Allocation of Risk. The provisions of this [Section 8] allocate risks under this OEM Agreement between ​ and Kx. Kx’s pricing reflects this allocation of risks and limitation of liability.

Allocation At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a schedule (the “Allocation Schedule”) allocating the Purchase Price among the assets sold by Seller (the “Allocation”) The Allocation Schedule shall be prepared in accordance with Section 1060 of the Internal Revenue Code (“Code”) The Allocation Schedule shall be deemed final unless Buyer notifies Seller in writing that Buyer objects to one or more items reflected in the Allocation Schedule within thirty (30) days after delivery of the Allocation Schedule to Buyer In the event of any such objection, Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, however, that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within sixty (60) days after the delivery of the Allocation Schedule to Buyer, such dispute shall be resolved by the parties The fees and expenses of such accounting firm shall be borne equally by Seller, on the one hand, and Buyer, on the other Seller and Buyer each agree to file and cause to be filed all of their respective IRS Forms 8594 and all federal, state and local Tax Returns in accordance with the Allocation Schedule

Allocation. The Tax Incidents shall be allocated as follows:

Allocation. In the event a claim is based partially on an indemnified claim and partially on a non-indemnified claim or based partially on a claim indemnified by one Party and partially on a claim indemnified by the other Party, any payments in connection with such claims are to be apportioned between the Parties in accordance with the degree of cause attributable to each Party,

Investment Risk. The Lender recognizes that the investment in the Shares in connection with the Exchange involves a high degree of risk. Such risks include, but are not limited to, the risks associated with the business of the Company, as more particularly set forth in the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings (“Company SEC Filings”) with the U.S. Securities and Exchange Commission (“SEC”) which have been made available to the Lender.

Underwriting Risk. No Seller Party owns, or has any investment or interest in, any captive insurance company or insurance carrier or underwriter. No Seller Party is a party to any agreements, arrangements or understandings which would require such Seller Party to assume any underwriting risk.

Risk Retention. On each Investment Date, Arrow owns a material net economic interest in the Receivables of not less than 5% of the Unpaid Balance of the Receivables in accordance with [Article 405] of CRR.

Risk Retention. On any date on or prior to the Commitment Termination Date on which the Net Investment is greater than zero # Arrow, in its capacity as an “originator” under the CRR shall own the equity interests in the SPV; # Arrow shall own a material net economic interest in the Receivables of not less than 5% of the aggregate Unpaid Balance of the Receivables in accordance with Articles 404-410 of the Capital Requirements Regulation No. 575/2013 of the European Parliament and of the Council of ​ and any related guidelines and regulatory technical standards or implementing technical standards published by the European Banking Authority and adopted by the European Commission (as amended, “CRR”); # Arrow shall not enter into any credit risk mitigation, short positions or any other hedges with respect to the equity interests or the Affected Assets, except to the extent permitted under [Article 405] of the CRR; # in each Master Servicer Report, Arrow shall represent # that it continues to own such material net economic interest in accordance with CRR and # that no credit risk mitigation, short positions or any other hedges with respect to such material net economic interest have been entered into, except to the extent permitted under [Article 405] of the CRR; and # Arrow shall provide to any Investor which is subject to CRR all information which such Investor would reasonably require in order for such Investor to comply with its obligations under [Article 405] of the CRR.

Used for the allocation of costs associated with risk management.

Used for the allocation of costs associated with the operation and maintenance of the Risk Information System.