A Client Company will be [[Entergy Services:Organization]] or an associate company. All such companies will be served at cost as provided in Section III and Exhibit II.

Client-to-Client Funding. If [[Organization B:Organization]] submits a Request to [[Organization C:Organization]] for [[Organization C:Organization]] to purchase a Participation Interest in a Mortgage Loan from [[Organization B:Organization]] hereunder to pay off a Mortgage Loan in which [[Organization C:Organization]] already holds an ownership interest pursuant to a separate agreement with a different mortgage company (each, a “Client-to-Client Funding”), then [[Organization B:Organization]]: # shall provide any and all documents and information [[Organization C:Organization]] requests regarding or related to such Participation Interest representing the Client-to- Client Funding; and # acknowledges and agrees that, without limiting any other provision in this Article 2 relating to the purchase of such Participation Interest, any such Client-to-Client Funding shall be conditioned upon the timely satisfaction of all other conditions [[Organization C:Organization]] may in its sole and absolute discretion determine to be necessary or appropriate, including the consent of the original mortgage company to the Client-to-Client Funding and [[Organization C:Organization]]’s agreement to the application of the funds advanced under the Client-to-Client Funding.

Related Companies. The term "Related Company" means any company during any period in which it is a "parent company" (as that term is defined in Code section 424(e)) with respect to the Company, or a "subsidiary corporation" (as that term is defined in Code section 424(f)) with respect to the Company.

Attorney-Client Privilege. Neither Party is waiving, nor will be deemed to have waived or diminished, any of its attorney work product protections, attorney-client privileges or similar protections and privileges recognized under Applicable Law of any jurisdiction as a result of disclosing information pursuant to this Agreement, or any of its Confidential Information (including Confidential Information related to pending or threatened litigation) to the Receiving Party, regardless of whether the Disclosing Party has asserted, or is or may be entitled to assert, such privileges and protections. The Parties may become joint defendants in proceedings to which the information covered by such protections and privileges relates and may determine that they share a common legal interest in disclosure between them that is subject to such privileges and protections, and in such event, may enter into a joint defense agreement setting forth, among other things, the foregoing principles but are not obligated to do so.

In addition to any other indemnification by CLIENT set forth elsewhere in this Agreement, including Section 23 below, Client shall indemnify, defend and hold OHL harmless from any damages, liabilities, losses, costs or expenses arising out of or in connection with any third party claim resulting from Client’s breach of this Agreement or any willful misconduct or negligent acts and omissions of OHL in receipt of the Services hereunder, including: # any claims, enforcement actions, fines, costs, or recalls or retrievals of Customer Inventory, except to the extent arising from an OHL breach of this Agreement or the negligence, recklessness, willful misconduct or wrongful acts or omissions of OHL or its agents, employees, and subcontractors (e.g., a recall arising from OHL’s exposure of the Inventory to a dangerous chemical), # any and all product liability relating to Customer Inventory, except to the extent arising from an OHL breach of this Agreement or the negligence, recklessness, willful misconduct or wrongful acts or omissions of OHL or its agents, employees, and subcontractors (e.g., a bodily injury claim relating to the Inventory arising from OHL’s exposure of the Inventory to a dangerous chemical), # negligence or willful misconduct of Client or its employees, agents, subcontractors or invitees, # violations of any federal, provincial, state or local law, statute, regulation, rule, ordinance, order, or government directive by Customer or # any claim that the Client Equipment infringes any intellectual property right.

Hovnanian Companies, LLC. (referred to throughout this Agreement as "Employer" or "Hovnanian"), and ​ (referred to throughout this Agreement as "Employee"), agree that:

10.15Provision Respecting Legal Representation. Notwithstanding that Morgan Lewis has acted as legal counsel to the Acquired Companies prior to the Closing in connection with this Agreement and the transactions contemplated by this Agreement (the “Pre-Closing Engagement”), and recognizing that Morgan Lewis intends to act as legal counsel to Sellers and their respective Affiliates after the Closing, Purchaser hereby waives, on its own behalf, and agrees to cause its Affiliates (including the Acquired Companies after the Closing) to waive, any conflicts that may arise in connection with Morgan Lewis representing Sellers or any of their respective Affiliates after the Closing, as such representation may conflict with the Pre-Closing Engagement. In addition, all communications relating to the Pre-Closing Engagement and involving attorney-client confidences between Sellers, their respective Affiliates or the Acquired Companies and Morgan Lewis shall be deemed to be attorney-client confidences that belong solely to Sellers and their respective Affiliates (and not the Acquired Companies). Accordingly, the Acquired Companies shall not, without the Sellers’ consent, have access to the files of Morgan Lewis relating to the Pre-Closing Engagement. Without limiting the generality of the foregoing, upon and after the Closing, # Sellers and their respective Affiliates (and not the Acquired Companies) shall be the sole holders of the attorney-client privilege with respect to the Pre-Closing Engagement, and none of the Acquired Companies shall be a holder thereof, # to the extent that files of Morgan Lewis in respect of the Pre-Closing Engagement constitute property of the client, only Sellers and their respective Affiliates (and not the Acquired Companies) shall hold such property rights and # Morgan Lewis have no duty whatsoever to reveal or disclose any such attorney-client communications or files to any of the Acquired Companies by reason of any attorney-client relationship between Morgan Lewis and the Acquired Companies or otherwise.

Note: Each allocation formula will be based on data relevant to participating Client Companies to whom the services are provided.

The Borrower ceases to own (directly or indirectly) 100% of the shares in any Distribution Company.

Client Payment of Enforcement Expenses. Client agrees to pay when due all expenses reasonably incurred in connection with the enforcement of the Patent Rights (“Enforcement Expenses”). Enforcement Expenses include travel expenses, long distance calls, investigation fees, consultant fees, expert and witness fees, the preparation of infringement contentionsbythirdpartyconsultants,reviewofsourcecodeorothercomputercodeproducedby any party, electronic imaging, review, processing and hosting of documents (including providing document search capabilities), charts, photographs, deposition fees and costs, court costs, photocopying and other document reproduction costs, postage charges, fax charges, on-line computerresearch,andotherexpensesreasonablyincurredinconnectionwiththeenforcementof the Patents or other Patent Rights. If Client fails to reimburse BJC for any invoiced Enforcement Expenses within 30 days from the date of the invoice, interest shall accrue on any unpaid Enforcement Expenses at the rate of 10% per annum. If the average balance of the amount of invoiced unreimbursed Enforcement Expenses exceeds $50,000 for more than 60 days, then each of the percentages set forth in Paragraph 6(a) shall be increased by threepercent.