Contract analysis

I. Calderwood & Harkness LLP ("C&H") serves as counsel to the Issuer and the Originator in connection with the transactions contemplated hereby, and Whitfield, Drummond & Paige LLP ("WDP") serves as counsel to the Initial Purchaser in connection with the transactions contemplated hereby. NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained herein, and for oth

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings specified below. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Indenture or the Sale and Servicing Agreement, as applicable. "Acceptance Fee" means the non-refundable acceptance fee of Fifteen Thousand Dollars ($15,000) payable to AFS in connection with its acceptance of

Section 1.02 — Rules of Construction (a) Unless the context otherwise requires, (i) words in the singular include the plural and vice versa, (ii) words importing the masculine gender include the feminine and neuter genders and vice versa, (iii) "including" means "including without limitation," (iv) "hereof," "herein," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particula

ARTICLE II — PURCHASE AND SALE OF THE NOTES

Section 2.01 — Agreement to Purchase (a) Subject to the terms and conditions set forth in this Agreement, the Issuer hereby agrees to sell, and the Initial Purchaser hereby agrees to purchase from the Issuer, the following Notes: (i) Class A Notes in the aggregate principal amount of One Hundred Seventy Million Dollars ($170,000,000); and (ii) Class B Notes in the aggregate principal amount of Twenty-Two Million Doll

Section 2.02 — Purchase Price (a) The Purchase Price to be paid by the Initial Purchaser for the Class A Notes shall be equal to one hundred percent (100%) of the aggregate principal amount of the Class A Notes (being $170,000,000), less the allocable portion of the Underwriting discount attributable to the Class A Notes. (b) The Purchase Price to be paid by the Initial Purchaser for the Class B Notes shall be equal

Section 2.03 — Delivery and Payment (a) On the Closing Date, the Issuer shall cause the Notes to be delivered to the Initial Purchaser (or its designees) in book-entry form through the facilities of DTC, registered in the name of Cede & Co., as nominee for DTC, or in such other form as may be mutually agreed upon by the Issuer and the Initial Purchaser. The Notes shall be evidenced by one or more global notes in full

Section 2.04 — Resale by the Initial Purchaser (a) The Initial Purchaser proposes to offer and resell the Notes only (i) to QIBs in reliance on the exemption from registration afforded by Rule 144A under the Securities Act and (ii) to Persons that are not "U.S. persons" (as defined in Regulation S) in offshore transactions in reliance on the exemption from registration afforded by Regulation S under the Securities Ac

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE ISSUER AND THE ORIGINATOR

Section 3.01 — Representations and Warranties of the Issuer The Issuer hereby represents and warrants to the Initial Purchaser as of the date hereof and as of the Closing Date as follows: (a) Organization and Existence. The Issuer has been duly formed and is validly existing as a statutory trust in good standing under the laws of the State of Delaware. The Issuer has all requisite power and authority to own its asset

Section 3.02 — Representations and Warranties of the Originator The Originator hereby represents and warrants to the Initial Purchaser as of the date hereof and as of the Closing Date as follows: (a) Organization and Existence. The Originator has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware (EIN 84-3291076). The Originator is duly qualified and

Section 3.03 — Representations and Warranties of the Depositor The Depositor hereby represents and warrants to the Initial Purchaser as of the date hereof and as of the Closing Date as follows: (a) Organization and Existence. The Depositor has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware (EIN 93-4187620). The Depositor was formed on J

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE INITIAL PURCHASER

Section 4.01 — Representations and Warranties of the Initial Purchaser The Initial Purchaser hereby represents and warrants to the Issuer, the Originator, and the Depositor as of the date hereof and as of the Closing Date as follows: (a) Organization and Existence. The Initial Purchaser has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware

ARTICLE V — CONDITIONS PRECEDENT TO CLOSING

Section 5.01 — Conditions to the Initial Purchaser's Obligations The obligation of the Initial Purchaser to purchase the Notes at the Closing is subject to the satisfaction (or waiver by the Initial Purchaser in its sole discretion) of each of the following conditions precedent on or before the Closing Date: (a) Accuracy of Representations and Warranties. Each of the representations and warranties of the Issuer, the

Section 5.02 — Conditions to the Issuer's and Originator's Obligations The obligations of the Issuer and the Originator to consummate the sale of the Notes at the Closing are subject to the satisfaction (or waiver by the Issuer and the Originator in their respective sole discretion) of each of the following conditions precedent on or before the Closing Date: (a) Accuracy of Representations and Warranties. Each of the

Section 6.01 — Covenants of the Issuer and the Originator Each of the Issuer and the Originator hereby covenants and agrees with the Initial Purchaser as follows: (a) Due Diligence Cooperation. The Issuer and the Originator shall cooperate fully with the Initial Purchaser's due diligence review of the Issuer, the Originator, the Depositor, the Receivables Pool, the SkyLend platform, and the Transaction Documents. Wit