Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Additional Notes" or "Tap Notes" means the $48,000,000 aggregate principal amount of additional Class A-2 Notes to be issued by the Trust on the Closing Date pursuant to the Supplemental Indenture and this Agreement, which shall be fungible with and form a single class with the Original Class A-2 Notes.

Section 1.2 — Other Definitional Provisions (a) Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Indenture, as supplemented by the Supplemental Indenture, or, if not defined therein, in the Sale and Servicing Agreement, as amended by Amendment No. 1. (b) The words "hereof," "herein," "hereunder," and words of similar import, when used in this Agr

ARTICLE II — PURCHASE AND SALE OF THE TAP NOTES

Section 2.1 — Agreement to Purchase Upon the terms and subject to the conditions set forth in this Agreement, the Trust hereby agrees to issue and sell to the Underwriter, and the Underwriter hereby agrees to purchase from the Trust, $48,000,000 aggregate principal amount of Tap Notes. The Tap Notes shall be Class A-2 Notes issued pursuant to the Supplemental Indenture and shall be fully fungible with the $220,000,00

Section 2.2 — Issue Price and Purchase Price (a) Issue Price. The Issue Price of the Tap Notes shall be 100.125% of the aggregate principal amount thereof. (b) Gross Proceeds. The gross proceeds from the sale of the Tap Notes shall be equal to $48,000,000 × 100.125% = $48,060,000. (c) Underwriting discount. The Underwriting discount payable to the Underwriter shall be $144,000, representing 30 basis points (0.30%) of

Section 2.3 — Terms of the Tap Notes The Tap Notes shall have the following terms: The Tap Notes shall be in all respects identical to, and shall rank pari passu with, the Original Class A-2 Notes. Interest on the Tap Notes shall accrue from the most recent Payment Date on which interest has been paid on the Original Class A-2 Notes or, if no interest has been paid on the Original Class A-2 Notes since the most recen

Section 2.4 — Use of Proceeds The net proceeds from the sale of the Tap Notes in the amount of $47,916,000 shall be applied by the Trust as follows: (a) to purchase from the Bank additional Eligible Receivables constituting the Tap Pool, pursuant to the Sale and Servicing Agreement, as amended by Amendment No. 1; and (b) to fund any required additions to the reserve account and the overcollateralization account maint

Section 2.5 — Closing; Delivery and Payment (a) Closing. The closing of the purchase and sale of the Tap Notes (the "Closing") shall take place on May 17, 2024 (the "Closing Date"), at the offices of Calderwood & Harkness LLP, 250 Park Avenue, 40th Floor, New York, New York 10177, commencing at 10:00 a.m. (New York City time), or at such other location, date, and time as the Parties may mutually agree in writing; pro

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE TRUST AND THE BANK

Section 3.1 — Representations and Warranties of the Trust The Trust hereby represents and warrants to the Underwriter as of the Effective Date and as of the Closing Date (except where a representation or warranty is stated to be made as of a specific date, in which case such representation or warranty shall be made only as of such specific date) as follows: (a) Due Organization. The Trust is a Delaware statutory trus

Section 3.2 — Representations and Warranties of the Bank The Bank hereby represents and warrants to the Underwriter as of the Effective Date and as of the Closing Date (except where a representation or warranty is stated to be made as of a specific date, in which case such representation or warranty shall be made only as of such specific date) as follows: (a) Organization and Authority. Belmont Ridge Bank, National A

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE UNDERWRITER

Section 4.1 — Organization and Authority Ashford Capital Markets LLC hereby represents and warrants that it is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Ashford Capital Markets LLC is duly registered as a broker-dealer with the SEC under the Exchange Act and is a member in good standing of FINRA (CRD No. 284756). Ashford Capital Markets

Section 4.2 — Authorization All limited liability company action necessary for the authorization, execution, delivery, and performance by the Underwriter of this Agreement and for the consummation by the Underwriter of the transactions contemplated hereby has been duly and validly taken. This Agreement has been duly executed and delivered by the Underwriter and constitutes a valid and binding obligation of the Underw

Section 4.3 — No Conflicts The execution, delivery, and performance by the Underwriter of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate any provision of the Underwriter's certificate of formation or limited liability company agreement, (b) violate any applicable law, rule, regulation, or order of any governmental authority having jurisdiction over the Unde

Section 4.4 — Distribution Compliance The Underwriter hereby represents, warrants, and covenants that it shall offer and sell the Tap Notes only in compliance with the Securities Act, the Exchange Act, and all applicable rules and regulations of FINRA, including, without limitation, FINRA Rules 5110, 5121, and 5130, and shall not offer or sell the Tap Notes in any jurisdiction in which such offer or sale would not be

Section 5.1 — Covenants of the Trust The Trust hereby covenants and agrees with the Underwriter as follows: (a) Prospectus Delivery. The Trust shall ensure that the Prospectus Supplement is filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act on or before April 22, 2024. If, at any time prior to the completion of the distribution of the Tap Notes (as determined by the Underwriter), any event occurs

Section 5.2 — Covenants of the Bank The Bank hereby covenants and agrees with the Underwriter as follows: (a) Servicing. The Bank shall perform all of its obligations as Servicer under the Sale and Servicing Agreement, as amended by Amendment No. 1, in accordance with the terms thereof and in accordance with customary and usual servicing standards for servicing equipment-lease receivables of a type similar to those i

Section 5.3 — Covenants of the Underwriter The Underwriter hereby covenants and agrees with the Trust and the Bank as follows: (a) Compliance with Distribution Requirements. The Underwriter shall offer and sell the Tap Notes only in compliance with the Securities Act, the Exchange Act, and all applicable FINRA rules and regulations, and shall deliver or make available the Final Prospectus to each purchaser of the Tap

ARTICLE VI — CONDITIONS PRECEDENT TO CLOSING

Section 6.1 — Conditions to Obligations of the Underwriter The obligation of the Underwriter to purchase the Tap Notes on the Closing Date is subject to the satisfaction (or waiver by the Underwriter in its sole discretion) of each of the following conditions precedent: (a) Supplemental Indenture. The Supplemental Indenture No. 2, dated as of April 19, 2024, among the Trust, the Bank, and Meridian Fiduciary Services,

Section 6.2 — Conditions to Obligations of the Trust and the Bank The obligations of the Trust and the Bank to consummate the transactions contemplated by this Agreement on the Closing Date are subject to the satisfaction (or waiver by the Trust and the Bank) of each of the following conditions precedent: (a) Receipt of Purchase Price. The Trust shall have received the Purchase Price of $47,916,000 by wire transfer o

Section 7.1 — Indemnification by the Trust and the Bank The Trust and the Bank, jointly and severally, hereby agree to indemnify, defend, and hold harmless the Underwriter, its affiliates, and each of their respective directors, officers, employees, agents, and representatives, and each person, if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Ac