1045-00006 · Client 1045 · Closing

brb-officers-certificate.docx DOCUMENT Capital Markets

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OFFICER'S CERTIFICATE OF BELMONT RIDGE BANK, NATIONAL ASSOCIATION

Delivered Pursuant to Section 4(a) of the Underwriting Agreement dated April 19, 2024

$48,000,000 Tap Issuance of Class A-2 Notes Belmont Ridge Equipment Trust 2024-A

May 17, 2024

PREAMBLE

The undersigned, Derek Ashworth, in his capacity as Treasurer & Head of Capital Markets of Belmont Ridge Bank, National Association ("BRB"), a national banking association duly organized and existing under the laws of the United States of America, OCC Charter No. 91-4428, with its principal office and headquarters located at 600 Lexington Avenue, 32nd Floor, New York, New York 10022, hereby certifies as follows in connection with the transactions described herein.

This Officer's Certificate (this "Certificate") is delivered pursuant to Section 4(a) of the Underwriting Agreement dated as of April 19, 2024 (the "Underwriting Agreement"), among (i) Belmont Ridge Equipment Trust 2024-A, a Delaware statutory trust (the "Trust" or the "Issuer"), (ii) Belmont Ridge Bank, National Association, in its capacities as Originator and Servicer, and (iii) Ashford Capital Markets LLC, as sole bookrunner and lead underwriter (the "Underwriter").

This Certificate is being delivered on the Closing Date (May 17, 2024) in connection with the issuance by the Trust of $48,000,000 aggregate principal amount of additional Class A-2 Notes (CUSIP 07839LAB3; ISIN US07839LAB36) (the "Tap Notes") under Supplemental Indenture No. 2 to the Indenture dated as of January 29, 2024 (the "Base Indenture"), among the Trust, BRB (in its capacity as Servicer), and Meridian Fiduciary Services, Inc. (in its capacity as Indenture Trustee). The Tap Notes will be fungible with and form a single series with the $220,000,000 aggregate principal amount of Class A-2 Notes previously issued by the Trust on January 31, 2024.

Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Underwriting Agreement, the Base Indenture, Supplemental Indenture No. 2 dated as of April 19, 2024 (the "Supplemental Indenture No. 2"), and the Sale and Servicing Agreement dated as of January 29, 2024 (as amended by Amendment No. 1 dated as of April 19, 2024, the "Sale and Servicing Agreement"), as the context may require.

SECTION 1: DEFINITIONS AND REFERENCE DOCUMENTS

For purposes of this Certificate, the following Transaction Documents are referenced throughout and are incorporated herein by reference:

(a) "Underwriting Agreement" means the Underwriting Agreement dated as of April 19, 2024, among the Trust, BRB (as Originator and Servicer), and Ashford Capital Markets LLC (as Underwriter).

(b) "Base Indenture" means the Indenture dated as of January 29, 2024, among the Trust, BRB (as Servicer), and Meridian Fiduciary Services, Inc. (as Indenture Trustee), as supplemented and amended from time to time.

(c) "Supplemental Indenture No. 2" means the Supplemental Indenture No. 2 dated as of April 19, 2024, supplementing and amending the Base Indenture to provide for the issuance of the Tap Notes and the conveyance of additional receivables to the Trust.

(d) "Sale and Servicing Agreement" means the Sale and Servicing Agreement dated as of January 29, 2024, among BRB (as Originator and Servicer), the Trust, and Meridian Fiduciary Services, Inc. (as Indenture Trustee), as amended by Amendment No. 1 to the Sale and Servicing Agreement dated as of April 19, 2024 ("Amendment No. 1").

(e) "Trust Agreement" means the Trust Agreement dated as of January 22, 2024, between BRB and Keyline Trust Company, National Association (as Owner Trustee), pursuant to which the Trust was formed as a Delaware statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801 et seq.

(f) "Prospectus Supplement" means the Prospectus Supplement dated April 19, 2024, filed on April 22, 2024, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"), relating to Registration Statement No. 333-276891 filed with the Securities and Exchange Commission.

The foregoing Transaction Documents, together with all schedules, exhibits, annexes, and ancillary documents executed in connection therewith, are collectively referred to herein as the "Transaction Documents."

SECTION 2: AUTHORITY AND CAPACITY

The undersigned hereby certifies as follows with respect to his authority and capacity to deliver this Certificate:

(a) Derek Ashworth is the duly appointed, qualified, and acting Treasurer & Head of Capital Markets of BRB and has held such position continuously since March 1, 2021. His appointment to such position was duly authorized by the Board of Directors of BRB, and such appointment has not been revoked, modified, or superseded.

(b) The undersigned is duly authorized to execute and deliver this Certificate on behalf of BRB in his capacity as an officer of BRB, and no other action, approval, consent, or authorization on the part of BRB, its Board of Directors, or any other person or entity is required in connection with the execution and delivery of this Certificate.

(c) The undersigned has personal knowledge of the matters certified herein, or has made such inquiry and investigation of the books and records of BRB, and has consulted with such officers, employees, agents, and advisors of BRB, as he deems necessary and appropriate to certify the matters set forth in this Certificate. The undersigned has reviewed the Transaction Documents and is familiar with the terms and conditions thereof.

(d) BRB is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America, holding OCC Charter No. 91-4428. BRB's charter has not been revoked, suspended, or limited in any manner, and no proceedings looking toward the revocation, suspension, or limitation of such charter have been initiated or, to the knowledge of the undersigned, threatened.

(e) BRB is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on BRB's ability to perform its obligations under any of the Transaction Documents.

SECTION 3: CERTIFICATION (I) — REPRESENTATIONS AND WARRANTIES

The undersigned hereby certifies that:

(a) Each of the representations and warranties of BRB contained in the Underwriting Agreement dated as of April 19, 2024, including without limitation those set forth in Section 2 thereof, is true and correct in all material respects as of the date hereof (May 17, 2024) with the same force and effect as if made on and as of the date hereof.

(b) Each of the representations and warranties of BRB contained in the Sale and Servicing Agreement dated as of January 29, 2024, as amended by Amendment No. 1 dated as of April 19, 2024, including without limitation those set forth in Sections 3.01 and 3.02 thereof relating to BRB's corporate existence, authority, enforceability of the Transaction Documents, and the characteristics of the lease receivables, is true and correct in all material respects as of the date hereof (May 17, 2024) with the same force and effect as if made on and as of the date hereof.

(c) Each of the representations and warranties of BRB contained in Supplemental Indenture No. 2 dated as of April 19, 2024, including without limitation those relating to the additional lease receivables conveyed to the Trust in connection with the tap issuance, is true and correct in all material respects as of the date hereof (May 17, 2024) with the same force and effect as if made on and as of the date hereof.

(d) To the extent that any of the representations and warranties referenced in clauses (a), (b), and (c) above relate specifically to an earlier date, such representations and warranties are true and correct in all material respects as of such earlier date.

(e) No facts or circumstances have come to the undersigned's attention that would cause any representation or warranty of BRB contained in any of the Transaction Documents to be untrue or incorrect in any material respect as of the date hereof or, with respect to representations and warranties that speak as of a specific earlier date, as of such earlier date.

SECTION 4: CERTIFICATION (II) — NO EVENT OF DEFAULT OR SERVICER DEFAULT

The undersigned hereby certifies that:

(a) No Event of Default (as defined in Section 5.01 of the Base Indenture, as supplemented by Supplemental Indenture No. 2) has occurred and is continuing as of May 17, 2024, and no event has occurred that, with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Base Indenture or Supplemental Indenture No. 2. Without limiting the generality of the foregoing, (i) all payments of interest and principal on the Notes have been made when due, (ii) no breach of any covenant or agreement of the Trust or BRB under the Base Indenture or Supplemental Indenture No. 2 has occurred, and (iii) no Early Amortization Event or Rapid Amortization Event has been triggered.

(b) No Servicer Default (as defined in Section 7.01 of the Sale and Servicing Agreement, as amended by Amendment No. 1) has occurred and is continuing as of May 17, 2024, and no event has occurred that, with the giving of notice or the lapse of time or both, would constitute a Servicer Default under the Sale and Servicing Agreement. Without limiting the generality of the foregoing, (i) BRB has made all required remittances and deposits to the Collection Account and the Reserve Account on a timely basis, (ii) BRB has delivered all required monthly servicer reports to the Indenture Trustee, and (iii) BRB has not become the subject of any insolvency, receivership, or conservatorship proceeding.

(c) BRB has performed and complied in all material respects with all of its covenants, agreements, and obligations required to be performed or complied with by it under each of the Transaction Documents on or before the Closing Date, including without limitation its obligations under the Underwriting Agreement, the Sale and Servicing Agreement (as amended), the Base Indenture, and Supplemental Indenture No. 2.

SECTION 5: CERTIFICATION (III) — TAP POOL ELIGIBILITY

The undersigned hereby certifies that:

(a) The tap pool of lease receivables conveyed by BRB to the Trust in connection with the tap issuance (the "Tap Pool") consists of 1,247 individual lease contracts, each of which is a bona fide commercial equipment lease originated by BRB in the ordinary course of its equipment-leasing business.

(b) The aggregate discounted receivable balance of the Tap Pool, as calculated in accordance with the methodology set forth in Section 2.04 of the Sale and Servicing Agreement, is $49,344,000 as of the applicable cut-off date (April 30, 2024).

(c) Each lease contract included in the Tap Pool satisfies all of the eligibility criteria set forth in Schedule I to the Sale and Servicing Agreement, as amended by Amendment No. 1, including but not limited to the following:

(i) Each lease is a bona fide commercial equipment lease originated by BRB in the ordinary course of its equipment-leasing business, and each lease constitutes the legal, valid, and binding obligation of the related obligor, enforceable against such obligor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity;

(ii) Each lease relates to small-ticket commercial equipment of one or more of the following qualifying equipment types: information technology and networking equipment, medical devices and diagnostic equipment, office and copier equipment, light industrial equipment, or other qualifying equipment types expressly permitted under the Sale and Servicing Agreement;

(iii) Each obligor under each lease contract in the Tap Pool is current on its payment obligations as of the applicable cut-off date; no lease included in the Tap Pool is more than 30 days delinquent in payment as of the applicable cut-off date, and no lease has been the subject of any modification, extension, waiver, or forbearance arrangement that would impair the collectibility of the related receivable;

(iv) Each lease has been underwritten by BRB in accordance with BRB's established credit and underwriting guidelines, including BRB's internal credit scoring model, minimum obligor creditworthiness thresholds, documentation standards, and collateral verification procedures, in each case as such guidelines were in effect at the time of origination of the applicable lease;

(v) The transfer of each lease and the related receivable by BRB to the Trust constitutes a valid sale, transfer, and assignment of such lease and receivable to the Trust and does not constitute a mere pledge, hypothecation, or grant of a security interest in such lease or receivable as part of a secured financing arrangement; such transfer has been effected in compliance with all applicable requirements of the Uniform Commercial Code as in effect in the relevant jurisdictions;

(d) The following pool-level statistics are true and correct as of the applicable cut-off date (April 30, 2024) and have been computed in accordance with the methodologies and definitions set forth in the Sale and Servicing Agreement:

(e) The equipment type composition of the Tap Pool, measured by aggregate discounted receivable balance as of the applicable cut-off date, is as follows:

(f) The geographic concentration of the Tap Pool, measured by aggregate discounted receivable balance and categorized by the state of the billing address of the related obligor, is as follows:

No single state other than those listed above represents 5.0% or more of the aggregate discounted receivable balance of the Tap Pool.

SECTION 6: CERTIFICATION (IV) — RATING CONFIRMATIONS

The undersigned hereby certifies that:

(a) BRB has received written confirmation from Pinnacle Ratings Group Inc. ("Pinnacle") that the tap issuance of $48,000,000 aggregate principal amount of additional Class A-2 Notes will not result in a downgrade, withdrawal, or placement on credit watch with negative implications of the existing rating assigned by Pinnacle to the Class A-2 Notes (CUSIP 07839LAB3). Pinnacle has confirmed a rating of "AAA(sf)" for the Class A-2 Notes (including both the original issuance and the Tap Notes).

(b) BRB has received written confirmation from Crestline Ratings International LLC ("Crestline") that the tap issuance of $48,000,000 aggregate principal amount of additional Class A-2 Notes will not result in a downgrade, withdrawal, or placement on credit watch with negative implications of the existing rating assigned by Crestline to the Class A-2 Notes (CUSIP 07839LAB3). Crestline has confirmed a rating of "Aaa(sf)" for the Class A-2 Notes (including both the original issuance and the Tap Notes).

(c) Each of the rating confirmations referenced in clauses (a) and (b) above was received by BRB in writing prior to the Closing Date. Copies of such rating confirmation letters have been delivered to the Underwriter and the Indenture Trustee and are available for inspection at the offices of BRB.

SECTION 7: CERTIFICATION (V) — OCC CHARTER COMPLIANCE

The undersigned hereby certifies that:

(a) BRB is in compliance in all material respects with the terms and conditions of its OCC charter (Charter No. 91-4428) and with all applicable laws, rules, regulations, orders, and directives administered or issued by the Office of the Comptroller of the Currency (the "OCC"), including without limitation all applicable capital adequacy, safety and soundness, anti-money laundering, Bank Secrecy Act, and consumer protection requirements.

(b) BRB has not received any notice of any regulatory action, enforcement proceeding, cease-and-desist order, consent order, formal or informal supervisory agreement, civil money penalty, memorandum of understanding, or other supervisory concern or directive from the OCC, or from any other federal or state banking regulatory authority, that would impair, limit, or restrict BRB's ability to perform its obligations as Originator and Servicer under the Transaction Documents, or that would otherwise have a Material Adverse Effect on BRB or on the transactions contemplated by the Transaction Documents.

(c) The execution, delivery, and performance by BRB of each of the Transaction Documents, and the consummation of the transactions contemplated thereby, including without limitation the origination, sale, and servicing of the lease receivables and the issuance of the Tap Notes, do not and will not (i) violate or conflict with BRB's charter or bylaws, (ii) violate or conflict with any applicable OCC regulation, order, directive, or supervisory agreement, (iii) require any consent, approval, license, or authorization of, or filing or registration with, the OCC or any other governmental authority that has not been obtained or made, or (iv) result in or require the creation or imposition of any lien, charge, or encumbrance upon or with respect to any of the properties or assets of BRB (other than as contemplated by the Transaction Documents).

SECTION 8: ADDITIONAL CERTIFICATIONS

The undersigned further certifies as follows:

(a) Prospectus Supplement Accuracy. The Prospectus Supplement dated April 19, 2024, filed on April 22, 2024, pursuant to Rule 424(b)(5) under the Securities Act, under Registration Statement No. 333-276891 (File No. 333-276891), does not, as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, insofar as such statements relate to (i) BRB, including its business, financial condition, and operations, (ii) the lease receivables, including the characteristics of the initial pool and the Tap Pool, and (iii) the servicing of the lease receivables by BRB, including BRB's servicing practices, procedures, and historical performance data. This certification is made as of the date hereof and does not extend to any statements or omissions made by any other party or to any information relating to the Underwriter, the Indenture Trustee, or the Owner Trustee.

(b) Post-Tap Credit Enhancement. The post-tap credit enhancement levels for the Series 2024-A Notes satisfy the minimum requirements set forth in the Base Indenture and Supplemental Indenture No. 2. The relevant post-tap capital structure, as of the Closing Date, is as follows:

The overcollateralization amount and the reserve account balance, in each case as of the Closing Date after giving effect to the tap issuance and the conveyance of the Tap Pool receivables, equal or exceed the minimum levels required under the Base Indenture and Supplemental Indenture No. 2.

(c) Application of Proceeds. The net proceeds of the tap issuance in the amount of $47,916,000 (representing the aggregate principal amount of $48,000,000, less the underwriting discount and offering expenses) will be applied on the Closing Date to the purchase of additional eligible equipment-lease receivables from BRB under the Sale and Servicing Agreement, as amended by Amendment No. 1. Such proceeds will be deposited into the Acquisition Account maintained by the Indenture Trustee and applied in accordance with Section 2.05 of the Sale and Servicing Agreement, as amended.

(d) Board Authorization. BRB's Board of Directors, at a duly convened meeting held on April 12, 2024, at which a quorum was present and acting throughout, duly adopted resolutions (the "Authorizing Resolutions") authorizing the execution and delivery by BRB of each of the Transaction Documents to which it is a party, including the Underwriting Agreement, Amendment No. 1 to the Sale and Servicing Agreement, and Supplemental Indenture No. 2, and authorizing the consummation of the transactions contemplated thereby, including the sale and conveyance of the Tap Pool receivables to the Trust and the performance by BRB of its obligations as Originator and Servicer. The Authorizing Resolutions have not been amended, modified, revoked, or rescinded and are in full force and effect as of the date hereof. Certified copies of the Authorizing Resolutions have been delivered to the Underwriter, the Indenture Trustee, and Issuer's Counsel.

SECTION 9: RELIANCE

This Certificate is delivered for the benefit of, and may be relied upon by, each of the following parties and their respective successors and assigns, in connection with the closing of the tap issuance and the transactions contemplated by the Transaction Documents:

(a) Ashford Capital Markets LLC, as Underwriter, with offices at 383 Madison Avenue, 22nd Floor, New York, New York 10179;

(b) Meridian Fiduciary Services, Inc., as Indenture Trustee, with offices at 101 Barclay Street, 12th Floor, New York, New York 10007;

(c) Keyline Trust Company, National Association, as Owner Trustee, with offices at 2100 Market Street, Suite 800, Philadelphia, Pennsylvania 19103;

(d) Calderwood & Harkness LLP, as Issuer's Counsel, with offices at 250 Park Avenue, 40th Floor, New York, New York 10177; and

(e) Hargrove, Sato & Chen LLP, as Underwriter's Counsel, with offices at 1585 Broadway, 28th Floor, New York, New York 10036.

This Certificate is being delivered in satisfaction of a condition precedent to the closing of the tap issuance under Section 4(a) of the Underwriting Agreement. The delivery of this Certificate shall not, however, create any obligation on the part of BRB to any party other than those named above, and nothing contained herein shall be construed to confer any rights upon any person or entity that is not a named beneficiary of this Certificate or a successor or assign thereof.

SECTION 10: GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law).

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

By: ________

Name: Derek Ashworth

Title: Treasurer & Head of Capital Markets

Date: May 17, 2024

Prepared by Calderwood & Harkness LLP 250 Park Avenue, 40th Floor New York, New York 10177

Pool Characteristic	Value
Number of Lease Contracts	1,247
Aggregate discounted Receivable Balance	$49,344,000
Weighted-Average Original Term	42.6 months
Weighted-Average Remaining Term	36.8 months
Weighted-Average Seasoning	5.8 months
Weighted-Average Implicit Lease Rate	7.14%
Average discounted Balance per Lease	$39,570.17
Top 10 Obligors Concentration	4.3% of pool
Equipment Type	% of Pool
IT / Networking	34.2%
Medical Devices	22.7%
Office / Copier	18.1%
Light Industrial	14.6%
Other Qualifying Equipment	10.4%
Total	100.0%
State	% of Pool
New York	14.8%
California	12.1%
Texas	9.6%
Florida	7.3%
Illinois	5.9%
All Other States (each less than 5.0%)	50.3%
Total	100.0%
Component	Amount

Class A-1 Notes (outstanding)	$130,000,000
Class A-2 Notes — original issuance (outstanding)	$220,000,000
Class A-2 Notes — Tap Notes (Closing Date issuance)	$48,000,000
Post-Tap Class A-2 Notes (total outstanding)	$268,000,000
Post-Tap Series 2024-A Total Outstanding	$398,000,000
Overcollateralization Target (4.50% of aggregate note balance)	$17,910,000
Reserve Account (1.00% of aggregate note balance)	$3,980,000

OFFICER'S CERTIFICATE OF BELMONT RIDGE BANK, NATIONAL ASSOCIATION
Delivered Pursuant to Section 4(a) of the Underwriting Agreement dated April 19, 2024
$48,000,000 Tap Issuance of Class A-2 Notes Belmont Ridge Equipment Trust 2024-A
May 17, 2024
PREAMBLE
The undersigned, Derek Ashworth, in his capacity as Treasurer & Head of Capital Markets of Belmont Ridge Bank, National Association ("BRB"), a national banking association duly organized and existing under the laws of the United States of America, OCC Charter No. 91-4428, with its principal office and headquarters located at 600 Lexington Avenue, 32nd Floor, New York, New York 10022, hereby certifies as follows in connection with the transactions described herein.
This Officer's Certificate (this "Certificate") is delivered pursuant to Section 4(a) of the Underwriting Agreement dated as of April 19, 2024 (the "Underwriting Agreement"), among (i) Belmont Ridge Equipment Trust 2024-A, a Delaware statutory trust (the "Trust" or the "Issuer"), (ii) Belmont Ridge Bank, National Association, in its capacities as Originator and Servicer, and (iii) Ashford Capital Markets LLC, as sole bookrunner and lead underwriter (the "Underwriter").
This Certificate is being delivered on the Closing Date (May 17, 2024) in connection with the issuance by the Trust of $48,000,000 aggregate principal amount of additional Class A-2 Notes (CUSIP 07839LAB3; ISIN US07839LAB36) (the "Tap Notes") under Supplemental Indenture No. 2 to the Indenture dated as of January 29, 2024 (the "Base Indenture"), among the Trust, BRB (in its capacity as Servicer), and Meridian Fiduciary Services, Inc. (in its capacity as Indenture Trustee). The Tap Notes will be fungible with and form a single series with the $220,000,000 aggregate principal amount of Class A-2 Notes previously issued by the Trust on January 31, 2024.
Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Underwriting Agreement, the Base Indenture, Supplemental Indenture No. 2 dated as of April 19, 2024 (the "Supplemental Indenture No. 2"), and the Sale and Servicing Agreement dated as of January 29, 2024 (as amended by Amendment No. 1 dated as of April 19, 2024, the "Sale and Servicing Agreement"), as the context may require.
SECTION 1: DEFINITIONS AND REFERENCE DOCUMENTS
For purposes of this Certificate, the following Transaction Documents are referenced throughout and are incorporated herein by reference:
(a) "Underwriting Agreement" means the Underwriting Agreement dated as of April 19, 2024, among the Trust, BRB (as Originator and Servicer), and Ashford Capital Markets LLC (as Underwriter).
(b) "Base Indenture" means the Indenture dated as of January 29, 2024, among the Trust, BRB (as Servicer), and Meridian Fiduciary Services, Inc. (as Indenture Trustee), as supplemented and amended from time to time.
(c) "Supplemental Indenture No. 2" means the Supplemental Indenture No. 2 dated as of April 19, 2024, supplementing and amending the Base Indenture to provide for the issuance of the Tap Notes and the conveyance of additional receivables to the Trust.
(d) "Sale and Servicing Agreement" means the Sale and Servicing Agreement dated as of January 29, 2024, among BRB (as Originator and Servicer), the Trust, and Meridian Fiduciary Services, Inc. (as Indenture Trustee), as amended by Amendment No. 1 to the Sale and Servicing Agreement dated as of April 19, 2024 ("Amendment No. 1").
(e) "Trust Agreement" means the Trust Agreement dated as of January 22, 2024, between BRB and Keyline Trust Company, National Association (as Owner Trustee), pursuant to which the Trust was formed as a Delaware statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801 et seq.
(f) "Prospectus Supplement" means the Prospectus Supplement dated April 19, 2024, filed on April 22, 2024, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"), relating to Registration Statement No. 333-276891 filed with the Securities and Exchange Commission.
The foregoing Transaction Documents, together with all schedules, exhibits, annexes, and ancillary documents executed in connection therewith, are collectively referred to herein as the "Transaction Documents."
SECTION 2: AUTHORITY AND CAPACITY
The undersigned hereby certifies as follows with respect to his authority and capacity to deliver this Certificate:
(a) Derek Ashworth is the duly appointed, qualified, and acting Treasurer & Head of Capital Markets of BRB and has held such position continuously since March 1, 2021. His appointment to such position was duly authorized by the Board of Directors of BRB, and such appointment has not been revoked, modified, or superseded.
(b) The undersigned is duly authorized to execute and deliver this Certificate on behalf of BRB in his capacity as an officer of BRB, and no other action, approval, consent, or authorization on the part of BRB, its Board of Directors, or any other person or entity is required in connection with the execution and delivery of this Certificate.
(c) The undersigned has personal knowledge of the matters certified herein, or has made such inquiry and investigation of the books and records of BRB, and has consulted with such officers, employees, agents, and advisors of BRB, as he deems necessary and appropriate to certify the matters set forth in this Certificate. The undersigned has reviewed the Transaction Documents and is familiar with the terms and conditions thereof.
(d) BRB is a national banking association duly organized, validly existing, and in good standing under the laws of the United States of America, holding OCC Charter No. 91-4428. BRB's charter has not been revoked, suspended, or limited in any manner, and no proceedings looking toward the revocation, suspension, or limitation of such charter have been initiated or, to the knowledge of the undersigned, threatened.
(e) BRB is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business or the ownership, leasing, or operation of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on BRB's ability to perform its obligations under any of the Transaction Documents.
SECTION 3: CERTIFICATION (I) — REPRESENTATIONS AND WARRANTIES
The undersigned hereby certifies that:
(a) Each of the representations and warranties of BRB contained in the Underwriting Agreement dated as of April 19, 2024, including without limitation those set forth in Section 2 thereof, is true and correct in all material respects as of the date hereof (May 17, 2024) with the same force and effect as if made on and as of the date hereof.
(b) Each of the representations and warranties of BRB contained in the Sale and Servicing Agreement dated as of January 29, 2024, as amended by Amendment No. 1 dated as of April 19, 2024, including without limitation those set forth in Sections 3.01 and 3.02 thereof relating to BRB's corporate existence, authority, enforceability of the Transaction Documents, and the characteristics of the lease receivables, is true and correct in all material respects as of the date hereof (May 17, 2024) with the same force and effect as if made on and as of the date hereof.
(c) Each of the representations and warranties of BRB contained in Supplemental Indenture No. 2 dated as of April 19, 2024, including without limitation those relating to the additional lease receivables conveyed to the Trust in connection with the tap issuance, is true and correct in all material respects as of the date hereof (May 17, 2024) with the same force and effect as if made on and as of the date hereof.
(d) To the extent that any of the representations and warranties referenced in clauses (a), (b), and (c) above relate specifically to an earlier date, such representations and warranties are true and correct in all material respects as of such earlier date.
(e) No facts or circumstances have come to the undersigned's attention that would cause any representation or warranty of BRB contained in any of the Transaction Documents to be untrue or incorrect in any material respect as of the date hereof or, with respect to representations and warranties that speak as of a specific earlier date, as of such earlier date.
SECTION 4: CERTIFICATION (II) — NO EVENT OF DEFAULT OR SERVICER DEFAULT
The undersigned hereby certifies that:
(a) No Event of Default (as defined in Section 5.01 of the Base Indenture, as supplemented by Supplemental Indenture No. 2) has occurred and is continuing as of May 17, 2024, and no event has occurred that, with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Base Indenture or Supplemental Indenture No. 2. Without limiting the generality of the foregoing, (i) all payments of interest and principal on the Notes have been made when due, (ii) no breach of any covenant or agreement of the Trust or BRB under the Base Indenture or Supplemental Indenture No. 2 has occurred, and (iii) no Early Amortization Event or Rapid Amortization Event has been triggered.
(b) No Servicer Default (as defined in Section 7.01 of the Sale and Servicing Agreement, as amended by Amendment No. 1) has occurred and is continuing as of May 17, 2024, and no event has occurred that, with the giving of notice or the lapse of time or both, would constitute a Servicer Default under the Sale and Servicing Agreement. Without limiting the generality of the foregoing, (i) BRB has made all required remittances and deposits to the Collection Account and the Reserve Account on a timely basis, (ii) BRB has delivered all required monthly servicer reports to the Indenture Trustee, and (iii) BRB has not become the subject of any insolvency, receivership, or conservatorship proceeding.
(c) BRB has performed and complied in all material respects with all of its covenants, agreements, and obligations required to be performed or complied with by it under each of the Transaction Documents on or before the Closing Date, including without limitation its obligations under the Underwriting Agreement, the Sale and Servicing Agreement (as amended), the Base Indenture, and Supplemental Indenture No. 2.
SECTION 5: CERTIFICATION (III) — TAP POOL ELIGIBILITY
The undersigned hereby certifies that:
(a) The tap pool of lease receivables conveyed by BRB to the Trust in connection with the tap issuance (the "Tap Pool") consists of 1,247 individual lease contracts, each of which is a bona fide commercial equipment lease originated by BRB in the ordinary course of its equipment-leasing business.
(b) The aggregate discounted receivable balance of the Tap Pool, as calculated in accordance with the methodology set forth in Section 2.04 of the Sale and Servicing Agreement, is $49,344,000 as of the applicable cut-off date (April 30, 2024).
(c) Each lease contract included in the Tap Pool satisfies all of the eligibility criteria set forth in Schedule I to the Sale and Servicing Agreement, as amended by Amendment No. 1, including but not limited to the following:
(i) Each lease is a bona fide commercial equipment lease originated by BRB in the ordinary course of its equipment-leasing business, and each lease constitutes the legal, valid, and binding obligation of the related obligor, enforceable against such obligor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity;
(ii) Each lease relates to small-ticket commercial equipment of one or more of the following qualifying equipment types: information technology and networking equipment, medical devices and diagnostic equipment, office and copier equipment, light industrial equipment, or other qualifying equipment types expressly permitted under the Sale and Servicing Agreement;
(iii) Each obligor under each lease contract in the Tap Pool is current on its payment obligations as of the applicable cut-off date; no lease included in the Tap Pool is more than 30 days delinquent in payment as of the applicable cut-off date, and no lease has been the subject of any modification, extension, waiver, or forbearance arrangement that would impair the collectibility of the related receivable;
(iv) Each lease has been underwritten by BRB in accordance with BRB's established credit and underwriting guidelines, including BRB's internal credit scoring model, minimum obligor creditworthiness thresholds, documentation standards, and collateral verification procedures, in each case as such guidelines were in effect at the time of origination of the applicable lease;
(v) The transfer of each lease and the related receivable by BRB to the Trust constitutes a valid sale, transfer, and assignment of such lease and receivable to the Trust and does not constitute a mere pledge, hypothecation, or grant of a security interest in such lease or receivable as part of a secured financing arrangement; such transfer has been effected in compliance with all applicable requirements of the Uniform Commercial Code as in effect in the relevant jurisdictions;
(d) The following pool-level statistics are true and correct as of the applicable cut-off date (April 30, 2024) and have been computed in accordance with the methodologies and definitions set forth in the Sale and Servicing Agreement:
(e) The equipment type composition of the Tap Pool, measured by aggregate discounted receivable balance as of the applicable cut-off date, is as follows:
(f) The geographic concentration of the Tap Pool, measured by aggregate discounted receivable balance and categorized by the state of the billing address of the related obligor, is as follows:
No single state other than those listed above represents 5.0% or more of the aggregate discounted receivable balance of the Tap Pool.
SECTION 6: CERTIFICATION (IV) — RATING CONFIRMATIONS
The undersigned hereby certifies that:
(a) BRB has received written confirmation from Pinnacle Ratings Group Inc. ("Pinnacle") that the tap issuance of $48,000,000 aggregate principal amount of additional Class A-2 Notes will not result in a downgrade, withdrawal, or placement on credit watch with negative implications of the existing rating assigned by Pinnacle to the Class A-2 Notes (CUSIP 07839LAB3). Pinnacle has confirmed a rating of "AAA(sf)" for the Class A-2 Notes (including both the original issuance and the Tap Notes).
(b) BRB has received written confirmation from Crestline Ratings International LLC ("Crestline") that the tap issuance of $48,000,000 aggregate principal amount of additional Class A-2 Notes will not result in a downgrade, withdrawal, or placement on credit watch with negative implications of the existing rating assigned by Crestline to the Class A-2 Notes (CUSIP 07839LAB3). Crestline has confirmed a rating of "Aaa(sf)" for the Class A-2 Notes (including both the original issuance and the Tap Notes).
(c) Each of the rating confirmations referenced in clauses (a) and (b) above was received by BRB in writing prior to the Closing Date. Copies of such rating confirmation letters have been delivered to the Underwriter and the Indenture Trustee and are available for inspection at the offices of BRB.
SECTION 7: CERTIFICATION (V) — OCC CHARTER COMPLIANCE
The undersigned hereby certifies that:
(a) BRB is in compliance in all material respects with the terms and conditions of its OCC charter (Charter No. 91-4428) and with all applicable laws, rules, regulations, orders, and directives administered or issued by the Office of the Comptroller of the Currency (the "OCC"), including without limitation all applicable capital adequacy, safety and soundness, anti-money laundering, Bank Secrecy Act, and consumer protection requirements.
(b) BRB has not received any notice of any regulatory action, enforcement proceeding, cease-and-desist order, consent order, formal or informal supervisory agreement, civil money penalty, memorandum of understanding, or other supervisory concern or directive from the OCC, or from any other federal or state banking regulatory authority, that would impair, limit, or restrict BRB's ability to perform its obligations as Originator and Servicer under the Transaction Documents, or that would otherwise have a Material Adverse Effect on BRB or on the transactions contemplated by the Transaction Documents.
(c) The execution, delivery, and performance by BRB of each of the Transaction Documents, and the consummation of the transactions contemplated thereby, including without limitation the origination, sale, and servicing of the lease receivables and the issuance of the Tap Notes, do not and will not (i) violate or conflict with BRB's charter or bylaws, (ii) violate or conflict with any applicable OCC regulation, order, directive, or supervisory agreement, (iii) require any consent, approval, license, or authorization of, or filing or registration with, the OCC or any other governmental authority that has not been obtained or made, or (iv) result in or require the creation or imposition of any lien, charge, or encumbrance upon or with respect to any of the properties or assets of BRB (other than as contemplated by the Transaction Documents).
SECTION 8: ADDITIONAL CERTIFICATIONS
The undersigned further certifies as follows:
(a) Prospectus Supplement Accuracy. The Prospectus Supplement dated April 19, 2024, filed on April 22, 2024, pursuant to Rule 424(b)(5) under the Securities Act, under Registration Statement No. 333-276891 (File No. 333-276891), does not, as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, insofar as such statements relate to (i) BRB, including its business, financial condition, and operations, (ii) the lease receivables, including the characteristics of the initial pool and the Tap Pool, and (iii) the servicing of the lease receivables by BRB, including BRB's servicing practices, procedures, and historical performance data. This certification is made as of the date hereof and does not extend to any statements or omissions made by any other party or to any information relating to the Underwriter, the Indenture Trustee, or the Owner Trustee.
(b) Post-Tap Credit Enhancement. The post-tap credit enhancement levels for the Series 2024-A Notes satisfy the minimum requirements set forth in the Base Indenture and Supplemental Indenture No. 2. The relevant post-tap capital structure, as of the Closing Date, is as follows:
The overcollateralization amount and the reserve account balance, in each case as of the Closing Date after giving effect to the tap issuance and the conveyance of the Tap Pool receivables, equal or exceed the minimum levels required under the Base Indenture and Supplemental Indenture No. 2.
(c) Application of Proceeds. The net proceeds of the tap issuance in the amount of $47,916,000 (representing the aggregate principal amount of $48,000,000, less the underwriting discount and offering expenses) will be applied on the Closing Date to the purchase of additional eligible equipment-lease receivables from BRB under the Sale and Servicing Agreement, as amended by Amendment No. 1. Such proceeds will be deposited into the Acquisition Account maintained by the Indenture Trustee and applied in accordance with Section 2.05 of the Sale and Servicing Agreement, as amended.
(d) Board Authorization. BRB's Board of Directors, at a duly convened meeting held on April 12, 2024, at which a quorum was present and acting throughout, duly adopted resolutions (the "Authorizing Resolutions") authorizing the execution and delivery by BRB of each of the Transaction Documents to which it is a party, including the Underwriting Agreement, Amendment No. 1 to the Sale and Servicing Agreement, and Supplemental Indenture No. 2, and authorizing the consummation of the transactions contemplated thereby, including the sale and conveyance of the Tap Pool receivables to the Trust and the performance by BRB of its obligations as Originator and Servicer. The Authorizing Resolutions have not been amended, modified, revoked, or rescinded and are in full force and effect as of the date hereof. Certified copies of the Authorizing Resolutions have been delivered to the Underwriter, the Indenture Trustee, and Issuer's Counsel.
SECTION 9: RELIANCE
This Certificate is delivered for the benefit of, and may be relied upon by, each of the following parties and their respective successors and assigns, in connection with the closing of the tap issuance and the transactions contemplated by the Transaction Documents:
(a) Ashford Capital Markets LLC, as Underwriter, with offices at 383 Madison Avenue, 22nd Floor, New York, New York 10179;
(b) Meridian Fiduciary Services, Inc., as Indenture Trustee, with offices at 101 Barclay Street, 12th Floor, New York, New York 10007;
(c) Keyline Trust Company, National Association, as Owner Trustee, with offices at 2100 Market Street, Suite 800, Philadelphia, Pennsylvania 19103;
(d) Calderwood & Harkness LLP, as Issuer's Counsel, with offices at 250 Park Avenue, 40th Floor, New York, New York 10177; and
(e) Hargrove, Sato & Chen LLP, as Underwriter's Counsel, with offices at 1585 Broadway, 28th Floor, New York, New York 10036.
This Certificate is being delivered in satisfaction of a condition precedent to the closing of the tap issuance under Section 4(a) of the Underwriting Agreement. The delivery of this Certificate shall not, however, create any obligation on the part of BRB to any party other than those named above, and nothing contained herein shall be construed to confer any rights upon any person or entity that is not a named beneficiary of this Certificate or a successor or assign thereof.
SECTION 10: GOVERNING LAW
This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law).
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.
BELMONT RIDGE BANK, NATIONAL ASSOCIATION
By: ________
Name: Derek Ashworth
Title: Treasurer & Head of Capital Markets
Date: May 17, 2024
Prepared by Calderwood & Harkness LLP 250 Park Avenue, 40th Floor New York, New York 10177
Pool Characteristic | Value
Number of Lease Contracts | 1,247
Aggregate discounted Receivable Balance | $49,344,000
Weighted-Average Original Term | 42.6 months
Weighted-Average Remaining Term | 36.8 months
Weighted-Average Seasoning | 5.8 months
Weighted-Average Implicit Lease Rate | 7.14%
Average discounted Balance per Lease | $39,570.17
Top 10 Obligors Concentration | 4.3% of pool
Equipment Type | % of Pool
IT / Networking | 34.2%
Medical Devices | 22.7%
Office / Copier | 18.1%
Light Industrial | 14.6%
Other Qualifying Equipment | 10.4%
Total | 100.0%
State | % of Pool
New York | 14.8%
California | 12.1%
Texas | 9.6%
Florida | 7.3%
Illinois | 5.9%
All Other States (each less than 5.0%) | 50.3%
Total | 100.0%
Component | Amount
Class A-1 Notes (outstanding) | $130,000,000
Class A-2 Notes — original issuance (outstanding) | $220,000,000
Class A-2 Notes — Tap Notes (Closing Date issuance) | $48,000,000
Post-Tap Class A-2 Notes (total outstanding) | $268,000,000
Post-Tap Series 2024-A Total Outstanding | $398,000,000
Overcollateralization Target (4.50% of aggregate note balance) | $17,910,000
Reserve Account (1.00% of aggregate note balance) | $3,980,000

OFFICER'S CERTIFICATE OF BELMONT RIDGE BANK, NATIONAL ASSOCIATION

PREAMBLE

SECTION 1: DEFINITIONS AND REFERENCE DOCUMENTS

SECTION 2: AUTHORITY AND CAPACITY

SECTION 8: ADDITIONAL CERTIFICATIONS

SECTION 9: RELIANCE

SECTION 10: GOVERNING LAW

BELMONT RIDGE BANK, NATIONAL ASSOCIATION

Record

Parties

Dates

Amounts