1009-00005 · Skybridge Fintech Ltd · Opinions

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DRAFT — FOR DISCUSSION PURPOSES ONLY — NOT FOR DELIVERY OR RELIANCE

Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017

[●], 2024

C&H Matter No. 1009-00005

SkyLend Receivables Trust 2024-1 c/o Keymark Trust Company, National Association, as Owner Trustee 600 North King Street Wilmington, Delaware 19801

Atlantic Fiduciary Services, Inc., as Indenture Trustee, Paying Agent, Note Registrar, and Custodian 2 Christiana Centre, Suite 1400 Wilmington, Delaware 19801

Halcyon Securities LLC, as Initial Purchaser 200 Vesey Street, 42nd Floor New York, New York 10281

Re: $170,000,000 Class A Asset-Backed Notes and $22,000,000 Class B Asset-Backed Notes issued by SkyLend Receivables Trust 2024-1

Ladies and Gentlemen:

I. INTRODUCTION

We have acted as counsel to Skybridge Fintech Ltd., a Delaware corporation ("SBF"), SkyLend Funding LLC, a Delaware single-member limited liability company (the "Depositor"), and SkyLend Receivables Trust 2024-1, a Delaware statutory trust (the "Issuer" or the "Trust"), in connection with the issuance by the Trust of (a) $170,000,000 aggregate principal amount of Class A Asset-Backed Notes (the "Class A Notes") and (b) $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"). The Notes have an aggregate principal amount of $192,000,000. The total transaction value is approximately $200,000,000, inclusive of an $8,000,000 subordinated residual interest retained by SBF through the Depositor.

The Notes are being offered and sold in a private placement (the "Offering") exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Rule 144A promulgated thereunder, and outside the United States in reliance on Regulation S under the Securities Act. The CUSIP prefix 87165Q has been allocated to the Notes but remains unused as of the date hereof.

This opinion letter (this "Opinion") is being delivered pursuant to the requirements of Section [●] of the Indenture (as defined below) and Section [●] of the Preliminary Purchase Agreement (as defined below). Unless otherwise indicated, all references to statutory sections are to the Uniform Commercial Code as in effect in the relevant jurisdiction.

II. DOCUMENTS REVIEWED

In connection with the preparation of this Opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Opinion Documents"):

1. Indenture (draft dated March 4, 2024) (the "Indenture"), between SkyLend Receivables Trust 2024-1, as issuer, and Atlantic Fiduciary Services, Inc. ("AFS"), as indenture trustee, paying agent, note registrar, and custodian. The corporate trust officer responsible for AFS in connection with the Indenture is David Moynihan, and AFS's principal corporate trust office is located at 2 Christiana Centre, Suite 1400, Wilmington, Delaware 19801.

2. Receivables Purchase Agreement (draft dated March 11, 2024) (the "RPA"), between Skybridge Fintech Ltd., as seller and originator, and SkyLend Funding LLC, as purchaser and depositor.

3. Sale and Servicing Agreement (draft dated March 11, 2024) (the "SSA"), 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 (principal office: 8800 Brecksville Road, Suite 300, Cleveland, Ohio 44141), as sub-servicer.

4. Trust Agreement (dated February 14, 2024) (the "Trust Agreement"), between SkyLend Funding LLC, as depositor, and Keymark Trust Company, National Association ("Keymark"), as owner trustee. The trust officer responsible for Keymark in connection with the Trust Agreement is Elaine Marchetti, and Keymark's principal office is located at 600 North King Street, Wilmington, Delaware 19801.

5. Limited Liability Company Agreement of SkyLend Funding LLC (dated January 30, 2024) (the "LLC Agreement"), with Skybridge Fintech Ltd. as sole member and Danielle Prescott as Manager.

6. Certificate of Formation of SkyLend Funding LLC, filed with the Secretary of State of the State of Delaware on January 30, 2024 (EIN: 93-4187620).

7. Certificate of Trust of SkyLend Receivables Trust 2024-1, filed with the Secretary of State of the State of Delaware on February 14, 2024 (EIN: 93-4201855).

8. Preliminary Purchase Agreement (draft dated February 20, 2024) (the "PPA"), among SkyLend Receivables Trust 2024-1, Skybridge Fintech Ltd., SkyLend Funding LLC, and Halcyon Securities LLC, as initial purchaser. Halcyon Securities LLC's principal office is located at 200 Vesey Street, 42nd Floor, New York, New York 10281 (deal reference HLC-ABS-2024-017).

9. Account Control Agreement (draft) (the "ACA"), among SkyLend Receivables Trust 2024-1, Atlantic Fiduciary Services, Inc., as indenture trustee, and Keymark Trust Company, N.A., as collection-account bank.

10. Amendment No. 1 to Master Servicing Agreement (executed March 18, 2024), between Skybridge Fintech Ltd. and Clearview Loan Servicing, Inc. (Servicing Account No. CLS-SBF-2022-0041; original Master Servicing Agreement dated October 1, 2022).

11. Secretary's Certificate and Board Resolutions of Skybridge Fintech Ltd., authorizing the securitization, the formation of the special-purpose vehicles, and the execution and delivery of the transaction documents by SBF and by officers or agents of SBF on behalf of the Depositor and the Trust.

12. Preliminary Offering Memorandum, dated April 5, 2024.

13. Schedule of Eligibility Criteria and Representations & Warranties (the "Eligibility Schedule"), setting forth the eligibility criteria applicable to the Receivables comprising the initial pool.

14. UCC Lien Search Results — the results of searches of Uniform Commercial Code financing statement filings conducted in the offices of (a) the Secretary of State of the State of Delaware (with respect to SBF, the Depositor, and the Trust, each as debtor) and (b) the Secretary of State of the State of Ohio (with respect to Clearview Loan Servicing, Inc., as debtor), in each case as of [●], 2024 (collectively, the "Lien Search Results").

15. Certificates of Good Standing for each of SBF, the Depositor, and the Trust, issued by the Secretary of State of the State of Delaware, each dated [●], 2024.

16. Such other documents, records, certificates, instruments, and agreements as we have deemed necessary or appropriate for purposes of the opinions expressed herein.

We have not independently verified any of the factual matters set forth in the documents and certificates referenced above and have relied upon the same for purposes of this Opinion.

III. DEFINITIONS

Capitalized terms used but not otherwise defined in this Opinion have the meanings assigned to such terms in the Indenture. In addition, the following terms shall have the meanings set forth below for purposes of this Opinion:

"Collateral" means all right, title, and interest of the Trust in and to the property and assets described in the Granting Clause of the Indenture, including: (a) the Receivables (consisting of approximately 23,100 consumer installment-loan receivables with an aggregate outstanding principal balance of approximately $213,750,000, from which a final pool with an aggregate outstanding principal balance of $200,000,000 is to be selected pursuant to the eligibility criteria set forth in the Eligibility Schedule, with a cut-off date of March 31, 2024); (b) all Collections and other proceeds thereof; (c) the Collection Account and the Reserve Account (with an initial reserve balance of $2,000,000, representing 1.00% of $200,000,000); (d) all rights of the Trust under the SSA and the RPA; (e) all security interests or liens and property subject thereto from time to time granted to or held by the Trust; (f) all books, records, ledger sheets, data processing records, computer software, and other documents relating to the Receivables; (g) all "general intangibles," "payment intangibles," "instruments," and "accounts" (as each such term is defined in the UCC) related to the foregoing; and (h) all Proceeds (as defined in UCC §9-102(a)(64)) of the foregoing.

"Receivables" means the unsecured consumer installment-loan receivables originated by Skybridge Fintech Ltd. through the SkyLend lending platform and transferred to the Trust through the two-step transfer chain described herein. The Receivables consist of consumer installment loans in original principal amounts ranging from $1,000 to $25,000, with terms of 12 to 60 months. The pool is expected to have the following aggregate characteristics as of the cut-off date: a weighted-average coupon ("WAC") of approximately 14.82%, a weighted-average remaining term of approximately 38.4 months, and a weighted-average FICO score at origination of approximately 698. No single obligor accounts for more than 0.15% of the pool balance (i.e., no more than approximately $300,000), and no single state represents more than 20% of the aggregate pool balance.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York (the governing law of the Indenture) and the State of Delaware (the jurisdiction of organization of each of SBF, the Depositor, and the Trust). All references to specific UCC sections are to the corresponding sections of the New York UCC (N.Y. U.C.C. Law) and the Delaware UCC (6 Del. C. §§ 1-101 et seq.), unless the context otherwise requires.

"Secured Party" means Atlantic Fiduciary Services, Inc., in its capacity as indenture trustee under the Indenture, acting for the benefit of the holders of the Notes (collectively, the "Noteholders").

"Debtor" means SkyLend Receivables Trust 2024-1, in its capacity as debtor under the security agreement constituted by the Granting Clause of the Indenture.

IV. ASSUMPTIONS

The opinions expressed herein are subject to, and are based upon, each of the following assumptions, without independent investigation or verification on our part:

1. Genuineness of Signatures and Authenticity of Documents. All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies conform to the originals thereof. All signatures on documents we have examined are genuine. All natural persons who have executed documents reviewed by us had, at the time of execution, the legal capacity to do so. Each document reviewed by us that purports to have been certified has been duly and accurately certified by the officer or person indicated.

2. Capacity and Authority. Each party to the Opinion Documents (other than SBF, the Depositor, and the Trust, as to which we express the opinions set forth herein) has the requisite organizational power, authority, and legal right to execute, deliver, and perform its respective obligations under each of the Opinion Documents to which it is a party. All such Opinion Documents have been duly authorized, executed, and delivered by each such party and constitute the legal, valid, binding, and enforceable obligation of each such party, enforceable against such party in accordance with its terms.

3. Value. AFS, as indenture trustee, has given "value" within the meaning of UCC §1-204 for the security interest granted under the Indenture. Such value consists of AFS's undertaking and commitment to hold, administer, and distribute the Collateral for the benefit of the Noteholders in connection with the issuance of the Notes and the application of the proceeds thereof as contemplated by the Indenture and the related transaction documents.

4. No Prior Liens or Encumbrances. Other than as described in the Lien Search Results, no financing statements or other documents or instruments creating, evidencing, or perfecting a lien on, or security interest in, any of the Collateral have been filed or recorded in any filing office or public registry. No person or entity other than AFS has possession or control of any of the Collateral for the purpose of perfecting a security interest therein.

5. Accuracy of Representations and Warranties. The representations and warranties made by the parties in the Opinion Documents (including, without limitation, the eligibility criteria and the representations and warranties relating to the Receivables set forth in the Eligibility Schedule) are true and correct in all material respects as of the date hereof and as of the Closing Date (as defined in the Indenture).

6. True-Sale Characterization. The transfer of the Receivables from SBF to the Depositor pursuant to the RPA constitutes a "true sale" and absolute transfer of such Receivables, and does not constitute a mere pledge or secured financing. Similarly, the transfer of the Receivables from the Depositor to the Trust pursuant to the SSA constitutes a "true sale" and absolute transfer, and does not constitute a mere pledge or secured financing. These characterizations are separately addressed in the True-Sale Opinion being delivered by this firm concurrently herewith. As a consequence of such true-sale characterization, the Trust has acquired all right, title, and interest in and to the Receivables free and clear of any security interest, lien, claim, or encumbrance of SBF, the Depositor, or any creditor of either of them.

7. Bankruptcy Remoteness; Non-Consolidation. Neither the Depositor nor the Trust would be substantively consolidated with SBF in a proceeding under the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.) (the "Bankruptcy Code"). This characterization is separately addressed in the Non-Consolidation Opinion being delivered by this firm concurrently herewith. Each of the Depositor and the Trust has been formed and is operated as a bankruptcy-remote special-purpose entity in accordance with the requirements of the LLC Agreement and the Trust Agreement, respectively.

8. Good Standing. Each of SBF, the Depositor, and the Trust is validly existing and in good standing under the laws of the State of Delaware as of the date of this Opinion, as evidenced by the certificates of good standing referenced in Section II above.

9. Debtor's Name. The name of the Trust as it appears on the relevant UCC financing statements described herein and attached hereto as Exhibit A is identical to the exact legal name of the Trust as set forth on the public organic record of the Secretary of State of the State of Delaware (i.e., "SkyLend Receivables Trust 2024-1"), as required by UCC §9-503(a)(1).

10. Filing Office. All UCC financing statements described herein have been or will be filed in the appropriate filing office as determined under UCC §9-301 and §9-307. Because the Trust is a registered organization organized under the laws of the State of Delaware (specifically, a Delaware statutory trust formed pursuant to the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq.), the proper filing office is the office of the Secretary of State of the State of Delaware, as provided in UCC §9-501(a)(2).

11. Classification of Receivables. The Receivables constitute either "accounts," "payment intangibles," or "general intangibles" (and not "instruments," "chattel paper," "deposit accounts," "letter-of-credit rights," or "investment property") under UCC Article 9 as in effect in the State of New York and the State of Delaware. To the extent any Receivable has been evidenced by a promissory note or other writing that constitutes an "instrument" under the UCC, we have assumed that such writing has been surrendered or destroyed and that the relevant Receivable is no longer classified as an "instrument."

12. No Federal Preemption. No federal law, rule, or regulation preempts, displaces, or otherwise renders inapplicable the provisions of UCC Article 9 to the creation, attachment, perfection, or priority of the security interests described in the Opinion Documents. Without limiting the generality of the foregoing, we have assumed that neither the National Bank Act, the Federal Deposit Insurance Act, nor any regulation promulgated thereunder operates to preempt the application of UCC Article 9 to the transactions described herein.

V. OPINIONS

Based upon and subject to the foregoing, and subject further to the qualifications and limitations set forth in Section VI below, we are of the opinion that:

Opinion 1 — Attachment of Security Interest (UCC §9-203)

The Indenture creates a valid security interest in favor of AFS, as indenture trustee for the benefit of the Noteholders, in all right, title, and interest of SkyLend Receivables Trust 2024-1 in and to the Collateral as described in the Granting Clause of the Indenture. The Collateral subject to such security interest includes, without limitation, the Receivables, all Collections and other payments on or in respect of the Receivables, the Collection Account, the Reserve Account, all rights of the Trust under the SSA and the RPA, all general intangibles, payment intangibles, accounts, and instruments related to the foregoing, and all Proceeds thereof.

The security interest described above has attached (or, with respect to after-acquired Collateral, will attach upon the Trust's acquisition of rights therein) under UCC §9-203(b) because each of the three conditions to attachment specified in that section has been satisfied:

(i) Value has been given. Value has been given within the meaning of UCC §1-204 by AFS's acceptance of the trusteeship under the Indenture and its undertaking to hold and administer the Collateral for the benefit of the Noteholders in connection with the issuance of the Notes. Additionally, value has been given through the Noteholders' payment of the purchase price for the Notes, the proceeds of which were applied to acquire the Collateral.

(ii) The Trust has rights in the Collateral. The Trust has acquired rights in the Collateral by virtue of the two-step transfer chain: (a) SBF's sale of the Receivables and related assets to the Depositor pursuant to the RPA, and (b) the Depositor's sale of the Receivables and related assets to the Trust pursuant to the SSA. As noted in Assumption 6 above, we have assumed that each such transfer constitutes a true sale and that the Trust has acquired all right, title, and interest in the Receivables free and clear of any lien, claim, or encumbrance of SBF or the Depositor.

(iii) The Trust has authenticated a security agreement containing a sufficient description of the Collateral. The Trust, acting through Keymark as owner trustee, has authenticated the Indenture, which constitutes a "security agreement" within the meaning of UCC §9-102(a)(74). The Granting Clause of the Indenture provides a description of the Collateral that is sufficient to satisfy the requirements of UCC §9-203(b)(3)(A) and §9-108, in that it reasonably identifies the Collateral by specific listing, category, and type.

Accordingly, the Granting Clause of the Indenture grants to AFS, for the benefit of the Noteholders, a security interest in all of the Trust's assets constituting the Collateral, and such security interest has attached (or, with respect to after-acquired Collateral, will attach upon the Trust's acquisition of rights therein) in accordance with UCC §9-203.

Opinion 2 — Perfection by Filing (UCC §9-310, §9-312)

The security interest of AFS in the Receivables, Collections, and related general intangibles and payment intangibles (to the extent classified as "accounts," "payment intangibles," or "general intangibles" under UCC Article 9) is or will be perfected upon the filing of a UCC-1 financing statement (substantially in the form attached hereto as Exhibit A) in the office of the Secretary of State of the State of Delaware.

Under UCC §9-310(a), a financing statement must be filed to perfect a security interest in collateral unless one of the exceptions set forth in §9-310(b) applies. Because the Receivables are classified as "accounts," "payment intangibles," or "general intangibles," none of the exceptions to the filing requirement is applicable, and perfection by filing is both available and required (except to the extent that the Receivables are "payment intangibles" and the security interest arises from a sale thereof, in which case perfection would be automatic under §9-309(3) — a result that would also support our opinion). Filing a financing statement, however, will in all events perfect the security interest without regard to whether the transfer is characterized as a sale or a grant of a security interest.

The office of the Secretary of State of the State of Delaware is the proper filing office under UCC §9-501(a)(2) because the Trust is a "registered organization" organized under the laws of Delaware. Pursuant to UCC §9-307(e), the Trust's location for purposes of UCC Article 9 is the State of Delaware, and pursuant to UCC §9-301(1), the local law of the jurisdiction in which the debtor is located governs perfection by filing.

The financing statement must satisfy the requirements of UCC §9-502 and §9-503 in order to be effective. Specifically, the financing statement must: (a) provide the exact legal name of the debtor as set forth on the public organic record filed with the Delaware Secretary of State (i.e., "SkyLend Receivables Trust 2024-1"), as required by §9-503(a)(1); (b) provide the name of the secured party or its representative (i.e., Atlantic Fiduciary Services, Inc.); and (c) indicate the collateral covered by the financing statement with a description that satisfies §9-504. The form of UCC-1 financing statement attached hereto as Exhibit A complies with these requirements.

The initial financing statement is to be filed simultaneously with or prior to the Closing Date. We note that, pursuant to UCC §9-515(a), a filed financing statement is effective for a period of five years after the date of filing. To maintain perfection after such five-year period, a continuation statement must be filed within the six-month window preceding the expiration of the financing statement, as provided in UCC §9-515(d). Failure to timely file a continuation statement will result in the lapse of the financing statement and the loss of perfection.

Opinion 3 — Perfection by Control (UCC §9-104, §9-314) — Deposit Accounts

To the extent the Collateral includes "deposit accounts" within the meaning of UCC §9-102(a)(29) — specifically, the Collection Account and the Reserve Account maintained at Keymark Trust Company, N.A. — the security interest of AFS in such deposit accounts is or will be perfected by "control" within the meaning of UCC §9-104, pursuant to the Account Control Agreement among the Trust, AFS, and Keymark.

Under UCC §9-312(b)(1), a security interest in a deposit account may be perfected only by control. Filing a financing statement is not sufficient to perfect a security interest in a deposit account. Accordingly, perfection of AFS's security interest in the Collection Account and the Reserve Account depends on AFS's having obtained "control" of such accounts.

UCC §9-104 provides three methods by which a secured party may obtain control of a deposit account. The method employed in this transaction is that described in UCC §9-104(a)(2): the depository bank (Keymark) has agreed, pursuant to the Account Control Agreement, to comply with instructions originated by the secured party (AFS) directing disposition of the funds in the deposit accounts without further consent of the depositor (the Trust). This arrangement satisfies the requirements of §9-104(a)(2) and establishes AFS's "control" over the Collection Account and the Reserve Account.

We note that, under UCC §9-104(a)(1), a secured party also has control of a deposit account if the secured party is the bank with which the deposit account is maintained. Because AFS is not the depository bank for the Collection Account or the Reserve Account (Keymark serves in that capacity), §9-104(a)(1) does not independently apply. However, the Account Control Agreement independently satisfies the control requirements under §9-104(a)(2), and no additional perfection steps are required with respect to the deposit accounts so long as the Account Control Agreement remains in full force and effect.

Opinion 4 — Perfection as to Proceeds (UCC §9-315)

The security interest of AFS in identifiable Proceeds of the Collateral is automatically perfected under UCC §9-315(c) and (d), subject to the conditions specified therein.

Under UCC §9-315(a)(2), a security interest attaches to any identifiable proceeds of collateral in which the secured party has a perfected security interest. Under UCC §9-315(c), a security interest in proceeds is a perfected security interest if the security interest in the original collateral was perfected. Under UCC §9-315(d), a perfected security interest in proceeds remains perfected beyond the 20-day period specified in §9-315(d) if: (i) a filed financing statement covers the original collateral and the proceeds are collateral in which a security interest may be perfected by filing in the same office (§9-315(d)(1)); (ii) the proceeds are identifiable cash proceeds (§9-315(d)(2)); or (iii) the security interest in the proceeds is perfected under another provision of Article 9 when the 20-day period expires (§9-315(d)(3)).

All cash collections received on the Receivables and deposited into the Collection Account constitute identifiable cash proceeds of the Receivables within the meaning of UCC §9-315(d)(2). Accordingly, AFS's security interest in such cash proceeds is automatically and continuously perfected so long as such proceeds remain identifiable, without the need for any additional filing or perfection steps.

To the extent that Proceeds consist of property of a type covered by the financing statement filed in connection with the original Collateral (e.g., additional accounts, general intangibles, or payment intangibles), the security interest in such Proceeds will also remain perfected under UCC §9-315(d)(1), provided that the financing statement remains effective and covers the type of property constituting such Proceeds.

Opinion 5 — Priority (UCC §9-322)

Based upon the Lien Search Results, and subject to the assumptions and qualifications stated herein (including, without limitation, the assumptions set forth in paragraphs 4 and 5 of Section IV above), the security interest of AFS in the Collateral constitutes a first-priority perfected security interest, subject to no prior or senior liens, encumbrances, or security interests other than as may be disclosed in the Lien Search Results.

Priority of AFS's security interest in the Collateral (other than the deposit accounts) is established under UCC §9-322(a)(1), which provides that conflicting perfected security interests rank according to priority in time of filing or perfection (the "first-to-file-or-perfect" rule). Based on our review of the Lien Search Results, no prior financing statements naming the Trust as debtor have been filed in the office of the Secretary of State of the State of Delaware covering any of the Collateral. Accordingly, upon the filing of the financing statement described in Opinion 2 above, AFS's security interest will be first in priority under the first-to-file-or-perfect rule.

With respect to the deposit accounts included in the Collateral (i.e., the Collection Account and the Reserve Account), priority is determined under UCC §9-327 rather than §9-322. Under §9-327(1), a security interest held by a secured party having control of the deposit account has priority over a conflicting security interest held by a secured party that does not have control. Because AFS has obtained control of the Collection Account and the Reserve Account through the Account Control Agreement (as described in Opinion 3 above), AFS's security interest in such accounts has priority over any competing security interest that is not perfected by control or held by the depository bank itself.

We express no opinion as to the priority of AFS's security interest relative to (a) any liens or interests arising under applicable federal, state, or local tax laws, (b) any statutory liens or judgment liens that do not require a UCC filing for perfection, or (c) any liens or interests arising after the date of the Lien Search Results.

Opinion 6 — Enforceability

The security interest created by the Indenture in favor of AFS in the Collateral is enforceable against the Trust (as debtor), against purchasers of the Collateral, and against creditors of the Trust, in each case in accordance with the terms of the Indenture and subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors' rights generally, and subject to the application of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

The enforceability of the security interest arises from the satisfaction of the requirements of UCC §9-203 (as described in Opinion 1 above) and the perfection of such security interest (as described in Opinions 2, 3, and 4 above). Once attached and perfected, a security interest is enforceable against third parties to the extent provided in UCC Article 9 and applicable law.

VI. QUALIFICATIONS AND LIMITATIONS

The opinions expressed herein are subject to the following qualifications and limitations:

A. Governing-Law Limitation

This Opinion is limited to the laws of the State of New York (as the governing law of the Indenture) and the Uniform Commercial Code as adopted and in effect in the State of New York (the "NY UCC") and the State of Delaware (the "DE UCC"). We express no opinion as to the laws of any other jurisdiction, including, without limitation, the State of Ohio (the jurisdiction of organization of Clearview Loan Servicing, Inc., the sub-servicer under the SSA). We are members of the Bar of the State of New York and do not purport to be experts in the laws of the State of Delaware; however, we note that the relevant provisions of UCC Article 9 as adopted in New York and Delaware are substantively identical in all respects material to the opinions expressed herein.

B. Bankruptcy and Insolvency Qualification

All opinions expressed herein are subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, and similar laws of general applicability affecting creditors' rights and remedies generally, as in effect from time to time. All opinions are also subject to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether enforcement is considered in a proceeding in equity or at law.

Without limiting the generality of the foregoing, we note that the enforceability and priority of the security interest described herein may be affected by, among other things:

(i) Section 552 of the Bankruptcy Code, which limits the extent to which a security interest in after-acquired property is enforceable against property acquired by the estate after the commencement of a bankruptcy case;

(ii) Section 544 of the Bankruptcy Code (the "strong-arm" clause), which grants a bankruptcy trustee the rights and powers of a hypothetical lien creditor and a hypothetical bona fide purchaser as of the commencement of the case;

(iii) Section 547 of the Bankruptcy Code, which permits a bankruptcy trustee to avoid certain preferential transfers made within 90 days (or, in the case of insiders, one year) before the filing of a bankruptcy petition; and

(iv) Section 548 of the Bankruptcy Code, which permits a bankruptcy trustee to avoid certain transfers made within two years before the filing of a bankruptcy petition if such transfers were made with actual or constructive fraudulent intent.

These provisions could apply in the event of a bankruptcy filing by the Trust, the Depositor, or SBF.

C. True-Sale Qualification

The opinions expressed in this letter are premised on the assumption that the transfers of the Receivables from SBF to the Depositor pursuant to the RPA, and from the Depositor to the Trust pursuant to the SSA, are characterized as true sales and absolute transfers and not as secured financings. This assumption is critical to the opinions expressed herein.

If a court of competent jurisdiction were to recharacterize either or both of such transfers as a pledge or secured financing rather than a true sale, the security interest of AFS in the Receivables would be subject to the competing interests (if any) of SBF's creditors (in the case of recharacterization of the RPA transfer) or the Depositor's creditors (in the case of recharacterization of the SSA transfer). In such event, additional UCC financing statements and perfection steps not addressed in this Opinion would be required to perfect a security interest in the Receivables in favor of AFS, and the priority of AFS's security interest could be adversely affected. We note that the precautionary financing statements attached hereto as Exhibits B and C are intended to provide an additional layer of protection in the event of such recharacterization, but we express no opinion as to whether such precautionary filings would be sufficient in all circumstances to protect AFS's interest in the Receivables.

Reference is made to the separate True-Sale Opinion and Non-Consolidation Opinion being delivered by this firm concurrently herewith, which address the true-sale and non-consolidation issues in detail.

D. UCC Lien Search Limitations

The Lien Search Results reflect only financing statements and other filings of record in the offices of the Secretary of State of the State of Delaware and the Secretary of State of the State of Ohio as of the date and time specified in such results. The Lien Search Results may not reflect (a) financing statements filed after the date and time of the search, (b) financing statements filed in incorrect filing offices, (c) financing statements filed against the relevant entities under names other than the exact legal names used in the search, or (d) liens or encumbrances that are effective without a UCC filing.

We express no opinion as to the existence or absence of federal tax liens (which are filed pursuant to 26 U.S.C. §6323 and may be filed in offices other than the Delaware Secretary of State's office), state tax liens, judgment liens, mechanics' liens, or other statutory or common-law liens that do not require a UCC filing for their creation or perfection. The priority of AFS's security interest could be adversely affected by the existence of any such lien.

E. After-Acquired Receivables

To the extent Receivables are transferred to the Trust after the Closing Date — whether pursuant to the substitution or addition provisions of the SSA, or otherwise — the security interest of AFS will attach to such after-acquired Receivables upon the Trust's acquisition of rights therein, provided that the conditions to attachment set forth in UCC §9-203(b) continue to be satisfied at such time. Perfection of the security interest in such after-acquired Receivables will continue so long as the UCC-1 financing statement filed in connection with the original Collateral remains effective and covers the type of property constituting such after-acquired Receivables. The description of collateral in the financing statement attached hereto as Exhibit A is intended to be sufficiently broad to cover after-acquired Receivables of the type described therein.

We note that, in the event of a bankruptcy filing by the Trust, Section 552(a) of the Bankruptcy Code would generally limit the effectiveness of an after-acquired property clause, subject to the exception in Section 552(b) for proceeds, products, offspring, or profits of property subject to a pre-petition security interest.

F. Consumer-Transaction Limitations

The Receivables are consumer installment-loan receivables, and the underlying obligors on the Receivables are individual consumers. We note the following with respect to the application of UCC Article 9 in the consumer context:

(i) Under UCC §9-109(d)(13), Article 9 does not apply to an assignment of a deposit account in a consumer transaction. However, the transaction between the Trust and the Noteholders is not itself a "consumer transaction" as defined in UCC §9-102(a)(26), because the Trust is not an individual and the Notes are not acquired primarily for personal, family, or household purposes. Accordingly, this exclusion does not apply to the security interest granted by the Trust in the Collateral.

(ii) UCC §§9-404 through 9-406 preserve certain rights of "account debtors" (i.e., the underlying borrowers on the Receivables) that may limit the rights of AFS as assignee of the Receivables. These provisions generally preserve the account debtors' right to assert defenses and claims in recoupment against the assignee to the extent such defenses and claims could be asserted against the original obligee (SBF).

(iii) Various federal and state consumer-protection laws — including, without limitation, the Truth in Lending Act ("TILA") (15 U.S.C. §§ 1601 et seq.), the Equal Credit Opportunity Act ("ECOA") (15 U.S.C. §§ 1691 et seq.), the Fair Credit Reporting Act ("FCRA") (15 U.S.C. §§ 1681 et seq.), the Fair Debt Collection Practices Act ("FDCPA") (15 U.S.C. §§ 1692 et seq.), and applicable state usury and consumer-lending statutes — may affect the enforceability of individual Receivables and may impose obligations on AFS, the Trust, or the servicer in connection with the servicing and collection of the Receivables. We express no opinion as to the effect of any such laws on the Receivables or the Collateral.

G. No Opinion on Specific Receivables

We express no opinion as to the validity, enforceability, or collectibility of any individual Receivable included in the Collateral. The opinions expressed herein address only the creation, attachment, perfection, and priority of the security interest in the Receivables as a pool and in the other Collateral described herein. We have not reviewed any individual loan file, promissory note, loan agreement, or credit application relating to any Receivable, and we have relied entirely on the representations and warranties of SBF and the Depositor set forth in the RPA and the SSA with respect to the characteristics and enforceability of the Receivables.

H. Post-Closing Perfection Maintenance

The continued perfection of AFS's security interest in the Collateral is dependent upon, among other things:

(i) the timely filing of continuation statements with respect to the UCC-1 financing statement described in Opinion 2 above, in accordance with UCC §9-515 (i.e., within the six-month window preceding each five-year anniversary of the filing of the initial financing statement or the most recent continuation statement, as applicable);

(ii) the continued location of the Trust's jurisdiction of organization in the State of Delaware, and the absence of any change in the Trust's name, organizational structure, or organizational identification number that would render the financing statement seriously misleading under UCC §9-506;

(iii) the continued effectiveness of the Account Control Agreement and AFS's continued control of the Collection Account and the Reserve Account thereunder; and

(iv) the absence of any amendment, modification, or termination of the Indenture, the SSA, the RPA, or any other Opinion Document that would adversely affect the creation, attachment, perfection, or priority of the security interest.

We assume no obligation to monitor compliance with any of the foregoing requirements following the delivery of this Opinion.

VII. RELIANCE AND DELIVERY

This Opinion is being delivered solely for the benefit of the addressees hereof — namely, SkyLend Receivables Trust 2024-1, Atlantic Fiduciary Services, Inc. (in its capacity as indenture trustee, paying agent, note registrar, and custodian), and Halcyon Securities LLC (in its capacity as initial purchaser) — in connection with the securitization transaction described herein. This Opinion may not be relied upon by any other person or entity, or for any purpose other than the transaction described herein, without the prior written consent of Calderwood & Harkness LLP. This Opinion may not be quoted, referred to, or filed with any governmental authority or other person without our prior written consent, except as may be required by applicable law or regulation.

This Opinion speaks only as of the date of its delivery. We assume no obligation to update or supplement this Opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law (whether by legislative action, judicial decision, or otherwise) that may hereafter occur, even if such facts, circumstances, or changes would affect the opinions expressed herein.

IMPORTANT NOTICE: This Opinion is a draft that has been prepared for discussion purposes only. This Opinion was never finalized, executed, or delivered to any person. The securitization transaction described herein was terminated on May 8, 2024, and no Notes were issued. This draft is provided solely for the purpose of facilitating internal discussion among the transaction parties and their respective counsel. Any reliance on this draft by any person or entity is expressly disclaimed by Calderwood & Harkness LLP. This draft does not constitute a legal opinion of Calderwood & Harkness LLP and should not be treated as such.

VIII. SIGNATURE

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Theodore Langston

Title: Partner (Capital Markets)

By: ________

Name: Linda Osei

Title: Partner (Litigation — General)

Draft prepared by: Simone Laroche, Associate Reviewed by: Patrick Gallagher, Associate

C&H Matter No. 1009-00005

EXHIBIT A

Form of UCC-1 Financing Statement (Trust as Debtor — AFS as Secured Party)

DEBTOR:

SECURED PARTY:

COLLATERAL DESCRIPTION:

All right, title, and interest of the Debtor in and to: (i) all Receivables (as defined in the Indenture dated as of [●], 2024 (the "Indenture"), between SkyLend Receivables Trust 2024-1, as issuer, and Atlantic Fiduciary Services, Inc., as indenture trustee), including all consumer installment-loan receivables transferred to the Debtor pursuant to the Sale and Servicing Agreement dated as of [●], 2024 (the "SSA"); (ii) all Collections and other payments on or in respect of such Receivables; (iii) the Collection Account and the Reserve Account (each as defined in the Indenture); (iv) all rights of the Debtor under the Sale and Servicing Agreement, the Receivables Purchase Agreement dated as of [●], 2024 (the "RPA"), and any Administration Agreement related thereto; (v) all general intangibles, payment intangibles, accounts, and instruments (each as defined in the Uniform Commercial Code) related to the foregoing; and (vi) all Proceeds (as defined in UCC §9-102(a)(64)) of the foregoing.

FILING OFFICE: Office of the Secretary of State of the State of Delaware.

EXHIBIT B

Form of UCC-1 Financing Statement (Precautionary Filing — Depositor to Trust)

DEBTOR:

SECURED PARTY:

PURPOSE OF FILING:

This financing statement is filed on a precautionary basis only. The parties intend that the transfer of the Receivables from SkyLend Funding LLC (the "Depositor") to SkyLend Receivables Trust 2024-1 (the "Trust") pursuant to the Sale and Servicing Agreement constitutes a true sale and absolute transfer and not a secured financing. This financing statement is being filed solely in the event that, notwithstanding the intent of the parties, such transfer is recharacterized by a court of competent jurisdiction as a pledge or secured financing rather than a true sale. The filing of this financing statement shall not be construed as evidence that such transfer is anything other than a true sale.

COLLATERAL DESCRIPTION:

All consumer installment-loan receivables and all related rights, collections, and proceeds transferred from the Depositor to the Trust pursuant to the Sale and Servicing Agreement dated as of [●], 2024, including all accounts, payment intangibles, general intangibles, and instruments (each as defined in the Uniform Commercial Code) related thereto, and all Proceeds (as defined in UCC §9-102(a)(64)) of the foregoing.

FILING OFFICE: Office of the Secretary of State of the State of Delaware.

EXHIBIT C

Form of UCC-1 Financing Statement (Precautionary Filing — SBF to Depositor)

DEBTOR:

SECURED PARTY:

PURPOSE OF FILING:

This financing statement is filed on a precautionary basis only. The parties intend that the sale of the Receivables from Skybridge Fintech Ltd. ("SBF") to SkyLend Funding LLC (the "Depositor") pursuant to the Receivables Purchase Agreement constitutes a true sale and absolute transfer and not a secured financing. This financing statement is being filed solely in the event that, notwithstanding the intent of the parties, such sale is recharacterized by a court of competent jurisdiction as a pledge or secured financing rather than a true sale. The filing of this financing statement shall not be construed as evidence that such sale is anything other than a true sale.

COLLATERAL DESCRIPTION:

All consumer installment-loan receivables originated by SBF through the SkyLend lending platform and all related rights, collections, and proceeds sold or transferred to the Depositor pursuant to the Receivables Purchase Agreement dated as of [●], 2024, including all accounts, payment intangibles, general intangibles, and instruments (each as defined in the Uniform Commercial Code) related thereto, and all Proceeds (as defined in UCC §9-102(a)(64)) of the foregoing.

FILING OFFICE: Office of the Secretary of State of the State of Delaware.

Field	Information
Name	SkyLend Receivables Trust 2024-1
EIN	93-4201855
Mailing Address	c/o Keymark Trust Company, N.A., 600 North King Street, Wilmington, DE 19801
Type of Organization	Delaware statutory trust
Jurisdiction of Organization	Delaware
Organizational ID	[●] (Delaware Secretary of State file number)
Field	Information
Name	Atlantic Fiduciary Services, Inc., as Indenture Trustee
Mailing Address	2 Christiana Centre, Suite 1400, Wilmington, DE 19801
Field	Information
Name	SkyLend Funding LLC
EIN	93-4187620
Mailing Address	1400 Market Street, Suite 1210, Wilmington, DE 19801
Type of Organization	Delaware limited liability company
Jurisdiction of Organization	Delaware
Organizational ID	[●] (Delaware Secretary of State file number)
Field	Information
Name	SkyLend Receivables Trust 2024-1
Mailing Address	c/o Keymark Trust Company, N.A., 600 North King Street, Wilmington, DE 19801
Field	Information
Name	Skybridge Fintech Ltd.
EIN	84-3291076
Mailing Address	1400 Market Street, Suite 1210, Wilmington, DE 19801
Type of Organization	Delaware corporation

Jurisdiction of Organization	Delaware
Organizational ID	[●] (Delaware Secretary of State file number)
Field	Information
Name	SkyLend Funding LLC
Mailing Address	1400 Market Street, Suite 1210, Wilmington, DE 19801

DRAFT — FOR DISCUSSION PURPOSES ONLY — NOT FOR DELIVERY OR RELIANCE
Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
[●], 2024
C&H Matter No. 1009-00005
SkyLend Receivables Trust 2024-1 c/o Keymark Trust Company, National Association, as Owner Trustee 600 North King Street Wilmington, Delaware 19801
Atlantic Fiduciary Services, Inc., as Indenture Trustee, Paying Agent, Note Registrar, and Custodian 2 Christiana Centre, Suite 1400 Wilmington, Delaware 19801
Halcyon Securities LLC, as Initial Purchaser 200 Vesey Street, 42nd Floor New York, New York 10281
Re: $170,000,000 Class A Asset-Backed Notes and $22,000,000 Class B Asset-Backed Notes issued by SkyLend Receivables Trust 2024-1
Ladies and Gentlemen:
I. INTRODUCTION
We have acted as counsel to Skybridge Fintech Ltd., a Delaware corporation ("SBF"), SkyLend Funding LLC, a Delaware single-member limited liability company (the "Depositor"), and SkyLend Receivables Trust 2024-1, a Delaware statutory trust (the "Issuer" or the "Trust"), in connection with the issuance by the Trust of (a) $170,000,000 aggregate principal amount of Class A Asset-Backed Notes (the "Class A Notes") and (b) $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"). The Notes have an aggregate principal amount of $192,000,000. The total transaction value is approximately $200,000,000, inclusive of an $8,000,000 subordinated residual interest retained by SBF through the Depositor.
The Notes are being offered and sold in a private placement (the "Offering") exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and Rule 144A promulgated thereunder, and outside the United States in reliance on Regulation S under the Securities Act. The CUSIP prefix 87165Q has been allocated to the Notes but remains unused as of the date hereof.
This opinion letter (this "Opinion") is being delivered pursuant to the requirements of Section [●] of the Indenture (as defined below) and Section [●] of the Preliminary Purchase Agreement (as defined below). Unless otherwise indicated, all references to statutory sections are to the Uniform Commercial Code as in effect in the relevant jurisdiction.
II. DOCUMENTS REVIEWED
In connection with the preparation of this Opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Opinion Documents"):
1. Indenture (draft dated March 4, 2024) (the "Indenture"), between SkyLend Receivables Trust 2024-1, as issuer, and Atlantic Fiduciary Services, Inc. ("AFS"), as indenture trustee, paying agent, note registrar, and custodian. The corporate trust officer responsible for AFS in connection with the Indenture is David Moynihan, and AFS's principal corporate trust office is located at 2 Christiana Centre, Suite 1400, Wilmington, Delaware 19801.
2. Receivables Purchase Agreement (draft dated March 11, 2024) (the "RPA"), between Skybridge Fintech Ltd., as seller and originator, and SkyLend Funding LLC, as purchaser and depositor.
3. Sale and Servicing Agreement (draft dated March 11, 2024) (the "SSA"), 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 (principal office: 8800 Brecksville Road, Suite 300, Cleveland, Ohio 44141), as sub-servicer.
4. Trust Agreement (dated February 14, 2024) (the "Trust Agreement"), between SkyLend Funding LLC, as depositor, and Keymark Trust Company, National Association ("Keymark"), as owner trustee. The trust officer responsible for Keymark in connection with the Trust Agreement is Elaine Marchetti, and Keymark's principal office is located at 600 North King Street, Wilmington, Delaware 19801.
5. Limited Liability Company Agreement of SkyLend Funding LLC (dated January 30, 2024) (the "LLC Agreement"), with Skybridge Fintech Ltd. as sole member and Danielle Prescott as Manager.
6. Certificate of Formation of SkyLend Funding LLC, filed with the Secretary of State of the State of Delaware on January 30, 2024 (EIN: 93-4187620).
7. Certificate of Trust of SkyLend Receivables Trust 2024-1, filed with the Secretary of State of the State of Delaware on February 14, 2024 (EIN: 93-4201855).
8. Preliminary Purchase Agreement (draft dated February 20, 2024) (the "PPA"), among SkyLend Receivables Trust 2024-1, Skybridge Fintech Ltd., SkyLend Funding LLC, and Halcyon Securities LLC, as initial purchaser. Halcyon Securities LLC's principal office is located at 200 Vesey Street, 42nd Floor, New York, New York 10281 (deal reference HLC-ABS-2024-017).
9. Account Control Agreement (draft) (the "ACA"), among SkyLend Receivables Trust 2024-1, Atlantic Fiduciary Services, Inc., as indenture trustee, and Keymark Trust Company, N.A., as collection-account bank.
10. Amendment No. 1 to Master Servicing Agreement (executed March 18, 2024), between Skybridge Fintech Ltd. and Clearview Loan Servicing, Inc. (Servicing Account No. CLS-SBF-2022-0041; original Master Servicing Agreement dated October 1, 2022).
11. Secretary's Certificate and Board Resolutions of Skybridge Fintech Ltd., authorizing the securitization, the formation of the special-purpose vehicles, and the execution and delivery of the transaction documents by SBF and by officers or agents of SBF on behalf of the Depositor and the Trust.
12. Preliminary Offering Memorandum, dated April 5, 2024.
13. Schedule of Eligibility Criteria and Representations & Warranties (the "Eligibility Schedule"), setting forth the eligibility criteria applicable to the Receivables comprising the initial pool.
14. UCC Lien Search Results — the results of searches of Uniform Commercial Code financing statement filings conducted in the offices of (a) the Secretary of State of the State of Delaware (with respect to SBF, the Depositor, and the Trust, each as debtor) and (b) the Secretary of State of the State of Ohio (with respect to Clearview Loan Servicing, Inc., as debtor), in each case as of [●], 2024 (collectively, the "Lien Search Results").
15. Certificates of Good Standing for each of SBF, the Depositor, and the Trust, issued by the Secretary of State of the State of Delaware, each dated [●], 2024.
16. Such other documents, records, certificates, instruments, and agreements as we have deemed necessary or appropriate for purposes of the opinions expressed herein.
We have not independently verified any of the factual matters set forth in the documents and certificates referenced above and have relied upon the same for purposes of this Opinion.
III. DEFINITIONS
Capitalized terms used but not otherwise defined in this Opinion have the meanings assigned to such terms in the Indenture. In addition, the following terms shall have the meanings set forth below for purposes of this Opinion:
"Collateral" means all right, title, and interest of the Trust in and to the property and assets described in the Granting Clause of the Indenture, including: (a) the Receivables (consisting of approximately 23,100 consumer installment-loan receivables with an aggregate outstanding principal balance of approximately $213,750,000, from which a final pool with an aggregate outstanding principal balance of $200,000,000 is to be selected pursuant to the eligibility criteria set forth in the Eligibility Schedule, with a cut-off date of March 31, 2024); (b) all Collections and other proceeds thereof; (c) the Collection Account and the Reserve Account (with an initial reserve balance of $2,000,000, representing 1.00% of $200,000,000); (d) all rights of the Trust under the SSA and the RPA; (e) all security interests or liens and property subject thereto from time to time granted to or held by the Trust; (f) all books, records, ledger sheets, data processing records, computer software, and other documents relating to the Receivables; (g) all "general intangibles," "payment intangibles," "instruments," and "accounts" (as each such term is defined in the UCC) related to the foregoing; and (h) all Proceeds (as defined in UCC §9-102(a)(64)) of the foregoing.
"Receivables" means the unsecured consumer installment-loan receivables originated by Skybridge Fintech Ltd. through the SkyLend lending platform and transferred to the Trust through the two-step transfer chain described herein. The Receivables consist of consumer installment loans in original principal amounts ranging from $1,000 to $25,000, with terms of 12 to 60 months. The pool is expected to have the following aggregate characteristics as of the cut-off date: a weighted-average coupon ("WAC") of approximately 14.82%, a weighted-average remaining term of approximately 38.4 months, and a weighted-average FICO score at origination of approximately 698. No single obligor accounts for more than 0.15% of the pool balance (i.e., no more than approximately $300,000), and no single state represents more than 20% of the aggregate pool balance.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York (the governing law of the Indenture) and the State of Delaware (the jurisdiction of organization of each of SBF, the Depositor, and the Trust). All references to specific UCC sections are to the corresponding sections of the New York UCC (N.Y. U.C.C. Law) and the Delaware UCC (6 Del. C. §§ 1-101 et seq.), unless the context otherwise requires.
"Secured Party" means Atlantic Fiduciary Services, Inc., in its capacity as indenture trustee under the Indenture, acting for the benefit of the holders of the Notes (collectively, the "Noteholders").
"Debtor" means SkyLend Receivables Trust 2024-1, in its capacity as debtor under the security agreement constituted by the Granting Clause of the Indenture.
IV. ASSUMPTIONS
The opinions expressed herein are subject to, and are based upon, each of the following assumptions, without independent investigation or verification on our part:
1. Genuineness of Signatures and Authenticity of Documents. All documents submitted to us as originals are authentic, complete, and accurate. All documents submitted to us as copies conform to the originals thereof. All signatures on documents we have examined are genuine. All natural persons who have executed documents reviewed by us had, at the time of execution, the legal capacity to do so. Each document reviewed by us that purports to have been certified has been duly and accurately certified by the officer or person indicated.
2. Capacity and Authority. Each party to the Opinion Documents (other than SBF, the Depositor, and the Trust, as to which we express the opinions set forth herein) has the requisite organizational power, authority, and legal right to execute, deliver, and perform its respective obligations under each of the Opinion Documents to which it is a party. All such Opinion Documents have been duly authorized, executed, and delivered by each such party and constitute the legal, valid, binding, and enforceable obligation of each such party, enforceable against such party in accordance with its terms.
3. Value. AFS, as indenture trustee, has given "value" within the meaning of UCC §1-204 for the security interest granted under the Indenture. Such value consists of AFS's undertaking and commitment to hold, administer, and distribute the Collateral for the benefit of the Noteholders in connection with the issuance of the Notes and the application of the proceeds thereof as contemplated by the Indenture and the related transaction documents.
4. No Prior Liens or Encumbrances. Other than as described in the Lien Search Results, no financing statements or other documents or instruments creating, evidencing, or perfecting a lien on, or security interest in, any of the Collateral have been filed or recorded in any filing office or public registry. No person or entity other than AFS has possession or control of any of the Collateral for the purpose of perfecting a security interest therein.
5. Accuracy of Representations and Warranties. The representations and warranties made by the parties in the Opinion Documents (including, without limitation, the eligibility criteria and the representations and warranties relating to the Receivables set forth in the Eligibility Schedule) are true and correct in all material respects as of the date hereof and as of the Closing Date (as defined in the Indenture).
6. True-Sale Characterization. The transfer of the Receivables from SBF to the Depositor pursuant to the RPA constitutes a "true sale" and absolute transfer of such Receivables, and does not constitute a mere pledge or secured financing. Similarly, the transfer of the Receivables from the Depositor to the Trust pursuant to the SSA constitutes a "true sale" and absolute transfer, and does not constitute a mere pledge or secured financing. These characterizations are separately addressed in the True-Sale Opinion being delivered by this firm concurrently herewith. As a consequence of such true-sale characterization, the Trust has acquired all right, title, and interest in and to the Receivables free and clear of any security interest, lien, claim, or encumbrance of SBF, the Depositor, or any creditor of either of them.
7. Bankruptcy Remoteness; Non-Consolidation. Neither the Depositor nor the Trust would be substantively consolidated with SBF in a proceeding under the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.) (the "Bankruptcy Code"). This characterization is separately addressed in the Non-Consolidation Opinion being delivered by this firm concurrently herewith. Each of the Depositor and the Trust has been formed and is operated as a bankruptcy-remote special-purpose entity in accordance with the requirements of the LLC Agreement and the Trust Agreement, respectively.
8. Good Standing. Each of SBF, the Depositor, and the Trust is validly existing and in good standing under the laws of the State of Delaware as of the date of this Opinion, as evidenced by the certificates of good standing referenced in Section II above.
9. Debtor's Name. The name of the Trust as it appears on the relevant UCC financing statements described herein and attached hereto as Exhibit A is identical to the exact legal name of the Trust as set forth on the public organic record of the Secretary of State of the State of Delaware (i.e., "SkyLend Receivables Trust 2024-1"), as required by UCC §9-503(a)(1).
10. Filing Office. All UCC financing statements described herein have been or will be filed in the appropriate filing office as determined under UCC §9-301 and §9-307. Because the Trust is a registered organization organized under the laws of the State of Delaware (specifically, a Delaware statutory trust formed pursuant to the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq.), the proper filing office is the office of the Secretary of State of the State of Delaware, as provided in UCC §9-501(a)(2).
11. Classification of Receivables. The Receivables constitute either "accounts," "payment intangibles," or "general intangibles" (and not "instruments," "chattel paper," "deposit accounts," "letter-of-credit rights," or "investment property") under UCC Article 9 as in effect in the State of New York and the State of Delaware. To the extent any Receivable has been evidenced by a promissory note or other writing that constitutes an "instrument" under the UCC, we have assumed that such writing has been surrendered or destroyed and that the relevant Receivable is no longer classified as an "instrument."
12. No Federal Preemption. No federal law, rule, or regulation preempts, displaces, or otherwise renders inapplicable the provisions of UCC Article 9 to the creation, attachment, perfection, or priority of the security interests described in the Opinion Documents. Without limiting the generality of the foregoing, we have assumed that neither the National Bank Act, the Federal Deposit Insurance Act, nor any regulation promulgated thereunder operates to preempt the application of UCC Article 9 to the transactions described herein.
V. OPINIONS
Based upon and subject to the foregoing, and subject further to the qualifications and limitations set forth in Section VI below, we are of the opinion that:
Opinion 1 — Attachment of Security Interest (UCC §9-203)
The Indenture creates a valid security interest in favor of AFS, as indenture trustee for the benefit of the Noteholders, in all right, title, and interest of SkyLend Receivables Trust 2024-1 in and to the Collateral as described in the Granting Clause of the Indenture. The Collateral subject to such security interest includes, without limitation, the Receivables, all Collections and other payments on or in respect of the Receivables, the Collection Account, the Reserve Account, all rights of the Trust under the SSA and the RPA, all general intangibles, payment intangibles, accounts, and instruments related to the foregoing, and all Proceeds thereof.
The security interest described above has attached (or, with respect to after-acquired Collateral, will attach upon the Trust's acquisition of rights therein) under UCC §9-203(b) because each of the three conditions to attachment specified in that section has been satisfied:
(i) Value has been given. Value has been given within the meaning of UCC §1-204 by AFS's acceptance of the trusteeship under the Indenture and its undertaking to hold and administer the Collateral for the benefit of the Noteholders in connection with the issuance of the Notes. Additionally, value has been given through the Noteholders' payment of the purchase price for the Notes, the proceeds of which were applied to acquire the Collateral.
(ii) The Trust has rights in the Collateral. The Trust has acquired rights in the Collateral by virtue of the two-step transfer chain: (a) SBF's sale of the Receivables and related assets to the Depositor pursuant to the RPA, and (b) the Depositor's sale of the Receivables and related assets to the Trust pursuant to the SSA. As noted in Assumption 6 above, we have assumed that each such transfer constitutes a true sale and that the Trust has acquired all right, title, and interest in the Receivables free and clear of any lien, claim, or encumbrance of SBF or the Depositor.
(iii) The Trust has authenticated a security agreement containing a sufficient description of the Collateral. The Trust, acting through Keymark as owner trustee, has authenticated the Indenture, which constitutes a "security agreement" within the meaning of UCC §9-102(a)(74). The Granting Clause of the Indenture provides a description of the Collateral that is sufficient to satisfy the requirements of UCC §9-203(b)(3)(A) and §9-108, in that it reasonably identifies the Collateral by specific listing, category, and type.
Accordingly, the Granting Clause of the Indenture grants to AFS, for the benefit of the Noteholders, a security interest in all of the Trust's assets constituting the Collateral, and such security interest has attached (or, with respect to after-acquired Collateral, will attach upon the Trust's acquisition of rights therein) in accordance with UCC §9-203.
Opinion 2 — Perfection by Filing (UCC §9-310, §9-312)
The security interest of AFS in the Receivables, Collections, and related general intangibles and payment intangibles (to the extent classified as "accounts," "payment intangibles," or "general intangibles" under UCC Article 9) is or will be perfected upon the filing of a UCC-1 financing statement (substantially in the form attached hereto as Exhibit A) in the office of the Secretary of State of the State of Delaware.
Under UCC §9-310(a), a financing statement must be filed to perfect a security interest in collateral unless one of the exceptions set forth in §9-310(b) applies. Because the Receivables are classified as "accounts," "payment intangibles," or "general intangibles," none of the exceptions to the filing requirement is applicable, and perfection by filing is both available and required (except to the extent that the Receivables are "payment intangibles" and the security interest arises from a sale thereof, in which case perfection would be automatic under §9-309(3) — a result that would also support our opinion). Filing a financing statement, however, will in all events perfect the security interest without regard to whether the transfer is characterized as a sale or a grant of a security interest.
The office of the Secretary of State of the State of Delaware is the proper filing office under UCC §9-501(a)(2) because the Trust is a "registered organization" organized under the laws of Delaware. Pursuant to UCC §9-307(e), the Trust's location for purposes of UCC Article 9 is the State of Delaware, and pursuant to UCC §9-301(1), the local law of the jurisdiction in which the debtor is located governs perfection by filing.
The financing statement must satisfy the requirements of UCC §9-502 and §9-503 in order to be effective. Specifically, the financing statement must: (a) provide the exact legal name of the debtor as set forth on the public organic record filed with the Delaware Secretary of State (i.e., "SkyLend Receivables Trust 2024-1"), as required by §9-503(a)(1); (b) provide the name of the secured party or its representative (i.e., Atlantic Fiduciary Services, Inc.); and (c) indicate the collateral covered by the financing statement with a description that satisfies §9-504. The form of UCC-1 financing statement attached hereto as Exhibit A complies with these requirements.
The initial financing statement is to be filed simultaneously with or prior to the Closing Date. We note that, pursuant to UCC §9-515(a), a filed financing statement is effective for a period of five years after the date of filing. To maintain perfection after such five-year period, a continuation statement must be filed within the six-month window preceding the expiration of the financing statement, as provided in UCC §9-515(d). Failure to timely file a continuation statement will result in the lapse of the financing statement and the loss of perfection.
Opinion 3 — Perfection by Control (UCC §9-104, §9-314) — Deposit Accounts
To the extent the Collateral includes "deposit accounts" within the meaning of UCC §9-102(a)(29) — specifically, the Collection Account and the Reserve Account maintained at Keymark Trust Company, N.A. — the security interest of AFS in such deposit accounts is or will be perfected by "control" within the meaning of UCC §9-104, pursuant to the Account Control Agreement among the Trust, AFS, and Keymark.
Under UCC §9-312(b)(1), a security interest in a deposit account may be perfected only by control. Filing a financing statement is not sufficient to perfect a security interest in a deposit account. Accordingly, perfection of AFS's security interest in the Collection Account and the Reserve Account depends on AFS's having obtained "control" of such accounts.
UCC §9-104 provides three methods by which a secured party may obtain control of a deposit account. The method employed in this transaction is that described in UCC §9-104(a)(2): the depository bank (Keymark) has agreed, pursuant to the Account Control Agreement, to comply with instructions originated by the secured party (AFS) directing disposition of the funds in the deposit accounts without further consent of the depositor (the Trust). This arrangement satisfies the requirements of §9-104(a)(2) and establishes AFS's "control" over the Collection Account and the Reserve Account.
We note that, under UCC §9-104(a)(1), a secured party also has control of a deposit account if the secured party is the bank with which the deposit account is maintained. Because AFS is not the depository bank for the Collection Account or the Reserve Account (Keymark serves in that capacity), §9-104(a)(1) does not independently apply. However, the Account Control Agreement independently satisfies the control requirements under §9-104(a)(2), and no additional perfection steps are required with respect to the deposit accounts so long as the Account Control Agreement remains in full force and effect.
Opinion 4 — Perfection as to Proceeds (UCC §9-315)
The security interest of AFS in identifiable Proceeds of the Collateral is automatically perfected under UCC §9-315(c) and (d), subject to the conditions specified therein.
Under UCC §9-315(a)(2), a security interest attaches to any identifiable proceeds of collateral in which the secured party has a perfected security interest. Under UCC §9-315(c), a security interest in proceeds is a perfected security interest if the security interest in the original collateral was perfected. Under UCC §9-315(d), a perfected security interest in proceeds remains perfected beyond the 20-day period specified in §9-315(d) if: (i) a filed financing statement covers the original collateral and the proceeds are collateral in which a security interest may be perfected by filing in the same office (§9-315(d)(1)); (ii) the proceeds are identifiable cash proceeds (§9-315(d)(2)); or (iii) the security interest in the proceeds is perfected under another provision of Article 9 when the 20-day period expires (§9-315(d)(3)).
All cash collections received on the Receivables and deposited into the Collection Account constitute identifiable cash proceeds of the Receivables within the meaning of UCC §9-315(d)(2). Accordingly, AFS's security interest in such cash proceeds is automatically and continuously perfected so long as such proceeds remain identifiable, without the need for any additional filing or perfection steps.
To the extent that Proceeds consist of property of a type covered by the financing statement filed in connection with the original Collateral (e.g., additional accounts, general intangibles, or payment intangibles), the security interest in such Proceeds will also remain perfected under UCC §9-315(d)(1), provided that the financing statement remains effective and covers the type of property constituting such Proceeds.
Opinion 5 — Priority (UCC §9-322)
Based upon the Lien Search Results, and subject to the assumptions and qualifications stated herein (including, without limitation, the assumptions set forth in paragraphs 4 and 5 of Section IV above), the security interest of AFS in the Collateral constitutes a first-priority perfected security interest, subject to no prior or senior liens, encumbrances, or security interests other than as may be disclosed in the Lien Search Results.
Priority of AFS's security interest in the Collateral (other than the deposit accounts) is established under UCC §9-322(a)(1), which provides that conflicting perfected security interests rank according to priority in time of filing or perfection (the "first-to-file-or-perfect" rule). Based on our review of the Lien Search Results, no prior financing statements naming the Trust as debtor have been filed in the office of the Secretary of State of the State of Delaware covering any of the Collateral. Accordingly, upon the filing of the financing statement described in Opinion 2 above, AFS's security interest will be first in priority under the first-to-file-or-perfect rule.
With respect to the deposit accounts included in the Collateral (i.e., the Collection Account and the Reserve Account), priority is determined under UCC §9-327 rather than §9-322. Under §9-327(1), a security interest held by a secured party having control of the deposit account has priority over a conflicting security interest held by a secured party that does not have control. Because AFS has obtained control of the Collection Account and the Reserve Account through the Account Control Agreement (as described in Opinion 3 above), AFS's security interest in such accounts has priority over any competing security interest that is not perfected by control or held by the depository bank itself.
We express no opinion as to the priority of AFS's security interest relative to (a) any liens or interests arising under applicable federal, state, or local tax laws, (b) any statutory liens or judgment liens that do not require a UCC filing for perfection, or (c) any liens or interests arising after the date of the Lien Search Results.
Opinion 6 — Enforceability
The security interest created by the Indenture in favor of AFS in the Collateral is enforceable against the Trust (as debtor), against purchasers of the Collateral, and against creditors of the Trust, in each case in accordance with the terms of the Indenture and subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors' rights generally, and subject to the application of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
The enforceability of the security interest arises from the satisfaction of the requirements of UCC §9-203 (as described in Opinion 1 above) and the perfection of such security interest (as described in Opinions 2, 3, and 4 above). Once attached and perfected, a security interest is enforceable against third parties to the extent provided in UCC Article 9 and applicable law.
VI. QUALIFICATIONS AND LIMITATIONS
The opinions expressed herein are subject to the following qualifications and limitations:
A. Governing-Law Limitation
This Opinion is limited to the laws of the State of New York (as the governing law of the Indenture) and the Uniform Commercial Code as adopted and in effect in the State of New York (the "NY UCC") and the State of Delaware (the "DE UCC"). We express no opinion as to the laws of any other jurisdiction, including, without limitation, the State of Ohio (the jurisdiction of organization of Clearview Loan Servicing, Inc., the sub-servicer under the SSA). We are members of the Bar of the State of New York and do not purport to be experts in the laws of the State of Delaware; however, we note that the relevant provisions of UCC Article 9 as adopted in New York and Delaware are substantively identical in all respects material to the opinions expressed herein.
B. Bankruptcy and Insolvency Qualification
All opinions expressed herein are subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, and similar laws of general applicability affecting creditors' rights and remedies generally, as in effect from time to time. All opinions are also subject to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether enforcement is considered in a proceeding in equity or at law.
Without limiting the generality of the foregoing, we note that the enforceability and priority of the security interest described herein may be affected by, among other things:
(i) Section 552 of the Bankruptcy Code, which limits the extent to which a security interest in after-acquired property is enforceable against property acquired by the estate after the commencement of a bankruptcy case;
(ii) Section 544 of the Bankruptcy Code (the "strong-arm" clause), which grants a bankruptcy trustee the rights and powers of a hypothetical lien creditor and a hypothetical bona fide purchaser as of the commencement of the case;
(iii) Section 547 of the Bankruptcy Code, which permits a bankruptcy trustee to avoid certain preferential transfers made within 90 days (or, in the case of insiders, one year) before the filing of a bankruptcy petition; and
(iv) Section 548 of the Bankruptcy Code, which permits a bankruptcy trustee to avoid certain transfers made within two years before the filing of a bankruptcy petition if such transfers were made with actual or constructive fraudulent intent.
These provisions could apply in the event of a bankruptcy filing by the Trust, the Depositor, or SBF.
C. True-Sale Qualification
The opinions expressed in this letter are premised on the assumption that the transfers of the Receivables from SBF to the Depositor pursuant to the RPA, and from the Depositor to the Trust pursuant to the SSA, are characterized as true sales and absolute transfers and not as secured financings. This assumption is critical to the opinions expressed herein.
If a court of competent jurisdiction were to recharacterize either or both of such transfers as a pledge or secured financing rather than a true sale, the security interest of AFS in the Receivables would be subject to the competing interests (if any) of SBF's creditors (in the case of recharacterization of the RPA transfer) or the Depositor's creditors (in the case of recharacterization of the SSA transfer). In such event, additional UCC financing statements and perfection steps not addressed in this Opinion would be required to perfect a security interest in the Receivables in favor of AFS, and the priority of AFS's security interest could be adversely affected. We note that the precautionary financing statements attached hereto as Exhibits B and C are intended to provide an additional layer of protection in the event of such recharacterization, but we express no opinion as to whether such precautionary filings would be sufficient in all circumstances to protect AFS's interest in the Receivables.
Reference is made to the separate True-Sale Opinion and Non-Consolidation Opinion being delivered by this firm concurrently herewith, which address the true-sale and non-consolidation issues in detail.
D. UCC Lien Search Limitations
The Lien Search Results reflect only financing statements and other filings of record in the offices of the Secretary of State of the State of Delaware and the Secretary of State of the State of Ohio as of the date and time specified in such results. The Lien Search Results may not reflect (a) financing statements filed after the date and time of the search, (b) financing statements filed in incorrect filing offices, (c) financing statements filed against the relevant entities under names other than the exact legal names used in the search, or (d) liens or encumbrances that are effective without a UCC filing.
We express no opinion as to the existence or absence of federal tax liens (which are filed pursuant to 26 U.S.C. §6323 and may be filed in offices other than the Delaware Secretary of State's office), state tax liens, judgment liens, mechanics' liens, or other statutory or common-law liens that do not require a UCC filing for their creation or perfection. The priority of AFS's security interest could be adversely affected by the existence of any such lien.
E. After-Acquired Receivables
To the extent Receivables are transferred to the Trust after the Closing Date — whether pursuant to the substitution or addition provisions of the SSA, or otherwise — the security interest of AFS will attach to such after-acquired Receivables upon the Trust's acquisition of rights therein, provided that the conditions to attachment set forth in UCC §9-203(b) continue to be satisfied at such time. Perfection of the security interest in such after-acquired Receivables will continue so long as the UCC-1 financing statement filed in connection with the original Collateral remains effective and covers the type of property constituting such after-acquired Receivables. The description of collateral in the financing statement attached hereto as Exhibit A is intended to be sufficiently broad to cover after-acquired Receivables of the type described therein.
We note that, in the event of a bankruptcy filing by the Trust, Section 552(a) of the Bankruptcy Code would generally limit the effectiveness of an after-acquired property clause, subject to the exception in Section 552(b) for proceeds, products, offspring, or profits of property subject to a pre-petition security interest.
F. Consumer-Transaction Limitations
The Receivables are consumer installment-loan receivables, and the underlying obligors on the Receivables are individual consumers. We note the following with respect to the application of UCC Article 9 in the consumer context:
(i) Under UCC §9-109(d)(13), Article 9 does not apply to an assignment of a deposit account in a consumer transaction. However, the transaction between the Trust and the Noteholders is not itself a "consumer transaction" as defined in UCC §9-102(a)(26), because the Trust is not an individual and the Notes are not acquired primarily for personal, family, or household purposes. Accordingly, this exclusion does not apply to the security interest granted by the Trust in the Collateral.
(ii) UCC §§9-404 through 9-406 preserve certain rights of "account debtors" (i.e., the underlying borrowers on the Receivables) that may limit the rights of AFS as assignee of the Receivables. These provisions generally preserve the account debtors' right to assert defenses and claims in recoupment against the assignee to the extent such defenses and claims could be asserted against the original obligee (SBF).
(iii) Various federal and state consumer-protection laws — including, without limitation, the Truth in Lending Act ("TILA") (15 U.S.C. §§ 1601 et seq.), the Equal Credit Opportunity Act ("ECOA") (15 U.S.C. §§ 1691 et seq.), the Fair Credit Reporting Act ("FCRA") (15 U.S.C. §§ 1681 et seq.), the Fair Debt Collection Practices Act ("FDCPA") (15 U.S.C. §§ 1692 et seq.), and applicable state usury and consumer-lending statutes — may affect the enforceability of individual Receivables and may impose obligations on AFS, the Trust, or the servicer in connection with the servicing and collection of the Receivables. We express no opinion as to the effect of any such laws on the Receivables or the Collateral.
G. No Opinion on Specific Receivables
We express no opinion as to the validity, enforceability, or collectibility of any individual Receivable included in the Collateral. The opinions expressed herein address only the creation, attachment, perfection, and priority of the security interest in the Receivables as a pool and in the other Collateral described herein. We have not reviewed any individual loan file, promissory note, loan agreement, or credit application relating to any Receivable, and we have relied entirely on the representations and warranties of SBF and the Depositor set forth in the RPA and the SSA with respect to the characteristics and enforceability of the Receivables.
H. Post-Closing Perfection Maintenance
The continued perfection of AFS's security interest in the Collateral is dependent upon, among other things:
(i) the timely filing of continuation statements with respect to the UCC-1 financing statement described in Opinion 2 above, in accordance with UCC §9-515 (i.e., within the six-month window preceding each five-year anniversary of the filing of the initial financing statement or the most recent continuation statement, as applicable);
(ii) the continued location of the Trust's jurisdiction of organization in the State of Delaware, and the absence of any change in the Trust's name, organizational structure, or organizational identification number that would render the financing statement seriously misleading under UCC §9-506;
(iii) the continued effectiveness of the Account Control Agreement and AFS's continued control of the Collection Account and the Reserve Account thereunder; and
(iv) the absence of any amendment, modification, or termination of the Indenture, the SSA, the RPA, or any other Opinion Document that would adversely affect the creation, attachment, perfection, or priority of the security interest.
We assume no obligation to monitor compliance with any of the foregoing requirements following the delivery of this Opinion.
VII. RELIANCE AND DELIVERY
This Opinion is being delivered solely for the benefit of the addressees hereof — namely, SkyLend Receivables Trust 2024-1, Atlantic Fiduciary Services, Inc. (in its capacity as indenture trustee, paying agent, note registrar, and custodian), and Halcyon Securities LLC (in its capacity as initial purchaser) — in connection with the securitization transaction described herein. This Opinion may not be relied upon by any other person or entity, or for any purpose other than the transaction described herein, without the prior written consent of Calderwood & Harkness LLP. This Opinion may not be quoted, referred to, or filed with any governmental authority or other person without our prior written consent, except as may be required by applicable law or regulation.
This Opinion speaks only as of the date of its delivery. We assume no obligation to update or supplement this Opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law (whether by legislative action, judicial decision, or otherwise) that may hereafter occur, even if such facts, circumstances, or changes would affect the opinions expressed herein.
IMPORTANT NOTICE: This Opinion is a draft that has been prepared for discussion purposes only. This Opinion was never finalized, executed, or delivered to any person. The securitization transaction described herein was terminated on May 8, 2024, and no Notes were issued. This draft is provided solely for the purpose of facilitating internal discussion among the transaction parties and their respective counsel. Any reliance on this draft by any person or entity is expressly disclaimed by Calderwood & Harkness LLP. This draft does not constitute a legal opinion of Calderwood & Harkness LLP and should not be treated as such.
VIII. SIGNATURE
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Theodore Langston
Title: Partner (Capital Markets)
By: ________
Name: Linda Osei
Title: Partner (Litigation — General)
Draft prepared by: Simone Laroche, Associate Reviewed by: Patrick Gallagher, Associate
C&H Matter No. 1009-00005
EXHIBIT A
Form of UCC-1 Financing Statement (Trust as Debtor — AFS as Secured Party)
DEBTOR:
SECURED PARTY:
COLLATERAL DESCRIPTION:
All right, title, and interest of the Debtor in and to: (i) all Receivables (as defined in the Indenture dated as of [●], 2024 (the "Indenture"), between SkyLend Receivables Trust 2024-1, as issuer, and Atlantic Fiduciary Services, Inc., as indenture trustee), including all consumer installment-loan receivables transferred to the Debtor pursuant to the Sale and Servicing Agreement dated as of [●], 2024 (the "SSA"); (ii) all Collections and other payments on or in respect of such Receivables; (iii) the Collection Account and the Reserve Account (each as defined in the Indenture); (iv) all rights of the Debtor under the Sale and Servicing Agreement, the Receivables Purchase Agreement dated as of [●], 2024 (the "RPA"), and any Administration Agreement related thereto; (v) all general intangibles, payment intangibles, accounts, and instruments (each as defined in the Uniform Commercial Code) related to the foregoing; and (vi) all Proceeds (as defined in UCC §9-102(a)(64)) of the foregoing.
FILING OFFICE: Office of the Secretary of State of the State of Delaware.
EXHIBIT B
Form of UCC-1 Financing Statement (Precautionary Filing — Depositor to Trust)
DEBTOR:
SECURED PARTY:
PURPOSE OF FILING:
This financing statement is filed on a precautionary basis only. The parties intend that the transfer of the Receivables from SkyLend Funding LLC (the "Depositor") to SkyLend Receivables Trust 2024-1 (the "Trust") pursuant to the Sale and Servicing Agreement constitutes a true sale and absolute transfer and not a secured financing. This financing statement is being filed solely in the event that, notwithstanding the intent of the parties, such transfer is recharacterized by a court of competent jurisdiction as a pledge or secured financing rather than a true sale. The filing of this financing statement shall not be construed as evidence that such transfer is anything other than a true sale.
COLLATERAL DESCRIPTION:
All consumer installment-loan receivables and all related rights, collections, and proceeds transferred from the Depositor to the Trust pursuant to the Sale and Servicing Agreement dated as of [●], 2024, including all accounts, payment intangibles, general intangibles, and instruments (each as defined in the Uniform Commercial Code) related thereto, and all Proceeds (as defined in UCC §9-102(a)(64)) of the foregoing.
FILING OFFICE: Office of the Secretary of State of the State of Delaware.
EXHIBIT C
Form of UCC-1 Financing Statement (Precautionary Filing — SBF to Depositor)
DEBTOR:
SECURED PARTY:
PURPOSE OF FILING:
This financing statement is filed on a precautionary basis only. The parties intend that the sale of the Receivables from Skybridge Fintech Ltd. ("SBF") to SkyLend Funding LLC (the "Depositor") pursuant to the Receivables Purchase Agreement constitutes a true sale and absolute transfer and not a secured financing. This financing statement is being filed solely in the event that, notwithstanding the intent of the parties, such sale is recharacterized by a court of competent jurisdiction as a pledge or secured financing rather than a true sale. The filing of this financing statement shall not be construed as evidence that such sale is anything other than a true sale.
COLLATERAL DESCRIPTION:
All consumer installment-loan receivables originated by SBF through the SkyLend lending platform and all related rights, collections, and proceeds sold or transferred to the Depositor pursuant to the Receivables Purchase Agreement dated as of [●], 2024, including all accounts, payment intangibles, general intangibles, and instruments (each as defined in the Uniform Commercial Code) related thereto, and all Proceeds (as defined in UCC §9-102(a)(64)) of the foregoing.
FILING OFFICE: Office of the Secretary of State of the State of Delaware.
Field | Information
Name | SkyLend Receivables Trust 2024-1
EIN | 93-4201855
Mailing Address | c/o Keymark Trust Company, N.A., 600 North King Street, Wilmington, DE 19801
Type of Organization | Delaware statutory trust
Jurisdiction of Organization | Delaware
Organizational ID | [●] (Delaware Secretary of State file number)
Field | Information
Name | Atlantic Fiduciary Services, Inc., as Indenture Trustee
Mailing Address | 2 Christiana Centre, Suite 1400, Wilmington, DE 19801
Field | Information
Name | SkyLend Funding LLC
EIN | 93-4187620
Mailing Address | 1400 Market Street, Suite 1210, Wilmington, DE 19801
Type of Organization | Delaware limited liability company
Jurisdiction of Organization | Delaware
Organizational ID | [●] (Delaware Secretary of State file number)
Field | Information
Name | SkyLend Receivables Trust 2024-1
Mailing Address | c/o Keymark Trust Company, N.A., 600 North King Street, Wilmington, DE 19801
Field | Information
Name | Skybridge Fintech Ltd.
EIN | 84-3291076
Mailing Address | 1400 Market Street, Suite 1210, Wilmington, DE 19801
Type of Organization | Delaware corporation
Jurisdiction of Organization | Delaware
Organizational ID | [●] (Delaware Secretary of State file number)
Field | Information
Name | SkyLend Funding LLC
Mailing Address | 1400 Market Street, Suite 1210, Wilmington, DE 19801

DRAFT — FOR DISCUSSION PURPOSES ONLY — NOT FOR DELIVERY OR RELIANCE

I. INTRODUCTION

II. DOCUMENTS REVIEWED

III. DEFINITIONS

IV. ASSUMPTIONS

V. OPINIONS

VI. QUALIFICATIONS AND LIMITATIONS

VII. RELIANCE AND DELIVERY

VIII. SIGNATURE

CALDERWOOD & HARKNESS LLP

EXHIBIT A

DEBTOR:

SECURED PARTY:

COLLATERAL DESCRIPTION:

EXHIBIT B

DEBTOR:

SECURED PARTY:

PURPOSE OF FILING:

COLLATERAL DESCRIPTION:

EXHIBIT C

DEBTOR:

SECURED PARTY:

PURPOSE OF FILING:

COLLATERAL DESCRIPTION:

Record

Parties

Dates

Amounts