CUSTODIAL AGREEMENT
dated as of
February 14, 2026
among
SBF WAREHOUSE I LLC, a Delaware limited liability company, as Seller,
PINNACLE ATLANTIC BANK, N.A., a national banking association, as Administrative Agent,
and
IRONCLAD TRUST COMPANY, a Connecticut-chartered trust company, as Custodian
TABLE OF CONTENTS
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This CUSTODIAL AGREEMENT (this "Agreement") is entered into as of February 14, 2026, by and among:
(1) SBF WAREHOUSE I LLC, a Delaware limited liability company (DE Entity File No. 8102356), with its registered office at c/o Skybridge Fintech Ltd., 400 North Market Street, Suite 1200, Wilmington, Delaware 19801 (the "Seller");
(2) PINNACLE ATLANTIC BANK, N.A. (RSSD ID: 4827301), a national banking association organized and existing under the laws of the United States, with its principal office at 201 South Tryon Street, 34th Floor, Charlotte, North Carolina 28202 (the "Administrative Agent"), acting in its capacity as Administrative Agent for itself, as Committed Buyer, and for Ridgeline Capital Markets LLC, as Participating Buyer, under the Master Repurchase Agreement (as defined below); and
(3) IRONCLAD TRUST COMPANY, a Connecticut-chartered trust company, with its principal office at 185 Asylum Street, Suite 900, Hartford, Connecticut 06103 (the "Custodian").
The Seller, the Administrative Agent, and the Custodian are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Seller, the Administrative Agent, and Ridgeline Capital Markets LLC, a Delaware limited liability company (the "Participating Buyer"), have entered into or are concurrently entering into that certain Master Repurchase Agreement dated as of February 28, 2026 (as amended, restated, supplemented, or otherwise modified from time to time, the "Master Repurchase Agreement" or "MRA"), pursuant to which the Administrative Agent and the Participating Buyer have agreed to purchase, and the Seller has agreed to sell, Eligible Receivables, subject to the Seller's obligation to repurchase such receivables, in a maximum aggregate facility amount of Forty Million Dollars ($40,000,000);
WHEREAS, the Seller is a wholly owned, bankruptcy-remote special-purpose subsidiary of Skybridge Fintech Ltd. ("Skybridge" or the "Originator"), a Delaware corporation (EIN: 84-3291507; DE Entity File No. 7384921) headquartered at 400 North Market Street, Suite 1200, Wilmington, Delaware 19801, and the Seller was formed for the purpose of acquiring consumer installment loan receivables originated by Skybridge and facilitating warehouse financing thereof;
WHEREAS, Skybridge originates consumer installment loans through its proprietary digital lending platform and transfers such receivables to the Seller pursuant to a Sale and Contribution Agreement dated as of February 28, 2026 (the "Sale and Contribution Agreement"), pursuant to which Skybridge sells, assigns, transfers, and contributes the applicable receivables to the Seller on a true-sale basis;
WHEREAS, the Parties desire that the Custodian hold and maintain custody of the Receivable Files relating to the Purchased Receivables for the benefit of the Administrative Agent, and certify receipt and completeness of such files in accordance with the terms and conditions set forth herein;
WHEREAS, the Custodian has agreed to serve as independent document custodian and to hold, review, release, and certify Receivable Files on the terms and conditions set forth herein; and
WHEREAS, the Custodian has the requisite experience, resources, and infrastructure to serve as custodian of consumer loan receivable files in connection with warehouse lending facilities of the type contemplated by the MRA.
NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, representations, and warranties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Administrative Agent" means Pinnacle Atlantic Bank, N.A., in its capacity as administrative agent under the MRA for the benefit of itself as Committed Buyer and for the Participating Buyer, and any successor Administrative Agent appointed pursuant to the MRA.
"Agreement" means this Custodial Agreement, including all Exhibits and Schedules hereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York, Charlotte, North Carolina, or Hartford, Connecticut are authorized or obligated by law, regulation, or executive order to close.
"Buyers" means, collectively, the Committed Buyer and the Participating Buyer.
"Closing Date" means February 28, 2026.
"Committed Buyer" means Pinnacle Atlantic Bank, N.A., in its capacity as a committed buyer under the MRA, with a commitment of Thirty Million Dollars ($30,000,000).
"Cure Period" has the meaning set forth in Section 3.3 of this Agreement.
"Custodial Fee" means the monthly fee of Two Thousand Five Hundred Dollars ($2,500) payable to the Custodian by the Seller in accordance with Section 9.1 of this Agreement.
"Custodial Report" means the monthly report delivered by the Custodian pursuant to Section 8.3 of this Agreement.
"Custodian" means Ironclad Trust Company, a Connecticut-chartered trust company, in its capacity as custodian hereunder, and any successor custodian appointed in accordance with Article XI.
"Custodian Designated Contact" means Nora Finch, Senior Vice President, Custody Services, Ironclad Trust Company, or such other individual as the Custodian may designate from time to time by written notice to the Seller and the Administrative Agent.
"Cut-Off Date Principal Balance" has the meaning ascribed to such term in the MRA.
"Eligible Receivable" has the meaning ascribed to such term in the MRA and the Eligibility Criteria and Concentration Limits Schedule incorporated therein.
"Exception Report" means a report prepared and delivered by the Custodian in accordance with Section 3.3 identifying any Receivable File that does not satisfy the requirements of the Receivable File Checklist, specifying each deficiency with reasonable particularity.
"Facility Maturity Date" means August 28, 2027, or such later date as may be agreed to in writing by the parties to the MRA.
"Final Certification" means the certification delivered by the Custodian in the form of Exhibit D hereto, confirming that all exceptions (if any) with respect to a Receivable File have been cured and that such Receivable File is complete in accordance with the Receivable File Checklist.
"Initial Certification" means the initial certification delivered by the Custodian upon receipt and review of a Receivable File, confirming that such Receivable File has been received and, if applicable, that such Receivable File is complete and satisfies the requirements of the Receivable File Checklist, as set forth in the Trust Receipt.
"Master Repurchase Agreement" or "MRA" means that certain Master Repurchase Agreement dated as of February 28, 2026, among the Seller, the Administrative Agent, and the Participating Buyer, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Maximum Facility Amount" means Forty Million Dollars ($40,000,000), or such greater or lesser amount as may be agreed to by the parties to the MRA from time to time.
"Originator" means Skybridge Fintech Ltd., a Delaware corporation (EIN: 84-3291507; DE Entity File No. 7384921).
"Participating Buyer" means Ridgeline Capital Markets LLC, a Delaware limited liability company, in its capacity as a participating buyer under the MRA, with a commitment of Ten Million Dollars ($10,000,000).
"Purchase Date" has the meaning ascribed to such term in the MRA.
"Purchased Receivable" has the meaning ascribed to such term in the MRA.
"Receivable File" means, with respect to each Purchased Receivable, the documents and instruments listed on the Receivable File Checklist attached hereto as Exhibit A, as may be supplemented or amended from time to time with the written consent of the Administrative Agent.
"Receivable File Checklist" means the checklist attached hereto as Exhibit A setting forth the documents and instruments required to constitute a complete Receivable File.
"Release" means the physical or electronic release of any Receivable File or any document contained therein by the Custodian to the Seller or any other person or entity in accordance with the terms of this Agreement.
"Release Request" means a written request from the Administrative Agent to the Custodian in the form of Exhibit E hereto directing the permanent release of specified Receivable Files.
"Repurchase Price" has the meaning ascribed to such term in the MRA.
"Revolving Period" means the period commencing on the Closing Date and ending on August 28, 2026 (or such other date as may be specified in the MRA), during which the Seller may request Purchase Transactions under the MRA.
"Sale and Contribution Agreement" means that certain Sale and Contribution Agreement dated as of February 28, 2026, between Skybridge and the Seller, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Seller" means SBF Warehouse I LLC, a Delaware limited liability company.
"Temporary Release Request" means a request executed by the Seller and countersigned by the Administrative Agent in the form of Exhibit F hereto for the temporary release of specified Receivable Files or documents therein.
"Trust Receipt" has the meaning set forth in Section 3.2 of this Agreement and shall be in the form of Exhibit C hereto.
"Verification Agent" means Brindoval Analytics, Inc., or any successor verification agent appointed by the Administrative Agent under the MRA.
Section 1.2 — MRA Definitions Incorporated
Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Master Repurchase Agreement. In the event of any conflict or inconsistency between the definitions set forth in this Agreement and those set forth in the MRA, the definitions set forth in the MRA shall control and govern unless expressly stated otherwise in this Agreement. For purposes of the foregoing, the defined terms in the MRA shall be deemed incorporated herein by reference as if fully set forth herein.
Section 1.3 — Rules of Interpretation
Unless the context otherwise requires, the following rules of interpretation shall apply throughout this Agreement:
(a) References to any "Section," "Article," "Exhibit," or "Schedule" shall be references to a Section or Article of, or an Exhibit or Schedule to, this Agreement, unless otherwise specified.
(b) The terms "herein," "hereof," "hereto," "hereunder," and words of similar import shall refer to this Agreement as a whole (including the Exhibits and Schedules hereto) and not to any particular provision of this Agreement.
(c) The singular shall include the plural, and the plural shall include the singular.
(d) The word "including" and words of similar import shall mean "including, without limitation," and shall not be construed to limit any general statement preceding it to the specific or similar items or matters immediately following it.
(e) References to any agreement, instrument, or document shall mean such agreement, instrument, or document as amended, restated, supplemented, or otherwise modified from time to time to the extent permitted by its terms and, where applicable, the terms of this Agreement.
(f) References to any law, statute, rule, or regulation shall mean such law, statute, rule, or regulation as amended, supplemented, or otherwise modified from time to time, including any successor provision thereof.
(g) References to any person shall include such person's successors and permitted assigns.
(h) The headings and captions contained in this Agreement are for convenience of reference only and shall not define, limit, or otherwise affect any of the terms or provisions hereof. The headings shall not be given any substantive effect in the interpretation of this Agreement.
(i) References to "days" shall mean calendar days unless "Business Days" is specified.
(j) The Exhibits and Schedules attached hereto are hereby incorporated into and made a part of this Agreement as if fully set forth herein.
ARTICLE II — APPOINTMENT OF CUSTODIAN; ACCEPTANCE
Section 2.1 — Appointment
The Seller and the Administrative Agent hereby appoint Ironclad Trust Company as Custodian under this Agreement, effective as of the Closing Date, to hold, maintain, review, certify, and release Receivable Files relating to Purchased Receivables in accordance with the terms and conditions set forth herein. The Custodian shall act for the benefit of the Administrative Agent (on behalf of the Committed Buyer and the Participating Buyer) with respect to all Receivable Files delivered to it hereunder. The Custodian acknowledges that the Administrative Agent's interest in the Receivable Files arises under the MRA and that the Administrative Agent holds such interest for its own benefit and for the benefit of the Participating Buyer. The Custodian further acknowledges that the Administrative Agent is entering into this Agreement in reliance upon the Custodian's expertise and capabilities in holding and safeguarding receivable files in connection with warehouse repurchase facilities.
Section 2.2 — Acceptance
The Custodian hereby accepts its appointment as Custodian under this Agreement and agrees to perform the duties and obligations expressly set forth herein in accordance with the standard of care described in Section 2.4. The Custodian confirms that it is a Connecticut-chartered trust company duly organized and in good standing under the laws of the State of Connecticut, authorized to act in a custodial and fiduciary capacity, and that it has all requisite power, authority, and capacity to execute, deliver, and perform its obligations under this Agreement. The Custodian further confirms that it has adequate facilities, systems, personnel, and procedures to fulfill its custodial obligations as described herein.
Section 2.3 — Independent Custodian
The Custodian shall act as an independent custodian and shall not be deemed an agent, representative, or affiliate of the Seller, the Administrative Agent, or any Buyer. The appointment of the Custodian hereunder does not create any agency, joint venture, partnership, or trust relationship between or among the Parties, except as expressly provided herein. The Custodian has no interest in the Purchased Receivables or the Receivable Files other than in its capacity as Custodian hereunder, and the Custodian shall not assert any lien, claim, right of set-off, or other interest in or to any Receivable File or Purchased Receivable. Nothing in this Agreement shall be construed as conferring upon the Custodian any beneficial ownership interest in any Receivable File or Purchased Receivable.
Section 2.4 — Standard of Care
The Custodian shall exercise the same degree of care that it exercises with respect to similar documents and records held for its own account, but in no event less than the degree of care that a reasonably prudent institutional custodian would exercise in the receipt, review, safekeeping, maintenance, and release of receivable files and related loan documents under substantially similar circumstances. Without limiting the generality of the foregoing:
(a) The Custodian shall maintain all Receivable Files in fire-resistant, climate-controlled vault or storage facilities with adequate security measures, including controlled access, intrusion detection, fire suppression, and environmental monitoring systems.
(b) The Custodian shall restrict access to the Receivable Files to authorized personnel of the Custodian who have a need to access such files in connection with the performance of the Custodian's duties hereunder.
(c) The Custodian shall maintain comprehensive disaster recovery and business continuity procedures designed to safeguard the Receivable Files from loss, theft, damage, or destruction, including, without limitation, off-site backup of electronic records and indices maintained in connection with the Receivable Files.
(d) The Custodian shall promptly report to the Administrative Agent and the Seller any security breach, unauthorized access, fire, flood, natural disaster, or other event that has caused or may reasonably be expected to cause loss of or material damage to any Receivable File.
ARTICLE III — RECEIPT, REVIEW, AND CERTIFICATION OF RECEIVABLE FILES
Section 3.1 — Delivery of Receivable Files
The Seller shall deliver or cause to be delivered to the Custodian the Receivable File for each Purchased Receivable no later than two (2) Business Days prior to the related Purchase Date (or such other period as may be agreed in writing by the Administrative Agent in its sole discretion). All Receivable Files shall be delivered to the Custodian at the following address, or at such other address as the Custodian may designate in writing from time to time:
Ironclad Trust Company 185 Asylum Street, Suite 900 Hartford, Connecticut 06103
Attention: Nora Finch, SVP, Custody Services
Each delivery of Receivable Files shall be accompanied by a transmittal letter in the form of Exhibit B hereto (each, a "Transmittal Letter"), which shall identify each Receivable by the following information: (i) loan number; (ii) obligor name (redacted to the extent required by applicable federal or state consumer privacy law); (iii) outstanding principal balance as of the applicable Cut-Off Date; (iv) origination date; (v) original term; (vi) maturity date; and (vii) state of obligor residence. A copy of each Transmittal Letter shall be simultaneously delivered by the Seller to the Administrative Agent.
The Custodian shall acknowledge receipt of each delivery by countersigning the Transmittal Letter and returning a copy of such countersigned Transmittal Letter to the Seller and the Administrative Agent within one (1) Business Day of receipt of the related Receivable Files. The Custodian's acknowledgment of receipt shall confirm only that the Custodian has physically received the materials described in the Transmittal Letter and shall not constitute any certification or representation regarding the completeness or accuracy of the Receivable Files so delivered.
Section 3.2 — Initial Review and Trust Receipt
Within five (5) Business Days of receipt of a Receivable File, the Custodian shall review such Receivable File against the Receivable File Checklist attached hereto as Exhibit A. If the Custodian determines that the Receivable File is complete and contains all documents required by the Receivable File Checklist, the Custodian shall:
(a) Issue a trust receipt (each, a "Trust Receipt") in the form of Exhibit C hereto, certifying that it holds the Receivable File as Custodian for the benefit of the Administrative Agent (on behalf of the Committed Buyer and the Participating Buyer) in accordance with the terms of this Agreement; and
(b) Deliver the Trust Receipt to the Seller and the Administrative Agent by electronic transmission (with a hard copy to follow by overnight courier upon request by the Administrative Agent).
The Parties acknowledge and agree that a Purchase Transaction under the MRA may not be consummated with respect to a Receivable unless and until the Administrative Agent has received a Trust Receipt from the Custodian with respect to the related Receivable File. The issuance of a Trust Receipt by the Custodian shall not constitute a guarantee, warranty, or representation by the Custodian as to the validity, enforceability, collectibility, or value of any Purchased Receivable or any document included in the Receivable File, nor shall it constitute a determination that the related Receivable satisfies the Eligibility Criteria or Concentration Limits set forth in the MRA.
Section 3.3 — Exception Reporting
If the Custodian determines that a Receivable File does not contain all documents required by the Receivable File Checklist or that any document included in a Receivable File is materially defective, illegible, unsigned (where a signature is required), or otherwise does not conform on its face to the requirements of the Receivable File Checklist, the Custodian shall:
(a) Deliver an Exception Report to the Seller and the Administrative Agent within five (5) Business Days of receipt of such Receivable File, identifying each deficiency with reasonable specificity, including a description of the missing, defective, or non-conforming document and the related loan number;
(b) The Seller shall use commercially reasonable efforts to cure any identified deficiency within ten (10) Business Days after receipt of the Exception Report (the "Cure Period"), by delivering or causing to be delivered to the Custodian the missing or corrected document or documents; and
(c) If the deficiency is not cured within the Cure Period, the related Receivable shall not be treated as a Purchased Receivable under the MRA. If such Receivable has already been the subject of a Purchase Transaction under the MRA, the Seller shall repurchase such Receivable at the Repurchase Price (as defined in the MRA) on the next Payment Date following the expiration of the Cure Period, or at such other time as may be required under the MRA. The Administrative Agent shall have the right, in its sole discretion, to extend the Cure Period by written notice to the Seller and the Custodian.
The Custodian shall update and redeliver an Exception Report promptly upon the receipt of any curing document from the Seller, noting the date such curing document was received and whether the relevant exception has been resolved.
Section 3.4 — Final Certification
Upon cure of all exceptions noted on an Exception Report, or with respect to Receivable Files initially certified without exceptions by means of the Trust Receipt, the Custodian shall issue a Final Certification in the form of Exhibit D hereto, confirming that all required documents have been received and that the Receivable File is complete in accordance with the Receivable File Checklist. The Final Certification shall be delivered to the Administrative Agent and the Seller by electronic transmission.
The Custodian shall maintain a running schedule (in electronic format) of all Receivable Files held by it under this Agreement, including for each Receivable File the following information: (i) the loan number; (ii) the date of receipt by the Custodian; (iii) the Trust Receipt number and date of issuance; (iv) the Exception Report status (including the nature of any exceptions and the date of cure, if applicable); and (v) the Final Certification date. The Custodian shall make such schedule available electronically to the Seller and the Administrative Agent on a weekly basis, by the close of business on each Friday (or the next succeeding Business Day if Friday is not a Business Day), or at such other times as may be reasonably requested by the Administrative Agent.
Section 3.5 — Reliance on Document Face
The Custodian's review of Receivable Files hereunder is limited to a review of the face of each document included in the Receivable File against the requirements of the Receivable File Checklist. The Custodian shall have no obligation or duty to:
(a) verify the truth, accuracy, or completeness of the content or substance of any document included in a Receivable File, including without limitation any financial information, payment history, credit score data, or personal identifying information of any obligor;
(b) verify the eligibility of any Receivable under the Eligibility Criteria or the compliance of the portfolio with the Concentration Limits set forth in the MRA — such verification being the sole responsibility of Brindoval Analytics, Inc., as Verification Agent, and the Administrative Agent;
(c) verify the identity, creditworthiness, capacity, or financial condition of any obligor under any Purchased Receivable;
(d) determine or interpret the legal sufficiency, validity, enforceability, or binding effect of any document;
(e) verify that the origination of any Receivable complied with applicable laws, regulations, or underwriting guidelines; or
(f) ascertain whether any representation, warranty, or covenant of the Seller or any other party under the MRA or any other Transaction Document has been satisfied or breached.
The Custodian shall be entitled to rely conclusively on the Receivable File Checklist in determining whether a Receivable File is complete. No provision of this Agreement shall be construed to impose upon the Custodian any duty or obligation to perform any credit analysis, legal analysis, or collateral valuation with respect to any Purchased Receivable.
ARTICLE IV — CUSTODY, MAINTENANCE, AND SAFEKEEPING
Section 4.1 — Segregation
The Custodian shall hold all Receivable Files in its vault or secure storage facilities, segregated from the Custodian's own assets and from the assets of any other person or entity for which the Custodian provides custodial or other services. The Custodian shall maintain physical and logical separation of the Receivable Files, and all Receivable Files shall be clearly identified and indexed under the designation "SBF Warehouse I LLC — Pinnacle Atlantic Bank, N.A. Administrative Agent" (or such other designation as the Administrative Agent may direct in writing from time to time). The Custodian shall maintain appropriate records, systems, and controls to ensure that the Receivable Files are at all times identifiable and traceable.
Section 4.2 — Location of Receivable Files
All Receivable Files shall be maintained at the Custodian's principal office at 185 Asylum Street, Suite 900, Hartford, Connecticut 06103, or at such other location as the Custodian may designate with the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld, conditioned, or delayed. Any alternate location must meet or exceed the Custodian's existing security, environmental, and fire-protection standards. The Custodian shall not relocate any Receivable Files from the then-current storage location without at least thirty (30) days' prior written notice to the Administrative Agent and the Seller, describing the proposed new location in reasonable detail and confirming that such location satisfies the requirements of Section 2.4.
Section 4.3 — Access and Inspection
The Administrative Agent, the Seller, and their respective authorized representatives (including outside counsel, auditors, and consultants) shall have the right, at their own cost and expense, to inspect and audit the Receivable Files and the Custodian's records relating thereto during normal business hours at the Custodian's offices upon at least two (2) Business Days' prior written notice to the Custodian. Such inspections and audits may include, without limitation, physical examination of the Receivable Files, review of the Custodian's inventory records and tracking systems, and verification of the Custodian's compliance with the terms of this Agreement. The Custodian shall provide reasonable cooperation and assistance in connection with any such inspection or audit, including making available appropriate personnel and workspace.
The Verification Agent (Brindoval Analytics, Inc.) shall be permitted access to the Receivable Files for purposes of performing collateral-tape verification, periodic surveillance, and such other reviews as may be directed by the Administrative Agent in writing from time to time. The Custodian shall cooperate with the Verification Agent in facilitating such access, including by providing copies of indices, Trust Receipts, Exception Reports, and Final Certifications as reasonably requested. Access by the Verification Agent shall be subject to the execution by the Verification Agent of a confidentiality agreement reasonably satisfactory to the Custodian (to the extent not already in place).
Section 4.4 — Maintenance of Records
The Custodian shall maintain a complete and accurate log or electronic database of all Receivable Files received, held, and released hereunder, including for each Receivable File: (i) the date of receipt; (ii) the Trust Receipt number and date; (iii) the Final Certification status and date; (iv) the date and nature of any Release (permanent or temporary); (v) the date of return following any temporary release; and (vi) such other information as the Administrative Agent may reasonably request from time to time. The Custodian shall ensure that its record-keeping systems are adequate to permit prompt retrieval of information and documents and are consistent with industry best practices for custodians of consumer loan receivable files.
Such records shall be retained for a period of not less than three (3) years following the later of (a) the termination of this Agreement and (b) the return or release of all Receivable Files to the Seller or its designee, whichever is later. Upon reasonable request by the Administrative Agent or the Seller during such retention period, the Custodian shall make such records available for inspection and copying.
Section 4.5 — No Liens
The Custodian shall not create, incur, assume, or permit to exist any lien, security interest, pledge, encumbrance, charge, or claim of any nature whatsoever on or with respect to any Receivable File held hereunder, whether arising by operation of law, by agreement, or otherwise. The Custodian hereby irrevocably waives and releases, to the fullest extent permitted by applicable law, any lien, security interest, right of set-off, banker's lien, or other claim that it might have, now or in the future, on any Receivable File or any Purchased Receivable evidenced thereby. The Custodian acknowledges and agrees that the Receivable Files are held by it solely in its capacity as Custodian for the benefit of the Administrative Agent and the Buyers and that the Custodian shall have no right to retain any Receivable File as security for any obligation owed to the Custodian by any Party.
ARTICLE V — RELEASE OF RECEIVABLE FILES
Section 5.1 — Release to Seller
The Custodian shall release a Receivable File (or any document contained therein) to the Seller (or to such other party as the Administrative Agent may designate) only upon receipt of a written Release Request from the Administrative Agent in the form of Exhibit E hereto. Release Requests may be made for any of the following purposes, among others:
(a) repurchase of a Purchased Receivable by the Seller in accordance with the MRA;
(b) substitution of a Receivable in accordance with the terms of the MRA;
(c) amendment, correction, or completion of documents contained in the Receivable File;
(d) termination of the MRA and release of all Receivable Files upon satisfaction of all obligations thereunder;
(e) commencement or continuation of enforcement proceedings with respect to a defaulted Purchased Receivable; or
(f) such other purposes as the Administrative Agent may specify in the Release Request.
The Custodian shall process each Release Request and deliver the specified Receivable File(s) within two (2) Business Days of receipt of such Release Request. The Custodian shall retain a copy of each Release Request and shall update its records to reflect each permanent release. The Custodian shall have no obligation to inquire into or verify the reason for any Release Request, provided that the Release Request is in the form of Exhibit E and appears on its face to be duly authorized and executed by the Administrative Agent.
Section 5.2 — Temporary Release (Document-Out Procedures)
The Custodian may release a Receivable File (or specific documents contained therein) to the Seller on a temporary basis for specified purposes upon receipt of a Temporary Release Request in the form of Exhibit F hereto, duly executed by the Seller and countersigned by the Administrative Agent. Temporary releases may be requested for purposes including, without limitation: (i) correction, amendment, or re-execution of documents; (ii) enforcement of remedies against a defaulted obligor; or (iii) servicing or administration needs requiring access to original documents.
The following conditions and procedures shall apply to each temporary release:
(a) Maximum Duration. Temporary releases shall not exceed fifteen (15) Business Days from the date of release unless extended in writing by the Administrative Agent, which extension may be granted or withheld in the Administrative Agent's sole discretion.
(b) Tracking and Logging. The Custodian shall maintain a log of all temporary releases, including the date of release, the identity of the Receivable File or documents released, the purpose of the release, the expected return date, and the actual return date.
(c) Prompt Return. The Seller shall return (or cause to be returned) any temporarily released Receivable File or document to the Custodian on or before the expiration of the applicable temporary release period.
(d) Notification of Non-Return. If any Receivable File or document has not been returned to the Custodian by the close of business on the last day of the permitted temporary release period, the Custodian shall promptly (and in no event later than the next Business Day) notify the Administrative Agent in writing of such non-return, specifying the Receivable File or document involved and the date on which the temporary release period expired.
During the period of any temporary release, the Trust Receipt issued with respect to the related Receivable File shall be deemed suspended, and the Administrative Agent may, in its sole discretion, take such actions as it deems appropriate under the MRA, including requiring the Seller to repurchase the related Purchased Receivable.
Section 5.3 — Release upon Facility Termination
Upon the termination or expiration of the MRA (including, without limitation, upon the Facility Maturity Date of August 28, 2027), provided that all obligations of the Seller and all other obligations under the MRA have been satisfied in full (as certified in writing by the Administrative Agent), the following procedures shall apply:
(a) The Administrative Agent shall deliver a written instruction to the Custodian directing the release of all remaining Receivable Files held by the Custodian to the Seller (or to such other designee as the Administrative Agent may specify in such instruction).
(b) The Custodian shall release all such Receivable Files within five (5) Business Days of receipt of such written instruction, and shall deliver such Receivable Files to the Seller (or its designee) at the address specified in the instruction, by a method of delivery that provides for tracking and confirmation of receipt.
(c) Upon completion of such release, the Custodian shall deliver to the Administrative Agent and the Seller a written confirmation that all Receivable Files have been released and that the Custodian holds no further Receivable Files under this Agreement.
Section 5.4 — Release for Securitization
The Parties acknowledge that the Seller and Skybridge anticipate effecting a term securitization of the Purchased Receivables (currently expected in the fourth quarter of 2026). In connection with any such securitization or any other transaction requiring the transfer of Purchased Receivables to a successor custodian, trustee, or indenture trustee, the Administrative Agent may direct the Custodian to transfer Receivable Files to a successor custodian or trustee designated by the Seller and approved by the Administrative Agent (such approval not to be unreasonably withheld). Such transfer shall be conditioned upon:
(a) the repurchase or defeasance of the related Purchased Receivables under the MRA, or the written confirmation by the Administrative Agent that its security interest in such Receivable Files has been released or will be released simultaneously with such transfer; and
(b) delivery of a written instruction from the Administrative Agent to the Custodian, specifying the identity and address of the successor custodian or trustee and the Receivable Files to be transferred.
The Custodian shall effect such transfer within five (5) Business Days of receipt of such written instruction (or such longer period as may be reasonably necessary given the volume of Receivable Files involved), and shall obtain and retain a written acknowledgment of receipt from the successor custodian or trustee with respect to each Receivable File so transferred. The costs and expenses of any such transfer shall be borne by the Seller.
ARTICLE VI — CUSTODIAN'S REPRESENTATIONS AND WARRANTIES
The Custodian hereby represents and warrants to the Seller and the Administrative Agent, as of the date hereof and as of the Closing Date, as follows:
Section 6.1 — Organization and Authority
The Custodian is a trust company duly organized, validly existing, and in good standing under the laws of the State of Connecticut. The Custodian has full power, authority, and legal right to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or other organizational action on the part of the Custodian, and no further approval, consent, authorization, or other action by or filing with any governmental authority or other person is required in connection therewith.
Section 6.2 — No Conflicts
The execution, delivery, and performance of this Agreement by the Custodian does not and will not (a) violate or conflict with, or result in a breach of, any provision of the Custodian's charter, certificate of organization, bylaws, or other governing documents; (b) violate or conflict with, or result in a breach of, or constitute a default (or an event that, with or without notice or lapse of time, or both, would constitute a default) under, any agreement, contract, indenture, mortgage, or other instrument to which the Custodian is a party or by which the Custodian or any of its property or assets is bound; or (c) violate any order, writ, judgment, injunction, decree, statute, rule, or regulation applicable to the Custodian.
Section 6.3 — Compliance with Law
The Custodian is in compliance in all material respects with all applicable federal, state, and local laws, rules, regulations, and orders governing its custodial and trust activities, including without limitation the applicable regulations of the Connecticut Department of Banking and any other regulatory authority with jurisdiction over the Custodian.
Section 6.4 — Insurance
The Custodian maintains (and shall continue to maintain throughout the term of this Agreement) adequate errors and omissions insurance and fidelity bond coverage with respect to its custodial activities, in amounts and with insurers reasonably satisfactory to the Administrative Agent. The Custodian shall provide evidence of such insurance coverage to the Administrative Agent upon request, and shall promptly notify the Administrative Agent of any material reduction in or cancellation of such coverage.
Section 6.5 — No Adverse Claims
The Custodian has no knowledge of any adverse claims, liens, security interests, encumbrances, or other claims of any nature whatsoever to or against any Receivable File held by it hereunder, other than the interests of the Administrative Agent and the Buyers arising under the MRA and this Agreement. To the knowledge of the Custodian, no litigation, proceeding, or investigation is pending or threatened that could reasonably be expected to adversely affect the Custodian's ability to perform its obligations under this Agreement.
ARTICLE VII — SELLER'S REPRESENTATIONS AND WARRANTIES
The Seller hereby represents and warrants to the Administrative Agent and the Custodian, as of the date hereof, as of the Closing Date, and as of the date of each delivery of a Receivable File to the Custodian, as follows:
Section 7.1 — Organization and Authority
SBF Warehouse I LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (DE Entity File No. 8102356; EIN: 93-1784620). The Seller has full power, authority, and legal right to execute, deliver, and perform its obligations under this Agreement and to deliver the Receivable Files to the Custodian. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary limited liability company action on the part of the Seller, and no further approval, consent, authorization, or other action by or filing with any governmental authority or other person is required in connection therewith.
Section 7.2 — True and Complete Receivable Files
The Seller represents and warrants that each Receivable File delivered to the Custodian hereunder will be true, correct, and complete in all material respects and will constitute the complete loan file for the related Purchased Receivable, containing all documents and instruments required by the Receivable File Checklist. All receivables evidenced by the Receivable Files were originated by Skybridge Fintech Ltd. in the ordinary course of its consumer lending business, under and in accordance with its Consumer Installment Loan Underwriting Guidelines, Version 7.2 (effective September 1, 2025), as the same may have been in effect as of the date of origination of each such receivable.
Section 7.3 — No Adverse Claims
The Seller represents and warrants that it has transferred all of its right, title, and interest in and to each Purchased Receivable to the Administrative Agent (for the benefit of the Buyers) pursuant to the MRA, and that, as of the date of delivery of each related Receivable File to the Custodian, no other person has any lien, claim, encumbrance, security interest, or other interest in or to such Receivable File or the related Purchased Receivable, other than the interests of the Administrative Agent and the Buyers arising under the MRA and the Transaction Documents. The Seller has not sold, pledged, assigned, or otherwise encumbered or disposed of any interest in any Receivable File or Purchased Receivable to any person other than the Administrative Agent.
Section 7.4 — Compliance with Privacy Laws
The Seller represents and warrants that the Receivable Files have been compiled, maintained, and delivered to the Custodian in compliance in all material respects with all applicable federal and state consumer privacy and data protection laws, rules, and regulations, including without limitation the Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801–6809), the implementing regulations thereunder (including Regulation P, 12 C.F.R. Part 1016), the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.), the California Consumer Privacy Act (as amended by the California Privacy Rights Act), and any applicable state data breach notification statutes. The Seller has obtained all necessary consents and authorizations from obligors for the collection, use, storage, and disclosure of personal information contained in the Receivable Files to the extent required by applicable law, including disclosure to the Custodian, the Administrative Agent, the Buyers, and the Verification Agent.
ARTICLE VIII — CUSTODIAN'S DUTIES AND OBLIGATIONS
Section 8.1 — Duties Limited
The Custodian shall have only those duties and obligations expressly set forth in this Agreement and shall not be subject to any other duties or obligations, whether express or implied, by operation of law or otherwise. The Custodian shall have no implied duties or obligations, including without limitation any fiduciary duties (other than such duties as are expressly set forth herein). The Custodian shall not be required to take any action that it reasonably believes would (a) conflict with any applicable federal or state law, rule, regulation, or court order, (b) subject it to personal liability, or (c) require the expenditure or risk of its own funds.
Section 8.2 — Reliance on Instructions
The Custodian may rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, request, certificate, consent, direction, or other document or communication (including any such communication delivered by email) believed by it in good faith to be genuine and to have been signed, sent, or presented by the appropriate person or persons authorized to act on behalf of the relevant Party. The Custodian shall have no obligation to independently verify the authority, authenticity, or validity of any such notice, instruction, or communication unless circumstances known to the Custodian raise a substantial question as to the genuineness or authority thereof, in which case the Custodian shall promptly notify the Administrative Agent and the Seller and shall not be required to act until such question has been resolved to the Custodian's reasonable satisfaction.
The Custodian may consult with legal counsel of its own choosing (which may be internal counsel) with respect to any question or matter arising under this Agreement, and the advice or opinion of such counsel shall constitute full and complete authorization and protection with respect to any action taken, omitted, or suffered by the Custodian in good faith and in accordance with such advice or opinion.
Section 8.3 — Monthly Reporting
The Custodian shall prepare and deliver to the Seller and the Administrative Agent a monthly custodial report (each, a "Custodial Report") no later than the tenth (10th) Business Day of each calendar month with respect to the immediately preceding calendar month. Each Custodial Report shall contain the following information:
(a) a summary of all Receivable Files held by the Custodian as of the last Business Day of the reporting period, including total count of Receivable Files;
(b) the aggregate outstanding principal balance (based on the most recent information available to the Custodian) of all Receivable Files held as of the last Business Day of the reporting period;
(c) a listing of all new Receivable Files received during the reporting period, including the related loan numbers and Trust Receipt dates;
(d) a listing of all releases (permanent and temporary) during the reporting period, including the related loan numbers, the date of release, and the nature of the release (permanent release, temporary release, or release for securitization transfer);
(e) an Exception Report summary identifying any outstanding exceptions as of the end of the reporting period, including the loan number, the nature of each exception, the date of the original Exception Report, and the current cure status; and
(f) such other information as the Administrative Agent may reasonably request from time to time.
The Custodial Report shall be delivered in electronic format (PDF or such other format as the Administrative Agent may reasonably specify) via secure electronic transmission to the email addresses designated by the Administrative Agent and the Seller from time to time.
Section 8.4 — Cooperation with Verification Agent
The Custodian shall cooperate fully with Brindoval Analytics, Inc. (the "Verification Agent"), or any successor Verification Agent appointed by the Administrative Agent under the MRA, and shall provide the Verification Agent with access to the Receivable Files, Trust Receipts, Exception Reports, Final Certifications, and the Custodian's records and tracking systems, as directed by the Administrative Agent in writing from time to time, for purposes of collateral-tape verification, periodic surveillance, and such other reviews and analyses as the Administrative Agent may deem appropriate in connection with the MRA. Such cooperation shall include, without limitation, providing copies of requested documents, facilitating on-site inspections, and responding to inquiries within two (2) Business Days of receipt.
Section 8.5 — Notices
The Custodian shall promptly (and in no event later than one (1) Business Day after becoming aware thereof) notify the Administrative Agent and the Seller in writing of:
(a) any loss, destruction, theft, or material damage to any Receivable File or any document contained therein;