Common use of Duties and Responsibilities of Bank Clause in Contracts

Duties and Responsibilities of Bank. Bank shall perform and discharge the following duties and responsibilities in connection with the Program: (a) Bank may modify the Program Guidelines from time to time in its discretion in accordance with Section 2.3(a). (b) Bank shall establish and maintain such controls as may be reasonably necessary to adequately control, monitor and supervise the operation of the Program, including the approval of each Loan. Neither Bank’s failure to establish and maintain any such controls nor the inadequacy of any Bank’s controls shall relieve UNI of its separate and independent obligations to establish and maintain its own such controls or to comply with the Program Guidelines and Applicable Laws. (c) Bank shall manage the Program in a good faith effort, employing at least the same degree of care, skill and attention that Bank devotes to the management of its other assets. (d) Bank shall review each Loan Application submitted through the UNI Platform and fund all Loans upon Bank’s approval in the manner set out in the Program Guidelines. All Loans shall be originated by Bank using UNI’s services described herein. UNI acknowledges that approval of a Loan Application, making of loans and provision of funding by Bank creates a creditor-borrower relationship between Bank and Borrower which involves, among other things, the Bank’s extension of credit, the disbursement of the Loan, and the right to collect the Loan payments. Bank shall have the sole and exclusive authority to approve or deny any or all Loan Applications. Bank shall provide UNI prompt notice after making a decision not to extend credit to any one or more Loan Applicants. (e) Bank shall be responsible for approving all Loan Documents for UNI’s use in connection with the Program, including: (i) the online Loan Application information requirements; and (ii) form of individual loan agreements to be used. The parties acknowledge that Bank is the creditor and the Loan Documents shall refer to Bank as the creditor for all Loans. In the event Bank elects to change the Loan Documents, the provisions of Section 2.3 shall apply. UNI shall not be obligated to continue to promote or market the Program, nor to accept or process Loan Applications or facilitate the disbursement of funds in relation to credit through the UNI Platform, during any period when there is not agreement between UNI and the Bank concerning any Loan Documents. (f) Bank shall enter into all arrangements with credit bureaus related to the Program and appoint UNI as agent for purposes of obtaining credit report information from any credit bureau and any other interactions with credit bureaus related to the Program. (g) Bank shall designate a Program Manager. If Bank’s Program Manager and UNI’s Program Manager are unable to reach agreement, then the dispute will be referred to the President or another authorized officer of Bank and the Chief Executive Officer or another authorized officer of UNI who will work together in good faith towards a resolution. If the parties are unable to resolve the dispute, a party may, upon written notice to the other party, resolve the dispute in accordance with Section 10.3. (h) Subject to Applicable Law and the confidentiality requirements set forth herein, Bank shall notify UNI of the occurrence of any Termination Event applicable to it as soon as reasonably practicable. (i) Bank shall comply with Applicable Laws in connection with its duties hereunder, including as set forth in Exhibit C attached hereto.

Duties and Responsibilities of Bank. Bank shall perform and discharge the following duties and responsibilities in connection with the Program: (a) Bank shall comply with any reporting requirements of the New Jersey Department of Banking and Insurance or the FDIC applicable to Bank’s performance of this Agreement. (b) Bank may modify the Program Guidelines from time to time in its reasonable discretion in accordance with Section 2.3(a)2.3. (bc) Bank shall establish and maintain such controls as may be reasonably necessary to adequately control, monitor and supervise the operation of the Program, including the approval of each Loan. Neither Bank shall be solely responsible for the cost of such activities. All Loan Application processing functions performed by Platform Agent hereunder shall be supervised by Bank and Bank shall review and audit Loan Applications to determine compliance with the Program Guidelines; provided that neither Bank’s failure to establish and maintain any such controls nor the inadequacy of any Bank’s controls shall relieve UNI Platform Agent of its separate and independent obligations to establish and maintain its own such controls or to comply with the Program Guidelines and Applicable Laws. (cd) Bank shall manage the Program in a good faith effortfaith, employing at least the same degree of care, skill and attention that Bank devotes to the management of its other assets. (de) Bank shall review each Loan Application submitted through the UNI Platform and fund all Loans upon Bank’s approval in the manner set out forth in the Program Guidelines. All Loans Notwithstanding anything contained in this Agreement, nothing in this Agreement shall be originated by obligate Bank using UNI’s services described herein. UNI acknowledges that approval of a Loan Application, making of loans and provision of funding by Bank creates a creditor-borrower relationship between Bank and Borrower which involves, among other things, the Bank’s extension of credit, the disbursement of the Loan, and the right to collect the Loan payments. Bank shall have the sole and exclusive authority to approve or deny any or all Loan Applications. Bank shall provide UNI prompt notice after making a decision not to extend credit to any one a Loan Applicant or more disburse a Loan Applicants. (e) if Bank shall determines in its reasonable discretion that doing so would be responsible for approving all Loan Documents for UNI’s use in connection with the Program, including: (i) the online Loan Application information requirements; and (ii) form of individual loan agreements to be used. The parties acknowledge that Bank is the creditor and the Loan Documents shall refer to Bank as the creditor for all Loans. In the event Bank elects to change the Loan Documents, the provisions of Section 2.3 shall apply. UNI shall not be obligated to continue to promote an unsafe or market the Program, nor to accept or process Loan Applications or facilitate the disbursement of funds in relation to credit through the UNI Platform, during any period when there is not agreement between UNI and the Bank concerning any Loan Documentsunsound banking practice. (f) Bank shall enter into all arrangements with credit bureaus related to the Program and appoint UNI as agent for purposes of obtaining credit report information from any credit bureau and any other interactions with credit bureaus related to the Program. (g) Bank shall designate a Program Manager. If Bank’s Program Manager and UNIPlatform Agent’s Program Manager shall meet monthly. If during the course of such meetings, Bank’s Program Manager and Platform Agent’s Program Manager are unable to reach agreementsolve a dispute which arises, then the dispute will be referred to the President or another authorized officer escalated within each of Bank and the Chief Executive Officer or another Platform Agent to authorized officer of UNI personnel who will work together in good faith towards a resolution. If the parties are unable to resolve the dispute, a party may, upon written notice to the other party, resolve the dispute in accordance with Section 10.3. (hg) Subject to Applicable Law and the confidentiality requirements set forth hereinUpon Platform Agent’s request, Bank shall notify UNI facilitate ACH debits from Merchant bank accounts for which Platform Agent has been properly authorized to initiate direct debits of the occurrence of any Termination Event applicable amounts owed to it as soon as reasonably practicablePlatform Agent. (i) Bank shall comply with Applicable Laws in connection with its duties hereunder, including as set forth in Exhibit C attached hereto.

Duties and Responsibilities of Bank. Bank shall perform and discharge the following duties and responsibilities in connection with the Program: (a) Bank may modify the Program Guidelines from time to time in its discretion in accordance with Section 2.3(a). (b) Bank shall establish and maintain such controls as may be reasonably necessary to adequately control, monitor and supervise the operation of the Program. Bank shall use good faith commercial efforts to provide Sunlight written notice of any Applicable Law or Rule to which Bank is subject in relation to the Program but to which, including to the approval best of each LoanBank’s knowledge, Sunlight is not generally subject. Neither Bank’s the failure by Bank to establish and maintain any such controls nor the inadequacy of any Bank’s Bank controls shall relieve UNI Sunlight of its separate and independent obligations to establish and maintain its own such controls or to comply with the Program Guidelines and Applicable LawsLaw. (b) Bank shall have the authority to review all Note forms, notices and other documents, promotional materials, Underwriting Requirements, standards and procedures, pricing standards, application forms, privacy policies, operations manuals and other policies and procedures applicable to the Program and/or the servicing of Loans, and all modifications to any of the foregoing, except as otherwise provided herein. Bank shall approve all forms of Note and forms of Loan Documents. (c) Bank shall manage the Program in a good faith effort, employing at least the same degree of care, skill and attention that Bank devotes to the management of its other assets. (d) On and subject to the terms hereof, except as provided otherwise in this Agreement, Bank shall review (i) originate all Loans meeting the Underwriting Requirements and (ii) be obligated to fund each Loan Application submitted through the UNI Platform and fund all Loans upon Bank’s approval in the manner set out in the Program Guidelines. All Loans shall be originated by Bank using UNI’s services described herein. UNI acknowledges that approval of relates to a Loan Application, making approval provided prior to the effective date of loans and provision of funding by Bank creates a creditor-borrower relationship between Bank and Borrower which involves, among other things, the Bank’s extension of credit, the disbursement of the Loan, and the right any termination pursuant to collect the Loan paymentsSection 8 notwithstanding any such termination. Bank shall have the sole and exclusive authority to approve or deny any or all will disburse Loan Applications. Bank shall provide UNI prompt notice after making a decision not to extend credit to any one or more Loan ApplicantsProceeds as provided in Section 5.3 hereof. (e) Bank shall be responsible for approving comply with its obligations under all Loan Documents for UNI’s use in connection with the Program, including: (i) the online Loan Application information requirements; and (ii) form of individual loan agreements to be used. The parties acknowledge that Bank is the creditor and the Loan Documents shall refer to Bank as the creditor for all Loans. In the event Bank elects to change the Loan Documents, the provisions of Section 2.3 shall apply. UNI shall not be obligated to continue to promote or market the Program, nor to accept or process Loan Applications or facilitate the disbursement of funds in relation to credit through the UNI Platform, during any period when there is not agreement between UNI and the Bank concerning any Loan Program Documents. (f) Bank shall enter into all arrangements with credit bureaus related to the Program and appoint UNI as agent for purposes of obtaining credit report information from any credit bureau and any other interactions with credit bureaus related to the Program. (g) Bank shall designate a Program Manager. If Bank’s Program Manager and UNI’s Program Manager are unable to reach agreement, then the dispute will be referred to the President or another authorized officer of Bank and the Chief Executive Officer or another authorized officer of UNI who will work together in good faith towards a resolution. If the parties are unable to resolve the dispute, a party may, upon written notice to the other party, resolve the dispute in accordance with Section 10.3. (h) Subject to Applicable Law and the confidentiality requirements set forth herein, Bank shall notify UNI of the occurrence of any Termination Event applicable to it as soon as reasonably practicable. (i) Bank shall comply with Applicable Laws in connection with its duties hereunder, including as set forth in Exhibit C attached hereto.

Duties and Responsibilities of Bank. Bank shall perform and discharge the following duties and responsibilities in connection with the Program: (a) Bank may modify the Program Guidelines from time to time in its discretion in accordance with Section 2.3(a). (b) Bank shall establish and maintain such controls as may be reasonably necessary to adequately control, monitor and supervise the operation of the Program. Bank shall use good faith commercial efforts to provide Sunlight with written notice of any Applicable Law or Rule to which Bank is subject but to which, including to the approval best of each LoanBank’s knowledge, Sunlight is not subject. Neither Bank’s the failure by Bank to establish and maintain any such controls nor the inadequacy of any Bank’s Bank controls shall relieve UNI Sunlight of its separate and independent obligations to establish and maintain its own such controls or to comply with the Program Guidelines and Applicable LawsLaw. (b) Bank shall have the authority to review all Note forms, notices and other documents, promotional materials, Underwriting Requirements, standards and procedures, pricing standards, application forms, privacy policies, operations manuals and other policies and procedures applicable to the Program and/or the servicing of Loans, and all modifications to any of the foregoing, except as otherwise provided herein. Bank shall approve all forms of Note and forms of Loan Documents. (c) Bank shall manage the Program in a good faith effort, employing at least the same degree of care, skill and attention that Bank devotes to the management of its other assets. (d) On and subject to the terms hereof, Bank shall review (i) originate all Loans meeting the Underwriting Requirements and (ii) be obligated to fund each Loan Application submitted through the UNI Platform and fund all Loans upon Bank’s approval in the manner set out in the Program Guidelines. All Loans shall be originated by Bank using UNI’s services described herein. UNI acknowledges that approval of relates to a Loan Application, making approval provided prior to the effective date of loans and provision of funding by Bank creates a creditor-borrower relationship between Bank and Borrower which involves, among other things, the Bank’s extension of credit, the disbursement of the Loan, and the right any termination pursuant to collect the Loan paymentsSection 8 notwithstanding any such termination. Bank shall have the sole and exclusive authority to approve or deny any or all will disburse Loan Applications. Bank shall provide UNI prompt notice after making a decision not to extend credit to any one or more Loan ApplicantsProceeds as provided in Section 5.3 hereof. (e) Bank shall be responsible for approving comply with its obligations under all Loan Documents for UNI’s use in connection with the Program, including: (i) the online Loan Application information requirements; and (ii) form of individual loan agreements to be used. The parties acknowledge that Bank is the creditor and the Loan Documents shall refer to Bank as the creditor for all Loans. In the event Bank elects to change the Loan Documents, the provisions of Section 2.3 shall apply. UNI shall not be obligated to continue to promote or market the Program, nor to accept or process Loan Applications or facilitate the disbursement of funds in relation to credit through the UNI Platform, during any period when there is not agreement between UNI and the Bank concerning any Loan Program Documents. (f) Bank shall enter into all arrangements with credit bureaus related to the Program and appoint UNI as agent for purposes of obtaining credit report information from any credit bureau and any other interactions with credit bureaus related to the Program. (g) Bank shall designate a Program Manager. If Bank’s Program Manager and UNI’s Program Manager are unable to reach agreement, then the dispute will be referred to the President or another authorized officer of Bank and the Chief Executive Officer or another authorized officer of UNI who will work together in good faith towards a resolution. If the parties are unable to resolve the dispute, a party may, upon written notice to the other party, resolve the dispute in accordance with Section 10.3. (h) Subject to Applicable Law and the confidentiality requirements set forth herein, Bank shall notify UNI of the occurrence of any Termination Event applicable to it as soon as reasonably practicable. (i) Bank shall comply with Applicable Laws in connection with its duties hereunder, including as set forth in Exhibit C attached hereto.

Duties and Responsibilities of Bank. Bank shall perform and discharge the following duties and responsibilities in connection with the Program: (a) Bank shall establish the initial Program Guidelines for the Program in consultation with Company, subject to Bank’s final approval, such approval not to be unreasonably withheld, conditioned or delayed. Bank may modify the Program Guidelines from time to time in its reasonable discretion subject to and in accordance with Section 2.3(a)2.2. (b) Bank shall establish put in place and maintain such controls as may be reasonably necessary to adequately control, monitor and supervise the operation of the Program, including the approval of each LoanProgram and Company’s services under this Agreement. Neither Bank’s failure to establish and maintain any such controls nor the inadequacy of any Bank’s controls shall not relieve UNI Company of its separate and independent obligations to establish and maintain its own such controls or to comply with the all Program Guidelines and Applicable Laws. (c) Bank shall manage originate and fund Loans in the manner set out in this Agreement. Provided Company has presented to Bank Loan Applications that are in compliance with the Underwriting Guidelines in sufficient volumes necessary for Bank to originate such Loans and subject to Company’s performance of its obligations under the Program Documents and Bank’s suspension rights as described in Section 8.1(d) of this Agreement, Bank shall originate and fund Loans having a total maximum original principal balance of [****] annually (the “Maximum Facility Amount”), unless Bank otherwise agrees to increase such amount in its sole discretion. For all originated and funded Loans, Bank shall enter into a Loan Agreement with the Borrower(s) and shall open a Loan account at Bank for the Borrower(s) with an associated identification number assigned by Company. Such account will remain with Bank and any subsequent Loans that Bank makes to the Borrower in the Program will be associated with such Bank Loan account. For avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, (A) any subsequent loan originated by Company under its state lending license with a Borrower in a good faith effortstate in which the Program is not offered will not be associated with the pre-existing Bank Loan account, employing at least and the same degree Borrower under such subsequent loan will be a joint customer of careBank and Company, skill and attention that (B) if the Loan is subsequent to a Borrower loan originated by Company under its state lending license in a state in which the Program is not offered, such Borrower will be a joint customer of Bank devotes to the management of its other assetsand Company. (d) Bank shall review each Loan Application submitted through the UNI Platform and fund sell all Loans upon Bank’s approval allocated to be sold in accordance with the manner set out in the Program Guidelines. All Loans shall be originated by Bank using UNI’s services described herein. UNI acknowledges that approval terms and conditions of a Loan Application, making of loans and provision of funding by Bank creates a creditor-borrower relationship between Bank and Borrower which involves, among other things, the Bank’s extension of credit, the disbursement of the Loan, this Agreement and the right to collect the related Loan payments. Bank shall have the sole and exclusive authority to approve or deny any or all Loan Applications. Bank shall provide UNI prompt notice after making a decision not to extend credit to any one or more Loan ApplicantsPurchase Agreement. (e) Bank shall be responsible for approving retain all Loan Documents for UNI’s use Loans allocated as Retained Loans in connection accordance with the Program, including: (i) the online Loan Application information requirements; terms and (ii) form conditions of individual loan agreements to be used. The parties acknowledge that Bank is the creditor and the Loan Documents shall refer to Bank as the creditor for all Loans. In the event Bank elects to change the Loan Documents, the provisions of Section 2.3 shall apply. UNI shall not be obligated to continue to promote or market the Program, nor to accept or process Loan Applications or facilitate the disbursement of funds in relation to credit through the UNI Platform, during any period when there is not agreement between UNI and the Bank concerning any Loan Documentsthis Agreement. (f) Bank shall enter into all arrangements with credit bureaus related be “well capitalized” as that term (or any replacement term therefore) is defined from time to time in federal banking regulations applicable to Bank’s capital, and shall have an overall “Satisfactory” or better rating under the Program and appoint UNI as agent for purposes of obtaining credit report information from any credit bureau and any other interactions with credit bureaus related to the ProgramCommunity Reinvestment Act. (g) Bank shall designate a Program Manager. If Bank’s Program Manager and UNI’s Program Manager are unable to reach agreement, then the dispute will be referred to the President or another authorized officer of Bank and the Chief Executive Officer or another authorized officer of UNI who will work together maintain its national charter in good faith towards a resolution. If standing under federal law and, as of the parties are unable to resolve the dispute, a party may, upon written notice to the other party, resolve the dispute in accordance with Section 10.3. (h) Subject to Applicable Law and the confidentiality requirements set forth hereinEffective Date, Bank shall notify UNI have the authority under 12 U.S.C. § 1463(b) or 12 U.S.C § 85, as applicable, to charge interest allowed by the laws of South Dakota on a Loan made to a Borrower who resides anywhere in the occurrence of any Termination Event applicable to it as soon as reasonably practicableUnited States. (i) Bank shall comply with Applicable Laws in connection with its duties hereunder, including as set forth in Exhibit C attached hereto.

Duties and Responsibilities of Bank. Bank shall perform and discharge the following duties and responsibilities in connection with the Program: (a) Bank may modify the Program Guidelines from time to time in its discretion in accordance with Section 2.3(a). (b) Bank shall establish and maintain such controls as may be reasonably necessary to adequately control, monitor and supervise the operation of the Program. Bank shall use good faith commercial efforts to provide Sunlight written notice of any Applicable Law or Rule to which it is subject but to which, including to the approval best of each LoanBank’s knowledge, Sunlight is not subject. Neither Bank’s the failure by Bank to establish and maintain any such controls nor the inadequacy of any Bank’s Bank controls shall relieve UNI Sunlight of its separate and independent obligations to establish and maintain its own such controls or to comply with the Program Guidelines and Applicable LawsLaw. (b) Bank shall have the authority to review all Note forms, notices and other documents, promotional materials, Underwriting Requirements, standards and procedures, pricing standards, application forms, privacy policies, operations manuals and other policies and procedures applicable to the Program and/or the servicing of Loans, and all modifications to any of the foregoing, except as otherwise provided herein. Bank shall approve all forms of Note and forms of Loan Documents. (c) Bank shall manage the Program in a good faith effort, employing at least the same degree of care, skill and attention that Bank devotes to the management of its other assets. (d) On and subject to the terms hereof, Bank shall review (i) make all Loans meeting the Underwriting Requirements and (ii) be obligated to fund each Loan Application submitted through the UNI Platform and fund all Loans upon Bank’s approval in the manner set out in the Program Guidelines. All Loans shall be originated by Bank using UNI’s services described herein. UNI acknowledges that approval of relates to a Loan Application, making approval provided prior to the effective date of loans and provision of funding by Bank creates a creditor-borrower relationship between Bank and Borrower which involves, among other things, the Bank’s extension of credit, the disbursement of the Loan, and the right any termination pursuant to collect the Loan paymentsSection 8 notwithstanding any such termination. Bank shall have the sole and exclusive authority to approve or deny any or all will disburse Loan Applications. Bank shall provide UNI prompt notice after making a decision not to extend credit to any one or more Loan ApplicantsProceeds as provided in Section 5.3 hereof. (e) Bank shall be responsible for approving comply with its obligations under all Loan Documents for UNI’s use in connection with the Program, including: (i) the online Loan Application information requirements; and (ii) form of individual loan agreements to be used. The parties acknowledge that Bank is the creditor and the Loan Documents shall refer to Bank as the creditor for all Loans. In the event Bank elects to change the Loan Documents, the provisions of Section 2.3 shall apply. UNI shall not be obligated to continue to promote or market the Program, nor to accept or process Loan Applications or facilitate the disbursement of funds in relation to credit through the UNI Platform, during any period when there is not agreement between UNI and the Bank concerning any Loan Program Documents. (f) Bank shall enter into all arrangements with credit bureaus related to the Program and appoint UNI as agent for purposes of obtaining credit report information from any credit bureau and any other interactions with credit bureaus related to the Program. (g) Bank shall designate a Program Manager. If Bank’s Program Manager and UNI’s Program Manager are unable to reach agreement, then the dispute will be referred to the President or another authorized officer of Bank and the Chief Executive Officer or another authorized officer of UNI who will work together in good faith towards a resolution. If the parties are unable to resolve the dispute, a party may, upon written notice to the other party, resolve the dispute in accordance with Section 10.3. (h) Subject to Applicable Law and the confidentiality requirements set forth herein, Bank shall notify UNI of the occurrence of any Termination Event applicable to it as soon as reasonably practicable. (i) Bank shall comply with Applicable Laws in connection with its duties hereunder, including as set forth in Exhibit C attached hereto.