INDEPENDENT CONSULTANT ENGAGEMENT AGREEMENT
by and between
BELMONT RIDGE BANK NATIONAL ASSOCIATION
and
THORNFIELD CONSULTING GROUP LLC
Engagement Reference: TCG-BRB-2025-001
Effective Date: February 10, 2025
Prepared by: Calderwood & Harkness LLP Outside Regulatory Counsel to Belmont Ridge Bank National Association 1285 Avenue of the Americas, 40th Floor New York, NY 10019 C&H Matter No.: 1045-00002
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RECITALS
WHEREAS (A), Belmont Ridge Bank National Association is a national banking association chartered under 12 U.S.C. § 21 et seq., OCC Charter No. 48271, FDIC Certificate No. 31845, with its principal office located at 680 Lexington Avenue, 22nd Floor, New York, NY 10022. BRB is a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG"), a Delaware corporation and bank holding company whose common stock is listed on the New York Stock Exchange under the ticker symbol BRFG;
WHEREAS (B), on January 15, 2025, the Office of the Comptroller of the Currency (the "OCC") issued Consent Order No. OCC-2025-003 (the "Consent Order") against BRB, citing significant deficiencies in BRB's Bank Secrecy Act/Anti-Money Laundering ("BSA/AML") compliance program, including: (i) inadequate Office of Foreign Assets Control ("OFAC") sanctions screening protocols for fintech Banking-as-a-Service ("BaaS") transaction flows; (ii) deficient Suspicious Activity Report ("SAR") filing timeliness and quality; (iii) insufficient Customer Due Diligence ("CDD") and Enhanced Due Diligence ("EDD") for high-risk customers onboarded through fintech partners; (iv) inadequate model validation for the transaction monitoring system; and (v) board-level oversight deficiencies in the governance of the BSA/AML compliance program;
WHEREAS (C), Article VII of the Consent Order requires BRB to engage, at its own expense, an independent consultant acceptable to the OCC to conduct a comprehensive assessment of BRB's BSA/AML and OFAC compliance program and to validate BRB's remediation efforts in connection with the deficiencies identified in the Consent Order;
WHEREAS (D), BRB proposed Thornfield Consulting Group LLC as its independent consultant to fulfill the requirements of Article VII of the Consent Order, and the OCC confirmed its non-objection to Thornfield's engagement in writing on February 5, 2025, in accordance with the procedures set forth in Article VII of the Consent Order;
WHEREAS (E), Thornfield Consulting Group LLC is a Delaware limited liability company with offices at 200 Park Avenue South, 15th Floor, New York, NY 10003, specializing in financial crimes advisory, BSA/AML compliance assessment, regulatory remediation consulting, and independent consultant engagements mandated by federal banking regulators;
WHEREAS (F), the parties desire to enter into this Agreement to set forth the terms and conditions under which Thornfield will serve as the independent consultant to BRB, performing a comprehensive BSA/AML and OFAC program assessment, gap analysis, remediation validation, and delivering a final validation and certification report, all as required by the Consent Order; and
WHEREAS (G), BRB is represented in this matter by Calderwood & Harkness LLP, 1285 Avenue of the Americas, 40th Floor, New York, NY 10019, as its outside regulatory counsel, and Thornfield is advised by Hargrove & Stein PC, 7 Times Square, 34th Floor, New York, NY 10036.
NOW, THEREFORE, in consideration of the mutual covenants, representations, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BRB and Thornfield agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 As used in this Agreement, the following terms shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Article I shall have the meanings assigned to them elsewhere in this Agreement.
"Agreement" means this Independent Consultant Engagement Agreement, including all Appendices and Schedules attached hereto and incorporated herein by reference, as may be amended from time to time in accordance with Section 17.3.
"Bank" or "BRB" means Belmont Ridge Bank National Association, a national banking association chartered under 12 U.S.C. § 21 et seq., OCC Charter No. 48271, FDIC Certificate No. 31845.
"BRFG" means Belmont Ridge Financial Group, Inc., a Delaware corporation and bank holding company (NYSE: BRFG), the parent company and sole shareholder of BRB.
"BSA/AML" means the Bank Secrecy Act and Anti-Money Laundering compliance requirements, as defined under 31 U.S.C. § 5311 et seq. and implementing regulations codified at 31 C.F.R. Chapter X, together with all related regulatory guidance, examination procedures, and interpretive materials issued by the OCC, FinCEN, and other applicable regulatory authorities.
"Consent Order" means OCC Consent Order No. OCC-2025-003, issued on January 15, 2025, against BRB, as the same may be modified, supplemented, or superseded from time to time by the OCC.
"Consultant" or "Thornfield" means Thornfield Consulting Group LLC, a Delaware limited liability company.
"Effective Date" means February 10, 2025, the date on which this Agreement becomes effective.
"Engagement Lead" means Dr. Vivian Castellano, Managing Director, Financial Crimes Advisory, Thornfield Consulting Group LLC, who shall serve as the senior engagement executive responsible for the day-to-day management of Thornfield's services under this Agreement.
"Engagement Term" means the twelve (12)-month period commencing on February 10, 2025 and ending on February 15, 2026, unless earlier terminated in accordance with Article XIV hereof.
"Final Validation Report" means the comprehensive final report to be delivered by Thornfield on or before February 15, 2026, validating BRB's compliance program implementation and assessing whether BRB has achieved full compliance with the requirements of the Consent Order, as further described in Section 5.1(d) and Phase 4 of Appendix A.
"Key Personnel" means the individuals identified in Section 4.1 of this Agreement, including Dr. Vivian Castellano, Robert Eastman, Jennifer Hwang, and Nathaniel Burgess.
"OCC" means the Office of the Comptroller of the Currency, an independent bureau of the United States Department of the Treasury.
"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.
"Preliminary Gap Assessment" means Thornfield's initial assessment deliverable, identifying gaps in BRB's BSA/AML and OFAC compliance program relative to the Consent Order requirements and applicable legal standards, due on or before April 15, 2025, as further described in Section 5.1(b) and Phase 1 of Appendix A.
"Remediation Action Plan" or "RAP" means the Comprehensive Remediation Action Plan to be prepared by BRB, with input from Thornfield, and submitted by BRB to the OCC by May 15, 2025, in compliance with the Consent Order, as further described in Phase 2 of Appendix A.
"C&H" means Calderwood & Harkness LLP, 1285 Avenue of the Americas, 40th Floor, New York, NY 10019, outside regulatory counsel to BRB with respect to the Consent Order and related matters.
"Scope of Work" means the detailed description of Thornfield's services, deliverables, and timeline as set forth in Appendix A attached hereto and incorporated herein by reference.
"Veridian TMS" means BRB's transaction monitoring system provided by Veridian Analytics Inc., currently deployed as version 8.3, with a planned upgrade to version 10.0 as part of BRB's remediation efforts under the Consent Order.
ARTICLE II — ENGAGEMENT AND APPOINTMENT
Section 2.1 — Appointment. BRB hereby engages Thornfield as its independent consultant pursuant to Article VII of the Consent Order, and Thornfield hereby accepts such engagement, subject to the terms and conditions of this Agreement. Thornfield shall perform the services described herein and in the Scope of Work attached as Appendix A with the diligence, professionalism, and independence required by the Consent Order, applicable law, and the professional standards governing engagements of this nature. This engagement is undertaken in direct response to, and for the purpose of satisfying, the requirements of Article VII of the Consent Order, and the parties shall at all times perform their respective obligations hereunder with that purpose in mind.
Section 2.2 — Independence. Thornfield shall maintain its independence from BRB at all times during the Engagement Term. Thornfield's findings, conclusions, recommendations, and reports shall reflect Thornfield's own independent professional judgment. Thornfield shall not be subject to the direction or control of BRB, BRFG, or any of their respective management, officers, directors, employees, or counsel with respect to Thornfield's substantive conclusions, assessments, or recommendations. While BRB may provide factual information, context, and comments during the draft review process set forth in Section 5.3, BRB shall not attempt to influence, alter, or suppress Thornfield's independent professional conclusions or recommendations. Thornfield shall promptly disclose to the OCC any efforts by BRB or any other party to improperly influence Thornfield's independence.
Section 2.3 — OCC Access and Reporting. Thornfield acknowledges and agrees that the OCC has the right to communicate directly with Thornfield at any time during the Engagement Term, to receive copies of all Thornfield deliverables, reports, and work product, and to require additional work, modifications to the scope of Thornfield's engagement, or supplemental reporting, in each case in accordance with the terms of the Consent Order and the OCC's supervisory authority. Thornfield shall cooperate fully with the OCC, including the Examiner-in-Charge, Jonathan Frey, and such other OCC personnel as may be designated from time to time by the OCC Northeastern District Office, located at 340 Madison Avenue, New York, NY 10017. Thornfield shall respond promptly to all OCC inquiries and shall provide any information requested by the OCC in connection with this engagement.
Section 2.4 — No Attorney-Client Relationship. The engagement of Thornfield under this Agreement does not create an attorney-client relationship between Thornfield and BRB, BRFG, or any of their affiliates. Thornfield is engaged solely as an independent consultant, not as legal counsel, and Thornfield's services shall not constitute the practice of law. Nothing in this Agreement shall be construed as creating a legal privilege with respect to Thornfield's reports, deliverables, or communications, except as may be specifically addressed in the Privilege & Confidentiality Side Letter referenced in Article IX.
Section 2.5 — Engagement Reference. This Agreement and all related deliverables, correspondence, invoices, and administrative communications shall be identified by the engagement reference number TCG-BRB-2025-001 for all administrative and billing purposes.
ARTICLE III — SCOPE OF SERVICES
Section 3.1 — General Scope. Thornfield shall perform the services described in the Scope of Work attached hereto as Appendix A, which encompasses a comprehensive assessment, gap analysis, ongoing monitoring, remediation validation, and final certification relating to BRB's BSA/AML and OFAC compliance program. The Scope of Work covers all five core deficiency categories identified in the Consent Order: (i) OFAC sanctions screening protocols for fintech BaaS transaction flows; (ii) SAR filing timeliness and quality; (iii) CDD and EDD adequacy for high-risk customers onboarded through fintech partners; (iv) transaction monitoring model validation for the Veridian TMS; and (v) board-level oversight and governance of the BSA/AML compliance program. Thornfield's assessment shall evaluate BRB's compliance program holistically, considering the interrelationship among these five deficiency categories and BRB's overall compliance risk profile.
Section 3.2 — Specific Services. Without limiting the generality of Section 3.1, Thornfield's services shall include the following:
(a) A comprehensive assessment of BRB's existing BSA/AML and OFAC compliance program across all business lines, including retail banking, commercial lending, wealth management, and fintech Banking-as-a-Service ("BaaS") partnerships, evaluating the adequacy of policies, procedures, systems, controls, staffing, training, and governance in each area;
(b) A detailed gap analysis identifying specific deficiencies in BRB's compliance program and recommended remedial actions, addressing all findings contained in the Consent Order, the June 2022 Matter Requiring Attention ("MRA"), and the November 2023 Matter Requiring Immediate Attention ("MRIA");
(c) An assessment of OFAC sanctions screening coverage across all business lines and transaction channels, with specific focus on the identified gap of approximately twelve percent (12%) of NovaPay Technologies Inc. wire and ACH transactions — representing approximately 3,800,000 transactions that were unscreened during calendar year 2023 out of approximately 31,700,000 total NovaPay transactions — as well as screening deficiencies across all fourteen (14) active BaaS partner channels;
(d) A review of SAR filing processes, including an evaluation of alert investigation workflows, case management procedures, quality assurance protocols, and the backlog of approximately 2,400 unreviewed alerts as of September 2024, together with an assessment of BRB's average SAR filing time of seventy-eight (78) days against regulatory expectations and industry standards;
(e) A review of CDD and EDD procedures and documentation for approximately 47,000 high-risk customer accounts, primarily onboarded through fintech BaaS partners, including an assessment of the adequacy of beneficial ownership identification, risk rating methodologies, ongoing monitoring procedures, and periodic review cycles;
(f) An assessment of the Veridian TMS v.8.3 transaction monitoring model, including a review of the validation status of the model (noting that the last independent validation was completed in March 2021) and the adequacy of model tuning (noting that the last tuning exercise was completed in October 2022), as well as a review of the planned upgrade to Veridian TMS v.10.0, including the upgrade timeline, testing protocols, and implementation plan;
(g) An evaluation of board and senior management oversight of BSA/AML compliance, including an assessment of the governance framework, reporting structures, committee charters, the newly established Compliance Committee of the Board, management information systems, and the quality and frequency of compliance reporting to the Board of Directors and senior management;
(h) Ongoing monitoring and validation of BRB's remediation efforts throughout the Engagement Term, including periodic testing and sampling of remediated processes, review of staffing enhancements, training program implementation, and policy and procedure revisions; and
(i) Delivery of the Final Validation Report assessing whether BRB has achieved full compliance with the Consent Order requirements and whether BRB's remediated BSA/AML and OFAC compliance program is reasonably designed to achieve and maintain compliance with applicable legal and regulatory requirements.
Section 3.3 — BaaS Partner Coverage. Thornfield's assessment shall specifically evaluate BRB's oversight of its fourteen (14) active fintech BaaS partners, with particular focus on the three largest partners by transaction volume: (i) NovaPay Technologies Inc., which represents approximately forty-one percent (41%) of total BaaS volume, corresponding to approximately $30.5 billion in transaction value during the most recent twelve-month measurement period; (ii) FairLend Digital LLC, which represents approximately twenty-eight percent (28%) of total BaaS volume; and (iii) VaultEdge Inc., which represents approximately eighteen percent (18%) of total BaaS volume. Thornfield shall assess BRB's third-party risk management framework as it applies to these BaaS partnerships, including contractual provisions, compliance obligations, data sharing arrangements, monitoring and testing protocols, and escalation procedures.
Section 3.4 — Modifications to Scope. The OCC may, at any time during the Engagement Term, direct modifications to the Scope of Work, including the addition of new workstreams, the expansion of existing assessment areas, or changes to the deliverable timeline. BRB may also request modifications to the Scope of Work, subject to OCC approval or non-objection. In the event of any such modification, BRB and Thornfield shall negotiate in good faith any resulting adjustments to fees and timeline, and any agreed-upon adjustments shall be documented in a written amendment to this Agreement in accordance with Section 17.3. Thornfield shall not unreasonably withhold its consent to modifications directed by the OCC, provided that BRB agrees to appropriate fee and timeline adjustments.
ARTICLE IV — THORNFIELD ENGAGEMENT TEAM
Section 4.1 — Key Personnel. Thornfield shall assign the following key personnel (each, a "Key Person," and collectively, the "Key Personnel") to the engagement, each of whom shall dedicate a substantial portion of his or her professional time to the performance of Thornfield's obligations under this Agreement:
(a) Dr. Vivian Castellano — Engagement Lead, Managing Director, Financial Crimes Advisory. Dr. Castellano shall serve as the senior engagement executive with overall responsibility for the direction, quality, and integrity of Thornfield's work under this Agreement. Dr. Castellano shall serve as the primary point of contact for BRB, C&H, and the OCC.
(b) Robert Eastman — Senior Director, AML Transaction Monitoring. Mr. Eastman shall lead Thornfield's assessment of BRB's transaction monitoring program, including the review and validation of the Veridian TMS and the planned upgrade from version 8.3 to version 10.0.
(c) Jennifer Hwang — Director, Sanctions & OFAC Compliance. Ms. Hwang shall lead Thornfield's assessment of BRB's OFAC sanctions screening program, including the evaluation of screening coverage across all business lines and BaaS partner channels.
(d) Nathaniel Burgess — Director, Fintech & Payments Compliance. Mr. Burgess shall lead Thornfield's assessment of BRB's fintech BaaS partnership oversight, including the evaluation of third-party risk management, CDD/EDD processes for BaaS-onboarded customers, and compliance controls across all fourteen active BaaS partner channels.
Professional biographies and relevant qualifications for each Key Person are set forth in Appendix C attached hereto.
Section 4.2 — Key Person Commitment. Dr. Vivian Castellano shall serve as Engagement Lead throughout the Engagement Term and shall not be replaced, reassigned, or otherwise removed from the engagement without the prior written consent of BRB and the OCC. The other Key Personnel identified in Section 4.1 (Robert Eastman, Jennifer Hwang, and Nathaniel Burgess) shall similarly not be replaced or reassigned without at least thirty (30) days' prior written notice to BRB, accompanied by a written explanation of the reasons for the proposed change and the qualifications of the proposed replacement, and Thornfield shall use reasonable efforts to obtain OCC non-objection to any such replacement. In the event a Key Person becomes unavailable due to illness, disability, or departure from Thornfield, Thornfield shall promptly notify BRB and C&H and shall propose a qualified replacement for BRB's and the OCC's consideration within fifteen (15) business days.
Section 4.3 — Additional Staff. Thornfield may assign additional professional staff, including managers, senior consultants, and consultants, as reasonably necessary to fulfill the Scope of Work and to ensure that Thornfield's deliverables are completed on time and to the required standard of quality. All additional team members assigned to the engagement shall meet appropriate qualifications and experience standards commensurate with the responsibilities assigned to them. Thornfield shall notify BRB in writing of all additional team members assigned to the engagement, including their names, titles, and relevant qualifications, within five (5) business days of their assignment.
Section 4.4 — Subcontracting. Thornfield shall not subcontract any material portion of the services under this Agreement to any third party without the prior written consent of BRB and the OCC. For purposes of this Section, a "material portion" means any component of the Scope of Work representing more than five percent (5%) of the total engagement hours or involving access to BRB's non-public customer information. Thornfield shall remain fully responsible for the performance of any subcontracted services, and any subcontractor shall be bound by confidentiality and data security obligations no less protective than those set forth in Article VIII of this Agreement.
ARTICLE V — DELIVERABLES AND TIMELINE
Section 5.1 — Key Deliverables and Due Dates. Thornfield shall deliver the following deliverables in accordance with the timeline set forth below:
(a) On-Site Assessment Commencement: March 1, 2025. Thornfield shall commence its on-site assessment at BRB's headquarters at 680 Lexington Avenue, 22nd Floor, New York, NY 10022, no later than March 1, 2025. On-site activities shall include interviews with Key BRB Personnel identified in Section 7.2, document review, systems access and testing, and observation of compliance processes and controls.
(b) Preliminary Gap Assessment: April 15, 2025. Thornfield shall deliver a comprehensive written assessment identifying gaps in BRB's BSA/AML and OFAC compliance program relative to the Consent Order requirements, applicable legal and regulatory standards, and industry best practices. The Preliminary Gap Assessment shall address each of the five core deficiency categories identified in the Consent Order and shall include specific findings, supporting evidence, and detailed recommendations for remediation.
(c) Interim Monitoring Reports: Thornfield shall deliver quarterly interim monitoring reports assessing BRB's remediation progress, commencing no later than the date of BRB's first quarterly progress report to the OCC, currently scheduled for September 15, 2025, with a second interim monitoring report due on December 15, 2025, or as otherwise required by the OCC. Each interim monitoring report shall assess the status of each remediation workstream, identify any areas of concern or delay, and provide Thornfield's independent assessment of BRB's progress toward full compliance with the Consent Order.
(d) Final Validation Report: February 15, 2026. Thornfield shall deliver a comprehensive Final Validation Report assessing whether BRB has achieved full implementation of the remediated BSA/AML and OFAC compliance program as required by the Consent Order. The Final Validation Report shall include validation of each remediation workstream, an assessment of BRB's ongoing compliance capabilities, and Thornfield's overall conclusion as to whether BRB's compliance program is reasonably designed to achieve and maintain compliance with applicable BSA/AML and OFAC requirements. The Final Validation Report shall be of sufficient scope and detail to support BRB's compliance self-certification to the OCC.
Section 5.2 — Report Format. All reports and deliverables under this Agreement shall be in writing, prepared in a professional format, and addressed to the Board of Directors of Belmont Ridge Financial Group, Inc. and the Bank, with copies provided simultaneously to the OCC (Examiner-in-Charge Jonathan Frey, OCC Northeastern District Office, 340 Madison Avenue, New York, NY 10017) and to Calderwood & Harkness LLP (Philip Hartmann, Responsible Partner). Reports shall be detailed and comprehensive, shall include specific factual findings supported by identified evidence and documentation, shall analyze findings in the context of applicable legal and regulatory requirements, and shall provide specific, actionable recommendations where applicable. Each report shall include an executive summary, a methodology section, detailed findings organized by deficiency category, and a recommendations section.
Section 5.3 — Draft Review Process. Thornfield shall provide draft versions of all reports to BRB and C&H for a factual accuracy review period of ten (10) business days prior to finalization. During this review period, BRB and C&H may submit written comments to Thornfield identifying any factual inaccuracies or requesting clarification of factual matters. BRB's comments shall be limited to factual accuracy; BRB shall not have the right to influence, alter, or request changes to Thornfield's independent conclusions, assessments, or recommendations. Thornfield shall give due consideration to BRB's factual accuracy comments and shall incorporate corrections where Thornfield, in its independent professional judgment, determines that corrections are warranted. Thornfield shall provide final reports to the OCC within five (5) business days following the conclusion of the factual accuracy review period.
Section 5.4 — Alignment with Consent Order Milestones. Thornfield's deliverables and work plan shall be coordinated with the following key Consent Order and remediation milestones, and Thornfield shall incorporate its assessment of BRB's progress toward each milestone into its interim monitoring reports and Final Validation Report:
ARTICLE VI — FEES AND PAYMENT
Section 6.1 — Fixed Fee. In consideration of Thornfield's performance of the services described in this Agreement, BRB shall pay Thornfield a fixed fee of Six Million Five Hundred Thousand Dollars ($6,500,000) for the twelve (12)-month Engagement Term commencing February 2025 and ending February 2026. The fixed fee covers all professional services, labor costs, and overhead associated with the engagement, as further described in the Scope of Work attached as Appendix A. The fixed fee does not include reimbursable expenses, which are addressed separately in Section 6.3.
Section 6.2 — Monthly Installments. The fixed fee shall be payable in twelve (12) equal monthly installments of Five Hundred Forty-One Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($541,666.67) each. Thornfield shall submit invoices to BRB on the first business day of each calendar month for that month's installment, beginning March 1, 2025 (for the February 2025 installment). Each invoice shall reference the engagement number TCG-BRB-2025-001, identify the applicable month, and include a summary of services performed and personnel hours dedicated during the preceding month. BRB shall pay each invoice within thirty (30) days of receipt. Invoices shall be directed to the attention of the Chief Financial Officer of BRB, with a copy to BRB's General Counsel, Gregory Nardone, and to C&H.
Section 6.3 — Expenses. BRB shall reimburse Thornfield for reasonable, documented out-of-pocket expenses incurred in connection with the engagement, including but not limited to travel (airfare, ground transportation, and mileage at the then-current IRS standard mileage rate), lodging, meals, printing and reproduction costs, courier and delivery services, and other incidental costs directly related to the performance of the Scope of Work. Expense reimbursement shall be subject to a cap of Four Hundred Thousand Dollars ($400,000) over the Engagement Term. Expenses exceeding the cap shall not be reimbursable without BRB's prior written approval. Thornfield shall submit expense documentation with its monthly invoices, including itemized receipts for individual expenses exceeding Two Hundred Fifty Dollars ($250). Expenses shall be payable by BRB within thirty (30) days of receipt of the applicable invoice.
Section 6.4 — Total Engagement Cost. The maximum total cost of this engagement, absent scope modifications approved pursuant to Section 3.4, shall be Six Million Nine Hundred Thousand Dollars ($6,900,000), consisting of the $6,500,000 fixed fee and the $400,000 expense cap. A summary of the fee schedule is set forth in Appendix B attached hereto.
Section 6.5 — Scope Modifications — Fee Adjustments. If the OCC or BRB directs material modifications to the Scope of Work pursuant to Section 3.4, the parties shall negotiate in good faith appropriate adjustments to the fixed fee to reflect the additional or modified services required. Thornfield shall provide BRB with a written estimate of the proposed fee adjustment, including a description of the additional services, estimated hours, and applicable rates. Any fee adjustment shall be documented in a written amendment to this Agreement signed by both parties, and Thornfield shall not commence work on modified scope items until the parties have executed such amendment, unless the OCC directs that work commence immediately, in which case Thornfield shall proceed and the parties shall finalize the fee adjustment as promptly as practicable.
Section 6.6 — Late Payment. Any amounts not paid by BRB within the thirty (30)-day payment period specified in Section 6.2 or Section 6.3 shall bear interest at a rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if less) from the original due date until the date of actual payment. The accrual of late payment interest shall not excuse BRB from its obligation to make timely payment, and Thornfield's acceptance of late payment shall not constitute a waiver of its rights under this Section.
Section 6.7 — Taxes. All fees and expense reimbursements specified in this Agreement are exclusive of applicable federal, state, and local sales, use, value-added, or similar taxes. Any such taxes imposed on the services or expense reimbursements contemplated by this Agreement shall be the responsibility of BRB, and BRB shall pay such taxes in addition to the fees and expenses otherwise due hereunder. Thornfield shall separately identify any applicable taxes on its invoices.
ARTICLE VII — ACCESS, COOPERATION, AND BANK OBLIGATIONS
Section 7.1 — Full Access. BRB shall provide Thornfield with full, unrestricted, and timely access to all Bank systems, records, data, documents, personnel, and facilities reasonably necessary for Thornfield to perform the services under this Agreement. BRB acknowledges that Thornfield's ability to conduct a thorough and timely assessment is dependent upon BRB's full cooperation and provision of access. Without limiting the foregoing, BRB shall provide Thornfield with access to the following:
(a) All BSA/AML department files, SAR filings (both filed and pending), Currency Transaction Reports ("CTRs"), transaction monitoring alert queues (including the approximately 2,400 unreviewed alerts identified in the Consent Order), case management records, OFAC screening logs, and related compliance documentation;
(b) The Veridian TMS (version 8.3 and, when available, version 10.0), including read-only system access, all related system documentation, configuration settings, tuning parameters, threshold values, scenario logic, model validation reports, model risk management documentation, and output data;
(c) Customer due diligence files, including CDD and EDD documentation for the approximately 47,000 high-risk customer accounts identified in the Consent Order, as well as customer risk rating data, beneficial ownership records, and ongoing monitoring documentation;
(d) BaaS partner agreements, compliance-related correspondence and communications with fintech partners, BaaS transaction data and analytics for all fourteen (14) active partners, third-party risk management files, and due diligence documentation for each BaaS relationship;
(e) Board of Directors and committee meeting minutes, agendas, presentations, management reports, and related materials pertaining to BSA/AML and OFAC compliance oversight, including minutes and materials of the newly established Compliance Committee;
(f) Internal audit reports, workpapers, and findings related to BSA/AML and OFAC compliance, including reports prepared by BRB's co-sourced internal audit firm, Caldera & Pope LLP, and reports and assessments prepared by BRB's Head of Internal Audit, Derek Ballard, and his team;
(g) Prior OCC examination reports, Matters Requiring Attention ("MRAs"), Matters Requiring Immediate Attention ("MRIAs"), and all related BRB correspondence with the OCC, including the June 2022 MRA, the November 2023 MRIA, and all responses and action plans submitted by BRB in connection therewith; and
(h) Such other records, data, systems, and documentation as Thornfield may reasonably request in connection with the performance of the Scope of Work.
Section 7.2 — Key BRB Personnel. BRB shall make the following personnel, and their respective staffs and direct reports, available for interviews, information requests, working sessions, and ongoing cooperation throughout the Engagement Term:
(a) Patricia Langston, Chief Compliance Officer;
(b) Thomas Ikeda, BSA Officer and AML Program Director;
(c) Melissa Chu, Chief Risk Officer;
(d) Warren Ashby, Head of Fintech Partnerships and BaaS Division;
(e) Linda Petrosian, Chief Information Officer and Chief Technology Officer;
(f) Derek Ballard, Head of Internal Audit; and
(g) Gregory Nardone, General Counsel and Corporate Secretary.
BRB shall ensure that the foregoing personnel are responsive to Thornfield's requests and shall instruct such personnel to cooperate fully and candidly with Thornfield. BRB shall provide Thornfield with reasonable access to additional Bank personnel as may be identified during the course of the engagement.
Section 7.3 — On-Site Presence. BRB shall provide Thornfield with dedicated workspace at BRB's headquarters located at 680 Lexington Avenue, 22nd Floor, New York, NY 10022, including appropriate office space, furniture, telecommunications access, secure internet connectivity, and access to printing and copying facilities, for the duration of the on-site assessment commencing March 1, 2025, and as needed throughout the Engagement Term. BRB shall ensure that Thornfield personnel are issued appropriate building access credentials and security badges within five (5) business days of the commencement of on-site activities.
Section 7.4 — Cooperation Obligation. BRB shall respond to Thornfield's information requests promptly, and in no event later than five (5) business days after receipt of such requests, absent good cause communicated to Thornfield in writing. If BRB requires additional time to respond to a particular request due to the complexity or volume of the information sought, BRB shall notify Thornfield within two (2) business days of receipt of the request, provide a reasonable estimated response date, and use commercially reasonable efforts to provide the requested information as expeditiously as possible. BRB shall not impede, delay, obstruct, or otherwise interfere with Thornfield's assessment in any manner, and BRB shall instruct all personnel to cooperate fully and candidly with Thornfield.
Section 7.5 — Third-Party Vendor Access. BRB shall facilitate Thornfield's access to relevant third-party vendors and service providers as reasonably necessary for Thornfield's assessment, including but not limited to: (a) Veridian Analytics Inc. (contact: Priya Subramanian, Vice President of Client Solutions), with respect to the Veridian TMS system documentation, configuration, tuning, and upgrade planning; and (b) Pinnacle Compliance Solutions LLC (contact: Andrea Solis, Director of Managed Services), with respect to the engagement of temporary compliance analysts supporting BRB's SAR backlog remediation and CDD/EDD review efforts. BRB shall use commercially reasonable efforts to arrange such vendor access within ten (10) business days of Thornfield's request, including, where necessary, executing or amending nondisclosure agreements or other contractual arrangements to permit Thornfield's access to vendor personnel and documentation.
ARTICLE VIII — CONFIDENTIALITY
Section 8.1 — Confidential Information. Each party acknowledges that it may receive confidential and proprietary information of the other party in connection with this engagement. As used in this Agreement, "Confidential Information" means all non-public information provided by one party (the "Disclosing Party") to the other party (the "Receiving Party") in connection with this engagement, whether in written, oral, electronic, or other form, including but not limited to: (i) customer data, including personally identifiable information ("PII") and nonpublic personal information ("NPI") as defined under the Gramm-Leach-Bliley Act; (ii) financial records, performance data, and strategic plans; (iii) compliance materials, including SAR filings, CTRs, OFAC screening records, and alert investigation files; (iv) personnel information; (v) trade secrets, proprietary methodologies, and intellectual property; (vi) all information related to the Consent Order, remediation efforts, and OCC supervisory communications; and (vii) any information designated as confidential by the Disclosing Party. With respect to BRB, Confidential Information shall also include all regulatory examination materials, internal audit reports, and information concerning BRB's BaaS partner relationships and associated transaction data.
Section 8.2 — Use Restriction. Thornfield shall use BRB's Confidential Information solely for the purpose of performing the services under this Agreement and shall not disclose such information to any third party except: (a) to the OCC and the Financial Crimes Enforcement Network ("FinCEN") as required by the Consent Order, applicable law, or regulatory directive; (b) to Thornfield's outside counsel, Hargrove & Stein PC, on a need-to-know basis and subject to appropriate confidentiality obligations; (c) with the prior written consent of BRB; or (d) as required by applicable law, regulation, subpoena, court order, or other valid legal process, provided that Thornfield shall, to the extent permitted by law, provide BRB with prompt written notice of any such requirement to enable BRB to seek a protective order or other appropriate remedy. BRB shall use Thornfield's Confidential Information (including Thornfield's proprietary methodologies, tools, and work processes) solely for purposes of this engagement and shall not disclose such information to third parties without Thornfield's prior written consent.
Section 8.3 — Data Security. Thornfield shall implement and maintain appropriate administrative, technical, and physical safeguards to protect BRB's Confidential Information against unauthorized access, use, disclosure, alteration, or destruction, consistent with applicable banking regulatory requirements (including the Interagency Guidelines Establishing Information Security Standards), the Gramm-Leach-Bliley Act, and industry standards. Such safeguards shall include, at a minimum: (i) encryption of Confidential Information at rest and in transit; (ii) multi-factor authentication for access to systems containing Confidential Information; (iii) access controls limiting access to Confidential Information to authorized personnel on a need-to-know basis; (iv) regular security assessments and vulnerability testing; and (v) incident response procedures for the detection and remediation of security incidents. In the event of any actual or suspected unauthorized access to or disclosure of BRB's Confidential Information, Thornfield shall promptly notify BRB and C&H, and in no event later than forty-eight (48) hours after becoming aware of such incident.
Section 8.4 — Return or Destruction. Upon termination or expiration of this Agreement, and upon BRB's written request, Thornfield shall, at BRB's election, either: (a) return to BRB all Confidential Information of BRB in Thornfield's possession or control, in whatever form or medium; or (b) securely destroy all such Confidential Information in accordance with industry standards for secure data destruction, including overwriting, degaussing, or physical destruction of media, as appropriate. Thornfield's obligations under this Section are subject to any retention obligations imposed by applicable law, regulation, or professional standards, and Thornfield may retain one archival copy of BRB's Confidential Information solely for the purpose of complying with such retention requirements, provided that such archival copy remains subject to the confidentiality obligations of this Article VIII. Thornfield shall certify in writing to BRB, within thirty (30) days following the effective date of termination or expiration, that it has completed the return or destruction of Confidential Information as directed by BRB.
Section 8.5 — Survival. The obligations of this Article VIII shall survive the termination or expiration of this Agreement for a period of three (3) years from the date of such termination or expiration.
ARTICLE IX — PRIVILEGE AND WORK PRODUCT
Section 9.1 — Separate Engagement. The parties acknowledge that Thornfield's engagement as an independent consultant under this Agreement is separate and distinct from BRB's engagement of Calderwood & Harkness LLP as outside regulatory counsel. Thornfield's work product, reports, deliverables, and communications prepared or made in connection with this engagement are not protected by the attorney-client privilege or the work-product doctrine, except to the extent that specific communications or materials may be subject to protection under the common-interest framework described in Section 9.2. The parties acknowledge that Thornfield is retained to perform an independent assessment and to report its findings to both BRB and the OCC, and that the disclosure of Thornfield's reports and deliverables to the OCC is an intended and required element of this engagement.
Section 9.2 — Common Interest Arrangement. To the extent applicable, the parties acknowledge the existence of a Privilege & Confidentiality Side Letter (the "Side Letter") entered into among BRB, Calderwood & Harkness LLP, and Thornfield Consulting Group LLC, establishing a common-interest framework governing the treatment of attorney-client privileged and work-product protected materials that may be shared among the parties in connection with this engagement. The Side Letter sets forth protocols for the identification, handling, and protection of privileged materials and is intended to facilitate the sharing of certain privileged information among the parties without waiver of applicable privileges. The Side Letter is a separate agreement and is not attached hereto, but is incorporated herein by reference to the extent relevant to the obligations of the parties under this Article IX.
Section 9.3 — Privileged Materials. Thornfield shall follow the protocols established in the Privilege & Confidentiality Side Letter with respect to any attorney-client privileged or work-product protected materials of BRB or C&H that may be shared with Thornfield for purposes of the engagement. Thornfield shall maintain the confidentiality of such materials, shall limit access to such materials to Thornfield personnel with a need to know, and shall not disclose such materials to the OCC or any other party without the prior written consent of BRB and C&H, except as required by applicable law, regulation, or valid legal process. In the event that the OCC requests access to materials that Thornfield reasonably believes may be subject to attorney-client privilege or work-product protection, Thornfield shall promptly notify BRB and C&H before producing any such materials.
Section 9.4 — Thornfield Reports to OCC. The parties acknowledge and agree that Thornfield's reports and deliverables under this Agreement — including the Preliminary Gap Assessment, Interim Monitoring Reports, and the Final Validation Report — will be provided to the OCC as required by the Consent Order and are not intended to be privileged communications. BRB waives any claim of privilege with respect to the content of such reports and deliverables to the extent that they are provided to the OCC, and Thornfield shall have no liability to BRB arising from the disclosure of such reports and deliverables to the OCC in accordance with this Agreement.
ARTICLE X — REPRESENTATIONS AND WARRANTIES
Section 10.1 — Thornfield Representations. Thornfield represents and warrants to BRB as follows:
(a) Organization and Good Standing. Thornfield is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is qualified to do business in the State of New York and in each other jurisdiction where such qualification is required for the performance of the services contemplated by this Agreement.
(b) Authority and Capacity. Thornfield has the full legal authority and organizational capacity to enter into this Agreement and to perform the services contemplated herein. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of Thornfield, and this Agreement constitutes a valid and binding obligation of Thornfield, enforceable against Thornfield in accordance with its terms.
(c) No Conflicts of Interest. Thornfield and its Key Personnel have no conflicts of interest with respect to BRB, BRFG, their respective directors, officers, employees, or any affiliated entity that would impair Thornfield's independence or its ability to render an objective, unbiased assessment. Thornfield has conducted a conflict-of-interest review and has disclosed to BRB and the OCC all relationships, financial interests, and prior engagements that could reasonably be perceived as creating a conflict of interest. Thornfield shall promptly disclose any conflict or potential conflict that arises during the Engagement Term.
(d) Qualifications and Experience. Thornfield's Key Personnel possess the qualifications, professional experience, and substantive expertise necessary to perform a comprehensive BSA/AML and OFAC compliance program assessment of the scope and complexity contemplated by this Agreement and the Consent Order. Thornfield has extensive experience conducting independent consultant engagements mandated by federal banking regulators, including the OCC, the Board of Governors of the Federal Reserve System, and the Federal Deposit Insurance Corporation.
(e) No Disciplinary Actions. Thornfield has not been the subject of any disciplinary action, sanction, cease and desist order, consent order, or adverse finding by any federal or state regulatory body, professional licensing authority, or self-regulatory organization that would impair its ability to serve as an OCC-mandated independent consultant or that would materially affect its professional reputation or standing.
Section 10.2 — BRB Representations. BRB represents and warrants to Thornfield as follows:
(a) Organization and Charter. BRB is a national banking association duly organized and operating under a charter granted by the OCC pursuant to 12 U.S.C. § 21 et seq., OCC Charter No. 48271, FDIC Certificate No. 31845.
(b) Authority. BRB has the full corporate authority to enter into this Agreement, including appropriate authorization from its Board of Directors and General Counsel, Gregory Nardone. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action on the part of BRB, and this Agreement constitutes a valid and binding obligation of BRB, enforceable against BRB in accordance with its terms, subject to applicable banking regulatory limitations.
(c) Full Disclosure. BRB has disclosed to Thornfield the material terms and conditions of the Consent Order and all related OCC supervisory actions, including the June 2022 MRA and the November 2023 MRIA, together with all BRB responses, action plans, and correspondence related thereto. BRB is not aware of any material information relevant to the Consent Order or to Thornfield's engagement that has not been disclosed to Thornfield. BRB shall promptly disclose to Thornfield any material information that becomes known to BRB during the Engagement Term that is relevant to Thornfield's assessment.
(d) Cooperation. BRB will cooperate fully and in good faith with Thornfield throughout the Engagement Term, as required by Article VII of this Agreement and the Consent Order, and will use commercially reasonable efforts to ensure that all Bank personnel, systems, and documentation are made available to Thornfield in a timely manner.
ARTICLE XI — STANDARD OF CARE AND PERFORMANCE
Section 11.1 — Professional Standard. Thornfield shall perform the services under this Agreement in a competent and professional manner, exercising the degree of skill, care, and diligence that would reasonably be expected of a qualified independent consulting firm performing BSA/AML and OFAC compliance assessment and remediation validation services of comparable scope and complexity for a national banking association of similar size and risk profile. Thornfield's services shall be consistent with generally accepted standards for independent consulting engagements of this nature in the financial services industry, including applicable professional standards, regulatory guidance, and examination procedures published by the OCC, FinCEN, and the Federal Financial Institutions Examination Council ("FFIEC").
Section 11.2 — Compliance with Applicable Law. Thornfield shall perform all services under this Agreement in compliance with applicable federal and state laws and regulations, including but not limited to the Bank Secrecy Act (31 U.S.C. § 5311 et seq.), the USA PATRIOT Act (Pub. L. No. 107-56), the International Emergency Economic Powers Act (50 U.S.C. §§ 1701-1706), and the requirements of the Consent Order. Thornfield shall also comply with all applicable professional ethical standards and codes of conduct.
Section 11.3 — Timeliness. Thornfield shall adhere to the deliverable timeline set forth in Article V and Appendix A of this Agreement. Time is of the essence with respect to the delivery of each deliverable specified herein, given the regulatory nature of this engagement and BRB's obligations under the Consent Order to meet specified remediation milestones. In the event Thornfield anticipates a delay in any deliverable, Thornfield shall promptly notify BRB, C&H, and the OCC in writing as soon as practicable after becoming aware of the anticipated delay. Such notice shall identify the cause of the delay, the expected duration of the delay, and a proposed revised timeline for the affected deliverable. Any revised timeline shall be subject to BRB's and the OCC's review and approval.
ARTICLE XII — LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 12.1 — Limitation of Liability. Thornfield's aggregate liability to BRB and BRFG arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability, or any other legal or equitable theory, shall not exceed the total fees actually paid to Thornfield under this Agreement (i.e., up to Six Million Five Hundred Thousand Dollars ($6,500,000)). This limitation of liability shall not apply to: (a) Thornfield's indemnification obligations under Section 12.3(a); (b) liability arising from Thornfield's gross negligence, willful misconduct, or fraud; or (c) Thornfield's obligations under Article VIII (Confidentiality) with respect to unauthorized disclosure of BRB's Confidential Information resulting from Thornfield's failure to maintain the safeguards required by Section 8.3.
Section 12.2 — Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR REPUTATIONAL HARM, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION SHALL NOT APPLY TO DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR TO A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE VIII.
Section 12.3 — Mutual Indemnification.
(a) Thornfield Indemnification. Thornfield shall indemnify, defend, and hold harmless BRB, BRFG, and their respective directors, officers, employees, agents, and successors (collectively, the "BRB Indemnitees") from and against any and all third-party claims, demands, actions, suits, losses, damages, liabilities, judgments, settlements, and expenses (including reasonable attorneys' fees and costs of investigation and litigation) arising out of or resulting from: (i) Thornfield's gross negligence, willful misconduct, or fraud in the performance of its obligations under this Agreement; or (ii) Thornfield's material breach of any representation, warranty, covenant, or obligation under this Agreement. Thornfield's obligation to indemnify the BRB Indemnitees shall be subject to the following conditions: (x) BRB shall provide Thornfield with prompt written notice of any claim for which indemnification is sought; (y) Thornfield shall have the right to assume the defense of such claim with counsel reasonably acceptable to BRB; and (z) BRB shall cooperate in good faith with Thornfield in the defense of such claim.
(b) BRB Indemnification. BRB shall indemnify, defend, and hold harmless Thornfield and its members, managers, directors, officers, employees, agents, and successors (collectively, the "Thornfield Indemnitees") from and against any and all third-party claims, demands, actions, suits, losses, damages, liabilities, judgments, settlements, and expenses (including reasonable attorneys' fees and costs of investigation and litigation) arising out of or resulting from BRB's material breach of any representation, warranty, covenant, or obligation under this Agreement; provided, however, that BRB's indemnification obligation under this Section 12.3(b) shall not extend to any claim or liability arising from Thornfield's own gross negligence, willful misconduct, fraud, or material breach of this Agreement. BRB's obligation to indemnify the Thornfield Indemnitees shall be subject to the same conditions set forth in Section 12.3(a)(x) through (z), mutatis mutandis.
ARTICLE XIII — INSURANCE
Section 13.1 — Thornfield Insurance Requirements. Thornfield shall maintain, at its own expense, throughout the Engagement Term and for a period of two (2) years following the expiration or termination of this Agreement, the following insurance coverage with carriers rated "A-" or better by A.M. Best Company:
(a) Professional Liability (Errors and Omissions) Insurance: Coverage with a minimum limit of Ten Million Dollars ($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate, covering claims arising from Thornfield's professional services, errors, omissions, and negligent acts in the performance of its obligations under this Agreement;
(b) Commercial General Liability Insurance: Coverage with a minimum limit of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate, covering bodily injury, property damage, personal injury, and advertising injury arising from Thornfield's operations; and
(c) Cyber Liability Insurance: Coverage with a minimum limit of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate, covering claims arising from data breaches, unauthorized access to or disclosure of confidential information, network security failures, and related technology-based liabilities.
Section 13.2 — Certificates of Insurance. Thornfield shall provide BRB with certificates of insurance evidencing the required coverage within ten (10) business days of the Effective Date and annually thereafter on each anniversary of the Effective Date, or upon BRB's reasonable request. Certificates shall identify BRB as an additional insured under the commercial general liability policy and shall provide that BRB shall receive at least thirty (30) days' prior written notice of any cancellation, non-renewal, or material change in coverage. Thornfield shall promptly notify BRB in writing of any material change in its insurance coverage, including any reduction in coverage limits, cancellation, or non-renewal.
ARTICLE XIV — TERM AND TERMINATION
Section 14.1 — Term. This Agreement shall be effective as of the Effective Date, February 10, 2025, and shall continue in full force and effect through February 15, 2026, unless earlier terminated in accordance with the provisions of this Article XIV. The parties acknowledge that the Engagement Term has been established to align with the remediation timeline set forth in the Consent Order and the deliverable schedule set forth in Article V and Appendix A.
Section 14.2 — Termination by Mutual Agreement. This Agreement may be terminated at any time by the mutual written agreement of BRB and Thornfield, subject to the prior approval or non-objection of the OCC. Any termination by mutual agreement shall specify the effective date of termination, the disposition of pending deliverables, and the allocation of fees and expenses.
Section 14.3 — Termination by BRB. BRB may terminate this Agreement upon sixty (60) days' prior written notice to Thornfield, subject to: (a) the prior approval of the OCC, which BRB shall seek promptly upon its decision to terminate; and (b) BRB's obligation to pay all fees and expenses accrued and earned through the effective date of termination, calculated on a pro-rata basis based on the months elapsed during the Engagement Term. BRB acknowledges that termination of this Agreement does not relieve BRB of its obligation under the Consent Order to maintain an independent consultant engagement, and that BRB must engage a replacement independent consultant acceptable to the OCC.
Section 14.4 — Termination by Thornfield. Thornfield may terminate this Agreement upon sixty (60) days' prior written notice to BRB if BRB materially breaches its cooperation obligations under Article VII and fails to cure such breach within thirty (30) days after receiving written notice thereof from Thornfield specifying the nature of the breach in reasonable detail. Prior to delivering a notice of termination, Thornfield shall consult with C&H in an effort to resolve the cooperation failure. Any termination by Thornfield shall be subject to prior written notice to the OCC, and Thornfield shall cooperate with the OCC during any transition to a replacement independent consultant.
Section 14.5 — Termination for Cause. Either party may terminate this Agreement immediately upon written notice to the other party if the other party: (a) becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy, has an involuntary petition in bankruptcy filed against it that is not dismissed within sixty (60) days, or has a receiver, trustee, or conservator appointed over all or a substantial portion of its assets; (b) is found by a court of competent jurisdiction or a federal or state regulatory body to have engaged in fraud related to this engagement; or (c) otherwise commits a material breach of this Agreement that is not cured within thirty (30) days of written notice specifying the nature of the breach in reasonable detail.
Section 14.6 — Effect of Termination. Upon termination or expiration of this Agreement for any reason:
(a) Thornfield sh