Contract analysis

Section 1.01 — Defined Terms Whenever used in this Agreement, the following terms shall have the meanings set forth below: "Accounts" means the Collection Account and the Reserve Account. "Administration Agreement" means the Administration Agreement, dated as of the Closing Date, between the Trust and SBF, as administrator, as the same may be amended, supplemented, or otherwise modified from time to time. "Aggregate

Section 1.02 — Rules of Construction (a) Unless the context otherwise requires, references in this Agreement to Articles, Sections, Schedules, and Exhibits are to the Articles, Sections, Schedules, and Exhibits of this Agreement. (b) Words importing the singular number include the plural and vice versa, and words importing any gender include all genders. (c) The words "hereof," "herein," "hereunder," and words of sim

Section 1.03 — Incorporation of Indenture Definitions Capitalized terms used but not defined in this Agreement shall have the meanings assigned to such terms in the Indenture. In the event of any conflict between the definitions set forth herein and those set forth in the Indenture, the definitions set forth herein shall control for purposes of this Agreement.

ARTICLE II — CONVEYANCE OF RECEIVABLES; REPRESENTATIONS AND WARRANTIES

Section 2.01 — Conveyance of Receivables (a) On the Closing Date, the Depositor hereby sells, transfers, assigns, sets over, and otherwise conveys to the Trust, without recourse (except as expressly provided in Section 2.05), all of the Depositor's right, title, and interest in and to the following (collectively, the "Conveyed Property"): (i) all Receivables identified on the Schedule of Receivables attached hereto a

Section 2.02 — Acceptance by the Trust The Trust hereby accepts the sale, transfer, assignment, set-over, and conveyance by the Depositor of the Conveyed Property pursuant to Section 2.01 and agrees to hold the Conveyed Property, together with all other Trust Property, for the benefit of the Noteholders and the holder of the Residual Interest, subject to and in accordance with the terms and conditions of this Agreeme

Section 2.03 — Representations and Warranties of the Depositor The Depositor hereby represents and warrants to the Trust, the Indenture Trustee, and each Noteholder, as of the Closing Date and the Cut-Off Date, as follows: (a) Organization and Good Standing. The Depositor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the limited

Section 2.04 — Representations and Warranties Regarding the Receivables The Depositor hereby represents and warrants to the Trust, the Indenture Trustee, and each Noteholder, as of the Cut-Off Date and the Closing Date, with respect to each Receivable conveyed to the Trust hereunder, as follows: (a) Nature of Receivable. Each Receivable is an unsecured consumer installment loan originated by SBF through the SkyLend P

Section 2.05 — Repurchase Obligation (a) If any representation or warranty made by the Depositor in Section 2.03 or Section 2.04 with respect to any Receivable proves to have been incorrect in any material respect as of the date when made, and such breach of representation or warranty materially and adversely affects the interests of the Trust or the Noteholders in such Receivable, then SBF (as Seller under the RPA)

Section 2.06 — Representations and Warranties of SBF (as Seller) SBF hereby represents and warrants to the Depositor, the Trust, the Indenture Trustee, and each Noteholder, as of the Closing Date and the Cut-Off Date, as follows: (a) Organization and Good Standing. SBF is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and has the corporate power and au

Section 2.07 — Representations and Warranties of the Trust The Trust, acting through the Owner Trustee, hereby represents and warrants to the Depositor, SBF, Clearview, the Indenture Trustee, and each Noteholder, as of the Closing Date, as follows: (a) Valid Existence. The Trust is a Delaware statutory trust duly established, validly existing, and in good standing under the laws of the State of Delaware, having been

ARTICLE III — ADMINISTRATION OF RECEIVABLES

Section 3.01 — Appointment of Servicer (a) The Trust hereby appoints Skybridge Fintech Ltd. as Servicer of the Receivables for the term of this Agreement, and SBF hereby accepts such appointment and agrees to perform the duties and obligations of the Servicer as set forth herein, in the Indenture, and in the other Transaction Documents. (b) SBF, in its capacity as Servicer, shall manage, collect, and administer the R

Section 3.02 — Appointment of Sub-Servicer (a) SBF, as Servicer, hereby delegates day-to-day servicing functions with respect to the Receivables to Clearview Loan Servicing, Inc. as Sub-Servicer, pursuant to the terms and conditions of the Sub-Servicing Agreement (incorporating the terms of the Master Servicing Agreement dated as of October 1, 2022, as amended by Amendment No. 1 thereto dated March 18, 2024; Servicin

Section 3.03 — Sub-Servicer Representations and Warranties Clearview hereby represents and warrants to the Trust, SBF, the Depositor, the Indenture Trustee, and each Noteholder, as of the Closing Date, as follows: (a) Organization and Good Standing. Clearview is a corporation duly organized, validly existing, and in good standing under the laws of the State of Ohio, and is duly qualified to do business in each jurisd

Section 3.04 — Servicer's Duty to Monitor Sub-Servicer (a) SBF, as Servicer, shall actively oversee and monitor Clearview's performance of its day-to-day servicing obligations with respect to the Receivables, including monitoring Clearview's compliance with the Servicing Standard, the Payment Application Waterfall, and all applicable laws, rules, and regulations. (b) Without limiting the generality of the foregoing,

ARTICLE IV — SERVICING PROCEDURES

Section 4.01 — Servicing Standard (a) The Servicer (and the Sub-Servicer, as its delegate) shall service and administer the Receivables and the related Trust Property in accordance with the following standard (the "Servicing Standard"): (i) the customary and usual standards of practice of prudent consumer loan servicers servicing consumer receivables of a type and quality comparable to the Receivables; (ii) all appli

Section 4.02 — Collection Efforts (a) The Servicer (through the Sub-Servicer) shall use commercially reasonable efforts to collect all payments due on the Receivables, including scheduled payments of principal and interest, late fees, and other charges, as and when the same become due and payable. (b) The Sub-Servicer shall implement the following collection procedures with respect to delinquent Receivables: (i) Late

Section 4.03 — Payment Application Waterfall (a) All collections received on each Receivable shall be applied in the following order of priority (the "Payment Application Waterfall"): (i) First, to accrued and unpaid interest on such Receivable; (ii) Second, to any outstanding fees (including late fees and other charges) on such Receivable; and (iii) Third, to outstanding principal on such Receivable. (b) This Paymen

Section 4.04 — Segregation of Collections; Collection Account (a) All collections on the Receivables, including scheduled payments of principal and interest, prepayments, late fees, other charges, and recoveries, shall be deposited into the Collection Account maintained at Keymark Trust Company, N.A. (in its commercial banking capacity), subject to the Account Control Agreement among the Trust, the Indenture Trustee

Section 4.05 — Permitted Investments Pending distribution on each Payment Date, amounts on deposit in the Collection Account and the Reserve Account may be invested and reinvested by the Indenture Trustee, at the written direction of the Servicer, only in Permitted Investments as defined in the Indenture. All investment earnings on amounts on deposit in the Collection Account and the Reserve Account shall be credited

Section 4.06 — Reserve Account (a) On the Closing Date, SBF (or the Depositor, on behalf of SBF) shall deposit, or cause to be deposited, into the Reserve Account an amount equal to the Required Reserve Account Balance of 1.00% of the Initial Pool Balance, which equals $2,000,000. (b) The Reserve Account shall be maintained at a balance not less than the Required Reserve Account Balance at all times following the Clo

Section 4.07 — Monthly Remittance On each Payment Date (the 15th of each calendar month, or the next succeeding Business Day if such day is not a Business Day), the Servicer shall cause all Available Funds for the related Collection Period to be remitted to the Indenture Trustee for distribution in accordance with the priority of payments set forth in Section 5.01 (or Sect