EXECUTION VERSION
MASTER REPURCHASE AGREEMENT
dated as of
February 28, 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 Committed Buyer,
and
RIDGELINE CAPITAL MARKETS LLC, a New York limited liability company, as Participating Buyer
Maximum Facility Amount: $40,000,000
TABLE OF CONTENTS
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RECITALS
WHEREAS, SBF Warehouse I LLC, a Delaware limited liability company ("Seller"), is a wholly owned, bankruptcy-remote special-purpose subsidiary of Skybridge Fintech Ltd., a Delaware corporation ("Performance Guarantor" or "Skybridge");
WHEREAS, Seller desires to sell, and the Buyers (as defined herein) desire to purchase, from time to time, certain Eligible Receivables consisting of consumer installment loan receivables originated by Skybridge through its direct-to-consumer digital lending platform, on the terms and subject to the conditions set forth herein;
WHEREAS, Pinnacle Atlantic Bank, N.A., a national banking association ("Administrative Agent" and "Committed Buyer"), has agreed to act as Administrative Agent for the Buyers under this Agreement and as a Committed Buyer with a commitment in the amount of Thirty Million Dollars ($30,000,000), representing seventy-five percent (75%) of the Maximum Facility Amount;
WHEREAS, Ridgeline Capital Markets LLC, a New York limited liability company ("Participating Buyer"), has agreed to act as a Participating Buyer under this Agreement with a commitment in the amount of Ten Million Dollars ($10,000,000), representing twenty-five percent (25%) of the Maximum Facility Amount;
WHEREAS, the aggregate Maximum Facility Amount under this Agreement is Forty Million Dollars ($40,000,000);
WHEREAS, the Receivables to be sold hereunder are transferred from Skybridge to Seller pursuant to that certain Sale and Contribution Agreement dated as of February 28, 2026, by and between Skybridge Fintech Ltd. and SBF Warehouse I LLC (the "Sale and Contribution Agreement");
WHEREAS, Receivable files relating to the Purchased Receivables are held by Ironclad Trust Company, a Connecticut-chartered trust company, as Custodian, pursuant to that certain Tri-Party Custodial Agreement dated as of February 14, 2026, among Seller, Administrative Agent, and Ironclad Trust Company (the "Custodial Agreement");
WHEREAS, Skybridge serves as Servicer of the Purchased Receivables pursuant to that certain Servicing Agreement dated as of February 28, 2026, between Seller and Skybridge Fintech Ltd. (the "Servicing Agreement");
WHEREAS, Skybridge has executed a Performance Guaranty dated as of February 28, 2026 (the "Performance Guaranty") in favor of Administrative Agent, for the benefit of the Buyers, guaranteeing Seller's obligations hereunder, subject to the terms and conditions set forth therein;
WHEREAS, the eligibility criteria and concentration limits applicable to the Receivables to be sold hereunder have been agreed upon by the parties as of February 7, 2026, and are incorporated herein as Schedule I (the "Eligibility Criteria and Concentration Limits Schedule"); and
WHEREAS, the parties desire to set forth the terms and conditions upon which Purchase Transactions and Repurchase Transactions shall be effected hereunder.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Account Control Agreement" means the Deposit Account Control Agreement dated as of or about the Closing Date, by and among Seller, Administrative Agent, and Pinnacle Atlantic Bank, N.A. (in its capacity as depositary bank), granting Administrative Agent "control" (as defined in Section 9-104 of the UCC) over the Collection Account, and any similar agreement with respect to the Reserve Account, in each case, as may be amended, restated, supplemented, or otherwise modified from time to time.
"Adjusted SOFR" means, for any day, SOFR as published by the Federal Reserve Bank of New York (or a successor administrator) on the Federal Reserve Bank of New York's website (or any successor source), adjusted for any applicable floor; provided, that in no event shall Adjusted SOFR be less than zero percent (0.00%) per annum (the "SOFR Floor").
"Administrative Agent" means Pinnacle Atlantic Bank, N.A., a national banking association, in its capacity as administrative agent for the Buyers under this Agreement, with principal offices at 201 South Tryon Street, 34th Floor, Charlotte, North Carolina 28202, together with its successors and assigns in such capacity.
"Administrative Agent Fee" means the annual fee of Seventy-Five Thousand Dollars ($75,000) payable by Seller to Administrative Agent as set forth in the Fee Letter, payable semi-annually in installments of Thirty-Seven Thousand Five Hundred Dollars ($37,500) each on the Closing Date and each six-month anniversary thereof during the Facility Term.
"Advance Rate" means eighty-five percent (85%) of the Cut-Off Date Principal Balance of the applicable Eligible Receivables, subject to adjustment pursuant to Section 4.04 hereof.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to control another Person if such Person owns, directly or indirectly, more than fifty percent (50%) of the voting equity interests of such other Person.
"Agreement" means this Master Repurchase Agreement, dated as of February 28, 2026, among Seller, Administrative Agent, and the Buyers, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Amortization Period" means the period commencing on the day immediately following the last day of the Revolving Period (i.e., commencing on August 29, 2026) and ending on the Facility Maturity Date (i.e., ending on August 28, 2027), or such earlier date as the Revolving Period is terminated in accordance with the terms hereof.
"AML Laws" means, collectively, the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the USA PATRIOT Act, and all regulations, rules, and guidance promulgated thereunder, together with all other applicable anti-money laundering laws and regulations of the United States.
"Applicable Margin" means two hundred sixty (260) basis points (2.60%) per annum.
"Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time.
"Bankruptcy Event" means, with respect to any Person, (a) such Person shall commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under the Bankruptcy Code or any other applicable bankruptcy, insolvency, or similar law; (b) such Person shall consent to any such relief or to the appointment of or taking possession by any receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar official; (c) such Person shall make a general assignment for the benefit of creditors; (d) such Person shall become unable to, or shall admit in writing its inability to, pay its debts generally as they become due; (e) an involuntary case or other proceeding shall be commenced against such Person seeking liquidation, reorganization, or other relief with respect to it or its debts under the Bankruptcy Code or any other applicable bankruptcy, insolvency, or similar law, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of sixty (60) consecutive days; or (f) an order for relief shall be entered against such Person under the Bankruptcy Code.
"Benchmark Replacement" has the meaning set forth in Section 1.03.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York, or Charlotte, North Carolina, are authorized or required by law to remain closed; provided, that for purposes of any determination of SOFR, "Business Day" means any day on which the Federal Reserve Bank of New York (or its successor) is open for business and the Securities Industry and Financial Markets Association (SIFMA) has not recommended that its members be closed for the day.
"Buyer" or "Buyers" means, collectively, the Committed Buyer and the Participating Buyer, and, individually, any one of them, together with their respective successors and assigns.
"Change of Control" means (a) with respect to Seller, any transfer, sale, assignment, pledge, or other disposition (whether voluntary or involuntary, by operation of law or otherwise) of any equity interest in Seller to any Person other than Skybridge Fintech Ltd.; (b) with respect to Skybridge Fintech Ltd., (i) any transaction or series of related transactions pursuant to which any Person or "group" (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended) acquires, directly or indirectly, beneficial ownership of more than fifty percent (50%) of the total voting power of the equity interests of Skybridge, (ii) the sale, lease, transfer, or other disposition of all or substantially all of the assets of Skybridge to any Person other than to a wholly owned subsidiary, or (iii) any merger, consolidation, or amalgamation in which Skybridge is not the surviving entity.
"Closing Date" means February 28, 2026.
"Collection Account" means the segregated deposit account established and maintained at Pinnacle Atlantic Bank, N.A. in the name of Seller (for the benefit of Administrative Agent), subject to the Account Control Agreement, into which all collections on Purchased Receivables shall be deposited, as more fully described in Section 2.08(a).
"Committed Buyer" means Pinnacle Atlantic Bank, N.A., a national banking association, in its capacity as a Buyer hereunder, with a commitment in the amount of Thirty Million Dollars ($30,000,000), representing seventy-five percent (75%) of the Maximum Facility Amount, together with its successors and assigns in such capacity.
"Compliance Certificate" means a certificate in substantially the form of Exhibit C attached hereto.
"Concentration Limits" means the concentration limits set forth in Part B of Schedule I hereto, as the same may be amended from time to time with the prior written consent of Administrative Agent.
"Custodial Agreement" means that certain Tri-Party Custodial Agreement, dated as of February 14, 2026, among Seller, Administrative Agent, and Ironclad Trust Company, as Custodian, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Custodian" means Ironclad Trust Company, a Connecticut-chartered trust company, with principal offices at 185 Asylum Street, Suite 900, Hartford, Connecticut 06103, in its capacity as custodian under the Custodial Agreement, together with its successors and assigns in such capacity.
"Cut-Off Date" means, with respect to any Purchase Date, the last day of the calendar month immediately preceding such Purchase Date, or such other date as may be mutually agreed in writing by Seller and Administrative Agent.
"Cut-Off Date Principal Balance" means, with respect to any Eligible Receivable, the outstanding principal balance of such Eligible Receivable as of the close of business on the applicable Cut-Off Date, after giving effect to all payments received and applied on or prior to such date.
"Default" means any event, condition, or circumstance which, with the giving of notice, the lapse of time, or both, would constitute an Event of Default under this Agreement.
"Default Rate" means the Pricing Rate then in effect plus two hundred (200) basis points (2.00%) per annum.
"Eligible Receivable" means a Receivable that, as of the applicable Purchase Date and Cut-Off Date, satisfies all of the eligibility criteria set forth in Part A of Schedule I hereto.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.
"Event of Default" has the meaning set forth in Section 8.01.
"Facility Maturity Date" means August 28, 2027 (eighteen (18) months from the Closing Date), unless accelerated in accordance with the terms hereof.
"Facility Term" means the period commencing on the Closing Date and ending on the Facility Maturity Date.
"FCRA" means the Fair Credit Reporting Act, 15 U.S.C. §§ 1681 et seq., as amended from time to time, and the regulations promulgated thereunder.
"FDCPA" means the Fair Debt Collection Practices Act, 15 U.S.C. §§ 1692 et seq., as amended from time to time, and the regulations promulgated thereunder.
"Fee Letter" means the letter agreement, dated as of February 28, 2026, among Seller, Performance Guarantor, and Administrative Agent, setting forth certain fees payable in connection with this Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"FICO Score" means the credit score of an Obligor as determined at the time of origination of the related Receivable using the FICO scoring model published by Harborview Partners LLC.
"Governmental Authority" means any federal, state, municipal, national, foreign, or other government, governmental department, commission, board, bureau, court, agency, or instrumentality, or political subdivision thereof, or any entity or officer exercising executive, legislative, judicial, regulatory, taxing, or administrative functions of or pertaining to any government, or any arbitrator with authority to bind a party at law.
"Indemnified Party" has the meaning set forth in Section 9.01.
"Interest Period" means, with respect to any Purchase Transaction, the period commencing on (and including) the Purchase Date or the first day of the current Interest Period, as applicable, and ending on (but excluding) the earlier of (a) the next succeeding Payment Date and (b) the Repurchase Date or Facility Maturity Date.
"Investment Company Act" means the Investment Company Act of 1940, as amended from time to time, and the rules and regulations promulgated thereunder.
"Margin Call Notice" means a written notice from Administrative Agent to Seller specifying the existence and amount of a Margin Deficit and requesting the cure thereof in accordance with Section 4.03.
"Margin Deficit" has the meaning set forth in Section 4.02.
"Market Value" means, with respect to any Purchased Receivable or pool of Purchased Receivables, the fair market value thereof as determined by Administrative Agent in its commercially reasonable discretion, taking into account such factors as delinquency, default, loss, and prepayment performance, remaining term, coupon, credit quality, general market conditions, and comparable collateral valuations.
"Material Adverse Effect" means any event, circumstance, condition, or change that, individually or in the aggregate, (a) has or could reasonably be expected to have a material adverse effect on the business, operations, assets, financial condition, or prospects of Seller, Performance Guarantor, or Servicer, (b) materially impairs the ability of Seller, Performance Guarantor, or Servicer to perform its obligations under any Transaction Document, (c) materially impairs the value, collectability, or enforceability of the Purchased Receivables, taken as a whole, or (d) materially adversely affects the rights, interests, or remedies of Administrative Agent or the Buyers under any Transaction Document.
"Maximum Facility Amount" means Forty Million Dollars ($40,000,000), as such amount may be permanently reduced from time to time in accordance with Section 2.06.
"Obligor" means the individual consumer borrower obligated under a Receivable.
"Officer's Certificate" means a certificate in substantially the form of Exhibit E attached hereto, executed by a duly authorized officer of the applicable Person.
"Originator" means Skybridge Fintech Ltd., a Delaware corporation, in its capacity as the originator of the Receivables.
"Participating Buyer" means Ridgeline Capital Markets LLC, a New York limited liability company, with a commitment in the amount of Ten Million Dollars ($10,000,000), representing twenty-five percent (25%) of the Maximum Facility Amount, with principal offices at 599 Lexington Avenue, 22nd Floor, New York, New York 10022, together with its successors and assigns in such capacity.
"Payment Date" means the fifteenth (15th) day of each calendar month during the Facility Term (or, if such day is not a Business Day, the next succeeding Business Day), commencing on March 15, 2026.
"Payment Waterfall" has the meaning set forth in Section 2.07.
"Performance Guarantor" means Skybridge Fintech Ltd., a Delaware corporation, EIN 84-3291507, with principal offices at 400 North Market Street, Suite 1200, Wilmington, Delaware 19801, together with its successors and permitted assigns.
"Performance Guaranty" means that certain Performance Guaranty, dated as of February 28, 2026, executed by Skybridge Fintech Ltd. in favor of Administrative Agent, for the benefit of the Buyers, guaranteeing the obligations of Seller under this Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Performance Triggers" means the portfolio performance triggers set forth in Schedule III hereto.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Authority, or any other entity.
"Pricing Rate" means, for any Interest Period, Adjusted SOFR plus the Applicable Margin (i.e., SOFR + 2.60% per annum). By way of illustration only and not as a binding determination, as of January 15, 2026, SOFR was 4.33% per annum and accordingly the indicative all-in Pricing Rate as of such date would have been 6.93% per annum.
"Pro Rata Share" means, with respect to each Buyer, the ratio (expressed as a percentage) of such Buyer's commitment to the Maximum Facility Amount, as follows: (a) with respect to the Committed Buyer, seventy-five percent (75%); and (b) with respect to the Participating Buyer, twenty-five percent (25%); in each case as such commitments may be adjusted from time to time in accordance with the terms hereof.
"Purchase Date" means each date on which a Purchase Transaction occurs hereunder.
"Purchase Price" means, with respect to any Purchased Receivable, an amount equal to the product of (a) the Advance Rate and (b) the Cut-Off Date Principal Balance of such Eligible Receivable (i.e., 85% multiplied by the Cut-Off Date Principal Balance).
"Purchase Request" means a written request from Seller to Administrative Agent in substantially the form of Exhibit A attached hereto, requesting a Purchase Transaction hereunder.
"Purchase Transaction" means a transaction in which Seller sells, and the Buyers purchase, Eligible Receivables hereunder.
"Purchased Receivable" means an Eligible Receivable that is the subject of a Purchase Transaction hereunder and that has not been repurchased by Seller in accordance with Section 2.03 or otherwise released from the terms hereof.
"Receivable" means a consumer installment loan receivable originated by Skybridge through its direct-to-consumer digital lending platform, having an original term of not less than twelve (12) months and not more than sixty (60) months and an original principal balance of not less than Two Thousand Dollars ($2,000) and not more than Thirty-Five Thousand Dollars ($35,000), including, without limitation, all rights to payments of principal and interest due thereunder, all guarantees, insurance, and other agreements or arrangements of whatever character from time to time supporting or securing payment thereof, and all proceeds thereof.
"Receivable File" means, with respect to any Receivable, the original or copies (including electronic copies) of the promissory note (or electronic equivalent thereof), loan agreement, truth-in-lending disclosure, and all other documents or files evidencing or relating to such Receivable, as specified in the Custodial Agreement.
"Receivable Schedule" means the schedule of Receivables delivered by Seller to Administrative Agent in connection with each Purchase Transaction, identifying each Receivable by account number, Obligor name, original principal balance, Cut-Off Date Principal Balance, origination date, original term, remaining term, interest rate, FICO Score, and state of Obligor residence.
"Repurchase Date" means the date on which Seller repurchases Purchased Receivables in accordance with Section 2.03, including the Facility Maturity Date with respect to all remaining Purchased Receivables.
"Repurchase Notice" means a written notice from Seller to Administrative Agent in substantially the form of Exhibit B attached hereto, designating the Purchased Receivables to be repurchased and specifying the applicable Repurchase Price.
"Repurchase Price" means, with respect to any Purchased Receivable, an amount equal to the sum of (a) the Purchase Price of such Purchased Receivable, plus (b) all accrued and unpaid Price Differential thereon through and including the Repurchase Date, plus (c) any other amounts then due and owing by Seller to Buyers in respect of such Purchased Receivable under this Agreement.
"Required Buyers" has the meaning set forth in Section 8.03.
"Reserve Account" means a segregated deposit account, if any, established and maintained at Pinnacle Atlantic Bank, N.A. in the name of Seller (for the benefit of Administrative Agent), subject to the Account Control Agreement, as more fully described in Section 2.08(b).
"Revolving Period" means the period commencing on the Closing Date and ending on the earlier of (a) August 28, 2026 (six (6) months from the Closing Date) and (b) the date on which the Revolving Period is terminated in accordance with the terms hereof (including upon the occurrence and continuance of an Event of Default).
"Sale and Contribution Agreement" means that certain Sale and Contribution Agreement, dated as of February 28, 2026, between Skybridge Fintech Ltd., as seller, and SBF Warehouse I LLC, as purchaser, pursuant to which Receivables are transferred from Skybridge to 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, EIN 93-1784620, Delaware Entity File No. 8102356, with registered office at c/o Skybridge Fintech Ltd., 400 North Market Street, Suite 1200, Wilmington, Delaware 19801, together with its successors and permitted assigns.
"Servicer" means Skybridge Fintech Ltd., a Delaware corporation, in its capacity as servicer of the Purchased Receivables under the Servicing Agreement, together with its successors and permitted assigns in such capacity.
"Servicer Report" means a report in substantially the form of Exhibit D attached hereto.
"Servicing Agreement" means that certain Servicing Agreement, dated as of February 28, 2026, between Seller and Skybridge Fintech Ltd., as Servicer, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"SOFR" means the Secured Overnight Financing Rate as published by the Federal Reserve Bank of New York (or a successor administrator of the SOFR) on the Federal Reserve Bank of New York's website (currently at https://apps.newyorkfed.org) or any successor source.
"SOFR Floor" means zero percent (0.00%) per annum.
"Transaction Documents" means, collectively, this Agreement, the Performance Guaranty, the Sale and Contribution Agreement, the Custodial Agreement, the Servicing Agreement, the Fee Letter, the Account Control Agreement, and all other documents, certificates, instruments, and agreements executed and delivered by or on behalf of Seller, Performance Guarantor, Servicer, Custodian, or any other party in connection herewith, in each case as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, that if, by reason of mandatory provisions of law, the validity, perfection, priority, or enforcement of any security interest granted hereunder is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such validity, perfection, priority, or enforcement.
"Underwriting Guidelines" means the Skybridge Consumer Installment Loan Underwriting Guidelines, Version 7.2, effective September 1, 2025, as may be amended from time to time with Administrative Agent's prior written consent in accordance with Section 7.06.
"Upfront Fee" means the non-refundable structuring fee in the amount of Two Hundred Thousand Dollars ($200,000) (equal to fifty (50) basis points multiplied by the Maximum Facility Amount of $40,000,000), payable by Seller to Administrative Agent on the Closing Date as set forth in the Fee Letter.
"USA PATRIOT Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56, as amended from time to time.
"Verification Agent" means Brindoval Analytics, Inc., a Texas corporation, with principal offices at 816 Congress Avenue, Suite 1400, Austin, Texas 78701, or such other third-party verification agent as may be engaged by Administrative Agent from time to time.
Section 1.02 — Interpretation
(a) Unless the context otherwise requires, (i) terms used herein that are defined in the UCC shall have the meanings set forth in the UCC; (ii) the headings and captions in this Agreement are for convenience of reference only and shall not define, limit, or otherwise affect the meaning or interpretation of any provision of this Agreement; (iii) words importing the singular number shall include the plural and vice versa; (iv) the term "including" (and with correlative meaning, "include" and "includes") means including without limiting the generality of any description preceding or following such term; (v) references to any Article, Section, Schedule, or Exhibit are to Articles, Sections, Schedules, and Exhibits of this Agreement unless otherwise specified; (vi) references to any agreement, instrument, or document (including this Agreement) include all amendments, supplements, restatements, and other modifications thereto and thereof and all replacements and substitutions therefor; (vii) references to any Person include such Person's successors and permitted assigns; and (viii) references to any law, statute, regulation, rule, or order include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law, statute, regulation, rule, or order.
(b) Unless otherwise specified, all references to times of day shall be to Eastern Time. If the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, the time for the giving of such notice or the performance of such act shall be extended to the next succeeding Business Day.
(c) References herein to the UCC shall mean the Uniform Commercial Code as in effect in the State of New York, unless otherwise specified.
(d) As used in this Agreement, the phrase "to the knowledge of" or "known to" any Person means the actual knowledge of any officer, director, manager, or responsible employee of such Person, after reasonable inquiry.
Section 1.03 — SOFR Benchmark Provisions
(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, if Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) SOFR has been permanently or indefinitely discontinued, (ii) the administrator of SOFR or a Governmental Authority having jurisdiction over such administrator has made a public statement or published information announcing that SOFR is no longer representative or may no longer be used, or (iii) a "Benchmark Transition Event" has occurred, then Administrative Agent shall, in consultation with Seller, select an alternative benchmark rate (the "Benchmark Replacement") and make such conforming changes to this Agreement as may be necessary or appropriate to implement such Benchmark Replacement, in each case giving due consideration to (x) any selection or recommendation by the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, or any committee thereof and (y) then-prevailing market conventions for determining a rate of interest for substantially similar transactions.
(b) Benchmark Replacement Waterfall. The Benchmark Replacement shall be determined by Administrative Agent in the following order of priority:
(i) the rate designated by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York as the replacement for SOFR (including any recommended spread adjustment);
(ii) the rate that is selected by Administrative Agent and Seller as the replacement benchmark, giving due consideration to (A) any evolving or then-prevailing market convention for similar U.S. dollar-denominated credit facilities and (B) the spread adjustment (which may be positive, negative, or zero) that would make such rate economically equivalent to the Pricing Rate that would have been in effect under this Agreement absent such benchmark transition; and
(iii) such other rate as Administrative Agent shall determine in its reasonable discretion to be the most appropriate alternative to SOFR, together with any spread adjustment determined by Administrative Agent.
(c) Benchmark Unavailability. At any time that SOFR is unavailable or, in the determination of Administrative Agent, is not ascertainable, the Pricing Rate shall be calculated using the last available SOFR determination until a Benchmark Replacement is established in accordance with this Section 1.03.
(d) Conforming Changes. In connection with the implementation of a Benchmark Replacement, Administrative Agent shall have the right to make Benchmark Replacement Conforming Changes from time to time, and any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of Seller or any Buyer. Administrative Agent will promptly notify Seller and each Buyer of the implementation of any Benchmark Replacement and the effectiveness of any Benchmark Replacement Conforming Changes.
(e) Defined Terms. As used in this Section 1.03, "Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative, or operational changes (including changes to the definition of "Interest Period," timing and frequency of determining rates and making payments of interest, and other administrative matters) that Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by Administrative Agent in a manner substantially consistent with market practice (or, if Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as Administrative Agent determines is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).
ARTICLE II — THE FACILITY; PURCHASE AND REPURCHASE TRANSACTIONS
Section 2.01 — The Facility
(a) Establishment of Facility. Subject to the terms and conditions of this Agreement, Administrative Agent and the Buyers hereby establish a master repurchase facility in favor of Seller with a Maximum Facility Amount of Forty Million Dollars ($40,000,000) (the "Facility"). During the Revolving Period, Seller may, from time to time, sell Eligible Receivables to the Buyers, and the Buyers shall purchase such Eligible Receivables from Seller, in Purchase Transactions in accordance with Section 2.02 hereof.
(b) Buyer Commitments. The commitments of the Buyers under this Agreement are as follows:
(i) Committed Buyer. Pinnacle Atlantic Bank, N.A., as Committed Buyer, has a commitment of Thirty Million Dollars ($30,000,000), representing seventy-five percent (75%) of the Maximum Facility Amount. Subject to the terms and conditions hereof, the Committed Buyer irrevocably commits to fund its Pro Rata Share (75%) of each Purchase Transaction during the Revolving Period.
(ii) Participating Buyer. Ridgeline Capital Markets LLC, as Participating Buyer, has a commitment of Ten Million Dollars ($10,000,000), representing twenty-five percent (25%) of the Maximum Facility Amount. Subject to the terms and conditions hereof, the Participating Buyer irrevocably commits to fund its Pro Rata Share (25%) of each Purchase Transaction during the Revolving Period.
(c) Repurchase Agreement Characterization. Each Purchase Transaction entered into hereunder shall constitute a "Transaction" as such term is used in the repurchase agreement market. The Facility is structured as a master repurchase agreement, and the parties intend that each Purchase Transaction constitute a sale and purchase of Eligible Receivables and not a loan secured by Eligible Receivables. The parties further acknowledge and agree that this Agreement is intended to constitute a "repurchase agreement" as defined in Section 101(47) of the Bankruptcy Code and a "securities contract" as defined in Section 741(7) of the Bankruptcy Code, and that the rights and obligations of the parties hereunder are intended to be subject to the safe harbor protections afforded by Sections 555 and 559 of the Bankruptcy Code. Each party hereto further agrees that it shall not take any action or assert any position inconsistent with the foregoing characterization of the Purchase Transactions contemplated hereby.
(d) Non-Recourse Nature of Purchases. Except as expressly set forth herein and in the Performance Guaranty, the obligation of Seller to repurchase Purchased Receivables shall be the sole recourse of the Buyers against Seller with respect to the Purchased Receivables; provided, however, that the foregoing shall not limit (i) the obligations of Seller or Performance Guarantor under this Agreement, the Performance Guaranty, or any other Transaction Document, (ii) the rights of Administrative Agent and the Buyers with respect to the Collection Account, the Reserve Account, or any other collateral pledged hereunder, or (iii) any rights of indemnification under Article IX.
Section 2.02 — Purchase Transactions During the Revolving Period
(a) Purchase Requests. During the Revolving Period (commencing on the Closing Date and ending on August 28, 2026), Seller may request Purchase Transactions by delivering a Purchase Request in the form attached hereto as Exhibit A to Administrative Agent no later than two (2) Business Days prior to the proposed Purchase Date. Each Purchase Request shall be irrevocable upon delivery to Administrative Agent and shall constitute a representation and warranty by Seller that all conditions precedent set forth in Section 3.02 have been satisfied or waived as of the date of delivery thereof and will be satisfied on the proposed Purchase Date.
(b) Contents of Purchase Request. Each Purchase Request shall specify the following information:
(i) the proposed Purchase Date;
(ii) the aggregate Cut-Off Date Principal Balance of the Eligible Receivables to be sold in the proposed Purchase Transaction;
(iii) the proposed Purchase Price for such Purchase Transaction (calculated as 85% of the aggregate Cut-Off Date Principal Balance of the Eligible Receivables);
(iv) a Receivable Schedule identifying each Eligible Receivable to be included in such Purchase Transaction; and
(v) a confirmation that (A) all Eligibility Criteria set forth in Schedule I are satisfied with respect to each Eligible Receivable included in the Purchase Transaction, (B) all Concentration Limits set forth in Schedule I will be satisfied after giving effect to the Purchase Transaction, (C) no Default or Event of Default has occurred and is continuing or would result from the consummation of such Purchase Transaction, and (D) all representations and warranties of Seller set forth in Article V are true and correct in all material respects as of such date.
(c) Minimum Purchase Amount. The aggregate Purchase Price of Eligible Receivables sold in any single Purchase Transaction shall be not less than One Million Dollars ($1,000,000), unless otherwise agreed by Administrative Agent.
(d) Maximum Outstanding. At no time shall the aggregate outstanding Purchase Price of all Purchased Receivables exceed the Maximum Facility Amount of Forty Million Dollars ($40,000,000).
(e) Acceptance and Confirmation. Administrative Agent shall, within one (1) Business Day of receipt of a Purchase Request, confirm to Seller whether (i) the conditions precedent set forth in Section 3.02 have been satisfied and (ii) Administrative Agent accepts the Eligible Receivables proposed for purchase. Administrative Agent may, in its sole discretion, reject any Receivable that does not satisfy the Eligibility Criteria or that would cause a Concentration Limit to be exceeded. Administrative Agent shall notify Seller promptly of any such rejection and the reasons therefor.
(f) Funding. On each Purchase Date, each Buyer shall fund its Pro Rata Share of the Purchase Price by wire transfer of immediately available funds in United States dollars to the account designated by Seller in the Purchase Request (or as otherwise directed by Administrative Agent). The Committed Buyer shall fund seventy-five percent (75%) and the Participating Buyer shall fund twenty-five percent (25%) of the aggregate Purchase Price for each Purchase Transaction.
(g) Delivery of Receivable Files. Seller shall deliver or cause to be delivered to Custodian all Receivable Files relating to the Eligible Receivables included in each Purchase Transaction on or prior to the applicable Purchase Date, in accordance with the requirements of the Custodial Agreement. Custodian shall provide to Administrative Agent written confirmation of receipt and acceptance of such Receivable Files in accordance with the Custodial Agreement.
(h) Deemed Representations. Each delivery by Seller of a Purchase Request and each acceptance by Seller of proceeds of a Purchase Transaction shall constitute a representation and warranty by Seller as of the applicable Purchase Date that (i) all conditions precedent set forth in Section 3.02 are satisfied, (ii) each Eligible Receivable included in such Purchase Transaction satisfies all Eligibility Criteria, (iii) all representations and warranties set forth in Article V are true and correct in all material respects, and (iv) no Material Adverse Effect has occurred.
Section 2.03 — Repurchase Transactions
(a) Repurchase Generally. On each Repurchase Date (including the Facility Maturity Date), Seller shall repurchase from the Buyers all Purchased Receivables designated in the applicable Repurchase Notice at the Repurchase Price therefor. Payment of the Repurchase Price shall be made in immediately available funds in United States dollars to Administrative Agent, for distribution to the Buyers in accordance with their respective Pro Rata Shares.
(b) Voluntary Repurchases During Revolving Period. During the Revolving Period, Seller may elect to repurchase any or all Purchased Receivables upon not less than two (2) Business Days' prior written notice to Administrative Agent in the form of a Repurchase Notice (substantially in the form of Exhibit B attached hereto). Each voluntary Repurchase Notice shall be irrevocable and shall specify (i) the proposed Repurchase Date, (ii) the Purchased Receivables to be repurchased, and (iii) the Repurchase Price therefor. Upon payment in full of the applicable Repurchase Price, Administrative Agent shall release, or cause Custodian to release, the related Receivable Files to Seller.
(c) Mandatory Repurchase During Amortization Period. During the Amortization Period, Seller shall repurchase Purchased Receivables from collections received on the Purchased Receivables, applied in accordance with the Payment Waterfall set forth in Section 2.07(b). No new Purchase Transactions shall be permitted during the Amortization Period. All collections shall be applied in accordance with the Payment Waterfall, and amounts applied to the reduction of the aggregate outstanding Purchase Price pursuant to clause (5) of Section 2.07(b) shall be deemed to effect the repurchase of Purchased Receivables in such aggregate amount.
(d) Repurchase at Facility Maturity Date. On the Facility Maturity Date (August 28, 2027), Seller shall repurchase all outstanding Purchased Receivables at the applicable Repurchase Price. Upon payment in full of the aggregate Repurchase Price for all outstanding Purchased Receivables, together with all other amounts then due and owing hereunder, Administrative Agent shall release, or cause Custodian to release, all remaining Receivable Files to Seller, and the Facility shall terminate.
(e) Mandatory Repurchase for Ineligibility. If at any time after the Purchase Date a Purchased Receivable is determined not to have been an Eligible Receivable as of the applicable Purchase Date, or a breach of any representation or warranty set forth in Section 5.02 is discovered with respect to a Purchased Receivable, Seller shall, within five (5) Business Days after written notice from Administrative Agent, repurchase such Purchased Receivable at the Repurchase Price therefor. Such repurchase shall be the exclusive remedy of the Buyers with respect to any breach of the representations and warranties set forth in Section 5.02 relating to individual Purchased Receivables (without prejudice to any other rights or remedies of Administrative Agent or the Buyers hereunder, including under Article IX).
Section 2.04 — Price Differential
(a) Accrual. The price differential (the "Price Differential") shall accrue on the outstanding Purchase Price of each Purchased Receivable at the Pricing Rate (Adjusted SOFR plus 260 basis points per annum) from and including the applicable Purchase Date to but excluding the date on which such Purchased Receivable is repurchased in full.
(b) Day Count. The Price Differential shall be calculated on the basis of actual days elapsed over a year of three hundred sixty (360) days (actual/360 day-count convention).
(c) Payment. Accrued and unpaid Price Differential shall be payable monthly in arrears on each Payment Date, in accordance with the Payment Waterfall set forth in Section 2.07.
(d) Rate Determination. The Pricing Rate applicable to each Interest Period shall be determined by Administrative Agent by reference to Adjusted SOFR as of the second (2nd) Business Day preceding the commencement of such Interest Period (or such other date as Administrative Agent may determine in accordance with then-prevailing market conventions). Administrative Agent shall promptly notify Seller and each Buyer of the applicable Pricing Rate for each Interest Period. Each such determination shall be conclusive and binding absent manifest error. In no event shall the SOFR component of the Pricing Rate be less than the SOFR Floor of zero percent (0.00%) per annum.
(e) Default Interest. Upon the occurrence and during the continuance of an Event of Default, the Price Differential shall accrue at the Default Rate (i.e., the Pricing Rate plus 200 basis points per annum) on all outstanding amounts hereunder. Accrued default interest shall be payable on demand.
Section 2.05 — Payment Dates and Mechanics
(a) Payment Dates. All payments of Price Differential, fees, and other amounts due hereunder shall be payable on each Payment Date (the fifteenth (15th) day of each calendar month, or, if such day is not a Business Day, the next succeeding Business Day), commencing on March 15, 2026 and continuing on each Payment Date thereafter during the Facility Term.
(b) Immediately Available Funds. All payments hereunder shall be made in immediately available funds in lawful currency of the United States of America.
(c) Payments to Administrative Agent. All payments by Seller hereunder shall be made to Administrative Agent, at the wire transfer instructions set forth in Schedule IV hereto (or such other account as Administrative Agent may from time to time designate in writing), for distribution to the Buyers in accordance with their respective Pro Rata Shares.
(d) Business Day Convention. Whenever any payment hereunder shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of the Price Differential or any fee, as the case may be.
(e) Application of Payments. All payments received by Administrative Agent hereunder shall be applied in accordance with the Payment Waterfall set forth in Section 2.07.
Section 2.06 — Commitment Reductions
(a) Voluntary Reduction. Seller may, at any time, upon not less than five (5) Business Days' prior written notice to Administrative Agent, permanently reduce the Maximum Facility Amount. Any such reduction shall be in a minimum amount of Five Million Dollars ($5,000,000) and in integral multiples of One Million Dollars ($1,000,000) in excess thereof. Each such reduction shall be irrevocable.
(b) Pro Rata Reduction. Any reduction of the Maximum Facility Amount pursuant to this Section 2.06 shall be applied pro rata to each Buyer's commitment based on its Pro Rata Share. Upon any such reduction, the Committed Buyer's commitment shall be reduced by seventy-five percent (75%) of the reduction amount, and the Participating Buyer's commitment shall be reduced by twenty-five percent (25%) of the reduction amount.
(c) No Reduction Below Outstanding. In no event shall the Maximum Facility Amount be reduced to an amount less than the aggregate outstanding Purchase Price of all Purchased Receivables at the time of such reduction.
(d) No Reinstatement. Once reduced, the Maximum Facility Amount may not be reinstated.
Section 2.07 — Payment Waterfall
(a) Collections. All collections on Purchased Receivables (including all principal, interest, fees, late charges, and any other amounts received from or on behalf of Obligors) shall be deposited into the Collection Account in accordance with Section 6.10.
(b) Revolving Period Waterfall. During the Revolving Period, on each Payment Date, amounts on deposit in the Collection Account shall be applied in the following order of priority:
(1) first, to Administrative Agent, any accrued and unpaid fees and expenses of Administrative Agent (including the Administrative Agent Fee) then due and payable;
(2) second, to Custodian, any accrued and unpaid fees and expenses of Custodian under the Custodial Agreement then due and payable;
(3) third, to Servicer, any accrued and unpaid servicing fees and expenses under the Servicing Agreement then due and payable;
(4) fourth, to the Buyers (pro rata in accordance with their respective Pro Rata Shares), all accrued and unpaid Price Differential then due and payable; and
(5) fifth, to the extent no Default or Event of Default exists and no Margin Deficit remains uncured, any remaining amounts to Seller for release to Seller's general funds or as Seller may otherwise direct.
(c) Amortization Period Waterfall. During the Amortization Period, on each Payment Date, amounts on deposit in the Collection Account shall be applied in the following order of priority:
(1) first, to Administrative Agent, any accrued and unpaid fees and expenses of Administrative Agent (including the Administrative Agent Fee) then due and payable;
(2) second, to Custodian, any accrued and unpaid fees and expenses of Custodian under the Custodial Agreement then due and payable;
(3) third, to Servicer, any accrued and unpaid servicing fees and expenses under the Servicing Agreement then due and payable;
(4) fourth, to the Buyers (pro rata in accordance with their respective Pro Rata Shares), all accrued and unpaid Price Differential then due and payable;
(5) fifth, to the Buyers (pro rata in accordance with their respective Pro Rata Shares), to the reduction of the aggregate outstanding Purchase Price until the aggregate outstanding Purchase Price is reduced to zero; and
(6) sixth, after full repurchase of all Purchased Receivables and payment in full of all other amounts then due and owing hereunder, any remaining amounts to Seller.
(d) Default Waterfall. During the continuance of an Event of Default, all collections on Purchased Receivables shall be applied in the following order of priority:
(1) first, to Administrative Agent, any accrued and unpaid fees, expenses, and indemnification obligations of Administrative Agent then due and payable;
(2) second, to Custodian, any accrued and unpaid fees and expenses of Custodian under the Custodial Agreement then due and payable;
(3) third, to Servicer, any accrued and unpaid servicing fees and expenses under the Servicing Agreement then due and payable;
(4) fourth, to the Buyers (pro rata in accordance with their respective Pro Rata Shares), all accrued and unpaid Price Differential (including default interest) then due and payable;
(5) fifth, to the Buyers (pro rata in accordance with their respective Pro Rata Shares), to the reduction of the aggregate outstanding Purchase Price until the Buyers have been fully repaid; and
(6) sixth, to Seller, any remaining amounts (if any), after the Buyers have been repaid in full and all other obligations under this Agreement and the Transaction Documents have been satisfied.
Section 2.08 — Accounts
(a) Collection Account. On or prior to the Closing Date, Seller shall establish and maintain a segregated deposit account (the "Collection Account") at Pinnacle Atlantic Bank, N.A. in the name of Seller, bearing a designation indicating that such account is subject to the lien and control of Administrative Agent. The Collection Account shall be subject to an Account Control Agreement in favor of Administrative Agent, granting Administrative Agent "control" (within the meaning of Section 9-104 of the UCC) over the Collection Account. All collections on Purchased Receivables shall be deposited into the Collection Account in accordance with Section 6.10 and shall be disbursed therefrom solely in accordance with the Payment Waterfall set forth in Section 2.07. Seller shall not withdraw or transfer any funds from the Collection Account except in accordance with the Payment Waterfall or as otherwise expressly permitted hereunder.
(b) Reserve Account. If directed by Administrative Agent following the occurrence of a Margin Deficit or any trigger event specified in Schedule III, Seller shall establish and maintain a segregated deposit account (the "Reserve Account") at Pinnacle Atlantic Bank, N.A. in the name of Seller, bearing a designation indicating that such account is subject to the lien and control of Administrative Agent. The Reserve Account shall be subject to an Account Control Agreement in favor of Administrative Agent, granting Administrative Agent "control" (within the meaning of Section 9-104 of the UCC) over the Reserve Account. Funds deposited in the Reserve Account shall be held as additional security for Seller's obligations hereunder and shall not be released except in accordance with the terms of this Agreement or upon the written direction of Administrative Agent. Any amounts deposited in the Reserve Account to cure a Margin Deficit may be released upon written confirmation by Administrative Agent that the Margin Deficit has been cured and no other Default or Event of Default exists.
ARTICLE III — CONDITIONS PRECEDENT
Section 3.01 — Conditions Precedent to Effectiveness and Initial Purchase Transaction
The effectiveness of this Agreement and the obligation of the Buyers to consummate the initial Purchase Transaction hereunder are subject to the prior satisfaction (or waiver by Administrative Agent) of each of the following conditions precedent:
(a) Transaction Documents. Administrative Agent shall have received duly executed counterparts of each of the following Transaction Documents, each in form and substance satisfactory to Administrative Agent: