Contract analysis

Section 1.01 — Definitions Whenever used in this Indenture, the following words and phrases shall have the following meanings. All capitalized terms used but not defined in this Indenture shall have the meanings assigned to them in the Sale and Servicing Agreement or the Trust Agreement, as applicable. "Accounts" means, collectively, the Collection Account, the Reserve Account, and the Distribution Account, each as e

Section 1.02 — Rules of Construction (a) Unless the context otherwise requires, all references herein to "Sections," "Articles," "Exhibits," and "Schedules" refer to the corresponding sections, articles, exhibits, and schedules of this Indenture. (b) The headings and table of contents used in this Indenture are for convenience of reference only and shall not affect the construction or interpretation of any provision

Section 2.01 — Form and Terms of the Notes (a) Class A Notes. The Issuer hereby authorizes the issuance of the Class A Notes in the aggregate principal amount of $170,000,000. The Class A Notes shall bear interest at the Class A Note Rate (which is within the target range of 5.45% to 5.65% per annum, to be fixed at pricing on or before the Closing Date) from the Closing Date or from the most recent Payment Date on wh

Section 2.02 — Authentication and Delivery (a) The Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of an Authorized Officer and authenticated by the manual signature of an authorized signatory of the Indenture Trustee. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentic

Section 2.03 — Note Registrar and Registration of Transfer (a) AFS shall serve as Note Registrar and shall maintain a Note Register in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of the Notes and the registration of transfers of the Notes. The Note Register shall contain the name and address of, and the principal amount of Notes held by, each Noteholder. (b

Section 2.04 — Mutilated, Destroyed, Lost, or Stolen Notes If any Note is mutilated, destroyed, lost, or stolen, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver a new Note of like tenor and aggregate principal amount in exchange for and upon cancellation of the mutilated Note, or in lieu of the destroyed, lost, or stolen Note, upon receipt of evidence reasonably satisfactory to the I

Section 2.05 — Temporary Notes Pending the preparation of definitive Notes, the Issuer may execute and the Indenture Trustee shall authenticate and deliver temporary Notes (printed, lithographed, typewritten, or otherwise produced), of any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued, with such appropriate insertions, omissions, substitutions, and other

Section 2.06 — Cancellation of Notes All Notes surrendered for payment, transfer, exchange, or cancellation shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee. All Notes so delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 2.06, except as

Section 2.07 — Outstanding Notes Notes shall be deemed "Outstanding" at any time when (a) they have been authenticated and delivered by the Indenture Trustee under this Indenture, except (i) Notes theretofore cancelled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation, (ii) Notes for the payment of which money in the necessary amount has been theretofore irrevocably deposited with the In

Section 2.08 — CUSIP Numbers The Issuer may cause CUSIP numbers (prefix 87165Q) to be printed on the Notes, and the Indenture Trustee may use CUSIP numbers in any notice to the Noteholders. No representation is made as to the correctness of such CUSIP numbers either as printed on the Notes or as contained in any notice to the Noteholders, and reliance may be placed only on the other identification numbers printed or

ARTICLE III — INTEREST AND PRINCIPAL PAYMENTS

Section 3.01 — Interest on the Notes (a) Class A Notes. The Class A Notes shall bear interest at the Class A Note Rate per annum from and including the Closing Date (or from and including the most recent Payment Date on which interest has been paid or duly provided for) to but excluding the next succeeding Payment Date (or the date on which the Class A Notes are paid in full). Interest on the Class A Notes shall be p

Section 3.02 — Principal Payments on the Notes (a) Revolving Period. Not applicable. The Notes are issued in connection with a static pool of Receivables, and there is no revolving period under this Indenture. (b) Amortization Period. During the Amortization Period (which commences on the Closing Date and continues through the final Payment Date on which the Notes are paid in full), principal shall be distributed to

Section 3.03 — Scheduled Payment Dates (a) Payment Dates. Payments of interest and principal on the Notes shall be made on each Payment Date, which is the 15th day of each calendar month, or if such day is not a Business Day, the next succeeding Business Day. (b) First Payment Date. The first Payment Date shall be [●], 2024. (c) Stated Maturity Date. The Stated Maturity Date for the Notes shall be [●], 2029, based on

Section 3.04 — Determination Date Calculations (a) On or before each Determination Date, the Servicer (SBF) shall prepare and deliver to the Indenture Trustee a Monthly Servicer Report, substantially in the form of Exhibit C attached hereto, setting forth the calculations necessary to determine the distributions to be made on the related Payment Date. Such report shall specify, at a minimum: (i) the aggregate amount

Section 3.05 — Manner of Payment (a) Payments Through DTC. So long as the Notes are held in book-entry form through DTC, all payments of principal and interest on the Notes shall be made by the Paying Agent to DTC or its nominee in immediately available funds on each Payment Date for distribution by DTC to the beneficial holders of the Notes in accordance with DTC's customary procedures. (b) Payments on Definitive No

ARTICLE IV — CONDITIONS PRECEDENT

Section 4.01 — Conditions Precedent to Issuance of Notes The obligation of the Indenture Trustee to authenticate the Notes on the Closing Date is subject to the satisfaction (or waiver by the Indenture Trustee) of the following conditions precedent: (a) Transaction Documents. The Indenture Trustee shall have received fully executed copies of each of the following Transaction Documents, in each case in form and substa

Section 4.02 — Issuer's Certificate On the Closing Date, the Issuer shall deliver to the Indenture Trustee an Officer's Certificate, signed by an Authorized Officer, certifying that all conditions precedent set forth in Section 4.01 have been satisfied (or, if applicable, waived with the consent of the Indenture Trustee). The Indenture Trustee shall be entitled to rely conclusively on such Officer's Certificate as ev

ARTICLE V — ACCOUNTS AND ALLOCATION OF COLLECTIONS

Section 5.01 — Collection Account (a) Establishment. On or prior to the Closing Date, the Issuer shall cause to be established and maintained with Keymark Trust Company, N.A. (acting in its commercial banking capacity), a segregated trust account designated "SkyLend Receivables Trust 2024-1 — Collection Account" (the "Collection Account"). The Collection Account shall be subject to the exclusive control of the Indent