Contract analysis

Section 1. Identity and Authority of Certifying Officer. The undersigned, [Danielle Prescott, Chief Financial Officer] [Arun Mehta, Chief Executive Officer and Co-Founder], is a duly elected, qualified, and acting officer of Skybridge Fintech Ltd. The undersigned has held such position since [__] and has not been removed or suspended from such position as of the date hereof. The undersigned confirms that he/she has r

Section 2. Representations and Warranties — Accuracy and Reaffirmation. 2.1 Representations in the Purchase Agreement. The undersigned hereby certifies that each of the representations and warranties made by SBF in the Purchase Agreement, including without limitation those set forth in Article IV thereof, is true and correct in all material respects as of the Closing Date with the same force and effect as though each

Section 3. Compliance of Receivables with Eligibility Criteria. 3.1 Pool Characteristics as of the Cut-Off Date. The undersigned hereby certifies that, as of the Cut-Off Date of March 31, 2024 (the "Cut-Off Date"), the receivables pool (the "Pool") to be conveyed to SRT 2024-1 meets the following statistical characteristics, as more fully set forth in the Offering Memorandum: (a) Number of Receivables. The Pool consi

Section 4. No Material Adverse Change. The undersigned hereby certifies that since December 31, 2023 (the date of the most recent audited financial statements of SBF, which were audited by Rowland & Cross LLP, independent registered public accounting firm, under the supervision of engagement partner Nathan Delacroix, CPA), there has been no Material Adverse Change (as such term is defined in Section 1.01 of the Purch

Section 5. No Material Adverse Change in Receivables Pool. The undersigned hereby certifies that since the Cut-Off Date (March 31, 2024), there has been no material adverse change in the composition, quality, or performance of the receivables included in the Pool. The delinquency rates, default rates, prepayment speeds, and loss severities of the receivables in the Pool have remained within the ranges described in th

Section 6. Offering Memorandum Accuracy. The undersigned hereby certifies that the Offering Memorandum (including both the Preliminary Offering Memorandum, dated April 5, 2024, and the Final Offering Memorandum, dated [__], 2024), as of its date and as of the Closing Date, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in th

Section 7. Compliance with Covenants. The undersigned hereby certifies that SBF has performed and complied in all material respects with all covenants, agreements, and conditions required to be performed or complied with by SBF under the Transaction Documents on or prior to the Closing Date. Without limiting the generality of the foregoing, the undersigned specifically certifies that SBF has complied in all material

Section 8. No Default or Event of Default. The undersigned hereby certifies that: (a) no "Default" or "Event of Default" (as each such term is defined in the Indenture) under the Indenture has occurred and is continuing as of the Closing Date; (b) no event has occurred that, with the giving of notice, the lapse of time, or both, would constitute a Default or an Event of Default under the Indenture as of the Closing D

Section 9. Absence of Litigation. The undersigned hereby certifies that there is no action, suit, proceeding, claim, or investigation pending or, to the knowledge of the undersigned after due inquiry, threatened against or affecting SBF, SkyLend Funding LLC, or SRT 2024-1 before any court, governmental agency or instrumentality, regulatory body, or arbitrator that: (a) challenges, or would if determined adversely cha

Section 10. Credit Enhancement Levels. The undersigned hereby certifies that the following credit-enhancement features are in place or will be in place as of the Closing Date, in each case consistent with the terms of the Indenture, the SSA, and as described in the Offering Memorandum: (a) Overcollateralization. The initial overcollateralization target is 3.5% of the Initial Pool Balance, equaling $7,000,000. The ove

Section 11. Capital Structure Confirmation. The undersigned hereby certifies that the capital structure of the Notes and the related residual interest is as follows: The CUSIP prefix 87165Q has been allocated for the Notes by the CUSIP Service Bureau. The Class A Notes and the Class B Notes will each be assigned a unique CUSIP number, which will be set forth in the Final Offering Memorandum. The undersigned confirms

Section 12. Equity Ownership Disclosure. The undersigned hereby confirms that, as of the date hereof, Pinnacle Growth Equity Partners, LP, a Delaware limited partnership ("Pinnacle"), owns 62.4% of the fully diluted equity of SBF, having acquired such interest through its $95,000,000 Series C preferred equity investment in SBF completed in 2021. The remaining equity of SBF is held by the founders, management team, an

Section 13. Servicing Arrangements. The undersigned hereby confirms that Clearview Loan Servicing, Inc., an Ohio corporation ("Clearview"), with its principal office located at 8800 Brecksville Road, Suite 300, Cleveland, Ohio 44141, serves as sub-servicer of the receivables pursuant to the Master Servicing Agreement, dated October 1, 2022 (Servicing Account No. CLS-SBF-2022-0041), as amended by Amendment No. 1, date

Section 14. Tax Matters. The undersigned hereby certifies that SBF has obtained or applied for all necessary employer identification numbers for each entity involved in the transactions contemplated by the Transaction Documents, as follows: (a) Skybridge Fintech Ltd.: EIN 84-3291076; (b) SkyLend Funding LLC: EIN 93-4187620; and (c) SkyLend Receivables Trust 2024-1: EIN 93-4201855. The undersigned further states that

Section 15. Reliance and Benefit. This Certificate is being delivered to and for the benefit of the following parties, and each of their respective successors and assigns: (a) Halcyon Securities LLC, in its capacity as initial purchaser of the Notes; (b) Atlantic Fiduciary Services, Inc., in its capacity as indenture trustee, note registrar, paying agent, and custodian under the Indenture; (c) Keymark Trust Company,

1. Purchase Agreement. Preliminary Purchase Agreement, dated as of [__], 2024, among SkyLend Receivables Trust 2024-1 (as issuer), Skybridge Fintech Ltd. (as originator and servicer), SkyLend Funding LLC (as depositor), and Halcyon Securities LLC (as initial purchaser). Halcyon Deal Reference HLC-ABS-2024-017.

2. Receivables Purchase Agreement. Receivables Purchase Agreement, dated as of [__], 2024, between Skybridge Fintech Ltd. (as seller/originator) and SkyLend Funding LLC (as purchaser/depositor).

3. Sale and Servicing Agreement. Sale and Servicing Agreement, dated as of [__], 2024, among SkyLend Funding LLC (as depositor), SkyLend Receivables Trust 2024-1 (as issuer), Skybridge Fintech Ltd. (as servicer), and Clearview Loan Servicing, Inc. (as sub-servicer).

4. Indenture. Indenture, dated as of [__], 2024, between SkyLend Receivables Trust 2024-1 (as issuer) and Atlantic Fiduciary Services, Inc. (as indenture trustee, note registrar, paying agent, and custodian).

5. Trust Agreement. Trust Agreement, dated as of February 14, 2024, between SkyLend Funding LLC (as depositor) and Keymark Trust Company, National Association (as owner trustee).

6. Administration Agreement. Administration Agreement, dated as of [__], 2024, between SkyLend Receivables Trust 2024-1 (as issuer) and Skybridge Fintech Ltd. (as administrator).

7. Account Control Agreement. Account Control Agreement, dated as of [__], 2024, among SkyLend Receivables Trust 2024-1, Atlantic Fiduciary Services, Inc., and Keymark Trust Company, National Association.

8. Custodial Agreement. Custodial Agreement, dated as of [__], 2024, between SkyLend Receivables Trust 2024-1 and Atlantic Fiduciary Services, Inc.

9. Master Servicing Agreement. Master Servicing Agreement, dated October 1, 2022, between Skybridge Fintech Ltd. and Clearview Loan Servicing, Inc. (Servicing Account No. CLS-SBF-2022-0041), as amended by Amendment No. 1, dated March 18, 2024.

10. Offering Memorandum. Preliminary Offering Memorandum, dated April 5, 2024, and Final Offering Memorandum, dated [__], 2024, relating to the offering of the Notes by SkyLend Receivables Trust 2024-1. NOTE: This Officer's Certificate was prepared by Calderwood & Harkness LLP as a template closing deliverable in connection with the proposed offering of Notes by SkyLend Receivables Trust 2024-1. This Certificate was