Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the respective meanings set forth below: "Account Control Agreement" means the Account Control Agreement, dated as of [●], 2024, among the Trust, AFS, and Keymark Trust Company, National Association, governing the establishment, maintenance, and control of the Collection Account and the Reserve Account. "Administrator" means Skybri

Section 1.02 — Rules of Construction (a) The headings and captions in this Agreement are for convenience of reference only and shall not define, limit, or otherwise affect the meaning or interpretation of any provision hereof. (b) Unless the context otherwise requires, (i) references to Articles, Sections, Exhibits, and Schedules are references to Articles, Sections, Exhibits, and Schedules of this Agreement, (ii) re

Section 1.03 — Incorporation by Reference All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture. If a term used herein is not defined herein or in the Indenture, such term shall have the meaning given to it in the Sale and Servicing Agreement. In the event of a conflict between a definition in this Agreement and a definition in the Inden

ARTICLE II — APPOINTMENT; ACCEPTANCE

Section 2.01 — Appointment of Administrator The Trust hereby appoints SBF as the Administrator of the Trust, to perform the administrative duties and obligations set forth in Article III and such other duties as are expressly assigned to the Administrator under the terms of this Agreement and the other Transaction Documents. SBF hereby accepts such appointment and agrees to perform the duties and obligations of the A

Section 2.02 — Authority of Administrator (a) The Trust hereby grants to SBF, and SBF hereby accepts, full power and authority to take all actions, execute and deliver all documents and instruments, and do all things necessary, appropriate, or advisable to carry out its duties and obligations under this Agreement, including, without limitation, the authority to: (i) execute and deliver, on behalf of the Trust, all re

Section 2.03 — Sub-Delegation (a) SBF may, in its discretion, delegate the performance of specific administrative functions contemplated by this Agreement to one or more qualified third parties (each, a "Delegate"); provided, however, that: (i) SBF shall remain primarily responsible and liable for all duties and obligations delegated to any Delegate, and no such delegation shall relieve SBF of any of its obligations

ARTICLE III — DUTIES OF THE ADMINISTRATOR

Section 3.01 — Administrator Fee (a) As compensation for the performance of its duties and obligations under this Agreement, SBF shall be entitled to receive an annual administrator fee (the "Administrator Fee") in the amount of $[●] per annum, payable in equal monthly installments in arrears on each Distribution Date (or, if such date is not a Business Day, on the next succeeding Business Day), commencing on the fir

Section 3.02 — SEC Reporting and Compliance (a) SBF shall prepare, execute, and file (or cause to be prepared, executed, and filed) all reports, statements, and other documents required to be filed by the Trust with the SEC under the Exchange Act and any other applicable securities laws and regulations, including, without limitation, the following: (i) Form 10-D (Distribution Reports). SBF shall prepare and file on b

Section 3.03 — Tax Reporting and Filings (a) SBF shall prepare and file (or cause to be prepared and filed) all federal, state, and local tax returns, information reports, and other tax-related filings required to be made by or on behalf of the Trust, including, without limitation, the following: (i) Federal Income Tax Returns. SBF shall prepare and file IRS Form 1041 (or such other form as may be appropriate) in con

Section 3.04 — Coordination with the Indenture Trustee SBF shall serve as the primary liaison between the Trust and Atlantic Fiduciary Services, Inc. (David Moynihan, Corporate Trust Officer), in its capacity as Indenture Trustee, in connection with the following: (a) Monthly Servicer Reports and Distribution Calculations. SBF shall coordinate the timely delivery of monthly servicer reports and distribution calculati

Section 3.05 — Coordination with the Owner Trustee SBF shall serve as the primary liaison between the Trust and Keymark Trust Company, National Association (Elaine Marchetti, Trust Officer), in its capacity as Owner Trustee, in connection with the following: (a) Trust Administration Matters. SBF shall coordinate with the Owner Trustee regarding all matters relating to the administration of the Trust, including the ex

Section 3.06 — Coordination with the Servicer and Sub-Servicer SBF, in its capacity as Administrator (which is separate and distinct from its capacity as Servicer), shall coordinate with and oversee the performance of the Servicer (SBF, in its separate capacity as Servicer under the Sale and Servicing Agreement) and the Sub-Servicer (Clearview Loan Servicing, Inc.; Meredith Sloane, Vice President of Operations; servi

Section 3.07 — Coordination with Rating Agencies (a) SBF shall maintain and manage the rating-agency relationship on behalf of the Trust with each of the following: (i) Meridian Credit Ratings, Inc. (Gregory Fontaine, Lead Analyst; 7 World Trade Center, 33rd Floor, New York, New York 10007). The annual surveillance fee payable to Meridian is $25,000 per annum. (ii) Carrollton Ratings Group LLC (Teresa Kobayashi, Lead

Section 3.08 — Investor Communications and Notices (a) SBF shall prepare and distribute (or cause to be prepared and distributed) all notices, statements, and communications required to be given by the Trust to the Noteholders under the Indenture or any other Transaction Document, including, without limitation: (i) Distribution date statements setting forth, for each Distribution Date, the amounts distributed to each

Section 3.09 — Record Keeping and Document Retention (a) SBF shall maintain, or cause to be maintained, complete and accurate books and records of the Trust, including, without limitation: (i) copies of all Transaction Documents (including all amendments, supplements, and modifications thereto); (ii) copies of all SEC filings, tax returns, and other regulatory filings made by or on behalf of the Trust; (iii) all corr

Section 3.10 — Compliance with Law (a) SBF shall ensure that all actions taken by it on behalf of the Trust in the performance of its duties hereunder comply in all material respects with all Applicable Law, including, without limitation, the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, as amended (to the extent applicable), the Internal Revenue Code, and Regulation AB. (b) SBF shall monitor cha

Section 3.11 — Additional Duties (a) SBF shall perform such other administrative duties as may reasonably be requested from time to time by the Indenture Trustee, the Owner Trustee, or a majority of Noteholders (by aggregate principal amount of the outstanding Notes), in each case to the extent consistent with the terms of the Transaction Documents and Applicable Law. (b) Without limiting the generality of the forego

ARTICLE IV — STANDARD OF CARE; RELIANCE

Section 4.01 — Standard of Care (a) SBF shall perform its duties and obligations under this Agreement with the same degree of care, skill, prudence, and diligence as it would exercise in the management and administration of its own affairs of a similar nature, and in no event less than the degree of care and diligence consistent with customary industry standards for administrators of asset-backed securities trusts. (

Section 4.02 — Reliance (a) SBF shall be entitled to rely, and shall be protected in relying, in good faith upon any of the following: (i) information, data, reports, certificates, and statements provided by the Servicer, the Sub-Servicer, the Indenture Trustee, the Owner Trustee, or any other Person believed by SBF in good faith to be authorized to provide such information; (ii) the opinions, advice, and counsel of

Section 4.03 — No Fiduciary Duty to Noteholders Nothing in this Agreement shall be construed to impose upon SBF any fiduciary duty or obligation to the Noteholders or any other Person (other than the Trust, as expressly provided herein). SBF's duties and obligations under this Agreement are exclusively contractual in nature and arise solely from the express provisions of this Agreement. No Noteholder or other Person

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR SBF hereby represents and warrants to the Trust as of the date hereof and as of the Closing Date as follows:

Section 5.01 — Organization and Good Standing SBF is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. SBF has all requisite corporate power and authority to own and operate its properties and assets, to conduct its business as presently conducted, and to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. SBF

Section 5.02 — Due Authorization; No Conflict (a) The execution, delivery, and performance by SBF of this Agreement and the consummation by SBF of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of SBF, including the adoption of Board Resolutions authorizing the securitization transaction and SBF's entry into this Agreement and the other Transaction Documen

Section 5.03 — Binding Obligation This Agreement constitutes the legal, valid, and binding obligation of SBF, enforceable against SBF in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and similar laws affecting creditors' rights generally, and (b) general principles of equity (whether considered in a proceeding at law or in equit

Section 5.04 — No Litigation There is no pending, or to SBF's knowledge (after due inquiry), threatened action, suit, proceeding, investigation, or arbitration before or by any court, governmental authority, arbitral tribunal, or other body against or affecting SBF that would, individually or in the aggregate, materially impair SBF's ability to perform its obligations under this Agreement or that questions the validi

Section 5.05 — Compliance with Laws SBF is in compliance in all material respects with all Applicable Laws, rules, regulations, orders, and decrees relevant to the performance of its obligations under this Agreement, including, without limitation, the Securities Act, the Exchange Act, and the Internal Revenue Code. SBF has not received any notice of material non-compliance from any governmental authority with respect

Section 5.06 — Capacity and Resources SBF possesses adequate personnel, infrastructure, information technology systems, and financial resources to perform the administrative duties contemplated by this Agreement. In support of this representation, SBF notes the following indicators of its operational scale and financial capacity: (a) SBF originated approximately $1.4 billion in consumer installment loans through the

ARTICLE VI — COVENANTS OF THE ADMINISTRATOR SBF hereby covenants and agrees as follows:

Section 6.01 — Performance of Duties SBF shall diligently and faithfully perform all duties and obligations described in Article III of this Agreement in a timely and professional manner and in accordance with the Indenture, the Trust Agreement, the Sale and Servicing Agreement, and Applicable Law. SBF shall devote such time, attention, and resources as are reasonably necessary to fulfill its obligations hereunder.

Section 6.02 — Maintenance of Qualifications SBF shall at all times maintain in full force and effect all licenses, permits, registrations, and qualifications (including any required qualifications to do business in each jurisdiction in which its duties hereunder require it to act) necessary for the performance of its duties under this Agreement. SBF shall promptly notify the Indenture Trustee and the Owner Trustee o

Section 6.03 — Separateness of the Trust (a) SBF shall at all times respect and preserve the separate legal existence of the Trust and SkyLend Funding LLC as entities distinct from SBF and from each other. SBF shall not take any action, or fail to take any action, that would jeopardize or impair the bankruptcy-remote status of the Trust or SkyLend Funding LLC. (b) Without limiting the foregoing, SBF shall: (i) mainta

Section 6.04 — Notice of Material Events SBF shall promptly (and in any event within two (2) Business Days of obtaining knowledge thereof) notify the Indenture Trustee, the Owner Trustee, and the Rating Agencies of the occurrence of any of the following: (a) any event that constitutes, or that with the passage of time, the giving of notice, or both, would constitute, an event of default or early-amortization event un

Section 6.05 — Cooperation with Auditors SBF shall cooperate fully with Rowland & Cross LLP (or any successor auditor engaged by the Trust) and shall provide such access to the Trust's books, records, systems, and personnel as may be reasonably necessary in connection with any audit, agreed-upon procedures engagement, attestation, comfort letter, or other engagement relating to the Trust, the Receivables, or the Note

Section 6.06 — Insurance SBF shall maintain, at its own expense, errors-and-omissions insurance and fidelity bond coverage in amounts and with coverage terms customary for administrators of asset-backed securities trusts of a similar size and nature. SBF shall provide evidence of such insurance coverage to the Indenture Trustee and the Owner Trustee upon request and shall promptly notify the Indenture Trustee and the

ARTICLE VII — RESIGNATION AND REMOVAL OF ADMINISTRATOR

Section 7.01 — Resignation (a) SBF may resign as Administrator upon not less than sixty (60) days' prior written notice to the Trust (acting through the Owner Trustee), the Indenture Trustee, and the Rating Agencies. Such notice shall specify the proposed effective date of resignation and shall describe in reasonable detail SBF's reasons for resigning. (b) No resignation of SBF as Administrator shall become effective

Section 7.02 — Removal (a) SBF may be removed as Administrator by the Indenture Trustee, acting at the written direction of Noteholders holding a majority in aggregate principal amount of the outstanding Notes, upon the occurrence and continuation of an Administrator Default (as defined in Section 7.04). (b) Removal shall be effected by delivery of written notice of removal to SBF, the Owner Trustee, and the Rating A

Section 7.03 — Successor Administrator (a) Upon any resignation or removal of SBF as Administrator, the Indenture Trustee (or, if directed by Noteholders holding a majority in aggregate principal amount of the outstanding Notes, the Owner Trustee) shall, as promptly as practicable, appoint a successor Administrator. (b) Any successor Administrator must be a Person that: (i) has a net worth of not less than $[●]; (ii)

Section 7.04 — Administrator Default An "Administrator Default" shall mean the occurrence of any of the following events: (a) failure by SBF to observe or perform any material duty, obligation, or covenant under this Agreement, which failure continues unremedied for a period of thirty (30) days after written notice thereof is given to SBF by the Indenture Trustee, the Owner Trustee, or Noteholders holding not less th

Section 7.05 — Transition Obligations Upon any resignation or removal of SBF as Administrator, SBF shall: (a) deliver to the successor Administrator (or, if no successor has been appointed, to the Indenture Trustee) all of the Trust's books, records, files, data, EDGAR access codes and filing credentials, tax registrations, and all other materials and information in SBF's possession or control relating to the Trust,

ARTICLE VIII — INDEMNIFICATION

Section 8.01 — Indemnification by SBF SBF shall indemnify, defend, and hold harmless the Trust, the Owner Trustee (in its individual capacity and in its capacity as Owner Trustee), the Indenture Trustee (in its in