CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP Attorneys at Law
250 Park Avenue, 40th Floor New York, NY 10177 Tel: (212) 551-8000
Fax: (212) 551-8001
www.calderwoodharkness.com
February 13, 2024
Mr. Derek Ashworth Treasurer & Head of Capital Markets Belmont Ridge Bank, National Association 600 Lexington Avenue, 32nd Floor New York, NY 10022
Re: Engagement of Calderwood & Harkness LLP — $48,000,000 Tap Issuance of Class A-2 Notes, Belmont Ridge Equipment Trust 2024-A (Series 2024-A)
Dear Mr. Ashworth:
1. Introduction and Purpose
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Belmont Ridge Bank, National Association ("BRB" or the "Client") as outside counsel to represent BRB and Belmont Ridge Equipment Trust 2024-A (the "Trust"), a Delaware statutory trust, in connection with a proposed tap issuance (the "Tap Issuance" or the "Transaction") of $48,000,000 aggregate principal amount of additional Class A-2 Notes (the "Tap Notes") under the existing Series 2024-A shelf program.
The Tap Notes will be issued pursuant to BRB's existing shelf registration statement, Registration Statement No. 333-276891, as filed with the Securities and Exchange Commission (the "SEC") and declared effective by the SEC on January 16, 2024 (as amended or supplemented from time to time, the "Registration Statement"). The original Series 2024-A issuance, consisting of $130,000,000 aggregate principal amount of Class A-1 Notes and $220,000,000 aggregate principal amount of Class A-2 Notes, closed on January 29, 2024. The Tap Notes will be issued under Supplemental Indenture No. 2 (as defined below) to the Indenture dated as of January 29, 2024 (the "Base Indenture"), between the Trust, as Issuer, and Meridian Fiduciary Services, Inc., as Indenture Trustee, and will be fungible with and form a single series with the original $220,000,000 Class A-2 Notes (CUSIP 07839LAB3 / ISIN US07839LAB36) outstanding under the Base Indenture. Following the issuance of the Tap Notes, the total outstanding principal amount of Class A-2 Notes will be $268,000,000, and the total outstanding principal amount of all notes issued under the Series 2024-A program will be $398,000,000.
This letter (the "Engagement Letter") sets forth the terms and conditions under which the Firm will provide legal services to the Client in connection with the Transaction. We ask that you review the terms carefully and, if acceptable, execute and return the enclosed copy as indicated in Section 13 below.
2. Scope of Representation
C&H will serve as issuer's counsel to BRB and the Trust in connection with the Tap Issuance. Our responsibilities will include, but are not limited to, the following:
(a) Supplemental Indenture. Drafting and negotiation of the Supplemental Indenture No. 2 (the "Supplemental Indenture") among the Trust (as Issuer), BRB (as Servicer), and Meridian Fiduciary Services, Inc. (as Indenture Trustee), which will set forth the terms of the Tap Notes, establish conditions to their issuance, and effect such conforming amendments to the Base Indenture and the existing Supplemental Indenture No. 1 as may be required in connection with the Tap Issuance.
(b) Sale and Servicing Agreement Amendment. Drafting and negotiation of Amendment No. 1 to the Sale and Servicing Agreement dated as of January 29, 2024, among BRB (as Servicer and Seller), the Trust (as Purchaser), and Meridian Fiduciary Services, Inc. (as Indenture Trustee) (the "SSA Amendment"), to add the tap pool receivables to the Trust's asset base and to make such other modifications to the Sale and Servicing Agreement as may be necessary or appropriate in connection with the Tap Issuance.
(c) Underwriting Agreement. Drafting and negotiation of the Underwriting Agreement (the "Underwriting Agreement") among the Trust, BRB, and Ashford Capital Markets LLC, as sole bookrunner and lead underwriter (the "Underwriter"), establishing the terms and conditions of the purchase and sale of the Tap Notes.
(d) Prospectus Supplement. Preparation of the Prospectus Supplement to be filed with the SEC under Rule 424(b)(5) of the Securities Act of 1933, as amended (the "Securities Act"), in connection with the offering of the Tap Notes, including all statistical and structural disclosure, risk factors, and pool-level data required thereby.
(e) Legal Opinions. Delivery of issuer's counsel legal opinion at the closing of the Tap Issuance, including a 10b-5 negative assurance letter addressed to the Underwriter and enforceability opinions with respect to the Supplemental Indenture, the SSA Amendment, the Underwriting Agreement, and related transaction documents.
(f) Delaware Counsel Coordination. Coordination with Whitfield & Donahue LLP (Wilmington, Delaware), serving as special Delaware counsel to the Trust, regarding the delivery of true-sale and trust-enforceability opinions, including review of the factual assumptions and legal conclusions set forth therein.
(g) Underwriter's Counsel Coordination. Coordination with Hargrove, Sato & Chen LLP, serving as counsel to the Underwriter, with respect to due diligence, disclosure review, document negotiation, and the overall closing process.
(h) Accounting Firm Coordination. Coordination with Velthorn Accounting Group LLP regarding the preparation and delivery of a comfort letter and an agreed-upon procedures letter relating to the statistical and financial information included in the Prospectus Supplement and other offering materials.
(i) Rating Agency Letters. Preparation of rating agency confirmation request letters to Pinnacle Ratings Group Inc. and Crestline Ratings International LLC, requesting confirmation that the Tap Issuance will not result in a downgrade or withdrawal of the existing ratings on the Class A-2 Notes, and coordination with such rating agencies through the closing of the Transaction.
(j) Certificates and Closing Deliverables. Preparation of officer's certificates, secretary's certificates, incumbency certificates, and such other closing deliverables as may be required pursuant to the Underwriting Agreement, the Supplemental Indenture, or the SSA Amendment.
(k) Closing Memorandum. Preparation and maintenance of the closing memorandum and checklist, including coordination of the execution, delivery, and filing of all Transaction documents.
(l) Conditions Precedent. Review and coordination of all conditions precedent to closing under the Underwriting Agreement, the Supplemental Indenture, and the SSA Amendment, and assistance with the satisfaction or waiver of such conditions.
Limitations on Scope. The Client acknowledges and agrees that this engagement does not include, and the Firm will not be providing, representation in connection with any regulatory proceedings or inquiries before the Office of the Comptroller of the Currency (the "OCC") or any other federal or state banking regulator; tax advice of any nature, including advice regarding the tax treatment of the Trust, the Tap Notes, or the underlying receivables; or representation of the Trust in any capacity other than in direct connection with the Tap Issuance as described herein. Should the Client desire the Firm's assistance in any of these or other additional matters, the parties will enter into a separate engagement letter or amend this Engagement Letter accordingly.
3. Staffing and Key Personnel
The Firm proposes to staff the engagement as follows:
Responsible Partner — Francesca Morano. Ms. Morano will have overall responsibility for the engagement, including management of the client relationship, supervision of all work product, quality control, and oversight of the delivery of the Firm's legal opinions in connection with the closing. Ms. Morano is a partner in the Firm's Structured Finance and Securitization Group and has extensive experience in asset-backed securities transactions, including equipment-lease ABS.
Billing Partner — Samuel Eklund. Mr. Eklund will be responsible for all billing matters, fee arrangements, and administrative matters relating to the engagement. Mr. Eklund is a partner in the Firm's Finance Group and regularly handles client billing for structured finance mandates. Any questions relating to invoices or fee arrangements should be directed to Mr. Eklund.
Lead Associate — Carlos Espinoza. Mr. Espinoza will serve as the primary day-to-day contact for the Transaction. He will lead the drafting of all transaction documents, coordinate communications with counterparties and their respective counsel, and manage the timeline and closing process. Mr. Espinoza is a senior associate in the Firm's Structured Finance and Securitization Group.
Working Associate — Hannah Brinkley. Ms. Brinkley will assist with document preparation, closing checklist management, due diligence review of pool data and related materials, and legal research as needed. Ms. Brinkley is an associate in the Firm's Structured Finance and Securitization Group.
The Firm may assign additional attorneys or paraprofessionals to the engagement as the volume and complexity of the work may require. The Client will be informed promptly of any material changes to the staffing set forth above. In particular, the Firm will notify the Client before replacing or reassigning the Responsible Partner or the Lead Associate.
4. Estimated Fees and Fee Arrangements
Professional fees for services rendered in connection with this engagement will be billed on an hourly basis at the Firm's standard rates then in effect for the attorneys and paraprofessionals working on the matter. The Firm's current standard hourly rates are as follows (all rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each year):
The specific rate applicable to each timekeeper will be determined by the individual's experience and seniority. The Firm will provide the Client with the applicable rate for each timekeeper upon request.
Fee Cap. Notwithstanding the hourly billing arrangement described above, the Firm and the Client have agreed that total legal fees for the engagement shall be subject to a cap of $185,000 (one hundred eighty-five thousand dollars) (the "Fee Cap"). The Fee Cap covers all attorney and paraprofessional time billed in connection with the services described in Section 2 above. The Fee Cap does not include disbursements and out-of-pocket expenses, which are addressed separately in Section 5 below. If the scope of the engagement materially changes or expands beyond the services described in Section 2 — for example, due to unanticipated regulatory developments, significant changes to the transaction structure, additional series or classes of notes, or material delays caused by factors outside the Firm's control — the Firm reserves the right to discuss an adjustment to the Fee Cap with the Client in good faith. Any such adjustment will require the mutual written agreement of both parties prior to taking effect.
No portion of fees billed or paid shall be refundable upon early termination of the engagement.
5. Disbursements and Expenses
In addition to professional fees, the Client will be responsible for reimbursement of reasonable out-of-pocket expenses incurred by the Firm in connection with the engagement. The Firm endeavors to keep such costs to a minimum and will not incur extraordinary expenses without the Client's prior approval. Examples of reimbursable disbursements include, without limitation:
•  SEC and other governmental filing fees;
•  Printing, reproduction, and document production costs;
•  Messenger and courier services;
•  Travel expenses (airfare, hotel, ground transportation, and meals) when travel is required and pre-approved by the Client;
•  Computerized legal research charges (e.g., Westmark Data Systems, Sundial Solutions, Cascade Services Inc.);
•  Long-distance communication charges; and
•  Binding, exhibit preparation, and closing set assembly costs.
For the Client's budgeting purposes, the following significant anticipated third-party costs are identified below. These amounts will either be billed directly to the Client by the respective third parties or will be payable by the Client separately:
The foregoing third-party cost estimates are provided for informational purposes and are not included within the Fee Cap. The Firm does not guarantee or warrant the fees of any third-party service provider.
6. Billing Procedures
Invoices will be rendered on a monthly basis, typically within fifteen (15) business days following the end of each calendar month, and are due and payable within thirty (30) days of the invoice date. Each invoice will contain a summary description of the services performed during the billing period, the identity of each timekeeper who performed services, the hours expended by each timekeeper, the applicable hourly rate, and an itemized description of disbursements incurred.
Any questions regarding invoices should be directed to Samuel Eklund, Billing Partner, at (212) 551-8147 or seklund@calderwoodharkness.com. The Firm welcomes prompt communication regarding any billing concerns and is committed to resolving such matters in a timely and transparent manner.
The Firm reserves the right to suspend work on the engagement if invoices remain unpaid beyond sixty (60) days from the invoice date without prior written arrangement between the Firm and the Client. The Firm will provide at least ten (10) business days' written notice to the Client before exercising such right and will cooperate with the Client to resolve any outstanding billing issues before taking such action.
7. Client Identification and Conflict Clearance
For purposes of the Firm's conflict-of-interest and engagement records, the Firm's client in this engagement is Belmont Ridge Bank, National Association (OCC Charter No. 91-4428; NYSE ticker symbol: BRBK), a national banking association organized under the laws of the United States. The Firm also represents the Trust — Belmont Ridge Equipment Trust 2024-A (EIN 88-4231957), a Delaware statutory trust formed on January 8, 2024, pursuant to a Trust Agreement between BRB, as Depositor, and Keyline Trust Company, National Association, as Owner Trustee — but solely in connection with the Transaction described herein and not for any other purpose or in any other capacity.
The Firm has conducted a conflict-of-interest check in accordance with its standard procedures and the New York Rules of Professional Conduct. As of the date of this letter, the Firm has identified no conflicts of interest that would preclude the Firm from undertaking this engagement.
The Client acknowledges and agrees that the engagement described herein is limited to the specific matter set forth in this Engagement Letter. Accordingly, the Firm is not precluded from representing other clients — including, without limitation, clients whose interests may be adverse to those of BRB or the Trust — in matters that are unrelated to this engagement, provided that such representation is consistent with applicable ethical rules and professional obligations. The Client further acknowledges that the Firm does not represent, and owes no duty of loyalty or confidentiality to, any of the following parties in connection with this Transaction:
•  Keyline Trust Company, National Association, in its capacity as Owner Trustee of the Trust;
•  Meridian Fiduciary Services, Inc., in its capacity as Indenture Trustee under the Base Indenture;
•  Ashford Capital Markets LLC, in its capacity as sole bookrunner and lead underwriter;
•  Pinnacle Ratings Group Inc. or Crestline Ratings International LLC, in their capacities as rating agencies; or
•  Any noteholder, investor, or other third party that may acquire or hold the Tap Notes or the original Class A-2 Notes.
8. Confidentiality
The Firm will maintain the confidentiality of all non-public information received from the Client or the Trust in connection with this engagement, in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and applicable law. All such information will be treated as confidential and will not be disclosed to third parties without the Client's prior consent, except as expressly permitted by law, regulation, or ethical rules.
The foregoing confidentiality obligation is subject to the following standard exceptions: (a) disclosure required by applicable law, regulation, or court order (including, without limitation, subpoenas and governmental investigations); (b) disclosure reasonably necessary for the Firm to perform its services under this engagement, including without limitation disclosure in legal opinions, SEC filings (such as the Prospectus Supplement), and rating agency presentations; (c) disclosure to the Firm's professional liability insurers, auditors, or other advisors in connection with the Firm's internal operations, provided that such recipients are themselves bound by obligations of confidentiality; and (d) disclosure with the Client's prior written consent. In the event the Firm receives a subpoena or other compulsory process seeking disclosure of the Client's confidential information, the Firm will, to the extent practicable and legally permissible, notify the Client promptly and cooperate with the Client in seeking protective relief.
9. Document Retention
Upon conclusion of the engagement, the Firm will retain engagement files — including correspondence, memoranda, drafts, research, and other work product — in accordance with the Firm's standard document retention policy. The Firm's current retention policy provides for the retention of closed matter files for a minimum period of ten (10) years following the closing of the matter, after which files may be destroyed in the ordinary course without further notice to the Client.
Original documents belonging to the Client that are in the Firm's possession will be returned to the Client upon written request. The Firm's own work product, including internal memoranda, drafts, research notes, and attorney-client communications, will be retained by the Firm for such period as is consistent with applicable professional standards and the Firm's internal policies, and will not be transferred to the Client except as otherwise agreed.
The Client is encouraged to maintain its own complete set of all final transaction documents and closing deliverables. Upon the closing of the Transaction, the Firm will provide the Client with a complete closing set, including executed originals or copies of all material Transaction documents.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FIRM'S AGGREGATE LIABILITY TO THE CLIENT, THE TRUST, AND THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, IN CONNECTION WITH THIS ENGAGEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF PROFESSIONAL FEES ACTUALLY PAID BY THE CLIENT TO THE FIRM UNDER THIS ENGAGEMENT LETTER. IN NO EVENT SHALL THE FIRM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF REVENUE, OR LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE FIRM HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
The foregoing limitation of liability shall survive the termination or expiration of this engagement and shall not be affected by any claim that a remedy provided herein fails of its essential purpose. Nothing in this Section 10 shall be construed to limit the Firm's liability for fraud, willful misconduct, or gross negligence.
11. Governing Law and Dispute Resolution
This Engagement Letter and the relationship between the Firm and the Client arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflicts-of-law rules or provisions that would cause the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, or the breach, termination, or validity thereof, shall, at the election of either party, be resolved by binding arbitration administered by JAMS in New York, New York, before a single arbitrator, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator shall be a retired judge or attorney with experience in legal malpractice or professional liability matters. The decision of the arbitrator shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Alternatively, if neither party elects arbitration within thirty (30) days of a written demand by the other party, any such dispute may be brought exclusively in the courts of the State of New York sitting in the County of New York, or in the United States District Court for the Southern District of New York, and each party irrevocably consents to the personal jurisdiction of such courts for such purpose.
12. Term and Termination
This engagement shall commence on the date of the Client's countersignature below and will continue until the earlier of (a) the completion of the Tap Issuance and the delivery of all closing and post-closing deliverables contemplated by the Transaction documents and this Engagement Letter, and (b) the termination of the engagement by either party as provided herein.
Either party may terminate this engagement upon ten (10) business days' prior written notice to the other party, with or without cause. In the event of termination by the Client, the Client shall remain responsible for the payment of all professional fees incurred and disbursements advanced through the effective date of termination, and the Firm shall promptly render a final invoice therefor. In the event of termination by the Firm, the Firm will take all steps reasonably necessary to protect the Client's interests, including cooperating with successor counsel in the transition of the matter, and will not withdraw from the engagement in a manner that would materially prejudice the Client's interests or violate applicable ethical rules.
Upon termination, the provisions of Sections 5, 6, 8, 9, 10, and 11 shall survive and continue in full force and effect.
13. Acceptance and Countersignature
We are grateful for the opportunity to work with BRB and the Trust on this Transaction, and we look forward to a successful closing. If the foregoing terms are acceptable to the Client, please confirm your agreement by having an authorized representative of BRB countersign a copy of this letter in the space provided below and return it to the Firm at the address set forth above, or by electronic transmission to Francesca Morano at fmorano@calderwoodharkness.com.
This Engagement Letter, together with the enclosed Standard Terms of Engagement, constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral, relating to the engagement.
We are available to discuss any questions you may have regarding this letter or the engagement at your earliest convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Francesca Morano
Title: Partner
Calderwood & Harkness LLP 250 Park Avenue, 40th Floor New York, NY 10177 Tel: (212) 551-8212
Email: fmorano@calderwoodharkness.com
ACKNOWLEDGMENT AND AGREEMENT
The undersigned, on behalf of Belmont Ridge Bank, National Association, hereby acknowledges receipt of the foregoing Engagement Letter dated February 13, 2024, has reviewed the terms and conditions set forth therein, and agrees to be bound by such terms and conditions.
ACKNOWLEDGED AND AGREED:
BELMONT RIDGE BANK, NATIONAL ASSOCIATION
By: ________
Name: Margaret Yuen
Title: Chief Financial Officer
Date: ________
Belmont Ridge Bank, National Association 600 Lexington Avenue, 32nd Floor New York, NY 10022
Enclosure: Standard Terms of Engagement of Calderwood & Harkness LLP (incorporated herein by reference)
cc: Francesca Morano, Calderwood & Harkness LLP Samuel Eklund, Calderwood & Harkness LLP Carlos Espinoza, Calderwood & Harkness LLP
Timekeeper Category | Hourly Rate Range
Partners | $1,150 – $1,450 per hour
Associates | $650 – $950 per hour
Paraprofessionals | $350 – $475 per hour
Third-Party Service Provider | Service | Estimated / Agreed Fee
Whitfield & Donahue LLP (Wilmington, DE) | Special Delaware counsel — true-sale and trust-enforceability opinions | $25,000 (flat fee)
Velthorn Accounting Group LLP | Comfort letter and agreed-upon procedures letter | $40,000 (flat fee)
EDGAR filing agent and financial printer | EDGAR filing, typesetting, and printing of Prospectus Supplement | $18,000 (estimated)