Exhibit 10.2


 


NINTH AMENDMENT


TO THE HOME IMPROVEMENT LOAN PROGRAM AGREEMENT



 


This NINTH AMENDMENT TO THE
HOME IMPROVEMENT LOAN PROGRAM AGREEMENT (this “Amendment”) is made effective as of December 1, 2022 (the “Amendment
Effective Date”) by and between CROSS RIVER BANK, an FDIC-insured New Jersey state-chartered bank (“Bank”),
and SUNLIGHT FINANCIAL LLC, a Delaware limited liability company (“Sunlight”), amends the terms of that certain Home
Improvement Loan Program Agreement dated as of January 29, 2019, by and between Bank and Sunlight (as amended, restated, supplemented
or otherwise modified from time to time prior to the Amendment Effective Date, the “Existing Agreement” and, as amended
by this Amendment, the “Agreement”). Sunlight and Bank are collectively referred to herein as the “Parties”.
Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth therefor in the Existing Agreement.


 


RECITALS


 


WHEREAS, the Existing Agreement
allows the Parties to mutually agree in writing to modify the Existing Agreement;


 


WHEREAS, the Parties now
desire to amend and modify the Existing Agreement upon the terms and subject to the conditions set forth in this Amendment;


 


NOW THEREFORE, in consideration
of the foregoing premises and the following terms, and for other good and valuable consideration, the Parties, intending to be legally
bound, further agree as follows:


 


SECTION I. Amendments
to the Existing Agreement


 


1.         Subject to the terms and conditions set forth herein, the parties hereto agree that the Existing Agreement shall be amended, as
of the date hereof, by deleting the stricken text (indicated textually in the same manner as the following example: stricken
text) and by adding the underlined text (indicated textually in the same manner as the following example: underlined
text) as set forth in Exhibit A hereto.


 


 


SECTION II. Effectiveness
of the Agreement


 


(a)       Unless
otherwise defined or modified in this Amendment, all capitalized words or terms used in this Amendment shall have the definitions ascribed
to such words or terms in the Existing Agreement. From and after the effectiveness of this Amendment, references in the Existing Agreement
to “the Agreement” or words of similar effect, shall refer to the Existing Agreement as amended by this Amendment.


 


(b)       Except
as expressly amended and modified by this Amendment, all terms and conditions set forth in the Existing Agreement shall remain unmodified,
binding, and in full force and effect. This Amendment as applied to the Existing Agreement and the Administration Agreement collectively
set forth the entire agreement and understanding of the Parties regarding the particular subject matter of this Amendment, and merges
and supersedes all prior or contemporaneous agreements, discussions and correspondence pertaining to the subject matter of this Amendment.
This Amendment may be executed in counterpart copies, each of which, and together, shall be effective as original, binding instruments.
Delivery of an executed counterpart of a signature page of this Amendment by telecopy, e-mailed .pdf or any other electronic means that
reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.


 


(c)       This
Amendment shall be governed by and construed in accordance with the laws of the State of New York, including general obligations law
Section 5-1401, but otherwise without regard to the conflict of laws principles thereof.


 


[Signature Pages Follow]


 



    1


     


    




 


IN WITNESS WHEREOF, each
of the Parties hereto has caused this Amendment to be duly executed as of the day and year first above written.


 


	 	SUNLIGHT FINANCIAL LLC

    

	 	 
	 	By:	/s/ Rodney Yoder
	 	 	Name: Rodney Yoder
	 	 	Title: Chief Financial Officer
	 	 	 
	 	CROSS RIVER BANK

	 	 
	 	By:	/s/ Gilles Gade
	 	 	Name: Gilles Gade
	 	 	Title: President & CEO
	 	 
	 
	 	By:	/s/ Arlen Gelbard
	 	 	Name: Arlen Gelbard
	 	 	Title: EVP, General Counsel



 


[Signature Page to Ninth Amendment to Home
Improvement Loan Program Agreement]


 






     


     


    

 


Exhibit A


Amendments to the Existing Agreement


 






     


     


    

 


Exhibit
A


 


[***] = Certain marked information has been omitted
from this exhibit because it is both not material and is the type that the registrant treats as private or confidential.


 


 


THIS HOME IMPROVEMENT LOAN PROGRAM AGREEMENT
(THIS “AGREEMENT”) IS CONFORMED THROUGH THE EIGHTHNINTH
AMENDMENT. THIS AGREEMENT DOES NOT HAVE THE FORCE OF LAW AND IS PROVIDED SOLELY AS A COURTESY. NEITHER SUNLIGHT FINANCIAL
LLC NOR ANY OF ITS AFFILIATES SHALL HAVE ANY LIABILITY FOR ANY RELIANCE BY CROSS RIVER BANK ON THIS AGREEMENT OR ANY ACTION OR OMISSION
IN CONNECTION WITH OR ARISING OUT OF SUCH RELIANCE.


 





 



 


HOME IMPROVEMENT LOAN
PROGRAM AGREEMENT


 


between


 


CROSS RIVER BANK


 


and


 


SUNLIGHT FINANCIAL LLC


 


 


Dated as of


 


January 29, 2019


 





 



 






     


     


    

 






TABLE OF CONTENTS


 


Table of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS AND CONSTRUCTION	4
	Section 1.1.	Definitions	4
	Section 1.2.	Construction	10
	ARTICLE II GENERAL PROGRAM DESCRIPTION	10
	Section 2.1.	General Description	10
	Section 2.2.	Program Terms and Program Guidelines	10
	Section 2.3.	Program Modifications	10
	Section 2.4.	Ownership of Loans and Customer Information	10
	Section 2.5.	Retained Loans	11
	ARTICLE III DUTIES OF SUNLIGHT AND BANK	12
	Section 3.1.	Duties and Responsibilities of Sunlight	12
	Section 3.2.	Duties and Responsibilities of Bank	16
	Section 3.3.	Conditions Precedent to the Obligations of Bank	16
	ARTICLE IV TRADE NAMES, ACCOUNTING SYSTEM; ADVERTISING AND PROGRAM MATERIALS	17
	Section 4.1.	Trade Names and Trademarks	17
	Section 4.2.	Accounting System	17
	Section 4.3.	Advertising and Program Materials	17
	Section 4.4.	Intellectual Property	18
	Section 4.5.	Program Managers	18
	ARTICLE V LOAN ORIGINATION	18
	Section 5.1.	Dealer Discounts	18
	Section 5.2.	Note Execution	18
	Section 5.3.	Loan Funding	19
	Section 5.4.	Interest; Sunlight Fee	19
	Section
    5.4.	Reserved	19
	Section 5.5.	Servicing Expense	19
	Section
    5.5.	Fees	19
	Section 5.6.	Sales of Loans	19
	ARTICLE VI EXPENSES	20
	Section 6.1.	Expenses	20
	Section 6.2.	Taxes	20



 






    i


     


    

 


	ARTICLE VII TERM	20
	ARTICLE VIII TERMINATION	21
	Section 8.1.	Termination	21
	Section 8.2.	Effect of Termination	22
	ARTICLE IX REPRESENTATIONS, WARRANTIES AND COVENANTS	22
	Section 9.1.	Sunlight’s Representations and Warranties	22
	Section 9.2.	Bank’s Representations and Warranties	24
	Section 9.3.	Sunlight’s Covenants	25
	ARTICLE X MISCELLANEOUS	27
	Section 10.1. 	Indemnification	27
	Section 10.2. 	Limitation of Liability	28
	Section 10.3. 	Governing Law; Arbitration 	28
	Section 10.4. 	Confidential Information	28
	Section 10.5. 	Privacy Law Compliance; Security Breach Disclosure	29
	Section 10.6. 	Force Majeure	30
	Section 10.7. 	Regulatory Examinations and Financial Information	30
	Section 10.8. 	Relationship of Parties; No Authority to Bind	30
	Section 10.9. 	Severability	31
	Section 10.10. 	Successors and Third parties	31
	Section 10.11. 	Notices	31
	Section 10.12. 	Waiver; Amendments	31
	Section 10.13. 	Counterparts	31
	Section 10.14. 	Further Assurances	31
	Section 10.15. 	Entire Agreement	31
	Section 10.16. 	Referrals	32
	Section 10.17. 	Interpretation	32
	Section 10.18. 	PATRIOT Act	32
	Section 10.19. 	Headings	32
	Section 10.20. 	Special Rules Regarding Third Party Service Providers	32



 






    ii


     


    

  


	Exhibits	 
	 	 
	Exhibit A	Program Terms
	Exhibit B	Credit Policy and Underwriting Requirements
	Exhibit C	Compliance Guidelines
	Exhibit D	Charge Off Guidelines
	Exhibit E	Retained Loan Allocation Method
	Exhibit F	List of Products
	 	 
	Schedules	 
	 	 
	Schedule 3.1(j)	Reporting Data Fields
	Schedule 3.1(k)	Sunlight Audit and Monitoring Program
	Schedule 9.1(s)	Insurance



 







    iii


     


    



 


HOME IMPROVEMENT LOAN PROGRAM
AGREEMENT


 


THIS HOME IMPROVEMENT
LOAN PROGRAM AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”)
is made and entered into as of this 29th day of January, 2019 (the “Effective Date”), by and between CROSS
RIVER BANK, an FDIC-insured New Jersey state chartered bank (“Bank”) and SUNLIGHT FINANCIAL LLC, a Delaware limited
liability company (“Sunlight”).


 


WHEREAS, Bank is
an FDIC-insured New Jersey state-chartered bank with the authority to originate consumer loans throughout the United States of America;


 


WHEREAS, Bank desires
to originate consumer loans to finance the sale, construction and/or installation of certain home improvement projects or equipment (“Improvements”);


 


WHEREAS, Sunlight
is in the business of facilitating such loans by, inter alia, entering into agreements (“Dealer Agreements”)
with companies engaged directly in the sale, construction and/or installation of Improvements (individually a “Dealer”
and, collectively, “Dealers”); and


 


WHEREAS, the parties
wish to enter into this Agreement to establish the terms and conditions under which Bank will originate such loans (“Loans”).


 


NOW, THEREFORE,
in consideration of the foregoing and the terms, conditions and mutual covenants and agreements contained herein, for good and valuable
consideration, the receipt and sufficiency of which are hereby conclusively acknowledged, the parties agree as follows:


 


ARTICLE I


DEFINITIONS AND CONSTRUCTION


 


Section 1.1. Definitions.
In addition to definitions provided for other terms elsewhere in this Agreement and except as otherwise specifically indicated, the following
terms shall have the indicated meanings set forth in this Section 1.1. Terms not defined herein shall have the meanings attributed
to them in the Loan Sale Agreement.


 


“1
Month SOFR” means, for a tenor of one (1) month, the applicable SOFR-based rate as of any date of determination.


 


“ACH”
means automated clearing house.


 


“Account”
means the bank account as designated by the relevant party from time to time in writing to the other party hereunder.


 


“Advertising
Materials” means any materials used by Dealers or by Sunlight to advertise or promote the Program or Loans to consumers, including,
advertisements, direct mail pieces, brochures, website materials and any other similar materials.


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such
Person; provided that, with respect to Sunlight Financial LLC and its Subsidiaries (the “Sunlight Companies”), no
other entity owned by any investment firm, fund, company or other entity that is a member or shareholder of such Sunlight Company shall
be an Affiliate of any Sunlight Company. As used in this definition of Affiliate, the term “control” means the power,
directly or indirectly, to direct or cause the direction of the management and policies of a Person, whether through ownership of such
Person’s voting securities, by contract or otherwise, and the terms “affiliated”, “controlling”
and “controlled” have correlative meanings.


 


“Aggregate
Daily Fees” means, as of any date of determination, the aggregate amount of all Daily Fees due and payable in respect of the
Loans for the immediately preceding month.


 


“Agreement”
means this Home Improvement Loan Program Agreement, including all schedules and exhibits hereto, as the same may be amended or supplemented
from time to time.


 


“Allocation
Method” means the method of allocating Loans to Bank in any given month based on the requirements set forth in Exhibit E,
which may be updated from time to time as may be agreed to by Bank and Sunlight


 


“Annual
Projections” is defined in Section 3.1(l).


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to Sunlight or its Subsidiaries from time to time
concerning or relating to bribery or corruption.


 


“Anti-Money
Laundering Laws” is defined in Section 9.1(m).


 






    4


     


    

 


“Applicable
Laws” means all federal, state and local laws, statutes, ordinances, regulations and orders, together with all rules and guidelines
established by self-regulatory organizations, including the NACHA, or government sponsored entities, applicable to a party or relating
to or affecting any aspect of the Program (including, without limitation, the Loans), consumer credit laws, rules and regulations, and
all requirements of any Regulatory Authority having jurisdiction over any party hereto or any activity provided for in this Agreement
or any other Program Document, as any such laws, statutes, regulations, orders and requirements may be amended and in effect from time
to time during the term of this Agreement. Without limitation of the foregoing, “Applicable Laws” shall include all Rules
and any regulations, policy statements, “Guidance” and any similar pronouncement of a Regulatory Authority applicable to
the acts of Bank, Sunlight or a Third Party Service Provider as they relate to the Program or a party’s performance of its obligations
under the Program Documents.


 


“Bank”
means Cross River Bank.


 


“Bank Agreed
Monthly Cash Flow” is defined in Exhibit A.


 


“Bank Agreed
Yield” is defined in Exhibit A.


 


“Bank Allocation
Percentage” has the meaning set forth in the Exhibit A.


 


“Bank Cap”
means, with respect to the aggregate principal balance of the Total
Loans held by the Bank as of any date of determination, an amount equal to
[***][***].


 


“Bank Hold
Exception Loans” means (a) as of any date of determination on or prior to August 1, 2021, Loans held by Bank not to exceed
an aggregate principal balance of $[***] and (b) as of any date of determination after August 1, 2021, (i) all Loans originated by Bank
and serviced by Great America Portfolio Services Group LLC prior to August 1, 2021 (the “GA Loans”), and (ii) Loans held
by Bank that are non-GA Loans not to exceed an aggregate principal balance of $[***].


 


“Borrower”
means, with respect to any Loan, each Person who is a borrower under such Loan and each other obligor (including any co-signor or guarantor)
of the payment obligation for such Loan.


 


“Business
Day” means any day upon which New Jersey state banks are open for business but excluding Saturdays and Sundays.


 


“Charge
Off Guidelines” means those guidelines set forth in Exhibit D.


 


“Confidential
Information” is defined in Section 10.4.


 


“Cost
Basis” means, as of any date of determination, for any Loan, the sum of (a) the unpaid principal balance of such Loan, minus
(b) the applicable Dealer Discount.


 


“Credit Model Documentation”
means all documentation concerning the Credit Model Policy.


 


“Credit
Model Policy” means Sunlight’s policies and procedures regarding its model risk management, which shall include (i) development
processes and procedures, (ii) testing/validation processes, (iii) validation frequency, (iv) monitoring of Third Party Service Providers,
but in any event, no less restrictive than provided for in FDIC FIL 22, as such guidance may be updated from time to time.


 


“Credit
Policy” means the credit requirements of Bank as set forth in the Program Guidelines to be used by Sunlight in reviewing all
Loan Applications on behalf of Bank.


 


“Customer
Information” means all information concerning Borrowers and Loan Applicants, including “nonpublic personal information”
as defined under the Gramm-Leach-Bliley Act of 1999 and implementing regulations, including all nonpublic personal information of or
related to customers or consumers of either party or any Dealer, including but not limited to names, addresses, telephone numbers, account
numbers, customer lists, credit scores, and account information, financial information and transaction information, consumer reports
and information derived from consumer reports, that is subject to protection from publication under Applicable Law, including without
limitation (i) any and all medical or personal information handled by Sunlight in connection with the Program that is required to be
treated as confidential or non-disclosable pursuant to the Health Insurance Portability & Accountability Act of 1996, as amended,
including the rules and regulations thereunder, and the related privacy and security provisions of the Health Information Technology
for Economic and Clinical Health Act of 2009, as amended, including the rules and regulations thereunder; and (ii) any and all Borrower
data handled by Sunlight in connection with the Program required to be treated as confidential or otherwise subject to the control objectives
of the Payment Card Industry Data Security Standard, as amended, including the rules and regulations thereunder.


 






    5


     


    

 


“Daily
Fees” means, as of any date of determination, for any Loan, a per diem fee equal to the product of (a) the sum of (i) the greater
of 1 Month SOFR on the Rate Transition Date (expressed as basis points per diem) and the Minimum SOFR Rate (expressed as basis points
per diem) plus (ii) the applicable Tier Charge (expressed as basis points), multiplied by (b) the Cost Basis for such Loan.


 


“Dealer”
is defined in the Recitals.


 


“Dealer
Agreement” is defined in the Recitals.


 


“Dealer
Discount” is defined in Section 5.1.


 


“Delegated
Authorities” is defined in Section 3.1(w).


 


“Disbursement
Schedule” means a schedule of Loan attributes provided to Bank by Sunlight with respect to a Dealer or Dealers and the Loan
proceeds to which such Dealer(s) is entitled. The Disbursement Schedule shall contain (i) a list of all Loan Applicants who meet the
eligibility criteria set forth in the Program Guidelines, for whom Bank is requested to establish Loan Accounts; (ii) the funding amount,
and the principal amount, the applicable term and interest rate and Loan Proceeds for each such Loan; (iii) all information necessary
for the transfer of the Loan Proceeds pursuant to Section 5.3 hereof; and (iv) such other information as shall be reasonably requested
by Bank and mutually agreed to by the parties hereto.


 


“Effective
Date” is defined in the preamble to this Agreement.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder.


 


“FCRA”
is defined in Section 3.1(g).


 


“FDIC”
means the Federal Deposit Insurance Corporation.


 


“Funding
Date” means any day on which Bank receives a Disbursement Schedule from Sunlight pursuant to Section 5.3; provided,
however, that if Bank receives any such Disbursement Schedule after 12:00 pm (eastern time) on any Business Day, the Funding Date shall
be the immediately succeeding Business Day.


 


“GAAP”
means generally accepted accounting principles in the United States of America, applied on a materially consistent basis.


 


“Governmental
Authority” means any court, board, agency, commission, office or authority of any nature whatsoever or any governmental unit
(federal, state, commonwealth, county, district, municipal, city or otherwise), including the Office of the Comptroller of the Currency,
the U.S. Department of Justice, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, the
Consumer Financial Protection Bureau, and the New Jersey Department of Banking and Insurance, whether now or hereafter in existence,
including any Regulatory Authority.


 


“Government
List” means (i) the Annex to Presidential Executive Order 13224 (Sept. 23, 2001), (ii) OFAC’s most current list of “Specifically
Designated National and Blocked Persons” (which list may be published from time to time in various mediums including, but not limited
to, the OFAC website, http://www.treasury.gov/ofac/ downloads/t11sdn.pdf or any successor website or webpage) and (iii) any other list
of terrorists, terrorist organizations or narcotics traffickers maintained by a Governmental Authority that Bank notifies Sunlight in
writing is now included in “Government List”.


 


“Improvements”
is defined in the Recitals.


 


“Indemnified
Party” is defined in Section 10.1(d).


 


“Indemnifying
Party” is defined in Section 10.1(d).


 


“Information
Security Incident” is defined in Section 10.5.


 


“Initial
Term” is defined in Section 7.1.


 


“Insolvent”
means, with respect to any specified Person, the failure by such Person to pay its debts in the ordinary course of business, the inability
of such Person to pay its debts as they come due or the condition whereby the sum of such Person’s debts is greater than the sum
of its assets.


 


“Intellectual
Property Rights” means all intellectual property rights of any kind, worldwide, including without limitation, utility patents,
design patents, utility models, and all applications for the foregoing; Marks; published and unpublished works of authorship; registered
and unregistered copyrights, and all registrations and applications for the foregoing; software, technology, and documentation; and trade
secrets, technical information, business information, ideas, inventions, know-how and other confidential and proprietary information,
in whatever form.


 






    6


     


    

 


“Loan”
or “Loan Account” means a consumer loan made by Bank to a Borrower under the Program but specifically does not include
Retained Loans except to the extent otherwise indicated or the context otherwise requires.


 


“Loan Account
Agreement” means, with respect to a Loan, the document or documents containing the terms and conditions of such Loan, including
the Pricing Information and Disclosure Statement (if any), the Note and the Privacy Notice.


 


“Loan Program
Agreement” means that certain First Amended and Restated Loan Program Agreement between Bank and Sunlight, dated February __12,
2018.


 


“Loan Applicant”
means a prospective Borrower who has completed a Loan Application for a Loan.


 


“Loan Application”
means the completed paper document or electronic application submitted by a Loan Applicant when requesting a Loan, together with any
exhibits and ancillary materials.


 


“Loan Documents”
mean, collectively, with respect to any Loan, the Loan Account Agreement, the Loan Application and any other documents signed by Borrowers
in connection with such Loan.


 


“Loan Proceeds”
means, for any Loan, the principal amount of such Loan less the related Dealer Discount.


 


“Loan Purchaser”
means any Person who is a purchaser party to a Loan Sale Agreement.


 


“Loan Sale
Agreement” means any agreement pursuant to which Bank agrees to sell any Loan originated under the Program to a Loan Purchaser.


 


“Losses”
means all out-of-pocket costs, damages, losses, fines, penalties, judgments, settlements and expenses whatsoever, including, without
limitation, outside attorneys’ fees and disbursements and court costs reasonably incurred by an Indemnified Party.


 


“Marks”
means trademarks, trade names, service marks, logos, brands, corporate names, trade dress, domain names, social media user names, and
other source identifiers or indicia of goods or services, whether registered or unregistered, and all registrations and applications
for registration of the foregoing, and all issuances, extensions, and renewals of such registrations and applications, and all goodwill
associated with any of the foregoing.


 


“Material
Adverse Effect” means, with respect to any party and to any event or circumstance, a material adverse effect on (i) the business,
condition (financial or otherwise), operations, performance or properties of such party, (ii) the ability of a party to perform its obligations
under this Agreement or any other Program Document or (ii) the validity, enforceability or collectability of this Agreement or any other
Program Document or the validity, enforceability or collectability of a material portion of (a) the Loans or (b) the Loan Documents related
to the Loans.


 


“Minimum
SOFR Rate” means [***]% expressed as basis points per diem is [***]bps.


 


“Maxx
Borrower” means each Borrower that is not a Standard Borrower but that is approved for a Loan pursuant to the Custom Model
described in that certain Turn Down Investor Agreement, dated as of August 6, 2021, by and among Bank, Sunlight, and certain other Persons,
as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.


 


“Maxx
Loan” means any Loan made to a Maxx Borrower and consisting of a Maxx Loan Product.


 


“Maxx
Loan Product” means any loan product set forth on Annex B to Exhibit A, as amended, restated, supplemented, or otherwise modified
from time to time in accordance with this Agreement.


 


“Monthly
Portfolio Income” is defined in Section 5.4.


 


“Multiemployer
Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA.


 


“Net Funded
Balance” means, with respect to a Loan, the Loan Proceeds of such Loan, less any principal amounts prepaid on such Loan, plus
any accrual of the related Dealer Discount on such Loan to the date of measurement.


 


“Note”
is defined in Section 5.2.


 


“Notification
Related Costs” is defined in Section 10.5.


 


“OFAC”
means the Office of Foreign Assets Control of the U.S. Department of Treasury.


 






    7


     


    

 


“Patriot
Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act (USA PATRIOT ACT) of 2001, as the same may be amended from time to time, and corresponding provisions of future laws.


 


“Pension
Plan” means a pension plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, other than a Multiemployer Plan,
which Sunlight sponsors or maintains, or to which it makes, is making, or is obliged to make contributions, or in the case of a multiple
employer plan (as defined in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five plan
years.


 


“Person”
means any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association,
any other entity, any Governmental Authority and any fiduciary acting in such capacity on behalf of any of the foregoing.


 


“Program”
means the program for the marketing and servicing of Loans (including Retained Loans) which Bank will originate pursuant to this Agreement
and the Program Guidelines.


 


“Program
Documents” means this Agreement, the Loan Program Agreement, all Servicing Agreements and all Loan Sale Agreements.


 


“Program
Guidelines” is defined in Section 2.2.


 


“Program
Materials” means all Loan Documents and all other documents, materials and methods used in connection with the performance
of the obligations of Bank, Sunlight, Loan Purchasers, Third Party Service Providers and Dealers under the Program, including the Loan
Documents, disclosures required by Applicable Laws, collection materials and policies, and the like.


 


“Program
Terms” is defined in Section 2.2.


 


“Rate
Transition Date” means December 1, 2022.


 


“Regulatory
Authority” means the Office of the New Jersey Department of Banking and Insurance, the FDIC and any local, state or federal
regulatory authority, including the Consumer Financial Protection Bureau, that currently has, or may in the future have, jurisdiction
or regulatory or similar oversight with respect to any of the activities contemplated by this Agreement or any other Program Document
or to Bank, Sunlight or Third Party Service Providers (except that nothing herein shall be deemed to constitute an acknowledgement by
Bank that any Regulatory Authority other than the New Jersey Department of Banking and Insurance and the FDIC has jurisdiction or exercises
regulatory or similar oversight with respect to Bank).


 


“Renewal
Term” is defined in Section 7.1.


 


“Representatives”
is defined in Section 10.4(c).


 


“Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period
has been waived.


 


“Retained
Loan” means each Loan retained by Bank at its election as identified pursuant to Section 2.5 hereof.


 


“Rules”
means all local, state, and federal laws, statutes, rules, regulations, ordinances, court orders and decrees, administrative orders and
decrees, and other legal requirements of any person as they relate to such person’s performance of its obligations under this Agreement,
any Program Document or any document related hereto or thereto; any order, decision, injunction or similar pronouncement of any court,
tribunal, or arbitration panel issued with respect to any person in connection with this Agreement or any document related hereto; and
any regulations, policy statements, and any similar pronouncement of a Regulatory Authority applicable to the acts of any person in its
performance of its obligations hereunder or under any document related thereto, as any of the foregoing may be amended and in effect
from time to time. For the avoidance of doubt, “Rules” shall include all Rules applicable to, or Rules reasonably agreed
to, by Bank or Sunlight, or Rules agreed to or imposed on Bank or Sunlight by any Regulatory Authority; provided that Bank shall use
good faith efforts to inform Sunlight within a reasonable time period, of any Rules agreed to or imposed upon Bank applicable to the
Program.


 


“Sanctions”
means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government,
including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union
or Her Majesty’s Treasury of the United Kingdom.


 


“Servicer”
means any Third Party Service Provider that enters into a Servicing Agreement on behalf of the owner of Loans.
The initial Servicer is GreatAmerica Portfolio Services Group LLC.


 






    8


     


    

 


“Servicing
Agreement” means any agreement for the servicing of Loans under the Program, including any master servicing agreement and any
sub-servicing agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


“Servicing
Expense” is defined in Exhibit A .


 


“SOFR”
means, for any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the Federal
Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) on the website of the Federal Reserve
Bank of New York at approximately 8:00 a.m. (Eastern Time), currently at http://www.newyorkfed.org (or any successor source for the secured
overnight financing rate identified as such by the administrator of the secured overnight financing rate from time to time), on the immediately
succeeding Business Day. As an example, a 3.75% SOFR expressed as basis points per diem would be 1.03 bps.


 


“Solar
Loans” means the “Loans” originated pursuant to the Solar Program Agreement from time to time.


 


“Solar
Program Agreement” means that
certain First Amended and Restated Loan Program Agreement, dated as
of February 12, 2018, by and
between Bank and Sunlight,
as amended, restated, supplemented, or otherwise modified from time to time.


 


“Standard
Borrower” means each Borrower that is approved for a Loan pursuant to the “Sunlight Financial Credit Strategy –
Home Improvement” set forth on Exhibit B, as amended, restated, supplemented, or otherwise modified from time to time in accordance
with this Agreement.


 


“Standard
Loan Products” means all of the loan products approved hereunder other than Maxx Loan Products.


 


“Subsidiary”
means, with respect to a Person, any entity with respect to which more than fifty percent (50%) of the outstanding voting securities
shall at any time be owned or controlled, directly or indirectly, by such Person and/or one or more of its Subsidiaries, or any similar
business organization which is so owned or controlled.


 


“Sunlight”
means Sunlight Financial LLC.


 


“Sunlight
Fee” is defined in Exhibit A.


 


“Sunlight
Platform” means the computer software, proprietary system information, and related technology and documentation, developed
and owned by, or licensed by third parties to, Sunlight relating to the lending services offered and/or provided by Sunlight to Dealers
and Borrowers pursuant to this Agreement, including the website operated by Sunlight, and all Intellectual Property Rights therein owned
by Sunlight or licensed by third parties to Sunlight; provided that the Sunlight Platform does not include any Intellectual Property
Rights owned by Bank or licensed by third parties to Bank; provided, further, that the ownership of Customer Information shall be determined
in accordance with the provisions of Section 2.4.


 


“Technical
Information” means, with respect to the Program and Sunlight Platform, all software, source code, documentation, algorithms,
models, developments, inventions, processes, ideas, designs, drawings, hardware configuration, and technical specifications, including,
but not limited to, computer terminal specifications and the source code developed from such specifications.


 


“Term”
is defined in Section 7.1.


 


“Termination
Event” is defined in Section 8.1(a).


 


“Third Party
Claim” means any claim that is initiated or threatened against a party by a Person who is not an officer, director, member
or Affiliate of any party.


 


“Third Party
Service Provider” means any contractor or service provider retained, directly or indirectly, by Bank or Sunlight, that: (a)
provides or renders critical services in connection with the Program; (b) obtains access to personal information of Loan Applicants and/or
Borrowers; or (c) deals directly with Loan Applicants and/or Borrowers. The term “Third Party Service Provider” includes
all Servicers and Dealers.


 


“Tier
Charge” means, as of any month of determination, (a) if the average aggregate unpaid principal balance of the Total Loans is
[***] (collectively, “Tier 1 Loans”), [***] basis points and (b) if the average aggregate unpaid principal balance
of the Total Loans [***] (collectively, “Tier 2 Loans”), [***] basis points on the Tier 1 Loans and [***] basis points
on the Tier 2 Loans.


 


“Total
Loans” means (a) all of the Loans and (b) all of the Solar Loans (other than the Required Retained Loans (as defined in the
Solar Program Agreement)).


 






    9


     


    

 


“Underwriting
Requirements” means (a)
the underwriting requirements established by Bank as set forth in the Program Guidelines to be used by Sunlight in reviewing
all Loan Applications on behalf of Bank and
(b) any other underwriting requirements approved by Bank and Sunlight from time to time, which such underwriting requirements shall not
be attached as Exhibit B.


 


Section 1.2.
Construction. As used in this Agreement: (i) all references to the masculine gender shall include the feminine gender (and vice
versa); (ii) all references to “include,” “includes,” or “including” shall be deemed to be followed
by the words “without limitation”; (iii) references to any law or regulation refer to that law or regulation as amended from
time to time and include any successor law or regulation; (iv) references to another agreement, instrument or other document means such
agreement, instrument or other document as the same may be amended, supplemented or otherwise modified from time to time in accordance
with the terms thereof; (v) references to “dollars” or “$” shall be to United States dollars unless otherwise
specified herein; (vi) unless otherwise specified, all references to days, months or years shall be deemed to be preceded by the word
 “calendar”; (vii) all references to “quarter” shall be deemed to mean calendar quarter; (viii) unless otherwise
specified, all references to an article, section, subsection, exhibit or schedule shall be deemed to refer to, respectively, an article,
section, subsection, exhibit or schedule of or to this Agreement; and (ix) unless the context otherwise clearly indicates, words used
in the singular include the plural and words in the plural include the singular.


 


ARTICLE II


 


GENERAL PROGRAM DESCRIPTION


 


Section 2.1. General Description.
The parties agree that: (a) in accordance with the Program Guidelines, the Program shall consist of the enrollment of Dealers in Dealer
Agreements, the marketing by Dealers of Loans in order to provide financing to customers of Dealers, the making of Loans (including Retained
Loans) by Bank to Borrowers identified by Dealers and Sunlight, and the sale of Loans by Bank to Loan Purchasers pursuant to one or more
Loan Sale Agreements; and (b) any review, approval, consent or other involvement by Bank in any action, any document preparation, or
any review of any Sunlight action, shall not relieve Sunlight from its obligations to ensure that Loans are originated and Loan Applications
are addressed consistent with Applicable Laws and the Program Guidelines. In addition, the Program will include the servicing of Loans
(including Retained Loans) in accordance with the Servicing Agreement.


 


Section 2.2Program Terms and Program Guidelines.


 


(a)                   
Bank’s pricing schedule and certain other loan terms and conditions applicable to the Program and all Loans (as the same
may be modified from time to time in accordance with Section 2.3, collectively, “Program Terms”) are set forth
on Exhibit A and in the Credit Policy.


 


(b)                     
Bank’s guidelines for the administration of the Program (as the same may be modified from time to time in accordance with
Section 2.3, collectively and together with the Program Terms, the Credit Policy, the Underwriting Requirements and Compliance
Guidelines, “Program Guidelines”) are set forth on Exhibit B and Exhibit C.


 


(c)                     
Bank shall approve each Loan to be made by it under the Program and shall be under no obligation to originate any Loan that does
not comply with the Program Terms or Program Guidelines or that is otherwise unsatisfactory to Bank. Failure to object to the making
of any Loan or the funding of any Loan shall be deemed approval of such Loan by Bank.


 


Section 2.3.
Program Modifications. Bank may change the Program Terms or the Program Guidelines in its reasonable discretion, upon not less
than thirty (30) days’ prior written notice to Sunlight (or such shorter period of time as may be required by a Regulatory Authority
or change in Applicable Laws); provided, however, that (i) neither Bank nor Sunlight shall be required to engage in conduct
that is prohibited by a Regulatory Authority or Applicable Laws and (ii) any changes to the Program Terms, Credit Policy or Underwriting
Requirements shall not apply to any Loan made in respect of any Loan Application submitted prior to such requested change by Bank, unless
so required by a Regulatory Authority or Applicable Laws. In addition, Sunlight may recommend modifications to the Program Guidelines
for Bank’s approval, such approval not to be unreasonably withheld or delayed.


 


Section 2.4. Ownership of Loans and Customer
Information.


 


(a)                
From the date Bank funds a Loan to the date it sells, transfers and assigns such Loan to a Loan Purchaser pursuant to the terms
of a Loan Sale Agreement (each such date, a “Closing Date”), Bank shall be the sole owner of such Loan for all purposes
(including without limitation, for tax, accounting and legal purposes). Bank agrees and understands that (i) Bank will not sell any Loan
for a minimum period of three (3) Business Days from the date the Loan is originated by Bank and (ii) Bank will make entries on its books
and records to clearly indicate the sale, transfer and assignment of each Loan sold to a Loan Purchaser pursuant to the terms of a Loan
Sale Agreement. It is expressly agreed and understood that Bank does not and will not assume, and shall not have, any liability to Sunlight
or any Loan Purchaser for the repaymentpayment
of any amount at any time due under, with respect to or in connection with any Loan or(A) the servicing of any
Loan (other than any Retained Loan) or (B) any Loan after the applicable Closing Date. In the event Sunlight is in violation
of Section 5.6 hereof and does not cure such violation within the cure period provided therein, nothing in this Agreement shall
be construed to limit Bank’s ability to sell any Loans to a third party at any time and for any reason whatsoever.


 






    10


     


    

 


(b)               
Bank shall have sole ownership of all Customer Information at all times prior to the sale of the related Loan pursuant to a Loan
Sale Agreement, including with respect to a Retained Loan, and the related Loan Purchaser shall be the owner of all Customer Information
associated with any purchased Loan. Without limiting the foregoing, Bank shall be permitted to retain copies of and use Customer Information
associated with all Loans solely as necessary to comply with all Applicable Laws.


 


Section 2.5.
Retained Loans.


 


(a)                
Notwithstanding anything contained herein or in any Loan Sale Agreement, on written notice to Sunlight, Bank may elect to not
sell or transfer to any Loan Purchaser Loans identified on a Purchase Statement (as defined in the Loan Sale Agreement) to be transferred
in an amount up to the Bank Allocation Percentage (each Loan that Bank so elects to not sell being referred to herein as a “Retained
Loan”) of such pool of Loans so identified; provided that (i) each Retained Loan shall be randomly selected by Sunlight
from the pool of all Loans to be transferred on a given day, provided that such Loans would be “pass” credits, and (ii) Sunlight
shall allocate Retained Loans to Bank in accordance with the Allocation Method, and provided further that Bank’s obligations
regarding Retained Loans are subject to the limitations specified in Section 2.5(c).


 


(b)               
With respect to each pool of Loans to be transferred to a Loan Purchaser in which Retained Loans are allocated to Bank, Sunlight
shall deliver a report to Bank which shall detail the manner in which the Retained Loans were selected and allocated and shall provide
verifiable confirmation that the Retained Loans were allocated in accordance with the Allocation Method.


 


(c)                
Notwithstanding anything to the contrary set forth in this Agreement, Bank’s election to retain Loans hereunder with respect
to any pool of Loans to be transferred to a Loan Purchaser shall be limited to the Bank Allocation Percentage of such pool of Loans to
be transferred to Loan Purchaser and Bank shall have no right to retain any Loan if the number of Loans to be retained (“Prospective
Retained Loans”) would, when added to the aggregate number of all other Retained Loans, exceed the Bank Allocation Percentage
of the sum of (x) Retained Loans (including the Prospective Retained Loans) and (y) Loans transferred to a Loan Purchaser.


 


(d)               
Notwithstanding anything to the contrary contained herein, to the extent applicable, Bank may (i) securitize any or all of the
Retained Loans and any amounts owing thereunder, (ii) issue an “asset backed security” (as defined under 17 C.F.R. §
229.1101(c) or Section 3(a)(77) of the Securities Exchange Act of 1934) backed by the Retained Loans and any amounts owing thereunder
(a “Securitization Transaction”), or (iii) effect one or more sales of Retained Loans as whole loan transfers.


 


(e)                
In the event that Sunlight initiates a Securitization Transaction with respect to the Loans, it shall offer Bank the right to
participate in such Securitization Transaction with respect to the Retained Loans so long as Bank’s participation will have no
adverse effect on such Securitization Transaction. Retained Loans sold by Bank in a whole loan transfer shall no longer be considered
Retained Loans for any purpose hereunder.


 


Section 2.6.
Sunlight Products. Set forth on Exhibit F hereto is a list of all products to be offered by Sunlight in connection with
the Program. Sunlight shall deliver such information regarding each such product as shall be requested by the Bank. Sunlight shall not
make any modifications to any products, or offer new products under the Program, without the prior written consent of Bank.


 


Section 2.7. Prescreen Program.


 


(a)                 
The Parties acknowledge and agree that Sunlight is establishing a program (the “Prescreen Program”) pursuant to which
Sunlight will receive Consumer Leads from participating Dealers for the purpose of prescreening such Consumer Leads and making firm offers
of credit to the applicable consumer in connection with any such Consumer Leads that are successfully prescreened (each, a “Prescreened
Consumer”) by Experian Information Solutions, Inc. or any other applicable credit reporting agency (each, an “Applicable
Credit Reporting Agency”) As used herein, “Consumer Leads” means any lead for a prospective consumer that is submitted
to Sunlight by any Dealer for the purposes of the Prescreen Program.


 






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(b)           Notwithstanding anything herein to the contrary:


 


(i)                 
Sunlight acknowledges and agrees that Sunlight shall serve as Bank’s agent for the limited purpose of submitting Consumer
Leads to any Applicable Credit Reporting Agency and delivering firm offers of credit to any Preapproved Consumer, in each case, pursuant
to the Prescreen Program; and


 


(ii)               
accordance with Section 6.1, Sunlight shall be obligated to reimburse Bank for any reasonable and documented expenses of
Bank incurred in connection with the Prescreen Program, including, without limitation, any fees and expenses paid to any Applicable Credit
Reporting Agency.


 


ARTICLE III


 


DUTIES OF SUNLIGHT AND BANK


 


Section 3.1. Duties
and Responsibilities of Sunlight. Subject to Section 10.20, Sunlight, directly or through Third Party Service Providers, shall
perform and discharge the following duties and responsibilities in connection with the services provided to Bank hereunder:


 


(a)           Sunlight
shall use commercially reasonable efforts to enter into Dealer Agreements with qualified Dealers who satisfy the Program Guidelines to
participate in the Program in order to facilitate the making of Loans by Bank. Bank shall not be required to finance sales by any Dealer
that does not satisfy such criteria.


 


(b)               
Subject to Section 4.3 herein, Sunlight shall review Advertising Materials used by Dealers to ensure their compliance with
Applicable Law and the Program Guidelines, including Applicable Laws and Program Guidelines prohibiting unfair and deceptive acts and
practices, and shall make such Advertising Materials available to Bank upon request. Sunlight shall ensure that Dealers at all times and
in all material respects comply with Applicable Laws, the terms of this Agreement, and Bank’s trademark usage guidelines which may
be updated from time to time.


 


(c)                
Sunlight shall establish and maintain such controls as may be necessary or desirable to adequately control, monitor and supervise
the operation of the Program. Sunlight shall maintain policies and procedures relating to the Program Guidelines and all Applicable Laws
that are acceptable to Bank, including procedures relating to periodic training and on-going monitoring and auditing of Sunlight and Third-Party
Service Providers for compliance with this Agreement, the Program Guidelines, and all Applicable Laws. Sunlight acknowledges that Bank
may reasonably require Sunlight to revise its existing policies and procedures, or, as necessary, implement new policies and procedures,
as required to comply with all Applicable Laws.


 


(d)               
Sunlight shall comply with the Program Guidelines and Applicable Laws and administer the Program Guidelines in connection with
its duties hereunder.


 


(e)                 On
behalf of Bank, Sunlight shall process Loan Applications from Loan Applicants using a Loan Application form that is approved by
Bank. Sunlight shall require each Dealer to provide reasonable assistance to each prospective Loan Applicant in completing a Loan
Application. Sunlight shall review and process all completed Loan Applications for compliance with the Credit Policy and
Underwriting Requirements (including making any applicable counteroffer
for a Maxx Loan Product to a Loan Applicant that does not qualify for a Standard Loan Product) and report to Bank on all
Loan approvals electronically or by other appropriate means agreeable to both parties. All Loan approvals shall be based upon the
information provided by Loan Applicants and such other information as obtained by Sunlight at the direction of Bank, and pursuant to
the Underwriting Requirements. No Loan Application shall be approved unless it complies with the Program Guidelines, it being
understood that assuring compliance with the Program Guidelines shall be the responsibility of Sunlight and that Sunlight shall (for
the benefit of Bank) strictly comply with all Applicable Laws, including without limitation, all consumer credit laws, rules and
regulations. In addition, and without limiting the foregoing, to the extent the information is reasonably and accurately accessible
to Sunlight from the Loan files and may be automatically generated, Sunlight shall identify any Loan Application (other
than a Loan Application that is approved for a Maxx Loan Product) designated that is either subprime or has credit
criteria commonly considered to categorize subprime loans (e.g., attributes of Borrowers with credit scores of [***] or [***]), and
shall monitor and report to Bank regarding all Loans with such characteristics. At the time Sunlight approves on behalf of Bank any
Loan Application, Sunlight shall be deemed to represent to Bank that the related Loan Applicant is not listed on any Government
List. All Loan Application processing functions performed by Sunlight or any Third Party Service Provider hereunder shall be subject
to Bank supervision, and Bank shall have the right to review and audit Loan Applications to ensure compliance with the Program
Guidelines.


 






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(f)                 
On behalf of Bank, Sunlight shall take appropriate measures to verify the identity of all Loan Applicants consistent with
Applicable Laws and the Program Guidelines. Sunlight shall take such further steps as it deems reasonably necessary to prevent fraud in
connection with the Program.


 


(g)               
On behalf of Bank, Sunlight shall provide notices in accordance with the Fair Credit Reporting Act and its implementing
regulations (collectively, “FCRA”), including an adverse action notice to any Loan Applicant whose Loan Application
is rejected by Bank. Sunlight shall, or shall cause the Servicer to, accurately and fully furnish, in accordance with the FCRA, as well
as Sunlight’s own policies and practices, accurate and complete information (e.g., favorable and unfavorable) on its Borrower credit
files to TransUnion, and such other credit repositories as may be agreed to by Bank and Sunlight. For purposes of the FCRA, Sunlight and
not Bank, shall be the “furnisher.” Sunlight shall further be responsible for receiving and responding timely to consumer
complaints as they pertain to Borrowers and/or Loans, and, on a monthly basis (or such other time period as the parties shall agree) forwarding
copies of each complaint and any response thereto to Bank. Sunlight and/or Servicer shall maintain complaint resolution policies and procedures
and shall further provide Bank with periodic reports summarizing the complaints and responses thereto for the given time period, along
with sufficient information for Bank to analyze Program activity and potential trends relating to the Program and Loans. As part of its
monthly reporting obligation, Sunlight shall provide Bank information with respect to the number of Loan Applications rejected under the
Underwriting Requirements as a percentage of both total Loan Applications received, together with the reasons for such rejections and
total Loan Applications accepted, as well as all additional information reasonably requested by Bank for its fair lending review and analysis.


 


(h)               
Sunlight shall be responsible for preparing and transmitting to each Loan Applicant all documents and all notices required
by Bank to document the Loan, including but not limited to the Loan Account Agreement in connection with any Loan Application for the
Loan. Prior to initiating Bank funding of any Loan, Sunlight shall, on behalf of Bank, (A) obtain from the Borrower the executed Loan
Agreement or Note; and (B) deliver a copy of Bank’s Privacy Notice to the Borrower.


 


(i)                 
Sunlight shall maintain and retain on behalf of Bank all original Loan Applications and copies of all adverse action notices and
other documents relating to rejected Loan Applications for the period required by Applicable Laws. Sunlight shall further maintain originals
or copies, as applicable, of all Loan Documents and any other documents provided to or received from Borrowers for the period required
by Applicable Laws.


 


(j)                 
Sunlight shall adopt and maintain compliance management systems (“CMS”) satisfactory for meeting the Compliance
Guidelines set forth on Exhibit C attached hereto as may modified or supplemented from time to time as provided herein. Sunlight
shall provide Bank full access to any information or data necessary for Bank, in Bank’s reasonable discretion, to perform its risk
management and compliance management responsibilities, including, but not limited to, Sunlight’s loan application and performance
data, internal and external audits, liquidity and funding information.


 


(k)               Sunlight
shall provide to Bank data submissions and reports reasonably requested by Bank, to maintain effective enterprise risk management, internal
controls and compliance management systems and to monitor Sunlight’s and its Third Party Service Provider’s compliance with
this Agreement or to comply with all Applicable Laws. As of the Effective Date, this reporting shall include the items set forth in Schedule
3.1(k), which schedule may be updated at any time by Bank upon reasonable prior notice to Sunlight. In addition, and without limiting
the foregoing, Sunlight shall provide such supplemental information as Bank may reasonably request regarding Loans originated under the
Program using measures such as production volumes and trends, approval rates, rejection or decline rates, losses, delinquencies, collections
and any other measure that Sunlight internally tracks. Sunlight shall provide such information in a commercially reasonable manner and
in a form sufficient to permit Bank to conduct a meaningful analysis for banking purposes, including compliance and credit quality, including,
but not limited to, by individual third parties, loan type, origination period or vintage, and credit grade or score bands. All reports
delivered pursuant to this Section 3.1(k) shall be delivered by the 10th day of each month with respect to the previous month
or within such other time period as the parties shall agree.


 






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(l)                  Each
December 1, Sunlight shall provide to Bank a report of projected Loan volumes for origination by Bank under the Program for the
upcoming year (the “Annual Projections”). In addition, to the extent the information is reasonably and accurately
accessible to Sunlight from the Loan files and may be automatically generated, Annual Projections shall set forth the level of Loans (other
than Maxx Loans) Sunlight anticipates will be designated as subprime originations (as well as any Loans that qualify as
prime or near prime originations, but that have subprime credit characteristics). Sunlight shall prepare the Annual Projections in a
commercially reasonable manner. In addition, and without limiting the foregoing, Sunlight shall provide Bank with monthly reports
tracking Sunlight’s activity against the projections contained in the Annual Projections for that year.(m)  Sunlight
shall provide Bank and its Regulatory Authorities with reasonable access to (i) Sunlight’s and its Third Party Service
Providers’ offices, (ii) to the books and records of Sunlight and its Third Party Service Providers (to the extent such books
and records pertain to the Loans), (iii) to the officers, employees and accountants of Sunlight and its Third Party Service
Providers, and (iv) to all computer files containing the Loan Documents, all for the purpose of ensuring that Sunlight and its Third
Party Service Providers are following the Program Guidelines and adhering to Applicable Laws.


 


(m)              
(n) Within one year after the most recent delivery by Sunlight of the
results of an audit performed, and on an annual basis thereafter, Sunlight shall cause an audit to be conducted of Sunlight’s controls
relating to the control, monitoring and supervision of the operation of the Program and of Sunlight’s and its Third Party Service
Providers’ compliance with this Agreement, including, without limitation, ensuring that all Loans comply with the Program Guidelines
and all Applicable Laws, as described in such letter agreement. Such audit shall be performed by a third party acceptable to Bank and
shall be at Sunlight’s sole cost and expense. Sunlight shall cause the audit report prepared pursuant to this Section 3.1(n)
and such other reports as set forth on Schedule 3.1(n) to be delivered to Bank on the dates specified in such Schedule, each
in form and substance satisfactory to Bank. For the avoidance of doubt,(i) the parties hereto acknowledge and agree that in no event
shall Sunlight be required to engage more than one set of auditors or to engage such auditors more than once per year, unless an audit,
evaluation or investigation reveals non-compliance with this Agreement, the Program Guidelines and/or Applicable Laws, to conduct the
foregoing evaluation and any other evaluation as may be required in context of another agreement or program existing on the date of such
audit between Sunlight and Bank provided that the scope of the audit shall include compliance with this Agreement as well as compliance
with the requirements of any other agreement or program then in effect and (ii) Bank shall determine the scope of the audit and shall
have full access to the audit report and all related documentation and related information and (iii) Sunlight shall own all right, title
and interest in the results of any such audit and the documentation relating thereto and the audit shall be deemed Sunlight’s Confidential
Information and be treated by the parties in conformity with Section 10.4 hereof. Sunlight expressly agrees that the audit and
related materials may be shared by Bank as requested or required by and to Bank’s regulators.


 


(n)               
(o) Sunlight shall, upon request from Bank, purchase from Bank (i) any
Loan, including any Retained Loan, that Bank determines in good faith to have failed, as of the date such Loan was made, to meet the
standards set forth in the approved Program Guidelines in effect on such date, (ii) any Loan including any Retained Loan, that Bank determines
in good faith that any fraud, error, omission, misrepresentation, negligence or similar occurrence with respect to such Loan, materially
affecting Loan quality, has taken place (A) on the part of the related Borrower, or any other Person, including, without limitation,
any servicer or any other party involved in the solicitation, origination, sale or servicing of such Loan, or (B) that would impair in
any way the rights of Bank in the Loan or that violated any Applicable Law, and (iii) any Loan that the Bank has repurchased from a Loan
Purchaser pursuant to a Loan Sale Agreement .1 Any such purchase shall be
made on the third (3rd) Business Day following notice by Bank to Sunlight of such determination by deposit to Bank’s
Account, by ACH, an amount equal to the outstanding principal balance of such Loan, less the amount of the applicable Dealer Discount
plus all accrued but unpaid interest on the Loan and all fees, costs and expenses incurred by Bank in connection therewith.


 


(o)               
(p) Sunlight shall comply and cause each of its Affiliates and Third-Party
Service Providers to take action to enable Bank to comply in all material respects with all applicable Anti- Money Laundering Laws, Anti-Corruption
Laws and Sanctions in connection with the Program. Without limiting the generality of the foregoing, Sunlight shall (i) maintain an anti-money
laundering compliance program that is in compliance, in all material respects, with the Anti-Money Laundering Laws, (ii) conduct, in
all material respects, the due diligence required under the Anti- Money Laundering Laws and Sanctions in connection with all Loan Applications
and Borrowers, including with respect to the legitimacy of the applicable Borrower and (iii) maintain sufficient information to identify
the applicable Borrower for purposes of compliance, in all material respects, with the Anti-Money Laundering Laws and Sanctions. Sunlight
shall provide notice to Bank, within five (5) Business Days of receipt thereof,
of any written notice of any Anti-Money Laundering Law, Anti-Corruption Law or Sanctions violation or action in connection with the Program
involving Sunlight or any of its Affiliates or Third Party Service Providers.


 


(p)               
(q) Sunlight shall cooperate reasonably with Bank with respect to any
proceedings before any court, board or other Governmental Authority which may in any way affect this Agreement, any Loan Sale Agreement,
the Servicing Agreement or any of Bank’s rights hereunder or thereunder, and, in connection therewith, permit Bank, at its election,
to participate in any such proceedings.


 






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(q)               
(r) Sunlight agrees that should an audit, investigation or review of Sunlight
or its Third Party Service Providers reveal noncompliance with this Agreement, the Program Guidelines, and/or Applicable Laws, Sunlight
shall notify Bank as soon as reasonably possible but in any case within ten (10) calendar days of notice of the noncompliance. In addition
to the indemnification provided for in Section 10.01, Sunlight agrees to take all necessary steps to conform its or its Third
Party Service Providers’ actions with this Agreement, the Program Guidelines and/or Applicable Laws, including providing applicable
remediation and/or restitution to affected Borrowers that is acceptable to Bank.


 


(r)                 
(s) Sunlight shall establish and maintain a disaster recovery plan and
business continuity plan that addresses Sunlight’s activities in connection with the Program and Sunlight’s performance of
its duties and obligations under this Agreement and the other Program Documents.


 


(s)                
(t) Subject to Bank’s review and approval, Sunlight shall select
one or more Servicers to assist with the servicing of the Loans and such other Third Party Service Providers as it deems warranted. Sunlight
shall have the right to terminate any Third Party Service Provider with or without cause. Any replacement Third Party Service Provider
shall meet all Program Guidelines. Subject to any required consent of Bank, Sunlight shall have the right to sell servicing rights for
the Loans and, as additional compensation to Sunlight for the services it performs hereunder on behalf of Bank,2
to receive compensation therefor.


 


(t)                 (u) Bank hereby delegates to Sunlight the power to make the following
decisions and take the following actions without further approval of Bank (collectively, the “Delegated Authorities”):
(i) to determine the financial terms for any Loan, consistent with the pre-approved financial terms set forth in Exhibit A or
any financial terms subsequently approved by Bank; (b) directly or indirectly take and process any Loan Application pursuant to the Underwriting
Requirements and execute on behalf of Bank any Note to be executed in connection therewith; (c) directly or indirectly arrange for the
funding of Loans by Bank from accounts established by Bank for such purpose; and (d) underwrite, onboard and contract with Dealers pursuant
to guidelines and agreement forms approved by Bank. Sunlight may delegate to any Dealer any or all of the Delegated Authorities, provided
that any breach of this provision by such Dealer shall be the responsibility of Sunlight.


 


(u)               
(v) Sunlight, directly and through or with Third Party Service Providers,
shall develop all Note forms, notices and other documents, 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. All forms of Notes and forms of Loan Documents are subject to the prior written consent
of Bank.


 


(v)               
(w) Sunlight shall deliver to all Borrowers or other appropriate parties
IRC Form 1099(k) and such other documents as are required by Applicable Laws or the Program, if any.


 


(w)              
(x) Sunlight shall at all times comply with the Credit Model Policy. Solely
in connection with Sunlight’s origination assistance and marketing activities under this Agreement, in connection with a request
of a Bank, Sunlight shall provide Bank with reasonable access to its Technical Information, credit and business models underlying the
Credit Model Policy, including all pricing, credit and underwriting assumptions thereto and the Credit Model Documentation. Such Technical
Information shall be considered the sole property of Sunlight and Sunlight’s Confidential Information hereunder. Bank shall have
the right to test and validate Sunlight’s Technical Information and Credit Model Policy, including any underlying data, for consistency
with the Credit Model Policy, the Program Guidelines, the Credit Policy and the Compliance Guidelines and may use subcontractors in connection
therewith provided that such subcontractors agree in writing to be bound by the terms of Section 10.4 of this Agreement with respect
to any Technical Information or other Sunlight Confidential Information acquired by such subcontractor. Sunlight shall promptly provide
Bank with written notice of any changes to its Credit Model Policy or the Technical Information, including a full-context summary of
the assumptions underpinning such changes as well as the anticipated effects thereof. Subject to the provisions of Section 10.4 hereof,
Bank may, at its election and at the expense of Sunlight, require Sunlight to submit its Technical Information to an independent third
party consultant of Bank’s choosing (i) to validate compliance with the Credit Model Policy, the Credit Policy, the Program Guidelines,
and the Compliance Guidelines, including, but not limited to, all Applicable Laws and (ii) to independently test, iterate and validate
Sunlight’s models for Program compliance, including Sunlight’s loan performance models. In connection with any such testing
and validation, Sunlight shall cooperate with Bank and its consultants including by delivering any requested Technical Information and
making available responsible personnel to answer questions on a timely and complete basis at Sunlight’s sole cost and expense.
The parties agree (i) Bank shall determine the scope of such review and shall have full access to the results of such review and all
related documentation and related information and (ii) Sunlight shall own all right, title and interest in the results of such review
and the documentation relating thereto and the results of such review shall be deemed Sunlight’s Confidential Information and be
treated by the parties in conformity with Section 10.4 hereof. Sunlight expressly agrees that the results of such review and related
materials may be shared by Bank as requested or required by and to Bank’s regulators. In addition, and without limiting the foregoing,
Bank may, at its election and upon prior written notice, require Sunlight to place a copy of its Technical Information related to this
Agreement in escrow with a third party custodian of Bank’s choosing.


 






    15 


     


    

 


(x)             (y) Sunlight shall comply with all requirements of Banks change management
process as it relates to the disclosure and approval of Third Party Service Providers.


 


Section 3.2.
Duties and Responsibilities of Bank. Bank shall perform and discharge the following duties and responsibilities in connection with
the Program:


 


(a)            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, to the best of Bank’s knowledge, Sunlight is not generally subject.
Neither the failure by Bank to establish and maintain any such controls nor the inadequacy of any Bank controls shall relieve Sunlight
of its separate and independent obligations to establish and maintain its own such controls or to comply with the Program Guidelines and
Applicable Law.


 


(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 (i)
make all Loans meeting the Underwriting Requirements and
(ii) be obligated to fund each Loan that relates to a Loan approval provided prior to the effective date of any termination pursuant
to Section 8 notwithstanding any such termination. Bank will disburse Loan Proceeds as provided in Section 5.3 hereof.


 


(e)             Bank
shall comply with its obligations under all Program Documents.


 


Section 3.3. Conditions
Precedent to the Obligations of Bank. The obligations of Bank in this Agreement are subject to the satisfaction of the following conditions
precedent on or prior to Bank’s funding of a Loan:


 


(a)            Each
Loan shall be sourced by Sunlight under the Program and meet the standards set forth in the approved Program Guidelines then in effect;


 


(b)            No
action or proceeding shall have been instituted or threatened against Sunlight or Bank to prevent or restrain the consummation of the
transactions contemplated hereby and there shall be no injunction, decree, or similar restraint preventing or restraining such consummation;


 


(c)             The
representations and warranties of Sunlight set forth in Section 9.1 shall be true and correct in all material respects as though
made on and as of such date and Sunlight shall be in compliance with its covenants and agreements set forth in this Agreement and each
other Program Document;


 


(d)            The
obligations of Sunlight set forth in this Agreement to be performed on or before each date that a Loan is funded shall have been performed
in all material respects;


 


(e)             The
purchase obligations of Sunlight set forth in Section 3.1(o) and Section 5.6 of this Agreement shall have been performed
in all respects.


 


(f)              Bank
determines, in its sole discretion, that no material and adverse change in Sunlight’s financial condition has occurred and is continuing.


 


(g)            Each
other Program Document to which Sunlight and Bank are parties shall be in full force and effect and Sunlight shall not be in default
thereunder; and


 


(h)            Consistent with Section 3.1(z), the validity of Sunlight’s Technical Information, including, but not limited to,
any algorithm used by Sunlight in connection with the Program, shall be established to Bank’s satisfaction.


 






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ARTICLE IV


 


TRADE NAMES, ACCOUNTING SYSTEM; ADVERTISING
AND PROGRAM MATERIALS


 


Section 4.1.
Trade Names and Trademarks. Sunlight shall have no authority to use any Marks of Bank except as explicitly permitted hereunder.
Bank acknowledges that approved Program Materials or Advertising Materials may contain trade names, trademarks or service marks of Sunlight,
and Bank shall have no authority to use any such names or marks separate and apart from their use in the Program Materials or Advertising
Materials or as otherwise approved hereunder or in writing by Sunlight. The parties shall use Program Materials and Advertising Materials
only as permitted herein for the purpose of implementing the provisions of this Agreement and shall not use Program Materials or Advertising
Materials in any manner that would violate Applicable Laws, the terms of this Agreement, or any provision of the Program Guidelines.


 


Section 4.2.
Accounting System. Sunlight shall establish and maintain, at its sole cost and expense, a comprehensive accounting and loan tracking
system to accurately reflect all Loan Applications, Loans and related information regarding the Program and to satisfy the information
requirements of Bank, Regulatory Authorities and Bank’s internal and external auditors. Sunlight shall cause the Servicer to maintain
a loan tracking system that accurately reflects all Loan payment information. Sunlight shall cause the system to provide Bank with access
to copies of all documentation authenticated by Loan Applicants and Borrowers and will provide Loan payment information from Servicer
on a daily basis to Bank. Sunlight further agrees that the information reporting features, integrity and security of the system shall
operate to the reasonable satisfaction of Bank, Regulatory Authorities and Bank’s internal and external auditors. Sunlight further
agrees to cause the system to provide Bank with a daily summary report of Loans to be funded.


 


Section 4.3. Advertising and Program Materials.


 


(a)                
Sunlight and Third Party Service Providers shall prepare the Advertising Materials and Program Materials to be used in connection
with the Program and Sunlight shall ensure that these materials comply, at all times, with Applicable Laws, the terms of this Agreement,
the Bank’s trademark usage guidelines, and the Program Guidelines and are true and accurate and not misleading in any material respect.


 


(b)               
At least ten (10) Business Days prior to the first use of any Bank Marks, Sunlight shall provide to Bank samples of all Advertising
Materials and all Program Materials proposed by Sunlight to include such Marks in order to enable Bank to complete an initial review and
to approve or reject any such materials. Advertising Materials and Program Materials will be considered approved and authorized by Bank
only once such approval and authorization is communicated by Bank in writing. Bank shall provide written notice to Sunlight of Bank’s
rejections of such materials. Sunlight shall not use any such rejected materials. Sunlight hereby agrees that any approval by Bank of
any Advertising Materials and Program Materials shall not relieve Sunlight of its primary responsibility for the preparation and maintenance
of Advertising Materials and Program Materials in accordance with this Section 4.3.


 


(c)                
Sunlight shall deliver to Bank, for Bank’s review samples of all new or modified Advertising Materials and Program Materials
used by Sunlight or a Dealer. To the extent Bank has concern related to any such sample materials, Bank shall provide written notice to
Sunlight and the parties will work to resolve such concern. Sunlight hereby agrees that any review by Bank of any Advertising Materials
and Program Materials shall not relieve Sunlight of its primary responsibility for the preparation and maintenance of Advertising Materials
and Program Materials in accordance with this Section 4.3.


 


(d)               
Bank may at any time retract or modify any approval previously given by it with respect to this Section 4.3 if Bank reasonably
determines that such action is required to remain in compliance with Applicable Laws or for the safe and sound operation of the Program,
or to preserve or protect the Bank’s Marks or Bank’s reputation; provided that, unless such continued use will violate Applicable
Law, any retraction shall only be applicable to Loan Applications filed subsequently to notice of such retraction, in writing, to Sunlight.


 


(e)                 After
Bank’s prior written approval, if required by the terms of this agreement, and subject to Bank’s right to retract or
modify any approval previously given as described in Section 4.3(d), Sunlight may use any Advertising Materials and Program
Materials in accordance with the terms of this Agreement, and need not seek further approval for use of such materials unless there
is a substantive change in the materials. In the event of a substantive change in the Advertising Materials or Program Materials,
Sunlight shall submit such materials to Bank in accordance with Sections 4.3(a) - (c), as applicable. Sunlight hereby agrees
that any review requested or, if required, approval by Bank of any Advertising Materials and Program Materials shall not relieve
Sunlight of its primary responsibility for the preparation and maintenance of Advertising Materials and Program Materials in
accordance with this Section 4.3.


 






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(f)               Subject to the terms and conditions of this Agreement, Bank hereby grants Sunlight and Dealers a non-exclusive, non-assignable
license without the right to sublicense, to use and reproduce Bank’s Marks in the United States, as necessary to perform under the
Program; provided, however, that (a) Sunlight shall obtain Bank’s prior written approval for the use by Sunlight or
any Dealer of Bank’s Marks and such use shall at all times comply with all written instructions provided by Bank regarding the use
of Bank’s Marks; (b) Sunlight acknowledges that neither it nor any Dealer shall acquire any interest in Bank’s Marks; and
(c) Sunlight shall obtain Bank’s prior written approval for any press release incorporating the name, Marks or likeness of Bank.
Upon termination of this Agreement, Sunlight shall, and it shall cause each Dealer to, cease using Bank’s Marks.


 


(g)             Sunlight
and each Dealer shall be permitted to use only those Bank Marks expressly approved by Bank under this Section 4.3. Sunlight shall,
and it shall cause each Dealer to, comply with all instructions from Bank (including any restrictions or prohibitions) as to the use
of the Bank's Marks with any other Marks.


 


(h)             Sunlight
recognizes the value of the goodwill associated with the Bank's Marks and acknowledges that Bank exclusively owns all right, title and
interest in and to the Bank's Marks and all goodwill pertaining thereto. Sunlight acknowledges and agrees that any and all of its use
or the use of any Dealer of the Bank's Marks shall be on behalf of and accrue and inure solely to the benefit of Bank.


 


(i)               Sunlight,
and it shall ensure each Dealer, shall not, anywhere in the world, use or seek to register in its own name, or that of any third party,
any Marks that are the Bank's Marks, that are colorably or confusingly similar to the Bank's Marks, or that incorporate the Bank's Marks
or any element colorably or confusingly similar to the Bank's Marks.


 


Section 4.4. Intellectual
Property. Sunlight shall retain sole and exclusive right, title and interest to all of its Intellectual Property Rights, including
without limitation its Marks and its relationships with Dealers and Sunlight’s proprietary information. Bank shall retain sole and
exclusive right, title and interest in and to all of Bank’s Intellectual Property Rights, including without limitation its Marks,
websites, promotional materials, proprietary information, and technology. This Agreement does not transfer any Intellectual Property Rights
between Sunlight and Bank.


 


Section 4.5. Program
Managers. Sunlight and Bank shall each designate a respective principal contact (each, a “Program Manager”) to
facilitate day-to-day operations and resolve issues that may arise in the implementation of the Program. If the Program Managers are unable
to reach agreement, then the dispute will be referred to the President of Bank and the Chief Executive Officer or another authorized officer
of Sunlight who will work together in good faith towards a resolution. If the parties are unable to resolve the dispute, a party may resolve
the dispute in accordance with Section 10.3.


 


ARTICLE V


 


LOAN ORIGINATION


 


Section 5.1. Dealer Discounts.
The parties acknowledge that each Dealer has agreed or will be required to agree to accept a discount (the “Dealer Discount”),
in a percentage agreed- upon with Sunlight, from the principal amount of each Loan to produce Loan Proceeds to be disbursed to such Dealer
thereon. Upon Bank’s sale of any Loan, whether to Sunlight, any other purchaser or any third party, or upon the prepayment or payment
at maturity of any Loan when held by Bank on its balance sheet, Bank shall ensure that Sunlight receives all amounts so paid in excess
of the sum of (i) the Net Funded Balance of such Loan plus (ii) the Bank Agreed Monthly Cash Flow related to such Loan accrued to the
earlier of (A) the date of such purchase or payment of such Loan
and (B) the Rate Transition Date. For the avoidance of doubt, following the
Rate Transition Date: (i) Sunlight shall bear all Servicing Expense for any Loans; (ii) Bank is entitled to receive from each payment
of any Loan equal to (A) the quotient of (I) the Cash Basis, divided by (II) the outstanding principal balance of such Loan, multiplied
by (B) the portion of such payment that constitutes a payment in respect of the unpaid principal balance of such Loan; and (iii) Sunlight
is entitled to receive from each payment of any Loan all other amounts included therewith, including the portion of such payment that
constitutes a payment in respect of the accrued and unpaid interest on such Loan, any late fees, and any other cash flows from such Loans
not described in clause (b) above.


 


Section 5.2. Note
Execution. When a Dealer enters into a contract with a consumer for the sale, construction and/or installation of Improvements
that such Dealer desires to arrange to be financed under the Program on behalf of such Dealer’s customer, Sunlight shall
directly or indirectly underwrite the Loan Applicant’s Loan Application and arrange for delivery of all disclosures required
by Applicable Law and/or production, execution and delivery of the appropriate loan agreement or promissory note
(“Note”), all in accordance with the Program Guidelines.


 






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Section 5.3. Sunlight
as Paying Agent; Loan Funding. Bank hereby appoints Sunlight as its paying agent for distribution of funds to Dealers. After each
Note is executed and a Disbursement Schedule provided to Bank by Sunlight, Bank will disburse the applicable Loan Proceeds to Sunlight
as paying agent on behalf of Bank for distribution to Dealer in accordance with the Disbursement Schedule related to such Dealer and otherwise
in accordance with this Agreement. Loan Proceeds will be deposited into an account as established therefore between the parties to this
Agreement.


 


Section 5.4. Distribution
of Payments. Prior to
Rate Transition Date. Prior to the Rate Transition Date, Bank hereby further appoints Sunlight as its paying agent for distribution
of cash flows received on all Loans in accordance with this Section 5.4. For each calendar month ended
prior to the Rate Transition Date, cash flows constituting interest received and accruals of Dealer Discount during such month
(the (“Monthly Portfolio Income”) shall be distributed, (a)
first, to Bank in an amount equal to the Bank Agreed Monthly Cash Flow on all Loans for such month, and,
(b) second, to Sunlight in the amount of the aggregate Sunlight
Fee for all Loans for such month. Prior to distributing the Bank Agreed Monthly Cash Flow pursuant to this Section 5.4
for a given month, Sunlight shall be entitled to reimburse itself for all Servicing Expense incurred for such month. AnyPrior
to the Rate Transition Date, any principal received in payment from Borrower on the Loans net of the Dealer Discount accrual
shall be disbursed to Bank. In any calendar month ended prior to the Rate Transition
Date for which the Monthly Portfolio Income is less than the Bank Agreed Monthly Cash Flow, Sunlight agrees to pay the amount
of such difference to Bank within ten (10) Business Days of the end of the relevant month.


 


Section 5.5.[This
Section intentionally left blank] Fees After Rate Transition
Date.


 


(a)            On
and after the Rate Transition Date, a Daily Fee shall be due and payable by Sunlight to Bank for each day on which such Loan remains
on Bank’s balance sheet, as determined by Sunlight in its good faith discretion; provided, however, that a Daily Fee shall be due
and payable for each Loan for the greater of (i) [***] and (ii) [***] days (other than any Loan for which the Bank Agreed Yield that
has been paid or is accrued prior to the Rate Transition Date, in which case a Daily Fee shall be due and payable for such Loan based
on the actual number of days that such Loan remains on Bank’s balance sheet).


 


(b)            As
of any date of determination, if 1 Month SOFR is greater than or less than 1 Month SOFR as of the Rate Transition Date by [***] basis
points or more, each of Sunlight and Bank agree to engage in good faith discussions regarding modifications to the Daily Fees and the
calculation thereof. Any such modification shall be in writing but shall not require a formal amendment to this Agreement.


 


(c)             Within
fifteen (15) Business Days following the last day of any month, Bank shall deliver to Sunlight an invoice for the Aggregate Daily Fees
due and payable in respect of such month as long as Sunlight accurately and timely provides the appropriate servicing data. Should Sunlight
fail to provide the appropriate servicing data accurately or timely to Bank, Bank shall deliver the invoice at its earliest convenience.
Sunlight shall pay the Aggregate Daily Fees within thirty (30) days of the date of such invoice unless Sunlight disputes in good faith
any portion of the Aggregate Daily Fees, in which case Sunlight shall timely pay the undisputed portion of the Aggregate Daily Fees.
In the event of any such dispute, each of Bank and Sunlight shall engage in good faith discussions to diligently resolve such dispute.


 


Section 5.6. Sales
of Loans. (i) Subject to the terms and conditions of this Agreement, including Section 2.5 hereof, Sunlight shall arrange for
sales of Loans under Loan Sale Agreements, provided that no Loan may be transferred by Bank prior to the date that is three (3) Business
Days from the date of origination of such Loan. By arranging for sales of Loans under Loan Sale Agreements, purchasing Loans hereunder
and/or other measures, Sunlight shall ensure that none of the following conditions applies for more than five (5) continuous Business
Days:


 


(a)          
The Bank shall not hold more thanTotal
Loans having an aggregate unpaid principal balances in excess of the Bank Cap.


 


(b)                
 Except for the Bank Hold Exception Loans, Sunlight shall be obligated to repurchase a Loan that has been held by Bank for longer
than twelve (12) months following the Funding Date of such Loan (such twelve (12) month period, the “Bank Hold Period”);
provided, that with respect to any Loan (other than Bank Hold Exception Loans) for which the last day of the Bank Hold Period falls
between the period of July 1, 2020 and April 30, 2021, then the Bank Hold Period for such Loan shall be extended to May 1, 2021.


 


(c)                 Beginning
as of the date when and for so long as the aggregate principal amount of all Loans owned by Bank is $[***] or greater, the weighted
average FICO score of Loans carried on Bank’s balance sheet is [***]. For purpose of this computation, FICO scores shall be
determined as of the date of Loan origination and weightings shall be based on the carrying amounts on Bank’s balance
sheet.


 






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(d)                
A Loan carried on Bank’s balance sheet that is more
than sixty days past duecharged off by Bank or its Servicer.


 


To the extent that Sunlight
is in breach of this Section 5.6 or Section 3.1(o) hereof, Sunlight shall purchase such Loans from Bank as required to remedy
such breach for a purchase price equal to the Net Funded Balance. Except with respect to a Loan to be purchased by Sunlight pursuant to
subclause (d) above, such purchase shall be made within three (3) Business Days after notice thereof by Bank. With respect to any Loan
to be purchased pursuant to subclause (d) above, the Loan shall be purchased on the date that is the
earlier of (x) three (3) Business Days following the last day of the month in which such Loan becomes
sixty (60) days past due or (y) the Business Day prior to which the Loan
becomes ninety (90) days past dueis charged-off by Bank or
its Servicer. Notwithstanding anything contained in this Agreement, for so long as Sunlight is not in compliance with this
Section 5.6 or Section 3.1(o) hereof Bank shall have no obligation to originate any Loans.


 


Section
5.7. Collateral Account. As of the last Business Day of each week, for each Loan (other than any Retained Loan (as defined in the Solar
Program Agreement)) that is more than sixty (60) days past due
as of such Business Day, Sunlight shall deposit into a deposit account
maintained by Sunlight at Bank an amount of cash or cash equivalents [***].


 


ARTICLE VI


 


EXPENSES


 


Section 6.1. Expenses.


 


(a)       Sunlight
shall pay all costs and expenses (i) in respect of the servicing of any Loans
other than any Retained Loans, (ii) associated with any Uniform Commercial Code filings relating to any Loan other than any Retained Loan,
and/or (iii) otherwise incurred by Bank in connection with any amendment, modification, and/or waiver of this Agreement and
all reasonable and documented costs and expenses incurred in connection with periodic site visits, including travel and lodging and all
Program Documents (including all fees and expenses of counsel to Bank related thereto). Provided that Sunlight has not violated the terms
of any of the Program Documents, Sunlight shall not be required to pay for more than one such annual visit. Sunlight shall pay all costs
and expenses incurred by Sunlight in connection with the provision of its services hereunder, including the costs of obtaining credit
reports and delivering adverse action notices, implementing a compliance management system to satisfy the Rules and the Program Guidelines,
together with necessary controls to ensure operation of the Program in compliance with all applicable Rules and Program Guidelines, and
such other direct expenses incurred in connection with providing services to Bank under this Agreement. In addition, in the event that
Sunlight requests that Bank modify the Program Documents or enter into another agreement with Sunlight or a third party with respect to
the Program, then Sunlight shall pay all costs and expenses incurred by Bank in connection therewith, including, without limitation, legal
travel and lodging and all Program Documents (including all fees and expenses of counsel to Bank related thereto).


 


(b)       ACH
and Wire Costs. Without limiting the generality of Section 6.1, Sunlight is responsible for the costs associated with all ACH
and wire transfers executed in connection with the Program.


 


Section 6.2. Taxes.
Each party shall be responsible for payment of any federal, state, or local taxes or assessments applicable to such party associated with
the performance of its obligations under this Agreement and for compliance with all filing, registration and other requirements applicable
to such party related to this Agreement.


 


ARTICLE VII


 


TERM


 


Section 7.1. Unless
terminated earlier in accordance with Article VIII, this Agreement shall have an initial term of four (4) years commencing upon
the Effective Date (the “Initial Term”) and shall automatically renew for successive terms of two (2) years (each,
a “Renewal Term”) (collectively, the Initial Term and Renewal Term(s) shall be referred to as the “Term”),
unless either party provides written notice to the other party of its intent to not renew at least ninety days prior to the end of the
then-current Term.


 


Section 7.2. This
Agreement shall automatically be terminated upon the termination of any other Program Document in accordance with its terms, provided
that the termination of a Loan Sale Agreement shall not cause the termination of this Agreement in the event another Loan Sale Agreement
remains in place.


 


Section 7.3. The
termination of this Agreement shall not discharge any party from any obligation incurred prior to such termination.


 






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Section 7.4. Upon
termination of this Agreement, Sunlight shall purchase (or cause to be purchased) any Loans that have been funded by Bank under this Agreement
that have not theretofore been purchased by Sunlight or another Loan Purchaser hereunder; provided that, the foregoing notwithstanding,
all such Loans to be purchased by Sunlight pursuant to this Section 7.4 shall have been originated on a date that is more than
three (3) Business Days prior to the date of purchase. To the extent any Loan under this Program is required to be purchased pursuant
to this Section but shall not have been originated by Bank more than three (3) Business Days prior, except in the case of a termination
of this Agreement pursuant to Section 8.1(a)(iv)(A) or (B) hereof, the term of this Agreement shall be extended solely as
it relates to such Loan(s) until all such Loan(s) shall have been owned by Bank for the required period.


 


Section 7.5. The
terms of this Article VII shall survive the expiration or earlier termination of this Agreement.


 


ARTICLE VIII


 


TERMINATION


 


Section 8.1. Termination.


 


(a)           Either
party shall have the right to terminate this Agreement immediately upon written notice to the other party in any of the following circumstances
(each a “Termination Event”):


 


(i)                
the other party shall default in any material respect in the performance of any non-monetary, material obligation or undertaking
under any of the Program Documents and such default is not cured within thirty (30) days after written notice thereof has been given to
such other party;


 


(ii)               
the other party shall default in any monetary obligations or undertakings under this Agreement and such default is not cured within
ten (10) days after written notice thereof has been given to such other party;


 


(iii)             
any representation or warranty made by the other party in this Agreement is incorrect in any material respect and is not corrected
within thirty (30) days after written notice thereof has been given to such other party; or


 


(iv)                 
(A) Sunlight shall (I) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect
to itself or its debts under any bankruptcy, insolvency or other similar Law (including provisions of the Bankruptcy Code, 11 U.S.C. 101
et seq.) now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official
of it or any substantial part of its properties or assets, (II) consent to any such relief or to the appointment of or taking possession
by any such official in an involuntary case or other proceeding commenced against it, (III) cease to be solvent or make a general assignment
for the benefit of creditors, (IV) fail generally, not be able or admit in writing its inability to pay its debts as they become due,
or take any action in furtherance of, or indicating its consent to, or approval of or acquiescence in any of the foregoing, or (V) suffer
the appointment of a conservator or receiver for its assets; or


 


(B) Bank shall
(I) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar Law (including provisions of the Federal Deposit Insurance Act) now or hereafter in
effect or seeking the appointment of a trustee, receiver, liquidator, conservator, custodian or other similar official of it or any substantial
part of its properties or assets, (II) consent to any such relief or to the appointment of or taking possession by any such official in
an involuntary case or other proceeding commenced against it, (III) cease to be solvent or make a general assignment for the benefit of
creditors, (IV) fail generally, not be able or admit in writing its inability to pay its debts as they become due, or take any action
in furtherance of, or indicating its consent to, or approval of or acquiescence in any of the foregoing, (V) suffer the appointment of
a conservator or receiver for its assets or (VI) become severely undercapitalized as determined by the applicable Regulatory Authority.


 


(b)                If
(i) either party receives a communication from any Regulatory Authority having jurisdiction over such party, including any letter,
directive or verbal submission of any kind from any such Regulatory Authority, requesting such party to discontinue its
participation in the Program, or (ii) either party has received an opinion from nationally recognized legal counsel that the
activities of either party under the Program or this Agreement violate Applicable Laws then (A) the party receiving such
communication or legal advice shall, within five (5) Business Days after receipt thereof, notify the other party of such
communication or legal advice, as applicable, to the extent permitted under Applicable Law, and (B) the parties shall meet and
consider in good faith any modifications, changes or additions to the Program or the Loan Documents that may be necessary to
eliminate such result. If the parties are unable to reach agreement regarding such modifications, changes or additions to the
Program or the Loan Documents within twenty (20) Business Days after the parties initially meet, either party may terminate this
Agreement upon ten (10) days’ prior written notice to the other party. A party may suspend performance of its obligations
under this Agreement or require the other party to suspend its performance of its obligations under this Agreement, upon providing
the other party advance written notice, if any event described in clauses (i)-(ii) above occurs.


 






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Section 8.2. Effect
of Termination. Upon the termination of this Agreement, (a) Bank shall cease originating any new Loans, (b) Sunlight shall cease marketing
the Program and arranging of new Borrowers, and (c) each party shall immediately discontinue
the use of the other party’s Marks , (d) all amounts due and
owing hereunder shall become due and payable, including any amounts due under Section 6.1(a),
and (e) either party shall have the right to terminate the Loan Program Agreement. Notwithstanding any termination hereof, the terms and
conditions of this Agreement shall survive such termination and remain in place and effective to govern the relationship between the parties
solely for the purposes of purchases of Loans as provided herein, servicing any Loans of Bank existing on the termination date until such
time as they are no longer owned by Bank, paying any compensation or expenses incurred prior to the termination date under Sections
5 and 6 and the matters provided for in Sections 3.2(d),
10.1, 10.2, 10.3, 10.4, 10.5, and 10.7.


 


ARTICLE IX


 


REPRESENTATIONS, WARRANTIES
AND COVENANTS


 


Section 9.1. Sunlight’s
Representations and Warranties. Sunlight makes the following warranties and representations to Bank:


 


(a)            This Agreement is valid, binding and enforceable against Sunlight in accordance with its terms, except (i) as 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 Sunlight has received all necessary approvals and consents for the execution,
delivery and performance by it of this Agreement.


 


(b)            Sunlight
is duly organized, validly existing, and in good standing under the laws of the state of its organization and is authorized, registered
and licensed to do business in each state in which the nature of its activities makes such authorization, registration or licensing necessary
or required.


 


(c)             Sunlight
has the full power and authority to execute and deliver this Agreement and perform all of its obligations hereunder.


 


(d)            The execution of this Agreement and the completion of all actions required or contemplated to be taken by Sunlight hereunder are
within the ordinary course of Sunlight’s business and are not prohibited by Applicable Laws.


 


(e)            The
provisions of this Agreement and the performance of each of its obligations hereunder do not conflict with Sunlight’s organizational
or governing documents, or any material agreement, contract, lease, order or obligation to which Sunlight is a party or by which Sunlight
is bound, including any exclusivity or other provisions of any other agreement to which Sunlight or any related entity is a party, and
including any non-compete agreement or similar agreement limiting the right of Sunlight to engage in activities competitive with the
business of any other party.


 


(f)             Sunlight
is duly qualified to do business, is in good standing under the laws of its state of organization, and has obtained all necessary licenses
and approvals in all jurisdictions where the ownership or lease of its property and/or the conduct of its business, requires such qualification,
licensing or approval and where the failure to be so qualified or to have such licenses and approvals would reasonably be expected to
have a Material Adverse Effect.


 


(g)            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 or any other Program Document other than approvals and authorizations that have previously
been obtained and filings which have previously been made or will be made before Sunlight commences doing business with Borrowers in
a particular state.


 


(h)            All
information which was heretofore furnished by it or on its behalf in writing to Sunlight for purposes of or in connection with this Agreement,
any Program Document or any transaction contemplated hereby or thereby when taken in light of all other information provided by Sunlight
is true and accurate in all material respects on and as of the date such information was furnished (except to the extent that such furnished
information relates solely to an earlier date, in which case such information was true and accurate in all material respects on and as
of such earlier date).


 






    22 


     


    

 


(i)              Except
as licensed or otherwise permitted, Sunlight has not, and will not, use the Intellectual Property Rights, trade secrets or other confidential
business information of any third party in connection with the development of the Program Materials and Advertising Materials or in carrying
out its obligations or exercising its rights under this Agreement.


 


(j)             There
is no action, suit, proceeding or investigation pending or, to the knowledge of Sunlight, threatened against Sunlight seeking a determination
or ruling which, either in any one instance or in the aggregate, would reasonably be expected to result in a Material Adverse Effect
with respect to Sunlight, or which would render invalid this Agreement or any Program Document, or asserting the invalidity of, or seeking
to prevent the consummation of any of the transactions contemplated by, the Program Documents. No proceeding has been instituted against
Sunlight 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 Sunlight
or any substantial part of its property.


 


(k)           Neither
Sunlight nor, to the best of Sunlight’s knowledge, any principal thereof has been or is the subject of any of the following:


 


(i)                 
Enforcement agreement, memorandum 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, with the exception of routine
communications from a Regulatory Authority concerning a consumer complaint and routine examinations of Sunlight conducted by a Regulatory
Authority in the ordinary course of Sunlight’s business; or


 


(iii)             
Restraining order, decree, injunction or judgment in any proceeding or lawsuit alleging fraud or deceptive practices on the part
of Sunlight or any principal thereof.


 


For purposes of
this Section 9.1(k), the word “principal” of Sunlight shall include (i) any person owning or controlling [***]
or more of the voting power of Sunlight, (ii) any officer or director of Sunlight and (iii) any person actively participating in the control
of Sunlight’s business.


 


(l)             Neither
Sunlight, any of its Affiliates nor any of their respective officers, directors or members is a Person (or to Sunlight’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. For purposes hereof, the term “Patriot Act Offense” means any violation of the criminal laws of
the United States of America or of any of the several states, or that would be a criminal violation if committed within the jurisdiction
of the United States of America or any of the several states, relating to terrorism or the laundering of monetary instruments, including
any offense under (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act,
as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense”
also includes the crimes of conspiracy to commit, or aiding and abetting another to commit, a Patriot Act Offense.


 


(m)           Sunlight
and each of its Affiliates is in compliance in all material respects with all applicable anti-money laundering laws and regulations,
including without limitation the Bank Secrecy Act (“BSA”) 31 U.S.C. § 5311 et seq. and Regulation X promulgated
thereunder, the applicable sections of the PATRIOT Act and implementing regulations related to Know-Your- Customer (“KYC”)
and Customer Identification Programs (“CIP”) (collectively, the “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, Sunlight 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.


 


(n)           Sunlight
is in compliance with all Applicable Laws and agrees to maintain commercially reasonable policies and procedures in accordance with
all Applicable Laws, including procedures relating to periodic training and on-going monitoring of Sunlight and its Third Party
Service Providers.


 






    23 


     


    

 


(o)              Sunlight
has a compliance management system in place suitably designed to ensure compliance with the terms of this Agreement, including the Program
Guidelines and Applicable Laws.


 


(p)              Sunlight
is solvent and does not believe, nor does it have any reason or cause to believe, that it cannot perform its obligations contained in
this Agreement.


 


(q)              Sunlight
is not required to register as an “investment company” within the meaning of the Investment Company Act of 1940, as amended,
and is not owned or controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


(r)                 
Sunlight is not a “money services business” as defined in 31 C.F.R. § 1010.100(ff).


 


(s)                
Sunlight has in full force and effect the insurance describedpolicies
that satisfy the minimum requirements set forth in Schedule 9.1(s).


 


Section 9.2. Bank’s
Representations and Warranties. Bank makes the following warranties and representations to Sunlight:


 


(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 originate Loans 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 originate Loans in each state in which Loans are originated under the Program.


 


(h)               
OMITTED.


 


(i)                 
Neither Bank nor, to the best of Bank’s knowledge, any principal thereof has been or is the subject of any of the following,
the result of which would cause Bank to be unable to perform its obligations hereunder:


 


(i)                 
Enforcement agreement, memorandum 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 Section 9.2(k) the word “principal” of Bank shall include (i) any person owning or controlling [***] or
more of the voting power of Bank (ii) any executive manager or member of the board of directors of Bank and (iii) person actively participating
in the control of Bank’s business.


 






    24 


     


    

 


(j)                  Neither Bank, nor to the best of Bank’s knowledge, any of its Affiliates nor any of their respective officers or directors
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
has in full force and effect insurance in such amounts and with such terms, as is
customary and reasonably required in the conduct of its business.


 


Section 9.3. Sunlight’s Covenants. Sunlight
hereby covenants and agrees as follows:


 


(a)           Information.
Sunlight will furnish to Bank:


 


(i)                    
Annual Financial Statements. CopiesWithin
one hundred twenty (120) days after the end of each of its fiscal years,
copies of Sunlight’sits
annual audited financial statements for the year ended December 2018 certified by independent
certified public accountants reasonably satisfactory to Bank and prepared on a consolidated basis in conformity with GAAP, together with
a report of such firm expressing such firm’s opinion thereon without a “going concern” or like qualification or exception
and without any qualification or exception as to the scope of the audit(“Audited Financial Statements”),
will be provided to Bank no later than June 30, 2019.
Commencing with year-end financial statements for 2019, Audited Financial Statements will be provided to Bank within
one hundred twenty (120) days after the end of each of its fiscal yearsthat
this delivery requirement shall be satisfied if Sunlight makes such financial statements available at https://ir.sunlightfinancial.com.


 


(ii)               
Quarterly Financial Statements. Within forty-fivesixty
(4560) days after
the end of each of its fiscal quarters, copies of its unaudited consolidated balance sheet, income statement and related statements of
operations and stockholders’ equity as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding period of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year, all certified by one of its chief financial officer, principal accounting officer, treasurer or
controller as presenting fairly in all material respects its (and its consolidated Subsidiaries) financial condition and results of operations
on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of
footnotes, provided that this delivery
requirement shall be satisfied if Sunlight makes such financial statements available at https://ir.sunlightfinancial.com.


 


(iii)             
Auditors’ Management Letters. Promptly after receipt thereof, notice
that it has received any auditors’ management letters from its accountants that refer in whole or in part to any inadequacy, defect,
problem, qualification or other lack of fully satisfactory accounting controls utilized by it and an opportunity to discuss the contents
of such letter with its managementReserved.


 


(iv)              
Representations. Promptly upon having knowledge of same, notice that any representation or warranty set forth herein or
on any other Program Document was incorrect at the time it was given or deemed to have been given, which failure or breach would reasonably
be expected to materially and adversely affect Bank, together with a written notice setting forth in reasonable detail the nature of such
facts and circumstances.


 


(v)               
Reportable Event. Promptly upon having knowledge of the occurrence of any Reportable Event with respect to any Pension Plan,
notice of such Reportable Event.


 


(vi)               Proceedings.
As soon as possible and in any event within three (3) Business Days after any of its executive officers receives notice or obtains
knowledge thereof, any settlement of, material judgment (including a material judgment with respect to the liability phase of a
bifurcated trial) in or commencement of any labor controversy (of a material nature), litigation, action, suit or proceeding before
any Governmental Authority, which, in the case of any of the foregoing, has had or would reasonably be expected to have a Material
Adverse Effect on Sunlight.


 






    25 


     


    

 


(vii)            
Notice of Material Events. Promptly upon becoming aware thereof, notice of any other event or circumstances that, in its
reasonable judgment has had or would reasonably be expected to have a Material Adverse Effect with respect to Sunlight.


 


(viii)          
Other. Promptly, from time to time, such information, documents or records or reports respecting the Program or the condition
or operations, financial or otherwise, of Sunlight as Bank may from time to time reasonably request.


 


(b)            Notice
of Termination Events. As soon as possible, after obtaining actual knowledge thereof, notify Bank of the occurrence of any Termination
Event applicable to it.


 


(c)            Conduct
of Business. Sunlight shall perform all actions necessary to remain duly organized or incorporated, validly existing and in good
standing in its jurisdiction of formation and to maintain all requisite authority to conduct its business in each jurisdiction in which
it conducts business in connection with the Program.


 


(d)            Compliance with Law. Sunlight shall comply with all Applicable Laws to which it and the Program are subject.


 


(e)             Preservation
of Existence. Sunlight shall preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation,
and qualify and remain qualified in good standing as a foreign limited liability company in each jurisdiction where the failure to preserve
and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material
Adverse Effect.


 


(f)             Taxes.
Sunlight shall file and pay any and all material taxes applicable to Sunlight.


 


(g)             ERISA
Matters. Sunlight shall not (i) engage in any prohibited transaction for which an exemption is not available or has not previously
been obtained from the United States Department of Labor, (ii) fail to satisfy the minimum funding standards under Section 302 of ERISA
or Section 12 of the Code with respect to any Pension Plan, (iii) fail to make any payments to a Multiemployer Plan that it may be required
to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto, (iv) terminate any Pension Plan so as
to result in any liability to it, or (v) permit to exist any occurrence of any Reportable Event with respect to any Pension Plan.


 


(h)            Total
Systems Failure. Sunlight shall promptly notify Bank of any total systems failure and shall advise Bank of the estimated time required
to remedy such total systems failure. Until a total systems failure is remedied, it shall (i) furnish to Bank such periodic status reports
and other information relating to such total systems failure as Bank may reasonably request and (ii) promptly notify Bank if it believes
that such total systems failure cannot be remedied by the estimated date, which notice shall include a description of the circumstances
which gave rise to such delay and the action proposed to be taken in response thereto. It shall promptly notify Bank when a total systems
failure has been remedied.


 


(i)             Modification of Systems. Sunlight agrees, as soon as practicable after the replacement or any material modification of any
operating systems used to make any calculations or reports hereunder or under any other Program Document, to give notice of any such replacement
or modification to Bank, to the extent such replacement or modification is likely to have a Material Adverse Effect.


 


(j)              Furnishing of Information. Sunlight will furnish to Bank, as soon as practicable after receiving a request therefor, such
information with respect to the Program as Bank may reasonably request.


 


(k)            Mergers, Acquisitions, Sales, etc. Sunlight will not consolidate with or merge into any other Person or convey or transfer
its properties and assets substantially as an entirety to any Person, unless:


 


(A)            it
has delivered to Bank an officer’s certificate stating that such transaction complies with this subsection; and


 


(B)            Sunlight
shall have delivered prior written notice of such consolidation, merger, conveyance or transfer to Bank; and


 


(C)            after
giving effect thereto, no Termination Event or event that with notice or lapse of time, or both, would constitute a Termination Event
shall have occurred.


 


(l)             Guaranty. Sunlight shall cause and arrange for the execution and delivery by Sunlight
Financial Holdings Inc. of a guaranty of Sunlight’s obligations and liabilities under this Agreement and any other Program Documents,
which include, without limitation, payment of the amounts specified in Section 5.6 and Sunlight’s indemnity obligations,
in form and substance satisfactory to Bank in its sole and absolute discretion.


 






    26 


     


    

 


ARTICLE X


 


MISCELLANEOUS


 


Section 10.1. Indemnification.


 


(a)                
Indemnification by Sunlight. Except to the extent of any Losses which arise from the direct acts or omissions of Bank or
an Affiliate of Bank, Sunlight shall be liable to and shall indemnify and hold harmless Bank and its directors, officers, employees, agents
and Affiliates and permitted assigns from and against any and all Losses arising out of (i) [***] or any of its [***](without giving effect
to any qualification as to materiality or Sunlight’s knowledge or lack thereof in such term or condition, (ii) [***] (without giving
effect to any qualification as to materiality or Sunlight’s knowledge or lack thereof in such term or condition, (iii) [***], (iv)
[***], (v) [***], (vi) [***], including, but not limited to, [***], (vii) any [***] (viii) [***] or (ix) [***]. In connection with Sunlight’s
indemnification obligations hereunder, Sunlight agrees that the primary responsibility for compliance with Applicable Laws with respect
to the Program, each Loan made thereunder and each Program Document, including without limitation the origination and servicing of Loans,
lies with Sunlight regardless of Bank’s opportunity to review or correct Sunlight’s acts or omissions that lead to any noncompliance
with Applicable Laws or breach of this Agreement or any other Program Document, and that notwithstanding any liability that Bank may have
for its own failure to so comply (including without limitation for any violation by Bank of any state or federal banking law applicable
to Bank’s operations or its performance under this Agreement), [***]. Sunlight represents and warrants that, in order to facilitate
Bank’s assessment of Sunlight’s capacity to honor its indemnification obligations under this Agreement, it has provided Bank
with accurate information related to its business activities, insurance coverage, and legal liabilities. Furthermore, Sunlight agrees
to promptly notify Bank of any event or occurrence that would reasonably be expected to impair Sunlight’s capacity to honor its
indemnification obligations under this Agreement.


 


(b)               
Indemnification by Bank. Except to the extent of any Losses which arise from any act or omission of Sunlight or an Affiliate
of Sunlight, Bank shall be liable to and shall indemnify and hold harmless Sunlight and its officers, directors, employees, agents and
Affiliates and permitted assigns, from and against any Losses arising out of (i) [***] or (ii) [***] in connection with the Program hereunder.


 


(c)                
Notice of Claims. In the event any Third Party Claim is made, any suit or action is commenced or any knowledge of a state
of facts that, if not corrected, would give rise to a right of indemnification of a party hereunder (“Indemnified party”)
by the other party (“Indemnifying party”) is received, the Indemnified party will give notice to the Indemnifying party
as promptly as practicable, but, in the case of lawsuit, in no event later than the time necessary to enable the Indemnifying party to
file a timely answer to the complaint. The Indemnified party shall make available to the Indemnifying party and its counsel and accountants
at reasonable times and for reasonable periods, during normal business hours, all books and records of the Indemnified party relating
to any Third Party Claim for indemnification, and each party hereunder will render to the other such assistance as it may reasonably require
of the other (at the expense of the party requesting assistance) in order to insure prompt and adequate defense of any suit, claim or
proceeding based upon a state of facts which may give rise to a right of indemnification hereunder.


 


(d)                    Defense
and Counsel. Subject to the terms hereof, the Indemnifying party shall have the right to assume the defense of any suit, claim,
action or proceeding. In the event that the Indemnifying party elects to defend any suit, claim or proceeding, then the Indemnifying
party shall notify the Indemnified party within ten (10) days of having been notified pursuant to this Section 10.1 that the
Indemnifying party elects to employ counsel and assume the defense of any such claim, suit, action or proceeding. The Indemnifying
party shall institute and maintain any such defense diligently and reasonably and shall keep the Indemnified party fully advised of
the status thereof. The Indemnified party shall have the right to employ its own counsel if the Indemnified party so elects but the
fees and expense of such counsel shall be at the Indemnified party’s expense, unless (i) the employment of such counsel shall
have been authorized in writing by the Indemnifying party at the Indemnifying party’s expense; (ii) such Indemnified party
shall have reasonably concluded that the interests of such parties are conflicting such that it would be inappropriate for the same
counsel to represent both parties or shall have reasonably concluded that the ability of the parties to prevail in the defense of
any claim are improved if separate counsel represents the Indemnified party (in which case the Indemnifying party shall not have the
right to direct the defense of such action on behalf of the Indemnified party), and in either of such events such reasonable fees
and expenses shall be borne by the Indemnifying party; (iii) the Indemnified party shall have reasonably concluded that it is
necessary to institute separate litigation, whether in the same or another court, in order to defend the claims asserted against it;
(iv) the Indemnified party reasonably concludes that the ability of the parties to prevail in the defense of any claim is materially
improved if separate counsel represents the Indemnified party; and (v) the Indemnifying party shall not have employed counsel
reasonably acceptable to the Indemnified party to take charge of the defense of such action after electing to assume the defense
thereof. In the event that the Indemnifying party elects not to assume the defense of any suit, claim, action or proceeding, then
the Indemnified party shall do so and the Indemnifying party shall pay for, or reimburse Indemnified party, as the Indemnified party
shall elect, all Losses of the Indemnified party.


 






    27 


     


    

 


(e)                
Settlement of Claims. The Indemnifying party shall have the right to compromise and settle any suit, claim or proceeding
in the name of the Indemnified party; provided, however, that the Indemnifying party shall not compromise or settle a suit,
claim or proceeding (i) unless it indemnifies the Indemnified party for all Losses arising out of or relating thereto and (ii) with respect
to any suit, claim or proceeding which seeks any non-monetary relief, without the consent of the Indemnified party, which consent shall
not unreasonably be withheld. The Indemnifying party shall not be permitted to make any admission of guilt on behalf of the Indemnified
party. Any final judgment or decree entered on or in, any claim, suit or action which the Indemnifying party did not assume the defense
of in accordance herewith, shall be deemed to have been consented to by, and shall be binding upon, the Indemnifying party as fully as
if the Indemnifying party had assumed the defense thereof and a final judgment or decree had been entered in such suit or action, or with
regard to such claim, by a court of competent jurisdiction for the amount of such settlement, compromise, judgment or decree. The Indemnifying
party shall be subrogated to any claims or rights of the Indemnified party as against any other Persons with respect to any amount paid
by the Indemnifying party under this Section 10.1(e).


 


(f)                 
Indemnification Payments. Amounts owing under Section 10.1 shall be paid promptly upon written demand for indemnification
containing in reasonable detail the facts giving rise to such Losses.


 


Section 10.2. Limitation
of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES OR LOST PROFITS (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF OR IN CONNECTION WITH
THE PROGRAM DOCUMENTS; PROVIDED, HOWEVER, THAT NOTIFICATION RELATED COSTS SHALL NOT BE DEEMED INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES.


 


Section 10.3. Governing
Law. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, INCLUDING
GENERAL OBLIGATIONS LAW §5-1401, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.


 


Each party hereto
hereby irrevocably submits to the jurisdiction of any New York State or federal court sitting in New York City in any action or proceeding
arising out of or relating to this Agreement, and each party hereto hereby irrevocably agrees that all claims in respect of such action
or proceeding may be heard and determined in such state courts or, to the extent permitted by law, in such federal courts. The parties
hereto hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance
of such action or proceeding. The parties hereto agree that a final judgment not subject to further appeal, in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.


 


Section 10.4. Confidential Information.


 


(a)                
In performing their obligations pursuant to this Agreement, either party may disclose to the other party, either directly or indirectly,
in writing, orally or by intangible objects (including, without limitation, documents), certain confidential or proprietary information
including, without limitation, the names and addresses of a party’s customers, marketing plans and objectives, research and test
results, any information disclosed by Sunlight under Section 3.1(x) hereto and other information that is confidential and the property
of the party disclosing the information (“Confidential Information”). The parties agree that the term Confidential
Information shall include (a) the Program Documents, the Program Guidelines and the Program Materials, as the same may be amended and
modified from time to time, (b) Customer Information, (c) business information (including products and services, employee information,
business models, know-how, strategies, designs, reports, data, research, financial information, pricing information, corporate client
information, market definitions and information, and business inventions and ideas), (d) the terms of Dealer Agreements, and (e) technical
information including software, source code, documentation, algorithms, models, developments, inventions, processes, ideas, designs, drawings,
hardware configuration, and technical specifications, including, but not limited to, computer terminal specifications, the source code
developed from such specifications.


 


(b)                Bank
and Sunlight agree that the other party’s Confidential Information shall be used by each party solely in the performance of
its obligations under the Program Documents.


 






    28 


     


    

 


(c)                
Each party (including, without limitation, their respective Affiliates, officers, directors, counsel, representatives, employees,
advisors, accountants, auditors or agents (“Representatives”)) shall receive Confidential Information in confidence
and shall not, without the prior written consent of the disclosing party, disclose any Confidential Information of the disclosing party;
provided, however, that there shall be no obligation on the part of the parties to maintain in confidence any Confidential
Information disclosed to it by the other which (i) is generally known to the trade or the public at the time of such disclosure, (ii)
becomes generally known to the trade or the public subsequent to the time of such disclosure, but not as a result of disclosure by the
other in violation of this Agreement, (iii) is legally received by either party or any of its respective Representatives from a third
party on a non-confidential basis provided that to such party’s knowledge such third party is not prohibited from disclosing such
information to the receiving party by a contractual, legal or fiduciary obligation to the other party, its Representatives or another
party, or (iv) was or hereafter is independently developed by either party or any of its Representatives without using Confidential Information
or in violation of its obligations under this Agreement.


 


(d)               
The parties agree that the disclosing party owns all rights, title and interest in and to its Confidential Information, and that
the party receiving the Confidential Information will not reverse-engineer any software or other materials embodying the Confidential
Information. The parties acknowledge that Confidential Information is being provided for limited use internally, and the receiving party
agrees to use the Confidential Information only in accordance with the terms and conditions of this Agreement.


 


(e)                
Notwithstanding the foregoing, however, disclosure of the Confidential Information may be made if, and to the extent, requested
or required by law, rule, regulation, interrogatory, request for information or documents, court order, subpoena, administrative proceeding,
inspection, audit, civil investigatory demand, or any similar legal process without liability and, except as required by the following
sentence, without notice to the other party. In the event that the receiving party or any of its Representatives receives a demand or
request to disclose all or any part of the disclosing party’s Confidential Information under the terms of a subpoena or order issued
by a court of competent jurisdiction or under a civil investigative demand or similar process, (i) to the extent practicable and permitted,
the receiving party agrees to promptly notify the disclosing party of the existence, terms and circumstances surrounding such a demand
or request and (ii) if the receiving party or its applicable Representative is compelled to disclose all or a portion of the disclosing
party’s Confidential Information, the receiving party or its applicable Representative may disclose that Confidential Information
that its counsel advises that it is compelled to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment
will be accorded to the Confidential Information that is being so disclosed.


 


(f)                 
Each party represents and covenants that it will protect the Confidential Information of the other party in accordance with prudent
business practices and will use the same degree of care to protect the other party’s Confidential Information that it uses to protect
its own confidential information of a similar type. Except as expressly provided herein, no right or license whatsoever is granted with
respect to the Confidential Information or otherwise.


 


Section 10.5. Privacy
Law Compliance; Security Breach Disclosure. In addition to the requirements of Section 10.4, each party agrees that it shall
obtain, use, retain and share Customer Information in strict compliance with all applicable state and federal laws and regulations concerning
the privacy and confidentiality of such information, including the requirements of the federal Gramm-Leach-Bliley Act of 1999, its implementing
regulations and Bank’s Privacy Notice. Neither party shall disclose or use personally identifiable Customer Information other than
to carry out the purposes for which such information has been disclosed to it hereunder, (b) in connection with a sale or financing of
the related Loans, or (c) in connection with a merger, consolidation, sale of business or similar transaction Further, subject to Section
10.20, Sunlight shall by written contract require any Third Party Service Providers to maintain the confidentiality of said information
in a similar fashion.


 


Sunlight shall
immediately notify Bank in writing of any actual or reasonably suspected unauthorized access to or acquisition, use, disclosure, modification
or destruction of any Customer Information (“Information Security Incident”) of which Sunlight becomes aware, but
in no case later than twenty-four (24) hours after it becomes aware of the Information Security Incident. Such notice shall summarize
in reasonable detail the effect on Bank, if known, of the Information Security Incident and the corrective action taken or to be taken
by Sunlight. Sunlight shall promptly take all necessary and advisable corrective actions and shall cooperate fully with Bank in all reasonable
and lawful efforts to prevent, mitigate or rectify such Information Security Incident. Sunlight shall (i) investigate such Information
Security Incident and perform a root cause analysis thereon; (ii) remediate the effects of such Information Security Incident; and (iii)
provide Bank with such assurances as Bank shall reasonably request that such Information Security Incident is not likely to recur. Except
to the extent otherwise required by Applicable Law, the content of any filings, communications, notices, press releases or reports related
to any Information Security Incident must be approved by Bank prior to any publication or communication thereof.


 






    29 


     


    

 


Upon the occurrence
of an Information Security Incident involving Customer Information in the possession, custody or control of Sunlight or for which Sunlight
is otherwise responsible, Sunlight shall reimburse Bank on demand for all reasonable documented out-of-pocket costs incurred by Bank arising
out of or in connection with such Information Security Incident, including but not limited to: (i) preparation and mailing or other transmission
of notifications or other communications to consumers, employees or others as Bank reasonably deems appropriate; (ii) establishment of
a call center or other communications procedures in response to such Information Security Incident (e.g., customer service FAQs, talking
points and training); (iii) public relations and other similar crisis management services; (iv) legal, consulting, forensic expert and
accounting fees and expenses associated with Bank’s investigation of and response to such incident; and (v) costs for commercially
reasonable credit reporting and monitoring services that are associated with legally required notifications or are advisable under the
circumstances (“Notification Related Costs”).


 


In addition, Sunlight
agrees that it will not make any material changes to its security procedures and requirements affecting the performance of its obligations
hereunder which would materially lessen the security of its operations or materially reduce the confidentiality of any databases and information
maintained with respect to Bank, Borrowers, and Loan Applicants without the prior written consent of Bank.


 


Each party agrees
and represents to the other that, subject to Section 10.20, it and each of its Third Party Service Providers have, or will have
prior to the receipt of any Confidential Information or Customer Information, designed and implemented an information security program
that will comply in all material respects with the applicable requirements set forth in 12 C.F.R. Part 332 (Privacy of Consumer Financial
Information), 12 C.F.R. Part 364 (including the Interagency Guidelines Establishing Information Security Standards found at Appendix B
to Part 364), and 16 C.F.R Part 314 (the “CAN-SPAM Rule”), all as amended, supplemented and/or interpreted in writing
by Regulatory Authorities and all other Applicable Law.


 


Section 10.6. Force
Majeure. In the event that either party fails to perform its obligations under the Program Documents in whole or in part as a consequence
of events beyond its reasonable control (including, without limitation, acts of God, fire, explosion, public utility failure, accident,
floods, embargoes, epidemics, war, terrorist acts, nuclear disaster or riot), such failure to perform shall not be considered a breach
of the Program Documents during the period of such disability. In the event of any force majeure occurrence as set forth in this Section
10.6, the disabled party shall use its best efforts to meet its obligations as set forth in the Program Documents. The disabled party
shall promptly and in writing advise the other party if it is unable to perform due to a force majeure event, the expected duration of
such inability to perform and of any developments (or changes therein) that appear likely to affect the ability of that party to perform
any of its obligations hereunder in whole or in part.


 


Section 10.7. Regulatory
Examinations and Financial Information. Both parties agree to use all commercially reasonable efforts to cooperate with any examination
that may be required by a Regulatory Authority having jurisdiction over the other party, during regular business hours and upon reasonable
prior notice, and to otherwise reasonably cooperate with the other party in responding to such Regulatory Authority’s examination
and requests related to the Program. Upon reasonable prior notice from the other party, the parties agree to submit to an inspection or
audit of their books, records, accounts, and facilities related to the Program, from time to time, during regular business hours subject
to the duty of confidentiality each party owes to its customers and banking secrecy and confidentiality requirements otherwise applicable
to each party under the Program Documents or under Applicable Laws. All expenses of inspection shall be assumed by the party conducting
such inspection or audit. Sunlight shall store all documentation and electronic data related to its performance under this Agreement and
shall make such documentation and data available during any inspection or audit by Bank or its agents. Sunlight shall report to Bank regarding
the performance of its obligations and duties, with such reasonable frequency and in such reasonable manner as mutually agreed by the
parties.


 


Section 10.8. Relationship
of Parties; No Authority to Bind. Bank and Sunlight agree they are independent contractors to each other in performing their respective
obligations hereunder. Nothing in this Agreement or in the working relationship established and developed hereunder shall be deemed or
is intended to be deemed, nor shall it cause, Bank and Sunlight to be treated as partners, joint venturers or otherwise as joint associates
for profit. Bank shall not have any authority or control over any of the property interests or employees of Sunlight. Without limitation
of the foregoing, Bank and Sunlight intend, and they agree to undertake such action as may be necessary or advisable to ensure, that:
(a) the Program complies with federal-law guidelines regarding outsourcing of bank-related activities, installment loans, bank supervision
and control and safety and soundness procedures; (b) Bank is the lender under applicable federal-law standards and is authorized to export
its home-state interest rates and matters material to the rate under 12 U.S.C.A. § 1831d; and (c) all activities related to the marketing
and origination of a loan are made by or on behalf of Bank as disclosed principal for any relevant regulatory, agency law and contract-law
purposes.


 






    30 


     


    

 


Section 10.9. Severability.
In the event that any part of this Agreement is finally ruled by a court, Regulatory Authority or other public or private tribunal of
competent jurisdiction to be invalid or unenforceable, such provision shall be deemed to have been omitted from this Agreement. The remainder
of this Agreement shall remain in full force and effect, and shall be modified to any extent necessary to give such force and effect to
the remaining provisions, but only to such extent. In addition, if the operation of the Program or the compliance by a party with its
obligations set forth herein causes or results in a violation of an Applicable Law, the parties agree to negotiate in good faith to modify
the Program or this Agreement as necessary in order to permit the parties to continue the Program in full compliance with Applicable Laws.


 


Section 10.10. Successors
and Third parties. This Agreement and the rights and obligations hereunder shall bind and inure to the benefit of the parties hereto
and their successors and assigns. The rights and benefits hereunder are specific to the parties and shall not be delegated or assigned
without the prior written consent of the other party. Nothing in this Agreement is intended to create or grant any right, privilege or
other benefit to or for any person or entity other than the parties hereto.


 


Section 10.11. Notices.
All notices and other communications under this Agreement shall be in writing or sent by email and shall be deemed to have been duly given
when delivered in person, by email, by express or overnight mail delivered by a nationally recognized courier (delivery charges prepaid)
or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties as follows (or at such other
address of which the notifying party hereafter receives notice in conformity with this Section 10.11:


 


	To Bank:	Cross River Bank
	 	885 Teaneck Road
	 	Teaneck, New Jersey 07666
	 	Attention: [***]
	 	Telephone: [***]
	 	Facsimile No.: [***]
	 	[***]
	 
	 
	To Sunlight:	Sunlight Financial LLC
	 	234 W101
    N. 39thTryon
    Street, 
	 	7th FloorSuite
    1000
	 	New
    York, New York 10018
	 	Charlotte, NC
    28246
	 	Attention: General
    CounselLegal Department
	 	Telephone:
(201) 241-3520 x902 
	 	notices@sunlightfinancial.com




 


Section 10.12. Waiver;
Amendments. The delay or failure of either party to enforce any of the provisions of this Agreement shall not be construed to be a
waiver of any right of that party. All waivers must be in writing and signed by the party waiving the term, provision or right. Alterations,
modifications or amendments of a provision of this Agreement, including all exhibits and schedules attached hereto, shall not be binding
and shall be void unless such alteration, modification or amendment is in writing and signed by authorized representatives of Sunlight
and Bank.


 


Section 10.13. Counterparts.
This Agreement may be executed and delivered by the parties hereto in any number of counterparts, each of which shall be deemed an original
and all of which together shall constitute one and the same instrument. The parties agree that this Agreement and signature pages may
be transmitted between them by electronic mail and that PDF signatures may constitute original signatures and that a PDF signature page
containing the signature (PDF or original) is binding upon the parties.


 


Section 10.14. Further
Assurances. From time to time, each party will execute and deliver to the other such additional documents and will provide such additional
information as such other party may reasonably require to carry out the terms of this Agreement.


 


Section 10.15. Entire
Agreement. The Program Documents, including this Agreement and its schedules and exhibits (all of which schedules and exhibits are
hereby incorporated into this Agreement) and the documents executed and delivered pursuant hereto and thereto, constitute the entire
agreement between the parties with respect to the subject matter hereof and thereof, and supersede any prior or contemporaneous negotiations
or oral or written agreements between the parties hereto with respect to the subject matter hereof or thereof, except where survival
of prior written agreements is expressly provided for herein.


 






    31 


     


    

 


Section 10.16. Referrals.
Each party represents that it has not agreed to pay any fee or commission to any agent, broker, finder or other person for or on account
of such person’s services rendered in connection with this Agreement that would give rise to any valid claim against the other party
for any commission, finder’s fee or like payment.


 


Section 10.17. Interpretation.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction
to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement
or any amendments thereto, and the same shall be construed neither for nor against either party, but shall be given a reasonable interpretation
in accordance with the plain meaning of its terms and the intent of the parties.


 


Section 10.18. PATRIOT
Act. The parties hereto acknowledge that in order to help the United States government fight the funding of terrorism and money laundering
activities, pursuant to Federal regulations that became effective on October 1, 2003, Section 326 of the USA PATRIOT Act requires all
financial institutions to obtain, verify, record and update information that identifies each person establishing a relationship or opening
an account. Sunlight agrees that it will provide Bank such information as it may request, from time to time, in order for Bank to satisfy
the requirements of the USA PATRIOT Act, including but not limited to the name, address, tax identification number and other information
that will allow it to identify the individual or entity who is establishing the relationship or opening the account.


 


Section 10.19. Headings.
Captions and headings in this Agreement are for convenience only and are not deemed part of this Agreement.


 


Section 10.20. Sunlight
Covenants and Representations Related to Third Party Service Providers. Sunlight shall continually monitor its Third Party Service
Providers to ensure that no action by a Third Party Service Provider will cause a default by Sunlight under this Agreement. Upon discovery
of any action by a Third Party Service Provider that may cause a default by Sunlight under this Agreement, Sunlight shall promptly send
written notice of the same to Bank and shall use its best efforts to ensure that such Third Party Service Provider takes such corrective
measures as may be necessary to cure such default. Anything in this Agreement to the contrary notwithstanding, provided that Sunlight
has complied with the foregoing, Sunlight shall not be deemed in default hereunder for a failure to cause a Third Party Service Provider
to act or not act in a specific way if such action or failure to act will not reasonably cause a default by Sunlight of its other obligations
hereunder.


 


Section 10.21. Survival.
The terms of Sections 4.3(h), 4.3(i), 4.4, 8.2 (Effect of Termination), Section 9.1 (Sunlight’s
Representations and Warranties) and 9.2 (Bank’s Representations and Warranties) and this Article X (Miscellaneous)
shall survive the termination or expiration of this Agreement.


 


Section
10.21. No Set-Off. Except as mutually agreed to in writing by the Parties, neither Party shall have any right of set-off, recoupment,
counterclaim, or other similar right with respect to any payments made by the other Party to such Party pursuant to this Agreement.


 


[Signature Page Follows]


 






    32 


     


    

 


IN WITNESS WHEREOF, the
parties have entered into this Agreement as of the date set forth above.


 


	 	CROSS RIVER BANKBank
	 	 	 
	 	By:	 
	 	 	Name: Gilles Gade
	 	 	Title: Chief Executive Officer
	 	 
	 	By:	 
	 	 	Name: Arlen Gelbard
	 	 	Title: General Counsel
	 	 
	 	SUNLIGHT FINANCIAL LLC
	 	 
	 	By:	 
	 	 	Name: Matt Potere
	 	 	Title: Chief Executive Officer




 






    33 


     


    

 


EXHIBIT A


 


Program Terms


  


[***]


 






    Exhibit A-1 


     


    

 


EXHIBIT B


 


Credit Policy and Underwriting Requirements


 


[***]


 






    Exhibit B-1 


     


    

 


EXHIBIT C


 


Compliance Guidelines


 


[***]


 






    Exhibit C-1 


     


    

 


EXHIBIT D


 


Charge Off Guidelines


 


As permitted by Applicable Law:


 


		·	A
                                            Loan where the Borrower has filed (or an involuntary Bankruptcy petition has been filed against
                                            the borrower) for Bankruptcy protection and has not indicated a desire to reaffirm such debt,
                                            within [***] days of receipt of notification
                                            of the Bankruptcy filing



 


		·	A
                                            Loan that was fraudulently obtained as a result of verifiable identity theft, no later than
                                            [***] days of discovery or when the loss
                                            is determined, whichever is shorter;



 


		·	A
                                            Loan where the Borrower is deceased for at least [***]
                                            days.;



 


		·	A
                                            Loan where the Borrower has obtained an attorney to pursue legal remedies and disputes the
                                            validity of the loan, unless there are extenuating circumstance and the Master Servicer has
                                            a good faith belief the borrower will continue to pay on the loan;



 


		·	A
                                            Loan that is more than [***] days past
                                            due without a payment of at least [***]
                                            percent of a regular monthly installment within the last [***]
                                            days; or



 


		·	A
                                            Loan that Bank deems uncollectible due to the particular facts and circumstances surrounding
                                            the Borrower.



 






    Exhibit D-1 


     


    

 


EXHIBIT E


 


Retained Loan Allocation Method


 


Each pool of Loans to be transferred
pursuant to a Loan Sale Agreement will be subject to the election of Bank to retain Loans from such pool up to a number of Loans which
is the Bank Allocation Percentage of such Loans identified consistent with the Allocation Method and as otherwise described in the Agreement.


 


“Allocation Method”
means, with respect to each pool of Loans identified to be transferred to a Loan Purchaser under a Loan Sale Agreement and set forth on
a Purchase Statement (as defined in the Loan Sale Agreement), the selection of every [***],
or by such other allocation method as Bank and Sunlight shall agree in their reasonable discretion.


 






    Exhibit E-1 


     


    

 


EXIHIBIT F


 


Schedule of Sunlight Products


 


[***]


 






    Exhibit F-1 


     


    

 


Schedule 3.1(j)


 


Reporting Data Fields


 


[***]


 






    Schedule 3.1(j)-1 


     


    

 


Schedule 3.1(k)


 


Sunlight
Audit and Monitoring Program


 


[***]


 






    Schedu1e 3.1(k)-1 


     


    

 


Schedule 3.1(n)


 


Documents Relating to Audit of Sunlight’s
Controls


 


[***]


 






     


     


    

 


Schedule 9.1(s)


 


INSURANCE


 


	Line‌Coverage	Limit
	
    Business Owners Policy

     

    ·        
    Hired &‌and Non-Owned Auto

     

    ·        
    General/Products Liability

     

    ·        
    Property(Bus.Personal

     

    Property)‌

    ·        
    Business Income

     

    ·        
    Umbrella

     
	
     

     

    [***]

     

    [***]

     

    [***]

     

    Actual loss sustained – [***]

     

    [***]

     

	Workers’ Compensation	[***]/[***]
	Specialty Insurance	[***] (shared limit)
	·         D&O	[***]
	
    Combined specialty

    D&O ‌

    ·        
    EPL

     
	
     

    [***]

     

     

	Cyber Insurance	[***]
	Fidelity Bond	[***]
	Professional Liability	[***]
	Excess Liability	[***]


 






    Schedule 9.1(s)-1