AMENDMENT NO. 1 TO SALE AND SERVICING AGREEMENT
Dated as of April 19, 2024
among
BELMONT RIDGE BANK, NATIONAL ASSOCIATION as Originator and Servicer
BELMONT RIDGE EQUIPMENT TRUST 2024-A as Issuer
MERIDIAN FIDUCIARY SERVICES, INC. as Indenture Trustee
Amending that certain Sale and Servicing Agreement dated as of January 29, 2024 (the "Original Agreement")
Execution Version
AMENDMENT NO. 1 TO SALE AND SERVICING AGREEMENT
This AMENDMENT NO. 1 TO SALE AND SERVICING AGREEMENT (this "Amendment No. 1" or this "Amendment") is entered into as of April 19, 2024, by and among:
(1) BELMONT RIDGE BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, OCC Charter No. 91-4428, with its principal office located at 600 Lexington Avenue, 32nd Floor, New York, New York 10022 ("BRB," and in its respective capacities, the "Originator" and the "Servicer");
(2) BELMONT RIDGE EQUIPMENT TRUST 2024-A, a Delaware statutory trust formed on January 8, 2024 (the "Trust" or the "Issuer"); and
(3) MERIDIAN FIDUCIARY SERVICES, INC., a Delaware corporation, with offices at 101 Barclay Street, 12th Floor, New York, New York 10007 (the "Indenture Trustee").
RECITALS
WHEREAS, Belmont Ridge Bank, National Association, a national banking association organized under the laws of the United States, OCC Charter No. 91-4428, with its principal office at 600 Lexington Avenue, 32nd Floor, New York, New York 10022 ("BRB" or the "Originator" and the "Servicer"), Belmont Ridge Equipment Trust 2024-A, a Delaware statutory trust (the "Trust" or the "Issuer"), and Meridian Fiduciary Services, Inc., a Delaware corporation with offices at 101 Barclay Street, 12th Floor, New York, New York 10007 (the "Indenture Trustee"), entered into that certain Sale and Servicing Agreement dated as of January 29, 2024 (the "Original Agreement"), pursuant to which, among other things, BRB sold, transferred, assigned, and otherwise conveyed to the Trust certain equipment-lease receivables originated by BRB, and BRB agreed to service such receivables on behalf of the Trust;
WHEREAS, the Trust was formed as a Delaware statutory trust on January 8, 2024, pursuant to a Certificate of Trust filed with the Secretary of State of the State of Delaware on such date, with Capitol Trust Services LLC, 1209 Orange Street, Wilmington, Delaware 19801, serving as the registered agent of the Trust, and Keyline Trust Company, National Association, 2100 Market Street, Suite 800, Philadelphia, Pennsylvania 19103, acting as Owner Trustee under the Trust Agreement dated January 22, 2024 (the "Trust Agreement");
WHEREAS, pursuant to the Original Agreement, BRB sold, transferred, assigned, and otherwise conveyed to the Trust certain equipment-lease receivables originated by BRB in connection with the original issuance of the Series 2024-A Notes on January 29, 2024, comprising $130,000,000 aggregate principal amount of Class A-1 Notes (the "Class A-1 Notes") and $220,000,000 aggregate principal amount of Class A-2 Notes (the "Original Class A-2 Notes"), for an aggregate original note balance of $350,000,000;
WHEREAS, the Trust, BRB, and the Indenture Trustee have entered into Supplemental Indenture No. 2 to the Indenture dated January 29, 2024, as supplemented by Supplemental Indenture No. 1 dated as of January 29, 2024 (the "Indenture"), dated as of the date hereof (the "Supplemental Indenture"), authorizing the issuance of $48,000,000 aggregate principal amount of additional Class A-2 Notes (the "Tap Notes"), CUSIP 07839LAB3, ISIN US07839LAB36, which Tap Notes shall be fungible with the Original Class A-2 Notes and shall be issued under the existing shelf registration program filed with the Securities and Exchange Commission (SEC Registration Statement No. 333-276891);
WHEREAS, in connection with the issuance of the Tap Notes, BRB desires to sell, transfer, assign, and otherwise convey to the Trust an additional pool of eligible equipment-lease receivables (the "Tap Pool Receivables") to support the Tap Notes and to provide additional collateral to the Trust;
WHEREAS, the parties desire to amend the Original Agreement to (i) add the Tap Pool Receivables to the Trust's asset base, (ii) adjust certain overcollateralization and reserve account trigger levels to reflect the post-tap aggregate note balance of $398,000,000, (iii) confirm the eligibility criteria applicable to the Tap Pool Receivables, and (iv) make certain other conforming amendments as more particularly described herein;
WHEREAS, each of Pinnacle Ratings Group Inc. ("PRG") and Crestline Ratings International LLC ("CRI") has been notified of the proposed amendments and the tap issuance contemplated hereby, and each has confirmed its respective rating of AAA(sf) (in the case of PRG) and Aaa(sf) (in the case of CRI) on the Class A-2 Notes, including the Tap Notes, as evidenced by rating confirmation letters dated April 17, 2024 and April 18, 2024, respectively;
WHEREAS, the execution and delivery of this Amendment No. 1 has been duly authorized by all necessary corporate, trust, or other organizational action on the part of each of the parties hereto, including, in the case of BRB, resolutions adopted by its Board of Directors on March 28, 2024, and, in the case of the Trust, the direction of the Owner Trustee acting pursuant to the Trust Agreement; and
NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.1 — Definitions
(a) All capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to such terms in the Original Agreement or in the Indenture dated as of January 29, 2024, as supplemented by Supplemental Indenture No. 1 dated as of January 29, 2024 and Supplemental Indenture No. 2 dated as of the date hereof. In the event of any inconsistency between the definitions set forth in this Amendment No. 1 and those set forth in the Original Agreement or the Indenture, the definitions in this Amendment No. 1 shall control for purposes of this Amendment No. 1.
(b) The following terms, as used in this Amendment No. 1, shall have the following meanings:
"Adjusted OC Target Amount" means, as of any date of determination, an amount equal to 4.50% of the Post-Tap Aggregate Note Balance, which, as of the Amendment Effective Date, is equal to $17,910,000 (calculated as 4.50% of $398,000,000).
"Adjusted Reserve Account Required Amount" means, as of any date of determination, an amount equal to 1.00% of the Post-Tap Aggregate Note Balance, which, as of the Amendment Effective Date, is equal to $3,980,000 (calculated as 1.00% of $398,000,000).
"Amendment Effective Date" means April 19, 2024, the date on which all conditions precedent set forth in Section 6.1 have been satisfied or waived.
"Closing Date" means May 17, 2024, the date on which the Tap Notes are issued and the Tap Pool Receivables are conveyed to the Trust pursuant to Article II of this Amendment No. 1.
"Post-Tap Aggregate Note Balance" means $398,000,000, consisting of (i) $130,000,000 aggregate principal amount of Class A-1 Notes and (ii) $268,000,000 aggregate principal amount of Class A-2 Notes (consisting of $220,000,000 aggregate principal amount of Original Class A-2 Notes and $48,000,000 aggregate principal amount of Tap Notes). The Post-Tap Aggregate Note Balance shall be subject to reduction from time to time in accordance with the amortization provisions of the Indenture and the payment waterfall set forth in the Original Agreement, as amended hereby.
"Tap Notes" means the $48,000,000 aggregate principal amount of additional Class A-2 Notes issued by the Trust pursuant to Supplemental Indenture No. 2, bearing CUSIP 07839LAB3 and ISIN US07839LAB36, which Tap Notes are fungible with and rank pari passu in all respects with the Original Class A-2 Notes.
"Tap Pool" or "Tap Pool Receivables" means the additional pool of equipment-lease receivables described in Schedule A hereto, consisting of 1,247 lease contracts originated by BRB in the ordinary course of its equipment leasing business, with an aggregate discounted Receivable Balance as of the Tap Pool Cut-Off Date of $49,344,000.
"Tap Pool Cut-Off Date" means the close of business on March 31, 2024, being the last day of the collection period immediately preceding the Amendment Effective Date, as specified in Schedule A hereto. Only payments due on or after the Tap Pool Cut-Off Date with respect to the Tap Pool Receivables shall be included in the Trust's collections.
"Tap Pool Schedule" means the schedule of Tap Pool Receivables attached hereto as Schedule A, listing each of the 1,247 lease contracts constituting the Tap Pool, together with the related summary statistical information.
Section 1.2 — Interpretation
(a) From and after the Amendment Effective Date, all references in the Original Agreement to the "Agreement," "this Agreement," "hereof," "herein," "hereunder," or words of similar import, and all references in any other Transaction Document to the "Sale and Servicing Agreement," shall mean and be references to the Original Agreement as amended by this Amendment No. 1.
(b) Section references in this Amendment No. 1 are to sections of the Original Agreement unless otherwise expressly stated. References to articles, sections, schedules, and exhibits of this Amendment No. 1 shall be to the articles, sections, schedules, and exhibits of this Amendment No. 1.
(c) The rules of construction and principles of interpretation set forth in Section 1.2 of the Original Agreement shall apply to this Amendment No. 1 mutatis mutandis, including, without limitation, the provisions relating to (i) the singular including the plural and vice versa, (ii) headings being for convenience of reference only, (iii) references to "including" meaning "including without limitation," and (iv) interpretation in accordance with the laws of the State of New York.
(d) In the event of any conflict or inconsistency between the provisions of this Amendment No. 1 and the provisions of the Original Agreement, the provisions of this Amendment No. 1 shall govern and control.
ARTICLE II — SALE AND CONVEYANCE OF TAP POOL RECEIVABLES
Section 2.1 — Sale of Tap Pool Receivables
(a) Subject to the terms and conditions of this Amendment No. 1 and the satisfaction of the conditions precedent set forth in Article VI hereof, BRB, as Originator, hereby sells, transfers, assigns, sets over, and otherwise conveys to the Trust, without recourse (except as expressly provided in the Agreement), all of BRB's right, title, and interest in, to, and under each of the following (collectively, the "Tap Pool Conveyed Property"):
(i) each Lease Contract listed in the Tap Pool Schedule (Schedule A hereto), comprising 1,247 lease contracts, together with all amendments, modifications, supplements, and restatements thereof;
(ii) all payments due or to become due on or after the Tap Pool Cut-Off Date with respect to the Tap Pool Receivables, including all scheduled lease payments, residual value payments, early termination payments, and any other amounts payable by the related obligors under the Tap Pool Receivables;
(iii) all right, title, and interest of BRB in and to the leased equipment securing the Tap Pool Receivables, including all equipment schedules, bills of sale, certificates of title, and other documents of title relating thereto, together with all accessions, additions, attachments, accessories, and improvements to such equipment;
(iv) all security deposits, guaranties, letters of credit, and other credit enhancements held by BRB with respect to the Tap Pool Receivables;
(v) all insurance policies and insurance proceeds relating to the leased equipment and the Tap Pool Receivables, to the extent assignable;
(vi) all UCC financing statements filed with respect to the Tap Pool Receivables and the related leased equipment, and all rights to file continuation statements and amendments thereto;
(vii) all books, records, files, and data maintained by BRB with respect to the Tap Pool Receivables, including all electronic records and computer files;
(viii) all rights under any indemnification, warranty, or guaranty agreement with respect to the Tap Pool Receivables or the related leased equipment; and
(ix) all proceeds (as defined in Article 9 of the Uniform Commercial Code as in effect in the State of New York) of any of the foregoing.
(b) The aggregate discounted Receivable Balance of the Tap Pool Receivables as of the Tap Pool Cut-Off Date is $49,344,000.
(c) The consideration for the sale, transfer, assignment, and conveyance of the Tap Pool Conveyed Property shall consist of (i) the net proceeds of the Tap Notes received by the Trust on the Closing Date, which net proceeds are expected to be $47,916,000 (after deduction of the underwriting discount of $144,000, calculated as 0.30% of the $48,000,000 aggregate principal amount of the Tap Notes, from gross proceeds of $48,060,000, which includes accrued interest from the most recent payment date), together with (ii) the release by the Trust of certain amounts from the overcollateralization account as necessary to fund the purchase price and bring the aggregate purchase price to an amount equal to the discounted Receivable Balance of the Tap Pool Receivables. The precise allocation of consideration shall be determined on the Closing Date in accordance with the closing memorandum to be agreed upon by the parties and the underwriter, Ashford Capital Markets LLC.
(d) The sale, transfer, assignment, and conveyance of the Tap Pool Conveyed Property pursuant to this Section 2.1 shall be effective as of the Closing Date (May 17, 2024). From and after the Closing Date, the Tap Pool Receivables shall constitute "Receivables" under the Agreement and shall be subject to all of the terms and conditions of the Agreement applicable to Receivables.
Section 2.2 — True Sale Characterization
(a) It is the intention of the parties hereto that the transfer of the Tap Pool Receivables and the other Tap Pool Conveyed Property from BRB to the Trust pursuant to Section 2.1 of this Amendment No. 1 constitute a true sale and absolute assignment of such assets from BRB to the Trust and not merely the creation of a security interest in, or pledge of, such assets by BRB to or in favor of the Trust. The parties shall treat the transfer of the Tap Pool Conveyed Property as a sale for all purposes, including for financial accounting purposes under Generally Accepted Accounting Principles ("GAAP") and for federal, state, and local income tax purposes.
(b) BRB shall reflect the transfer of the Tap Pool Receivables and the related Tap Pool Conveyed Property as a sale on its books, records, and financial statements and shall not, at any time, claim any ownership interest in the Tap Pool Receivables or any other Tap Pool Conveyed Property following the Closing Date. BRB shall not, and shall cause its affiliates not to, take any action or make any filing or statement inconsistent with the Trust's ownership of the Tap Pool Conveyed Property.
(c) In the event that, notwithstanding the intent of the parties, the transfer of the Tap Pool Conveyed Property is characterized as a pledge or secured borrowing rather than a true sale, then BRB hereby grants to the Trust (and to the Indenture Trustee on behalf of the Noteholders) a first-priority perfected security interest in all of BRB's right, title, and interest in, to, and under the Tap Pool Conveyed Property to secure BRB's obligations under this Amendment No. 1 and the Agreement. This grant of a security interest is intended to be a protective measure only and shall not be construed as an admission by any party that the transfer of the Tap Pool Conveyed Property does not constitute a true sale.
(d) BRB has obtained, and shall deliver to the Indenture Trustee on or prior to the Closing Date, a true-sale opinion from Whitfield & Donahue LLP, as Delaware counsel, confirming that the transfer of the Tap Pool Receivables from BRB to the Trust would be treated as a true sale and not as a secured borrowing, and that such receivables would not be consolidated with the estate of BRB in the event of a bankruptcy or insolvency proceeding involving BRB.
Section 2.3 — Delivery of Lease Files
(a) On or before the Closing Date (May 17, 2024), BRB shall deliver or cause to be delivered to the Indenture Trustee (or its custodial designee) the complete lease files for each of the 1,247 lease contracts included in the Tap Pool (collectively, the "Tap Pool Lease Files"). Each Tap Pool Lease File shall include, at a minimum, the following documents:
(i) the original executed copy (or, if the original is not available, a true and correct copy certified by an authorized officer of BRB) of each lease contract, including all schedules, exhibits, riders, amendments, and modifications thereto;
(ii) copies of all UCC-1 financing statements (and any amendments or continuation statements) filed by or on behalf of BRB with respect to the related lease contract and the leased equipment securing such contract, together with evidence of filing;
(iii) equipment schedules and descriptions identifying the specific items of equipment subject to each lease contract, including manufacturer, model number, serial number (where applicable), and location of the equipment;
(iv) certificates of acceptance or delivery and acceptance certificates executed by the related obligor confirming receipt and acceptance of the leased equipment;
(v) copies of any guaranties, letters of credit, security agreements, or other credit support documents executed in connection with the related lease contract; and
(vi) such other documents as the Indenture Trustee may reasonably request to evidence the Trust's ownership of the Tap Pool Receivables and the related leased equipment.
(b) The Indenture Trustee (Meridian Fiduciary Services, Inc.) shall hold such Tap Pool Lease Files on behalf of the Trust and for the benefit of the Noteholders, in accordance with its duties and obligations as Indenture Trustee under the Indenture and the Agreement. The Indenture Trustee shall have no obligation to review or examine the Tap Pool Lease Files except as expressly required by the Indenture or the Agreement.
(c) BRB, as Servicer, shall retain copies of all Tap Pool Lease Files as necessary for the servicing of the Tap Pool Receivables and shall have access to the original Tap Pool Lease Files held by the Indenture Trustee upon reasonable notice and during normal business hours, subject to the terms and conditions of the Agreement.
(d) If any Tap Pool Lease File is found to be incomplete or deficient in any material respect, BRB shall cure such deficiency within thirty (30) days of receiving notice thereof from the Indenture Trustee or, if such deficiency cannot be cured within such period, within such longer period as may be reasonably necessary, provided that BRB is diligently pursuing such cure.
ARTICLE III — ELIGIBILITY CRITERIA FOR TAP POOL RECEIVABLES
Section 3.1 — Representations and Warranties as to Eligibility
(a) BRB hereby represents and warrants to the Trust and the Indenture Trustee that, as of the Tap Pool Cut-Off Date and as of the Closing Date, each Tap Pool Receivable satisfies the Eligibility Criteria set forth in Section 2.4 of the Original Agreement, including, without limitation, each of the following:
(i) Each lease contract included in the Tap Pool constitutes a legal, valid, binding, and enforceable 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 (regardless of whether enforcement is sought in a proceeding in equity or at law);
(ii) Each lease contract included in the Tap Pool was originated by BRB in the ordinary course of its equipment leasing business, in accordance with BRB's customary underwriting guidelines and credit policies as in effect at the time of origination, and in compliance with all applicable federal, state, and local laws and regulations;
(iii) Each lease contract included in the Tap Pool is denominated and payable exclusively in United States dollars;
(iv) Each lease contract included in the Tap Pool relates to small-ticket commercial equipment falling within one or more of the following categories: (A) information technology and networking equipment (including servers, routers, switches, and related hardware), (B) medical devices (including diagnostic imaging equipment, patient monitoring systems, and dental equipment), (C) office and copier equipment (including multifunction printers, copiers, and mailing systems), or (D) light industrial equipment (including CNC machines, compressors, packaging equipment, and similar manufacturing equipment);
(v) No lease contract included in the Tap Pool is in default as of the Tap Pool Cut-Off Date, and no lease contract included in the Tap Pool has been in default at any time during the period from its origination date through the Tap Pool Cut-Off Date. For purposes of this representation, a lease contract shall be deemed to be in "default" if any scheduled payment thereunder is more than thirty (30) days past due;
(vi) Each lease contract included in the Tap Pool has an original term not exceeding sixty (60) months from the commencement date of such lease;
(vii) No single obligor (together with its affiliates) represents more than 0.75% of the aggregate discounted Receivable Balance of the Tap Pool Receivables as of the Tap Pool Cut-Off Date. The aggregate discounted Receivable Balance of the Tap Pool Receivables attributable to the ten (10) largest obligors (by discounted Receivable Balance) in the Tap Pool does not exceed 4.3% of the aggregate discounted Receivable Balance of the Tap Pool;
(viii) Each lease contract included in the Tap Pool has been the subject of a valid and perfected first-priority security interest in favor of BRB (or, following the transfer to the Trust, in favor of the Trust or the Indenture Trustee on behalf of the Noteholders) in the related leased equipment, and all filings and other actions necessary to perfect such security interest under applicable law (including UCC filings in the appropriate jurisdictions) have been made;
(ix) No lease contract included in the Tap Pool has been modified, amended, waived, or restructured in any material respect since its original execution, except as reflected in the Tap Pool Lease Files;
(x) The related obligor under each lease contract included in the Tap Pool is a business entity organized and existing under the laws of a state of the United States or the District of Columbia, and the leased equipment is located within the United States;
(xi) No lease contract included in the Tap Pool is subject to any right of rescission, setoff, counterclaim, or defense (including the defense of usury) that would materially adversely affect the enforceability of such lease or the collectability of the related payments; and
(xii) BRB has not received any notice of any pending or threatened litigation, arbitration, or regulatory action that could reasonably be expected to result in a material adverse effect on any Tap Pool Receivable or on BRB's ability to perform its obligations as Originator or Servicer under the Agreement with respect to the Tap Pool Receivables.
(b) The representations and warranties set forth in this Section 3.1 shall survive the execution and delivery of this Amendment No. 1 and the conveyance of the Tap Pool Receivables to the Trust, and shall continue in full force and effect for so long as any Tap Pool Receivables remain outstanding.
Section 3.2 — Pool Characteristics
The following table sets forth the summary statistical characteristics of the Tap Pool Receivables as of the Tap Pool Cut-Off Date (March 31, 2024):
The following table sets forth the distribution of the Tap Pool Receivables by equipment type as of the Tap Pool Cut-Off Date:
The following table sets forth the geographic distribution of the Tap Pool Receivables by state of equipment location as of the Tap Pool Cut-Off Date:
The Tap Pool Receivables, together with the original receivables conveyed to the Trust on the original closing date of January 29, 2024, shall constitute the aggregate pool of Receivables held by the Trust for the benefit of the Noteholders. Following the conveyance of the Tap Pool Receivables on the Closing Date, the combined pool is expected to consist of approximately 5,890 lease contracts with an aggregate discounted Receivable Balance of approximately $415,600,000.
Section 3.3 — Repurchase Obligation
(a) If, following the Closing Date, any Tap Pool Receivable is discovered to have been in breach of any of the Eligibility Criteria set forth in Section 3.1 of this Amendment No. 1 or Section 2.4 of the Original Agreement as of the Tap Pool Cut-Off Date or the Closing Date, and such breach has a material adverse effect on the interests of the Trust or the Noteholders in such Tap Pool Receivable, then BRB shall, upon discovery of such breach by BRB or upon receipt of written notice of such breach from the Trust, the Indenture Trustee, or any Noteholder, repurchase such Tap Pool Receivable from the Trust at the Repurchase Price.
(b) For purposes of this Section 3.3, the "Repurchase Price" with respect to any Tap Pool Receivable shall mean the sum of (i) the discounted Receivable Balance of such Tap Pool Receivable as of the date of repurchase, plus (ii) all accrued and unpaid interest and other amounts due on such Tap Pool Receivable as of the date of repurchase, plus (iii) all costs and expenses (including reasonable attorneys' fees) incurred by the Trust or the Indenture Trustee in connection with such repurchase.
(c) BRB shall complete any required repurchase within sixty (60) days following receipt of notice of the applicable breach, or such longer period as may be specified in Section 2.5 of the Original Agreement; provided, however, that if BRB is unable to cure the breach giving rise to the repurchase obligation within such sixty (60) day period and such breach is capable of cure, BRB shall have an additional thirty (30) days (for an aggregate period of ninety (90) days) to cure such breach before the repurchase obligation becomes absolute. During any such cure period, BRB shall continue to service the affected Tap Pool Receivable in accordance with the Agreement.
(d) Amounts received by the Trust as Repurchase Prices shall be deposited into the Collection Account and distributed in accordance with the payment waterfall set forth in the Agreement. The repurchase obligation set forth in this Section 3.3 shall be consistent with, and supplemental to, the repurchase obligations set forth in Section 2.5 of the Original Agreement, and shall constitute the sole remedy of the Trust, the Indenture Trustee, and the Noteholders with respect to a breach of the Eligibility Criteria.
ARTICLE IV — AMENDMENTS TO ORIGINAL AGREEMENT
Section 4.1 — Amendment to Definition of "Receivables"
The definition of "Receivables" set forth in Section 1.1 of the Original Agreement is hereby amended by adding the following language at the end thereof:
"; and (c) each of the equipment-lease receivables described in Schedule A to Amendment No. 1 to this Agreement, dated as of April 19, 2024, comprising 1,247 lease contracts constituting the Tap Pool Receivables conveyed by BRB to the Trust on the Closing Date (as defined in Amendment No. 1)."
From and after the Closing Date, the term "Receivables" as used in the Agreement shall include both the original receivables conveyed to the Trust on January 29, 2024 and the Tap Pool Receivables conveyed to the Trust pursuant to Amendment No. 1, and all provisions of the Agreement applicable to "Receivables" shall apply with equal force and effect to the Tap Pool Receivables.
Section 4.2 — Amendment to Overcollateralization Target
Section 4.7 of the Original Agreement (Overcollateralization) is hereby amended and restated in its entirety to read as follows:
"Section 4.7 — Overcollateralization. (a) The 'Required Overcollateralization Amount' shall mean, as of any Determination Date, an amount equal to 4.50% of the Aggregate Note Balance as of such Determination Date.
(b) As of the Amendment Effective Date (as defined in Amendment No. 1), the Required Overcollateralization Amount is $17,910,000, calculated as 4.50% of the Post-Tap Aggregate Note Balance of $398,000,000. The Required Overcollateralization Amount shall be recalculated on each Determination Date to reflect reductions in the Aggregate Note Balance resulting from scheduled and unscheduled principal payments on the Notes.
(c) If, on any Payment Date, the Overcollateralization Amount (as determined by the Servicer on the immediately preceding Determination Date) is less than the Required Overcollateralization Amount, then excess collections remaining after payment of all amounts having a higher priority in the payment waterfall set forth in Section 5.4 hereof shall be applied to increase the Overcollateralization Amount to the Required Overcollateralization Amount before any distributions to the Originator or the holders of the Certificates.
(d) If, on any Payment Date, the Overcollateralization Amount exceeds the Required Overcollateralization Amount, such excess may be released to the Originator in accordance with the payment waterfall, subject to the satisfaction of all conditions and priorities set forth in Section 5.4 hereof."
Section 4.3 — Amendment to Reserve Account Required Amount
Section 4.8 of the Original Agreement (Reserve Account) is hereby amended and restated in its entirety to read as follows:
"Section 4.8 — Reserve Account. (a) The 'Reserve Account Required Amount' shall mean, as of any Determination Date, an amount equal to 1.00% of the Aggregate Note Balance as of such Determination Date.
(b) As of the Amendment Effective Date (as defined in Amendment No. 1), the Reserve Account Required Amount is $3,980,000, calculated as 1.00% of the Post-Tap Aggregate Note Balance of $398,000,000. The Reserve Account Required Amount shall be recalculated on each Determination Date to reflect reductions in the Aggregate Note Balance resulting from scheduled and unscheduled principal payments on the Notes.
(c) The Reserve Account shall be maintained by the Indenture Trustee as a segregated trust account at an Eligible Deposit Institution. Amounts on deposit in the Reserve Account shall be invested in Eligible Investments in accordance with Section 4.9 hereof.
(d) If, on any Payment Date, the amount on deposit in the Reserve Account is less than the Reserve Account Required Amount, then excess collections remaining after payment of all amounts having a higher priority in the payment waterfall set forth in Section 5.4 hereof (including amounts necessary to achieve the Required Overcollateralization Amount) shall be applied to fund the Reserve Account to the Reserve Account Required Amount.
(e) BRB shall deposit, or cause to be deposited, on the Closing Date (as defined in Amendment No. 1) such additional amounts into the Reserve Account as are necessary to fund the Reserve Account to the Reserve Account Required Amount of $3,980,000. The amount of such additional deposit is expected to be $480,000 (representing the difference between the post-tap Reserve Account Required Amount of $3,980,000 and the pre-tap Reserve Account Required Amount of $3,500,000).
(f) If, on any Payment Date, the amount on deposit in the Reserve Account exceeds the Reserve Account Required Amount, such excess may be released to the Originator in accordance with the payment waterfall, subject to the satisfaction of all conditions and priorities set forth in Section 5.4 hereof."
Section 4.4 — Amendment to Aggregate Note Balance References
(a) From and after the Closing Date (May 17, 2024), all references in the Original Agreement to the "Aggregate Note Balance," the "Outstanding Note Balance," or any other term referring to the aggregate outstanding principal amount of the Notes shall be deemed to include the Tap Notes ($48,000,000 aggregate principal amount of additional Class A-2 Notes), such that the Post-Tap Aggregate Note Balance shall be $398,000,000.
(b) For the avoidance of doubt, the Post-Tap Aggregate Note Balance is comprised of the following:
(c) All calculations, triggers, tests, and other provisions of the Original Agreement that are expressed as a percentage or function of the Aggregate Note Balance or the Outstanding Note Balance shall, from and after the Closing Date, be calculated based on the Post-Tap Aggregate Note Balance (as reduced from time to time by scheduled and unscheduled principal payments).
Section 4.5 — Amendment to Payment Waterfall
(a) Section 5.4 of the Original Agreement (Priority of Payments) is hereby amended to reflect that the Tap Notes shall rank pari passu with the Original Class A-2 Notes in all respects in the payment waterfall. Without limiting the generality of the foregoing:
(i) Interest on the Class A-2 Notes (including the Tap Notes) shall accrue at the fixed coupon rate of 5.78% per annum, calculated on the basis of a 360-day year consisting of twelve 30-day months (30/360 day count convention), and shall be payable monthly on the 15th day of each calendar month (or, if such day is not a Business Day, the next succeeding Business Day), commencing on the first Payment Date following the Closing Date.
(ii) The record date for each payment on the Class A-2 Notes (including the Tap Notes) shall be the last Business Day of the calendar month immediately preceding the applicable Payment Date.
(iii) Principal payments on the Class A-2 Notes (including the Tap Notes) shall be made pro rata among all outstanding Class A-2 Notes (including the Tap Notes) based on the respective outstanding principal balances thereof, in accordance with the amortization schedule and payment waterfall set forth in the Original Agreement.
(iv) There shall be no change to the priority of payments set forth in Section 5.4 of the Original Agreement as a result of the issuance of the Tap Notes. The Tap Notes are fully fungible with the Original Class A-2 Notes and shall be treated identically therewith in all respects for purposes of the payment waterfall.
Section 4.6 — Amendment to Early Amortization Triggers
(a) The early amortization triggers set forth in Section 7.1 of the Original Agreement (Events of Default; Early Amortization Events) are hereby amended to reflect the post-tap pool and note balances, as follows:
(i) Annualized Default Rate Trigger. The annualized default rate trigger shall continue to be calculated based on the aggregate Receivables pool (including the Tap Pool Receivables from and after the Closing Date). An Early Amortization Event shall occur if, on any Determination Date, the three-month rolling average annualized default rate for the combined pool of Receivables exceeds the applicable threshold set forth in the Original Agreement.
(ii) Delinquency Rate Trigger. The delinquency rate trigger shall continue to be calculated based on the aggregate Receivables pool (including the Tap Pool Receivables from and after the Closing Date). An Early Amortization Event shall occur if, on any Determination Date, the aggregate discounted Receivable Balance of all Receivables that are 60 or more days past due exceeds the applicable percentage of the aggregate discounted Receivable Balance of all Receivables as set forth in the Original Agreement.
(iii) Overcollateralization Deficiency Trigger. The overcollateralization deficiency trigger is hereby recalculated to reflect the Post-Tap Aggregate Note Balance of $398,000,000. An Early Amortization Event shall occur if, on any two consecutive Payment Dates, the Overcollateralization Amount is less than the Required Overcollateralization Amount (as amended by Section 4.2 of this Amendment No. 1).
(iv) Reserve Account Deficiency Trigger. The reserve account deficiency trigger is hereby recalculated to reflect the Post-Tap Aggregate Note Balance of $398,000,000. An Early Amortization Event shall occur if, on any two consecutive Payment Dates, the amount on deposit in the Reserve Account is less than the Reserve Account Required Amount (as amended by Section 4.3 of this Amendment No. 1).
(b) All other early amortization triggers and Events of Default set forth in Section 7.1 of the Original Agreement shall remain in full force and effect without modification.
Section 4.7 — Amendment to Reporting Obligations
(a) From and after the Closing Date, BRB's monthly servicer report obligations under Section 3.8 of the Original Agreement shall include data related to the Tap Pool Receivables. Each Monthly Servicer Report delivered by BRB to the Indenture Trustee, the Trust, and the rating agencies on or before the applicable Determination Date shall include, in addition to the information required by the Original Agreement:
(i) combined pool statistics for both the original Receivables and the Tap Pool Receivables, including aggregate discounted Receivable Balance, delinquency statistics, default statistics, prepayment statistics, and loss statistics;
(ii) separate sub-pool statistics for the original Receivables and the Tap Pool Receivables for so long as such separate reporting is required by either Pinnacle Ratings Group Inc. or Crestline Ratings International LLC;
(iii) updated overcollateralization calculations reflecting the Post-Tap Aggregate Note Balance;
(iv) updated reserve account balance information; and
(v) such other information as may be reasonably requested by the Indenture Trustee or required by applicable SEC reporting obligations.
(b) BRB shall deliver the first Monthly Servicer Report reflecting the combined pool statistics no later than the Determination Date for the Payment Date immediately following the Closing Date.
(c) BRB's reporting obligations under Rule 15Ga-1 of the Securities Exchange Act of 1934, as amended, and Items 1111 and 1121 of Regulation AB shall apply to the Tap Pool Receivables on the same basis as the original Receivables.
ARTICLE V — SERVICING
Section 5.1 — Confirmation of Servicer
(a) BRB shall continue to act as Servicer under the Agreement with respect to all Receivables, including, from and after the Closing Date, the Tap Pool Receivables. BRB's appointment as Servicer shall continue in accordance with the terms and conditions set forth in Article III of the Original Agreement.
(b) As compensation for its services as Servicer, BRB shall be entitled to receive a servicing fee equal to 0.50% per annum of the outstanding discounted Receivable Balance of all Receivables (including the Tap Pool Receivables), calculated on a monthly basis and payable from collections on each Payment Date in accordance with the payment waterfall set forth in Section 5.4 of the Original Agreement. The servicing fee rate is unchanged from the Original Agreement.
(c) BRB's obligations as Servicer with respect to the Tap Pool Receivables shall be identical in all respects to its obligations with respect to the original Receivables under the Original Agreement, including, without limitation, its obligations with respect to collection of scheduled payments, delinquency management, default administration, insurance monitoring, equipment disposition, and reporting. BRB shall not be entitled to any additional compensation with respect to the servicing of the Tap Pool Receivables beyond the servicing fee described in Section 5.1(b) above.
Section 5.2 — Back-Up Servicer
(a) Redwood Servicing Solutions LLC, an Illinois limited liability company with offices at 500 West Monroe Street, Suite 3600, Chicago, Illinois 60661 (the "Back-Up Servicer"), shall continue to serve as Back-Up Servicer with respect to all Receivables, including, from and after the Closing Date, the Tap Pool Receivables. The Back-Up Servicer's appointment shall continue in accordance with the terms and conditions set forth in Section 3.12 of the Original Agreement.
(b) The key contact for the Back-Up Servicer shall be Patricia Hahn, Senior Vice President, Backup Servicing, who may be reached at the address set forth above or by telephone at (312) 555-0174 or by electronic mail at phahn@redwoodservicing.com.
(c) The Back-Up Servicing Fee shall remain $7,500 per month ($90,000 per annum), payable from collections in accordance with the payment waterfall set forth in Section 5.4 of the Original Agreement. Such fee shall be inclusive of all services provided by the Back-Up Servicer with respect to all Receivables, including the Tap Pool Receivables, and no additional fee shall be payable to the Back-Up Servicer as a result of the addition of the Tap Pool Receivables to the serviced portfolio.
(d) The Back-Up Servicer shall, within thirty (30) days of the Closing Date, (i) map and load the Tap Pool Receivables data onto its servicing platform, (ii) establish system interfaces for the receipt of updated data files from BRB with respect to the Tap Pool Receivables, and (iii) confirm in writing to the Indenture Trustee that its systems and processes are sufficient to assume servicing of all Receivables (including the Tap Pool Receivables) within the timeframes specified in Section 3.12 of the Original Agreement upon the occurrence of a Servicer Default.
(e) The Back-Up Servicer has executed the Back-Up Servicer Acknowledgment attached hereto as Exhibit B, confirming its consent to the addition of the Tap Pool Receivables to the serviced portfolio and its agreement to perform its duties as Back-Up Servicer with respect to such receivables.
Section 5.3 — Servicing Standards
(a) BRB hereby reaffirms that it shall service the Tap Pool Receivables, and all other Receivables held by the Trust, with the same degree of care, skill, prudence, and diligence that it exercises in servicing its own comparable equipment-lease receivables for its own account, and in all events in accordance with customary and usual standards of practice of prudent equipment-lease servicers in the United States. Without limiting the generality of the foregoing, BRB shall:
(i) use commercially reasonable efforts to collect all payments due under the Tap Pool Receivables and to enforce the obligations of the related obligors;
(ii) maintain accurate and complete records with respect to the Tap Pool Receivables and the related leased equipment;
(iii) comply with all applicable servicing guidelines and procedures, including BRB's internal servicing manual as in effect from time to time;
(iv) monitor insurance coverage on the leased equipment and take appropriate action in the event of any lapse or deficiency in such coverage;
(v) administer the disposition of leased equipment upon lease termination or default in accordance with the terms of the applicable lease contract and the Agreement; and
(vi) provide timely and accurate reporting on the performance of the Tap Pool Receivables in accordance with Section 4.7 of this Amendment No. 1 and Section 3.8 of the Original Agreement.
(b) BRB shall comply with all applicable federal, state, and local laws and regulations in connection with its servicing of the Tap Pool Receivables, including, without limitation, all applicable consumer protection laws, data privacy and security laws, and the requirements of its charter as a national banking association (OCC Charter No. 91-4428). BRB acknowledges that its servicing obligations under the Agreement are subject to examination and oversight by the Office of the Comptroller of the Currency and other applicable regulatory authorities.
(c) Nothing in this Amendment No. 1 shall modify, limit, or otherwise affect BRB's obligations as Servicer under the Original Agreement, except as expressly set forth herein.
ARTICLE VI — CONDITIONS PRECEDENT TO EFFECTIVENESS
Section 6.1 — Conditions Precedent
This Amendment No. 1 shall become effective on the Amendment Effective Date (April 19, 2024), subject to the satisfaction (or written waiver by the Indenture Trustee, acting at the direction of the holders of a majority in aggregate outstanding principal amount of the Notes) of each of the following conditions precedent:
(a) Execution of Amendment No. 1. Each of BRB, the Trust (acting through the Owner Trustee), and the Indenture Trustee shall have duly executed and delivered this Amendment No. 1.
(b) Supplemental Indenture. BRB, the Trust, and the Indenture Trustee shall have duly executed and delivered Supplemental Indenture No. 2 to the Indenture dated January 29, 2024, authorizing the issuance of the Tap Notes.
(c) Underwriting Agreement. The Trust, BRB, and Ashford Capital Markets LLC (the "Underwriter") shall have duly executed and delivered the Underwriting Agreement dated April 19, 2024, relating to the offering and sale of the Tap Notes.
(d) Officer's Certificate. The Indenture Trustee shall have received an Officer's Certificate of BRB, executed by Derek Ashworth, Treasurer & Head of Capital Markets, or another authorized officer of BRB, certifying that (i) all representations and warranties of BRB contained in the Agreement (as amended by this Amendment No. 1) are true and correct in all material respects as of the Amendment Effective Date, (ii) no Event of Default or Servicer Default has occurred and is continuing, and (iii) all conditions precedent set forth in this Section 6.1 have been satisfied.
(e) Rating Confirmations. The Indenture Trustee shall have received written confirmation from each of (i) Pinnacle Ratings Group Inc. confirming its rating of AAA(sf) on the Class A-2 Notes (including the Tap Notes) and (ii) Crestline Ratings International LLC confirming its rating of Aaa(sf) on the Class A-2 Notes (including the Tap Notes), in each case after giving effect to the amendments contemplated by this Amendment No. 1 and the issuance of the Tap Notes.
(f) Issuer's Counsel Opinion. The Indenture Trustee shall have received the opinion of Calderwood & Harkness LLP, as Issuer's Counsel, addressed to the Trust, the Indenture Trustee, and the Underwriter, in form and substance reasonably satisfactory to the Indenture Trustee, covering, among other things, (i) the due authorization, execution, and delivery of this Amendment No. 1 and the Supplemental Indenture by each of the parties hereto, (ii) the enforceability of this Amendment No. 1 and the Supplemental Indenture, and (iii) such other matters as may be required by the Underwriting Agreement.
(g) Delaware Counsel Opinion. The Indenture Trustee shall have received the opinion of Whitfield & Donahue LLP, as Delaware counsel, addressed to the Trust, the Indenture Trustee, and the Underwriter, in form and substance reasonably satisfactory to the Indenture Trustee, covering, among other things, (i) the true-sale characterization of the transfer of the Tap Pool Receivables from BRB to the Trust, (ii) the valid existence of the Trust as a Delaware statutory trust, and (iii) the enforceability of the Trust Agreement and this Amendment No. 1 against the Trust.
(h) Comfort Letter. The Indenture Trustee shall have received a comfort letter and agreed-upon procedures letter from Velthorn Accounting Group LLP, the Trust's independent registered public accounting firm, addressed to the Underwriter and dated the date of the Underwriting Agreement, in form and substance customary for offerings of this nature and satisfactory to the Underwriter.
(i) Prospectus Supplement. BRB shall have caused the Prospectus Supplement relating to the Tap Notes to be filed with the Securities and Exchange Commission under Rule 424(b)(5) of the Securities Act of 1933, as amended. Such filing is expected to be made on or about April 22, 2024.
(j) Tap Pool Schedule. BRB shall have delivered to the Indenture Trustee and the Underwriter the Tap Pool Schedule (Schedule A hereto), together with all supporting data and documentation, and the Indenture Trustee and the Underwriter shall have completed their respective verification procedures with respect to the Tap Pool data.
Section 6.2 — Closing Date Conditions
The conveyance of the Tap Pool Receivables to the Trust and the issuance of the Tap Notes shall be consummated on the Closing Date (May 17, 2024), subject to the satisfaction (or written waiver by the Indenture Trustee) of each of the following additional conditions:
(a) Receipt of Tap Note Proceeds. The Trust shall have received the net proceeds of the Tap Notes in the amount of $47,916,000, representing the gross proceeds of $48,060,000 (which includes $60,000 of accrued interest from the most recent Payment Date) less the underwriting discount of $144,000 (0.30% of the $48,000,000 aggregate principal amount of the Tap Notes) payable to Ashford Capital Markets LLC as Underwriter. Such net proceeds, together with any additional amounts released from the overcollateralization account, shall be applied to fund the purchase price for the Tap Pool Receivables.
(b) Reserve Account Funding. BRB shall have deposited, or caused to be deposited, into the Reserve Account such additional amounts as are necessary to fund the Reserve Account to the Adjusted Reserve Account Required Amount of $3,980,000. Based on the pre-tap Reserve Account balance of $3,500,000, the required additional deposit is expected to be $480,000.
(c) Delivery of Lease Files. BRB shall have delivered, or caused to be delivered, to the Indenture Trustee (or its custodial designee) the complete Tap Pool Lease Files for each of the 1,247 lease contracts constituting the Tap Pool, in accordance with Section 2.3 of this Amendment No. 1.
(d) Bring-Down Comfort Letter. The Indenture Trustee shall have received a bring-down comfort letter from Velthorn Accounting Group LLP, dated as of the Closing Date, confirming that nothing has come to such firm's attention that would cause it to believe that the information set forth in the Prospectus Supplement relating to the Tap Pool Receivables contains any material misstatement or omission.
(e) Bring-Down Officer's Certificate. The Indenture Trustee shall have received a bring-down Officer's Certificate of BRB, dated as of the Closing Date, confirming that all representations and warranties of BRB contained in the Agreement (as amended by this Amendment No. 1) remain true and correct in all material respects as of the Closing Date, and that no Event of Default or Servicer Default has occurred and is continuing as of the Closing Date.
ARTICLE VII — REPRESENTATIONS AND WARRANTIES
Section 7.1 — Representations and Warranties of BRB
BRB hereby represents and warrants to the Trust and the Indenture Trustee, as of the Amendment Effective Date and as of the Closing Date, as follows:
(a) Organization and Existence. BRB is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, OCC Charter No. 91-4428, with its principal office located at 600 Lexington Avenue, 32nd Floor, New York, New York 10022. BRB has the requisite power and authority to own its properties and assets and to carry on its business as now conducted.
(b) Power and Authority. BRB has full power, authority, and legal right to execute and deliver this Amendment No. 1 and to perform all of its obligations hereunder and under the Agreement as amended hereby, including, without limitation, the sale, transfer, and conveyance of the Tap Pool Receivables and the related Tap Pool Conveyed Property to the Trust.
(c) Due Authorization. The execution, delivery, and performance of this Amendment No. 1 by BRB have been duly authorized by all necessary corporate action on the part of BRB, including resolutions adopted by BRB's Board of Directors on March 28, 2024. This Amendment No. 1 has been duly executed and delivered by BRB and constitutes a legal, valid, and binding obligation of BRB, enforceable against BRB 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.
(d) No Conflict. The execution, delivery, and performance of this Amendment No. 1, and the consummation of the transactions contemplated hereby, do not and will not (i) conflict with, result in a breach of, or constitute a default under BRB's articles of association, bylaws, or other organizational documents, (ii) violate any applicable law, rule, regulation, order, judgment, or decree of any governmental authority having jurisdiction over BRB, (iii) conflict with, result in a breach of, constitute a default under, or result in the creation or imposition of any lien upon any of BRB's assets pursuant to the terms of any material agreement, contract, indenture, mortgage, or instrument to which BRB is a party or by which BRB or any of its properties is bound, or (iv) require any consent, approval, authorization, or order of, or filing with, any governmental authority or any other person or entity, except for (A) such filings as have been or will be made with the Securities and Exchange Commission in connection with the offering and sale of the Tap Notes and (B) such UCC filings as may be required to perfect the Trust's ownership interest in the Tap Pool Receivables.
(e) No Default. No Event of Default, Servicer Default, or Early Amortization Event has occurred and is continuing under the Original Agreement, and no event has occurred that, with the giving of notice, the passage of time, or both, would constitute an Event of Default, Servicer Default, or Early Amortization Event under the Original Agreement.
(f) Reaffirmation of Original Representations. Each of the representations and warranties made by BRB in Article IV of the Original Agreement is true and correct in all material respects as of the Amendment Effective Date and the Closing Date, with the same force and effect as if made on and as of such dates (except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date).
(g) Ownership of Tap Pool Receivables. BRB is the sole owner of the Tap Pool Receivables and the related Tap Pool Conveyed Property, free and clear of all liens, claims, encumbrances, pledges, security interests, charges, and other adverse claims of any kind whatsoever, and has the full right, power, and authority to sell, transfer, assign, and convey the Tap Pool Receivables and the related Tap Pool Conveyed Property to the Trust as contemplated by this Amendment No. 1. Upon the consummation of the conveyance contemplated by Section 2.1 of this Amendment No. 1, the Trust will acquire good and marketable title to the Tap Pool Receivables and the related Tap Pool Conveyed Property, free and clear of all liens, claims, encumbrances, and adverse claims.
(h) Accuracy of Tap Pool Data. The information provided by BRB regarding the Tap Pool Receivables, including all data set forth in Schedule A hereto and all information provided to the Underwriter, the rating agencies, and the Indenture Trustee in connection with the tap issuance, is true, correct, and complete in all material respects as of the Tap Pool Cut-Off Date and has been compiled from BRB's books and records in accordance with its customary data management practices.
(i) Regulatory Compliance. BRB is in compliance in all material respects with all regulatory requirements applicable to it as a national banking association, including all requirements and obligations arising under its OCC Charter No. 91-4428, the National Bank Act, the regulations of the Office of the Comptroller of the Currency, and all other applicable federal and state banking laws and regulations. BRB has not received any notice of any pending or threatened regulatory action or proceeding that could reasonably be expected to have a material adverse effect on BRB's ability to perform its obligations under the Agreement.
(j) Financial Information. As of the end of BRB's most recently completed fiscal year (December 31, 2023), BRB's total consolidated assets were approximately $14.7 billion. BRB's equipment lease portfolio as of December 31, 2023 was approximately $3.2 billion, consisting primarily of small-ticket commercial leases of copiers, IT equipment, medical devices, and light industrial equipment. The Tap Pool Receivables constitute a subset of BRB's equipment lease portfolio and were originated in the ordinary course of BRB's equipment leasing business.
(k) Publicly Traded Securities. BRB's common stock is listed and trades on the New York Stock Exchange under the ticker symbol "BRBK." BRB is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and files periodic reports with the Securities and Exchange Commission, including annual reports on Form 10-K and quarterly reports on Form 10-Q.
Section 7.2 — Representations and Warranties of the Trust
The Trust (acting through the Owner Trustee) hereby represents and warrants to BRB and the Indenture Trustee, as of the Amendment Effective Date and as of the Closing Date, as follows: