Common use of Advertising and Program Materials Clause in Contracts

Advertising and Program Materials. (a) UNI’s services under this Agreement shall include preparation of the Advertising Materials and Program Materials to be used in connection with the Program and shall ensure that these materials (i) comply, at all times, with Applicable Laws, the terms of this Agreement, the Bank’s trademark usage guidelines, and the Program Guidelines, (ii) are true and accurate and not misleading in any material respect and (iii) are approved and authorized by Bank prior to use. (b) At least five (5) Business Days prior to the first use of any Marks of Bank, UNI Referral Materials to the extent they incorporate any of the Marks of Bank, Advertising Materials, and Program Materials (Marks of Bank, UNI Referral Material to the extent they incorporate any of the Marks of Bank, Advertising Materials and Program Materials collectively referred to herein as, the “Materials”), UNI shall provide to Bank samples of all Materials, in order to enable Bank to complete an initial review and to approve or reject any such materials. Materials will be considered approved and authorized by Bank once such approval and authorization is clearly communicated by Bank in writing; provided, such Materials shall be deemed to be considered approved and authorized by Bank if Bank does not respond to UNI’s submission of such Materials within five (5) Business Days. In the event Bank does not accept and authorize such Materials, UNI shall not use any such Materials. UNI hereby agrees that any approval by Bank of any Materials shall not relieve UNI of its primary responsibility for the preparation and maintenance of the Materials in accordance with this Section 4.2. (c) Bank may at any time retract or modify any approval previously given by it with respect to any Materials if Bank reasonably determines that such action is required to remain in compliance with Applicable Laws or for the safe and sound operation of the Program, or to preserve or protect the Mark’s of Bank or Bank’s reputation. Notwithstanding the foregoing, in the event Bank requires any changes to the Advertising Materials or Program Materials, Bank shall notify UNI pursuant to Section 2.3(b) of this Agreement, and each party shall thereafter comply with and have the rights and obligations set forth in Section 2.3 with respect to such Bank-required changes. UNI shall not be obligated to continue to promote or market the Program, nor to accept Loan Applications, during any period when there is not agreement between the UNI and the Bank concerning the Advertising Materials or the Program Materials UNI shall not have any liability in relation to Advertising Materials that have been distributed to Loan Applicants prior to the effective date of a notice from the Bank pursuant to this Section 4.2(c). (d) After Bank’s prior written approval and subject to Bank’s right to retract or modify any approval previously given as described in Section 4.2(c), UNI may use such Materials in accordance with the terms of this Agreement, and need not seek further approval for use of such materials; provided that UNI shall comply with all instructions from Bank (including any restrictions or prohibitions) as to the use of the Marks of Bank with any other Marks. In the event of a change in the Materials, UNI shall submit such Materials to Bank for review and approval in accordance with Section 4.2(b). UNI hereby agrees that any approval by Bank of any Materials shall not relieve UNI of its primary responsibility for the preparation and maintenance of the Materials in accordance with this Section 4.2. (e) Subject to the terms and conditions of this Agreement, Bank hereby grants UNI a non-exclusive, non-assignable license without the right to sublicense, to use and reproduce Marks of Bank in the United States, as necessary to perform its obligations under this Agreement; provided, however, that (a) UNI shall obtain Bank’s prior written approval for the use of Bank’s Marks and such use shall at all times comply with all written instructions provided by Bank regarding the use of Bank’s Marks; (b) UNI acknowledges that it shall acquire no interest in Bank’s Marks; and (c) UNI shall obtain Bank’s prior written approval for the release of any press release incorporating the name, Marks or likeness of Bank. Upon termination of this Agreement, UNI shall cease using Bank’s Marks. (f) UNI recognizes the value of the goodwill associated with the Bank’s Marks and acknowledges that Bank exclusively owns all right, title and interest in and to the Bank’s Marks and all goodwill pertaining thereto. UNI acknowledges and agrees that any and all of its use of the Bank’s Marks shall be on behalf of and accrue and inure solely to the benefit of Bank. (g) UNI shall not, anywhere in the world, use or seek to register in its own name, or that of any third party, any Marks that are the Bank’s Marks, that are colorably or confusingly similar to the Bank’s Marks, or that incorporate the Bank’s Marks or any element colorably or confusingly similar to the Bank’s Marks.

Advertising and Program Materials. (a) UNI’s services under this Agreement Platform Agent shall include preparation of the prepare Advertising Materials and Program Materials to be used in connection with the Program and shall ensure that these such materials (i) comply, at all times, with Applicable Laws, the terms of this Agreement, the Bank’s trademark usage guidelines, Section 4.1 and the Program Guidelines, (ii) are true and accurate and not misleading in any material respect and (iii) are approved and authorized by Bank prior to useuse (which approval may have been given prior to the date of this Agreement). (b) At least five ten (510) Business Days prior to the first use of any Marks of Bank, UNI Referral Materials to the extent they incorporate any of the Marks of Bank, Advertising Materials, and Program Materials (Marks of Bank, UNI Referral Material to the extent they incorporate any of the Marks of Bank, Advertising Materials and Program Materials collectively referred to herein as, the “Materials”), UNI Platform Agent shall provide to Bank samples of all Materials, Advertising Materials and all Program Materials proposed to be used by Platform Agent in connection with the Program in order to enable Bank to complete an initial review and to approve or reject any such materials. Bank shall review and shall promptly (and in no event, later than thirty (30) Business Days following receipt thereof) approve or reject any such Advertising Materials will or Program Materials (which approval shall not be unreasonably withheld or delayed); provided that Advertising Materials and Program Materials shall be considered approved and authorized by Bank once such only upon approval and authorization is clearly communicated by Bank in writing; provided, such Materials shall which may be deemed to be considered approved and authorized by Bank if Bank does not respond to UNI’s submission of such Materials within five (5) Business Daysemail. In the event that Bank does not accept and authorize such Materialsmaterials, UNI Platform Agent shall not use any such Materialsmaterials in connection with the Program and Bank shall provide Platform Agent the reason for such denial. UNI Platform Agent hereby agrees that any approval by Bank of any Advertising Materials and Program Materials shall not relieve UNI Platform Agent of its primary responsibility for the preparation and maintenance of the Advertising Materials and Program Materials in accordance with this Section 4.2. (c) Bank may at any time retract or modify any approval previously given by it with respect to any Advertising Materials or Program Materials if Bank reasonably determines that such action is required to remain in compliance with Applicable Laws or for the safe and sound operation of the Program, or to preserve or protect the Mark’s Marks of the Bank or Bank’s its reputation. Notwithstanding the foregoing, in the event Bank requires any changes to the Advertising Materials or Program Materials, Bank shall notify UNI pursuant to Section 2.3(b) of this Agreement, and each party shall thereafter comply with and have the rights and obligations set forth in Section 2.3 with respect to such Bank-required changes. UNI shall not be obligated to continue to promote or market the Program, nor to accept Loan Applications, during any period when there is not agreement between the UNI and the Bank concerning the Advertising Materials or the Program Materials UNI shall not have any liability in relation to Advertising Materials that have been distributed to Loan Applicants prior to the effective date of a notice from the Bank pursuant to this Section 4.2(c). (d) After Bank’s Upon the prior written approval of Platform Agent and subject to Bank’s right to retract or modify any approval previously given as described in Section 4.2(c)4.2(b) above, UNI Platform Agent (i) may use such Advertising Materials and Program Materials in accordance with the terms of this Agreement, Agreement and need not seek further approval for use of such materials; provided that UNI (ii) shall comply with all instructions from Bank (including any restrictions or prohibitions) as to the use of the Bank's Marks of Bank with any other Marks. In the event of that the Platform Agent desires to make a substantive change in the Advertising Materials or Program Materials, UNI Platform Agent shall submit such Materials materials to Bank for review and approval in accordance with Section 4.2(b). UNI hereby agrees that any approval by Bank of any Materials shall not relieve UNI of its primary responsibility for the preparation and maintenance of the Materials in accordance with this Section 4.2. (e) Subject to the terms and conditions of this Agreement, Bank hereby grants UNI Platform Agent a non-exclusive, non-assignable license without the right to sublicense, to use and reproduce Bank’s Marks of Bank in the United States, as necessary to perform its obligations under this Agreement; provided, however, that (a) UNI Platform Agent shall obtain Bank’s prior written approval for the use of Bank’s Marks and such use shall at all times comply with all written instructions provided by Bank regarding the use of Bank’s Marks; (b) UNI Platform Agent acknowledges that it shall acquire no interest in Bank’s Marks; and (c) UNI Platform Agent shall obtain Bank’s prior written approval for the release of any press release incorporating the name, Marks or likeness of Bank. Upon termination of this Agreement, UNI Platform Agent shall cease using Bank’s Marks. (f) UNI Platform Agent recognizes the value of the goodwill associated with the Bank’s 's Marks and acknowledges that Bank exclusively owns all right, title and interest in and to the Bank’s 's Marks and all goodwill pertaining thereto. UNI Platform Agent acknowledges and agrees that any and all of its use of the Bank’s 's Marks shall be on behalf of and accrue and inure solely to the benefit of Bank. (g) UNI Platform Agent shall not, anywhere in the world, use or seek to register in its own name, or that of any third party, any Marks that are the Bank’s 's Marks, that are colorably or confusingly similar to the Bank’s 's Marks, or that incorporate the Bank’s 's Marks or any element colorably or confusingly similar to the Bank’s 's Marks.

Advertising and Program Materials. (a) UNI’s services under this Agreement Sunlight and Third Party Service Providers shall include preparation of prepare the Advertising Materials and Program Materials to be used in connection with the Program and Sunlight shall ensure that these materials (i) comply, at all times, with Applicable Laws, the terms of this Agreement, the Bank’s trademark usage guidelines, and the Program Guidelines, (ii) Guidelines and are true and accurate and not misleading in any material respect and (iii) are approved and authorized by Bank prior to userespect. (b) At least five ten (510) Business Days prior to the first use of any Marks of BankBank Marks, UNI Referral Materials to the extent they incorporate any of the Marks of Bank, Advertising Materials, and Program Materials (Marks of Bank, UNI Referral Material to the extent they incorporate any of the Marks of Bank, Advertising Materials and Program Materials collectively referred to herein as, the “Materials”), UNI Sunlight shall provide to Bank samples of all Materials, Advertising Materials and all Program Materials proposed by Sunlight to include such Marks in order to enable Bank to complete an initial review and to approve or reject any such materials. Advertising Materials and Program Materials will be considered approved and authorized by Bank only once such approval and authorization is clearly communicated by Bank in writing; provided, such Materials . Bank shall be deemed provide written notice to be considered approved and authorized by Bank if Bank does not respond to UNISunlight of Bank’s submission rejections of such Materials within five (5) Business Daysmaterials. In the event Bank does not accept and authorize such Materials, UNI Sunlight shall not use any such Materialsrejected materials. UNI Sunlight hereby agrees that any approval by Bank of any Advertising Materials and Program Materials shall not relieve UNI Sunlight of its primary responsibility for the preparation and maintenance of the Advertising Materials and Program Materials in accordance with this Section 4.24.3. (c) Sunlight shall deliver to Bank, for Bank’s review samples of all new or modified Advertising Materials and Program Materials used by Sunlight or a Dealer. To the extent Bank has concern related to any such sample materials, Bank shall provide written notice to Sunlight and the parties will work to resolve such concern. Sunlight hereby agrees that any review by Bank of any Advertising Materials and Program Materials shall not relieve Sunlight of its primary responsibility for the preparation and maintenance of Advertising Materials and Program Materials in accordance with this Section 4.3. (d) Bank may at any time retract or modify any approval previously given by it with respect to any Materials this Section 4.3 if Bank reasonably determines that such action is required to remain in compliance with Applicable Laws or for the safe and sound operation of the Program, or to preserve or protect the MarkBank’s of Bank Marks or Bank’s reputation. Notwithstanding the foregoing; provided that, unless such continued use will violate Applicable Law, any retraction shall only be applicable to Loan Applications filed subsequently to notice of such retraction, in the event Bank requires any changes writing, to the Advertising Materials or Program Materials, Bank shall notify UNI pursuant to Section 2.3(b) of this Agreement, and each party shall thereafter comply with and have the rights and obligations set forth in Section 2.3 with respect to such Bank-required changes. UNI shall not be obligated to continue to promote or market the Program, nor to accept Loan Applications, during any period when there is not agreement between the UNI and the Bank concerning the Advertising Materials or the Program Materials UNI shall not have any liability in relation to Advertising Materials that have been distributed to Loan Applicants prior to the effective date of a notice from the Bank pursuant to this Section 4.2(c)Sunlight. (de) After Bank’s prior written approval approval, if required by the terms of this agreement, and subject to Bank’s right to retract or modify any approval previously given as described in Section 4.2(c4.3(d), UNI Sunlight may use such any Advertising Materials and Program Materials in accordance with the terms of this Agreement, and need not seek further approval for use of such materials unless there is a substantive change in the materials; provided that UNI shall comply with all instructions from Bank (including any restrictions or prohibitions) as to the use of the Marks of Bank with any other Marks. In the event of a substantive change in the Advertising Materials or Program Materials, UNI Sunlight shall submit such Materials materials to Bank for review and approval in accordance with Section 4.2(bSections 4.3(a) - (c), as applicable. UNI Sunlight hereby agrees that any review requested or, if required, approval by Bank of any Advertising Materials and Program Materials shall not relieve UNI Sunlight of its primary responsibility for the preparation and maintenance of the Advertising Materials and Program Materials in accordance with this Section 4.24.3. (ef) Subject to the terms and conditions of this Agreement, Bank hereby grants UNI Sunlight and Dealers a non-exclusive, non-assignable license without the right to sublicense, to use and reproduce Bank’s Marks of Bank in the United States, as necessary to perform its obligations under this Agreementthe Program; provided, however, that (a) UNI Sunlight shall obtain Bank’s prior written approval for the use by Sunlight or any Dealer of Bank’s Marks and such use shall at all times comply with all written instructions provided by Bank regarding the use of Bank’s Marks; (b) UNI Sunlight acknowledges that neither it nor any Dealer shall acquire no any interest in Bank’s Marks; and (c) UNI Sunlight shall obtain Bank’s prior written approval for the release of any press release incorporating the name, Marks or likeness of Bank. Upon termination of this Agreement, UNI Sunlight shall, and it shall cause each Dealer to, cease using Bank’s Marks. (fg) UNI Sunlight and each Dealer shall be permitted to use only those Bank Marks expressly approved by Bank under this Section 4.3. Sunlight shall, and it shall cause each Dealer to, comply with all instructions from Bank (including any restrictions or prohibitions) as to the use of the Bank’s Marks with any other Marks. (h) Sunlight recognizes the value of the goodwill associated with the Bank’s Marks and acknowledges that Bank exclusively owns all right, title and interest in and to the Bank’s Marks and all goodwill pertaining thereto. UNI Sunlight acknowledges and agrees that any and all of its use or the use of any Dealer of the Bank’s Marks shall be on behalf of and accrue and inure solely to the benefit of Bank. (gi) UNI Sunlight, and it shall ensure each Dealer, shall not, anywhere in the world, use or seek to register in its own name, or that of any third party, any Marks that are the Bank’s Marks, that are colorably or confusingly similar to the Bank’s Marks, or that incorporate the Bank’s Marks or any element colorably or confusingly similar to the Bank’s Marks.

Advertising and Program Materials. (a) UNI’s services under this Agreement Sunlight and Third Party Service Providers shall include preparation of prepare the Advertising Materials and Program Materials to be used in connection with the Program and Sunlight shall ensure that these materials (i) comply, at all times, with Applicable Laws, the terms of this Agreement, the Bank’s trademark usage guidelines, and the Program Guidelines, (ii) Guidelines and are true and accurate and not misleading in any material respect and (iii) are approved and authorized by Bank prior to userespect. (b) At least five ten (510) Business Days prior to the first use of any Marks of BankBank Marks, UNI Referral Materials to the extent they incorporate any of the Marks of Bank, Advertising Materials, and Program Materials (Marks of Bank, UNI Referral Material to the extent they incorporate any of the Marks of Bank, Advertising Materials and Program Materials collectively referred to herein as, the “Materials”), UNI Sunlight shall provide to Bank samples of all Materials, Advertising Materials and all Program Materials proposed by Sunlight to include such Marks in order to enable Bank to complete an initial review and to approve or reject any such materials. Advertising Materials and Program Materials will be considered approved and authorized by Bank only once such approval and authorization is clearly communicated by Bank in writing; provided, such Materials . Bank shall be deemed provide written notice to be considered approved and authorized by Bank if Bank does not respond to UNISunlight of Bank’s submission rejections of such Materials within five (5) Business Daysmaterials. In the event Bank does not accept and authorize such Materials, UNI Sunlight shall not use any such Materialsrejected materials. UNI Sunlight hereby agrees that any approval by Bank of any Advertising Materials and Program Materials shall not relieve UNI Sunlight of its primary responsibility for the preparation and maintenance of the Advertising Materials and Program Materials in accordance with this Section 4.24.3. (c) Sunlight shall deliver to Bank, for Bank’s review samples of all new or modified Advertising Materials and Program Materials used by Sunlight or a Dealer. To the extent Bank has concern related to any such sample materials, Bank shall provide written notice to Sunlight and the parties will work to resolve such concern. Sunlight hereby agrees that any review by Bank of any Advertising Materials and Program Materials shall not relieve Sunlight of its primary responsibility for the preparation and maintenance of Advertising Materials and Program Materials in accordance with this Section 4.3. (d) Bank may at any time retract or modify any approval previously given by it with respect to any Materials this Section 4.3 if Bank reasonably determines that such action is required to remain in compliance with Applicable Laws or for the safe and sound operation of the Program, or to preserve or protect the Mark’s of Bank or Bank’s Marks or reputation. Notwithstanding the foregoing; provided that, unless such continued use will violate Applicable Law, any retraction shall only be applicable to Loan Applications filed subsequently to notice of such retraction, in the event Bank requires any changes writing, to the Advertising Materials or Program Materials, Bank shall notify UNI pursuant to Section 2.3(b) of this Agreement, and each party shall thereafter comply with and have the rights and obligations set forth in Section 2.3 with respect to such Bank-required changes. UNI shall not be obligated to continue to promote or market the Program, nor to accept Loan Applications, during any period when there is not agreement between the UNI and the Bank concerning the Advertising Materials or the Program Materials UNI shall not have any liability in relation to Advertising Materials that have been distributed to Loan Applicants prior to the effective date of a notice from the Bank pursuant to this Section 4.2(c)Sunlight. (de) After Bank’s prior written approval approval, if required by the terms of this agreement, and subject to Bank’s right to retract or modify any approval previously given as described in Section 4.2(c4.3(d), UNI Sunlight may use such any Advertising Materials and Program Materials in accordance with the terms of this Agreement, and need not seek further approval for use of such materials unless there is a substantive change in the materials; provided that UNI shall comply with all instructions from Bank (including any restrictions or prohibitions) as to the use of the Marks of Bank with any other Marks. In the event of a substantive change in the Advertising Materials or Program Materials, UNI Sunlight shall submit such Materials materials to Bank for review and approval in accordance with Section 4.2(bSections 4.3(a) - (c), as applicable. UNI Sunlight hereby agrees that any review requested or, if required, approval by Bank of any Advertising Materials and Program Materials shall not relieve UNI Sunlight of its primary responsibility for the preparation and maintenance of the Advertising Materials and Program Materials in accordance with this Section 4.24.3. (ef) Subject to the terms and conditions of this Agreement, Bank hereby grants UNI Sunlight and Dealers a non-exclusive, non-assignable license without the right to sublicense, to use and reproduce Bank’s Marks of Bank in the United States, as necessary to perform its obligations under this Agreementthe Program; provided, however, that (a) UNI Sunlight shall obtain Bank’s prior written approval for the use by Sunlight or any Dealer of Bank’s Marks and such use shall at all times comply with all written instructions provided by Bank regarding the use of Bank’s Marks; (b) UNI Sunlight acknowledges that neither it nor any Dealer shall acquire no any interest in Bank’s Marks; and (c) UNI Sunlight shall obtain Bank’s prior written approval for the release of any press release incorporating the name, Marks or likeness of Bank. Upon termination of this Agreement, UNI Sunlight and each Dealer shall cease using Bank’s Marks. (fg) UNI Sunlight and each Dealer shall be permitted to use only those Bank Marks expressly approved by Bank under this Section 4.3. Sunlight and each Dealer shall comply with all instructions from Bank (including any restrictions or prohibitions) as to the use of the Bank’s Marks with any other Marks. (h) Sunlight recognizes the value of the goodwill associated with the Bank’s Banks Marks and acknowledges that Bank exclusively owns all right, title and interest in and to the Bank’s Marks and all goodwill pertaining thereto. UNI Sunlight acknowledges and agrees that any and all of its use or the use of any Dealer of the Bank’s Marks shall be on behalf of and accrue and inure solely to the benefit of Bank. (gi) UNI Sunlight and each Dealer shall not, anywhere in the world, use or seek to register in its own name, or that of any third party, any Marks that are the Bank’s Marks, that are colorably or confusingly similar to the Bank’s Banks Marks, or that incorporate the Bank’s Banks Marks or any element colorably or confusingly similar to the Bank’s Marks.

Advertising and Program Materials. (a) UNI’s services under this Agreement Subject to paragraph (b) below, Company shall include preparation of prepare the Advertising Materials and Program Materials to be used in connection with the each Program and shall ensure that these materials (i) comply, at all times, with Applicable Laws, the terms of this Agreement, the Bank’s trademark usage guidelinesguidelines (to the extent that such guidelines have been provided to Company), and the related Program Guidelines, (ii) Guidelines and are true and accurate and not misleading in any material respect respect. The Parties shall use Program Materials and (iii) are approved Advertising Materials only as permitted herein for the purpose of performing their duties under the Program and authorized by Bank prior to useshall not use Program Materials or Advertising Materials in any manner that would violate Applicable Laws, the terms of this Agreement, or any provision of the Program Guidelines. (b) At least five (5) Business Days Company shall submit all proposed Advertising Materials or Program Materials to Bank for its written approval prior to the first Company’s use thereof, such approval not to be unreasonably withheld or conditioned. Bank shall complete a review of any Marks of Bank, UNI Referral Materials to the extent they incorporate any of the Marks of Bank, Advertising Materials, and Program Materials (Marks of Bank, UNI Referral Material to the extent they incorporate any of the Marks of Bank, all Advertising Materials and Program Materials collectively referred to herein as, the “Materials”), UNI shall provide to Bank samples of all Materials, in order to enable Bank to complete an initial review proposed by Company and to approve or reject any such materialsmaterials in its sole, but reasonable, discretion within ten (10) Business Days of its receipt thereof, or advise Company that that the proposed Program Materials or Advertising Materials present novel or complex issues that will require additional time for consideration by Bank. In the event the proposed Program Materials or Advertising Materials present novel or complex issues, Bank shall have a reasonable period of time, but in no event more than thirty (30) days, to consider the same. Advertising Materials and Program Materials will be considered approved and authorized by Bank once for use only after such approval and authorization is clearly communicated by Bank in writing; provided, such including via email. All Advertising Materials and Program Materials shall be deemed reviewed and approved by Company’s compliance and/or legal advisors prior to be considered approved submission to Bank. Bank shall have the right to reject proposed changes by Company to the Advertising Materials and authorized by Bank if Bank does not respond to UNI’s submission of such Materials within five (5) Business Days. In the event Bank does not accept and authorize such Program Materials, UNI or further modifications thereof, in Bank’s reasonable and good-faith discretion. If Bank rejects any Advertising Materials or Program Materials, Bank shall not provide a written explanation to Company of why Bank has rejected such materials. Company shall make appropriate corrections and resubmit for further review before there is any use any such Materialsof the rejected materials. UNI Company hereby agrees that any approval by Bank of any Materials such items shall not relieve UNI Company of its primary responsibility for the preparation and maintenance of the Advertising Materials and Program Materials in accordance with this Section 4.2. (c) Bank may at any time retract or modify any approval previously given by it with respect to any Materials if Bank reasonably determines that such action is required to remain in compliance with Applicable Laws or for the safe and sound operation of the Program, or to preserve or protect the Mark’s of Bank or Bank’s reputation. Notwithstanding the foregoing, in the event Bank requires any changes to the Advertising Materials or Program Materials, Bank shall notify UNI pursuant to Section 2.3(b) of this Agreement, and each party shall thereafter comply with and have the rights and obligations set forth in Section 2.3 with respect to such Bank-required changes. UNI shall not be obligated to continue to promote or market the Program, nor to accept Loan Applications, during any period when there is not agreement between the UNI and the Bank concerning the Advertising Materials or the Program Materials UNI shall not have any liability in relation to Advertising Materials that have been distributed to Loan Applicants prior to the effective date of a notice from the Bank pursuant to this Section 4.2(c). (d) After Bank’s prior written approval and subject to Bank’s right to retract or modify any approval previously given as described in Section 4.2(c), UNI may use such Materials in accordance with the terms of this Agreement, and need not seek further approval for use of such materials; provided that UNI shall comply with all instructions from Bank (including any restrictions or prohibitions) as to the use of the Marks of Bank with any other Marks. In the event of a change in the Materials, UNI shall submit such Materials to Bank for review and approval in accordance with Section 4.2(b). UNI hereby agrees that any approval by Bank of any Materials shall not relieve UNI of its primary responsibility for the preparation and maintenance of the Materials in accordance with this Section 4.2. (e) Subject to the terms and conditions of this Agreement, Bank hereby grants UNI a non-exclusive, non-assignable license without the right to sublicense, to use and reproduce Marks of Bank in the United States, as necessary to perform its obligations under this Agreement; provided, however, that (a) UNI shall obtain Bank’s prior written approval for the use of Bank’s Marks and such use shall at all times comply with all written instructions provided by Bank regarding the use of Bank’s Marks; (b) UNI acknowledges that it shall acquire no interest in Bank’s Marks; and (c) UNI shall obtain Bank’s prior written approval for the release of any press release incorporating the name, Marks or likeness of Bank. Upon termination of this Agreement, UNI shall cease using Bank’s Marks. (f) UNI recognizes the value of the goodwill associated with the Bank’s Marks and acknowledges that Bank exclusively owns all right, title and interest in and to the Bank’s Marks and all goodwill pertaining thereto. UNI acknowledges and agrees that any and all of its use of the Bank’s Marks shall be on behalf of and accrue and inure solely to the benefit of Bank. (g) UNI shall not, anywhere in the world, use or seek to register in its own name, or that of any third party, any Marks that are the Bank’s Marks, that are colorably or confusingly similar to the Bank’s Marks, or that incorporate the Bank’s Marks or any element colorably or confusingly similar to the Bank’s Marks.

Advertising and Program Materials. (a) UNI’s services under this Agreement Sunlight and Third Party Service Providers shall include preparation of prepare the Advertising Materials and Program Materials to be used in connection with the Program and Sunlight shall ensure that these materials (i) comply, at all times, with Applicable Laws, the terms of this Agreement, the Bank’s trademark usage guidelines, and the Program Guidelines, (ii) Guidelines and are true and accurate and not misleading in any material respect and (iii) are approved and authorized by Bank prior to userespect. (b) At least five ten (510) Business Days prior to the first use of any Marks of BankBank Marks, UNI Referral Materials to the extent they incorporate any of the Marks of Bank, Advertising Materials, and Program Materials (Marks of Bank, UNI Referral Material to the extent they incorporate any of the Marks of Bank, Advertising Materials and Program Materials collectively referred to herein as, the “Materials”), UNI Sunlight shall provide to Bank samples of all Materials, Advertising Materials and all Program Materials proposed by Sunlight to include such Marks in order to enable Bank to complete an initial review and to approve or reject any such materials. Advertising Materials and Program Materials will be considered approved and authorized by Bank only once such approval and authorization is clearly communicated by Bank in writing; provided, such Materials . Bank shall be deemed provide written notice to be considered approved and authorized by Bank if Bank does not respond to UNISunlight of Bank’s submission rejections of such Materials within five (5) Business Daysmaterials. In the event Bank does not accept and authorize such Materials, UNI Sunlight shall not use any such Materialsrejected materials. UNI Sunlight hereby agrees that any approval by Bank of any Advertising Materials and Program Materials shall not relieve UNI Sunlight of its primary responsibility for the preparation and maintenance of the Advertising Materials and Program Materials in accordance with this Section 4.24.3. (c) Sunlight shall deliver to Bank, for Bank’s review samples of all new or modified Advertising Materials and Program Materials used by Sunlight or a Dealer. To the extent Bank has concern related to any such sample materials, Bank shall provide written notice to Sunlight and the parties will work to resolve such concern. Sunlight hereby agrees that any review by Bank of any Advertising Materials and Program Materials shall not relieve Sunlight of its primary responsibility for the preparation and maintenance of Advertising Materials and Program Materials in accordance with this Section 4.3. (d) Bank may at any time retract or modify any approval previously given by it with respect to any Materials this Section 4.3 if Bank reasonably determines that such action is required to remain in compliance with Applicable Laws or for the safe and sound operation of the Program, or to preserve or protect the Mark’s of Bank or Bank’s Marks or reputation. Notwithstanding the foregoing; provided that, unless such continued use will violate Applicable Law, any retraction shall only be applicable to Loan Applications filed subsequently to notice of such retraction, in the event Bank requires any changes writing, to the Advertising Materials or Program Materials, Bank shall notify UNI pursuant to Section 2.3(b) of this Agreement, and each party shall thereafter comply with and have the rights and obligations set forth in Section 2.3 with respect to such Bank-required changes. UNI shall not be obligated to continue to promote or market the Program, nor to accept Loan Applications, during any period when there is not agreement between the UNI and the Bank concerning the Advertising Materials or the Program Materials UNI shall not have any liability in relation to Advertising Materials that have been distributed to Loan Applicants prior to the effective date of a notice from the Bank pursuant to this Section 4.2(c)Sunlight. (de) After Bank’s prior written approval approval, if required by the terms of this agreement, and subject to Bank’s right to retract or modify any approval previously given as described in Section 4.2(c4.3(d), UNI Sunlight may use such any Advertising Materials and Program Materials in accordance with the terms of this Agreement, and need not seek further approval for use of such materials unless there is a substantive change in the materials; provided that UNI shall comply with all instructions from Bank (including any restrictions or prohibitions) as to the use of the Marks of Bank with any other Marks. In the event of a substantive change in the Advertising Materials or Program Materials, UNI Sunlight shall submit such Materials materials to Bank for review and approval in accordance with Section 4.2(bSections 4.3(a) - (c), as applicable. UNI Sunlight hereby agrees that any review requested or, if required, approval by Bank of any Advertising Materials and Program Materials shall not relieve UNI Sunlight of its primary responsibility for the preparation and maintenance of the Advertising Materials and Program Materials in accordance with this Section 4.24.3. (ef) Subject to the terms and conditions of this Agreement, Bank hereby grants UNI Sunlight and Dealers a non-exclusive, non-assignable license without the right to sublicense, to use and reproduce Bank’s Marks of Bank in the United States, as necessary to perform its obligations under this Agreementthe Program; provided, however, that (a) UNI Sunlight shall obtain Bank’s prior written approval for the use by Sunlight or any Dealer of Bank’s Marks and such use shall at all times comply with all written instructions provided by Bank regarding the use of Bank’s Marks; (b) UNI Sunlight acknowledges that neither it nor any Dealer shall acquire no any interest in Bank’s Marks; and (c) UNI Sunlight shall obtain Bank’s prior written approval for the release of any press release incorporating the name, Marks or likeness of Bank. Upon termination of this Agreement, UNI Sunlight shall, and it shall cause each Dealer to, cease using Bank’s Marks. (fg) UNI Sunlight and each Dealer shall be permitted to use only those Bank Marks expressly approved by Bank under this Section 4.3. Sunlight shall, and it shall cause each Dealer to, comply with all instructions from Bank (including any restrictions or prohibitions) as to the use of the Bank’s Marks with any other Marks. (h) Sunlight recognizes the value of the goodwill associated with the Bank’s Marks and acknowledges that Bank exclusively owns all right, title and interest in and to the Bank’s Marks and all goodwill pertaining thereto. UNI Sunlight acknowledges and agrees that any and all of its use or the use of any Dealer of the Bank’s Marks shall be on behalf of and accrue and inure solely to the benefit of Bank. (gi) UNI Sunlight and each Dealer shall not, anywhere in the world, use or seek to register in its own name, or that of any third party, any Marks that are the Bank’s Marks, that are colorably or confusingly similar to the Bank’s Banks Marks, or that incorporate the Bank’s Marks or any element colorably or confusingly similar to the Bank’s Marks.

Advertising and Program Materials. (a) UNI’s services under this Agreement The Company shall include preparation of prepare the Advertising Materials and the Program Materials to be used in connection with the Program and Program, which shall ensure that these materials (i) complycomply in all material respects with the Rules applicable to an FDIC-insured, at all times, with Applicable Laws, the terms of this Agreement, the Bank’s trademark usage guidelines, Virginia state-chartered commercial bank and the Program Guidelines, (ii) are true and accurate and not misleading in any material respect and (iii) are approved and authorized by Bank prior to use. (b) At least five The Company shall make available for the Bank’s prior review and approval (5such approval not to be unreasonably withheld or delayed) Business Days prior to the first use of any Marks of Bank, UNI Referral Materials to the extent they incorporate any of the Marks of Bank, Advertising Materials, and Program Materials (Marks of Bank, UNI Referral Material to the extent they incorporate any of the Marks of Bank, all new or modified Advertising Materials and Program Materials collectively referred proposed by the Company. The Bank shall have the option, within three (3) Business Days of receipt, to herein as, the “Materials”), UNI shall provide to Bank samples of all Materials, in order to enable Bank to complete an initial review and to approve or reject any such new or modified materials. Materials New or modified materials will be considered approved and authorized by the Bank once such approval and authorization is clearly communicated by the Bank in writing; provided, such Materials shall be deemed to be considered approved and authorized by Bank if Bank does not respond to UNI’s submission of such Materials within five (5) Business Days. In the event Bank does not accept and authorize such Materials, UNI shall not use any such Materials. UNI hereby agrees that any approval by Bank of any Materials shall not relieve UNI of its primary responsibility for the preparation and maintenance of the Materials in accordance with this Section 4.2. (c) The Bank may may, at any time with written notice to the Company, retract or modify any approval previously given by it with respect to any Advertising Materials and Program Materials if the Bank reasonably determines that such action is required to remain in compliance with Applicable Laws the Rules or upon request of a Regulatory Authority for the safe and sound operation of the Program, or to preserve or protect the Mark’s of Bank or Bank’s reputation. Notwithstanding the foregoing, in the event Bank requires any changes to the Advertising Materials or Program Materials, Bank shall notify UNI pursuant to Section 2.3(b) of this Agreement, and each party shall thereafter comply with and have the rights and obligations set forth in Section 2.3 with respect to such Bank-required changes. UNI shall not be obligated to continue to promote or market the Program, nor to accept Loan Applications, during any period when there is not agreement between the UNI and the Bank concerning the Advertising Materials or the Program Materials UNI shall not have any liability in relation to Advertising Materials that have been distributed to Loan Applicants prior to the effective date of a notice from the Bank pursuant to this Section 4.2(c). (d) After Bank’s prior written approval and subject to the Bank’s right to retract or modify any approval previously given as described in Section 4.2(c4.3(d), UNI the Company may use such any Advertising Materials in accordance with the terms of this Agreementand Program Materials, and need not seek further approval for use of such materials unless there is a substantive change in the materials; provided that UNI shall comply with all instructions from Bank (including any restrictions or prohibitions) as to the use of the Marks of Bank with any other Marks. In the event of a change in substantive change, the Materials, UNI Company shall submit such Materials materials to the Bank for review and approval in accordance with Section 4.2(b4.3(c). UNI hereby agrees that any approval by Bank of any Materials shall not relieve UNI of its primary responsibility for the preparation and maintenance of the Materials in accordance with this Section 4.2. (e) Subject to the terms and conditions of this Agreement, The Bank hereby grants UNI provides the Company with a non-exclusive, exclusive right and non-assignable license without the right to sublicense, to use and reproduce the Bank’s Marks of Bank in the United States, as necessary to perform its obligations under this Agreement; provided, however, that (ai) UNI the Company shall obtain the Bank’s prior written approval for the use of the Bank’s Marks and such use shall at all times comply with all written instructions provided by the Bank regarding the use of Bank’s its Marks; and (bii) UNI the Company acknowledges that it shall acquire no interest in the Bank’s Marks; and (c, except as provided in Section 4.1, this Section 4.3(e) UNI shall obtain Bank’s prior written approval for or the release of any press release incorporating the name, Marks or likeness of BankLicense Agreement. Upon termination of this Agreement, UNI the Company shall cease using the Bank’s MarksMarks except to the extent authorized under the License Agreement. Except as permitted in the License Agreement, neither Party may use the other Party’s Marks in any press release without the prior written consent of the other Party. (f) UNI recognizes The Bank shall be responsible for any costs incurred by the value of the goodwill associated Bank in connection with the Bank’s Marks and acknowledges that Bank exclusively owns all right, title and interest in and to the Bank’s Marks and all goodwill pertaining thereto. UNI acknowledges and agrees that any and all satisfaction of its use of the Bank’s Marks shall be on behalf of and accrue and inure solely to the benefit of Bankobligations under this Section 4.3. (g) UNI shall not, anywhere in the world, use or seek to register in its own name, or that of any third party, any Marks that are the Bank’s Marks, that are colorably or confusingly similar to the Bank’s Marks, or that incorporate the Bank’s Marks or any element colorably or confusingly similar to the Bank’s Marks.

Advertising and Program Materials. (a) UNI’s services under this Agreement Sunlight and Third Party Service Providers shall include preparation of prepare the Advertising Materials and Program Materials to be used in connection with the Program and Sunlight shall ensure that these materials (i) comply, at all times, with Applicable Laws, the terms of this Agreement, the Bank’s trademark usage guidelines, and the Program Guidelines, (ii) Guidelines and are true and accurate and not misleading in any material respect and (iii) are approved and authorized by Bank prior to userespect. (b) At least five ten (510) Business Days prior to the first use of any Marks of BankBank Marks, UNI Referral Materials to the extent they incorporate any of the Marks of Bank, Advertising Materials, and Program Materials (Marks of Bank, UNI Referral Material to the extent they incorporate any of the Marks of Bank, Advertising Materials and Program Materials collectively referred to herein as, the “Materials”), UNI Sunlight shall provide to Bank samples of all Materials, Advertising Materials and all Program Materials proposed by Sunlight to include such Marks in order to enable Bank to complete an initial review and to approve or reject any such materials. Advertising Materials and Program Materials will be considered approved and authorized by Bank only once such approval and authorization is clearly communicated by Bank in writing; provided, such Materials . Bank shall be deemed provide written notice to be considered approved and authorized by Bank if Bank does not respond to UNISunlight of Bank’s submission rejections of such Materials within five (5) Business Daysmaterials. In the event Bank does not accept and authorize such Materials, UNI Sunlight shall not use any such Materialsrejected materials. UNI Sunlight hereby agrees that any approval by Bank of any Advertising Materials and Program Materials shall not relieve UNI Sunlight of its primary responsibility for the preparation and maintenance of the Advertising Materials and Program Materials in accordance with this Section 4.24.3. (c) Sunlight shall deliver to Bank, for Bank’s review samples of all new or modified Advertising Materials and Program Materials used by Sunlight or a Dealer. To the extent Bank has concern related to any such sample materials, Bank shall provide written notice to Sunlight and the parties will work to resolve such concern. Sunlight hereby agrees that any review by Bank of any Advertising Materials and Program Materials shall not relieve Sunlight of its primary responsibility for the preparation and maintenance of Advertising Materials and Program Materials in accordance with this Section 4.3. (d) Bank may at any time retract or modify any approval previously given by it with respect to any Materials this Section 4.3 if Bank reasonably determines that such action is required to remain in compliance with Applicable Laws or for the safe and sound operation of the Program, or to preserve or protect the MarkBank’s of Bank Marks or Bank’s reputation. Notwithstanding the foregoing; provided that, unless such continued use will violate Applicable Law, any retraction shall only be applicable to Loan Applications filed subsequently to notice of such retraction, in the event Bank requires any changes writing, to the Advertising Materials or Program Materials, Bank shall notify UNI pursuant to Section 2.3(b) of this Agreement, and each party shall thereafter comply with and have the rights and obligations set forth in Section 2.3 with respect to such Bank-required changes. UNI shall not be obligated to continue to promote or market the Program, nor to accept Loan Applications, during any period when there is not agreement between the UNI and the Bank concerning the Advertising Materials or the Program Materials UNI shall not have any liability in relation to Advertising Materials that have been distributed to Loan Applicants prior to the effective date of a notice from the Bank pursuant to this Section 4.2(c)Sunlight. (de) After Bank’s prior written approval approval, if required by the terms of this agreement, and subject to Bank’s right to retract or modify any approval previously given as described in Section 4.2(c4.3(d), UNI Sunlight may use such any Advertising Materials and Program Materials in accordance with the terms of this Agreement, and need not seek further approval for use of such materials unless there is a substantive change in the materials; provided that UNI shall comply with all instructions from Bank (including any restrictions or prohibitions) as to the use of the Marks of Bank with any other Marks. In the event of a substantive change in the Advertising Materials or Program Materials, UNI Sunlight shall submit such Materials materials to Bank for review and approval in accordance with Section 4.2(bSections 4.3(a) - (c), as applicable. UNI Sunlight hereby agrees that any review requested or, if required, approval by Bank of any Advertising Materials and Program Materials shall not relieve UNI Sunlight of its primary responsibility for the preparation and maintenance of the Advertising Materials and Program Materials in accordance with this Section 4.24.3. (ef) Subject to the terms and conditions of this Agreement, Bank hereby grants UNI Sunlight and Dealers a non-exclusive, non-assignable license without the right to sublicense, to use and reproduce Bank’s Marks of Bank in the United States, as necessary to perform its obligations under this Agreementthe Program; provided, however, that (a) UNI Sunlight shall obtain Bank’s prior written approval for the use by Sunlight or any Dealer of Bank’s Marks and such use shall at all times comply with all written instructions provided by Bank regarding the use of Bank’s Marks; (b) UNI Sunlight acknowledges that neither it nor any Dealer shall acquire no any interest in Bank’s Marks; and (c) UNI Sunlight shall obtain Bank’s prior written approval for the release of any press release incorporating the name, Marks or likeness of Bank. Upon termination of this Agreement, UNI Sunlight shall, and it shall cause each Dealer to, cease using Bank’s Marks. (fg) UNI Sunlight and each Dealer shall be permitted to use only those Bank Marks expressly approved by Bank under this Section 4.3. Sunlight shall, and it shall cause each Dealer to, comply with all instructions from Bank (including any restrictions or prohibitions) as to the use of the Bank's Marks with any other Marks. (h) Sunlight recognizes the value of the goodwill associated with the Bank’s 's Marks and acknowledges that Bank exclusively owns all right, title and interest in and to the Bank’s 's Marks and all goodwill pertaining thereto. UNI Sunlight acknowledges and agrees that any and all of its use or the use of any Dealer of the Bank’s 's Marks shall be on behalf of and accrue and inure solely to the benefit of Bank. (gi) UNI Sunlight, and it shall ensure each Dealer, shall not, anywhere in the world, use or seek to register in its own name, or that of any third party, any Marks that are the Bank’s 's Marks, that are colorably or confusingly similar to the Bank’s 's Marks, or that incorporate the Bank’s 's Marks or any element colorably or confusingly similar to the Bank’s 's Marks.

Advertising and Program Materials. (a) UNIService Agent’s services under this Agreement duties shall include the preparation of the Advertising Materials and the Program Materials to be used in connection with the Program for Bank’s review and approval in accordance with Section 4.3(b). Service Agent shall ensure that these materials (i) comply, at comply in all times, material respects with Applicable Laws, the terms of this Agreement, the Bank’s trademark usage guidelines, Laws and the Program Guidelines, (ii) are true and accurate and not misleading in . Bank shall notify Service Agent promptly of any material respect and (iii) are approved and authorized by Bank prior to useknown non-compliance of the Advertising Materials or the Program Materials with Applicable Laws or the Program Guidelines. (b) At least five (5) Business Days prior to the first use of any Marks of Bank, UNI Referral Materials to the extent they incorporate any of the Marks of Bank, Advertising Materials, and Program Materials (Marks of Bank, UNI Referral Material to the extent they incorporate any of the Marks of Bank, Service Agent shall submit all Advertising Materials and Program Materials collectively referred to herein as, the “Materials”), UNI shall provide to Bank samples for its approval prior to Service Agent’s use thereof. Bank shall complete a review of all Materials, in order to enable Bank to complete an initial review Advertising Materials and to all Program Materials proposed by Service Agent and approve or reject any such materialsmaterials in its reasonable discretion within ten (10) Business Days of its receipt thereof, unless the proposed Advertising Materials or Program Materials present novel or complex issues and, in such event, Bank shall communicate with Service Agent and establish an anticipated reasonable time for the completion of Bank’s review. Advertising Materials and Program Materials will be considered approved and authorized by Bank only once such approval and authorization is clearly communicated by Bank in writing; provided, such including via email. All Advertising Material delivered to Bank shall contain a statement that it has been received and approved by Service Agent’s compliance department. Bank shall have the right to reject in its reasonable discretion all proposed changes by Service Agent to the Advertising Materials shall be deemed to be considered approved and authorized by Bank if Bank does not respond to UNI’s submission of such Materials within five (5) Business Days. In the event Bank does not accept and authorize such Program Materials, UNI shall not use any such Materials. UNI hereby agrees that any approval by Bank of any Materials shall not relieve UNI of its primary responsibility for the preparation and maintenance of the Materials in accordance with this Section 4.2or further modifications thereof. (c) Bank may at any time with written prior notice to Service Agent retract or modify any approval previously given by it with respect to any Advertising Materials and Program Materials if Bank reasonably determines that such action is required to remain in compliance with Applicable Laws or or, upon request of a Regulatory Authority, for the safe and sound operation of the Program, Program or to preserve or protect the Mark’s will otherwise negatively impact Bank. Upon receipt by Service Agent of Bank or written notice of Bank’s reputation. Notwithstanding the foregoingretraction or modification of any such previous approval, in the event Bank requires any changes to the Advertising Materials or Program Materials, Bank such materials shall notify UNI pursuant to Section 2.3(b) of this Agreement, and each party shall thereafter comply with and have the rights and obligations set forth in Section 2.3 with respect to such Bank-required changes. UNI shall not thereupon be obligated to continue to promote or market the Program, nor to accept Loan Applications, during any period when there is not agreement between the UNI and the Bank concerning the Advertising Materials or removed from the Program Materials UNI Guidelines; provided, however, that Service Agent shall not have any liability in relation to Advertising Materials that have been distributed to Loan Applicants prior to as of the effective date of a notice from the Bank pursuant to this Section 4.2(c)such notice. (d) After Bank’s prior written approval and subject to Bank’s right to retract or modify any approval previously given as described in Section 4.2(c4.3(c), UNI Service Agent may use such any Advertising Materials in accordance with the terms of this Agreement, and need not seek further approval for use of such materials; provided that UNI shall comply with all instructions from Bank (including any restrictions or prohibitions) as to the use of the Marks of Bank with any other MarksProgram Materials. In the event of a any change in the to any Advertising Materials and Program Materials, UNI Service Agent shall submit such Materials materials to Bank for review and approval in accordance with Section 4.2(b4.3(b). UNI hereby agrees that any approval by Bank of any Materials shall not relieve UNI of its primary responsibility for the preparation and maintenance of the Materials in accordance with this Section 4.2. (e) Subject to the terms and conditions of this Agreement, Bank hereby grants UNI provides Service Agent with a non-exclusive, exclusive right and non-assignable license without the right to sublicense, to use and reproduce Bank’s Marks of Bank in the United States, as necessary to perform its obligations duties under this AgreementProgram Agreement and as may be incidental to the Program, including as used in approved Program Materials or Advertising Materials; provided, however, that (ai) UNI shall obtain BankService Agent’s prior written approval for the use of Bank’s Marks and such use shall at all times comply with all written instructions provided by Bank (contained in the Program Guidelines or otherwise delivered to Service Agent) regarding the use of Bank’s Marks; and (bii) UNI Service Agent acknowledges that it shall acquire no interest in Bank’s Marks; and (c) UNI shall obtain Bank’s prior written approval for the release of any press release incorporating the name, Marks or likeness of Bank. Upon termination of this Program Agreement, UNI Service Agent shall cease using Bank’s Marks. Neither Party may use the other Party’s Marks in any press release without the prior written consent of the other Party, which may be withheld or conditioned in such Party’s sole, but reasonable, discretion. (f) UNI recognizes All Advertising Materials shall clearly state the value of the goodwill associated with the Bank’s Marks and acknowledges that Bank exclusively owns all right, title and interest in and to the Bank’s Marks and all goodwill pertaining thereto. UNI acknowledges and agrees that any and all of its use of the Bank’s Marks shall be on behalf of and accrue and inure solely to the benefit of Loans are made by Bank. (g) UNI shall not, anywhere in the world, use or seek to register in its own name, or that of any third party, any Marks that are the Bank’s Marks, that are colorably or confusingly similar to the Bank’s Marks, or that incorporate the Bank’s Marks or any element colorably or confusingly similar to the Bank’s Marks.