1009-00005 · Skybridge Fintech Ltd · Closing

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BRING-DOWN CERTIFICATE

SkyLend Receivables Trust 2024-1

[FORM — TEMPLATE PREPARED BY CALDERWOOD & HARKNESS LLP]

[____, 2024]

This Bring-Down Certificate (this "Certificate") is delivered in connection with the issuance by SkyLend Receivables Trust 2024-1 (the "Trust" or the "Issuer"), a Delaware statutory trust, of $170,000,000 aggregate principal amount of Class A Asset-Backed Notes (CUSIP: 87165Q AA4) and $22,000,000 aggregate principal amount of Class B Asset-Backed Notes (CUSIP: 87165Q AB2) (collectively, the "Notes"), offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A and Regulation S thereunder, as more fully described in the Final Offering Memorandum (as defined below).

C&H Matter No. 1009-00005

RECITALS

A. Identification of Certificate Provider.

This Certificate is delivered by Skybridge Fintech Ltd., a corporation duly organized and existing under the laws of the State of Delaware ("SBF" or the "Company"), with its principal offices located at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801 (Employer Identification Number: 84-3291076). The undersigned, [Name] (the "Certifier"), [Title] of Skybridge Fintech Ltd., delivers this Certificate in the Certifier's capacity as a duly authorized officer of SBF and not in any personal or individual capacity. It is anticipated that the Certifier shall be either Arun Mehta, Chief Executive Officer & Co-Founder, or Danielle Prescott, Chief Financial Officer, of Skybridge Fintech Ltd., each of whom has been duly authorized by the Board of Directors of SBF to execute and deliver certificates, documents, and instruments on behalf of SBF in connection with the transactions described herein.

B. Reference to Transaction Documents.

This Certificate is delivered in connection with the following agreements and instruments (each as more fully described below and collectively referred to herein as the "Transaction Documents"):

(i) Indenture, dated as of [____], 2024 (the "Indenture"), between SkyLend Receivables Trust 2024-1 (the "Trust" or the "Issuer"), a Delaware statutory trust (Employer Identification Number: 93-4201855), and Atlantic Fiduciary Services, Inc. ("AFS"), a Delaware banking corporation organized and existing under the laws of the State of Delaware, as indenture trustee (in such capacity, the "Indenture Trustee"), pursuant to which the Notes are issued and secured by the Trust's assets, including the Receivables (as defined therein) and the other Trust property described therein;

(ii) Receivables Purchase Agreement, dated as of [____], 2024 (the "Receivables Purchase Agreement" or "RPA"), between Skybridge Fintech Ltd., as seller and originator of the Receivables, and SkyLend Funding LLC, a Delaware limited liability company (Employer Identification Number: 93-4187620) and wholly owned subsidiary of SBF, as purchaser and depositor (in such capacity, the "Depositor"), pursuant to which SBF sells, transfers, assigns, and otherwise conveys the Receivables to the Depositor;

(iii) Sale and Servicing Agreement, dated as of [____], 2024 (the "Sale and Servicing Agreement"), among SkyLend Funding LLC, as depositor, SkyLend Receivables Trust 2024-1, as issuer, Skybridge Fintech Ltd., as servicer (in such capacity, the "Servicer"), and Clearview Loan Servicing, Inc., an Ohio corporation organized and existing under the laws of the State of Ohio, as sub-servicer (in such capacity, the "Sub-Servicer"), pursuant to which, among other things, the Depositor transfers the Receivables to the Trust and SBF agrees to service, or cause the Sub-Servicer to service, the Receivables in accordance with the servicing standards set forth therein;

(iv) Preliminary Purchase Agreement, dated as of [____], 2024 (the "Purchase Agreement" or "PPA"), among SkyLend Receivables Trust 2024-1, Skybridge Fintech Ltd., SkyLend Funding LLC, and Halcyon Securities LLC, a Delaware limited liability company, as initial purchaser (in such capacity, the "Initial Purchaser"; Halcyon Deal Reference HLC-ABS-2024-017), pursuant to which the Trust agrees to sell and the Initial Purchaser agrees to purchase the Notes on the terms and subject to the conditions set forth therein;

(v) Trust Agreement, dated as of February 14, 2024 (the "Trust Agreement"), between SkyLend Funding LLC, as depositor, and Keymark Trust Company, National Association, a national banking association, as owner trustee (in such capacity, the "Owner Trustee"), pursuant to which the Trust was formed and the rights and obligations of the Depositor and the Owner Trustee are established;

(vi) Administration Agreement, dated as of [____], 2024 (the "Administration Agreement"), between SkyLend Receivables Trust 2024-1 and Skybridge Fintech Ltd., as administrator (in such capacity, the "Administrator"), pursuant to which SBF agrees to perform certain administrative functions on behalf of the Trust as more fully described therein;

together with such other agreements, instruments, and documents as are referenced in Exhibit A hereto and as may be ancillary or supplemental to the foregoing (collectively, the "Transaction Documents").

C. Reference to Offering Memoranda.

In connection with the offering and sale of the Notes, the following disclosure documents have been prepared:

(i) The Preliminary Offering Memorandum, dated April 5, 2024 (the "Preliminary Offering Memorandum"), relating to the Notes, as distributed to prospective purchasers of the Notes prior to the pricing of the Notes; and

(ii) The Final Offering Memorandum, dated [____], 2024 (the "Final Offering Memorandum" and, together with the Preliminary Offering Memorandum, the "Offering Memoranda"), relating to the Notes, which sets forth the definitive terms, pool characteristics, capital structure, and other information regarding the Notes and the Trust.

D. Purpose.

This Certificate is being delivered by SBF pursuant to Section [__] of the Purchase Agreement as a condition precedent to the obligations of the Initial Purchaser to consummate the purchase of the Notes on the closing date set forth below. The closing of the issuance and sale of the Notes is expected to take place on [__], 2024 (the "Closing Date"). This Certificate constitutes the "Bring-Down Certificate" required to be delivered by SBF on the Closing Date pursuant to the Purchase Agreement and is intended to confirm, as of the Closing Date, the continued accuracy of the representations, warranties, and covenants of SBF made in or pursuant to the Transaction Documents.

Capitalized terms used but not otherwise defined herein shall have the respective meanings given to such terms in the applicable Transaction Document in which they are defined. In the event that a capitalized term is defined in more than one Transaction Document, the definition set forth in the Purchase Agreement shall control for purposes of this Certificate, unless the context clearly requires otherwise.

NOW, THEREFORE, the undersigned hereby certifies, in such capacity and not individually, as follows:

SECTION 1: REPRESENTATIONS AND WARRANTIES — BRING-DOWN CONFIRMATION

1.1 Representations and Warranties of SBF under the Receivables Purchase Agreement.

The undersigned hereby certifies that each of the representations and warranties of Skybridge Fintech Ltd. set forth in Article [__] of the Receivables Purchase Agreement is true and correct in all material respects as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date). Without limiting the generality of the foregoing, the undersigned confirms the continued accuracy of the following representations and warranties as of the Closing Date:

(a) Due Organization and Good Standing. SBF is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has qualified as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect.

(b) Corporate Power and Authority. SBF has the corporate power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including the Receivables Purchase Agreement, and all corporate action on the part of SBF necessary for the authorization, execution, delivery, and performance of each such Transaction Document has been duly and validly taken.

(c) No Conflict. The execution, delivery, and performance by SBF of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not (i) conflict with, result in a breach or violation of, or constitute a default under the certificate of incorporation or bylaws (or other organizational documents) of SBF, (ii) conflict with, result in a breach or violation of, or constitute a default under, or result in the creation or imposition of any lien upon any property or assets of SBF under, any material agreement, indenture, mortgage, deed of trust, loan agreement, lease, or other instrument to which SBF is a party or by which SBF or any of its properties is bound, or (iii) violate any applicable statute, law, rule, regulation, judgment, order, writ, injunction, or decree of any governmental authority having jurisdiction over SBF or any of its properties.

(d) Governmental Approvals. All authorizations, approvals, consents, licenses, permits, orders, registrations, qualifications, filings, and recordings with or from any federal, state, or local governmental authority or regulatory body that are required in connection with the execution, delivery, and performance by SBF of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly obtained, effected, or made and are in full force and effect as of the Closing Date.

(e) Accuracy of Rating Agency Information. All information provided by or on behalf of SBF to Meridian Credit Ratings, Inc. and Carrollton Ratings Group LLC (collectively, the "Rating Agencies") in connection with the assignment of ratings to the Notes, including all data tapes, static-pool performance data, loan-level information, and supplemental information packages, was true, correct, and complete in all material respects as of the date such information was provided, and no material changes to such information have occurred since the date of delivery to the Rating Agencies that have not been disclosed in writing to the Rating Agencies and to the Initial Purchaser.

(f) Consumer Lending Law Compliance. SBF has originated or caused to be originated each Receivable in compliance in all material respects with all applicable federal and state consumer lending laws and regulations, including, without limitation, the Truth in Lending Act ("TILA") and Regulation Z promulgated thereunder, the Equal Credit Opportunity Act ("ECOA") and Regulation B promulgated thereunder, the Fair Credit Reporting Act ("FCRA"), the Fair Debt Collection Practices Act ("FDCPA"), the Gramm-Leach-Bliley Act and Regulation P, all applicable state consumer-lending licensing requirements, and all applicable state usury and rate-cap statutes, and SBF has not received any notice of any material non-compliance with any of the foregoing laws or regulations that has not been previously disclosed to the Initial Purchaser and the Rating Agencies.

1.2 Representations and Warranties of SBF under the Sale and Servicing Agreement.

The undersigned hereby certifies that each of the representations and warranties of Skybridge Fintech Ltd. (in its capacity as Servicer) set forth in Section [__] of the Sale and Servicing Agreement is true and correct in all material respects as of the Closing Date with the same force and effect as if made on and as of the Closing Date. Without limiting the generality of the foregoing, the undersigned confirms the continued accuracy of the representations and warranties relating to the following matters:

(a) Servicing Standards. SBF, in its capacity as Servicer, has serviced and will continue to service the Receivables in accordance with the servicing standards set forth in the Sale and Servicing Agreement, which require that the Servicer service and administer the Receivables with the same degree of skill and care as it employs in servicing and administering comparable consumer receivables that it services for its own account, and in accordance with customary and usual standards of practice of prudent consumer-loan servicers.

(b) Payment-Application Waterfall. The payment-application methodology applied by SBF (and by the Sub-Servicer acting on SBF's behalf) to collections on the Receivables is consistent with the payment-application waterfall specified in Section 4.03 of the Master Servicing Agreement, dated October 1, 2022, between SBF and the Sub-Servicer, which provides that payments received from obligors are applied first to accrued interest, then to assessed fees, and then to outstanding principal, and such waterfall has been consistently applied in all material respects since the origination of each Receivable in the pool.

(c) Accuracy of Servicing Data. All servicing data, reports, and information provided by SBF (or by the Sub-Servicer on SBF's behalf) to the Indenture Trustee, the Owner Trustee, the Rating Agencies, and the Initial Purchaser in connection with the Transaction Documents, including without limitation delinquency reports, collection reports, and periodic servicing reports, are true, correct, and complete in all material respects as of their respective dates.

(d) Sub-Servicer Compliance. Clearview Loan Servicing, Inc., in its capacity as Sub-Servicer, has performed and is performing its obligations under the Sub-Servicing Agreement (as amended) in compliance in all material respects with the terms thereof and in compliance with all applicable laws and regulations, and no default or event of default has occurred under the Sub-Servicing Agreement that has not been cured or waived.

1.3 Representations and Warranties of SBF under the Purchase Agreement.

The undersigned hereby certifies that each of the representations and warranties of Skybridge Fintech Ltd. set forth in Section [__] of the Purchase Agreement is true and correct in all material respects as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date). Without limiting the generality of the foregoing, the undersigned confirms the continued accuracy of the following representations and warranties:

(a) Accuracy of the Offering Memoranda. The Offering Memoranda, as of their respective dates, contain all material information regarding the Trust, the Notes, the Receivables, SBF, and the other parties to the Transaction Documents that is required to be included therein and that a prospective purchaser of the Notes would reasonably consider material in making a decision to purchase the Notes.

(b) No Material Misstatements or Omissions. Neither the Preliminary Offering Memorandum, as of its date, nor the Final Offering Memorandum, as of its date and as of the Closing Date, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by SBF with respect to any statements or omissions made in reliance upon and in conformity with information furnished in writing by the Initial Purchaser expressly for use in the Offering Memoranda.

(c) Absence of Material Adverse Change. Since December 31, 2023, there has not been any Material Adverse Change (as defined in the Purchase Agreement) in the business, properties, operations, condition (financial or otherwise), or prospects of SBF or the Depositor, or in the value, condition, or collectability of the Receivables, that is not disclosed in the Final Offering Memorandum.

(d) Financial Statements. The financial statements and related financial data of SBF included or incorporated by reference in the Final Offering Memorandum present fairly in all material respects the financial position, results of operations, and cash flows of SBF as of and for the periods indicated, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States ("U.S. GAAP") applied on a consistent basis throughout the periods involved, except as otherwise stated therein. As of and for the fiscal year ended December 31, 2023, SBF's key financial metrics were as follows:

• Total revenue: $187.3 million

• Total assets: approximately $1.02 billion

• Gross receivables: approximately $876.5 million

• Net receivables (after allowance for credit losses): approximately $841.4 million

Such financial data is consistent in all material respects with the financial information presented in the Final Offering Memorandum and with the audited financial statements of SBF delivered to the Initial Purchaser in connection with the transactions contemplated by the Transaction Documents.

1.4 Representations and Warranties of SBF under the Administration Agreement.

The undersigned hereby certifies that each of the representations and warranties of Skybridge Fintech Ltd. set forth in Section [__] of the Administration Agreement is true and correct in all material respects as of the Closing Date with the same force and effect as if made on and as of the Closing Date. SBF has the requisite corporate power and authority, and the organizational capacity and infrastructure, to perform all of its obligations under the Administration Agreement in accordance with the terms thereof and applicable law.

SECTION 2: RECEIVABLES POOL REPRESENTATIONS — BRING-DOWN CONFIRMATION

2.1 Eligibility Criteria.

The undersigned certifies that, as of the Closing Date and as of the Cut-Off Date (March 31, 2024), each Receivable included in the Trust pool satisfies the eligibility criteria set forth in the Schedule of Eligibility Criteria attached as an exhibit to each of the Receivables Purchase Agreement and the Sale and Servicing Agreement (the "Eligibility Criteria"). Without limiting the generality of the foregoing, the undersigned confirms that the following specific eligibility requirements have been satisfied with respect to each Receivable in the pool:

(a) Single-Obligor Concentration. No single obligor accounts for more than 0.15% of the aggregate initial pool balance, which is equivalent to a maximum single-obligor exposure of approximately $300,000 based on the initial pool balance of $200,000,000.

(b) Geographic Concentration. No single state accounts for more than 20% of the aggregate outstanding principal balance of the Receivables as of the Cut-Off Date, and the geographic distribution of the Receivables is consistent with the geographic diversification requirements set forth in the Eligibility Criteria.

(c) Delinquency Exclusions. All Receivables that were more than 30 days past due as of the Cut-Off Date, or that otherwise failed to satisfy the delinquency-related exclusion criteria set forth in the Eligibility Criteria, have been excluded from the pool.

(d) FICO and Creditworthiness Requirements. Each Receivable included in the pool was originated to an obligor whose credit profile, including FICO score at origination, met or exceeded the minimum creditworthiness requirements specified in the Eligibility Criteria, and the weighted average FICO score at origination for the pool as a whole is consistent with the disclosure set forth in the Final Offering Memorandum.

(e) Loan Characteristics. Each Receivable is an unsecured consumer installment loan originated through the SkyLend platform (the proprietary online lending platform owned and operated by SBF) with (i) an original principal balance of not less than $1,000 and not more than $25,000, and (ii) an original term of not less than 12 months and not more than 60 months.

2.2 Pool-Level Statistics Confirmation.

The undersigned certifies that the pool-level statistics set forth in the Final Offering Memorandum are accurate and complete in all material respects as of the Cut-Off Date, including the following summary statistics:

The foregoing statistics are based on data as of the Cut-Off Date (March 31, 2024) and have been calculated in accordance with the methodologies described in the Final Offering Memorandum. The undersigned confirms that no material changes to the composition or characteristics of the pool have occurred between the Cut-Off Date and the Closing Date other than changes resulting from scheduled principal payments, prepayments, and defaults occurring in the ordinary course, all of which have been reflected in the final pool tape delivered to the Indenture Trustee and the Initial Purchaser on or prior to the Closing Date.

2.3 Receivable-Level Representations.

The undersigned certifies that each receivable-level representation and warranty set forth in Section [__] of the Receivables Purchase Agreement (including, without limitation, representations and warranties regarding (a) the valid origination of each Receivable in compliance with SBF's credit and underwriting policies and applicable law, (b) the enforceability of each Receivable as a legal, valid, and binding obligation of the related obligor, (c) the absence of any modification, amendment, waiver, or restructuring of any Receivable other than as disclosed in the data tape delivered to the Indenture Trustee, and (d) compliance of each Receivable with all applicable federal and state consumer-protection laws and regulations) is true and correct in all material respects as of the Closing Date and as of the Cut-Off Date (March 31, 2024), in each case with the same force and effect as if made on and as of such dates.

SECTION 3: ABSENCE OF MATERIAL ADVERSE CHANGE / DEFAULTS

3.1 No Material Adverse Change.

The undersigned certifies that since December 31, 2023 (or such later date as is specifically referenced in the applicable Transaction Document), there has been no Material Adverse Change (as such term is defined in the Purchase Agreement) with respect to any of the following:

(a) the business, properties, operations, condition (financial or otherwise), or prospects of Skybridge Fintech Ltd., taken as a whole;

(b) the business, properties, operations, or condition (financial or otherwise) of the Depositor (SkyLend Funding LLC); or

(c) the value, collectability, or condition of the Receivables, whether individually or in the aggregate, or the ability of the Servicer or Sub-Servicer to collect or service the Receivables in accordance with the terms of the Sale and Servicing Agreement and the Sub-Servicing Agreement.

For the avoidance of doubt, the foregoing certification encompasses the absence of any change, event, occurrence, development, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the ability of SBF to perform its obligations under the Transaction Documents, (ii) the validity or enforceability of any Transaction Document or the security interest of the Indenture Trustee in the Receivables, or (iii) the timely payment of principal of and interest on the Notes in accordance with their terms.

3.2 No Default or Event of Default.

The undersigned certifies that no Default, Event of Default, Servicer Termination Event, or Early Amortization Event (each as defined in the Indenture or the Sale and Servicing Agreement, as applicable) has occurred and is continuing as of the Closing Date, and that no such Default, Event of Default, Servicer Termination Event, or Early Amortization Event would result from the consummation of the transactions contemplated by the Transaction Documents on the Closing Date. The undersigned further confirms that, after giving effect to the issuance of the Notes and the application of the proceeds thereof in accordance with the Transaction Documents, no Default, Event of Default, Servicer Termination Event, or Early Amortization Event will exist under any Transaction Document.

3.3 No Litigation.

Except as disclosed in the Final Offering Memorandum under the caption "Legal Proceedings" and any related risk-factor disclosure, there is no action, suit, arbitration, proceeding, or investigation pending or, to the knowledge of the undersigned after due inquiry, threatened against or affecting Skybridge Fintech Ltd., the Depositor (SkyLend Funding LLC), or the Trust before or by any court, arbitrator, or governmental authority that would reasonably be expected to:

(a) materially and adversely affect the Receivables, the Trust property, or the rights or obligations of any party under the Transaction Documents; or

(b) challenge the validity, binding effect, or enforceability of any Transaction Document or the transactions contemplated thereby, including the sale and transfer of the Receivables from SBF to the Depositor and from the Depositor to the Trust, the grant of the security interest in the Receivables in favor of the Indenture Trustee, or the issuance and sale of the Notes by the Trust.

The undersigned further confirms that, to the knowledge of the undersigned, no governmental authority has initiated or threatened any enforcement action, supervisory proceeding, or investigation against SBF relating to SBF's consumer-lending activities or its origination, servicing, or sale of consumer receivables that has not been previously disclosed to the Initial Purchaser and reflected in the Final Offering Memorandum.

SECTION 4: COMPLIANCE CERTIFICATIONS

4.1 Conditions Precedent.

The undersigned certifies that all conditions precedent to the obligations of SBF, the Depositor (SkyLend Funding LLC), and the Trust under the Transaction Documents that are required to be satisfied on or prior to the Closing Date have been duly satisfied or, to the extent permitted under the applicable Transaction Document, waived in writing by the party or parties entitled to grant such waiver. Without limiting the foregoing, the undersigned confirms that all deliverables, documents, instruments, opinions, certificates, and other items required to be delivered by or on behalf of SBF on or prior to the Closing Date pursuant to the Transaction Documents have been duly delivered (or will be delivered simultaneously with the delivery of this Certificate on the Closing Date) to the applicable recipients.

4.2 Regulatory Compliance.

The undersigned certifies that Skybridge Fintech Ltd. holds all licenses, permits, registrations, and authorizations required under applicable federal and state laws and regulations (including, without limitation, applicable state consumer-lending licenses and money-transmitter licenses, to the extent applicable) for the origination, sale, transfer, and servicing of the Receivables and for the performance of its obligations under the Transaction Documents. All such licenses, permits, registrations, and authorizations are in full force and effect as of the Closing Date, and no proceedings for the suspension, revocation, or limitation of any such license, permit, registration, or authorization are pending or, to the knowledge of the undersigned, threatened. SBF is not aware of any facts or circumstances that would reasonably be expected to result in the loss, suspension, or non-renewal of any such license, permit, registration, or authorization.

4.3 Tax Matters.

The undersigned certifies that nothing has occurred that would cause the Trust to fail to qualify as a grantor trust for U.S. federal income tax purposes under Subpart E of Subchapter J (Sections 671 through 679) of the Internal Revenue Code of 1986, as amended (the "Code"). No election has been made or action taken by SBF, the Depositor, the Trust, the Owner Trustee, or any other party to any Transaction Document that would cause the Trust to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. The Trust has been, and on the Closing Date will be, properly classified as a grantor trust under the Code for U.S. federal income tax purposes, and each holder of a beneficial interest in the Trust (including holders of the Notes and the holder of the residual interest) will be treated as the owner of an undivided interest in the assets of the Trust for U.S. federal income tax purposes.

4.4 UCC Filings.

The undersigned certifies that all Uniform Commercial Code ("UCC") financing statements required to be filed in order to perfect the security interest in the Receivables (and the related proceeds and collections) (i) in favor of the Depositor (as purchaser from SBF) under the Receivables Purchase Agreement, (ii) in favor of the Trust (as purchaser from the Depositor) under the Sale and Servicing Agreement, and (iii) in favor of the Indenture Trustee under the Indenture, have been duly filed in the appropriate filing offices (including the office of the Secretary of State of the State of Delaware and such other jurisdictions as are required under applicable law) and remain effective and in full force as of the Closing Date. No lapse, termination, release, or amendment of any such financing statement has occurred or been filed without the corresponding re-filing, continuation, or amendment necessary to maintain perfection of the applicable security interest. The undersigned further confirms that no prior or competing UCC filing has been made with respect to the Receivables (other than filings in favor of the parties identified above), and that the Indenture Trustee holds a first-priority perfected security interest in the Receivables and related Trust property, subject only to the rights and priorities set forth in the Indenture.

SECTION 5: OFFERING MEMORANDUM CERTIFICATION

5.1 Accuracy of Offering Memoranda.

The undersigned certifies that the Final Offering Memorandum, as of its date and as of the Closing Date, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing certification is made with respect to all sections of the Final Offering Memorandum, including, without limitation, the sections entitled "Summary," "Risk Factors," "The Receivables Pool," "Static Pool Information," "Skybridge Fintech Ltd.," "The Servicer," "The Sub-Servicer," "Description of the Notes," "Credit Enhancement," and "Legal Proceedings," as well as all annexes, exhibits, schedules, and appendices thereto.

Without limiting the generality of the foregoing, the undersigned specifically confirms that the static-pool performance data, delinquency data (including 30-day, 60-day, and 90-day delinquency statistics), cumulative net-loss data, and recovery-rate data contained in the Final Offering Memorandum are accurate and complete in all material respects as of the dates specified therein and have been derived from SBF's books and records in accordance with consistent methodologies applied across all prior vintage pools.

5.2 No Subsequent Events.

The undersigned certifies that since the date of the Final Offering Memorandum, no event has occurred, and no condition or state of facts exists, that would require an amendment or supplement to the Final Offering Memorandum in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the foregoing, since the date of the Final Offering Memorandum, (a) there has been no material change in the financial condition, business, properties, operations, or prospects of SBF, the Depositor, or the Trust, (b) there has been no material change in the composition, characteristics, or performance of the Receivables, and (c) no event has occurred that would constitute a Material Adverse Change or an Event of Default, in each case that would require disclosure in an amendment or supplement to the Final Offering Memorandum.

SECTION 6: CAPITAL STRUCTURE CONFIRMATION

The undersigned confirms that the Notes are being issued in the following classes and amounts, and that the credit-enhancement features described below are funded and/or available as required under the Indenture and the Sale and Servicing Agreement:

The Subordinated Certificate (representing the residual interest in the Trust) is retained by SBF through its wholly owned subsidiary, SkyLend Funding LLC, and will not be offered or sold to any third party.

The undersigned further confirms the following credit-enhancement features:

(a) Initial Overcollateralization. The initial overcollateralization target is 3.5% of the initial pool balance, equal to $7,000,000. As of the Closing Date, the aggregate outstanding principal balance of the Receivables in the Trust exceeds the aggregate outstanding principal amount of the Notes by at least this amount.

(b) Reserve Account. The required reserve account balance at closing is 1.00% of the initial pool balance, equal to $2,000,000. As of the Closing Date, the reserve account maintained with the Indenture Trustee has been funded in the amount of $2,000,000 from the proceeds of the sale of the Notes.

(c) Estimated Excess Spread. The estimated annualized excess spread (calculated as the weighted average coupon on the Receivables less the weighted average cost of the Notes, servicing fees, and other Trust expenses) is approximately 2.85% per annum.

The reserve account and overcollateralization amounts are funded and/or available as required under the Indenture and the Sale and Servicing Agreement, and all conditions relating to the funding of credit enhancement have been satisfied as of the Closing Date.

SECTION 7: CERTIFICATION AND SIGNATURE BLOCK

7.1 Certification Language.

The undersigned, being a duly authorized officer of Skybridge Fintech Ltd., hereby certifies, in such capacity and not individually, that to the best of the undersigned's knowledge, after due inquiry, the foregoing statements contained in Sections 1 through 6 of this Certificate are true and correct in all material respects as of the date first written above. This Certificate is delivered in accordance with the requirements of the Purchase Agreement and may be relied upon by the Initial Purchaser, the Indenture Trustee, the Owner Trustee, and the Rating Agencies in connection with the issuance and sale of the Notes on the Closing Date.

This Certificate may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by facsimile or by electronic means (including in .pdf format) shall be effective as delivery of a manually executed counterpart.

7.2 Signature block.

[Remainder of page intentionally left blank; signature page follows.]

SIGNATURE PAGE TO BRING-DOWN CERTIFICATE SKYLEND RECEIVABLES TRUST 2024-1

IN WITNESS WHEREOF, the undersigned has executed this Bring-Down Certificate as of the date first written above.

SKYBRIDGE FINTECH LTD.

By: ________

Name: [______]

Title: [______]

Date: [____, 2024]

EXHIBIT A

LIST OF TRANSACTION DOCUMENTS (Referenced Agreements)

The following is a complete list of the Transaction Documents referenced in this Bring-Down Certificate, together with the full titles, dates, and parties thereto:

1. Indenture, dated as of [____], 2024, between SkyLend Receivables Trust 2024-1 ("SRT 2024-1"), as issuer, and Atlantic Fiduciary Services, Inc. ("AFS"), as indenture trustee.

2. Receivables Purchase Agreement, dated as of [____], 2024, between Skybridge Fintech Ltd. ("SBF"), as seller and originator, and SkyLend Funding LLC, as purchaser and depositor.

3. Sale and Servicing Agreement, dated as of [____], 2024, among SkyLend Funding LLC, as depositor, SkyLend Receivables Trust 2024-1, as issuer, Skybridge Fintech Ltd., as servicer, and Clearview Loan Servicing, Inc., as sub-servicer.

4. Preliminary Purchase Agreement (PPA), dated as of [____], 2024, among SkyLend Receivables Trust 2024-1, Skybridge Fintech Ltd., SkyLend Funding LLC, and Halcyon Securities LLC, as initial purchaser (Halcyon Deal Reference HLC-ABS-2024-017).

5. Trust Agreement, dated as of February 14, 2024, between SkyLend Funding LLC, as depositor, and Keymark Trust Company, National Association, as owner trustee.

6. Administration Agreement, dated as of [____], 2024, between SkyLend Receivables Trust 2024-1 and Skybridge Fintech Ltd., as administrator.

7. Account Control Agreement, dated as of [____], 2024, among SkyLend Receivables Trust 2024-1, Atlantic Fiduciary Services, Inc., as indenture trustee and securities intermediary, and Keymark Trust Company, National Association, as owner trustee, relating to the collection account, reserve account, and other accounts established pursuant to the Indenture and the Sale and Servicing Agreement.

8. Custodial Agreement, dated as of [____], 2024, between SkyLend Receivables Trust 2024-1 and Atlantic Fiduciary Services, Inc., as custodian, relating to the custody, safekeeping, and maintenance of the receivable files and related documentation.

9. Sub-Servicing Agreement Amendment (Amendment No. 1 to Master Servicing Agreement dated October 1, 2022), dated as of [____], 2024, between Skybridge Fintech Ltd. and Clearview Loan Servicing, Inc., amending certain terms and provisions of the Master Servicing Agreement dated October 1, 2022, to conform such agreement to the requirements of the Sale and Servicing Agreement and the Indenture.

[This form certificate was prepared by Calderwood & Harkness LLP in connection with C&H Matter No. 1009-00005 (SkyLend Receivables Trust 2024-1). This template was never executed. The transaction was terminated on May 8, 2024.]

DRAFT — FOR DISCUSSION PURPOSES ONLY

Pool Characteristic	Value
Approximate number of Receivables	23,100 loans
Aggregate outstanding principal balance (gross, before credit and eligibility screening)	Approximately $213,750,000
Aggregate outstanding principal balance (final securitized pool)	$200,000,000
Weighted average coupon (WAC)	14.82%
Weighted average remaining term (WAM)	38.4 months
Weighted average FICO at origination	698
Class / Tranche	Principal Amount	% of Total	Expected Rating (Meridian)	Expected Rating (Carrollton)	Target Coupon	Expected WAL
Class A Notes	$170,000,000	85.0%	Aaa(sf)	AA+(sf)	5.45% – 5.65%	2.1 years
Class B Notes	$22,000,000	11.0%	A2(sf)	A(sf)	6.75% – 7.00%	3.4 years
Subordinated Certificate / Residual Interest	$8,000,000	4.0%	Not rated	Not rated	N/A	N/A
Total	$200,000,000	100.0%

BRING-DOWN CERTIFICATE
SkyLend Receivables Trust 2024-1
[FORM — TEMPLATE PREPARED BY CALDERWOOD & HARKNESS LLP]
[____, 2024]
This Bring-Down Certificate (this "Certificate") is delivered in connection with the issuance by SkyLend Receivables Trust 2024-1 (the "Trust" or the "Issuer"), a Delaware statutory trust, of $170,000,000 aggregate principal amount of Class A Asset-Backed Notes (CUSIP: 87165Q AA4) and $22,000,000 aggregate principal amount of Class B Asset-Backed Notes (CUSIP: 87165Q AB2) (collectively, the "Notes"), offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A and Regulation S thereunder, as more fully described in the Final Offering Memorandum (as defined below).
C&H Matter No. 1009-00005
RECITALS
A. Identification of Certificate Provider.
This Certificate is delivered by Skybridge Fintech Ltd., a corporation duly organized and existing under the laws of the State of Delaware ("SBF" or the "Company"), with its principal offices located at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801 (Employer Identification Number: 84-3291076). The undersigned, [Name] (the "Certifier"), [Title] of Skybridge Fintech Ltd., delivers this Certificate in the Certifier's capacity as a duly authorized officer of SBF and not in any personal or individual capacity. It is anticipated that the Certifier shall be either Arun Mehta, Chief Executive Officer & Co-Founder, or Danielle Prescott, Chief Financial Officer, of Skybridge Fintech Ltd., each of whom has been duly authorized by the Board of Directors of SBF to execute and deliver certificates, documents, and instruments on behalf of SBF in connection with the transactions described herein.
B. Reference to Transaction Documents.
This Certificate is delivered in connection with the following agreements and instruments (each as more fully described below and collectively referred to herein as the "Transaction Documents"):
(i) Indenture, dated as of [____], 2024 (the "Indenture"), between SkyLend Receivables Trust 2024-1 (the "Trust" or the "Issuer"), a Delaware statutory trust (Employer Identification Number: 93-4201855), and Atlantic Fiduciary Services, Inc. ("AFS"), a Delaware banking corporation organized and existing under the laws of the State of Delaware, as indenture trustee (in such capacity, the "Indenture Trustee"), pursuant to which the Notes are issued and secured by the Trust's assets, including the Receivables (as defined therein) and the other Trust property described therein;
(ii) Receivables Purchase Agreement, dated as of [____], 2024 (the "Receivables Purchase Agreement" or "RPA"), between Skybridge Fintech Ltd., as seller and originator of the Receivables, and SkyLend Funding LLC, a Delaware limited liability company (Employer Identification Number: 93-4187620) and wholly owned subsidiary of SBF, as purchaser and depositor (in such capacity, the "Depositor"), pursuant to which SBF sells, transfers, assigns, and otherwise conveys the Receivables to the Depositor;
(iii) Sale and Servicing Agreement, dated as of [____], 2024 (the "Sale and Servicing Agreement"), among SkyLend Funding LLC, as depositor, SkyLend Receivables Trust 2024-1, as issuer, Skybridge Fintech Ltd., as servicer (in such capacity, the "Servicer"), and Clearview Loan Servicing, Inc., an Ohio corporation organized and existing under the laws of the State of Ohio, as sub-servicer (in such capacity, the "Sub-Servicer"), pursuant to which, among other things, the Depositor transfers the Receivables to the Trust and SBF agrees to service, or cause the Sub-Servicer to service, the Receivables in accordance with the servicing standards set forth therein;
(iv) Preliminary Purchase Agreement, dated as of [____], 2024 (the "Purchase Agreement" or "PPA"), among SkyLend Receivables Trust 2024-1, Skybridge Fintech Ltd., SkyLend Funding LLC, and Halcyon Securities LLC, a Delaware limited liability company, as initial purchaser (in such capacity, the "Initial Purchaser"; Halcyon Deal Reference HLC-ABS-2024-017), pursuant to which the Trust agrees to sell and the Initial Purchaser agrees to purchase the Notes on the terms and subject to the conditions set forth therein;
(v) Trust Agreement, dated as of February 14, 2024 (the "Trust Agreement"), between SkyLend Funding LLC, as depositor, and Keymark Trust Company, National Association, a national banking association, as owner trustee (in such capacity, the "Owner Trustee"), pursuant to which the Trust was formed and the rights and obligations of the Depositor and the Owner Trustee are established;
(vi) Administration Agreement, dated as of [____], 2024 (the "Administration Agreement"), between SkyLend Receivables Trust 2024-1 and Skybridge Fintech Ltd., as administrator (in such capacity, the "Administrator"), pursuant to which SBF agrees to perform certain administrative functions on behalf of the Trust as more fully described therein;
together with such other agreements, instruments, and documents as are referenced in Exhibit A hereto and as may be ancillary or supplemental to the foregoing (collectively, the "Transaction Documents").
C. Reference to Offering Memoranda.
In connection with the offering and sale of the Notes, the following disclosure documents have been prepared:
(i) The Preliminary Offering Memorandum, dated April 5, 2024 (the "Preliminary Offering Memorandum"), relating to the Notes, as distributed to prospective purchasers of the Notes prior to the pricing of the Notes; and
(ii) The Final Offering Memorandum, dated [____], 2024 (the "Final Offering Memorandum" and, together with the Preliminary Offering Memorandum, the "Offering Memoranda"), relating to the Notes, which sets forth the definitive terms, pool characteristics, capital structure, and other information regarding the Notes and the Trust.
D. Purpose.
This Certificate is being delivered by SBF pursuant to Section [__] of the Purchase Agreement as a condition precedent to the obligations of the Initial Purchaser to consummate the purchase of the Notes on the closing date set forth below. The closing of the issuance and sale of the Notes is expected to take place on [__], 2024 (the "Closing Date"). This Certificate constitutes the "Bring-Down Certificate" required to be delivered by SBF on the Closing Date pursuant to the Purchase Agreement and is intended to confirm, as of the Closing Date, the continued accuracy of the representations, warranties, and covenants of SBF made in or pursuant to the Transaction Documents.
Capitalized terms used but not otherwise defined herein shall have the respective meanings given to such terms in the applicable Transaction Document in which they are defined. In the event that a capitalized term is defined in more than one Transaction Document, the definition set forth in the Purchase Agreement shall control for purposes of this Certificate, unless the context clearly requires otherwise.
NOW, THEREFORE, the undersigned hereby certifies, in such capacity and not individually, as follows:
SECTION 1: REPRESENTATIONS AND WARRANTIES — BRING-DOWN CONFIRMATION
1.1 Representations and Warranties of SBF under the Receivables Purchase Agreement.
The undersigned hereby certifies that each of the representations and warranties of Skybridge Fintech Ltd. set forth in Article [__] of the Receivables Purchase Agreement is true and correct in all material respects as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date). Without limiting the generality of the foregoing, the undersigned confirms the continued accuracy of the following representations and warranties as of the Closing Date:
(a) Due Organization and Good Standing. SBF is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has qualified as a foreign corporation and is in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect.
(b) Corporate Power and Authority. SBF has the corporate power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, including the Receivables Purchase Agreement, and all corporate action on the part of SBF necessary for the authorization, execution, delivery, and performance of each such Transaction Document has been duly and validly taken.
(c) No Conflict. The execution, delivery, and performance by SBF of the Transaction Documents to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not (i) conflict with, result in a breach or violation of, or constitute a default under the certificate of incorporation or bylaws (or other organizational documents) of SBF, (ii) conflict with, result in a breach or violation of, or constitute a default under, or result in the creation or imposition of any lien upon any property or assets of SBF under, any material agreement, indenture, mortgage, deed of trust, loan agreement, lease, or other instrument to which SBF is a party or by which SBF or any of its properties is bound, or (iii) violate any applicable statute, law, rule, regulation, judgment, order, writ, injunction, or decree of any governmental authority having jurisdiction over SBF or any of its properties.
(d) Governmental Approvals. All authorizations, approvals, consents, licenses, permits, orders, registrations, qualifications, filings, and recordings with or from any federal, state, or local governmental authority or regulatory body that are required in connection with the execution, delivery, and performance by SBF of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly obtained, effected, or made and are in full force and effect as of the Closing Date.
(e) Accuracy of Rating Agency Information. All information provided by or on behalf of SBF to Meridian Credit Ratings, Inc. and Carrollton Ratings Group LLC (collectively, the "Rating Agencies") in connection with the assignment of ratings to the Notes, including all data tapes, static-pool performance data, loan-level information, and supplemental information packages, was true, correct, and complete in all material respects as of the date such information was provided, and no material changes to such information have occurred since the date of delivery to the Rating Agencies that have not been disclosed in writing to the Rating Agencies and to the Initial Purchaser.
(f) Consumer Lending Law Compliance. SBF has originated or caused to be originated each Receivable in compliance in all material respects with all applicable federal and state consumer lending laws and regulations, including, without limitation, the Truth in Lending Act ("TILA") and Regulation Z promulgated thereunder, the Equal Credit Opportunity Act ("ECOA") and Regulation B promulgated thereunder, the Fair Credit Reporting Act ("FCRA"), the Fair Debt Collection Practices Act ("FDCPA"), the Gramm-Leach-Bliley Act and Regulation P, all applicable state consumer-lending licensing requirements, and all applicable state usury and rate-cap statutes, and SBF has not received any notice of any material non-compliance with any of the foregoing laws or regulations that has not been previously disclosed to the Initial Purchaser and the Rating Agencies.
1.2 Representations and Warranties of SBF under the Sale and Servicing Agreement.
The undersigned hereby certifies that each of the representations and warranties of Skybridge Fintech Ltd. (in its capacity as Servicer) set forth in Section [__] of the Sale and Servicing Agreement is true and correct in all material respects as of the Closing Date with the same force and effect as if made on and as of the Closing Date. Without limiting the generality of the foregoing, the undersigned confirms the continued accuracy of the representations and warranties relating to the following matters:
(a) Servicing Standards. SBF, in its capacity as Servicer, has serviced and will continue to service the Receivables in accordance with the servicing standards set forth in the Sale and Servicing Agreement, which require that the Servicer service and administer the Receivables with the same degree of skill and care as it employs in servicing and administering comparable consumer receivables that it services for its own account, and in accordance with customary and usual standards of practice of prudent consumer-loan servicers.
(b) Payment-Application Waterfall. The payment-application methodology applied by SBF (and by the Sub-Servicer acting on SBF's behalf) to collections on the Receivables is consistent with the payment-application waterfall specified in Section 4.03 of the Master Servicing Agreement, dated October 1, 2022, between SBF and the Sub-Servicer, which provides that payments received from obligors are applied first to accrued interest, then to assessed fees, and then to outstanding principal, and such waterfall has been consistently applied in all material respects since the origination of each Receivable in the pool.
(c) Accuracy of Servicing Data. All servicing data, reports, and information provided by SBF (or by the Sub-Servicer on SBF's behalf) to the Indenture Trustee, the Owner Trustee, the Rating Agencies, and the Initial Purchaser in connection with the Transaction Documents, including without limitation delinquency reports, collection reports, and periodic servicing reports, are true, correct, and complete in all material respects as of their respective dates.
(d) Sub-Servicer Compliance. Clearview Loan Servicing, Inc., in its capacity as Sub-Servicer, has performed and is performing its obligations under the Sub-Servicing Agreement (as amended) in compliance in all material respects with the terms thereof and in compliance with all applicable laws and regulations, and no default or event of default has occurred under the Sub-Servicing Agreement that has not been cured or waived.
1.3 Representations and Warranties of SBF under the Purchase Agreement.
The undersigned hereby certifies that each of the representations and warranties of Skybridge Fintech Ltd. set forth in Section [__] of the Purchase Agreement is true and correct in all material respects as of the Closing Date with the same force and effect as if made on and as of the Closing Date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true and correct in all material respects as of such earlier date). Without limiting the generality of the foregoing, the undersigned confirms the continued accuracy of the following representations and warranties:
(a) Accuracy of the Offering Memoranda. The Offering Memoranda, as of their respective dates, contain all material information regarding the Trust, the Notes, the Receivables, SBF, and the other parties to the Transaction Documents that is required to be included therein and that a prospective purchaser of the Notes would reasonably consider material in making a decision to purchase the Notes.
(b) No Material Misstatements or Omissions. Neither the Preliminary Offering Memorandum, as of its date, nor the Final Offering Memorandum, as of its date and as of the Closing Date, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made by SBF with respect to any statements or omissions made in reliance upon and in conformity with information furnished in writing by the Initial Purchaser expressly for use in the Offering Memoranda.
(c) Absence of Material Adverse Change. Since December 31, 2023, there has not been any Material Adverse Change (as defined in the Purchase Agreement) in the business, properties, operations, condition (financial or otherwise), or prospects of SBF or the Depositor, or in the value, condition, or collectability of the Receivables, that is not disclosed in the Final Offering Memorandum.
(d) Financial Statements. The financial statements and related financial data of SBF included or incorporated by reference in the Final Offering Memorandum present fairly in all material respects the financial position, results of operations, and cash flows of SBF as of and for the periods indicated, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States ("U.S. GAAP") applied on a consistent basis throughout the periods involved, except as otherwise stated therein. As of and for the fiscal year ended December 31, 2023, SBF's key financial metrics were as follows:
•  Total revenue: $187.3 million
•  Total assets: approximately $1.02 billion
•  Gross receivables: approximately $876.5 million
•  Net receivables (after allowance for credit losses): approximately $841.4 million
Such financial data is consistent in all material respects with the financial information presented in the Final Offering Memorandum and with the audited financial statements of SBF delivered to the Initial Purchaser in connection with the transactions contemplated by the Transaction Documents.
1.4 Representations and Warranties of SBF under the Administration Agreement.
The undersigned hereby certifies that each of the representations and warranties of Skybridge Fintech Ltd. set forth in Section [__] of the Administration Agreement is true and correct in all material respects as of the Closing Date with the same force and effect as if made on and as of the Closing Date. SBF has the requisite corporate power and authority, and the organizational capacity and infrastructure, to perform all of its obligations under the Administration Agreement in accordance with the terms thereof and applicable law.
SECTION 2: RECEIVABLES POOL REPRESENTATIONS — BRING-DOWN CONFIRMATION
2.1 Eligibility Criteria.
The undersigned certifies that, as of the Closing Date and as of the Cut-Off Date (March 31, 2024), each Receivable included in the Trust pool satisfies the eligibility criteria set forth in the Schedule of Eligibility Criteria attached as an exhibit to each of the Receivables Purchase Agreement and the Sale and Servicing Agreement (the "Eligibility Criteria"). Without limiting the generality of the foregoing, the undersigned confirms that the following specific eligibility requirements have been satisfied with respect to each Receivable in the pool:
(a) Single-Obligor Concentration. No single obligor accounts for more than 0.15% of the aggregate initial pool balance, which is equivalent to a maximum single-obligor exposure of approximately $300,000 based on the initial pool balance of $200,000,000.
(b) Geographic Concentration. No single state accounts for more than 20% of the aggregate outstanding principal balance of the Receivables as of the Cut-Off Date, and the geographic distribution of the Receivables is consistent with the geographic diversification requirements set forth in the Eligibility Criteria.
(c) Delinquency Exclusions. All Receivables that were more than 30 days past due as of the Cut-Off Date, or that otherwise failed to satisfy the delinquency-related exclusion criteria set forth in the Eligibility Criteria, have been excluded from the pool.
(d) FICO and Creditworthiness Requirements. Each Receivable included in the pool was originated to an obligor whose credit profile, including FICO score at origination, met or exceeded the minimum creditworthiness requirements specified in the Eligibility Criteria, and the weighted average FICO score at origination for the pool as a whole is consistent with the disclosure set forth in the Final Offering Memorandum.
(e) Loan Characteristics. Each Receivable is an unsecured consumer installment loan originated through the SkyLend platform (the proprietary online lending platform owned and operated by SBF) with (i) an original principal balance of not less than $1,000 and not more than $25,000, and (ii) an original term of not less than 12 months and not more than 60 months.
2.2 Pool-Level Statistics Confirmation.
The undersigned certifies that the pool-level statistics set forth in the Final Offering Memorandum are accurate and complete in all material respects as of the Cut-Off Date, including the following summary statistics:
The foregoing statistics are based on data as of the Cut-Off Date (March 31, 2024) and have been calculated in accordance with the methodologies described in the Final Offering Memorandum. The undersigned confirms that no material changes to the composition or characteristics of the pool have occurred between the Cut-Off Date and the Closing Date other than changes resulting from scheduled principal payments, prepayments, and defaults occurring in the ordinary course, all of which have been reflected in the final pool tape delivered to the Indenture Trustee and the Initial Purchaser on or prior to the Closing Date.
2.3 Receivable-Level Representations.
The undersigned certifies that each receivable-level representation and warranty set forth in Section [__] of the Receivables Purchase Agreement (including, without limitation, representations and warranties regarding (a) the valid origination of each Receivable in compliance with SBF's credit and underwriting policies and applicable law, (b) the enforceability of each Receivable as a legal, valid, and binding obligation of the related obligor, (c) the absence of any modification, amendment, waiver, or restructuring of any Receivable other than as disclosed in the data tape delivered to the Indenture Trustee, and (d) compliance of each Receivable with all applicable federal and state consumer-protection laws and regulations) is true and correct in all material respects as of the Closing Date and as of the Cut-Off Date (March 31, 2024), in each case with the same force and effect as if made on and as of such dates.
SECTION 3: ABSENCE OF MATERIAL ADVERSE CHANGE / DEFAULTS
3.1 No Material Adverse Change.
The undersigned certifies that since December 31, 2023 (or such later date as is specifically referenced in the applicable Transaction Document), there has been no Material Adverse Change (as such term is defined in the Purchase Agreement) with respect to any of the following:
(a) the business, properties, operations, condition (financial or otherwise), or prospects of Skybridge Fintech Ltd., taken as a whole;
(b) the business, properties, operations, or condition (financial or otherwise) of the Depositor (SkyLend Funding LLC); or
(c) the value, collectability, or condition of the Receivables, whether individually or in the aggregate, or the ability of the Servicer or Sub-Servicer to collect or service the Receivables in accordance with the terms of the Sale and Servicing Agreement and the Sub-Servicing Agreement.
For the avoidance of doubt, the foregoing certification encompasses the absence of any change, event, occurrence, development, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the ability of SBF to perform its obligations under the Transaction Documents, (ii) the validity or enforceability of any Transaction Document or the security interest of the Indenture Trustee in the Receivables, or (iii) the timely payment of principal of and interest on the Notes in accordance with their terms.
3.2 No Default or Event of Default.
The undersigned certifies that no Default, Event of Default, Servicer Termination Event, or Early Amortization Event (each as defined in the Indenture or the Sale and Servicing Agreement, as applicable) has occurred and is continuing as of the Closing Date, and that no such Default, Event of Default, Servicer Termination Event, or Early Amortization Event would result from the consummation of the transactions contemplated by the Transaction Documents on the Closing Date. The undersigned further confirms that, after giving effect to the issuance of the Notes and the application of the proceeds thereof in accordance with the Transaction Documents, no Default, Event of Default, Servicer Termination Event, or Early Amortization Event will exist under any Transaction Document.
3.3 No Litigation.
Except as disclosed in the Final Offering Memorandum under the caption "Legal Proceedings" and any related risk-factor disclosure, there is no action, suit, arbitration, proceeding, or investigation pending or, to the knowledge of the undersigned after due inquiry, threatened against or affecting Skybridge Fintech Ltd., the Depositor (SkyLend Funding LLC), or the Trust before or by any court, arbitrator, or governmental authority that would reasonably be expected to:
(a) materially and adversely affect the Receivables, the Trust property, or the rights or obligations of any party under the Transaction Documents; or
(b) challenge the validity, binding effect, or enforceability of any Transaction Document or the transactions contemplated thereby, including the sale and transfer of the Receivables from SBF to the Depositor and from the Depositor to the Trust, the grant of the security interest in the Receivables in favor of the Indenture Trustee, or the issuance and sale of the Notes by the Trust.
The undersigned further confirms that, to the knowledge of the undersigned, no governmental authority has initiated or threatened any enforcement action, supervisory proceeding, or investigation against SBF relating to SBF's consumer-lending activities or its origination, servicing, or sale of consumer receivables that has not been previously disclosed to the Initial Purchaser and reflected in the Final Offering Memorandum.
SECTION 4: COMPLIANCE CERTIFICATIONS
4.1 Conditions Precedent.
The undersigned certifies that all conditions precedent to the obligations of SBF, the Depositor (SkyLend Funding LLC), and the Trust under the Transaction Documents that are required to be satisfied on or prior to the Closing Date have been duly satisfied or, to the extent permitted under the applicable Transaction Document, waived in writing by the party or parties entitled to grant such waiver. Without limiting the foregoing, the undersigned confirms that all deliverables, documents, instruments, opinions, certificates, and other items required to be delivered by or on behalf of SBF on or prior to the Closing Date pursuant to the Transaction Documents have been duly delivered (or will be delivered simultaneously with the delivery of this Certificate on the Closing Date) to the applicable recipients.
4.2 Regulatory Compliance.
The undersigned certifies that Skybridge Fintech Ltd. holds all licenses, permits, registrations, and authorizations required under applicable federal and state laws and regulations (including, without limitation, applicable state consumer-lending licenses and money-transmitter licenses, to the extent applicable) for the origination, sale, transfer, and servicing of the Receivables and for the performance of its obligations under the Transaction Documents. All such licenses, permits, registrations, and authorizations are in full force and effect as of the Closing Date, and no proceedings for the suspension, revocation, or limitation of any such license, permit, registration, or authorization are pending or, to the knowledge of the undersigned, threatened. SBF is not aware of any facts or circumstances that would reasonably be expected to result in the loss, suspension, or non-renewal of any such license, permit, registration, or authorization.
4.3 Tax Matters.
The undersigned certifies that nothing has occurred that would cause the Trust to fail to qualify as a grantor trust for U.S. federal income tax purposes under Subpart E of Subchapter J (Sections 671 through 679) of the Internal Revenue Code of 1986, as amended (the "Code"). No election has been made or action taken by SBF, the Depositor, the Trust, the Owner Trustee, or any other party to any Transaction Document that would cause the Trust to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. The Trust has been, and on the Closing Date will be, properly classified as a grantor trust under the Code for U.S. federal income tax purposes, and each holder of a beneficial interest in the Trust (including holders of the Notes and the holder of the residual interest) will be treated as the owner of an undivided interest in the assets of the Trust for U.S. federal income tax purposes.
4.4 UCC Filings.
The undersigned certifies that all Uniform Commercial Code ("UCC") financing statements required to be filed in order to perfect the security interest in the Receivables (and the related proceeds and collections) (i) in favor of the Depositor (as purchaser from SBF) under the Receivables Purchase Agreement, (ii) in favor of the Trust (as purchaser from the Depositor) under the Sale and Servicing Agreement, and (iii) in favor of the Indenture Trustee under the Indenture, have been duly filed in the appropriate filing offices (including the office of the Secretary of State of the State of Delaware and such other jurisdictions as are required under applicable law) and remain effective and in full force as of the Closing Date. No lapse, termination, release, or amendment of any such financing statement has occurred or been filed without the corresponding re-filing, continuation, or amendment necessary to maintain perfection of the applicable security interest. The undersigned further confirms that no prior or competing UCC filing has been made with respect to the Receivables (other than filings in favor of the parties identified above), and that the Indenture Trustee holds a first-priority perfected security interest in the Receivables and related Trust property, subject only to the rights and priorities set forth in the Indenture.
SECTION 5: OFFERING MEMORANDUM CERTIFICATION
5.1 Accuracy of Offering Memoranda.
The undersigned certifies that the Final Offering Memorandum, as of its date and as of the Closing Date, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing certification is made with respect to all sections of the Final Offering Memorandum, including, without limitation, the sections entitled "Summary," "Risk Factors," "The Receivables Pool," "Static Pool Information," "Skybridge Fintech Ltd.," "The Servicer," "The Sub-Servicer," "Description of the Notes," "Credit Enhancement," and "Legal Proceedings," as well as all annexes, exhibits, schedules, and appendices thereto.
Without limiting the generality of the foregoing, the undersigned specifically confirms that the static-pool performance data, delinquency data (including 30-day, 60-day, and 90-day delinquency statistics), cumulative net-loss data, and recovery-rate data contained in the Final Offering Memorandum are accurate and complete in all material respects as of the dates specified therein and have been derived from SBF's books and records in accordance with consistent methodologies applied across all prior vintage pools.
5.2 No Subsequent Events.
The undersigned certifies that since the date of the Final Offering Memorandum, no event has occurred, and no condition or state of facts exists, that would require an amendment or supplement to the Final Offering Memorandum in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the foregoing, since the date of the Final Offering Memorandum, (a) there has been no material change in the financial condition, business, properties, operations, or prospects of SBF, the Depositor, or the Trust, (b) there has been no material change in the composition, characteristics, or performance of the Receivables, and (c) no event has occurred that would constitute a Material Adverse Change or an Event of Default, in each case that would require disclosure in an amendment or supplement to the Final Offering Memorandum.
SECTION 6: CAPITAL STRUCTURE CONFIRMATION
The undersigned confirms that the Notes are being issued in the following classes and amounts, and that the credit-enhancement features described below are funded and/or available as required under the Indenture and the Sale and Servicing Agreement:
The Subordinated Certificate (representing the residual interest in the Trust) is retained by SBF through its wholly owned subsidiary, SkyLend Funding LLC, and will not be offered or sold to any third party.
The undersigned further confirms the following credit-enhancement features:
(a) Initial Overcollateralization. The initial overcollateralization target is 3.5% of the initial pool balance, equal to $7,000,000. As of the Closing Date, the aggregate outstanding principal balance of the Receivables in the Trust exceeds the aggregate outstanding principal amount of the Notes by at least this amount.
(b) Reserve Account. The required reserve account balance at closing is 1.00% of the initial pool balance, equal to $2,000,000. As of the Closing Date, the reserve account maintained with the Indenture Trustee has been funded in the amount of $2,000,000 from the proceeds of the sale of the Notes.
(c) Estimated Excess Spread. The estimated annualized excess spread (calculated as the weighted average coupon on the Receivables less the weighted average cost of the Notes, servicing fees, and other Trust expenses) is approximately 2.85% per annum.
The reserve account and overcollateralization amounts are funded and/or available as required under the Indenture and the Sale and Servicing Agreement, and all conditions relating to the funding of credit enhancement have been satisfied as of the Closing Date.
SECTION 7: CERTIFICATION AND SIGNATURE BLOCK
7.1 Certification Language.
The undersigned, being a duly authorized officer of Skybridge Fintech Ltd., hereby certifies, in such capacity and not individually, that to the best of the undersigned's knowledge, after due inquiry, the foregoing statements contained in Sections 1 through 6 of this Certificate are true and correct in all material respects as of the date first written above. This Certificate is delivered in accordance with the requirements of the Purchase Agreement and may be relied upon by the Initial Purchaser, the Indenture Trustee, the Owner Trustee, and the Rating Agencies in connection with the issuance and sale of the Notes on the Closing Date.
This Certificate may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by facsimile or by electronic means (including in .pdf format) shall be effective as delivery of a manually executed counterpart.
7.2 Signature block.
[Remainder of page intentionally left blank; signature page follows.]
SIGNATURE PAGE TO BRING-DOWN CERTIFICATE SKYLEND RECEIVABLES TRUST 2024-1
IN WITNESS WHEREOF, the undersigned has executed this Bring-Down Certificate as of the date first written above.
SKYBRIDGE FINTECH LTD.
By: ________
Name: [______]
Title: [______]
Date: [____, 2024]
EXHIBIT A
LIST OF TRANSACTION DOCUMENTS (Referenced Agreements)
The following is a complete list of the Transaction Documents referenced in this Bring-Down Certificate, together with the full titles, dates, and parties thereto:
1.  Indenture, dated as of [____], 2024, between SkyLend Receivables Trust 2024-1 ("SRT 2024-1"), as issuer, and Atlantic Fiduciary Services, Inc. ("AFS"), as indenture trustee.
2.  Receivables Purchase Agreement, dated as of [____], 2024, between Skybridge Fintech Ltd. ("SBF"), as seller and originator, and SkyLend Funding LLC, as purchaser and depositor.
3.  Sale and Servicing Agreement, dated as of [____], 2024, among SkyLend Funding LLC, as depositor, SkyLend Receivables Trust 2024-1, as issuer, Skybridge Fintech Ltd., as servicer, and Clearview Loan Servicing, Inc., as sub-servicer.
4.  Preliminary Purchase Agreement (PPA), dated as of [____], 2024, among SkyLend Receivables Trust 2024-1, Skybridge Fintech Ltd., SkyLend Funding LLC, and Halcyon Securities LLC, as initial purchaser (Halcyon Deal Reference HLC-ABS-2024-017).
5.  Trust Agreement, dated as of February 14, 2024, between SkyLend Funding LLC, as depositor, and Keymark Trust Company, National Association, as owner trustee.
6.  Administration Agreement, dated as of [____], 2024, between SkyLend Receivables Trust 2024-1 and Skybridge Fintech Ltd., as administrator.
7.  Account Control Agreement, dated as of [____], 2024, among SkyLend Receivables Trust 2024-1, Atlantic Fiduciary Services, Inc., as indenture trustee and securities intermediary, and Keymark Trust Company, National Association, as owner trustee, relating to the collection account, reserve account, and other accounts established pursuant to the Indenture and the Sale and Servicing Agreement.
8.  Custodial Agreement, dated as of [____], 2024, between SkyLend Receivables Trust 2024-1 and Atlantic Fiduciary Services, Inc., as custodian, relating to the custody, safekeeping, and maintenance of the receivable files and related documentation.
9.  Sub-Servicing Agreement Amendment (Amendment No. 1 to Master Servicing Agreement dated October 1, 2022), dated as of [____], 2024, between Skybridge Fintech Ltd. and Clearview Loan Servicing, Inc., amending certain terms and provisions of the Master Servicing Agreement dated October 1, 2022, to conform such agreement to the requirements of the Sale and Servicing Agreement and the Indenture.
*
[This form certificate was prepared by Calderwood & Harkness LLP in connection with C&H Matter No. 1009-00005 (SkyLend Receivables Trust 2024-1). This template was never executed. The transaction was terminated on May 8, 2024.]
DRAFT — FOR DISCUSSION PURPOSES ONLY
Pool Characteristic | Value
Approximate number of Receivables | 23,100 loans
Aggregate outstanding principal balance (gross, before credit and eligibility screening) | Approximately $213,750,000
Aggregate outstanding principal balance (final securitized pool) | $200,000,000
Weighted average coupon (WAC) | 14.82%
Weighted average remaining term (WAM) | 38.4 months
Weighted average FICO at origination | 698
Class / Tranche | Principal Amount | % of Total | Expected Rating (Meridian) | Expected Rating (Carrollton) | Target Coupon | Expected WAL
Class A Notes | $170,000,000 | 85.0% | Aaa(sf) | AA+(sf) | 5.45% – 5.65% | 2.1 years
Class B Notes | $22,000,000 | 11.0% | A2(sf) | A(sf) | 6.75% – 7.00% | 3.4 years
Subordinated Certificate / Residual Interest | $8,000,000 | 4.0% | Not rated | Not rated | N/A | N/A
Total | $200,000,000 | 100.0%