Contract analysis

I. Background and Recitals As you are aware, the PPA was entered into in connection with a proposed $200,000,000 private placement of asset-backed notes (the "Notes") to be offered and sold pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S thereunder, secured by a pool of unsecured consumer installment-loan receivables originated by SBF through its proprietary

II. Notice of Termination Effective as of the date of this letter, May 8, 2024, each of SBF, the Depositor, and the Trust hereby formally terminates the PPA in accordance with its terms. This termination is occasioned by a series of material developments that have occurred since the date of execution of the PPA, which have rendered the continuation of the Offering impracticable and inadvisable. Specifically, and with

III. Acknowledgment of Expense-Reimbursement Obligation SBF acknowledges that, pursuant to Section 7(b) of the PPA, in the event of termination of the PPA by the Issuer Parties, SBF is responsible for the reimbursement of Halcyon's reasonable, documented out-of-pocket expenses actually incurred in connection with the Offering, including but not limited to legal fees, due diligence costs, printing and distribution exp

IV. Underwriting discount and Placement Fee For the avoidance of doubt, we confirm that no underwriting discount, placement fee, or initial purchaser's commission is owed by any Issuer Party to Halcyon in connection with the termination of the PPA. As set forth in Section 3(a) of the PPA, the initial purchaser's discount of 1.00% of the aggregate principal amount of the Notes placed (which, at the proposed offering s

V. Reservation of Rights Each of SBF, the Depositor, and the Trust hereby expressly reserves all of its respective rights, remedies, claims, and defenses under the PPA, at law, and in equity, whether now known or hereafter arising, including without limitation: (a) Any and all claims arising out of or relating to the servicing-data discrepancy identified by Broadleaf, the conduct of the due diligence process (includi

VI. Ongoing Obligations; Survival The Issuer Parties acknowledge that certain provisions of the PPA expressly survive termination in accordance with their terms. Without limiting the generality of the foregoing, the following provisions of the PPA, among others, remain in full force and effect following the date of termination: (i) Section 7(b) (Expense Reimbursement); (ii) Section 8 (Indemnification); (iii) Section

VII. Request for Cooperation The Issuer Parties request Halcyon's good-faith cooperation in connection with the orderly wind-down of the Offering and the matters arising under the PPA, including without limitation the following: (a) Trustee Coordination. Halcyon is requested to cooperate and coordinate with the Trust's owner trustee, Keymark Trust Company, N.A. ("Keymark"), and the proposed indenture trustee, Atlanti

VIII. Defined Terms Capitalized terms used but not otherwise defined in this notice shall have the meanings ascribed to them in the PPA.

IX. Governing Law This notice and any dispute arising out of or relating hereto, including any claim or controversy concerning the termination of the PPA or the rights and obligations of the parties in connection therewith, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the appl

X. Contact Information All further communications regarding the termination of the PPA, the wind-down of the Offering, and any related matters should be directed to the following: Theodore Langston Partner Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4127 Email: t.langston@calderwoodharkness.com Tomás Reyes General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suit