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Contract analysis / bring-down-comfort-letter-request.docx
bring-down-comfort-letter-request.docx
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I. Introduction and Background
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⚑ Commercial term
I. Introduction and Background We write to you in our capacity as counsel to Belmont Ridge Bank, National Association ("BRB"), a national banking association organized and existing under the laws of the United States pursuant to OCC Charter No. 91-4428, with its principal executive offices located at 600 Lexington Avenue, 32nd Floor, New York, New York 10022, and to Belmont Ridge Equipment Trust 2024-A (the "Trust"),
II. Reference to Original Comfort Letter and Agreed-Upon Procedures Letter
II. Reference to Original Comfort Letter and Agreed-Upon Procedures Letter We refer to the original comfort letter delivered by Velthorn Accounting Group LLP ("Velthorn") dated April 19, 2024 (the "Original Comfort Letter"), which was addressed to BRB and Ashford Capital Markets LLC, in connection with the execution and delivery of Supplemental Indenture No. 2 to the Indenture dated as of February 14, 2024 (as supple
III. Request for Bring-Down Comfort Letter
III. Request for Bring-Down Comfort Letter Pursuant to the requirements of the Underwriting Agreement and in accordance with customary practice for securitization transactions of this nature, we hereby formally request that Velthorn deliver a bring-down comfort letter (the "Bring-Down Letter") in connection with the closing of the Tap Issuance. The Bring-Down Letter should be addressed to each of the following partie
IV. Cut-Off Date and Procedures
IV. Cut-Off Date and Procedures As noted above, the Cut-Off Date for purposes of the bring-down procedures shall be May 15, 2024, which is two (2) business days prior to the scheduled Closing Date of May 17, 2024. This Cut-Off Date is consistent with market practice for bring-down comfort letters in public securitization transactions and satisfies the requirements set forth in Section 4 of the Underwriting Agreement.
V. Delivery Deadline
V. Delivery Deadline The Bring-Down Letter must be delivered no later than 10:00 a.m. (Eastern Time) on May 17, 2024, the scheduled Closing Date. Timely delivery of the Bring-Down Letter is an express condition precedent to the obligation of Ashford Capital Markets LLC to purchase the Tap Notes pursuant to Section 4 of the Underwriting Agreement, and any delay in delivery may result in a corresponding delay of the cl
1. Hannah Brinkley, Associate, Calderwood & Harkness LLP — hbrinkley@calderwoodharkness.c
1. Hannah Brinkley, Associate, Calderwood & Harkness LLP — hbrinkley@calderwoodharkness.com
2. Carlos Espinoza, Associate, Calderwood & Harkness LLP — cespinoza@calderwoodharkness.c
2. Carlos Espinoza, Associate, Calderwood & Harkness LLP — cespinoza@calderwoodharkness.com
3. Derek Ashworth, Treasurer & Head of Capital Markets, Belmont Ridge Bank, N.A. — dashwo
3. Derek Ashworth, Treasurer & Head of Capital Markets, Belmont Ridge Bank, N.A. — dashworth@belmontridge.com
4. Priya Ranganathan, SVP, Structured Finance, Belmont Ridge Bank, N.A. — pranganathan@be
4. Priya Ranganathan, SVP, Structured Finance, Belmont Ridge Bank, N.A. — pranganathan@belmontridge.com
5. Julian Voss, Managing Director, ABS Syndicate, Ashford Capital Markets LLC — jvoss@ash
5. Julian Voss, Managing Director, ABS Syndicate, Ashford Capital Markets LLC — jvoss@ashfordcm.com Original executed copies of the Bring-Down Letter (two copies for BRB, two copies for Ashford Capital Markets LLC, and one copy for Calderwood & Harkness LLP) should follow by overnight courier to the addresses set forth above for each recipient, no later than the business day following the Closing Date.
VI. Transaction Context
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⚑ Commercial term
VI. Transaction Context We provide the following additional transaction context for your reference in connection with the preparation of the Bring-Down Letter. The delivery of the Bring-Down Letter is an express condition to closing under Section 4 (Conditions to the Obligations of the Underwriter) of the Underwriting Agreement dated April 19, 2024, among the Trust, BRB (in its capacities as depositor and servicer),
VII. Fees
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⚑ Commercial term
VII. Fees We understand that the flat fee of $40,000 previously agreed upon between BRB and Velthorn in the engagement letter dated January 22, 2024 covers the full scope of accounting services to be provided in connection with the Series 2024-A program, including (a) the Original Comfort Letter, (b) the AUP Letter, and (c) this Bring-Down Letter. Accordingly, no additional fees are expected to be payable by BRB or a
VIII. Contact Information
VIII. Contact Information Should you have any questions regarding this request, the transaction, or the form or substance of the Bring-Down Letter, please do not hesitate to contact either of the following members of the Calderwood & Harkness deal team: Hannah Brinkley Associate Calderwood & Harkness LLP 250 Park Avenue, 40th Floor New York, New York 10177 Telephone: (212) 554-7214 Email: hbrinkley@calderwoodharkness