Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in [Section 14.1(B)]), all notices, requests and other communications to any party hereunder shall be in writing (including electronic transmission, facsimile transmission or similar writing) and shall be given to such party as follows:

Allocations Generally. Except as provided in [Section 4.5(b)] below, for U.S. federal, state and local income Tax purposes, each item of income, gain, loss or deduction shall be allocated among the Unitholders in the same manner and in the same proportion that the corresponding book items have been allocated among the Unitholders’ respective Capital Accounts; provided that, if any such allocation is not permitted by the Code or other applicable law, then each subsequent item of income, gains, losses, deductions and credits will be allocated among the Unitholders so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

Payments Generally. For purposes of making payments hereunder, but not for purposes of calculating Interest Periods, if the day on which such payment is due is not a Business Day, then amounts due on such date shall be due on the immediately preceding Business Day. All amounts due pursuant to this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense (other than the defense of prior payment) or any other deduction whatsoever.

Termination Generally. If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to his authorized representative or estate) # any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(e) of this Agreement) and unused vacation that accrued through the Date of Termination on or before the time required by law but in no event more than 30 days after the Executive’s Date of Termination; and # any vested benefits the Executive may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Benefit”).

Rates Generally. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to # administration, construction, calculation, publication, continuation, discontinuation, movement, or regulation of, or any other matter related to, the Alternate Base Rate, the Benchmark, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), any component definition thereof or rates referred to in the definition thereof, including whether any Benchmark is similar to, or will produce the same value or economic equivalence of, any other 885707.04-LACSR02A - MSW

Interest Generally. Interest shall accrue on the outstanding principal amount of this Note at a rate equal to 9% per annum, based upon a 360-day year, payable monthly at the end of each calendar month in arrears, in cash; provided, however, the Company may elect to pay such interest in the form of PIK Interest up to and including March 31, 2019, after which date all interest due hereunder shall be paid solely in cash. Interest accruing hereunder, including PIK Interest, shall compound monthly commencing on the date of this Note and be payable at such time as all Outstanding Balance owed under this Note shall be fully repaid, but unless earlier paid in accordance with the terms of this Note, shall be paid on the Maturity Date.

Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise # any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified, # any reference herein to any Person shall be construed to include such Person’s successors and assigns, and as to any Borrower, any Guarantor or any other Grantor shall be deemed to include a receiver, trustee or debtor-in-possession on behalf

Vesting Generally. Subject to the provisions of [Sections 2 through 6] of this Agreement, twenty-five percent (25%) of the Options will vest and become exercisable on each of the first four anniversaries of the Grant Date, but only if Grantee remains employed by Arrow (or one of its Subsidiaries or Affiliates) on the applicable anniversary. Upon your exercise, each vested Option shall be settled by delivery of one Share. Any fractional Options shall be rounded to the nearest whole number.

Vesting Generally. Subject to the following provisions of

Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in [Section 12.11(b)]), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as set forth on [Schedule 12.11]. Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided in [Section 12.11(b)] shall be effective as provided in [Section 12.11(b)].