Amendment to First Tier Agreement. The SPV shall not amend, modify, or supplement the First Tier Agreement or waive any provision thereof or permit an amendment, modification or supplementing of the Originator Sale Agreements (to the extent of the SPV’s rights under the First Tier Agreement with respect thereto), in each case except with the prior written consent of the Administrative Agent acting at the direction of the Majority Investors; nor shall the SPV take, or permit Arrow to take (to the extent of the SPV’s rights under the First Tier Agreement), any other action under the First Tier Agreement or the Originator Sale Agreements that could have a Material Adverse Effect on the Administrative Agent, any [[Organization B:Organization]] or any Investor or which is inconsistent with the terms of this Agreement.

Transfers Under First Tier Agreement. In the case of the SPV, each Receivable has been purchased by it from Arrow pursuant to, and in accordance with, the terms of the First Tier Agreement. In the case of Arrow, each Receivable has either been originated by Arrow or purchased by Arrow from an Originator pursuant to, and in accordance with, the terms of the applicable Originator Sale Agreement.

Simultaneously with the execution of this Agreement, the Parties have executed a Second Amendment Agreement effective November 18, 2022 (the “Second Amendment Agreement”, and together with the ​ Secured Notes, the ​ Warrants, the Purchase Agreement, the Security Agreement, the Reload Offer Letters, the Accommodation Agreement, the First Amendment Agreement, the Transaction Documents (as defined in the Purchase Agreement), and the ​ Unsecured Notes, collectively, the “Documents”), pursuant to which the Maturity Date (under and as defined in the ​ Secured Notes) was reset to September 29, 2023.

First Lien Forbearance Agreement Amendment. The ​, Issuer and the other Credit Parties shall have executed and delivered an amendment to that certain Forbearance Agreement to First Lien Indenture, dated as of January 30, 2015 and amended as of March 2, 2015, March 16, 2015 and April 30, 2015, pursuant to which the ​ shall have agreed to extend the Forbearance Period to up to and including June 5, 2015 on the terms and conditions set forth therein.

Second Tier Purchase Agreement. The Second Tier Purchase Agreement is the only agreement pursuant to which the Borrower purchased the Receivables and the related Contracts.

First Amendment Fee. A fully earned and non-refundable amendment fee in the amount of Twenty Five Thousand Dollars ($25,000.00) which shall become due and payable upon the earlier of: # the Maturity Date, # the acceleration of any Term Loan, or # the prepayment of a Term Loan pursuant to [Section 2.2(c) or (d)])].

#Exhibit A: Amended and Restated Senior Note

the SPV shall cease making purchases under the First Tier Agreement or the First Tier Agreement shall be terminated for any reason; or

“First Tier Master Purchase Agreement” means that certain First Tier Master Purchase Agreement, dated as of the Closing Date, by and among the Originators, as the sellers, and ​, as the purchaser.

SECTION # ​ Canada. Notwithstanding any other provision of this Agreement, the First Tier Agreement and the Originator Sale Agreement between ​ Canada and Arrow: