At all times prior to the Final Payout Date, the Subordinated Lender represents, warrants and covenants that:

At all times prior to the Final Payout Date, the Originators and the Subordinated Lender represent and warrant that:

Subject to Clause 3.3 below, this Amendment shall become effective on the date hereof (the “Effective Date”), provided that the Administrative Agent shall have received (a) a counterpart (or counterparts) of this Amendment executed and delivered by each of the Parties, (b) a counterpart (or counterparts) of the German RSA Amendment executed and delivered by each of the parties hereto and (c) a counterpart (or counterparts) of the Dutch Account Security Agreement executed and delivered by each of the parties thereto. All covenants, agreements, representations and warranties made herein and in each Agreement shall survive the execution and delivery of this Amendment and shall continue in full force and effect.

This Amendment is designated as a Transaction Document.

The SPV confirms to the Administrative Agent, each Purchaser and each other Secured Party that:

The Originators shall promptly on demand pay the Administrative Agent, each Purchaser and each other Secured Party the amount of all costs and expenses (including legal fees) incurred by any of them in connection with the negotiation, preparation, printing, execution of this Amendment and any other documents referred to in this Amendment. The Originators shall pay all costs and expenses (including legal fees) referred to in the immediately preceding sentence and invoiced on or prior to the date hereof within thirty (30) days of the Effective Date.

This Amendment may be executed in any number of counterparts, and this has the same effect as if the signatures (and if applicable, seals) on the counterparts were on a single copy of this Amendment. Delivery by electronic mail of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart of this Amendment.

Except in respect of the Secured Parties not party to this Amendment, which Persons (including, for the avoidance of doubt, their respective successors and permitted assigns) are intended to have the benefit of (but shall not enforce other than via the Administrative Agent) this Amendment pursuant to the Contracts (Rights of Third Parties) Act 1999, a Person who is not a Party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Amendment.

The provisions of Clause 4.1 (Notices) of the Master Framework Agreement shall apply to this Amendment as if set out in full again here, with such changes as are appropriate to fit this context.

This Amendment and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England.

This Amendment shall be binding on the parties hereto and their respective successors and assigns; provided that, except pursuant to the Servicing Deed, the SPV may not assign any of its rights or delegate any of its duties under this Amendment without the prior written consent of the Majority Purchasers.

If, at any time, any provision of this Amendment is or becomes illegal, invalid or unenforceable in any respect under any Law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of that provision under the Law of any other jurisdiction will in any way be affected or impaired.

The Administrative Agent (at the direction of the Specified Purchasers, which each Specified Purchaser provides by entering into this Amendment) hereby instructs (a) the Security Trustee and the Paying Agent (and instructs the SPV to instruct the Paying Agent, which the SPV does by entering into this Amendment) to execute and deliver this Amendment, and (b) the Security Trustee to execute and deliver the Dutch Account Security Agreement.

IN WITNESS WHEREOF, this Amendment has been executed as a deed by the parties hereto on the date first above written.

Omnibus Amendment No. 1

Omnibus Amendment No. 1

Omnibus Amendment No. 1

Omnibus Amendment No. 1

Administrative Agent and Purchaser Agent for the BNPP Purchaser Group

Executed as a deed by BNP Paribas, a company incorporated in France, acting by Andrea De Martino and Emilie Astier who, in accordance with the laws of that territory, are acting under the authority of that company.

Omnibus Amendment No. 1

CONDUIT PURCHASER
Given under the common seal of Matchpoint Finance plc and delivered as a deed in the presence of:
		Director
		Director / Secretary
Vincent Lyons
Witness Name
76 HEYTESBURY LANE, BALLSBRIDGE, DUBLIN 4
Witness Address
Financial Accountant
Witness Occupation

Omnibus Amendment No. 1

Omnibus Amendment No. 1

Omnibus Amendment No. 1

Omnibus Amendment No. 1

Omnibus Amendment No. 1

Omnibus Amendment No. 1

Omnibus Amendment No. 1

ANNEX A

SCHEDULE 3
ACCOUNTS

COLLECTION ACCOUNTS

Arrow Electronics (UK) Limited

[*****]

Arrow Central Europe GmbH

[*****]

SPV Accounts

[*****]

ANNEX B

SCHEDULE 3
REFERENCE RATE TERMS

Definitions

ANNEX C

SCHEDULE 4

DAILY NON-CUMULATIVE RFR RATE

The "Daily Non-Cumulative Compounded RFR Rate" for any RFR Banking Day "i" during a Rate Period or Monthly Calculation Period is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Administrative Agent, any Purchaser or any other Secured Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below:

where:

"UCCDRi" means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day "i";

"UCCDRi-1" means, in relation to that RFR Banking Day "i", the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Rate Period or Monthly Calculation Period;

"dcc" means 365 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;

"n_i" means the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day; and

the "Unannualised Cumulative Compounded Daily Rate" for any RFR Banking Day (the "Cumulated RFR Banking Day") during that Rate Period or Monthly Calculation Period is the result of the below calculation (without rounding, to the extent reasonably practicable for the Administrative Agent, any Purchaser or any other Secured Party performing the calculation, taking into account the capabilities of any software used for that purpose):

where:

"ACCDR" means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;

"tn_i" means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period;

"Cumulation Period" means the period from, and including, the first RFR Banking Day of that Rate Period or Monthly Calculation Period to, and including, that Cumulated RFR Banking Day;

"dcc" has the meaning given to that term above; and

the "Annualised Cumulative Compounded Daily Rate" for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to 5 decimal places) calculated as set out below:

where: 

"d₀" means the number of RFR Banking Days in the Cumulation Period;

"Cumulation Period" has the meaning given to that term above;

"i" means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period;

"DailyRate_i-LP" means, for any RFR Banking Day "i" in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the Lookback Period prior to that RFR Banking Day "i";

"n_i" means, for any RFR Banking Day "i" in the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;

"dcc" has the meaning given to that term above;

and "tn_i" has the meaning given to that term above.

THIS OMNIBUS DEED OF AMENDMENT NO. 2 (this “Amendment”) is dated September 20, 2022 and made among ARROW EMEA FUNDING CORP B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, as the SPV (the “SPV”), BNP PARIBAS (“BNPP”), a société anonyme incorporated under the laws of France, as the Administrative Agent (in such capacity, the “Administrative Agent”), as Purchaser Agent for the BNP Purchaser Group (in such capacity, the “BNPP Purchaser Agent”) and as a Committed Purchaser, MATCHPOINT FINANCE PLC, a public limited company incorporated under the laws of Ireland, as a Conduit Purchaser (“Matchpoint”), ING BELGIUM S.A./N.V., a public limited liability company (société anonyme/naamloze vennootschap) organised under the laws of Belgium, as Purchaser Agent for the ING Purchaser Group (the “ING Purchaser Agent”), MONT BLANC CAPITAL CORP, a corporation organised under the laws of the State of Delaware, as a Committed Purchaser and as a Conduit Purchaser (“Mont Blanc”), ARROW ELECTRONICS (UK) LIMITED, a limited liability company incorporated under the laws of England and Wales, as an Agent Servicer, an SPV Servicer and an Originator (“Arrow UK”), ARROW CENTRAL EUROPE GMBH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, as an Agent Servicer, an SPV Servicer and an Originator (“Arrow Germany”), ARROW ELECTRONICS, INC., a corporation organised under the laws of the State of New York, as the Parent (the “Parent”), Arrow Electronics FC B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, as the Subordinated Lender (the “Subordinated Lender”), U.S. BANK TRUSTEES LIMITED, a limited liability company incorporated under the laws of England and Wales, as the Security Trustee and mandatario con rappresentanza pursuant to and for the purposes of Italian law (the “Security Trustee”), and ELAVON FINANCIAL SERVICES DAC, a designated activity company registered in Ireland, as the Paying Agent (the “Paying Agent”). Each Person above shall be a “Party” and together shall be the “Parties”.

WITNESSETH

WHEREAS, the SPV, the Administrative Agent, the BNPP Purchaser Agent, Matchpoint, the ING Purchaser Agent, Mont Blanc, Arrow UK, Arrow Germany, the Parent, the Subordinated Lender, the Security Trustee and the Paying Agent have entered into that certain Master Framework Agreement, dated as of January 27, 2020 (as amended up to the date of this Amendment, the “Master Framework Agreement”);

WHEREAS, the SPV, the Administrative Agent, the BNPP Purchaser Agent, Matchpoint, the ING Purchaser Agent, Mont Blanc, Arrow UK, Arrow Germany, the Security Trustee and the Paying Agent have entered into that certain Receivables Transfer Agreement, dated as of January 27, 2020 (as amended up to the date of this Amendment, the “Receivables Transfer Agreement”);

WHEREAS, the SPV, the Administrative Agent, Arrow UK, Arrow Germany, the Security Trustee and the Paying Agent have entered into that certain Receivables Servicing Deed, dated as of January 27, 2020 (as amended up to the date of this Amendment, the “Servicing Deed”);

WHEREAS, the Subordinated Lender, the SPV, Arrow UK, Arrow Germany and the Administrative Agent have entered into that certain Subordinated Loan Agreement, dated as of January 27, 2020 (as amended up to the date of this Amendment, the “Subordinated Loan Agreement” and, together with the Master Framework Agreement, Receivables Transfer Agreement and Servicing Deed, the “Agreements” and each Agreement, reflecting the amendment of such Agreement effected or proposed to be effected pursuant to this Amendment, the “Amended Agreements”);

WHEREAS, the Parties desire to amend the Agreements to which they are a party as provided herein and, to the extent applicable to such Party, provide a limited waiver as provided herein; and

NOW THEREFORE, the Parties agree as follows.

THIS DEED WITNESSES that:

Terms defined in each Amended Agreement or the German RSA (as defined below) but not in this Amendment shall have the same meaning in this Amendment as in such Amended Agreement or the German RSA, as applicable, or, if not defined therein, in the Master Framework Agreement.

The principles of interpretation set out in Clause 2.2 (Interpretation) of the Master Framework Agreement apply to this Amendment, mutatis mutandis, as if fully set forth herein.

Each Servicer shall allocate, hold and distribute Collections (including, for the avoidance of doubt, any Collections then on deposit in any Collection Account or SPV Account), any interest and income available on amounts on deposit in any Collection Account or SPV Account and proceeds of any Investment solely in accordance with this Clause 4.1, subject to Clause 4.6 (Allocation and payments in different Currencies).

in the case of each item referred to in Clause 4.1(a)(ii)(A) to (D), less the amount previously allocated, set aside and held on trust and as at such day held on trust by any Agent Servicer in respect of that item; and

provided, that, with respect to this Clause 4.1(a), such Collections shall be held on trust first, from Sold Receivable Collections received or deemed received on such day, and second, solely to the extent such Sold Receivable Collections are insufficient to satisfy the amounts required to be held on trust pursuant to this Clause 4.1(a), from Unsold Receivable Collections received or deemed received on such day; provided, further, that each SPV Servicer shall transfer any amounts held on trust pursuant to this Clause 4.1(a) to the applicable Agent Servicer upon receipt thereof.”

Subject to Clause 3.3 below, this Amendment shall become effective on the date hereof (the “Effective Date”), provided that the Administrative Agent shall have received each of the following:

All covenants, agreements, representations and warranties made herein and in each Agreement shall survive the execution and delivery of this Amendment and shall continue in full force and effect.

This Amendment is designated as a Transaction Document.

The SPV confirms to the Administrative Agent, each Purchaser and each other Secured Party that:

The Originators shall promptly on demand pay the Administrative Agent, each Purchaser and each other Secured Party the amount of all costs and expenses (including legal fees) incurred by any of them in connection with the negotiation, preparation, printing and execution of this Amendment and any other documents referred to in this Amendment. The Originators shall pay all costs and expenses (including legal fees) referred to in the immediately preceding sentence and invoiced on or prior to the date hereof within thirty (30) days of the Effective Date.

This Amendment may be executed in any number of counterparts, and this has the same effect as if the signatures (and if applicable, seals) on the counterparts were on a single copy of this Amendment. Delivery by electronic mail of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart of this Amendment.

Except in respect of the Secured Parties not party to this Amendment, which Persons (including, for the avoidance of doubt, their respective successors and permitted assigns) are intended to have the benefit of (but shall not enforce other than via the Administrative Agent) this Amendment pursuant to the Contracts (Rights of Third Parties) Act 1999, a Person who is not a Party has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Amendment.

The provisions of Clause 4.1 (Notices) of the Master Framework Agreement shall apply to this Amendment as if set out in full again here, with such changes as are appropriate to fit this context.

References in any Transaction Document to the Security Trustee in connection with and/or related to any security document governed by Italian law shall be deemed to include a reference to the Security Trustee also in its capacity as mandatario con rappresentanza pursuant to and for the purposes of Italian law where applicable.

This Amendment and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England.

This Amendment shall be binding on the parties hereto and their respective successors and assigns; provided that, except pursuant to the Servicing Deed, the SPV may not assign any of its rights or delegate any of its duties under this Amendment without the prior written consent of the Majority Purchasers.

If, at any time, any provision of this Amendment is or becomes illegal, invalid or unenforceable in any respect under any Law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of that provision under the Law of any other jurisdiction will in any way be affected or impaired.

The Administrative Agent (at the direction of the Specified Purchasers, which each Specified Purchaser provides by entering into this Amendment) hereby instructs the Security Trustee and the Paying Agent (and instructs the SPV to instruct the Paying Agent, which the SPV does by entering into this Amendment) to execute and deliver this Amendment.

Pursuant to paragraph (a)(ii) of the definition of “Settlement Date” in the Master Framework Agreement, each of the Agent Servicers, the Administrative Agent and the Majority Purchasers hereby agree that September 28, 2022, shall be a “Settlement Date” under the Transaction Documents (the “Additional Settlement Date”). Solely with respect to the Additional Settlement Date, the following shall apply (including any other modifications to terms or determination dates that are mutually agreed in writing between the Agent Servicers, the Administrative Agent and the Majority Purchasers and relate solely to the Additional Settlement Date):

For the avoidance of doubt, the terms and determination dates used in this Clause 8.1 are solely with respect to the Additional Settlement Date and shall in no way effect past or future Settlement Dates which shall continue pursuant to and in accordance with the Transaction Documents as if the Additional Settlement Date had not occurred.

Reference is hereby made to the (i) Receivables Transfer Agreement, and (ii) German Receivables Sale Agreement, dated as of January 27, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “German RSA”), by and between the SPV, as buyer, and Arrow Germany, as seller and original servicer.

The following clauses (a) – (d) are collectively referred to herein as the “Subject Covenants”:

(a)       Pursuant to Clause 6.2(f) of the German RSA, Arrow Germany shall, among other things, instruct all relevant Obligors to cause all Collections to be deposited directly to a Collection Account.

(b)       Pursuant to Clause 6.2(g) of the German RSA, Arrow Germany shall, among other things, hold all Collections received by it from time to time on trust for the benefit of the SPV and deposit such Collections immediately to a Collection Account or an SPV Account (unless those Collections have already been paid into a Collection Account or an SPV Account).

(c)       Pursuant to Clause 6.2(h) of the German RSA, Arrow Germany shall, among other things, procure that each Collection Account shall at all times be subject to an Account Agreement.

(d)       Pursuant to Clause 6.3(e) of the German RSA, Arrow Germany shall not, among other things, add any bank as an Account Bank or any account as an Account to or from those listed in schedule 3 (Accounts) to the Receivables Transfer Agreement unless (i) the SPV and the Administrative Agent have received written notice of such addition at least thirty (30) days prior thereto, (ii) the SPV and the Administrative Agent (acting on the instructions of the Majority Purchasers) have consented to each new Account Bank (in each case, where applicable, and provided that such consent or instructions are not unreasonably withheld or delayed), (iii) the Security Trustee has received a duly executed Account Agreement with respect to each new Account, where applicable, and (iv) the Administrative Agent and each Purchaser Agent have received an updated Schedule 3 (Accounts) to the Receivables Transfer Agreement along with a certification from Arrow Germany that all conditions to add such Account and/or Account Bank under the Transaction Documents have been satisfied.

Pursuant to Clause 6.1(c) of the Receivables Transfer Agreement, an Early Amortisation Event will occur if any Arrow Party shall fail to perform or observe any term, covenant, agreement or other term contained in (i) any Specified Covenant Clause, or (ii) any Transaction Document (other than as addressed in Clauses 6.1(a) and 6.1(c)(i) (Early Amortisation Events)) and such failure in the case of this Clause 6.1(c)(ii) has continued for twenty (20) days after such Person obtained knowledge or received notice thereof.

Each of the SPV, the Administrative Agent, the BNPP Purchaser Agent, the ING Purchaser Agent, the Security Trustee and the Paying Agent agrees and acknowledges that (i) in December 2019, Arrow Germany opened an account in Italy with [*****] (the “Italian Account”) into which Collections have been deposited since August 1, 2020 (the “Initial Breach Date”) and continue to be deposited and for which the amount of Collections in such account for any month did not and will not exceed €1,300,000, and (ii) prior to the end of the Waiver Period, the Italian Account is not a Collection Account or an SPV Account, in each case constituting a failure to comply with one or more of the Subject Covenants and triggering an Early Amortization Event (collectively, the “Specified Breaches”).

Pursuant to Clause 12.1 of the Receivables Transfer Agreement, each of the SPV, the Administrative Agent, the Security Trustee, the Paying Agent and each Majority Purchaser party hereto hereby waives, on a limited basis, (i) the occurrence of the Specified Breaches, (ii) any failure to give notice of the Specified Breaches, (iii) any false representation, warranty, certification or statement regarding any Account, Account Bank or the absence of an Early Amortisation Event or Event of Default, solely to the extent that such falsity arose from the Specified Breaches, (iv) any failure of the SPV, any Servicer or any Originator under the Transaction Documents to comply with a covenant or obligation with respect to any Account or Account Bank, solely to the extent that such failure arose from the Specified Breaches and (v) with respect to any Investment, the failure to satisfy any condition pursuant to Clause 4.2 of the Receivables Transfer Agreement, solely to the extent that such failure arose from the Specified Breaches (such events, the “Resulting Events”), in each case, solely to the extent occurring during the period of time from the Initial Breach Date, to and including the earlier of (1) the date that the Security Trustee and Administrative Agent has received a duly executed Account Agreement with respect to the Italian Account in form and substance satisfactory to the Security Trustee and Administrative Agent and (2) December 31, 2022 (the “Waiver Period”).

For the avoidance of doubt, the limited waiver granted hereunder shall not apply to any period of time other than the Waiver Period. The waiver set forth in the immediately preceding paragraph is a one-time waiver and is limited to its express terms. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent, the Security Trustee, the Paying Agent, any Purchaser Agent or any Purchaser, nor constitute a waiver of any provision of the Receivables Transfer Agreement or any other Transaction Document or any other documents, instruments and agreements executed and/or delivered in connection therewith except to the limited extent specifically set forth herein. Additionally, nothing contained in this Amendment shall be construed to modify or in any way amend Clause 6.2(f), Clause 6.2(g), Clause 6.2(h) or Clause 6.3(e) of the German RSA or Clause 6.1(c) of the Receivables Transfer Agreement or any other provision of the Receivables Transfer Agreement, the German RSA or any other Transaction Document, other than as expressly set forth in Clause 2 (Amendments to the Agreements).

[Signature Pages Follow]

IN WITNESS WHEREOF, this Amendment has been executed as a deed by the parties hereto on the date first above written.

Omnibus Amendment No. 2

Omnibus Amendment No. 2

Omnibus Amendment No. 2

Omnibus Amendment No. 2

Omnibus Amendment No. 2

Administrative Agent and Purchaser Agent for the BNPP Purchaser Group

Executed as a deed by BNP Paribas, a company incorporated in France, acting by Emilie Astier and Eric Lefol who, in accordance with the laws of that territory, are acting under the authority of that company.

Signature in the name of the company:                                 BNP Paribas

Signature of __/s/ Emilie Astier___________________: 

Signature of _/s/ Eric Lefol____________________:  

Omnibus Amendment No. 2

CONDUIT PURCHASER

Given under the common seal of

Matchpoint Finance plc

and delivered as a deed in the presence of:

Omnibus Amendment No. 2

Omnibus Amendment No. 2

Omnibus Amendment No. 2

Omnibus Amendment No. 2

ANNEX A

MASTER FRAMEWORK AGREEMENT

CONFORMED COPY through

EXECUTION COPY

First Amendment to MFA, dated as of May 27, 2020

Omnibus Deed of Amendment No. 1, dated December 23, 2021

Omnibus Deed of Amendment No. 2, dated September 20, 2022

CONTENTS

THIS MASTER FRAMEWORK AGREEMENT (this "Agreement") is dated on January 27, 2020 and made among:

IT IS AGREED that:

This Master Framework Agreement (this "Agreement") dated January 27, 2020, is entered into by and among the parties whose signatures appear on the signature pages hereto and certain other parties that become party to one or more Transaction Documents from time to time after the Closing Date.

Capitalised terms used in each of the Transaction Documents (as defined herein) shall, unless otherwise defined therein or where the context requires a different meaning, have the meanings provided in this Agreement.

To the extent set out in Clause 1.2 (Application of definitions), the following terms used in the Transaction Documents have the following meanings:

"Account" means the SPV Accounts and the Collection Accounts.

"Account Agreements" means the SPV Account Agreements and the Collection Account Agreements, collectively.

"Account Banks" means the SPV Account Banks and the Collection Account Banks.

"Account Redirection Date" means the date designated by the Administrative Agent by notice to the SPV, the Servicers and the Parent at any time (a) following the occurrence of an Event of Default or Early Amortisation Event or (b) the Parent has a Public Debt Rating from at least two Rating Agencies of (i) "BB-" or below from S&P, (ii) "BB-" or below from Fitch and/or (iii) "Ba3" or below from Moody's (or such other rating as the Administrative Agent, the Majority Purchasers and the Parent may agree in writing); provided that, for purposes of clause (b) above (x) if at any time only one Rating Agency has issued a Public Debt Rating for the Parent, then such Public Debt Rating alone shall be used to determine if an Account Redirection Date has occurred pursuant to clause (b) above, and (y) if at any time Parent does not have a Public Debt Rating, then Parent shall be deemed to have a Public Debt Rating of (i) "BB-" or below from S&P, (ii) "BB-" or below from Fitch and (iii) "Ba3" or below from Moody's.

"Accountants' Letter" is defined in Clause 6.1(b)(vi) (Annual agreed upon procedures audit) of the Servicing Deed.

"Adjusted Term SOFR" is defined in Clause 2.5(c) (Rate Definitions) of the Receivables Transfer Agreement.

"Administrative Agent" means BNP Paribas, in its capacity as administrative agent for the Purchasers, and any successor to it in that capacity appointed pursuant to Clause 8 (The Administrative Agent, Purchaser Agents and Paying Agent) of the Receivables Transfer Agreement.

"Administrative Agent-Related Persons" means the Administrative Agent, together with its Affiliates, and the officers, directors, employees, agents and attorneys-in-fact of such Persons and their respective Affiliates.

"Administrative Agent Fee Letter" means each fee letter agreement, dated on or after the Closing Date, between the Parent and the Administrative Agent.

"Adverse Claim" means a mortgage, charge, pledge, lien or other security interest, any agreement or arrangement having a similar effect and any other encumbrance or right in, of or on any Person's assets in favour of any other Person; provided, however, that a subordinated lien on one or more Collection Accounts in favor of ING Bank N.V. (or its Affiliates) to secure an Originator's obligations with respect to certain cash pooling arrangements between ING Bank N.V. (or its Affiliates) and one or more Arrow Parties shall not constitute an Adverse Claim under the Transaction Documents for any purpose so long as such arrangement is subject to subordination provisions in form and substance satisfactory to the Administrative Agent in its sole discretion.

"Affected Financial Institution" means (a) any EEA Financial Institution or (b) any UK Financial Institution.

"Affiliate" means, as to any Person, any other Person which, directly or indirectly, owns, is in control of, is controlled by, or is under common control with, such Person, in each case whether legally or beneficially. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the other Person, whether through the ownership of voting shares or membership interests, by contract, or otherwise.

"Agent Entity" is defined in Clause 8.11 (Erroneous Payments) of the Receivables Transfer Agreement.

"Agent Servicer" means, initially, the English Agent Servicer and the German Agent Servicer, as applicable, and any other Person as may from time to time be appointed as an Agent Servicer pursuant to Clause 2.1(a) (Appointment of Agent Servicers) of the Servicing Deed.

"Agent Servicing Fee" means an amount in the Base Currency equal to either (a) at any time when each Agent Servicer is an Arrow Party or an Affiliate thereof, the actual cost of servicing the Sold Receivables plus an amount consistent with industry standards determined by the Agent Servicers and approved by the Administrative Agent in its reasonable discretion, such additional amount to be reviewed and updated from time to time, or (b) at any time when any Agent Servicer is not an Arrow Party or an Affiliate thereof, the amount determined by agreement between such Person and the Administrative Agent, in either case, payable in arrears on each Settlement Date from Collections pursuant to, and subject to the Priority of Payments set out in, the Servicing Deed.

"Agreed Jurisdiction Request" means a request by an Agent Servicer, on behalf of the SPV, to add an additional jurisdiction as an Agreed Obligor Jurisdiction or an Agreed Receivable Jurisdiction, as applicable, substantially in the form of Exhibit A.

"Agreed Obligor Jurisdiction" means Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, The Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden, the United Kingdom, solely with respect to the German Originator, Switzerland, and each additional Agreed Obligor Jurisdiction with respect to Arrow Germany or Arrow UK agreed to in writing from time to time by the Administrative Agent and each Purchaser Agent pursuant to an Agreed Jurisdiction Request; provided that, (i) with respect to Romania, a legal memorandum from local counsel in Romania has been received by and addressed to the Administrative Agent and each Purchaser Agent with respect to true sale, tax, choice-of-law, perfection and enforcement matters in such jurisdiction, (ii) upon the occurrence of a Level II Rating Event, a legal memorandum or opinion (as determined by the Administrative Agent acting on behalf of each Purchaser Agent) from local counsel in each such Agreed Obligor Jurisdiction has been received by and addressed to the Administrative Agent and each Purchaser Agent with respect to true sale, tax, choice-of-law, perfection and enforcement matters in such jurisdiction; provided, however, if no such memorandum or opinion is given or if such memorandum or opinion does not provide a favorable opinion with respect to true sale, tax, choice-of-law, perfection and enforcement matters or otherwise, each in the reasonable opinion of the Administrative Agent and each Purchaser Agent, then the related jurisdiction shall no longer be deemed an Agreed Obligor Jurisdiction until such a favorable memorandum or opinion in form and substance satisfactory to the Administrative Agent and each Purchaser Agent is received by the Administrative Agent and each Purchaser Agent, and (iii) any other information that has been reasonably requested by the Administrative Agent or any Purchaser Agent has been provided to the Administrative Agent and each Purchaser Agent, in each case of clauses (i), (ii) and (iii) above, in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent.

"Agreed Receivable Jurisdiction" means (a) with respect to the German Originator, Austria, Belgium, Germany, The Netherlands, Switzerland, the United States and each additional Agreed Receivable Jurisdiction with respect to Arrow Germany agreed to in writing from time to time by the Administrative Agent and each Purchaser Agent pursuant to an Agreed Jurisdiction Request and (b) with respect the English Originator, England and the United States and each additional Agreed Receivable Jurisdiction with respect to Arrow UK agreed to in writing from time to time by the Administrative Agent and each Purchaser Agent pursuant to an Agreed Jurisdiction Request; provided that, in each case of clauses (a) and (b) above (i) a legal opinion or opinions from local counsel in each such Agreed Receivable Jurisdiction have been received by and addressed to the Administrative Agent and each Purchaser Agent with respect to true sale, tax, choice-of-law and perfection matters in such jurisdiction and (ii) any other information that has been reasonably requested by the Administrative Agent or any Purchaser Agent has been provided to the Administrative Agent and each Purchaser Agent, in each case of clauses (i) and (ii) above, in form and substance reasonably satisfactory to the Administrative Agent and each Purchaser Agent.

"Aggregate 3rd Party Annual Fees" means, at any time, the sum of:

(a)       the Corporate Services Provider Annual Fee, plus

(b)       the Reporting Services Provider Annual Fee, plus

(c)       the Security Trustee Annual Fee, plus

(d)       the SPV Account Bank Annual Fee, plus

(e)       the Paying Agent Annual Fee.

"Aggregate Invested Amount" means the Base Currency Equivalent of the aggregate outstanding Invested Amounts in respect of the Investments.

"Aggregate Unpaids" means, at any time, an amount equal to the sum of (a) the Base Currency Equivalent of the aggregate unpaid Yield accrued, and to accrue with respect to all then current Rate Periods, at such time, (b) the Aggregate Invested Amount at such time and (c) the Base Currency Equivalent of any and all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) hereunder and under the other Transaction Documents from Collections and/or by the SPV and/or any Arrow Party to the Administrative Agent, the Purchaser Agents, the Purchasers, the Security Trustee or the other Secured Parties under and in connection with the Receivables Transfer Agreement and the other Transaction Documents, of whatever nature and whenever arising.

"Agreement" is defined in Clause 1.1 (Status of this Agreement).

"Alternate Rate" is defined in Clause 2.5(c) (Rate Definitions) of the Receivables Transfer Agreement.

"Anti-Corruption Laws" means, with respect to any Person, all Laws of any jurisdiction applicable to such Person concerning or relating to bribery, money laundering or corruption, including the U.K. Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and any applicable Law implemented by the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

"Applicable Exchange Rate" means, at any time in relation to any amount denominated in a currency and any other currency, (i) the currency exchange rate specified in any hedging contract related to the Transaction Documents, to the extent applicable, or (ii) otherwise, the rate determined by the Administrative Agent or the applicable Agent Servicer, as applicable, as the currency exchange rate at which such amount could be converted into such other currency under a spot foreign exchange contract in the applicable currency exchange market.

"Applicable Currency Benchmark Rate" is defined in Clause 2.5(c) (Rate Definitions) of the Receivables Transfer Agreement.

"Applicable Margin" is defined in Clause 2.5(c) (Rate Definitions) of the Receivables Transfer Agreement.

"Arrow" means Arrow Electronics, Inc., a company incorporated under the laws of the State of New York.

"Arrow Documents" is defined in Clause 2.1(a) (Undertakings to cause performance or perform) of the Parent Undertaking Agreement.

"Arrow Germany" means Arrow Central Europe GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany.

"Arrow Obligations" is defined in Clause 2.1(a) (Undertakings to cause performance or perform) of the Parent Undertaking Agreement.

"Arrow Party" means each Originator, each Agent Servicer, each SPV Servicer, the Parent, the Subordinated Lender and each Affiliate of any of them from time to time party to a Transaction Document.

"Arrow UK" means Arrow Electronics (UK) Limited, a limited liability company incorporated under the laws of England and Wales, with company number 02582534 and having its registered office at Kao 1 Kao Park, Hockham Way, Harlow, CM17 9NA, Essex United Kingdom.

"Asset Interest" means the rights of the Purchasers in and to the Portfolio and the SPV Collateral.

"Assignable Interest" is defined in Clause 16 (Assignment of Rights in the Portfolio and Receivables) of the Receivables Transfer Agreement.

"Assignment and Assumption Agreement" means an Assignment and Assumption Agreement substantially in the form of Exhibit A (Form of Assignment, Novation and Assumption Agreement) to the Receivables Transfer Agreement.

"Austrian Receivable" means a Receivable governed by Austrian law that is originated by Arrow Germany in its capacity as Originator and sold to the SPV under the German Sale Agreement.

"Backup Servicer" is defined in Clause 2.9 (Backup Servicer) of the Servicing Deed.

"Backup Servicing Agreement" means an agreement entered into pursuant to Clause 2.9 (Backup Servicer) of the Servicing Deed on or after the occurrence of a Level I Rating Event, in form and substance satisfactory to the Administrative Agent, among the SPV, each Originator, the Administrative Agent, the Security Trustee, the Paying Agent and the Backup Servicer, governing the roles and responsibilities to be provided by the Backup Servicer.

"Backup Servicing Fee" means, following the appointment of a Backup Servicer in accordance with Clause 2.9 (Backup Servicer) of the Servicing Deed, any fees payable to such Backup Servicer under the applicable Backup Servicing Agreement in the Base Currency.

"Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

"Bail-In Legislation" means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

"Base Currency" means Euro.

"Base Currency Equivalent" means, (a) with respect to any amount denominated in the Base Currency, such amount, and (b) with respect to any amount denominated in a currency other than the Base Currency, the equivalent amount in the Base Currency determined by the Administrative Agent or the applicable Servicer, as applicable, on the basis of the Applicable Exchange Rate.

"Base Rate" is defined in Clause 2.5(c) (Rate Definitions) of the Receivables Transfer Agreement.

"Belgian Receivable" means a Receivable governed by Belgian law that is originated by Arrow Germany in its capacity as Originator and sold to the SPV under the German Sale Agreement.

"Beneficial Ownership Certification" means a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation.

"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230.

"Business Day" means a day on which commercial banks and foreign exchange markets settle payments in New York, New York, Brussels, Belgium, London, England, Paris, France, Frankfurt, Germany, Amsterdam, the Netherlands, Luxemburg City, Luxemburg, and Dublin, Ireland; provided that, (x) in relation to any sum payable in Euro, a “Business Day” shall be a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System is open, (y) in relation to any sum payable in Dollars, a “Business Day” shall be a day on which members of the Securities Industry and Financial Markets Association that are fixed income departments are open for the entire day for purposes of trading in United States government securities, and (z) in relation to any sum payable in Pounds, a “Business Day” shall be any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which banks are closed for general business in London, England.

"Capitalised Lease" of a Person means any lease of assets by such Person as lessee which would be capitalised on a balance sheet of such Person prepared in accordance with GAAP.

"Change of Control" means, with respect to:

(i)            less than a majority of the members of the Parent's board of directors shall be Persons who either (x) were serving as directors on the Closing Date or (y) were nominated as directors and/or approved by the vote of the majority of the directors who are directors referred to in clause (x) above or this clause (y), or

(ii)            a Person or group of Persons acting in concert (other than the direct or indirect beneficial owners of the Equity Interests of the Parent as of the Closing Date) shall, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, have become the direct or indirect beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of securities of the Parent representing 40% or more of the combined voting power of the outstanding voting securities for the election of directors or shall have the right to elect a majority of the board of directors of the Parent.

"Closing Date" means January 27, 2020.

"Collection Account" means any account, at an Eligible Account Bank, described in Schedule 3 (Accounts) to the Receivables Transfer Agreement under the heading "Collection Account" and any account added as a Collection Account in accordance with the Transaction Documents.

"Collection Account Agreements" means, collectively, the English Declaration of Trust (English Collection Accounts), the English Declaration of Trust (German Collection Accounts), the Dutch Account Pledge Agreement (German Collection Accounts), the Dutch Account Pledge Agreement (German and English Collection Accounts), the Irish Declaration of Trust, the German Account Pledge Agreement, the Polish Account Pledge Agreement and the Italian Account Pledge Agreement, and each other control or other security agreement or arrangement, in form and substance reasonably satisfactory to the Administrative Agent and the Security Trustee and as may be appropriate under the laws of any relevant jurisdiction, with respect to a Collection Account.

"Collection Account Bank" means any Eligible Account Bank listed in Schedule 3 (Accounts) to the Receivables Transfer Agreement and any other Eligible Account Bank added as a Collection Account Bank in accordance with the Transaction Documents.

"Collections" means, with respect to any Receivable, all cash collections and other cash proceeds of such Receivable, including (i) all finance or similar charges, if any, (ii) any cash proceeds of Related Rights with respect to such Receivable, (iii) any Deemed Collections received pursuant to the Transaction Documents, and (iv) all amounts received in respect of such Receivable on account of any Credit Insurance Policy.

"Commercial Paper" means the promissory notes issued or to be issued by any Conduit Purchaser in the commercial paper market.

"Commitment" means, with respect to each Committed Purchaser, as the context requires, (a) the commitment of such Committed Purchaser to make Investments in accordance with the Receivables Transfer Agreement in an amount not exceeding the amount described in the following paragraph (b), and (b) an amount equal to (i) the amount set out opposite such Committed Purchaser's name in Schedule 1 (Purchaser Groups and Commitments) to the Receivables Transfer Agreement under the heading "Commitment and Purchaser Group Limit" (or in the case of a Committed Purchaser which becomes a party to the Receivables Transfer Agreement pursuant to an Assignment and Assumption Agreement, as set out in such Assignment and Assumption Agreement), plus (ii) the amount of any increase to such Committed Purchaser's Commitment consented to by such Committed Purchaser, minus (iii) the amount of any Commitment or portion thereof assigned by such Committed Purchaser pursuant to an Assignment and Assumption Agreement, minus (iv) upon any reduction of the Facility Limit, an amount equal to the product of (A) the amount of such reduction of the Facility Limit, times (B) a fraction the numerator of which is the Commitment of such Committed Purchaser and the denominator of which is the Facility Limit in each case before giving effect to such reduction.

"Commitment Termination Date" means December 15, 2025, or such later date to which the Commitment Termination Date may be extended by the SPV (or the Servicers on its behalf), the Administrative Agent and any or all of the Committed Purchasers (in their sole discretion). Each Purchaser Agent shall use commercially reasonable efforts to notify the SPV (or the Servicers on its behalf) within ninety (90) days of any Commitment Termination Date (but in any event no later than sixty (60) days prior to any Commitment Termination Date) if the Committed Purchasers in its Purchaser Group intend to renew their Commitments. For the avoidance of doubt and notwithstanding anything in any Transaction Document to the contrary, no Committed Purchaser shall have any obligation to renew its Commitment.

"Committed Purchasers" means each of the financial institutions identified as such in Schedule 1 (Purchaser Groups and Commitments) to the Receivables Transfer Agreement and any other financial institution that has become a party to the Receivables Transfer Agreement pursuant to Clause 17 (Successors and assigns; binding effect) of the Receivables Transfer Agreement, but excluding any such financial institution that is no longer a party to the Receivables Transfer Agreement as provided in Clause 17 (Successors and assigns; binding effect) of the Receivables Transfer Agreement.

"Committed Purchaser's Purchaser Group Pro Rata Share" means, with respect to a Committed Purchaser at any time, the Commitment of such Committed Purchaser at that time, divided by the sum of the Commitments of all Committed Purchasers in such Committed Purchaser's Purchaser Group at that time.

"Compounded Reference Rate" means, in relation to any RFR Banking Day, the percentage rate per annum which is the aggregate of:

"Conduit Purchaser" means any commercial paper conduit that is designated as a Conduit Purchaser on the signature pages to the Receivables Transfer Agreement and any other commercial paper conduit that has become a party to the Receivables Transfer Agreement as a "Conduit Purchaser" pursuant to Clause 17 (Successors and assigns; binding effect) of the Receivables Transfer Agreement, but excluding any such commercial paper conduit that is no longer a party to the Receivables Transfer Agreement as provided in Clause 17 (Successors and assigns; binding effect) of the Receivables Transfer Agreement.

"Conduit Purchaser Fee" means [*****]%.

"Contract" means, with respect to any Receivable, any and all contracts, instruments, agreements, leases, invoices, purchase orders and related documents, notes, or other written documentation pursuant to which such Receivable arises or which evidence such Receivable or under which an Obligor becomes or is obligated to make payment in respect of such Receivable.

"Contractual Dilution" means, with respect to any Receivable, any reduction, cancellation or adjustment in the Unpaid Balance of such Receivable as a result of a contractual arrangement between the applicable Originator and the applicable Obligor including, discounts, volume rebates or volume discounts, in each case arising pursuant to the Contract related to such Receivable; it being understood that in the event an Originator is not able to identify such reduction, cancellation or adjustment as a Contractual Dilution, such reduction, cancellation or adjustment will be treated as Non-Contractual Dilution.

"Contractual Dilution Ratio" means, as at any Month End Date, the ratio (expressed as a percentage) computed by dividing

(a)            the Base Currency Equivalent of the aggregate amount of Contractual Dilutions issued with respect to Eligible Receivables which arose during the 12 Monthly Calculation Periods preceding such Month End Date, by

(b)            the Base Currency Equivalent of the aggregate initial Unpaid Balance of Eligible Receivables which arose during the 12 Monthly Calculation Periods preceding such Month End Date.

"Corporate Services Provider" means Intertrust Management B.V.

"Corporate Services Provider Annual Fee" means the fee payable in accordance with the Corporate Services Provider Fee Letter and as of the Closing Date the Corporate Services Provider Annual Fee is [*****].

"Corporate Services Provider Fee Letter" means that certain letter dated February 25, 2019, between the Corporate Services Provider and Arrow.

"Coverage Test" means a test that is satisfied if, on any date of determination, the Net Eligible Receivables Balance exceeds the sum of the Aggregate Invested Amount and the Required Reserves.

"CP Rate" is defined in Clause 2.5(c) (Rate Definitions) of the Receivables Transfer Agreement.

"Credit and Collection Policy" means, with respect to any Originator, the credit and collection policy or policies and practices of such Originator relating to the Receivables and the Contracts, as in effect on (a) the Closing Date and attached as Schedule 2 (Credit and Collection Policies) to the Receivables Transfer Agreement or (b) with respect to any Person who becomes an Originator after the Closing Date, the Initial Effective Date in respect of such Person, in each case, as modified from time to time pursuant to notice to the Administrative Agent in a manner not in violation of the Transaction Documents.

"Credit Insurance Policy" means a credit insurance policy naming the Administrative Agent, any Purchasers and/or the SPV as insured, which policy insures the payment of certain Receivables owing by one or more Obligors.

"Credit Insurance Provider" means each insurance company that provides a Credit Insurance Policy to the SPV.

"Credit Adjustment Spread" means any rate which is specified as such in the Reference Rate Terms.

"Cumulative Sales Over the Loss Horizon" means, as at any Month End Date, the amount equal to the result of the following formula:

(A + B) x (C – D)

where:

A = the Base Currency Equivalent of the aggregate initial Unpaid Balance of the Eligible Receivables that came into existence during the previous "D" number of Monthly Calculation Periods preceding such Month End Date;

B = the Base Currency Equivalent of the aggregate initial Unpaid Balance of the Eligible Receivables that came into existence during the "D+1" previous Monthly Calculation Period preceding such Month End Date;

C = the Loss Horizon; and

D = the Loss Horizon rounded downward to the next whole number.

"Currency" means Dollars, Pounds and Euro or any other currency agreed by each Purchaser, the SPV and the Servicers.

"Customer Information" means, with respect to any Obligor, the Obligor's Contract(s) and any non-public information with respect to such Obligor that has been delivered by any Arrow Party to the Administrative Agent, any Purchaser or any other Secured Party pursuant to, or in connection with, the Transaction Documents or the transactions contemplated thereby, including any information with respect to the goods or services provided by any Arrow Party to such Obligor, the amount of Receivables owing by such Obligor and the contact details of such Obligor.

"Daily Non-Cumulative Compounded RFR Rate" means, in relation to any RFR Banking Day, the percentage rate per annum determined by the Reporting Services Provider in accordance with the methodology set out in Schedule 4 (Daily Non-Cumulative Compounded RFR Rate).

"Daily Term SOFR Determination Date" is defined in Clause 2.5(c) (Rate Definitions) of the Receivables Transfer Agreement.

"Data Protection Law" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (repealing Directive 95/46/EC (General Data Protection Regulation)), including as it forms part of English law pursuant to the EUWA, the German Data Protection Act (Bundesdatenschutzgesetz) or any other applicable Law relating to data protection or privacy.

"Days Sales Outstanding" or "DSO" means, as at any Month End Date, a number of days equal to the product of (a) thirty (30) and (b) the sum of:

"Deemed Collections" means any Collections on any Receivable deemed to have been received by the applicable Agent Servicer pursuant to the Servicing Deed, by any Originator pursuant to any Sale Agreement or by the SPV pursuant to the Receivables Transfer Agreement.

"Default Rate" is defined in Clause 2.5(c) (Rate Definitions) of the Receivables Transfer Agreement.

"Default Ratio" means, as at any Month End Date, the quotient (expressed as a percentage), calculated as:

"Defaulted Receivable" means, without duplication, any Receivable (a) as to which any payment, or part thereof, remains unpaid for ninety-one (91) days or more after the original due date of such Receivable; (b) as to which an Event of Insolvency has occurred with respect to the Obligor thereof; (c) which has been declared or identified by the SPV, any Originator or any Servicer as uncollectible or irrecoverable; (d) in respect of which legal proceedings have been initiated for its recovery; (e) which, consistent with the applicable Originator's Credit and Collection Policy, should be written off as uncollectible; or (f) that is a Delinquent Receivable that (i) has its terms extended, materially amended or otherwise modified pursuant to Clause 6.2(a) (No extension or amendment of Receivables) of the Servicing Deed, Clause 5.2(b) (No extension or amendment of Receivables) of the Receivables Transfer Agreement, Clause 6.3(b) (No extension or amendment of Receivables) of the German Sale Agreement, or Clause 6.3(b) (No extension or amendment of Receivables) of the English Sale Agreement or (ii) is evidenced by a negotiable instrument pursuant to Clause 6.2(f) (Instruments) of the Servicing Deed, Clause 5.2(k) (Negotiable instruments) of the Receivables Transfer Agreement, Clause 6.3(g) (Negotiable instruments) of the German Sale Agreement, or Clause 6.3(g) (Negotiable instruments) of the English Sale Agreement

"Defaulting Purchaser" means any Committed Purchaser that has failed to fund all or any portion of the Investments required to be funded by it hereunder within two (2) Business Days of the date such Investment was required to be funded hereunder unless such Purchaser notifies the Administrative Agent and the SPV in writing that such failure is the result of such Purchaser's determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied. Any determination by the Administrative Agent that a Purchaser is a Defaulting Purchaser, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Purchaser shall be deemed to be a Defaulting Purchaser upon delivery of written notice of such determination to the SPV and each other Purchaser. No Purchaser that is also acting in the capacity as Administrative Agent hereunder or that is an affiliate of the Administrative Agent may be designated as a Defaulting Purchaser.

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Trustee.

"Delinquency Ratio" means, as at any Month End Date, the quotient (expressed as a percentage), calculated as:

"Delinquent Receivable" means any Receivable (a) as to which any payment, or part thereof, remains unpaid for sixty-one (61) days or more after the original due date of such Receivable, and (b) which is not a Defaulted Receivable.

"Designated Office" means, with respect to any Purchaser, the office of such Purchaser specified as its "Designated Office" under its name on Schedule 1 (Purchaser Groups and Commitments) to the Receivables Transfer Agreement or as specified in the Assignment and Assumption Agreement pursuant to which such Purchaser became a party to the Receivables Transfer Agreement or, in either case, such other office of such Purchaser as such Purchaser may specify from time to time to the SPV and the Servicers.

"Dilution" means Contractual Dilution or Non-Contractual Dilution.

"Dilution Horizon Ratio" means, as at any Month End Date, the quotient (expressed as a percentage) calculated as:

provided that the applicable period set forth in clause (a) above may be adjusted annually by the Administrative Agent with the consent of the Specified Purchasers by written notice to the Servicer at least ten (10) Business Days prior to the effectiveness of such adjustment, which adjustment may take into account the dilution testing results from the most recently delivered Accountants' Letter.

"Dilution Ratio" means, as at any Month End Date, the ratio (expressed as a percentage) computed by dividing

"Dilution Reserve Floor" means [*****].

"Dilution Spike" means, as at any Month End Date, the highest of the Non-Contractual Dilution Ratios for the twelve (12) Month End Dates immediately preceding (and including) such Month End Date.

"Discount" has the meaning given to it in the applicable Sale Agreement.

"Dollar", "US$" or "$" means the lawful currency of the United States.

"Dutch Account Pledge Agreement (German Collection Accounts)" means that certain Dutch account security agreement, dated on or around the Closing Date, among the German Originator and the Security Trustee.

"Dutch Account Pledge Agreement (German and English Collection Accounts)" means that certain Dutch account security agreement, dated on or around December 23, 2021, among the German Originator, the English Originator and the Security Trustee.

"Dutch Account Pledge Agreement (SPV Accounts)" means that certain Dutch account security agreement, dated on or around the Closing Date, among the Dutch SPV and the Security Trustee.

"Dutch Receivable" means a Receivable governed by Dutch law that is originated by Arrow Germany in its capacity as Originator and sold to the SPV under the German Sale Agreement.

"Dynamic Loss Reserve Percentage" means, as at any Month End Date, the product (expressed as a percentage) of:

"Early Amortisation Event" has the meaning given to it in Clause 6.1 (Early Amortisation Events) of the Receivables Transfer Agreement.

"EEA Financial Institution" means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) and (b) of this definition and is subject to consolidated supervision with its parent.

"EEA Member Country" means any of the member states of the European Union, Iceland, Liechtenstein and Norway.

"EEA Resolution Authority" means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

"Effective Date" means December 23, 2021.

"Eligible Account Bank" means any depository institution with a short-term unsecured debt rating of at least P-1 from Moody's, F1 from Fitch and at least A-1 from S&P.

"Eligible Investments" means any demand or time deposits or certificates of deposit or bearer securities or commercial paper rated at least A-1 by S&P, F1 from Fitch and P-1 by Moody's which mature prior to the date and time for any payments to be made on the Investments and which are held with or issued by any Person whose short term unsecured and unsubordinated debt obligations are rated at least A-1 by S&P, F1 from Fitch and P-1 by Moody's.

"Eligible Obligor" means, at any time, an Obligor which:

"Eligible Receivable" means, at any time, any Receivable:

in each case, free and clear of any Adverse Claim (other than any Adverse Claim created or permitted pursuant to the Transaction Documents) and in any event ranking ahead of any other security interest and the rights of any other creditor of the SPV or any Arrow Party;

"Eligible Receivables Balance" means, at any time, an amount equal to the Base Currency Equivalent of the aggregate Unpaid Balance of all Eligible Receivables at such time.

"English Agent Servicer" means Arrow UK.

"English Law Documents" means this Agreement, the Receivables Transfer Agreement, the English Receivables Sale Agreement, the English Security Agreement, the English Declaration of Trust (English Collection Accounts), the English Declaration of Trust (German Collection Accounts), the English Declaration of Trust (Unsold Receivables), the Servicing Deed, the Parent Undertaking Agreement, the Subordinated Loan Agreement, the Fee Letters and the Reporting Services Agreement.

"English Declaration of Trust (English Collection Accounts)" means a declaration of trust over the English Accounts of the English Originator, dated on or around the Closing Date, by and among the SPV, the Security Trustee and the English Originator.

"English Declaration of Trust (German Collection Accounts)" means a declaration of trust over the English Accounts of the German Originator, dated on or around the Closing Date, by and among the SPV, the Security Trustee and the German Originator.

"English Declaration of Trust (Unsold Receivables)" means a declaration of trust over the Unsold Receivables of the SPV, dated on or around the Closing Date, by and between the Security Trustee and the SPV.

"English Originator" means Arrow UK.

"English Originator Stop-Purchase Date" has the meaning given to that term in the English Sale Agreement.

"English Receivables" means the Receivables originated by Arrow UK in its capacity as Originator and sold to the SPV under the English Receivables Sale Agreement.

"English Sale Agreement" means that certain English receivables sale agreement, dated on or around the Closing Date, made between the English Originator, as seller, and the SPV, as buyer.

"English Security Agreement" means the security agreement governed by English law, dated on or around the Closing Date, by and among the SPV and the Security Trustee.

"English SPV Servicer" means Arrow UK.

"Equity Interests" of any Person means any and all shares in its issued share capital, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in that Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

"ESMA" means the European Securities and Markets Authority.

"ESR Policy Framework" means a Purchaser Agent’s policy or policies, if any, from time to time establishing processes for identifying, assessing, managing, mitigating and reporting material environmental and social risks.

"EU Bail-In Legislation Schedule" means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

"EU Insolvency Regulation" means Regulation (EU) No 2015/848 of the European Parliament and of the Council of the European Union of 20 May 2015 on insolvency proceedings (recast).

"EU Securitisation Regulation" means Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation, and amending certain other European Union Directives and Regulations, as amended and in effect from time to time.

"EU Securitisation Regulation Rules" means the EU Securitisation Regulation, together with all relevant implementing regulations in relation thereto, all regulatory technical standards, implementing technical standards and delegated regulations in relation thereto or applicable in relation thereto pursuant to any transitional arrangements made pursuant to the EU Securitisation Regulation and, in each case, any relevant guidance or policy statements published in relation thereto by European Banking Authority, the European Securities and Markets Authority and the European Insurance and Occupational Pensions Authority (or in each case, any predecessor or successor or any other applicable regulatory authority) or by the European Commission, in each case as amended and in effect from time to time.

"EU STS Requirements" means the transaction level requirements for an ABCP transaction (as defined in the EU Securitisation Regulation) to be considered STS (as defined in the EU Securitisation Regulation) as set out in Article 24 (Transaction-level requirements) of the EU Securitisation Regulation.

"Euro Investment Interest Reserve Percentage" means, as at any Monthly Calculation Date, the ratio (expressed as a percentage) determined as:

"EURIBOR" is defined in Clause 2.5(c) (Rate Definitions) of the Receivables Transfer Agreement.

"Euro" or "€" means the lawful currency of the Participating Member States.

"Euro Eligible Receivables Balance" means, at any time, an amount in Euro equal to the aggregate Unpaid Balance of all Eligible Receivables denominated in Euro at such time.

"Euro Net Eligible Receivables Balance" means, at any time, an amount in Euro equal to:

"EUWA" means the European Union (Withdrawal) Act 2018, as amended.

"Event of Default" is defined in Clause 6.2 (Events of Default) of the Receivables Transfer Agreement.

"Event of Insolvency" means, with respect to any Person, the occurrence of any of the following:

"Excess Concentration Amount" means, as at any Month End Date, the aggregate Obligor Excess Concentration Amount for all Eligible Obligors.

"Excluded Obligor" means, as of any date of determination, each obligor which (a) is listed on Exhibit B attached hereto, (b) is a Restricted Party or (c) a Purchaser Agent has notified the Seller, the Servicer, the Administrative Agent and each other Purchaser Agent is excluded on the grounds that such obligor (i) is subject to internal sanctions screening by such Purchaser Agent, (ii) does not comply with internal sanctions, "know your customer" or similar requirements of such Purchaser Agent, (iii) is otherwise subject to any Sanction or in breach of any Anti-Corruption Law or (iv) does not comply with such Purchaser Agent’s ESR Policy Framework.

"Excluded Receivable" means, at any time, any Receivable (a) arising from a Contract with a Sanctioned Person, (b) arising from a Contract with an Obligor which is located in a Sanctioned Country, (c) arising from a Contract which is governed by the Laws of a Sanctioned Country, (d) that is otherwise related to a Sanctioned Person or Sanctioned Country, or (e) arising from a Contract the Obligor of which is an Excluded Obligor.

"Excluded Taxes" is defined in Clause 7.3(c) (Taxes) of the Receivables Transfer Agreement.

"Existing Law" means (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act; (b) the third Basel Accord issued by the Basel Committee on Banking Supervision as set out in the publications entitled "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" as updated from time to time (collectively "Basel III") and any further guidance or standards published by the Basel Committee relating to Basel III, (c) any rules, regulations, guidance, interpretations, directives or requests from any Official Body relating to, or implementing the Dodd-Frank Wall Street Reform and Consumer Protection Act or Basel III (whether or not having the force of law), or (d) the Securitisation Regulation Rules.

"Expected Dilution Percentage" means, as at any Month End Date, the average of the Non-Contractual Dilution Ratio for the twelve (12) Month End Dates immediately preceding (and including) such Month End Date.

"Expense Reserve Purchaser Fee Component" means, as at any Monthly Calculation Date, the fraction (expressed as a percentage) determined as:

(B)           the product of (x) the Conduit Purchaser Fee, multiplied by (y) the Purchaser Group Limit for the BNP Purchaser Group, plus

(C)           the product of (x) the Conduit Purchaser Fee, multiplied by (y) the Purchaser Group Limit for the ING Purchaser Group, multiplied by

"Expense Reserve 3rd Party Fee Component" means, as at any Monthly Calculation Date, the sum (expressed as a percentage) determined as:

"Expense Reserve Percentage" means, as at any Monthly Calculation Date, the sum (expressed as a percentage) of:

"FATCA" means: (a) sections 1471 to 1474 of the United States Internal Revenue Code of 1986 as in effect on the date hereof (or any amended or successor version that is substantially comparable and not materially more onerous to comply with) or any associated regulations; (b) any Law of any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of any Law referred to in paragraph (a) above; or (c) any agreement pursuant to the implementation of any Law referred to in paragraphs (a) or (b) above with the United States Internal Revenue Service, the United States government or any governmental or taxation authority in any other jurisdiction.

"FATCA Deduction" means a deduction or withholding from a payment under a Transaction Document required by FATCA.

"FATCA Exempt Party" means a Person that is entitled to receive payments free from any FATCA deduction.

"Facility Limit" means €600,000,000.

"FCA" means the Financial Conduct Authority.

"Fee Letters" means the Administrative Agent Fee Letters and the Purchaser Fee Letters, collectively, with respect to certain fees to be paid by the SPV and the Arrow Parties in connection with the transactions contemplated by the Transaction Documents.

"Final Payout Date" means the date, after the Termination Date, on which the Aggregate Invested Amounts have been reduced to zero (0), all accrued Agent Servicing Fees and Backup Servicing Fees (if any) have been paid in full, and all other Aggregate Unpaids have been paid in full in cash.

"Fitch" means Fitch Ratings, Inc. or any successor thereto which is an internationally recognised statistical rating organisation.

"Foundation Management Agreement" means that certain foundation management agreement, dated as of the Closing Date, by and among the Stichting Arrow EMEA Funding Corp, the Corporate Services Provider and the Administrative Agent.

"GAAP" means, with respect to (i) any Arrow Party, United States generally accepted accounting principles (in effect from time to time and applicable to such Arrow Party) or, if applicable in the context, generally accepted accounting principles in effect and applicable to such Arrow Party by Law, and (ii) any other Person, generally accepted accounting principles applicable to such Person (including generally accepted accounting principles applicable to such Person by Law) or the consolidated group of which such Person is a member.

"GBP Eligible Receivables Balance" means, at any time, an amount in GBP equal to the aggregate Unpaid Balance of all Eligible Receivables denominated in GBP at such time.

"GBP Investment Interest Reserve Percentage" means, as at any Monthly Calculation Date, the ratio (expressed as a percentage) determined as:

(x)            the Base Currency Equivalent of the GBP Net Eligible Receivables Balance as at the Month End Date immediately preceding such Monthly Calculation Date, divided by

(y)            the Net Eligible Receivables Balance as at the Month End Date immediately preceding such Monthly Calculation Date, multiplied by

"GBP Net Eligible Receivables Balance" means, at any time, an amount in GBP equal to:

"GDPR" means (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

"German Account Pledge Agreement" means that certain German Account Pledge Agreement, dated on or around the Closing Date, among the German Originator and the Security Trustee.

"German Agent Servicer" means Arrow Germany.

"German Originator" means Arrow Germany.

"German Originator Stop-Purchase Date" has the meaning given to that term in the German Sale Agreement.

"German Receivables" means the Receivables originated by Arrow Germany in its capacity as Originator and sold to the SPV under the German Sale Agreement.

"German SPV Servicer" means Arrow Germany.

"German Sale Agreement" means that certain German receivables sale agreement, dated on or around the Closing Date, made between the German Originator, as seller, and the SPV, as buyer.

"German Security Agreement" means any agreement pursuant to which a security is created under German law pursuant to any of the Transaction Documents.

"Guarantee" means, as to any Person (the "guaranteeing person"), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the "primary obligations") of any other third Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith.

"ICE TERM SONIA" means the ICE Term SONIA reference rate administered and published by ICE Benchmark Administration Limited, or any other person which takes over the administration of such rate, published on the ICE Term Risk Free Rates portal at or around 11:55 am (London time).

"Indebtedness" means, without duplication, with respect to any Person, such Person's (a) obligations for borrowed money, (b) obligations representing the deferred purchase price of assets other than accounts payable arising in the ordinary course of such Person's business on terms customary in the trade, (c) obligations, whether or not assumed, secured by security interests or payable out of the proceeds or products of assets now or hereafter owned or acquired by such Person, (d) obligations which are evidenced by notes, acceptances (including bankers acceptances), or other instruments, (e) Capitalised Lease obligations, (f) obligations for which such Person is obligated pursuant to a Guarantee, (g) reimbursement obligations, contingent or otherwise, with respect to any letters of credit, (h) the excess of all unrealised losses over all unrealised profits of the Person in question arising from hedge agreements and (i) any other liabilities which would be treated as indebtedness in accordance with GAAP.

"Indemnified Amounts" is defined in Clause 7.1 (Indemnities by the SPV) of the Receivables Transfer Agreement.

"Indemnified Parties" is defined in Clause 7.1 (Indemnities by the SPV) of the Receivables Transfer Agreement.

"Initial Effective Date" means, in respect of any Person who becomes an Originator after the Closing Date, the "Effective Date" or similar term as specified in the applicable Sale Agreement on and after which such Originator is eligible to sell receivables to the SPV as buyer.

"Initial Investment Date" means the date on which the initial Investment is made under the Receivables Transfer Agreement.

"Insolvency Law" means any Law, administration, or regulation relating to reorganisation, winding up, administration, examinership, composition or adjustment of debts or otherwise relating to bankruptcy or insolvency.

"Invested Amounts" means the aggregate outstanding principal balance of Investments, as reduced from time to time by amounts paid to the applicable Purchaser(s) holding such Investments pursuant to Clause 2.4 (Repayment of Investments and Yield) of the Receivables Transfer Agreement, as applicable; provided that if such Invested Amount shall have been reduced by any payment and thereafter all or a portion of such payment is rescinded or must be returned for any reason, such Invested Amount shall be increased by the amount of such rescinded or returned payment, as though it had not been received by such Purchaser(s).

"Investment" is defined in Clause 2.2(a) (Investments; Purchase Price) of the Receivables Transfer Agreement.

"Investment Company Act" means the Investment Company Act of 1940.

"Investment Date" has the meaning specified in Clause 2.3(a) (Notice of Investment Request) of the Receivables Transfer Agreement.

"Investment Request" means each request substantially in the form of Exhibit B (Form of Investment Request) to the Receivables Transfer Agreement which may be attached to any Monthly Servicer Report.

"Irish Declaration of Trust" means that certain declaration of trust, dated on or around the Closing Date, among Arrow UK, the SPV and the Security Trustee.

"Irish Security Agreement" means the security agreement governed by Irish law, dated on or around the Closing Date, by and between the SPV and the Security Trustee.

"Italian Account Pledge Agreement" means that certain deed of pledge over balance on bank account of the German Originator, dated on or around the Second Amendment Effective Date, among the German Originator and the Security Trustee (also in its capacity as mandatario con rappresentanza pursuant to and for the purposes of Italian law).

"Law" means any law (including common law), constitution, statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree, judgment or award of any Official Body or any fiscal, monetary or other authority having jurisdiction over or the ability (either directly or indirectly) to otherwise control, regulate or bind any Person or its property or assets.

"Level I Rating Event" means, on any date of determination, Arrow has a Public Debt Rating from at least two Rating Agencies of (i) "BB+" or below from S&P, (ii) "BB+" or below from Fitch and/or (iii) "Ba1" or below from Moody's, in each case, as of such date of determination (it being understood that the existence of a Level II Rating Event shall also constitute a Level I Rating Event).

"Level II Rating Event" means, on any date of determination, Arrow (a) has a Public Debt Rating from at least two Rating Agencies of (i) "BB" or below from S&P, (ii) "BB" or below from Fitch and/or (iii) "Ba2" or below from Moody's, in each case, as of such date of determination, or (b) has no Public Debt Rating.

"Liabilities" means any loss, damage, fees, cost, charge, claim, demand, expense, indemnities, judgment, action, proceeding or other liability whatsoever (including, without limitation, in respect of taxes, duties, levies, imposts and other charges) and including any value added tax or similar tax charged or chargeable in respect thereof and legal fees and expenses on a full indemnity basis.

"Loss Horizon" means, as at any Month End Date, the number equal to the result of the following formula:

A + B

where:

A is the weighted average payment terms calculated over all Eligible Receivables outstanding as at such Month End Date, expressed in months (i.e. calculated in days and divided by 30); provided that such weighted average shall be calculated on the basis of the Base Currency Equivalent of such Eligible Receivables; and

B is equal to 3.

"Loss Horizon Ratio" means, as at any Month End Date, the quotient (expressed as a percentage) determined as:

"Loss Reserve Floor" means [*****].

"Loss Reserve Percentage" means, as at any Month End Date, the maximum between:

"Majority Purchasers" means, at any time, (x) there are less than three Purchaser Groups, the Administrative Agent and the Purchaser Agents for those Purchaser Groups which hold Commitments aggregating 100% of the Facility Limit as of such time, and (y) there are three or more Purchaser Groups, the Administrative Agent and the Purchaser Agents for those Purchaser Groups which hold Commitments aggregating in excess of a percentage of the Facility Limit as agreed at such time by the Administrative Agent, each Purchaser Agent and the Parent (or, in the case of clauses (x) and (y), if the Commitments shall have been terminated, one or more Purchaser Agents for those Purchaser Groups whose aggregate pro rata shares of the Aggregate Invested Amounts are equal to 100%, in the case of clause (x), or exceed a percentage of the Aggregate Invested Amounts as agreed at such time by the Administrative Agent, each Purchaser Agent and the Parent, in the case of clause (y)). The Commitments and Invested Amounts of any Defaulting Purchaser shall be disregarded from both the numerator and the denominator in determining the Majority Purchasers at any time.

"Material Adverse Effect" means any event or condition which could have material adverse effect on (a) the collectability of the Receivables, (b) the business, operations, property, prospects or condition (financial or otherwise) of the SPV, (c) the ability of the SPV or any Arrow Party to perform its respective obligations under the Transaction Documents to which it is a party, (d) the legality, validity or enforceability of any Transaction Document or any part thereof or the rights or remedies of the Administrative Agent, the Purchasers or the Security Trustee thereunder, or (e) the SPV's, the Administrative Agent's, the Security Trustee's or any Purchaser's interest in the Receivable and the Related Rights.