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.

The Seller will # act as a “sponsor” (as defined in §244.2 of the Risk Retention Rule) and # cause the HRR Certificates to be retained by a “third-party ​” (or any “majority-owned affiliate” thereof (as defined in the Risk Retention Rule)) in accordance with §244.7(b) of the Risk Retention Rule, and # retain (or cause a “majority-owned affiliate” (as defined in the Risk Retention Rule) of the Seller or an “originator” (as defined in the Risk Retention Rule) to retain) the RR Interests in accordance with the Risk Retention Rule. The Seller agrees that it shall comply and shall cause any “majority-owned affiliate” (as defined in the Risk Retention Rule) of the Seller to comply with the Risk Retention Rule.

Retention. As of the date hereof, the Company hereby retains and HFG hereby agrees to be retained as the Company’s advisor during the term of this Agreement. The Company acknowledges that HFG shall have the right, at its own expense, to engage third parties to assist it in its efforts to satisfy its obligations hereunder. Except as otherwise provided for herein, HFG shall not be responsible for any costs of services of any other third parties (including but not limited to legal counsel or other financial advisors) retained directly by the Company, its management and/or shareholders. In its capacity as an advisor to the Company, HFG is hereby agrees to:

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.

Retention Bonus. The Company agrees to pay Employee the retention bonuses as provided in this [Section 1].

Neither the award of Restricted Stock Units, nor any other action taken with respect to the Restricted Stock Units, shall confer upon the Grantee any right to continue in the employ or service of the Company or an Affiliate or shall interfere in any way with the right of the Company or an Affiliate to terminate Grantee’s employment or service at any time.

Retention Payment. Subject to the terms and conditions of this Agreement, if Employee remains actively employed by the Company (or other Company Affiliate determined by the Company) until the one-year anniversary of the Effective Date, or such earlier date that the Company terminates Employee’s employment other than for misconduct or non-performance (the “Retention Period”), then Employee will be eligible to receive a retention payment in the amount of ​ (the “Retention Payment”).

Sample Retention. During the Manufacture of Product, WuXi ATU will, in accordance with the Graphite Process Batch Records, take samples of Product in quantities as specified in the Graphite Process Batch Records for sample retention and Product testing purposes. Samples retains will be kept by WuXi ATU in accordance with the Quality Agreement. If Graphite requires a longer storage retention period, and WuXi ATU is willing to provide such storage, the terms shall be addressed in a separate Work Order. At the end of the retention period or upon Graphite's written request, at Graphite's reasonable expense, WuXi ATU will ship such retained samples to Graphite. In the event Graphite elects not to take possession of such sample retains, WuXi ATU will dispose of the sample retains in accordance with its SOPs.

Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage Participant’s participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws. This period may extend beyond Participant’s period of service with the Employer. When the Company or the Employer no longer need Data for any of the above purposes, they will cease processing it in this context and remove it from all of their systems used for such purposes to the fullest extent practicable.