termination-notice-halcyon.docx

1009-00005 · Skybridge Fintech Ltd · Termination

termination-notice-halcyon.docx DOCUMENT Funds

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CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

May 8, 2024

Via Email and FedEx

Rebecca Thornton Managing Director Halcyon Securities LLC 200 Vesey Street, 42nd Floor New York, New York 10281

Jonathan Kramer Head of ABS Origination Halcyon Securities LLC 200 Vesey Street, 42nd Floor New York, New York 10281

Copy to:

Harrison Whitfield III, Esq. Partner Whitfield, Drummond & Paige LLP 51 West 52nd Street New York, New York 10019

Re: Formal Notice of Termination — Preliminary Purchase Agreement dated February 20, 2024, by and among SkyLend Receivables Trust 2024-1, Skybridge Fintech Ltd., SkyLend Funding LLC, and Halcyon Securities LLC

Halcyon Deal Reference: HLC-ABS-2024-017 C&H Matter No. 1009-00005

Dear Ms. Thornton and Mr. Kramer:

We write on behalf of our client, Skybridge Fintech Ltd. ("SBF"), a Delaware corporation, in connection with the proposed securitization of consumer receivables through SkyLend Receivables Trust 2024-1, a Delaware statutory trust (the "Trust"). This letter constitutes formal written notice of termination of the Preliminary Purchase Agreement dated as of February 20, 2024 (the "PPA"), by and among the Trust, as issuer, SBF, as originator and sponsor, SkyLend Funding LLC, a Delaware limited liability company, as depositor (the "Depositor," and together with SBF and the Trust, the "Issuer Parties"), and Halcyon Securities LLC ("Halcyon"), as initial purchaser. This notice is delivered on behalf of each of SBF, the Depositor, and the Trust, each of which has duly authorized the delivery of this termination notice through its respective governing body or authorized representative.

I. Background and Recitals

As you are aware, the PPA was entered into in connection with a proposed $200,000,000 private placement of asset-backed notes (the "Notes") to be offered and sold pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S thereunder, secured by a pool of unsecured consumer installment-loan receivables originated by SBF through its proprietary consumer lending platform marketed under the brand name "SkyLend" (the "SkyLend Platform"). The proposed capital structure of the offering (the "Offering") contemplated the issuance of three classes of securities: (i) $170,000,000 aggregate principal amount of Class A Floating Rate Asset-Backed Notes (the "Class A Notes"); (ii) $22,000,000 aggregate principal amount of Class B Fixed Rate Asset-Backed Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes"); and (iii) $8,000,000 of subordinated residual interest (the "Residual Interest"), the latter to be retained by SBF in satisfaction of applicable risk-retention requirements under Regulation RR of the Securities Exchange Act of 1934, as amended.

In furtherance of the Offering, a Preliminary Offering Memorandum dated April 5, 2024 (the "Preliminary OM") was prepared and distributed by Halcyon, in its capacity as initial purchaser, to prospective qualified institutional buyers and non-U.S. persons in accordance with the marketing and distribution provisions of the PPA. An investor roadshow was conducted during the week of April 15 through April 19, 2024, during which presentations were made to twenty-eight (28) institutional investors across six cities. We further note that CUSIP prefix 87165Q was allocated to the Notes by CUSIP Global Services in anticipation of pricing and settlement, but no securities were issued under such prefix, and such CUSIPs remain unused.

II. Notice of Termination

Effective as of the date of this letter, May 8, 2024, each of SBF, the Depositor, and the Trust hereby formally terminates the PPA in accordance with its terms.

This termination is occasioned by a series of material developments that have occurred since the date of execution of the PPA, which have rendered the continuation of the Offering impracticable and inadvisable. Specifically, and without limitation:

(a) On or about April 22, 2024, Broadleaf Analytics Group LLC ("Broadleaf"), the independent third-party due diligence provider engaged by Halcyon pursuant to Section 4(c) of the PPA, identified and reported material discrepancies between the static-pool performance data reflected in the Preliminary OM — including, without limitation, cumulative net loss curves, delinquency migration rates, and prepayment speed assumptions for the 2022-Q3 through 2023-Q4 vintage cohorts — and the actual underlying loan-tape records provided by SBF through its secure data room. These discrepancies were documented in Broadleaf's preliminary exception report dated April 23, 2024, and supplemented by its revised exception report dated April 25, 2024, copies of which were provided to both Halcyon and SBF.

(b) On April 26, 2024, Halcyon formally suspended all marketing activities related to the Offering and delivered to SBF a written notice invoking the material-change and force-majeure provisions of the PPA (the "Halcyon Suspension Notice"), citing the Broadleaf findings and the resulting inability to confirm the accuracy and completeness of the Preliminary OM.

(c) On April 29, 2024, Carrollton Ratings Group LLC ("Carrollton") placed its expected ratings on the Class A Notes ("AA (sf) (expected)") and the Class B Notes ("A (sf) (expected)") on "developing" watch, citing the ongoing review of the static-pool performance data and the potential for material revisions to loss and cash-flow assumptions underlying its credit analysis.

(d) On May 1, 2024, Meridian Credit Ratings, Inc. ("Meridian") formally withdrew its preliminary ratings on both the Class A Notes and the Class B Notes, effective immediately, stating that it was no longer in a position to confirm the accuracy of the collateral performance data upon which its preliminary ratings analysis was based.

(e) On May 3, 2024, the Board of Directors of SBF, after consultation with management and outside counsel, determined that, in light of the foregoing developments, it was in the best interests of SBF, the Depositor, and the Trust to terminate the Offering and the PPA, and authorized the issuance of this termination notice.

In light of the foregoing developments, the parties are unable to proceed to pricing and closing of the Offering. No pricing agreement was executed, no Notes were issued, and no closing occurred. Formal termination of the PPA is therefore both appropriate and necessary.

III. Acknowledgment of Expense-Reimbursement Obligation

SBF acknowledges that, pursuant to Section 7(b) of the PPA, in the event of termination of the PPA by the Issuer Parties, SBF is responsible for the reimbursement of Halcyon's reasonable, documented out-of-pocket expenses actually incurred in connection with the Offering, including but not limited to legal fees, due diligence costs, printing and distribution expenses, travel expenses, and rating agency application fees. SBF does not dispute its obligation to reimburse Halcyon for such expenses and acknowledges the aggregate amount of $387,500.00 as set forth in Halcyon's preliminary expense statement delivered on May 6, 2024, subject to receipt of a final, itemized invoice with supporting documentation as described below.

SBF respectfully requests that Halcyon deliver a final, itemized invoice, accompanied by customary supporting documentation (including, where applicable, third-party invoices, receipts, and fee schedules), for all reimbursable expenses to the following addresses:

Danielle Prescott Chief Financial Officer Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, Delaware 19801

Email: d.prescott@skybridgefintech.com

and

Theodore Langston Partner Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017

Email: t.langston@calderwoodharkness.com

Upon receipt of a conforming invoice and supporting documentation in accordance with the foregoing, SBF will make payment of the agreed reimbursement amount within the timeframe specified in Section 7(b) of the PPA (i.e., thirty (30) business days following receipt of a complete and conforming invoice).

IV. Underwriting discount and Placement Fee

For the avoidance of doubt, we confirm that no underwriting discount, placement fee, or initial purchaser's commission is owed by any Issuer Party to Halcyon in connection with the termination of the PPA. As set forth in Section 3(a) of the PPA, the initial purchaser's discount of 1.00% of the aggregate principal amount of the Notes placed (which, at the proposed offering size, would have amounted to $2,000,000.00) was expressly contingent upon the successful pricing, settlement, and closing of the Offering. No pricing occurred, no Notes were issued, and no closing took place. Accordingly, no underwriting discount, placement fee, or success-based compensation of any kind has been earned or is payable.

We further confirm that the PPA does not provide for, and no party is owed, any break-up fee, termination fee, or similar payment in connection with the termination of the PPA or the discontinuation of the Offering.

V. Reservation of Rights

Each of SBF, the Depositor, and the Trust hereby expressly reserves all of its respective rights, remedies, claims, and defenses under the PPA, at law, and in equity, whether now known or hereafter arising, including without limitation:

(a) Any and all claims arising out of or relating to the servicing-data discrepancy identified by Broadleaf, the conduct of the due diligence process (including the timing and manner in which the discrepancies were identified and reported), the preparation and distribution of the Preliminary OM, or any other matter related to the Offering or the PPA;

(b) Any and all rights to assert defenses, counterclaims, cross-claims, or setoffs against any claims that may be asserted by Halcyon, Broadleaf, or any other person or entity in connection with the Offering, the PPA, or the transactions contemplated thereby; and

(c) Any and all rights under the indemnification, contribution, and other protective provisions of the PPA, including without limitation Sections 8(a), 8(b), and 8(c) thereof.

Nothing in this notice shall be construed as, or deemed to constitute, a waiver, release, relinquishment, or limitation of any right, remedy, claim, or defense available to SBF, the Depositor, or the Trust under the PPA, at law, in equity, or otherwise, whether arising before, on, or after the date hereof. The acknowledgment of the expense-reimbursement obligation set forth in Section III above shall not be deemed an admission of liability or fault with respect to any other matter.

SBF is aware that Halcyon has adopted a reservation-of-rights posture with respect to the matters described herein, as communicated in Halcyon's correspondence dated May 2, 2024. This termination notice is issued without prejudice to SBF's ability to respond fully to, and defend against, any claims, demands, or assertions that Halcyon may elect to make in connection with the Offering, the PPA, or the termination thereof.

VI. Ongoing Obligations; Survival

The Issuer Parties acknowledge that certain provisions of the PPA expressly survive termination in accordance with their terms. Without limiting the generality of the foregoing, the following provisions of the PPA, among others, remain in full force and effect following the date of termination: (i) Section 7(b) (Expense Reimbursement); (ii) Section 8 (Indemnification); (iii) Section 9 (Contribution); (iv) Section 12 (Confidentiality); and (v) Section 15 (Governing Law; Jurisdiction; Waiver of Jury Trial).

SBF respectfully requests that Halcyon continue to comply with all surviving obligations under the PPA, including without limitation the confidentiality provisions set forth in Section 12 thereof, as they relate to SBF's proprietary loan data, pool-level and loan-level information, underwriting criteria, scoring models, performance data, the Preliminary OM, and all other confidential or proprietary information provided to Halcyon, Broadleaf, or any of Halcyon's affiliates, agents, or representatives in connection with the Offering (collectively, "Confidential Information").

In accordance with Section 12(d) of the PPA, SBF hereby requests that Halcyon promptly confirm in writing (i) the destruction or return to SBF of all Confidential Information, including all copies, extracts, summaries, and derivative materials, in whatever form or medium, in the possession or control of Halcyon, its affiliates, agents, and representatives (including Broadleaf), and (ii) the identity of all persons or entities to whom any Confidential Information was disclosed in connection with the Offering, together with confirmation that such persons or entities have been notified of their continuing confidentiality obligations. Such written confirmation should be delivered to each of the addresses set forth in Section VII below within fifteen (15) business days of the date of this notice.

VII. Request for Cooperation

The Issuer Parties request Halcyon's good-faith cooperation in connection with the orderly wind-down of the Offering and the matters arising under the PPA, including without limitation the following:

(a) Trustee Coordination. Halcyon is requested to cooperate and coordinate with the Trust's owner trustee, Keymark Trust Company, N.A. ("Keymark"), and the proposed indenture trustee, Atlantic Fiduciary Services, Inc. ("Atlantic Fiduciary"), in connection with the release, termination, and unwinding of any pre-closing escrow arrangements, control agreements, or preliminary trust or security documentation that may have been executed or established in anticipation of the closing of the Offering.

(b) Return of Documents. Halcyon is requested to promptly return to SBF all documents, data, records, presentations, models, and other materials relating to the proposed Offering that are in the possession or control of Halcyon, its affiliates, or its agents, to the extent not otherwise subject to the destruction-or-return provisions described in Section VI above.

(c) Expense Documentation. Halcyon is requested to deliver timely and complete final expense documentation as described in Section III above, including all itemized invoices and supporting materials, to facilitate prompt processing and payment of the acknowledged reimbursement obligation.

The Issuer Parties appreciate Halcyon's attention to these matters and look forward to a cooperative resolution of all outstanding wind-down items.

VIII. Defined Terms

Capitalized terms used but not otherwise defined in this notice shall have the meanings ascribed to them in the PPA.

IX. Governing Law

This notice and any dispute arising out of or relating hereto, including any claim or controversy concerning the termination of the PPA or the rights and obligations of the parties in connection therewith, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction, consistent with Section 15 of the PPA.

X. Contact Information

All further communications regarding the termination of the PPA, the wind-down of the Offering, and any related matters should be directed to the following:

Theodore Langston Partner Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4127

Email: t.langston@calderwoodharkness.com

Tomás Reyes General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, Delaware 19801 Telephone: (302) 660-8300

Email: t.reyes@skybridgefintech.com

Please direct no further communications regarding this matter to SBF personnel other than through the individuals identified above without prior written consent.

We trust that Halcyon will give this notice the prompt attention it requires. We remain available to discuss any questions regarding the termination process and the orderly wind-down of the Offering at your convenience.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Theodore Langston Partner

ACKNOWLEDGED AND AGREED on behalf of the Issuer Parties

Each of the undersigned hereby confirms its authorization of the delivery of the foregoing Termination Notice and acknowledges and agrees to the terms set forth therein:

SKYBRIDGE FINTECH LTD.

By: ________

Name: Arun Mehta

Title: Chief Executive Officer

Date: ________

By: ________

Name: Tomás Reyes

Title: General Counsel

Date: ________

SKYLEND FUNDING LLC

By: ________

Name: Danielle Prescott

Title: Manager

Date: ________

SKYLEND RECEIVABLES TRUST 2024-1

By: SkyLend Funding LLC, as Depositor

By: ________

Name: Danielle Prescott

Title: Manager

Date: ________

cc:

Harrison Whitfield III, Esq. — Whitfield, Drummond & Paige LLP Tomás Reyes — General Counsel, Skybridge Fintech Ltd. Danielle Prescott — Chief Financial Officer, Skybridge Fintech Ltd. Arun Mehta — Chief Executive Officer, Skybridge Fintech Ltd. Linda Osei — Partner, Calderwood & Harkness LLP

CALDERWOOD & HARKNESS LLP Attorneys at Law 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
May 8, 2024
Via Email and FedEx
Rebecca Thornton Managing Director Halcyon Securities LLC 200 Vesey Street, 42nd Floor New York, New York 10281
Jonathan Kramer Head of ABS Origination Halcyon Securities LLC 200 Vesey Street, 42nd Floor New York, New York 10281
Copy to:
Harrison Whitfield III, Esq. Partner Whitfield, Drummond & Paige LLP 51 West 52nd Street New York, New York 10019
Re: Formal Notice of Termination — Preliminary Purchase Agreement dated February 20, 2024, by and among SkyLend Receivables Trust 2024-1, Skybridge Fintech Ltd., SkyLend Funding LLC, and Halcyon Securities LLC
Halcyon Deal Reference: HLC-ABS-2024-017 C&H Matter No. 1009-00005
Dear Ms. Thornton and Mr. Kramer:
We write on behalf of our client, Skybridge Fintech Ltd. ("SBF"), a Delaware corporation, in connection with the proposed securitization of consumer receivables through SkyLend Receivables Trust 2024-1, a Delaware statutory trust (the "Trust"). This letter constitutes formal written notice of termination of the Preliminary Purchase Agreement dated as of February 20, 2024 (the "PPA"), by and among the Trust, as issuer, SBF, as originator and sponsor, SkyLend Funding LLC, a Delaware limited liability company, as depositor (the "Depositor," and together with SBF and the Trust, the "Issuer Parties"), and Halcyon Securities LLC ("Halcyon"), as initial purchaser. This notice is delivered on behalf of each of SBF, the Depositor, and the Trust, each of which has duly authorized the delivery of this termination notice through its respective governing body or authorized representative.
I. Background and Recitals
As you are aware, the PPA was entered into in connection with a proposed $200,000,000 private placement of asset-backed notes (the "Notes") to be offered and sold pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S thereunder, secured by a pool of unsecured consumer installment-loan receivables originated by SBF through its proprietary consumer lending platform marketed under the brand name "SkyLend" (the "SkyLend Platform"). The proposed capital structure of the offering (the "Offering") contemplated the issuance of three classes of securities: (i) $170,000,000 aggregate principal amount of Class A Floating Rate Asset-Backed Notes (the "Class A Notes"); (ii) $22,000,000 aggregate principal amount of Class B Fixed Rate Asset-Backed Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes"); and (iii) $8,000,000 of subordinated residual interest (the "Residual Interest"), the latter to be retained by SBF in satisfaction of applicable risk-retention requirements under Regulation RR of the Securities Exchange Act of 1934, as amended.
In furtherance of the Offering, a Preliminary Offering Memorandum dated April 5, 2024 (the "Preliminary OM") was prepared and distributed by Halcyon, in its capacity as initial purchaser, to prospective qualified institutional buyers and non-U.S. persons in accordance with the marketing and distribution provisions of the PPA. An investor roadshow was conducted during the week of April 15 through April 19, 2024, during which presentations were made to twenty-eight (28) institutional investors across six cities. We further note that CUSIP prefix 87165Q was allocated to the Notes by CUSIP Global Services in anticipation of pricing and settlement, but no securities were issued under such prefix, and such CUSIPs remain unused.
II. Notice of Termination
Effective as of the date of this letter, May 8, 2024, each of SBF, the Depositor, and the Trust hereby formally terminates the PPA in accordance with its terms.
This termination is occasioned by a series of material developments that have occurred since the date of execution of the PPA, which have rendered the continuation of the Offering impracticable and inadvisable. Specifically, and without limitation:
(a) On or about April 22, 2024, Broadleaf Analytics Group LLC ("Broadleaf"), the independent third-party due diligence provider engaged by Halcyon pursuant to Section 4(c) of the PPA, identified and reported material discrepancies between the static-pool performance data reflected in the Preliminary OM — including, without limitation, cumulative net loss curves, delinquency migration rates, and prepayment speed assumptions for the 2022-Q3 through 2023-Q4 vintage cohorts — and the actual underlying loan-tape records provided by SBF through its secure data room. These discrepancies were documented in Broadleaf's preliminary exception report dated April 23, 2024, and supplemented by its revised exception report dated April 25, 2024, copies of which were provided to both Halcyon and SBF.
(b) On April 26, 2024, Halcyon formally suspended all marketing activities related to the Offering and delivered to SBF a written notice invoking the material-change and force-majeure provisions of the PPA (the "Halcyon Suspension Notice"), citing the Broadleaf findings and the resulting inability to confirm the accuracy and completeness of the Preliminary OM.
(c) On April 29, 2024, Carrollton Ratings Group LLC ("Carrollton") placed its expected ratings on the Class A Notes ("AA (sf) (expected)") and the Class B Notes ("A (sf) (expected)") on "developing" watch, citing the ongoing review of the static-pool performance data and the potential for material revisions to loss and cash-flow assumptions underlying its credit analysis.
(d) On May 1, 2024, Meridian Credit Ratings, Inc. ("Meridian") formally withdrew its preliminary ratings on both the Class A Notes and the Class B Notes, effective immediately, stating that it was no longer in a position to confirm the accuracy of the collateral performance data upon which its preliminary ratings analysis was based.
(e) On May 3, 2024, the Board of Directors of SBF, after consultation with management and outside counsel, determined that, in light of the foregoing developments, it was in the best interests of SBF, the Depositor, and the Trust to terminate the Offering and the PPA, and authorized the issuance of this termination notice.
In light of the foregoing developments, the parties are unable to proceed to pricing and closing of the Offering. No pricing agreement was executed, no Notes were issued, and no closing occurred. Formal termination of the PPA is therefore both appropriate and necessary.
III. Acknowledgment of Expense-Reimbursement Obligation
SBF acknowledges that, pursuant to Section 7(b) of the PPA, in the event of termination of the PPA by the Issuer Parties, SBF is responsible for the reimbursement of Halcyon's reasonable, documented out-of-pocket expenses actually incurred in connection with the Offering, including but not limited to legal fees, due diligence costs, printing and distribution expenses, travel expenses, and rating agency application fees. SBF does not dispute its obligation to reimburse Halcyon for such expenses and acknowledges the aggregate amount of $387,500.00 as set forth in Halcyon's preliminary expense statement delivered on May 6, 2024, subject to receipt of a final, itemized invoice with supporting documentation as described below.
SBF respectfully requests that Halcyon deliver a final, itemized invoice, accompanied by customary supporting documentation (including, where applicable, third-party invoices, receipts, and fee schedules), for all reimbursable expenses to the following addresses:
Danielle Prescott Chief Financial Officer Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, Delaware 19801
Email: d.prescott@skybridgefintech.com
and
Theodore Langston Partner Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017
Email: t.langston@calderwoodharkness.com
Upon receipt of a conforming invoice and supporting documentation in accordance with the foregoing, SBF will make payment of the agreed reimbursement amount within the timeframe specified in Section 7(b) of the PPA (i.e., thirty (30) business days following receipt of a complete and conforming invoice).
IV. Underwriting discount and Placement Fee
For the avoidance of doubt, we confirm that no underwriting discount, placement fee, or initial purchaser's commission is owed by any Issuer Party to Halcyon in connection with the termination of the PPA. As set forth in Section 3(a) of the PPA, the initial purchaser's discount of 1.00% of the aggregate principal amount of the Notes placed (which, at the proposed offering size, would have amounted to $2,000,000.00) was expressly contingent upon the successful pricing, settlement, and closing of the Offering. No pricing occurred, no Notes were issued, and no closing took place. Accordingly, no underwriting discount, placement fee, or success-based compensation of any kind has been earned or is payable.
We further confirm that the PPA does not provide for, and no party is owed, any break-up fee, termination fee, or similar payment in connection with the termination of the PPA or the discontinuation of the Offering.
V. Reservation of Rights
Each of SBF, the Depositor, and the Trust hereby expressly reserves all of its respective rights, remedies, claims, and defenses under the PPA, at law, and in equity, whether now known or hereafter arising, including without limitation:
(a) Any and all claims arising out of or relating to the servicing-data discrepancy identified by Broadleaf, the conduct of the due diligence process (including the timing and manner in which the discrepancies were identified and reported), the preparation and distribution of the Preliminary OM, or any other matter related to the Offering or the PPA;
(b) Any and all rights to assert defenses, counterclaims, cross-claims, or setoffs against any claims that may be asserted by Halcyon, Broadleaf, or any other person or entity in connection with the Offering, the PPA, or the transactions contemplated thereby; and
(c) Any and all rights under the indemnification, contribution, and other protective provisions of the PPA, including without limitation Sections 8(a), 8(b), and 8(c) thereof.
Nothing in this notice shall be construed as, or deemed to constitute, a waiver, release, relinquishment, or limitation of any right, remedy, claim, or defense available to SBF, the Depositor, or the Trust under the PPA, at law, in equity, or otherwise, whether arising before, on, or after the date hereof. The acknowledgment of the expense-reimbursement obligation set forth in Section III above shall not be deemed an admission of liability or fault with respect to any other matter.
SBF is aware that Halcyon has adopted a reservation-of-rights posture with respect to the matters described herein, as communicated in Halcyon's correspondence dated May 2, 2024. This termination notice is issued without prejudice to SBF's ability to respond fully to, and defend against, any claims, demands, or assertions that Halcyon may elect to make in connection with the Offering, the PPA, or the termination thereof.
VI. Ongoing Obligations; Survival
The Issuer Parties acknowledge that certain provisions of the PPA expressly survive termination in accordance with their terms. Without limiting the generality of the foregoing, the following provisions of the PPA, among others, remain in full force and effect following the date of termination: (i) Section 7(b) (Expense Reimbursement); (ii) Section 8 (Indemnification); (iii) Section 9 (Contribution); (iv) Section 12 (Confidentiality); and (v) Section 15 (Governing Law; Jurisdiction; Waiver of Jury Trial).
SBF respectfully requests that Halcyon continue to comply with all surviving obligations under the PPA, including without limitation the confidentiality provisions set forth in Section 12 thereof, as they relate to SBF's proprietary loan data, pool-level and loan-level information, underwriting criteria, scoring models, performance data, the Preliminary OM, and all other confidential or proprietary information provided to Halcyon, Broadleaf, or any of Halcyon's affiliates, agents, or representatives in connection with the Offering (collectively, "Confidential Information").
In accordance with Section 12(d) of the PPA, SBF hereby requests that Halcyon promptly confirm in writing (i) the destruction or return to SBF of all Confidential Information, including all copies, extracts, summaries, and derivative materials, in whatever form or medium, in the possession or control of Halcyon, its affiliates, agents, and representatives (including Broadleaf), and (ii) the identity of all persons or entities to whom any Confidential Information was disclosed in connection with the Offering, together with confirmation that such persons or entities have been notified of their continuing confidentiality obligations. Such written confirmation should be delivered to each of the addresses set forth in Section VII below within fifteen (15) business days of the date of this notice.
VII. Request for Cooperation
The Issuer Parties request Halcyon's good-faith cooperation in connection with the orderly wind-down of the Offering and the matters arising under the PPA, including without limitation the following:
(a) Trustee Coordination. Halcyon is requested to cooperate and coordinate with the Trust's owner trustee, Keymark Trust Company, N.A. ("Keymark"), and the proposed indenture trustee, Atlantic Fiduciary Services, Inc. ("Atlantic Fiduciary"), in connection with the release, termination, and unwinding of any pre-closing escrow arrangements, control agreements, or preliminary trust or security documentation that may have been executed or established in anticipation of the closing of the Offering.
(b) Return of Documents. Halcyon is requested to promptly return to SBF all documents, data, records, presentations, models, and other materials relating to the proposed Offering that are in the possession or control of Halcyon, its affiliates, or its agents, to the extent not otherwise subject to the destruction-or-return provisions described in Section VI above.
(c) Expense Documentation. Halcyon is requested to deliver timely and complete final expense documentation as described in Section III above, including all itemized invoices and supporting materials, to facilitate prompt processing and payment of the acknowledged reimbursement obligation.
The Issuer Parties appreciate Halcyon's attention to these matters and look forward to a cooperative resolution of all outstanding wind-down items.
VIII. Defined Terms
Capitalized terms used but not otherwise defined in this notice shall have the meanings ascribed to them in the PPA.
IX. Governing Law
This notice and any dispute arising out of or relating hereto, including any claim or controversy concerning the termination of the PPA or the rights and obligations of the parties in connection therewith, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction, consistent with Section 15 of the PPA.
X. Contact Information
All further communications regarding the termination of the PPA, the wind-down of the Offering, and any related matters should be directed to the following:
Theodore Langston Partner Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 558-4127
Email: t.langston@calderwoodharkness.com
Tomás Reyes General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, Delaware 19801 Telephone: (302) 660-8300
Email: t.reyes@skybridgefintech.com
Please direct no further communications regarding this matter to SBF personnel other than through the individuals identified above without prior written consent.
We trust that Halcyon will give this notice the prompt attention it requires. We remain available to discuss any questions regarding the termination process and the orderly wind-down of the Offering at your convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Theodore Langston Partner
ACKNOWLEDGED AND AGREED on behalf of the Issuer Parties
Each of the undersigned hereby confirms its authorization of the delivery of the foregoing Termination Notice and acknowledges and agrees to the terms set forth therein:
SKYBRIDGE FINTECH LTD.
By: ________
Name: Arun Mehta
Title: Chief Executive Officer
Date: ________
or
By: ________
Name: Tomás Reyes
Title: General Counsel
Date: ________
SKYLEND FUNDING LLC
By: ________
Name: Danielle Prescott
Title: Manager
Date: ________
SKYLEND RECEIVABLES TRUST 2024-1
By: SkyLend Funding LLC, as Depositor
By: ________
Name: Danielle Prescott
Title: Manager
Date: ________
cc:
Harrison Whitfield III, Esq. — Whitfield, Drummond & Paige LLP Tomás Reyes — General Counsel, Skybridge Fintech Ltd. Danielle Prescott — Chief Financial Officer, Skybridge Fintech Ltd. Arun Mehta — Chief Executive Officer, Skybridge Fintech Ltd. Linda Osei — Partner, Calderwood & Harkness LLP

CALDERWOOD & HARKNESS LLP

SKYBRIDGE FINTECH LTD.

SKYLEND FUNDING LLC

SKYLEND RECEIVABLES TRUST 2024-1

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