Common use of Additional Agreements of the Parties Clause in Contracts

Additional Agreements of the Parties. (a) Notwithstanding anything in this Agreement to the contrary, all excise, sales, use, transfer, documentary, stamp or similar taxes that are payable or that arise as a result of the consummation of the purchase of Subject Loans (“Transfer Taxes”) and any recording or filing fees with respect thereto shall be payable by Purchaser. For all purposes of this Agreement, all property and ad valorem tax liabilities (“Property Taxes”) with respect to Subject Loans purchased by Purchaser hereunder shall likewise be the responsibility of Purchaser, including all such Property Taxes relating to any period prior to the purchase by Purchaser hereunder. For tax returns with respect to Property Taxes, Purchaser will file or cause to be filed such Tax Returns. Bank shall cooperate with Purchaser in connection with the preparation of any such tax return to the extent such tax return relates to any Subject Loan during any time owned by Bank. P▇▇▇▇▇▇▇▇ agrees to reimburse Bank, upon receipt by P▇▇▇▇▇▇▇▇ from Bank of a written invoice, for any Transfer Taxes or Property Taxes relating to any Subject Loan purchased by Purchaser hereunder and paid by Bank. (b) Each of Purchaser, Sunlight and Bank shall provide access, during normal business hours, upon reasonable advance notice to such Person, to any documentation regarding the Loans that may be required by any Regulatory Authority that supervises or has enforcement authority over such Person or any of the activities contemplated hereby, including but not limited to, the FDIC and other similar entities. (c) Bank shall indemnify and hold Purchaser and Sunlight harmless from, and will reimburse Purchaser and Sunlight, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy (“Bank’s Indemnified Matters”) incurred by Purchaser or Sunlight, as applicable, to the extent that Bank’s Indemnified Matters result from any [TEXT REDACTED], or the [TEXT REDACTED]; provided, however, Bank shall not be required to indemnify (i) Purchaser for any such Bank’s Indemnified Matters to the extent resulting from [TEXT REDACTED] or (ii) Sunlight for any such Bank’s Indemnified Matters to the extent resulting from [TEXT REDACTED]. The indemnity obligations of Bank under this Section 9(c) shall survive the termination of this Agreement. (d) Purchaser shall indemnify and hold Bank and Sunlight harmless from, and will reimburse Bank and Sunlight, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy (“Purchaser’s Indemnified Matters”) incurred by Bank or Sunlight, as applicable, to the extent that Purchaser’s Indemnified Matters result from any [TEXT REDACTED], or the [TEXT REDACTED]; provided, however, Purchaser shall not be required to indemnify (i) Bank for any such Purchaser’s Indemnified Matters to the extent resulting from [TEXT REDACTED] or (ii) Sunlight for any such Purchaser’s Indemnified Matters to the extent resulting from [TEXT REDACTED]. The indemnity obligations of Purchaser under this Section 9(d) shall survive the termination of this Agreement. Purchaser represents and warrants that, in order to facilitate Bank’s assessment of Purchaser’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 as have been requested by Bank. Furthermore, P▇▇▇▇▇▇▇▇ agrees to promptly notify Bank of any event or occurrence that would reasonably be expected to impair Purchaser’s capacity to honor its indemnification obligations under this Agreement. (e) Sunlight shall indemnify and hold each of Bank and Purchaser harmless from, and will reimburse both Bank and Purchaser, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy (“Sunlight’s Indemnified Matters”) incurred by Bank or Purchaser, as applicable, to the extent that Sunlight’s Indemnified Matters result from [TEXT REDACTED], or the [TEXT REDACTED]; provided, however, Sunlight shall not be required to indemnify (i) Bank for any such Sunlight’s Indemnified Matters resulting from [TEXT REDACTED] or (ii) Purchaser for any such Sunlight’s Indemnified Matters resulting from [TEXT REDACTED]. The indemnity obligations of Sunlight under this Section 9(e) shall survive the termination of this Agreement.

Additional Agreements of the Parties. (a) Notwithstanding anything in this Agreement to the contrary, all excise, sales, use, transfer, documentary, stamp or similar taxes that are payable or that arise as a result of the consummation of the purchase of Subject Loans (“Transfer Taxes”) and any recording or filing fees with respect thereto shall be payable by Purchaser. For all purposes of this Agreement, all property and ad valorem tax liabilities (“Property Taxes”) with respect to Subject Loans purchased by Purchaser hereunder shall likewise be the responsibility of Purchaser, including all such Property Taxes relating to any period prior to the purchase by Purchaser hereunder. For tax returns with respect to Property Taxes, Purchaser will file or cause to be filed such Tax Returns. Bank shall cooperate with Purchaser in connection with the preparation of any such tax return to the extent such tax return relates to any Subject Loan during any time owned by Bank. P▇▇▇▇▇▇▇▇ agrees to reimburse Bank, upon receipt by P▇▇▇▇▇▇▇▇ from Bank of a written invoice, for any Transfer Taxes or Property Taxes relating to any Subject Loan purchased by Purchaser hereunder and paid by Bank. (b) Each of Purchaser, Sunlight and Bank shall provide access, during normal business hours, upon reasonable advance notice to such Person, to any documentation regarding the Loans that may be required by any Regulatory Authority that supervises or has enforcement authority over such Person or any of the activities contemplated hereby, including but not limited to, the FDIC and other similar entities. (c) Bank shall indemnify and hold Purchaser and Sunlight harmless from, and will reimburse Purchaser and Sunlight, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy (“Bank’s Indemnified Matters”) incurred by Purchaser or Sunlight, as applicable, to the extent that Bank’s Indemnified Matters result from any [TEXT REDACTED], or the [TEXT REDACTED]; provided, however, Bank shall not be required to indemnify (i) Purchaser for any such Bank’s Indemnified Matters to the extent resulting from [TEXT REDACTED] or and (ii) Sunlight for any such Bank’s Indemnified Matters to the extent resulting from [TEXT REDACTED]. The indemnity obligations of Bank under this Section 9(c) shall survive the termination of this Agreement. (d) Purchaser shall indemnify and hold Bank and Sunlight harmless from, and will reimburse Bank and Sunlight, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy (“Purchaser’s Indemnified Matters”) incurred by Bank or Sunlight, as applicable, to the extent that Purchaser’s Indemnified Matters result from any [TEXT REDACTED], or the [TEXT REDACTED]; provided, however, Purchaser shall not be required to indemnify (i) Bank for any such Purchaser’s Indemnified Matters to the extent resulting from [TEXT REDACTED] or and (ii) Sunlight for any such Purchaser’s Indemnified Matters to the extent resulting from [TEXT REDACTED]. The indemnity obligations of Purchaser under this Section 9(d) shall survive the termination of this Agreement. Purchaser represents and warrants that, in order to facilitate Bank’s assessment of Purchaser’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 as have been requested by Bank. Furthermore, P▇▇▇▇▇▇▇▇ agrees to promptly notify Bank of any event or occurrence that would reasonably be expected to impair Purchaser’s capacity to honor its indemnification obligations under this Agreement. (e) Sunlight shall indemnify and hold each of Bank and Purchaser harmless from, and will reimburse both Bank and Purchaser, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy (“Sunlight’s Indemnified Matters”) incurred by Bank or Purchaser, as applicable, to the extent that Sunlight’s Indemnified Matters result from [TEXT REDACTED], or the [TEXT REDACTED]; provided, however, Sunlight shall not be required to indemnify (i) Bank for any such Sunlight’s Indemnified Matters to the extent resulting from [TEXT REDACTED] or (ii) Purchaser for any such Sunlight’s Indemnified Matters to the extent resulting from [TEXT REDACTED]. The indemnity obligations of Sunlight Purchaser under this Section 9(e) shall survive the termination of this Agreement.

Additional Agreements of the Parties. (a) Notwithstanding anything in this Agreement to the contrary, all excise, sales, use, transfer, documentary, stamp or similar taxes that are payable or that arise as a result of the consummation of the purchase of Subject Loans (“Transfer Taxes”) and any recording or filing fees with respect thereto shall be payable by Purchaser. For all purposes of this Agreement, all property and ad valorem tax liabilities (“Property Taxes”) with respect to Subject Loans purchased by Purchaser hereunder shall likewise be the responsibility of Purchaser, including all such Property Taxes relating to any period prior to the purchase by Purchaser hereunder. For tax returns with respect to Property Taxes, Purchaser will file or cause to be filed such Tax Returns. Bank shall cooperate with Purchaser in connection with the preparation of any such tax return to the extent such tax return relates to any Subject Loan during any time owned by Bank. P▇▇▇▇▇▇▇▇ agrees to reimburse Bank, upon receipt by P▇▇▇▇▇▇▇▇ from Bank of a written invoice, for any Transfer Taxes or Property Taxes relating to any Subject Loan purchased by Purchaser hereunder and paid by Bank. (b) Each Subject to the limitations set forth in the Loan Program Agreement, each of Purchaser, Sunlight and Bank shall provide access, during normal business hours, upon reasonable advance notice to such Person, to any documentation regarding the Loans that may be required by any Regulatory Authority that supervises or has enforcement authority over such Person or any of the activities contemplated hereby, including but not limited to, the FDIC and other similar entities. (c) Bank shall indemnify and hold Purchaser and Sunlight harmless from, and will reimburse Purchaser and Sunlight, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy (“Bank’s Indemnified Matters”) incurred by Purchaser or Sunlight, as applicable, to the extent that Bank’s Indemnified Matters result from any [TEXT REDACTED]breach of a representation or warranty by Bank, or the [TEXT REDACTED]non-fulfillment of any covenant of Bank contained in this Agreement; provided, however, Bank shall not be required to indemnify (i) Purchaser for any such Bank’s Indemnified Matters to the extent resulting from [TEXT REDACTED] the negligence, willful misconduct or fraud of Purchaser and (ii) Sunlight for any such Bank’s Indemnified Matters to the extent resulting from [TEXT REDACTED]the negligence, willful misconduct or fraud of Sunlight. The indemnity obligations of Bank under this Section 9(c) shall survive the termination of this Agreement. (d) Purchaser shall indemnify and hold Bank and Sunlight harmless from, and will reimburse Bank and Sunlight, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy (“Purchaser’s Indemnified Matters”) incurred by Bank or Sunlight, as applicable, to the extent that Purchaser’s Indemnified Matters result from any [TEXT REDACTED]breach of a representation or warranty by Purchaser, or the [TEXT REDACTED]non-fulfillment of any covenant of Purchaser contained in this Agreement or any other Program Document (without giving effect to any qualification as to materiality or Purchaser’s knowledge or lack thereof in such term or condition); provided, however, Purchaser shall not be required to indemnify (i) Bank for any such Purchaser’s Indemnified Matters to the extent resulting from [TEXT REDACTED] the negligence, willful misconduct or fraud of Bank and (ii) Sunlight for any such Purchaser’s Indemnified Matters to the extent resulting from [TEXT REDACTED]the negligence, willful misconduct or fraud of Sunlight. The indemnity obligations of Purchaser under this Section 9(d) shall survive the termination of this Agreement. Purchaser represents and warrants that, in order to facilitate Bank’s assessment of Purchaser’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 as have been requested by Bank. Furthermore, P▇▇▇▇▇▇▇▇ agrees to promptly notify Bank of any event or occurrence that would reasonably be expected to impair Purchaser’s capacity to honor its indemnification obligations under this Agreement. (e) Sunlight shall indemnify and hold each of Bank and Purchaser harmless from, and will reimburse both Bank and Purchaser, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy (“Sunlight’s Indemnified Matters”) incurred by Bank or Purchaser, as applicable, to the extent that Sunlight’s Indemnified Matters result from [TEXT REDACTED]any breach of a representation or warranty by Sunlight, or the [TEXT REDACTED]non-fulfillment of any covenant of Sunlight contained in this Agreement (without giving effect to any qualification as to materiality or Purchaser’s knowledge or lack thereof in such term or condition); provided, however, Sunlight shall not be required to indemnify (i) Bank for any such Sunlight’s Indemnified Matters to the extent resulting from [TEXT REDACTED] the negligence, willful misconduct or fraud of Bank or (ii) Purchaser for any such Sunlight’s Indemnified Matters to the extent resulting from [TEXT REDACTED]the negligence, willful misconduct or fraud of Purchaser. The indemnity obligations of Sunlight Purchaser under this Section 9(e) shall survive the termination of this Agreement.

Additional Agreements of the Parties. (a) Notwithstanding anything in this Agreement to the contrary, all excise, sales, use, transfer, documentary, stamp or similar taxes that are payable or that arise as a result of the consummation of the purchase of Subject Loans (“Transfer Taxes”) and any recording or filing fees with respect thereto shall be payable by Purchaser. For all purposes of this Agreement, all property and ad valorem tax liabilities (“Property Taxes”) with respect to Subject Loans purchased by Purchaser hereunder shall likewise be the responsibility of Purchaser, including all such Property Taxes relating to any period prior to the purchase by Purchaser hereunder. For tax returns with respect to Property Taxes, Purchaser will file or cause to be filed such Tax Returns. Bank shall cooperate with Purchaser in connection with the preparation of any such tax return to the extent such tax return relates to any Subject Loan during any time owned by Bank. P▇▇▇▇▇▇▇▇ agrees to reimburse Bank, upon receipt by P▇▇▇▇▇▇▇▇ from Bank of a written invoice, for any Transfer Taxes or Property Taxes relating to any Subject Loan purchased by Purchaser hereunder and paid by Bank. (b) Each Subject to the limitations set forth in the Loan Program Agreement, each of Purchaser, Sunlight and Bank shall provide access, during normal business hours, upon reasonable advance notice to such Person, to any documentation regarding the Loans that may be required by any Regulatory Authority that supervises or has enforcement authority over such Person or any of the activities contemplated hereby, including but not limited to, the FDIC and other similar entities. (c) Bank shall indemnify and hold Purchaser and Sunlight harmless from, and will reimburse Purchaser and Sunlight, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy (“Bank’s Indemnified Matters”) incurred by Purchaser or Sunlight, as applicable, to the extent that Bank’s Indemnified Matters result from any [TEXT REDACTED]breach of a representation or warranty by Bank, or the [TEXT REDACTED]non-fulfillment of any covenant of Bank contained in this Agreement or any other Program Document (without giving effect to any qualification as to materiality or Bank’s knowledge or lack thereof in such term or condition); provided, however, Bank shall not be required to indemnify (i) Purchaser for any such Bank’s Indemnified Matters to the extent resulting from [TEXT REDACTED] the negligence, willful misconduct or fraud of Purchaser or (ii) Sunlight for any such Bank’s Indemnified Matters to the extent resulting from [TEXT REDACTED]the negligence, willful misconduct or fraud of Sunlight. The indemnity obligations of Bank under this Section 9(c) shall survive the termination of this Agreement. (d) Purchaser shall indemnify and hold Bank and Sunlight harmless from, and will reimburse Bank and Sunlight, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy (“Purchaser’s Indemnified Matters”) incurred by Bank or Sunlight, as applicable, to the extent that Purchaser’s Indemnified Matters result from any [TEXT REDACTED]breach of a representation or warranty by Purchaser, or the [TEXT REDACTED]non-fulfillment of any covenant of Purchaser contained in this Agreement or any other Program Document (without giving effect to any qualification as to materiality or Purchaser’s knowledge or lack thereof in such term or condition); provided, however, Purchaser shall not be required to indemnify (i) Bank for any such Purchaser’s Indemnified Matters to the extent resulting from [TEXT REDACTED] the negligence, willful misconduct or fraud of Bank or (ii) Sunlight for any such Purchaser’s Indemnified Matters to the extent resulting from [TEXT REDACTED]the negligence, willful misconduct or fraud of Sunlight. The indemnity obligations of Purchaser under this Section 9(d) shall survive the termination of this Agreement. Purchaser represents and warrants that, in order to facilitate Bank’s assessment of Purchaser’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 as have been requested by Bank. Furthermore, P▇▇▇▇▇▇▇▇ agrees to promptly notify Bank of any event or occurrence that would reasonably be expected to impair Purchaser’s capacity to honor its indemnification obligations under this Agreement. (e) Sunlight shall indemnify and hold each of Bank and Purchaser harmless from, and will reimburse both Bank and Purchaser, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy (“Sunlight’s Indemnified Matters”) incurred by Bank or Purchaser, as applicable, to the extent that Sunlight’s Indemnified Matters result from [TEXT REDACTED]any breach of a representation or warranty by Sunlight, or the [TEXT REDACTED]non-fulfillment of any covenant of Sunlight contained in this Agreement or any other Program Document; provided, however, Sunlight shall not be required to indemnify (i) Bank for any such Sunlight’s Indemnified Matters resulting from [TEXT REDACTED] the negligence, willful misconduct or fraud of Bank or (ii) Purchaser for any such Sunlight’s Indemnified Matters resulting from [TEXT REDACTED]the negligence, willful misconduct or fraud of Purchaser. The indemnity obligations of Sunlight under this Section 9(e) shall survive the termination of this Agreement.

Additional Agreements of the Parties. (a) Notwithstanding anything in this Agreement to the contrary, all excise, sales, use, transfer, documentary, stamp or similar taxes that are payable or that arise as a result of the consummation of the purchase of Subject Loans (“Transfer Taxes”) and any recording or filing fees with respect thereto shall be payable by Purchaser. For all purposes of this Agreement, all property and ad valorem tax liabilities (“Property Taxes”) with respect to Subject Loans purchased by Purchaser hereunder shall likewise be the responsibility of Purchaser, including all such Property Taxes relating to any period prior to the purchase by Purchaser hereunder. For tax returns with respect to Property Taxes, Purchaser will file or cause to be filed such Tax Returns. Bank shall cooperate with Purchaser in connection with the preparation of any such tax return to the extent such tax return relates to any Subject Loan during any time owned by Bank. P▇▇▇▇▇▇▇▇ Purchaser agrees to reimburse Bank, upon receipt by P▇▇▇▇▇▇▇▇ Purchaser from Bank of a written invoice, for any Transfer Taxes or Property Taxes relating to any Subject Loan purchased by Purchaser hereunder and paid by Bank. (b) Each of Purchaser, Sunlight and Bank shall provide access, during normal business hours, upon reasonable advance notice to such Person, to any documentation regarding the Loans that may be required by any Regulatory Authority that supervises or has enforcement authority over such Person or any of the activities contemplated hereby, including but not limited to, the FDIC and other similar entities. (c) Bank shall indemnify and hold Purchaser and Sunlight harmless from, and will reimburse Purchaser and Sunlight, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy (“Bank’s Indemnified Matters”) incurred by Purchaser or Sunlight, as applicable, to the extent that Bank’s Indemnified Matters result from any [TEXT REDACTED], ***] or the [TEXT REDACTED]***] (without giving effect to any qualification as to materiality or Bank’s knowledge or lack thereof in such term or condition); provided, however, Bank shall not be required to indemnify (i) Purchaser or Sunlight, as applicable, for any such Bank’s Indemnified Matters to the extent losses resulting from [TEXT REDACTED***] of Purchaser or (ii) Sunlight for any such Bank’s Indemnified Matters to the extent resulting from [TEXT REDACTED]Sunlight, as applicable. The indemnity obligations of Bank under this Section 9(c) shall survive the termination of this Agreement. (d) Purchaser shall indemnify and hold Bank and Sunlight harmless from, and will reimburse Bank and Sunlight, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy (“Purchaser’s Indemnified Matters”) incurred by Bank or Sunlight, as applicable, to the extent that Purchaser’s Indemnified Matters result from any [TEXT REDACTED***], or the [TEXT REDACTED]***] (without giving effect to any qualification as to materiality or Purchaser’s knowledge or lack thereof in such term or condition); provided, however, Purchaser shall not be required to indemnify (i) Bank or Sunlight, as applicable, for any such Purchaser’s Indemnified Matters to the extent losses resulting from the [TEXT REDACTED***] or (ii) Sunlight for any such Purchaser’s Indemnified Matters to the extent resulting from [TEXT REDACTED]as applicable. The indemnity obligations of Purchaser under this Section 9(d) shall survive the termination of this Agreement. Purchaser represents and warrants that, in order to facilitate Bank’s assessment of Purchaser’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 as have been requested by Bank. Furthermore, P▇▇▇▇▇▇▇▇ Purchaser agrees to promptly notify Bank of any event or occurrence that would reasonably be expected to impair Purchaser’s capacity to honor its indemnification obligations under this Agreement. (e) Sunlight shall indemnify and hold each of Bank and Purchaser harmless from, and will reimburse both Bank and Purchaser, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy Bankruptcy (“Sunlight’s Indemnified Matters”) incurred by Bank or Purchaser, as applicable, to the extent that Sunlight’s Indemnified Matters result from any [TEXT REDACTED], ***] or the [TEXT REDACTED]***] in this Agreement; provided, however, Sunlight shall not be required to indemnify (i) Bank for any such Sunlight’s Indemnified Matters [***] losses resulting from the [TEXT REDACTED***] Bank or (ii) Purchaser for any such Sunlight’s Indemnified Matters [***] losses resulting from the [TEXT REDACTED]***] of Purchaser. The indemnity obligations of Sunlight Purchaser under this Section 9(e) shall survive the termination of this Agreement.

Additional Agreements of the Parties. (a) Notwithstanding anything During the Limitation Period, Pinnacle shall not oppose or interfere with any action by the Smithfield Group to acquire or dispose of Voting Securities in this Agreement to compliance with the contrary, all excise, sales, use, transfer, documentary, stamp or similar taxes that are payable or that arise as a result provisions of the consummation Warrant, nor commence any action against any member of the purchase Smithfield Group arising out of Subject Loans (“Transfer Taxes”) and any recording or filing fees with respect thereto shall be payable by Purchaser. For all purposes relating to its acquisition or holding of Voting Securities, except to enforce, or arising out of a breach of, the provisions of this Agreement. (b) During the Limitation Period, Pinnacle shall furnish to Smithfield such information as Smithfield reasonably requires. (c) During the Limitation Period, Pinnacle, Smithfield, Shore, and Queen shall and hereby agree to: (i) take no action to change the number of directors of Pinnacle from the five (5) directors now provided for in Pinnacle's By-laws without the consent of each of them who then hold Voting Securities; and (ii) vote all property their shares of Common Stock in favor of electing as directors of Pinnacle, one (1) nominee of Queen, two (2) nominees of Shore, and ad valorem tax liabilities two (“Property Taxes”2) nominees of Smithfield (the "Smithfield Directors"). If a vacancy occurs on the Pinnacle Board of Directors, the parties shall use their best efforts to cause the vacancy to be filled in a manner consistent with the intention of the preceding sentence. (d) During the Limitation Period, without the consent of one of the two Smithfield Directors, which consent may be withheld in the sole discretion of such directors, Pinnacle shall not and the parties to this Agreement shall use reasonable commercial efforts (including, without limitation, voting all their shares of Common Stock) to cause Pinnacle not to: (i) declare, pay, or set aside any funds for or in the nature of a dividend or other distribution on or with respect to Subject Loans purchased the shares of Common Stock (other than dividends payable in shares of Common Stock); (ii) engage in any transaction to which Pinnacle is a party on the one hand, and any director, officer, or Affiliate or Associate of Pinnacle or of such director, officer, Affiliate or Associate is a party on the other hand; (iii) make any capital expenditures except for capital expenditures made pursuant to a budget approved in advance by Purchaser hereunder shall likewise be a Smithfield Director, or in the responsibility absence of Purchasersuch an approved budget, including all such Property Taxes relating capital expenditures of not more than One Hundred Thousand Dollars ($100,000) per year; (iv) issue any capital stock, or any right to any period prior to the purchase by Purchaser hereunder. For tax returns with respect to Property Taxes, Purchaser will file receive or cause to be filed such Tax Returns. Bank shall cooperate with Purchaser in connection with the preparation of right convertible into capital stock except for any such tax return issuances made pursuant to agreements outstanding on the extent such tax return relates to date hereof and except as otherwise set forth in subsection (g) of this Section 8; (v) settle any Subject Loan during any time owned by Bank. Pdispute under the ▇▇▇▇▇▇▇▇ agrees to reimburse BankAgreement other than by issuance of stock and/or the repayment of $300,000 plus accrued interest, upon receipt if any, lent by P▇▇. ▇▇▇▇▇▇▇▇ from Bank of a written invoice, for any Transfer Taxes or Property Taxes relating to any Subject Loan purchased by Purchaser hereunder and paid by Bank. (b) Each of Purchaser, Sunlight and Bank shall provide access, during normal business hours, upon reasonable advance notice to such Person, to any documentation regarding the Loans that may be required by any Regulatory Authority that supervises or has enforcement authority over such Person or any of the activities contemplated hereby, including but not limited to, the FDIC and other similar entities. (c) Bank shall indemnify and hold Purchaser and Sunlight harmless from, and will reimburse Purchaser and Sunlight, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy (“Bank’s Indemnified Matters”) incurred by Purchaser or Sunlight, as applicable, to the extent that Bank’s Indemnified Matters result from any [TEXT REDACTED], or corporation as referenced in the [TEXT REDACTED]; provided, however, Bank shall not be required to indemnify (i) Purchaser for any such Bank’s Indemnified Matters to the extent resulting from [TEXT REDACTED] or (ii) Sunlight for any such Bank’s Indemnified Matters to the extent resulting from [TEXT REDACTED]. The indemnity obligations of Bank under this Section 9(c) shall survive the termination of this Agreement. (d) Purchaser shall indemnify and hold Bank and Sunlight harmless from, and will reimburse Bank and Sunlight, as applicable, for, any and all out-of-pocket liabilities, losses, damages, deficiencies, claims, penalties, fines, costs or expenses, including without limitation reasonable attorneys’ fees and court costs in preparation for or at trial, on appeal or in bankruptcy (“Purchaser’s Indemnified Matters”) incurred by Bank or Sunlight, as applicable, to the extent that Purchaser’s Indemnified Matters result from any [TEXT REDACTED], or the [TEXT REDACTED]; provided, however, Purchaser shall not be required to indemnify (i) Bank for any such Purchaser’s Indemnified Matters to the extent resulting from [TEXT REDACTED] or (ii) Sunlight for any such Purchaser’s Indemnified Matters to the extent resulting from [TEXT REDACTED]. The indemnity obligations of Purchaser under this Section 9(d) shall survive the termination of this Agreement. Purchaser represents and warrants that, in order to facilitate Bank’s assessment of Purchaser’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 as have been requested by Bank. Furthermore, P▇▇▇▇▇▇▇▇ agrees Agreement; (vi) except pursuant to promptly notify Bank that certain Credit Agreement between Pinnacle as borrower and Smithfield as lender, borrow, create security interests, modify or prepay existing indebtedness for borrowed money, involving or securing in excess of $250,000 in the aggregate except as specifically set forth in a budget approved by the Board of Directors of Pinnacle (the "Budget"); (vii) change Pinnacle's accounting methods except for changes required to conform to GAAP; (viii) incur any event obligation, including any contingent obligation, or occurrence that would reasonably be expected assume any liability in excess of $250,000, except in accordance with the Budget; (ix) enter into new lines of business or new businesses; (x) execute any amendment to, or modify any provision of the Articles of Incorporation or the By-Laws; (xi) commence a voluntary case or consent to impair Purchaser’s capacity the entry of an order for relief against it in an involuntary case under Chapter 7 or Chapter 11 of the United States Bankruptcy Code; (xii) acquire (including by merger) stock or assets of another business (other than assets acquired in the ordinary course of business), from any seller or group of related sellers in one transaction or in a series of related transactions, for consideration having a fair market value in excess of $500,000, except as specifically set forth in the Budget; (xiii) sell or dispose of assets not in the ordinary course of business (including by merger or sale of stock of a subsidiary), to honor its indemnification obligations under this Agreementany buyer or group of related buyers in one transaction or in a series of related transactions, or for consideration having a fair market value in excess of $500,000, except as specifically set forth in the Budget; or (xiv) increase the compensation payable to any Pinnacle employee earning in excess of Seventy Five Thousand Dollars ($75,000) per year, except in accordance with a company - wide payroll increase of six percent (6%) or less per year. (e) Sunlight shall indemnify Pinnacle shall, promptly following the date hereof, at its cost and hold each of Bank expense, file a registration statement with the SEC under the Exchange Act and Purchaser harmless fromuse reasonable commercial efforts to have such registration statement declared effective. (f) Each party to this Agreement understands, acknowledges, and will reimburse both Bank agrees that, each other party and Purchaserits respective Affiliates and Associates may invest, as applicableparticipate, foror engage in or may possess an interest in, other financial and business ventures and investment and professional activities of every kind and description, independently or with others. The parties hereto expressly agree that no party shall by reason of their relationship hereunder or of the execution of this Agreement have any rights in or to any such venture or activity, or to any fees, income, profits or goodwill derived therefrom or any right to limit or prevent, in any respect, any and all out-of-pocket liabilitiessuch venture or activity, losses, damages, deficiencies, claims, penalties, fines, costs or expensesregardless of its nature, including without limitation reasonable attorneys’ fees limitation, Smithfield's competition with Pinnacle and court costs in preparation for or at trial, on appeal or in bankruptcy Pinnacle's competition with Smithfield. (“Sunlight’s Indemnified Matters”g) incurred by Bank or Purchaser, as applicable, Notwithstanding the provisions of subsection 8(d)(iv) to the extent that Sunlight’s Indemnified Matters result from [TEXT REDACTED]contrary, or Pinnacle shall be entitled to issue stock options (and upon proper exercise of such options, the [TEXT REDACTED]; provided, however, Sunlight shall underlying shares) to two prospective employees of Pinnacle (the names of which have been provided to Smithfield) in an aggregate amount not be required to indemnify exceed Three Hundred Thousand (i300,000) Bank for any such Sunlight’s Indemnified Matters resulting from [TEXT REDACTED] or (ii) Purchaser for any such Sunlight’s Indemnified Matters resulting from [TEXT REDACTED]. The indemnity obligations of Sunlight under this Section 9(e) shall survive the termination of this Agreementshares.