Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Indenture. "Account Collateral" means, collectively, (a) the Accounts, (b) all Cash, Financial Assets, Investment Property, security entitlements, and other funds and property at any t

Section 1.02. UCC Definitions. The terms "control," "entitlement holder," "entitlement order," "financial asset," "securities account," "securities intermediary," and "security entitlement" shall have the respective meanings ascribed to such terms in Articles 8 and 9 of the UCC as in effect in the State of New York. To the extent that any defined term used herein is defined both in the body of this Agreement and in t

Section 1.03. Rules of Construction. (a) The headings and captions in this Agreement are inserted for convenience of reference only and shall not define, limit, or otherwise affect the construction or interpretation of any provision hereof. (b) Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing any gender include every gender, and references to "pers

Section 2.01. Establishment of Accounts. (a) Collection Account. The Bank shall establish and maintain on its books and records a segregated deposit account in the name of "SkyLend Receivables Trust 2024-1, Collection Account, Atlantic Fiduciary Services, Inc., as Indenture Trustee" (the "Collection Account"). The Collection Account shall be identified by an account number to be assigned by the Bank upon the opening

Section 2.02. Initial Funding. (a) Reserve Account. The Reserve Account shall be funded on the Closing Date in the amount of $2,000,000 (representing 1.00% of the initial aggregate pool balance of the receivables of $200,000,000), which amount shall be deposited in immediately available funds by wire transfer. Such initial deposit shall constitute the Required Reserve Account Balance. (b) Collection Account. The Coll

Section 2.03. Nature of Accounts; Treatment of Items as Financial Assets. (a) All Cash, securities, instruments, and other property credited to or held in the Accounts, whether now existing or hereafter acquired, shall be treated as "financial assets" within the meaning of Section 8-102(a)(9) of the UCC. (b) The Bank hereby agrees that it will treat all items credited to the Accounts as financial assets, regardless o

Section 2.04. Account Statements. The Bank shall provide monthly account statements with respect to each Account to the following persons within five (5) Business Days after the end of each calendar month: (a) Issuer: SkyLend Receivables Trust 2024-1, c/o Skybridge Fintech Ltd., 1400 Market Street, Suite 1210, Wilmington, Delaware 19801, Attention: Tomás Reyes, General Counsel; (b) Servicer: Skybridge Fintech Ltd., 1

Section 3.01. Entitlement Orders. (a) Indenture Trustee Entitlement Orders. The Bank shall comply with all entitlement orders originated by the Indenture Trustee with respect to the Accounts without further consent of the Issuer, the Servicer, the Sub-Servicer, the Originator, the Depositor, or any other person. The Bank shall act upon any such entitlement order promptly and in accordance with its terms. (b) Servicer

Section 3.02. Exclusive Control Notice. (a) Delivery of Exclusive Control Notice. Upon the occurrence and during the continuance of an Event of Default under the Indenture, or upon the occurrence of an Early Amortization Event under the Indenture, the Indenture Trustee may deliver to the Bank a written notice substantially in the form of Schedule C hereto (an "Exclusive Control Notice") directing the Bank to cease co

Section 3.03. Acknowledgment of Control. The Bank hereby acknowledges and agrees that, by virtue of the Bank's agreement to comply with entitlement orders originated by the Indenture Trustee without the further consent of the Issuer or any other person, the Indenture Trustee has "control" (within the meaning of Section 8-106 of the UCC) over each Account and all financial assets, security entitlements, and investment

Section 3.04. Priority. The Bank's obligation to comply with entitlement orders originated by the Indenture Trustee as provided in this Article III is unconditional and absolute and shall not be affected, impaired, or delayed by: (a) any conflicting instruction, entitlement order, or direction from the Issuer, the Servicer, the Sub-Servicer, the Originator, the Depositor, or any other person; (b) any dispute between

ARTICLE IV — PERMITTED INVESTMENTS

Section 4.01. Investment of Funds. Funds on deposit in the Accounts may be invested and reinvested by the Servicer (or by the Sub-Servicer on behalf of the Servicer) in Permitted Investments as defined in the Indenture and as set forth on Schedule B hereto, subject to the delivery of written investment direction to the Bank in form reasonably acceptable to the Bank. Such written investment direction shall specify the

Section 4.02. Maturity Limitations. No Permitted Investment acquired with funds from any Account shall have a stated maturity date later than the Business Day immediately preceding the next Payment Date under the Indenture. In the event that any Permitted Investment is not redeemed, liquidated, or matured on or prior to such date, the Bank shall liquidate such Permitted Investment at the direction of the Indenture Tr

Section 4.03. Investment Risk. All investment risk with respect to Permitted Investments (including, without limitation, any depreciation in value, market loss, credit loss, or loss of principal) shall be borne solely by the Issuer, and the proceeds of any Permitted Investment shall be credited to the applicable Account. The Bank shall have no liability for any investment loss, depreciation, or decline in value of an

ARTICLE V — APPLICATION OF FUNDS; WATERFALL REFERENCE

Section 5.01. Application of Collections. Funds in the Collection Account shall be applied on each Payment Date in accordance with the payment waterfall set forth in the Indenture. Without limiting the foregoing, and for informational purposes only, the Waterfall generally provides for the following priority of payments: (a) first, to the payment of accrued and unpaid interest on the Class A Notes; (b) second, to the

Section 5.02. Reserve Account Withdrawals. Withdrawals from the Reserve Account shall be made only in accordance with the terms and conditions of the Indenture, including: (a) to cover shortfalls in interest payments on the Class A Notes and the Class B Notes on any Payment Date, to the extent that amounts available in the Collection Account are insufficient to make such interest payments in full; (b) to cover shortf

ARTICLE VI — REPRESENTATIONS AND WARRANTIES

Section 6.01. Representations and Warranties of the Bank. The Bank hereby represents and warrants to the Issuer and the Indenture Trustee, as of the date hereof and as of the Closing Date, as follows: (a) Organization and Good Standing. The Bank is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America, with full corporate power and authori

Section 6.02. Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to the Bank and the Indenture Trustee, as of the date hereof and as of the Closing Date, as follows: (a) Organization and Good Standing. The Issuer is a Delaware statutory trust duly formed on February 14, 2024, validly existing, and in good standing under the laws of the State of Delaware, with full power and author

Section 6.03. Representations and Warranties of the Indenture Trustee. The Indenture Trustee hereby represents and warrants to the Issuer and the Bank, as of the date hereof and as of the Closing Date, as follows: (a) Organization and Good Standing. Atlantic Fiduciary Services, Inc. is a Delaware banking corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with f

ARTICLE VII — SUBORDINATION OF BANK'S CLAIMS; NO SETOFF

Section 7.01. No Setoff or Recoupment. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any and all rights of setoff, recoupment, banker's lien, counterclaim, or similar right that it may have, now or in the future, with respect to the Accounts and any financial assets, security entitlements, investment property, Cash, or other funds or property at any time cr

Section 7.02. Subordination. Any security interest, Lien, or claim that the Bank may now or hereafter have in or to the Accounts, the Account Collateral, or any financial assets, security entitlements, or other funds or property credited thereto (whether arising by operation of law, by contract, by the Bank's general terms and conditions, or otherwise) is hereby expressly and irrevocably subordinated to the security

ARTICLE VIII — DUTIES AND LIABILITY OF THE BANK

Section 8.01. Standard of Care. The Bank shall maintain the Accounts and perform its obligations under this Agreement with the same degree of care as it exercises with respect to similar accounts maintained for its own benefit, but in no event less than a commercially reasonable standard of care. The Bank shall maintain accurate books and records with respect to the Accounts and shall preserve all records relating to

Section 8.02. Limitation of Liability. (a) The Bank shall not be liable for any loss, damage, cost, or expense of any kind arising out of or in connection with this Agreement or the Accounts, except to the extent that such loss, damage, cost, or expense is directly and proximately caused by the Bank's own gross negligence, willful misconduct, or bad faith, as determined by a court of competent jurisdiction in a final

Section 8.03. Force Majeure. The Bank shall not be liable for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay results from causes beyond the Bank's reasonable control, including, without limitation, acts of God, fire, flood, earthquake, hurricane, pandemic, epidemic, war (whether declared or undeclared), armed conflict, terrorism, riot, civil di

Section 8.04. Reliance on Instructions. The Bank may rely, and shall be fully protected in relying, upon any entitlement order, notice, instruction, certificate, direction, request, or other communication (including any communication transmitted by electronic means) believed by the Bank in good faith to be genuine and to have been given, signed, or transmitted by an authorized person. The Bank shall not be liable for

Section 9.01. Indemnification by the Issuer. The Issuer agrees (from Trust assets only, and not in its individual capacity or from the personal assets of the Owner Trustee, the Depositor, or any other person) to indemnify, defend, and hold harmless the Bank and its directors, officers, employees, agents, and affiliates (each, a "Bank Indemnified Party") from and against any and all claims, demands, actions, suits, pr

Section 9.02. Indemnification by the Bank. The Bank agrees to indemnify, defend, and hold harmless the Issuer, the Indenture Trustee, and their respective directors, officers, employees, agents, and affiliates (each, a "Non-Bank Indemnified Party") from and against any and all Losses arising out of or resulting from the Bank's gross negligence, willful misconduct, or bad faith in the performance of its obligations un

Section 10.01. Termination Events. This Agreement shall terminate upon the earliest to occur of: (a) the date on which all Notes have been paid in full and the Indenture has been satisfied and discharged in accordance with its terms; (b) written notice from the Indenture Trustee to the Bank that the Accounts are no longer required under the Indenture and that this Agreement may be terminated; (c) the mutual written a

Section 10.02. Effect of Termination. Upon the termination of this Agreement pursuant to Section 10.01, all funds, financial assets, security entitlements, and other property remaining in the Accounts shall be transferred, distributed, or otherwise disposed of in accordance with the written instructions of the Indenture Trustee (or, following the satisfaction and discharge of the Indenture, in accordance with the wri

Section 10.03. Survival. The provisions of Section 8.02 (Limitation of Liability), Section 9.01 (Indemnification by the Issuer), Section 9.02 (Indemnification by the Bank), and Section 12.09 (Confidentiality) shall survive the termination of this Agreement.

Section 11.01. Resignation of Bank. The Bank may resign as Collection Account Bank and Securities Intermediary hereunder upon thirty (30) days' prior written notice to the Issuer and the Indenture Trustee, provided that such resignation shall not become effective until: (a) a successor Bank has been duly appointed in accordance with Section 11.03; (b) such successor Bank has executed a replacement account control agr

Section 11.02. Removal of Bank. The Indenture Trustee may remove the Bank as Collection Account Bank and Securities Intermediary hereunder upon thirty (30) days' prior written notice to the Bank and the Issuer if any of the following events shall have occurred: (a) the Bank fails to maintain the minimum ratings or financial condition thresholds required by the Indenture or applicable rating agency criteria; (b) the B

Section 11.03. Appointment of Successor. Upon the resignation or removal of the Bank pursuant to Section 11.01 or Section 11.02, the Issuer, with the prior written consent of the Indenture Trustee (which consent shall not be unreasonably withheld, conditioned, or delayed), shall appoint a successor Bank that satisfies each of the following requirements: (a) the successor Bank is a national banking association or a st

Section 12.01. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts-of-law principles thereof (other than Section 5-1401 of the New York General Obligations Law, which shall apply). Each of the Parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York sitting in the

Section 12.02. Jurisdiction of Securities Intermediary. For purposes of Sections 8-110 and 9-305 of the UCC, the Bank's jurisdiction is the State of Delaware. Notwithstanding the foregoing, and pursuant to Section 8-110(e) of the UCC, the Parties hereby agree that the securities intermediary's jurisdiction with respect to the Accounts is deemed to be the State of New York, and each Account shall be governed by the la

Section 12.03. Notices. All notices, requests, demands, directions, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given or made when (a) delivered by hand or by overnight courier (with evidence of delivery), (b) sent by email transmission with confirmation of receipt, or (c) three (3) Business Days after being deposited

Section 12.04. Amendments and Waivers. This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by all Parties hereto. No failure or delay by any Party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other

Section 12.05. Entire Agreement. This Agreement, together with the Indenture, the Sale and Servicing Agreement, the Trust Agreement, and the other Transaction Documents, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, among the Parties with respect to such subject matt

Section 12.06. Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the Parties shall use commercially reasonable efforts to agree upon a valid and enforceable provision as a substitute for the invali

Section 12.07. Counterparts. This Agreement may be executed 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. Delivery of an executed counterpart of a signature page of this Agreement by email (in ".pdf" or similar format) or by other electronic means (including Brightwater Software or similar electronic signature platforms

Section 12.08. No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties hereto and the holders of the Notes (who shall be deemed third-party beneficiaries hereof through the Indenture Trustee, acting on their behalf). Except as set forth in the immediately preceding sentence, no person shall have any rights, benefits, or remedies under or by reason of this Agreement, and no p

Section 12.09. Confidentiality. The Bank agrees to maintain the confidentiality of all non-public information regarding the Accounts, the Account Collateral, and the transactions contemplated by this Agreement and the other Transaction Documents, and shall not disclose any such information to any person, except: (a) to the extent required or compelled by applicable law, rule, regulation, subpoena, civil investigative

Section 12.10. Fees and Expenses. The Issuer shall pay the Bank's customary fees and expenses in connection with the establishment and maintenance of the Accounts, as separately agreed between the Issuer and the Bank. The Bank's owner trustee fee is $7,500 per annum, payable in accordance with the terms of the Trust Agreement. The Bank's collection-account-bank fees and related charges are addressed under the Indentu

Section 12.11. Conflict with Indenture. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Indenture, the terms and provisions of the Indenture shall prevail and control to the extent permitted by applicable law; provided, however, that the rights, protections, immunities, and limitations of liability of the Bank under this Agreement (i

3. Upstream Servicing Account (for reference only — not established under this Agreement) SCHEDULE B PERMITTED INVESTMENTS "Permitted Investments" shall have the meaning assigned to such term in the Indenture and shall include, without limitation, each of the following: (a) U.S. Government Obligations. Direct obligations of, or obligations the timely payment of principal and interest on which are unconditionally and