Common use of Bank’s Representations and Warranties Clause in Contracts

Bank’s Representations and Warranties. Bank makes the following warranties and representations to UNI: (a) This Agreement constitutes a valid and binding obligation of Bank, enforceable against Bank in accordance with its terms except (i) to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect, which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (b) Bank is an FDIC-insured New Jersey state-chartered bank, duly organized, validly existing, and in good standing under the laws of the State of New Jersey. (c) Bank has full corporate power and authority to execute, deliver and perform all of its obligations under this Agreement. (d) The execution of this Agreement and the completion of all actions required or contemplated to be taken by Bank hereunder are within the ordinary course of Bank’s business and not prohibited by Applicable Laws. (e) The execution, delivery and performance of this Agreement have been duly authorized by Bank, and are not in conflict with and do not violate the terms of the charter or by-laws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party. (f) Bank has the authority to make Loans in accordance with the Program Terms to the Borrowers who meet the minimum Credit Policy requirements established in the Program Guidelines, as contemplated hereunder. (g) Bank has the authority to make Loans in each state in which Loans are made under the Program. (h) As of the date of origination, (i) to the best of Bank’s actual knowledge, each Loan meets the criteria outlined in the Program Guidelines; (ii) each Loan has not been satisfied, subordinated or rescinded, and no right of rescission, set-off, counterclaim or defense exists or has been asserted with respect to such Loan; (iii) each Loan was made and each Loan Amount disbursed by Bank in accordance with Applicable Laws; and (iv) there is no action before any state or federal court, administrative or regulatory body involving the Loan in which an adverse result would have a Material Adverse Effect upon the validity or enforceability of the Loan. (i) Neither Bank nor any principal thereof has been or is the subject of any of the following that will materially affect Bank’s ability to perform under this Agreement: (A) an enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty or similar agreement concerning the Program; (B) an administrative or enforcement proceeding or investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, any banking regulator or any other state or federal Regulatory Authority; or (C) a restraining order, decree, injunction or judgment in any proceeding or lawsuit alleging fraud or deceptive practices on the part of Bank or any principal thereof. For purposes of this Section 9.2(k) the word “principal” of Bank shall include (i) any person owning or controlling ten percent (10%) or more of the voting power of Bank and (ii) any person actively participating in the control of Bank’s business. (j) Neither Bank nor, to its actual knowledge, any of its respective officers, directors or members is a Person (or to Bank’s knowledge, is owned or controlled by a Person) that (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged felony involving a crime of moral turpitude. (k) Bank is in compliance in all material respects with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws. Without limiting the generality of the foregoing, to the extent required by the Anti-Money Laundering Laws or Anti-Corruption Laws, Bank has established an anti-money laundering compliance program that is in compliance, in all material respects, with the Anti-Money Laundering Laws and Anti-Corruption Laws. (l) Bank agrees to maintain policies and procedures in accordance with Applicable Laws, including procedures relating to periodic training and on-going monitoring of Bank and, as warranted, Bank Third Party Service Providers. (m) The provisions of this Agreement and the performance of each of its obligations hereunder do not conflict with Bank’s organizational or governing documents, or any material agreement, contract, lease, order or obligation to which Bank is a party or by which Bank is bound, including any exclusivity or other provisions of any other agreement to which Bank or any related entity is a party, and including any non-compete agreement or similar agreement limiting the right of Bank to engage in activities competitive with the business of any other party or Governmental Authority that Bank is subject to. (n) No approval, authorization or other action by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by it of this Agreement other than approvals and authorizations that have previously been obtained and filings which have previously been made. (o) There is no action, suit, proceeding or investigation pending or, to the actual knowledge of Bank, threatened against Bank seeking a determination or ruling which, either in any one instance or in the aggregate, would reasonably be expected to in a Material Adverse Effect with respect to Bank or would render this Agreement invalid, or asserting the invalidity of, or seeking to prevent the consummation of any of the transactions contemplated by, this Agreement. No proceeding has been instituted against Bank seeking to adjudicate it bankrupt or insolvent, or seeking the liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for Bank or any substantial part of its property.

Bank’s Representations and Warranties. Bank makes the following warranties and representations to UNIPlatform Agent: (a) This Agreement constitutes a valid and binding obligation of Bank, enforceable against Bank in accordance with its terms except (i) to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws now or hereafter in effect, which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (b) Bank is an FDIC-insured New Jersey state-chartered commercial bank, duly organized, validly existing, and in good standing under the laws of the State of New Jersey. (c) Bank has full corporate power and authority to execute, deliver and perform all of its obligations under this Agreement. (d) The execution of this Agreement and the completion of all actions required or contemplated to be taken by Bank hereunder are within the ordinary course of Bank’s business and not prohibited by Applicable Laws. (e) The execution, delivery and performance of this Agreement have been duly authorized by Bank, and are not in conflict with and do not violate the terms of the charter or by-laws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party. (f) Bank has the authority to make originate Loans in accordance with the Program Terms to the Borrowers who meet the minimum Credit Policy requirements established in the Program Guidelines, Guidelines as contemplated hereunder.. Bank has adopted the Credit Policy and approved each Loan in accordance therewith, and each Loan and disbursement of Disbursed Proceeds complies with Applicable Laws; provided that Bank shall have no responsibility with respect to complying with Applicable Laws to the extent any such non-compliance arises out of erroneous data or information provided by Platform Agent to Bank hereunder unless Bank is aware of such error and refuses to remedy its compliance to the extent Bank is able to remedy such error or the failure of Platform Agent to comply with Applicable Laws in the performance of its duties hereunder; (g) Bank has the authority to make originate Loans in each state in which Loans are made originated under the Program. (h) As To the best knowledge of Bank, and as of each date of origination and sale of the date of originationLoans to Platform Agent, (i) to the best of Bank’s actual knowledge, each Loan meets the criteria outlined in the Program Guidelines; (ii) each Loan has not been satisfied, subordinated or rescinded, and no right of rescission, set-off, counterclaim or defense exists or has been asserted with respect to such Loan; (iii) each Loan was made originated and each Loan Amount disbursed by Bank in accordance with Applicable Laws; and (iv) there is no action before any state or federal court, administrative or regulatory body Regulatory Authority involving the such Loan in which an adverse result would have a Material Adverse Effect upon the validity or enforceability of the with respect to such Loan. (i) Neither Bank nor any principal thereof has been or is the subject of any of the following that will materially affect effect Bank’s ability to perform under this Agreement: (Ai) an An enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty or similar agreement concerning the Programagreement; (Bii) an An administrative or enforcement proceeding or investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, any banking regulator or any other state or federal Regulatory Authority; or (Ciii) a A restraining order, decree, injunction or judgment in any proceeding or lawsuit alleging fraud or deceptive practices on the part of Bank or any principal thereof. For purposes of this Section 9.2(k9.2(i) the word “principal” of Bank shall include (i) any person owning or controlling ten percent (10%) [***] or more of the voting power of Bank, (ii) any officer or director of Bank and (iiiii) any person actively participating in the control of Bank’s business. (j) Neither Bank nor, to its actual knowledge, any of its respective officers, directors or members is a Person (or to Bank’s knowledge, is owned or controlled by a Person) that (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged felony involving a crime of moral turpitude. (k) Bank is in full compliance in all material respects with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws. Without limiting the generality of the foregoing, to the extent required minimum capital requirements prescribed by the Anti-Money Laundering Laws or Anti-Corruption LawsFDIC and any other Regulatory Authority having jurisdiction over Bank, and Bank has established an anti-money laundering compliance program that is meets the requirements to be considered “adequately capitalized” as defined in compliance, in all material respects, with the Anti-Money Laundering Laws and Anti-Corruption Laws. (l) Bank agrees to maintain policies and procedures in accordance with Applicable Laws, including procedures relating to periodic training and on-going monitoring of Bank andFederal Deposit Insurance Act, as warrantedamended, Bank Third Party Service Providers. (m) The provisions of this Agreement and the performance of each of its obligations hereunder do not conflict with Bank’s organizational or governing documents, or any material agreement, contract, lease, order or obligation to which Bank is a party or by which Bank is bound, including any exclusivity or other provisions of any other agreement to which Bank or any related entity is a party, and including any non-compete agreement or similar agreement limiting the right of Bank to engage in activities competitive with the business of any other party or Governmental Authority that Bank is subject toapplicable regulations promulgated thereunder. (n) No approval, authorization or other action by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by it of this Agreement other than approvals and authorizations that have previously been obtained and filings which have previously been made. (o) There is no action, suit, proceeding or investigation pending or, to the actual knowledge of Bank, threatened against Bank seeking a determination or ruling which, either in any one instance or in the aggregate, would reasonably be expected to in a Material Adverse Effect with respect to Bank or would render this Agreement invalid, or asserting the invalidity of, or seeking to prevent the consummation of any of the transactions contemplated by, this Agreement. No proceeding has been instituted against Bank seeking to adjudicate it bankrupt or insolvent, or seeking the liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for Bank or any substantial part of its property.

Bank’s Representations and Warranties. Bank makes the following warranties and representations to UNISunlight: (a) This Agreement constitutes a valid and binding obligation of Bank, enforceable against Bank in accordance with its terms except (i) to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect, which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (b) Bank is an FDIC-insured New Jersey state-chartered bank, duly organized, validly existing, and in good standing under the laws of the State of New Jersey. (c) Bank has full corporate power and authority to execute, deliver and perform all of its obligations under this Agreement. (d) The execution of this Agreement and the completion of all actions required or contemplated to be taken by Bank hereunder are within the ordinary course of Bank’s business and are not prohibited by Applicable Laws. (e) The execution, delivery and performance of this Agreement have been duly authorized by Bank, and are not in conflict with and do not violate the terms of the charter or by-laws bylaws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party. (f) Bank has the authority to make originate Loans in accordance with on the Program Terms to the Borrowers who meet the minimum Credit Policy requirements established in the Program Guidelines, as contemplated hereunder. (g) Bank has the authority to make originate Loans in each state in which Loans are made originated under the Program. (h) As of the date of origination, (i) to the best of Bank’s actual knowledge, each Loan meets the criteria outlined in the Program Guidelines; (ii) each Loan has not been satisfied, subordinated or rescinded, and no right of rescission, set-off, counterclaim or defense exists or has been asserted with respect to such Loan; (iii) each Loan was made and each Loan Amount disbursed by Bank in accordance with Applicable Laws; and (iv) there is no action before any state or federal court, administrative or regulatory body involving the Loan in which an adverse result would have a Material Adverse Effect upon the validity or enforceability of the Loan[Reserved]. (i) Neither Bank nor nor, to the best of Bank’s knowledge, any principal thereof has been or is the subject of any of the following that will materially affect Bank’s ability following, the result of which would cause Bank to be unable to perform under this Agreementits obligations hereunder: (Ai) an enforcement Enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty or similar agreement concerning lending matters, or participation in the Programaffairs of a financial institution; (Bii) an administrative Administrative or enforcement proceeding or investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, any banking regulator or any other state or federal Regulatory Authority; or (Ciii) a restraining Restraining order, decree, injunction or judgment in any proceeding or lawsuit alleging fraud or deceptive practices on the part of Bank or any principal thereof. For purposes of this Section 9.2(k) the word “principal” of Bank shall include (i) any person owning or controlling ten percent (10%) [TEXT REDACTED] or more of the voting power of Bank, (ii) any officer or director of Bank and (iiiii) any person actively participating in the control of Bank’s business. (j) Neither Bank norBank, nor to its actual the best of Bank’s knowledge, any of its Affiliates nor any of their respective officers, officers or directors or members is a Person (or to Bank’s knowledge, is owned or controlled by a Person) that (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged felony involving a crime of moral turpitude. (k) Bank and each of its Affiliates is in compliance in all material respects with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws. Without limiting the generality of the foregoing, to the extent required by the Anti-Money Laundering Laws or Anti-Corruption Laws, Bank has established an anti-money laundering compliance program that is in compliance, in all material respects, with the Anti-Money Laundering Laws and Anti-Corruption Laws. (l) Bank agrees to maintain policies has in full force and procedures effect insurance in accordance such amounts and with Applicable Laws, including procedures relating to periodic training and on-going monitoring of Bank andsuch terms, as warranted, Bank Third Party Service Providers. (m) The provisions of this Agreement is customary and reasonably required in the performance of each conduct of its obligations hereunder do not conflict with Bank’s organizational or governing documents, or any material agreement, contract, lease, order or obligation to which Bank is a party or by which Bank is bound, including any exclusivity or other provisions of any other agreement to which Bank or any related entity is a party, and including any non-compete agreement or similar agreement limiting the right of Bank to engage in activities competitive with the business of any other party or Governmental Authority that Bank is subject tobusiness. (n) No approval, authorization or other action by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by it of this Agreement other than approvals and authorizations that have previously been obtained and filings which have previously been made. (o) There is no action, suit, proceeding or investigation pending or, to the actual knowledge of Bank, threatened against Bank seeking a determination or ruling which, either in any one instance or in the aggregate, would reasonably be expected to in a Material Adverse Effect with respect to Bank or would render this Agreement invalid, or asserting the invalidity of, or seeking to prevent the consummation of any of the transactions contemplated by, this Agreement. No proceeding has been instituted against Bank seeking to adjudicate it bankrupt or insolvent, or seeking the liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for Bank or any substantial part of its property.

Bank’s Representations and Warranties. Bank makes the following warranties and representations to UNISunlight: (a) This Agreement constitutes a valid and binding obligation of Bank, enforceable against Bank in accordance with its terms except (i) to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect, which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (b) Bank is an FDIC-insured New Jersey state-chartered bank, duly organized, validly existing, and in good standing under the laws of the State of New Jersey. (c) Bank has full corporate power and authority to execute, deliver and perform all of its obligations under this Agreement. (d) The execution of this Agreement and the completion of all actions required or contemplated to be taken by Bank hereunder are within the ordinary course of Bank’s business and are not prohibited by Applicable Laws. (e) The execution, delivery and performance of this Agreement have been duly authorized by Bank, and are not in conflict with and do not violate the terms of the charter or by-laws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party. (f) Bank has the authority to make originate Loans in accordance with on the Program Terms to the Borrowers who meet the minimum Credit Policy requirements established in the Program Guidelines, as contemplated hereunder. (g) Bank has the authority to make originate Loans in each state in which Loans are made originated under the Program. (h) As of the date of origination, (i) to the best of Bank’s actual knowledge, each Loan meets the criteria outlined in the Program Guidelines; (ii) each Loan has not been satisfied, subordinated or rescinded, and no right of rescission, set-off, counterclaim or defense exists or has been asserted with respect to such Loan; (iii) each Loan was made and each Loan Amount disbursed by Bank in accordance with Applicable Laws; and (iv) there is no action before any state or federal court, administrative or regulatory body involving the Loan in which an adverse result would have a Material Adverse Effect upon the validity or enforceability of the Loan. (i) Neither Bank nor any principal thereof has been or is the subject of any of the following that will materially affect Bank’s ability to perform under this Agreement: (A) an enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty or similar agreement concerning the Program; (B) an administrative or enforcement proceeding or investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, any banking regulator or any other state or federal Regulatory Authority; or (C) a restraining order, decree, injunction or judgment in any proceeding or lawsuit alleging fraud or deceptive practices on the part of Bank or any principal thereof. For purposes of this Section 9.2(k) the word “principal” of Bank shall include (i) any person owning or controlling ten percent (10%) or more of the voting power of Bank and (ii) any person actively participating in the control of Bank’s business. (j) Neither Bank nor, to its actual knowledge, any of its respective officers, directors or members is a Person (or to Bank’s knowledge, is owned or controlled by a Person) that (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged felony involving a crime of moral turpitude. (k) Bank is in compliance in all material respects with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws. Without limiting the generality of the foregoing, to the extent required by the Anti-Money Laundering Laws or Anti-Corruption Laws, Bank has established an anti-money laundering compliance program that is in compliance, in all material respects, with the Anti-Money Laundering Laws and Anti-Corruption Laws. (l) Bank agrees to maintain policies and procedures in accordance with Applicable Laws, including procedures relating to periodic training and on-going monitoring of Bank and, as warranted, Bank Third Party Service Providers. (m) The provisions of this Agreement and the performance of each of its obligations hereunder do not conflict with Bank’s organizational or governing documents, or any material agreement, contract, lease, order or obligation to which Bank is a party or by which Bank is bound, including any exclusivity or other provisions of any other agreement to which Bank or any related entity is a party, and including any non-compete agreement or similar agreement limiting the right of Bank to engage in activities competitive with the business of any other party or Governmental Authority that Bank is subject to. (n) No approval, authorization or other action by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by it of this Agreement other than approvals and authorizations that have previously been obtained and filings which have previously been made. (o) There is no action, suit, proceeding or investigation pending or, to the actual knowledge of Bank, threatened against Bank seeking a determination or ruling which, either in any one instance or in the aggregate, would reasonably be expected to in a Material Adverse Effect with respect to Bank or would render this Agreement invalid, or asserting the invalidity of, or seeking to prevent the consummation of any of the transactions contemplated by, this Agreement. No proceeding has been instituted against Bank seeking to adjudicate it bankrupt or insolvent, or seeking the liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for Bank or any substantial part of its property.

Bank’s Representations and Warranties. Bank makes the following warranties and representations to UNIService Agent as of the Effective Date and on each date Bank funds a Loan under the Program, all of which shall only survive until the end of the term of this Program Agreement, including all extensions: (a) This Program Agreement constitutes a valid is valid, binding and binding obligation of Bank, enforceable against Bank in accordance with its terms terms, except (ia) to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, bankruptcy reorganization, receivership, moratorium, conservatorship or other similar laws now or hereafter in effect, including the rights and obligations of receivers and conservators pursuant to 12 U.S.C. §§ 1821 (d) and (e), which may affect the enforcement of creditors’ rights in general, and (iib) as to the extent that such enforceability may be limited by general principles of equity (whether considered in a suit at in law or in equity), and Bank has received all necessary approvals for such purposes or is not required to obtain the approval of any Regulatory Authority or other party to enter into this Program Agreement or perform its obligations hereunder. (b) Bank is an FDIC-insured New Jersey Utah state-chartered bank, duly organized, validly existing, and in good standing under the laws of Utah and applicable federal law and is qualified to do business in each state in which the State nature of New Jerseyits activities makes such qualification necessary or required, except where the failure to be so qualified would not reasonably be expected to have, either individually or in the aggregate, a material adverse effect on Bank’s ability to perform any of its material obligations under this Program Agreement. (c) Bank has the full corporate power and authority to execute, execute and deliver this Program Agreement and perform all of its duties and obligations under this Agreementhereunder. (d) The execution of this Program Agreement and the completion of all actions required or contemplated to be taken by Bank hereunder are within the ordinary course of Bank’s business and not prohibited by Applicable Laws. (e) The execution, delivery and performance of this Agreement have been duly authorized by Bank, and are not in conflict with and do not violate the terms of the charter or by-laws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party. (f) Bank has the authority to make Loans in accordance with the Program Terms to the Borrowers who meet the minimum Credit Policy requirements established in the Program Guidelines, as contemplated hereunder. (g) Bank has the authority to make Loans in each state in which Loans are made under the Program. (h) As of the date of origination, (i) to the best of Bank’s actual knowledge, each Loan meets the criteria outlined in the Program Guidelines; (ii) each Loan has not been satisfied, subordinated or rescinded, and no right of rescission, set-off, counterclaim or defense exists or has been asserted with respect to such Loan; (iii) each Loan was made and each Loan Amount disbursed by Bank in accordance with Applicable Laws; and (iv) there is no action before any state or federal court, administrative or regulatory body involving the Loan in which an adverse result would have a Material Adverse Effect upon the validity or enforceability of the Loan. (i) Neither Bank nor any principal thereof has been or is the subject of any of the following that will materially affect Bank’s ability to perform under this Agreement: (A) an enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty or similar agreement concerning the Program; (B) an administrative or enforcement proceeding or investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, any banking regulator or any other state or federal Regulatory Authority; or (C) a restraining order, decree, injunction or judgment in any proceeding or lawsuit alleging fraud or deceptive practices on the part of Bank or any principal thereof. For purposes of this Section 9.2(k) the word “principal” of Bank shall include (i) any person owning or controlling ten percent (10%) or more of the voting power of Bank and (ii) any person actively participating in the control of Bank’s business. (j) Neither Bank nor, to its actual knowledge, any of its respective officers, directors or members is a Person (or to Bank’s knowledge, is owned or controlled by a Person) that (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged felony involving a crime of moral turpitude. (k) Bank is in compliance in all material respects with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws. Without limiting the generality of the foregoing, to the extent required by the Anti-Money Laundering Laws or Anti-Corruption Laws, Bank has established an anti-money laundering compliance program that is in compliance, in all material respects, with the Anti-Money Laundering Laws and Anti-Corruption Laws. (l) Bank agrees to maintain policies and procedures in accordance with Applicable Laws, including procedures relating to periodic training and on-going monitoring of Bank and, as warranted, Bank Third Party Service Providers. (m) The provisions of this Program Agreement and the performance by Bank of each of its obligations hereunder do not conflict with Bank’s organizational or governing documentsArticles of Incorporation, Bylaws or any material agreement, contract, lease, order lease or obligation to which Bank is a party or by which Bank is bound, including any exclusivity or other provisions of any other agreement to which Bank or any related entity is a party, and including any non-compete agreement or similar agreement limiting the right of Bank to engage in activities competitive with the business of any other party nor any regulatory or Governmental Authority governmental authority that Bank is subject to, in each case, except as would not reasonably be expected to have a material adverse effect on Bank’s ability to perform any of its material obligations under this Program Agreement. (nf) No approval, authorization or other action by, or filing with, any Governmental Authority is required Bank has the authority to originate the Loans under Utah banking law in connection accordance with the executionProgram Terms to the Borrowers who meet the Underwriting Requirements established in the Program Guidelines, delivery as contemplated hereunder. The Loans will be originated and performance funded by it of this Agreement other than approvals Bank and authorizations that have previously been obtained and filings which have previously been madewill conform with Applicable Laws. (og) There Neither Bank nor any principal thereof is no actionthe subject of any of the following: (i) Enforcement agreement, suitmemorandum of understanding, cease and desist order, administrative penalty or similar agreement concerning lending matters, or participation in the affairs of a financial institution; (ii) Administrative or enforcement proceeding or investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, any banking regulator or any other state or federal Regulatory Authority; or (iii) Restraining order, decree, injunction or judgment in any proceeding or lawsuit alleging fraud or deceptive practices on the part of Bank or any principal thereof. For purposes of this subsection the word “principal” of Bank shall include (i) any Person owning or controlling 25% or more of the voting power of Bank, (ii) any officer or director of Bank and (iii) any Person actively participating in the control of Bank’s business. If Bank or any principal thereof has been or is the subject of any of the events listed in Subsection (g) during the term of this Program Agreement, Bank will notify Service Agent immediately. The occurrence of such event listed in this subsection constitutes an Event of Default under this Program Agreement. (h) There are no investigations or proceedings pending or, to the actual best knowledge of Bank, threatened against Bank seeking a determination or ruling which, either in any one instance or in the aggregate, would reasonably be expected to in a Material Adverse Effect with respect to Bank or would render this Agreement invalid, or asserting the invalidity of, or (i) seeking to prevent the consummation completion of any of the transactions contemplated byby Bank pursuant to this Program Agreement (ii) asserting the invalidity or enforceability of this Program Agreement, (iii) seeking any determination or ruling that could reasonably be expected to adversely and materially affect the performance by Bank of its obligations under this Program Agreement. No proceeding has been instituted against Bank , (iv) seeking to adjudicate it bankrupt any determination or insolventruling that, in the reasonable discretion of Bank, would adversely and materially affect the validity or enforceability of this Program Agreement, or seeking the liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it (v) would have a materially adverse financial effect on Bank or its debts under operations if resolved adversely to it. (i) Bank has filed when due (or received proper extensions) all federal and state tax returns which are required to be filed and paid all taxes, including any law relating assessments received by it, to bankruptcythe extent that such taxes have become due (other than taxes, insolvency the amount or reorganization validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on its books). (j) Bank shall furnish to Service Agent any reasonable information, documents, records or relief reports with respect to the Loans as Service Agent may from time to time request, in each case promptly in consideration of debtors, or seeking the entry scope of an order for relief or the appointment of a receiver, trustee or other similar official for Bank or any substantial part of its propertysuch request.

Bank’s Representations and Warranties. Bank makes the following warranties and representations to UNICompany, each of which shall be made continuously during this Agreement: (a) This Agreement constitutes a valid and binding obligation of Bank, enforceable against Bank in accordance with its terms except (i) to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect, which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity)) and Bank has received all necessary approval and consents, to the extent applicable, for the execution, delivery and performance by it of this Agreement. (b) Bank is an FDIC-insured New Jersey state-chartered a national bank, duly organized, validly existing, and in good standing under federal law, and is authorized, registered and licensed to do business in each state in which the laws nature of the State of New Jerseyits activities makes such authorization, registration or licensing necessary or required. (c) Bank has full corporate power and authority to execute, deliver and perform all of its obligations under this Agreement. (d) The execution of this Agreement and the completion performance of all actions required or contemplated to be taken by Bank hereunder are within the ordinary course of Bank’s business and not prohibited by Applicable Laws. (e) The execution, delivery and performance of this Agreement have been duly authorized by Bank, and are not in conflict with and do not violate the terms of the charter or by-laws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party. (f) Bank has the authority to make Loans in accordance with the Program Terms to the Borrowers who meet the minimum Credit Policy requirements established in the Program Guidelines, as contemplated hereunder. (g) Bank has the authority to make Loans in each state in which Loans are made under the Program. (h) As of the date of origination, (i) to the best of Bank’s actual knowledge, each Loan meets the criteria outlined in the Program Guidelines; (ii) each Loan has not been satisfied, subordinated or rescinded, and no right of rescission, set-off, counterclaim or defense exists or has been asserted with respect to such Loan; (iii) each Loan was made and each Loan Amount disbursed by Bank in accordance with Applicable Laws; and (iv) there is no action before any state or federal court, administrative or regulatory body involving the Loan in which an adverse result would have a Material Adverse Effect upon the validity or enforceability of the Loan. (i) Neither Bank nor any principal thereof has been or is the subject of any of the following that will materially affect Bank’s ability to perform under this Agreement: (A) an enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty or similar agreement concerning the Program; (B) an administrative or enforcement proceeding or investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, any banking regulator or any other state or federal Regulatory Authority; or (C) a restraining order, decree, injunction or judgment in any proceeding or lawsuit alleging fraud or deceptive practices on the part of Bank or any principal thereof. For purposes of this Section 9.2(k) the word “principal” of Bank shall include (i) any person owning or controlling ten percent (10%) or more of the voting power of Bank and (ii) any person actively participating in the control of Bank’s business. (j) Neither Bank nor, to its actual knowledge, any of its respective officers, directors or members is a Person (or to Bank’s knowledge, is owned or controlled by a Person) that (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged felony involving a crime of moral turpitude. (k) Bank is in compliance in all material respects with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws. Without limiting the generality of the foregoing, to the extent required by the Anti-Money Laundering Laws or Anti-Corruption Laws, Bank has established an anti-money laundering compliance program that is in compliance, in all material respects, with the Anti-Money Laundering Laws and Anti-Corruption Laws. (l) Bank agrees to maintain policies and procedures in accordance with Applicable Laws, including procedures relating to periodic training and on-going monitoring of Bank and, as warranted, Bank Third Party Service Providers. (m) The provisions of this Agreement and the performance of each of its Bank’s obligations hereunder do not conflict with Bank’s organizational or governing documents, or any material agreement, contract, lease, order or obligation to which Bank is a party or by which Bank is bound, including any exclusivity or other provisions of any other agreement to which Bank or any related entity is a party, and including any non-compete agreement or similar agreement limiting the right of Bank to engage in activities competitive with the business of any other party or Governmental Authority that Bank is subject toparty. (nf) No approval, authorization or other action by, or filing with, any Governmental Authority is required Other than as previously disclosed to Company in connection with the execution, delivery and performance by it of this Agreement other than approvals and authorizations that have previously been obtained and filings which have previously been made. (o) There is no action, suit, proceeding or investigation pending or, writing prior to the actual knowledge of BankEffective Date, there are no investigations or proceedings pending threatened against Bank seeking a determination (or ruling which, either in any one instance or in the aggregate, would reasonably be expected to in a Material Adverse Effect with respect to Bank or would render this Agreement invalid, or asserting the invalidity of, or of its Affiliates) (i) seeking to prevent the consummation completion of any of the transactions contemplated by, pursuant to this Agreement (ii) asserting the invalidity or unenforceability of this Agreement. No proceeding , (iii) seeking any determination or ruling that would adversely and materially affect the performance by Bank of its obligations under the Program Documents, (iv) seeking any determination or ruling that would adversely and materially affect the validity or enforceability of the Loans or this Agreement or (v) that would have a materially adverse financial effect on Bank, or its operations if resolved adversely to it. (g) Unless otherwise prohibited by Applicable Laws or a Regulatory Authority, Bank shall promptly notify Company of any action, suit, litigation, proceeding, facts and circumstances, and of all tax deficiencies and other proceedings before governmental bodies or officials affecting Bank (or its Affiliates), and the threat of reasonable prospect of same, which (i) relate to a Program or this Agreement, (ii) might give rise to any indemnification obligation pursuant to Article X or (iii) might materially and adversely affect Bank’s ability to perform its obligations under this Agreement. (h) Other than as previously disclosed to Company in writing prior to the Effective Date, neither Bank nor any principal thereof has been instituted against Bank seeking or is the subject of any of the following that would have a material adverse effect on Bank’s ability to adjudicate it bankrupt perform its obligations hereunder: (i) An enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty or insolventsimilar agreement concerning lending matters, or seeking participation in the liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment affairs of a receiverfinancial institution; (ii) An administrative or enforcement proceeding or investigation commenced by the Securities Exchange Commission, trustee a state securities regulatory authority, Federal Trade Commission, any banking regulator or any other similar official for state or federal Regulatory Authority, with the exception of routine communications from a Regulatory Authority concerning a consumer complaint and routine examinations of Bank conducted by a Regulatory Authority in the ordinary course of Bank’s business; or (iii) A restraining order, decree, injunction or judgment in any proceeding or lawsuit alleging fraud or deceptive practices on the part of Bank or any substantial principal thereof. For purposes of this Section 9.2(f) the word “principal” of Bank shall include (i) any person owning or controlling ten percent (10%) or more of the voting power of Bank, (ii) any officer or director of Bank and (iii) any person actively participating in the control of Bank’s business. (i) Bank is solvent and it does not believe, nor does it have any reason or cause to believe, that it cannot perform its obligations contained in this Agreement. (j) Excluding any compliance obligations, the performance of which Bank has delegated to Company pursuant to the terms of this Agreement, Bank is otherwise in compliance in all material respects with all Applicable Laws so as not to have a material adverse effect on the Loans, including the Retained Loans and Bank has not delegated any obligations on its part in connection with the permissibility of its propertythe exportation of South Dakota rates to the Loans. (k) Bank is located in South Dakota for purposes of 12 U.S.C. § 1463(b) or 12 U.S.C § 85, as applicable, and, as of the Effective Date, has the authority under such section to charge interest allowed by the laws of South Dakota on a Loan made to a Borrower who resides anywhere in the United States.

Bank’s Representations and Warranties. Bank makes the following warranties and representations to UNISunlight: (a) This Agreement constitutes a valid and binding obligation of Bank, enforceable against Bank in accordance with its terms except (i) to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect, which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (b) Bank is an FDIC-insured New Jersey state-chartered bankBank, duly organized, validly existing, and in good standing under the laws of the State of New Jersey. (c) Bank has full corporate power and authority to execute, deliver and perform all of its obligations under this Agreement. (d) The execution of this Agreement and the completion of all actions required or contemplated to be taken by Bank hereunder are within the ordinary course of Bank’s business and are not prohibited by Applicable Laws. (e) The execution, delivery and performance of this Agreement have been duly authorized by Bank, and are not in conflict with and do not violate the terms of the charter or by-laws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party. (f) Bank has the authority to make originate Loans in accordance with on the Program Terms to the Borrowers who meet the minimum Credit Policy requirements established in the Program Guidelines, as contemplated hereunder. (g) Bank has the authority to make originate Loans in each state in which Loans are made originated under the Program. (h) As of the date of origination, (i) to the best of Bank’s actual knowledge, each Loan meets the criteria outlined in the Program Guidelines; (ii) each Loan has not been satisfied, subordinated or rescinded, and no right of rescission, set-off, counterclaim or defense exists or has been asserted with respect to such Loan; (iii) each Loan was made and each Loan Amount disbursed by Bank in accordance with Applicable Laws; and (iv) there is no action before any state or federal court, administrative or regulatory body involving the Loan in which an adverse result would have a Material Adverse Effect upon the validity or enforceability of the Loan. (i) Neither Bank nor any principal thereof has been or is the subject of any of the following that will materially affect Bank’s ability to perform under this Agreement: (A) an enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty or similar agreement concerning the Program; (B) an administrative or enforcement proceeding or investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, any banking regulator or any other state or federal Regulatory Authority; or (C) a restraining order, decree, injunction or judgment in any proceeding or lawsuit alleging fraud or deceptive practices on the part of Bank or any principal thereof. For purposes of this Section 9.2(k) the word “principal” of Bank shall include (i) any person owning or controlling ten percent (10%) or more of the voting power of Bank and (ii) any person actively participating in the control of Bank’s business. (j) Neither Bank nor, to its actual knowledge, any of its respective officers, directors or members is a Person (or to Bank’s knowledge, is owned or controlled by a Person) that (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged felony involving a crime of moral turpitude. (k) Bank is in compliance in all material respects with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws. Without limiting the generality of the foregoing, to the extent required by the Anti-Money Laundering Laws or Anti-Corruption Laws, Bank has established an anti-money laundering compliance program that is in compliance, in all material respects, with the Anti-Money Laundering Laws and Anti-Corruption Laws. (l) Bank agrees to maintain policies and procedures in accordance with Applicable Laws, including procedures relating to periodic training and on-going monitoring of Bank and, as warranted, Bank Third Party Service Providers. (m) The provisions of this Agreement and the performance of each of its obligations hereunder do not conflict with Bank’s organizational or governing documents, or any material agreement, contract, lease, order or obligation to which Bank is a party or by which Bank is bound, including any exclusivity or other provisions of any other agreement to which Bank or any related entity is a party, and including any non-compete agreement or similar agreement limiting the right of Bank to engage in activities competitive with the business of any other party or Governmental Authority that Bank is subject to. (n) No approval, authorization or other action by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by it of this Agreement other than approvals and authorizations that have previously been obtained and filings which have previously been made. (o) There is no action, suit, proceeding or investigation pending or, to the actual knowledge of Bank, threatened against Bank seeking a determination or ruling which, either in any one instance or in the aggregate, would reasonably be expected to in a Material Adverse Effect with respect to Bank or would render this Agreement invalid, or asserting the invalidity of, or seeking to prevent the consummation of any of the transactions contemplated by, this Agreement. No proceeding has been instituted against Bank seeking to adjudicate it bankrupt or insolvent, or seeking the liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for Bank or any substantial part of its property.

Bank’s Representations and Warranties. Bank makes the following warranties and representations to UNISunlight: (a) This Agreement constitutes a valid and binding obligation of Bank, enforceable against Bank in accordance with its terms except (i) to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect, which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (b) Bank is an FDIC-insured New Jersey state-chartered bank, duly organized, validly existing, and in good standing under the laws of the State of New Jersey. (c) Bank has full corporate power and authority to execute, deliver and perform all of its obligations under this Agreement. (d) The execution of this Agreement and the completion of all actions required or contemplated to be taken by Bank hereunder are within the ordinary course of Bank’s business and are not prohibited by Applicable Laws. (e) The execution, delivery and performance of this Agreement have been duly authorized by Bank, Bank and are not in conflict with and do not violate the terms of the charter or by-by- laws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party. (f) Bank has the authority to make originate Loans in accordance with on the Program Terms to the Borrowers who meet the minimum Credit Policy requirements established in the Program Guidelines, as contemplated hereunder. (g) Bank has the authority to make originate Loans in each state in which Loans are made originated under the Program. (h) As of the date of origination, (i) to the best of Bank’s actual knowledge, each Loan meets the criteria outlined in the Program Guidelines; (ii) each Loan has not been satisfied, subordinated or rescinded, and no right of rescission, set-off, counterclaim or defense exists or has been asserted with respect to such Loan; (iii) each Loan was made and each Loan Amount disbursed by Bank in accordance with Applicable Laws; and (iv) there is no action before any state or federal court, administrative or regulatory body involving the Loan in which an adverse result would have a Material Adverse Effect upon the validity or enforceability of the Loan. (i) Neither Bank nor any principal thereof has been or is the subject of any of the following that will materially affect Bank’s ability to perform under this Agreement: (A) an enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty or similar agreement concerning the Program; (B) an administrative or enforcement proceeding or investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, any banking regulator or any other state or federal Regulatory Authority; or (C) a restraining order, decree, injunction or judgment in any proceeding or lawsuit alleging fraud or deceptive practices on the part of Bank or any principal thereof. For purposes of this Section 9.2(k) the word “principal” of Bank shall include (i) any person owning or controlling ten percent (10%) or more of the voting power of Bank and (ii) any person actively participating in the control of Bank’s business. (j) Neither Bank nor, to its actual knowledge, any of its respective officers, directors or members is a Person (or to Bank’s knowledge, is owned or controlled by a Person) that (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged felony involving a crime of moral turpitude. (k) Bank is in compliance in all material respects with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws. Without limiting the generality of the foregoing, to the extent required by the Anti-Money Laundering Laws or Anti-Corruption Laws, Bank has established an anti-money laundering compliance program that is in compliance, in all material respects, with the Anti-Money Laundering Laws and Anti-Corruption Laws. (l) Bank agrees to maintain policies and procedures in accordance with Applicable Laws, including procedures relating to periodic training and on-going monitoring of Bank and, as warranted, Bank Third Party Service Providers. (m) The provisions of this Agreement and the performance of each of its obligations hereunder do not conflict with Bank’s organizational or governing documents, or any material agreement, contract, lease, order or obligation to which Bank is a party or by which Bank is bound, including any exclusivity or other provisions of any other agreement to which Bank or any related entity is a party, and including any non-compete agreement or similar agreement limiting the right of Bank to engage in activities competitive with the business of any other party or Governmental Authority that Bank is subject to. (n) No approval, authorization or other action by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by it of this Agreement other than approvals and authorizations that have previously been obtained and filings which have previously been made. (o) There is no action, suit, proceeding or investigation pending or, to the actual knowledge of Bank, threatened against Bank seeking a determination or ruling which, either in any one instance or in the aggregate, would reasonably be expected to in a Material Adverse Effect with respect to Bank or would render this Agreement invalid, or asserting the invalidity of, or seeking to prevent the consummation of any of the transactions contemplated by, this Agreement. No proceeding has been instituted against Bank seeking to adjudicate it bankrupt or insolvent, or seeking the liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for Bank or any substantial part of its property.

Bank’s Representations and Warranties. Bank makes the following warranties and representations to UNISunlight: (a) This Agreement constitutes a valid and binding obligation of Bank, enforceable against Bank in accordance with its terms except (i) to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect, which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity). (b) Bank is an FDIC-insured New Jersey state-chartered bank, duly organized, validly existing, and in good standing under the laws of the State of New Jersey. (c) Bank has full corporate power and authority to execute, deliver and perform all of its obligations under this Agreement. (d) The execution of this Agreement and the completion of all actions required or contemplated to be taken by Bank hereunder are within the ordinary course of Bank’s business and are not prohibited by Applicable Laws. (e) The execution, delivery and performance of this Agreement have been duly authorized by Bank, and are not in conflict with and do not violate the terms of the charter or by-laws bylaws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party. (f) Bank has the authority to make originate Loans in accordance with on the Program Terms to the Borrowers who meet the minimum Credit Policy requirements established in the Program Guidelines, as contemplated hereunder. (g) Bank has the authority to make originate Loans in each state in which Loans are made originated under the Program. (h) As of the date of origination, (i) to the best of Bank’s actual knowledge, each Loan meets the criteria outlined in the Program Guidelines; (ii) each Loan has not been satisfied, subordinated or rescinded, and no right of rescission, set-off, counterclaim or defense exists or has been asserted with respect to such Loan; (iii) each Loan was made and each Loan Amount disbursed by Bank in accordance with Applicable Laws; and (iv) there is no action before any state or federal court, administrative or regulatory body involving the Loan in which an adverse result would have a Material Adverse Effect upon the validity or enforceability of the Loan[Reserved]. (i) Neither Bank nor nor, to the best of Bank’s knowledge, any principal thereof has been or is the subject of any of the following that will materially affect Bank’s ability following, the result of which would cause Bank to be unable to perform under this Agreementits obligations hereunder: (Ai) an enforcement Enforcement agreement, memorandum of understanding, cease and desist order, administrative penalty or similar agreement concerning lending matters, or participation in the Programaffairs of a financial institution; (Bii) an administrative Administrative or enforcement proceeding or investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, any banking regulator or any other state or federal Regulatory Authority; or (Ciii) a restraining Restraining order, decree, injunction or judgment in any proceeding or lawsuit alleging fraud or deceptive practices on the part of Bank or any principal thereof. For purposes of this Section 9.2(k) the word “principal” of Bank shall include (i) any person owning or controlling ten percent (10%) [***] or more of the voting power of Bank, (ii) any officer or director of Bank and (iiiii) any person actively participating in the control of Bank’s business. (j) Neither Bank norBank, nor to its actual the best of Bank’s knowledge, any of its Affiliates nor any of their respective officers, officers or directors or members is a Person (or to Bank’s knowledge, is owned or controlled by a Person) that (i) is listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in Presidential Executive Order No. 13224 (Sept. 23, 2001) or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense, or (iv) is currently under investigation by any Governmental Authority for alleged felony involving a crime of moral turpitude. (k) Bank and each of its Affiliates is in compliance in all material respects with all applicable Anti-Money Laundering Laws and Anti-Corruption Laws. Without limiting the generality of the foregoing, to the extent required by the Anti-Money Laundering Laws or Anti-Corruption Laws, Bank has established an anti-money laundering compliance program that is in compliance, in all material respects, with the Anti-Money Laundering Laws and Anti-Corruption Laws. (l) Bank agrees to maintain policies has in full force and procedures effect insurance in accordance such amounts and with Applicable Laws, including procedures relating to periodic training and on-going monitoring of Bank andsuch terms, as warranted, Bank Third Party Service Providers. (m) The provisions of this Agreement follows:is customary and reasonably required in the performance of each conduct of its obligations hereunder do not conflict with Bank’s organizational or governing documents, or any material agreement, contract, lease, order or obligation to which Bank is a party or by which Bank is bound, including any exclusivity or other provisions of any other agreement to which Bank or any related entity is a party, and including any non-compete agreement or similar agreement limiting the right of Bank to engage in activities competitive with the business of any other party or Governmental Authority that Bank is subject tobusiness. (n) No approval, authorization or other action by, or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by it of this Agreement other than approvals and authorizations that have previously been obtained and filings which have previously been made. (o) There is no action, suit, proceeding or investigation pending or, to the actual knowledge of Bank, threatened against Bank seeking a determination or ruling which, either in any one instance or in the aggregate, would reasonably be expected to in a Material Adverse Effect with respect to Bank or would render this Agreement invalid, or asserting the invalidity of, or seeking to prevent the consummation of any of the transactions contemplated by, this Agreement. No proceeding has been instituted against Bank seeking to adjudicate it bankrupt or insolvent, or seeking the liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for Bank or any substantial part of its property.