Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Aggregate Outstanding Principal Balance" means, as of any date of determination, the sum of the Outstanding Principal Balances of all Receivables in the Pool as of such date of determination, after giving effect to all payments received and applied to such Receivables on or prior to such date. "Agreem

Section 1.02 — Rules of Construction The following rules of construction shall apply to this Agreement: (a) Headings and captions used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof. (b) Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing any gender shal

ARTICLE II — SALE AND PURCHASE OF RECEIVABLES

Section 2.01 — Sale of Receivables On the Closing Date, the Seller hereby sells, transfers, assigns, sets over, and otherwise conveys to the Purchaser, without recourse (except as specifically provided in Article IV hereof and elsewhere in this Agreement), all right, title, and interest of the Seller in and to each Eligible Receivable listed on the Schedule of Receivables, together with: (i) all related Receivable Fi

Section 2.02 — Purchase Price The purchase price for each Receivable transferred hereunder shall be equal to the Outstanding Principal Balance of such Receivable as of the Cut-Off Date, plus accrued and unpaid interest thereon through the Cut-Off Date (the "Purchase Price"). For the avoidance of doubt, the Purchase Price for any Receivable shall reflect the application of all payments received on or prior to the Cut-

Section 2.03 — Conveyance of Receivable Files (a) On or prior to the Closing Date, the Seller shall deliver or cause to be delivered to the Indenture Trustee (or its designated custodian) the Receivable Files for each Receivable in the Pool. With respect to Receivable Files maintained in electronic form (including electronic promissory notes, credit applications, and payment histories maintained on the SkyLend Platfo

Section 2.04 — Eligibility Criteria Each Receivable transferred hereunder must satisfy, as of both the Cut-Off Date and the Closing Date, each of the following eligibility criteria (the "Eligibility Criteria"), as further detailed on Schedule A hereto: (a) The Receivable is an unsecured consumer installment loan originated by the Seller through the SkyLend Platform in the ordinary course of the Seller's business. (b)

Section 2.05 — True-Sale Intent and Precautionary Grant (a) True-Sale Intent. The parties expressly intend that each transfer of Receivables from the Seller to the Purchaser hereunder shall constitute a "true sale" and absolute assignment of such Receivables and not a secured lending arrangement, pledge, or other form of financing. The parties have structured the transactions contemplated hereby to achieve such legal

ARTICLE III — REPRESENTATIONS AND WARRANTIES

Section 3.01 — Representations and Warranties of the Seller The Seller represents and warrants to the Purchaser as of the date hereof and as of the Closing Date as follows: (a) Organization and Good Standing. The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Seller's employer identification number is 84-3291076, and its principal office is

Section 3.02 — Representations and Warranties of the Purchaser The Purchaser represents and warrants to the Seller as of the date hereof and as of the Closing Date as follows: (a) Organization and Good Standing. The Purchaser is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. The Purchaser's employer identification number is 93-4187620, and its

Section 3.03 — Representations and Warranties Regarding the Receivables The Seller represents and warrants to the Purchaser, as of the Cut-Off Date and as of the Closing Date, with respect to each Receivable transferred hereunder, as follows: (a) Eligibility. Such Receivable satisfies each of the Eligibility Criteria set forth in Section 2.04 and Schedule A hereto. (b) Ownership; Title. The Seller is the sole owner a

ARTICLE IV — REPURCHASE AND SUBSTITUTION OBLIGATIONS

Section 4.01 — Repurchase for Breach of Representation or Warranty Upon discovery by the Seller, the Purchaser, the Indenture Trustee, the Servicer, the Sub-Servicer, or any other party of a breach of any representation or warranty set forth in Section 3.03 with respect to any Receivable, the party discovering such breach shall promptly notify the Seller in writing (a "Breach Notice"), describing in reasonable detail

Section 4.02 — Substitution of Receivables In lieu of repurchasing a Receivable as to which a breach has been identified, the Seller may, with the prior written consent of the Purchaser (and, if the Receivable has been transferred to the Trust, with the prior written consent of the Indenture Trustee, acting at the direction of the holders of a majority in aggregate principal amount of the Notes then outstanding), sub

Section 4.03 — Notice of Breach (a) The Seller shall promptly (and in any event within five (5) Business Days) notify the Purchaser in writing upon becoming aware of any breach or potential breach of any representation or warranty set forth in Section 3.03, specifying in reasonable detail the nature of the breach and the Receivable(s) affected thereby. (b) The Purchaser (or the Indenture Trustee on behalf of the Trus

Section 4.04 — Repurchase Sole Remedy The repurchase or substitution obligation set forth in this Article IV shall constitute the sole and exclusive remedy of the Purchaser (and, after transfer of the Receivables to the Trust, the sole and exclusive remedy of the Noteholders, the Indenture Trustee, and the Owner Trustee) for any breach of the representations and warranties set forth in Section 3.03 with respect to an

ARTICLE V — COVENANTS OF THE SELLER

Section 5.01 — Affirmative Covenants The Seller hereby covenants and agrees with the Purchaser that, from and after the date hereof until the termination of this Agreement pursuant to Article IX: (a) Maintenance of Existence. The Seller shall maintain its corporate existence, good standing, and qualifications under the laws of the State of Delaware and in each other jurisdiction in which the ownership or leasing of i

Section 5.02 — Negative Covenants The Seller hereby covenants and agrees with the Purchaser that, from and after the date hereof until the termination of this Agreement pursuant to Article IX: (a) No Liens. The Seller shall not create, incur, assume, or permit to exist any lien, security interest, pledge, charge, or other encumbrance on any Receivable transferred or to be transferred hereunder, or on any related Rece

Section 5.03 — Covenants Regarding Separateness of Purchaser The Seller shall, in its capacity as sole member of the Purchaser, cause the Purchaser at all times to comply with all separateness covenants, organizational requirements, and operating restrictions set forth in the Purchaser's Limited Liability Company Agreement, as in effect from time to time. Without limiting the generality of the foregoing, the Seller s

ARTICLE VI — CONDITIONS PRECEDENT TO PURCHASE

Section 6.01 — Conditions to Purchaser's Obligations The obligation of the Purchaser to purchase the Receivables from the Seller on the Closing Date is subject to the satisfaction (or written waiver by the Purchaser) of each of the following conditions precedent: (a) All representations and warranties of the Seller set forth in Article III of this Agreement shall be true and correct in all material respects as of the

Section 6.02 — Conditions to Seller's Obligations The obligation of the Seller to sell the Receivables to the Purchaser on the Closing Date is subject to the satisfaction (or written waiver by the Seller) of each of the following conditions precedent: (a) The Purchaser shall have paid to the Seller the aggregate Purchase Price for the Receivables in immediately available funds in accordance with Section 2.02 hereof.