1009-00005 · Skybridge Fintech Ltd · Closing

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CONFIDENTIAL — PREPARED BY CALDERWOOD & HARKNESS LLP — C&H MATTER NO. 1009-00005

OFFICER'S CERTIFICATE OF SKYBRIDGE FINTECH LTD.

Delivered Pursuant to Section 7.02(c) of the Preliminary Purchase Agreement

SkyLend Receivables Trust 2024-1

[__], 2024

RECITALS

This Officer's Certificate (this "Certificate") is delivered by the undersigned, a duly authorized officer of Skybridge Fintech Ltd., a corporation duly organized and existing under the laws of the State of Delaware ("SBF" or the "Company"), with its principal office located at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801, Employer Identification Number 84-3291076.

This Certificate is delivered in connection with the closing (the date of such closing, the "Closing Date") of the offering of $170,000,000 aggregate principal amount of Class A Asset-Backed Notes (the "Class A Notes") and $22,000,000 aggregate principal amount of Class B Asset-Backed Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") by SkyLend Receivables Trust 2024-1, a Delaware statutory trust (the "Trust" or "SRT 2024-1"), Employer Identification Number 93-4201855. The aggregate principal amount of the Notes being offered is $192,000,000.

This Certificate is delivered pursuant to the requirements of the Preliminary Purchase Agreement (the "Purchase Agreement"), dated as of [__], 2024, among SkyLend Receivables Trust 2024-1, as issuer, Skybridge Fintech Ltd., as originator and servicer, SkyLend Funding LLC, a Delaware limited liability company, as depositor (Employer Identification Number 93-4187620), and Halcyon Securities LLC, a Delaware limited liability company, as initial purchaser (Halcyon Deal Reference HLC-ABS-2024-017). The Purchase Agreement sets forth certain conditions precedent to the obligations of Halcyon Securities LLC to purchase the Notes on the Closing Date, including the delivery of this Certificate by a duly authorized officer of SBF.

This Certificate is further delivered in connection with the following agreements and documents, each of which has been entered into or will be entered into on or prior to the Closing Date in connection with the issuance of the Notes:

(a) the Receivables Purchase Agreement (the "RPA"), dated as of [__], 2024, between Skybridge Fintech Ltd., as seller and originator, and SkyLend Funding LLC, as purchaser and depositor, pursuant to which SBF has sold, transferred, assigned, and otherwise conveyed to SkyLend Funding LLC all of its right, title, and interest in and to the receivables and related assets described therein;

(b) the Sale and Servicing Agreement (the "SSA"), 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., an Ohio corporation, as sub-servicer, pursuant to which, among other things, SkyLend Funding LLC has sold, transferred, assigned, and otherwise conveyed to SRT 2024-1 all of its right, title, and interest in and to the receivables and related assets, and SBF has agreed to service and administer the receivables in accordance with the terms thereof;

(c) the Indenture (the "Indenture"), dated as of [__], 2024, between SkyLend Receivables Trust 2024-1, as issuer, and Atlantic Fiduciary Services, Inc., a national banking association, as indenture trustee, note registrar, paying agent, and custodian (the "Indenture Trustee"), pursuant to which the Notes have been or will be issued and the Trust's assets have been pledged to secure the Notes;

(d) the Trust Agreement (the "Trust Agreement"), dated as of February 14, 2024, between SkyLend Funding LLC, as depositor, and Keymark Trust Company, National Association, as owner trustee (the "Owner Trustee"), pursuant to which SRT 2024-1 was formed as a Delaware statutory trust; and

(e) the Preliminary Offering Memorandum, dated April 5, 2024 (the "Preliminary Offering Memorandum"), and the Final Offering Memorandum, dated [__], 2024 (the "Final Offering Memorandum" and, together with the Preliminary Offering Memorandum, the "Offering Memorandum"), relating to the offering of the Notes.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement, the RPA, the SSA, or the Indenture, as applicable. 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.

The undersigned is duly authorized to execute and deliver this Certificate on behalf of SBF pursuant to the resolutions of the Board of Directors of SBF (the "Board") duly adopted on [__], 2024 (the "Authorizing Resolutions"), a copy of which has been delivered to Halcyon Securities LLC, the Indenture Trustee, and Calderwood & Harkness LLP.

CERTIFICATIONS

The undersigned hereby certifies as follows:

Section 1. Identity and Authority of Certifying Officer.

The undersigned, [Danielle Prescott, Chief Financial Officer] [Arun Mehta, Chief Executive Officer and Co-Founder], is a duly elected, qualified, and acting officer of Skybridge Fintech Ltd. The undersigned has held such position since [__] and has not been removed or suspended from such position as of the date hereof.

The undersigned confirms that he/she has reviewed in their entirety the Transaction Documents (as hereinafter defined) and is familiar with the terms, conditions, covenants, representations, and warranties contained therein. As used in this Certificate, the term "Transaction Documents" means, collectively, the Purchase Agreement, the RPA, the SSA, the Indenture, the Trust Agreement, the Administration Agreement dated as of [__], 2024, between SRT 2024-1 and SBF (the "Administration Agreement"), the Account Control Agreement dated as of [], 2024, among SRT 2024-1, Atlantic Fiduciary Services, Inc., and Keymark Trust Company, N.A. (the "Account Control Agreement"), the Custodial Agreement dated as of [__], 2024, between SRT 2024-1 and Atlantic Fiduciary Services, Inc. (the "Custodial Agreement"), and each other agreement, certificate, or instrument delivered or to be delivered in connection with the foregoing on or prior to the Closing Date. A complete list of Transaction Documents is attached hereto as Exhibit B.

The undersigned has made such examination, review, and investigation of the affairs of SBF, SkyLend Funding LLC, and the receivables pool as the undersigned has deemed necessary or appropriate to render the certifications set forth herein with a reasonable basis. In connection with such examination, the undersigned has, among other things, reviewed the financial books and records of SBF, the loan tape and related data files delivered to the Indenture Trustee, the servicing records maintained by Clearview Loan Servicing, Inc., the Offering Memorandum, and such other documents, records, and matters as the undersigned has deemed relevant.

The undersigned further confirms that the authority to execute and deliver this Certificate on behalf of SBF is vested in the undersigned pursuant to the Secretary's Certificate of SBF, dated [__], 2024 (the "Secretary's Certificate"), and the Authorizing Resolutions, each of which authorized, among other things, (i) the securitization transaction contemplated by the Transaction Documents, (ii) the formation of SkyLend Funding LLC as a wholly-owned, bankruptcy-remote special purpose entity of SBF, (iii) the formation of SkyLend Receivables Trust 2024-1 as a Delaware statutory trust, and (iv) the execution, delivery, and performance by SBF of each of the Transaction Documents to which it is a party.

Section 2. Representations and Warranties — Accuracy and Reaffirmation.

2.1 Representations in the Purchase Agreement.

The undersigned hereby certifies that each of the representations and warranties made by SBF in the Purchase Agreement, including without limitation those set forth in Article IV thereof, is true and correct in all material respects as of the Closing Date with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, however, that to the extent that any such representation or warranty relates solely to an earlier date, such representation or warranty is true and correct in all material respects as of such earlier date. Without limiting the generality of the foregoing, the undersigned specifically certifies the truth and correctness in all material respects, as of the Closing Date (or such earlier date, as applicable), of the representations and warranties made by SBF in the Purchase Agreement regarding:

(a) the due organization, valid existence, and good standing of SBF as a corporation under the laws of the State of Delaware, and its qualification to do business in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect;

(b) the corporate power and authority of SBF to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, and the due authorization of such execution, delivery, and performance by all necessary corporate action on the part of SBF;

(c) the legal, valid, and binding nature of SBF's obligations under each Transaction Document to which it is a party, enforceable against SBF in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity;

(d) the absence of any conflict between the execution, delivery, or performance of the Transaction Documents and (i) the certificate of incorporation, bylaws, or other organizational documents of SBF, (ii) any applicable law, rule, or regulation binding on SBF, or (iii) any material agreement, instrument, or order to which SBF is a party or by which it or its properties are bound;

(e) the accuracy, completeness, and non-misleading nature of all information provided by or on behalf of SBF to Halcyon Securities LLC, the Indenture Trustee, the Owner Trustee, the rating agencies, and Calderwood & Harkness LLP in connection with the transactions contemplated by the Transaction Documents; and

(f) the receipt of all governmental and regulatory approvals, consents, and authorizations required in connection with the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, or the absence of any such required approval, consent, or authorization.

2.2 Representations in the Receivables Purchase Agreement.

The undersigned hereby certifies that each of the representations and warranties made by SBF, in its capacity as seller and originator, in the RPA, including without limitation those set forth in Article III and Schedule I thereof, is true and correct in all material respects as of the Closing Date with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date (or, where applicable, as of the Cut-Off Date). Without limiting the generality of the foregoing, the undersigned specifically certifies the truth and correctness in all material respects of the representations and warranties regarding:

(a) each receivable included in the receivables pool constitutes a legal, valid, and binding obligation of the related obligor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity;

(b) each receivable was originated by SBF in the ordinary course of its business through the SkyLend platform in compliance with SBF's underwriting guidelines and credit policies as in effect at the time of origination, including the applicable version of the SkyLend Credit Policy Manual;

(c) each receivable meets all eligibility criteria set forth in the Schedule of Eligibility Criteria attached as an exhibit to the RPA and the SSA; and

(d) the information regarding each receivable that has been provided by SBF in connection with the offering of the Notes, including the loan tape and data files, is true, correct, and complete in all material respects.

2.3 Representations in the Sale and Servicing Agreement.

The undersigned hereby certifies that each of the representations and warranties made by SBF, in its capacity as servicer, in the SSA, including without limitation those set forth in Article IV thereof, is true and correct in all material respects as of the Closing Date. Without limiting the generality of the foregoing, the undersigned specifically certifies the truth and correctness in all material respects of the representations and warranties regarding:

(a) the capacity and ability of SBF to service and administer the receivables in accordance with the servicing standards set forth in the SSA, including the standard of care of a reasonable and prudent institutional servicer of consumer receivables of a similar type;

(b) the compliance by SBF and its sub-servicer, Clearview Loan Servicing, Inc., with all applicable federal, state, and local laws, rules, and regulations in connection with the servicing and administration of the receivables, including, without limitation, the Truth in Lending Act ("TILA"), the Equal Credit Opportunity Act ("ECOA"), the Fair Credit Reporting Act ("FCRA"), the Fair Debt Collection Practices Act ("FDCPA"), the Gramm-Leach-Bliley Act, and all applicable state consumer protection and usury statutes;

(c) the accuracy, completeness, and non-misleading nature of all servicing data, reports, and records provided by or on behalf of SBF to the Indenture Trustee, the Owner Trustee, and the rating agencies in connection with the receivables; and

(d) the maintenance by SBF and Clearview of all records and documentation relating to the receivables in accordance with the record-retention requirements of the SSA and applicable law.

Section 3. Compliance of Receivables with Eligibility Criteria.

3.1 Pool Characteristics as of the Cut-Off Date.

The undersigned hereby certifies that, as of the Cut-Off Date of March 31, 2024 (the "Cut-Off Date"), the receivables pool (the "Pool") to be conveyed to SRT 2024-1 meets the following statistical characteristics, as more fully set forth in the Offering Memorandum:

(a) Number of Receivables. The Pool consists of approximately 23,100 individual unsecured consumer installment loans.

(b) Aggregate Outstanding Principal Balance. The aggregate outstanding principal balance of the receivables included in the final Pool, after application of credit screening and eligibility criteria to a gross initial population of receivables with an aggregate outstanding principal balance of approximately $213,750,000, is $200,000,000 (the "Initial Pool Balance").

(d) Weighted Average Remaining Term. The weighted average remaining term to stated maturity of the receivables in the Pool is 38.4 months.

(e) Weighted Average FICO Score at Origination. The weighted average FICO score of the related obligors at the time of origination of the receivables is 698.

(f) Loan Characteristics. Each receivable is an unsecured consumer installment loan originated through the SkyLend platform. The original principal amounts of the receivables range from $1,000 to $25,000, and the original terms of the receivables range from 12 to 60 months. Each receivable requires the related obligor to make fixed monthly payments of principal and interest over the stated term of such receivable.

3.2 Concentration Limits.

The undersigned hereby certifies that the Pool satisfies the following concentration limits as of the Cut-Off Date:

(a) Single Obligor Concentration. No single obligor represents more than 0.15% of the aggregate outstanding principal balance of the Pool (representing a maximum single-obligor exposure of $300,000 based on the Initial Pool Balance of $200,000,000).

(b) Geographic Concentration. No single state of the United States accounts for more than 20% of the aggregate outstanding principal balance of the Pool (the "Geographic Concentration Limit"). The state distribution of the Pool is set forth in the Offering Memorandum.

3.3 Eligibility Criteria Compliance.

The undersigned hereby certifies that each receivable included in the Pool satisfies all of the eligibility criteria (the "Eligibility Criteria") set forth in the Schedule of Eligibility Criteria attached as Schedule II to the RPA and as Schedule A to the SSA. Without limiting the generality of the foregoing, the undersigned certifies that:

(a) each receivable was originated by SBF in the ordinary course of its consumer lending business through the SkyLend platform, using SBF's proprietary credit decisioning algorithms and underwriting models;

(b) each receivable is denominated and payable exclusively in United States dollars;

(c) no receivable is a "Defaulted Receivable" (as defined in the SSA) as of the Cut-Off Date, meaning that no receivable is 90 or more days past due as of such date and no receivable has been charged off by SBF;

(d) each receivable is governed by a valid, enforceable receivables agreement (each, a "Receivables Agreement") that has been duly executed by the related obligor and SBF;

(e) each receivable complies in all material respects with all applicable federal and state consumer lending laws, rules, and regulations, including, without limitation, the Truth in Lending Act (15 U.S.C. §§ 1601 et seq.) and Regulation Z promulgated thereunder, the Equal Credit Opportunity Act (15 U.S.C. §§ 1691 et seq.) and Regulation B promulgated thereunder, the Fair Credit Reporting Act (15 U.S.C. §§ 1681 et seq.), and all applicable state usury and consumer protection statutes;

(f) each related obligor has a valid Social Security Number or Individual Taxpayer Identification Number, as verified at the time of origination of the related receivable;

(g) SBF has good and marketable title to each receivable, free and clear of all liens, security interests, pledges, claims, charges, and encumbrances of any kind or nature (collectively, "Liens"), other than Permitted Liens (as defined in the RPA), and the transfer of each receivable by SBF to SkyLend Funding LLC under the RPA, and by SkyLend Funding LLC to SRT 2024-1 under the SSA, constitutes a true sale of such receivable, and upon the filing of the requisite UCC financing statements, provides SRT 2024-1 with a first-priority perfected security interest in such receivable;

(h) each receivable has been serviced in accordance with the servicing standards set forth in the Master Servicing Agreement, dated October 1, 2022, between SBF and Clearview Loan Servicing, Inc., as amended by Amendment No. 1, dated March 18, 2024 (as so amended, the "Master Servicing Agreement" or "MSA"), including with respect to payment application, collection procedures, default management, and borrower communications; and

(i) the data regarding each receivable on the loan tape delivered to the Indenture Trustee on or prior to the Closing Date (the "Loan Tape") is true, correct, and complete in all material respects, and the Loan Tape accurately reflects the outstanding principal balance, accrued interest, payment history, delinquency status, origination date, maturity date, interest rate, obligor location, and other material characteristics of each receivable as of the Cut-Off Date.

3.4 Delinquency and Performance Data.

The undersigned hereby certifies that the static-pool performance data and delinquency information set forth in the Offering Memorandum is accurate in all material respects as of the Cut-Off Date. The 30+ day delinquency rate for the Pool as of the Cut-Off Date, as reported in the Offering Memorandum, has been calculated in accordance with SBF's standard delinquency reporting methodology and is consistent with the data reflected on the Loan Tape. The cumulative net loss data for prior vintage pools originated by SBF through the SkyLend platform (vintages 2020 through 2023), as reported in the Offering Memorandum, has been derived from SBF's internal loan-level records and is accurate in all material respects as of the dates indicated therein.

Section 4. No Material Adverse Change.

The undersigned hereby certifies that since December 31, 2023 (the date of the most recent audited financial statements of SBF, which were audited by Rowland & Cross LLP, independent registered public accounting firm, under the supervision of engagement partner Nathan Delacroix, CPA), there has been no Material Adverse Change (as such term is defined in Section 1.01 of the Purchase Agreement) in the business, properties, operations, financial condition, or results of operations of SBF or SkyLend Funding LLC. For the avoidance of doubt, as of December 31, 2023, SBF's financial position was as follows:

(a) total assets: approximately $1,020,000,000;

(b) gross receivables (including securitized and warehouse portfolios): approximately $876,500,000;

(d) total revenue for the fiscal year ended December 31, 2023: approximately $187,300,000; and

(e) number of active borrowers on the SkyLend platform as of December 31, 2023: approximately 312,000.

The undersigned further certifies that, since December 31, 2023:

(a) SBF has not suffered any downgrade of any outstanding indebtedness by any nationally recognized statistical rating organization or any rating agency;

(b) SBF has not become a party to any material litigation, arbitration, or administrative proceeding, whether as plaintiff or defendant, other than routine collection actions initiated by SBF or its servicer in the ordinary course of business;

(c) SBF has not experienced any regulatory action, examination finding, consent order, cease and desist order, or supervisory directive from any federal or state regulatory authority that would constitute or reasonably be expected to result in a Material Adverse Change; and

(d) SBF has not entered into any transaction or agreement that is materially adverse to the interests of the holders of the Notes.

For additional context, the SkyLend platform was launched by SBF in approximately 2019, and SBF originated approximately $1.4 billion in consumer installment loans through the SkyLend platform during the fiscal year ended December 31, 2023.

Section 5. No Material Adverse Change in Receivables Pool.

The undersigned hereby certifies that since the Cut-Off Date (March 31, 2024), there has been no material adverse change in the composition, quality, or performance of the receivables included in the Pool. The delinquency rates, default rates, prepayment speeds, and loss severities of the receivables in the Pool have remained within the ranges described in the Offering Memorandum and are consistent with SBF's historical experience with receivables of similar credit quality and vintage.

The undersigned further certifies that the servicing of the receivables in the Pool has been conducted in all material respects in accordance with the applicable servicing standards set forth in the SSA and the Master Servicing Agreement, including the contractual payment-application waterfall specified in Section 4.03 of the Master Servicing Agreement, pursuant to which collections on the receivables are applied in the following order of priority: first, to accrued and unpaid interest; second, to late fees and other charges; and third, to outstanding principal.

The undersigned further certifies that no event has occurred since the Cut-Off Date that would constitute a "Servicer Termination Event" under the SSA, including, without limitation, any failure by SBF or Clearview to perform any of its respective material obligations under the SSA or the MSA, any breach of any material representation or warranty by SBF or Clearview under the SSA or the MSA, or the commencement of any insolvency or bankruptcy proceeding with respect to SBF or Clearview.

Section 6. Offering Memorandum Accuracy.

The undersigned hereby certifies that the Offering Memorandum (including both the Preliminary Offering Memorandum, dated April 5, 2024, and the Final Offering Memorandum, dated [__], 2024), 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 necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this certification relates solely to information provided by or on behalf of SBF (including information regarding SBF, its business, the SkyLend platform, the origination and underwriting of the receivables, the receivables pool, the servicing of the receivables, and the financial condition and results of operations of SBF) and does not extend to (i) information provided by third parties (other than Clearview Loan Servicing, Inc., acting in its capacity as sub-servicer and providing data on behalf of SBF), (ii) information regarding the initial purchaser, Halcyon Securities LLC, or (iii) information relating solely to the Indenture Trustee, the Owner Trustee, or the rating agencies.

The undersigned acknowledges that the Offering Memorandum has been distributed to prospective investors solely in reliance on the exemptions from registration provided by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S under the Securities Act, and in each case in reliance on Section 4(a)(2) of the Securities Act. The Notes have not been and will not be registered under the Securities Act or any state securities law, and no filing or registration with respect to the Notes has been made under the Securities Act or any state securities law.

Section 7. Compliance with Covenants.

The undersigned hereby certifies that SBF has performed and complied in all material respects with all covenants, agreements, and conditions required to be performed or complied with by SBF under the Transaction Documents on or prior to the Closing Date. Without limiting the generality of the foregoing, the undersigned specifically certifies that SBF has complied in all material respects with its covenants and obligations under the Transaction Documents regarding:

(a) the maintenance of the corporate existence and good standing of SBF in the State of Delaware and in each other jurisdiction where the nature of its business or the ownership or lease of its properties requires qualification;

(b) the preservation and maintenance of the separateness of SkyLend Funding LLC and SRT 2024-1 as bankruptcy-remote entities, including the maintenance of separate books, records, accounts, and financial statements for each such entity, the avoidance of commingling of assets, the conduct of business in the name of each such entity, the maintenance of adequate capitalization, and the holding out of each such entity as a separate legal entity from SBF and from each other;

(c) the maintenance of accurate and complete books and records with respect to the receivables, the Pool, and the transactions contemplated by the Transaction Documents, including books and records sufficient to permit the identification and tracing of collections on the receivables;

(d) cooperation with the rating agencies that have been engaged to assign ratings to the Notes, namely Meridian Credit Ratings, Inc. and Carrollton Ratings Group LLC, including the timely provision of all information, data, and access reasonably requested by such rating agencies in connection with their initial ratings and ongoing surveillance of the Notes;

(e) the filing, or causing to be filed, of all UCC financing statements (including initial financing statements and continuation statements) required to perfect the security interests of SkyLend Funding LLC and SRT 2024-1 in the receivables and related assets in all applicable jurisdictions, including UCC-1 financing statements filed with the Secretary of State of the State of Delaware; and

(f) the payment, or causing to be paid, of all taxes, assessments, and governmental charges due and payable by SBF, SkyLend Funding LLC, and SRT 2024-1, including all federal, state, and local income, franchise, excise, and property taxes.

Section 8. No Default or Event of Default.

The undersigned hereby certifies that:

(a) no "Default" or "Event of Default" (as each such term is defined in the Indenture) under the Indenture has occurred and is continuing as of the Closing Date;

(b) no event has occurred that, with the giving of notice, the lapse of time, or both, would constitute a Default or an Event of Default under the Indenture as of the Closing Date; and

(c) no "Early Amortization Event" (as such term is defined in the Indenture) has been triggered or is in effect under the Indenture as of the Closing Date.

Section 9. Absence of Litigation.

The undersigned hereby certifies that there is no action, suit, proceeding, claim, or investigation pending or, to the knowledge of the undersigned after due inquiry, threatened against or affecting SBF, SkyLend Funding LLC, or SRT 2024-1 before any court, governmental agency or instrumentality, regulatory body, or arbitrator that:

(a) challenges, or would if determined adversely challenge, the validity or enforceability of any Transaction Document or any provision thereof;

(b) seeks to prevent, enjoin, or otherwise restrain the consummation of any of the transactions contemplated by the Transaction Documents, including the sale and transfer of the receivables, the issuance of the Notes, or the pledging of the Trust's assets under the Indenture; or

(c) would, if adversely determined, have a Material Adverse Effect on SBF, SkyLend Funding LLC, SRT 2024-1, the receivables pool, or the ability of SBF to perform any of its material obligations under the Transaction Documents.

Section 10. Credit Enhancement Levels.

The undersigned hereby certifies that the following credit-enhancement features are in place or will be in place as of the Closing Date, in each case consistent with the terms of the Indenture, the SSA, and as described in the Offering Memorandum:

(a) Overcollateralization. The initial overcollateralization target is 3.5% of the Initial Pool Balance, equaling $7,000,000. The overcollateralization amount represents the excess of the aggregate outstanding principal balance of the receivables over the aggregate outstanding principal amount of the Notes.

(b) Reserve Account. The reserve account balance at closing will be 1.00% of the Initial Pool Balance, equaling $2,000,000 (the "Reserve Account Initial Deposit"). The Reserve Account Initial Deposit will be funded by SBF at closing and deposited with the collection-account bank in the reserve account established pursuant to the Account Control Agreement and the Indenture. Funds on deposit in the reserve account will be available to cover shortfalls in interest payments on the Notes and, to the extent specified in the Indenture, to cover principal shortfalls, in each case in accordance with the priority of payments set forth in the Indenture.

(c) Subordination. The Class B Notes, in the aggregate principal amount of $22,000,000 (representing approximately 11% of the total capital structure), are subordinated in right of payment to the Class A Notes in the aggregate principal amount of $170,000,000 (representing approximately 85% of the total capital structure). Interest and principal payments on the Class B Notes are subordinated to interest and principal payments on the Class A Notes in accordance with the priority of payments set forth in the Indenture.

(d) Excess Spread. Based on the weighted average coupon of the receivables (14.82%), the weighted average coupon of the Notes, and the estimated servicing fee and other transaction expenses, the initial annualized excess spread available to absorb losses is estimated at 2.85% per annum.

(e) Residual Interest. SBF, through its wholly-owned subsidiary SkyLend Funding LLC, retains a residual interest in SRT 2024-1 in the amount of $8,000,000 (representing approximately 4% of the total capital structure). The residual interest is subordinated to all classes of Notes and will receive distributions only after all amounts owing on the Notes and all other obligations of the Trust have been paid in full or adequately provided for, in accordance with the priority of payments set forth in the Indenture.

Section 11. Capital Structure Confirmation.

The undersigned hereby certifies that the capital structure of the Notes and the related residual interest is as follows:

The CUSIP prefix 87165Q has been allocated for the Notes by the CUSIP Service Bureau. The Class A Notes and the Class B Notes will each be assigned a unique CUSIP number, which will be set forth in the Final Offering Memorandum.

The undersigned confirms that the foregoing capital structure is consistent in all material respects with the capital structure described in the Offering Memorandum and approved by the Board pursuant to the Authorizing Resolutions.

Section 12. Equity Ownership Disclosure.

The undersigned hereby confirms that, as of the date hereof, Pinnacle Growth Equity Partners, LP, a Delaware limited partnership ("Pinnacle"), owns 62.4% of the fully diluted equity of SBF, having acquired such interest through its $95,000,000 Series C preferred equity investment in SBF completed in 2021. The remaining equity of SBF is held by the founders, management team, and other existing investors of SBF.

The undersigned further confirms that the equity ownership structure of SBF has not changed in any material respect since the date of the Offering Memorandum, and no agreement, arrangement, or understanding is in effect that would result in a change of control of SBF or a disposition of a majority of the equity of SBF.

Section 13. Servicing Arrangements.

The undersigned hereby confirms that Clearview Loan Servicing, Inc., an Ohio corporation ("Clearview"), with its principal office located at 8800 Brecksville Road, Suite 300, Cleveland, Ohio 44141, serves as sub-servicer of the receivables pursuant to the Master Servicing Agreement, dated October 1, 2022 (Servicing Account No. CLS-SBF-2022-0041), as amended by Amendment No. 1, dated March 18, 2024 (together, the "Master Servicing Agreement" or "MSA"). The MSA sets forth the duties and obligations of Clearview with respect to the day-to-day servicing and administration of the receivables, including payment processing, borrower communications, delinquency management, loss mitigation, and default management.

The annual servicing fee payable to Clearview under the MSA is 0.50% of the outstanding pool balance, calculated on the basis of the aggregate outstanding principal balance of the receivables as of the last day of the immediately preceding collection period. Based on the Initial Pool Balance of $200,000,000, the estimated servicing fee for the first year of the transaction is approximately $1,000,000, subject to adjustment based on actual pool balances and prepayment experience.

Clearview has served as sub-servicer of SBF's securitized and warehouse loan portfolios since the third quarter of 2022. As of December 31, 2023, Clearview managed approximately $640,000,000 in SBF receivables across multiple facilities and securitization transactions.

The undersigned hereby certifies that, to the knowledge of the undersigned after due inquiry, Clearview has performed its servicing obligations under the MSA in all material respects in accordance with the terms of the MSA and Amendment No. 1 thereto, including without limitation with respect to payment processing, remittance of collections, preparation of servicing reports, maintenance of servicing records, and compliance with applicable laws and regulations.

Section 14. Tax Matters.

The undersigned hereby certifies that SBF has obtained or applied for all necessary employer identification numbers for each entity involved in the transactions contemplated by the Transaction Documents, as follows:

(a) Skybridge Fintech Ltd.: EIN 84-3291076;

(b) SkyLend Funding LLC: EIN 93-4187620; and

The undersigned further states that SBF believes, based on the analysis set forth in the tax memorandum prepared by Calderwood & Harkness LLP in connection with the transaction (the "Tax Memorandum"), that SRT 2024-1 should be properly characterized as a grantor trust for federal income tax purposes under Subpart E of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, and not as an association taxable as a corporation, a publicly traded partnership, or a taxable mortgage pool. SBF has not received any ruling or determination from the Internal Revenue Service with respect to the tax classification of SRT 2024-1.

Section 15. Reliance and Benefit.

This Certificate is being delivered to and for the benefit of the following parties, and each of their respective successors and assigns:

(a) Halcyon Securities LLC, in its capacity as initial purchaser of the Notes;

(b) Atlantic Fiduciary Services, Inc., in its capacity as indenture trustee, note registrar, paying agent, and custodian under the Indenture;

(c) Keymark Trust Company, National Association, in its capacity as owner trustee of SRT 2024-1 under the Trust Agreement; and

(d) Calderwood & Harkness LLP, in its capacity as counsel to the issuer and the depositor.

Each of the foregoing parties is entitled to rely on the certifications, representations, and statements set forth in this Certificate in connection with (i) the closing of the transactions contemplated by the Transaction Documents, (ii) the delivery of their respective legal opinions, certificates, and closing deliverables required under the Transaction Documents, and (iii) the consummation of the purchase and sale of the Notes on the Closing Date. This Certificate may not be relied upon by any other person or entity without the prior written consent of SBF.

This Certificate shall survive the Closing Date and shall remain in full force and effect until all obligations of SBF under the Transaction Documents have been satisfied in full.

EXECUTION

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.

SKYBRIDGE FINTECH LTD.

By: ________

Name: [Danielle Prescott / Arun Mehta]

Title: [Chief Financial Officer / Chief Executive Officer]

Date: [___], 2024

EXHIBIT A

DEFINITIONS — CROSS-REFERENCE SCHEDULE

The following is a cross-reference list of the principal capitalized terms used in this Certificate, indicating the Transaction Document in which each such term is defined. In the event that a term is defined in more than one Transaction Document, the definition in the first-listed Transaction Document shall control for purposes of this Certificate unless the context clearly requires otherwise.

EXHIBIT B

SCHEDULE OF TRANSACTION DOCUMENTS

The following is a complete list of the Transaction Documents referenced in this Certificate:

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

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

3. Sale and Servicing Agreement. 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. Indenture. Indenture, dated as of [__], 2024, between SkyLend Receivables Trust 2024-1 (as issuer) and Atlantic Fiduciary Services, Inc. (as indenture trustee, note registrar, paying agent, and custodian).

5. Trust Agreement. 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. Administration Agreement, dated as of [__], 2024, between SkyLend Receivables Trust 2024-1 (as issuer) and Skybridge Fintech Ltd. (as administrator).

7. Account Control Agreement. Account Control Agreement, dated as of [__], 2024, among SkyLend Receivables Trust 2024-1, Atlantic Fiduciary Services, Inc., and Keymark Trust Company, National Association.

8. Custodial Agreement. Custodial Agreement, dated as of [__], 2024, between SkyLend Receivables Trust 2024-1 and Atlantic Fiduciary Services, Inc.

9. Master Servicing Agreement. Master Servicing Agreement, dated October 1, 2022, between Skybridge Fintech Ltd. and Clearview Loan Servicing, Inc. (Servicing Account No. CLS-SBF-2022-0041), as amended by Amendment No. 1, dated March 18, 2024.

10. Offering Memorandum. Preliminary Offering Memorandum, dated April 5, 2024, and Final Offering Memorandum, dated [__], 2024, relating to the offering of the Notes by SkyLend Receivables Trust 2024-1.

NOTE: This Officer's Certificate was prepared by Calderwood & Harkness LLP as a template closing deliverable in connection with the proposed offering of Notes by SkyLend Receivables Trust 2024-1. This Certificate was never executed. The transaction was terminated on May 8, 2024. This document is provided for discussion purposes only and does not constitute a binding certificate, representation, or warranty of any kind by any party.

DRAFT — PREPARED BY CALDERWOOD & HARKNESS LLP — MATTER NO. 1009-00005 — NOT FOR EXECUTION

Class	Aggregate Principal Amount	Expected Meridian Rating	Expected Carrollton Rating	Target Coupon	Expected WAL
Class A Notes	$170,000,000	Aaa(sf)	AA+(sf)	5.45% – 5.65%	2.1 years
Class B Notes	$22,000,000	A2(sf)	A(sf)	6.75% – 7.00%	3.4 years
Subordinated Certificate / Residual Interest	$8,000,000	Unrated	Unrated	N/A	N/A
Total	$200,000,000
Defined Term	Defining Document
Account Control Agreement	This Certificate (Section 1)
Administration Agreement	This Certificate (Section 1)
Authorizing Resolutions	This Certificate (Recitals)
Class A Notes	Purchase Agreement (Section 1.01)
Class B Notes	Purchase Agreement (Section 1.01)
Closing Date	Purchase Agreement (Section 1.01)
Custodial Agreement	This Certificate (Section 1)
Cut-Off Date	SSA (Section 1.01)
Default	Indenture (Section 1.01)
Defaulted Receivable	SSA (Section 1.01)
Early Amortization Event	Indenture (Section 5.09)
Eligibility Criteria	RPA (Schedule II); SSA (Schedule A)
Event of Default	Indenture (Section 5.01)
Geographic Concentration Limit	RPA (Schedule II, §3(b))
Indenture	This Certificate (Recitals)
Indenture Trustee	Indenture (Preamble)
Initial Pool Balance	SSA (Section 1.01)
Liens	RPA (Section 1.01)
Loan Tape	SSA (Section 1.01)

Master Servicing Agreement / MSA	This Certificate (Section 3.3(h))
Material Adverse Change	Purchase Agreement (Section 1.01)
Material Adverse Effect	Purchase Agreement (Section 1.01)
Notes	Purchase Agreement (Section 1.01)
Offering Memorandum	This Certificate (Recitals)
Owner Trustee	Trust Agreement (Preamble)
Permitted Liens	RPA (Section 1.01)
Pool	SSA (Section 1.01)
Purchase Agreement	This Certificate (Recitals)
Receivables Agreement	RPA (Section 1.01)
Reserve Account Initial Deposit	Indenture (Section 3.05)
RPA	This Certificate (Recitals)
SBF / Company	This Certificate (Recitals)
Secretary's Certificate	This Certificate (Section 1)
Servicer Termination Event	SSA (Section 8.01)
SRT 2024-1 / Trust	Trust Agreement (Preamble)
SSA	This Certificate (Recitals)
Transaction Documents	This Certificate (Section 1)
Trust Agreement	This Certificate (Recitals)

CONFIDENTIAL — PREPARED BY CALDERWOOD & HARKNESS LLP — C&H MATTER NO. 1009-00005
OFFICER'S CERTIFICATE OF SKYBRIDGE FINTECH LTD.
Delivered Pursuant to Section 7.02(c) of the Preliminary Purchase Agreement
SkyLend Receivables Trust 2024-1
[__], 2024
RECITALS
This Officer's Certificate (this "Certificate") is delivered by the undersigned, a duly authorized officer of Skybridge Fintech Ltd., a corporation duly organized and existing under the laws of the State of Delaware ("SBF" or the "Company"), with its principal office located at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801, Employer Identification Number 84-3291076.
This Certificate is delivered in connection with the closing (the date of such closing, the "Closing Date") of the offering of $170,000,000 aggregate principal amount of Class A Asset-Backed Notes (the "Class A Notes") and $22,000,000 aggregate principal amount of Class B Asset-Backed Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes") by SkyLend Receivables Trust 2024-1, a Delaware statutory trust (the "Trust" or "SRT 2024-1"), Employer Identification Number 93-4201855. The aggregate principal amount of the Notes being offered is $192,000,000.
This Certificate is delivered pursuant to the requirements of the Preliminary Purchase Agreement (the "Purchase Agreement"), dated as of [__], 2024, among SkyLend Receivables Trust 2024-1, as issuer, Skybridge Fintech Ltd., as originator and servicer, SkyLend Funding LLC, a Delaware limited liability company, as depositor (Employer Identification Number 93-4187620), and Halcyon Securities LLC, a Delaware limited liability company, as initial purchaser (Halcyon Deal Reference HLC-ABS-2024-017). The Purchase Agreement sets forth certain conditions precedent to the obligations of Halcyon Securities LLC to purchase the Notes on the Closing Date, including the delivery of this Certificate by a duly authorized officer of SBF.
This Certificate is further delivered in connection with the following agreements and documents, each of which has been entered into or will be entered into on or prior to the Closing Date in connection with the issuance of the Notes:
(a) the Receivables Purchase Agreement (the "RPA"), dated as of [__], 2024, between Skybridge Fintech Ltd., as seller and originator, and SkyLend Funding LLC, as purchaser and depositor, pursuant to which SBF has sold, transferred, assigned, and otherwise conveyed to SkyLend Funding LLC all of its right, title, and interest in and to the receivables and related assets described therein;
(b) the Sale and Servicing Agreement (the "SSA"), 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., an Ohio corporation, as sub-servicer, pursuant to which, among other things, SkyLend Funding LLC has sold, transferred, assigned, and otherwise conveyed to SRT 2024-1 all of its right, title, and interest in and to the receivables and related assets, and SBF has agreed to service and administer the receivables in accordance with the terms thereof;
(c) the Indenture (the "Indenture"), dated as of [__], 2024, between SkyLend Receivables Trust 2024-1, as issuer, and Atlantic Fiduciary Services, Inc., a national banking association, as indenture trustee, note registrar, paying agent, and custodian (the "Indenture Trustee"), pursuant to which the Notes have been or will be issued and the Trust's assets have been pledged to secure the Notes;
(d) the Trust Agreement (the "Trust Agreement"), dated as of February 14, 2024, between SkyLend Funding LLC, as depositor, and Keymark Trust Company, National Association, as owner trustee (the "Owner Trustee"), pursuant to which SRT 2024-1 was formed as a Delaware statutory trust; and
(e) the Preliminary Offering Memorandum, dated April 5, 2024 (the "Preliminary Offering Memorandum"), and the Final Offering Memorandum, dated [__], 2024 (the "Final Offering Memorandum" and, together with the Preliminary Offering Memorandum, the "Offering Memorandum"), relating to the offering of the Notes.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement, the RPA, the SSA, or the Indenture, as applicable. 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.
The undersigned is duly authorized to execute and deliver this Certificate on behalf of SBF pursuant to the resolutions of the Board of Directors of SBF (the "Board") duly adopted on [__], 2024 (the "Authorizing Resolutions"), a copy of which has been delivered to Halcyon Securities LLC, the Indenture Trustee, and Calderwood & Harkness LLP.
CERTIFICATIONS
The undersigned hereby certifies as follows:
Section 1. Identity and Authority of Certifying Officer.
The undersigned, [Danielle Prescott, Chief Financial Officer] [Arun Mehta, Chief Executive Officer and Co-Founder], is a duly elected, qualified, and acting officer of Skybridge Fintech Ltd. The undersigned has held such position since [__] and has not been removed or suspended from such position as of the date hereof.
The undersigned confirms that he/she has reviewed in their entirety the Transaction Documents (as hereinafter defined) and is familiar with the terms, conditions, covenants, representations, and warranties contained therein. As used in this Certificate, the term "Transaction Documents" means, collectively, the Purchase Agreement, the RPA, the SSA, the Indenture, the Trust Agreement, the Administration Agreement dated as of [__], 2024, between SRT 2024-1 and SBF (the "Administration Agreement"), the Account Control Agreement dated as of [], 2024, among SRT 2024-1, Atlantic Fiduciary Services, Inc., and Keymark Trust Company, N.A. (the "Account Control Agreement"), the Custodial Agreement dated as of [__], 2024, between SRT 2024-1 and Atlantic Fiduciary Services, Inc. (the "Custodial Agreement"), and each other agreement, certificate, or instrument delivered or to be delivered in connection with the foregoing on or prior to the Closing Date. A complete list of Transaction Documents is attached hereto as Exhibit B.
The undersigned has made such examination, review, and investigation of the affairs of SBF, SkyLend Funding LLC, and the receivables pool as the undersigned has deemed necessary or appropriate to render the certifications set forth herein with a reasonable basis. In connection with such examination, the undersigned has, among other things, reviewed the financial books and records of SBF, the loan tape and related data files delivered to the Indenture Trustee, the servicing records maintained by Clearview Loan Servicing, Inc., the Offering Memorandum, and such other documents, records, and matters as the undersigned has deemed relevant.
The undersigned further confirms that the authority to execute and deliver this Certificate on behalf of SBF is vested in the undersigned pursuant to the Secretary's Certificate of SBF, dated [__], 2024 (the "Secretary's Certificate"), and the Authorizing Resolutions, each of which authorized, among other things, (i) the securitization transaction contemplated by the Transaction Documents, (ii) the formation of SkyLend Funding LLC as a wholly-owned, bankruptcy-remote special purpose entity of SBF, (iii) the formation of SkyLend Receivables Trust 2024-1 as a Delaware statutory trust, and (iv) the execution, delivery, and performance by SBF of each of the Transaction Documents to which it is a party.
Section 2. Representations and Warranties — Accuracy and Reaffirmation.
2.1 Representations in the Purchase Agreement.
The undersigned hereby certifies that each of the representations and warranties made by SBF in the Purchase Agreement, including without limitation those set forth in Article IV thereof, is true and correct in all material respects as of the Closing Date with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date; provided, however, that to the extent that any such representation or warranty relates solely to an earlier date, such representation or warranty is true and correct in all material respects as of such earlier date. Without limiting the generality of the foregoing, the undersigned specifically certifies the truth and correctness in all material respects, as of the Closing Date (or such earlier date, as applicable), of the representations and warranties made by SBF in the Purchase Agreement regarding:
(a) the due organization, valid existence, and good standing of SBF as a corporation under the laws of the State of Delaware, and its qualification to do business in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect;
(b) the corporate power and authority of SBF to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party, and the due authorization of such execution, delivery, and performance by all necessary corporate action on the part of SBF;
(c) the legal, valid, and binding nature of SBF's obligations under each Transaction Document to which it is a party, enforceable against SBF in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity;
(d) the absence of any conflict between the execution, delivery, or performance of the Transaction Documents and (i) the certificate of incorporation, bylaws, or other organizational documents of SBF, (ii) any applicable law, rule, or regulation binding on SBF, or (iii) any material agreement, instrument, or order to which SBF is a party or by which it or its properties are bound;
(e) the accuracy, completeness, and non-misleading nature of all information provided by or on behalf of SBF to Halcyon Securities LLC, the Indenture Trustee, the Owner Trustee, the rating agencies, and Calderwood & Harkness LLP in connection with the transactions contemplated by the Transaction Documents; and
(f) the receipt of all governmental and regulatory approvals, consents, and authorizations required in connection with the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated thereby, or the absence of any such required approval, consent, or authorization.
2.2 Representations in the Receivables Purchase Agreement.
The undersigned hereby certifies that each of the representations and warranties made by SBF, in its capacity as seller and originator, in the RPA, including without limitation those set forth in Article III and Schedule I thereof, is true and correct in all material respects as of the Closing Date with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date (or, where applicable, as of the Cut-Off Date). Without limiting the generality of the foregoing, the undersigned specifically certifies the truth and correctness in all material respects of the representations and warranties regarding:
(a) each receivable included in the receivables pool constitutes a legal, valid, and binding obligation of the related obligor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity;
(b) each receivable was originated by SBF in the ordinary course of its business through the SkyLend platform in compliance with SBF's underwriting guidelines and credit policies as in effect at the time of origination, including the applicable version of the SkyLend Credit Policy Manual;
(c) each receivable meets all eligibility criteria set forth in the Schedule of Eligibility Criteria attached as an exhibit to the RPA and the SSA; and
(d) the information regarding each receivable that has been provided by SBF in connection with the offering of the Notes, including the loan tape and data files, is true, correct, and complete in all material respects.
2.3 Representations in the Sale and Servicing Agreement.
The undersigned hereby certifies that each of the representations and warranties made by SBF, in its capacity as servicer, in the SSA, including without limitation those set forth in Article IV thereof, is true and correct in all material respects as of the Closing Date. Without limiting the generality of the foregoing, the undersigned specifically certifies the truth and correctness in all material respects of the representations and warranties regarding:
(a) the capacity and ability of SBF to service and administer the receivables in accordance with the servicing standards set forth in the SSA, including the standard of care of a reasonable and prudent institutional servicer of consumer receivables of a similar type;
(b) the compliance by SBF and its sub-servicer, Clearview Loan Servicing, Inc., with all applicable federal, state, and local laws, rules, and regulations in connection with the servicing and administration of the receivables, including, without limitation, the Truth in Lending Act ("TILA"), the Equal Credit Opportunity Act ("ECOA"), the Fair Credit Reporting Act ("FCRA"), the Fair Debt Collection Practices Act ("FDCPA"), the Gramm-Leach-Bliley Act, and all applicable state consumer protection and usury statutes;
(c) the accuracy, completeness, and non-misleading nature of all servicing data, reports, and records provided by or on behalf of SBF to the Indenture Trustee, the Owner Trustee, and the rating agencies in connection with the receivables; and
(d) the maintenance by SBF and Clearview of all records and documentation relating to the receivables in accordance with the record-retention requirements of the SSA and applicable law.
Section 3. Compliance of Receivables with Eligibility Criteria.
3.1 Pool Characteristics as of the Cut-Off Date.
The undersigned hereby certifies that, as of the Cut-Off Date of March 31, 2024 (the "Cut-Off Date"), the receivables pool (the "Pool") to be conveyed to SRT 2024-1 meets the following statistical characteristics, as more fully set forth in the Offering Memorandum:
(a) Number of Receivables. The Pool consists of approximately 23,100 individual unsecured consumer installment loans.
(b) Aggregate Outstanding Principal Balance. The aggregate outstanding principal balance of the receivables included in the final Pool, after application of credit screening and eligibility criteria to a gross initial population of receivables with an aggregate outstanding principal balance of approximately $213,750,000, is $200,000,000 (the "Initial Pool Balance").
(c) Weighted Average Coupon (WAC). The weighted average annual percentage rate of the receivables in the Pool is 14.82%.
(d) Weighted Average Remaining Term. The weighted average remaining term to stated maturity of the receivables in the Pool is 38.4 months.
(e) Weighted Average FICO Score at Origination. The weighted average FICO score of the related obligors at the time of origination of the receivables is 698.
(f) Loan Characteristics. Each receivable is an unsecured consumer installment loan originated through the SkyLend platform. The original principal amounts of the receivables range from $1,000 to $25,000, and the original terms of the receivables range from 12 to 60 months. Each receivable requires the related obligor to make fixed monthly payments of principal and interest over the stated term of such receivable.
3.2 Concentration Limits.
The undersigned hereby certifies that the Pool satisfies the following concentration limits as of the Cut-Off Date:
(a) Single Obligor Concentration. No single obligor represents more than 0.15% of the aggregate outstanding principal balance of the Pool (representing a maximum single-obligor exposure of $300,000 based on the Initial Pool Balance of $200,000,000).
(b) Geographic Concentration. No single state of the United States accounts for more than 20% of the aggregate outstanding principal balance of the Pool (the "Geographic Concentration Limit"). The state distribution of the Pool is set forth in the Offering Memorandum.
3.3 Eligibility Criteria Compliance.
The undersigned hereby certifies that each receivable included in the Pool satisfies all of the eligibility criteria (the "Eligibility Criteria") set forth in the Schedule of Eligibility Criteria attached as Schedule II to the RPA and as Schedule A to the SSA. Without limiting the generality of the foregoing, the undersigned certifies that:
(a) each receivable was originated by SBF in the ordinary course of its consumer lending business through the SkyLend platform, using SBF's proprietary credit decisioning algorithms and underwriting models;
(b) each receivable is denominated and payable exclusively in United States dollars;
(c) no receivable is a "Defaulted Receivable" (as defined in the SSA) as of the Cut-Off Date, meaning that no receivable is 90 or more days past due as of such date and no receivable has been charged off by SBF;
(d) each receivable is governed by a valid, enforceable receivables agreement (each, a "Receivables Agreement") that has been duly executed by the related obligor and SBF;
(e) each receivable complies in all material respects with all applicable federal and state consumer lending laws, rules, and regulations, including, without limitation, the Truth in Lending Act (15 U.S.C. §§ 1601 et seq.) and Regulation Z promulgated thereunder, the Equal Credit Opportunity Act (15 U.S.C. §§ 1691 et seq.) and Regulation B promulgated thereunder, the Fair Credit Reporting Act (15 U.S.C. §§ 1681 et seq.), and all applicable state usury and consumer protection statutes;
(f) each related obligor has a valid Social Security Number or Individual Taxpayer Identification Number, as verified at the time of origination of the related receivable;
(g) SBF has good and marketable title to each receivable, free and clear of all liens, security interests, pledges, claims, charges, and encumbrances of any kind or nature (collectively, "Liens"), other than Permitted Liens (as defined in the RPA), and the transfer of each receivable by SBF to SkyLend Funding LLC under the RPA, and by SkyLend Funding LLC to SRT 2024-1 under the SSA, constitutes a true sale of such receivable, and upon the filing of the requisite UCC financing statements, provides SRT 2024-1 with a first-priority perfected security interest in such receivable;
(h) each receivable has been serviced in accordance with the servicing standards set forth in the Master Servicing Agreement, dated October 1, 2022, between SBF and Clearview Loan Servicing, Inc., as amended by Amendment No. 1, dated March 18, 2024 (as so amended, the "Master Servicing Agreement" or "MSA"), including with respect to payment application, collection procedures, default management, and borrower communications; and
(i) the data regarding each receivable on the loan tape delivered to the Indenture Trustee on or prior to the Closing Date (the "Loan Tape") is true, correct, and complete in all material respects, and the Loan Tape accurately reflects the outstanding principal balance, accrued interest, payment history, delinquency status, origination date, maturity date, interest rate, obligor location, and other material characteristics of each receivable as of the Cut-Off Date.
3.4 Delinquency and Performance Data.
The undersigned hereby certifies that the static-pool performance data and delinquency information set forth in the Offering Memorandum is accurate in all material respects as of the Cut-Off Date. The 30+ day delinquency rate for the Pool as of the Cut-Off Date, as reported in the Offering Memorandum, has been calculated in accordance with SBF's standard delinquency reporting methodology and is consistent with the data reflected on the Loan Tape. The cumulative net loss data for prior vintage pools originated by SBF through the SkyLend platform (vintages 2020 through 2023), as reported in the Offering Memorandum, has been derived from SBF's internal loan-level records and is accurate in all material respects as of the dates indicated therein.
Section 4. No Material Adverse Change.
The undersigned hereby certifies that since December 31, 2023 (the date of the most recent audited financial statements of SBF, which were audited by Rowland & Cross LLP, independent registered public accounting firm, under the supervision of engagement partner Nathan Delacroix, CPA), there has been no Material Adverse Change (as such term is defined in Section 1.01 of the Purchase Agreement) in the business, properties, operations, financial condition, or results of operations of SBF or SkyLend Funding LLC. For the avoidance of doubt, as of December 31, 2023, SBF's financial position was as follows:
(a) total assets: approximately $1,020,000,000;
(b) gross receivables (including securitized and warehouse portfolios): approximately $876,500,000;
(c) net receivables (net of allowance for loan losses): approximately $841,400,000;
(d) total revenue for the fiscal year ended December 31, 2023: approximately $187,300,000; and
(e) number of active borrowers on the SkyLend platform as of December 31, 2023: approximately 312,000.
The undersigned further certifies that, since December 31, 2023:
(a) SBF has not suffered any downgrade of any outstanding indebtedness by any nationally recognized statistical rating organization or any rating agency;
(b) SBF has not become a party to any material litigation, arbitration, or administrative proceeding, whether as plaintiff or defendant, other than routine collection actions initiated by SBF or its servicer in the ordinary course of business;
(c) SBF has not experienced any regulatory action, examination finding, consent order, cease and desist order, or supervisory directive from any federal or state regulatory authority that would constitute or reasonably be expected to result in a Material Adverse Change; and
(d) SBF has not entered into any transaction or agreement that is materially adverse to the interests of the holders of the Notes.
For additional context, the SkyLend platform was launched by SBF in approximately 2019, and SBF originated approximately $1.4 billion in consumer installment loans through the SkyLend platform during the fiscal year ended December 31, 2023.
Section 5. No Material Adverse Change in Receivables Pool.
The undersigned hereby certifies that since the Cut-Off Date (March 31, 2024), there has been no material adverse change in the composition, quality, or performance of the receivables included in the Pool. The delinquency rates, default rates, prepayment speeds, and loss severities of the receivables in the Pool have remained within the ranges described in the Offering Memorandum and are consistent with SBF's historical experience with receivables of similar credit quality and vintage.
The undersigned further certifies that the servicing of the receivables in the Pool has been conducted in all material respects in accordance with the applicable servicing standards set forth in the SSA and the Master Servicing Agreement, including the contractual payment-application waterfall specified in Section 4.03 of the Master Servicing Agreement, pursuant to which collections on the receivables are applied in the following order of priority: first, to accrued and unpaid interest; second, to late fees and other charges; and third, to outstanding principal.
The undersigned further certifies that no event has occurred since the Cut-Off Date that would constitute a "Servicer Termination Event" under the SSA, including, without limitation, any failure by SBF or Clearview to perform any of its respective material obligations under the SSA or the MSA, any breach of any material representation or warranty by SBF or Clearview under the SSA or the MSA, or the commencement of any insolvency or bankruptcy proceeding with respect to SBF or Clearview.
Section 6. Offering Memorandum Accuracy.
The undersigned hereby certifies that the Offering Memorandum (including both the Preliminary Offering Memorandum, dated April 5, 2024, and the Final Offering Memorandum, dated [__], 2024), 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 necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this certification relates solely to information provided by or on behalf of SBF (including information regarding SBF, its business, the SkyLend platform, the origination and underwriting of the receivables, the receivables pool, the servicing of the receivables, and the financial condition and results of operations of SBF) and does not extend to (i) information provided by third parties (other than Clearview Loan Servicing, Inc., acting in its capacity as sub-servicer and providing data on behalf of SBF), (ii) information regarding the initial purchaser, Halcyon Securities LLC, or (iii) information relating solely to the Indenture Trustee, the Owner Trustee, or the rating agencies.
The undersigned acknowledges that the Offering Memorandum has been distributed to prospective investors solely in reliance on the exemptions from registration provided by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S under the Securities Act, and in each case in reliance on Section 4(a)(2) of the Securities Act. The Notes have not been and will not be registered under the Securities Act or any state securities law, and no filing or registration with respect to the Notes has been made under the Securities Act or any state securities law.
Section 7. Compliance with Covenants.
The undersigned hereby certifies that SBF has performed and complied in all material respects with all covenants, agreements, and conditions required to be performed or complied with by SBF under the Transaction Documents on or prior to the Closing Date. Without limiting the generality of the foregoing, the undersigned specifically certifies that SBF has complied in all material respects with its covenants and obligations under the Transaction Documents regarding:
(a) the maintenance of the corporate existence and good standing of SBF in the State of Delaware and in each other jurisdiction where the nature of its business or the ownership or lease of its properties requires qualification;
(b) the preservation and maintenance of the separateness of SkyLend Funding LLC and SRT 2024-1 as bankruptcy-remote entities, including the maintenance of separate books, records, accounts, and financial statements for each such entity, the avoidance of commingling of assets, the conduct of business in the name of each such entity, the maintenance of adequate capitalization, and the holding out of each such entity as a separate legal entity from SBF and from each other;
(c) the maintenance of accurate and complete books and records with respect to the receivables, the Pool, and the transactions contemplated by the Transaction Documents, including books and records sufficient to permit the identification and tracing of collections on the receivables;
(d) cooperation with the rating agencies that have been engaged to assign ratings to the Notes, namely Meridian Credit Ratings, Inc. and Carrollton Ratings Group LLC, including the timely provision of all information, data, and access reasonably requested by such rating agencies in connection with their initial ratings and ongoing surveillance of the Notes;
(e) the filing, or causing to be filed, of all UCC financing statements (including initial financing statements and continuation statements) required to perfect the security interests of SkyLend Funding LLC and SRT 2024-1 in the receivables and related assets in all applicable jurisdictions, including UCC-1 financing statements filed with the Secretary of State of the State of Delaware; and
(f) the payment, or causing to be paid, of all taxes, assessments, and governmental charges due and payable by SBF, SkyLend Funding LLC, and SRT 2024-1, including all federal, state, and local income, franchise, excise, and property taxes.
Section 8. No Default or Event of Default.
The undersigned hereby certifies that:
(a) no "Default" or "Event of Default" (as each such term is defined in the Indenture) under the Indenture has occurred and is continuing as of the Closing Date;
(b) no event has occurred that, with the giving of notice, the lapse of time, or both, would constitute a Default or an Event of Default under the Indenture as of the Closing Date; and
(c) no "Early Amortization Event" (as such term is defined in the Indenture) has been triggered or is in effect under the Indenture as of the Closing Date.
Section 9. Absence of Litigation.
The undersigned hereby certifies that there is no action, suit, proceeding, claim, or investigation pending or, to the knowledge of the undersigned after due inquiry, threatened against or affecting SBF, SkyLend Funding LLC, or SRT 2024-1 before any court, governmental agency or instrumentality, regulatory body, or arbitrator that:
(a) challenges, or would if determined adversely challenge, the validity or enforceability of any Transaction Document or any provision thereof;
(b) seeks to prevent, enjoin, or otherwise restrain the consummation of any of the transactions contemplated by the Transaction Documents, including the sale and transfer of the receivables, the issuance of the Notes, or the pledging of the Trust's assets under the Indenture; or
(c) would, if adversely determined, have a Material Adverse Effect on SBF, SkyLend Funding LLC, SRT 2024-1, the receivables pool, or the ability of SBF to perform any of its material obligations under the Transaction Documents.
Section 10. Credit Enhancement Levels.
The undersigned hereby certifies that the following credit-enhancement features are in place or will be in place as of the Closing Date, in each case consistent with the terms of the Indenture, the SSA, and as described in the Offering Memorandum:
(a) Overcollateralization. The initial overcollateralization target is 3.5% of the Initial Pool Balance, equaling $7,000,000. The overcollateralization amount represents the excess of the aggregate outstanding principal balance of the receivables over the aggregate outstanding principal amount of the Notes.
(b) Reserve Account. The reserve account balance at closing will be 1.00% of the Initial Pool Balance, equaling $2,000,000 (the "Reserve Account Initial Deposit"). The Reserve Account Initial Deposit will be funded by SBF at closing and deposited with the collection-account bank in the reserve account established pursuant to the Account Control Agreement and the Indenture. Funds on deposit in the reserve account will be available to cover shortfalls in interest payments on the Notes and, to the extent specified in the Indenture, to cover principal shortfalls, in each case in accordance with the priority of payments set forth in the Indenture.
(c) Subordination. The Class B Notes, in the aggregate principal amount of $22,000,000 (representing approximately 11% of the total capital structure), are subordinated in right of payment to the Class A Notes in the aggregate principal amount of $170,000,000 (representing approximately 85% of the total capital structure). Interest and principal payments on the Class B Notes are subordinated to interest and principal payments on the Class A Notes in accordance with the priority of payments set forth in the Indenture.
(d) Excess Spread. Based on the weighted average coupon of the receivables (14.82%), the weighted average coupon of the Notes, and the estimated servicing fee and other transaction expenses, the initial annualized excess spread available to absorb losses is estimated at 2.85% per annum.
(e) Residual Interest. SBF, through its wholly-owned subsidiary SkyLend Funding LLC, retains a residual interest in SRT 2024-1 in the amount of $8,000,000 (representing approximately 4% of the total capital structure). The residual interest is subordinated to all classes of Notes and will receive distributions only after all amounts owing on the Notes and all other obligations of the Trust have been paid in full or adequately provided for, in accordance with the priority of payments set forth in the Indenture.
Section 11. Capital Structure Confirmation.
The undersigned hereby certifies that the capital structure of the Notes and the related residual interest is as follows:
The CUSIP prefix 87165Q has been allocated for the Notes by the CUSIP Service Bureau. The Class A Notes and the Class B Notes will each be assigned a unique CUSIP number, which will be set forth in the Final Offering Memorandum.
The undersigned confirms that the foregoing capital structure is consistent in all material respects with the capital structure described in the Offering Memorandum and approved by the Board pursuant to the Authorizing Resolutions.
Section 12. Equity Ownership Disclosure.
The undersigned hereby confirms that, as of the date hereof, Pinnacle Growth Equity Partners, LP, a Delaware limited partnership ("Pinnacle"), owns 62.4% of the fully diluted equity of SBF, having acquired such interest through its $95,000,000 Series C preferred equity investment in SBF completed in 2021. The remaining equity of SBF is held by the founders, management team, and other existing investors of SBF.
The undersigned further confirms that the equity ownership structure of SBF has not changed in any material respect since the date of the Offering Memorandum, and no agreement, arrangement, or understanding is in effect that would result in a change of control of SBF or a disposition of a majority of the equity of SBF.
Section 13. Servicing Arrangements.
The undersigned hereby confirms that Clearview Loan Servicing, Inc., an Ohio corporation ("Clearview"), with its principal office located at 8800 Brecksville Road, Suite 300, Cleveland, Ohio 44141, serves as sub-servicer of the receivables pursuant to the Master Servicing Agreement, dated October 1, 2022 (Servicing Account No. CLS-SBF-2022-0041), as amended by Amendment No. 1, dated March 18, 2024 (together, the "Master Servicing Agreement" or "MSA"). The MSA sets forth the duties and obligations of Clearview with respect to the day-to-day servicing and administration of the receivables, including payment processing, borrower communications, delinquency management, loss mitigation, and default management.
The annual servicing fee payable to Clearview under the MSA is 0.50% of the outstanding pool balance, calculated on the basis of the aggregate outstanding principal balance of the receivables as of the last day of the immediately preceding collection period. Based on the Initial Pool Balance of $200,000,000, the estimated servicing fee for the first year of the transaction is approximately $1,000,000, subject to adjustment based on actual pool balances and prepayment experience.
Clearview has served as sub-servicer of SBF's securitized and warehouse loan portfolios since the third quarter of 2022. As of December 31, 2023, Clearview managed approximately $640,000,000 in SBF receivables across multiple facilities and securitization transactions.
The undersigned hereby certifies that, to the knowledge of the undersigned after due inquiry, Clearview has performed its servicing obligations under the MSA in all material respects in accordance with the terms of the MSA and Amendment No. 1 thereto, including without limitation with respect to payment processing, remittance of collections, preparation of servicing reports, maintenance of servicing records, and compliance with applicable laws and regulations.
Section 14. Tax Matters.
The undersigned hereby certifies that SBF has obtained or applied for all necessary employer identification numbers for each entity involved in the transactions contemplated by the Transaction Documents, as follows:
(a) Skybridge Fintech Ltd.: EIN 84-3291076;
(b) SkyLend Funding LLC: EIN 93-4187620; and
(c) SkyLend Receivables Trust 2024-1: EIN 93-4201855.
The undersigned further states that SBF believes, based on the analysis set forth in the tax memorandum prepared by Calderwood & Harkness LLP in connection with the transaction (the "Tax Memorandum"), that SRT 2024-1 should be properly characterized as a grantor trust for federal income tax purposes under Subpart E of Subchapter J of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended, and not as an association taxable as a corporation, a publicly traded partnership, or a taxable mortgage pool. SBF has not received any ruling or determination from the Internal Revenue Service with respect to the tax classification of SRT 2024-1.
Section 15. Reliance and Benefit.
This Certificate is being delivered to and for the benefit of the following parties, and each of their respective successors and assigns:
(a) Halcyon Securities LLC, in its capacity as initial purchaser of the Notes;
(b) Atlantic Fiduciary Services, Inc., in its capacity as indenture trustee, note registrar, paying agent, and custodian under the Indenture;
(c) Keymark Trust Company, National Association, in its capacity as owner trustee of SRT 2024-1 under the Trust Agreement; and
(d) Calderwood & Harkness LLP, in its capacity as counsel to the issuer and the depositor.
Each of the foregoing parties is entitled to rely on the certifications, representations, and statements set forth in this Certificate in connection with (i) the closing of the transactions contemplated by the Transaction Documents, (ii) the delivery of their respective legal opinions, certificates, and closing deliverables required under the Transaction Documents, and (iii) the consummation of the purchase and sale of the Notes on the Closing Date. This Certificate may not be relied upon by any other person or entity without the prior written consent of SBF.
This Certificate shall survive the Closing Date and shall remain in full force and effect until all obligations of SBF under the Transaction Documents have been satisfied in full.
EXECUTION
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.
SKYBRIDGE FINTECH LTD.
By: ________
Name: [Danielle Prescott / Arun Mehta]
Title: [Chief Financial Officer / Chief Executive Officer]
Date: [___], 2024
EXHIBIT A
DEFINITIONS — CROSS-REFERENCE SCHEDULE
The following is a cross-reference list of the principal capitalized terms used in this Certificate, indicating the Transaction Document in which each such term is defined. In the event that a term is defined in more than one Transaction Document, the definition in the first-listed Transaction Document shall control for purposes of this Certificate unless the context clearly requires otherwise.
EXHIBIT B
SCHEDULE OF TRANSACTION DOCUMENTS
The following is a complete list of the Transaction Documents referenced in this Certificate:
1.  Purchase Agreement. Preliminary Purchase Agreement, dated as of [__], 2024, among SkyLend Receivables Trust 2024-1 (as issuer), Skybridge Fintech Ltd. (as originator and servicer), SkyLend Funding LLC (as depositor), and Halcyon Securities LLC (as initial purchaser). Halcyon Deal Reference HLC-ABS-2024-017.
2.  Receivables Purchase Agreement. Receivables Purchase Agreement, dated as of [__], 2024, between Skybridge Fintech Ltd. (as seller/originator) and SkyLend Funding LLC (as purchaser/depositor).
3.  Sale and Servicing Agreement. 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.  Indenture. Indenture, dated as of [__], 2024, between SkyLend Receivables Trust 2024-1 (as issuer) and Atlantic Fiduciary Services, Inc. (as indenture trustee, note registrar, paying agent, and custodian).
5.  Trust Agreement. 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. Administration Agreement, dated as of [__], 2024, between SkyLend Receivables Trust 2024-1 (as issuer) and Skybridge Fintech Ltd. (as administrator).
7.  Account Control Agreement. Account Control Agreement, dated as of [__], 2024, among SkyLend Receivables Trust 2024-1, Atlantic Fiduciary Services, Inc., and Keymark Trust Company, National Association.
8.  Custodial Agreement. Custodial Agreement, dated as of [__], 2024, between SkyLend Receivables Trust 2024-1 and Atlantic Fiduciary Services, Inc.
9.  Master Servicing Agreement. Master Servicing Agreement, dated October 1, 2022, between Skybridge Fintech Ltd. and Clearview Loan Servicing, Inc. (Servicing Account No. CLS-SBF-2022-0041), as amended by Amendment No. 1, dated March 18, 2024.
10.  Offering Memorandum. Preliminary Offering Memorandum, dated April 5, 2024, and Final Offering Memorandum, dated [__], 2024, relating to the offering of the Notes by SkyLend Receivables Trust 2024-1.
NOTE: This Officer's Certificate was prepared by Calderwood & Harkness LLP as a template closing deliverable in connection with the proposed offering of Notes by SkyLend Receivables Trust 2024-1. This Certificate was never executed. The transaction was terminated on May 8, 2024. This document is provided for discussion purposes only and does not constitute a binding certificate, representation, or warranty of any kind by any party.
DRAFT — PREPARED BY CALDERWOOD & HARKNESS LLP — MATTER NO. 1009-00005 — NOT FOR EXECUTION
Class | Aggregate Principal Amount | Expected Meridian Rating | Expected Carrollton Rating | Target Coupon | Expected WAL
Class A Notes | $170,000,000 | Aaa(sf) | AA+(sf) | 5.45% – 5.65% | 2.1 years
Class B Notes | $22,000,000 | A2(sf) | A(sf) | 6.75% – 7.00% | 3.4 years
Subordinated Certificate / Residual Interest | $8,000,000 | Unrated | Unrated | N/A | N/A
Total | $200,000,000
Defined Term | Defining Document
Account Control Agreement | This Certificate (Section 1)
Administration Agreement | This Certificate (Section 1)
Authorizing Resolutions | This Certificate (Recitals)
Class A Notes | Purchase Agreement (Section 1.01)
Class B Notes | Purchase Agreement (Section 1.01)
Closing Date | Purchase Agreement (Section 1.01)
Custodial Agreement | This Certificate (Section 1)
Cut-Off Date | SSA (Section 1.01)
Default | Indenture (Section 1.01)
Defaulted Receivable | SSA (Section 1.01)
Early Amortization Event | Indenture (Section 5.09)
Eligibility Criteria | RPA (Schedule II); SSA (Schedule A)
Event of Default | Indenture (Section 5.01)
Geographic Concentration Limit | RPA (Schedule II, §3(b))
Indenture | This Certificate (Recitals)
Indenture Trustee | Indenture (Preamble)
Initial Pool Balance | SSA (Section 1.01)
Liens | RPA (Section 1.01)
Loan Tape | SSA (Section 1.01)
Master Servicing Agreement / MSA | This Certificate (Section 3.3(h))
Material Adverse Change | Purchase Agreement (Section 1.01)
Material Adverse Effect | Purchase Agreement (Section 1.01)
Notes | Purchase Agreement (Section 1.01)
Offering Memorandum | This Certificate (Recitals)
Owner Trustee | Trust Agreement (Preamble)
Permitted Liens | RPA (Section 1.01)
Pool | SSA (Section 1.01)
Purchase Agreement | This Certificate (Recitals)
Receivables Agreement | RPA (Section 1.01)
Reserve Account Initial Deposit | Indenture (Section 3.05)
RPA | This Certificate (Recitals)
SBF / Company | This Certificate (Recitals)
Secretary's Certificate | This Certificate (Section 1)
Servicer Termination Event | SSA (Section 8.01)
SRT 2024-1 / Trust | Trust Agreement (Preamble)
SSA | This Certificate (Recitals)
Transaction Documents | This Certificate (Section 1)
Trust Agreement | This Certificate (Recitals)

CONFIDENTIAL — PREPARED BY CALDERWOOD & HARKNESS LLP — C&H MATTER NO. 1009-00005

OFFICER'S CERTIFICATE OF SKYBRIDGE FINTECH LTD.

RECITALS

CERTIFICATIONS

EXECUTION

SKYBRIDGE FINTECH LTD.

EXHIBIT A

EXHIBIT B

SCHEDULE OF TRANSACTION DOCUMENTS

Record

Parties

Dates

Amounts