Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions. All capitalized terms used but not otherwise defined in this Supplemental Indenture No. 2 shall have the respective meanings assigned to such terms in the Base Indenture. To the extent that a term is defined both in the Base Indenture and in this Supplemental Indenture No. 2, the definition set forth in this Supplemental Indenture No. 2 shall control. The following terms, as used in this S

Section 1.02 — Rules of Interpretation. (a) Unless the context otherwise requires, all references in this Supplemental Indenture No. 2 to the "Indenture" shall mean the Base Indenture, as supplemented by Supplemental Indenture No. 1, dated as of March 15, 2024 (if any), and this Supplemental Indenture No. 2, and as the same may be further supplemented, amended, restated, or otherwise modified from time to time. (b) A

ARTICLE II — AUTHORIZATION AND TERMS OF THE TAP NOTES

Section 2.01 — Authorization of Tap Notes. The Issuer hereby authorizes the creation and issuance of Additional Class A-2 Notes in the aggregate principal amount of $48,000,000. The Tap Notes shall be designated as "Class A-2 Notes" and shall bear the same CUSIP number (07839LAB3) and ISIN (US07839LAB36) as the Original Class A-2 Notes. The Tap Notes are authorized pursuant to Section 2.14 of the Base Indenture and t

Section 2.02 — Terms of the Tap Notes. The Tap Notes shall have the following terms: (a) Aggregate Principal Amount. $48,000,000. (b) Issue Price. 100.125% of par (the "Tap Issue Price"), resulting in aggregate gross proceeds to the Issuer of $48,060,000. (c) Gross Proceeds. $48,060,000. (d) Fixed Coupon Rate. 5.78% per annum, calculated on the basis of the interpolated 3-year SOFR swap rate of 3.68% in effect as of

Section 2.03 — Fungibility. (a) Upon settlement on the Tap Closing Date, the Tap Notes shall constitute additional obligations of the same class and series as the Original Class A-2 Notes. The Tap Notes shall have identical terms (including, without limitation, the same coupon rate, day count convention, payment dates, record dates, and legal final maturity date) as the Original Class A-2 Notes. From and after the Ta

Section 2.04 — Issuance and Authentication. On the Tap Closing Date, the Indenture Trustee shall authenticate and deliver the Tap Notes upon its receipt of each of the following: (a) a written order of the Issuer (or the Owner Trustee on behalf of the Issuer) requesting the authentication and delivery of the Tap Notes, in form and substance reasonably satisfactory to the Indenture Trustee, specifying the aggregate pr

Section 2.05 — Use of Proceeds. Net proceeds of the Tap Notes shall be $47,916,000, calculated as gross proceeds of $48,060,000 less an underwriting discount of $144,000 (representing 0.30% of the par amount of the Tap Notes). Such net proceeds shall be deposited into the Collection Account maintained by the Indenture Trustee on or prior to the Tap Closing Date and shall be applied by the Trust to purchase additional

ARTICLE III — AMENDMENTS TO THE BASE INDENTURE

Section 3.01 — Revision of Overcollateralization Target Amount. The definition of "Overcollateralization Target Amount" set forth in Section 1.01 of the Base Indenture is hereby amended and restated in its entirety to read as follows: "Overcollateralization Target Amount" means, as of any date of determination, an amount equal to 4.50% of the Aggregate Outstanding Principal Amount of all Series 2024-A Notes as of suc

Section 3.02 — Revision of Reserve Account Required Amount. The definition of "Reserve Account Required Amount" set forth in Section 1.01 of the Base Indenture is hereby amended and restated in its entirety to read as follows: "Reserve Account Required Amount" means, as of any date of determination, an amount equal to 1.00% of the Aggregate Outstanding Principal Amount of all Series 2024-A Notes as of such date of de

Section 3.03 — Revision of Aggregate Note Balance References. Effective as of the Tap Closing Date, all references in the Base Indenture (and in any other Transaction Document that incorporates by reference the definitions set forth in the Base Indenture) to the "Aggregate Outstanding Principal Amount" of the Class A-2 Notes shall be deemed to be references to $268,000,000 (or such lesser amount as may then be outsta

Section 3.04 — Amendment of Exhibit A (Form of Class A-2 Note). The Form of Class A-2 Note attached as Exhibit A to the Base Indenture is hereby supplemented and amended to reflect that the aggregate principal amount of the Class A-2 Notes, as evidenced by the Note Register maintained by the Indenture Trustee as Note Registrar, is the Post-Tap Class A-2 Outstanding Principal Amount of $268,000,000 (subject to reducti

Section 3.05 — No Other Amendments. Except as expressly amended, supplemented, or modified by this Supplemental Indenture No. 2, the Base Indenture shall remain in full force and effect and is hereby ratified and confirmed in all respects. Each reference in the Base Indenture to "this Indenture," "hereunder," "hereof," "herein," or words of like import referring to the Base Indenture shall mean and be a reference to

ARTICLE IV — COLLATERAL AND CREDIT ENHANCEMENT

Section 4.01 — Tap Pool Receivables. The Tap Pool consists of 1,247 eligible equipment-lease contracts originated by BRB in the ordinary course of its equipment lease origination business. The Tap Pool Aggregate discounted Receivable Balance, as of the Tap Cut-Off Date, is $49,344,000. The overcollateralization attributable to the Tap Pool is $1,344,000, calculated as the difference between the Tap Pool Aggregate dis

Section 4.02 — Tap Pool Characteristics. As of the Tap Cut-Off Date, the Tap Pool has the following statistical characteristics, as determined by BRB in its capacity as Servicer and verified by the Indenture Trustee to the extent required by the Base Indenture: (a) Weighted-Average Original Term: 42.6 months. (b) Weighted-Average Remaining Term: 36.8 months. (c) Weighted-Average Seasoning: 5.8 months. (d) Weighted-Av

Section 4.03 — Credit Enhancement. As of the Tap Closing Date, credit enhancement for the Class A-2 Notes (including the Tap Notes) consists of the following: (a) Overcollateralization. The Overcollateralization Target Amount is 4.50% of the Post-Tap Aggregate Outstanding Principal Amount, which as of the Tap Closing Date is $17,910,000 (4.50% × $398,000,000). Overcollateralization is provided by the excess of the ag

Section 4.04 — Security Interest. The Indenture Trustee's first-priority perfected security interest in the Trust Estate, as granted pursuant to the granting clause of the Base Indenture, is hereby confirmed and ratified to extend to and include the Tap Pool receivables, all collections thereon, and all proceeds thereof, whether now existing or hereafter arising. The lien of the Indenture, as supplemented hereby, sec

Section 5.01 — Servicer. BRB shall continue to act as Servicer of the receivable pool, including the Tap Pool receivables, under the Sale and Servicing Agreement, as amended by Amendment No. 1 thereto, dated as of April 19, 2024. BRB shall service, administer, and collect the Tap Pool receivables in accordance with the customary servicing standards set forth in the Sale and Servicing Agreement, applicable law, and th

Section 5.02 — Back-Up Servicer. Redwood Servicing Solutions LLC, a Delaware limited liability company, with its principal office at 500 West Monroe Street, Suite 3600, Chicago, Illinois 60661, shall continue to serve as Back-Up Servicer under the Back-Up Servicing Agreement, dated as of January 29, 2024, among the Trust, BRB (as Servicer), Redwood Servicing Solutions LLC (as Back-Up Servicer), and the Indenture Trus

ARTICLE VI — CONDITIONS PRECEDENT TO TAP CLOSING

Section 6.01 — Conditions Precedent. The obligation of the Indenture Trustee to authenticate and deliver the Tap Notes on the Tap Closing Date is subject to the satisfaction (or waiver by the Indenture Trustee, to the extent permitted by the Indenture) of each of the following conditions precedent: (a) Supplemental Indenture. This Supplemental Indenture No. 2 shall have been duly executed and delivered by each of the

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.01 — Representations of the Issuer. The Issuer hereby represents and warrants to the Servicer and the Indenture Trustee, as of the date hereof and as of the Tap Closing Date, as follows: (a) Organization. The Trust is a Delaware statutory trust duly formed, validly existing, and in good standing under the laws of the State of Delaware, and has the power and authority to own its properties and to conduct its

Section 7.02 — Representations of the Servicer. BRB, in its capacity as Servicer and in its capacity as depositor and seller under the Sale and Servicing Agreement, hereby represents and warrants to the Issuer and the Indenture Trustee, as of the date hereof and as of the Tap Closing Date, as follows: (a) Organization. BRB is a national banking association duly organized, validly existing, and in good standing under

Section 7.03 — Representations of the Indenture Trustee. Meridian Fiduciary Services, Inc., solely in its capacity as Indenture Trustee and not in its individual capacity, hereby represents and warrants to the Issuer and the Servicer, as of the date hereof, as follows: (a) Organization. Meridian Fiduciary Services, Inc. is a Delaware corporation duly organized, validly existing, and in good standing under the laws of

Section 8.01 — Rating Confirmations. (a) Pinnacle Ratings Group Inc. has confirmed, in a letter dated April 18, 2024 addressed to the Issuer and the Indenture Trustee, its rating of "AAA(sf)" on the Class A-2 Notes, including the Tap Notes, and has confirmed that the issuance of the Tap Notes and the execution and delivery of this Supplemental Indenture No. 2 will not result in a downgrade, qualification, or withdraw

Section 9.01 — Governing Law. THIS SUPPLEMENTAL INDENTURE NO. 2 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING

Section 9.02 — Ratification of Base Indenture. The Base Indenture, as supplemented and amended by this Supplemental Indenture No. 2, is in all respects ratified and confirmed, and the Base Indenture and this Supplemental Indenture No. 2 shall be read, taken, and construed as a single instrument. All provisions, covenants, conditions, representations, and warranties of the Base Indenture, except as expressly amended o

Section 9.03 — Counterparts. This Supplemental Indenture No. 2 may be executed in any number of counterparts (and by different parties on separate counterparts), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Supplemental Indenture No. 2 by facsimile or other electronic means (including

Section 9.04 — Severability. If any provision of this Supplemental Indenture No. 2 shall be held invalid, illegal, or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof, and the remaining provisions of this Supplemental Indenture No. 2 shall continue in full force and effect. To the extent permitted by applicable law, each party h

Section 9.05 — Binding Effect; Successors. This Supplemental Indenture No. 2 shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign its rights or obligations hereunder without the prior written consent of each other party, except as otherwise permitted by the Indenture. This Supplemental Indenture No. 2 shall also inure to the be

Section 9.06 — Notices. All notices, demands, requests, directions, consents, waivers, and other communications required or permitted under this Supplemental Indenture No. 2 shall be in writing and shall be delivered in accordance with the notice provisions set forth in the Base Indenture, to the following addresses (or to such other address as any party may designate in writing to the other parties): If to the Issue

Section 9.07 — Non-Petition Covenant. Each of the Servicer and the Indenture Trustee hereby covenants and agrees that, prior to the date that is one year and one day (or, if longer, any applicable preference period plus one day) after the payment in full of all Notes and all other amounts owing under the Indenture, it shall not institute against, or join any other person or entity in instituting against, the Trust an

Section 9.08 — Limited Recourse. The obligations of the Trust under this Supplemental Indenture No. 2 and the Tap Notes are limited recourse obligations of the Trust, payable solely from the Trust Estate in accordance with the terms of the Indenture. No recourse shall be had for the payment of any amount owing under this Supplemental Indenture No. 2 or the Tap Notes, or for any claim based hereon or thereon, against

Section 9.09 — Entire Agreement. This Supplemental Indenture No. 2, together with the Base Indenture, the Sale and Servicing Agreement (as amended by Amendment No. 1, dated as of April 19, 2024), the Trust Agreement, and the Underwriting Agreement, dated as of April 19, 2024, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous a

Section 9.10 — Tax Treatment. The parties hereto intend, and shall treat, the Tap Notes as indebtedness of the Trust for United States federal income tax purposes. No party shall take any action or file any tax return or report inconsistent with the treatment of the Tap Notes as indebtedness of the Trust for U.S. federal income tax purposes, unless otherwise required by a final determination (as defined in Section 13