1009-00005 · Skybridge Fintech Ltd · Transaction Documents

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Calderwood & Harkness LLP Draft Matter No. 1009-00005 Draft dated April __, 2024

ADMINISTRATION AGREEMENT

dated as of [●], 2024

between

SKYLEND RECEIVABLES TRUST 2024-1, as Issuer,

and

SKYBRIDGE FINTECH LTD., as Administrator

ADMINISTRATION AGREEMENT

This ADMINISTRATION AGREEMENT (this "Agreement") is dated as of [●], 2024, and entered into by and between:

(1) SKYLEND RECEIVABLES TRUST 2024-1, a Delaware statutory trust (the "Trust" or the "Issuer"); and

(2) SKYBRIDGE FINTECH LTD., a Delaware corporation ("SBF" or the "Administrator").

Each of the Trust and SBF is sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, SkyLend Receivables Trust 2024-1 (EIN: 93-4201855) is 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 (EIN: 93-4187620), as depositor (the "Depositor"), and Keymark Trust Company, National Association, a national banking association organized under the laws of the United States ("Keymark"), as owner trustee (in such capacity, the "Owner Trustee");

WHEREAS, the Trust was formed for the purpose of (a) acquiring certain consumer installment-loan receivables originated by SBF through the SkyLend platform, (b) issuing $170,000,000 aggregate principal amount of Class A Asset-Backed Notes (the "Class A Notes") and $22,000,000 aggregate principal amount of Class B Asset-Backed Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes"), and a subordinated residual interest in the amount of $8,000,000 (the "Residual Interest" or "Certificate"), under that certain Indenture, dated as of [●], 2024 (the "Indenture"), between the Trust and Atlantic Fiduciary Services, Inc. ("AFS"), as indenture trustee (in such capacity, the "Indenture Trustee"), and (c) granting a security interest in the Trust's assets to the Indenture Trustee for the benefit of the holders of the Notes;

WHEREAS, the Notes are being offered and sold in a private placement pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S thereunder, as described in the Preliminary Offering Memorandum dated April 5, 2024 (the "Offering Memorandum");

WHEREAS, Skybridge Fintech Ltd. is a Delaware corporation (EIN: 84-3291076) headquartered at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801, and is the originator and sponsor of the consumer installment-loan receivables securitized in the Trust and, in such capacity, possesses the expertise, systems, personnel, and resources necessary to perform administrative functions on behalf of the Trust;

WHEREAS, the Trust desires to appoint SBF as Administrator to perform certain administrative, reporting, compliance, and coordination duties on behalf of the Trust, and SBF desires to accept such appointment, in each case on the terms and conditions set forth herein;

WHEREAS, the duties of SBF hereunder are separate and distinct from, and in addition to, SBF's duties and obligations in its capacity as Servicer under that certain Sale and Servicing Agreement, dated as of [●], 2024 (the "Sale and Servicing Agreement"), among the Depositor, the Trust, SBF (as servicer), and Clearview Loan Servicing, Inc. ("Clearview"), as sub-servicer; and

WHEREAS, reference is made to the Indenture dated as of [●], 2024, the Sale and Servicing Agreement dated as of [●], 2024, and the Trust Agreement dated February 14, 2024, each as described herein and as the same may be amended, supplemented, or otherwise modified from time to time in accordance with their respective terms.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.01 — Defined Terms

As used in this Agreement, the following terms shall have the respective meanings set forth below:

"Account Control Agreement" means the Account Control Agreement, dated as of [●], 2024, among the Trust, AFS, and Keymark Trust Company, National Association, governing the establishment, maintenance, and control of the Collection Account and the Reserve Account.

"Administrator" means Skybridge Fintech Ltd., a Delaware corporation, in its capacity as administrator of the Trust under this Agreement, and any successor Administrator appointed pursuant to Article VII.

"Administrator Default" has the meaning set forth in Section 7.04.

"Administrator Fee" has the meaning set forth in Section 3.01.

"AFS" or "Indenture Trustee" means Atlantic Fiduciary Services, Inc., a Delaware corporation, having its corporate trust office at 2 Christiana Centre, Suite 1400, Wilmington, Delaware 19801, in its capacity as indenture trustee under the Indenture, and any successor indenture trustee appointed thereunder. The designated corporate trust officer of AFS as of the date hereof is David Moynihan.

"Agreement" means this Administration Agreement, as it may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.

"Applicable Law" means, with respect to any Person, all federal, state, and local statutes, laws, rules, regulations, ordinances, codes, orders, judgments, decrees, directives, permits, and requirements of any governmental authority applicable to such Person or any of its properties, assets, officers, directors, employees, consultants, or agents, including, without limitation, the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, as amended, the Internal Revenue Code, and Regulation AB.

"Board Resolution" means a certified copy of one or more resolutions adopted by the Board of Directors of SBF authorizing the execution, delivery, and performance of this Agreement and the other Transaction Documents.

"Business Day" means any day other than a Saturday, Sunday, or any day on which banking institutions in Wilmington, Delaware, or New York, New York, are authorized or obligated by law or executive order to close.

"Certificate" or "Residual Interest" means the subordinated residual interest in the Trust in the amount of $8,000,000, retained by SkyLend Funding LLC as Depositor.

"Class A Notes" means the $170,000,000 aggregate principal amount of Class A Asset-Backed Notes issued by the Trust pursuant to the Indenture, representing approximately 85% of the total capital structure of the Trust. The Class A Notes have expected ratings of Aaa(sf) by Meridian Credit Ratings, Inc. and AA+(sf) by Carrollton Ratings Group LLC, with a target coupon of 5.45% to 5.65% per annum.

"Class B Notes" means the $22,000,000 aggregate principal amount of Class B Asset-Backed Notes issued by the Trust pursuant to the Indenture, representing approximately 11% of the total capital structure of the Trust. The Class B Notes have expected ratings of A2(sf) by Meridian Credit Ratings, Inc. and A(sf) by Carrollton Ratings Group LLC, with a target coupon of 6.75% to 7.00% per annum.

"Clearview" or "Sub-Servicer" means Clearview Loan Servicing, Inc., an Ohio corporation, having its principal office at 8800 Brecksville Road, Suite 300, Cleveland, Ohio 44141, in its capacity as sub-servicer under the Sale and Servicing Agreement and the Master Servicing Agreement.

"Closing Date" has the meaning ascribed to such term in the Indenture.

"Collection Account" means the segregated account established and maintained pursuant to the Account Control Agreement among the Trust, AFS, and Keymark Trust Company, National Association, into which all collections on the Receivables are deposited.

"Custodial Agreement" means the Custodial Agreement, dated as of [●], 2024, between the Trust and AFS, governing the custody and safekeeping of the original receivable files.

"Cut-Off Date" means March 31, 2024.

"Depositor" means SkyLend Funding LLC, a Delaware limited liability company (EIN: 93-4187620), having its principal office at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801, in its capacity as depositor of the Receivables into the Trust.

"Distribution Date" has the meaning ascribed to such term in the Indenture.

"EDGAR" means the Electronic Data Gathering, Analysis, and Retrieval system maintained by the SEC.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

"Indenture" means the Indenture, dated as of [●], 2024, between the Trust and AFS, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.

"Internal Revenue Code" or "Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

"Issuer" or "Trust" means SkyLend Receivables Trust 2024-1, a Delaware statutory trust (EIN: 93-4201855) formed pursuant to the Trust Agreement.

"Keymark" or "Owner Trustee" means Keymark Trust Company, National Association, a national banking association organized under the laws of the United States, having its corporate trust office at 600 North King Street, Wilmington, Delaware 19801, in its capacity as owner trustee under the Trust Agreement, and any successor owner trustee appointed thereunder. The designated trust officer of Keymark as of the date hereof is Elaine Marchetti.

"LLC Agreement" means the Limited Liability Company Agreement of SkyLend Funding LLC, as in effect on the date hereof and as the same may be amended from time to time.

"Master Servicing Agreement" or "MSA" means the Master Servicing Agreement, dated as of October 1, 2022, between SBF and Clearview, as amended by Amendment No. 1, dated March 18, 2024, and as may be further amended, supplemented, or otherwise modified from time to time.

"Notes" means, collectively, the Class A Notes and the Class B Notes.

"Noteholders" means the registered holders of the Notes from time to time.

"Offering Memorandum" means the Preliminary Offering Memorandum, dated April 5, 2024, relating to the Notes, together with any supplements or amendments thereto, and the final Offering Memorandum, if and when prepared.

"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity.

"Preliminary Purchase Agreement" means the Preliminary Purchase Agreement, dated as of [●], 2024, among the Trust, SBF, SkyLend Funding LLC, and Halcyon Securities LLC, relating to the placement of the Notes.

"Rating Agencies" means Meridian Credit Ratings, Inc. and Carrollton Ratings Group LLC, and any successor rating agency engaged by the Trust from time to time.

"Receivables" means the consumer installment-loan receivables originated by SBF through the SkyLend platform and conveyed to the Trust pursuant to the Receivables Purchase Agreement and the Sale and Servicing Agreement. As of the Cut-Off Date, the Receivables consist of approximately 23,100 individual loans with an aggregate outstanding principal balance of approximately $200,000,000.

"Receivables Purchase Agreement" means the Receivables Purchase Agreement, dated as of [●], 2024, between SBF and SkyLend Funding LLC, pursuant to which SBF sells and conveys the Receivables to the Depositor.

"Regulation AB" means Regulation AB under the Securities Act, as set forth in Subpart 229.1100 through 229.1125 of Regulation S-K (17 C.F.R. §§ 229.1100 through 229.1125), as the same may be amended or supplemented from time to time.

"Reserve Account" means the account established and funded at an initial balance equal to 1.00% of the initial pool balance (i.e., $2,000,000), as specified in the Indenture and the Account Control Agreement, for the benefit of the Noteholders.

"Sale and Servicing Agreement" means the Sale and Servicing Agreement, dated as of [●], 2024, among SkyLend Funding LLC, the Trust, SBF (as servicer), and Clearview (as sub-servicer), as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.

"SBF" means Skybridge Fintech Ltd., a Delaware corporation (EIN: 84-3291076), having its principal office at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801.

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

"Servicer" means Skybridge Fintech Ltd., in its capacity as servicer under the Sale and Servicing Agreement, and any successor servicer appointed thereunder.

"Sub-Servicer" means Clearview Loan Servicing, Inc., in its capacity as sub-servicer under the Sale and Servicing Agreement and the Master Servicing Agreement.

"Transaction Documents" means, collectively, this Agreement, the Indenture, the Trust Agreement, the Sale and Servicing Agreement, the Receivables Purchase Agreement, the Preliminary Purchase Agreement, the Account Control Agreement, the Custodial Agreement, the LLC Agreement of SkyLend Funding LLC, the Offering Memorandum, and each other document, instrument, or agreement executed and delivered in connection with the issuance, sale, and administration of the Notes.

"Trust Agreement" means the Trust Agreement, dated as of February 14, 2024, between SkyLend Funding LLC and Keymark, pursuant to which the Trust was formed, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.

Section 1.02 — Rules of Construction

(a) The headings and captions in this Agreement are for convenience of reference only and shall not define, limit, or otherwise affect the meaning or interpretation of any provision hereof.

(b) Unless the context otherwise requires, (i) references to Articles, Sections, Exhibits, and Schedules are references to Articles, Sections, Exhibits, and Schedules of this Agreement, (ii) references to any agreement or instrument are references to such agreement or instrument as amended, supplemented, restated, or otherwise modified from time to time, and (iii) references to any statute, rule, or regulation are references to such statute, rule, or regulation as amended, supplemented, or otherwise modified from time to time (including any successor statute, rule, or regulation).

(d) The word "including" (and words of similar import) means "including, without limitation," and shall not be construed to limit any general statement preceding it to the specific or similar items or matters immediately following it.

(e) Unless otherwise specified, references to any dollar amount or "$" refer to lawful money of the United States of America.

(f) If any date on which a payment, notice, or action is required to be made, given, or taken hereunder falls on a day that is not a Business Day, such payment, notice, or action shall be made, given, or taken on the next succeeding Business Day, and no additional interest or fees shall accrue by reason of such delay.

(g) References to "the date hereof" or "the date of this Agreement" shall mean the date first set forth in the preamble to this Agreement.

Section 1.03 — Incorporation by Reference

All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture. If a term used herein is not defined herein or in the Indenture, such term shall have the meaning given to it in the Sale and Servicing Agreement. In the event of a conflict between a definition in this Agreement and a definition in the Indenture or the Sale and Servicing Agreement, the definition in this Agreement shall control for purposes of this Agreement.

ARTICLE II — APPOINTMENT; ACCEPTANCE

Section 2.01 — Appointment of Administrator

The Trust hereby appoints SBF as the Administrator of the Trust, to perform the administrative duties and obligations set forth in Article III and such other duties as are expressly assigned to the Administrator under the terms of this Agreement and the other Transaction Documents. SBF hereby accepts such appointment and agrees to perform the duties and obligations of the Administrator in accordance with the terms of this Agreement, the Indenture, the Trust Agreement, the Sale and Servicing Agreement, and Applicable Law. Such appointment shall be effective as of the Closing Date and shall continue until terminated in accordance with Article X.

Section 2.02 — Authority of Administrator

(a) The Trust hereby grants to SBF, and SBF hereby accepts, full power and authority to take all actions, execute and deliver all documents and instruments, and do all things necessary, appropriate, or advisable to carry out its duties and obligations under this Agreement, including, without limitation, the authority to:

(i) execute and deliver, on behalf of the Trust, all reports, filings, returns, certificates, and other documents required to be filed with or delivered to any governmental authority, including the SEC, the Internal Revenue Service, and state and local taxing authorities;

(ii) execute and deliver officer's certificates, compliance certificates, and other instruments required under the Indenture, the Trust Agreement, or the Sale and Servicing Agreement;

(iii) engage, on behalf of the Trust, legal counsel, accountants, tax advisors, filing agents, and other professional service providers as may be necessary or appropriate to carry out the duties of the Administrator hereunder;

(iv) communicate on behalf of the Trust with the Indenture Trustee, the Owner Trustee, the Servicer, the Sub-Servicer, the Rating Agencies, the Noteholders, and any other Person in connection with the administration of the Trust; and

(v) take such other actions as may be necessary or appropriate in connection with the administration of the Trust, to the extent not reserved to the Owner Trustee under the Trust Agreement or to the Indenture Trustee under the Indenture.

(b) Notwithstanding the foregoing, SBF shall not have the authority to take any action that is expressly reserved to the Owner Trustee under the Trust Agreement or to the Indenture Trustee under the Indenture, unless such action is specifically delegated to SBF by the Owner Trustee or the Indenture Trustee, as applicable, in writing.

(c) SBF shall act as an independent contractor in the performance of its duties hereunder and shall not be deemed an agent, partner, or joint venturer of the Owner Trustee, the Indenture Trustee, or the Trust, except to the extent expressly provided in this Agreement or the other Transaction Documents. Nothing in this Agreement shall create or be construed to create any employment relationship between SBF and the Owner Trustee or the Indenture Trustee.

Section 2.03 — Sub-Delegation

(a) SBF may, in its discretion, delegate the performance of specific administrative functions contemplated by this Agreement to one or more qualified third parties (each, a "Delegate"); provided, however, that:

(i) SBF shall remain primarily responsible and liable for all duties and obligations delegated to any Delegate, and no such delegation shall relieve SBF of any of its obligations under this Agreement;

(ii) any Delegate must meet reasonable competency standards, including, without limitation, demonstrable experience in performing the type of duties delegated and adequate personnel, systems, and infrastructure to perform such duties in accordance with the standards set forth in this Agreement;

(iii) SBF shall provide prior written notice to the Indenture Trustee and the Owner Trustee of any material delegation of duties hereunder, which notice shall identify the Delegate, the scope of duties delegated, and the anticipated duration of such delegation; and

(iv) SBF shall supervise and monitor the performance of each Delegate and shall take prompt corrective action if any Delegate fails to perform its delegated duties in accordance with the terms of this Agreement.

(b) For the avoidance of doubt, the engagement of professional service providers (including legal counsel, accountants, tax advisors, and filing agents) on behalf of the Trust in accordance with Section 2.02(a)(iii) shall not constitute a delegation of duties requiring notice under this Section 2.03.

(c) No delegation of duties pursuant to this Section 2.03 shall relieve SBF of its obligations under this Agreement, and SBF shall remain fully responsible to the Trust, the Indenture Trustee, the Owner Trustee, and the Noteholders for the performance of all duties hereunder, whether performed directly by SBF or through a Delegate.

ARTICLE III — DUTIES OF THE ADMINISTRATOR

Section 3.01 — Administrator Fee

(a) As compensation for the performance of its duties and obligations under this Agreement, SBF shall be entitled to receive an annual administrator fee (the "Administrator Fee") in the amount of $[●] per annum, payable in equal monthly installments in arrears on each Distribution Date (or, if such date is not a Business Day, on the next succeeding Business Day), commencing on the first Distribution Date following the Closing Date.

(b) The Administrator Fee shall be subordinate in right of payment to all amounts payable on the Notes (including interest and principal on the Class A Notes and the Class B Notes) and the Servicing Fee (as defined in the Sale and Servicing Agreement) in accordance with the priority-of-payments waterfall set forth in the Indenture. The priority-of-payments waterfall under the Indenture provides, inter alia, for the maintenance of an overcollateralization target of 3.5% of the initial pool balance ($7,000,000) and a reserve-account floor of 1.00% of the initial pool balance ($2,000,000). Payment of the Administrator Fee shall be made only to the extent that funds are available therefor after satisfaction of all prior-ranking obligations in the waterfall.

(c) SBF shall not be entitled to any additional compensation for the performance of its duties hereunder, except as may be separately agreed in writing by the Parties with the prior consent of the Indenture Trustee. The foregoing shall not affect SBF's entitlement to reimbursement of out-of-pocket expenses as may be provided in the Indenture or the other Transaction Documents.

(d) In the event of a partial Distribution Date payment or a shortfall in the waterfall, SBF shall have no claim against the Trust, the Indenture Trustee, the Owner Trustee, the Depositor, or any Noteholder for any unpaid or deferred portion of the Administrator Fee, except to the extent that funds subsequently become available for such payment in accordance with the waterfall.

Section 3.02 — SEC Reporting and Compliance

(a) SBF shall prepare, execute, and file (or cause to be prepared, executed, and filed) all reports, statements, and other documents required to be filed by the Trust with the SEC under the Exchange Act and any other applicable securities laws and regulations, including, without limitation, the following:

(i) Form 10-D (Distribution Reports). SBF shall prepare and file on behalf of the Trust all required Distribution Reports on Form 10-D (or any successor form) on a monthly basis, within the timeframes required by applicable SEC rules, reporting on distributions made to Noteholders, pool performance, delinquency and loss data, and such other information as may be required under Regulation AB or otherwise.

(ii) Form 10-K (Annual Report). SBF shall prepare and file on behalf of the Trust an annual report on Form 10-K (or any successor form) within ninety (90) days of the end of each fiscal year of the Trust, including the annual financial statements of the Trust, the servicer compliance statement, the report on assessment of compliance with servicing criteria, and the attestation report of the registered public accounting firm, as required by Regulation AB.

(iii) Form 8-K (Current Reports). SBF shall prepare and file on behalf of the Trust current reports on Form 8-K (or any successor form) upon the occurrence of any reportable event, within the timeframes required by applicable SEC rules.

(iv) Other Exchange Act Reports. SBF shall prepare and file on behalf of the Trust any other reports, statements, or filings required under the Exchange Act or Regulation AB, as applicable, including any proxy statements, registration statements, or amendments thereto.

(b) SBF shall engage and coordinate with Donnovan Press LLC (or any successor EDGAR filing agent) for the preparation, formatting, conversion, and transmission of all SEC filings through the EDGAR system on behalf of the Trust. SBF shall be responsible for the accuracy and completeness of all filings submitted through EDGAR and shall review all filings prior to transmission for compliance with applicable SEC rules and formatting requirements.

(c) SBF shall maintain and safeguard all EDGAR access codes, filing credentials, and related authentication materials on behalf of the Trust, and shall ensure that such codes and credentials are available for use by any successor Administrator upon termination of this Agreement.

(d) To the extent required by Regulation AB or otherwise applicable, SBF shall prepare and include in the Trust's SEC filings any "static pool" data, asset-level disclosure, or other supplemental information required to be disclosed in connection with the Receivables, the Notes, or the Trust. SBF shall coordinate with the Servicer, the Sub-Servicer, and the Trust's accountants to obtain the data and information necessary for such disclosures.

(e) SBF shall promptly notify the Indenture Trustee, the Owner Trustee, and legal counsel (including Calderwood & Harkness LLP) of any comments or inquiries received from the staff of the SEC regarding the Trust's filings, and shall coordinate the preparation and filing of any response thereto.

Section 3.03 — Tax Reporting and Filings

(a) SBF shall prepare and file (or cause to be prepared and filed) all federal, state, and local tax returns, information reports, and other tax-related filings required to be made by or on behalf of the Trust, including, without limitation, the following:

(i) Federal Income Tax Returns. SBF shall prepare and file IRS Form 1041 (or such other form as may be appropriate) in connection with the Trust's classification as a fixed-investment trust and grantor trust under Subpart E of Subchapter J of the Internal Revenue Code. SBF shall also prepare and file any other federal income tax returns or information returns required of the Trust.

(ii) Information Reporting to Noteholders. SBF shall prepare and furnish to Noteholders all required information returns, including IRS Forms 1099-INT (reporting interest income) and IRS Forms 1099-OID (reporting original issue discount), within the timeframes required by applicable IRS rules.

(iii) State and Local Tax Filings. SBF shall prepare and file all state and local tax returns, franchise tax reports, and information returns required to be filed by the Trust in each jurisdiction in which the Trust is subject to filing requirements, including, without limitation, the State of Delaware.

(b) SBF shall coordinate with Rowland & Cross LLP (SBF's independent auditor; engagement partner: Nathan Delacroix) as necessary in connection with the preparation of audited financial statements, agreed-upon procedures reports, comfort letters, or other audit-related deliverables required by the Transaction Documents, the SEC, or the Rating Agencies.

(c) SBF shall maintain and safeguard the Trust's employer identification number (EIN: 93-4201855) and all related tax registrations, and shall ensure the timely renewal of any such registrations as may be required.

(d) SBF shall consult with Calderwood & Harkness LLP and such other tax counsel as SBF may deem appropriate regarding any changes in applicable tax law, IRS guidance, Treasury Regulations, or administrative rulings that could affect the Trust's classification as a grantor trust, the tax treatment of the Notes, or the Trust's tax-reporting obligations. SBF shall promptly notify the Indenture Trustee and the Owner Trustee of any such changes and shall take all actions reasonably necessary to maintain the Trust's grantor-trust classification.

Section 3.04 — Coordination with the Indenture Trustee

SBF shall serve as the primary liaison between the Trust and Atlantic Fiduciary Services, Inc. (David Moynihan, Corporate Trust Officer), in its capacity as Indenture Trustee, in connection with the following:

(a) Monthly Servicer Reports and Distribution Calculations. SBF shall coordinate the timely delivery of monthly servicer reports and distribution calculations from the Servicer and/or the Sub-Servicer to the Indenture Trustee, and shall review such reports for accuracy and completeness prior to delivery.

(b) Payment Waterfall Verification. SBF shall calculate, or cause to be calculated, and verify the amounts payable under the priority-of-payments waterfall specified in the Indenture on each Distribution Date, including, without limitation, (i) interest payable on the Class A Notes and the Class B Notes, (ii) principal payable on the Class A Notes and the Class B Notes, (iii) the Servicing Fee (calculated at 0.50% per annum of the outstanding pool balance, estimated at approximately $1,000,000 annually based on the initial pool balance), (iv) the Administrator Fee, (v) overcollateralization amounts required to maintain the target of 3.5% ($7,000,000), and (vi) reserve-account replenishment amounts required to maintain the floor of 1.00% ($2,000,000). SBF shall deliver a written calculation of the waterfall to the Indenture Trustee in advance of each Distribution Date.

(c) Officer's Certificates and Compliance Certificates. SBF shall prepare, execute, and deliver to the Indenture Trustee all officer's certificates and compliance certificates required to be delivered by or on behalf of the Trust under the Indenture, including annual compliance certificates and any certificates required in connection with supplemental indentures or other amendments.

(d) Notification of Material Events. SBF shall promptly notify the Indenture Trustee of the occurrence of any event of default, early-amortization event, or any event that, with the passage of time, the giving of notice, or both, would constitute an event of default or early-amortization event under the Indenture. SBF shall also notify the Indenture Trustee of any servicer termination event or material default by the Servicer or the Sub-Servicer under the Sale and Servicing Agreement or the Master Servicing Agreement.

(e) Redemption and Termination Coordination. SBF shall coordinate with the Indenture Trustee regarding any optional or mandatory redemption, clean-up call (including any clean-up call exercisable when the aggregate outstanding principal balance of the Receivables declines to 10% or less of the initial pool balance, or such other threshold specified in the Indenture), or other termination of the Notes, including the preparation and delivery of all notices, certificates, and other documents required in connection therewith.

Section 3.05 — Coordination with the Owner Trustee

SBF shall serve as the primary liaison between the Trust and Keymark Trust Company, National Association (Elaine Marchetti, Trust Officer), in its capacity as Owner Trustee, in connection with the following:

(a) Trust Administration Matters. SBF shall coordinate with the Owner Trustee regarding all matters relating to the administration of the Trust, including the execution of documents, instruments, and agreements on behalf of the Trust, the delivery of certificates and opinions, and such other matters as may arise from time to time under the Trust Agreement or the other Transaction Documents.

(b) Annual Owner Trustee Certification. SBF shall coordinate with the Owner Trustee in connection with the preparation and delivery of any annual certification or report required to be delivered by the Owner Trustee under the Trust Agreement or applicable law.

(c) Amendments to the Trust Agreement. SBF shall coordinate with the Owner Trustee and, as applicable, the Indenture Trustee regarding any proposed amendments, supplements, or other modifications to the Trust Agreement, including the preparation and delivery of all notices, consents, and other documents required in connection therewith.

(d) Owner Trustee Fee Payments. SBF shall arrange for the payment of the annual owner trustee fee to Keymark in the amount of $7,500 per annum (or such other amount as may be agreed from time to time), payable in accordance with the priority-of-payments waterfall under the Indenture.

Section 3.06 — Coordination with the Servicer and Sub-Servicer

SBF, in its capacity as Administrator (which is separate and distinct from its capacity as Servicer), shall coordinate with and oversee the performance of the Servicer (SBF, in its separate capacity as Servicer under the Sale and Servicing Agreement) and the Sub-Servicer (Clearview Loan Servicing, Inc.; Meredith Sloane, Vice President of Operations; servicing account reference: CLS-SBF-2022-0041) in connection with the following:

(a) Monthly Servicing Reports. SBF shall receive, review, and forward to the Indenture Trustee and the Noteholders (or the Indenture Trustee for distribution to Noteholders) the monthly servicing reports prepared by the Servicer and/or the Sub-Servicer in accordance with the Sale and Servicing Agreement, and shall review such reports for accuracy, completeness, and consistency with prior-period data.

(b) Compliance Monitoring. SBF shall monitor the compliance of the Servicer and the Sub-Servicer with the servicing standards, payment-application waterfall (interest, then fees, then principal, as specified in Section 4.03 of the MSA), and other requirements specified in the Sale and Servicing Agreement and the Master Servicing Agreement.

(c) Static-Pool Performance Data. SBF shall review static-pool performance data provided by the Servicer and/or the Sub-Servicer for accuracy and consistency with the pool characteristics and performance metrics disclosed in the Offering Memorandum and in prior SEC filings.

(d) Servicer Termination Events and Sub-Servicer Defaults. SBF shall promptly communicate to the Indenture Trustee, the Owner Trustee, and the Rating Agencies any servicer termination event under the Sale and Servicing Agreement or any material default by the Sub-Servicer under the Sale and Servicing Agreement or the Master Servicing Agreement.

(e) Backup Servicing Arrangements. SBF shall coordinate, to the extent applicable, regarding any backup servicing arrangements that may be established for the benefit of the Trust, including the negotiation, execution, and administration of any backup servicing agreement.

Section 3.07 — Coordination with Rating Agencies

(a) SBF shall maintain and manage the rating-agency relationship on behalf of the Trust with each of the following:

(i) Meridian Credit Ratings, Inc. (Gregory Fontaine, Lead Analyst; 7 World Trade Center, 33rd Floor, New York, New York 10007). The annual surveillance fee payable to Meridian is $25,000 per annum.

(ii) Carrollton Ratings Group LLC (Teresa Kobayashi, Lead Analyst; 55 Water Street, 40th Floor, New York, New York 10041). The annual surveillance fee payable to Carrollton is $20,000 per annum.

(b) SBF shall deliver (or cause to be delivered) to each Rating Agency periodic performance reports, asset-level data, stratification tables, delinquency and loss reports, and such other information as may be reasonably requested by the Rating Agencies in connection with their ongoing surveillance of the ratings assigned to the Notes.

(c) SBF shall promptly notify each Rating Agency of the occurrence of any material event affecting the Trust, the Receivables, or the Notes, including, without limitation, any early-amortization event, event of default under the Indenture, servicer termination event, material amendment to the Transaction Documents, or any other event that could reasonably be expected to affect the ratings assigned to the Notes.

(d) SBF shall coordinate with the Rating Agencies regarding any request for confirmation or affirmation of ratings in connection with proposed amendments, waivers, or modifications to the Transaction Documents.

Section 3.08 — Investor Communications and Notices

(a) SBF shall prepare and distribute (or cause to be prepared and distributed) all notices, statements, and communications required to be given by the Trust to the Noteholders under the Indenture or any other Transaction Document, including, without limitation:

(i) Distribution date statements setting forth, for each Distribution Date, the amounts distributed to each class of Notes, the outstanding principal balance of each class, and such other information as may be required under the Indenture;

(ii) Notices of the occurrence of any event of default or early-amortization event under the Indenture;

(iii) Notices of any optional redemption or clean-up call;

(iv) Notices of any proposed amendments, supplements, or modifications to the Transaction Documents requiring the consent of Noteholders; and

(v) Any other communications required under the Transaction Documents or Applicable Law.

(b) SBF shall maintain, or cause to be maintained, the Trust's investor-relations function, including a dedicated point of contact for Noteholder inquiries and the maintenance of an investor-relations website or portal, if applicable.

Section 3.09 — Record Keeping and Document Retention

(a) SBF shall maintain, or cause to be maintained, complete and accurate books and records of the Trust, including, without limitation:

(i) copies of all Transaction Documents (including all amendments, supplements, and modifications thereto);

(ii) copies of all SEC filings, tax returns, and other regulatory filings made by or on behalf of the Trust;

(iii) all correspondence with the Indenture Trustee, the Owner Trustee, the Servicer, the Sub-Servicer, the Rating Agencies, and any governmental authority;

(iv) all investor communications and distribution date statements;

(v) all officer's certificates, compliance certificates, and other certificates delivered under the Indenture or the other Transaction Documents;

(vi) minutes and records of any meetings or actions of the Noteholders; and

(vii) such other records as may be required by Applicable Law or the Transaction Documents.

(b) SBF shall retain all books and records of the Trust for the longer of (i) the term of the Notes (i.e., until the date on which all Notes have been paid in full and all obligations under the Indenture have been satisfied and discharged) plus six (6) years, and (ii) such period as may be required by Applicable Law or regulation, including, without limitation, the requirements of the Exchange Act, Regulation AB, and the Internal Revenue Code.

(c) Upon termination of this Agreement or the appointment of a successor Administrator, SBF shall deliver all Trust books, records, files, and data to the successor Administrator (or, if no successor has been appointed, to the Indenture Trustee) in accordance with Section 7.05.

Section 3.10 — Compliance with Law

(a) SBF shall ensure that all actions taken by it on behalf of the Trust in the performance of its duties hereunder comply in all material respects with all Applicable Law, including, without limitation, the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, as amended (to the extent applicable), the Internal Revenue Code, and Regulation AB.

(b) SBF shall monitor changes in Applicable Law and shall promptly advise the Owner Trustee, the Indenture Trustee, and legal counsel of any changes that may require action by the Trust to maintain compliance, including, without limitation, changes in SEC reporting requirements, tax laws, or regulations governing asset-backed securities.

(c) SBF shall cooperate with the Owner Trustee and the Indenture Trustee in connection with any regulatory examination, inquiry, or investigation relating to the Trust, the Notes, or the Receivables.

Section 3.11 — Additional Duties

(a) SBF shall perform such other administrative duties as may reasonably be requested from time to time by the Indenture Trustee, the Owner Trustee, or a majority of Noteholders (by aggregate principal amount of the outstanding Notes), in each case to the extent consistent with the terms of the Transaction Documents and Applicable Law.

(b) Without limiting the generality of the foregoing, SBF shall engage and oversee, on behalf of the Trust, professional service providers as may be necessary or appropriate for the administration of the Trust, including, without limitation, legal counsel, accountants, tax advisors, filing agents, printing services, and such other service providers as may be required from time to time.

(c) SBF shall keep the Indenture Trustee and the Owner Trustee reasonably informed regarding the performance of its duties hereunder and shall respond promptly to reasonable requests for information from the Indenture Trustee, the Owner Trustee, or the Noteholders.

ARTICLE IV — STANDARD OF CARE; RELIANCE

Section 4.01 — Standard of Care

(a) SBF shall perform its duties and obligations under this Agreement with the same degree of care, skill, prudence, and diligence as it would exercise in the management and administration of its own affairs of a similar nature, and in no event less than the degree of care and diligence consistent with customary industry standards for administrators of asset-backed securities trusts.

(b) SBF shall at all times act in good faith and in the best interests of the Trust and the Noteholders in the performance of its duties hereunder. SBF shall not take any action that it knows or reasonably should know would be detrimental to the interests of the Trust or the Noteholders.

(c) SBF shall devote such time, attention, and resources as are reasonably necessary to perform its duties hereunder in a timely and professional manner.

Section 4.02 — Reliance

(a) SBF shall be entitled to rely, and shall be protected in relying, in good faith upon any of the following:

(i) information, data, reports, certificates, and statements provided by the Servicer, the Sub-Servicer, the Indenture Trustee, the Owner Trustee, or any other Person believed by SBF in good faith to be authorized to provide such information;

(ii) the opinions, advice, and counsel of legal counsel (including Calderwood & Harkness LLP), which may be counsel to SBF, the Trust, or any other party to the Transaction Documents;

(iii) certificates, statements, reports, and opinions of accountants (including Rowland & Cross LLP) engaged by or on behalf of the Trust;

(iv) certificates and statements of officers, directors, or employees of SBF; and

(v) any other document, instrument, certificate, report, or information reasonably believed by SBF to be genuine, correct, and authorized by the Person delivering the same.

(b) SBF shall not be liable for any action taken or omitted to be taken in good faith in reliance upon any of the foregoing, absent a finding of gross negligence, willful misconduct, or bad faith on the part of SBF. The foregoing shall not relieve SBF of its obligation to verify the accuracy and completeness of information to the extent that such verification is required by the express terms of this Agreement or the other Transaction Documents.

Section 4.03 — No Fiduciary Duty to Noteholders

Nothing in this Agreement shall be construed to impose upon SBF any fiduciary duty or obligation to the Noteholders or any other Person (other than the Trust, as expressly provided herein). SBF's duties and obligations under this Agreement are exclusively contractual in nature and arise solely from the express provisions of this Agreement. No Noteholder or other Person shall have any right against SBF except as expressly set forth in this Agreement.

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR

SBF hereby represents and warrants to the Trust as of the date hereof and as of the Closing Date as follows:

Section 5.01 — Organization and Good Standing

SBF is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. SBF has all requisite corporate power and authority to own and operate its properties and assets, to conduct its business as presently conducted, and to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. SBF is duly qualified and in good standing in each jurisdiction in which the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified would not have a material adverse effect on its ability to perform its obligations hereunder. As of the date hereof, the principal officers of SBF are as follows: Chief Executive Officer: Arun Mehta; Chief Financial Officer: Danielle Prescott; General Counsel: Tomás Reyes.

Section 5.02 — Due Authorization; No Conflict

(a) The execution, delivery, and performance by SBF of this Agreement and the consummation by SBF of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of SBF, including the adoption of Board Resolutions authorizing the securitization transaction and SBF's entry into this Agreement and the other Transaction Documents to which SBF is a party.

(b) The execution, delivery, and performance by SBF of this Agreement do not and will not (i) conflict with or result in a breach or violation of, or constitute a default under, the certificate of incorporation or bylaws of SBF, (ii) conflict with or result in a breach or violation of, or constitute a default under, any material agreement, instrument, mortgage, lien, lease, permit, license, or obligation to which SBF is a party or by which SBF or any of its assets is bound, or (iii) violate any Applicable Law, order, rule, or regulation of any governmental authority having jurisdiction over SBF or any of its assets.

Section 5.03 — Binding Obligation

Calderwood & Harkness LLP Draft Matter No. 1009-00005 Draft dated April __, 2024
ADMINISTRATION AGREEMENT
dated as of [●], 2024
between
SKYLEND RECEIVABLES TRUST 2024-1, as Issuer,
and
SKYBRIDGE FINTECH LTD., as Administrator
ADMINISTRATION AGREEMENT
This ADMINISTRATION AGREEMENT (this "Agreement") is dated as of [●], 2024, and entered into by and between:
(1) SKYLEND RECEIVABLES TRUST 2024-1, a Delaware statutory trust (the "Trust" or the "Issuer"); and
(2) SKYBRIDGE FINTECH LTD., a Delaware corporation ("SBF" or the "Administrator").
Each of the Trust and SBF is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, SkyLend Receivables Trust 2024-1 (EIN: 93-4201855) is 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 (EIN: 93-4187620), as depositor (the "Depositor"), and Keymark Trust Company, National Association, a national banking association organized under the laws of the United States ("Keymark"), as owner trustee (in such capacity, the "Owner Trustee");
WHEREAS, the Trust was formed for the purpose of (a) acquiring certain consumer installment-loan receivables originated by SBF through the SkyLend platform, (b) issuing $170,000,000 aggregate principal amount of Class A Asset-Backed Notes (the "Class A Notes") and $22,000,000 aggregate principal amount of Class B Asset-Backed Notes (the "Class B Notes" and, together with the Class A Notes, the "Notes"), and a subordinated residual interest in the amount of $8,000,000 (the "Residual Interest" or "Certificate"), under that certain Indenture, dated as of [●], 2024 (the "Indenture"), between the Trust and Atlantic Fiduciary Services, Inc. ("AFS"), as indenture trustee (in such capacity, the "Indenture Trustee"), and (c) granting a security interest in the Trust's assets to the Indenture Trustee for the benefit of the holders of the Notes;
WHEREAS, the Notes are being offered and sold in a private placement pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S thereunder, as described in the Preliminary Offering Memorandum dated April 5, 2024 (the "Offering Memorandum");
WHEREAS, Skybridge Fintech Ltd. is a Delaware corporation (EIN: 84-3291076) headquartered at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801, and is the originator and sponsor of the consumer installment-loan receivables securitized in the Trust and, in such capacity, possesses the expertise, systems, personnel, and resources necessary to perform administrative functions on behalf of the Trust;
WHEREAS, the Trust desires to appoint SBF as Administrator to perform certain administrative, reporting, compliance, and coordination duties on behalf of the Trust, and SBF desires to accept such appointment, in each case on the terms and conditions set forth herein;
WHEREAS, the duties of SBF hereunder are separate and distinct from, and in addition to, SBF's duties and obligations in its capacity as Servicer under that certain Sale and Servicing Agreement, dated as of [●], 2024 (the "Sale and Servicing Agreement"), among the Depositor, the Trust, SBF (as servicer), and Clearview Loan Servicing, Inc. ("Clearview"), as sub-servicer; and
WHEREAS, reference is made to the Indenture dated as of [●], 2024, the Sale and Servicing Agreement dated as of [●], 2024, and the Trust Agreement dated February 14, 2024, each as described herein and as the same may be amended, supplemented, or otherwise modified from time to time in accordance with their respective terms.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the respective meanings set forth below:
"Account Control Agreement" means the Account Control Agreement, dated as of [●], 2024, among the Trust, AFS, and Keymark Trust Company, National Association, governing the establishment, maintenance, and control of the Collection Account and the Reserve Account.
"Administrator" means Skybridge Fintech Ltd., a Delaware corporation, in its capacity as administrator of the Trust under this Agreement, and any successor Administrator appointed pursuant to Article VII.
"Administrator Default" has the meaning set forth in Section 7.04.
"Administrator Fee" has the meaning set forth in Section 3.01.
"AFS" or "Indenture Trustee" means Atlantic Fiduciary Services, Inc., a Delaware corporation, having its corporate trust office at 2 Christiana Centre, Suite 1400, Wilmington, Delaware 19801, in its capacity as indenture trustee under the Indenture, and any successor indenture trustee appointed thereunder. The designated corporate trust officer of AFS as of the date hereof is David Moynihan.
"Agreement" means this Administration Agreement, as it may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.
"Applicable Law" means, with respect to any Person, all federal, state, and local statutes, laws, rules, regulations, ordinances, codes, orders, judgments, decrees, directives, permits, and requirements of any governmental authority applicable to such Person or any of its properties, assets, officers, directors, employees, consultants, or agents, including, without limitation, the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, as amended, the Internal Revenue Code, and Regulation AB.
"Board Resolution" means a certified copy of one or more resolutions adopted by the Board of Directors of SBF authorizing the execution, delivery, and performance of this Agreement and the other Transaction Documents.
"Business Day" means any day other than a Saturday, Sunday, or any day on which banking institutions in Wilmington, Delaware, or New York, New York, are authorized or obligated by law or executive order to close.
"Certificate" or "Residual Interest" means the subordinated residual interest in the Trust in the amount of $8,000,000, retained by SkyLend Funding LLC as Depositor.
"Class A Notes" means the $170,000,000 aggregate principal amount of Class A Asset-Backed Notes issued by the Trust pursuant to the Indenture, representing approximately 85% of the total capital structure of the Trust. The Class A Notes have expected ratings of Aaa(sf) by Meridian Credit Ratings, Inc. and AA+(sf) by Carrollton Ratings Group LLC, with a target coupon of 5.45% to 5.65% per annum.
"Class B Notes" means the $22,000,000 aggregate principal amount of Class B Asset-Backed Notes issued by the Trust pursuant to the Indenture, representing approximately 11% of the total capital structure of the Trust. The Class B Notes have expected ratings of A2(sf) by Meridian Credit Ratings, Inc. and A(sf) by Carrollton Ratings Group LLC, with a target coupon of 6.75% to 7.00% per annum.
"Clearview" or "Sub-Servicer" means Clearview Loan Servicing, Inc., an Ohio corporation, having its principal office at 8800 Brecksville Road, Suite 300, Cleveland, Ohio 44141, in its capacity as sub-servicer under the Sale and Servicing Agreement and the Master Servicing Agreement.
"Closing Date" has the meaning ascribed to such term in the Indenture.
"Collection Account" means the segregated account established and maintained pursuant to the Account Control Agreement among the Trust, AFS, and Keymark Trust Company, National Association, into which all collections on the Receivables are deposited.
"Custodial Agreement" means the Custodial Agreement, dated as of [●], 2024, between the Trust and AFS, governing the custody and safekeeping of the original receivable files.
"Cut-Off Date" means March 31, 2024.
"Depositor" means SkyLend Funding LLC, a Delaware limited liability company (EIN: 93-4187620), having its principal office at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801, in its capacity as depositor of the Receivables into the Trust.
"Distribution Date" has the meaning ascribed to such term in the Indenture.
"EDGAR" means the Electronic Data Gathering, Analysis, and Retrieval system maintained by the SEC.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
"Indenture" means the Indenture, dated as of [●], 2024, between the Trust and AFS, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.
"Internal Revenue Code" or "Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.
"Issuer" or "Trust" means SkyLend Receivables Trust 2024-1, a Delaware statutory trust (EIN: 93-4201855) formed pursuant to the Trust Agreement.
"Keymark" or "Owner Trustee" means Keymark Trust Company, National Association, a national banking association organized under the laws of the United States, having its corporate trust office at 600 North King Street, Wilmington, Delaware 19801, in its capacity as owner trustee under the Trust Agreement, and any successor owner trustee appointed thereunder. The designated trust officer of Keymark as of the date hereof is Elaine Marchetti.
"LLC Agreement" means the Limited Liability Company Agreement of SkyLend Funding LLC, as in effect on the date hereof and as the same may be amended from time to time.
"Master Servicing Agreement" or "MSA" means the Master Servicing Agreement, dated as of October 1, 2022, between SBF and Clearview, as amended by Amendment No. 1, dated March 18, 2024, and as may be further amended, supplemented, or otherwise modified from time to time.
"Notes" means, collectively, the Class A Notes and the Class B Notes.
"Noteholders" means the registered holders of the Notes from time to time.
"Offering Memorandum" means the Preliminary Offering Memorandum, dated April 5, 2024, relating to the Notes, together with any supplements or amendments thereto, and the final Offering Memorandum, if and when prepared.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity.
"Preliminary Purchase Agreement" means the Preliminary Purchase Agreement, dated as of [●], 2024, among the Trust, SBF, SkyLend Funding LLC, and Halcyon Securities LLC, relating to the placement of the Notes.
"Rating Agencies" means Meridian Credit Ratings, Inc. and Carrollton Ratings Group LLC, and any successor rating agency engaged by the Trust from time to time.
"Receivables" means the consumer installment-loan receivables originated by SBF through the SkyLend platform and conveyed to the Trust pursuant to the Receivables Purchase Agreement and the Sale and Servicing Agreement. As of the Cut-Off Date, the Receivables consist of approximately 23,100 individual loans with an aggregate outstanding principal balance of approximately $200,000,000.
"Receivables Purchase Agreement" means the Receivables Purchase Agreement, dated as of [●], 2024, between SBF and SkyLend Funding LLC, pursuant to which SBF sells and conveys the Receivables to the Depositor.
"Regulation AB" means Regulation AB under the Securities Act, as set forth in Subpart 229.1100 through 229.1125 of Regulation S-K (17 C.F.R. §§ 229.1100 through 229.1125), as the same may be amended or supplemented from time to time.
"Reserve Account" means the account established and funded at an initial balance equal to 1.00% of the initial pool balance (i.e., $2,000,000), as specified in the Indenture and the Account Control Agreement, for the benefit of the Noteholders.
"Sale and Servicing Agreement" means the Sale and Servicing Agreement, dated as of [●], 2024, among SkyLend Funding LLC, the Trust, SBF (as servicer), and Clearview (as sub-servicer), as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.
"SBF" means Skybridge Fintech Ltd., a Delaware corporation (EIN: 84-3291076), having its principal office at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801.
"SEC" means the United States Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.
"Servicer" means Skybridge Fintech Ltd., in its capacity as servicer under the Sale and Servicing Agreement, and any successor servicer appointed thereunder.
"Sub-Servicer" means Clearview Loan Servicing, Inc., in its capacity as sub-servicer under the Sale and Servicing Agreement and the Master Servicing Agreement.
"Transaction Documents" means, collectively, this Agreement, the Indenture, the Trust Agreement, the Sale and Servicing Agreement, the Receivables Purchase Agreement, the Preliminary Purchase Agreement, the Account Control Agreement, the Custodial Agreement, the LLC Agreement of SkyLend Funding LLC, the Offering Memorandum, and each other document, instrument, or agreement executed and delivered in connection with the issuance, sale, and administration of the Notes.
"Trust Agreement" means the Trust Agreement, dated as of February 14, 2024, between SkyLend Funding LLC and Keymark, pursuant to which the Trust was formed, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.
Section 1.02 — Rules of Construction
(a) The headings and captions in this Agreement are for convenience of reference only and shall not define, limit, or otherwise affect the meaning or interpretation of any provision hereof.
(b) Unless the context otherwise requires, (i) references to Articles, Sections, Exhibits, and Schedules are references to Articles, Sections, Exhibits, and Schedules of this Agreement, (ii) references to any agreement or instrument are references to such agreement or instrument as amended, supplemented, restated, or otherwise modified from time to time, and (iii) references to any statute, rule, or regulation are references to such statute, rule, or regulation as amended, supplemented, or otherwise modified from time to time (including any successor statute, rule, or regulation).
(c) The singular includes the plural and vice versa, and any gender includes the other genders.
(d) The word "including" (and words of similar import) means "including, without limitation," and shall not be construed to limit any general statement preceding it to the specific or similar items or matters immediately following it.
(e) Unless otherwise specified, references to any dollar amount or "$" refer to lawful money of the United States of America.
(f) If any date on which a payment, notice, or action is required to be made, given, or taken hereunder falls on a day that is not a Business Day, such payment, notice, or action shall be made, given, or taken on the next succeeding Business Day, and no additional interest or fees shall accrue by reason of such delay.
(g) References to "the date hereof" or "the date of this Agreement" shall mean the date first set forth in the preamble to this Agreement.
Section 1.03 — Incorporation by Reference
All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Indenture. If a term used herein is not defined herein or in the Indenture, such term shall have the meaning given to it in the Sale and Servicing Agreement. In the event of a conflict between a definition in this Agreement and a definition in the Indenture or the Sale and Servicing Agreement, the definition in this Agreement shall control for purposes of this Agreement.
ARTICLE II — APPOINTMENT; ACCEPTANCE
Section 2.01 — Appointment of Administrator
The Trust hereby appoints SBF as the Administrator of the Trust, to perform the administrative duties and obligations set forth in Article III and such other duties as are expressly assigned to the Administrator under the terms of this Agreement and the other Transaction Documents. SBF hereby accepts such appointment and agrees to perform the duties and obligations of the Administrator in accordance with the terms of this Agreement, the Indenture, the Trust Agreement, the Sale and Servicing Agreement, and Applicable Law. Such appointment shall be effective as of the Closing Date and shall continue until terminated in accordance with Article X.
Section 2.02 — Authority of Administrator
(a) The Trust hereby grants to SBF, and SBF hereby accepts, full power and authority to take all actions, execute and deliver all documents and instruments, and do all things necessary, appropriate, or advisable to carry out its duties and obligations under this Agreement, including, without limitation, the authority to:
(i) execute and deliver, on behalf of the Trust, all reports, filings, returns, certificates, and other documents required to be filed with or delivered to any governmental authority, including the SEC, the Internal Revenue Service, and state and local taxing authorities;
(ii) execute and deliver officer's certificates, compliance certificates, and other instruments required under the Indenture, the Trust Agreement, or the Sale and Servicing Agreement;
(iii) engage, on behalf of the Trust, legal counsel, accountants, tax advisors, filing agents, and other professional service providers as may be necessary or appropriate to carry out the duties of the Administrator hereunder;
(iv) communicate on behalf of the Trust with the Indenture Trustee, the Owner Trustee, the Servicer, the Sub-Servicer, the Rating Agencies, the Noteholders, and any other Person in connection with the administration of the Trust; and
(v) take such other actions as may be necessary or appropriate in connection with the administration of the Trust, to the extent not reserved to the Owner Trustee under the Trust Agreement or to the Indenture Trustee under the Indenture.
(b) Notwithstanding the foregoing, SBF shall not have the authority to take any action that is expressly reserved to the Owner Trustee under the Trust Agreement or to the Indenture Trustee under the Indenture, unless such action is specifically delegated to SBF by the Owner Trustee or the Indenture Trustee, as applicable, in writing.
(c) SBF shall act as an independent contractor in the performance of its duties hereunder and shall not be deemed an agent, partner, or joint venturer of the Owner Trustee, the Indenture Trustee, or the Trust, except to the extent expressly provided in this Agreement or the other Transaction Documents. Nothing in this Agreement shall create or be construed to create any employment relationship between SBF and the Owner Trustee or the Indenture Trustee.
Section 2.03 — Sub-Delegation
(a) SBF may, in its discretion, delegate the performance of specific administrative functions contemplated by this Agreement to one or more qualified third parties (each, a "Delegate"); provided, however, that:
(i) SBF shall remain primarily responsible and liable for all duties and obligations delegated to any Delegate, and no such delegation shall relieve SBF of any of its obligations under this Agreement;
(ii) any Delegate must meet reasonable competency standards, including, without limitation, demonstrable experience in performing the type of duties delegated and adequate personnel, systems, and infrastructure to perform such duties in accordance with the standards set forth in this Agreement;
(iii) SBF shall provide prior written notice to the Indenture Trustee and the Owner Trustee of any material delegation of duties hereunder, which notice shall identify the Delegate, the scope of duties delegated, and the anticipated duration of such delegation; and
(iv) SBF shall supervise and monitor the performance of each Delegate and shall take prompt corrective action if any Delegate fails to perform its delegated duties in accordance with the terms of this Agreement.
(b) For the avoidance of doubt, the engagement of professional service providers (including legal counsel, accountants, tax advisors, and filing agents) on behalf of the Trust in accordance with Section 2.02(a)(iii) shall not constitute a delegation of duties requiring notice under this Section 2.03.
(c) No delegation of duties pursuant to this Section 2.03 shall relieve SBF of its obligations under this Agreement, and SBF shall remain fully responsible to the Trust, the Indenture Trustee, the Owner Trustee, and the Noteholders for the performance of all duties hereunder, whether performed directly by SBF or through a Delegate.
ARTICLE III — DUTIES OF THE ADMINISTRATOR
Section 3.01 — Administrator Fee
(a) As compensation for the performance of its duties and obligations under this Agreement, SBF shall be entitled to receive an annual administrator fee (the "Administrator Fee") in the amount of $[●] per annum, payable in equal monthly installments in arrears on each Distribution Date (or, if such date is not a Business Day, on the next succeeding Business Day), commencing on the first Distribution Date following the Closing Date.
(b) The Administrator Fee shall be subordinate in right of payment to all amounts payable on the Notes (including interest and principal on the Class A Notes and the Class B Notes) and the Servicing Fee (as defined in the Sale and Servicing Agreement) in accordance with the priority-of-payments waterfall set forth in the Indenture. The priority-of-payments waterfall under the Indenture provides, inter alia, for the maintenance of an overcollateralization target of 3.5% of the initial pool balance ($7,000,000) and a reserve-account floor of 1.00% of the initial pool balance ($2,000,000). Payment of the Administrator Fee shall be made only to the extent that funds are available therefor after satisfaction of all prior-ranking obligations in the waterfall.
(c) SBF shall not be entitled to any additional compensation for the performance of its duties hereunder, except as may be separately agreed in writing by the Parties with the prior consent of the Indenture Trustee. The foregoing shall not affect SBF's entitlement to reimbursement of out-of-pocket expenses as may be provided in the Indenture or the other Transaction Documents.
(d) In the event of a partial Distribution Date payment or a shortfall in the waterfall, SBF shall have no claim against the Trust, the Indenture Trustee, the Owner Trustee, the Depositor, or any Noteholder for any unpaid or deferred portion of the Administrator Fee, except to the extent that funds subsequently become available for such payment in accordance with the waterfall.
Section 3.02 — SEC Reporting and Compliance
(a) SBF shall prepare, execute, and file (or cause to be prepared, executed, and filed) all reports, statements, and other documents required to be filed by the Trust with the SEC under the Exchange Act and any other applicable securities laws and regulations, including, without limitation, the following:
(i) Form 10-D (Distribution Reports). SBF shall prepare and file on behalf of the Trust all required Distribution Reports on Form 10-D (or any successor form) on a monthly basis, within the timeframes required by applicable SEC rules, reporting on distributions made to Noteholders, pool performance, delinquency and loss data, and such other information as may be required under Regulation AB or otherwise.
(ii) Form 10-K (Annual Report). SBF shall prepare and file on behalf of the Trust an annual report on Form 10-K (or any successor form) within ninety (90) days of the end of each fiscal year of the Trust, including the annual financial statements of the Trust, the servicer compliance statement, the report on assessment of compliance with servicing criteria, and the attestation report of the registered public accounting firm, as required by Regulation AB.
(iii) Form 8-K (Current Reports). SBF shall prepare and file on behalf of the Trust current reports on Form 8-K (or any successor form) upon the occurrence of any reportable event, within the timeframes required by applicable SEC rules.
(iv) Other Exchange Act Reports. SBF shall prepare and file on behalf of the Trust any other reports, statements, or filings required under the Exchange Act or Regulation AB, as applicable, including any proxy statements, registration statements, or amendments thereto.
(b) SBF shall engage and coordinate with Donnovan Press LLC (or any successor EDGAR filing agent) for the preparation, formatting, conversion, and transmission of all SEC filings through the EDGAR system on behalf of the Trust. SBF shall be responsible for the accuracy and completeness of all filings submitted through EDGAR and shall review all filings prior to transmission for compliance with applicable SEC rules and formatting requirements.
(c) SBF shall maintain and safeguard all EDGAR access codes, filing credentials, and related authentication materials on behalf of the Trust, and shall ensure that such codes and credentials are available for use by any successor Administrator upon termination of this Agreement.
(d) To the extent required by Regulation AB or otherwise applicable, SBF shall prepare and include in the Trust's SEC filings any "static pool" data, asset-level disclosure, or other supplemental information required to be disclosed in connection with the Receivables, the Notes, or the Trust. SBF shall coordinate with the Servicer, the Sub-Servicer, and the Trust's accountants to obtain the data and information necessary for such disclosures.
(e) SBF shall promptly notify the Indenture Trustee, the Owner Trustee, and legal counsel (including Calderwood & Harkness LLP) of any comments or inquiries received from the staff of the SEC regarding the Trust's filings, and shall coordinate the preparation and filing of any response thereto.
Section 3.03 — Tax Reporting and Filings
(a) SBF shall prepare and file (or cause to be prepared and filed) all federal, state, and local tax returns, information reports, and other tax-related filings required to be made by or on behalf of the Trust, including, without limitation, the following:
(i) Federal Income Tax Returns. SBF shall prepare and file IRS Form 1041 (or such other form as may be appropriate) in connection with the Trust's classification as a fixed-investment trust and grantor trust under Subpart E of Subchapter J of the Internal Revenue Code. SBF shall also prepare and file any other federal income tax returns or information returns required of the Trust.
(ii) Information Reporting to Noteholders. SBF shall prepare and furnish to Noteholders all required information returns, including IRS Forms 1099-INT (reporting interest income) and IRS Forms 1099-OID (reporting original issue discount), within the timeframes required by applicable IRS rules.
(iii) State and Local Tax Filings. SBF shall prepare and file all state and local tax returns, franchise tax reports, and information returns required to be filed by the Trust in each jurisdiction in which the Trust is subject to filing requirements, including, without limitation, the State of Delaware.
(b) SBF shall coordinate with Rowland & Cross LLP (SBF's independent auditor; engagement partner: Nathan Delacroix) as necessary in connection with the preparation of audited financial statements, agreed-upon procedures reports, comfort letters, or other audit-related deliverables required by the Transaction Documents, the SEC, or the Rating Agencies.
(c) SBF shall maintain and safeguard the Trust's employer identification number (EIN: 93-4201855) and all related tax registrations, and shall ensure the timely renewal of any such registrations as may be required.
(d) SBF shall consult with Calderwood & Harkness LLP and such other tax counsel as SBF may deem appropriate regarding any changes in applicable tax law, IRS guidance, Treasury Regulations, or administrative rulings that could affect the Trust's classification as a grantor trust, the tax treatment of the Notes, or the Trust's tax-reporting obligations. SBF shall promptly notify the Indenture Trustee and the Owner Trustee of any such changes and shall take all actions reasonably necessary to maintain the Trust's grantor-trust classification.
Section 3.04 — Coordination with the Indenture Trustee
SBF shall serve as the primary liaison between the Trust and Atlantic Fiduciary Services, Inc. (David Moynihan, Corporate Trust Officer), in its capacity as Indenture Trustee, in connection with the following:
(a) Monthly Servicer Reports and Distribution Calculations. SBF shall coordinate the timely delivery of monthly servicer reports and distribution calculations from the Servicer and/or the Sub-Servicer to the Indenture Trustee, and shall review such reports for accuracy and completeness prior to delivery.
(b) Payment Waterfall Verification. SBF shall calculate, or cause to be calculated, and verify the amounts payable under the priority-of-payments waterfall specified in the Indenture on each Distribution Date, including, without limitation, (i) interest payable on the Class A Notes and the Class B Notes, (ii) principal payable on the Class A Notes and the Class B Notes, (iii) the Servicing Fee (calculated at 0.50% per annum of the outstanding pool balance, estimated at approximately $1,000,000 annually based on the initial pool balance), (iv) the Administrator Fee, (v) overcollateralization amounts required to maintain the target of 3.5% ($7,000,000), and (vi) reserve-account replenishment amounts required to maintain the floor of 1.00% ($2,000,000). SBF shall deliver a written calculation of the waterfall to the Indenture Trustee in advance of each Distribution Date.
(c) Officer's Certificates and Compliance Certificates. SBF shall prepare, execute, and deliver to the Indenture Trustee all officer's certificates and compliance certificates required to be delivered by or on behalf of the Trust under the Indenture, including annual compliance certificates and any certificates required in connection with supplemental indentures or other amendments.
(d) Notification of Material Events. SBF shall promptly notify the Indenture Trustee of the occurrence of any event of default, early-amortization event, or any event that, with the passage of time, the giving of notice, or both, would constitute an event of default or early-amortization event under the Indenture. SBF shall also notify the Indenture Trustee of any servicer termination event or material default by the Servicer or the Sub-Servicer under the Sale and Servicing Agreement or the Master Servicing Agreement.
(e) Redemption and Termination Coordination. SBF shall coordinate with the Indenture Trustee regarding any optional or mandatory redemption, clean-up call (including any clean-up call exercisable when the aggregate outstanding principal balance of the Receivables declines to 10% or less of the initial pool balance, or such other threshold specified in the Indenture), or other termination of the Notes, including the preparation and delivery of all notices, certificates, and other documents required in connection therewith.
Section 3.05 — Coordination with the Owner Trustee
SBF shall serve as the primary liaison between the Trust and Keymark Trust Company, National Association (Elaine Marchetti, Trust Officer), in its capacity as Owner Trustee, in connection with the following:
(a) Trust Administration Matters. SBF shall coordinate with the Owner Trustee regarding all matters relating to the administration of the Trust, including the execution of documents, instruments, and agreements on behalf of the Trust, the delivery of certificates and opinions, and such other matters as may arise from time to time under the Trust Agreement or the other Transaction Documents.
(b) Annual Owner Trustee Certification. SBF shall coordinate with the Owner Trustee in connection with the preparation and delivery of any annual certification or report required to be delivered by the Owner Trustee under the Trust Agreement or applicable law.
(c) Amendments to the Trust Agreement. SBF shall coordinate with the Owner Trustee and, as applicable, the Indenture Trustee regarding any proposed amendments, supplements, or other modifications to the Trust Agreement, including the preparation and delivery of all notices, consents, and other documents required in connection therewith.
(d) Owner Trustee Fee Payments. SBF shall arrange for the payment of the annual owner trustee fee to Keymark in the amount of $7,500 per annum (or such other amount as may be agreed from time to time), payable in accordance with the priority-of-payments waterfall under the Indenture.
Section 3.06 — Coordination with the Servicer and Sub-Servicer
SBF, in its capacity as Administrator (which is separate and distinct from its capacity as Servicer), shall coordinate with and oversee the performance of the Servicer (SBF, in its separate capacity as Servicer under the Sale and Servicing Agreement) and the Sub-Servicer (Clearview Loan Servicing, Inc.; Meredith Sloane, Vice President of Operations; servicing account reference: CLS-SBF-2022-0041) in connection with the following:
(a) Monthly Servicing Reports. SBF shall receive, review, and forward to the Indenture Trustee and the Noteholders (or the Indenture Trustee for distribution to Noteholders) the monthly servicing reports prepared by the Servicer and/or the Sub-Servicer in accordance with the Sale and Servicing Agreement, and shall review such reports for accuracy, completeness, and consistency with prior-period data.
(b) Compliance Monitoring. SBF shall monitor the compliance of the Servicer and the Sub-Servicer with the servicing standards, payment-application waterfall (interest, then fees, then principal, as specified in Section 4.03 of the MSA), and other requirements specified in the Sale and Servicing Agreement and the Master Servicing Agreement.
(c) Static-Pool Performance Data. SBF shall review static-pool performance data provided by the Servicer and/or the Sub-Servicer for accuracy and consistency with the pool characteristics and performance metrics disclosed in the Offering Memorandum and in prior SEC filings.
(d) Servicer Termination Events and Sub-Servicer Defaults. SBF shall promptly communicate to the Indenture Trustee, the Owner Trustee, and the Rating Agencies any servicer termination event under the Sale and Servicing Agreement or any material default by the Sub-Servicer under the Sale and Servicing Agreement or the Master Servicing Agreement.
(e) Backup Servicing Arrangements. SBF shall coordinate, to the extent applicable, regarding any backup servicing arrangements that may be established for the benefit of the Trust, including the negotiation, execution, and administration of any backup servicing agreement.
Section 3.07 — Coordination with Rating Agencies
(a) SBF shall maintain and manage the rating-agency relationship on behalf of the Trust with each of the following:
(i) Meridian Credit Ratings, Inc. (Gregory Fontaine, Lead Analyst; 7 World Trade Center, 33rd Floor, New York, New York 10007). The annual surveillance fee payable to Meridian is $25,000 per annum.
(ii) Carrollton Ratings Group LLC (Teresa Kobayashi, Lead Analyst; 55 Water Street, 40th Floor, New York, New York 10041). The annual surveillance fee payable to Carrollton is $20,000 per annum.
(b) SBF shall deliver (or cause to be delivered) to each Rating Agency periodic performance reports, asset-level data, stratification tables, delinquency and loss reports, and such other information as may be reasonably requested by the Rating Agencies in connection with their ongoing surveillance of the ratings assigned to the Notes.
(c) SBF shall promptly notify each Rating Agency of the occurrence of any material event affecting the Trust, the Receivables, or the Notes, including, without limitation, any early-amortization event, event of default under the Indenture, servicer termination event, material amendment to the Transaction Documents, or any other event that could reasonably be expected to affect the ratings assigned to the Notes.
(d) SBF shall coordinate with the Rating Agencies regarding any request for confirmation or affirmation of ratings in connection with proposed amendments, waivers, or modifications to the Transaction Documents.
Section 3.08 — Investor Communications and Notices
(a) SBF shall prepare and distribute (or cause to be prepared and distributed) all notices, statements, and communications required to be given by the Trust to the Noteholders under the Indenture or any other Transaction Document, including, without limitation:
(i) Distribution date statements setting forth, for each Distribution Date, the amounts distributed to each class of Notes, the outstanding principal balance of each class, and such other information as may be required under the Indenture;
(ii) Notices of the occurrence of any event of default or early-amortization event under the Indenture;
(iii) Notices of any optional redemption or clean-up call;
(iv) Notices of any proposed amendments, supplements, or modifications to the Transaction Documents requiring the consent of Noteholders; and
(v) Any other communications required under the Transaction Documents or Applicable Law.
(b) SBF shall maintain, or cause to be maintained, the Trust's investor-relations function, including a dedicated point of contact for Noteholder inquiries and the maintenance of an investor-relations website or portal, if applicable.
Section 3.09 — Record Keeping and Document Retention
(a) SBF shall maintain, or cause to be maintained, complete and accurate books and records of the Trust, including, without limitation:
(i) copies of all Transaction Documents (including all amendments, supplements, and modifications thereto);
(ii) copies of all SEC filings, tax returns, and other regulatory filings made by or on behalf of the Trust;
(iii) all correspondence with the Indenture Trustee, the Owner Trustee, the Servicer, the Sub-Servicer, the Rating Agencies, and any governmental authority;
(iv) all investor communications and distribution date statements;
(v) all officer's certificates, compliance certificates, and other certificates delivered under the Indenture or the other Transaction Documents;
(vi) minutes and records of any meetings or actions of the Noteholders; and
(vii) such other records as may be required by Applicable Law or the Transaction Documents.
(b) SBF shall retain all books and records of the Trust for the longer of (i) the term of the Notes (i.e., until the date on which all Notes have been paid in full and all obligations under the Indenture have been satisfied and discharged) plus six (6) years, and (ii) such period as may be required by Applicable Law or regulation, including, without limitation, the requirements of the Exchange Act, Regulation AB, and the Internal Revenue Code.
(c) Upon termination of this Agreement or the appointment of a successor Administrator, SBF shall deliver all Trust books, records, files, and data to the successor Administrator (or, if no successor has been appointed, to the Indenture Trustee) in accordance with Section 7.05.
Section 3.10 — Compliance with Law
(a) SBF shall ensure that all actions taken by it on behalf of the Trust in the performance of its duties hereunder comply in all material respects with all Applicable Law, including, without limitation, the Securities Act, the Exchange Act, the Trust Indenture Act of 1939, as amended (to the extent applicable), the Internal Revenue Code, and Regulation AB.
(b) SBF shall monitor changes in Applicable Law and shall promptly advise the Owner Trustee, the Indenture Trustee, and legal counsel of any changes that may require action by the Trust to maintain compliance, including, without limitation, changes in SEC reporting requirements, tax laws, or regulations governing asset-backed securities.
(c) SBF shall cooperate with the Owner Trustee and the Indenture Trustee in connection with any regulatory examination, inquiry, or investigation relating to the Trust, the Notes, or the Receivables.
Section 3.11 — Additional Duties
(a) SBF shall perform such other administrative duties as may reasonably be requested from time to time by the Indenture Trustee, the Owner Trustee, or a majority of Noteholders (by aggregate principal amount of the outstanding Notes), in each case to the extent consistent with the terms of the Transaction Documents and Applicable Law.
(b) Without limiting the generality of the foregoing, SBF shall engage and oversee, on behalf of the Trust, professional service providers as may be necessary or appropriate for the administration of the Trust, including, without limitation, legal counsel, accountants, tax advisors, filing agents, printing services, and such other service providers as may be required from time to time.
(c) SBF shall keep the Indenture Trustee and the Owner Trustee reasonably informed regarding the performance of its duties hereunder and shall respond promptly to reasonable requests for information from the Indenture Trustee, the Owner Trustee, or the Noteholders.
ARTICLE IV — STANDARD OF CARE; RELIANCE
Section 4.01 — Standard of Care
(a) SBF shall perform its duties and obligations under this Agreement with the same degree of care, skill, prudence, and diligence as it would exercise in the management and administration of its own affairs of a similar nature, and in no event less than the degree of care and diligence consistent with customary industry standards for administrators of asset-backed securities trusts.
(b) SBF shall at all times act in good faith and in the best interests of the Trust and the Noteholders in the performance of its duties hereunder. SBF shall not take any action that it knows or reasonably should know would be detrimental to the interests of the Trust or the Noteholders.
(c) SBF shall devote such time, attention, and resources as are reasonably necessary to perform its duties hereunder in a timely and professional manner.
Section 4.02 — Reliance
(a) SBF shall be entitled to rely, and shall be protected in relying, in good faith upon any of the following:
(i) information, data, reports, certificates, and statements provided by the Servicer, the Sub-Servicer, the Indenture Trustee, the Owner Trustee, or any other Person believed by SBF in good faith to be authorized to provide such information;
(ii) the opinions, advice, and counsel of legal counsel (including Calderwood & Harkness LLP), which may be counsel to SBF, the Trust, or any other party to the Transaction Documents;
(iii) certificates, statements, reports, and opinions of accountants (including Rowland & Cross LLP) engaged by or on behalf of the Trust;
(iv) certificates and statements of officers, directors, or employees of SBF; and
(v) any other document, instrument, certificate, report, or information reasonably believed by SBF to be genuine, correct, and authorized by the Person delivering the same.
(b) SBF shall not be liable for any action taken or omitted to be taken in good faith in reliance upon any of the foregoing, absent a finding of gross negligence, willful misconduct, or bad faith on the part of SBF. The foregoing shall not relieve SBF of its obligation to verify the accuracy and completeness of information to the extent that such verification is required by the express terms of this Agreement or the other Transaction Documents.
Section 4.03 — No Fiduciary Duty to Noteholders
Nothing in this Agreement shall be construed to impose upon SBF any fiduciary duty or obligation to the Noteholders or any other Person (other than the Trust, as expressly provided herein). SBF's duties and obligations under this Agreement are exclusively contractual in nature and arise solely from the express provisions of this Agreement. No Noteholder or other Person shall have any right against SBF except as expressly set forth in this Agreement.
ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
SBF hereby represents and warrants to the Trust as of the date hereof and as of the Closing Date as follows:
Section 5.01 — Organization and Good Standing
SBF is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. SBF has all requisite corporate power and authority to own and operate its properties and assets, to conduct its business as presently conducted, and to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. SBF is duly qualified and in good standing in each jurisdiction in which the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified would not have a material adverse effect on its ability to perform its obligations hereunder. As of the date hereof, the principal officers of SBF are as follows: Chief Executive Officer: Arun Mehta; Chief Financial Officer: Danielle Prescott; General Counsel: Tomás Reyes.
Section 5.02 — Due Authorization; No Conflict
(a) The execution, delivery, and performance by SBF of this Agreement and the consummation by SBF of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of SBF, including the adoption of Board Resolutions authorizing the securitization transaction and SBF's entry into this Agreement and the other Transaction Documents to which SBF is a party.
(b) The execution, delivery, and performance by SBF of this Agreement do not and will not (i) conflict with or result in a breach or violation of, or constitute a default under, the certificate of incorporation or bylaws of SBF, (ii) conflict with or result in a breach or violation of, or constitute a default under, any material agreement, instrument, mortgage, lien, lease, permit, license, or obligation to which SBF is a party or by which SBF or any of its assets is bound, or (iii) violate any Applicable Law, order, rule, or regulation of any governmental authority having jurisdiction over SBF or any of its assets.
Section 5.03 — Binding Obligation
This Agreement constitutes the legal, valid, and binding obligation of SBF, enforceable against SBF in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, and similar laws affecting creditors' rights generally, and (b) general principles of equity (whether considered in a proceeding at law or in equity), including concepts of materiality, reasonableness, good faith, and fair dealing.
Section 5.04 — No Litigation
There is no pending, or to SBF's knowledge (after due inquiry), threatened action, suit, proceeding, investigation, or arbitration before or by any court, governmental authority, arbitral tribunal, or other body against or affecting SBF that would, individually or in the aggregate, materially impair SBF's ability to perform its obligations under this Agreement or that questions the validity or enforceability of this Agreement.
Section 5.05 — Compliance with Laws
SBF is in compliance in all material respects with all Applicable Laws, rules, regulations, orders, and decrees relevant to the performance of its obligations under this Agreement, including, without limitation, the Securities Act, the Exchange Act, and the Internal Revenue Code. SBF has not received any notice of material non-compliance from any governmental authority with respect to any law, rule, or regulation relevant to its obligations hereunder.
Section 5.06 — Capacity and Resources
SBF possesses adequate personnel, infrastructure, information technology systems, and financial resources to perform the administrative duties contemplated by this Agreement. In support of this representation, SBF notes the following indicators of its operational scale and financial capacity:
(a) SBF originated approximately $1.4 billion in consumer installment loans through the SkyLend platform during the fiscal year ended December 31, 2023;
(b) SBF maintained approximately 312,000 active borrowers as of December 31, 2023;
(c) SBF reported total revenue of $187.3 million for the fiscal year ended December 31, 2023; and
(d) SBF reported total assets of $1.02 billion as of December 31, 2023.
SBF employs experienced personnel in the areas of securitization administration, SEC reporting, tax compliance, investor relations, and asset-backed securities servicing, and maintains relationships with qualified legal, accounting, and other professional service providers.
ARTICLE VI — COVENANTS OF THE ADMINISTRATOR
SBF hereby covenants and agrees as follows:
Section 6.01 — Performance of Duties
SBF shall diligently and faithfully perform all duties and obligations described in Article III of this Agreement in a timely and professional manner and in accordance with the Indenture, the Trust Agreement, the Sale and Servicing Agreement, and Applicable Law. SBF shall devote such time, attention, and resources as are reasonably necessary to fulfill its obligations hereunder.
Section 6.02 — Maintenance of Qualifications
SBF shall at all times maintain in full force and effect all licenses, permits, registrations, and qualifications (including any required qualifications to do business in each jurisdiction in which its duties hereunder require it to act) necessary for the performance of its duties under this Agreement. SBF shall promptly notify the Indenture Trustee and the Owner Trustee of any loss, suspension, revocation, or non-renewal of any such license, permit, registration, or qualification that could materially affect its ability to perform hereunder.
Section 6.03 — Separateness of the Trust
(a) SBF shall at all times respect and preserve the separate legal existence of the Trust and SkyLend Funding LLC as entities distinct from SBF and from each other. SBF shall not take any action, or fail to take any action, that would jeopardize or impair the bankruptcy-remote status of the Trust or SkyLend Funding LLC.
(b) Without limiting the foregoing, SBF shall:
(i) maintain separate books and records for the Trust that are distinct from the books and records of SBF, SkyLend Funding LLC, and any other affiliate;
(ii) ensure that the funds and assets of the Trust are not commingled with the funds or assets of SBF, SkyLend Funding LLC, or any other Person;
(iii) ensure that all transactions between the Trust and SBF (or any affiliate of SBF) are conducted on arm's-length terms and are properly documented;
(iv) ensure that the Trust maintains adequate capitalization and observes all formalities required by the Trust Agreement and applicable Delaware law;
(v) refrain from holding out the Trust as a division or department of SBF or any other Person; and
(vi) take all other actions reasonably necessary to maintain the true-sale characterization of the transfer of the Receivables to the Trust and the bankruptcy-remote status of the Trust.
Section 6.04 — Notice of Material Events
SBF shall promptly (and in any event within two (2) Business Days of obtaining knowledge thereof) notify the Indenture Trustee, the Owner Trustee, and the Rating Agencies of the occurrence of any of the following:
(a) any event that constitutes, or that with the passage of time, the giving of notice, or both, would constitute, an event of default or early-amortization event under the Indenture;
(b) any material change in SBF's financial condition, management (including any change in any of the principal officers identified in Section 5.01), or operations that could reasonably be expected to affect SBF's ability to perform its obligations under this Agreement;
(c) any litigation, regulatory action, governmental investigation, or administrative proceeding relating to SBF, the Trust, or the Receivables that could reasonably be expected to have a material adverse effect on the Trust, the Notes, or SBF's ability to perform hereunder;
(d) any servicer termination event under the Sale and Servicing Agreement or any material default by Clearview Loan Servicing, Inc. under the Sale and Servicing Agreement or the Master Servicing Agreement;
(e) any material breach by any party to any Transaction Document of its representations, warranties, covenants, or obligations thereunder; and
(f) any other event or circumstance that could reasonably be expected to have a material adverse effect on the Trust, the Receivables, the Notes, or SBF's ability to perform its obligations under this Agreement.
Section 6.05 — Cooperation with Auditors
SBF shall cooperate fully with Rowland & Cross LLP (or any successor auditor engaged by the Trust) and shall provide such access to the Trust's books, records, systems, and personnel as may be reasonably necessary in connection with any audit, agreed-upon procedures engagement, attestation, comfort letter, or other engagement relating to the Trust, the Receivables, or the Notes. SBF shall promptly comply with all reasonable requests from the Trust's auditors for information, documentation, or access.
Section 6.06 — Insurance
SBF shall maintain, at its own expense, errors-and-omissions insurance and fidelity bond coverage in amounts and with coverage terms customary for administrators of asset-backed securities trusts of a similar size and nature. SBF shall provide evidence of such insurance coverage to the Indenture Trustee and the Owner Trustee upon request and shall promptly notify the Indenture Trustee and the Owner Trustee of any material reduction, cancellation, or non-renewal of such coverage.
ARTICLE VII — RESIGNATION AND REMOVAL OF ADMINISTRATOR
Section 7.01 — Resignation
(a) SBF may resign as Administrator upon not less than sixty (60) days' prior written notice to the Trust (acting through the Owner Trustee), the Indenture Trustee, and the Rating Agencies. Such notice shall specify the proposed effective date of resignation and shall describe in reasonable detail SBF's reasons for resigning.
(b) No resignation of SBF as Administrator shall become effective until a successor Administrator has been appointed in accordance with Section 7.03 and has accepted such appointment and assumed all of the duties and obligations of the Administrator under this Agreement. Until such successor appointment becomes effective, SBF shall continue to perform all of its duties and obligations hereunder without interruption.
Section 7.02 — Removal
(a) SBF may be removed as Administrator by the Indenture Trustee, acting at the written direction of Noteholders holding a majority in aggregate principal amount of the outstanding Notes, upon the occurrence and continuation of an Administrator Default (as defined in Section 7.04).
(b) Removal shall be effected by delivery of written notice of removal to SBF, the Owner Trustee, and the Rating Agencies. Such notice shall specify the Administrator Default giving rise to the removal and the proposed effective date of removal.
(c) Removal shall not become effective until a successor Administrator has been appointed in accordance with Section 7.03 and has accepted such appointment and assumed all of the duties and obligations of the Administrator under this Agreement.
Section 7.03 — Successor Administrator
(a) Upon any resignation or removal of SBF as Administrator, the Indenture Trustee (or, if directed by Noteholders holding a majority in aggregate principal amount of the outstanding Notes, the Owner Trustee) shall, as promptly as practicable, appoint a successor Administrator.
(b) Any successor Administrator must be a Person that:
(i) has a net worth of not less than $[●];
(ii) has demonstrable experience in the administration of securitization trusts, including SEC reporting, tax compliance, and investor-relations functions;
(iii) has adequate personnel, infrastructure, and systems to perform the duties and obligations of the Administrator under this Agreement; and
(iv) is acceptable to each of the Rating Agencies (such acceptance not to be unreasonably withheld, conditioned, or delayed).
(c) Pending the appointment and acceptance of a successor Administrator, the Indenture Trustee may, but shall not be obligated to, perform the duties of the Administrator under this Agreement on an interim basis. If the Indenture Trustee elects to perform such duties on an interim basis, the Indenture Trustee shall be entitled to reasonable compensation for such services, payable from Trust assets in accordance with the priority-of-payments waterfall under the Indenture.
(d) Upon appointment, the successor Administrator shall execute and deliver to the Trust, the Indenture Trustee, and the Owner Trustee an instrument of acceptance and assumption, in form and substance reasonably satisfactory to the Indenture Trustee, pursuant to which the successor Administrator accepts appointment and assumes all duties and obligations of the Administrator under this Agreement.
Section 7.04 — Administrator Default
An "Administrator Default" shall mean the occurrence of any of the following events:
(a) failure by SBF to observe or perform any material duty, obligation, or covenant under this Agreement, which failure continues unremedied for a period of thirty (30) days after written notice thereof is given to SBF by the Indenture Trustee, the Owner Trustee, or Noteholders holding not less than 25% in aggregate principal amount of the outstanding Notes;
(b) any representation or warranty of SBF set forth in Article V of this Agreement proves to have been materially incorrect or misleading when made or when deemed to have been made;
(c) SBF becomes subject to a proceeding under any applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, liquidation, or similar law, whether voluntary or involuntary, or a receiver, trustee, liquidator, conservator, or similar official is appointed for SBF or for a substantial part of its assets, or SBF makes an assignment for the benefit of creditors; or
(d) SBF ceases to be duly organized and in good standing under the laws of the State of Delaware or ceases to have the corporate power and authority to perform its obligations under this Agreement.
Section 7.05 — Transition Obligations
Upon any resignation or removal of SBF as Administrator, SBF shall:
(a) deliver to the successor Administrator (or, if no successor has been appointed, to the Indenture Trustee) all of the Trust's books, records, files, data, EDGAR access codes and filing credentials, tax registrations, and all other materials and information in SBF's possession or control relating to the Trust, within fifteen (15) Business Days after the effective date of such resignation or removal;
(b) cooperate with the successor Administrator for a transition period of not less than thirty (30) days following the effective date of such resignation or removal, including making available SBF's knowledgeable personnel to assist with the transition, providing training on systems and procedures, and answering reasonable questions regarding the Trust's administration;
(c) execute and deliver all documents, instruments, and agreements reasonably necessary to effect the transition, including assignments of contracts, authorizations, and powers of attorney as may be required;
(d) continue to perform any duties hereunder that cannot be immediately transferred to the successor Administrator, until such time as the successor Administrator is able to assume such duties; and
(e) account for and remit to the successor Administrator any Trust funds or property in SBF's possession.
ARTICLE VIII — INDEMNIFICATION
Section 8.01 — Indemnification by SBF
SBF shall indemnify, defend, and hold harmless the Trust, the Owner Trustee (in its individual capacity and in its capacity as Owner Trustee), the Indenture Trustee (in its in

Calderwood & Harkness LLP Draft Matter No. 1009-00005 Draft dated April __, 2024

ADMINISTRATION AGREEMENT

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