Client Privacy Law Compliance. Each EnTrust Entity has complied with all applicable Laws regarding the privacy of Clients and other Persons in all material respects and has established policies and procedures in this regard reasonably designed to ensure compliance with applicable Law.

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.

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.

Privacy. The Company is, and has at all times been, in material compliance with # all applicable Laws regarding the protection, storage, use and disclosure of Personal Data, # the privacy policies and other Contracts (or portions thereof) in effect between the Company and users of the Company Products, and # Contracts (or portions thereof) between the Company and vendors, marketing affiliates, and other business partners, in each case in clauses (ii) and (iii), that are applicable to the use and disclosure of Personal Data (such policies and Contracts being hereinafter referred to as “Privacy Agreements”). The Company has confidentiality agreements in place with all vendors or other Persons whose relationship with the Company involves the collection, use, disclosure, storage, or processing of Personal Data on behalf of the Company, which agreements require such Persons to protect such Personal Data in a manner consistent with the Company’s obligations in the Privacy Agreements. No Person has made any illegal or unauthorized use of Personal Data that was collected by or on behalf of the Company and is in the possession or control of the Company.

Compliance with Data Privacy Laws. The Company and its subsidiaries are in material compliance with all applicable state and federal data privacy and security laws and regulations, including without limitation HIPAA, and, to the extent applicable to the Company and its subsidiaries, the Company and its subsidiaries are in material compliance with the GDPR (EU 2016/679) (collectively, the “Privacy Laws”). To ensure compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take steps designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling, and analysis of Personal Data (the “Policies”). The Company represents that neither it nor any subsidiary: # has received written notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws; # is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or # is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

Each Target Company is, and since January 1, 2016, has been, in compliance in all material respects with all applicable Privacy and Security Requirements. The Target Companies have delivered to Buyer true, correct and complete copies of all Privacy Policies and Privacy Contracts. The Target Companies have implemented Privacy Policies as required by applicable Privacy and Security Requirements, and the Target Companies are in compliance in all material respects with all such Privacy Policies. The Target Companies have a valid and legal right (whether contractually, by law or otherwise) to Process all Personal Information in connection with the use and/or operation of its products, services and business.

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 or other common interest agreement setting forth, among other things, the foregoing principles, but are not obligated to do so.

Tax Law Compliance. Except as disclosed in the Public Filings and except as would not, individually or in the aggregate, result in a Material Adverse Effect, # the Company Group have timely filed all federal, state, local and foreign tax returns required to be filed by any of them or have properly requested extensions thereof and have timely paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, # the Company Group has made adequate charges, accruals and reserves in accordance with GAAP in the financial statements included in the Public Filings in respect of all federal, state, local and foreign taxes for all periods as to which the tax liability of the Company Group has not been finally determined, # there is no deficiency for taxes, penalties or related interest that has been asserted in writing, or could reasonably be expected to be asserted and sustained, against the Company Group or any of their respective properties or assets and # the Company Group have timely withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, consultant, creditor and equityholder of the Company Group or other person.

Compliance With Law. The Plan, the granting and vesting of the PBRSUs, and any obligations of the Company under the Plan, shall be subject to all applicable federal, state and foreign country laws, rules and regulations, and to such approvals by any regulatory or governmental agency as may be required, and to any rules or regulations of any exchange on which the Shares are listed. The International Appendix hereto describes additional terms and conditions applicable to the PBRSUs in certain foreign countries. The Company, in its discretion, may postpone the vesting of the PBRSUs, the issuance or delivery of Shares under this Award or any other action permitted under the Plan to permit the Company, with reasonable diligence, to complete such stock exchange listing or registration or qualification of such Shares or other required action under any federal, state or foreign country law, rule or regulation and may require you to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Shares in compliance with applicable laws, rules and regulations. The Company shall not be obligated by virtue of any provision of the Plan to recognize the vesting of the PBRSUs or to otherwise sell or issue Shares in violation of any such laws, rules or regulations. Neither the Company nor its directors or officers shall have any obligation or liability to you caused by any postponement of the vesting or settlement of the PBRSUs (or Shares issuable thereunder).

Compliance with Law. No shares of Common Stock may be purchased under this option, unless prior to the purchase thereof, the Corporation shall have received an opinion of counsel to the effect that the issuance and sale of such shares by the Corporation to the Participant will not constitute a violation of the U.S. Securities Act of 1933, as amended. As a condition of exercise, the Participant shall, if requested by the Corporation, submit a written statement in form satisfactory to counsel for the Corporation, to the effect that any shares of Common Stock purchased upon exercise of this option will be purchased for investment and not with a view to the distribution thereof within the meaning of the U.S. Securities Act of 1933, as amended, and the Corporation shall have the right, in its discretion, to cause the certificates representing shares of Common Stock purchased hereunder to be appropriately legended to refer to such undertaking or to any legal restrictions imposed upon the transferability thereof by reason of such undertaking.