INDENTURE

INDENTURE
DRAFT — March 4, 2024
between
SKYLEND RECEIVABLES TRUST 2024-1
as Issuer
and
ATLANTIC FIDUCIARY SERVICES, INC.
as Indenture Trustee, Paying Agent, Note Registrar, and Custodian
Dated as of [●], 2024
$170,000,000 Class A Asset-Backed Notes $22,000,000 Class B Asset-Backed Notes
Secured by Consumer Installment Loan Receivables Originated by Skybridge Fintech Ltd. through the SkyLend Platform
Rule 144A / Regulation S Private Placement CUSIP Prefix: 87165Q
DRAFT — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO REVISION
DRAFT — MARCH 4, 2024 — PREPARED BY CALDERWOOD & HARKNESS LLP — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO COMMENTS OF ALL PARTIES AND THEIR RESPECTIVE COUNSEL — THIS DOCUMENT HAS NOT BEEN EXECUTED AND DOES NOT CONSTITUTE A BINDING AGREEMENT — MATTER NO. 1009-00005
TABLE OF CONTENTS
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INDENTURE
This INDENTURE (this "Indenture"), dated as of [●], 2024 (draft circulated March 4, 2024), is entered into between SKYLEND RECEIVABLES TRUST 2024-1, a Delaware statutory trust, as issuer (the "Issuer" or the "Trust"), and ATLANTIC FIDUCIARY SERVICES, INC., a Delaware banking corporation, as indenture trustee (in such capacity, together with its successors and assigns, the "Indenture Trustee"), as paying agent (in such capacity, the "Paying Agent"), as note registrar (in such capacity, the "Note Registrar"), and as custodian (in such capacity, the "Custodian").
RECITALS
WHEREAS, SkyLend Receivables Trust 2024-1 (the "Issuer" or the "Trust") is a Delaware statutory trust formed on February 14, 2024, pursuant to a Trust Agreement dated as of February 14, 2024 (the "Trust Agreement"), by and between SkyLend Funding LLC, a Delaware limited liability company, as depositor (the "Depositor"), and Keymark Trust Company, National Association, a national banking association organized under the laws of the United States, as owner trustee (the "Owner Trustee"). The Issuer has been assigned Employer Identification Number 93-4201855 by the Internal Revenue Service.
WHEREAS, the Depositor is a Delaware limited liability company (EIN: 93-4187620) and a wholly owned subsidiary of Skybridge Fintech Ltd., a Delaware corporation ("SBF" or the "Sponsor"; EIN: 84-3291076). SBF operates the SkyLend direct-to-consumer digital lending platform (the "SkyLend Platform"), through which it originates unsecured consumer installment loans.
WHEREAS, the Issuer desires to issue two classes of asset-backed notes in the following aggregate principal amounts: (i) $170,000,000 aggregate principal amount of Class A Asset-Backed Notes (the "Class A Notes"), representing the senior tranche and constituting approximately 85% of the total capital structure, and (ii) $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"), representing the mezzanine tranche and constituting approximately 11% of the total capital structure. The Notes are to be offered and sold in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 144A promulgated thereunder, and, with respect to sales to non-U.S. persons, Regulation S promulgated under the Securities Act.
WHEREAS, the Notes are to be secured by a pool of unsecured consumer installment-loan receivables (the "Receivables") originated by SBF through the SkyLend Platform. The Receivables were purchased by the Depositor from SBF pursuant to a Receivables Purchase Agreement, dated as of [●], 2024 (the "Receivables Purchase Agreement"), between SBF, as seller, and the Depositor, as purchaser, and were transferred by the Depositor to the Issuer pursuant to a Sale and Servicing Agreement, dated as of [●], 2024 (the "Sale and Servicing Agreement"), among the Depositor, the Issuer, SBF (as servicer), and Clearview Loan Servicing, Inc. (as sub-servicer). The initial pool of Receivables is expected to have an aggregate outstanding principal balance of approximately $200,000,000, consisting of approximately 23,100 individual consumer installment loans with original principal balances ranging from $1,000 to $25,000 and original terms ranging from 12 to 60 months.
WHEREAS, Atlantic Fiduciary Services, Inc., a Delaware banking corporation ("AFS" or the "Indenture Trustee"), with its principal corporate trust office located at 2 Christiana Centre, Suite 1400, Wilmington, Delaware 19801, has agreed to act as Indenture Trustee, Paying Agent, Note Registrar, and Custodian for the benefit of the holders of the Notes, upon the terms and subject to the conditions set forth herein.
WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture, and all things necessary to make this Indenture a valid and binding agreement of the Issuer, enforceable in accordance with its terms, have been done and performed, and the execution and delivery of this Indenture have been in all respects duly authorized.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer and the Indenture Trustee agree as follows:
GRANTING CLAUSE
The Issuer hereby grants, bargains, sells, conveys, assigns, transfers, and sets over to the Indenture Trustee, and hereby grants to the Indenture Trustee for the benefit of the Noteholders a continuing security interest in, all of the Issuer's right, title, and interest in, to, and under the following property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located (collectively, the "Trust Estate"):
(a) All Receivables transferred to the Issuer by the Depositor pursuant to the Sale and Servicing Agreement, including all right, title, and interest of the Issuer in and to each such Receivable, the related loan agreements, promissory notes, and all other instruments and documents evidencing or relating to such Receivables;
(b) All Collections on the Receivables, including all payments of principal, interest, fees, late charges, prepayment charges (if any), and all other amounts received by or on behalf of the Issuer with respect to the Receivables from and after the Cut-Off Date;
(c) All monies on deposit in, or credited to, the Collection Account, the Reserve Account, and the Distribution Account (collectively, the "Accounts"), and all investments and investment earnings thereon;
(d) All proceeds (as defined in Article 9 of the Uniform Commercial Code as in effect in the State of Delaware and the State of New York) of the foregoing, including all cash proceeds, insurance proceeds, and all other amounts payable in respect of the foregoing;
(e) All of the Issuer's rights, remedies, powers, privileges, and claims under the Sale and Servicing Agreement, the Administration Agreement, the Receivables Purchase Agreement, the Account Control Agreement, the Custodial Agreement, and all other Transaction Documents (in each case, to the extent relating to the Receivables, the Accounts, or the Trust Estate), and all rights to enforce any of the foregoing;
(f) All of the Issuer's rights under any insurance policies maintained with respect to the Receivables or any hedge agreements, swap agreements, cap agreements, or other derivative instruments entered into by the Issuer in connection with the transactions contemplated hereby, if any; and
(g) All present and future claims, demands, causes of action, and choses in action in respect of any or all of the foregoing, and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, investment property, condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing.
The foregoing grant is made in trust for the benefit of the Noteholders, subject to the priority of payments and the terms and conditions set forth in this Indenture. The Indenture Trustee acknowledges receipt of the Trust Estate and declares that it holds and will hold the Trust Estate in trust for the benefit and security of the Noteholders, subject to the terms and provisions of this Indenture.
The Issuer and the Indenture Trustee intend that the grant set forth in this Granting Clause constitute a grant of a security interest in the Trust Estate from the Issuer to the Indenture Trustee within the meaning of the Uniform Commercial Code as in effect in the State of Delaware and the State of New York, and the Issuer hereby authorizes the Indenture Trustee to file such financing statements and continuation statements and to take such other actions as the Indenture Trustee may reasonably request to perfect, protect, and maintain the security interest granted hereby.
ARTICLE I — DEFINITIONS
Section 1.01 — Definitions
Whenever used in this Indenture, the following words and phrases shall have the following meanings. All capitalized terms used but not defined in this Indenture shall have the meanings assigned to them in the Sale and Servicing Agreement or the Trust Agreement, as applicable.
"Accounts" means, collectively, the Collection Account, the Reserve Account, and the Distribution Account, each as established and maintained in accordance with Article V of this Indenture.
"Administration Agreement" means the Administration Agreement, dated as of [●], 2024, between the Issuer and SBF (acting in its capacity as administrator), as such agreement may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Administrator" means Skybridge Fintech Ltd., a Delaware corporation, in its capacity as administrator under the Administration Agreement, or any successor administrator appointed in accordance with the terms of the Administration Agreement.
"AFS" means Atlantic Fiduciary Services, Inc., a Delaware banking corporation, in its capacity as Indenture Trustee, Paying Agent, Note Registrar, and Custodian hereunder, or any successor thereto appointed in accordance with Article IX of this Indenture.
"Aggregate Note Balance" means, at any time, the sum of the Outstanding Note Balances of the Class A Notes and the Class B Notes at such time. The Aggregate Note Balance as of the Closing Date shall be $192,000,000.
"Authorized Officer" means, with respect to the Issuer, any of the following individuals, each of whom is an officer or authorized representative of SBF acting in its capacity as Administrator on behalf of the Issuer: (i) Arun Mehta, Chief Executive Officer of SBF, (ii) Danielle Prescott, Chief Financial Officer of SBF, or (iii) Tomás Reyes, General Counsel of SBF, or any other Person designated in writing by any of the foregoing as an Authorized Officer and whose incumbency and signature have been certified to the Indenture Trustee.
"Broadleaf" means Broadleaf Analytics Group LLC, a Delaware limited liability company, the provider of certain third-party due-diligence reports and analytics in connection with the underwriting and evaluation of the Receivables pool.
"Business Day" means any day other than (i) a Saturday, (ii) a Sunday, or (iii) a day on which banking institutions in New York, New York or Wilmington, Delaware are authorized or obligated by law, regulation, or executive order to close.
"Carryover Shortfall Amount" means, with respect to any Payment Date and any class of Notes, the amount by which the Distributable Amounts available on any prior Payment Date were insufficient to make the required payments of interest and, to the extent applicable, principal on such class of Notes in accordance with the Waterfall set forth in Section 5.04, together with interest on such shortfall at the applicable Note Rate to the extent permitted by law.
"Carrollton" means Carrollton Ratings Group LLC, a nationally recognized statistical rating organization, in its capacity as a Rating Agency.
"Class A Noteholder" means a Person in whose name a Class A Note is registered in the Note Register maintained by the Note Registrar.
"Class A Note Rate" means [●]% per annum (the target range for which, as of the date of this draft, is 5.45% to 5.65% per annum, to be fixed at pricing).
"Class A Notes" means the $170,000,000 aggregate principal amount of Class A Asset-Backed Notes issued pursuant to this Indenture, constituting the senior tranche of the Notes and representing approximately 85% of the total capital structure of the transaction. The Class A Notes have expected ratings of Aaa(sf) by Meridian Credit Ratings, Inc. and AA+(sf) by Carrollton Ratings Group LLC, and bear interest at the Class A Note Rate.
"Class A Principal Distribution Amount" means, with respect to any Payment Date, the amount of principal to be distributed to the Class A Noteholders on such Payment Date in accordance with the Waterfall set forth in Section 5.04, as calculated by the Servicer and set forth in the Monthly Servicer Report.
"Class B Noteholder" means a Person in whose name a Class B Note is registered in the Note Register maintained by the Note Registrar.
"Class B Note Rate" means [●]% per annum (the target range for which, as of the date of this draft, is 6.75% to 7.00% per annum, to be fixed at pricing).
"Class B Notes" means the $22,000,000 aggregate principal amount of Class B Asset-Backed Notes issued pursuant to this Indenture, constituting the mezzanine tranche of the Notes and representing approximately 11% of the total capital structure of the transaction. The Class B Notes have expected ratings of A2(sf) by Meridian Credit Ratings, Inc. and A(sf) by Carrollton Ratings Group LLC, and bear interest at the Class B Note Rate. The Class B Notes are subordinated in right of payment to the Class A Notes as set forth in Article XII.
"Class B Principal Distribution Amount" means, with respect to any Payment Date, the amount of principal to be distributed to the Class B Noteholders on such Payment Date in accordance with the Waterfall set forth in Section 5.04, as calculated by the Servicer and set forth in the Monthly Servicer Report.
"Clean-Up Call" has the meaning set forth in Section 11.01.
"Clearview" means Clearview Loan Servicing, Inc., an Ohio corporation, in its capacity as Sub-Servicer under the Sale and Servicing Agreement and the Master Servicing Agreement, or any successor sub-servicer appointed in accordance with the terms thereof.
"Closing Date" means the date of the initial issuance and delivery of the Notes, which is expected to be [●], 2024.
"Code" means the Internal Revenue Code of 1986, as amended from time to time.
"Collection Account" means the segregated trust account established and maintained pursuant to Section 5.01 of this Indenture with Keymark Trust Company, N.A. (acting in its commercial banking capacity), bearing the designation "SkyLend Receivables Trust 2024-1 — Collection Account," or such other name as may be designated by the Indenture Trustee, subject to the exclusive control of the Indenture Trustee pursuant to the Account Control Agreement.
"Collection Period" means, with respect to any Payment Date, the calendar month immediately preceding such Payment Date; provided, however, that the Collection Period with respect to the first Payment Date shall be the period from and including the Cut-Off Date to and including the last day of the first full calendar month following the Closing Date.
"Collections" means, with respect to any Collection Period, all payments received by or on behalf of the Issuer with respect to the Receivables during such Collection Period, including payments of principal, interest, fees, late charges, prepayment charges (if any), and all other amounts received on or in respect of the Receivables, net of any amounts required to be refunded to Obligors by applicable law.
"Corporate Trust Office" means the corporate trust office of the Indenture Trustee, currently located at 2 Christiana Centre, Suite 1400, Wilmington, Delaware 19801, Attention: David Moynihan, Corporate Trust Officer, or such other office as AFS may designate from time to time by written notice to the Issuer and the Servicer.
"CUSIP" means the CUSIP numbers assigned to the Notes by the CUSIP Service Bureau operated by Standard & Pelvoran Financial Services LLC on behalf of the American Bankers Association. The CUSIP prefix allocated to the Notes is 87165Q.
"Custodial Agreement" means the Custodial Agreement, dated as of [●], 2024, among the Issuer, the Servicer, and AFS (in its capacity as Custodian), as such agreement may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Cut-Off Date" means March 31, 2024.
"Defaulted Receivable" means a Receivable as to which (i) any payment, or any part thereof, has remained unpaid for 120 or more days from the original due date of such payment, (ii) the related Obligor is the subject of a bankruptcy, insolvency, or similar proceeding, or (iii) the Servicer has, in accordance with its customary servicing procedures, charged off such Receivable as uncollectible.
"Depositor" means SkyLend Funding LLC, a Delaware limited liability company (EIN: 93-4187620), a wholly owned subsidiary of SBF, in its capacity as depositor under the Trust Agreement and the Sale and Servicing Agreement.
"Determination Date" means, with respect to each Payment Date, the [●] Business Day prior to such Payment Date (or, if such day is not a Business Day, the immediately preceding Business Day).
"Distributable Amount" means, with respect to any Payment Date, the aggregate amount of Collections and other available amounts on deposit in the Collection Account on the related Determination Date, together with any amounts available from the Reserve Account in accordance with Section 5.02 and investment earnings on the Accounts, in each case as calculated by the Servicer and set forth in the Monthly Servicer Report.
"Distribution Account" means the account established and maintained with the Indenture Trustee for the purpose of making distributions to Noteholders in accordance with this Indenture.
"DTC" means The Depository Trust Company, a New York corporation, or any successor securities depository.
"Early Amortization Event" has the meaning set forth in Section 7.01.
"Early Amortization Period" means the period commencing on the occurrence of an Early Amortization Event and continuing until the earliest to occur of (i) the date on which all Notes have been paid in full, (ii) the date on which the Trust is dissolved, or (iii) the date on which such Early Amortization Event has been waived in accordance with Section 7.03.
"Eligible Receivable" means a Receivable that satisfies each of the eligibility criteria set forth in the Eligibility Criteria Schedule attached to the Sale and Servicing Agreement, as of the applicable date of determination.
"Event of Default" has the meaning set forth in Section 8.01.
"Excess Spread" means, with respect to any Payment Date, the amount, if any, by which the aggregate Collections of interest and fees on the Receivables for the related Collection Period exceed the sum of (i) the Servicing Fee payable for such Collection Period, (ii) interest due on the Class A Notes for such Payment Date, (iii) interest due on the Class B Notes for such Payment Date, and (iv) all other senior expenses payable from the Trust Estate for such Payment Date. As of the initial pool characteristics, the Excess Spread is estimated at approximately 2.85% per annum.
"FICO Score" means the Harborview Partners LLC credit score of the related Obligor as determined at the time of origination of the related Receivable. The weighted average FICO Score at origination for the initial pool of Receivables is 698.
"Final Maturity Date" means [●], 2031, which is the date on which the final payment of principal and interest on the Notes is due and payable, if not earlier paid.
"GAAP" means generally accepted accounting principles in the United States of America, as in effect from time to time.
"Halcyon" means Halcyon Securities LLC, a Delaware limited liability company, in its capacity as initial purchaser under the Preliminary Purchase Agreement; Deal Reference HLC-ABS-2024-017.
"Indenture" means this Indenture, dated as of [●], 2024, between the Issuer and the Indenture Trustee, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Indenture Trustee" means Atlantic Fiduciary Services, Inc., a Delaware banking corporation, in its capacity as indenture trustee hereunder, or any successor indenture trustee appointed in accordance with Article IX of this Indenture.
"Indenture Trustee Fee" means the fee payable to AFS for its services as Indenture Trustee, Paying Agent, Note Registrar, and Custodian hereunder, in the amount of $12,500 per annum, payable semiannually in arrears on each Payment Date occurring in June and December of each year, as more fully described in Section 9.07.
"Initial Purchaser" means Halcyon Securities LLC, in its capacity as initial purchaser of the Notes under the Preliminary Purchase Agreement.
"Keymark" means Keymark Trust Company, National Association, a national banking association organized under the laws of the United States, in its capacity as Owner Trustee under the Trust Agreement or in its commercial banking capacity, as the context may require.
"Master Servicing Agreement" or "MSA" means the Master Servicing Agreement, dated as of October 1, 2022, between SBF and Clearview, as such agreement may have been or may hereafter be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Meridian" means Meridian Credit Ratings, Inc., a nationally recognized statistical rating organization, in its capacity as a Rating Agency.
"Monthly Servicer Report" means the report prepared by the Servicer (or the Sub-Servicer on its behalf) and delivered to the Indenture Trustee and the Noteholders on or before each Determination Date, in substantially the form attached hereto as Exhibit C.
"Note" or "Notes" means, collectively, the Class A Notes and the Class B Notes, or any of them, as the context may require.
"Note Rate" means, with respect to the Class A Notes, the Class A Note Rate, and with respect to the Class B Notes, the Class B Note Rate.
"Note Register" means the register of Noteholders maintained by the Note Registrar in accordance with Section 2.03.
"Noteholder" or "Holder" means, with respect to any Note, the Person in whose name such Note is registered in the Note Register.
"Obligor" means any borrower or co-borrower obligated to make payments under or with respect to a Receivable.
"Officer's Certificate" means a certificate signed by an Authorized Officer of the Issuer (or, where the context requires, of SBF, the Depositor, or the Servicer) and delivered to the Indenture Trustee pursuant to the terms of this Indenture.
"Opinion of Counsel" means a written opinion of counsel, who may be counsel to the Issuer, the Depositor, or SBF (unless otherwise specified), and who shall be reasonably acceptable to the Indenture Trustee.
"Outstanding Note Balance" means, with respect to any Note at any time, the initial principal amount of such Note, minus the aggregate amount of all principal payments previously distributed to the Holder of such Note.
"Overcollateralization Amount" means, as of any date of determination, the amount, if any, by which the Pool Balance exceeds the Aggregate Note Balance at such time.
"Overcollateralization Target" means 3.5% of the initial Pool Balance, which is equal to $7,000,000.
"Owner Trustee" means Keymark Trust Company, National Association, not in its individual capacity but solely in its capacity as owner trustee under the Trust Agreement, or any successor owner trustee appointed in accordance with the terms of the Trust Agreement.
"Payment Date" means the 15th day of each calendar month (or, if such day is not a Business Day, the next succeeding Business Day), commencing on [●], 2024.
"Permitted Investments" means the investments described in Schedule 2 hereto.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, trust, estate, unincorporated organization, governmental entity, or other entity.
"Pool Balance" means, as of any date of determination, the aggregate outstanding principal balance of all Receivables held by the Trust at such time, determined as of the close of business on the last day of the immediately preceding Collection Period (or, if such date is the Closing Date, as of the Cut-Off Date). The Pool Balance as of the Cut-Off Date is expected to be approximately $200,000,000, representing the final eligible pool after credit and eligibility screening from a gross pool of approximately $213,750,000 comprising approximately 23,100 individual consumer installment loans.
"Preliminary Purchase Agreement" means the Preliminary Purchase Agreement, dated as of [●], 2024, between the Issuer and Halcyon, relating to the purchase of the Notes.
"QIB" means a "qualified institutional buyer" as defined in Rule 144A under the Securities Act.
"Rating Agencies" means Meridian Credit Ratings, Inc. and Carrollton Ratings Group LLC, or any successors thereto.
"Rating Agency Confirmation" means, with respect to any proposed action, written confirmation from each Rating Agency that such action will not result in a reduction or withdrawal of the then-current rating assigned by such Rating Agency to any class of Notes.
"Receivable" means an unsecured consumer installment loan originated by SBF through the SkyLend Platform, with an original principal balance of not less than $1,000 and not more than $25,000, and an original term of not less than 12 months and not more than 60 months, that has been transferred to the Issuer pursuant to the Sale and Servicing Agreement and that is included in the Trust Estate.
"Receivables Purchase Agreement" means the Receivables Purchase Agreement, dated as of [●], 2024, between SBF, as seller, and the Depositor, as purchaser, as such agreement may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Record Date" means, with respect to each Payment Date, the last Business Day of the calendar month immediately preceding such Payment Date.
"Required Class A Note Balance" means, with respect to any Payment Date, the Outstanding Note Balance of the Class A Notes required to be maintained as of such Payment Date, as specified in the Monthly Servicer Report and calculated in accordance with the scheduled amortization of the Class A Notes.
"Required Class B Note Balance" means, with respect to any Payment Date, the Outstanding Note Balance of the Class B Notes required to be maintained as of such Payment Date, as specified in the Monthly Servicer Report and calculated in accordance with the scheduled amortization of the Class B Notes.
"Required Noteholders" means Noteholders holding at least 66-2/3% of the Aggregate Note Balance at the time of determination.
"Required Overcollateralization Floor" means [●]% of the current Pool Balance.
"Required Reserve Account Balance" means $2,000,000, which represents 1.00% of the initial Pool Balance of $200,000,000.
"Reserve Account" means the segregated trust account established and maintained pursuant to Section 5.02 of this Indenture with the Indenture Trustee.
"Residual Certificate" or "Residual Interest" means the $8,000,000 subordinated certificate (representing approximately 4% of the total capital structure) issued by the Issuer and retained by SBF through the Depositor, which is unrated and is subordinated in right of payment to both the Class A Notes and the Class B Notes as set forth in Section 12.02.
"Revolving Period" means not applicable. The transaction is structured as a static pool with no revolving feature.
"Rule 144A" means Rule 144A under the Securities Act.
"Sale and Servicing Agreement" means the Sale and Servicing Agreement, dated as of [●], 2024, among the Depositor, the Issuer, SBF (in its capacity as servicer), and Clearview (in its capacity as sub-servicer), as such agreement may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"SBF" or "Sponsor" means Skybridge Fintech Ltd., a Delaware corporation (EIN: 84-3291076), in its capacity as sponsor of the transaction, as servicer under the Sale and Servicing Agreement, and as administrator under the Administration Agreement.
"Securities Act" means the Securities Act of 1933, as amended.
"Servicer" means Skybridge Fintech Ltd., in its capacity as master servicer under the Sale and Servicing Agreement, or any successor servicer appointed in accordance with the terms of the Sale and Servicing Agreement.
"Servicer Default" has the meaning set forth in the Sale and Servicing Agreement.
"Servicing Fee" means, with respect to any Collection Period, the fee payable to the Servicer in an amount equal to one-twelfth (1/12th) of the product of the Servicing Fee Rate and the Pool Balance as of the first day of such Collection Period, payable monthly in arrears. The estimated first-year Servicing Fee is approximately $1,000,000.
"Servicing Fee Rate" means 0.50% per annum.
"SkyLend Platform" means SBF's proprietary direct-to-consumer digital lending platform through which SBF originates unsecured consumer installment loans.
"Stated Maturity Date" means [●], 2029.
"Sub-Servicer" means Clearview Loan Servicing, Inc., an Ohio corporation, in its capacity as sub-servicer under the Sale and Servicing Agreement and the Master Servicing Agreement, or any successor sub-servicer appointed in accordance with the terms thereof.
"Transaction Documents" means, collectively, this Indenture, the Sale and Servicing Agreement, the Receivables Purchase Agreement, the Trust Agreement, the Administration Agreement, the Account Control Agreement, the Custodial Agreement, the Preliminary Purchase Agreement, and all other documents, agreements, and instruments executed and delivered in connection with the transactions contemplated hereby.
"Trust Agreement" means the Trust Agreement, dated as of February 14, 2024, by and between the Depositor and the Owner Trustee, as such agreement may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Trust Estate" has the meaning set forth in the Granting Clause of this Indenture.
"UCC" means the Uniform Commercial Code as in effect in the applicable jurisdiction.
"WAC" means the weighted average coupon of the Receivables included in the Trust Estate. The WAC of the initial pool of Receivables is 14.82% as of the Cut-Off Date.
"Weighted Average Life" means the expected weighted average life of a class of Notes, calculated based on the expected timing of principal payments. The expected weighted average life of the Class A Notes is approximately 2.1 years, and the expected weighted average life of the Class B Notes is approximately 3.4 years.
"Weighted Average Remaining Term" means the weighted average remaining term to maturity of the Receivables in the pool, which is 38.4 months as of the Cut-Off Date.
Section 1.02 — Rules of Construction
(a) Unless the context otherwise requires, all references herein to "Sections," "Articles," "Exhibits," and "Schedules" refer to the corresponding sections, articles, exhibits, and schedules of this Indenture.
(b) The headings and table of contents used in this Indenture are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.
(c) The word "including" (and its correlative forms) means "including without limitation."
(d) Unless otherwise specified, all references herein to currency or dollar amounts shall mean lawful money of the United States of America.
(e) Accounting terms used but not defined herein shall have the meanings given to them under GAAP as in effect from time to time, unless otherwise defined herein.
(f) All references to time herein shall refer to New York City time unless otherwise specified.
(g) Words importing the singular number shall include the plural number and vice versa, and words importing a gender shall include all genders.
(h) References to any Person shall include such Person's successors and permitted assigns.
(i) References to any statute, regulation, or rule shall include all amendments thereto, successor statutes, regulations, and rules, and all rules and regulations promulgated thereunder, in each case as in effect from time to time.
(j) The terms "hereof," "herein," "hereunder," "hereby," and similar words refer to this Indenture as a whole (including all Exhibits and Schedules hereto) and not to any particular provision of this Indenture.
ARTICLE II — THE NOTES
Section 2.01 — Form and Terms of the Notes
(a) Class A Notes. The Issuer hereby authorizes the issuance of the Class A Notes in the aggregate principal amount of $170,000,000. The Class A Notes shall bear interest at the Class A Note Rate (which is within the target range of 5.45% to 5.65% per annum, to be fixed at pricing on or before the Closing Date) from the Closing Date or from the most recent Payment Date on which interest has been paid or duly provided for. The Class A Notes shall be issuable in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof. The Class A Notes shall be substantially in the form set forth in Exhibit A hereto, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Indenture.
(b) Class B Notes. The Issuer hereby authorizes the issuance of the Class B Notes in the aggregate principal amount of $22,000,000. The Class B Notes shall bear interest at the Class B Note Rate (which is within the target range of 6.75% to 7.00% per annum, to be fixed at pricing on or before the Closing Date) from the Closing Date or from the most recent Payment Date on which interest has been paid or duly provided for. The Class B Notes shall be issuable in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof. The Class B Notes shall be substantially in the form set forth in Exhibit B hereto, with such appropriate insertions, omissions, substitutions, and other variations as are required or permitted by this Indenture.
(c) Book-Entry Form. The Notes shall be issued in book-entry form through The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, or such other name as DTC may request. Beneficial interests in the Notes shall be held through DTC participants and indirect participants. The Notes may be transferred only through the book-entry system maintained by DTC, and no beneficial owner of a Note shall be entitled to receive a definitive certificate representing such Note except as provided in Section 2.05 or as otherwise permitted by this Indenture.
(d) Transfer Restrictions; Legends. The Notes are being offered and sold solely pursuant to Section 4(a)(2) of the Securities Act and Rule 144A thereunder and, with respect to sales to non-U.S. persons, Regulation S thereunder. The Notes have not been and will not be registered under the Securities Act or under the securities laws of any state and may not be offered, sold, pledged, or otherwise transferred except in compliance with the Securities Act and applicable state securities laws. Each Note shall bear the restrictive legends set forth in the applicable form of Note attached hereto as Exhibit A or Exhibit B, as applicable, and such additional legends as may be required by applicable law or the rules of DTC.
(e) CUSIP Numbers. CUSIP numbers shall be assigned to the Notes under the prefix 87165Q by the CUSIP Service Bureau. The Issuer may cause such CUSIP numbers to be printed on the Notes.
(f) Dated Date and Maturity. The Notes shall be dated as of the Closing Date. The Notes shall mature on the Stated Maturity Date, subject to the provisions of this Indenture regarding acceleration and the Final Maturity Date.
Section 2.02 — Authentication and Delivery
(a) The Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of an Authorized Officer and authenticated by the manual signature of an authorized signatory of the Indenture Trustee. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided in Exhibit A or Exhibit B hereto, as applicable, executed by the Indenture Trustee by the manual signature of one of its authorized signatories. Such certificate shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.
(b) On the Closing Date, the Issuer shall execute and deliver to the Indenture Trustee the Notes, and the Indenture Trustee shall authenticate the Notes and deliver them in accordance with the written order of the Issuer (signed by an Authorized Officer), without any further action by the Issuer. The Indenture Trustee shall not be required to authenticate any Note unless it has received from the Issuer a written order specifying the Notes to be authenticated and directing the Indenture Trustee to authenticate and deliver such Notes.
(c) The Indenture Trustee may appoint one or more authenticating agents acceptable to the Issuer to authenticate and deliver Notes on its behalf. Any such authenticating agent shall be authorized to act on behalf of the Indenture Trustee for purposes of authenticating Notes.
Section 2.03 — Note Registrar and Registration of Transfer
(a) AFS shall serve as Note Registrar and shall maintain a Note Register in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of the Notes and the registration of transfers of the Notes. The Note Register shall contain the name and address of, and the principal amount of Notes held by, each Noteholder.
(b) Subject to the restrictions on transfer set forth in this Section 2.03 and in the forms of Notes attached hereto, the Holder of any Note may transfer such Note, in whole or in part (but only in a minimum denomination of $250,000 and integral multiples of $1,000 in excess thereof), by surrendering such Note at the Corporate Trust Office for registration of transfer, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Note Registrar, duly executed by the Holder thereof or by its attorney duly authorized in writing.
(c) No transfer of a Note shall be registered unless the transferee is (i) a QIB purchasing for its own account or for the account of one or more QIBs, in each case in reliance on Rule 144A, or (ii) a non-U.S. person (as defined in Regulation S) purchasing in an offshore transaction in reliance on Regulation S. As a condition to registration of any transfer, the transferee shall deliver to the Note Registrar:
(i) a Transfer Certificate substantially in the form of Exhibit D (for Rule 144A transfers) or Exhibit E (for Regulation S transfers) hereto, duly completed and executed by the transferee; and
(ii) an investor representation letter containing representations and warranties of the transferee confirming, among other things, that (A) the transferee is a QIB or a non-U.S. person, as applicable, (B) the transferee is purchasing the Note for its own account and not with a view to distribution in violation of the Securities Act, (C) the transferee has received such information as it has requested regarding the Issuer, the Receivables, and the Notes, and (D) the transferee is an institutional "accredited investor" within the meaning of Rule 501(a) of the Securities Act.
(d) No transfer of a Note shall be made if, after giving effect to such transfer, either the transferee or the transferor would hold Notes in a principal amount less than the minimum denomination of $250,000 (unless such Person would hold no Notes after such transfer).
(e) No service charge shall be imposed for any registration of transfer, but the Issuer or the Note Registrar may require payment of a sum sufficient to cover any stamp tax or other governmental charge payable in connection with any transfer.
Section 2.04 — Mutilated, Destroyed, Lost, or Stolen Notes
If any Note is mutilated, destroyed, lost, or stolen, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver a new Note of like tenor and aggregate principal amount in exchange for and upon cancellation of the mutilated Note, or in lieu of the destroyed, lost, or stolen Note, upon receipt of evidence reasonably satisfactory to the Issuer and the Indenture Trustee of the destruction, loss, or theft of such Note. In the case of a destroyed, lost, or stolen Note, the applicant for a replacement Note shall also furnish to the Issuer and the Indenture Trustee such security or indemnity as may be required by either of them to hold each of them harmless from any loss, liability, cost, or expense that might result from the issuance of a replacement Note. Every replacement Note issued pursuant to this Section 2.04 shall constitute an additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost, or stolen Note shall be at any time enforceable by anyone.
Section 2.05 — Temporary Notes
Pending the preparation of definitive Notes, the Issuer may execute and the Indenture Trustee shall authenticate and deliver temporary Notes (printed, lithographed, typewritten, or otherwise produced), of any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued, with such appropriate insertions, omissions, substitutions, and other variations as the Authorized Officers executing such temporary Notes may determine, as evidenced by their execution of such temporary Notes. Until exchanged for definitive Notes, such temporary Notes shall be entitled to the benefit of this Indenture. Without unreasonable delay, the Issuer shall execute and furnish definitive Notes and thereupon any temporary Notes may be surrendered in exchange therefor without charge.
Section 2.06 — Cancellation of Notes
All Notes surrendered for payment, transfer, exchange, or cancellation shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee. All Notes so delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 2.06, except as expressly permitted by this Indenture. The Indenture Trustee shall destroy all cancelled Notes and shall deliver a certificate of destruction to the Issuer upon the Issuer's written request. Such certificate shall identify the cancelled Notes by CUSIP number, principal amount, and serial number (if any).
Section 2.07 — Outstanding Notes
Notes shall be deemed "Outstanding" at any time when (a) they have been authenticated and delivered by the Indenture Trustee under this Indenture, except (i) Notes theretofore cancelled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation, (ii) Notes for the payment of which money in the necessary amount has been theretofore irrevocably deposited with the Indenture Trustee in trust for the Holders thereof, and (iii) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture. For purposes of any vote, consent, direction, waiver, or other action to be taken by the Noteholders under this Indenture, Notes held by the Issuer, the Depositor, or SBF (or any affiliate thereof) shall not be deemed Outstanding and shall not be entitled to vote or give any consent; provided, however, that for the purposes of determining whether the Indenture Trustee shall be protected in relying on any such vote, consent, direction, waiver, or other action, only Notes that the Indenture Trustee knows to be so held shall be so disregarded.
Section 2.08 — CUSIP Numbers
The Issuer may cause CUSIP numbers (prefix 87165Q) to be printed on the Notes, and the Indenture Trustee may use CUSIP numbers in any notice to the Noteholders. No representation is made as to the correctness of such CUSIP numbers either as printed on the Notes or as contained in any notice to the Noteholders, and reliance may be placed only on the other identification numbers printed or contained therein. Neither the Issuer nor the Indenture Trustee shall have any liability for any defect in, or inaccuracy of, any CUSIP number assigned to any Note.
ARTICLE III — INTEREST AND PRINCIPAL PAYMENTS
Section 3.01 — Interest on the Notes
(a) Class A Notes. The Class A Notes shall bear interest at the Class A Note Rate per annum from and including the Closing Date (or from and including the most recent Payment Date on which interest has been paid or duly provided for) to but excluding the next succeeding Payment Date (or the date on which the Class A Notes are paid in full). Interest on the Class A Notes shall be payable on each Payment Date to the Class A Noteholders of record as of the immediately preceding Record Date.
(b) Class B Notes. The Class B Notes shall bear interest at the Class B Note Rate per annum from and including the Closing Date (or from and including the most recent Payment Date on which interest has been paid or duly provided for) to but excluding the next succeeding Payment Date (or the date on which the Class B Notes are paid in full). Interest on the Class B Notes shall be payable on each Payment Date to the Class B Noteholders of record as of the immediately preceding Record Date, subject to the subordination provisions of Article XII.
(c) Interest Computation. Interest on each class of Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months (the "30/360" day count convention).
(d) Accrual Basis. Interest on each class of Notes shall accrue on the Outstanding Note Balance of such class as of the close of business on the immediately preceding Payment Date (or, in the case of the first Payment Date, on the initial Outstanding Note Balance of such class as of the Closing Date).
(e) Default Interest. To the extent permitted by applicable law, past-due interest on each class of Notes shall bear interest at the applicable Note Rate for such class, compounding on each Payment Date.
Section 3.02 — Principal Payments on the Notes
(a) Revolving Period. Not applicable. The Notes are issued in connection with a static pool of Receivables, and there is no revolving period under this Indenture.
(b) Amortization Period. During the Amortization Period (which commences on the Closing Date and continues through the final Payment Date on which the Notes are paid in full), principal shall be distributed to the Noteholders on each Payment Date in accordance with the Waterfall set forth in Section 5.04. The Class A Principal Distribution Amount and the Class B Principal Distribution Amount for each Payment Date shall be determined by the Servicer and set forth in the Monthly Servicer Report.
(c) Stated Maturity Date. On the Stated Maturity Date, all remaining Outstanding Note Balance of each class of Notes, together with all accrued and unpaid interest thereon, shall be due and payable in full.
(d) Final Maturity Date. If any Outstanding Note Balance remains unpaid after the Stated Maturity Date, such balance (together with all accrued and unpaid interest thereon) shall in any event be due and payable on the Final Maturity Date.
(e) Optional Clean-Up Call. The Notes are subject to optional redemption in whole (but not in part) pursuant to Section 11.01 hereof.
Section 3.03 — Scheduled Payment Dates
(a) Payment Dates. Payments of interest and principal on the Notes shall be made on each Payment Date, which is the 15th day of each calendar month, or if such day is not a Business Day, the next succeeding Business Day.
(b) First Payment Date. The first Payment Date shall be [●], 2024.
(c) Stated Maturity Date. The Stated Maturity Date for the Notes shall be [●], 2029, based on the expected weighted average lives of the Class A Notes (approximately 2.1 years) and the Class B Notes (approximately 3.4 years), with an additional cushion to accommodate potential deviations from the expected amortization schedule.
(d) Final Maturity Date. The Final Maturity Date, which represents the legal final maturity of the Notes, shall be [●], 2031, providing additional cushion beyond the Stated Maturity Date to accommodate delays in the collection or liquidation of the Receivables.
Section 3.04 — Determination Date Calculations
(a) On or before each Determination Date, the Servicer (SBF) shall prepare and deliver to the Indenture Trustee a Monthly Servicer Report, substantially in the form of Exhibit C attached hereto, setting forth the calculations necessary to determine the distributions to be made on the related Payment Date. Such report shall specify, at a minimum:
(i) the aggregate amount of Collections received during the related Collection Period and available for distribution;
(ii) the delinquency status of the Receivables (including the number and aggregate principal balance of Receivables that are 30+ days, 60+ days, and 90+ days delinquent);
(iii) the aggregate principal balance of Receivables that have become Defaulted Receivables during the related Collection Period and the cumulative amount of Defaulted Receivables;
(iv) the Overcollateralization Amount as of the close of business on the last day of the related Collection Period;
(v) the balance on deposit in the Reserve Account as of the related Determination Date;
(vi) the calculation of each payment to be made in accordance with the Waterfall (Section 5.04), including the amounts payable under each priority level;
(vii) the Outstanding Note Balance of each class of Notes after giving effect to distributions on such Payment Date;
(viii) the Pool Balance as of the close of business on the last day of the related Collection Period;
(ix) the Excess Spread for such Collection Period; and
(x) whether any Early Amortization Event or Event of Default has occurred and is continuing.
(b) The Indenture Trustee shall have no duty to verify the accuracy of the calculations set forth in the Monthly Servicer Report but shall be entitled to rely conclusively thereon for purposes of making distributions on the related Payment Date.
Section 3.05 — Manner of Payment
(a) Payments Through DTC. So long as the Notes are held in book-entry form through DTC, all payments of principal and interest on the Notes shall be made by the Paying Agent to DTC or its nominee in immediately available funds on each Payment Date for distribution by DTC to the beneficial holders of the Notes in accordance with DTC's customary procedures.
(b) Payments on Definitive Notes. If definitive Notes are issued in accordance with Section 2.05 or otherwise, payments of principal and interest on such Notes shall be made by check mailed by first-class mail, postage prepaid, to the Holders thereof at their addresses appearing in the Note Register as of the immediately preceding Record Date; provided, however, that a Holder of definitive Notes with an aggregate principal amount of $1,000,000 or more may receive payment by wire transfer to a bank account designated by such Holder by written notice to the Paying Agent not less than five (5) Business Days prior to the applicable Record Date.
(c) Payments in Lawful Money. All payments on the Notes shall be made in lawful money of the United States of America.
ARTICLE IV — CONDITIONS PRECEDENT
Section 4.01 — Conditions Precedent to Issuance of Notes
The obligation of the Indenture Trustee to authenticate the Notes on the Closing Date is subject to the satisfaction (or waiver by the Indenture Trustee) of the following conditions precedent:
(a) Transaction Documents. The Indenture Trustee shall have received fully executed copies of each of the following Transaction Documents, in each case in form and substance satisfactory to the Indenture Trustee:
(i) this Indenture;
(ii) the Sale and Servicing Agreement;
(iii) the Receivables Purchase Agreement;
(iv) the Trust Agreement;
(v) the Administration Agreement;
(vi) the Account Control Agreement;
(vii) the Custodial Agreement; and
(viii) the Preliminary Purchase Agreement.
(b) Opinions of Counsel. The Indenture Trustee shall have received the following opinions of counsel, each dated the Closing Date and addressed to the Indenture Trustee:
(i) a True-Sale Opinion from Calderwood & Harkness LLP, counsel to the Issuer, opining that the transfer of the Receivables from SBF to the Depositor and from the Depositor to the Issuer constitutes a true sale and not merely a pledge or financing arrangement;
(ii) a Non-Consolidation Opinion from Calderwood & Harkness LLP, opining that, in the event of a bankruptcy of SBF or the Depositor, a court would not substantively consolidate the assets and liabilities of the Issuer with those of SBF or the Depositor;
(iii) a Security-Interest Opinion from Calderwood & Harkness LLP, opining that the grant by the Issuer to the Indenture Trustee of a security interest in the Trust Estate is valid, binding, and enforceable, and, upon the filing of appropriate UCC financing statements, perfected;
(iv) a Tax Opinion or Tax Memorandum from Calderwood & Harkness LLP, addressing the federal income tax treatment of the Trust and the Notes, including the treatment of the Trust as a grantor trust under Subpart E of Subchapter J of the Code;
(v) a 10b-5 negative assurance letter from Calderwood & Harkness LLP, addressed to Halcyon Securities LLC, to the effect that nothing has come to such counsel's attention that causes them to believe that the offering materials contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading; and
(vi) an opinion of Whitfield, Drummond & Paige LLP, counsel to the Initial Purchaser, addressing the due authorization, execution, and delivery of the Preliminary Purchase Agreement and related matters.
(c) Officer's Certificate. The Indenture Trustee shall have received an Officer's Certificate from SBF, signed by Danielle Prescott, Chief Financial Officer, or Arun Mehta, Chief Executive Officer, confirming, among other things, that (i) all representations and warranties of SBF contained in the Transaction Documents are true and correct in all material respects as of the Closing Date, (ii) no event has occurred and is continuing that constitutes, or that with the giving of notice or the lapse of time or both would constitute, an Early Amortization Event or an Event of Default, and (iii) all conditions precedent to the issuance of the Notes have been satisfied.
(d) Agreed-Upon Procedures and Comfort Letter. The Indenture Trustee shall have received (i) an agreed-upon procedures letter from Rowland & Cross LLP (engagement partner: Nathan Delacroix), independent public accountants to SBF, confirming the accuracy of certain statistical and financial information relating to the Receivables set forth in the offering materials, and (ii) a comfort letter from Rowland & Cross LLP with respect to the financial statements and financial information of SBF.
(e) Rating Agency Confirmation. The Indenture Trustee shall have received written confirmation from (i) Meridian Credit Ratings, Inc. that the Class A Notes have been assigned a rating of Aaa(sf) and the Class B Notes have been assigned a rating of A2(sf), and (ii) Carrollton Ratings Group LLC that the Class A Notes have been assigned a rating of AA+(sf) and the Class B Notes have been assigned a rating of A(sf).
(f) Initial Reserve Account Deposit. The Reserve Account shall have been funded with an initial deposit of $2,000,000 from the proceeds of the offering.
(g) Transfer of Receivables and Receivable Files. The Receivables shall have been transferred to the Trust in accordance with the Sale and Servicing Agreement, and the related receivable files shall have been delivered to the Custodian (AFS) in accordance with the Custodial Agreement.
(h) UCC Filings. UCC-1 financing statements shall have been filed in all applicable jurisdictions to perfect the Issuer's interest in the Receivables and the Indenture Trustee's security interest in the Trust Estate, and evidence of such filings shall have been delivered to the Indenture Trustee.
(i) No Early Amortization Event or Event of Default. No Early Amortization Event or Event of Default shall have occurred and be continuing.
(j) Representations and Warranties. All representations and warranties of the Issuer, the Depositor, and SBF contained in the Transaction Documents shall be true and correct in all material respects as of the Closing Date.
(k) Bring-Down Certificate. The Indenture Trustee shall have received a bring-down certificate from the Issuer and SBF, dated as of the Closing Date, confirming the accuracy and completeness of the representations, warranties, and certificates delivered in connection with the transactions contemplated by this Indenture.
Section 4.02 — Issuer's Certificate
On the Closing Date, the Issuer shall deliver to the Indenture Trustee an Officer's Certificate, signed by an Authorized Officer, certifying that all conditions precedent set forth in Section 4.01 have been satisfied (or, if applicable, waived with the consent of the Indenture Trustee). The Indenture Trustee shall be entitled to rely conclusively on such Officer's Certificate as evidence of the satisfaction of such conditions precedent and shall have no independent duty to verify the satisfaction thereof.
ARTICLE V — ACCOUNTS AND ALLOCATION OF COLLECTIONS
Section 5.01 — Collection Account
(a) Establishment. On or prior to the Closing Date, the Issuer shall cause to be established and maintained with Keymark Trust Company, N.A. (acting in its commercial banking capacity), a segregated trust account designated "SkyLend Receivables Trust 2024-1 — Collection Account" (the "Collection Account"). The Collection Account shall be subject to the exclusive control of the Indenture Trustee pursuant to the Account Control Agreement, and the Issuer shall have no right to withdraw funds from the Collection Account except as expressly provided in this Article V.
(b) Deposits. All Collections on the Receivables shall be deposited into the Collection Account within two (2) Business Days of receipt by the Servicer or the Sub-Servicer. The Servicer shall cause all Collections to be identified, segregated, and deposited in accordance with the Sale and Servicing Agreement and the servicing procedures established thereunder. The Servicer shall not commingle Collections with its own funds or the funds of any other person for any period in excess of two (2) Business Days.
(c) Eligible Investments. Funds held in the Collection Account may be invested in Permitted Investments as directed by the Administrator, subject to the following conditions: (i) each such investment shall mature no later than the Business Day immediately preceding the next Payment Date, (ii) such investments shall be held in the name of the Indenture Trustee (or its nominee) for the benefit of the Noteholders, and (iii) investment earnings (net of losses) shall be credited to the Collection Account an