Contract analysis

ARTICLE I — DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture. "Account Control Agreement" means the Deposit Account Control Agreement to be entered into among the Trust, Atlantic Fiduciary Services, Inc. (as Indenture Trustee), and Keymark Trust Company, N

Section 1.02 — Rules of Construction (a) Unless the context otherwise requires, words importing the singular number include the plural number and vice versa, and words importing gender include all genders. (b) References to "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular Section, Article, Exhibit, or Schedule thereof. (c) References to any Arti

ARTICLE II — ORGANIZATION OF THE TRUST

Section 2.01 — Name The Trust shall be known as "SkyLend Receivables Trust 2024-1." All business of the Trust shall be conducted in such name, and all documents and instruments shall be executed on behalf of the Trust in such name. The Trust shall not conduct business under any other name, trade name, or fictitious name without the prior written consent of the Owner Trustee.

Section 2.02 — Formation and Filing (a) The Trust has been created as a Delaware statutory trust pursuant to the DST Act. The Certificate of Trust for the Trust was filed with the Secretary of State of the State of Delaware on February 14, 2024. A copy of the Certificate of Trust as filed is attached hereto as Exhibit A. (b) The Owner Trustee is hereby authorized to execute and file, and shall execute and file at the

Section 2.03 — Office and Principal Place of Business (a) The principal office of the Trust shall be located at c/o Keymark Trust Company, National Association, 600 North King Street, Wilmington, Delaware 19801, or at such other address in the State of Delaware as may be designated by the Depositor by written notice to the Owner Trustee and the Indenture Trustee. (b) The registered agent of the Trust in the State of

Section 2.04 — Purposes and Powers (a) The Trust is formed solely for the following limited purposes: (i) To acquire, hold, manage, and dispose of the Trust Property, consisting of consumer installment-loan receivables and related assets originated by the Sponsor through the SkyLend platform; (ii) To issue the Notes under the Indenture and the Residual Interest under this Agreement; (iii) To make payments to Notehold

Section 2.05 — Tax Status (a) The parties hereto intend that the Trust shall be treated as a grantor trust within the meaning of Subpart E of Subchapter J of Chapter 1 of Subtitle A of the Code (Sections 671 through 679 of the Code) for federal income tax purposes, and not as a partnership, an association taxable as a corporation, or a taxable mortgage pool. The Trust has been assigned Employer Identification Number

Section 2.06 — Term The Trust shall continue in existence until the earliest to occur of: (a) the final payment or other liquidation of the last Receivable held by the Trust and the distribution of all Trust Property in accordance with the terms of the Indenture and this Agreement; (b) the termination of the Trust in accordance with Article IX hereof; or (c) the Final Scheduled Termination Date (i.e., February 14, 20

Section 3.01 — Initial Contribution; Transfer of Trust Property (a) The Depositor has made, concurrently with the execution and delivery of this Agreement, an initial contribution to the Trust of Ten Dollars ($10.00) in consideration for the Residual Interest, and the Owner Trustee hereby acknowledges receipt of such contribution. (b) On the Closing Date, the Depositor shall transfer or cause to be transferred to the

Section 3.02 — Retention of Residual Interest (a) The Depositor shall be the initial holder of the Residual Interest, which shall have an initial principal amount of Eight Million Dollars ($8,000,000), representing approximately 4% of the aggregate $200,000,000 deal value (including the Notes and the Residual Interest). (b) The Residual Interest shall not be rated by any Rating Agency. (c) The Residual Interest shall

Section 3.03 — Depositor Representations and Warranties The Depositor hereby represents and warrants to the Owner Trustee as of the date hereof and as of the Closing Date as follows: (a) Organization and Good Standing. The Depositor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all necessary power and authority to own its propert

Section 3.04 — Authority of Depositor (a) Subject to the terms and provisions of this Agreement and the Indenture, the Depositor shall have the right and power to direct the Owner Trustee in writing to take such administrative actions on behalf of the Trust as the Depositor may reasonably determine to be necessary or advisable, including, without limitation: (i) engaging and terminating service providers, agents, cus

ARTICLE IV — THE OWNER TRUSTEE

Section 4.01 — Appointment and Acceptance (a) SkyLend Funding LLC hereby appoints Keymark Trust Company, National Association as Owner Trustee of the Trust, to have all the rights, powers, and duties set forth herein and in the DST Act. (b) Keymark Trust Company, National Association hereby accepts such appointment and agrees to act as Owner Trustee of the Trust in accordance with and subject to the terms and conditi

Section 4.02 — Duties of the Owner Trustee (a) The Owner Trustee shall hold legal title to all Trust Property for the benefit of the Noteholders and the holder of the Residual Interest and shall protect and conserve such Trust Property in accordance with the terms and provisions of this Agreement and the Indenture. (b) The Owner Trustee shall execute and deliver, on behalf of the Trust, the Transaction Documents and

Section 4.03 — Standard of Care; No Personal Liability (a) The Owner Trustee shall not be personally liable for any act or omission taken or omitted to be taken in good faith and in accordance with the terms of this Agreement, and the Owner Trustee shall not be liable for any error of judgment made in good faith unless such error constitutes willful misconduct, bad faith, or gross negligence on the part of the Owner

Section 4.04 — Compensation of the Owner Trustee (a) As compensation for its services hereunder, the Owner Trustee shall be entitled to receive the Owner Trustee Fee, which shall be Seven Thousand Five Hundred Dollars ($7,500) per annum, payable in equal quarterly installments of One Thousand Eight Hundred Seventy-Five Dollars ($1,875) each, in arrears on each Payment Date (or, if quarterly payment dates differ from

Section 4.05 — Indemnification of the Owner Trustee (a) The Depositor and the Sponsor shall, jointly and severally, indemnify, defend, and hold harmless the Owner Trustee and its officers, directors, employees, agents, and successors (each, an "Owner Trustee Indemnified Party") from and against any and all losses, claims, damages, liabilities, penalties, judgments, settlements, costs, and expenses (including, without

Section 4.06 — Eligibility Requirements The Owner Trustee shall at all times satisfy each of the following eligibility requirements: (a) it shall be a banking corporation, national banking association, or trust company organized and validly existing under the laws of the United States of America or any state thereof; (b) it shall be authorized under such laws to exercise corporate trust powers; (c) it shall have a co

Section 4.07 — Resignation and Removal (a) Resignation. The Owner Trustee may resign at any time by giving not less than sixty (60) days' prior written notice to the Depositor, the Indenture Trustee, and each Rating Agency. Such resignation shall not become effective until a successor Owner Trustee has been appointed and has accepted such appointment in accordance with Section 4.08. (b) Removal. The Depositor may rem

Section 4.08 — Successor Owner Trustee (a) Any successor Owner Trustee shall meet all of the eligibility requirements set forth in Section 4.06 at the time of its appointment and at all times thereafter during the term of its service. (b) Upon the appointment of a successor Owner Trustee and such successor's acceptance of the appointment, the successor Owner Trustee shall execute and deliver a supplement or amendment

Section 4.09 — Merger or Consolidation of Owner Trustee Any entity into which the Owner Trustee may be merged or converted, or any entity resulting from a merger, consolidation, or conversion to which the Owner Trustee is a party, shall be the successor Owner Trustee under this Agreement without the execution or filing of any document or any further act on the part of any of the parties hereto; provided, however, tha

Section 4.10 — Representations of the Owner Trustee Keymark Trust Company, National Association, in its capacity as Owner Trustee, hereby represents and warrants to the Depositor as of the date hereof as follows: (a) Organization and Good Standing. The Owner Trustee is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America, and has full cor

ARTICLE V — SEPARATENESS COVENANTS

Section 5.01 — Covenants of the Trust The Trust covenants and agrees that, so long as any Notes remain outstanding, it shall observe and comply with each of the following separateness covenants: (a) Separate Existence. The Trust shall maintain its existence as a Delaware statutory trust separate and apart from the Depositor, the Sponsor, and their respective affiliates, and shall not merge, consolidate, or amalgamate

Section 5.02 — Bankruptcy Non-Petition Covenant Each party hereto (other than the Owner Trustee in its individual capacity) hereby covenants and agrees that it shall not, prior to the date that is one year and one day (or, if applicable under any then-applicable federal or state bankruptcy, insolvency, or similar law, two years and one day) after the date on which all Notes issued under the Indenture have been paid i

ARTICLE VI — ISSUANCE OF NOTES AND RESIDUAL INTEREST

Section 6.01 — Issuance of Notes (a) On the Closing Date, the Trust shall issue under the Indenture: (i) the Class A Notes in an aggregate initial principal amount of One Hundred Seventy Million Dollars ($170,000,000), representing approximately 85% of the aggregate initial principal amount of Notes; and (ii) the Class B Notes in an aggregate initial principal amount of Twenty-Two Million Dollars ($22,000,000), repre

Section 6.02 — Issuance of Residual Interest (a) On the Closing Date, the Trust shall issue the Residual Interest to the Depositor in the form of the Residual Interest Certificate, substantially in the form attached hereto as Exhibit B, in consideration for the transfer of the Receivables to the Trust pursuant to the Sale and Servicing Agreement. (b) The Residual Interest shall evidence a 100% beneficial ownership in

Section 6.03 — Authentication and Delivery (a) On the Closing Date, the Owner Trustee shall execute, authenticate, and deliver the Notes (or cause the Notes to be authenticated and delivered by the Indenture Trustee in accordance with the Indenture) and the Residual Interest Certificate, in each case as directed by the Depositor. (b) The authentication by the Owner Trustee (or the Indenture Trustee, as applicable) of

ARTICLE VII — APPLICATION OF TRUST PROPERTY; ACCOUNTS

Section 7.01 — Collection Account (a) All collections on the Receivables, including all scheduled payments, prepayments, liquidation proceeds, and other amounts received by or on behalf of the Trust in respect of the Receivables, shall be deposited into the Collection Account established and maintained pursuant to the Account Control Agreement among the Trust, Atlantic Fiduciary Services, Inc. (as Indenture Trustee),

Section 7.02 — Reserve Account (a) A reserve account (the "Reserve Account") shall be established and funded on the Closing Date in an amount equal to 1.00% of the initial aggregate principal balance of the Receivables, which is Two Million Dollars ($2,000,000). (b) The Reserve Account shall be held by the Indenture Trustee for the benefit of the Noteholders and shall be subject to the terms and conditions of the Ind

Section 7.03 — Application of Funds (a) All funds held in the Collection Account, the Reserve Account, and any other accounts established for the benefit of the Trust shall be applied in accordance with the priority of payments (the "waterfall") set forth in the Indenture. Such priority of payments governs the order in which available funds are distributed on each Payment Date to cover Trust expenses, servicing fees,