Deposit and Collection Procedures. Each Grantor will execute all documents and agreements, and take all actions as are reasonably necessary to ensure that # all Proceeds of Accounts or other Collateral remitted to or otherwise received by it are deposited, promptly upon its receipt thereof, directly into a Deposit Account maintained by or for the benefit of such Grantor, and # to the extent requested by the Administrative Agent, the applicable Grantor executes and delivers to the Administrative Agent on the Closing Date (or such later date as determined by the Administrative Agent in writing in its sole discretion) a duly completed and executed control agreement, sufficient to perfect the Administrative Agent’s security interest under the Uniform Commercial Code and otherwise in form and substance reasonably satisfactory to the Administrative Agent, covering each Deposit Account constituting a Material Account. Each Grantor will execute all documents and agreements, and take all actions as are reasonably necessary to ensure that # the applicable Grantor promptly (and no later than the Borrower’s next submission of a Compliance Certificate) furnishes to the Administrative Agent written notice of any Deposit Account constituting a Material Account, together with an amended [Annex H] reflecting the same, and # to the extent requested by the Administrative Agent, the applicable Grantor executes and delivers to the Administrative Agent a duly completed and executed control agreement, sufficient to perfect the Administrative Agent’s security interest under the Uniform Commercial Code and otherwise in form and substance reasonably satisfactory to the Administrative Agent, covering each such Material Account within thirty (30) days (or such later date as determined by the Administrative Agent in writing in its sole discretion) of becoming a Material Account. Each Grantor will provide each bank or depository institution at which any Deposit Account subject to a control agreement is maintained from time to time with such transfer instructions and other information as such bank or depository institution may reasonably require in order to permit such Grantor to comply with the provisions of this [Section 4.14]. All costs and expenses incurred in connection with the establishment and maintenance of such Deposit Accounts and the control agreements and the transfers of funds therefrom and thereto as described in this [Section 4.14] shall be for the account of the Grantors. So long as no Event of Default shall have occurred and be continuing and the Administrative Agent shall not have delivered notice to the contrary to the applicable bank or depository institution, Grantors shall have the right to collect, withdraw and direct the disposition of funds on deposit in the Deposit Accounts covered by the control agreements in a manner not in violation of the provisions of this Agreement, such control agreements or any of the other Loan Documents; provided, however, that upon the occurrence and during the continuance of an Event of Default and after notice from the Administrative Agent to the applicable banks or depository institutions, the Administrative Agent shall have exclusive dominion and control over all such Deposit Accounts, with the powers and rights granted herein and in the applicable control agreement with respect thereto, and no Grantor shall have any right to collect, withdraw or direct the disposition of funds on deposit in such Deposit Accounts or to take any action to effect the same.

“Collection Policy” means the policies and procedures of the Servicer provided to the Company and described on [Schedule B], as such policies and procedures may be updated by the Servicer and agreed to by the Company from time to time.

“Defaulted Receivable” means, any Receivable # with respect to which a Scheduled Payment thereon remains unpaid for 180 days or more after the related due date for such payment (or such longer period as permitted in accordance with the Collection Policy) or # which has been charged-off in full or in part or is deemed uncollectible by the Servicer (as reflected in the records of the Servicer), in each case, in accordance with the Collection Policy. For purposes of computing the Eligible Receivables Principal Balance, the Principal Balance of any Receivable that becomes a “Defaulted Receivable” will be deemed to be zero as of the date it becomes a “Defaulted Receivable”.

the SPV, Arrow, any Originator or the Master Servicer shall default in the performance of any payment or undertaking (other than those covered by [clause (a) above]) # to be performed or observed under [Sections 6.1(a)(vi)] (notice of termination), 6.1(a)(vii) (notice of changes to credit and collection policy), 6.1(b)(i) (conduct of business, ownership), 6.1(f) (compliance with receivables and credit and collection policy), 6.1(g) (notice of Administrative Agent’s interest), 6.1(h) (obligor payments), 6.1(i) (handling collections), 6.1(k) (sale treatment), 6.1(l) (nonconsolidation), 6.1(q) (financial covenant), 6.2(a) (no sales or liens), 6.2(c) (no change in business or policy), 6.2(d) (no subsidiaries, mergers), 6.2(e) (no change in obligor payments), 6.2(f) (no change in handling collections), 6.2(g) (no name change), 6.2(h) (no amendment), 6.2(i) (no debt), 6.2(j) (payment to originator) (any of the preceding parenthetical phrases in this [clause (i)] are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof) or # to be performed or observed under any other provision of this Agreement or any provision of any other Transaction Document to which it is a party and such default in the case of this [clause (ii)] shall continue for twenty (20) days; or

SECTION # Credit Policy

Any payment by an Obligor in respect of any indebtedness owed by it to an Originator shall, except as otherwise specified by such Obligor, required by contract or law or clearly indicated by facts or circumstances (including by way of example an equivalence of a payment and the amount of a particular invoice) after due investigation in accordance with such Originator’s Credit and Collection Policy, and unless otherwise instructed by the Administrative Agent, upon the occurrence of a Termination Date, be applied as a Collection of any Receivable of such Obligor (starting with the oldest such Receivable) to the extent of any amounts then due and payable thereunder before being applied to any other receivable or other indebtedness of such Obligor.

Standard of Care. The Servicer shall take or cause to be taken all such action as may be necessary or advisable to collect each Receivable from time to time, all in accordance with Applicable Law, with reasonable care and diligence and in accordance with the Collection Policy.

the collection of such Credit Card Receivables are not, in Administrative Agent’s good faith discretion, believed to be doubtful, including by reason of the financial condition of the Credit Card Issuer or Credit Card Processor related thereto;

R&W Insurance Policy . The Purchaser has provided to the Seller a correct and complete copy of the representations and warranties insurance policy, bound as of the date of this Agreement, between ​ (collectively the “Insurer(s)”), and any applicable excess representations and warranties insurance policies obtained in connection therewith (collectively, the “R&W Insurance Policy”). The R&W Insurance Policy has not been materially amended or modified, no such material amendment or modification is contemplated, and the commitments contained in the R&W Insurance Policy have not been withdrawn or rescinded in any respect. There are no side letters or other arrangements related to the insuring of the transactions contemplated hereby other

Restrictions on Collection and Enforcement. Each Pari Passu Creditor agrees that it shall not commence or join in any action against any Obligor relating to the collection or enforcement of the Pari Passu Debt (including any remedies with respect to Collateral), except # if requested by Aegis in its capacity as Agent under [[Section 4(b) or (y)])]] in accordance with [Section 4(f)] upon the appointment of a Successor Agent; provided, notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall be construed to prevent or impair the rights of any Pari Passu Creditor to enforce this Agreement, including without limitation the provisions of this Agreement relating to the relative rights of the Pari Passu Creditors to the allocation of payments and recoveries payable on account of the Pari Passu Debt (including from the Collateral and the proceeds thereof).