1009-00005 · Skybridge Fintech Ltd · Termination

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TERMINATION NOTICES TO SERVICE PROVIDERS

SKYLEND RECEIVABLES TRUST 2024-1

Issued on behalf of Skybridge Fintech Ltd.

May 8, 2024

Prepared and Sent by:

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017

C&H Matter No. 1009-00005

Contact: Theodore Langston, Partner (Capital Markets) Telephone: (212) 558-4000

Email: tlangston@calderwoodharkness.com

COVER NOTE

This package contains six (6) individual termination notices to the service providers engaged in connection with the proposed securitization of consumer receivables through SkyLend Receivables Trust 2024-1, a Delaware statutory trust (the "Trust"). Each notice confirms the formal termination of the transaction as of May 8, 2024, and requests the submission of final invoices for all outstanding fees and expenses incurred by the respective service provider in connection with the proposed transaction.

The decision to terminate the proposed securitization was made by the sponsor, Skybridge Fintech Ltd. ("SBF"), and the depositor, SkyLend Funding LLC, following careful consideration of the circumstances surrounding the withdrawal of preliminary ratings by Meridian Credit Ratings, Inc. on May 1, 2024, and the placement of expected ratings on "developing" watch by Carrollton Ratings Group LLC on April 29, 2024, each arising from the identification of material discrepancies in servicing data underlying the static-pool performance tables included in the Preliminary Offering Memorandum dated April 5, 2024. SBF has determined that it is not in the best interests of the transaction participants or prospective investors to proceed with the offering at this time.

Each notice contained herein is a standalone communication intended to be delivered to the respective addressee independently of the other notices. The notices should be transmitted to each addressee via the delivery method specified in the header block of the applicable notice. Unless otherwise indicated, delivery should be made via both email and FedEx overnight delivery, with tracking confirmation retained for the file.

All invoices received from the service providers should be directed to Danielle Prescott, Chief Financial Officer, Skybridge Fintech Ltd., 1400 Market Street, Suite 1210, Wilmington, DE 19801, with copies to Tomás Reyes, General Counsel, at the same address, and to Calderwood & Harkness LLP (attention: Theodore Langston) for inclusion in the sunk-cost reconciliation.

NOTICE 1

TERMINATION NOTICE TO KEYMARK TRUST COMPANY, NATIONAL ASSOCIATION (Owner Trustee)

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

May 8, 2024

Via Email and FedEx

Elaine Marchetti Trust Officer Keymark Trust Company, National Association 600 North King Street Wilmington, DE 19801

Re: Termination of SkyLend Receivables Trust 2024-1 (EIN: 93-4201855) — Trust Agreement dated February 14, 2024

Dear Ms. Marchetti:

This firm serves as counsel to Skybridge Fintech Ltd. ("SBF"), a Delaware corporation with its principal office at 1400 Market Street, Suite 1210, Wilmington, DE 19801 (EIN: 84-3291076). SBF is the indirect sponsor of the proposed $200,000,000 securitization of consumer receivables through SkyLend Receivables Trust 2024-1 (the "Trust"), a Delaware statutory trust formed on February 14, 2024, pursuant to that certain Trust Agreement, dated as of February 14, 2024 (the "Trust Agreement"), between SkyLend Funding LLC, a Delaware limited liability company (the "Depositor"), and Keymark Trust Company, National Association ("Keymark"), as owner trustee. This letter is delivered on behalf of SBF and the Depositor (EIN: 93-4187620), the sole beneficial owner of the Trust, and is authorized by each of SBF and the Depositor.

Notice of Termination. We write to formally advise you that SBF and the Depositor have determined to terminate the proposed securitization transaction effective as of the date of this letter, May 8, 2024. The proposed issuance of the Class A Notes in the aggregate principal amount of $170,000,000 and the Class B Notes in the aggregate principal amount of $22,000,000, each to be issued by the Trust, will not proceed. For the avoidance of doubt, no notes were issued by the Trust, no receivables were transferred to the Trust, no indenture was executed, and no offering memorandum was finalized or distributed to investors in final form. The transaction did not close and is hereby abandoned.

Wind-Down of Trust. In light of the foregoing, we respectfully request that Keymark take no further action under the Trust Agreement except as may be specifically directed by the Depositor in connection with the orderly dissolution and winding up of the Trust in accordance with the terms of the Trust Agreement and applicable provisions of the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq. SBF anticipates providing Keymark with a certificate of cancellation for filing with the Delaware Secretary of State in due course, and we will coordinate with your office on the timing and logistics of such filing. In the interim, we respectfully request that Keymark confirm in writing, at your earliest convenience, that (a) no assets are held by or on behalf of the Trust, (b) no liabilities have been incurred by the Trust (other than Keymark's own fees and expenses for services rendered as owner trustee), and (c) no third-party claims against the Trust are known to Keymark as of the date hereof. Such confirmation will assist the Depositor in completing its internal records and preparing the necessary dissolution filings.

Final Invoicing. We request that Keymark submit a final invoice for all fees and expenses incurred in connection with the Trust, including the prorated annual owner trustee fee and any out-of-pocket expenses incurred by Keymark in connection with the formation and administration of the Trust. We note that the agreed annual owner trustee fee under the Trust Agreement is $7,500 per annum. The prorated amount for the period from February 14, 2024, through May 8, 2024 — a period of approximately eighty-four (84) days, or approximately 23% of the calendar year — is estimated at approximately $1,726, although we understand that Keymark's standard practice may be to prorate on a semi-annual basis, in which case the prorated amount would be approximately $3,750. We ask that Keymark apply its standard prorating methodology and include appropriate detail in the final invoice. All invoices should be directed to:

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

Email: dprescott@skybridgefintech.com

with a copy to:

Tomás Reyes General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801

Email: treyes@skybridgefintech.com

Document Retention. We request that Keymark retain all documents, records, and correspondence related to SkyLend Receivables Trust 2024-1 — including, without limitation, the executed Trust Agreement, all certificates of formation and related filings, and all correspondence between Keymark and any other party to the transaction — in accordance with Keymark's standard document-retention policies and applicable law. Should Keymark's retention policies require the destruction of any such documents prior to seven (7) years from the date hereof, we ask that Keymark notify us in advance so that we may request copies or take other appropriate steps.

Reservation of Rights. This notice is delivered without prejudice to any rights, remedies, or claims of SBF, the Depositor, or the Trust under the Trust Agreement, at law, in equity, or otherwise. Nothing in this notice shall be construed as a waiver, release, or limitation of any such rights, remedies, or claims, all of which are expressly reserved.

We appreciate Keymark's cooperation and professionalism throughout the course of this engagement. Please do not hesitate to contact me directly at (212) 558-4000 or at tlangston@calderwoodharkness.com should you have any questions regarding this notice or the wind-down of the Trust.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Theodore Langston Partner

cc: Tomás Reyes, General Counsel, Skybridge Fintech Ltd. cc: Danielle Prescott, Chief Financial Officer, Skybridge Fintech Ltd.

NOTICE 2

TERMINATION NOTICE TO ATLANTIC FIDUCIARY SERVICES, INC. (Indenture Trustee / Note Registrar / Paying Agent / Custodian)

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

May 8, 2024

Via Email and FedEx

David Moynihan Corporate Trust Officer Atlantic Fiduciary Services, Inc. 2 Christiana Centre, Suite 1400 Wilmington, DE 19801

Re: Termination of Proposed Securitization — SkyLend Receivables Trust 2024-1 — Draft Indenture dated March 4, 2024 (unexecuted)

Dear Mr. Moynihan:

This firm serves as counsel to Skybridge Fintech Ltd. ("SBF"), the indirect sponsor of the proposed $200,000,000 securitization of consumer receivables through SkyLend Receivables Trust 2024-1 (the "Trust"), a Delaware statutory trust formed on February 14, 2024. Atlantic Fiduciary Services, Inc. ("AFS") was designated to serve as indenture trustee, note registrar, paying agent, and custodian under the draft Indenture between the Trust (as issuer) and AFS (as indenture trustee), dated March 4, 2024 (the "Draft Indenture"). The engagement of AFS in these capacities was contemplated in connection with the Trust's proposed issuance of the Class A Notes in the aggregate principal amount of $170,000,000 and the Class B Notes in the aggregate principal amount of $22,000,000.

Notice of Termination. We write to formally advise you that SBF has determined to terminate the proposed securitization transaction effective as of the date of this letter, May 8, 2024. As a consequence of this determination, the Draft Indenture will not be executed in final form, and no Notes will be issued by the Trust. The CUSIP prefix 87165Q, which was allocated to the proposed Notes by Standard & Poor's CUSIP Global Services, was never utilized in connection with any issuance, sale, or distribution of securities, and AFS should take no further action with respect to such CUSIPs. We will separately notify CUSIP Global Services of the cancellation of such allocation. AFS's services as indenture trustee, note registrar, paying agent, and custodian are no longer required, and this notice constitutes formal termination of the engagement of AFS in all such capacities.

Account Control Agreement and Custodial Agreement. We note for the record that the following agreements, each of which was contemplated in connection with the proposed securitization, were never executed in final form:

(a) the draft Account Control Agreement among the Trust, AFS (as indenture trustee), and Keymark Trust Company, National Association (as collection-account bank), which was to govern the collection account, reserve account, and other trust accounts to be established in connection with the transaction; and

(b) the draft Custodial Agreement between the Trust and AFS (as custodian), which was to govern the custody of the receivable files and related documentation.

No collection accounts, reserve accounts, custodial accounts, or any other accounts of any kind were established or funded in connection with the proposed securitization. We respectfully request that AFS confirm in writing that it holds no assets, receivable files, records, funds, or other property on behalf of the Trust, the Depositor, SBF, or any other party to the proposed transaction. Such confirmation will assist SBF and the Depositor in completing their internal reconciliation of the transaction.

Final Invoicing. We request that AFS submit a final invoice for all fees and expenses incurred in connection with the proposed transaction, including any fees for document review, counsel fees, and out-of-pocket expenses. We note the agreed acceptance fee of $15,000, which is non-refundable pursuant to the terms of the fee letter between SBF and AFS dated February 20, 2024. With respect to the annual indenture trustee fee of $12,500 per annum, we note that as the Draft Indenture was never executed in final form and no Notes were issued, it is our understanding that the annual fee may not be applicable; however, we invite AFS to submit its position on this matter together with its final invoice, and SBF will review any such claim in good faith. All invoices should be directed to:

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

Email: dprescott@skybridgefintech.com

with a copy to:

Tomás Reyes General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801

Email: treyes@skybridgefintech.com

Document Retention. We request that AFS retain all drafts, correspondence, records, and work product related to the proposed SkyLend Receivables Trust 2024-1 transaction — including, without limitation, all drafts of the Indenture, the Account Control Agreement, the Custodial Agreement, and all related correspondence — in accordance with AFS's standard document-retention policies and applicable law. If AFS's policies would require the destruction of any such materials before the expiration of seven (7) years from the date hereof, we ask that AFS notify us in advance to permit us to request copies or make alternative arrangements.

Reservation of Rights. This notice is delivered without prejudice to any rights, remedies, or claims of SBF, the Depositor (SkyLend Funding LLC), or the Trust under the Draft Indenture, the fee letter, at law, in equity, or otherwise. Nothing contained in this notice shall be construed as a waiver, release, or limitation of any such rights, remedies, or claims, all of which are expressly reserved.

We appreciate the professionalism and responsiveness of AFS and its team throughout the course of this engagement, and we regret that the transaction will not be proceeding to closing. Please do not hesitate to contact me directly at (212) 558-4000 or at tlangston@calderwoodharkness.com should you have any questions regarding this notice or the matters addressed herein.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Theodore Langston Partner

cc: Tomás Reyes, General Counsel, Skybridge Fintech Ltd. cc: Danielle Prescott, Chief Financial Officer, Skybridge Fintech Ltd.

NOTICE 3

TERMINATION NOTICE TO MERIDIAN CREDIT RATINGS, INC. (Primary Rating Agency)

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

May 8, 2024

Via Email and FedEx

Gregory Fontaine Lead Analyst Meridian Credit Ratings, Inc. 7 World Trade Center, 33rd Floor New York, NY 10007

Re: Termination of Rating Engagement — SkyLend Receivables Trust 2024-1 — Engagement Letter dated February 28, 2024

Dear Mr. Fontaine:

This firm serves as counsel to Skybridge Fintech Ltd. ("SBF"), a Delaware corporation and the indirect sponsor of the proposed $200,000,000 consumer-receivables securitization through SkyLend Receivables Trust 2024-1 (the "Trust"), a Delaware statutory trust formed on February 14, 2024. Meridian Credit Ratings, Inc. ("Meridian") was engaged pursuant to an engagement letter dated February 28, 2024 (the "Engagement Letter"), to assign preliminary ratings to the Class A Notes (expected Aaa(sf)) and the Class B Notes (expected A2(sf)), each to be issued by the Trust in connection with the proposed securitization transaction.

Background. We acknowledge that Meridian withdrew its preliminary ratings on May 1, 2024, following the identification of material discrepancies in the servicing data underlying the static-pool performance tables included in the Preliminary Offering Memorandum dated April 5, 2024. As you are aware, the rating-agency presentation took place on April 8, 2024, at which time SBF's management team, together with representatives of this firm, presented the transaction structure, collateral characteristics, and cash-flow modeling assumptions to Meridian's analytical team. The subsequent identification of discrepancies in the servicing data — which SBF has been investigating internally and with the assistance of its independent auditor — precipitated Meridian's withdrawal of the preliminary ratings and has been a material factor in SBF's determination to terminate the proposed securitization.

Formal Termination. We write to formally advise you that SBF has determined to terminate the proposed securitization transaction effective as of the date of this letter, May 8, 2024. The proposed offering of the Class A Notes and the Class B Notes will not proceed. Accordingly, we confirm that the engagement with Meridian pursuant to the Engagement Letter is hereby terminated, and no further rating actions, surveillance, monitoring, or analytical work is required from Meridian in connection with the Trust or the proposed Notes. For the avoidance of doubt, the annual surveillance fee of $25,000 per annum, which was to become effective upon the closing of the transaction and the initial issuance of the Notes, is not applicable, as no Notes were issued and no closing occurred.

Final Invoicing. We request that Meridian submit a final invoice for all fees and expenses incurred in connection with the rating engagement, including the engagement fee and any out-of-pocket expenses. We acknowledge that the engagement fee of $185,000 is non-refundable pursuant to the terms of Section 4(a) of the Engagement Letter and that such amount is expected to constitute the principal component of the final invoice. We request that any additional out-of-pocket expenses (including, without limitation, travel, lodging, and third-party data costs) be separately itemized. All invoices should be directed to:

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

Email: dprescott@skybridgefintech.com

with a copy to:

Tomás Reyes General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801

Email: treyes@skybridgefintech.com

Confidentiality. We remind Meridian of its confidentiality obligations under Section 7 of the Engagement Letter with respect to all non-public information provided by or on behalf of SBF, the Depositor, and the Trust during the course of the rating engagement. Such confidential information includes, without limitation, loan-level data, pool stratification tables, cash-flow model inputs and outputs, servicer performance data, draft transaction documents, and the Preliminary Offering Memorandum. Meridian's obligations under Section 7 of the Engagement Letter survive the termination of the engagement and remain in full force and effect in accordance with their terms. We ask that Meridian take all appropriate steps to ensure that such confidential information is safeguarded and not disclosed to any third party, except as may be required by applicable law, regulation, or judicial or administrative process.

Reservation of Rights. This notice is delivered without prejudice to any rights, remedies, or claims of SBF, the Depositor (SkyLend Funding LLC), or the Trust under the Engagement Letter, at law, in equity, or otherwise. Nothing contained in this notice shall be construed as a waiver, release, or limitation of any such rights, remedies, or claims, all of which are expressly reserved.

We appreciate the analytical team's work on this engagement and regret that the transaction will not be proceeding. Please do not hesitate to contact me directly at (212) 558-4000 or at tlangston@calderwoodharkness.com should you have any questions.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Theodore Langston Partner

cc: Tomás Reyes, General Counsel, Skybridge Fintech Ltd. cc: Danielle Prescott, Chief Financial Officer, Skybridge Fintech Ltd.

NOTICE 4

TERMINATION NOTICE TO CARROLLTON RATINGS GROUP LLC (Secondary Rating Agency)

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

May 8, 2024

Via Email and FedEx

Teresa Kobayashi Lead Analyst Carrollton Ratings Group LLC 55 Water Street, 40th Floor New York, NY 10041

Re: Termination of Rating Engagement — SkyLend Receivables Trust 2024-1 — Engagement Letter dated February 28, 2024

Dear Ms. Kobayashi:

This firm serves as counsel to Skybridge Fintech Ltd. ("SBF"), a Delaware corporation and the indirect sponsor of the proposed $200,000,000 consumer-receivables securitization through SkyLend Receivables Trust 2024-1 (the "Trust"), a Delaware statutory trust formed on February 14, 2024. Carrollton Ratings Group LLC ("Carrollton") was engaged pursuant to an engagement letter dated February 28, 2024 (the "Engagement Letter"), to assign expected ratings to the Class A Notes (expected AA+(sf)) and the Class B Notes (expected A(sf)), each to be issued by the Trust in connection with the proposed securitization transaction.

Background. We acknowledge that Carrollton placed its expected ratings for both the Class A Notes and the Class B Notes on "developing" watch on April 29, 2024, following the identification of material discrepancies in the servicing data underlying the static-pool performance tables included in the Preliminary Offering Memorandum dated April 5, 2024. As you are aware, the rating-agency presentation took place on April 8, 2024, at which time SBF's management team, together with representatives of this firm, presented the transaction structure, collateral characteristics, and cash-flow modeling assumptions to Carrollton's analytical team. The subsequent identification of data discrepancies has been a significant factor in SBF's decision to terminate the proposed securitization.

(a) formally remove the "developing" watch designation from the expected ratings assigned to the Class A Notes and the Class B Notes; and

(b) withdraw any expected or preliminary ratings assigned in connection with SkyLend Receivables Trust 2024-1, given that no Notes will be issued and no securities will be offered or sold.

We confirm that the engagement with Carrollton pursuant to the Engagement Letter is hereby terminated, and no surveillance, monitoring, or ongoing analytical work is required from Carrollton in connection with the Trust or the proposed Notes. The annual surveillance fee of $20,000 per annum, which was to become effective upon the closing of the transaction and the initial issuance of the Notes, is not applicable, as no Notes were issued and no closing occurred.

Final Invoicing. We request that Carrollton submit a final invoice for all fees and expenses incurred in connection with the rating engagement. We acknowledge that the engagement fee of $160,000 is non-refundable pursuant to the terms of Section 4(a) of the Engagement Letter and that such amount is expected to constitute the principal component of the final invoice. We request that any additional out-of-pocket expenses (including, without limitation, travel, lodging, and third-party data costs) be separately itemized in the final invoice. All invoices should be directed to:

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

Email: dprescott@skybridgefintech.com

with a copy to:

Tomás Reyes General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801

Email: treyes@skybridgefintech.com

Confidentiality. We remind Carrollton of its confidentiality obligations under Section 6 of the Engagement Letter with respect to all non-public information provided by or on behalf of SBF, the Depositor, and the Trust during the course of the rating engagement. Such confidential information includes, without limitation, loan-level data, pool stratification tables, cash-flow model inputs and outputs, servicer performance data, draft transaction documents, and the Preliminary Offering Memorandum. Carrollton's obligations under Section 6 of the Engagement Letter survive the termination of the engagement and remain in full force and effect in accordance with their terms. We ask that Carrollton take all appropriate steps to ensure that such confidential information is safeguarded and not disclosed to any third party, except as may be required by applicable law, regulation, or judicial or administrative process.

We appreciate Carrollton's work on this engagement and regret that the transaction will not be proceeding. Please do not hesitate to contact me directly at (212) 558-4000 or at tlangston@calderwoodharkness.com should you have any questions regarding this notice or the matters addressed herein.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Theodore Langston Partner

cc: Tomás Reyes, General Counsel, Skybridge Fintech Ltd. cc: Danielle Prescott, Chief Financial Officer, Skybridge Fintech Ltd.

NOTICE 5

TERMINATION NOTICE TO ROWLAND & CROSS LLP (Independent Auditor / AUP Provider)

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

May 8, 2024

Via Email and FedEx

Nathan Delacroix Engagement Partner Rowland & Cross LLP 1250 Avenue of the Americas, 22nd Floor New York, NY 10020

Re: Termination of Agreed-Upon Procedures / Comfort Letter Engagement — SkyLend Receivables Trust 2024-1

Dear Mr. Delacroix:

This firm serves as counsel to Skybridge Fintech Ltd. ("SBF"), a Delaware corporation and the indirect sponsor of the proposed $200,000,000 consumer-receivables securitization through SkyLend Receivables Trust 2024-1 (the "Trust"), a Delaware statutory trust formed on February 14, 2024. Rowland & Cross LLP ("R&C") serves as SBF's independent auditor and was engaged pursuant to an engagement letter dated March 1, 2024 (the "Securitization Engagement Letter"), to deliver an agreed-upon procedures ("AUP") letter and a comfort letter in connection with the proposed securitization. The total engagement fee for the AUP and comfort letter work under the Securitization Engagement Letter was $275,000, inclusive of professional fees and standard administrative charges, but exclusive of out-of-pocket expenses.

Notice of Termination. We write to formally advise you that SBF has determined to terminate the proposed securitization transaction effective as of the date of this letter, May 8, 2024. As a consequence of this determination, the AUP letter and comfort letter contemplated by the Securitization Engagement Letter will not be delivered, and no final versions of such deliverables are required. We respectfully request that R&C cease all work related to the securitization engagement, including any in-progress procedures, draft preparation, or review activities, effective immediately upon receipt of this notice. For the avoidance of doubt, R&C's ongoing engagement as SBF's independent auditor for the preparation and audit of SBF's annual financial statements and the provision of related tax compliance services is wholly unaffected by this termination. This notice relates solely to the securitization-specific AUP and comfort letter engagement under the Securitization Engagement Letter.

Final Invoicing. We request that R&C submit a final invoice for all professional fees and expenses incurred in connection with the securitization engagement through the date of this notice. SBF understands that work on the AUP and comfort letter was completed through the draft stage and that substantial analytical and procedural work has been performed. Based on our discussions with R&C's engagement team, we anticipate that the partial fee for work performed to date will be approximately $137,500, representing approximately 50% of the total $275,000 engagement fee. We request that the final invoice include an itemized summary of time incurred by professional category, together with a description of the procedures completed, the procedures remaining, and any out-of-pocket expenses incurred. All invoices should be directed to:

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

Email: dprescott@skybridgefintech.com

with a copy to:

Tomás Reyes General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801

Email: treyes@skybridgefintech.com

Work Product and Document Retention. We request that R&C retain all work papers, draft deliverables, analytical models, correspondence, and other records related to the securitization AUP and comfort letter engagement in accordance with R&C's professional retention policies and applicable professional standards, including the requirements of the American Institute of Certified Public Accountants ("AICPA") and the Public Company Accounting Oversight Board ("PCAOB"), to the extent applicable. SBF may request access to such work papers in connection with subsequent matters, including without limitation any internal investigation or regulatory inquiry relating to the servicing data discrepancies that contributed to the termination of the transaction. R&C's cooperation in connection with any such request would be appreciated, subject to applicable professional standards and R&C's own policies regarding third-party access to work papers.

Confidentiality. We remind R&C that all non-public information provided to R&C in connection with the securitization engagement remains subject to the confidentiality obligations under the Securitization Engagement Letter and applicable professional standards governing client confidentiality. Such confidential information includes, without limitation, loan-level data, pool stratification tables, servicing data, static-pool performance analyses, draft transaction documents, and the Preliminary Offering Memorandum dated April 5, 2024. R&C's confidentiality obligations survive the termination of the securitization engagement and remain in full force and effect in accordance with their terms.

Reservation of Rights. This notice is delivered without prejudice to any rights, remedies, or claims of SBF, the Depositor (SkyLend Funding LLC), or the Trust under the Securitization Engagement Letter, at law, in equity, or otherwise. Nothing contained in this notice shall be construed as a waiver, release, or limitation of any such rights, remedies, or claims, all of which are expressly reserved.

We value the long-standing relationship between SBF and R&C and look forward to continuing to work with R&C on SBF's annual audit and other ongoing engagements. Please do not hesitate to contact me directly at (212) 558-4000 or at tlangston@calderwoodharkness.com should you have any questions regarding this notice or the wind-down of the securitization engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Theodore Langston Partner

cc: Tomás Reyes, General Counsel, Skybridge Fintech Ltd. cc: Danielle Prescott, Chief Financial Officer, Skybridge Fintech Ltd.

NOTICE 6

TERMINATION NOTICE TO DONNOVAN PRESS LLC (Printer / EDGAR Filing Agent)

CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588

May 8, 2024

Via Email

Donnovan Press LLC 75 Elm Street, Suite 400 Stamford, CT 06901

Re: Termination of Printing and EDGAR Preparation Services — SkyLend Receivables Trust 2024-1

To Whom It May Concern:

This firm serves as counsel to Skybridge Fintech Ltd. ("SBF"), a Delaware corporation and the indirect sponsor of the proposed $200,000,000 consumer-receivables securitization through SkyLend Receivables Trust 2024-1 (the "Trust"), a Delaware statutory trust formed on February 14, 2024. Donnovan Press LLC ("Donnovan") was engaged to provide printing and EDGAR preparation services in connection with the Preliminary Offering Memorandum dated April 5, 2024, and related transaction documents, including typesetting, formatting, and digital preparation of the offering memorandum and ancillary materials for distribution to prospective investors and, if applicable, for filing with the Securities and Exchange Commission via the EDGAR system.

Notice of Termination. We write to formally advise you that SBF has determined to terminate the proposed securitization transaction effective as of the date of this letter, May 8, 2024. No final Offering Memorandum will be prepared, printed, distributed, or filed. Accordingly, Donnovan should cease all work related to the SkyLend Receivables Trust 2024-1 transaction immediately upon receipt of this notice, including without limitation any in-progress typesetting, page composition, printing, binding, or EDGAR formatting work. No further services from Donnovan are required in connection with this transaction.

Disposition of Materials. We request that Donnovan destroy all draft materials, typeset files, page proofs, digital copies, and any other versions of the Preliminary Offering Memorandum and any related supplements, exhibits, or ancillary documents in Donnovan's possession or control, in each case whether in physical or electronic form. Upon completion of such destruction, we request that Donnovan provide written confirmation thereof, including confirmation that all electronic copies have been permanently deleted from Donnovan's systems, servers, and backup media. If Donnovan's internal record-retention policies or applicable law require the retention of any such materials, we request that Donnovan promptly notify us and confirm that all retained materials will be stored securely with access restricted to those personnel who require access for compliance or legal purposes. In either case, we ask that Donnovan provide its written response within thirty (30) days of the date of this notice.

Final Invoicing. We request that Donnovan submit a final invoice for all services rendered and expenses incurred in connection with the SkyLend Receivables Trust 2024-1 transaction through the date of this notice. We understand that the estimated total printing and EDGAR preparation fees for the engagement were approximately $42,000, and we ask that the final invoice reflect only those services actually performed and expenses actually incurred through the date of termination. The invoice should include reasonable detail regarding the services rendered, including typesetting hours, proofing cycles, and any EDGAR formatting work completed. All invoices should be directed to:

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

Email: dprescott@skybridgefintech.com

with a copy to:

Tomás Reyes General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801

Email: treyes@skybridgefintech.com

Confidentiality. We remind Donnovan that all materials provided to Donnovan in connection with the SkyLend Receivables Trust 2024-1 transaction, including without limitation the Preliminary Offering Memorandum, all drafts thereof, all ancillary documents, and all data and information contained therein, are confidential and proprietary information of SBF and the Trust. Such materials should be treated as strictly confidential and should not be disclosed, distributed, or made available to any third party. Donnovan's confidentiality obligations with respect to such materials survive the termination of the engagement and remain in full force and effect.

Reservation of Rights. This notice is delivered without prejudice to any rights, remedies, or claims of SBF, the Depositor (SkyLend Funding LLC), or the Trust at law, in equity, or otherwise. Nothing contained in this notice shall be construed as a waiver, release, or limitation of any such rights, remedies, or claims, all of which are expressly reserved.

Please do not hesitate to contact me directly at (212) 558-4000 or at tlangston@calderwoodharkness.com should you have any questions regarding this notice or the disposition of materials in Donnovan's possession.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Theodore Langston Partner

cc: Tomás Reyes, General Counsel, Skybridge Fintech Ltd. cc: Danielle Prescott, Chief Financial Officer, Skybridge Fintech Ltd.

ENCLOSURE

SUMMARY DISTRIBUTION TABLE

SkyLend Receivables Trust 2024-1 — Termination Notices to Service Providers

May 8, 2024

The following table summarizes the six (6) termination notices delivered to the service providers engaged in connection with the proposed securitization of consumer receivables through SkyLend Receivables Trust 2024-1, together with the estimated final fees expected from each service provider and the current status of each engagement.

Total Estimated Final Fees (Service Providers Listed Above): $543,250

Note: The foregoing estimated final fees are preliminary and are subject to adjustment upon receipt and review of final invoices from each service provider. Copies of all invoices received from the service providers listed above should be forwarded promptly to Calderwood & Harkness LLP (attention: Theodore Langston, Partner) for inclusion in the sunk-cost reconciliation for the SkyLend Receivables Trust 2024-1 transaction. For reference, total estimated sunk costs across all transaction participants — including, in addition to the service-provider fees summarized above, legal fees (issuer's counsel and underwriters' counsel), structuring and placement fees, due-diligence costs, and other transaction expenses — are estimated at $1,779,150 as of the date hereof. A detailed sunk-cost reconciliation will be prepared and circulated to SBF management upon the receipt of all final invoices.

End of Termination Notices Package

Calderwood & Harkness LLP — C&H Matter No. 1009-00005

CONFIDENTIAL

Notice	Addressee	Role	Page
1	Keymark Trust Company, National Association	Owner Trustee	3
2	Atlantic Fiduciary Services, Inc.	Indenture Trustee / Paying Agent / Custodian	7
3	Meridian Credit Ratings, Inc.	Primary Rating Agency	11
4	Carrollton Ratings Group LLC	Secondary Rating Agency	15
5	Rowland & Cross LLP	Independent Auditor (AUP / Comfort Letter)	19
6	Donnovan Press LLC	Printer / EDGAR Filing Agent	23
Enclosure	Summary Distribution Table	—	26
No.	Addressee	Key Contact	Role	Estimated Final Fee	Status
1	Keymark Trust Company, N.A.	Elaine Marchetti	Owner Trustee	$3,750 (prorated annual fee)	Terminated; wind-down of Trust pending
2	Atlantic Fiduciary Services, Inc.	David Moynihan	Indenture Trustee / Paying Agent / Custodian	$15,000 (acceptance fee; non-refundable)	Terminated; Draft Indenture unexecuted
3	Meridian Credit Ratings, Inc.	Gregory Fontaine	Primary Rating Agency	$185,000 (engagement fee; non-refundable)	Terminated; preliminary ratings withdrawn 5/1/2024
4	Carrollton Ratings Group LLC	Teresa Kobayashi	Secondary Rating Agency	$160,000 (engagement fee; non-refundable)	Terminated; expected ratings on "developing" watch 4/29/2024; withdrawal requested
5	Rowland & Cross LLP	Nathan Delacroix	Independent Auditor (AUP / Comfort Letter)	$137,500 (partial fee — 50% of $275,000)	Terminated; ongoing audit engagement unaffected
6	Donnovan Press LLC	—	Printer / EDGAR Filing Agent	$42,000 (estimated)	Terminated; destruction of materials requested

TERMINATION NOTICES TO SERVICE PROVIDERS
SKYLEND RECEIVABLES TRUST 2024-1
Issued on behalf of Skybridge Fintech Ltd.
May 8, 2024
Prepared and Sent by:
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017
C&H Matter No. 1009-00005
Contact: Theodore Langston, Partner (Capital Markets) Telephone: (212) 558-4000
Email: tlangston@calderwoodharkness.com
COVER NOTE
This package contains six (6) individual termination notices to the service providers engaged in connection with the proposed securitization of consumer receivables through SkyLend Receivables Trust 2024-1, a Delaware statutory trust (the "Trust"). Each notice confirms the formal termination of the transaction as of May 8, 2024, and requests the submission of final invoices for all outstanding fees and expenses incurred by the respective service provider in connection with the proposed transaction.
The decision to terminate the proposed securitization was made by the sponsor, Skybridge Fintech Ltd. ("SBF"), and the depositor, SkyLend Funding LLC, following careful consideration of the circumstances surrounding the withdrawal of preliminary ratings by Meridian Credit Ratings, Inc. on May 1, 2024, and the placement of expected ratings on "developing" watch by Carrollton Ratings Group LLC on April 29, 2024, each arising from the identification of material discrepancies in servicing data underlying the static-pool performance tables included in the Preliminary Offering Memorandum dated April 5, 2024. SBF has determined that it is not in the best interests of the transaction participants or prospective investors to proceed with the offering at this time.
Each notice contained herein is a standalone communication intended to be delivered to the respective addressee independently of the other notices. The notices should be transmitted to each addressee via the delivery method specified in the header block of the applicable notice. Unless otherwise indicated, delivery should be made via both email and FedEx overnight delivery, with tracking confirmation retained for the file.
All invoices received from the service providers should be directed to Danielle Prescott, Chief Financial Officer, Skybridge Fintech Ltd., 1400 Market Street, Suite 1210, Wilmington, DE 19801, with copies to Tomás Reyes, General Counsel, at the same address, and to Calderwood & Harkness LLP (attention: Theodore Langston) for inclusion in the sunk-cost reconciliation.
TABLE OF CONTENTS
NOTICE 1
TERMINATION NOTICE TO KEYMARK TRUST COMPANY, NATIONAL ASSOCIATION (Owner Trustee)
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
May 8, 2024
Via Email and FedEx
Elaine Marchetti Trust Officer Keymark Trust Company, National Association 600 North King Street Wilmington, DE 19801
Re: Termination of SkyLend Receivables Trust 2024-1 (EIN: 93-4201855) — Trust Agreement dated February 14, 2024
Dear Ms. Marchetti:
This firm serves as counsel to Skybridge Fintech Ltd. ("SBF"), a Delaware corporation with its principal office at 1400 Market Street, Suite 1210, Wilmington, DE 19801 (EIN: 84-3291076). SBF is the indirect sponsor of the proposed $200,000,000 securitization of consumer receivables through SkyLend Receivables Trust 2024-1 (the "Trust"), a Delaware statutory trust formed on February 14, 2024, pursuant to that certain Trust Agreement, dated as of February 14, 2024 (the "Trust Agreement"), between SkyLend Funding LLC, a Delaware limited liability company (the "Depositor"), and Keymark Trust Company, National Association ("Keymark"), as owner trustee. This letter is delivered on behalf of SBF and the Depositor (EIN: 93-4187620), the sole beneficial owner of the Trust, and is authorized by each of SBF and the Depositor.
Notice of Termination. We write to formally advise you that SBF and the Depositor have determined to terminate the proposed securitization transaction effective as of the date of this letter, May 8, 2024. The proposed issuance of the Class A Notes in the aggregate principal amount of $170,000,000 and the Class B Notes in the aggregate principal amount of $22,000,000, each to be issued by the Trust, will not proceed. For the avoidance of doubt, no notes were issued by the Trust, no receivables were transferred to the Trust, no indenture was executed, and no offering memorandum was finalized or distributed to investors in final form. The transaction did not close and is hereby abandoned.
Wind-Down of Trust. In light of the foregoing, we respectfully request that Keymark take no further action under the Trust Agreement except as may be specifically directed by the Depositor in connection with the orderly dissolution and winding up of the Trust in accordance with the terms of the Trust Agreement and applicable provisions of the Delaware Statutory Trust Act, 12 Del. C. §§ 3801 et seq. SBF anticipates providing Keymark with a certificate of cancellation for filing with the Delaware Secretary of State in due course, and we will coordinate with your office on the timing and logistics of such filing. In the interim, we respectfully request that Keymark confirm in writing, at your earliest convenience, that (a) no assets are held by or on behalf of the Trust, (b) no liabilities have been incurred by the Trust (other than Keymark's own fees and expenses for services rendered as owner trustee), and (c) no third-party claims against the Trust are known to Keymark as of the date hereof. Such confirmation will assist the Depositor in completing its internal records and preparing the necessary dissolution filings.
Final Invoicing. We request that Keymark submit a final invoice for all fees and expenses incurred in connection with the Trust, including the prorated annual owner trustee fee and any out-of-pocket expenses incurred by Keymark in connection with the formation and administration of the Trust. We note that the agreed annual owner trustee fee under the Trust Agreement is $7,500 per annum. The prorated amount for the period from February 14, 2024, through May 8, 2024 — a period of approximately eighty-four (84) days, or approximately 23% of the calendar year — is estimated at approximately $1,726, although we understand that Keymark's standard practice may be to prorate on a semi-annual basis, in which case the prorated amount would be approximately $3,750. We ask that Keymark apply its standard prorating methodology and include appropriate detail in the final invoice. All invoices should be directed to:
Danielle Prescott Chief Financial Officer Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801
Email: dprescott@skybridgefintech.com
with a copy to:
Tomás Reyes General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801
Email: treyes@skybridgefintech.com
Document Retention. We request that Keymark retain all documents, records, and correspondence related to SkyLend Receivables Trust 2024-1 — including, without limitation, the executed Trust Agreement, all certificates of formation and related filings, and all correspondence between Keymark and any other party to the transaction — in accordance with Keymark's standard document-retention policies and applicable law. Should Keymark's retention policies require the destruction of any such documents prior to seven (7) years from the date hereof, we ask that Keymark notify us in advance so that we may request copies or take other appropriate steps.
Reservation of Rights. This notice is delivered without prejudice to any rights, remedies, or claims of SBF, the Depositor, or the Trust under the Trust Agreement, at law, in equity, or otherwise. Nothing in this notice shall be construed as a waiver, release, or limitation of any such rights, remedies, or claims, all of which are expressly reserved.
We appreciate Keymark's cooperation and professionalism throughout the course of this engagement. Please do not hesitate to contact me directly at (212) 558-4000 or at tlangston@calderwoodharkness.com should you have any questions regarding this notice or the wind-down of the Trust.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Theodore Langston Partner
cc: Tomás Reyes, General Counsel, Skybridge Fintech Ltd. cc: Danielle Prescott, Chief Financial Officer, Skybridge Fintech Ltd.
NOTICE 2
TERMINATION NOTICE TO ATLANTIC FIDUCIARY SERVICES, INC. (Indenture Trustee / Note Registrar / Paying Agent / Custodian)
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
May 8, 2024
Via Email and FedEx
David Moynihan Corporate Trust Officer Atlantic Fiduciary Services, Inc. 2 Christiana Centre, Suite 1400 Wilmington, DE 19801
Re: Termination of Proposed Securitization — SkyLend Receivables Trust 2024-1 — Draft Indenture dated March 4, 2024 (unexecuted)
Dear Mr. Moynihan:
This firm serves as counsel to Skybridge Fintech Ltd. ("SBF"), the indirect sponsor of the proposed $200,000,000 securitization of consumer receivables through SkyLend Receivables Trust 2024-1 (the "Trust"), a Delaware statutory trust formed on February 14, 2024. Atlantic Fiduciary Services, Inc. ("AFS") was designated to serve as indenture trustee, note registrar, paying agent, and custodian under the draft Indenture between the Trust (as issuer) and AFS (as indenture trustee), dated March 4, 2024 (the "Draft Indenture"). The engagement of AFS in these capacities was contemplated in connection with the Trust's proposed issuance of the Class A Notes in the aggregate principal amount of $170,000,000 and the Class B Notes in the aggregate principal amount of $22,000,000.
Notice of Termination. We write to formally advise you that SBF has determined to terminate the proposed securitization transaction effective as of the date of this letter, May 8, 2024. As a consequence of this determination, the Draft Indenture will not be executed in final form, and no Notes will be issued by the Trust. The CUSIP prefix 87165Q, which was allocated to the proposed Notes by Standard & Poor's CUSIP Global Services, was never utilized in connection with any issuance, sale, or distribution of securities, and AFS should take no further action with respect to such CUSIPs. We will separately notify CUSIP Global Services of the cancellation of such allocation. AFS's services as indenture trustee, note registrar, paying agent, and custodian are no longer required, and this notice constitutes formal termination of the engagement of AFS in all such capacities.
Account Control Agreement and Custodial Agreement. We note for the record that the following agreements, each of which was contemplated in connection with the proposed securitization, were never executed in final form:
(a) the draft Account Control Agreement among the Trust, AFS (as indenture trustee), and Keymark Trust Company, National Association (as collection-account bank), which was to govern the collection account, reserve account, and other trust accounts to be established in connection with the transaction; and
(b) the draft Custodial Agreement between the Trust and AFS (as custodian), which was to govern the custody of the receivable files and related documentation.
No collection accounts, reserve accounts, custodial accounts, or any other accounts of any kind were established or funded in connection with the proposed securitization. We respectfully request that AFS confirm in writing that it holds no assets, receivable files, records, funds, or other property on behalf of the Trust, the Depositor, SBF, or any other party to the proposed transaction. Such confirmation will assist SBF and the Depositor in completing their internal reconciliation of the transaction.
Final Invoicing. We request that AFS submit a final invoice for all fees and expenses incurred in connection with the proposed transaction, including any fees for document review, counsel fees, and out-of-pocket expenses. We note the agreed acceptance fee of $15,000, which is non-refundable pursuant to the terms of the fee letter between SBF and AFS dated February 20, 2024. With respect to the annual indenture trustee fee of $12,500 per annum, we note that as the Draft Indenture was never executed in final form and no Notes were issued, it is our understanding that the annual fee may not be applicable; however, we invite AFS to submit its position on this matter together with its final invoice, and SBF will review any such claim in good faith. All invoices should be directed to:
Danielle Prescott Chief Financial Officer Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801
Email: dprescott@skybridgefintech.com
with a copy to:
Tomás Reyes General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801
Email: treyes@skybridgefintech.com
Document Retention. We request that AFS retain all drafts, correspondence, records, and work product related to the proposed SkyLend Receivables Trust 2024-1 transaction — including, without limitation, all drafts of the Indenture, the Account Control Agreement, the Custodial Agreement, and all related correspondence — in accordance with AFS's standard document-retention policies and applicable law. If AFS's policies would require the destruction of any such materials before the expiration of seven (7) years from the date hereof, we ask that AFS notify us in advance to permit us to request copies or make alternative arrangements.
Reservation of Rights. This notice is delivered without prejudice to any rights, remedies, or claims of SBF, the Depositor (SkyLend Funding LLC), or the Trust under the Draft Indenture, the fee letter, at law, in equity, or otherwise. Nothing contained in this notice shall be construed as a waiver, release, or limitation of any such rights, remedies, or claims, all of which are expressly reserved.
We appreciate the professionalism and responsiveness of AFS and its team throughout the course of this engagement, and we regret that the transaction will not be proceeding to closing. Please do not hesitate to contact me directly at (212) 558-4000 or at tlangston@calderwoodharkness.com should you have any questions regarding this notice or the matters addressed herein.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Theodore Langston Partner
cc: Tomás Reyes, General Counsel, Skybridge Fintech Ltd. cc: Danielle Prescott, Chief Financial Officer, Skybridge Fintech Ltd.
NOTICE 3
TERMINATION NOTICE TO MERIDIAN CREDIT RATINGS, INC. (Primary Rating Agency)
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
May 8, 2024
Via Email and FedEx
Gregory Fontaine Lead Analyst Meridian Credit Ratings, Inc. 7 World Trade Center, 33rd Floor New York, NY 10007
Re: Termination of Rating Engagement — SkyLend Receivables Trust 2024-1 — Engagement Letter dated February 28, 2024
Dear Mr. Fontaine:
This firm serves as counsel to Skybridge Fintech Ltd. ("SBF"), a Delaware corporation and the indirect sponsor of the proposed $200,000,000 consumer-receivables securitization through SkyLend Receivables Trust 2024-1 (the "Trust"), a Delaware statutory trust formed on February 14, 2024. Meridian Credit Ratings, Inc. ("Meridian") was engaged pursuant to an engagement letter dated February 28, 2024 (the "Engagement Letter"), to assign preliminary ratings to the Class A Notes (expected Aaa(sf)) and the Class B Notes (expected A2(sf)), each to be issued by the Trust in connection with the proposed securitization transaction.
Background. We acknowledge that Meridian withdrew its preliminary ratings on May 1, 2024, following the identification of material discrepancies in the servicing data underlying the static-pool performance tables included in the Preliminary Offering Memorandum dated April 5, 2024. As you are aware, the rating-agency presentation took place on April 8, 2024, at which time SBF's management team, together with representatives of this firm, presented the transaction structure, collateral characteristics, and cash-flow modeling assumptions to Meridian's analytical team. The subsequent identification of discrepancies in the servicing data — which SBF has been investigating internally and with the assistance of its independent auditor — precipitated Meridian's withdrawal of the preliminary ratings and has been a material factor in SBF's determination to terminate the proposed securitization.
Formal Termination. We write to formally advise you that SBF has determined to terminate the proposed securitization transaction effective as of the date of this letter, May 8, 2024. The proposed offering of the Class A Notes and the Class B Notes will not proceed. Accordingly, we confirm that the engagement with Meridian pursuant to the Engagement Letter is hereby terminated, and no further rating actions, surveillance, monitoring, or analytical work is required from Meridian in connection with the Trust or the proposed Notes. For the avoidance of doubt, the annual surveillance fee of $25,000 per annum, which was to become effective upon the closing of the transaction and the initial issuance of the Notes, is not applicable, as no Notes were issued and no closing occurred.
Final Invoicing. We request that Meridian submit a final invoice for all fees and expenses incurred in connection with the rating engagement, including the engagement fee and any out-of-pocket expenses. We acknowledge that the engagement fee of $185,000 is non-refundable pursuant to the terms of Section 4(a) of the Engagement Letter and that such amount is expected to constitute the principal component of the final invoice. We request that any additional out-of-pocket expenses (including, without limitation, travel, lodging, and third-party data costs) be separately itemized. All invoices should be directed to:
Danielle Prescott Chief Financial Officer Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801
Email: dprescott@skybridgefintech.com
with a copy to:
Tomás Reyes General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801
Email: treyes@skybridgefintech.com
Confidentiality. We remind Meridian of its confidentiality obligations under Section 7 of the Engagement Letter with respect to all non-public information provided by or on behalf of SBF, the Depositor, and the Trust during the course of the rating engagement. Such confidential information includes, without limitation, loan-level data, pool stratification tables, cash-flow model inputs and outputs, servicer performance data, draft transaction documents, and the Preliminary Offering Memorandum. Meridian's obligations under Section 7 of the Engagement Letter survive the termination of the engagement and remain in full force and effect in accordance with their terms. We ask that Meridian take all appropriate steps to ensure that such confidential information is safeguarded and not disclosed to any third party, except as may be required by applicable law, regulation, or judicial or administrative process.
Reservation of Rights. This notice is delivered without prejudice to any rights, remedies, or claims of SBF, the Depositor (SkyLend Funding LLC), or the Trust under the Engagement Letter, at law, in equity, or otherwise. Nothing contained in this notice shall be construed as a waiver, release, or limitation of any such rights, remedies, or claims, all of which are expressly reserved.
We appreciate the analytical team's work on this engagement and regret that the transaction will not be proceeding. Please do not hesitate to contact me directly at (212) 558-4000 or at tlangston@calderwoodharkness.com should you have any questions.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Theodore Langston Partner
cc: Tomás Reyes, General Counsel, Skybridge Fintech Ltd. cc: Danielle Prescott, Chief Financial Officer, Skybridge Fintech Ltd.
NOTICE 4
TERMINATION NOTICE TO CARROLLTON RATINGS GROUP LLC (Secondary Rating Agency)
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
May 8, 2024
Via Email and FedEx
Teresa Kobayashi Lead Analyst Carrollton Ratings Group LLC 55 Water Street, 40th Floor New York, NY 10041
Re: Termination of Rating Engagement — SkyLend Receivables Trust 2024-1 — Engagement Letter dated February 28, 2024
Dear Ms. Kobayashi:
This firm serves as counsel to Skybridge Fintech Ltd. ("SBF"), a Delaware corporation and the indirect sponsor of the proposed $200,000,000 consumer-receivables securitization through SkyLend Receivables Trust 2024-1 (the "Trust"), a Delaware statutory trust formed on February 14, 2024. Carrollton Ratings Group LLC ("Carrollton") was engaged pursuant to an engagement letter dated February 28, 2024 (the "Engagement Letter"), to assign expected ratings to the Class A Notes (expected AA+(sf)) and the Class B Notes (expected A(sf)), each to be issued by the Trust in connection with the proposed securitization transaction.
Background. We acknowledge that Carrollton placed its expected ratings for both the Class A Notes and the Class B Notes on "developing" watch on April 29, 2024, following the identification of material discrepancies in the servicing data underlying the static-pool performance tables included in the Preliminary Offering Memorandum dated April 5, 2024. As you are aware, the rating-agency presentation took place on April 8, 2024, at which time SBF's management team, together with representatives of this firm, presented the transaction structure, collateral characteristics, and cash-flow modeling assumptions to Carrollton's analytical team. The subsequent identification of data discrepancies has been a significant factor in SBF's decision to terminate the proposed securitization.
Formal Termination. We write to formally advise you that SBF has determined to terminate the proposed securitization transaction effective as of the date of this letter, May 8, 2024. The proposed offering of the Class A Notes and the Class B Notes will not proceed, and no Notes will be issued by the Trust. In light of this termination, we respectfully request that Carrollton take the following actions at its earliest convenience:
(a) formally remove the "developing" watch designation from the expected ratings assigned to the Class A Notes and the Class B Notes; and
(b) withdraw any expected or preliminary ratings assigned in connection with SkyLend Receivables Trust 2024-1, given that no Notes will be issued and no securities will be offered or sold.
We confirm that the engagement with Carrollton pursuant to the Engagement Letter is hereby terminated, and no surveillance, monitoring, or ongoing analytical work is required from Carrollton in connection with the Trust or the proposed Notes. The annual surveillance fee of $20,000 per annum, which was to become effective upon the closing of the transaction and the initial issuance of the Notes, is not applicable, as no Notes were issued and no closing occurred.
Final Invoicing. We request that Carrollton submit a final invoice for all fees and expenses incurred in connection with the rating engagement. We acknowledge that the engagement fee of $160,000 is non-refundable pursuant to the terms of Section 4(a) of the Engagement Letter and that such amount is expected to constitute the principal component of the final invoice. We request that any additional out-of-pocket expenses (including, without limitation, travel, lodging, and third-party data costs) be separately itemized in the final invoice. All invoices should be directed to:
Danielle Prescott Chief Financial Officer Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801
Email: dprescott@skybridgefintech.com
with a copy to:
Tomás Reyes General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801
Email: treyes@skybridgefintech.com
Confidentiality. We remind Carrollton of its confidentiality obligations under Section 6 of the Engagement Letter with respect to all non-public information provided by or on behalf of SBF, the Depositor, and the Trust during the course of the rating engagement. Such confidential information includes, without limitation, loan-level data, pool stratification tables, cash-flow model inputs and outputs, servicer performance data, draft transaction documents, and the Preliminary Offering Memorandum. Carrollton's obligations under Section 6 of the Engagement Letter survive the termination of the engagement and remain in full force and effect in accordance with their terms. We ask that Carrollton take all appropriate steps to ensure that such confidential information is safeguarded and not disclosed to any third party, except as may be required by applicable law, regulation, or judicial or administrative process.
Reservation of Rights. This notice is delivered without prejudice to any rights, remedies, or claims of SBF, the Depositor (SkyLend Funding LLC), or the Trust under the Engagement Letter, at law, in equity, or otherwise. Nothing contained in this notice shall be construed as a waiver, release, or limitation of any such rights, remedies, or claims, all of which are expressly reserved.
We appreciate Carrollton's work on this engagement and regret that the transaction will not be proceeding. Please do not hesitate to contact me directly at (212) 558-4000 or at tlangston@calderwoodharkness.com should you have any questions regarding this notice or the matters addressed herein.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Theodore Langston Partner
cc: Tomás Reyes, General Counsel, Skybridge Fintech Ltd. cc: Danielle Prescott, Chief Financial Officer, Skybridge Fintech Ltd.
NOTICE 5
TERMINATION NOTICE TO ROWLAND & CROSS LLP (Independent Auditor / AUP Provider)
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
May 8, 2024
Via Email and FedEx
Nathan Delacroix Engagement Partner Rowland & Cross LLP 1250 Avenue of the Americas, 22nd Floor New York, NY 10020
Re: Termination of Agreed-Upon Procedures / Comfort Letter Engagement — SkyLend Receivables Trust 2024-1
Dear Mr. Delacroix:
This firm serves as counsel to Skybridge Fintech Ltd. ("SBF"), a Delaware corporation and the indirect sponsor of the proposed $200,000,000 consumer-receivables securitization through SkyLend Receivables Trust 2024-1 (the "Trust"), a Delaware statutory trust formed on February 14, 2024. Rowland & Cross LLP ("R&C") serves as SBF's independent auditor and was engaged pursuant to an engagement letter dated March 1, 2024 (the "Securitization Engagement Letter"), to deliver an agreed-upon procedures ("AUP") letter and a comfort letter in connection with the proposed securitization. The total engagement fee for the AUP and comfort letter work under the Securitization Engagement Letter was $275,000, inclusive of professional fees and standard administrative charges, but exclusive of out-of-pocket expenses.
Notice of Termination. We write to formally advise you that SBF has determined to terminate the proposed securitization transaction effective as of the date of this letter, May 8, 2024. As a consequence of this determination, the AUP letter and comfort letter contemplated by the Securitization Engagement Letter will not be delivered, and no final versions of such deliverables are required. We respectfully request that R&C cease all work related to the securitization engagement, including any in-progress procedures, draft preparation, or review activities, effective immediately upon receipt of this notice. For the avoidance of doubt, R&C's ongoing engagement as SBF's independent auditor for the preparation and audit of SBF's annual financial statements and the provision of related tax compliance services is wholly unaffected by this termination. This notice relates solely to the securitization-specific AUP and comfort letter engagement under the Securitization Engagement Letter.
Final Invoicing. We request that R&C submit a final invoice for all professional fees and expenses incurred in connection with the securitization engagement through the date of this notice. SBF understands that work on the AUP and comfort letter was completed through the draft stage and that substantial analytical and procedural work has been performed. Based on our discussions with R&C's engagement team, we anticipate that the partial fee for work performed to date will be approximately $137,500, representing approximately 50% of the total $275,000 engagement fee. We request that the final invoice include an itemized summary of time incurred by professional category, together with a description of the procedures completed, the procedures remaining, and any out-of-pocket expenses incurred. All invoices should be directed to:
Danielle Prescott Chief Financial Officer Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801
Email: dprescott@skybridgefintech.com
with a copy to:
Tomás Reyes General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801
Email: treyes@skybridgefintech.com
Work Product and Document Retention. We request that R&C retain all work papers, draft deliverables, analytical models, correspondence, and other records related to the securitization AUP and comfort letter engagement in accordance with R&C's professional retention policies and applicable professional standards, including the requirements of the American Institute of Certified Public Accountants ("AICPA") and the Public Company Accounting Oversight Board ("PCAOB"), to the extent applicable. SBF may request access to such work papers in connection with subsequent matters, including without limitation any internal investigation or regulatory inquiry relating to the servicing data discrepancies that contributed to the termination of the transaction. R&C's cooperation in connection with any such request would be appreciated, subject to applicable professional standards and R&C's own policies regarding third-party access to work papers.
Confidentiality. We remind R&C that all non-public information provided to R&C in connection with the securitization engagement remains subject to the confidentiality obligations under the Securitization Engagement Letter and applicable professional standards governing client confidentiality. Such confidential information includes, without limitation, loan-level data, pool stratification tables, servicing data, static-pool performance analyses, draft transaction documents, and the Preliminary Offering Memorandum dated April 5, 2024. R&C's confidentiality obligations survive the termination of the securitization engagement and remain in full force and effect in accordance with their terms.
Reservation of Rights. This notice is delivered without prejudice to any rights, remedies, or claims of SBF, the Depositor (SkyLend Funding LLC), or the Trust under the Securitization Engagement Letter, at law, in equity, or otherwise. Nothing contained in this notice shall be construed as a waiver, release, or limitation of any such rights, remedies, or claims, all of which are expressly reserved.
We value the long-standing relationship between SBF and R&C and look forward to continuing to work with R&C on SBF's annual audit and other ongoing engagements. Please do not hesitate to contact me directly at (212) 558-4000 or at tlangston@calderwoodharkness.com should you have any questions regarding this notice or the wind-down of the securitization engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Theodore Langston Partner
cc: Tomás Reyes, General Counsel, Skybridge Fintech Ltd. cc: Danielle Prescott, Chief Financial Officer, Skybridge Fintech Ltd.
NOTICE 6
TERMINATION NOTICE TO DONNOVAN PRESS LLC (Printer / EDGAR Filing Agent)
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588
May 8, 2024
Via Email
Donnovan Press LLC 75 Elm Street, Suite 400 Stamford, CT 06901
Re: Termination of Printing and EDGAR Preparation Services — SkyLend Receivables Trust 2024-1
To Whom It May Concern:
This firm serves as counsel to Skybridge Fintech Ltd. ("SBF"), a Delaware corporation and the indirect sponsor of the proposed $200,000,000 consumer-receivables securitization through SkyLend Receivables Trust 2024-1 (the "Trust"), a Delaware statutory trust formed on February 14, 2024. Donnovan Press LLC ("Donnovan") was engaged to provide printing and EDGAR preparation services in connection with the Preliminary Offering Memorandum dated April 5, 2024, and related transaction documents, including typesetting, formatting, and digital preparation of the offering memorandum and ancillary materials for distribution to prospective investors and, if applicable, for filing with the Securities and Exchange Commission via the EDGAR system.
Notice of Termination. We write to formally advise you that SBF has determined to terminate the proposed securitization transaction effective as of the date of this letter, May 8, 2024. No final Offering Memorandum will be prepared, printed, distributed, or filed. Accordingly, Donnovan should cease all work related to the SkyLend Receivables Trust 2024-1 transaction immediately upon receipt of this notice, including without limitation any in-progress typesetting, page composition, printing, binding, or EDGAR formatting work. No further services from Donnovan are required in connection with this transaction.
Disposition of Materials. We request that Donnovan destroy all draft materials, typeset files, page proofs, digital copies, and any other versions of the Preliminary Offering Memorandum and any related supplements, exhibits, or ancillary documents in Donnovan's possession or control, in each case whether in physical or electronic form. Upon completion of such destruction, we request that Donnovan provide written confirmation thereof, including confirmation that all electronic copies have been permanently deleted from Donnovan's systems, servers, and backup media. If Donnovan's internal record-retention policies or applicable law require the retention of any such materials, we request that Donnovan promptly notify us and confirm that all retained materials will be stored securely with access restricted to those personnel who require access for compliance or legal purposes. In either case, we ask that Donnovan provide its written response within thirty (30) days of the date of this notice.
Final Invoicing. We request that Donnovan submit a final invoice for all services rendered and expenses incurred in connection with the SkyLend Receivables Trust 2024-1 transaction through the date of this notice. We understand that the estimated total printing and EDGAR preparation fees for the engagement were approximately $42,000, and we ask that the final invoice reflect only those services actually performed and expenses actually incurred through the date of termination. The invoice should include reasonable detail regarding the services rendered, including typesetting hours, proofing cycles, and any EDGAR formatting work completed. All invoices should be directed to:
Danielle Prescott Chief Financial Officer Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801
Email: dprescott@skybridgefintech.com
with a copy to:
Tomás Reyes General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 1210 Wilmington, DE 19801
Email: treyes@skybridgefintech.com
Confidentiality. We remind Donnovan that all materials provided to Donnovan in connection with the SkyLend Receivables Trust 2024-1 transaction, including without limitation the Preliminary Offering Memorandum, all drafts thereof, all ancillary documents, and all data and information contained therein, are confidential and proprietary information of SBF and the Trust. Such materials should be treated as strictly confidential and should not be disclosed, distributed, or made available to any third party. Donnovan's confidentiality obligations with respect to such materials survive the termination of the engagement and remain in full force and effect.
Reservation of Rights. This notice is delivered without prejudice to any rights, remedies, or claims of SBF, the Depositor (SkyLend Funding LLC), or the Trust at law, in equity, or otherwise. Nothing contained in this notice shall be construed as a waiver, release, or limitation of any such rights, remedies, or claims, all of which are expressly reserved.
Please do not hesitate to contact me directly at (212) 558-4000 or at tlangston@calderwoodharkness.com should you have any questions regarding this notice or the disposition of materials in Donnovan's possession.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Theodore Langston Partner
cc: Tomás Reyes, General Counsel, Skybridge Fintech Ltd. cc: Danielle Prescott, Chief Financial Officer, Skybridge Fintech Ltd.
ENCLOSURE
SUMMARY DISTRIBUTION TABLE
SkyLend Receivables Trust 2024-1 — Termination Notices to Service Providers
May 8, 2024
The following table summarizes the six (6) termination notices delivered to the service providers engaged in connection with the proposed securitization of consumer receivables through SkyLend Receivables Trust 2024-1, together with the estimated final fees expected from each service provider and the current status of each engagement.
Total Estimated Final Fees (Service Providers Listed Above): $543,250
Note: The foregoing estimated final fees are preliminary and are subject to adjustment upon receipt and review of final invoices from each service provider. Copies of all invoices received from the service providers listed above should be forwarded promptly to Calderwood & Harkness LLP (attention: Theodore Langston, Partner) for inclusion in the sunk-cost reconciliation for the SkyLend Receivables Trust 2024-1 transaction. For reference, total estimated sunk costs across all transaction participants — including, in addition to the service-provider fees summarized above, legal fees (issuer's counsel and underwriters' counsel), structuring and placement fees, due-diligence costs, and other transaction expenses — are estimated at $1,779,150 as of the date hereof. A detailed sunk-cost reconciliation will be prepared and circulated to SBF management upon the receipt of all final invoices.
End of Termination Notices Package
Calderwood & Harkness LLP — C&H Matter No. 1009-00005
CONFIDENTIAL
Notice | Addressee | Role | Page
1 | Keymark Trust Company, National Association | Owner Trustee | 3
2 | Atlantic Fiduciary Services, Inc. | Indenture Trustee / Paying Agent / Custodian | 7
3 | Meridian Credit Ratings, Inc. | Primary Rating Agency | 11
4 | Carrollton Ratings Group LLC | Secondary Rating Agency | 15
5 | Rowland & Cross LLP | Independent Auditor (AUP / Comfort Letter) | 19
6 | Donnovan Press LLC | Printer / EDGAR Filing Agent | 23
Enclosure | Summary Distribution Table | — | 26
No. | Addressee | Key Contact | Role | Estimated Final Fee | Status
1 | Keymark Trust Company, N.A. | Elaine Marchetti | Owner Trustee | $3,750 (prorated annual fee) | Terminated; wind-down of Trust pending
2 | Atlantic Fiduciary Services, Inc. | David Moynihan | Indenture Trustee / Paying Agent / Custodian | $15,000 (acceptance fee; non-refundable) | Terminated; Draft Indenture unexecuted
3 | Meridian Credit Ratings, Inc. | Gregory Fontaine | Primary Rating Agency | $185,000 (engagement fee; non-refundable) | Terminated; preliminary ratings withdrawn 5/1/2024
4 | Carrollton Ratings Group LLC | Teresa Kobayashi | Secondary Rating Agency | $160,000 (engagement fee; non-refundable) | Terminated; expected ratings on "developing" watch 4/29/2024; withdrawal requested
5 | Rowland & Cross LLP | Nathan Delacroix | Independent Auditor (AUP / Comfort Letter) | $137,500 (partial fee — 50% of $275,000) | Terminated; ongoing audit engagement unaffected
6 | Donnovan Press LLC | — | Printer / EDGAR Filing Agent | $42,000 (estimated) | Terminated; destruction of materials requested

TERMINATION NOTICES TO SERVICE PROVIDERS

SKYLEND RECEIVABLES TRUST 2024-1

COVER NOTE

TABLE OF CONTENTS

NOTICE 1

CALDERWOOD & HARKNESS LLP

NOTICE 2

CALDERWOOD & HARKNESS LLP

NOTICE 3

CALDERWOOD & HARKNESS LLP

NOTICE 4

CALDERWOOD & HARKNESS LLP

NOTICE 5

CALDERWOOD & HARKNESS LLP

NOTICE 6

CALDERWOOD & HARKNESS LLP

ENCLOSURE

SUMMARY DISTRIBUTION TABLE

CONFIDENTIAL

Record

Parties

Dates

Amounts