[sheet: Privilege Log]

Log Entry No.	Bates Range — Begin	Bates Range — End	Date of Document	Document Type	Author(s)	Recipient(s)	CC / Other Recipients	Description of Document	Privilege Asserted	Basis for Privilege	Withheld or Redacted
1	BRB-004217	BRB-004219	06/10/2021	Email with attachment	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	David Blakemore, Partner, Blakemore & Stern LLP	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Email from BRB General Counsel to outside counsel at Blakemore & Stern LLP requesting legal advice regarding structure and documentation of proposed credit facility to Triton Harbor Industries, LLC, with attached draft term sheet markup.	Attorney-Client Privilege	Confidential communication between client (BRB, through its General Counsel) and its attorney (Blakemore & Stern LLP) for the purpose of obtaining legal advice regarding the structuring and documentation of the Triton Harbor credit facility.	Withheld in Full
2	BRB-004355	BRB-004356	06/14/2021	Email	David Blakemore, Partner, Blakemore & Stern LLP	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Email from outside counsel to BRB General Counsel providing legal advice regarding personal guaranty provisions in the proposed Triton Harbor credit facility, including advice on the scope and enforceability of the limited guaranty by Marcus J. Kappel.	Attorney-Client Privilege	Confidential communication from attorney (Blakemore & Stern LLP) to client (BRB) providing legal advice regarding guaranty documentation in connection with the Triton Harbor credit facility origination.	Withheld in Full
3	BRB-005891	BRB-005893	03/10/2023	Memorandum	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Philip Aaronson, EVP & Chief Credit Officer, Belmont Ridge Bank NA; Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA	Internal memorandum from BRB General Counsel to Chief Credit Officer and Head of Special Assets Group providing legal advice regarding BRB's rights and remedies following credit downgrade of Triton Harbor Industries, LLC account to Substandard (Risk Rating 7) and transfer to Special Assets Group.	Attorney-Client Privilege	Confidential communication from BRB's in-house legal counsel to senior bank officers seeking and providing legal advice regarding the bank's contractual rights and remedies under the Triton Harbor credit agreement following covenant defaults and credit deterioration.	Withheld in Full
4	BRB-006102	BRB-006104	03/15/2023	Email chain (3 emails)	Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA	Email chain between SAG head and BRB General Counsel seeking and receiving legal advice regarding enforcement options, including potential acceleration, with respect to the Triton Harbor credit facilities following breach of Fixed Charge Coverage Ratio (0.87x vs. 1.20x minimum) and Total Leverage Ratio (4.92x vs. 3.50x maximum) covenants.	Attorney-Client Privilege	Confidential communications between client representatives and in-house counsel seeking and providing legal advice concerning the bank's enforcement rights following financial covenant breaches by Triton Harbor.	Withheld in Full
5	BRB-006287	BRB-006287	03/22/2023	Email	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA	Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA	Email from Associate General Counsel to SAG officers providing legal analysis of forbearance vs. acceleration alternatives and associated legal risks in connection with the Triton Harbor account.	Attorney-Client Privilege	Confidential communication from in-house counsel to client representatives providing legal analysis and advice regarding workout strategy options for the Triton Harbor credit relationship.	Withheld in Full
6	BRB-007415	BRB-007418	04/12/2023	Letter	David Blakemore, Partner, Blakemore & Stern LLP	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Letter from outside counsel to BRB General Counsel providing legal advice and analysis regarding BRB's collateral position, UCC Article 9 perfection issues, and title insurance coverage (Policy No. HT-NYC-2021-04553, Harborview Title & Escrow Co.) with respect to the Triton Harbor terminal facility at 50-22 Borden Avenue, Long Island City, NY.	Attorney-Client Privilege	Confidential communication from outside legal counsel to client providing legal advice regarding the bank's secured creditor position and related title insurance matters.	Withheld in Full
7	BRB-008033	BRB-008035	05/18/2023	Email chain (2 emails)	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	David Blakemore, Partner, Blakemore & Stern LLP	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Email chain between BRB General Counsel and outside counsel at Blakemore & Stern LLP seeking and receiving legal advice regarding potential liability exposure if BRB were to extend additional credit to Triton Harbor during the workout process, including lender liability considerations.	Attorney-Client Privilege	Confidential communication between client and attorney for the purpose of obtaining legal advice regarding potential lender liability risks associated with the Triton Harbor workout.	Withheld in Full
8	BRB-008512	BRB-008514	06/05/2023	Memorandum	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA; Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA	Internal memorandum from BRB Associate General Counsel to SAG officers providing legal guidance on permissible communications with Triton Harbor's management and its restructuring advisor, Mercer Tidwell & Associates LLC, during workout negotiations, including advice on avoiding statements that could be construed as commitments to extend future credit.	Attorney-Client Privilege	Confidential communication from in-house legal counsel to client representatives providing legal advice regarding the conduct of workout negotiations and avoidance of potential lender liability.	Withheld in Full
9	BRB-009441	BRB-009442	07/14/2023	Email	Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Email from SAG head to BRB General Counsel requesting legal advice regarding the enforceability of a proposed forbearance agreement structure requiring expanded personal guaranties from Marcus J. Kappel and Elaine D. Kappel.	Attorney-Client Privilege	Confidential communication from client representative to in-house counsel seeking legal advice regarding enforceability of proposed guaranty modifications in the Triton Harbor workout.	Withheld in Full
10	BRB-009501	BRB-009504	07/19/2023	Email with attachment	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA; Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA	Email from BRB General Counsel to SAG head providing legal advice regarding the proposed forbearance and modification agreement terms, attaching a markup of the draft agreement with legal comments, including advice on the 'no commitment to extend credit' disclaimer provision (later incorporated as Section 9(c)) and the integration clause (later incorporated as Section 12(a)).	Attorney-Client Privilege	Confidential communication from in-house counsel to client representatives providing legal advice and attorney work product in the form of markup and commentary on a draft transactional agreement.	Withheld in Full
11	BRB-010112	BRB-010115	08/03/2023	Email chain (4 emails)	David Blakemore, Partner, Blakemore & Stern LLP; Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA; David Blakemore, Partner, Blakemore & Stern LLP	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Email chain between BRB General Counsel and outside counsel discussing legal strategy for the Triton Harbor workout, including assessment of litigation risk if BRB were to accelerate the loans after a forbearance period and analysis of potential borrower counterclaims.	Attorney-Client Privilege / Work Product Doctrine	Confidential attorney-client communications regarding legal strategy and counsel's mental impressions regarding potential litigation risks, prepared in anticipation of possible future litigation with Triton Harbor.	Withheld in Full
12	BRB-010388	BRB-010393	08/22/2023	Memorandum	Philip Aaronson, EVP & Chief Credit Officer, Belmont Ridge Bank NA	Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Internal memorandum from BRB Chief Credit Officer to Head of SAG, copied to General Counsel, regarding recommended disposition strategy for the Triton Harbor relationship. The memorandum was directed to and copied to BRB's General Counsel for the purpose of obtaining legal advice regarding the proposed disposition strategy and its legal implications.	Attorney-Client Privilege	Although authored by a business officer, this memorandum was communicated to the General Counsel of BRB for the primary purpose of seeking legal advice regarding the legal risks and implications of the recommended disposition strategy for the Triton Harbor credit relationship. The inclusion of General Counsel as a recipient reflects the dual business-legal nature of the communication, with the primary purpose being to obtain legal guidance on the proposed course of action. Privilege is asserted on the ground that the communication was made in confidence to BRB's attorney for the purpose of obtaining legal advice.	Withheld in Full
13	BRB-010401	BRB-010403	08/24/2023	Email chain (2 emails)	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Philip Aaronson, EVP & Chief Credit Officer, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Email chain in which BRB General Counsel responds to the Chief Credit Officer's August 22, 2023 memorandum, providing legal advice regarding the recommended disposition strategy and associated legal risks, including potential lender liability and fraudulent inducement claims.	Attorney-Client Privilege	Confidential communication from in-house counsel to client representative providing legal advice in direct response to the disposition strategy memorandum, reflecting counsel's legal analysis of litigation risks associated with the proposed course of action.	Withheld in Full
14	BRB-010590	BRB-010592	08/29/2023	Email chain (3 emails)	Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA; Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA; Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Email chain between SAG head and BRB General Counsel seeking and receiving legal advice regarding whether BRB officers should discuss any potential future credit facility with Triton Harbor during forbearance negotiations, in light of the disposition strategy, and counsel's advice on managing communications to minimize litigation exposure.	Attorney-Client Privilege	Confidential communications between client representative and in-house counsel seeking and providing legal advice concerning the conduct of workout negotiations and mitigation of lender liability risk.	Withheld in Full
15	BRB-010780	BRB-010782	09/05/2023	Memorandum	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA; Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Internal memorandum from BRB Associate General Counsel to SAG officers providing legal guidance in advance of the scheduled September 12, 2023 meeting with Marcus J. Kappel and Elaine D. Kappel, including advice on permissible statements regarding the bank's future lending posture and the importance of not making representations inconsistent with the proposed forbearance terms.	Attorney-Client Privilege	Confidential communication from in-house counsel to client representatives providing pre-meeting legal advice and guidance on communications with the borrower to avoid potential lender liability exposure.	Withheld in Full
16	BRB-011205	BRB-011207	09/14/2023	Email chain (2 emails)	Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA	Email from SAG officer to BRB General Counsel reporting on the September 12, 2023 meeting with Marcus J. Kappel and Elaine D. Kappel at BRB offices (1200 Avenue of the Americas, 38th Floor), seeking legal advice regarding follow-up communications with the borrower, with responsive legal guidance from General Counsel.	Attorney-Client Privilege	Confidential communication from client representative to in-house counsel reporting factual developments and seeking legal advice regarding post-meeting communications with the borrower, with responsive legal advice from counsel.	Withheld in Full
17	BRB-011490	BRB-011491	09/20/2023	Email	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA; Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA	Email from BRB Associate General Counsel to SAG officers providing legal advice regarding the Joanna Reeves email of September 18, 2023 to Marcus J. Kappel and the potential legal implications of the language used therein.	Attorney-Client Privilege	Confidential communication from in-house counsel to client representatives providing legal analysis and advice regarding the legal significance of a specific borrower communication.	Withheld in Full
18	BRB-011782	BRB-011786	09/28/2023	Email with attachment	David Blakemore, Partner, Blakemore & Stern LLP	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Email from outside counsel at Blakemore & Stern LLP to BRB General Counsel transmitting and commenting on the near-final draft of the Forbearance and Modification Agreement, including attorney commentary on the enforceability of the disclaimer provisions and the expanded personal guaranty terms for Marcus J. Kappel (amended from $4,500,000 limited to unlimited) and the new unlimited guaranty for Elaine D. Kappel.	Attorney-Client Privilege / Work Product Doctrine	Confidential communication from outside legal counsel to client transmitting attorney work product (marked-up draft agreement with legal commentary) and providing legal advice regarding transactional documentation.	Withheld in Full
19	BRB-012015	BRB-012017	10/04/2023	Email chain (2 emails)	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA; David Blakemore, Partner, Blakemore & Stern LLP	David Blakemore, Partner, Blakemore & Stern LLP; Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Email chain between BRB General Counsel and Blakemore & Stern LLP regarding final legal review of the Forbearance and Modification Agreement prior to execution on October 6, 2023, including confirmation that the Section 9(c) 'no commitment to extend credit' disclaimer and the Section 12(a) integration clause are properly included.	Attorney-Client Privilege	Confidential attorney-client communications regarding final legal review and advice on transactional documentation in connection with the Triton Harbor forbearance.	Withheld in Full
20	BRB-012310	BRB-012312	11/15/2023	Email chain (2 emails)	Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Email from SAG head to BRB General Counsel seeking legal advice regarding BRB's options if Triton Harbor fails to achieve covenant cure milestones during the forbearance period, including advice on timing and procedures for acceleration.	Attorney-Client Privilege	Confidential communication from client representative to in-house counsel seeking legal advice regarding the bank's enforcement rights under the Forbearance and Modification Agreement.	Withheld in Full
21	BRB-012501	BRB-012504	12/08/2023	Memorandum	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Philip Aaronson, EVP & Chief Credit Officer, Belmont Ridge Bank NA; Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Internal memorandum from BRB General Counsel to Chief Credit Officer and SAG head providing a comprehensive legal analysis of BRB's enforcement options upon potential expiration of the forbearance period, including analysis of acceleration rights, foreclosure procedures for the Long Island City terminal facility, and the enforceability of the unlimited personal guaranties against Marcus J. Kappel and Elaine D. Kappel.	Attorney-Client Privilege	Confidential communication from in-house legal counsel to senior bank officers providing legal analysis and advice regarding enforcement strategy in anticipation of the expiration of the forbearance period.	Withheld in Full
22	BRB-012700	BRB-012702	01/22/2024	Email chain (3 emails)	Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA; Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA; Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA	Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA	Email chain between SAG officer and BRB Associate General Counsel regarding Triton Harbor's Q4 2023 financial reporting and legal analysis of whether the reported financial metrics constituted progress toward covenant cure under the Forbearance Agreement, with legal advice from counsel.	Attorney-Client Privilege	Confidential communications between client representative and in-house counsel seeking and providing legal advice regarding interpretation of forbearance agreement compliance metrics.	Withheld in Full
23	BRB-012847	BRB-012849	02/14/2024	Email	Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA	Email from SAG officer to BRB General Counsel discussing potential litigation exposure arising from the Triton Harbor workout, including SAG's assessment of the borrower's likely arguments and request for legal guidance on managing communications in advance of the forbearance expiration on April 3, 2024.	Attorney-Client Privilege / Work Product Doctrine	Confidential communication from client representative to in-house counsel seeking legal advice in anticipation of litigation, reflecting mental impressions and analysis of potential litigation exposure. (Note: This document was inadvertently produced and is subject to clawback notice dated January 22, 2025.)	Withheld in Full
24	BRB-013055	BRB-013058	03/15/2024	Email with attachment	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	David Blakemore, Partner, Blakemore & Stern LLP	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Email from BRB General Counsel to outside counsel transmitting Triton Harbor's March 2024 financial statements and seeking legal advice regarding the appropriate timing and legal basis for issuing a notice of default and acceleration, given that the FCCR remained at 0.94x (below the 1.20x minimum) as of March 31, 2024.	Attorney-Client Privilege	Confidential communication from client to outside legal counsel seeking legal advice regarding the timing and legal sufficiency of enforcement actions under the Forbearance and Modification Agreement.	Withheld in Full

25	BRB-013200	BRB-013204	04/02/2024	Memorandum	David Blakemore, Partner, Blakemore & Stern LLP	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA; Philip Aaronson, EVP & Chief Credit Officer, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA; Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA	Memorandum from outside counsel at Blakemore & Stern LLP to BRB providing legal advice and analysis regarding the issuance of a Notice of Default and Acceleration upon expiration of the 180-day forbearance period on April 3, 2024, including analysis of potential borrower defenses and counterclaims.	Attorney-Client Privilege / Work Product Doctrine	Confidential communication from outside counsel to client providing legal advice and attorney mental impressions regarding anticipated litigation strategy in connection with the planned acceleration of the Triton Harbor credit facilities.	Withheld in Full
26	BRB-013410	BRB-013412	04/10/2024	Email chain (3 emails)	David Blakemore, Partner, Blakemore & Stern LLP; Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA; David Blakemore, Partner, Blakemore & Stern LLP	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Email chain between BRB General Counsel and Blakemore & Stern LLP regarding the form and content of the Notice of Default and Acceleration to be sent to Triton Harbor Industries, LLC and the individual guarantors, with legal advice on ensuring compliance with contractual notice provisions.	Attorney-Client Privilege	Confidential attorney-client communications regarding the preparation and issuance of enforcement notices, constituting legal advice from counsel.	Withheld in Full
27	BRB-013700	BRB-013703	04/20/2024	Memorandum	David Blakemore, Partner, Blakemore & Stern LLP	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Memorandum from outside counsel providing legal analysis of foreclosure procedures for the Triton Harbor terminal facility at 50-22 Borden Avenue, Long Island City, NY, including coordination with Harborview Title & Escrow Co. regarding title insurance coverage under Policy No. HT-NYC-2021-04553.	Attorney-Client Privilege / Work Product Doctrine	Confidential communication from outside counsel to client providing legal advice regarding foreclosure procedures and attorney work product analyzing related real property enforcement issues.	Withheld in Full
28	BRB-014100	BRB-014102	05/08/2024	Email chain (2 emails)	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	David Blakemore, Partner, Blakemore & Stern LLP	Email from BRB General Counsel to outside counsel seeking legal advice regarding potential deficiency judgment strategy in light of the estimated total accelerated amount of $17,456,212 against estimated total collateral value of $16,600,000.	Attorney-Client Privilege	Confidential communication from client to attorney seeking legal advice regarding litigation strategy and enforcement of claims against borrower and guarantors.	Withheld in Full
29	BRB-014500	BRB-014504	06/12/2024	Memorandum	David Blakemore, Partner, Blakemore & Stern LLP	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Memorandum from outside counsel to BRB General Counsel providing a pre-litigation assessment and recommended strategy for commencing the enforcement action against Triton Harbor Industries, LLC, Marcus J. Kappel, and Elaine D. Kappel, including draft complaint outline and analysis of anticipated defenses and counterclaims.	Attorney-Client Privilege / Work Product Doctrine	Confidential communication from attorney to client providing legal advice and attorney work product prepared in anticipation of litigation, containing counsel's mental impressions, legal theories, and litigation strategy.	Withheld in Full
30	BRB-014820	BRB-014824	07/25/2024	Draft document	David Blakemore, Partner, Blakemore & Stern LLP	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Draft verified complaint prepared by Blakemore & Stern LLP for review by BRB General Counsel prior to filing, with attorney annotations and comments, in the action subsequently filed August 12, 2024 as Index No. 654871/2024.	Attorney-Client Privilege / Work Product Doctrine	Attorney work product prepared in anticipation of litigation, containing counsel's mental impressions, legal theories, and strategy, shared with client for review in the course of the attorney-client relationship.	Withheld in Full
31	BRB-015100	BRB-015103	08/05/2024	Email chain (3 emails)	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA; David Blakemore, Partner, Blakemore & Stern LLP	David Blakemore, Partner, Blakemore & Stern LLP; Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Email chain between BRB General Counsel and outside counsel finalizing the verified complaint and discussing litigation strategy in advance of the August 12, 2024 filing of Belmont Ridge Bank NA v. Triton Harbor Industries, LLC et al.	Attorney-Client Privilege / Work Product Doctrine	Confidential attorney-client communications regarding litigation strategy and preparation for filing of the enforcement action, containing attorney work product and mental impressions.	Withheld in Full
32	BRB-015550	BRB-015553	09/10/2024	Memorandum	David Blakemore, Partner, Blakemore & Stern LLP	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Memorandum from outside counsel providing assessment of the counterclaims anticipated from Triton Harbor and the Kappels, including analysis of the potential exposure on fraudulent inducement, negligent misrepresentation, and breach of implied covenant theories, and recommended defensive strategy.	Attorney-Client Privilege / Work Product Doctrine	Confidential attorney work product prepared in anticipation of litigation and legal advice to client regarding anticipated counterclaims and defense strategy.	Withheld in Full
33	BRB-015900	BRB-015902	10/22/2024	Email chain (2 emails)	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	David Blakemore, Partner, Blakemore & Stern LLP	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Email chain between BRB General Counsel and Blakemore & Stern LLP regarding receipt of Triton Harbor's Answer with Counterclaims filed October 18, 2024, seeking legal advice on initial assessment and the potential need to engage additional or substitute defense counsel.	Attorney-Client Privilege	Confidential attorney-client communication regarding legal assessment of counterclaims and consideration of defense counsel engagement.	Withheld in Full
34	BRB-016100	BRB-016102	10/28/2024	Memorandum	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Philip Aaronson, EVP & Chief Credit Officer, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Internal memorandum from BRB General Counsel to Chief Credit Officer prepared in anticipation of litigation, providing legal analysis of the Triton Harbor counterclaims and advising on document preservation obligations, including specific reference to the August 22, 2023 Aaronson Memorandum and all SAG communications during the September–October 2023 period.	Attorney-Client Privilege / Work Product Doctrine	Confidential communication from in-house counsel to client representative providing legal advice in anticipation of litigation and containing counsel's mental impressions and analysis of the litigation risks presented by the counterclaims.	Withheld in Full
35	BRB-016250	BRB-016252	11/01/2024	Email	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA; Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA; Philip Aaronson, EVP & Chief Credit Officer, Belmont Ridge Bank NA	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Email from BRB General Counsel to SAG officers and Chief Credit Officer directing preservation of all documents related to the Triton Harbor relationship and instructing recipients not to discuss the matter with external parties, in anticipation of defense counsel engagement.	Attorney-Client Privilege	Confidential communication from in-house counsel to client representatives providing legal instructions regarding document preservation and confidentiality obligations in anticipation of litigation.	Withheld in Full
36	BRB-016400	BRB-016403	11/06/2024	Email with attachment	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Linda Osei, Partner, Calderwood & Harkness LLP	Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA; Priya Anand, Partner, Calderwood & Harkness LLP	Email from BRB General Counsel to newly retained defense counsel at Calderwood & Harkness LLP transmitting background materials and initial case file, including the original complaint, Triton Harbor's Answer with Counterclaims, and key internal documents identified by BRB's legal department for counsel review.	Attorney-Client Privilege	Confidential communication from client to newly engaged counsel in the course of establishing the attorney-client relationship and transmitting confidential client information for purposes of providing legal representation.	Withheld in Full
37	BRB-016600	BRB-016601	11/12/2024	Internal notes	Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA	N/A (personal notes prepared at direction of counsel)	Handwritten notes prepared by SAG head at the direction of BRB General Counsel and defense counsel (Calderwood & Harkness LLP) summarizing his recollections of the September 12, 2023 meeting with Marcus J. Kappel and Elaine D. Kappel, prepared for the purpose of providing information to counsel in connection with the defense of the counterclaims.	Attorney-Client Privilege / Work Product Doctrine	Notes prepared by client representative at the express direction of counsel for the purpose of providing factual information to counsel in connection with pending litigation, constituting both a confidential attorney-client communication and work product prepared in anticipation of litigation.	Withheld in Full
38	BRB-016700	BRB-016701	11/14/2024	Internal notes	Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA	N/A (personal notes prepared at direction of counsel)	Notes prepared by SAG officer at the direction of defense counsel (Calderwood & Harkness LLP) summarizing her recollections of communications with Marcus J. Kappel and Elaine D. Kappel during the September–October 2023 forbearance negotiation period, including recollections regarding her September 18, 2023 and September 29, 2023 emails, prepared for the purpose of providing information to counsel.	Attorney-Client Privilege / Work Product Doctrine	Notes prepared by client representative at the express direction of counsel for the purpose of providing factual information to counsel in connection with pending litigation, constituting both a confidential attorney-client communication and work product prepared in anticipation of litigation.	Withheld in Full
39	BRB-016850	BRB-016855	11/18/2024	Memorandum with attachments	Linda Osei, Partner, Calderwood & Harkness LLP	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Priya Anand, Partner, Calderwood & Harkness LLP; Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Memorandum from defense counsel to BRB General Counsel providing analysis of potential D&O insurance coverage under Pinnacle Omnivrel Insurance Co. policy (Policy No. PF-DO-2023-08811) for defense costs and indemnity arising from the counterclaims, with attached coverage analysis.	Attorney-Client Privilege / Work Product Doctrine	Confidential communication from counsel to client providing legal advice regarding insurance coverage matters, constituting attorney work product containing counsel's mental impressions and legal analysis.	Withheld in Full
40	BRB-017010	BRB-017014	12/09/2024	Email with attachment	Linda Osei, Partner, Calderwood & Harkness LLP	Dr. Gerald Stokes, Banking Practices Expert, Wentworth Risk Advisors LLC (55 East 59th Street, Suite 1410, New York, NY 10022)	Carlos Espinoza, Associate, Calderwood & Harkness LLP; Priya Anand, Partner, Calderwood & Harkness LLP	Email from defense counsel to consulting expert transmitting engagement letter and initial background materials for expert review in connection with the defense of counterclaims.	Work Product Doctrine	Communication from counsel to consulting expert retained in anticipation of litigation, reflecting counsel's mental impressions and litigation strategy regarding the selection and direction of expert analysis. Expert retained as non-testifying consultant at this stage; engagement letter reflects work product protection.	Withheld in Full
41	BRB-017200	BRB-017205	12/16/2024	Memorandum with attachments	Linda Osei, Partner, Calderwood & Harkness LLP	Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA	Priya Anand, Partner, Calderwood & Harkness LLP; Carlos Espinoza, Associate, Calderwood & Harkness LLP; Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA	Privileged and confidential case assessment and strategy memorandum from defense counsel to BRB General Counsel providing comprehensive evaluation of BRB's exposure on the counterclaims (compensatory damages of $12,500,000+ plus punitive damages), analysis of affirmative defenses, key risks, settlement considerations, and recommended litigation strategy through summary judgment.	Attorney-Client Privilege / Work Product Doctrine	Confidential communication from counsel to client providing legal advice and containing attorney work product, including counsel's mental impressions, case evaluation, litigation strategy, and settlement analysis prepared in connection with pending litigation.	Withheld in Full
42	BRB-017400	BRB-017403	12/18/2024	Memorandum	Hannah Brinkley, Associate, Calderwood & Harkness LLP	Carlos Espinoza, Associate, Calderwood & Harkness LLP; Linda Osei, Partner, Calderwood & Harkness LLP	Internal attorney work product memorandum analyzing whether the August 22, 2023 memorandum authored by Philip Aaronson (BRB-010388 to BRB-010393) is protected by attorney-client privilege, including analysis under the 'primary purpose' test under New York law and the significance of the cc to General Counsel Margaret Linden.	Work Product Doctrine	Attorney work product prepared by counsel in anticipation of litigation, reflecting counsel's mental impressions, legal analysis, and strategic evaluation of a privilege claim likely to be contested by opposing counsel.	Withheld in Full

[sheet: Log Summary]

Field	Value
Matter Name	Belmont Ridge Bank NA v. Triton Harbor Industries, LLC, Marcus J. Kappel, and Elaine D. Kappel
Court	New York Supreme Court, New York County, Commercial Division
Index Number	654871/2024
Assigned Justice	Hon. Althea Marchetti
Date of Privilege Log	January 15, 2025
Calderwood & Harkness Matter No.	1022-00005
Producing Party	Belmont Ridge Bank NA
Counsel for Producing Party	Calderwood & Harkness LLP (Linda Osei, Priya Anand, Carlos Espinoza, Hannah Brinkley), 600 Lexington Avenue, 30th Floor, New York, NY 10022
Opposing Counsel	Kestrel Voss & Huang LLP (Theodore Huang, Natasha Orlov), 780 Third Avenue, 24th Floor, New York, NY 10017
Total Documents in Production Universe	~34,000
Total Entries on Privilege Log	42
Entries — Attorney-Client Privilege Only	24
Entries — Work Product Doctrine Only	2
Entries — Both Attorney-Client Privilege and Work Product	16
Entries — Withheld in Full	42
Entries — Produced with Redactions	0
Date Range of Withheld Documents	June 10, 2021 – December 18, 2024
Documents Subject to Clawback Notice	1 (BRB-012847 to BRB-012849; clawback notice issued January 22, 2025)
Privilege Log Prepared By	Carlos Espinoza, Lead Associate, Calderwood & Harkness LLP
Privilege Log Reviewed By	Linda Osei, Responsible Partner, Calderwood & Harkness LLP
Note	This privilege log is served pursuant to the Stipulated discovery Schedule and Preliminary Conference Order dated December 6, 2024 and the Document Production Protocol agreed upon by the parties. Belmont Ridge Bank NA reserves all rights to supplement this log as additional privileged documents are identified during the ongoing document review process.

[sheet: Privilege Log]
Log Entry No. | Bates Range — Begin | Bates Range — End | Date of Document | Document Type | Author(s) | Recipient(s) | CC / Other Recipients | Description of Document | Privilege Asserted | Basis for Privilege | Withheld or Redacted
1 | BRB-004217 | BRB-004219 | 06/10/2021 | Email with attachment | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | David Blakemore, Partner, Blakemore & Stern LLP | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Email from BRB General Counsel to outside counsel at Blakemore & Stern LLP requesting legal advice regarding structure and documentation of proposed credit facility to Triton Harbor Industries, LLC, with attached draft term sheet markup. | Attorney-Client Privilege | Confidential communication between client (BRB, through its General Counsel) and its attorney (Blakemore & Stern LLP) for the purpose of obtaining legal advice regarding the structuring and documentation of the Triton Harbor credit facility. | Withheld in Full
2 | BRB-004355 | BRB-004356 | 06/14/2021 | Email | David Blakemore, Partner, Blakemore & Stern LLP | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Email from outside counsel to BRB General Counsel providing legal advice regarding personal guaranty provisions in the proposed Triton Harbor credit facility, including advice on the scope and enforceability of the limited guaranty by Marcus J. Kappel. | Attorney-Client Privilege | Confidential communication from attorney (Blakemore & Stern LLP) to client (BRB) providing legal advice regarding guaranty documentation in connection with the Triton Harbor credit facility origination. | Withheld in Full
3 | BRB-005891 | BRB-005893 | 03/10/2023 | Memorandum | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Philip Aaronson, EVP & Chief Credit Officer, Belmont Ridge Bank NA; Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA | Internal memorandum from BRB General Counsel to Chief Credit Officer and Head of Special Assets Group providing legal advice regarding BRB's rights and remedies following credit downgrade of Triton Harbor Industries, LLC account to Substandard (Risk Rating 7) and transfer to Special Assets Group. | Attorney-Client Privilege | Confidential communication from BRB's in-house legal counsel to senior bank officers seeking and providing legal advice regarding the bank's contractual rights and remedies under the Triton Harbor credit agreement following covenant defaults and credit deterioration. | Withheld in Full
4 | BRB-006102 | BRB-006104 | 03/15/2023 | Email chain (3 emails) | Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA | Email chain between SAG head and BRB General Counsel seeking and receiving legal advice regarding enforcement options, including potential acceleration, with respect to the Triton Harbor credit facilities following breach of Fixed Charge Coverage Ratio (0.87x vs. 1.20x minimum) and Total Leverage Ratio (4.92x vs. 3.50x maximum) covenants. | Attorney-Client Privilege | Confidential communications between client representatives and in-house counsel seeking and providing legal advice concerning the bank's enforcement rights following financial covenant breaches by Triton Harbor. | Withheld in Full
5 | BRB-006287 | BRB-006287 | 03/22/2023 | Email | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA | Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA | Email from Associate General Counsel to SAG officers providing legal analysis of forbearance vs. acceleration alternatives and associated legal risks in connection with the Triton Harbor account. | Attorney-Client Privilege | Confidential communication from in-house counsel to client representatives providing legal analysis and advice regarding workout strategy options for the Triton Harbor credit relationship. | Withheld in Full
6 | BRB-007415 | BRB-007418 | 04/12/2023 | Letter | David Blakemore, Partner, Blakemore & Stern LLP | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Letter from outside counsel to BRB General Counsel providing legal advice and analysis regarding BRB's collateral position, UCC Article 9 perfection issues, and title insurance coverage (Policy No. HT-NYC-2021-04553, Harborview Title & Escrow Co.) with respect to the Triton Harbor terminal facility at 50-22 Borden Avenue, Long Island City, NY. | Attorney-Client Privilege | Confidential communication from outside legal counsel to client providing legal advice regarding the bank's secured creditor position and related title insurance matters. | Withheld in Full
7 | BRB-008033 | BRB-008035 | 05/18/2023 | Email chain (2 emails) | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | David Blakemore, Partner, Blakemore & Stern LLP | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Email chain between BRB General Counsel and outside counsel at Blakemore & Stern LLP seeking and receiving legal advice regarding potential liability exposure if BRB were to extend additional credit to Triton Harbor during the workout process, including lender liability considerations. | Attorney-Client Privilege | Confidential communication between client and attorney for the purpose of obtaining legal advice regarding potential lender liability risks associated with the Triton Harbor workout. | Withheld in Full
8 | BRB-008512 | BRB-008514 | 06/05/2023 | Memorandum | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA; Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA | Internal memorandum from BRB Associate General Counsel to SAG officers providing legal guidance on permissible communications with Triton Harbor's management and its restructuring advisor, Mercer Tidwell & Associates LLC, during workout negotiations, including advice on avoiding statements that could be construed as commitments to extend future credit. | Attorney-Client Privilege | Confidential communication from in-house legal counsel to client representatives providing legal advice regarding the conduct of workout negotiations and avoidance of potential lender liability. | Withheld in Full
9 | BRB-009441 | BRB-009442 | 07/14/2023 | Email | Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Email from SAG head to BRB General Counsel requesting legal advice regarding the enforceability of a proposed forbearance agreement structure requiring expanded personal guaranties from Marcus J. Kappel and Elaine D. Kappel. | Attorney-Client Privilege | Confidential communication from client representative to in-house counsel seeking legal advice regarding enforceability of proposed guaranty modifications in the Triton Harbor workout. | Withheld in Full
10 | BRB-009501 | BRB-009504 | 07/19/2023 | Email with attachment | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA; Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA | Email from BRB General Counsel to SAG head providing legal advice regarding the proposed forbearance and modification agreement terms, attaching a markup of the draft agreement with legal comments, including advice on the 'no commitment to extend credit' disclaimer provision (later incorporated as Section 9(c)) and the integration clause (later incorporated as Section 12(a)). | Attorney-Client Privilege | Confidential communication from in-house counsel to client representatives providing legal advice and attorney work product in the form of markup and commentary on a draft transactional agreement. | Withheld in Full
11 | BRB-010112 | BRB-010115 | 08/03/2023 | Email chain (4 emails) | David Blakemore, Partner, Blakemore & Stern LLP; Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA; David Blakemore, Partner, Blakemore & Stern LLP | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Email chain between BRB General Counsel and outside counsel discussing legal strategy for the Triton Harbor workout, including assessment of litigation risk if BRB were to accelerate the loans after a forbearance period and analysis of potential borrower counterclaims. | Attorney-Client Privilege / Work Product Doctrine | Confidential attorney-client communications regarding legal strategy and counsel's mental impressions regarding potential litigation risks, prepared in anticipation of possible future litigation with Triton Harbor. | Withheld in Full
12 | BRB-010388 | BRB-010393 | 08/22/2023 | Memorandum | Philip Aaronson, EVP & Chief Credit Officer, Belmont Ridge Bank NA | Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Internal memorandum from BRB Chief Credit Officer to Head of SAG, copied to General Counsel, regarding recommended disposition strategy for the Triton Harbor relationship. The memorandum was directed to and copied to BRB's General Counsel for the purpose of obtaining legal advice regarding the proposed disposition strategy and its legal implications. | Attorney-Client Privilege | Although authored by a business officer, this memorandum was communicated to the General Counsel of BRB for the primary purpose of seeking legal advice regarding the legal risks and implications of the recommended disposition strategy for the Triton Harbor credit relationship. The inclusion of General Counsel as a recipient reflects the dual business-legal nature of the communication, with the primary purpose being to obtain legal guidance on the proposed course of action. Privilege is asserted on the ground that the communication was made in confidence to BRB's attorney for the purpose of obtaining legal advice. | Withheld in Full
13 | BRB-010401 | BRB-010403 | 08/24/2023 | Email chain (2 emails) | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Philip Aaronson, EVP & Chief Credit Officer, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Email chain in which BRB General Counsel responds to the Chief Credit Officer's August 22, 2023 memorandum, providing legal advice regarding the recommended disposition strategy and associated legal risks, including potential lender liability and fraudulent inducement claims. | Attorney-Client Privilege | Confidential communication from in-house counsel to client representative providing legal advice in direct response to the disposition strategy memorandum, reflecting counsel's legal analysis of litigation risks associated with the proposed course of action. | Withheld in Full
14 | BRB-010590 | BRB-010592 | 08/29/2023 | Email chain (3 emails) | Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA; Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA; Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Email chain between SAG head and BRB General Counsel seeking and receiving legal advice regarding whether BRB officers should discuss any potential future credit facility with Triton Harbor during forbearance negotiations, in light of the disposition strategy, and counsel's advice on managing communications to minimize litigation exposure. | Attorney-Client Privilege | Confidential communications between client representative and in-house counsel seeking and providing legal advice concerning the conduct of workout negotiations and mitigation of lender liability risk. | Withheld in Full
15 | BRB-010780 | BRB-010782 | 09/05/2023 | Memorandum | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA; Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Internal memorandum from BRB Associate General Counsel to SAG officers providing legal guidance in advance of the scheduled September 12, 2023 meeting with Marcus J. Kappel and Elaine D. Kappel, including advice on permissible statements regarding the bank's future lending posture and the importance of not making representations inconsistent with the proposed forbearance terms. | Attorney-Client Privilege | Confidential communication from in-house counsel to client representatives providing pre-meeting legal advice and guidance on communications with the borrower to avoid potential lender liability exposure. | Withheld in Full
16 | BRB-011205 | BRB-011207 | 09/14/2023 | Email chain (2 emails) | Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA | Email from SAG officer to BRB General Counsel reporting on the September 12, 2023 meeting with Marcus J. Kappel and Elaine D. Kappel at BRB offices (1200 Avenue of the Americas, 38th Floor), seeking legal advice regarding follow-up communications with the borrower, with responsive legal guidance from General Counsel. | Attorney-Client Privilege | Confidential communication from client representative to in-house counsel reporting factual developments and seeking legal advice regarding post-meeting communications with the borrower, with responsive legal advice from counsel. | Withheld in Full
17 | BRB-011490 | BRB-011491 | 09/20/2023 | Email | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA; Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA | Email from BRB Associate General Counsel to SAG officers providing legal advice regarding the Joanna Reeves email of September 18, 2023 to Marcus J. Kappel and the potential legal implications of the language used therein. | Attorney-Client Privilege | Confidential communication from in-house counsel to client representatives providing legal analysis and advice regarding the legal significance of a specific borrower communication. | Withheld in Full
18 | BRB-011782 | BRB-011786 | 09/28/2023 | Email with attachment | David Blakemore, Partner, Blakemore & Stern LLP | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Email from outside counsel at Blakemore & Stern LLP to BRB General Counsel transmitting and commenting on the near-final draft of the Forbearance and Modification Agreement, including attorney commentary on the enforceability of the disclaimer provisions and the expanded personal guaranty terms for Marcus J. Kappel (amended from $4,500,000 limited to unlimited) and the new unlimited guaranty for Elaine D. Kappel. | Attorney-Client Privilege / Work Product Doctrine | Confidential communication from outside legal counsel to client transmitting attorney work product (marked-up draft agreement with legal commentary) and providing legal advice regarding transactional documentation. | Withheld in Full
19 | BRB-012015 | BRB-012017 | 10/04/2023 | Email chain (2 emails) | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA; David Blakemore, Partner, Blakemore & Stern LLP | David Blakemore, Partner, Blakemore & Stern LLP; Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Email chain between BRB General Counsel and Blakemore & Stern LLP regarding final legal review of the Forbearance and Modification Agreement prior to execution on October 6, 2023, including confirmation that the Section 9(c) 'no commitment to extend credit' disclaimer and the Section 12(a) integration clause are properly included. | Attorney-Client Privilege | Confidential attorney-client communications regarding final legal review and advice on transactional documentation in connection with the Triton Harbor forbearance. | Withheld in Full
20 | BRB-012310 | BRB-012312 | 11/15/2023 | Email chain (2 emails) | Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Email from SAG head to BRB General Counsel seeking legal advice regarding BRB's options if Triton Harbor fails to achieve covenant cure milestones during the forbearance period, including advice on timing and procedures for acceleration. | Attorney-Client Privilege | Confidential communication from client representative to in-house counsel seeking legal advice regarding the bank's enforcement rights under the Forbearance and Modification Agreement. | Withheld in Full
21 | BRB-012501 | BRB-012504 | 12/08/2023 | Memorandum | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Philip Aaronson, EVP & Chief Credit Officer, Belmont Ridge Bank NA; Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Internal memorandum from BRB General Counsel to Chief Credit Officer and SAG head providing a comprehensive legal analysis of BRB's enforcement options upon potential expiration of the forbearance period, including analysis of acceleration rights, foreclosure procedures for the Long Island City terminal facility, and the enforceability of the unlimited personal guaranties against Marcus J. Kappel and Elaine D. Kappel. | Attorney-Client Privilege | Confidential communication from in-house legal counsel to senior bank officers providing legal analysis and advice regarding enforcement strategy in anticipation of the expiration of the forbearance period. | Withheld in Full
22 | BRB-012700 | BRB-012702 | 01/22/2024 | Email chain (3 emails) | Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA; Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA; Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA | Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA | Email chain between SAG officer and BRB Associate General Counsel regarding Triton Harbor's Q4 2023 financial reporting and legal analysis of whether the reported financial metrics constituted progress toward covenant cure under the Forbearance Agreement, with legal advice from counsel. | Attorney-Client Privilege | Confidential communications between client representative and in-house counsel seeking and providing legal advice regarding interpretation of forbearance agreement compliance metrics. | Withheld in Full
23 | BRB-012847 | BRB-012849 | 02/14/2024 | Email | Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA | Email from SAG officer to BRB General Counsel discussing potential litigation exposure arising from the Triton Harbor workout, including SAG's assessment of the borrower's likely arguments and request for legal guidance on managing communications in advance of the forbearance expiration on April 3, 2024. | Attorney-Client Privilege / Work Product Doctrine | Confidential communication from client representative to in-house counsel seeking legal advice in anticipation of litigation, reflecting mental impressions and analysis of potential litigation exposure. (Note: This document was inadvertently produced and is subject to clawback notice dated January 22, 2025.) | Withheld in Full
24 | BRB-013055 | BRB-013058 | 03/15/2024 | Email with attachment | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | David Blakemore, Partner, Blakemore & Stern LLP | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Email from BRB General Counsel to outside counsel transmitting Triton Harbor's March 2024 financial statements and seeking legal advice regarding the appropriate timing and legal basis for issuing a notice of default and acceleration, given that the FCCR remained at 0.94x (below the 1.20x minimum) as of March 31, 2024. | Attorney-Client Privilege | Confidential communication from client to outside legal counsel seeking legal advice regarding the timing and legal sufficiency of enforcement actions under the Forbearance and Modification Agreement. | Withheld in Full
25 | BRB-013200 | BRB-013204 | 04/02/2024 | Memorandum | David Blakemore, Partner, Blakemore & Stern LLP | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA; Philip Aaronson, EVP & Chief Credit Officer, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA; Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA | Memorandum from outside counsel at Blakemore & Stern LLP to BRB providing legal advice and analysis regarding the issuance of a Notice of Default and Acceleration upon expiration of the 180-day forbearance period on April 3, 2024, including analysis of potential borrower defenses and counterclaims. | Attorney-Client Privilege / Work Product Doctrine | Confidential communication from outside counsel to client providing legal advice and attorney mental impressions regarding anticipated litigation strategy in connection with the planned acceleration of the Triton Harbor credit facilities. | Withheld in Full
26 | BRB-013410 | BRB-013412 | 04/10/2024 | Email chain (3 emails) | David Blakemore, Partner, Blakemore & Stern LLP; Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA; David Blakemore, Partner, Blakemore & Stern LLP | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Email chain between BRB General Counsel and Blakemore & Stern LLP regarding the form and content of the Notice of Default and Acceleration to be sent to Triton Harbor Industries, LLC and the individual guarantors, with legal advice on ensuring compliance with contractual notice provisions. | Attorney-Client Privilege | Confidential attorney-client communications regarding the preparation and issuance of enforcement notices, constituting legal advice from counsel. | Withheld in Full
27 | BRB-013700 | BRB-013703 | 04/20/2024 | Memorandum | David Blakemore, Partner, Blakemore & Stern LLP | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Memorandum from outside counsel providing legal analysis of foreclosure procedures for the Triton Harbor terminal facility at 50-22 Borden Avenue, Long Island City, NY, including coordination with Harborview Title & Escrow Co. regarding title insurance coverage under Policy No. HT-NYC-2021-04553. | Attorney-Client Privilege / Work Product Doctrine | Confidential communication from outside counsel to client providing legal advice regarding foreclosure procedures and attorney work product analyzing related real property enforcement issues. | Withheld in Full
28 | BRB-014100 | BRB-014102 | 05/08/2024 | Email chain (2 emails) | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | David Blakemore, Partner, Blakemore & Stern LLP | Email from BRB General Counsel to outside counsel seeking legal advice regarding potential deficiency judgment strategy in light of the estimated total accelerated amount of $17,456,212 against estimated total collateral value of $16,600,000. | Attorney-Client Privilege | Confidential communication from client to attorney seeking legal advice regarding litigation strategy and enforcement of claims against borrower and guarantors. | Withheld in Full
29 | BRB-014500 | BRB-014504 | 06/12/2024 | Memorandum | David Blakemore, Partner, Blakemore & Stern LLP | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Memorandum from outside counsel to BRB General Counsel providing a pre-litigation assessment and recommended strategy for commencing the enforcement action against Triton Harbor Industries, LLC, Marcus J. Kappel, and Elaine D. Kappel, including draft complaint outline and analysis of anticipated defenses and counterclaims. | Attorney-Client Privilege / Work Product Doctrine | Confidential communication from attorney to client providing legal advice and attorney work product prepared in anticipation of litigation, containing counsel's mental impressions, legal theories, and litigation strategy. | Withheld in Full
30 | BRB-014820 | BRB-014824 | 07/25/2024 | Draft document | David Blakemore, Partner, Blakemore & Stern LLP | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Draft verified complaint prepared by Blakemore & Stern LLP for review by BRB General Counsel prior to filing, with attorney annotations and comments, in the action subsequently filed August 12, 2024 as Index No. 654871/2024. | Attorney-Client Privilege / Work Product Doctrine | Attorney work product prepared in anticipation of litigation, containing counsel's mental impressions, legal theories, and strategy, shared with client for review in the course of the attorney-client relationship. | Withheld in Full
31 | BRB-015100 | BRB-015103 | 08/05/2024 | Email chain (3 emails) | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA; David Blakemore, Partner, Blakemore & Stern LLP | David Blakemore, Partner, Blakemore & Stern LLP; Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Email chain between BRB General Counsel and outside counsel finalizing the verified complaint and discussing litigation strategy in advance of the August 12, 2024 filing of Belmont Ridge Bank NA v. Triton Harbor Industries, LLC et al. | Attorney-Client Privilege / Work Product Doctrine | Confidential attorney-client communications regarding litigation strategy and preparation for filing of the enforcement action, containing attorney work product and mental impressions. | Withheld in Full
32 | BRB-015550 | BRB-015553 | 09/10/2024 | Memorandum | David Blakemore, Partner, Blakemore & Stern LLP | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Memorandum from outside counsel providing assessment of the counterclaims anticipated from Triton Harbor and the Kappels, including analysis of the potential exposure on fraudulent inducement, negligent misrepresentation, and breach of implied covenant theories, and recommended defensive strategy. | Attorney-Client Privilege / Work Product Doctrine | Confidential attorney work product prepared in anticipation of litigation and legal advice to client regarding anticipated counterclaims and defense strategy. | Withheld in Full
33 | BRB-015900 | BRB-015902 | 10/22/2024 | Email chain (2 emails) | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | David Blakemore, Partner, Blakemore & Stern LLP | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Email chain between BRB General Counsel and Blakemore & Stern LLP regarding receipt of Triton Harbor's Answer with Counterclaims filed October 18, 2024, seeking legal advice on initial assessment and the potential need to engage additional or substitute defense counsel. | Attorney-Client Privilege | Confidential attorney-client communication regarding legal assessment of counterclaims and consideration of defense counsel engagement. | Withheld in Full
34 | BRB-016100 | BRB-016102 | 10/28/2024 | Memorandum | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Philip Aaronson, EVP & Chief Credit Officer, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Internal memorandum from BRB General Counsel to Chief Credit Officer prepared in anticipation of litigation, providing legal analysis of the Triton Harbor counterclaims and advising on document preservation obligations, including specific reference to the August 22, 2023 Aaronson Memorandum and all SAG communications during the September–October 2023 period. | Attorney-Client Privilege / Work Product Doctrine | Confidential communication from in-house counsel to client representative providing legal advice in anticipation of litigation and containing counsel's mental impressions and analysis of the litigation risks presented by the counterclaims. | Withheld in Full
35 | BRB-016250 | BRB-016252 | 11/01/2024 | Email | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA; Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA; Philip Aaronson, EVP & Chief Credit Officer, Belmont Ridge Bank NA | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Email from BRB General Counsel to SAG officers and Chief Credit Officer directing preservation of all documents related to the Triton Harbor relationship and instructing recipients not to discuss the matter with external parties, in anticipation of defense counsel engagement. | Attorney-Client Privilege | Confidential communication from in-house counsel to client representatives providing legal instructions regarding document preservation and confidentiality obligations in anticipation of litigation. | Withheld in Full
36 | BRB-016400 | BRB-016403 | 11/06/2024 | Email with attachment | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Linda Osei, Partner, Calderwood & Harkness LLP | Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA; Priya Anand, Partner, Calderwood & Harkness LLP | Email from BRB General Counsel to newly retained defense counsel at Calderwood & Harkness LLP transmitting background materials and initial case file, including the original complaint, Triton Harbor's Answer with Counterclaims, and key internal documents identified by BRB's legal department for counsel review. | Attorney-Client Privilege | Confidential communication from client to newly engaged counsel in the course of establishing the attorney-client relationship and transmitting confidential client information for purposes of providing legal representation. | Withheld in Full
37 | BRB-016600 | BRB-016601 | 11/12/2024 | Internal notes | Derek Whitmore, SVP & Head of Special Assets Group, Belmont Ridge Bank NA | N/A (personal notes prepared at direction of counsel) | Handwritten notes prepared by SAG head at the direction of BRB General Counsel and defense counsel (Calderwood & Harkness LLP) summarizing his recollections of the September 12, 2023 meeting with Marcus J. Kappel and Elaine D. Kappel, prepared for the purpose of providing information to counsel in connection with the defense of the counterclaims. | Attorney-Client Privilege / Work Product Doctrine | Notes prepared by client representative at the express direction of counsel for the purpose of providing factual information to counsel in connection with pending litigation, constituting both a confidential attorney-client communication and work product prepared in anticipation of litigation. | Withheld in Full
38 | BRB-016700 | BRB-016701 | 11/14/2024 | Internal notes | Joanna Reeves, VP, Special Assets Group, Belmont Ridge Bank NA | N/A (personal notes prepared at direction of counsel) | Notes prepared by SAG officer at the direction of defense counsel (Calderwood & Harkness LLP) summarizing her recollections of communications with Marcus J. Kappel and Elaine D. Kappel during the September–October 2023 forbearance negotiation period, including recollections regarding her September 18, 2023 and September 29, 2023 emails, prepared for the purpose of providing information to counsel. | Attorney-Client Privilege / Work Product Doctrine | Notes prepared by client representative at the express direction of counsel for the purpose of providing factual information to counsel in connection with pending litigation, constituting both a confidential attorney-client communication and work product prepared in anticipation of litigation. | Withheld in Full
39 | BRB-016850 | BRB-016855 | 11/18/2024 | Memorandum with attachments | Linda Osei, Partner, Calderwood & Harkness LLP | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Priya Anand, Partner, Calderwood & Harkness LLP; Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Memorandum from defense counsel to BRB General Counsel providing analysis of potential D&O insurance coverage under Pinnacle Omnivrel Insurance Co. policy (Policy No. PF-DO-2023-08811) for defense costs and indemnity arising from the counterclaims, with attached coverage analysis. | Attorney-Client Privilege / Work Product Doctrine | Confidential communication from counsel to client providing legal advice regarding insurance coverage matters, constituting attorney work product containing counsel's mental impressions and legal analysis. | Withheld in Full
40 | BRB-017010 | BRB-017014 | 12/09/2024 | Email with attachment | Linda Osei, Partner, Calderwood & Harkness LLP | Dr. Gerald Stokes, Banking Practices Expert, Wentworth Risk Advisors LLC (55 East 59th Street, Suite 1410, New York, NY 10022) | Carlos Espinoza, Associate, Calderwood & Harkness LLP; Priya Anand, Partner, Calderwood & Harkness LLP | Email from defense counsel to consulting expert transmitting engagement letter and initial background materials for expert review in connection with the defense of counterclaims. | Work Product Doctrine | Communication from counsel to consulting expert retained in anticipation of litigation, reflecting counsel's mental impressions and litigation strategy regarding the selection and direction of expert analysis. Expert retained as non-testifying consultant at this stage; engagement letter reflects work product protection. | Withheld in Full
41 | BRB-017200 | BRB-017205 | 12/16/2024 | Memorandum with attachments | Linda Osei, Partner, Calderwood & Harkness LLP | Margaret Linden, SVP & General Counsel, Belmont Ridge Bank NA | Priya Anand, Partner, Calderwood & Harkness LLP; Carlos Espinoza, Associate, Calderwood & Harkness LLP; Thomas Hargreaves, VP & Associate General Counsel, Belmont Ridge Bank NA | Privileged and confidential case assessment and strategy memorandum from defense counsel to BRB General Counsel providing comprehensive evaluation of BRB's exposure on the counterclaims (compensatory damages of $12,500,000+ plus punitive damages), analysis of affirmative defenses, key risks, settlement considerations, and recommended litigation strategy through summary judgment. | Attorney-Client Privilege / Work Product Doctrine | Confidential communication from counsel to client providing legal advice and containing attorney work product, including counsel's mental impressions, case evaluation, litigation strategy, and settlement analysis prepared in connection with pending litigation. | Withheld in Full
42 | BRB-017400 | BRB-017403 | 12/18/2024 | Memorandum | Hannah Brinkley, Associate, Calderwood & Harkness LLP | Carlos Espinoza, Associate, Calderwood & Harkness LLP; Linda Osei, Partner, Calderwood & Harkness LLP | Internal attorney work product memorandum analyzing whether the August 22, 2023 memorandum authored by Philip Aaronson (BRB-010388 to BRB-010393) is protected by attorney-client privilege, including analysis under the 'primary purpose' test under New York law and the significance of the cc to General Counsel Margaret Linden. | Work Product Doctrine | Attorney work product prepared by counsel in anticipation of litigation, reflecting counsel's mental impressions, legal analysis, and strategic evaluation of a privilege claim likely to be contested by opposing counsel. | Withheld in Full
[sheet: Log Summary]
Field | Value
Matter Name | Belmont Ridge Bank NA v. Triton Harbor Industries, LLC, Marcus J. Kappel, and Elaine D. Kappel
Court | New York Supreme Court, New York County, Commercial Division
Index Number | 654871/2024
Assigned Justice | Hon. Althea Marchetti
Date of Privilege Log | January 15, 2025
Calderwood & Harkness Matter No. | 1022-00005
Producing Party | Belmont Ridge Bank NA
Counsel for Producing Party | Calderwood & Harkness LLP (Linda Osei, Priya Anand, Carlos Espinoza, Hannah Brinkley), 600 Lexington Avenue, 30th Floor, New York, NY 10022
Opposing Counsel | Kestrel Voss & Huang LLP (Theodore Huang, Natasha Orlov), 780 Third Avenue, 24th Floor, New York, NY 10017
Total Documents in Production Universe | ~34,000
Total Entries on Privilege Log | 42
Entries — Attorney-Client Privilege Only | 24
Entries — Work Product Doctrine Only | 2
Entries — Both Attorney-Client Privilege and Work Product | 16
Entries — Withheld in Full | 42
Entries — Produced with Redactions | 0
Date Range of Withheld Documents | June 10, 2021 – December 18, 2024
Documents Subject to Clawback Notice | 1 (BRB-012847 to BRB-012849; clawback notice issued January 22, 2025)
Privilege Log Prepared By | Carlos Espinoza, Lead Associate, Calderwood & Harkness LLP
Privilege Log Reviewed By | Linda Osei, Responsible Partner, Calderwood & Harkness LLP
Note | This privilege log is served pursuant to the Stipulated discovery Schedule and Preliminary Conference Order dated December 6, 2024 and the Document Production Protocol agreed upon by the parties. Belmont Ridge Bank NA reserves all rights to supplement this log as additional privileged documents are identified during the ongoing document review process.

[sheet: Privilege Log]

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