Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions (a) All capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to such terms in the Original Agreement or in the Indenture dated as of January 29, 2024, as supplemented by Supplemental Indenture No. 1 dated as of January 29, 2024 and Supplemental Indenture No. 2 dated as of the date hereof. In the event of any inconsistency between the defin

Section 1.2 — Interpretation (a) From and after the Amendment Effective Date, all references in the Original Agreement to the "Agreement," "this Agreement," "hereof," "herein," "hereunder," or words of similar import, and all references in any other Transaction Document to the "Sale and Servicing Agreement," shall mean and be references to the Original Agreement as amended by this Amendment No. 1. (b) Section referen

ARTICLE II — SALE AND CONVEYANCE OF TAP POOL RECEIVABLES

Section 2.1 — Sale of Tap Pool Receivables (a) Subject to the terms and conditions of this Amendment No. 1 and the satisfaction of the conditions precedent set forth in Article VI hereof, BRB, as Originator, hereby sells, transfers, assigns, sets over, and otherwise conveys to the Trust, without recourse (except as expressly provided in the Agreement), all of BRB's right, title, and interest in, to, and under each of

Section 2.2 — True Sale Characterization (a) It is the intention of the parties hereto that the transfer of the Tap Pool Receivables and the other Tap Pool Conveyed Property from BRB to the Trust pursuant to Section 2.1 of this Amendment No. 1 constitute a true sale and absolute assignment of such assets from BRB to the Trust and not merely the creation of a security interest in, or pledge of, such assets by BRB to o

Section 2.3 — Delivery of Lease Files (a) On or before the Closing Date (May 17, 2024), BRB shall deliver or cause to be delivered to the Indenture Trustee (or its custodial designee) the complete lease files for each of the 1,247 lease contracts included in the Tap Pool (collectively, the "Tap Pool Lease Files"). Each Tap Pool Lease File shall include, at a minimum, the following documents: (i) the original executed

ARTICLE III — ELIGIBILITY CRITERIA FOR TAP POOL RECEIVABLES

Section 3.1 — Representations and Warranties as to Eligibility (a) BRB hereby represents and warrants to the Trust and the Indenture Trustee that, as of the Tap Pool Cut-Off Date and as of the Closing Date, each Tap Pool Receivable satisfies the Eligibility Criteria set forth in Section 2.4 of the Original Agreement, including, without limitation, each of the following: (i) Each lease contract included in the Tap Poo

Section 3.2 — Pool Characteristics The following table sets forth the summary statistical characteristics of the Tap Pool Receivables as of the Tap Pool Cut-Off Date (March 31, 2024): The following table sets forth the distribution of the Tap Pool Receivables by equipment type as of the Tap Pool Cut-Off Date: The following table sets forth the geographic distribution of the Tap Pool Receivables by state of equipment

Section 3.3 — Repurchase Obligation (a) If, following the Closing Date, any Tap Pool Receivable is discovered to have been in breach of any of the Eligibility Criteria set forth in Section 3.1 of this Amendment No. 1 or Section 2.4 of the Original Agreement as of the Tap Pool Cut-Off Date or the Closing Date, and such breach has a material adverse effect on the interests of the Trust or the Noteholders in such Tap Po

ARTICLE IV — AMENDMENTS TO ORIGINAL AGREEMENT

Section 4.1 — Amendment to Definition of "Receivables" The definition of "Receivables" set forth in Section 1.1 of the Original Agreement is hereby amended by adding the following language at the end thereof: "; and (c) each of the equipment-lease receivables described in Schedule A to Amendment No. 1 to this Agreement, dated as of April 19, 2024, comprising 1,247 lease contracts constituting the Tap Pool Receivables

Section 4.2 — Amendment to Overcollateralization Target

Section 4.7 of the Original Agreement (Overcollateralization) is hereby amended and restated in its entirety to read as follows: "Section 4.7 — Overcollateralization. (a) The 'Required Overcollateralization Amount' shall mean, as of any Determination Date, an amount equal to 4.50% of the Aggregate Note Balance as of such Determination Date. (b) As of the Amendment Effective Date (as defined in Amendment No. 1), the R

Section 4.3 — Amendment to Reserve Account Required Amount

Section 4.8 of the Original Agreement (Reserve Account) is hereby amended and restated in its entirety to read as follows: "Section 4.8 — Reserve Account. (a) The 'Reserve Account Required Amount' shall mean, as of any Determination Date, an amount equal to 1.00% of the Aggregate Note Balance as of such Determination Date. (b) As of the Amendment Effective Date (as defined in Amendment No. 1), the Reserve Account Req

Section 4.4 — Amendment to Aggregate Note Balance References (a) From and after the Closing Date (May 17, 2024), all references in the Original Agreement to the "Aggregate Note Balance," the "Outstanding Note Balance," or any other term referring to the aggregate outstanding principal amount of the Notes shall be deemed to include the Tap Notes ($48,000,000 aggregate principal amount of additional Class A-2 Notes), s

Section 4.5 — Amendment to Payment Waterfall (a) Section 5.4 of the Original Agreement (Priority of Payments) is hereby amended to reflect that the Tap Notes shall rank pari passu with the Original Class A-2 Notes in all respects in the payment waterfall. Without limiting the generality of the foregoing: (i) Interest on the Class A-2 Notes (including the Tap Notes) shall accrue at the fixed coupon rate of 5.78% per a

Section 4.6 — Amendment to Early Amortization Triggers (a) The early amortization triggers set forth in Section 7.1 of the Original Agreement (Events of Default; Early Amortization Events) are hereby amended to reflect the post-tap pool and note balances, as follows: (i) Annualized Default Rate Trigger. The annualized default rate trigger shall continue to be calculated based on the aggregate Receivables pool (includ

Section 4.7 — Amendment to Reporting Obligations (a) From and after the Closing Date, BRB's monthly servicer report obligations under Section 3.8 of the Original Agreement shall include data related to the Tap Pool Receivables. Each Monthly Servicer Report delivered by BRB to the Indenture Trustee, the Trust, and the rating agencies on or before the applicable Determination Date shall include, in addition to the info

Section 5.1 — Confirmation of Servicer (a) BRB shall continue to act as Servicer under the Agreement with respect to all Receivables, including, from and after the Closing Date, the Tap Pool Receivables. BRB's appointment as Servicer shall continue in accordance with the terms and conditions set forth in Article III of the Original Agreement. (b) As compensation for its services as Servicer, BRB shall be entitled to

Section 5.2 — Back-Up Servicer (a) Redwood Servicing Solutions LLC, an Illinois limited liability company with offices at 500 West Monroe Street, Suite 3600, Chicago, Illinois 60661 (the "Back-Up Servicer"), shall continue to serve as Back-Up Servicer with respect to all Receivables, including, from and after the Closing Date, the Tap Pool Receivables. The Back-Up Servicer's appointment shall continue in accordance w

Section 5.3 — Servicing Standards (a) BRB hereby reaffirms that it shall service the Tap Pool Receivables, and all other Receivables held by the Trust, with the same degree of care, skill, prudence, and diligence that it exercises in servicing its own comparable equipment-lease receivables for its own account, and in all events in accordance with customary and usual standards of practice of prudent equipment-lease se

ARTICLE VI — CONDITIONS PRECEDENT TO EFFECTIVENESS

Section 6.1 — Conditions Precedent This Amendment No. 1 shall become effective on the Amendment Effective Date (April 19, 2024), subject to the satisfaction (or written waiver by the Indenture Trustee, acting at the direction of the holders of a majority in aggregate outstanding principal amount of the Notes) of each of the following conditions precedent: (a) Execution of Amendment No. 1. Each of BRB, the Trust (acti

Section 6.2 — Closing Date Conditions The conveyance of the Tap Pool Receivables to the Trust and the issuance of the Tap Notes shall be consummated on the Closing Date (May 17, 2024), subject to the satisfaction (or written waiver by the Indenture Trustee) of each of the following additional conditions: (a) Receipt of Tap Note Proceeds. The Trust shall have received the net proceeds of the Tap Notes in the amount of

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Representations and Warranties of BRB BRB hereby represents and warrants to the Trust and the Indenture Trustee, as of the Amendment Effective Date and as of the Closing Date, as follows: (a) Organization and Existence. BRB is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, OCC Charter No. 91-4428, with its principal office locat

Section 7.2 — Representations and Warranties of the Trust The Trust (acting through the Owner Trustee) hereby represents and warrants to BRB and the Indenture Trustee, as of the Amendment Effective Date and as of the Closing Date, as follows: (a) Formation and Existence. The Trust is a Delaware statutory trust, duly formed on January 8, 2024, pursuant to a Certificate of Trust filed with the Secretary of State of the

Section 7.3 — Representations of the Indenture Trustee Meridian Fiduciary Services, Inc. hereby represents and warrants to BRB and the Trust, as of the Amendment Effective Date, as follows: (a) Organization and Existence. Meridian Fiduciary Services, Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. (b) Power and Authority. Meridian Fiduciary Service