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SCHEDULE OF ELIGIBILITY CRITERIA AND REPRESENTATIONS & WARRANTIES

SkyLend Receivables Trust 2024-1

Attached as Schedule 1 to the Receivables Purchase Agreement dated March 11, 2024, between Skybridge Fintech Ltd. (the "Seller" or "Originator") and SkyLend Funding LLC (the "Purchaser" or "Depositor"), and incorporated by reference into the Sale and Servicing Agreement dated March 11, 2024, among SkyLend Funding LLC, SkyLend Receivables Trust 2024-1 (the "Trust" or "Issuer"), Skybridge Fintech Ltd. (as servicer), and Clearview Loan Servicing, Inc. (as sub-servicer).

Prepared by: Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 C&H Matter No. 1009-00005

Governing Law: State of New York (except where Delaware law governs entity formation matters relating to the Trust, the Depositor, or the Seller, as applicable).

Cut-Off Date: March 31, 2024.

Aggregate Receivables Pool: Approximately 23,100 unsecured consumer installment loans; aggregate outstanding principal balance of approximately $213,750,000 (gross, pre-selection), with the final pool to equal $200,000,000 after application of the Eligibility Criteria set forth in Article II hereof and credit screening conducted by the Seller in accordance with its customary procedures.

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ARTICLE I — DEFINITIONS

Section 1.01 — Defined Terms

As used in this Schedule, the following terms shall have the meanings set forth below. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Receivables Purchase Agreement or the Sale and Servicing Agreement, as applicable.

"Aggregate Outstanding Pool Balance" means, as of any date of determination, the sum of the Outstanding Principal Balances of all Eligible Receivables included in the Trust pool as of such date. The targeted Aggregate Outstanding Pool Balance as of the Cut-Off Date is $200,000,000.

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

"Closing Date" means the date on which the Notes are issued by the Trust and the proceeds thereof are distributed in accordance with the Indenture and the Sale and Servicing Agreement.

"Collection Account" means the segregated trust account established at Keymark Trust Company, N.A. pursuant to the Account Control Agreement, into which all collections on the Receivables and all repurchase proceeds are to be deposited.

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

"Depositor" means SkyLend Funding LLC, a Delaware limited liability company and wholly owned subsidiary of the Seller, having its principal office at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801.

"Eligible Receivable" means a Receivable that satisfies all of the Eligibility Criteria set forth in Article II of this Schedule as of the Cut-Off Date.

"FICO Score" means the Harborview Partners LLC credit score for the related Obligor at the time of origination of the Receivable, as obtained from one or more of the three national consumer credit reporting agencies (Harborview Enterprises, Penrose Group, or Penmark Enterprises). Where scores from more than one bureau were obtained, the FICO Score for purposes of this Schedule shall be the lower of two scores or the middle of three scores, consistent with the Seller's underwriting guidelines.

"Geographic Concentration Limit" means the maximum percentage of the Aggregate Outstanding Pool Balance attributable to Obligors with billing addresses in any single state, which limit is set at twenty percent (20%) of the Aggregate Outstanding Pool Balance.

"Indenture" means the Indenture dated as of the Closing Date, 2024, between SkyLend Receivables Trust 2024-1, as issuer, and Atlantic Fiduciary Services, Inc., as indenture trustee, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Indenture Trustee" means Atlantic Fiduciary Services, Inc., a Delaware trust company, in its capacity as indenture trustee under the Indenture.

"Master Servicing Agreement" or "MSA" means the Master Servicing Agreement dated October 1, 2022, between Skybridge Fintech Ltd. and Clearview Loan Servicing, Inc., as amended by Amendment No. 1 dated March 18, 2024, and as the same may be further amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Maximum Single-Obligor Concentration" means the maximum Outstanding Principal Balance attributable to any single Obligor (including the aggregate of all Receivables owed by such Obligor), which shall not exceed 0.15% of the Aggregate Outstanding Pool Balance. Based on a targeted Aggregate Outstanding Pool Balance of $200,000,000, the Maximum Single-Obligor Concentration is $300,000.

"Noteholder" means, at any time, the registered holder of a Note issued under the Indenture.

"Notes" means the asset-backed notes issued by the Trust pursuant to the Indenture.

"Obligor" means, with respect to any Receivable, the individual consumer borrower who is primarily obligated to make payments under such Receivable. The term "Obligor" does not include any co-signer or guarantor unless such person is the sole remaining party obligated under the Receivable.

"Origination Platform" means the SkyLend direct-to-consumer digital lending platform operated by Skybridge Fintech Ltd. through which Receivables are originated, underwritten, and funded.

"Outstanding Principal Balance" means, with respect to any Receivable, the unpaid principal balance of such Receivable as of the applicable date of determination, calculated in accordance with the contractual payment-application waterfall set forth in Section 4.03 of the Master Servicing Agreement (applying payments in the order of (i) accrued interest, (ii) fees and charges, and (iii) principal). For the avoidance of doubt, any amounts of deferred principal, capitalized fees, or similar adjustments shall be included in the Outstanding Principal Balance to the extent such amounts are reflected in the principal component of the Receivable in accordance with the contractual payment-application waterfall.

"Owner Trustee" means Keymark Trust Company, N.A., a national banking association, in its capacity as owner trustee of the Trust pursuant to the Trust Agreement.

"Payment Waterfall" means the contractual application of payments received on a Receivable in the following order of priority: (i) first, to accrued and unpaid interest; (ii) second, to fees and charges; and (iii) third, to principal, as specified in Section 4.03 of the Master Servicing Agreement.

"Preliminary Offering Memorandum" means the Preliminary Offering Memorandum dated April 5, 2024, prepared in connection with the offering of the Notes.

"Receivable" means an unsecured consumer installment loan originated by Skybridge Fintech Ltd. through the SkyLend Origination Platform in the ordinary course of the Seller's business, evidenced by a promissory note or electronic equivalent, and providing for the repayment of principal and interest in level monthly installments over a fixed term.

"Receivable File" means, with respect to each Receivable, the documents and records specified in Section 2.01(f) of this Schedule that evidence and support such Receivable.

"Receivables Purchase Agreement" or "RPA" means the Receivables Purchase Agreement dated March 11, 2024, between Skybridge Fintech Ltd., as seller, and SkyLend Funding LLC, as purchaser, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Repurchase Price" means, with respect to any Receivable to be repurchased by the Seller pursuant to Article IV, the sum of (a) the Outstanding Principal Balance of such Receivable as of the date of repurchase plus (b) accrued and unpaid interest thereon from the date through which interest was last paid by the related Obligor to, and including, the date of repurchase, calculated at the contractual interest rate applicable to such Receivable.

"Sale and Servicing Agreement" means the Sale and Servicing Agreement dated March 11, 2024, among SkyLend Funding LLC, as depositor, SkyLend Receivables Trust 2024-1, as issuer, Skybridge Fintech Ltd., as servicer, and Clearview Loan Servicing, Inc., as sub-servicer, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Seller" means Skybridge Fintech Ltd., a Delaware corporation, EIN 84-3291076, with its principal office at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801.

"Sub-Servicer" means Clearview Loan Servicing, Inc., an Ohio corporation, Servicing Account No. CLS-SBF-2022-0041, in its capacity as sub-servicer under the Master Servicing Agreement and the Sale and Servicing Agreement.

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

"Trust Agreement" means the Amended and Restated Trust Agreement dated as of the Closing Date, between SkyLend Funding LLC, as depositor, and Keymark Trust Company, N.A., as owner trustee, pursuant to which the Trust was formed and is governed.

"UCC" means the Uniform Commercial Code as in effect in the applicable jurisdiction.

Section 1.02 — Rules of Construction

(a) Terms not defined in this Schedule shall have the meanings ascribed to them in the Receivables Purchase Agreement or the Sale and Servicing Agreement, as applicable. In the event of a conflict between a definition in this Schedule and a definition in the RPA or Sale and Servicing Agreement, the definition in this Schedule shall control for purposes of the Eligibility Criteria and the representations and warranties set forth herein.

(b) References in this Schedule to sections, articles, or provisions of the UCC mean the Uniform Commercial Code as in effect in the State of New York, unless the context expressly requires reference to the UCC as in effect in another jurisdiction (including, without limitation, the State of Delaware with respect to matters of entity formation and perfection of security interests in the Trust's assets).

(c) All dollar amounts referenced in this Schedule are denominated in United States dollars unless otherwise expressly stated.

(d) References to "including" or "includes" shall mean "including, without limitation" and shall not be construed to limit any general statement preceding such reference to the specific or similar items or matters immediately following such reference.

(e) References to any statute, rule, or regulation shall be deemed to include references to all amendments thereto and all successor statutes, rules, or regulations, unless the context otherwise requires.

(f) The words "herein," "hereof," "hereunder," and words of similar import refer to this Schedule as a whole and not to any particular section, article, or provision hereof.

(g) The headings and captions in this Schedule are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.

ARTICLE II — ELIGIBILITY CRITERIA

Section 2.01 — General Eligibility Requirements

Each Receivable included in the Trust pool as of the Cut-Off Date must satisfy all of the following criteria. No Receivable shall be deemed an Eligible Receivable unless it satisfies each and every criterion set forth in this Section 2.01. Failure to satisfy any single criterion shall render the Receivable ineligible for inclusion in the Trust pool, and the Seller shall exclude or remove such Receivable from the pool prior to the Closing Date.

(a) Origination and Platform Requirements

(i) The Receivable was originated by Skybridge Fintech Ltd. through the SkyLend Origination Platform in the ordinary course of the Seller's consumer lending business. Receivables originated through any other platform, channel, or affiliate of the Seller, or acquired by the Seller from third-party originators, are not eligible for inclusion in the Trust pool.

(ii) The Receivable is an unsecured consumer installment loan. No Receivable that is secured by any collateral (including, without limitation, any vehicle, real property, deposit account, or other personal property), or that constitutes a revolving credit facility, a line of credit, or a credit card receivable, shall be eligible.

(iii) The Receivable was originated on or after January 1, 2020. Receivables originated prior to such date are excluded from the pool regardless of whether they otherwise satisfy the Eligibility Criteria.

(iv) The Receivable was underwritten in accordance with the Seller's underwriting guidelines as in effect at the time of origination of such Receivable. The Seller's underwriting guidelines include, at a minimum, verification of the Obligor's identity, income, and employment status, as well as a credit-bureau inquiry and application of the Seller's proprietary credit-scoring models.

(b) Loan Characteristics

(i) The original principal balance of the Receivable is not less than One Thousand Dollars ($1,000) and not more than Twenty-Five Thousand Dollars ($25,000). For purposes of this criterion, the "original principal balance" means the gross amount of the loan funded to the Obligor at origination, exclusive of any origination fee that was deducted from the funded amount.

(ii) The original term of the Receivable is not less than twelve (12) months and not greater than sixty (60) months. The "original term" means the number of months from the first scheduled payment date to the final scheduled payment date as set forth in the promissory note or electronic equivalent.

(iii) The remaining term of the Receivable as of the Cut-Off Date does not exceed fifty-four (54) months. The "remaining term" means the number of months from the Cut-Off Date to the final scheduled payment date, calculated on the basis of the original amortization schedule (without giving effect to any prepayments).

(iv) The Receivable bears a fixed rate of interest. No Receivable that bears a variable, adjustable, or floating rate of interest shall be eligible for inclusion in the Trust pool. The fixed rate of interest must have been established at origination and must not have been modified, adjusted, or reset at any time thereafter.

(v) The Receivable provides for level monthly payments of principal and interest on a fully amortizing basis. No Receivable that provides for interest-only payments, balloon payments, negative amortization, graduated payments, or any other non-standard payment structure shall be eligible.

(i) The FICO Score of the related Obligor at the time of origination of the Receivable was not less than 620. For Receivables where the Obligor's FICO Score was obtained from more than one national credit bureau, the applicable FICO Score shall be the lower of two scores or the middle of three scores, consistent with the Seller's underwriting guidelines.

(ii) The weighted average FICO Score at origination for the pool, calculated on an Outstanding Principal Balance-weighted basis, is expected to be approximately 698. This criterion represents a target parameter and not an absolute eligibility threshold for any individual Receivable, provided that no individual Receivable shall have an origination FICO Score below the 620 minimum specified in clause (i) above.

(iii) No Receivable whose Obligor had a FICO Score below 620 at the time of origination of such Receivable is included in the Trust pool, regardless of whether the Obligor's credit score has subsequently improved.

(d) Delinquency and Performance Exclusions

(i) The Receivable is not more than twenty-nine (29) days past due as of the Cut-Off Date. No Receivable that is thirty (30) or more days delinquent as of the Cut-Off Date shall be eligible for inclusion in the Trust pool. For purposes of this criterion, the number of days past due shall be calculated from the earliest scheduled payment date for which a full contractual payment has not been received and applied in accordance with the Payment Waterfall.

(ii) The Receivable has not been the subject of a payment deferral, forbearance arrangement, or modification of any kind within the ninety (90)-day period immediately preceding the Cut-Off Date. For purposes of this criterion, "modification" includes any change to the contractual interest rate, payment amount, payment frequency, maturity date, or Outstanding Principal Balance, whether effected by formal amendment, informal agreement, or unilateral action of the Seller or the Sub-Servicer.

(iii) The Receivable has not been charged off or written down, in whole or in part, by the Seller, the Sub-Servicer, or any prior holder of such Receivable. No Receivable with respect to which a partial or full charge-off has been recorded in the Seller's or the Sub-Servicer's records shall be eligible.

(iv) The Receivable has not been referred for collection, placed with a third-party collection agency, or made the subject of legal action (including, without limitation, the filing of a lawsuit, the entry of a judgment, or the initiation of garnishment proceedings) at any time during the life of the loan. Receivables that were previously referred for collection but subsequently cured and returned to performing status remain ineligible.

(v) The payment-delinquency status of each Receivable must be determined in accordance with the contractual Payment Waterfall (interest → fees → principal) as set forth in Section 4.03 of the Master Servicing Agreement. Partial payments that have been applied to the Receivable in a manner inconsistent with the contractual waterfall (for example, partial payments applied directly to principal without first satisfying accrued interest and fees) shall not be treated as curing any delinquency. Any Receivable whose delinquency status has been understated as a result of the misapplication of payments shall be deemed ineligible for the pool if the correct delinquency status, when calculated in accordance with the contractual Payment Waterfall, would result in the Receivable being thirty (30) or more days past due as of the Cut-Off Date.

(e) Legal and Regulatory Requirements

(i) The Receivable constitutes a legal, valid, and binding obligation of the related Obligor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership, and similar laws affecting the enforcement of creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(ii) The Receivable complies in all material respects with all applicable federal, state, and local laws, rules, and regulations, including, without limitation, the Truth in Lending Act (15 U.S.C. § 1601 et seq.) ("TILA") and Regulation Z (12 C.F.R. Part 1026), the Equal Credit Opportunity Act (15 U.S.C. § 1691 et seq.) ("ECOA") and Regulation B (12 C.F.R. Part 1002), the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) ("FCRA"), the Fair Debt Collection Practices Act (15 U.S.C. § 1692 et seq.), the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) (the "E-SIGN Act"), applicable state consumer-protection statutes, and applicable state licensing and registration requirements.

(iii) The Receivable was originated in a state in which the Seller holds all required licenses, permits, approvals, and registrations necessary to originate consumer installment loans, and each such license, permit, approval, and registration was in full force and effect at the time of origination of the Receivable.

(iv) The Receivable is not subject to any right of rescission, setoff, counterclaim, or defense of the related Obligor (whether arising under contract, statute, or common law) that would materially impair the collectibility of such Receivable. Without limiting the generality of the foregoing, the Obligor has not asserted, and to the Seller's knowledge, has no basis to assert, any claim under TILA, ECOA, FCRA, or any applicable state consumer-protection statute that would give rise to a right of rescission or material offset against amounts due under the Receivable.

(v) The interest rate charged on the Receivable does not exceed the maximum rate of interest permitted under the applicable usury laws of the state of residence of the related Obligor (as determined by the billing address of the Obligor). For Receivables originated under the Seller's bank partnership program (to the extent applicable), the interest-rate exportation provisions of Section 85 of the National Bank Act or Section 521 of the Depository Institutions Deregulation and Monetary Control Act, as applicable, have been properly invoked and documented.

(f) Documentation Requirements

(i) The Receivable File includes a fully executed promissory note (or electronic equivalent executed in compliance with the E-SIGN Act and applicable state electronic-signature laws) that evidences the Obligor's unconditional obligation to repay the loan in accordance with its terms.

(ii) The Receivable File includes a fully executed truth-in-lending disclosure that complies with the disclosure requirements of TILA and Regulation Z, delivered to the Obligor at or prior to the time of origination.

(iii) All required authorizations are on file, including, without limitation, the Obligor's authorization for automated clearing house ("ACH") debits from the Obligor's designated bank account for monthly payments, the Obligor's consent to electronic signatures and electronic delivery of disclosures (if applicable), and the Obligor's consent to the Seller's privacy practices in accordance with the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.).

(iv) The Receivable File is complete and is maintained in accordance with the Seller's document-retention policies, which require the retention of all loan documentation for a period of not less than three (3) years following the payoff or charge-off of the Receivable. The Receivable File is accessible through the Seller's electronic document-management system and, if applicable, through the Sub-Servicer's ClearCore platform.

Section 2.02 — Concentration Limits

In addition to the individual Receivable-level criteria set forth in Section 2.01, the Trust pool must satisfy each of the following concentration limits as of the Cut-Off Date. To the extent any concentration limit is not satisfied as of the preliminary pool selection date, the Seller shall adjust the composition of the pool (by excluding Receivables or substituting additional Receivables that satisfy the Eligibility Criteria) so that each concentration limit is satisfied as of the Cut-Off Date.

(a) Maximum Single-Obligor Concentration

No single Obligor may account for more than 0.15% of the Aggregate Outstanding Pool Balance. Based on a targeted Aggregate Outstanding Pool Balance of $200,000,000, the maximum aggregate Outstanding Principal Balance attributable to any single Obligor is $300,000. For purposes of this concentration limit, multiple Receivables owed by the same Obligor (as identified by common Obligor identification numbers, Social Security numbers, or other unique identifiers maintained by the Seller) shall be aggregated and treated as a single exposure. If the aggregate Outstanding Principal Balance of all Receivables attributable to a single Obligor exceeds the Maximum Single-Obligor Concentration, the Seller shall exclude one or more Receivables of such Obligor from the pool until the concentration limit is satisfied.

(b) Geographic Concentration Limit

No single state may account for more than twenty percent (20%) of the Aggregate Outstanding Pool Balance as of the Cut-Off Date. For purposes of this limit, the state attribution of a Receivable is determined by the billing address of the related Obligor as reflected in the Sub-Servicer's records as of the Cut-Off Date. If, as of the Cut-Off Date, the aggregate Outstanding Principal Balance of Receivables attributable to Obligors in any single state exceeds the twenty percent (20%) threshold, Receivables from that state shall be excluded from the pool on a last-in, first-out basis (determined by origination date, with the most recently originated Receivables excluded first) until the Geographic Concentration Limit is satisfied. In the event that a last-in, first-out exclusion methodology would result in the removal of Receivables that are otherwise necessary to satisfy other concentration limits or pool-level targets, the Seller may, in its reasonable discretion, apply an alternative exclusion methodology, provided that the Geographic Concentration Limit is satisfied and the alternative methodology is disclosed to the rating agencies.

No more than thirty-five percent (35%) of the Aggregate Outstanding Pool Balance may consist of Receivables with an original term in excess of forty-eight (48) months. This concentration limit is intended to limit the pool's exposure to longer-duration loans, which may present heightened credit risk. If, as of the Cut-Off Date, the aggregate Outstanding Principal Balance of Receivables with original terms exceeding 48 months exceeds thirty-five percent (35%) of the Aggregate Outstanding Pool Balance, the Seller shall exclude Receivables with original terms exceeding 48 months until the concentration limit is satisfied.

(d) Seasoning Requirement

Each Receivable must have been outstanding for at least two (2) full payment periods as of the Cut-Off Date. For purposes of this criterion, a "full payment period" means a calendar month in which a scheduled payment was due under the original amortization schedule of the Receivable. Accordingly, at least two scheduled payments must have been due on or before the Cut-Off Date. Receivables for which only one scheduled payment (or no scheduled payment) has been due as of the Cut-Off Date are excluded from the pool, regardless of whether any voluntary prepayments have been made. This seasoning requirement is intended to ensure that each Receivable included in the pool has a minimum payment history that permits meaningful evaluation of the Obligor's willingness and ability to pay.

Section 2.03 — Pool-Level Statistical Parameters (Targets)

The following pool-level statistical parameters represent expected targets for the final pool composition as of the Cut-Off Date. These parameters are based on the Seller's preliminary analysis of the receivables population and are subject to adjustment as a result of the application of the Eligibility Criteria and concentration limits set forth in Sections 2.01 and 2.02. Deviations from these targets that are within the ranges customarily observed in consumer installment loan securitizations of similar composition shall not, in and of themselves, constitute a breach of any representation or warranty set forth in this Schedule.

The Seller shall use commercially reasonable efforts to select a pool that achieves the foregoing targets; provided, however, that the mandatory Eligibility Criteria in Section 2.01 and the concentration limits in Section 2.02 shall take priority over the achievement of the statistical targets set forth in this Section 2.03 in the event of any conflict.

Section 2.04 — Determination of Eligibility; Role of Sub-Servicer Data

(a) The eligibility of each Receivable for inclusion in the Trust pool shall be determined as of the Cut-Off Date. Eligibility determinations shall be based on the data and information provided by Clearview Loan Servicing, Inc. (as Sub-Servicer) in its capacity under the Master Servicing Agreement and Amendment No. 1 thereto, including the loan-level data tape, payment history reports, delinquency reports, and loss experience data maintained by the Sub-Servicer on its ClearCore servicing platform.

(b) The Seller is responsible for verifying the accuracy of the Sub-Servicer's data through the Seller's quarterly data-reconciliation procedures, which include a comparison of the Sub-Servicer's loan-level records against the Seller's origination and loan-management records, a review of a statistical sample of individual Receivable files, and a reconciliation of aggregate portfolio statistics (including Outstanding Principal Balance, delinquency rates, and payment-application methodology). The Seller's most recent quarterly data reconciliation was completed for the period ended December 31, 2023, and the Seller shall complete an additional reconciliation covering the period through the Cut-Off Date prior to the final pool selection.

(c) Delinquency status and Outstanding Principal Balances must be calculated using the contractual Payment Waterfall set forth in Section 4.03 of the Master Servicing Agreement (interest → fees → principal). Any deviation in the payment-application methodology by the Sub-Servicer that results in a Receivable incorrectly meeting or failing to meet the Eligibility Criteria shall be identified and corrected prior to the final pool selection. Without limiting the foregoing, if the Sub-Servicer has applied partial payments to principal before fully satisfying accrued interest and fees, thereby understating the delinquency of a Receivable, the Seller shall recalculate the delinquency status of such Receivable in accordance with the contractual Payment Waterfall and shall exclude the Receivable from the pool if the corrected delinquency status renders it ineligible under Section 2.01(d).

(d) The Seller's quarterly reconciliation obligations set forth in clause (b) above do not relieve the Sub-Servicer of its independent obligation to apply payments in accordance with the contractual Payment Waterfall and to report accurate servicing data, as required by the Master Servicing Agreement and Amendment No. 1 thereto. The Seller retains all rights to seek indemnification from the Sub-Servicer under Section 9.02 of the Master Servicing Agreement for any losses arising from the Sub-Servicer's failure to accurately apply payments or report servicing data.

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE SELLER

Section 3.01 — Representations and Warranties Regarding the Seller

Skybridge Fintech Ltd. (the "Seller") hereby represents and warrants to SkyLend Funding LLC (the "Purchaser" or "Depositor") and, upon the transfer of the Receivables to SkyLend Receivables Trust 2024-1 (the "Trust"), to the Trust, Atlantic Fiduciary Services, Inc. (the "Indenture Trustee"), and each Noteholder, as of the date of the Receivables Purchase Agreement and as of the Cut-Off Date, as follows:

(a) Organization and Good Standing

The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the corporate power and authority to own its properties and assets and to carry on its business as presently conducted. The Seller is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the character of its properties owned or held under lease or the nature of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Seller's ability to perform its obligations under the transaction documents or on the collectibility of the Receivables. Without limiting the foregoing, the Seller is duly qualified to do business and is in good standing in the States of California, Texas, Florida, New York, Illinois, Pennsylvania, Ohio, Georgia, North Carolina, and each other state in which it originates Receivables through the SkyLend Origination Platform.

(b) Authorization and Binding Obligation

The execution, delivery, and performance by the Seller of the Receivables Purchase Agreement, the Sale and Servicing Agreement, this Schedule, and all related transaction documents to which the Seller is a party have been duly authorized by all necessary corporate action of the Seller, including the adoption of resolutions by the Board of Directors of Skybridge Fintech Ltd. (the "Board Resolutions") approving the transactions contemplated hereby and authorizing the appropriate officers of the Seller to execute and deliver the transaction documents on behalf of the Seller. Each transaction document to which the Seller is a party constitutes a legal, valid, and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

The execution, delivery, and performance by the Seller of the transaction documents, and the consummation of the transactions contemplated thereby (including the sale and transfer of the Receivables to the Purchaser), do not and will not (i) violate or conflict with the Seller's Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, each as currently in effect; (ii) violate, conflict with, result in a breach of, or constitute a default (with or without the giving of notice or lapse of time, or both) under any material agreement, contract, indenture, mortgage, deed of trust, lease, or other instrument to which the Seller is a party or by which the Seller or any of its properties or assets is bound (including, without limitation, the Seller's existing warehouse credit facility); (iii) result in the creation or imposition of any lien, charge, or encumbrance upon any of the Seller's properties or assets (other than liens created by the transaction documents); or (iv) violate any applicable law, rule, regulation, judgment, order, writ, injunction, or decree of any court, governmental authority, or regulatory body applicable to the Seller or any of its properties or assets.

(d) Regulatory Compliance

The Seller holds all licenses, permits, approvals, and registrations necessary to originate consumer installment loans through the SkyLend Origination Platform in each state in which it currently operates or has originated Receivables that are included in the Trust pool. All such licenses, permits, approvals, and registrations are in full force and effect, and no proceeding is pending or, to the Seller's knowledge, threatened that could result in the revocation, suspension, or material limitation of any such license, permit, approval, or registration. The Seller is in compliance in all material respects with all applicable federal, state, and local consumer-lending laws, rules, and regulations, including, without limitation, TILA and Regulation Z, ECOA and Regulation B, FCRA, the Gramm-Leach-Bliley Act and its implementing regulations, the E-SIGN Act, applicable state licensing statutes, applicable state usury laws, and all rules, regulations, orders, and guidance issued by the Consumer Financial Protection Bureau ("CFPB") to the extent applicable to the Seller's business.

(e) Litigation.

There is no action, suit, proceeding, investigation, or inquiry pending before any court, governmental agency, regulatory body, or arbitral tribunal, or, to the Seller's knowledge, threatened in writing against or affecting the Seller, that (i) would materially and adversely affect the Seller's ability to perform its obligations under the transaction documents, (ii) would challenge the legality, validity, or enforceability of any transaction document or the transactions contemplated thereby, or (iii) would materially and adversely affect the collectibility of the Receivables included in the Trust pool. The Seller has not received any notice from any governmental authority indicating that it is under investigation for any violation of applicable consumer-lending laws with respect to the Receivables or its consumer lending business generally.

(f) Solvency.

The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated by the Receivables Purchase Agreement and the related transaction documents. As used in this clause (f), "solvent" means that (i) the fair value of the Seller's assets exceeds its liabilities (including contingent liabilities), (ii) the Seller is paying its debts as they become due in the ordinary course of business, (iii) the Seller has adequate capital to conduct its business as presently conducted and as proposed to be conducted, and (iv) the Seller has not incurred, and does not intend to incur, debts beyond its ability to pay such debts as they mature. The Seller has not filed, and does not intend to file, a petition for relief under the United States Bankruptcy Code or any similar federal or state insolvency statute, and no such petition has been filed against the Seller.

(g) Financial Statements

The Seller's audited consolidated financial statements for the fiscal year ended December 31, 2023 (the "FY 2023 Financial Statements"), which were audited by Rowland & Cross LLP, independent registered public accountants (engagement partner: Nathan Delacroix), and which received an unqualified audit opinion, fairly present in all material respects the Seller's consolidated financial condition as of December 31, 2023, and the consolidated results of operations and cash flows for the fiscal year then ended, in conformity with generally accepted accounting principles in the United States ("U.S. GAAP") applied on a consistent basis. Since December 31, 2023, there has been no material adverse change in the Seller's consolidated financial condition, results of operations, or business prospects that would materially impair the Seller's ability to perform its obligations under the transaction documents. The following key financial metrics are derived from the FY 2023 Financial Statements:

• Total revenue: $187.3 million

• Total assets: $1.02 billion

• Gross receivables: $876.5 million

• Net receivables (net of allowance for credit losses): $841.4 million

• Consumer loans originated during FY 2023: approximately $1.4 billion

• Active borrowers as of December 31, 2023: approximately 312,000

(h) Equity Ownership

Pinnacle Growth Equity Partners, LP, a Delaware limited partnership, holds approximately 62.4% of the Seller's fully diluted equity interests as of the date hereof. Pinnacle Growth Equity Partners, LP is the lead investor in the Seller's Series C preferred stock financing, having made an aggregate investment of approximately $95 million in 2021. The Seller's remaining equity is held by its founders, management, employees (through stock option and restricted stock unit plans), and earlier-stage investors. The Seller's ownership and capital structure do not create any impediment to the Seller's performance of its obligations under the transaction documents, and the ownership structure does not adversely affect the characterization of the transfer of the Receivables from the Seller to the Purchaser as a true sale under applicable law.

(i) Tax Status

The Seller has filed all required federal, state, and local tax returns on a timely basis (taking into account any extensions of time for filing) and has paid all taxes shown to be due and payable on such returns. The Seller's employer identification number is 84-3291076. There are no pending or, to the Seller's knowledge, threatened tax audits, assessments, or claims against the Seller that could result in a tax lien on the Receivables or otherwise materially and adversely affect the Seller's ability to perform its obligations under the transaction documents.

Section 3.02 — Representations and Warranties Regarding Each Receivable

The Seller represents and warrants as to each Receivable transferred to the Purchaser pursuant to the Receivables Purchase Agreement and ultimately conveyed to the Trust, as of the Cut-Off Date, as follows. Each such representation and warranty shall survive the transfer of the Receivables and shall inure to the benefit of the Trust, the Indenture Trustee, and each Noteholder.

(a) Eligibility.

Each Receivable satisfies all of the Eligibility Criteria set forth in Article II of this Schedule as of the Cut-Off Date. No Receivable that fails to satisfy any Eligibility Criterion has been included in the Trust pool.

(b) Ownership and Title

The Seller is the sole owner of each Receivable and has good and marketable title thereto, free and clear of all liens, pledges, charges, encumbrances, security interests, claims, and rights of third parties of any kind or nature whatsoever, other than (i) liens created by the transaction documents in favor of the Trust, the Indenture Trustee, and the Noteholders, and (ii) liens that have been or will be released, terminated, or subordinated prior to or concurrently with the Closing Date. No Receivable is subject to any participation or profit-sharing arrangement with any third party that would reduce the amount of collections available to the Trust.

The transfer of each Receivable from the Seller to the Purchaser pursuant to the Receivables Purchase Agreement constitutes, and is intended by the parties to constitute, a true sale and absolute assignment of such Receivable and all rights, title, and interest of the Seller therein, and not a pledge, hypothecation, or secured financing under Article 9 of the UCC or otherwise. The Seller has received reasonably equivalent value in exchange for the transfer of the Receivables. Each Receivable has been identified on the loan schedule (in the form attached hereto as Exhibit A) delivered to the Purchaser as of the Cut-Off Date, and such identification is sufficient to permit the unique identification and segregation of each Receivable included in the Trust pool from the Seller's other consumer loan receivables.

(d) Enforceable Obligation

Each Receivable constitutes a legal, valid, and binding obligation of the related Obligor, enforceable against such Obligor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership, and similar laws affecting the enforcement of creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(e) Compliance with Laws

Each Receivable was originated in compliance in all material respects with all applicable federal, state, and local laws, rules, and regulations, including, without limitation, TILA and Regulation Z, ECOA and Regulation B, FCRA, the E-SIGN Act, applicable state consumer-protection and fair-lending statutes, and applicable state usury laws. All disclosures required to be provided to the related Obligor under TILA and Regulation Z (including the finance charge, annual percentage rate, total of payments, and payment schedule) were accurately calculated and timely provided to the Obligor at or prior to the time of origination. All notices required to be provided to the Obligor under applicable state and federal law have been provided in a timely manner.

(f) Underwriting Compliance

Each Receivable was originated in accordance with the Seller's underwriting guidelines as in effect at the time of origination of such Receivable. No material exception to or deviation from the Seller's underwriting guidelines was made in connection with the origination of the Receivable, except for exceptions that were approved by a duly authorized underwriting manager or credit officer of the Seller in accordance with the Seller's documented exception-approval procedures. The Seller's underwriting process included, at a minimum, verification of the Obligor's income (through payroll records, tax returns, bank statements, or other acceptable documentation), verification of the Obligor's employment status, verification of the Obligor's identity (through government-issued identification or equivalent electronic identity verification), and a credit-bureau inquiry to obtain the Obligor's FICO Score and credit history.

(g) Loan Terms

Each Receivable bears a fixed annual interest rate that has not been modified, adjusted, or reset since origination. Each Receivable has an original principal balance of not less than $1,000 and not more than $25,000. Each Receivable has an original term of not less than twelve (12) months and not more than sixty (60) months. Each Receivable provides for level monthly payments of principal and interest on a fully amortizing basis, with no provision for interest-only payments, balloon payments, negative amortization, graduated payments, or any other non-standard payment structure.

(h) FICO Score

The FICO Score of the related Obligor at the time of origination of each Receivable was not less than 620, determined in accordance with the methodology set forth in Section 1.01 of this Schedule (i.e., the lower of two scores or the middle of three scores, as applicable). The FICO Score data for each Receivable has been verified by the Seller through its loan origination system and is consistent with the credit-bureau records obtained at the time of origination.

(i) Payment Status / No Default

As of the Cut-Off Date, no scheduled payment on the Receivable is thirty (30) or more days past due. The payment status of each Receivable has been determined in accordance with the contractual Payment Waterfall set forth in Section 4.03 of the Master Servicing Agreement (applying payments in the order of (i) accrued interest, (ii) fees and charges, and (iii) principal). The Seller has confirmed that the Sub-Servicer has applied all payments received on the Receivable in accordance with the contractual Payment Waterfall, and the delinquency status reflected on the loan-level data tape delivered to the Purchaser accurately reflects the Receivable's payment status as of the Cut-Off Date. No event of default (as defined in the underlying loan agreement between the Seller and the related Obligor) has occurred and is continuing with respect to the Receivable as of the Cut-Off Date.

(j) No Modification

The Receivable has not been the subject of a payment deferral, forbearance arrangement, modification, extension, or any other change to the material terms of the Receivable within the ninety (90)-day period immediately preceding the Cut-Off Date. The material terms of the Receivable (including the interest rate, payment amount, payment frequency, maturity date, and Outstanding Principal Balance) have not been waived, altered, modified, or amended since the date of origination in any manner that would materially impair the value or collectibility of such Receivable. For the avoidance of doubt, the application of scheduled payments in the ordinary course of business in accordance with the Payment Waterfall does not constitute a "modification" for purposes of this representation and warranty.

(k) Single Obligor

Each Receivable represents an obligation of a single individual consumer Obligor. No Receivable included in the Trust pool was originated for a business, commercial, or investment purpose, and no Receivable is payable by a partnership, corporation, limited liability company, trust, or other non-individual entity. Each Receivable was originated for personal, family, or household purposes within the meaning of TILA and Regulation Z.

(l) Obligor Location

The billing address of the related Obligor for each Receivable is located within the fifty (50) states of the United States or the District of Columbia. No Receivable with an Obligor billing address outside of the United States (including its territories and possessions) has been included in the Trust pool.

(m) No Prior Securitization

The Receivable has not been previously sold, pledged, assigned, or transferred to any other securitization vehicle, special-purpose entity, or third-party purchaser, other than a pledge under the Seller's existing warehouse revolving credit facility (the "Warehouse Facility"). To the extent any Receivable included in the Trust pool was previously pledged as collateral under the Warehouse Facility, such Receivable has been released from the lien of the Warehouse Facility and all UCC financing statements filed in connection with the Warehouse Facility with respect to such Receivable have been or will be terminated or amended to exclude such Receivable prior to or concurrently with the Closing Date.

(n) Complete Receivable File

The Receivable File for each Receivable is complete and includes all documents and records specified in Section 2.01(f) of this Schedule, including the fully executed promissory note (or electronic equivalent), the truth-in-lending disclosure, all required authorizations, and any other documents required by the Seller's document-retention policies. The Receivable File is maintained in a manner that permits its retrieval and production within a commercially reasonable period of time upon request by the Indenture Trustee, the Depositor, or any Noteholder.

(o) Data Accuracy

All data and information provided by the Seller and/or the Sub-Servicer with respect to each Receivable, including, without limitation, the Outstanding Principal Balance, interest rate, payment history, FICO Score at origination, origination date, original principal balance, original term, remaining term, delinquency status, Obligor billing address, and cumulative payments received, is true, correct, and complete in all material respects as of the Cut-Off Date. The Seller has verified the accuracy of the servicing data provided by Clearview Loan Servicing, Inc. (as Sub-Servicer) through the Seller's quarterly data-reconciliation procedures described in Section 2.04(b), and such data is consistent with the Seller's own origination and loan-management records. The loan-level data tape delivered to the Purchaser as of the Cut-Off Date in the form of Exhibit A hereto has been reviewed by the Seller for accuracy and completeness and is, to the best of the Seller's knowledge, true and correct in all material respects.

(p) Security Interest / UCC Filings

The Receivables are "general intangibles" or "payment intangibles" (as such terms are defined in Article 9 of the UCC as in effect in the State of New York) and constitute "accounts" or "payment intangibles" under Article 9 of the UCC as in effect in the State of Delaware. No UCC financing statement is on file in any filing office against the Seller naming the Receivables as collateral, other than (i) financing statements filed in connection with the transaction documents and (ii) financing statements filed in connection with the Seller's Warehouse Facility, which filings (to the extent covering any Receivable included in the Trust pool) have been or will be terminated, released, or amended to exclude such Receivables prior to or concurrently with the Closing Date. The Seller has not granted, and is not aware of, any security interest, lien, or encumbrance in or on the Receivables (other than security interests created by the transaction documents and security interests under the Warehouse Facility that have been or will be released).

Section 3.03 — Representations Regarding Servicing Data and Sub-Servicer

The Seller further represents and warrants, as of the date of the Receivables Purchase Agreement and as of the Cut-Off Date, as follows:

(a) All static-pool performance data, delinquency statistics, cumulative net loss figures, prepayment data, and other portfolio-level performance information provided by or on behalf of the Seller in connection with the transaction contemplated by the RPA and the Sale and Servicing Agreement (including, without limitation, all such data and information incorporated into the Preliminary Offering Memorandum dated April 5, 2024, and any supplements or updates thereto) have been compiled from the records maintained by the Sub-Servicer on its ClearCore servicing platform and have been verified by the Seller to be accurate and complete in all material respects. The Seller has reviewed such data and information against its own origination and loan-management records and has not identified any material discrepancies between the Sub-Servicer's records and the Seller's records that remain unresolved as of the Cut-Off Date.

(b) The Sub-Servicer (Clearview Loan Servicing, Inc.) has applied payments on the Receivables in accordance with the contractual Payment Waterfall set forth in Section 4.03 of the Master Servicing Agreement (applying payments in the order of (i) accrued interest, (ii) fees and charges, and (iii) principal). To the best of the Seller's knowledge, after due inquiry, the Sub-Servicer has not deviated from the contractual Payment Waterfall in the application of payments on any Receivable included in the Trust pool, and the Obligor's payment status as reported by the Sub-Servicer accurately reflects the application of payments in accordance with the contractual waterfall.

(c) The Sub-Servicer's data-management systems, including the ClearCore servicing platform deployed in June 2023, accurately track and report payment application, delinquency status, and loss experience for all Receivables under management, and the Seller has conducted its quarterly data-reconciliation review with respect to such systems in accordance with its established procedures. The Seller is not aware of any material deficiency, error, or limitation in the ClearCore platform that would adversely affect the accuracy or reliability of the servicing data provided to the Purchaser, the Trust, or the rating agencies in connection with the transaction.

ARTICLE IV — REPURCHASE OBLIGATIONS

Section 4.01 — Notice of Breach

(a) If any representation or warranty set forth in Section 3.02 or Section 3.03 of this Schedule is discovered to be untrue in any material respect as of the Cut-Off Date with respect to any Receivable, and such breach materially and adversely affects the interests of the Trust, the Indenture Trustee, or the Noteholders in such Receivable, the party discovering or receiving notice of such breach shall promptly (and in any event within five (5) Business Days of such discovery) provide written notice of such breach to all other parties to the Sale and Servicing Agreement and the RPA.

(b) Notice of a breach may be provided by the Seller, the Depositor (SkyLend Funding LLC), the Sub-Servicer (Clearview Loan Servicing, Inc.), the Indenture Trustee (Atlantic Fiduciary Services, Inc.), or any Noteholder (acting directly or through the Indenture Trustee). In the case of a Noteholder, the notice shall be delivered through the Indenture Trustee unless the Indenture Trustee has failed to act upon a request by such Noteholder to deliver such notice within ten (10) Business Days of such request.

(c) Each notice of breach shall specify, in reasonable detail, (i) the identity of the affected Receivable(s) (by Loan ID, Obligor ID, or other unique identifier), (ii) the nature of the breach, (iii) the specific representation, warranty, or provision of Section 3.02 or Section 3.03 that has been breached, (iv) the Outstanding Principal Balance of the affected Receivable(s) as of the most recent reporting date, and (v) the factual basis for the party's belief that a breach has occurred. The form of repurchase notice set forth in Exhibit C hereto may be used for this purpose.

Section 4.02 — Cure or Repurchase

(a) Upon receipt of a notice of breach complying with Section 4.01, the Seller shall have sixty (60) calendar days (the "Cure Period") from the date of receipt of such notice to cure such breach in all material respects. A breach shall be deemed "cured" if, at the end of the Cure Period, the representation or warranty that was the subject of the breach is true and correct in all material respects with respect to the affected Receivable, or if the condition giving rise to the breach has been remediated to the reasonable satisfaction of the party that delivered the notice of breach (or, in the case of a notice delivered by a Noteholder, to the reasonable satisfaction of the Indenture Trustee).

(b) If the breach is not cured within the Cure Period, the Seller shall, on the next Payment Date following the expiration of the Cure Period (or, if the Cure Period expires less than five (5) Business Days before the next Payment Date, on the Payment Date immediately following such next Payment Date), repurchase the affected Receivable from the Trust at the Repurchase Price. The "Repurchase Price" for a Receivable shall equal the Outstanding Principal Balance of such Receivable as of the date of repurchase plus accrued and unpaid interest thereon from the date through which interest was last paid to, and including, the date of repurchase, calculated at the contractual interest rate applicable to such Receivable.

(c) The repurchase obligation set forth in this Section 4.02 is the sole remedy of the Trust, the Indenture Trustee, and the Noteholders for breaches of the representations and warranties in Section 3.02 of this Schedule, subject to and without prejudice to (i) the Seller's indemnification obligations set forth in Article VI of this Schedule, the RPA, and the Sale and Servicing Agreement, and (ii) any other remedies expressly provided in the transaction documents.

Section 4.03 — Repurchase Mechanics

(a) The Seller shall deposit the Repurchase Price for each repurchased Receivable into the Collection Account maintained at Keymark Trust Company, N.A. under the Account Control Agreement, in immediately available funds, on or before the applicable repurchase date specified in Section 4.02(b). The Seller shall provide the Indenture Trustee and the Depositor with written confirmation of such deposit promptly upon payment.

(b) Upon receipt of the Repurchase Price in the Collection Account, the Indenture Trustee (Atlantic Fiduciary Services, Inc.) shall release the related Receivable from the lien of the Indenture and shall execute and deliver to the Seller (or to such other person as the Seller may direct in writing) all instruments and documents reasonably necessary to effectuate the reassignment of all right, title, and interest in and to such Receivable from the Trust to the Seller. The cost of preparing and recording any such instruments and documents shall be borne by the Seller.

(c) Upon the completion of the repurchase, the repurchased Receivable shall be removed from the Trust pool and shall cease to constitute part of the Trust estate. All future collections and recoveries on the repurchased Receivable shall belong to the Seller, free and clear of any claim by the Trust, the Indenture Trustee, or any Noteholder.

Section 4.04 — Systemic Breaches

(a) If a breach of the representations and warranties in Section 3.02 or Section 3.03 affects a group of Receivables due to a common cause (including, but not limited to, a systemic data error in the Sub-Servicer's records, a servicing-platform malfunction affecting payment application or delinquency reporting, a deviation from the contractual Payment Waterfall by the Sub-Servicer affecting multiple Receivables, or an error in the Seller's underwriting process affecting a class of loans), the Seller's repurchase obligation set forth in Section 4.02 shall apply to each affected Receivable individually, and the Seller shall not be relieved of its obligation to repurchase any affected Receivable solely because the breach is systemic in nature or affects a large number of Receivables.

(b) In the event that a systemic breach renders the pool data materially unreliable such that it is not practicable to identify individual affected Receivables through the ordinary course review of servicing records, the Seller, the Depositor, and the Indenture Trustee shall cooperate in good faith to determine the scope of the breach through a full loan-tape audit (the "Systemic Breach Audit"). The Sy

SCHEDULE OF ELIGIBILITY CRITERIA AND REPRESENTATIONS & WARRANTIES
SkyLend Receivables Trust 2024-1
Attached as Schedule 1 to the Receivables Purchase Agreement dated March 11, 2024, between Skybridge Fintech Ltd. (the "Seller" or "Originator") and SkyLend Funding LLC (the "Purchaser" or "Depositor"), and incorporated by reference into the Sale and Servicing Agreement dated March 11, 2024, among SkyLend Funding LLC, SkyLend Receivables Trust 2024-1 (the "Trust" or "Issuer"), Skybridge Fintech Ltd. (as servicer), and Clearview Loan Servicing, Inc. (as sub-servicer).
Prepared by: Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 C&H Matter No. 1009-00005
Governing Law: State of New York (except where Delaware law governs entity formation matters relating to the Trust, the Depositor, or the Seller, as applicable).
Cut-Off Date: March 31, 2024.
Aggregate Receivables Pool: Approximately 23,100 unsecured consumer installment loans; aggregate outstanding principal balance of approximately $213,750,000 (gross, pre-selection), with the final pool to equal $200,000,000 after application of the Eligibility Criteria set forth in Article II hereof and credit screening conducted by the Seller in accordance with its customary procedures.
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ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms
As used in this Schedule, the following terms shall have the meanings set forth below. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Receivables Purchase Agreement or the Sale and Servicing Agreement, as applicable.
"Aggregate Outstanding Pool Balance" means, as of any date of determination, the sum of the Outstanding Principal Balances of all Eligible Receivables included in the Trust pool as of such date. The targeted Aggregate Outstanding Pool Balance as of the Cut-Off Date is $200,000,000.
"Business Day" means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York or the State of Delaware are authorized or obligated by law or executive order to close.
"Closing Date" means the date on which the Notes are issued by the Trust and the proceeds thereof are distributed in accordance with the Indenture and the Sale and Servicing Agreement.
"Collection Account" means the segregated trust account established at Keymark Trust Company, N.A. pursuant to the Account Control Agreement, into which all collections on the Receivables and all repurchase proceeds are to be deposited.
"Cut-Off Date" means March 31, 2024.
"Depositor" means SkyLend Funding LLC, a Delaware limited liability company and wholly owned subsidiary of the Seller, having its principal office at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801.
"Eligible Receivable" means a Receivable that satisfies all of the Eligibility Criteria set forth in Article II of this Schedule as of the Cut-Off Date.
"FICO Score" means the Harborview Partners LLC credit score for the related Obligor at the time of origination of the Receivable, as obtained from one or more of the three national consumer credit reporting agencies (Harborview Enterprises, Penrose Group, or Penmark Enterprises). Where scores from more than one bureau were obtained, the FICO Score for purposes of this Schedule shall be the lower of two scores or the middle of three scores, consistent with the Seller's underwriting guidelines.
"Geographic Concentration Limit" means the maximum percentage of the Aggregate Outstanding Pool Balance attributable to Obligors with billing addresses in any single state, which limit is set at twenty percent (20%) of the Aggregate Outstanding Pool Balance.
"Indenture" means the Indenture dated as of the Closing Date, 2024, between SkyLend Receivables Trust 2024-1, as issuer, and Atlantic Fiduciary Services, Inc., as indenture trustee, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Indenture Trustee" means Atlantic Fiduciary Services, Inc., a Delaware trust company, in its capacity as indenture trustee under the Indenture.
"Master Servicing Agreement" or "MSA" means the Master Servicing Agreement dated October 1, 2022, between Skybridge Fintech Ltd. and Clearview Loan Servicing, Inc., as amended by Amendment No. 1 dated March 18, 2024, and as the same may be further amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Maximum Single-Obligor Concentration" means the maximum Outstanding Principal Balance attributable to any single Obligor (including the aggregate of all Receivables owed by such Obligor), which shall not exceed 0.15% of the Aggregate Outstanding Pool Balance. Based on a targeted Aggregate Outstanding Pool Balance of $200,000,000, the Maximum Single-Obligor Concentration is $300,000.
"Noteholder" means, at any time, the registered holder of a Note issued under the Indenture.
"Notes" means the asset-backed notes issued by the Trust pursuant to the Indenture.
"Obligor" means, with respect to any Receivable, the individual consumer borrower who is primarily obligated to make payments under such Receivable. The term "Obligor" does not include any co-signer or guarantor unless such person is the sole remaining party obligated under the Receivable.
"Origination Platform" means the SkyLend direct-to-consumer digital lending platform operated by Skybridge Fintech Ltd. through which Receivables are originated, underwritten, and funded.
"Outstanding Principal Balance" means, with respect to any Receivable, the unpaid principal balance of such Receivable as of the applicable date of determination, calculated in accordance with the contractual payment-application waterfall set forth in Section 4.03 of the Master Servicing Agreement (applying payments in the order of (i) accrued interest, (ii) fees and charges, and (iii) principal). For the avoidance of doubt, any amounts of deferred principal, capitalized fees, or similar adjustments shall be included in the Outstanding Principal Balance to the extent such amounts are reflected in the principal component of the Receivable in accordance with the contractual payment-application waterfall.
"Owner Trustee" means Keymark Trust Company, N.A., a national banking association, in its capacity as owner trustee of the Trust pursuant to the Trust Agreement.
"Payment Waterfall" means the contractual application of payments received on a Receivable in the following order of priority: (i) first, to accrued and unpaid interest; (ii) second, to fees and charges; and (iii) third, to principal, as specified in Section 4.03 of the Master Servicing Agreement.
"Preliminary Offering Memorandum" means the Preliminary Offering Memorandum dated April 5, 2024, prepared in connection with the offering of the Notes.
"Receivable" means an unsecured consumer installment loan originated by Skybridge Fintech Ltd. through the SkyLend Origination Platform in the ordinary course of the Seller's business, evidenced by a promissory note or electronic equivalent, and providing for the repayment of principal and interest in level monthly installments over a fixed term.
"Receivable File" means, with respect to each Receivable, the documents and records specified in Section 2.01(f) of this Schedule that evidence and support such Receivable.
"Receivables Purchase Agreement" or "RPA" means the Receivables Purchase Agreement dated March 11, 2024, between Skybridge Fintech Ltd., as seller, and SkyLend Funding LLC, as purchaser, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Repurchase Price" means, with respect to any Receivable to be repurchased by the Seller pursuant to Article IV, the sum of (a) the Outstanding Principal Balance of such Receivable as of the date of repurchase plus (b) accrued and unpaid interest thereon from the date through which interest was last paid by the related Obligor to, and including, the date of repurchase, calculated at the contractual interest rate applicable to such Receivable.
"Sale and Servicing Agreement" means the Sale and Servicing Agreement dated March 11, 2024, among SkyLend Funding LLC, as depositor, SkyLend Receivables Trust 2024-1, as issuer, Skybridge Fintech Ltd., as servicer, and Clearview Loan Servicing, Inc., as sub-servicer, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Seller" means Skybridge Fintech Ltd., a Delaware corporation, EIN 84-3291076, with its principal office at 1400 Market Street, Suite 1210, Wilmington, Delaware 19801.
"Sub-Servicer" means Clearview Loan Servicing, Inc., an Ohio corporation, Servicing Account No. CLS-SBF-2022-0041, in its capacity as sub-servicer under the Master Servicing Agreement and the Sale and Servicing Agreement.
"Trust" means SkyLend Receivables Trust 2024-1, a Delaware statutory trust formed pursuant to the Trust Agreement, EIN 93-4201855.
"Trust Agreement" means the Amended and Restated Trust Agreement dated as of the Closing Date, between SkyLend Funding LLC, as depositor, and Keymark Trust Company, N.A., as owner trustee, pursuant to which the Trust was formed and is governed.
"UCC" means the Uniform Commercial Code as in effect in the applicable jurisdiction.
Section 1.02 — Rules of Construction
(a) Terms not defined in this Schedule shall have the meanings ascribed to them in the Receivables Purchase Agreement or the Sale and Servicing Agreement, as applicable. In the event of a conflict between a definition in this Schedule and a definition in the RPA or Sale and Servicing Agreement, the definition in this Schedule shall control for purposes of the Eligibility Criteria and the representations and warranties set forth herein.
(b) References in this Schedule to sections, articles, or provisions of the UCC mean the Uniform Commercial Code as in effect in the State of New York, unless the context expressly requires reference to the UCC as in effect in another jurisdiction (including, without limitation, the State of Delaware with respect to matters of entity formation and perfection of security interests in the Trust's assets).
(c) All dollar amounts referenced in this Schedule are denominated in United States dollars unless otherwise expressly stated.
(d) References to "including" or "includes" shall mean "including, without limitation" and shall not be construed to limit any general statement preceding such reference to the specific or similar items or matters immediately following such reference.
(e) References to any statute, rule, or regulation shall be deemed to include references to all amendments thereto and all successor statutes, rules, or regulations, unless the context otherwise requires.
(f) The words "herein," "hereof," "hereunder," and words of similar import refer to this Schedule as a whole and not to any particular section, article, or provision hereof.
(g) The headings and captions in this Schedule are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.
ARTICLE II — ELIGIBILITY CRITERIA
Section 2.01 — General Eligibility Requirements
Each Receivable included in the Trust pool as of the Cut-Off Date must satisfy all of the following criteria. No Receivable shall be deemed an Eligible Receivable unless it satisfies each and every criterion set forth in this Section 2.01. Failure to satisfy any single criterion shall render the Receivable ineligible for inclusion in the Trust pool, and the Seller shall exclude or remove such Receivable from the pool prior to the Closing Date.
(a) Origination and Platform Requirements
(i) The Receivable was originated by Skybridge Fintech Ltd. through the SkyLend Origination Platform in the ordinary course of the Seller's consumer lending business. Receivables originated through any other platform, channel, or affiliate of the Seller, or acquired by the Seller from third-party originators, are not eligible for inclusion in the Trust pool.
(ii) The Receivable is an unsecured consumer installment loan. No Receivable that is secured by any collateral (including, without limitation, any vehicle, real property, deposit account, or other personal property), or that constitutes a revolving credit facility, a line of credit, or a credit card receivable, shall be eligible.
(iii) The Receivable was originated on or after January 1, 2020. Receivables originated prior to such date are excluded from the pool regardless of whether they otherwise satisfy the Eligibility Criteria.
(iv) The Receivable was underwritten in accordance with the Seller's underwriting guidelines as in effect at the time of origination of such Receivable. The Seller's underwriting guidelines include, at a minimum, verification of the Obligor's identity, income, and employment status, as well as a credit-bureau inquiry and application of the Seller's proprietary credit-scoring models.
(b) Loan Characteristics
(i) The original principal balance of the Receivable is not less than One Thousand Dollars ($1,000) and not more than Twenty-Five Thousand Dollars ($25,000). For purposes of this criterion, the "original principal balance" means the gross amount of the loan funded to the Obligor at origination, exclusive of any origination fee that was deducted from the funded amount.
(ii) The original term of the Receivable is not less than twelve (12) months and not greater than sixty (60) months. The "original term" means the number of months from the first scheduled payment date to the final scheduled payment date as set forth in the promissory note or electronic equivalent.
(iii) The remaining term of the Receivable as of the Cut-Off Date does not exceed fifty-four (54) months. The "remaining term" means the number of months from the Cut-Off Date to the final scheduled payment date, calculated on the basis of the original amortization schedule (without giving effect to any prepayments).
(iv) The Receivable bears a fixed rate of interest. No Receivable that bears a variable, adjustable, or floating rate of interest shall be eligible for inclusion in the Trust pool. The fixed rate of interest must have been established at origination and must not have been modified, adjusted, or reset at any time thereafter.
(v) The Receivable provides for level monthly payments of principal and interest on a fully amortizing basis. No Receivable that provides for interest-only payments, balloon payments, negative amortization, graduated payments, or any other non-standard payment structure shall be eligible.
(c) FICO and Credit Requirements
(i) The FICO Score of the related Obligor at the time of origination of the Receivable was not less than 620. For Receivables where the Obligor's FICO Score was obtained from more than one national credit bureau, the applicable FICO Score shall be the lower of two scores or the middle of three scores, consistent with the Seller's underwriting guidelines.
(ii) The weighted average FICO Score at origination for the pool, calculated on an Outstanding Principal Balance-weighted basis, is expected to be approximately 698. This criterion represents a target parameter and not an absolute eligibility threshold for any individual Receivable, provided that no individual Receivable shall have an origination FICO Score below the 620 minimum specified in clause (i) above.
(iii) No Receivable whose Obligor had a FICO Score below 620 at the time of origination of such Receivable is included in the Trust pool, regardless of whether the Obligor's credit score has subsequently improved.
(d) Delinquency and Performance Exclusions
(i) The Receivable is not more than twenty-nine (29) days past due as of the Cut-Off Date. No Receivable that is thirty (30) or more days delinquent as of the Cut-Off Date shall be eligible for inclusion in the Trust pool. For purposes of this criterion, the number of days past due shall be calculated from the earliest scheduled payment date for which a full contractual payment has not been received and applied in accordance with the Payment Waterfall.
(ii) The Receivable has not been the subject of a payment deferral, forbearance arrangement, or modification of any kind within the ninety (90)-day period immediately preceding the Cut-Off Date. For purposes of this criterion, "modification" includes any change to the contractual interest rate, payment amount, payment frequency, maturity date, or Outstanding Principal Balance, whether effected by formal amendment, informal agreement, or unilateral action of the Seller or the Sub-Servicer.
(iii) The Receivable has not been charged off or written down, in whole or in part, by the Seller, the Sub-Servicer, or any prior holder of such Receivable. No Receivable with respect to which a partial or full charge-off has been recorded in the Seller's or the Sub-Servicer's records shall be eligible.
(iv) The Receivable has not been referred for collection, placed with a third-party collection agency, or made the subject of legal action (including, without limitation, the filing of a lawsuit, the entry of a judgment, or the initiation of garnishment proceedings) at any time during the life of the loan. Receivables that were previously referred for collection but subsequently cured and returned to performing status remain ineligible.
(v) The payment-delinquency status of each Receivable must be determined in accordance with the contractual Payment Waterfall (interest → fees → principal) as set forth in Section 4.03 of the Master Servicing Agreement. Partial payments that have been applied to the Receivable in a manner inconsistent with the contractual waterfall (for example, partial payments applied directly to principal without first satisfying accrued interest and fees) shall not be treated as curing any delinquency. Any Receivable whose delinquency status has been understated as a result of the misapplication of payments shall be deemed ineligible for the pool if the correct delinquency status, when calculated in accordance with the contractual Payment Waterfall, would result in the Receivable being thirty (30) or more days past due as of the Cut-Off Date.
(e) Legal and Regulatory Requirements
(i) The Receivable constitutes a legal, valid, and binding obligation of the related Obligor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership, and similar laws affecting the enforcement of creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(ii) The Receivable complies in all material respects with all applicable federal, state, and local laws, rules, and regulations, including, without limitation, the Truth in Lending Act (15 U.S.C. § 1601 et seq.) ("TILA") and Regulation Z (12 C.F.R. Part 1026), the Equal Credit Opportunity Act (15 U.S.C. § 1691 et seq.) ("ECOA") and Regulation B (12 C.F.R. Part 1002), the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.) ("FCRA"), the Fair Debt Collection Practices Act (15 U.S.C. § 1692 et seq.), the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) (the "E-SIGN Act"), applicable state consumer-protection statutes, and applicable state licensing and registration requirements.
(iii) The Receivable was originated in a state in which the Seller holds all required licenses, permits, approvals, and registrations necessary to originate consumer installment loans, and each such license, permit, approval, and registration was in full force and effect at the time of origination of the Receivable.
(iv) The Receivable is not subject to any right of rescission, setoff, counterclaim, or defense of the related Obligor (whether arising under contract, statute, or common law) that would materially impair the collectibility of such Receivable. Without limiting the generality of the foregoing, the Obligor has not asserted, and to the Seller's knowledge, has no basis to assert, any claim under TILA, ECOA, FCRA, or any applicable state consumer-protection statute that would give rise to a right of rescission or material offset against amounts due under the Receivable.
(v) The interest rate charged on the Receivable does not exceed the maximum rate of interest permitted under the applicable usury laws of the state of residence of the related Obligor (as determined by the billing address of the Obligor). For Receivables originated under the Seller's bank partnership program (to the extent applicable), the interest-rate exportation provisions of Section 85 of the National Bank Act or Section 521 of the Depository Institutions Deregulation and Monetary Control Act, as applicable, have been properly invoked and documented.
(f) Documentation Requirements
(i) The Receivable File includes a fully executed promissory note (or electronic equivalent executed in compliance with the E-SIGN Act and applicable state electronic-signature laws) that evidences the Obligor's unconditional obligation to repay the loan in accordance with its terms.
(ii) The Receivable File includes a fully executed truth-in-lending disclosure that complies with the disclosure requirements of TILA and Regulation Z, delivered to the Obligor at or prior to the time of origination.
(iii) All required authorizations are on file, including, without limitation, the Obligor's authorization for automated clearing house ("ACH") debits from the Obligor's designated bank account for monthly payments, the Obligor's consent to electronic signatures and electronic delivery of disclosures (if applicable), and the Obligor's consent to the Seller's privacy practices in accordance with the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.).
(iv) The Receivable File is complete and is maintained in accordance with the Seller's document-retention policies, which require the retention of all loan documentation for a period of not less than three (3) years following the payoff or charge-off of the Receivable. The Receivable File is accessible through the Seller's electronic document-management system and, if applicable, through the Sub-Servicer's ClearCore platform.
Section 2.02 — Concentration Limits
In addition to the individual Receivable-level criteria set forth in Section 2.01, the Trust pool must satisfy each of the following concentration limits as of the Cut-Off Date. To the extent any concentration limit is not satisfied as of the preliminary pool selection date, the Seller shall adjust the composition of the pool (by excluding Receivables or substituting additional Receivables that satisfy the Eligibility Criteria) so that each concentration limit is satisfied as of the Cut-Off Date.
(a) Maximum Single-Obligor Concentration
No single Obligor may account for more than 0.15% of the Aggregate Outstanding Pool Balance. Based on a targeted Aggregate Outstanding Pool Balance of $200,000,000, the maximum aggregate Outstanding Principal Balance attributable to any single Obligor is $300,000. For purposes of this concentration limit, multiple Receivables owed by the same Obligor (as identified by common Obligor identification numbers, Social Security numbers, or other unique identifiers maintained by the Seller) shall be aggregated and treated as a single exposure. If the aggregate Outstanding Principal Balance of all Receivables attributable to a single Obligor exceeds the Maximum Single-Obligor Concentration, the Seller shall exclude one or more Receivables of such Obligor from the pool until the concentration limit is satisfied.
(b) Geographic Concentration Limit
No single state may account for more than twenty percent (20%) of the Aggregate Outstanding Pool Balance as of the Cut-Off Date. For purposes of this limit, the state attribution of a Receivable is determined by the billing address of the related Obligor as reflected in the Sub-Servicer's records as of the Cut-Off Date. If, as of the Cut-Off Date, the aggregate Outstanding Principal Balance of Receivables attributable to Obligors in any single state exceeds the twenty percent (20%) threshold, Receivables from that state shall be excluded from the pool on a last-in, first-out basis (determined by origination date, with the most recently originated Receivables excluded first) until the Geographic Concentration Limit is satisfied. In the event that a last-in, first-out exclusion methodology would result in the removal of Receivables that are otherwise necessary to satisfy other concentration limits or pool-level targets, the Seller may, in its reasonable discretion, apply an alternative exclusion methodology, provided that the Geographic Concentration Limit is satisfied and the alternative methodology is disclosed to the rating agencies.
(c) Original Term Concentration
No more than thirty-five percent (35%) of the Aggregate Outstanding Pool Balance may consist of Receivables with an original term in excess of forty-eight (48) months. This concentration limit is intended to limit the pool's exposure to longer-duration loans, which may present heightened credit risk. If, as of the Cut-Off Date, the aggregate Outstanding Principal Balance of Receivables with original terms exceeding 48 months exceeds thirty-five percent (35%) of the Aggregate Outstanding Pool Balance, the Seller shall exclude Receivables with original terms exceeding 48 months until the concentration limit is satisfied.
(d) Seasoning Requirement
Each Receivable must have been outstanding for at least two (2) full payment periods as of the Cut-Off Date. For purposes of this criterion, a "full payment period" means a calendar month in which a scheduled payment was due under the original amortization schedule of the Receivable. Accordingly, at least two scheduled payments must have been due on or before the Cut-Off Date. Receivables for which only one scheduled payment (or no scheduled payment) has been due as of the Cut-Off Date are excluded from the pool, regardless of whether any voluntary prepayments have been made. This seasoning requirement is intended to ensure that each Receivable included in the pool has a minimum payment history that permits meaningful evaluation of the Obligor's willingness and ability to pay.
Section 2.03 — Pool-Level Statistical Parameters (Targets)
The following pool-level statistical parameters represent expected targets for the final pool composition as of the Cut-Off Date. These parameters are based on the Seller's preliminary analysis of the receivables population and are subject to adjustment as a result of the application of the Eligibility Criteria and concentration limits set forth in Sections 2.01 and 2.02. Deviations from these targets that are within the ranges customarily observed in consumer installment loan securitizations of similar composition shall not, in and of themselves, constitute a breach of any representation or warranty set forth in this Schedule.
The Seller shall use commercially reasonable efforts to select a pool that achieves the foregoing targets; provided, however, that the mandatory Eligibility Criteria in Section 2.01 and the concentration limits in Section 2.02 shall take priority over the achievement of the statistical targets set forth in this Section 2.03 in the event of any conflict.
Section 2.04 — Determination of Eligibility; Role of Sub-Servicer Data
(a) The eligibility of each Receivable for inclusion in the Trust pool shall be determined as of the Cut-Off Date. Eligibility determinations shall be based on the data and information provided by Clearview Loan Servicing, Inc. (as Sub-Servicer) in its capacity under the Master Servicing Agreement and Amendment No. 1 thereto, including the loan-level data tape, payment history reports, delinquency reports, and loss experience data maintained by the Sub-Servicer on its ClearCore servicing platform.
(b) The Seller is responsible for verifying the accuracy of the Sub-Servicer's data through the Seller's quarterly data-reconciliation procedures, which include a comparison of the Sub-Servicer's loan-level records against the Seller's origination and loan-management records, a review of a statistical sample of individual Receivable files, and a reconciliation of aggregate portfolio statistics (including Outstanding Principal Balance, delinquency rates, and payment-application methodology). The Seller's most recent quarterly data reconciliation was completed for the period ended December 31, 2023, and the Seller shall complete an additional reconciliation covering the period through the Cut-Off Date prior to the final pool selection.
(c) Delinquency status and Outstanding Principal Balances must be calculated using the contractual Payment Waterfall set forth in Section 4.03 of the Master Servicing Agreement (interest → fees → principal). Any deviation in the payment-application methodology by the Sub-Servicer that results in a Receivable incorrectly meeting or failing to meet the Eligibility Criteria shall be identified and corrected prior to the final pool selection. Without limiting the foregoing, if the Sub-Servicer has applied partial payments to principal before fully satisfying accrued interest and fees, thereby understating the delinquency of a Receivable, the Seller shall recalculate the delinquency status of such Receivable in accordance with the contractual Payment Waterfall and shall exclude the Receivable from the pool if the corrected delinquency status renders it ineligible under Section 2.01(d).
(d) The Seller's quarterly reconciliation obligations set forth in clause (b) above do not relieve the Sub-Servicer of its independent obligation to apply payments in accordance with the contractual Payment Waterfall and to report accurate servicing data, as required by the Master Servicing Agreement and Amendment No. 1 thereto. The Seller retains all rights to seek indemnification from the Sub-Servicer under Section 9.02 of the Master Servicing Agreement for any losses arising from the Sub-Servicer's failure to accurately apply payments or report servicing data.
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE SELLER
Section 3.01 — Representations and Warranties Regarding the Seller
Skybridge Fintech Ltd. (the "Seller") hereby represents and warrants to SkyLend Funding LLC (the "Purchaser" or "Depositor") and, upon the transfer of the Receivables to SkyLend Receivables Trust 2024-1 (the "Trust"), to the Trust, Atlantic Fiduciary Services, Inc. (the "Indenture Trustee"), and each Noteholder, as of the date of the Receivables Purchase Agreement and as of the Cut-Off Date, as follows:
(a) Organization and Good Standing
The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the corporate power and authority to own its properties and assets and to carry on its business as presently conducted. The Seller is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction where the character of its properties owned or held under lease or the nature of its business requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Seller's ability to perform its obligations under the transaction documents or on the collectibility of the Receivables. Without limiting the foregoing, the Seller is duly qualified to do business and is in good standing in the States of California, Texas, Florida, New York, Illinois, Pennsylvania, Ohio, Georgia, North Carolina, and each other state in which it originates Receivables through the SkyLend Origination Platform.
(b) Authorization and Binding Obligation
The execution, delivery, and performance by the Seller of the Receivables Purchase Agreement, the Sale and Servicing Agreement, this Schedule, and all related transaction documents to which the Seller is a party have been duly authorized by all necessary corporate action of the Seller, including the adoption of resolutions by the Board of Directors of Skybridge Fintech Ltd. (the "Board Resolutions") approving the transactions contemplated hereby and authorizing the appropriate officers of the Seller to execute and deliver the transaction documents on behalf of the Seller. Each transaction document to which the Seller is a party constitutes a legal, valid, and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(c) No Conflicts
The execution, delivery, and performance by the Seller of the transaction documents, and the consummation of the transactions contemplated thereby (including the sale and transfer of the Receivables to the Purchaser), do not and will not (i) violate or conflict with the Seller's Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, each as currently in effect; (ii) violate, conflict with, result in a breach of, or constitute a default (with or without the giving of notice or lapse of time, or both) under any material agreement, contract, indenture, mortgage, deed of trust, lease, or other instrument to which the Seller is a party or by which the Seller or any of its properties or assets is bound (including, without limitation, the Seller's existing warehouse credit facility); (iii) result in the creation or imposition of any lien, charge, or encumbrance upon any of the Seller's properties or assets (other than liens created by the transaction documents); or (iv) violate any applicable law, rule, regulation, judgment, order, writ, injunction, or decree of any court, governmental authority, or regulatory body applicable to the Seller or any of its properties or assets.
(d) Regulatory Compliance
The Seller holds all licenses, permits, approvals, and registrations necessary to originate consumer installment loans through the SkyLend Origination Platform in each state in which it currently operates or has originated Receivables that are included in the Trust pool. All such licenses, permits, approvals, and registrations are in full force and effect, and no proceeding is pending or, to the Seller's knowledge, threatened that could result in the revocation, suspension, or material limitation of any such license, permit, approval, or registration. The Seller is in compliance in all material respects with all applicable federal, state, and local consumer-lending laws, rules, and regulations, including, without limitation, TILA and Regulation Z, ECOA and Regulation B, FCRA, the Gramm-Leach-Bliley Act and its implementing regulations, the E-SIGN Act, applicable state licensing statutes, applicable state usury laws, and all rules, regulations, orders, and guidance issued by the Consumer Financial Protection Bureau ("CFPB") to the extent applicable to the Seller's business.
(e) Litigation.  
There is no action, suit, proceeding, investigation, or inquiry pending before any court, governmental agency, regulatory body, or arbitral tribunal, or, to the Seller's knowledge, threatened in writing against or affecting the Seller, that (i) would materially and adversely affect the Seller's ability to perform its obligations under the transaction documents, (ii) would challenge the legality, validity, or enforceability of any transaction document or the transactions contemplated thereby, or (iii) would materially and adversely affect the collectibility of the Receivables included in the Trust pool. The Seller has not received any notice from any governmental authority indicating that it is under investigation for any violation of applicable consumer-lending laws with respect to the Receivables or its consumer lending business generally.
(f) Solvency.  
The Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated by the Receivables Purchase Agreement and the related transaction documents. As used in this clause (f), "solvent" means that (i) the fair value of the Seller's assets exceeds its liabilities (including contingent liabilities), (ii) the Seller is paying its debts as they become due in the ordinary course of business, (iii) the Seller has adequate capital to conduct its business as presently conducted and as proposed to be conducted, and (iv) the Seller has not incurred, and does not intend to incur, debts beyond its ability to pay such debts as they mature. The Seller has not filed, and does not intend to file, a petition for relief under the United States Bankruptcy Code or any similar federal or state insolvency statute, and no such petition has been filed against the Seller.
(g) Financial Statements
The Seller's audited consolidated financial statements for the fiscal year ended December 31, 2023 (the "FY 2023 Financial Statements"), which were audited by Rowland & Cross LLP, independent registered public accountants (engagement partner: Nathan Delacroix), and which received an unqualified audit opinion, fairly present in all material respects the Seller's consolidated financial condition as of December 31, 2023, and the consolidated results of operations and cash flows for the fiscal year then ended, in conformity with generally accepted accounting principles in the United States ("U.S. GAAP") applied on a consistent basis. Since December 31, 2023, there has been no material adverse change in the Seller's consolidated financial condition, results of operations, or business prospects that would materially impair the Seller's ability to perform its obligations under the transaction documents. The following key financial metrics are derived from the FY 2023 Financial Statements:
•  Total revenue: $187.3 million
•  Total assets: $1.02 billion
•  Gross receivables: $876.5 million
•  Net receivables (net of allowance for credit losses): $841.4 million
•  Consumer loans originated during FY 2023: approximately $1.4 billion
•  Active borrowers as of December 31, 2023: approximately 312,000
(h) Equity Ownership
Pinnacle Growth Equity Partners, LP, a Delaware limited partnership, holds approximately 62.4% of the Seller's fully diluted equity interests as of the date hereof. Pinnacle Growth Equity Partners, LP is the lead investor in the Seller's Series C preferred stock financing, having made an aggregate investment of approximately $95 million in 2021. The Seller's remaining equity is held by its founders, management, employees (through stock option and restricted stock unit plans), and earlier-stage investors. The Seller's ownership and capital structure do not create any impediment to the Seller's performance of its obligations under the transaction documents, and the ownership structure does not adversely affect the characterization of the transfer of the Receivables from the Seller to the Purchaser as a true sale under applicable law.
(i) Tax Status
The Seller has filed all required federal, state, and local tax returns on a timely basis (taking into account any extensions of time for filing) and has paid all taxes shown to be due and payable on such returns. The Seller's employer identification number is 84-3291076. There are no pending or, to the Seller's knowledge, threatened tax audits, assessments, or claims against the Seller that could result in a tax lien on the Receivables or otherwise materially and adversely affect the Seller's ability to perform its obligations under the transaction documents.
Section 3.02 — Representations and Warranties Regarding Each Receivable
The Seller represents and warrants as to each Receivable transferred to the Purchaser pursuant to the Receivables Purchase Agreement and ultimately conveyed to the Trust, as of the Cut-Off Date, as follows. Each such representation and warranty shall survive the transfer of the Receivables and shall inure to the benefit of the Trust, the Indenture Trustee, and each Noteholder.
(a) Eligibility.  
Each Receivable satisfies all of the Eligibility Criteria set forth in Article II of this Schedule as of the Cut-Off Date. No Receivable that fails to satisfy any Eligibility Criterion has been included in the Trust pool.
(b) Ownership and Title
The Seller is the sole owner of each Receivable and has good and marketable title thereto, free and clear of all liens, pledges, charges, encumbrances, security interests, claims, and rights of third parties of any kind or nature whatsoever, other than (i) liens created by the transaction documents in favor of the Trust, the Indenture Trustee, and the Noteholders, and (ii) liens that have been or will be released, terminated, or subordinated prior to or concurrently with the Closing Date. No Receivable is subject to any participation or profit-sharing arrangement with any third party that would reduce the amount of collections available to the Trust.
(c) True Sale / Valid Transfer
The transfer of each Receivable from the Seller to the Purchaser pursuant to the Receivables Purchase Agreement constitutes, and is intended by the parties to constitute, a true sale and absolute assignment of such Receivable and all rights, title, and interest of the Seller therein, and not a pledge, hypothecation, or secured financing under Article 9 of the UCC or otherwise. The Seller has received reasonably equivalent value in exchange for the transfer of the Receivables. Each Receivable has been identified on the loan schedule (in the form attached hereto as Exhibit A) delivered to the Purchaser as of the Cut-Off Date, and such identification is sufficient to permit the unique identification and segregation of each Receivable included in the Trust pool from the Seller's other consumer loan receivables.
(d) Enforceable Obligation
Each Receivable constitutes a legal, valid, and binding obligation of the related Obligor, enforceable against such Obligor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, receivership, and similar laws affecting the enforcement of creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(e) Compliance with Laws
Each Receivable was originated in compliance in all material respects with all applicable federal, state, and local laws, rules, and regulations, including, without limitation, TILA and Regulation Z, ECOA and Regulation B, FCRA, the E-SIGN Act, applicable state consumer-protection and fair-lending statutes, and applicable state usury laws. All disclosures required to be provided to the related Obligor under TILA and Regulation Z (including the finance charge, annual percentage rate, total of payments, and payment schedule) were accurately calculated and timely provided to the Obligor at or prior to the time of origination. All notices required to be provided to the Obligor under applicable state and federal law have been provided in a timely manner.
(f) Underwriting Compliance
Each Receivable was originated in accordance with the Seller's underwriting guidelines as in effect at the time of origination of such Receivable. No material exception to or deviation from the Seller's underwriting guidelines was made in connection with the origination of the Receivable, except for exceptions that were approved by a duly authorized underwriting manager or credit officer of the Seller in accordance with the Seller's documented exception-approval procedures. The Seller's underwriting process included, at a minimum, verification of the Obligor's income (through payroll records, tax returns, bank statements, or other acceptable documentation), verification of the Obligor's employment status, verification of the Obligor's identity (through government-issued identification or equivalent electronic identity verification), and a credit-bureau inquiry to obtain the Obligor's FICO Score and credit history.
(g) Loan Terms
Each Receivable bears a fixed annual interest rate that has not been modified, adjusted, or reset since origination. Each Receivable has an original principal balance of not less than $1,000 and not more than $25,000. Each Receivable has an original term of not less than twelve (12) months and not more than sixty (60) months. Each Receivable provides for level monthly payments of principal and interest on a fully amortizing basis, with no provision for interest-only payments, balloon payments, negative amortization, graduated payments, or any other non-standard payment structure.
(h) FICO Score
The FICO Score of the related Obligor at the time of origination of each Receivable was not less than 620, determined in accordance with the methodology set forth in Section 1.01 of this Schedule (i.e., the lower of two scores or the middle of three scores, as applicable). The FICO Score data for each Receivable has been verified by the Seller through its loan origination system and is consistent with the credit-bureau records obtained at the time of origination.
(i) Payment Status / No Default
As of the Cut-Off Date, no scheduled payment on the Receivable is thirty (30) or more days past due. The payment status of each Receivable has been determined in accordance with the contractual Payment Waterfall set forth in Section 4.03 of the Master Servicing Agreement (applying payments in the order of (i) accrued interest, (ii) fees and charges, and (iii) principal). The Seller has confirmed that the Sub-Servicer has applied all payments received on the Receivable in accordance with the contractual Payment Waterfall, and the delinquency status reflected on the loan-level data tape delivered to the Purchaser accurately reflects the Receivable's payment status as of the Cut-Off Date. No event of default (as defined in the underlying loan agreement between the Seller and the related Obligor) has occurred and is continuing with respect to the Receivable as of the Cut-Off Date.
(j) No Modification
The Receivable has not been the subject of a payment deferral, forbearance arrangement, modification, extension, or any other change to the material terms of the Receivable within the ninety (90)-day period immediately preceding the Cut-Off Date. The material terms of the Receivable (including the interest rate, payment amount, payment frequency, maturity date, and Outstanding Principal Balance) have not been waived, altered, modified, or amended since the date of origination in any manner that would materially impair the value or collectibility of such Receivable. For the avoidance of doubt, the application of scheduled payments in the ordinary course of business in accordance with the Payment Waterfall does not constitute a "modification" for purposes of this representation and warranty.
(k) Single Obligor
Each Receivable represents an obligation of a single individual consumer Obligor. No Receivable included in the Trust pool was originated for a business, commercial, or investment purpose, and no Receivable is payable by a partnership, corporation, limited liability company, trust, or other non-individual entity. Each Receivable was originated for personal, family, or household purposes within the meaning of TILA and Regulation Z.
(l) Obligor Location
The billing address of the related Obligor for each Receivable is located within the fifty (50) states of the United States or the District of Columbia. No Receivable with an Obligor billing address outside of the United States (including its territories and possessions) has been included in the Trust pool.
(m) No Prior Securitization
The Receivable has not been previously sold, pledged, assigned, or transferred to any other securitization vehicle, special-purpose entity, or third-party purchaser, other than a pledge under the Seller's existing warehouse revolving credit facility (the "Warehouse Facility"). To the extent any Receivable included in the Trust pool was previously pledged as collateral under the Warehouse Facility, such Receivable has been released from the lien of the Warehouse Facility and all UCC financing statements filed in connection with the Warehouse Facility with respect to such Receivable have been or will be terminated or amended to exclude such Receivable prior to or concurrently with the Closing Date.
(n) Complete Receivable File
The Receivable File for each Receivable is complete and includes all documents and records specified in Section 2.01(f) of this Schedule, including the fully executed promissory note (or electronic equivalent), the truth-in-lending disclosure, all required authorizations, and any other documents required by the Seller's document-retention policies. The Receivable File is maintained in a manner that permits its retrieval and production within a commercially reasonable period of time upon request by the Indenture Trustee, the Depositor, or any Noteholder.
(o) Data Accuracy
All data and information provided by the Seller and/or the Sub-Servicer with respect to each Receivable, including, without limitation, the Outstanding Principal Balance, interest rate, payment history, FICO Score at origination, origination date, original principal balance, original term, remaining term, delinquency status, Obligor billing address, and cumulative payments received, is true, correct, and complete in all material respects as of the Cut-Off Date. The Seller has verified the accuracy of the servicing data provided by Clearview Loan Servicing, Inc. (as Sub-Servicer) through the Seller's quarterly data-reconciliation procedures described in Section 2.04(b), and such data is consistent with the Seller's own origination and loan-management records. The loan-level data tape delivered to the Purchaser as of the Cut-Off Date in the form of Exhibit A hereto has been reviewed by the Seller for accuracy and completeness and is, to the best of the Seller's knowledge, true and correct in all material respects.
(p) Security Interest / UCC Filings
The Receivables are "general intangibles" or "payment intangibles" (as such terms are defined in Article 9 of the UCC as in effect in the State of New York) and constitute "accounts" or "payment intangibles" under Article 9 of the UCC as in effect in the State of Delaware. No UCC financing statement is on file in any filing office against the Seller naming the Receivables as collateral, other than (i) financing statements filed in connection with the transaction documents and (ii) financing statements filed in connection with the Seller's Warehouse Facility, which filings (to the extent covering any Receivable included in the Trust pool) have been or will be terminated, released, or amended to exclude such Receivables prior to or concurrently with the Closing Date. The Seller has not granted, and is not aware of, any security interest, lien, or encumbrance in or on the Receivables (other than security interests created by the transaction documents and security interests under the Warehouse Facility that have been or will be released).
Section 3.03 — Representations Regarding Servicing Data and Sub-Servicer
The Seller further represents and warrants, as of the date of the Receivables Purchase Agreement and as of the Cut-Off Date, as follows:
(a) All static-pool performance data, delinquency statistics, cumulative net loss figures, prepayment data, and other portfolio-level performance information provided by or on behalf of the Seller in connection with the transaction contemplated by the RPA and the Sale and Servicing Agreement (including, without limitation, all such data and information incorporated into the Preliminary Offering Memorandum dated April 5, 2024, and any supplements or updates thereto) have been compiled from the records maintained by the Sub-Servicer on its ClearCore servicing platform and have been verified by the Seller to be accurate and complete in all material respects. The Seller has reviewed such data and information against its own origination and loan-management records and has not identified any material discrepancies between the Sub-Servicer's records and the Seller's records that remain unresolved as of the Cut-Off Date.
(b) The Sub-Servicer (Clearview Loan Servicing, Inc.) has applied payments on the Receivables in accordance with the contractual Payment Waterfall set forth in Section 4.03 of the Master Servicing Agreement (applying payments in the order of (i) accrued interest, (ii) fees and charges, and (iii) principal). To the best of the Seller's knowledge, after due inquiry, the Sub-Servicer has not deviated from the contractual Payment Waterfall in the application of payments on any Receivable included in the Trust pool, and the Obligor's payment status as reported by the Sub-Servicer accurately reflects the application of payments in accordance with the contractual waterfall.
(c) The Sub-Servicer's data-management systems, including the ClearCore servicing platform deployed in June 2023, accurately track and report payment application, delinquency status, and loss experience for all Receivables under management, and the Seller has conducted its quarterly data-reconciliation review with respect to such systems in accordance with its established procedures. The Seller is not aware of any material deficiency, error, or limitation in the ClearCore platform that would adversely affect the accuracy or reliability of the servicing data provided to the Purchaser, the Trust, or the rating agencies in connection with the transaction.
ARTICLE IV — REPURCHASE OBLIGATIONS
Section 4.01 — Notice of Breach
(a) If any representation or warranty set forth in Section 3.02 or Section 3.03 of this Schedule is discovered to be untrue in any material respect as of the Cut-Off Date with respect to any Receivable, and such breach materially and adversely affects the interests of the Trust, the Indenture Trustee, or the Noteholders in such Receivable, the party discovering or receiving notice of such breach shall promptly (and in any event within five (5) Business Days of such discovery) provide written notice of such breach to all other parties to the Sale and Servicing Agreement and the RPA.
(b) Notice of a breach may be provided by the Seller, the Depositor (SkyLend Funding LLC), the Sub-Servicer (Clearview Loan Servicing, Inc.), the Indenture Trustee (Atlantic Fiduciary Services, Inc.), or any Noteholder (acting directly or through the Indenture Trustee). In the case of a Noteholder, the notice shall be delivered through the Indenture Trustee unless the Indenture Trustee has failed to act upon a request by such Noteholder to deliver such notice within ten (10) Business Days of such request.
(c) Each notice of breach shall specify, in reasonable detail, (i) the identity of the affected Receivable(s) (by Loan ID, Obligor ID, or other unique identifier), (ii) the nature of the breach, (iii) the specific representation, warranty, or provision of Section 3.02 or Section 3.03 that has been breached, (iv) the Outstanding Principal Balance of the affected Receivable(s) as of the most recent reporting date, and (v) the factual basis for the party's belief that a breach has occurred. The form of repurchase notice set forth in Exhibit C hereto may be used for this purpose.
Section 4.02 — Cure or Repurchase
(a) Upon receipt of a notice of breach complying with Section 4.01, the Seller shall have sixty (60) calendar days (the "Cure Period") from the date of receipt of such notice to cure such breach in all material respects. A breach shall be deemed "cured" if, at the end of the Cure Period, the representation or warranty that was the subject of the breach is true and correct in all material respects with respect to the affected Receivable, or if the condition giving rise to the breach has been remediated to the reasonable satisfaction of the party that delivered the notice of breach (or, in the case of a notice delivered by a Noteholder, to the reasonable satisfaction of the Indenture Trustee).
(b) If the breach is not cured within the Cure Period, the Seller shall, on the next Payment Date following the expiration of the Cure Period (or, if the Cure Period expires less than five (5) Business Days before the next Payment Date, on the Payment Date immediately following such next Payment Date), repurchase the affected Receivable from the Trust at the Repurchase Price. The "Repurchase Price" for a Receivable shall equal the Outstanding Principal Balance of such Receivable as of the date of repurchase plus accrued and unpaid interest thereon from the date through which interest was last paid to, and including, the date of repurchase, calculated at the contractual interest rate applicable to such Receivable.
(c) The repurchase obligation set forth in this Section 4.02 is the sole remedy of the Trust, the Indenture Trustee, and the Noteholders for breaches of the representations and warranties in Section 3.02 of this Schedule, subject to and without prejudice to (i) the Seller's indemnification obligations set forth in Article VI of this Schedule, the RPA, and the Sale and Servicing Agreement, and (ii) any other remedies expressly provided in the transaction documents.
Section 4.03 — Repurchase Mechanics
(a) The Seller shall deposit the Repurchase Price for each repurchased Receivable into the Collection Account maintained at Keymark Trust Company, N.A. under the Account Control Agreement, in immediately available funds, on or before the applicable repurchase date specified in Section 4.02(b). The Seller shall provide the Indenture Trustee and the Depositor with written confirmation of such deposit promptly upon payment.
(b) Upon receipt of the Repurchase Price in the Collection Account, the Indenture Trustee (Atlantic Fiduciary Services, Inc.) shall release the related Receivable from the lien of the Indenture and shall execute and deliver to the Seller (or to such other person as the Seller may direct in writing) all instruments and documents reasonably necessary to effectuate the reassignment of all right, title, and interest in and to such Receivable from the Trust to the Seller. The cost of preparing and recording any such instruments and documents shall be borne by the Seller.
(c) Upon the completion of the repurchase, the repurchased Receivable shall be removed from the Trust pool and shall cease to constitute part of the Trust estate. All future collections and recoveries on the repurchased Receivable shall belong to the Seller, free and clear of any claim by the Trust, the Indenture Trustee, or any Noteholder.
Section 4.04 — Systemic Breaches
(a) If a breach of the representations and warranties in Section 3.02 or Section 3.03 affects a group of Receivables due to a common cause (including, but not limited to, a systemic data error in the Sub-Servicer's records, a servicing-platform malfunction affecting payment application or delinquency reporting, a deviation from the contractual Payment Waterfall by the Sub-Servicer affecting multiple Receivables, or an error in the Seller's underwriting process affecting a class of loans), the Seller's repurchase obligation set forth in Section 4.02 shall apply to each affected Receivable individually, and the Seller shall not be relieved of its obligation to repurchase any affected Receivable solely because the breach is systemic in nature or affects a large number of Receivables.
(b) In the event that a systemic breach renders the pool data materially unreliable such that it is not practicable to identify individual affected Receivables through the ordinary course review of servicing records, the Seller, the Depositor, and the Indenture Trustee shall cooperate in good faith to determine the scope of the breach through a full loan-tape audit (the "Systemic Breach Audit"). The Sy

SCHEDULE OF ELIGIBILITY CRITERIA AND REPRESENTATIONS & WARRANTIES

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