Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Administrative Agent" means Pinnacle Atlantic Bank, N.A., in its capacity as administrative agent under the MRA for the benefit of itself as Committed Buyer and for the Participating Buyer, and any successor Administrative Agent appointed pursuant to the MRA. "Agreement" means this Custodial Agreement,

Section 1.2 — MRA Definitions Incorporated Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Master Repurchase Agreement. In the event of any conflict or inconsistency between the definitions set forth in this Agreement and those set forth in the MRA, the definitions set forth in the MRA shall control and govern unless expressly stated

Section 1.3 — Rules of Interpretation Unless the context otherwise requires, the following rules of interpretation shall apply throughout this Agreement: (a) References to any "Section," "Article," "Exhibit," or "Schedule" shall be references to a Section or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise specified. (b) The terms "herein," "hereof," "hereto," "hereunder," and words of simil

ARTICLE II — APPOINTMENT OF CUSTODIAN; ACCEPTANCE

Section 2.1 — Appointment The Seller and the Administrative Agent hereby appoint Ironclad Trust Company as Custodian under this Agreement, effective as of the Closing Date, to hold, maintain, review, certify, and release Receivable Files relating to Purchased Receivables in accordance with the terms and conditions set forth herein. The Custodian shall act for the benefit of the Administrative Agent (on behalf of the

Section 2.2 — Acceptance The Custodian hereby accepts its appointment as Custodian under this Agreement and agrees to perform the duties and obligations expressly set forth herein in accordance with the standard of care described in Section 2.4. The Custodian confirms that it is a Connecticut-chartered trust company duly organized and in good standing under the laws of the State of Connecticut, authorized to act in a

Section 2.3 — Independent Custodian The Custodian shall act as an independent custodian and shall not be deemed an agent, representative, or affiliate of the Seller, the Administrative Agent, or any Buyer. The appointment of the Custodian hereunder does not create any agency, joint venture, partnership, or trust relationship between or among the Parties, except as expressly provided herein. The Custodian has no inter

Section 2.4 — Standard of Care The Custodian shall exercise the same degree of care that it exercises with respect to similar documents and records held for its own account, but in no event less than the degree of care that a reasonably prudent institutional custodian would exercise in the receipt, review, safekeeping, maintenance, and release of receivable files and related loan documents under substantially similar

ARTICLE III — RECEIPT, REVIEW, AND CERTIFICATION OF RECEIVABLE FILES

Section 3.1 — Delivery of Receivable Files The Seller shall deliver or cause to be delivered to the Custodian the Receivable File for each Purchased Receivable no later than two (2) Business Days prior to the related Purchase Date (or such other period as may be agreed in writing by the Administrative Agent in its sole discretion). All Receivable Files shall be delivered to the Custodian at the following address, or

Section 3.2 — Initial Review and Trust Receipt Within five (5) Business Days of receipt of a Receivable File, the Custodian shall review such Receivable File against the Receivable File Checklist attached hereto as Exhibit A. If the Custodian determines that the Receivable File is complete and contains all documents required by the Receivable File Checklist, the Custodian shall: (a) Issue a trust receipt (each, a "Tr

Section 3.3 — Exception Reporting If the Custodian determines that a Receivable File does not contain all documents required by the Receivable File Checklist or that any document included in a Receivable File is materially defective, illegible, unsigned (where a signature is required), or otherwise does not conform on its face to the requirements of the Receivable File Checklist, the Custodian shall: (a) Deliver an E

Section 3.4 — Final Certification Upon cure of all exceptions noted on an Exception Report, or with respect to Receivable Files initially certified without exceptions by means of the Trust Receipt, the Custodian shall issue a Final Certification in the form of Exhibit D hereto, confirming that all required documents have been received and that the Receivable File is complete in accordance with the Receivable File Che

Section 3.5 — Reliance on Document Face The Custodian's review of Receivable Files hereunder is limited to a review of the face of each document included in the Receivable File against the requirements of the Receivable File Checklist. The Custodian shall have no obligation or duty to: (a) verify the truth, accuracy, or completeness of the content or substance of any document included in a Receivable File, including

ARTICLE IV — CUSTODY, MAINTENANCE, AND SAFEKEEPING

Section 4.1 — Segregation The Custodian shall hold all Receivable Files in its vault or secure storage facilities, segregated from the Custodian's own assets and from the assets of any other person or entity for which the Custodian provides custodial or other services. The Custodian shall maintain physical and logical separation of the Receivable Files, and all Receivable Files shall be clearly identified and indexed

Section 4.2 — Location of Receivable Files All Receivable Files shall be maintained at the Custodian's principal office at 185 Asylum Street, Suite 900, Hartford, Connecticut 06103, or at such other location as the Custodian may designate with the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned, or delayed. Any alternate location must meet or exceed the Cus

Section 4.3 — Access and Inspection The Administrative Agent, the Seller, and their respective authorized representatives (including outside counsel, auditors, and consultants) shall have the right, at their own cost and expense, to inspect and audit the Receivable Files and the Custodian's records relating thereto during normal business hours at the Custodian's offices upon at least two (2) Business Days' prior writ

Section 4.4 — Maintenance of Records The Custodian shall maintain a complete and accurate log or electronic database of all Receivable Files received, held, and released hereunder, including for each Receivable File: (i) the date of receipt; (ii) the Trust Receipt number and date; (iii) the Final Certification status and date; (iv) the date and nature of any Release (permanent or temporary); (v) the date of return fo

Section 4.5 — No Liens The Custodian shall not create, incur, assume, or permit to exist any lien, security interest, pledge, encumbrance, charge, or claim of any nature whatsoever on or with respect to any Receivable File held hereunder, whether arising by operation of law, by agreement, or otherwise. The Custodian hereby irrevocably waives and releases, to the fullest extent permitted by applicable law, any lien, s

ARTICLE V — RELEASE OF RECEIVABLE FILES

Section 5.1 — Release to Seller The Custodian shall release a Receivable File (or any document contained therein) to the Seller (or to such other party as the Administrative Agent may designate) only upon receipt of a written Release Request from the Administrative Agent in the form of Exhibit E hereto. Release Requests may be made for any of the following purposes, among others: (a) repurchase of a Purchased Receiva

Section 5.2 — Temporary Release (Document-Out Procedures) The Custodian may release a Receivable File (or specific documents contained therein) to the Seller on a temporary basis for specified purposes upon receipt of a Temporary Release Request in the form of Exhibit F hereto, duly executed by the Seller and countersigned by the Administrative Agent. Temporary releases may be requested for purposes including, withou

Section 5.3 — Release upon Facility Termination Upon the termination or expiration of the MRA (including, without limitation, upon the Facility Maturity Date of August 28, 2027), provided that all obligations of the Seller and all other obligations under the MRA have been satisfied in full (as certified in writing by the Administrative Agent), the following procedures shall apply: (a) The Administrative Agent shall d

Section 5.4 — Release for Securitization The Parties acknowledge that the Seller and Skybridge anticipate effecting a term securitization of the Purchased Receivables (currently expected in the fourth quarter of 2026). In connection with any such securitization or any other transaction requiring the transfer of Purchased Receivables to a successor custodian, trustee, or indenture trustee, the Administrative Agent may

ARTICLE VI — CUSTODIAN'S REPRESENTATIONS AND WARRANTIES The Custodian hereby represents and warrants to the Seller and the Administrative Agent, as of the date hereof and as of the Closing Date, as follows:

Section 6.1 — Organization and Authority The Custodian is a trust company duly organized, validly existing, and in good standing under the laws of the State of Connecticut. The Custodian has full power, authority, and legal right to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or othe

Section 6.2 — No Conflicts The execution, delivery, and performance of this Agreement by the Custodian does not and will not (a) violate or conflict with, or result in a breach of, any provision of the Custodian's charter, certificate of organization, bylaws, or other governing documents; (b) violate or conflict with, or result in a breach of, or constitute a default (or an event that, with or without notice or lapse

Section 6.3 — Compliance with Law The Custodian is in compliance in all material respects with all applicable federal, state, and local laws, rules, regulations, and orders governing its custodial and trust activities, including without limitation the applicable regulations of the Connecticut Department of Banking and any other regulatory authority with jurisdiction over the Custodian.

Section 6.4 — Insurance The Custodian maintains (and shall continue to maintain throughout the term of this Agreement) adequate errors and omissions insurance and fidelity bond coverage with respect to its custodial activities, in amounts and with insurers reasonably satisfactory to the Administrative Agent. The Custodian shall provide evidence of such insurance coverage to the Administrative Agent upon request, and

Section 6.5 — No Adverse Claims The Custodian has no knowledge of any adverse claims, liens, security interests, encumbrances, or other claims of any nature whatsoever to or against any Receivable File held by it hereunder, other than the interests of the Administrative Agent and the Buyers arising under the MRA and this Agreement. To the knowledge of the Custodian, no litigation, proceeding, or investigation is pend

ARTICLE VII — SELLER'S REPRESENTATIONS AND WARRANTIES The Seller hereby represents and warrants to the Administrative Agent and the Custodian, as of the date hereof, as of the Closing Date, and as of the date of each delivery of a Receivable File to the Custodian, as follows:

Section 7.1 — Organization and Authority SBF Warehouse I LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (DE Entity File No. 8102356; EIN: 93-1784620). The Seller has full power, authority, and legal right to execute, deliver, and perform its obligations under this Agreement and to deliver the Receivable Files to the Custodian. The exec

Section 7.2 — True and Complete Receivable Files The Seller represents and warrants that each Receivable File delivered to the Custodian hereunder will be true, correct, and complete in all material respects and will constitute the complete loan file for the related Purchased Receivable, containing all documents and instruments required by the Receivable File Checklist. All receivables evidenced by the Receivable Fil

Section 7.3 — No Adverse Claims The Seller represents and warrants that it has transferred all of its right, title, and interest in and to each Purchased Receivable to the Administrative Agent (for the benefit of the Buyers) pursuant to the MRA, and that, as of the date of delivery of each related Receivable File to the Custodian, no other person has any lien, claim, encumbrance, security interest, or other interest

Section 7.4 — Compliance with Privacy Laws The Seller represents and warrants that the Receivable Files have been compiled, maintained, and delivered to the Custodian in compliance in all material respects with all applicable federal and state consumer privacy and data protection laws, rules, and regulations, including without limitation the Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801–6809), the implementing regulation

ARTICLE VIII — CUSTODIAN'S DUTIES AND OBLIGATIONS

Section 8.1 — Duties Limited The Custodian shall have only those duties and obligations expressly set forth in this Agreement and shall not be subject to any other duties or obligations, whether express or implied, by operation of law or otherwise. The Custodian shall have no implied duties or obligations, including without limitation any fiduciary duties (other than such duties as are expressly set forth herein). Th

Section 8.2 — Reliance on Instructions The Custodian may rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, request, certificate, consent, direction, or other document or communication (including any such communication delivered by email) believed by it in good faith to be genuine and to have been signed, sent, or presented by the appropriate person or p

Section 8.3 — Monthly Reporting The Custodian shall prepare and deliver to the Seller and the Administrative Agent a monthly custodial report (each, a "Custodial Report") no later than the tenth (10th) Business Day of each calendar month with respect to the immediately preceding calendar month. Each Custodial Report shall contain the following information: (a) a summary of all Receivable Files held by the Custodian a

Section 8.4 — Cooperation with Verification Agent The Custodian shall cooperate fully with Brindoval Analytics, Inc. (the "Verification Agent"), or any successor Verification Agent appointed by the Administrative Agent under the MRA, and shall provide the Verification Agent with access to the Receivable Files, Trust Receipts, Exception Reports, Final Certifications, and the Custodian's records and tracking systems, a

Section 8.5 — Notices The Custodian shall promptly (and in no event later than one (1) Business Day after becoming aware thereof) notify the Administrative Agent and the Seller in writing of: (a) any loss, destruction, theft, or material damage to any Receivable File or any document contained therein; (b) any legal process, including without limitation any subpoena, summons, attachment, garnishment, levy, court order

ARTICLE IX — COMPENSATION AND EXPENSES

Section 9.1 — Custodial Fee The Seller shall pay to the Custodian a custodial fee of Two Thousand Five Hundred Dollars ($2,500) per month (the "Custodial Fee"), payable in arrears on the fifteenth (15th) Business Day of each calendar month for the immediately preceding calendar month. The first Custodial Fee payment shall be prorated from the Closing Date (February 28, 2026) through March 31, 2026, based on the actua

Section 9.2 — Reimbursement of Expenses The Seller shall reimburse the Custodian for all reasonable, documented out-of-pocket expenses incurred by the Custodian in connection with the performance of its duties under this Agreement, including without limitation: (a) shipping and courier costs associated with the receipt, delivery, release, and transfer of Receivable Files; (b) insurance costs relating to Receivable Fi

Section 9.3 — Taxes All fees and other amounts payable to the Custodian under this Agreement are exclusive of any applicable sales, use, value-added, or similar taxes imposed by any federal, state, or local taxing authority, which taxes, if applicable, shall be the sole responsibility of the Seller and shall be paid by the Seller in addition to the amounts otherwise due hereunder. The Custodian shall cooperate with t

Section 10.1 — Indemnification by the Seller The Seller shall indemnify, defend, and hold harmless the Custodian and its directors, officers, employees, agents, successors, and assigns (each, a "Custodian Indemnified Party") from and against any and all losses, claims, damages, liabilities, penalties, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and disbursements and the costs of

Section 10.2 — Indemnification by the Custodian The Custodian shall indemnify, defend, and hold harmless the Seller and the Administrative Agent and their respective directors, officers, employees, agents, successors, and assigns (each, a "Seller/Agent Indemnified Party") from and against any and all Losses arising out of, resulting from, or relating to: (a) the Custodian's gross negligence, bad faith, or willful mis

Section 10.3 — Limitation of Liability Notwithstanding anything to the contrary contained in this Agreement, the Custodian's aggregate liability under this Agreement for all claims of every kind (whether based on contract, tort, strict liability, or any other theory) shall not exceed the greater of (a) the aggregate Custodial Fees actually received by the Custodian under this Agreement during the twelve (12) months i

ARTICLE XI — RESIGNATION AND REMOVAL OF CUSTODIAN

Section 11.1 — Resignation The Custodian may resign from its duties and obligations under this Agreement upon not less than ninety (90) days' prior written notice to the Seller and the Administrative Agent. Such notice shall specify the proposed effective date of the resignation. Notwithstanding the foregoing, the Custodian's resignation shall not become effective until (a) a successor custodian has been appointed in

Section 11.2 — Removal The Administrative Agent may remove the Custodian from its position hereunder upon thirty (30) days' prior written notice to the Custodian and the Seller if any of the following events shall have occurred: (a) the Custodian materially breaches any of its duties, obligations, representations, or warranties under this Agreement and fails to cure such breach within thirty (30) days after receipt o

Section 11.3 — Appointment of Successor Custodian Upon the resignation or removal of the Custodian, the Administrative Agent (in consultation with the Seller, but with the Administrative Agent's determination being controlling) shall appoint a successor custodian that is a trust company, national banking association, or other entity meeting such qualifications as the Administrative Agent may reasonably require, inclu

Section 11.4 — Fees Upon Termination Upon the effectiveness of the Custodian's resignation or removal, the Custodian shall be entitled to receive all accrued and unpaid Custodial Fees a