EX-10.2



 Exhibit 10.2 

EXECUTION VERSION 
  

 
 PURCHASE
AGREEMENT 
 Dated as of May 14, 2014 

by and between 

COMMERCIAL CREDIT GROUP INC., 

as Originator, 
 and

 CCG RECEIVABLES IV, LLC, 

as Depositor 
  

 








							
	 ARTICLE I DEFINITIONS
		 	1	  
			
	 SECTION 1.1
		 Certain Defined Terms
		 	1	  
	 SECTION 1.2
		 Other Terms
		 	1	  
	 SECTION 1.3
		 Computation of Time Periods
		 	2	  
		
	 ARTICLE II SALE AND PURCHASE OF RECEIVABLES
		 	2	  
			
	 SECTION 2.1
		 Selection, Sale and Contribution of Receivables and other Sold Assets
		 	2	  
	 SECTION 2.2
		 Intent of the Parties; Grant of Security Interest
		 	3	  
	 SECTION 2.3
		 No Recourse
		 	3	  
		
	 ARTICLE III CONSIDERATION AND PAYMENT
		 	3	  
			
	 SECTION 3.1
		 Purchase Price
		 	3	  
	 SECTION 3.2
		 Substitution of Receivables
		 	3	  
		
	 ARTICLE IV ADMINISTRATION
		 	4	  
			
	 SECTION 4.1
		 Breach of Representations
		 	4	  
	 SECTION 4.2
		 Actions Evidencing Purchases
		 	4	  
	 SECTION 4.3
		 Power of Attorney
		 	4	  
		
	 ARTICLE V REPRESENTATIONS AND WARRANTIES
		 	5	  
			
	 SECTION 5.1
		 Mutual Representations and Warranties
		 	5	  
	 SECTION 5.2
		 The Originator’s Additional Representations and Warranties
		 	6	  
	 SECTION 5.3
		 Notice of Breach
		 	11	  
	 SECTION 5.4
		 Repurchases
		 	11	  
		
	 ARTICLE VI AFFIRMATIVE COVENANTS
		 	12	  
			
	 SECTION 6.1
		 Affirmative Covenants of the Depositor
		 	12	  
	 SECTION 6.2
		 Affirmative Covenants of the Originator
		 	12	  
	 SECTION 6.3
		 Negative Covenants of the Originator
		 	14	  
		
	 ARTICLE VII INDEMNIFICATION
		 	15	  
			
	 SECTION 7.1
		 Indemnification by the Originator
		 	15	  
		
	 ARTICLE VIII MISCELLANEOUS PROVISIONS
		 	17	  
			
	 SECTION 8.1
		 Waivers; Amendments
		 	17	  
	 SECTION 8.2
		 Notices
		 	17	  
	 SECTION 8.3
		 Governing Law
		 	17	  
	 SECTION 8.4
		 Integration
		 	17	  
	 SECTION 8.5
		 Severability of Provisions
		 	17	  
	 SECTION 8.6
		 Counterparts; Facsimile Delivery
		 	18	  
	 SECTION 8.7
		 Binding Effect; Assignment
		 	18	  
	 SECTION 8.8
		 Costs, Expenses and Taxes
		 	18	  
	 SECTION 8.9
		 No Proceedings; Limited Recourse
		 	18	  
	 SECTION 8.10
		 Further Assurances
		 	18	  


  
 -i- 









			
	Schedules
		
	Schedule 1		Contract Schedule
	Schedule 2		Originator Information
	Schedule 3		Notice Information
	Schedule 4		Name and Account Number of Lock-Box Bank and Lock-Box Account
	
	Exhibits
		
	Exhibit A		Form of Contract


  
 -ii- 








 PURCHASE AGREEMENT 

This PURCHASE AGREEMENT (as amended, supplemented otherwise modified and in effect from
time to time, this “Agreement”), dated as of May 14, 2014, is entered into by and between CCG RECEIVABLES IV, LLC, a Delaware limited liability company (the “Depositor”) and
COMMERCIAL CREDIT GROUP INC., a Delaware corporation (the “Originator”). 

WHEREAS, the Originator wishes to sell or contribute to the Depositor, and the Depositor desires to purchase from the Originator, all of the
Originator’s right, title and interest in, to and under the Sold Assets. 
 NOW, THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties hereto agree as follows: 
 ARTICLE I 

DEFINITIONS 
 SECTION 1.1
Certain Defined Terms. Capitalized terms used but not defined in this Agreement are defined in the Indenture or in the Sale and Servicing Agreement (each as defined below). As used in this Agreement, the following terms shall have the
following meanings: 
 “Originator Indemnities” has the meaning set forth in Section 7.1. 

“Originator Indemnified Parties” has the meaning set forth in Section 7.1. 

“Sale and Servicing Agreement” means that certain Sale and Servicing Agreement dated May 14, 2014, by and among
Commercial Credit Group Inc., as Servicer and as Originator, CCG Receivables IV, LLC, as Depositor, CCG Receivables Trust 2014-1, as Issuer, Portfolio Financial Servicing Company, as the Back-Up Servicer, and U.S. Bank National Association, as the
Indenture Trustee. 
 “Sold Assets” (a) the Pool Receivables listed and Related Security, (b) the Collections,
(c) any security interest in the Equipment held by the Originator, (d) the rights to proceeds from casualty insurance policies covering the Equipment; (e) all present and future claims, demands, causes of actions in respect of the
foregoing, and (f) all proceeds of the foregoing, sold or contributed by the Originator to the Depositor hereunder, together with the Related Security and proceeds relating thereto. 

SECTION 1.2 Other Terms. All terms defined directly or by incorporation herein shall have the defined meanings when used in any
certificate or other document delivered pursuant thereto unless otherwise defined therein. For purposes of this Agreement and all such certificates and other documents, unless the context otherwise requires: (a) accounting terms not otherwise
defined herein, and accounting terms partly defined herein to the extent not defined, shall have the respective meanings given to them under, and shall be construed in accordance with, GAAP; (b) terms used in Article 9 of the UCC in the State
of New York, and not specifically defined herein, are used herein as defined in such Article 9; (c) references to any amount as on deposit or outstanding on any particular date means such amount at the close of business on such day;
(d) the words “hereof,” “herein” and “hereunder” and words of similar 







 
import refer to this Agreement (or the certificate or other document in which they are used) as a whole and not to any particular provision of this Agreement (or such certificate or document);
(e) references to any Section, Schedule or Exhibit are references to Sections, Schedules and Exhibits in or to this Agreement (or the certificate or other document in which the reference is made) and references to any paragraph, subsection,
clause or other subdivision within any Section or definition refer to such paragraph, subsection, clause or other subdivision of such Section or definition; (f) the term “including” means “including without limitation”;
(g) references to any law or regulation refer to that law or regulation as amended from time to time and include any successor law or regulation; (h) references to any agreement refer to that agreement as from time to time amended or
supplemented or as the terms of such agreement are waived or modified in accordance with its terms; (i) references to any Person include that Person’s successors and assigns; and (j) headings are for purposes of reference only and
shall not otherwise affect the meaning or interpretation of any provision hereof. 
 SECTION 1.3 Computation of Time Periods. Unless
otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including”, the words “to” and “until” each means
“to but excluding”, and the word “within” means “from and excluding a specified date and to and including a later specified date.” 

ARTICLE II 
 SALE AND
PURCHASE OF RECEIVABLES 
 SECTION 2.1 Selection, Sale and Contribution of Receivables and other Sold Assets. On the terms and
subject to the conditions set forth herein, the Originator does hereby sell, transfer, assign, set over and otherwise convey to the Depositor, without recourse (subject to the Originator’s obligations set forth herein) and the Depositor hereby
purchases, all right, title and interest of the Originator in and to the Sold Assets, whether now owned or existing or hereafter acquired or arising as follows: 

(a) The Pool Receivables sold and/or contributed pursuant to this Agreement will be Eligible Receivables as of the Closing Date. The
Originator will insure that no such Eligible Receivable shall be subject to any adverse selection which could reasonably be expected to be unfavorable to the Depositor, the Issuer or the Indenture Trustee. 

(b) The transfer of the Sold Assets pursuant to this Agreement shall be effective as of the Closing Date. On the Closing Date, the Originator
will mark its computer files relating to such Sold Assets, together with its other related books and records, with a notification indicating that such Sold Assets have been sold or contributed, as the case may be, to the Depositor and are no longer
assets of the Originator. 
 (c) The Related Security and any proceeds relating to any Pool Receivable which are received after the Cut-Off
Date shall be sold or contributed at the same time as such Pool Receivable is sold or contributed hereunder, whether the applicable Related Security and proceeds exist at such time or arise or are acquired thereafter. 

  
 2 








 SECTION 2.2 Intent of the Parties; Grant of Security Interest. 

(a) The Originator and the Depositor intend the transaction hereunder to be a true sale and contribution of the Sold Assets by the Originator
to the Depositor for all purposes, providing the Depositor and its transferees with the full risks and benefits of ownership of the Sold Assets (such that the Sold Assets would not be property of the Originator’s estate in the event of the
Originator’s bankruptcy). 
 (b) If, notwithstanding the intent of the parties or any other provision hereof, the Sold Assets conveyed
hereunder are construed to constitute property of the Originator or such conveyance is not treated as a sale by the Originator to the Depositor for all purposes, then this Agreement also is intended by the parties to be, and hereby is, a security
agreement within the meaning of the UCC; and the conveyance by the Originator provided for in this Agreement shall be treated as the Grant of, and the Originator hereby Grants, to the Depositor a security interest in, to and under all of the
Originator’s right, title and interest in, to and under all the Sold Assets and all proceeds relating thereto, to secure the payment and performance of the Originator’s obligations under this Agreement and the other Transaction Documents
or as may be determined in connection therewith by Applicable Law. Except with respect to Equipment with an aggregate invoiced cost of $25,000 or less, the Originator shall take such actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in, and not to constitute a sale of, the Sold Assets, such security interest would be deemed to be a perfected first priority security interest in favor of the Depositor (and its assignee) under Applicable Law
and shall be maintained as such throughout the term of this Agreement. 
 (c) The Originator acknowledges that the Depositor will, pursuant
to the Sale and Servicing Agreement sell or contribute the Sold Assets and its rights under this Agreement to the Issuer and the Issuer will, pursuant to the Indenture, assign and pledge the Sold Assets and its rights under this Agreement and
certain other property and rights to the Indenture Trustee for the benefit of the Noteholders. The Originator consents to such, sale, assignment and pledge. 

SECTION 2.3 No Recourse. Except as specifically provided in this Agreement, the purchase and sale of the Sold Assets under this
Agreement shall be without recourse to the Originator. 
 ARTICLE III 

CONSIDERATION AND PAYMENT 

SECTION 3.1 Purchase Price. The purchase price for each Sold Asset shall be not less than fair market value of such Sold Asset. The
Depositor shall pay the Originator the purchase price with respect to each Receivable and the Related Security by transfer of funds, to the extent that the Depositor has received funds available for that purpose pursuant to the Sale and Servicing
Agreement. If the Depositor did not receive sufficient funds to pay the purchase price for any Sold Assets, the remaining Sold Assets, to the extent the purchase price therefor is not paid in full, shall be deemed to have been transferred by the
Originator to the Depositor as a capital contribution, in return for an increase in the value of the equity interest of the Depositor held by the Originator. 

SECTION 3.2 Substitution of Receivables. The Originator may substitute a Pool Receivable with a new Receivable pursuant to
Section 3.3 of the Sale and Servicing Agreement. 

  
 3 








 ARTICLE IV 

ADMINISTRATION 
 SECTION
4.1 Breach of Representations. If any of the representations or warranties of the Originator set forth in Section 5.2(II) was untrue as of the Closing Date with respect to any Pool Receivable which materially and adversely affects the
interests of the Issuer and the Noteholders in such Pool Receivable, the Originator shall pay to the Issuer, on behalf of the Depositor, in immediately available funds an amount equal to the entire Repurchase Price of such Pool Receivable as
provided in Section 5.4. 
 SECTION 4.2 Actions Evidencing Purchases. 

(a) Except with respect to Equipment with an aggregate invoiced cost of $25,000 or less, the Originator agrees that from time to time, at its
expense, it shall promptly execute and deliver all further instruments and documents, and take all further action that the Depositor, its assignee or transferee may reasonably request in order to perfect, protect or more fully evidence the purchases
hereunder. Without limiting the generality of the foregoing and in addition to the requirements of Section 2.2(b), the Originator shall, upon the request of the Depositor, its assignee or transferee execute and file such financing or
continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate. 

(b) The Originator hereby authorizes the Depositor or its assignee to file one or more financing or continuation statements, and amendments
thereto and assignments thereof, relative to all the Sold Assets now existing or hereafter arising in the name of the Originator. 
 SECTION
4.3 Power of Attorney. 
 (a) The Originator hereby irrevocably appoints the Depositor and its assigns as its attorney-in-fact with
right of substitution so that the Depositor and its assigns or any Person designated by the Depositor or its assigns shall be authorized, without need of further authorization from the Originator to take any action and to execute any instrument that
the Depositor or its assigns (or such designee) may be directed to take or may be necessary or advisable to accomplish the transfer of the Sold Assets pursuant to this Agreement, including to ask, demand, collect, sue for, recover, compromise,
receive and give acquittance and receipts for moneys due and to become due under or in connection with the Sold Assets, to receive, endorse and collect any drafts or other documents in connection therewith, and to file any claims or take any action
or institute any proceedings that the Depositor or its assigns (or such designee) may deem to be necessary or desirable for the collection thereof or to enforce compliance with the terms and conditions of, or to perform any obligations or enforce
any rights of the Originator in respect of, the Sold Assets. 
 (b) The Originator hereby confirms and ratifies any and all actions taken by
the Depositor or its assigns or any other Person empowered by the Depositor or its assigns as such Person’s attorney-in-fact pursuant to the powers granted hereunder. 

(c) This special power of attorney shall be deemed coupled with an interest and cannot be revoked by the Originator until the Notes are
finally and fully paid and performed; it 

  
 4 








 
being understood and agreed that assignees of the Depositor, other than the Servicer, shall not exercise the powers granted under this Section 4.3 except during the existence of a Default or
Event of Default. 
 ARTICLE V 

REPRESENTATIONS AND WARRANTIES 

SECTION 5.1 Mutual Representations and Warranties. Each of the Originator (for the benefit of the Depositor and its assignees) and the
Depositor represents and warrants to the other that on the Closing Date and on the date of the execution and delivery of this Agreement: 

(a) Corporate Existence and Power. It (i) is a corporation (with respect to the Originator) or a limited liability company
(with respect to the Depositor) duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization as specified in the preamble herein, (ii) is not organized under the Laws of any other jurisdiction or
governmental authority, (iii) has all corporate or limited liability company power and all licenses, authorizations, consents and approvals of all Official Bodies required to own or lease its properties and to carry on its business in each
jurisdiction in which its business is now and proposed to be conducted (except where the failure to have any such licenses, authorizations, consents and approvals would not individually or in the aggregate have a Material Adverse Effect) and
(iv) is duly qualified to do business in, and is in good standing in, every other jurisdiction in which the nature of its business or ownership or lease of its properties requires it to be so qualified, except where the failure to be so
qualified or in good standing would not have a Material Adverse Effect. 
 (b) Due Authorization; Contravention. The execution,
delivery and performance by it of this Agreement and the other Transaction Documents to which it is a party (i) are within its corporate or limited liability company powers, (ii) have been duly authorized by all necessary corporate,
shareholder, or limited liability company action, as the case may be, (iii) require no action by or in respect of, or filing with, any Official Body or official thereof (except as contemplated by Section 4.2), (iv) do not contravene,
conflict with or constitute a default under (A) its organizational documents, (B) any Law applicable to it, (C) any material contractual restriction binding on or affecting it or its property or (D) any order, writ, judgment,
award, injunction, decree or other instrument binding on or affecting it or its property, and (v) will not result in the creation or imposition of any Lien (other than Permitted Liens created under the Transaction Documents) upon or with
respect to its property, except as contemplated hereby and by the Transaction Documents, which could reasonably be expected to have a Material Adverse Effect. 

(c) Binding Effect. Each of this Agreement and the other Transaction Documents to which it is a party has been duly executed and
delivered and, upon payment of the purchase price as set forth herein, shall constitute the legal, valid and binding obligation of it, enforceable against it in accordance with the respective terms of such agreement, subject to applicable
bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally and to general principles of equity; regardless of whether such enforceability is considered in a proceeding in equity or at law. 

  
 5 








 SECTION 5.2 The Originator’s Additional Representations and Warranties. The
Originator represents and warrants to the Depositor as of the Closing Date and on the date of the execution and delivery of this Agreement, on which the Depositor is relying on in acquiring the Pool Receivables and which will survive the sale of the
Pool Receivables to the Depositor, the sale of the Pool Receivables to the Issuer pursuant to the Sale and Servicing Agreement and pledge thereof to the Indenture Trustee pursuant to the Indenture: 

(I) General Representations 

(a) Accuracy of Information. All written information heretofore furnished by the Originator to the Depositor (or its assignee) in
connection with this Agreement or any transaction contemplated hereby is true, complete and accurate in every material respect, on the date such information is stated or certified, and such information shall not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not materially misleading. 

(b) Tax Status; Sale Treatment. The Originator (i) has filed all tax returns (federal, state and local) required to be filed,
(ii) has paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (except for taxes, assessments or other governmental charges that are being contested in good faith by the Originator through
appropriate proceedings and with respect to which adequate reserves have been maintained in accordance with GAAP), and (iii) will not account for the sale of the Sold Assets pursuant to this Agreement other than as a sale by the Originator to
the Depositor (except to the extent otherwise required for United States federal income tax purposes under the Internal Revenue Code or by the application of consolidated financial reporting principles under GAAP). No tax lien has been filed and to
the Originator’s knowledge, no tax lien claim is being asserted against any of its properties which could reasonably be expected to have a Material Adverse Effect. 

(c) Action, Suits. The Originator is not in violation of any order of any Official Body or arbitrator. There are no actions, suits,
litigation, investigations or proceedings pending, or to the knowledge of the Originator threatened, against or affecting the Originator or any Affiliate of the Originator or their respective properties, in or before any Official Body or arbitrator
which could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 
 (d) Use of Proceeds. No
proceeds of any sale or contribution hereunder shall be used by the Originator (i) to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended, (ii) to acquire any
equity security of a class which is registered pursuant to Section 12 of such act or (iii) for any other purpose that violates applicable Law, including Regulations T, U or X of the Federal Reserve Board. 

(e) Principal Place of Business; Chief Executive Office; Location of Records. The Originator is a corporation duly organized under the
laws of the state of Delaware. The principal place of business and chief executive office of the Originator and the offices where the Originator keeps all its Records relating to the Pool Receivables, are located at the address(es) described on
Schedule 3 or such other locations notified to the Depositor in accordance with the terms of this Agreement. 

  
 6 








 (f) Subsidiaries; Tradenames, Etc. (i) As of the Closing Date, the Originator has
only the Subsidiaries and divisions listed on Schedule 2 (which Schedule may be updated from time to time by notice from the Originator to the Depositor), and (ii) the Originator has, within the last five (5) years, operated only under the
tradenames identified on Schedule 2, and, within the last five (5) years, has not changed its name other than the tradenames identified on Schedule 2, merged with or into or consolidated with any other Person or been the subject of any
proceeding under the Bankruptcy Code. Schedule 2 also lists the correct Federal Employer Identification Number of the Originator. 
 (g)
Not an Investment Company. The Originator is not, and is not controlled by, an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or is exempt from all provisions of such act. 

(h) ERISA. Neither the Originator nor any ERISA Affiliate (i) maintains any “pension plan” (as defined in
Section 3(2) of ERISA) or (ii) contributes to any “multiemployer plan” (as defined in Sections 3(37) and 4001(a)(3) of ERISA). 

(i) Lock-Box Accounts. All Obligors in respect of Pool Receivables sold or contributed hereunder have been instructed as of the Closing
Date to make payment to a Lock-Box Account. The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts at the Lock-Box Banks, are specified on Schedule 4, as updated by the Originator from time to
time by notice from the Originator to the Depositor. The Originator shall at all times have the ability to identify and segregate, in accordance with the terms of the Lock-Box Intercreditor Agreement, all of the Collections from other funds on
deposit in the Lock-Box Account and cause the same to be deposited into the Collection Account within five (5) Business Days after receipt of such Collections. 

(j) Bulk Sales. No transaction contemplated hereby requires compliance with any bulk sales act or similar law. 

(k) Nonconsolidation. The Originator has taken and will continue to take all actions required to maintain the Depositor’s status
as a separate legal entity, including, without limitation, (i) not holding the Depositor out to third parties as other than an entity with assets and liabilities distinct from the Originator and the Originator’s other Subsidiaries;
(ii) other than by reason of owning the membership interest of the Depositor, not holding itself out to be responsible for any decisions or actions relating to the Depositor (except for decisions or actions as a member); (iii) preparing
unaudited separate financial statements for the Depositor (which may be consolidated with the Originator); (iv) taking such other actions as are necessary on its part to ensure that all procedures required by its and the Depositor’s
certificate of formation and limited liability company agreement, respectively, are duly and validly taken; (v) keeping correct and complete records and books of account and minutes; and (vi) not acting in any manner that could foreseeably
materially mislead others with respect to the Depositor’s separate identity. In addition to the foregoing, the Originator has taken and will continue to take all necessary actions so that: 

(A) the Originator shall maintain corporate records and books of account and corporate minutes separate from those of the
Depositor; 

  
 7 








 (B) the Originator shall maintain an arm’s-length relationship with the
Depositor and shall not hold itself out as being liable for any Indebtedness of the Depositor (other than certain indemnification obligations of the Depositor provided herein); 

(C) the Originator shall keep its assets and its liabilities wholly separate from those of the Depositor (except with
respect to any commingled Collections to the extent permitted under this Agreement, the Sale and Servicing Agreement or the Indenture); 

(D) the Originator shall at all times limit its transactions with the Depositor only to those expressly permitted
hereunder or under any other Transaction Document; and 
 (E) the Originator shall comply with (and cause to be true and
correct) each of the facts and assumptions relating to the Originator contained in the opinion of Katten Muchin Rosenman LLP delivered pursuant to the terms of the Transaction Documents. 

(l) Preference; Voidability. The Depositor shall have given reasonably equivalent value to the Originator in consideration for the sale
to the Depositor of the Sold Assets from the Originator, and such sale shall not have been made for or on account of an antecedent debt owed by the Originator to the Depositor and no such sale is or may be voidable under any section of the
Bankruptcy Code. 
 (m) Compliance with Law. The Originator has complied with all Applicable Laws to which it may be subject,
(including, without limitation, laws, rules and regulations relating to truth in lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) except where the failure to comply would not
have a Material Adverse Effect. 
 (n) Representations and Warranties in other Transaction Documents. Each of the representations and
warranties made by the Originator contained in the Transaction Documents (other than this Agreement) is true, complete and correct in all respects and it hereby makes each such representation and warranty to, and for the benefit of, the Depositor as
if the same were set forth in full herein. 
 (o) Solvency. The Originator was not insolvent at the time of, and did not become
insolvent as a result of, the transfer of the Sold Assets to the Depositor as contemplated hereunder. 
 (p) Schedule of Pool
Receivables. The schedule of Pool Receivables listed on Schedule 1 hereto is true and correct as of the date hereof. 
 (II)
Representations With Respect to the Pool Receivables. 

  
 8 








 (a) Good Title; Perfection. 

(i) Immediately preceding the sale or contribution hereunder, the Originator held good, indefeasible and marketable title to,
was the sole owner of all of the Sold Assets, free and clear of all Liens (other than any Permitted Liens). This Agreement constitutes a valid sale, transfer and assignment of the Sold Assets to the Depositor from the Originator and, upon the
purchase or contribution, as the case may be, hereunder the Depositor shall acquire a valid, enforceable and perfected ownership interest in the Sold Assets free and clear of any Lien (other than any Permitted Liens and Equipment with an aggregate
invoiced cost of $25,000 or less). 
 (ii) Notwithstanding the immediately preceding sentence, if the conveyance by the
Originator to the Depositor of the Sold Assets hereunder were construed not to be a sale or contribution, this Agreement creates a valid security interest in favor of the Depositor (and its assignee) in the Sold Assets consisting of all the Pool
Receivables sold hereunder, the Related Security, the related Equipment and the proceeds relating thereto, free and clear of all Liens (other than Permitted Liens) (provided, however, that no representation is made herein with respect to creation or
perfection of any security interest in goods or other assets pledged by an Obligor other than Equipment with an aggregate invoiced cost of more than $25,000); all financing statements and other documents required to be recorded or filed in order to
perfect the security interest of the Depositor in the Sold Assets have been filed, and the Depositor (and its assignee) has, subject to Permitted Liens, a perfected first priority security interest in all the Sold Assets sold hereunder, and the
proceeds relating thereto, free and clear of all Liens (other than the Permitted Liens). 
 (b) Nature of Pool Receivables. Each Pool
Receivable will be an Eligible Receivable as of the Closing Date. As of the Closing Date, (i) the Originator has no knowledge of any fact that would cause it or should have caused it to expect any payments on such Pool Receivable will not be
paid in full when due or that is reasonably likely to cause or result in any Material Adverse Effect on the Issuer or the Noteholders in respect of such Pool Receivable and (ii) to the extent that the first Scheduled Payment of a Pool
Receivable is due on or after the Cut-Off Date, the first Scheduled Payment of such Pool Receivable is not more than 31 days late. In the event of a prepayment of a Pool Receivable, there is no obligation to rebate money to the related Obligor. 

(c) Perfection Representations. The Originator is the sole owner of all of the Pool Receivables sold hereunder listed in
Schedule 1 free and clear of all Liens (other than Permitted Liens). The Originator further represents: 
 (i)
General. 
 (A) The Pool Receivables sold hereunder constitute “accounts,” “instruments,”
“general intangibles,” or “tangible chattel paper” within the meaning of the UCC. 

  
 9 








 (B) The Originator has taken all steps or commenced procedures necessary in each
jurisdiction in which the Pool Receivables were originated to perfect its security interest against the Obligors in the Equipment securing the Pool Receivables sold hereunder; provided, however, that the security interest in Equipment
with an aggregate invoiced cost of $25,000 or less may not be perfected. 
 (C) The Originator has received all consents and
approvals required by the terms of the Pool Receivables to the sale or contribution to, or pledge of a security interest in the Pool Receivables to, the Depositor. 

(ii) Creation. The Originator owns and has good and marketable title to the Sold Assets immediately prior to the sale or
contribution or pledge thereof in accordance with the terms of this Agreement free and clear of any Lien, claim or encumbrance of any Person, excepting other Permitted Liens and liens for taxes, assessments or similar governmental charges or levies
that are not yet due and payable or as to which any applicable grace period shall not have expired, or that are being contested in good faith by proper proceedings and for which adequate reserves have been established, but only so long as
foreclosure with respect to such a Lien is not imminent and the use and value of the property to which the Lien attaches is not impaired during the pendency of such proceeding. 

(iii) Perfection. The Originator has caused or commenced procedures for the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the sale and/or contribution of the Sold Assets from the Originator to the Depositor; provided, however, that the security
interest in Equipment with an aggregate invoiced cost of $25,000 or less may not be perfected. 
 (iv) Priority. 

(A) Other than the transfer of the Sold Assets to the Depositor hereunder, the Originator has not pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the Sold Assets. The Originator has not authorized the filing of, nor is aware of any financing statements against the Originator that include a description of collateral covering the Sold
Assets transferred hereunder other than any financing statement relating to the transfer of the Sold Assets hereunder or that has been or is being terminated in connection with the execution of this Agreement. The Originator is not aware of any
judgment or tax lien filings against it. 
 (B) With respect to Sold Assets which constitute “tangible chattel
paper” or “instruments” within the meaning of the UCC, the Originator has delivered to the Custodian all original copies of the instruments that constitute or evidence the Sold Assets transferred hereunder. The Contracts and
instruments that constitute or evidence the Sold Assets do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Depositor. 

  
 10 








 (v) Survival of Perfection Representations. Notwithstanding any other
provision of this Agreement or any other Transaction Document, the perfection representations contained in this Section 5.2(II)(c) shall be continuing, and remain in full force and effect until the occurrence of the Final Payment Date. 

(vi) No Waiver. The Originator (A) shall not, without obtaining the prior written consent of the Indenture Trustee
waive any of these perfection representations; (B) shall provide the Depositor, the Issuer and the Indenture Trustee with prompt written notice of any breach of these perfection representations, and (C) shall not, without obtaining the
prior written consent of the Depositor, the Issuer and the Indenture Trustee (acting at the direction of the Noteholders) waive a breach of any of these perfection representations. 

SECTION 5.3 Notice of Breach. Upon discovery by the Originator of a breach of any of the foregoing representations and warranties, the
Originator shall give prompt written notice to the Depositor and the Indenture Trustee of such discovery; provided, however, that failure of the Originator to give such notice shall not relieve the Originator of liability for such
breach. 
 SECTION 5.4 Repurchases. 

(a) If a Responsible Officer of the Originator has actual knowledge, or receives written notice, of a breach of the representations or
warranties made by the Originator pursuant to Sections 5.2(II) with respect to any Pool Receivable that materially and adversely affects the interests of the Issuer or the Noteholders in such Pool Receivable and such breach has not been cured in all
material respects by the last day of the second full Collection Period (or, at the Originator’s option, the first full Collection Period) after the Responsible Officer obtains actual knowledge or is notified of such breach, the Originator will
repurchase such Pool Receivable from the Depositor by remitting (or causing to be remitted) an amount equal to the Repurchase Amount for such Receivable to the Collection Account on the Business Day preceding the Payment Date after such Collection
Period. 
 (b) The sole remedy for a breach of the representations and warranties of the Originator contained in Section 5.2(II) is to
require the Originator to repurchase such materially and adversely affected Pool Receivable. None of the Servicer, the Owner Trustee, the Indenture Trustee or the Depositor will have any duty to conduct an investigation as to the occurrence of any
condition requiring the repurchase of any Receivable pursuant to this Section 5.4. 
 (c) When the Repurchase Amount is included in
Available Amounts for a Payment Date, the Depositor will without further action, be deemed to have sold and assigned to the Originator as of the last day of the second preceding Collection Period all of the Depositor’s right, title and interest
in and to the Pool Receivable repurchased by the Originator pursuant to Section 5.4(a) and security and documents relating to such Pool Receivable. Such sale will not require any action by the Depositor and will be without recourse,
representation or warranty by the Depositor except the representation that the Depositor owns such Pool Receivable free and clear of any Liens other than Permitted Lien. Upon such sale, the Servicer will mark its computer records to indicate that
such Receivable is no longer a Pool Receivable and take any action necessary or appropriate to evidence the sale of such Receivable, free from any Lien of the Depositor, the Issuer or the Indenture Trustee. 

  
 11 








 ARTICLE VI 

AFFIRMATIVE COVENANTS 

SECTION 6.1 Affirmative Covenants of the Depositor. At all times from the Closing Date to and including the Final Payment Date, the
Depositor agrees solely as to itself that it will not take any action that is inconsistent with the terms of this Agreement or the Sale and Servicing Agreement. 

SECTION 6.2 Affirmative Covenants of the Originator. At all times prior to the Final Payment Date, the Originator, for the benefit of
the Depositor and its assignees, shall do each of the following: 
 (a) Conduct of Business; Ownership. The Originator shall carry on
and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted and do all things necessary to remain duly organized, validly existing and in good standing as a domestic
organization in its jurisdiction of organization and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted except where failure to so comply would not have a Material Adverse Effect. The
Depositor shall at all times be a wholly-owned Subsidiary of the Originator; 
 (b) Compliance with Laws, Etc. The Originator shall
comply with all Laws to which it or its properties may be subject and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges except where failure to so comply, preserve or maintain would not have a Material
Adverse Effect; 
 (c) Inspection of Records. The Originator shall at any time during regular business hours, upon reasonable notice,
as requested, permit the Depositor or its appointees (including, without limitation, the Issuer or the Indenture Trustee on behalf of the Noteholders, and its appointees and designees) to (i) examine and make copies of and take abstracts from
all books, records and documents (including computer tapes and disks) relating to the Pool Receivables or other Collateral or (ii) visit the offices and properties of the Issuer for the purpose of examining such materials described in clause
(i), and to discuss matters relating to the Collateral or the Originator’s performance hereunder, under the Pool Receivables and under the other Transaction Documents to which such Person is a party with any of the officers, directors, or in
the presence of an officer, employees or independent public accountants, of the Issuer, having knowledge of such matters. Prior to the occurrence of an Event of Default, such audits shall be limited to one audit per calendar year and all expenses
related to such audit shall be borne by the party conducting the audit. 
 (d) Notice of the Depositor’s and Indenture
Trustee’s Interest. In the event that the Originator sells or otherwise transfers any interest in accounts receivable or any other financial assets (other than as contemplated by the Transaction Documents), any computer tapes or files or
other documents or instruments provided by the Originator in connection with any such sale or transfer shall, to the extent that such computer tapes, files or other documents or instruments contain any references to the Sold Assets, disclose the
Depositor’s ownership of the Sold Assets and the Indenture Trustee’s security interest therein; 

  
 12 








 (e) Sale Treatment. The Originator shall not account for, or otherwise treat, the
transactions contemplated herein in any manner other than as a sale of the Sold Assets by the Originator to the Depositor (except to the extent otherwise required (i) for United States federal income tax purposes under the Internal Revenue Code
or (ii) by the application of consolidated financial reporting principles under GAAP); 
 (f) Protection of Security Interest of the
Depositor and the Indenture Trustee. The Originator agrees that it shall, from time to time, at its expense, promptly execute and deliver all instruments and documents and take all actions as may be necessary or as the Depositor may reasonably
request in order to perfect or protect the Depositor’s security interest in the Sold Assets (other than Equipment with an aggregate invoiced cost of $25,000 or less) or to enable the Depositor to exercise or enforce any of its rights hereunder.
Without limiting the foregoing, the Originator shall, upon the request of the Depositor (i) execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and filed
pursuant hereto) with respect to Equipment having an aggregate invoiced cost greater than $25,000 and (ii) mark its respective master data processing records and other documents with a legend describing the security interest granted to the
Depositor in the Sold Assets. Without limiting the foregoing, the Originator may in its discretion execute and file such financing or continuation statements or amendments thereto or assignments thereof (as otherwise permitted to be executed and
filed pursuant hereto) with respect to Equipment having an aggregate invoiced cost of $25,000 or less. To the fullest extent permitted by Applicable Law, the Depositor (or its assignee or the Indenture Trustee) shall be permitted to sign and file
continuation statements and amendments thereto and assignments thereof without the Originator’s signature. Carbon, photographic or other reproduction of this Agreement or any financing statement shall be sufficient as a financing statement;

 (g) Taxes. The Originator will file all tax returns and reports required by law to be filed by it and will promptly pay all taxes
and governmental charges at any time owing by it (other than any amount of tax the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided
on the books of such Person); 
 (h) Insurance. The Originator will, or will cause the Servicer to, cause the related Obligors
to maintain the following types of insurance: with respect to a Pool Receivable that is a lease, liability and property damage and with respect to a Pool Receivable that is a loan, property damage on the Equipment in accordance commensurate with
insurance maintained by companies engaged in similar lines of business; 
 (i) Collections Received. The Originator shall hold in
trust and deposit immediately, but in any event not later than two (2) Business Days of its receipt thereof, all Collections from time to time received by it into the Lock-Box Account, or if so required by the Sale and Servicing Agreement or
the Indenture, to the Collection Account; 

  
 13 








 (j) Custodian File. By the Closing Date or ten Business Days following any related
Substitution Date, the Originator, or the Servicer on its behalf, shall cause to be delivered to the Custodian an accurate and complete Custodian File for each Receivable which was sold or substituted, as applicable, on the Closing Date or
Substitution Date. Each Custodian File shall be clearly marked with a Contract number, which shall be used by the Issuer and the Indenture Trustee to identify such Contract. 

(k) Deposits to Collection Account. The Originator shall not deposit or otherwise credit, or cause or permit to be so deposited or
credited, to the Collection Account cash or cash proceeds other than Collections, Servicer Advances, Servicer Charges and Excluded Amounts (or misdirected funds, which shall be removed as soon as practicable) in respect of the Pool Receivables; 

(l) Keeping of Records and Books of Account. The Originator shall maintain and implement administrative and operating procedures
(including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain, all documents, books, computer tapes, disks, records and other information
reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of substantially all new Receivables and all Collections of and adjustments to each existing Receivable); 

(m) Performance and Compliance with Receivables and Contracts and Credit and Collection Policy. The Originator shall, at its own
expense, timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables; and shall timely and fully comply in all material respects with the
Credit and Collection Policy in regard to each Receivable and the related Contract; and 
 (n) Instructions to the Obligors. The
Originator shall instruct all Obligors to cause all Collections to be deposited directly to the Lock-Box Account or to post office boxes to which only the Lock-Box Bank has access and shall cause all items and amounts relating to such Collections
received in such post office boxes to be removed by the Lock-Box Bank and deposited into the Lock-Box Account on a daily basis. 
 SECTION
6.3 Negative Covenants of the Originator 
 At all times from the Closing Date to and including the Final Payment Date: 

(a) No Sales, Liens, Etc. Except as otherwise provided herein and in the other Transaction Documents, the Originator shall not sell,
assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien (other than Permitted Liens) (or the filing of any financing statement) upon or with respect to (i) any of the Sold Assets, or
(ii) any inventory or goods (including the Equipment), the sale or lease of which gave rise to a Pool Receivable, or assign any right to receive income in respect thereof or (iii) any account which concentrates in a Lock-Box Account to
which any Collections of any Pool Receivable are sent (except for any right of a Lock-Box Bank with respect to a Lock-Box Account as permitted under the Transaction Documents). 

  
 14 








 (b) No Subsidiaries, Mergers, Etc. If after giving effect thereto, there would exist an
Event of Default, the Originator shall not consolidate or merge with or into, or sell, lease or transfer all or substantially all of its assets to, any other Person or dissolve or terminate. 

(c) Change of Name, Etc. The Originator shall not change its name, identity, jurisdiction of formation or structure (including through
a merger) or the location of its chief executive office or make any other change which, in the case of the foregoing, could cause any UCC financing statement filed in connection with this Agreement or any other Transaction Document to become
“seriously misleading” under the UCC or change its jurisdiction of organization, unless at least thirty (30) days prior to the effective date of any such change the Originator delivers to the Depositor, the Issuer and the Indenture
Trustee such documents, instruments or agreements, executed by the Originator as are necessary to reflect such change and to continue the perfection of the Depositor’s, the Issuer’s and the Indenture Trustee’s ownership interests or
security interests in the Sold Assets. The Originator will not become or seek to become organized under the laws of more than one jurisdiction. 

ARTICLE VII 

INDEMNIFICATION 
 SECTION
7.1 Indemnification by the Originator. Without limiting any other rights which the Originator Indemnified Parties may have hereunder or under Applicable Law, the Originator hereby agrees to indemnify the Depositor and its successors,
transferees and assigns (including the Noteholders and the Indenture Trustee) and all officers, directors, shareholders, controlling persons, employees, counsel and other agents of any of the foregoing (collectively, the “Originator
Indemnified Parties”) from and against any and all damages, losses, claims, liabilities, costs and expenses, including reasonable attorneys’ fees (which such attorneys may be employees of any Originator Indemnified Party) and
disbursements (all of the foregoing being collectively referred to as “Originator Indemnities”) awarded against or incurred by any of the Originator Indemnified Parties in any action or proceeding between the Originator and any of
the Originator Indemnified Parties or between any of the Originator Indemnified Parties and any third party relating to or resulting from the following: 

(a) any representation or warranty made by the Originator or any officers of the Originator under or in connection with this Agreement, any of
the other Transaction Documents, or any other information or report delivered by the Originator or any officers of the Originator pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made; 

(b) the failure by the Originator to comply with any Applicable Law with respect to any Pool Receivable or the related Contract, or the
nonconformity of any Sold Asset or the related Contract with any such Applicable Law; 
 (c) the failure to vest and maintain vested in the
Depositor a valid perfected first priority ownership interest in favor of the Depositor in the Sold Assets free and clear of any Lien (other than Permitted Liens and Equipment with an aggregate invoiced cost of $25,000 or less); or in the event that
the conveyance by the Originator to the Depositor of the Sold Assets hereunder was construed not to be a sale, the failure to Grant to the Depositor (and its assignee) a valid perfected first priority security interest in the Sold Assets, free and
clear of all Liens (other than the Permitted Liens); 

  
 15 








 (d) the failure to file, or any delay in filing, financing statements, continuation statements,
or other similar instruments or documents required to be filed by the Originator under the UCC of any applicable jurisdiction or other applicable laws with respect to any of the Sold Assets (other than Equipment with an aggregate invoiced cost of
$25,000 or less); 
 (e) any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Pool
Receivable (including a defense based on such Pool Receivable or the related Contract not being the legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms) arising as a result of a breach by the
Originator of its obligations under the Receivables; 
 (f) any products liability claim or personal injury or property damage suit or other
similar or related claim or action of whatever sort arising out of or in connection with merchandise or services relating to or which are the subject of any Pool Receivable or related Contract; 

(g) the transfer to the Depositor of an interest in any Pool Receivable other than an Eligible Receivable (as of the Closing Date) for which
the Depositor has not received a Repurchase Amount from the Originator; 
 (h) the failure by the Originator to comply with any term,
provision or covenant applicable to the Originator contained in this Agreement or any of the other Transaction Documents to which it is a party or to perform any of its duties or obligations under the Pool Receivables or related Contracts; 

(i) the use of proceeds of purchases by the Originator, or the ownership of the Sold Assets; 

(j) any commingling by the Originator of Collections of Pool Receivables at any time with other funds; 

(k) failure of any Lock-Box Bank, the Intercreditor Master Agent, or the Originator to remit any Collections held in the Lock-Box Account or
any related lock-boxes or to the Collection Account, whether by reason of the exercise of set-off rights or otherwise; or 
 (l) any
inability to obtain any judgment in or utilize the court or other adjudication system of, any state in which an Obligor may be located as a result of the failure of the Originator to qualify to do business or file any notice of business activity
report or any similar report; 
 excluding, however, (i) Originator Indemnities to the extent resulting from gross
negligence or willful misconduct on the part of such Originator Indemnified Party or (ii) recourse (except as otherwise specifically provided in this Agreement or the Sale and Servicing Agreement) for uncollectible Pool Receivables arising out
of any credit default of an Obligor. 

  
 16 








 ARTICLE VIII 

MISCELLANEOUS PROVISIONS 

SECTION 8.1 Waivers; Amendments. 

(a) Any term or provision of this Agreement may be amended by the Depositor and the Originator without the consent of the Indenture Trustee,
any Noteholder, the Issuer or any other Person but with written notice to each Rating Agency subject to the satisfaction of one of the following conditions: 

(i) the Depositor delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely
affect the interests of the Noteholders; or 
 (ii) the Rating Agency Confirmation is received with respect to such amendment and the
Depositor notifies the Indenture Trustee in writing that the Rating Agency Confirmation has been received with respect to such amendment. 

(b) This Agreement may also be amended from time to time by the Depositor and the Originator, with the consent of the Majority Holders of
Notes and written notice to each Rating Agency, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders. 

(c) Any term or provision of this Agreement may also be amended from time to time by the Depositor and the Originator for the purpose of
conforming the terms of this Agreement to the description thereof in the Offering Memorandum without the consent of the Indenture Trustee, any Noteholder, the Issuer or any other Person, provided, however, that the Depositor shall provide written
notification of such amendment to the Indenture Trustee and each Rating Agency and promptly after execution of any such amendment, the Depositor shall furnish a copy of such amendment to the Indenture Trustee. 

SECTION 8.2 Notices. All communications and notices provided for hereunder shall be provided in the manner described in
Section 9.3 of the Sale and Servicing Agreement. 
 SECTION 8.3 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 

SECTION 8.4 Integration. This Agreement contains the final and complete integration of all prior expressions by the parties hereto with
respect to the subject matter hereof and shall constitute the entire Agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings. 

SECTION 8.5 Severability of Provisions. If any one or more of the provisions of this Agreement shall for any reason whatsoever be held
invalid, then such provisions shall be deemed severable from the remaining provisions of this Agreement and shall in no way affect the validity or enforceability of such other provisions. 

  
 17 








 SECTION 8.6 Counterparts; Facsimile Delivery. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. Delivery by facsimile or
other electronic transmission (i.e., “pdf” or “tif”) of an executed signature page of this Agreement shall be effective as delivery of an executed counterpart hereof. 

SECTION 8.7 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns and shall also inure to the benefit of the parties to the Sale and Servicing Agreement and the Indenture and their respective successors and assigns. The Originator may not assign its rights or obligations
hereunder. The Originator acknowledges that the Depositor’s rights under this Agreement may be assigned to the Issuer, pursuant to the Sale and Servicing Agreement, and by the Issuer to the Indenture Trustee pursuant to the Indenture, and
consents to such assignment and to the exercise of those rights directly by the Issuer and the Indenture Trustee on behalf of the Noteholders, to the extent permitted by the Sale and Servicing Agreement and the Indenture. 

SECTION 8.8 Costs, Expenses and Taxes. In addition to its obligations under Section 7.1, the Originator agrees to pay on demand
(a) all reasonable costs and expenses incurred by the Depositor and its assigns in connection with the enforcement of, or any actual or claimed breach by the Originator of, this Agreement, including the reasonable fees and expenses of counsel
to any of such Persons incurred in connection with any of the foregoing or in advising such Persons as to their respective rights and remedies under this Agreement in connection with any of the foregoing, and (b) all stamp and other taxes and
fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement. 
 SECTION 8.9
No Proceedings; Limited Recourse. The Originator covenants and agrees, for the benefit of the parties to the Sale and Servicing Agreement and the Indenture, that it shall not institute against the Depositor or the Issuer, or join any other
Person in instituting against the Depositor or the Issuer, any proceeding of a type referred to in the definition of “Event of Bankruptcy” (as defined in the Indenture) until two years and one day after the Final Payment Date. In addition,
all amounts payable by the Depositor to the Originator pursuant to this Agreement shall be payable solely from funds available for that purpose pursuant to Sections 4.5(a) and (b) of the Indenture. 

SECTION 8.10 Further Assurances. The Depositor and the Originator agree to do and perform, from time to time, any and all acts and to
execute any and all further instruments required or reasonably requested by the other party more fully to effect the purposes of this Agreement. 

[Remainder of Page Intentionally Left Blank] 

  
 18 








 IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Agreement as of the date first written above. 
  

					
	COMMERCIAL CREDIT GROUP INC.,
			as Originator
		
	By:		/s/ Roger Gebhart
		 	  

			Name:		Roger Gebhart
			Title:		Senior Vice President and Chief Financial Officer
	
	CCG RECEIVABLES IV, LLC,
			as Depositor
		
	By:		/s/ Roger Gebhart
		 	  

			Name:		Roger Gebhart
			Title:		Chief Financial Officer and Treasurer


 [Signature Page to Purchase Agreement] 







 SCHEDULE 1 

Schedule of Contracts 

[see attached] 

  
 S1-1 









											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	1106	 	205281001	 	39	 	1C09091305	 	2184	 	1T05311301
	1932	 	209281206	 	1546	 	1C09101301	 	2224	 	1T06051302
	1075	 	303311006	 	2515	 	1C09101304	 	2044	 	1T06111302
	1454	 	305251202	 	2527	 	1C09181301	 	2273	 	1T06111303
	1786	 	305311205	 	2101	 	1C09241301	 	2283	 	1T06191302
	760	 	306151201	 	2545	 	1C09271301	 	2295	 	1T06251301
	65	 	307301004	 	1190	 	1C10071301	 	1457	 	1T06281302
	173	 	309281203	 	1307	 	1C10171301	 	1710	 	1T07021301
	1100	 	311051002	 	1307	 	1C10171302	 	2313	 	1T07101301
	300299	 	1C01071401	 	300048	 	1C10221301	 	2309	 	1T07111301
	300426	 	1C02191401	 	1857	 	1C10241301	 	2184	 	1T07121301
	1726	 	1C02261401	 	1857	 	1C10241302	 	1988	 	1T07151301
	1149	 	1C04091301	 	300035	 	1C10301301	 	1481	 	1T07181301
	2179	 	1C04111301	 	300098	 	1C10301305	 	1623	 	1T07181302
	1767	 	1C04121301	 	300098	 	1C10301307	 	2180	 	1T07231301
	2064	 	1C04151301	 	300092	 	1C10311302	 	2333	 	1T07301303
	2022	 	1C04151302	 	18	 	1C10311303	 	589	 	1T08021301
	2187	 	1C04161301	 	2128	 	1C11011302	 	1951	 	1T08201301
	39	 	1C04221301	 	1644	 	1C11041301	 	2303	 	1T08201303
	2089	 	1C04221302	 	300118	 	1C11071301	 	2474	 	1T08271302
	2211	 	1C05021301	 	2257	 	1C11141301	 	2173	 	1T09031301
	1857	 	1C05161304	 	1507	 	1C11151301	 	2173	 	1T09031302
	1738	 	1C06031301	 	300155	 	1C11151302	 	2275	 	1T09041301
	1397	 	1C06071301	 	1750	 	1C11271201	 	1892	 	1T09041302
	2043	 	1C06261302	 	300185	 	1C12041301	 	2226	 	1T09041303
	1546	 	1C06271301	 	300190	 	1C12051301	 	2508	 	1T09091301
	2307	 	1C06281301	 	300191	 	1C12051302	 	2534	 	1T09201301
	2257	 	1C06281302	 	615	 	1C12061301	 	14	 	1T09231301
	916	 	1C07021301	 	300214	 	1C12161302	 	2284	 	1T09251301
	2319	 	1C07161301	 	300227	 	1T01141401	 	2552	 	1T09271301
	2322	 	1C07191302	 	1759	 	1T01281401	 	2240	 	1T10041301
	2101	 	1C07241301	 	1257	 	1T01291401	 	792	 	1T10111301
	1441	 	1C07291302	 	470	 	1T02111301	 	300020	 	1T10151301
	1499	 	1C08051301	 	300462	 	1T02261402	 	2280	 	1T10221301
	2237	 	1C08051302	 	2123	 	1T03291301	 	300046	 	1T10241302
	2457	 	1C08121301	 	2062	 	1T04171301	 	2239	 	1T10251301
	2463	 	1C08161301	 	1257	 	1T04251301	 	1645	 	1T10291301
	2467	 	1C08201301	 	722	 	1T04251302	 	300084	 	1T10311301
	2468	 	1C08211301	 	2184	 	1T04261302	 	2240	 	1T11051303
	2470	 	1C08221301	 	2184	 	1T05061301	 	2184	 	1T11061301
	1371	 	1C08271301	 	1892	 	1T05061302	 	300137	 	1T11141301
	1371	 	1C08271302	 	2224	 	1T05101301	 	300129	 	1T11141302
	2496	 	1C08301302	 	2173	 	1T05161301	 	2	 	1T11151301
	39	 	1C09091304	 	1257	 	1T05171301	 	300136	 	1T11181301


  
 S1-2 









											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	1751	 	1T11191301	 	1020	 	2W05211301	 	2504	 	2W09091303
	300156	 	1T11211301	 	1471	 	2W05231302	 	2511	 	2W09101301
	300166	 	1T11251301	 	1897	 	2W05281302	 	845	 	2W09111301
	300176	 	1T11251302	 	261	 	2W05291301	 	982	 	2W09111304
	2023	 	1T11261301	 	1849	 	2W05291304	 	2520	 	2W09161301
	300162	 	1T11261302	 	1616	 	2W05311301	 	883	 	2W09161302
	2117	 	1T12021301	 	2262	 	2W06031301	 	1762	 	2W09171301
	2226	 	1T12051301	 	2235	 	2W06041301	 	2136	 	2W09201303
	2284	 	1T12061301	 	896	 	2W06071303	 	783	 	2W09241302
	2184	 	1T12061302	 	294	 	2W06101301	 	1749	 	2W09271304
	300195	 	1T12091301	 	2277	 	2W06141301	 	2292	 	2W09301301
	300201	 	1T12101301	 	2287	 	2W06191301	 	896	 	2W09301302
	300200	 	1T12101302	 	2288	 	2W06201302	 	1591	 	2W09301306
	1988	 	1T12111301	 	2294	 	2W06241302	 	300029	 	2W10111301
	300205	 	1T12121301	 	1233	 	2W06261302	 	2516	 	2W10161301
	2024	 	1T12191301	 	1849	 	2W06271301	 	1301	 	2W10181301
	896	 	2W01131401	 	2298	 	2W06271302	 	646	 	2W10231303
	300375	 	2W01301403	 	2299	 	2W06271303	 	1931	 	2W10231304
	2096	 	2W02251302	 	1897	 	2W06271305	 	1931	 	2W10231305
	300497	 	2W02281402	 	2305	 	2W06281302	 	1931	 	2W10231306
	300506	 	2W03031401	 	1587	 	2W06281303	 	1682	 	2W10251301
	300502	 	2W03031402	 	1240	 	2W06281305	 	349	 	2W10251302
	300505	 	2W03031403	 	2308	 	2W06281308	 	1531	 	2W10251303
	598	 	2W03211301	 	2317	 	2W07121301	 	1427	 	2W10291302
	1346	 	2W03271302	 	2316	 	2W07121302	 	300091	 	2W10301302
	2158	 	2W03281301	 	1189	 	2W07221301	 	1085	 	2W10301304
	2152	 	2W03281302	 	1033	 	2W07261301	 	955	 	2W10301307
	1189	 	2W03291301	 	2516	 	2W07301301	 	1737	 	2W11011301
	1533	 	2W03291302	 	1136	 	2W07301302	 	300106	 	2W11041301
	1732	 	2W04021301	 	1395	 	2W07301304	 	300016	 	2W11081303
	267	 	2W04031301	 	2334	 	2W07301305	 	1448	 	2W11121301
	2172	 	2W04041301	 	2321	 	2W08021301	 	300138	 	2W11151301
	2175	 	2W04051303	 	2444	 	2W08051302	 	300140	 	2W11191303
	300293	 	2W04101403	 	2445	 	2W08051303	 	300143	 	2W11191304
	1442	 	2W04181301	 	719	 	2W08121301	 	300029	 	2W11201303
	89	 	2W04231301	 	1897	 	2W08291301	 	1305	 	2W11201305
	1395	 	2W04241301	 	89	 	2W08291302	 	300145	 	2W11211301
	409	 	2W04261301	 	51	 	2W08301303	 	300178	 	2W11271302
	2201	 	2W04261303	 	2080	 	2W08301304	 	300169	 	2W11271304
	1921	 	2W04291302	 	1851	 	2W08301305	 	1799	 	2W11271306
	2119	 	2W05011303	 	521	 	2W08301306	 	445	 	2W11291302
	521	 	2W05021302	 	2497	 	2W09031301	 	300187	 	2W12041301
	2080	 	2W05061302	 	2164	 	2W09061301	 	300039	 	2W12041302
	2223	 	2W05101302	 	187	 	2W09061302	 	1199	 	2W12051301
	1897	 	2W05171302	 	2509	 	2W09091301	 	300189	 	2W12051302


  
 S1-2 









											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	300202	 	2W12121301	 	1398	 	3C12161301	 	2255	 	3T06201302
	2031	 	2W12121302	 	308	 	3C12171301	 	1321	 	3T06211301
	1897	 	2W12141202	 	2594	 	3C12191301	 	1875	 	3T06241301
	1392	 	2W12141204	 	2603	 	3C12311301	 	2291	 	3T06241302
	300123	 	2W12161302	 	744	 	3T01241402	 	1553	 	3T06241304
	300240	 	2W12231301	 	1832	 	3T01301401	 	2026	 	3T06261301
	13	 	2W12241301	 	2289	 	3T02241402	 	1320	 	3T06261304
	51	 	2W12281207	 	300467	 	3T02271402	 	2300	 	3T06271301
	1392	 	2W12301302	 	182	 	3T02281403	 	2274	 	3T06281302
	1667	 	3C01311407	 	1009	 	3T03181301	 	1841	 	3T06281304
	2093	 	3C02251301	 	2165	 	3T04011302	 	1388	 	3T06281305
	999	 	3C02271302	 	2168	 	3T04031301	 	1654	 	3T07111302
	300498	 	3C02281403	 	2178	 	3T04101301	 	1832	 	3T07161302
	2121	 	3C03211301	 	1819	 	3T04121301	 	1850	 	3T07231301
	1382	 	3C04041301	 	2182	 	3T04151301	 	2242	 	3T07291301
	308	 	3C04191301	 	1813	 	3T04151302	 	1571	 	3T07301302
	2204	 	3C04291301	 	2183	 	3T04151303	 	2242	 	3T08061301
	473	 	3C04291302	 	1278	 	3T04161302	 	1875	 	3T08151301
	684	 	3C04301301	 	736	 	3T04251301	 	2462	 	3T08151302
	2110	 	3C05141301	 	1638	 	3T04251302	 	2469	 	3T08221301
	993	 	3C05201301	 	1927	 	3T04251304	 	2478	 	3T08271301
	993	 	3C05201302	 	2203	 	3T04291302	 	2479	 	3T08271304
	2195	 	3C05221301	 	2206	 	3T04301302	 	2490	 	3T08291301
	2260	 	3C06051301	 	2206	 	3T04301306	 	1069	 	3T08291303
	2264	 	3C06071301	 	2053	 	3T05021301	 	961	 	3T08291306
	2266	 	3C06171301	 	2026	 	3T05021303	 	2489	 	3T08291310
	1990	 	3C06271301	 	2218	 	3T05091301	 	2501	 	3T08301303
	2451	 	3C08091301	 	1781	 	3T05101302	 	1969	 	3T08301305
	2477	 	3C08271301	 	2138	 	3T05171303	 	2254	 	3T08301306
	2487	 	3C08291301	 	2084	 	3T05221303	 	1832	 	3T09051301
	2499	 	3C08301301	 	2241	 	3T05231302	 	1819	 	3T09091302
	2502	 	3C08301303	 	2241	 	3T05231303	 	2480	 	3T09101301
	1748	 	3C09111302	 	1553	 	3T05311301	 	2145	 	3T09181303
	2256	 	3C09301302	 	2102	 	3T05311302	 	2488	 	3T09231301
	2487	 	3C11051301	 	2259	 	3T06051302	 	2255	 	3T09271303
	2110	 	3C11061301	 	2259	 	3T06051304	 	1813	 	3T09271304
	1425	 	3C11081301	 	2218	 	3T06061301	 	2199	 	3T09301302
	1171	 	3C11191301	 	2267	 	3T06101301	 	2247	 	3T09301305
	1928	 	3C11201301	 	1363	 	3T06121303	 	2558	 	3T10151301
	2578	 	3C11221301	 	2274	 	3T06141301	 	1553	 	3T10221302
	2581	 	3C11261301	 	2183	 	3T06141304	 	2488	 	3T10251302
	2578	 	3C11261302	 	960	 	3T06171301	 	701	 	3T10281301
	993	 	3C11301202	 	1278	 	3T06171302	 	1956	 	3T10281303
	2589	 	3C12051301	 	2281	 	3T06181301	 	1956	 	3T10281304
	2006	 	3C12101301	 	1786	 	3T06191301	 	2248	 	3T10311303


  
 S1-3 









											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	2011	 	3T10311304	 	2054	 	4C08281302	 	300317	 	5T01171401
	1983	 	3T10311309	 	2495	 	4C08301301	 	300326	 	5T01221401
	2567	 	3T11051301	 	2533	 	4C09161301	 	300474	 	5T02271403
	1746	 	3T11071202	 	2525	 	4C09171301	 	300519	 	5T03101402
	2571	 	3T11081301	 	2532	 	4C09181302	 	300548	 	5T03171403
	2255	 	3T11131301	 	2013	 	4C09191303	 	300474	 	5T03211401
	2573	 	3T11141301	 	2555	 	4C10031301	 	2126	 	5T03261402
	2574	 	3T11181301	 	2135	 	4C10151301	 	300521	 	5T03311402
	2577	 	3T11181302	 	1674	 	4C10231301	 	1989	 	5T04291302
	2576	 	3T11191301	 	2054	 	4C10311301	 	2181	 	5T05231301
	1008	 	3T11261301	 	2048	 	4C10311304	 	2453	 	5T08091301
	2580	 	3T11261303	 	1155	 	4C11211303	 	2481	 	5T08271301
	1009	 	3T11261305	 	300183	 	4C11291301	 	2155	 	5T08301301
	2582	 	3T11271303	 	300192	 	4C12061301	 	1989	 	5T08301303
	2587	 	3T12031301	 	300078	 	4C12231301	 	1943	 	5T09201301
	2588	 	3T12041301	 	2039	 	4C12261303	 	2536	 	5T09241301
	2026	 	3T12041302	 	300292	 	4C12311302	 	2537	 	5T09241302
	2562	 	3T12091301	 	300292	 	4C12311304	 	2514	 	5T10081301
	958	 	3T12111301	 	2258	 	4T06041301	 	2181	 	5T10311303
	2591	 	3T12121301	 	2318	 	4T07161301	 	2568	 	5T11051301
	2182	 	3T12121302	 	2338	 	4T07311302	 	2575	 	5T11191302
	2595	 	3T12191302	 	2483	 	4T08281301	 	2551	 	5T11201301
	1889	 	4C01301401	 	2454	 	4T08291301	 	1943	 	5T12121301
	1889	 	4C01301402	 	2338	 	4T08301302	 	2592	 	5T12131302
	1889	 	4C01301404	 	2144	 	4T10281301	 	2605	 	5T12311304
	1885	 	4C03291301	 	2337	 	4T10311302	 	18	 	105041201
	2019	 	4C04011301	 	300107	 	4T11041301	 	1315	 	105161104
	2169	 	4C04031301	 	300133	 	4T11131301	 	375	 	107061201
	2170	 	4C04041301	 	300132	 	4T11141302	 	1505	 	108101101
	1878	 	4C04111403	 	300107	 	4T11191301	 	1479	 	108151101
	1795	 	4C04151301	 	2529	 	4T11211302	 	39	 	108231101
	1816	 	4C04231301	 	2337	 	4T11211303	 	1	 	108301201
	2194	 	4C04251301	 	300107	 	4T12041301	 	1140	 	111021101
	2209	 	4C04301301	 	300198	 	4T12091301	 	1608	 	111231103
	1878	 	4C05151301	 	300198	 	4T12091302	 	845	 	206081101
	1776	 	4C06071301	 	300102	 	4T12101301	 	1802	 	206131201
	2276	 	4C06131301	 	300102	 	4T12131301	 	1395	 	206131203
	1677	 	4C06181301	 	300212	 	4T12161301	 	217	 	307141001
	2301	 	4C06261301	 	300531	 	5C03141401	 	1189	 	206291103
	2048	 	4C06281305	 	2290	 	5C06201301	 	1482	 	207211101
	2306	 	4C06281306	 	1943	 	5C06251301	 	1199	 	209141203
	1478	 	4C07221301	 	2452	 	5C08091302	 	783	 	212011103
	2336	 	4C07311303	 	2517	 	5C09121301	 	1395	 	212221104
	2464	 	4C08201302	 	2565	 	5C10311301	 	1649	 	212291102
	2054	 	4C08231301	 	2590	 	5C12101301	 	827	 	302251001


  
 S1-4 









											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	723	 	305111001	 	2278	 	1C06141301	 	300034	 	1T01081401
	1772	 	305161203	 	1782	 	1C06191301	 	2280	 	1T01161401
	1446	 	306201101	 	2307	 	1C07181301	 	300200	 	1T01231401
	1446	 	306281103	 	1275	 	1C07221301	 	1828	 	1T01231402
	1204	 	306301107	 	1370	 	1C07231301	 	300136	 	1T01241402
	1470	 	307121101	 	2331	 	1C08011302	 	1759	 	1T01281402
	1156	 	307181104	 	2465	 	1C08191301	 	2303	 	1T01281403
	402	 	308271006	 	2485	 	1C08281301	 	300462	 	1T02261401
	1523	 	308301102	 	2496	 	1C08301303	 	300499	 	1T03031401
	1529	 	308311106	 	1307	 	1C09061301	 	2123	 	1T03111301
	1579	 	310241104	 	2510	 	1C09091301	 	2139	 	1T03181301
	778	 	311221101	 	39	 	1C09091302	 	300583	 	1T03241401
	1570	 	311291105	 	1149	 	1C09101302	 	2184	 	1T03261401
	1582	 	312061101	 	2021	 	1C09101303	 	2173	 	1T04051301
	1368	 	312091101	 	2514	 	1C09111301	 	1869	 	1T04101302
	1274	 	312151102	 	2101	 	1C09241302	 	1	 	1T04111301
	1171	 	312191102	 	2307	 	1C09271302	 	2180	 	1T04111302
	1574	 	312211103	 	2546	 	1C09271303	 	2184	 	1T04161301
	1835	 	407131201	 	2179	 	1C10011301	 	2072	 	1T04301301
	1874	 	408241201	 	300008	 	1C10031301	 	2212	 	1T05021301
	1358	 	412211101	 	1371	 	1C10101301	 	2216	 	1T05071301
	1560	 	1C01071402	 	300015	 	1C10111301	 	2226	 	1T05131301
	1595	 	1C01081401	 	300018	 	1C10111302	 	2224	 	1T05231301
	444	 	1C01101401	 	300026	 	1C10151301	 	1879	 	1T05241301
	300256	 	1C01141401	 	1441	 	1C10151302	 	722	 	1T05281301
	300008	 	1C01151401	 	1307	 	1C10171303	 	2280	 	1T06181301
	1149	 	1C01171301	 	300037	 	1C10171304	 	2273	 	1T06281301
	300324	 	1C01221401	 	300035	 	1C10181301	 	2303	 	1T06281304
	300035	 	1C01271401	 	300056	 	1C10251301	 	2309	 	1T06281305
	300352	 	1C01291402	 	324	 	1C10281302	 	1257	 	1T06281306
	2063	 	1C02051301	 	300098	 	1C10301303	 	1481	 	1T07011301
	2074	 	1C02061301	 	300098	 	1C10301306	 	2184	 	1T07091301
	1995	 	1C02211301	 	2124	 	1C11111301	 	1583	 	1T07261301
	39	 	1C02221303	 	1371	 	1C11211301	 	1892	 	1T07261302
	2022	 	1C02261301	 	1981	 	1C11261202	 	2330	 	1T07291301
	1549	 	1C03051301	 	2101	 	1C12131203	 	2442	 	1T08021302
	1316	 	1C03251401	 	2278	 	1C12181302	 	2461	 	1T08141301
	2151	 	1C03271301	 	300008	 	1C12181303	 	14	 	1T08291301
	2197	 	1C04251301	 	300225	 	1C12181304	 	1481	 	1T08291302
	1316	 	1C05161301	 	300253	 	1C12201301	 	1787	 	1T09031303
	1144	 	1C05201304	 	300242	 	1C12241301	 	2482	 	1T09051301
	1397	 	1C05201305	 	300270	 	1C12301304	 	2521	 	1T09161302
	2237	 	1C05211301	 	2486	 	1C12301305	 	2530	 	1T09191301
	1546	 	1C05211302	 	589	 	1T01031402	 	1710	 	1T09301301
	1584	 	1C06101301	 	1710	 	1T01071301	 	300011	 	1T10081301


  
 S1-5 









											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	300012	 	1T10081303	 	1818	 	2W04241302	 	2296	 	2W09271305
	1257	 	1T10151302	 	1897	 	2W04241303	 	300039	 	2W10111302
	2224	 	1T10231301	 	1085	 	2W05011301	 	1849	 	2W10221301
	2173	 	1T10231302	 	2210	 	2W05021301	 	1931	 	2W10231307
	300105	 	1T11041301	 	2222	 	2W05101301	 	1931	 	2W10231308
	2062	 	1T11051301	 	2223	 	2W05101303	 	1931	 	2W10231309
	1257	 	1T11071201	 	2229	 	2W05151301	 	1736	 	2W10241301
	1892	 	1T11131301	 	1199	 	2W05171304	 	300051	 	2W10241302
	14	 	1T11141303	 	89	 	2W05281303	 	508	 	2W10281301
	300160	 	1T11191302	 	261	 	2W05291302	 	300089	 	2W10301306
	2295	 	1T11201301	 	409	 	2W05301301	 	300085	 	2W10311302
	300238	 	1T12231301	 	1189	 	2W05311302	 	366	 	2W10311304
	300138	 	2W01061401	 	1189	 	2W06071301	 	51	 	2W10311305
	2320	 	2W01081401	 	51	 	2W06111301	 	1855	 	2W11051301
	300303	 	2W01091401	 	294	 	2W06141302	 	51	 	2W11071302
	2320	 	2W01101401	 	1390	 	2W06141303	 	1297	 	2W11211302
	347	 	2W01101403	 	1732	 	2W06201301	 	1516	 	2W11221301
	300202	 	2W01141402	 	1799	 	2W06211301	 	300172	 	2W11271301
	51	 	2W01211401	 	2292	 	2W06241303	 	1511	 	2W12171202
	1448	 	2W01241401	 	1794	 	2W06261301	 	1233	 	2W12191203
	1897	 	2W01251303	 	1897	 	2W06271306	 	300231	 	2W12191301
	300169	 	2W01271401	 	89	 	2W06281306	 	725	 	2W12201301
	300351	 	2W01281403	 	1749	 	2W06281311	 	521	 	2W12281208
	2061	 	2W01291302	 	2310	 	2W07021301	 	300262	 	2W12301301
	300360	 	2W01301401	 	1640	 	2W07181301	 	1531	 	2W12301311
	1975	 	2W01301404	 	2235	 	2W07191301	 	300283	 	2W12311301
	1255	 	2W01311301	 	1762	 	2W07191302	 	2563	 	3C01021401
	1395	 	2W02061301	 	1240	 	2W07191303	 	2020	 	3C01131401
	1033	 	2W02111401	 	2332	 	2W07301306	 	2578	 	3C01211401
	2080	 	2W02131302	 	21	 	2W08021302	 	1372	 	3C03051401
	1033	 	2W02191301	 	2288	 	2W08061301	 	2121	 	3C03111301
	2119	 	2W03071301	 	2455	 	2W08091301	 	365	 	3C03171401
	1063	 	2W03071403	 	693	 	2W08121303	 	473	 	3C03191301
	1063	 	2W03071404	 	2494	 	2W08221301	 	626	 	3C03241401
	2129	 	2W03121301	 	2148	 	2W08231301	 	1383	 	3C03261402
	2085	 	2W03211302	 	1471	 	2W08261303	 	2006	 	3C04031301
	300584	 	2W03211401	 	409	 	2W08281301	 	2174	 	3C04051302
	1066	 	2W03241402	 	349	 	2W08281302	 	1748	 	3C04251301
	1199	 	2W03251402	 	896	 	2W08301301	 	2207	 	3C04301303
	2149	 	2W03271301	 	2445	 	2W09041301	 	2208	 	3C04301304
	1849	 	2W04011302	 	2518	 	2W09121301	 	907	 	3C05031301
	2012	 	2W04021302	 	2535	 	2W09201301	 	2236	 	3C05211301
	2167	 	2W04021303	 	896	 	2W09241301	 	993	 	3C05211302
	646	 	2W04151301	 	524	 	2W09241303	 	2238	 	3C05221302
	1572	 	2W04221301	 	2544	 	2W09271303	 	2256	 	3C05311301


  
 S1-6 









											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	2270	 	3C06111302	 	2232	 	3T05171301	 	1666	 	3T10151303
	2304	 	3C06281301	 	1363	 	3T05201301	 	1908	 	3T10221301
	2329	 	3C07261301	 	1713	 	3T05221302	 	1009	 	3T10281302
	1118	 	3C07291301	 	2241	 	3T05231304	 	2469	 	3T10311301
	2335	 	3C07301301	 	2218	 	3T05231305	 	2469	 	3T10311302
	684	 	3C08131301	 	2242	 	3T05231306	 	1777	 	3T10311305
	2477	 	3C08271302	 	1571	 	3T05241302	 	2255	 	3T10311308
	2502	 	3C08301302	 	2247	 	3T05281301	 	2083	 	3T11011301
	2505	 	3C09041301	 	2248	 	3T05281302	 	1746	 	3T11071203
	2459	 	3C09091301	 	2254	 	3T05301301	 	2026	 	3T11121302
	2556	 	3C10091301	 	2102	 	3T05311303	 	2145	 	3T11151301
	2556	 	3C10091302	 	2259	 	3T06051303	 	2577	 	3T11181303
	2561	 	3C10211301	 	1904	 	3T06071301	 	2267	 	3T11211301
	1990	 	3C10241301	 	2274	 	3T06121301	 	1008	 	3T11261302
	173	 	3C10311301	 	2183	 	3T06141303	 	827	 	3T11261304
	1118	 	3C11151301	 	1321	 	3T06241305	 	2583	 	3T11271301
	2093	 	3C11201302	 	2289	 	3T06261302	 	1321	 	3T11271302
	2578	 	3C11211302	 	1320	 	3T06261303	 	1998	 	3T12071201
	2598	 	3C12271301	 	2274	 	3T06281301	 	2577	 	3T12191301
	300325	 	3T01221401	 	1654	 	3T07111301	 	2599	 	3T12271302
	2051	 	3T01251301	 	2146	 	3T07161301	 	2577	 	3T12271303
	2138	 	3T01281401	 	1553	 	3T07181301	 	1015	 	3T12311302
	958	 	3T01281402	 	1781	 	3T07221301	 	2078	 	4C02121302
	300353	 	3T01291401	 	2274	 	3T07291302	 	1353	 	4C03241402
	300359	 	3T01291403	 	1813	 	3T07311301	 	2161	 	4C03291303
	1937	 	3T02261301	 	736	 	3T07311304	 	2114	 	4C04181301
	2102	 	3T02271304	 	2274	 	3T08051301	 	1878	 	4C04241301
	2034	 	3T03191301	 	2472	 	3T08231301	 	2054	 	4C04261301
	1786	 	3T03261401	 	2053	 	3T08271302	 	2215	 	4C05061301
	2165	 	3T04011303	 	1786	 	3T08271303	 	2209	 	4C05071301
	2185	 	3T04161301	 	2491	 	3T08291305	 	2144	 	4C05161301
	2186	 	3T04161304	 	1278	 	3T08291307	 	2234	 	4C05171301
	1927	 	3T04191302	 	2267	 	3T08291308	 	1776	 	4C05221301
	1850	 	3T04191303	 	1819	 	3T08301301	 	2250	 	4C05231303
	2034	 	3T04241301	 	2500	 	3T08301302	 	1669	 	4C05301301
	1952	 	3T04251303	 	2507	 	3T09091301	 	2048	 	4C06281303
	2198	 	3T04261301	 	736	 	3T09091303	 	2324	 	4C07191301
	2202	 	3T04291301	 	1815	 	3T09171301	 	2328	 	4C07251302
	1875	 	3T04301301	 	2523	 	3T09181302	 	1885	 	4C08081301
	2206	 	3T04301303	 	2488	 	3T09231302	 	2464	 	4C08201301
	1819	 	3T05021302	 	2102	 	3T09251301	 	2471	 	4C08221301
	1786	 	3T05061301	 	1253	 	3T09271302	 	1203	 	4C09271301
	2220	 	3T05091303	 	2199	 	3T09301303	 	300076	 	4C10241301
	1781	 	3T05101301	 	1777	 	3T10101303	 	300070	 	4C10291302
	960	 	3T05151301	 	701	 	3T10111301	 	1816	 	4C11121301


  
 S1-7 









											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	300174	 	4C11271301	 	2181	 	5T09171301	 	669	 	106071201
	1968	 	4C11301201	 	2540	 	5T09251301	 	1801	 	106131201
	2039	 	4C12261305	 	2559	 	5T10171301	 	1622	 	106211203
	1878	 	4C12311301	 	2566	 	5T10311301	 	1787	 	107021201
	300198	 	4T01101401	 	2452	 	5T10311302	 	1826	 	107021202
	2245	 	4T01171401	 	2575	 	5T11191301	 	537	 	107271202
	300320	 	4T01211402	 	2575	 	5T11191304	 	39	 	107280901
	300320	 	4T01211403	 	2593	 	5T12181301	 	282	 	107301201
	300320	 	4T01211405	 	2604	 	5T12311301	 	1210	 	107311201
	300198	 	4T01211406	 	2579	 	5T12311302	 	1502	 	108041102
	300361	 	4T01301402	 	1678	 	101301202	 	1858	 	108091201
	300580	 	4T03211401	 	282	 	102091201	 	1861	 	108141201
	300577	 	4T03211404	 	1691	 	102161201	 	1879	 	108301202
	2483	 	4T03211405	 	1696	 	102211201	 	1881	 	108311202
	2318	 	4T03261401	 	1693	 	102211202	 	18	 	109101201
	1806	 	4T05141301	 	1	 	102211203	 	1149	 	109181202
	2244	 	4T05231301	 	1694	 	102221201	 	1549	 	109271101
	2245	 	4T05241301	 	572	 	102241202	 	615	 	110211101
	2337	 	4T07311301	 	1660	 	102271201	 	1186	 	110241103
	2454	 	4T08091301	 	1441	 	102281201	 	1481	 	112271101
	2528	 	4T09161302	 	1	 	102281202	 	1403	 	201101201
	2529	 	4T09181301	 	1247	 	102281204	 	160	 	201171201
	2553	 	4T10021301	 	1520	 	102291201	 	415	 	201171203
	2553	 	4T10031301	 	1704	 	102291202	 	1448	 	202031201
	300080	 	4T10301302	 	1718	 	103021201	 	397	 	202061201
	300061	 	4T11211304	 	1316	 	103121201	 	1682	 	202061202
	2483	 	4T12301301	 	1507	 	103151201	 	1367	 	202061203
	300198	 	4T12311304	 	1307	 	103161201	 	1473	 	202101201
	2608	 	5C01131401	 	212	 	103231201	 	725	 	202131202
	300496	 	5C03061401	 	470	 	103291201	 	646	 	202171201
	2290	 	5C06201302	 	1307	 	103291202	 	1240	 	202171202
	894	 	5C07011301	 	1077	 	104021201	 	392	 	202271201
	2522	 	5C09171301	 	270	 	104041201	 	1427	 	202291204
	2569	 	5C11061301	 	1179	 	104091201	 	1700	 	203011201
	2584	 	5C11271301	 	1738	 	104091202	 	1327	 	203081201
	2559	 	5T01241401	 	1481	 	104101201	 	1725	 	203281202
	300326	 	5T03101401	 	1607	 	104251202	 	1734	 	203291203
	2514	 	5T03241401	 	1750	 	104261201	 	860	 	203291204
	300548	 	5T03261401	 	1759	 	104301202	 	1335	 	203291206
	2181	 	5T04121301	 	1618	 	105111202	 	1533	 	203301201
	2196	 	5T04251301	 	2	 	105161201	 	1616	 	203301202
	1989	 	5T04291301	 	1782	 	105241201	 	1735	 	203301204
	1989	 	5T06281301	 	1315	 	105241203	 	1732	 	203301207
	1989	 	5T08081301	 	1787	 	105311204	 	1493	 	204051201
	1989	 	5T08301302	 	1503	 	106051201	 	1686	 	204111201


  
 S1-8 









											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	1385	 	204121101	 	1207	 	301051201	 	1582	 	304231201
	1743	 	204181201	 	1265	 	301261201	 	1748	 	304241206
	1496	 	204201201	 	1672	 	301301203	 	1748	 	304241207
	1744	 	204231202	 	1685	 	302071201	 	1758	 	304301201
	1736	 	204241201	 	1684	 	302071202	 	1494	 	304301202
	1749	 	204241204	 	1383	 	302101202	 	1368	 	305011201
	1124	 	204301203	 	1571	 	302141203	 	1138	 	305091201
	1763	 	205041202	 	1278	 	302161201	 	736	 	305101201
	1766	 	205111201	 	1278	 	302161202	 	1373	 	305111201
	609	 	205151201	 	1278	 	302161203	 	700	 	305141201
	1775	 	205161201	 	1009	 	302171201	 	1774	 	305171202
	1756	 	205171201	 	1259	 	302171202	 	1138	 	305181202
	445	 	205231201	 	1171	 	302221201	 	1638	 	305251201
	1783	 	205251201	 	1659	 	302221202	 	1786	 	305311203
	1789	 	205311204	 	954	 	302221203	 	1570	 	306131207
	1810	 	206191202	 	1697	 	302231201	 	1807	 	306181201
	1775	 	206191203	 	1313	 	302271201	 	1321	 	306201201
	725	 	206261203	 	1699	 	302271203	 	1814	 	306251203
	967	 	206281204	 	1322	 	302271204	 	1069	 	306251205
	1390	 	207031201	 	1702	 	302281205	 	886	 	306271201
	499	 	207161201	 	953	 	302291208	 	1807	 	307181202
	1395	 	207231201	 	1553	 	302291209	 	1838	 	307231203
	1854	 	208011201	 	1553	 	302291210	 	1839	 	307231204
	1107	 	208061201	 	1313	 	303061201	 	1617	 	307241201
	1849	 	208071202	 	1571	 	303081201	 	167	 	307251203
	646	 	208081201	 	1714	 	303161203	 	1841	 	307261201
	1395	 	208081202	 	1171	 	303221201	 	1847	 	307301202
	1859	 	208101201	 	827	 	303231201	 	1850	 	307311202
	1471	 	208161201	 	1641	 	303261201	 	1848	 	308131201
	1346	 	208171102	 	1363	 	303261202	 	1863	 	308151201
	263	 	208221201	 	1363	 	303261203	 	736	 	308161201
	1392	 	208291202	 	717	 	303261204	 	1171	 	308181102
	1525	 	208301106	 	1570	 	303271201	 	1425	 	308281202
	1492	 	208301202	 	1570	 	303271203	 	778	 	308291201
	1882	 	208311202	 	1570	 	303271205	 	1877	 	308291202
	1395	 	209051201	 	1009	 	303271207	 	1865	 	308311201
	1893	 	209121202	 	1671	 	303291202	 	1321	 	309041202
	1897	 	209171201	 	1617	 	303291203	 	701	 	309111201
	1542	 	209191101	 	173	 	303301202	 	1894	 	309131201
	1299	 	209201201	 	1731	 	303301203	 	1629	 	309131203
	1346	 	209241202	 	1739	 	304101203	 	1905	 	309181208
	1547	 	209261101	 	700	 	304111201	 	1907	 	309191201
	1921	 	209261202	 	627	 	304121201	 	1204	 	309211002
	1547	 	210111102	 	1582	 	304161201	 	1699	 	309211201
	1586	 	210261101	 	1740	 	304161202	 	1919	 	309261201


  
 S1-9 









											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	1924	 	309281204	 	300372	 	2W01311409	 	1425	 	3C12311302
	1540	 	309291106	 	300374	 	2W01311412	 	760	 	3C12311303
	1663	 	401251201	 	1424	 	2W02071403	 	760	 	3C12311304
	1661	 	402081201	 	89	 	2W02181401	 	1553	 	3T01311401
	1661	 	402141201	 	300482	 	2W02211402	 	1553	 	3T01311402
	1707	 	403071201	 	300486	 	2W02241401	 	960	 	3T02181402
	1727	 	403291201	 	1897	 	2W02261401	 	736	 	3T02271403
	1657	 	403301201	 	1599	 	2W02271401	 	2595	 	3T02271405
	1677	 	404091201	 	300485	 	2W02271403	 	300488	 	3T02281401
	1776	 	405171201	 	1736	 	2W02271404	 	182	 	3T02281402
	1795	 	406071201	 	1063	 	2W03071402	 	300467	 	3T03061403
	1795	 	406291201	 	788	 	2W03151401	 	300523	 	3T03131402
	1816	 	407111201	 	300372	 	2W03261401	 	2165	 	3T03181404
	1161	 	408041002	 	1757	 	2W03281403	 	1553	 	3T03271401
	1870	 	408211201	 	1757	 	2W03281404	 	300607	 	3T03281401
	1871	 	408221201	 	274	 	2W03311402	 	1553	 	3T03311401
	1532	 	408291102	 	1784	 	2W03311406	 	1553	 	3T03311404
	1880	 	408301201	 	1784	 	2W03311407	 	300616	 	3T03311406
	1885	 	409041201	 	1124	 	2W05131301	 	2199	 	3T03311407
	1890	 	409101201	 	857	 	2W10011201	 	2206	 	3T04301304
	1915	 	409191201	 	1395	 	2W10031202	 	1069	 	3T08291304
	1726	 	1C02261402	 	1935	 	2W10101201	 	1937	 	3T10051202
	916	 	1C02261403	 	1930	 	2W10121204	 	1944	 	3T10111203
	300408	 	1C03111401	 	1947	 	2W10151203	 	1946	 	3T10151202
	300216	 	1C12181301	 	300123	 	2W11081302	 	995	 	3T10161201
	1307	 	1C12241302	 	445	 	2W12031301	 	1952	 	3T10191201
	300270	 	1C12301303	 	1011	 	2W12131302	 	1956	 	3T10241202
	1767	 	1C12301306	 	2148	 	2W12201302	 	1866	 	3T10261201
	1595	 	1C12311301	 	896	 	2W12301303	 	1381	 	3T10261202
	1914	 	1T02261404	 	300258	 	2W12301305	 	2131	 	3T12201301
	300462	 	1T03181402	 	300259	 	2W12301306	 	2588	 	3T12311303
	300136	 	1T03281401	 	2509	 	2W12301307	 	1889	 	4C01301403
	300628	 	1T03311401	 	300269	 	2W12301310	 	300380	 	4C01311402
	300628	 	1T03311402	 	1876	 	2W12311303	 	300484	 	4C02241401
	1949	 	1T10171201	 	1118	 	3C01311401	 	300495	 	4C02281401
	1951	 	1T10191201	 	1118	 	3C01311402	 	300620	 	4C03311401
	1949	 	1T10311203	 	1284	 	3C01311405	 	300621	 	4C03311402
	2240	 	1T12181304	 	1554	 	3C02211401	 	2048	 	4C06281302
	1760	 	1T12201301	 	2174	 	3C02281401	 	1878	 	4C07251301
	1140	 	1T12261301	 	907	 	3C02281402	 	2464	 	4C08201303
	2173	 	1T12301301	 	626	 	3C03241402	 	1561	 	4C12261301
	1984	 	2W01301405	 	1310	 	3C03311406	 	2039	 	4C12261304
	369	 	2W01311401	 	1856	 	3C10301201	 	300292	 	4C12311303
	369	 	2W01311402	 	767	 	3C12271302	 	300292	 	4C12311305
	1599	 	2W01311408	 	2578	 	3C12301301	 	300473	 	4T02271401


  
 S1-10 









											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	300491	 	4T02281402	 	300568	 	1T03201402	 	300395	 	3C02061401
	300577	 	4T03211403	 	2240	 	1T03271401	 	300395	 	3C02071401
	2245	 	4T12181302	 	1808	 	1T04081401	 	1425	 	3C02141401
	300381	 	5C01311401	 	2184	 	1T04301403	 	1425	 	3C02141402
	300436	 	5C02201401	 	300243	 	1T12261304	 	2502	 	3C02211402
	300440	 	5C02201403	 	300305	 	2W01141401	 	2020	 	3C02241401
	1943	 	5C10011201	 	300202	 	2W01241402	 	173	 	3C02261401
	1943	 	5C10181201	 	851	 	2W01271402	 	1383	 	3C03261401
	1592	 	5T01311401	 	1923	 	2W01271403	 	684	 	3C03281401
	300469	 	5T02271401	 	2287	 	2W01301402	 	1494	 	3C03311401
	300472	 	5T02271402	 	1101	 	2W01311403	 	607	 	3C03311402
	300475	 	5T02271404	 	1107	 	2W01311404	 	300629	 	3C03311407
	300483	 	5T02281401	 	716	 	2W01311405	 	2166	 	3T01161401
	2481	 	5T02281402	 	725	 	2W01311406	 	2469	 	3T01291402
	300521	 	5T03111401	 	1531	 	2W01311407	 	701	 	3T01291404
	300521	 	5T03171402	 	1931	 	2W01311410	 	2448	 	3T01311403
	300519	 	5T03311401	 	1931	 	2W01311411	 	1015	 	3T01311404
	2601	 	5T12271302	 	300396	 	2W02071402	 	960	 	3T01311405
	300274	 	1C01161401	 	719	 	2W02211403	 	778	 	3T01311406
	300319	 	1C01171401	 	300446	 	2W02211404	 	300392	 	3T02051401
	300350	 	1C01291401	 	300202	 	2W02251401	 	1832	 	3T02071402
	300256	 	1C02041401	 	300464	 	2W02261402	 	2183	 	3T02101401
	300408	 	1C02121401	 	1736	 	2W03031404	 	300411	 	3T02121402
	300417	 	1C02121402	 	300512	 	2W03051401	 	1777	 	3T02131401
	1441	 	1C02181402	 	300509	 	2W03051402	 	1819	 	3T02141401
	1499	 	1C02181403	 	1438	 	2W03061401	 	2199	 	3T02181401
	1307	 	1C02271401	 	300520	 	2W03061402	 	2202	 	3T02241401
	300408	 	1C03111402	 	725	 	2W03141401	 	1321	 	3T02251401
	300525	 	1C03141401	 	300520	 	2W03171401	 	300455	 	3T02251402
	300008	 	1C03181401	 	300584	 	2W03241401	 	300458	 	3T02261401
	300554	 	1C03281401	 	1572	 	2W03271401	 	1216	 	3T02261403
	2237	 	1C03311401	 	300039	 	2W03281401	 	1363	 	3T02271401
	1404	 	1C04231402	 	89	 	2W03281402	 	182	 	3T02281404
	2496	 	1C04301401	 	1606	 	2W03281405	 	1647	 	3T03041401
	1808	 	1T02181401	 	2164	 	2W03311401	 	2225	 	3T03061401
	2180	 	1T03071401	 	300300	 	2W03311404	 	300467	 	3T03061404
	2044	 	1T03111401	 	2148	 	2W04071401	 	1363	 	3T03071401
	2212	 	1T03111402	 	300677	 	2W04091401	 	300523	 	3T03131401
	300536	 	1T03141401	 	1897	 	2W04101401	 	300523	 	3T03131403
	300537	 	1T03141402	 	300726	 	2W04211401	 	2488	 	3T03141401
	2303	 	1T03141403	 	1852	 	2W04241401	 	2095	 	3T03141402
	300535	 	1T03141404	 	1721	 	2W04251403	 	2138	 	3T03171401
	300549	 	1T03181401	 	1382	 	3C01151401	 	300455	 	3T03181401
	300046	 	1T03181403	 	300349	 	3C01281401	 	1321	 	3T03181402
	1025	 	1T03191401	 	2256	 	3C01311406	 	2255	 	3T03201401


  
 S1-11 









											
	Customer #	 	Contract #	 	 	 	 	 	 	 	 
	2289	 	3T03211402	 		 		 		 	
	300575	 	3T03211403	 		 		 		 	
	1571	 	3T03211404	 		 		 		 	
	1553	 	3T03311402	 		 		 		 	
	1553	 	3T03311403	 		 		 		 	
	1638	 	3T03311405	 		 		 		 	
	300707	 	3T04281403	 		 		 		 	
	1561	 	4C01171401	 		 		 		 	
	300369	 	4C01301405	 		 		 		 	
	1677	 	4C01311401	 		 		 		 	
	300078	 	4C02241402	 		 		 		 	
	300448	 	4C02241403	 		 		 		 	
	300530	 	4C03131401	 		 		 		 	
	2495	 	4C03141401	 		 		 		 	
	300539	 	4C03141402	 		 		 		 	
	300556	 	4C03171401	 		 		 		 	
	300558	 	4C03191402	 		 		 		 	
	1545	 	4C03281401	 		 		 		 	
	1834	 	4C03311403	 		 		 		 	
	300623	 	4C03311404	 		 		 		 	
	2337	 	4T01291401	 		 		 		 	
	2337	 	4T03171402	 		 		 		 	
	300555	 	4T03191401	 		 		 		 	
	2454	 	4T03241401	 		 		 		 	
	300605	 	4T03271401	 		 		 		 	
	300107	 	4T03311401	 		 		 		 	
	300740	 	4T04241401	 		 		 		 	
	894	 	5C01291401	 		 		 		 	
	300404	 	5C02101401	 		 		 		 	
	2450	 	5C02121401	 		 		 		 	
	2590	 	5C02201402	 		 		 		 	
	300440	 	5C02201404	 		 		 		 	
	300314	 	5T01161401	 		 		 		 	
	300345	 	5T01241402	 		 		 		 	
	1592	 	5T01311402	 		 		 		 	
	300453	 	5T02251401	 		 		 		 	
	1989	 	5T03041401	 		 		 		 	
	300546	 	5T03171401	 		 		 		 	
	2551	 	5T03171404	 		 		 		 	
	300469	 	5T03191401	 		 		 		 	
	300546	 	5T03191402	 		 		 		 	
	300611	 	5T03281401	 		 		 		 	


  
 S1-12 








 SCHEDULE 2 

Originator Information 
  

	1.	List of Name Change or Mergers: 

 None. 

 

	2.	Employer Identification Number: 

 CCG’s EIN #: 20-1409176 

 

	3.	List of Trade Names: 

 CCG of New Hampshire. 

 

	4.	List of CCG Subsidiaries: 

 CCG Receivables, LLC 

CCG Receivables III, LLC 
 CCG
Receivables IV, LLC 
  

	5.	Chief Executive Office: 

 COMMERCIAL CREDIT GROUP INC. 

Suite 1450 
 227 West Trade
Street, 
 Charlotte, NC 28202 

  
 S2-1 








 SCHEDULE 3 

Notice Information 
 Commercial
Credit Group Inc. 
 227 West Trade Street, Suite 1450 

Charlotte, NC 28202 
 CCG Receivables IV, LLC 

227 West Trade Street, Suite 1450A 
 Charlotte, NC 28202 

  
 S3-1 








 SCHEDULE 4 

Lock-Box Bank and Lock-Box Account 

Account number 2000026298881 of CCG maintained with Wells Fargo Bank, National Association, having offices located at 1 South Broad Street,
Mail Code: PA1227, Philadelphia, Pennsylvania and 401 S. Tryon Street, 10th Floor, TS Legal Risk Mgmt., Mail Code NC0817, Charlotte, North Carolina 28288 

  
 S4-1 








 EXHIBIT A 

Form of Contract 

[see attached] 

  
 A-1 








 SECURITY AGREEMENT 

This Security Agreement made the      day of             ,
         by and between                      (“Debtor”), whose address is
                     and                     
(“Secured Party”), whose address is                     . 

1. To secure the prompt payment, performance and fulfillment of any and all Obligations (as hereinafter defined) of Debtor to Secured Party,
which is hereby confessed and acknowledged, Debtor hereby assigns, transfers, conveys, pledges, mortgages and grants to Secured Party a security interest in each and every one of the goods, chattels and property described in the attached Schedule A
and in all attachments, accessories, substitutions, replacements, replacement parts, software and software upgrades and all cash and non-cash proceeds (including rental proceeds, insurance proceeds, accounts and chattel paper arising out of or
related to the sale, rental or other disposition thereof) of and to all of the foregoing (collectively called “Collateral”). Debtor grants Secured Party a security interest in the Collateral to secure the Obligations. 

2. The term “Obligations” as used herein shall mean and include: (a) any and all loans, advances, payments, extensions of
credit, endorsements, guaranties and financial accommodations hereto and/or hereafter made, granted or extended by Secured Party or which Secured Party has or will become obligated to make, grant or extend to or for the account of Debtor; and
(b) any and all interest, commissions, obligations, liabilities, indebtedness, charges and expenses hereto and/or hereafter chargeable against Debtor by Secured Party or owing by Debtor to Secured Party or upon which Debtor may be and/or has
become liable as endorser or guarantor; and (c) all obligations and/or indebtedness of any and every kind arising out of one or more conditional sale contracts, lease agreements, notes, security agreements, trust receipts and/or bailment
agreements and the amount due upon any notes or other obligations, given to or received by Secured Party directly from Debtor or by way of assignment from any one or more third parties and whether or not presently contemplated by the parties; and
(d) the prompt performance and fulfillment by Debtor of all the terms, conditions, promises,, representations and warranties contained in this Security Agreement and in any note or notes secured hereby and in any present or future agreement or
instrument between Debtor and Secured Party; and (e) any and all renewals or extensions of any of the foregoing. 
 3. All of the
Obligations are acknowledged and declared to be secured by this Security Agreement and the Debtor will fully and faithfully pay, perform and fulfill all of its Obligations hereunder including the payment, upon demand, a late charge of 5% of any
installment that has not been fully paid prior to the seventh day after its due date (“Late Charge”) and, after maturity, whether by acceleration or otherwise, interest at the rate of 1/15 of 1% per day until the Obligations are
collected by the Secured Party in full. In addition, Debtor agrees to pay, on demand, all attorney fees, costs and expenses, collection costs and other charges incurred by Secured Party to enforce the payment and performance of Debtor’s
Obligations. Any interest rate, late charge, fee or other charge (“Charge”) provided for in any way hereunder or under any document, note or instrument given in connection with any of the Obligations shall not in any event or contingency
exceed any maximum permitted by applicable law and any such Charge shall be deemed hereby amended accordingly. Any sums collected with respect to any Charge in excess of any maximum shall be applied to reduce the principal sum owing under the
Obligations and any excess refunded to Debtor. 
 4. Debtor further represents and warrants to Secured Party and agrees as follows:
(a) Debtor is the lawful owner of the Collateral and has paid all applicable sale, use or other taxes due in connection with the sale, purchase, ownership, possession or use of the Collateral and shall indemnify Secured Party from and against
any loss, cost or expense, including penalties, interest and other charges of any kind in connection with or arising from the sale, purchase, ownership, possession or use of the Collateral; (b) The Collateral is in the possession of Debtor at
its principal place of business (which is Debtor’s address shown above), unless a different location is specifically shown on Schedule A for any one or more items; (c) The Collateral and every part thereof is and will continue to be free
and clear of all liens, attachments, levies, claims, demands and encumbrances of every kind, nature and description (except any held by Secured Party); (d) Debtor will defend the Collateral against all claims and demands of all persons and will
not permit any circumstances to exist under which the Secured Party may lose its lien or lien priority on the Collateral; (e) Debtor will not sell, assign, mortgage, lease, pledge or otherwise dispose of the Collateral without the prior written
consent of the Secured Party; (f) Debtor, at its own cost and expense, will maintain and keep the Collateral in good repair, will not waste, abuse or destroy the Collateral or any part thereof and will not be negligent in the care and use
thereof; (g) Debtor will not remove the Collateral from within the 48 contiguous States of the United States or its present locations without the prior written consent of the Secured Party nor change its present business locations without at
least thirty days prior written notice to Secured Party and at all times allow Secured Party or its representatives free access to and right of inspection of the Collateral, which shall remain personalty and not become a part of any realty, and
nothing shall prevent Secured Party from removing same or so much thereof as Secured Party, in its sole discretion may determine, from any premises to which it may be attached and/or upon which it may be located upon breach of the Security
Agreement; Debtor agreeing to deliver to Secured Party appropriate waivers, satisfactory to Secured Party, of owners and mortgagees of any such premises; (h) Debtor shall comply (so far as may be necessary to protect the Collateral and the lien
of this Security Agreement thereon) with all of the terms and conditions of leases covering the premises wherein the Collateral may be located and with any orders, ordinances, laws or statutes of any city, state, or other entity having jurisdiction
over the premises or the conduct of business thereon, and, where requested by Secured Party, will correct any defects or execute any written instruments and do any other acts necessary to more fully execute the purposes and provisions of this
Security Agreement; (i) Debtor has the sole right and lawful authority to make this Security Agreement and if a corporation or limited liability company, the execution of this Security Agreement has been duly consented to and authorized by all
of the stockholders or members of the Debtor and duly authorized by its Board of Directors or Managers. Debtor agrees to deliver to Secured Party evidence thereof satisfactory to Secured Party immediately upon request; (j) Each person signing
this Security Agreement warrants full authority to sign for the Debtor; (k) Debtor will indemnify and save Secured Party harmless from all losses, costs, damages, liabilities or expenses, including reasonable attorneys’ fees, costs and
expenses, that Secured Party may sustain or incur to obtain or enforce payment, performance or fulfillment of any of the Obligations or in the enforcement or foreclosure of this Security Agreement or in the prosecution or defense of any action or
proceeding either against Debtor or against Secured Party concerning any matter growing out of or connected with this Security Agreement and/or any of the Obligations and/or any of the Collateral and the aforementioned indemnity or any other
indemnity obligation under this Security Agreement shall survive termination hereof; (l) At Secured Party’s request Debtor will furnish current financial statements satisfactory to Secured Party in form, preparation and content. 

5. To secure all the Obligations under this Security Agreement, Debtor authorizes Secured Party to file one or more financing statements
and/or a reproduction hereof as a financing statement, from time to time as Secured Party deems in its sole discretion appropriate, in any jurisdiction (and Debtor shall execute any financing statement or financing change statement) and Debtor
hereby irrevocably appoints Secured Party as the true and lawful Attorney-in-Fact of Debtor, coupled with an interest, with full power in Debtor’s name, place and stead to execute financing statements on Debtor’s behalf and to do any and
all other acts on Debtor’s behalf necessary or helpful to perfect Secured Party’s security interest in the Collateral pursuant to the Uniform Commercial Code or other applicable law. 

6. Debtor will insure the Collateral, at its sole cost and expenses, by maintaining an “all risks” insurance policy naming the
Secured Party as additional insured, in an amount at least equal to the full replacement value of all collateral identified in each Schedule A attached or incorporated herein and also, where requested by Secured Party, against other hazards
(including but not limited to comprehensive general liability insurance), with companies, in amounts and under policies acceptable to Secured Party. Each policy shall be delivered to Secured Party and shall expressly state that insurance as to
Secured Party shall not be invalidated by any act, omission or neglect of Debtor and that the insurer shall give thirty (30) days written notice to Secured Party of any alteration or cancellation of the policy. Secured Party shall have the
right, but not the obligation, to provide insurance for its interest and charge Debtor Secured Party’s cost for such insurance, together with it or its designee’s customary charges or fees association with its insurance. Debtor hereby
irrevocably appoints Secured Party as Debtor’s Attorney-in-Fact, coupled with an interest, to make claim for, receive payment of and execute and endorse all documents, checks or drafts received in payment for any loss or damage under any of
said insurance policies and to execute any documents or statements referred to herein. 
 7. If Debtor shall be in default in the full,
prompt and faithful performance of any of the terms, conditions and provisions of this Security Agreement, Secured Party may, at its option, without waiving its right to enforce this Security Agreement according to its terms, immediately or at any
time thereafter, and without notice to or demand upon Debtor, perform or cause the performance of such terms, conditions or provisions, for the account and at the sole cost and expense of Debtor, which (including reasonable attorneys’ fees,
costs and expenses) shall be a lien on the Collateral, added to the amount of the Obligations, without notice to Debtor, and shall be payable on demand with interest at the rate, after maturity, specified in Paragraph 3 hereof. 

8. Debtor shall be in default upon the occurrence of any of the following: (a) Debtor defaults in the prompt payment, performance or
fulfillment of any of Debtor’s Obligations; (b) Debtor shall fail to punctually and faithfully fulfill, observe or perform any of the terms, conditions, provisions, representations and warranties contained in this Security Agreement or in
any present or future agreement or instrument made by Debtor and then held by Secured Party; (c) Debtor or any guarantor of any of Debtors Obligations under this Security Agreement (“Guarantor”) ceases to do business, becomes
insolvent, declares bankruptcy, or makes an assignment for the benefit of creditors; (d) Any of the warranties, covenants or representations made by Debtor or any Guarantor to Secured Party be or become untrue or incorrect in any adverse
respect; (e) A change in the management, operations, ownership of stock or membership units or control of Debtor; (f) Secured Party at any time deems the security afforded by this Security Agreement unsafe, inadequate or at any risk or any
of the Collateral in danger of misuse, concealment or misappropriation. 
 9. Upon any default by Debtor, Debtor shall immediately deliver
possession of Collateral to Secured Party and Secured Party, without demand or notice, may exercise any of the following remedies: (a) Declare the entire indebtedness under all Obligations immediately due and payable; (b) Take possession
of all or part the Collateral, at any time, wherever it may be, and to enter any premises, with or without process of law, and search for, take possession of, remove, or keep and store the Collateral on said premises until sold, without liability
for trespass nor charge for storage; (c) Sell the Collateral 







 
or any part thereof and all of the Debtor’s equity of redemption therein at public or private sale, for cash or on credit, and on such terms as Secured Party may in its sole discretion
elect, in such county and at such places as Secured Party may elect and without having the Collateral at the place of sale. In the event Secured Party sells all or part of the Collateral at public or private sale, then (i) Secured Party shall
not be required to refurbish, repair or otherwise incur any expenses in preparing Collateral for sale but may sell its interest therein on an “AS-IS,” “WHERE-IS” basis; (ii) Secured Party may bid or become the purchaser at
any such sale and Debtor waives any and all rights of redemption from any such sale; (iii) Any public sale will be deemed commercially reasonable if notice thereof shall be mailed to Debtor at least 10 days before such sale and advertised in at
least one newspaper of general circulation in the area of the sale at least twice prior to the date of sale and if upon terms of 25% cash down with the balance payable in good funds within 24 hours; (iv) The proceeds of any public sale shall be
applied first to pay all costs, expenses and charges for pursing searching, taking, removing, keeping, advertising and selling the Collateral, including attorneys’ fees, costs and expenses and second to the payment, partly or entirely, of any
of the Obligations as Secured Party may in its sole discretion elect, returning the excess, if any, to Debtor or such other party in interest as the required by law, Debtor shall remain liable to Secured Party for any deficiency plus late charges
thereon as provided above; (v) Any private sale shall be deemed commercially reasonable if notice thereof shall be mailed to Debtor at least 10 days before the sale date stated therein and credit given for the full price stated, less
attorneys’ fees costs and expenses. 
 10. Debtor hereby irrevocably consents to the appointment of a receiver for the Collateral
and/or all other property of Debtor, and of the rents, issued as proceeds thereof. Such receivership may continue until such deficiency is satisfied in full. Debtor expressly waives any right to notice or hearing in any action to recover possession
of any or all of the Collateral. In any action in the nature of replevin or sequestration, Debtor agrees that if it contests such action it will post a bond written by a national insurance company authorized to execute such bonds in the jurisdiction
of such proceedings, such bond to be no less than the value of the subject matter of such replevin or the unpaid balance then owing to Secured Party, whichever be less. Any notices hereunder shall be in writing and effective when delivered in person
to an officer of the party to whom addressed or mailed by certified mail to such party at its address specified herein or at such other address as may hereafter be specified by like notice by either party to the other. Reasonable notification
hereunder shall be any notification given or sent at least five (5) days prior to the event for which such notification is sent. Debtor agrees that upon the request of Secured Party, after any default, to segregate and hold all or any part of
the Collateral in a fiduciary capacity and to adequately maintain, service and insure said property and to protect same from use and/or abuse, all without charge to Secured Party, such fiduciary duty to terminate only upon the actual delivery of the
Collateral to Secured Party. Debtor, recognizing that in the event of default no remedy at law would provide adequate relief to Secured Party, agrees that Secured Party shall be entitled to temporary and permanent injunctive relief without the
necessity of proving actual damages. It is agreed that any amounts to be retained by Secured Party and the amounts to be paid by Debtor shall not be as a penalty but as liquidated damages for the breach hereof. 

11. DEBTOR HEREOF AGREES TO THE EXCLUSIVE VENUE AND JURISDICTION OF ANY STATE OR FEDERAL COURT PRESIDING IN MECKLENBURG COUNTY NORTH
CAROLINA FOR ALL ACTIONS, PROCEEDINGS, CLAIMS, COUNTERCLAIMS OR CROSSCLAIMS ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, OR IN ANY WAY RELATED TO THIS SECURITY AGREEMENT, WITH THE SOLE EXCEPTIONS THAT AN ACTION TO RECOVER POSSESSION OF
ALL OR PART OF THE COLLATERAL OR ANY OTHER ASSETS OF THE DEBTOR OR ANY GUARANTOR HOWEVER DENOMINATED, MAY, IN THE SOLE DISCRETION OF THE SECURED PARTY, BE BROUGHT IN A STATE OR FEDERAL COURT HAVING JURISDICTION OVER THE COLLATERAL, AND/OR SUCH OTHER
ASSETS, AND THAT JUDGMENTS MAY BE CONFESSED, ENTERED, OR ENFORCED IN ANY JURISDICTION WHERE THE DEBTOR, OR ANY GUARANTOR, OR THE COLLATERAL AND/OR ANY OTHER ASSETS OF THE DEBTOR, OR GUARANTOR MAY BE LOCATED. DEBTOR WAIVES ANY RIGHT THEY OR ANY OF
THEM MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT IN ACCORDANCE HEREWITH. DEBTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS, DEFENSES, COUNTERCLAIMS,
CROSSCLAIMS AND SETOFF OR RECOUPMENT CLAIMS ARISING EITHER DIRECTLY OR INDIRECTLY BETWEEN OR AMONG THEM AND/OR INVOLVING ANY PERSON OR ENTITY CLAIMING ANY RIGHTS ACQUIRED BY, THROUGH OR UNDER ANY PARTY AND FURTHER WAIVES ANY AND ALL RIGHT TO CLAIM
OR RECOVER ANY PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO ACTUAL DAMAGES. 
 12. Secured Party may
at any time, with or without exercising any of the rights or remedies aforesaid and without prior notice or demand to Debtor, appropriate and apply toward the payment of the Obligations any and all balances, sums, property, credits, deposits,
accounts, reserves, collections, drafts, notes or checks coming into Secured Party’s possession and belonging or owing to Debtor, and for such purposes, endorse the name of Debtor on any such instrument made payable to Debtor for deposit,
negotiation, discount or collection. Such applications may be made, or any monies paid to Secured Party may be applied, without notice to Debtor, partly or entirely to such of the Obligations as Secured Party in its sole discretion may elect. In its
sole discretion Secured Party may apply and/or change applications of any sums paid and/or to be paid by or for Debtor, under any circumstances, to any obligations of Debtor to Secured Party, presently existing or otherwise. The interest rates which
may be provided for in any instrument evidencing one or more Obligations shall in no event, circumstance or contingency, exceed any maximum permitted by applicable law. 

13. No failure to exercise, no delay in exercising, and no single or partial exercise on the part of Secured Party of any right, privilege,
remedy, or power under the Security Agreement, shall operate as a waiver thereof or preclude Secured Party from exercising any other right, privilege, remedy or power under this Security Agreement whether or not Debtor is in default hereunder. No
waiver of any provision of the Security Agreement shall be effective unless in writing, signed by a duly authorized officer of the party to be charged, and no amendment, supplement or other modification of the Security Agreement shall be effective
unless in writing signed by each of the parties hereto. This instrument constitutes the entire agreement between the parties. This Security Agreement cannot be modified or terminated orally. Only a written instrument, signed by an officer of the
Secured Party, shall be effective to modify or terminate any obligation of Debtor to Secured Party, this Security Agreement or any other agreement between the parties but only to the extent therein specifically set forth therein. 

14. This Security Agreement may be assigned along with any and all Obligations, without notice to Debtor, and upon such assignment Debtor
agrees not to assert against any assignee hereof any defense, set-off, recoupment, claim, counterclaim or cross-claim which Debtor may have against Secured Party, whether arising hereunder or otherwise, and such assignee shall be entitled to at
least the same rights as Secured Party. All of the rights, remedies, options, privileges and elections given to the original Secured Party hereunder shall inure to the benefit of any assignee, transferee or holder of this Security Agreement, and
their respective successors and assigns, and all the terms conditions, promises, covenants, provisions and warranties of this Security Agreement shall inure to the benefit of and shall bind the representatives, successors and assigns of the
respective parties. 
 16. Some of the Collateral may be in the hands of Debtor under one or more security agreements, installment sale
contracts, lease agreements, notes or other instruments which are or may be held by Secured Party and with respect to such Collateral, this Security is only of any equity that Debtor may now or in the future have in such Collateral and Secured Party
by accepting this Security Agreement shall not in any manner be considered as having waived any security interest arising independently of this Security Agreement nor shall this Security Agreement be construed as adversely affecting any rights of
Secured Party under any other security agreement nor as a waiver of any of the terms and provisions of any other security agreement, guaranty or endorsement, all of which shall remain and continue in full force and effect. 

17. Intending that each and every provision of this Security Agreement be fully effective and enforceable according to its terms, the parties
agree that the validity, enforceability and effectiveness of each provision hereof and the obligations, rights and remedies of the Debtor and Secured Party in any way related to or arising under this Security Agreement or under one or more
Obligation shall be governed by and construed in accordance with the laws of the State of Delaware (excluding its choice of law rules). If any one or more provisions hereof are in conflict with any statute or law and thus not valid or enforceable,
then each such provision shall be deemed null and void but only to the extent of such conflict and without invalidating or affecting the remaining provisions hereof. This contract shall be binding upon the heirs, administrators, legal
representatives and successors of the Debtor. 
 IN WITNESS WHEREOF, Debtor has caused these presents to be duly executed, the day and year first above
written. 
  

																	
	CO-DEBTOR:				DEBTOR:
			
	  
				  

	(Co-Debtor)				(Seal)				(Debtor)				(Seal)
					
	By:		  
				By:		  

					Title										Title		
			
	  
				  

	(Witness to Co-Debtor’s Signature)				(Witness to Debtor’s Signature)








 SECURITY AGREEMENT 

This Security Agreement made the      day of             ,
         by and between                      (“Debtor”), whose address is
                     and                     
(“Secured Party”), whose address is                     . 

1. To secure the prompt payment, performance and fulfillment of any and all Obligations (as hereinafter defined) of Debtor to Secured Party,
which is hereby confessed and acknowledged, Debtor hereby assigns, transfers, conveys, pledges, mortgages and grants to Secured Party a security interest in each and every one of the goods, chattels and property described in the attached Schedule A
and any and all accounts, accounts receivable, chattel paper, contract rights, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, and other property, wherever located, in which Debtor now or hereafter has any right
or interest and in all attachments, accessories, substitutions, replacements, replacement parts, software and software upgrades and all cash and non-cash proceeds (including rental proceeds, insurance proceeds, accounts and chattel paper arising out
of or related to the sale, rental or other disposition thereof) of and to all of the foregoing (collectively called “Collateral”). Debtor grants Secured Party a security interest in the Collateral to secure the Obligations. 

2. The term “Obligations” as used herein shall mean and include: (a) any and all loans, advances, payments, extensions of
credit, endorsements, guaranties and financial accommodations hereto and/or hereafter made, granted or extended by Secured Party or which Secured Party has or will become obligated to make, grant or extend to or for the account of Debtor; and
(b) any and all interest, commissions, obligations, liabilities, indebtedness, charges and expenses hereto and/or hereafter chargeable against Debtor by Secured Party or owing by Debtor to Secured Party or upon which Debtor may be and/or has
become liable as endorser or guarantor; and (c) all obligations and/or indebtedness of any and every kind arising out of one or more conditional sale contracts, lease agreements, notes, security agreements, trust receipts and/or bailment
agreements and the amount due upon any notes or other obligations, given to or received by Secured Party directly from Debtor or by way of assignment from any one or more third parties and whether or not presently contemplated by the parties; and
(d) the prompt performance and fulfillment by Debtor of all the terms, conditions, promises,, representations and warranties contained in this Security Agreement and in any note or notes secured hereby and in any present or future agreement or
instrument between Debtor and Secured Party; and (e) any and all renewals or extensions of any of the foregoing. 
 3. All of the
Obligations are acknowledged and declared to be secured by this Security Agreement and the Debtor will fully and faithfully pay, perform and fulfill all of its Obligations hereunder including the payment, upon demand, a late charge of 5% of any
installment that has not been fully paid prior to the seventh day after its due date (“Late Charge”) and, after maturity, whether by acceleration or otherwise, interest at the rate of 1/15 of 1% per day until the Obligations are
collected by the Secured Party in full. In addition, Debtor agrees to pay, on demand, all attorney fees, costs and expenses, collection costs and other charges incurred by Secured Party to enforce the payment and performance of Debtor’s
Obligations. Any interest rate, late charge, fee or other charge (“Charge”) provided for in any way hereunder or under any document, note or instrument given in connection with any of the Obligations shall not in any event or contingency
exceed any maximum permitted by applicable law and any such Charge shall be deemed hereby amended accordingly. Any sums collected with respect to any Charge in excess of any maximum shall be applied to reduce the principal sum owing under the
Obligations and any excess refunded to Debtor. 
 4. Debtor further represents and warrants to Secured Party and agrees as follows:
(a) Debtor is the lawful owner of the Collateral and has paid all applicable sale, use or other taxes due in connection with the sale, purchase, ownership, possession or use of the Collateral and shall indemnify Secured Party from and against
any loss, cost or expense, including penalties, interest and other charges of any kind in connection with or arising from the sale, purchase, ownership, possession or use of the Collateral; (b) The Collateral is in the possession of Debtor at
its principal place of business (which is Debtor’s address shown above), unless a different location is specifically shown on Schedule A for any one or more items; (c) The Collateral and every part thereof is and will continue to be free
and clear of all liens, attachments, levies, claims, demands and encumbrances of every kind, nature and description (except any held by Secured Party); (d) Debtor will defend the Collateral against all claims and demands of all persons and will
not permit any circumstances to exist under which the Secured Party may lose its lien or lien priority on the Collateral; (e) Debtor will not sell, assign, mortgage, lease, pledge or otherwise dispose of the Collateral without the prior written
consent of the Secured Party; (f) Debtor, at its own cost and expense, will maintain and keep the Collateral in good repair, will not waste, abuse or destroy the Collateral or any part thereof and will not be negligent in the care and use
thereof; (g) Debtor will not remove the Collateral from within the 48 contiguous States of the United States or its present locations without the prior written consent of the Secured Party nor change its present business locations without at
least thirty days prior written notice to Secured Party and at all times allow Secured Party or its representatives free access to and right of inspection of the Collateral, which shall remain personalty and not become a part of any realty, and
nothing shall prevent Secured Party from removing same or so much thereof as Secured Party, in its sole discretion may determine, from any premises to which it may be attached and/or upon which it may be located upon breach of the Security
Agreement; Debtor agreeing to deliver to Secured Party appropriate waivers, satisfactory to Secured Party, of owners and mortgagees of any such premises; (h) Debtor shall comply (so far as may be necessary to protect the Collateral and the lien
of this Security Agreement thereon) with all of the terms and conditions of leases covering the premises wherein the Collateral may be located and with any orders, ordinances, laws or statutes of any city, state, or other entity having jurisdiction
over the premises or the conduct of business thereon, and, where requested by Secured Party, will correct any defects or execute any written instruments and do any other acts necessary to more fully execute the purposes and provisions of this
Security Agreement; (i) Debtor has the sole right and lawful authority to make this Security Agreement and if a corporation or limited liability company, the execution of this Security Agreement has been duly consented to and authorized by all
of the stockholders or members of the Debtor and duly authorized by its Board of Directors or Managers. Debtor agrees to deliver to Secured Party evidence thereof satisfactory to Secured Party immediately upon request; (j) Each person signing
this Security Agreement warrants full authority to sign for the Debtor; (k) Debtor will indemnify and save Secured Party harmless from all losses, costs, damages, liabilities or expenses, including reasonable attorneys’ fees, costs and
expenses, that Secured Party may sustain or incur to obtain or enforce payment, performance or fulfillment of any of the Obligations or in the enforcement or foreclosure of this Security Agreement or in the prosecution or defense of any action or
proceeding either against Debtor or against Secured Party concerning any matter growing out of or connected with this Security Agreement and/or any of the Obligations and/or any of the Collateral and the aforementioned indemnity or any other
indemnity obligation under this Security Agreement shall survive termination hereof; (l) At Secured Party’s request Debtor will furnish current financial statements satisfactory to Secured Party in form, preparation and content. 

5. To secure all the Obligations under this Security Agreement, Debtor authorizes Secured Party to file one or more financing statements
and/or a reproduction hereof as a financing statement, from time to time as Secured Party deems in its sole discretion appropriate, in any jurisdiction (and Debtor shall execute any financing statement or financing change statement) and Debtor
hereby irrevocably appoints Secured Party as the true and lawful Attorney-in-Fact of Debtor, coupled with an interest, with full power in Debtor’s name, place and stead to execute financing statements on Debtor’s behalf and to do any and
all other acts on Debtor’s behalf necessary or helpful to perfect Secured Party’s security interest in the Collateral pursuant to the Uniform Commercial Code or other applicable law. 

6. Debtor will insure the Collateral, at its sole cost and expenses, by maintaining an “all risks” insurance policy naming the
Secured Party as additional insured, in an amount at least equal to the full replacement value of all collateral identified in each Schedule A attached or incorporated herein and also, where requested by Secured Party, against other hazards
(including but not limited to comprehensive general liability insurance), with companies, in amounts and under policies acceptable to Secured Party. Each policy shall be delivered to Secured Party and shall expressly state that insurance as to
Secured Party shall not be invalidated by any act, omission or neglect of Debtor and that the insurer shall give thirty (30) days written notice to Secured Party of any alteration or cancellation of the policy. Secured Party shall have the
right, but not the obligation, to provide insurance for its interest and charge Debtor Secured Party’s cost for such insurance, together with it or its designee’s customary charges or fees association with its insurance. Debtor hereby
irrevocably appoints Secured Party as Debtor’s Attorney-in-Fact, coupled with an interest, to make claim for, receive payment of and execute and endorse all documents, checks or drafts received in payment for any loss or damage under any of
said insurance policies and to execute any documents or statements referred to herein. 
 7. If Debtor shall be in default in the full,
prompt and faithful performance of any of the terms, conditions and provisions of this Security Agreement, Secured Party may, at its option, without waiving its right to enforce this Security Agreement according to its terms, immediately or at any
time thereafter, and without notice to or demand upon Debtor, perform or cause the performance of such terms, conditions or provisions, for the account and at the sole cost and expense of Debtor, which (including reasonable attorneys’ fees,
costs and expenses) shall be a lien on the Collateral, added to the amount of the Obligations, without notice to Debtor, and shall be payable on demand with interest at the rate, after maturity, specified in Paragraph 3 hereof. 

8. Debtor shall be in default upon the occurrence of any of the following: (a) Debtor defaults in the prompt payment, performance or
fulfillment of any of Debtor’s Obligations; (b) Debtor shall fail to punctually and faithfully fulfill, observe or perform any of the terms, conditions, provisions, representations and warranties contained in this Security Agreement or in
any present or future agreement or instrument made by Debtor and then held by Secured Party; (c) Debtor or any guarantor of any of Debtors Obligations under this Security Agreement (“Guarantor”) ceases to do business, becomes
insolvent, declares bankruptcy, or makes an assignment for the benefit of creditors; (d) Any of the warranties, covenants or representations made by Debtor or any Guarantor to Secured Party be or become untrue or incorrect in any adverse
respect; (e) A change in the management, operations, ownership of stock or membership units or control of Debtor; (f) Secured Party at any time deems the security afforded by this Security Agreement unsafe, inadequate or at any risk or any
of the Collateral in danger of misuse, concealment or misappropriation. 
 9. Upon any default by Debtor, Debtor shall immediately deliver
possession of Collateral to Secured Party and Secured Party, without demand or notice, may exercise any of the following remedies: (a) Declare the entire indebtedness under all Obligations immediately due and payable; (b) Take








 
possession of all or part the Collateral, at any time, wherever it may be, and to enter any premises, with or without process of law, and search for, take possession of, remove, or keep and store
the Collateral on said premises until sold, without liability for trespass nor charge for storage; (c) Sell the Collateral or any part thereof and all of the Debtor’s equity of redemption therein at public or private sale, for cash or on
credit, and on such terms as Secured Party may in its sole discretion elect, in such county and at such places as Secured Party may elect and without having the Collateral at the place of sale. In the event Secured Party sells all or part of the
Collateral at public or private sale, then (i) Secured Party shall not be required to refurbish, repair or otherwise incur any expenses in preparing Collateral for sale but may sell its interest therein on an “AS-IS,”
“WHERE-IS” basis; (ii) Secured Party may bid or become the purchaser at any such sale and Debtor waives any and all rights of redemption from any such sale; (iii) Any public sale will be deemed commercially reasonable if notice
thereof shall be mailed to Debtor at least 10 days before such sale and advertised in at least one newspaper of general circulation in the area of the sale at least twice prior to the date of sale and if upon terms of 25% cash down with the balance
payable in good funds within 24 hours; (iv) The proceeds of any public sale shall be applied first to pay all costs, expenses and charges for pursing searching, taking, removing, keeping, advertising and selling the Collateral, including
attorneys’ fees, costs and expenses and second to the payment, partly or entirely, of any of the Obligations as Secured Party may in its sole discretion elect, returning the excess, if any, to Debtor or such other party in interest as the
required by law, Debtor shall remain liable to Secured Party for any deficiency plus late charges thereon as provided above; (v) Any private sale shall be deemed commercially reasonable if notice thereof shall be mailed to Debtor at least 10
days before the sale date stated therein and credit given for the full price stated, less attorneys’ fees costs and expenses. 
 10.
Debtor hereby irrevocably consents to the appointment of a receiver for the Collateral and/or all other property of Debtor, and of the rents, issued as proceeds thereof. Such receivership may continue until such deficiency is satisfied in full.
Debtor expressly waives any right to notice or hearing in any action to recover possession of any or all of the Collateral. In any action in the nature of replevin or sequestration, Debtor agrees that if it contests such action it will post a bond
written by a national insurance company authorized to execute such bonds in the jurisdiction of such proceedings, such bond to be no less than the value of the subject matter of such replevin or the unpaid balance then owing to Secured Party,
whichever be less. Any notices hereunder shall be in writing and effective when delivered in person to an officer of the party to whom addressed or mailed by certified mail to such party at its address specified herein or at such other address as
may hereafter be specified by like notice by either party to the other. Reasonable notification hereunder shall be any notification given or sent at least five (5) days prior to the event for which such notification is sent. Debtor agrees that
upon the request of Secured Party, after any default, to segregate and hold all or any part of the Collateral in a fiduciary capacity and to adequately maintain, service and insure said property and to protect same from use and/or abuse, all without
charge to Secured Party, such fiduciary duty to terminate only upon the actual delivery of the Collateral to Secured Party. Debtor, recognizing that in the event of default no remedy at law would provide adequate relief to Secured Party, agrees that
Secured Party shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages. It is agreed that any amounts to be retained by Secured Party and the amounts to be paid by Debtor shall not be as a
penalty but as liquidated damages for the breach hereof. 
 11. DEBTOR HEREOF AGREES TO THE EXCLUSIVE VENUE AND JURISDICTION OF
ANY STATE OR FEDERAL COURT PRESIDING IN MECKLENBURG COUNTY NORTH CAROLINA FOR ALL ACTIONS, PROCEEDINGS, CLAIMS, COUNTERCLAIMS OR CROSSCLAIMS ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, OR IN ANY WAY RELATED TO THIS SECURITY AGREEMENT,
WITH THE SOLE EXCEPTIONS THAT AN ACTION TO RECOVER POSSESSION OF ALL OR PART OF THE COLLATERAL OR ANY OTHER ASSETS OF THE DEBTOR OR ANY GUARANTOR HOWEVER DENOMINATED, MAY, IN THE SOLE DISCRETION OF THE SECURED PARTY, BE BROUGHT IN A STATE OR FEDERAL
COURT HAVING JURISDICTION OVER THE COLLATERAL, AND/OR SUCH OTHER ASSETS, AND THAT JUDGMENTS MAY BE CONFESSED, ENTERED, OR ENFORCED IN ANY JURISDICTION WHERE THE DEBTOR, OR ANY GUARANTOR, OR THE COLLATERAL AND/OR ANY OTHER ASSETS OF THE DEBTOR, OR
GUARANTOR MAY BE LOCATED. DEBTOR WAIVES ANY RIGHT THEY OR ANY OF THEM MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT IN ACCORDANCE HEREWITH. DEBTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHT TO A
TRIAL BY JURY OF ANY AND ALL CLAIMS, DEFENSES, COUNTERCLAIMS, CROSSCLAIMS AND SETOFF OR RECOUPMENT CLAIMS ARISING EITHER DIRECTLY OR INDIRECTLY BETWEEN OR AMONG THEM AND/OR INVOLVING ANY PERSON OR ENTITY CLAIMING ANY RIGHTS ACQUIRED BY, THROUGH OR
UNDER ANY PARTY AND FURTHER WAIVES ANY AND ALL RIGHT TO CLAIM OR RECOVER ANY PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO ACTUAL DAMAGES. 

12. Secured Party may at any time, with or without exercising any of the rights or remedies aforesaid and without prior notice or demand to
Debtor, appropriate and apply toward the payment of the Obligations any and all balances, sums, property, credits, deposits, accounts, reserves, collections, drafts, notes or checks coming into Secured Party’s possession and belonging or owing
to Debtor, and for such purposes, endorse the name of Debtor on any such instrument made payable to Debtor for deposit, negotiation, discount or collection. Such applications may be made, or any monies paid to Secured Party may be applied, without
notice to Debtor, partly or entirely to such of the Obligations as Secured Party in its sole discretion may elect. In its sole discretion Secured Party may apply and/or change applications of any sums paid and/or to be paid by or for Debtor, under
any circumstances, to any obligations of Debtor to Secured Party, presently existing or otherwise. The interest rates which may be provided for in any instrument evidencing one or more Obligations shall in no event, circumstance or contingency,
exceed any maximum permitted by applicable law. 
 13. No failure to exercise, no delay in exercising, and no single or partial exercise on
the part of Secured Party of any right, privilege, remedy, or power under the Security Agreement, shall operate as a waiver thereof or preclude Secured Party from exercising any other right, privilege, remedy or power under this Security Agreement
whether or not Debtor is in default hereunder. No waiver of any provision of the Security Agreement shall be effective unless in writing, signed by a duly authorized officer of the party to be charged, and no amendment, supplement or other
modification of the Security Agreement shall be effective unless in writing signed by each of the parties hereto. This instrument constitutes the entire agreement between the parties. This Security Agreement cannot be modified or terminated orally.
Only a written instrument, signed by an officer of the Secured Party, shall be effective to modify or terminate any obligation of Debtor to Secured Party, this Security Agreement or any other agreement between the parties but only to the extent
therein specifically set forth therein. 
 14. This Security Agreement may be assigned along with any and all Obligations, without notice to
Debtor, and upon such assignment Debtor agrees not to assert against any assignee hereof any defense, set-off, recoupment, claim, counterclaim or cross-claim which Debtor may have against Secured Party, whether arising hereunder or otherwise, and
such assignee shall be entitled to at least the same rights as Secured Party. All of the rights, remedies, options, privileges and elections given to the original Secured Party hereunder shall inure to the benefit of any assignee, transferee or
holder of this Security Agreement, and their respective successors and assigns, and all the terms conditions, promises, covenants, provisions and warranties of this Security Agreement shall inure to the benefit of and shall bind the representatives,
successors and assigns of the respective parties. 
 16. Some of the Collateral may be in the hands of Debtor under one or more security
agreements, installment sale contracts, lease agreements, notes or other instruments which are or may be held by Secured Party and with respect to such Collateral, this Security is only of any equity that Debtor may now or in the future have in such
Collateral and Secured Party by accepting this Security Agreement shall not in any manner be considered as having waived any security interest arising independently of this Security Agreement nor shall this Security Agreement be construed as
adversely affecting any rights of Secured Party under any other security agreement nor as a waiver of any of the terms and provisions of any other security agreement, guaranty or endorsement, all of which shall remain and continue in full force and
effect. 
 17. Intending that each and every provision of this Security Agreement be fully effective and enforceable according to its terms,
the parties agree that the validity, enforceability and effectiveness of each provision hereof and the obligations, rights and remedies of the Debtor and Secured Party in any way related to or arising under this Security Agreement or under one or
more Obligation shall be governed by and construed in accordance with the laws of the State of Delaware (excluding its choice of law rules). If any one or more provisions hereof are in conflict with any statute or law and thus not valid or
enforceable, then each such provision shall be deemed null and void but only to the extent of such conflict and without invalidating or affecting the remaining provisions hereof. This contract shall be binding upon the heirs, administrators, legal
representatives and successors of the Debtor. 
 IN WITNESS WHEREOF, Debtor has caused these presents to be duly executed, the day and year first above
written. 
  

																	
	CO-DEBTOR:				DEBTOR:
			
	  
				  

	(Co-Debtor)				(Seal)				(Debtor)				(Seal)
					
	By:		  
				By:		  

					Title										Title		
			
	  
				  

	(Witness to Co-Debtor’s Signature)				(Witness to Debtor’s Signature)








 SCHEDULE “A” 

This schedule is attached to and becomes part of that certain Conditional Sale Contract, Lease Agreement, Security Agreement or
                     dated                 , 200  
between the undersigned. 
 DESCRIPTION OF PROPERTY 
  

									
	Quantity	 	Year	 	Manufacturer	 	Model and Specifications	 	Serial Number
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

 Each including all attachments, accessories, substitutions, replacements, replacement parts, software and software upgrades
and all cash and non cash proceeds including any, rental proceeds, insurance proceeds, accounts and chattel paper arising out of or related to the sale, rental or other disposition thereof. 

 

									
	Seller, Lessor, Secured Party,                    :	 		 	Buyer, Lessee, Debtor,                     :
			
	  
	 		 	  

					
	By:	 	  
	 		 	By:	 	  









 CERTIFIED COPY OF 

RESOLUTIONS OF BOARD OF DIRECTORS 
 I,
                                         hereby
certify that I am the Secretary and official custodian of certain records including the charter, by-laws and the minutes of the meetings of the Board of Directors of,
                    a corporation duly organized and existing under the laws of the State of
                    , (the “Corporation”) and that the following is a true, accurate and compared transcript of resolutions contained in
the minute book of the Corporation, duly adopted at a meeting of the Board of Directors of said Corporation duly held on
                , 20    , at which meeting there was present and acting throughout a quorum authorized to transact the business hereinafter
described, and that the proceedings of said meeting were in accordance with the charter and by-laws of said Corporation and that said resolutions have not been amended or revoked and are in full force and effect: 

“RESOLVED, that each of the officers of this Corporation named below, or his duly elected or appointed successor in office, be and hereby is
authorized and empowered in the name and on behalf of this Corporation to, from time to time, borrow sums of money and lease equipment from Commercial Credit Group Inc. (“CCG”), purchase equipment via installment sale, and conduct any
other transaction with CCG, as in the judgment of such officer(s) the Corporation may require and to execute on behalf of the Corporation and to deliver to CCG in the form required by CCG the instrument(s) or agreement(s) of this Corporation
evidencing the amount(s) borrowed, leased or purchased or any renewals, modifications or extensions thereof, plus charges if any, such instrument(s) or agreement(s) to bear such rate of interest and be payable in such installments as such officer(s)
may agree to by the officer’s signature thereon. 
 FURTHER RESOLVED, that each of the officers of this Corporation named below, or his duly
elected or appointed successor in office, be and hereby is authorized and empowered in the name and on behalf of this Corporation to guaranty the payment and performance of all obligations of
                     to CCG, whether now owing or hereafter arising and to do any acts required to implement the foregoing resolution and effectuate
said guaranty or guaranties, including but not limited to the execution of any written documents or guaranties, including the mortgage, pledge or hypothecation from time to time to CCG, of any or all assets of this Corporation to secure such
guaranty or guaranties, or modifications thereof, and to affix the seal of this corporation to any mortgage, pledge, hypothecation or other instrument if so required or requested by CCG. 

FURTHER RESOLVED, that any of the aforesaid officers, or his duly elected or appointed successor in office, be and hereby authorized and empowered to
do any acts, including but not limited to the mortgage, lease, pledge, or hypothecatate from time to time any or all assets of this Corporation to secure such loan or loans, leases, conditional sale contracts, renewals, modifications and extensions
with CCG, and to execute in the name and on behalf of this Corporation, any instruments or agreements deemed necessary or proper by CCG in respect of the collateral securing any indebtedness of this Corporation, and to affix the seal of this
Corporation to any mortgage, lease, conditional sale contract, pledge, or other such instrument if so required or requested by CCG, and this Board hereby ratifies, approves and confirms all such acts and things than any such officer has done or may
do in connection with the matters outlined above. 
 FOLLOWING are the true names, correct titles and specimen signatures of the incumbent officers
of this corporation referred to in the foregoing resolutions. 
  

									
	President				  
				  

					(Name)				(Signature)
					
	Vice President				  
				  

					(Name)				(Signature)
					
	Treasurer				  
				  

					(Name)				(Signature)
					
	Secretary				  
				  

					(Name)				(Signature)
					
	  
				  
				  

	(Title)				(Name)				(Signature)

 FURTHER RESOLVED, that CCG is authorized to rely upon the aforesaid resolutions until receipt by it of written notice
of any change.” 
 
 I further certify that neither the charter nor the by-laws
of said Corporation require any consent of the shareholders for the resolutions stated above. 
 IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the seal of said Corporation on this      day of             , 20    . 

 

					
	  
				(Corporate Seal)
	Secretary				








 PURCHASE OPTION ADDENDUM 

This Purchase Option Addendum is attached to and becomes part of that certain Lease Agreement dated
                    , between
                                        , as
Lessee, and COMMERCIAL CREDIT GROUP INC as Lessor (herein called “Lease”). Capitalized terms used herein and not otherwise defined herein, unless the context otherwise requires, shall have the same meanings set forth in the Lease. 

Lessor hereby grants to Lessee the following option to purchase the Property (check appropriate line): 

            Lessee may purchase all, but not less than all, of the Property at the
end of the initial term of the Lease for a purchase price of $         plus all applicable taxes. 

            Lessee may purchase all, but not less than all, of the Property at the
end of the Initial Term of the Lease for a purchase price equal to Fair Market Value plus all applicable taxes. The term “Fair Market Value” as used herein shall be determined on the basis of, and shall be equal in amount to, the value
which the Property would obtain in an arms length sale transaction between an informed and willing buyer-user (other than a buyer or lessee currently in possession or a used equipment dealer) and an informed and willing seller under no compulsion to
sell and assuming that the Property is then in the condition required under the terms of the Lease and in such determination costs of removal from the location of current use shall not be deducted from such value. If on or before sixty
(60) days prior to the expiration of the Initial Term of the Lease, Lessor and Lessee are unable to agree upon a determination of the Fair Market Value of such Property, such value shall be determined in accordance with the foregoing definition
by a qualified independent equipment appraiser selected by Lessor. The appraiser shall be instructed to make such determination within a period of 45 days following appointment, but in no event later than 10 days prior to the expiration of the
Initial Term of the Lease, and shall promptly communicate such determination in writing to Lessor and Lessee. The appraiser’s determination of such Fair Market Value shall be conclusively binding upon both Lessor and Lessee. The expenses and
fees of the appraiser shall be borne by Lessee. 
 The option to purchase the Property is under the following terms and conditions: (a) Lessee gives
Lessor written notice of Lessee’s intent to exercise this Purchase Option at least ninety (90), but not more than one hundred twenty (120), days prior to the expiration of the Initial Term of the Lease; (b) Lessee has not been and is
currently not in default under the terms and conditions of the Lease; (c) any such purchase of the Property from Lessor shall be on an “AS-IS, WHERE-IS” basis without representation or warranty, expressed or implied, of any kind or
description from the Lessor. Failure to give such notice or to pay the purchase price of the Property on or before the expiration of the Initial Term of the Lease or a default by Lessee under the terms and conditions of the Lease will render
Lessee’s option to purchase the Property null and void. 
  

									
	Dated		  
						
			
	 COMMERCIAL CREDIT GROUP INC
				  

	(Lessor)				(Lessee)
					
	By:		  
				By:		  

					
	Its:		  
				Its:		  

			 (Title)
						 (Title)









 NEGOTIABLE PROMISSORY NOTE 

 

			
	$            		
	Total Amount of Note		Date

  
     
         
 (“MAKER”) 

For value received, the undersigned (hereinafter referred to as “Maker”), jointly and severally if more than one, irrevocably and unconditionally
promises to pay to the order of Commercial Credit Group Inc., its successor or assigns (“Holder”) at such place as the Holder hereof may from time to time appoint, the sum of
             Dollars ($        ) in consecutive monthly installments as follows: 

                   Installment(s) each in the amount of
$            ; then            Installment(s) each in the amount of
$            ; 

then            Installment(s) each in the amount of
$            ; then            Installment(s) each in the amount of
$            ; 

then            Installment(s) each in the amount of
$            ; then            Installment(s) each in the amount of
$            ; 

then            Installment(s) each in the amount of
$            ; then            Installment(s) each in the amount of
$            ; 

then            Installment(s) each in the amount of
$            ; then            Installment(s) each in the amount of
$            ; 
 Said consecutive monthly installments shall commence on the
     day of         ,         , and shall be due on the same date of each month thereafter until paid. Maker on demand shall pay a late charge of 5%
of any installment that has not been fully paid prior to the seventh day after its due date (“Late Charge”) and, after maturity, whether by acceleration or otherwise, to the extent permitted by applicable law, interest on the entire unpaid
balance at the rate of 1/15 of 1% per day (the “Acceleration Rate”) until this Note is paid in full plus all collection and other charges and if placed in the hands of an attorney for collection, attorneys’ fees, costs and
expenses. In no event shall any late charge or the Acceleration Rate exceed any maximum permitted by law. If for any reason any interest rate, late charge, fee or other charge imposed or which may be imposed under this Note exceeds the maximum
amount which may be imposed under applicable law, the amount of such interest rate, late charge, fee or other charge in excess of the maximum shall be void any such excess collected by Holder applied to the reduction of this Note or, to the extent
permitted by applicable law, to other obligations of the Maker owing to Holder, as Holder may determine, and any remaining excess shall be refunded to Maker. If any payment is not made when due, or if there is a default by Maker under any present or
future agreement with Holder or a default of any guarantor of Makers obligations under this Note, all remaining payments shall, at the option of the Holder, without notice, become immediately due and payable, and the unpaid balance shall bear
interest at the Acceleration Rate until paid in full. All installments shall be applied first to interest and then to principal hereunder. 

Maker, any endorsers and any other persons obligated hereon each: (a) agree that the Holder may grant to any one or more of them
extensions of the time for payment of this Note and/or the maturity of any payment or payments, in whole or in part, without limit as to the number of such extensions, or the period or periods thereof; (b) waive presentation for payment, demand
for payment, notice of non-payment or dishonor, protest and notice of protest, and notice of the holder’s election to accelerate the unpaid balance of all remaining payments and hereby waives the benefits of any statute of limitations with
respect to any action to enforce, or otherwise related to, this Note; (c) agree that the failure or delay to perfect or continue the perfection of any security interest in any property or collateral which secures the obligations of the Maker or
any endorser or other person obligated hereon, or to protect the property or collateral covered by such security interest, if any, shall not release or discharge them or any of them; (d) agree this Note is made and shall be construed under the
laws of the State of Delaware; and (e) agree all exemptions and homestead laws and all rights thereunder are hereby waived to the extent permitted by law. In the event any one or more of the provisions of this Note shall for any reason be held
to be invalid, illegal or unenforceable, the same shall not affect any other provision of this Note and the remaining provisions of this Note shall remain in full force and effect. No failure by Holder to exercise, and no delay in exercising, any
right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Holder of any right or power hereunder preclude any other or further exercise thereof or the exercise of any other right or power. No waiver
or modification of any of the terms or provisions of this Note shall be valid or binding unless set forth in a writing signed by a duly authorized officer of Holder, and then only to the extent therein specifically set forth. 

Holder and its assignee may assign this Note, in whole or in part, without notice to Maker, and upon such assignment Maker agrees not to
assert against any assignee hereof any defense, set-off, recoupment, claim, counterclaim or cross-claim which Maker may have against Holder, whether arising hereunder or otherwise. All of the rights, remedies, options, privileges and elections given
to the original Holder hereunder shall inure to the benefit of, any assignee or holder of this Note, and their respective successors and assigns, and all the terms conditions, promises, covenants, provisions and warranties of this Note shall inure
to the benefit of and shall bind the representatives, successors and assigns of the respective parties. 
 MAKER, AND ANY ENDORSER HEREOF
AGREE TO THE EXCLUSIVE VENUE AND JURISDICTION OF ANY STATE OR FEDERAL COURT PRESIDING IN MECKLENBURG COUNTY NORTH CAROLINA FOR ALL ACTIONS, PROCEEDINGS, CLAIMS, COUNTERCLAIMS OR CROSSCLAIMS ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF,
OR IN ANY WAY RELATED TO THIS NOTE, WITH THE SOLE EXCEPTIONS THAT AN ACTION TO RECOVER POSSESSION OF ALL OR PART OF THE COLLATERAL OR ANY OTHER ASSETS OF ANY MAKER, ENDORSER OR GUARANTOR HOWEVER DENOMINATED, MAY, IN THE SOLE DISCRETION OF THE
HOLDER, BE BROUGHT IN A STATE OR FEDERAL COURT HAVING JURISDICTION OVER THE COLLATERAL, AND/OR SUCH OTHER ASSETS, AND THAT JUDGMENTS MAY BE CONFESSED, ENTERED, OR ENFORCED IN ANY JURISDICTION WHERE ANY MAKER, OR ENDORSER OR THE COLLATERAL AND/OR ANY
OTHER ASSETS OF ANY MAKER OR ENDORSER MAY BE LOCATED. MAKER AND ANY ENDORSER HEREOF EACH WAIVE ANY RIGHT THEY OR ANY OF THEM MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT IN ACCORDANCE HEREWITH. MAKER AND ANY ENDORSER EACH
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS, DEFENSES, COUNTERCLAIMS, CROSSCLAIMS AND SETOFF OR RECOUPMENT CLAIMS ARISING EITHER DIRECTLY OR INDIRECTLY BETWEEN OR AMONG THEM
AND/OR INVOLVING ANY PERSON OR ENTITY CLAIMING ANY RIGHTS ACQUIRED BY, THROUGH OR UNDER ANY PARTY AND FURTHER WAIVES ANY AND ALL RIGHT TO CLAIM OR RECOVER ANY PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO ACTUAL
DAMAGES. 
 Maker may prepay this Note in full at any time. Upon prepayment, Maker will receive a rebate of the unearned portion of the
finance charge calculated using an actuarial method or such other method as required by applicable law minus a prepayment premium equal to the lesser of: (a) .00167 of the amount prepaid for every month or fraction thereof remaining under the
term of this Note and; (b) the maximum prepayment and/or acquisition charge allowed by applicable law. All accrued and unpaid Late Charges and other amounts chargeable to Maker under this Note will be payable immediately upon such prepayment.

 Maker hereby authorizes Holder to disclose to third-parties certain financial information relating to Maker which Holder has obtained or
will hereafter obtain including but not limited to payment histories, balances and due dates. 
 The undersigned, if more than one, shall be jointly and
severally liable hereunder and all provisions hereof shall apply to each of them. 
  

									
	  
				  

	(CO-MAKER)				(MAKER)
					
	By:		  
				By:		  

					
	Its:		  
				Its:		  

			 (Title)
						 (Title)

			
	  
				  

	(Witness to Co-Maker’s Signature)				(Witness to Maker’s Signature)








 MAKER’S NAME 

Address 
 City, State, Zip 

Date 
 Commercial Credit Group Inc. 

212 South Tryon Street, Suite 1400 
 Charlotte, NC 28281 

 

	 	Re:	Promissory note in the amount of $         dated              between
                     as Maker and Commercial Credit Group Inc. as Holder. 


Gentlemen: 
 Please accept this letter as our unconditional
authorization and request for you to disburse the proceeds due us of the above referenced agreement as follows: 
  

					
	$            		To                    		
			
	$            		To                    		


 Payment as outlined above will in all respects be the equivalent of payment made directly to us and represents the
entire amount due us. 
  

			
	Sincerely,
	
	MAKER NAME
		
	By:		  

		
	Its:		  









 LEASE AGREEMENT (“Lease”) - COMMERCIAL CREDIT GROUP INC. (“Lessor”)

  

													
	“LESSEE”	 		 		 		 	“SUPPLIER”	 		 	
	  
	 		 	  

	(Name)	 		 		 		 	(Name)	 		 	
	  
	 		 	  

	(Address)	 		 		 		 	(Address)	 		 	
	  
	 		 	  

	(City)	 	(County)    	 	(State & zip code)    	 		 	(City)	 	(County)    	 	(State & zip code)    
	  
	 		 	  

	(Tax I.D Number)	 		 		 		 	(Tax I.D. Number)	 		 	

  

	
	 Description of Property leased (including make, year, model, specifications and serial number):

 


  

			
	Location of Property if different from Lessee’s address above (street, city, county, state, zip):	 	  


  

													
	 Amount of Each Rent  
Installment  
	 	
Total Number of  
Rent Installments  
	 	 Total Rent    
	 	
Initial Term of Lease  
(Number of Months)  
	 	
First Rent Installment Plus  
Any Advance Rent  
	 	 Due Date of Second  
Rent
Installment  
	 	 Monthly
Renewal Rent

		 		 		 		 		 		 	
	Plus All Taxes	 		 	Plus All Taxes	 		 	Plus All Taxes	 		 	Plus All Taxes

 1. Lessee hereby leases from Lessor, and Lessor leases to Lessee, the Property described above and in any
schedule made part hereof (herein called “Property”) which Lessee warrants shall be used for commercial purposes only and not for any agricultural purpose. Lessee hereby agrees and promises to pay to Lessor at such place as the Lessor may
from time to time appoint the Total Rent equal to the number of rent installments specified herein multiplied by the amount of each rent installment. The initial term of this Lease commences upon the acceptance hereof by Lessor and ends upon the
expiration of the number of months specified above (for the initial Lease term) after the rent commencement date, which date shall be the date upon which the supplier ships the Property to Lessee. Any deposit or acceptance of such sum by Lessor
shall not be deemed acceptance of this Lease. In no event shall the first rent installment or advance rent be refunded to Lessee. Any advance rent is paid to Lessor without charge or interest and may be applied by Lessor, in its sole discretion,
against the unpaid installments of rent hereunder in the inverse order of their respective maturities, but Lessor shall not be obligated to do so. Rent installments for the initial term shall continue on the same date of each successive month until
the Total Rent and any other sums payable hereunder are paid in full. Lessee will pay in advance to Lessor, if so requested, any personal property tax as estimated by Lessor, pro-rated on a monthly basis. 

2. Lessee requests Lessor to purchase Property of the type and quantity specified above from the Supplier named above and agrees upon written
acceptance hereof, signed at Lessor’s office by an authorized officer of Lessor, to lease said Property from Lessor on the terms and conditions of this Lease. Lessor agrees to order such Property from said Supplier, but shall not be liable for
specific performance of this Lease or for damages if for any reason the supplier delays or fails to fill the order. Lessee shall accept such Property upon delivery, and hereby authorizes Lessor to add to this Lease the serial number of each item of
Property so delivered. Any delay in such delivery shall not affect Lessee’s obligations hereunder. LESSEE REPRESENTS THAT LESSEE HAS SELECTED THE PROPERTY LEASED HEREUNDER PRIOR TO HAVING REQUESTED LESSOR TO PURCHASE THE PROPERTY. LESSEE
AGREES THAT THE PROPERTY IS LEASED “AS IS” AND IS OF A SIZE, DESIGN, CAPACITY AND USE SELECTED BY LESSEE AND LESSEE IS SATISFIED THAT THE PROPERTY IS SUITABLE FOR LESSEE’S PURPOSES AND THAT LESSOR MAKES NO REPRESENTATIONS OR
WARRANTIES ASSOCIATED WITH THE PROPERTY. LESSEE HEREBY EXPRESSLY WAIVES AS TO LESSOR, ALL WARRANTIES WITH RESPECT TO THE PROPERTY INCLUDING BUT NOT LIMITED TO ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
QUALITY, CAPACITY, OR WORKMANSHIP AND ALL EXPRESS OR IMPLIED WARRANTIES AGAINST PATENT OR COPYRIGHT INFRINGEMENTS OR LATENT DEFECTS, WHETEHR APPARENT OR HIDDEN. IN NO EVENT SHALL LESSOR BE LIABLE (INCLUDING WITHOU LIMITATION, ANY THEORY OF TORTS)
FOR ANY LOSS OF USE, REVENUE, ANTICIPATED PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE LEASE OR THE USE, PERFORMANCE OR MAINTENANCE OF THE PROPERTY. Nothing contained herein shall
diminish the right of Lessee to exercise all rights and against any supplier or manufacturer of the Property for any representations, warranties or commitments made by such party, either in a written purchase agreement or purchase order associated
with the Property or any written service agreement; provided however that the exercise of any rights against any supplier or manufacturer shall not alter, suspend, diminish or otherwise affect any of the obligations of Lessee hereunder. No defect or
unfitness of the Property shall relieve Lessee of the obligation to pay rent or of any other obligation under this Lease. 
 3. As used
herein, “Actual Cost” means the cost to Lessor of purchasing and delivering Property to Lessee, including taxes, transportation charges, and other charges and the amount of any transaction charge disclosed below and not paid in cash by
Lessee at the time of acceptance by Lessor. The amount of each Rent Installment, the Advance Rent, and any Renewal Rent set forth above are based on the estimated cost to Lessor and shall each be adjusted proportionally if the Actual Cost differs
from said estimated cost. Lessee hereby irrevocably authorizes Lessor to correct the figures set forth above when the Actual Cost is known, and each Rent Installment shall be increased by any sales or other tax that may be imposed on or measured by
the Rent Installments. If Actual Cost differs from the estimated cost by more than ten percent, Lessor at its option may terminate this Lease by giving written notice to Lessee after receiving notice of Actual Cost. If prior to delivery there shall
occur any event of default hereunder, Lessee shall be liable for Lessor’s damages occasioned thereby, which for purposes of this paragraph only, it is agreed shall be all amounts paid on account of the Property and other charges incurred in
connection with the Lease plus interest thereon at the Acceleration Rate defined below. 
 4. Lessee on demand shall pay a late charges of
5% of any rent installment that has not been fully paid prior to the seventh day after its due date (“Late Charge”) and, after maturity, whether by acceleration or otherwise, to the extent permitted by applicable law, interest on the
entire unpaid total rent at the rate of 1/15 of 1% per day (the “Acceleration Rate”) until this Lease is paid in full plus all collection and other charges and if placed in the hands of an attorney for collection, attorneys’
fees, costs and expenses. In no event shall any Late Charge or the Acceleration Rate exceed any maximum permitted by law. If for any reason any interest rate, late charge, fee or other charge (“Charge”) under this Lease or collected by
Lessor exceeds the maximum amount which may be imposed under applicable law, the amount of such Charge in excess of the maximum shall be void any such excess collected by Lessor shall be applied to the reduction of this Lease or, to the extent
permitted by applicable law, to other obligations of the Lessee owing to Lessor, as Lessor may determine, and any remaining excess shall be refunded to Lessee. 

5. If, upon the expiration of the original or any renewal term hereof, Lessee is not then and has not been in default in any of Lessee’s
obligations to Lessor and this Lease specifies a Renewal Rent amount, Lessee may renew this Lease for one year at the Renewal Rent so specified by giving Lessor written notice of renewal at least sixty days prior to the expiration of the initial or
any renewal term and payment along with such notice of the renewal Rent amount. All of the terms and conditions of this Lease shall apply and be in full force and effect during any and all renewal terms. 

6. To secure the prompt payment, performance and fulfillment of this Lease and all present and future indebtedness and obligations of Lessee
to Lessor, whether joint or several, direct or indirect, absolute or contingent, matured or unmatured, Lessee hereby grants to Lessor a security interest in the Property, and any and all accounts, accounts receivable, chattel paper, contract rights,
documents, equipment, fixtures, general intangibles, goods, instruments, inventory, and other property, wherever located, in which Lessee now or hereafter has any right or interest and in all attachments, accessories, substitutions, replacements,
replacement parts, software and software upgrades and all cash and non-cash proceeds (including any rent, insurance proceeds, accounts and chattel paper arising out of or related to the sale, rental or other disposition thereof) of and to all of the
foregoing (collectively called “Collateral”). Lessee authorizes Lessor to file one or more financing statements or a reproduction hereof as a financing statement in any jurisdiction and Lessee hereby irrevocably appoints Lessor as the true
and lawful attorney-in-fact of Lessee, coupled with an interest, with full power in Lessee’s name, place and stead to execute financing statements on Lessee’s behalf and to do any and all other acts on Lessee’s behalf necessary or
helpful to perfect Lessor’s security interest in the Collateral pursuant to the Uniform Commercial Code (“UCC”) or other applicable law. 

7. Lessee hereby assumes and shall bear the entire risk of loss of and damage to Property from any and every cause whatsoever. Lessee, at its
sole cost and expense, shall maintain “all risks” property insurance, in an amount at least equal to the full replacement value of the Property, and comprehensive general liability insurance (as primary insurance for Lessee and Lessor)
each with respect to the Property in such amounts and with such carriers as Lessor shall require and each naming Lessor as additional insured. Each policy shall be delivered to Lessor and shall expressly provide that said insurance as to Lessor and
its assigns shall not be invalidated by any act, omission or neglect of Lessee, and that the insurer shall give thirty (30) days written notice to Lessor of the alteration or cancellation of the policy. No loss of or damage to Property or any
part thereof shall impair any obligation of Lessee hereunder, which shall continue in full force and effect. In the event of damage of any kind whatsoever to any item of Property (unless the same be damaged beyond repair), Lessee, at the option of
Lessor, shall at Lessee’s expense place the same in good repair condition and working order, or replace the same with like Property of the same make and the same or a later model, in good repair, condition and working order. The proceeds of any
insurance payable as a result of loss of or damages to Property shall be applied, at the option of Lessor, toward the replacement, restoration or repair of Property. Lessor may apply the proceeds of any of said insurance to replace or repair
Property and/or to satisfy, in whole or in part, Lessee’s obligations to Lessor. Lessee hereby irrevocably appoints Lessor as Lessee’s attorney-in-fact to make claim for, receive payment of and execute and endorse all documents, checks or
drafts received in payment for loss or damage under any of said insurance. Notwithstanding the above, Lessor has the right, but not the obligation, to obtain insurance on the Property protecting Lessor at Lessee’s expense and to maintain such
insurance at Lessee’s expense unless written evidence of such insurance satisfactory to Lessor is provided to Lessor when and as requested by Lessor, Lessee’s expense shall include the full premium paid by Lessor for such insurance and any
customary charges or fees of Lessor and of any designee associated with such insurance. Lessee shall pay such amounts on demand plus interest on such amount at the Acceleration Rate until paid in full. If Property, or any portion thereof, is
determined by Lessor to be lost, stolen, destroyed or damaged beyond repair, Lessee shall immediately pay Lessor therefor in cash an amount equal to the sum of: (a) all unpaid rent installments and other amounts chargeable to Lessee under this
Lease as of the date of prepayment; and (b) the present value, as of the date of prepayment, of all future rent installments due hereunder discounted from their respective due dates to present value using the Federal Discount Rate in effect as
of the date of this Lease or as of the date of prepayment, whichever is lower; and (c) the purchase option price, or if no purchase option is offered, the Fair Market Value of the Property prior to such theft or damage, but in no event shall
the Fair Market Value be less than the amount carried on Lessor’s books and records; and (d) all applicable taxes (collectively called “Termination Value”). For purposes of calculating the Termination Value, “Fair
Market Value” shall be determined on the basis of, and shall be equal in amount to, the value which the Property would obtain in an arms length sale transaction between an informed and willing buyer-user (other than a buyer currently in
possession) and an informed and willing seller under no compulsion to sell and assuming that the Property is then in the condition required under the terms of this Lease. If Lessor and Lessee are unable to agree upon a determination of the Fair
Market Value of such Property, such value shall be determined in accordance with the foregoing definition by a qualified independent appraiser selected by Lessor. Upon payment as aforesaid, this Lease shall terminate with respect to the items of
Property involved. Lessee may prepay this Lease at any time by giving Lessor a minimum of 14 days prior written notice and paying an amount, in good funds, equal to the Termination Value. 

8. Lessee shall be in default upon the occurrence of any of the following: (a) Lessee defaults in the prompt payment, performance or
fulfillment of this Lease or any other agreement with Lessor; (b) Lessee shall fail to punctually and faithfully fulfill or perform any of the terms, conditions, promises, covenants, provisions and warranties contained in this Lease or in any
present or future agreement or instrument made by Lessee and held by Lessor; (c) Lessee or any guarantor of any obligations of Lessee under the Lease (“Guarantor”) ceases to do business, becomes insolvent, declares bankruptcy, or
makes an assignment for the benefit of creditors; (d) Any of the warranties, covenants or representations made by Lessee or any Guarantor to Lessor be or become untrue or incorrect in any adverse respect; (e) A change in the management,
operations, ownership or control of Lessee; (f) Lessor at any time deems the Property in danger of misuse, concealment or misappropriation or the security afforded by this Lease unsafe, inadequate or at any risk. 







 9. Upon any default by Lessee, Lessee shall immediately deliver possession of Property to Lessor
and Lessor, without demand or notice, may exercise any of the following remedies: (a) Declare the balance of this Lease (as calculated by using the Termination Value in section 8) (“Balance”) immediately due and payable;
(b) Recover the Balance; (c) Take possession of all or part the Collateral, at any time, wherever it may be, and to enter any premises, with or without process of law, and search for, take possession of, remove, or keep and store the
Collateral on said premises until sold, without liability for trespass nor charge for storage; (d) Retain the Property and all prior payments of rent; (e) Sell the Collateral or any part thereof at public or private sale, for cash or on
credit, and on such terms as Lessor may in its sole discretion elect, in such county and at such places as Lessor may elect and without having the Collateral at the place of sale. In the event Lessor sells all or part of the Collateral at public or
private sale, then (i) Lessor shall not be required to refurbish, repair or otherwise incur any expenses in preparing Collateral for sale but may sell its interest therein on an “as-is,” “where-is” basis; (ii) Lessor
may bid or become the purchaser at any such sale; (iii) Any public sale will be deemed commercially reasonable if notice thereof shall be mailed to Lessee at least 10 days before such sale and advertised in at least one newspaper of general
circulation in the area of the sale at least twice prior to the date of sale and if upon terms of 25% cash down with the balance payable within 24 hours; (iv) The proceeds of any public sale shall be applied first to pay all costs, expenses and
charges for searching, taking, removing, keeping, advertising and selling the Collateral, including attorneys’ fees, costs and expenses and second to the payment, partly or entirely, of the Balance hereunder, then to any other indebtedness of
Lessee to Lessor as Lessor may in its sole discretion elect, returning the excess, if any, to Lessee or such other party in interest as required by law, Lessee shall remain liable to Lessor for any deficiency plus late charges thereon as provided
above; (v) Any private sale shall be deemed commercially reasonable if notice thereof shall be mailed to Lessee at least 10 days before the sale date stated therein and credit given for the full price stated, less attorneys’ fees, costs
and expenses; (e) Pursue any other remedy permitted by law or equity. It is agreed that any amounts to be retained by Lessor and the Balance to be paid by Lessee under this paragraph shall not be as a penalty but as liquidated damages for the
breach hereof. The remedies provided for herein may be exercised, to the extent permitted by law, successively or concurrently and the exercise of one shall not bar any other. Notwithstanding any termination of this Lease by expiration or otherwise,
Lessee shall remain liable for the due performance and payment of all obligations incurred or arising hereunder, whenever accruing, and Lessor shall be entitled to enforce all rights and remedies it has hereunder. 

10. LESSEE AGREES TO THE EXCLUSIVE VENUE AND JURISDICTION OF ANY STATE OR FEDERAL COURT PRESIDING IN MECKLENBERG COUNTY NORTH CAROLINA FOR
ALL ACTIONS, PROCEEDINGS, CLAIMS, COUNTERCLAIMS OR CROSSCLAIMS ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, OR IN ANY WAY RELATED TO THIS LEASE, WITH THE SOLE EXCEPTIONS THAT AN ACTION TO RECOVER POSSESSION OF ALL OR PART OF THE
COLLATERAL OR ANY OTHER ASSETS OF THE LESSEE OR ANY GUARANTOR HOWEVER DENOMINATED, MAY, IN THE SOLE DISCRETION OF THE LESSOR, BE BROUGHT IN A STATE OR FEDERAL COURT HAVING JURISDICTION OVER THE COLLATERAL, AND/OR SUCH OTHER ASSETS, AND THAT
JUDGMENTS MAY BE CONFESSED, ENTERED, OR ENFORCED IN ANY JURISDICTION WHERE THE LESSEE OR ANY GUARANTOR, OR THE COLLATERAL AND/OR ANY OTHER ASSETS OF THE LESSEE OR ANY GUARANTOR MAY BE LOCATED. LESSEE WAIVES ANY RIGHT TO TRANSFER OR CHANGE THE VENUE
OF ANY LITIGATION BROUGHT IN ACCORDANCE HEREWITH. LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS, DEFENSES, COUNTERCLAIMS, CROSSCLAIMS AND SETOFF OR RECOUPMENT CLAIMS ARISING
EITHER DIRECTLY OR INDIRECTLY BETWEEN OR AMONG THEM AND/OR INVOLVING ANY PERSON OR ENTITY CLAIMING ANY RIGHTS ACQUIRED BY, THROUGH OR UNDER ANY PARTY AND FURTHER WAIVES ANY AND ALL RIGHT TO CLAIM OR RECOVER ANY PUNITIVE OR CONSEQUENTIAL DAMAGES OR
ANY DAMAGES OTHER THAN, OR IN ADDITION TO ACTUAL DAMAGES. 
 11. Lessor may at any time, with or without exercising any of the rights or
remedies aforesaid and without prior notice or demand to Lessee, appropriate and apply toward the payment of Lessee’s obligations to Lessor hereunder any and all balances, sums, property, credits, deposits, accounts, reserves, collections,
drafts, notes or checks coming into Lessor’s possession and belonging or owing to Lessee, and for such purposes, endorse the name of Lessee on any such instrument made payable to Lessee for deposit, negotiation, discount or collection. Such
applications may be made, or any monies paid to Lessor may be applied, without notice to Lessee, partly or entirely to Lessee’s obligations to Lessor as Lessor in its sole discretion may elect. In its sole discretion Lessor may apply and/or
change applications of any sums paid and/or to be paid by or for Lessee, under any circumstances, to any obligations of Lessee to Lessor, presently existing or otherwise. 

12. No failure to exercise, no delay in exercising, and no single or partial exercise on the part of Lessor of any right, privilege, remedy,
or power under the Lease, shall operate as a waiver thereof or preclude Lessor from exercising any other right, privilege, remedy or power under this Lease whether or not Lessee is in default hereunder. No waiver of any provision of the Lease shall
be effective unless in writing, signed by a duly authorized officer of the party to be charged, and no amendment, supplement or other modification of the Lease shall be effective unless in writing signed by each of the parties to the Lease. This
instrument constitutes the entire agreement between Lessor and Lessee. This Lease cannot be modified or terminated orally. Except as provided in section 3 hereof, only a written instrument, signed by an officer of Lessor, shall be effective to
modify or terminate any obligation of Lessee to Lessor, this Lease or any other agreement between Lessee and Lessor but only to the extent therein specifically set forth therein. No agent or employee of the supplier is authorized to bind Lessor to
this Lease, to waive or alter any term or conditions contained herein or add any provision hereto. 
 13. Lessor and its assignee may assign
this Lease and/or encumber or mortgage the Property, in whole or in part, without notice to Lessee, and upon such assignment Lessee agrees not to assert against any assignee hereof any defense, set-off, recoupment, claim, counterclaim or cross-claim
which Lessee may have against Lessor, whether arising hereunder or otherwise, and such assignee shall be entitled to at least the same rights but none of the obligations of Lessor. All of the rights, remedies, options, privileges and elections given
to the original Lessor hereunder shall enure to the benefit of, any assignee or holder of this Lease, and their respective successors and assigns, and all the terms conditions, promises, covenants, provisions and warranties of this Lease shall enure
to the benefit of and shall bind the representatives, successors and assigns of the respective parties. 
 14. Lessee represents and
warrants the Property is and shall remain the property of Lessor and Lessee, at its own cost and expense, shall protect and defend the title of Lessor. Lessee shall at all times keep Property free and clear from all liens, attachments, levies,
encumbrances and charges or other judicial process (other than Lessor’s), shall give Lessor immediate written notice thereof and shall indemnify and save Lessor harmless from any loss or damage caused thereby. Lessee shall have no right, title
or interest in or to Property by virtue of this Lease or any other agreement or any payment made by Lessee or otherwise; Lessee’s interest in the Property being that of a lessee only. The Property shall remain personal property even though
installed in or attached to real property. No invoice issued prior to complete performance of this Lease shall operate to pass title to Lessee. All property, goods, accessories, additions, improvements parts and replacements for or which are added
to or become attached to Property and any proceeds thereof shall immediately become the property of Lessor and shall be deemed incorporated in Property and subject to the terms of this Lease as if originally leased hereunder. Without Lessor’s
prior written consent, Lessee shall not (a) assign, transfer, pledge, hypothecate or otherwise dispose of this Lease or any interest therein, or (b) sublet or lend Property or any part thereof, or permit it to be used by anyone other than
Lessee or Lessee’s employees. 
 15. For the Lease Term, for so long as no Default has occurred and is continuing, Lessor assigns to
Lessee (to the extent permitted by law) any right Lessor may have against Supplier and to enforce, at Lessee’s expense (if any) any product warranties with respect to the Property, provided however, that Lessee shall indemnify and defend Lessor
(and its assigns) from any and all claims, expenses, damages, losses and liabilities incurred or suffered in connection with any such enforcement. Lessee acknowledges that (a) Lessee has reviewed any written purchase agreement or purchase order
and approved same or (b) Lessor has informed or advised Lessee either previously or through the Lease, of the following (i) the identity of the Supplier, (ii) that Lessee may have rights against the Supplier and (iii) that you
may contact the Supplier for a description of any such rights. Lessee agrees that (i) the Lease is a finance lease as defined in Article 2A of the applicable UCC, Lessor shall be entitled to all benefits applicable to a transaction that
qualifies as a finance lease under the aforementioned Article 2A and (iii) to the extent permitted by law, Lessee waives any and all rights and remedies conferred upon it under the aforementioned Article 2A. Lessee warrants and represents that
no item of Equipment has been delivered to Lessee prior to the date of Lessor’s acceptance hereof, which shall be deemed the date of this Lease. Lessee will deliver to Lessor a delivery/acceptance receipt (Lessor’s form) for each and every
item immediately upon Lessor’s request. At Lessor’s request, Lessee will furnish current financial statements satisfactory to Lessor in form, preparation and content. 

16. Lessee shall use Property in a careful manner and shall comply with all laws relating to its possession, use and maintenance. Lessee
agrees that any maintenance service to be performed is the sole obligation of Lessee who may arrange for same with the supplier of Property. The Property shall be delivered and thereafter kept at the location specified above or, if none is
specified, at Lessee’s address as set forth above, and in no event shall the Property or the Collateral be removed therefrom or from the 48 contiguous States of the United States without Lessor’s prior written consent. Lessor may, for the
purpose of inspection, at all reasonable times, enter upon any premises where Property is located and may remove Property forth with, without notice to Lessee, if Property is, in the opinion of Lessor, being used beyond its capacity or in any manner
improperly cared for or abused. If Lessor supplies Lessee with labels stating that Property is owned by Lessor, Lessee shall affix and keep same in a prominent place on each item of Property. Lessee, at its expense, shall keep Property in good
repair and furnish all parts, mechanisms and devices required therefore. Lessee shall not make any alterations, additions or improvements to Property without Lessor’s prior written consent 

17. Upon the expiration or earlier termination of this Lease, Lessee at its sole expense, shall return Property in good repair, ordinary wear
and tear resulting from proper use thereof alone excepted, by delivering it to such place as Lessor may specify. If Lessor, for any reason, does not receive the Property immediately upon the expiration of the term hereof and there is no renewal
under section 6 hereof, Lessee shall pay to Lessor as use and occupancy of the Property or any portion thereof for each month or portion thereof, between the date of expiration and the date of return of Property, an amount equal to 150% of the
monthly rent specified for the initial lease term and the provisions hereof shall remain in effect and bind Lessee until such return of Property. 

18. Lessee shall hold harmless and indemnify Lessor against any and all claims, actions, proceedings, expenses, attorneys’ fees, costs
and expenses, damages and liabilities, arising in connection with the Property, its manufacture, selection, purchase, delivery, possession, ownership, leasing, renting, control, maintenance, use, operation and/or return and the recovery of claims
under insurance policies thereon. Lessee shall pay promptly when due all charges and taxes (local, state and federal) which may now or hereinafter be imposed upon the ownership, leasing, renting, sale, purchase, possession or use of Property, and
shall save Lessor harmless against any actual or asserted violations and pay all costs, expenses, penalties, interest and charges of every kind in connection therewith or arising therefrom. All obligations of Lessee to indemnify Lessor shall survive
the termination of this Lease. 
 19. All notices relating hereto shall be in writing and delivered in person to an officer of the party to
which such notice is being given or mailed by certified mail to such party at is address specified above or at such other address as may hereafter be specified by like notice by either party to the other. All notices will be deemed effective five
days after mailing by certified mail to the address shown herein for any party. If more than one Lessee is named in this Lease, the liability of each hereunder shall be joint and several. 

20. Intending that each and every provision of this Lease be fully effective and enforceable according to its terms, the parties agree that
the validity, enforceability and effectiveness of each provision hereof and the obligations, rights and remedies of the Lessee and Lessor in any way related to or arising under this Lease or under one or more of Lessee’s obligations to Lessor
shall be governed by and construed in accordance with the laws of the State of Delaware (excluding its choice of law rules). If any one or more provisions hereof are in conflict with any statute or law and thus not valid or enforceable, then each
such provision shall be deemed null and void but only to the extent of such conflict and without invalidating or affecting the remaining provisions hereof. This Lease shall be binding upon the heirs, administrators, legal representatives and
successors of the Lessee. 
 21. Lessee hereby authorizes Lessor to disclose to third-parties certain financial information relating to
Lessee which Lessor has obtained or will hereafter obtain including but not limited to payment histories, balances and due dates. 
  

													
											DATE		  

	Accepted By: COMMERCIAL CREDIT GROUP INC.				LESSEE(S):		
					
	At Its		  
		Office				  

					
	By:		  
				By:		  

			(Title)        								(Title)
				
	Date:		  
				  

					(Witness to Lessee’s Signature)		








 LEASE AGREEMENT (“Lease”) - COMMERCIAL CREDIT GROUP INC. (“Lessor”)

  

													
	“LESSEE”	 		 		 		 	“SUPPLIER”	 		 	
	  
	 		 	  

	(Name)	 		 		 		 	(Name)	 		 	
	  
	 		 	  

	(Address)	 		 		 		 	(Address)	 		 	
	  
	 		 	  

	(City)	 	(County)    	 	(State & zip code)    	 		 	(City)	 	(County)    	 	(State & zip code)    
	  
	 		 	  

	(Tax I.D Number)	 		 		 		 	(Tax I.D. Number)	 		 	

  

	
	 Description of Property leased (including make, year, model, specifications and serial number):

 


  

			
	Location of Property if different from Lessee’s address above (street, city, county, state, zip):	 	  


  

																					
	Amount of Each Rent
Installment	 	  	Total Number of
Rent Installments	  	Total Rent	 	  	Initial Term of Lease
(Number of Months)	  	First Rent Installment Plus
Any Advance Rent	 	  	Due Date of Second
Rent Installment	  	Monthly
Renewal Rent	 
	$	            	  	  		  	$	            	  	  		  	$	            	  	  		  	$	            	  
	 	Plus All Taxes	  	  		  	 	Plus All Taxes	  	  		  	 	Plus All Taxes	  	  		  	 	Plus All Taxes	  

 1. Lessee hereby leases from Lessor, and Lessor leases to Lessee, the Property described above and in any
schedule made part hereof (herein called “Property”) which Lessee warrants shall be used for commercial purposes only and not for any agricultural purpose. Lessee hereby agrees and promises to pay to Lessor at such place as the Lessor may
from time to time appoint the Total Rent equal to the number of rent installments specified herein multiplied by the amount of each rent installment. The initial term of this Lease commences upon the acceptance hereof by Lessor and ends upon the
expiration of the number of months specified above (for the initial Lease term) after the rent commencement date, which date shall be the date upon which the supplier ships the Property to Lessee. Any deposit or acceptance of such sum by Lessor
shall not be deemed acceptance of this Lease. In no event shall the first rent installment or advance rent be refunded to Lessee. Any advance rent is paid to Lessor without charge or interest and may be applied by Lessor, in its sole discretion,
against the unpaid installments of rent hereunder in the inverse order of their respective maturities, but Lessor shall not be obligated to do so. Rent installments for the initial term shall continue on the same date of each successive month until
the Total Rent and any other sums payable hereunder are paid in full. Lessee will pay in advance to Lessor, if so requested, any personal property tax as estimated by Lessor, pro-rated on a monthly basis. 

2. Lessee requests Lessor to purchase Property of the type and quantity specified above from the Supplier named above and agrees upon written
acceptance hereof, signed at Lessor’s office by an authorized officer of Lessor, to lease said Property from Lessor on the terms and conditions of this Lease. Lessor agrees to order such Property from said Supplier, but shall not be liable for
specific performance of this Lease or for damages if for any reason the supplier delays or fails to fill the order. Lessee shall accept such Property upon delivery, and hereby authorizes Lessor to add to this Lease the serial number of each item of
Property so delivered. Any delay in such delivery shall not affect Lessee’s obligations hereunder. LESSEE REPRESENTS THAT LESSEE HAS SELECTED THE PROPERTY LEASED HEREUNDER PRIOR TO HAVING REQUESTED LESSOR TO PURCHASE THE PROPERTY. LESSEE
AGREES THAT THE PROPERTY IS LEASED “AS IS” AND IS OF A SIZE, DESIGN, CAPACITY AND USE SELECTED BY LESSEE AND LESSEE IS SATISFIED THAT THE PROPERTY IS SUITABLE FOR LESSEE’S PURPOSES AND THAT LESSOR MAKES NO REPRESENTATIONS OR
WARRANTIES ASSOCIATED WITH THE PROPERTY. LESSEE HEREBY EXPRESSLY WAIVES AS TO LESSOR, ALL WARRANTIES WITH RESPECT TO THE PROPERTY INCLUDING BUT NOT LIMITED TO ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
QUALITY, CAPACITY, OR WORKMANSHIP AND ALL EXPRESS OR IMPLIED WARRANTIES AGAINST PATENT OR COPYRIGHT INFRINGEMENTS OR LATENT DEFECTS, WHETEHR APPARENT OR HIDDEN. IN NO EVENT SHALL LESSOR BE LIABLE (INCLUDING WITHOU LIMITATION, ANY THEORY OF TORTS)
FOR ANY LOSS OF USE, REVENUE, ANTICIPATED PROFITS OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE LEASE OR THE USE, PERFORMANCE OR MAINTENANCE OF THE PROPERTY. Nothing contained herein shall
diminish the right of Lessee to exercise all rights and against any supplier or manufacturer of the Property for any representations, warranties or commitments made by such party, either in a written purchase agreement or purchase order associated
with the Property or any written service agreement; provided however that the exercise of any rights against any supplier or manufacturer shall not alter, suspend, diminish or otherwise affect any of the obligations of Lessee hereunder. No defect or
unfitness of the Property shall relieve Lessee of the obligation to pay rent or of any other obligation under this Lease. 
 3. As used
herein, “Actual Cost” means the cost to Lessor of purchasing and delivering Property to Lessee, including taxes, transportation charges, and other charges and the amount of any transaction charge disclosed below and not paid in cash by
Lessee at the time of acceptance by Lessor. The amount of each Rent Installment, the Advance Rent, and any Renewal Rent set forth above are based on the estimated cost to Lessor and shall each be adjusted proportionally if the Actual Cost differs
from said estimated cost. Lessee hereby irrevocably authorizes Lessor to correct the figures set forth above when the Actual Cost is known, and each Rent Installment shall be increased by any sales or other tax that may be imposed on or measured by
the Rent Installments. If Actual Cost differs from the estimated cost by more than ten percent, Lessor at its option may terminate this Lease by giving written notice to Lessee after receiving notice of Actual Cost. If prior to delivery there shall
occur any event of default hereunder, Lessee shall be liable for Lessor’s damages occasioned thereby, which for purposes of this paragraph only, it is agreed shall be all amounts paid on account of the Property and other charges incurred in
connection with the Lease plus interest thereon at the Acceleration Rate defined below. 
 4. Lessee on demand shall pay a late charges of
5% of any rent installment that has not been fully paid prior to the seventh day after its due date (“Late Charge”) and, after maturity, whether by acceleration or otherwise, to the extent permitted by applicable law, interest on the
entire unpaid total rent at the rate of 1/15 of 1% per day (the “Acceleration Rate”) until this Lease is paid in full plus all collection and other charges and if placed in the hands of an attorney for collection, attorneys’
fees, costs and expenses. In no event shall any Late Charge or the Acceleration Rate exceed any maximum permitted by law. If for any reason any interest rate, late charge, fee or other charge (“Charge”) under this Lease or collected by
Lessor exceeds the maximum amount which may be imposed under applicable law, the amount of such Charge in excess of the maximum shall be void any such excess collected by Lessor shall be applied to the reduction of this Lease or, to the extent
permitted by applicable law, to other obligations of the Lessee owing to Lessor, as Lessor may determine, and any remaining excess shall be refunded to Lessee. 

5. If, upon the expiration of the original or any renewal term hereof, Lessee is not then and has not been in default in any of Lessee’s
obligations to Lessor and this Lease specifies a Renewal Rent amount, Lessee may renew this Lease for one year at the Renewal Rent so specified by giving Lessor written notice of renewal at least sixty days prior to the expiration of the initial or
any renewal term and payment along with such notice of the renewal Rent amount. All of the terms and conditions of this Lease shall apply and be in full force and effect during any and all renewal terms. 

6. To secure the prompt payment, performance and fulfillment of this Lease and all present and future indebtedness and obligations of Lessee
to Lessor, whether joint or several, direct or indirect, absolute or contingent, matured or unmatured, Lessee hereby grants to Lessor a security interest in the Property and in all attachments, accessories, substitutions, replacements, replacement
parts, software and software upgrades and all cash and non-cash proceeds (including any rent, insurance proceeds, accounts and chattel paper arising out of or related to the sale, rental or other disposition thereof) of and to all of the foregoing
(collectively called “Collateral”). Lessee authorizes Lessor to file one or more financing statements or a reproduction hereof as a financing statement in any jurisdiction and Lessee hereby irrevocably appoints Lessor as the true and
lawful attorney-in-fact of Lessee, coupled with an interest, with full power in Lessee’s name, place and stead to execute financing statements on Lessee’s behalf and to do any and all other acts on Lessee’s behalf necessary or helpful
to perfect Lessor’s security interest in the Collateral pursuant to the Uniform Commercial Code (“UCC”) or other applicable law. 

7. Lessee hereby assumes and shall bear the entire risk of loss of and damage to Property from any and every cause whatsoever. Lessee, at its
sole cost and expense, shall maintain “all risks” property insurance, in an amount at least equal to the full replacement value of the Property, and comprehensive general liability insurance (as primary insurance for Lessee and Lessor)
each with respect to the Property in such amounts and with such carriers as Lessor shall require and each naming Lessor as additional insured. Each policy shall be delivered to Lessor and shall expressly provide that said insurance as to Lessor and
its assigns shall not be invalidated by any act, omission or neglect of Lessee, and that the insurer shall give thirty (30) days written notice to Lessor of the alteration or cancellation of the policy. No loss of or damage to Property or any
part thereof shall impair any obligation of Lessee hereunder, which shall continue in full force and effect. In the event of damage of any kind whatsoever to any item of Property (unless the same be damaged beyond repair), Lessee, at the option of
Lessor, shall at Lessee’s expense place the same in good repair condition and working order, or replace the same with like Property of the same make and the same or a later model, in good repair, condition and working order. The proceeds of any
insurance payable as a result of loss of or damages to Property shall be applied, at the option of Lessor, toward the replacement, restoration or repair of Property. Lessor may apply the proceeds of any of said insurance to replace or repair
Property and/or to satisfy, in whole or in part, Lessee’s obligations to Lessor. Lessee hereby irrevocably appoints Lessor as Lessee’s attorney-in-fact to make claim for, receive payment of and execute and endorse all documents, checks or
drafts received in payment for loss or damage under any of said insurance. Notwithstanding the above, Lessor has the right, but not the obligation, to obtain insurance on the Property protecting Lessor at Lessee’s expense and to maintain such
insurance at Lessee’s expense unless written evidence of such insurance satisfactory to Lessor is provided to Lessor when and as requested by Lessor, Lessee’s expense shall include the full premium paid by Lessor for such insurance and any
customary charges or fees of Lessor and of any designee associated with such insurance. Lessee shall pay such amounts on demand plus interest on such amount at the Acceleration Rate until paid in full. If Property, or any portion thereof, is
determined by Lessor to be lost, stolen, destroyed or damaged beyond repair, Lessee shall immediately pay Lessor therefor in cash an amount equal to the sum of: (a) all unpaid rent installments and other amounts chargeable to Lessee under this
Lease as of the date of prepayment; and (b) the present value, as of the date of prepayment, of all future rent installments due hereunder discounted from their respective due dates to present value using the Federal Discount Rate in effect as
of the date of this Lease or as of the date of prepayment, whichever is lower; and (c) the purchase option price, or if no purchase option is offered, the Fair Market Value of the Property prior to such theft or damage, but in no event shall
the Fair Market Value be less than the amount carried on Lessor’s books and records; and (d) all applicable taxes (collectively called “Termination Value”). For purposes of calculating the Termination Value, “Fair
Market Value” shall be determined on the basis of, and shall be equal in amount to, the value which the Property would obtain in an arms length sale transaction between an informed and willing buyer-user (other than a buyer currently in
possession) and an informed and willing seller under no compulsion to sell and assuming that the Property is then in the condition required under the terms of this Lease. If Lessor and Lessee are unable to agree upon a determination of the Fair
Market Value of such Property, such value shall be determined in accordance with the foregoing definition by a qualified independent appraiser selected by Lessor. Upon payment as aforesaid, this Lease shall terminate with respect to the items of
Property involved. Lessee may prepay this Lease at any time by giving Lessor a minimum of 14 days prior written notice and paying an amount, in good funds, equal to the Termination Value. 

8. Lessee shall be in default upon the occurrence of any of the following: (a) Lessee defaults in the prompt payment, performance or
fulfillment of this Lease or any other agreement with Lessor; (b) Lessee shall fail to punctually and faithfully fulfill or perform any of the terms, conditions, promises, covenants, provisions and warranties contained in this Lease or in any
present or future agreement or instrument made by Lessee and held by Lessor; (c) Lessee or any guarantor of any obligations of Lessee under the Lease (“Guarantor”) ceases to do business, becomes insolvent, declares bankruptcy, or
makes an assignment for the benefit of creditors; (d) Any of the warranties, covenants or representations made by Lessee or any Guarantor to Lessor be or become untrue or incorrect in any adverse respect; (e) A change in the management,
operations, ownership or control of Lessee; (f) Lessor at any time deems the Property in danger of misuse, concealment or misappropriation or the security afforded by this Lease unsafe, inadequate or at any risk. 

9. Upon any default by Lessee, Lessee shall immediately deliver possession of Property to Lessor and Lessor, without demand or notice, may
exercise any of the following remedies: (a) Declare the balance of this Lease (as calculated by using the Termination Value in section 8) (“Balance”) immediately due and payable; (b) Recover the Balance; (c) Take








 
possession of all or part the Collateral, at any time, wherever it may be, and to enter any premises, with or without process of law, and search for, take possession of, remove, or keep and store
the Collateral on said premises until sold, without liability for trespass nor charge for storage; (d) Retain the Property and all prior payments of rent; (e) Sell the Collateral or any part thereof at public or private sale, for cash or
on credit, and on such terms as Lessor may in its sole discretion elect, in such county and at such places as Lessor may elect and without having the Collateral at the place of sale. In the event Lessor sells all or part of the Collateral at public
or private sale, then (i) Lessor shall not be required to refurbish, repair or otherwise incur any expenses in preparing Collateral for sale but may sell its interest therein on an “as-is,” “where-is” basis; (ii) Lessor
may bid or become the purchaser at any such sale; (iii) Any public sale will be deemed commercially reasonable if notice thereof shall be mailed to Lessee at least 10 days before such sale and advertised in at least one newspaper of general
circulation in the area of the sale at least twice prior to the date of sale and if upon terms of 25% cash down with the balance payable within 24 hours; (iv) The proceeds of any public sale shall be applied first to pay all costs, expenses and
charges for searching, taking, removing, keeping, advertising and selling the Collateral, including attorneys’ fees, costs and expenses and second to the payment, partly or entirely, of the Balance hereunder, then to any other indebtedness of
Lessee to Lessor as Lessor may in its sole discretion elect, returning the excess, if any, to Lessee or such other party in interest as required by law, Lessee shall remain liable to Lessor for any deficiency plus late charges thereon as provided
above; (v) Any private sale shall be deemed commercially reasonable if notice thereof shall be mailed to Lessee at least 10 days before the sale date stated therein and credit given for the full price stated, less attorneys’ fees, costs
and expenses; (e) Pursue any other remedy permitted by law or equity. It is agreed that any amounts to be retained by Lessor and the Balance to be paid by Lessee under this paragraph shall not be as a penalty but as liquidated damages for the
breach hereof. The remedies provided for herein may be exercised, to the extent permitted by law, successively or concurrently and the exercise of one shall not bar any other. Notwithstanding any termination of this Lease by expiration or otherwise,
Lessee shall remain liable for the due performance and payment of all obligations incurred or arising hereunder, whenever accruing, and Lessor shall be entitled to enforce all rights and remedies it has hereunder. 

10. LESSEE AGREES TO THE EXCLUSIVE VENUE AND JURISDICTION OF ANY STATE OR FEDERAL COURT PRESIDING IN MECKLENBERG COUNTY NORTH CAROLINA FOR
ALL ACTIONS, PROCEEDINGS, CLAIMS, COUNTERCLAIMS OR CROSSCLAIMS ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, OR IN ANY WAY RELATED TO THIS LEASE, WITH THE SOLE EXCEPTIONS THAT AN ACTION TO RECOVER POSSESSION OF ALL OR PART OF THE
COLLATERAL OR ANY OTHER ASSETS OF THE LESSEE OR ANY GUARANTOR HOWEVER DENOMINATED, MAY, IN THE SOLE DISCRETION OF THE LESSOR, BE BROUGHT IN A STATE OR FEDERAL COURT HAVING JURISDICTION OVER THE COLLATERAL, AND/OR SUCH OTHER ASSETS, AND THAT
JUDGMENTS MAY BE CONFESSED, ENTERED, OR ENFORCED IN ANY JURISDICTION WHERE THE LESSEE OR ANY GUARANTOR, OR THE COLLATERAL AND/OR ANY OTHER ASSETS OF THE LESSEE OR ANY GUARANTOR MAY BE LOCATED. LESSEE WAIVES ANY RIGHT TO TRANSFER OR CHANGE THE VENUE
OF ANY LITIGATION BROUGHT IN ACCORDANCE HEREWITH. LESSEE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS, DEFENSES, COUNTERCLAIMS, CROSSCLAIMS AND SETOFF OR RECOUPMENT CLAIMS ARISING
EITHER DIRECTLY OR INDIRECTLY BETWEEN OR AMONG THEM AND/OR INVOLVING ANY PERSON OR ENTITY CLAIMING ANY RIGHTS ACQUIRED BY, THROUGH OR UNDER ANY PARTY AND FURTHER WAIVES ANY AND ALL RIGHT TO CLAIM OR RECOVER ANY PUNITIVE OR CONSEQUENTIAL DAMAGES OR
ANY DAMAGES OTHER THAN, OR IN ADDITION TO ACTUAL DAMAGES. 
 11. Lessor may at any time, with or without exercising any of the rights or
remedies aforesaid and without prior notice or demand to Lessee, appropriate and apply toward the payment of Lessee’s obligations to Lessor hereunder any and all balances, sums, property, credits, deposits, accounts, reserves, collections,
drafts, notes or checks coming into Lessor’s possession and belonging or owing to Lessee, and for such purposes, endorse the name of Lessee on any such instrument made payable to Lessee for deposit, negotiation, discount or collection. Such
applications may be made, or any monies paid to Lessor may be applied, without notice to Lessee, partly or entirely to Lessee’s obligations to Lessor as Lessor in its sole discretion may elect. In its sole discretion Lessor may apply and/or
change applications of any sums paid and/or to be paid by or for Lessee, under any circumstances, to any obligations of Lessee to Lessor, presently existing or otherwise. 

12. No failure to exercise, no delay in exercising, and no single or partial exercise on the part of Lessor of any right, privilege, remedy,
or power under the Lease, shall operate as a waiver thereof or preclude Lessor from exercising any other right, privilege, remedy or power under this Lease whether or not Lessee is in default hereunder. No waiver of any provision of the Lease shall
be effective unless in writing, signed by a duly authorized officer of the party to be charged, and no amendment, supplement or other modification of the Lease shall be effective unless in writing signed by each of the parties to the Lease. This
instrument constitutes the entire agreement between Lessor and Lessee. This Lease cannot be modified or terminated orally. Except as provided in section 3 hereof, only a written instrument, signed by an officer of Lessor, shall be effective to
modify or terminate any obligation of Lessee to Lessor, this Lease or any other agreement between Lessee and Lessor but only to the extent therein specifically set forth therein. No agent or employee of the supplier is authorized to bind Lessor to
this Lease, to waive or alter any term or conditions contained herein or add any provision hereto. 
 13. Lessor and its assignee may assign
this Lease and/or encumber or mortgage the Property, in whole or in part, without notice to Lessee, and upon such assignment Lessee agrees not to assert against any assignee hereof any defense, set-off, recoupment, claim, counterclaim or cross-claim
which Lessee may have against Lessor, whether arising hereunder or otherwise, and such assignee shall be entitled to at least the same rights but none of the obligations of Lessor. All of the rights, remedies, options, privileges and elections given
to the original Lessor hereunder shall enure to the benefit of, any assignee or holder of this Lease, and their respective successors and assigns, and all the terms conditions, promises, covenants, provisions and warranties of this Lease shall enure
to the benefit of and shall bind the representatives, successors and assigns of the respective parties. 
 14. Lessee represents and
warrants the Property is and shall remain the property of Lessor and Lessee, at its own cost and expense, shall protect and defend the title of Lessor. Lessee shall at all times keep Property free and clear from all liens, attachments, levies,
encumbrances and charges or other judicial process (other than Lessor’s), shall give Lessor immediate written notice thereof and shall indemnify and save Lessor harmless from any loss or damage caused thereby. Lessee shall have no right, title
or interest in or to Property by virtue of this Lease or any other agreement or any payment made by Lessee or otherwise; Lessee’s interest in the Property being that of a lessee only. The Property shall remain personal property even though
installed in or attached to real property. No invoice issued prior to complete performance of this Lease shall operate to pass title to Lessee. All property, goods, accessories, additions, improvements parts and replacements for or which are added
to or become attached to Property and any proceeds thereof shall immediately become the property of Lessor and shall be deemed incorporated in Property and subject to the terms of this Lease as if originally leased hereunder. Without Lessor’s
prior written consent, Lessee shall not (a) assign, transfer, pledge, hypothecate or otherwise dispose of this Lease or any interest therein, or (b) sublet or lend Property or any part thereof, or permit it to be used by anyone other than
Lessee or Lessee’s employees. 
 15. For the Lease Term, for so long as no Default has occurred and is continuing, Lessor assigns to
Lessee (to the extent permitted by law) any right Lessor may have against Supplier and to enforce, at Lessee’s expense (if any) any product warranties with respect to the Property, provided however, that Lessee shall indemnify and defend Lessor
(and its assigns) from any and all claims, expenses, damages, losses and liabilities incurred or suffered in connection with any such enforcement. Lessee acknowledges that (a) Lessee has reviewed any written purchase agreement or purchase order
and approved same or (b) Lessor has informed or advised Lessee either previously or through the Lease, of the following (i) the identity of the Supplier, (ii) that Lessee may have rights against the Supplier and (iii) that you
may contact the Supplier for a description of any such rights. Lessee agrees that (i) the Lease is a finance lease as defined in Article 2A of the applicable UCC, Lessor shall be entitled to all benefits applicable to a transaction that
qualifies as a finance lease under the aforementioned Article 2A and (iii) to the extent permitted by law, Lessee waives any and all rights and remedies conferred upon it under the aforementioned Article 2A. Lessee warrants and represents that
no item of Equipment has been delivered to Lessee prior to the date of Lessor’s acceptance hereof, which shall be deemed the date of this Lease. Lessee will deliver to Lessor a delivery/acceptance receipt (Lessor’s form) for each and every
item immediately upon Lessor’s request. At Lessor’s request, Lessee will furnish current financial statements satisfactory to Lessor in form, preparation and content. 

16. Lessee shall use Property in a careful manner and shall comply with all laws relating to its possession, use and maintenance. Lessee
agrees that any maintenance service to be performed is the sole obligation of Lessee who may arrange for same with the supplier of Property. The Property shall be delivered and thereafter kept at the location specified above or, if none is
specified, at Lessee’s address as set forth above, and in no event shall the Property or the Collateral be removed therefrom or from the 48 contiguous States of the United States without Lessor’s prior written consent. Lessor may, for the
purpose of inspection, at all reasonable times, enter upon any premises where Property is located and may remove Property forth with, without notice to Lessee, if Property is, in the opinion of Lessor, being used beyond its capacity or in any manner
improperly cared for or abused. If Lessor supplies Lessee with labels stating that Property is owned by Lessor, Lessee shall affix and keep same in a prominent place on each item of Property. Lessee, at its expense, shall keep Property in good
repair and furnish all parts, mechanisms and devices required therefore. Lessee shall not make any alterations, additions or improvements to Property without Lessor’s prior written consent 

17. Upon the expiration or earlier termination of this Lease, Lessee at its sole expense, shall return Property in good repair, ordinary wear
and tear resulting from proper use thereof alone excepted, by delivering it to such place as Lessor may specify. If Lessor, for any reason, does not receive the Property immediately upon the expiration of the term hereof and there is no renewal
under section 6 hereof, Lessee shall pay to Lessor as use and occupancy of the Property or any portion thereof for each month or portion thereof, between the date of expiration and the date of return of Property, an amount equal to 150% of the
monthly rent specified for the initial lease term and the provisions hereof shall remain in effect and bind Lessee until such return of Property. 

18. Lessee shall hold harmless and indemnify Lessor against any and all claims, actions, proceedings, expenses, attorneys’ fees, costs
and expenses, damages and liabilities, arising in connection with the Property, its manufacture, selection, purchase, delivery, possession, ownership, leasing, renting, control, maintenance, use, operation and/or return and the recovery of claims
under insurance policies thereon. Lessee shall pay promptly when due all charges and taxes (local, state and federal) which may now or hereinafter be imposed upon the ownership, leasing, renting, sale, purchase, possession or use of Property, and
shall save Lessor harmless against any actual or asserted violations and pay all costs, expenses, penalties, interest and charges of every kind in connection therewith or arising therefrom. All obligations of Lessee to indemnify Lessor shall survive
the termination of this Lease. 
 19. All notices relating hereto shall be in writing and delivered in person to an officer of the party to
which such notice is being given or mailed by certified mail to such party at is address specified above or at such other address as may hereafter be specified by like notice by either party to the other. All notices will be deemed effective five
days after mailing by certified mail to the address shown herein for any party. If more than one Lessee is named in this Lease, the liability of each hereunder shall be joint and several. 

20. Intending that each and every provision of this Lease be fully effective and enforceable according to its terms, the parties agree that
the validity, enforceability and effectiveness of each provision hereof and the obligations, rights and remedies of the Lessee and Lessor in any way related to or arising under this Lease or under one or more of Lessee’s obligations to Lessor
shall be governed by and construed in accordance with the laws of the State of Delaware (excluding its choice of law rules). If any one or more provisions hereof are in conflict with any statute or law and thus not valid or enforceable, then each
such provision shall be deemed null and void but only to the extent of such conflict and without invalidating or affecting the remaining provisions hereof. This Lease shall be binding upon the heirs, administrators, legal representatives and
successors of the Lessee. 
 21. Lessee hereby authorizes Lessor to disclose to third-parties certain financial information relating to
Lessee which Lessor has obtained or will hereafter obtain including but not limited to payment histories, balances and due dates. 
  

													
											DATE		  

	Accepted By: COMMERCIAL CREDIT GROUP INC.				LESSEE(S):		
					
	At Its		  
		Office				  

					
	By:		  
				By:		  

			(Title)        								(Title)
				
	Date:		 August 4, 2008
				  

					(Witness to Lessee’s Signature)		








 GUARANTY 
  

					
	To:		Commercial Credit Group Inc.		(“Creditor”)
			
	Re:				(“Subject”)

 1. For valuable consideration, each of the undersigned (“Guarantor”), jointly and severally,
unconditionally guarantees the full, complete and prompt payment and performance (and not merely a guaranty of guaranty of collection) of any and all present and future Obligations (as hereinafter defined) of Subject to Creditor, whether joint or
several, direct or indirect, absolute or contingent, matured or unmatured, secured or unsecured. 
 2. The term “Obligations” as
used herein shall mean and include: (a) any and all loans, advances, payments, extensions of credit, endorsements, guaranties, benefits and financial accommodations hereto and/or hereafter made, granted or extended by Creditor or which Creditor
has or will become obligated to make, grant or extend to or for the account of Subject; and (b) any and all interest, commissions, obligations, liabilities, indebtedness, charges, late charges, delinquency interest, attorneys fees and costs and
expenses hereto and/or hereafter chargeable against Subject by Creditor or owing by Subject to Creditor or upon which Subject may be and/or has become liable as endorser or guarantor; and (c) all obligations and/or indebtedness of any and every
kind arising out of one or more conditional sale contracts, lease agreements, promissory notes, security agreements, trust receipts, consignment agreements and/or bailment agreements and the amount due upon any notes or other obligations, given to
or received by Creditor directly from Subject or by way of assignment from any one or more third parties and whether or not presently contemplated by the parties; and (d) any and all renewals, amendments, rewrites or extensions of any of the
foregoing. 
 3. Each of the Guarantors hereunder warrant and agree, without Creditor first having to proceed against Subject or to
liquidate any Obligations of Subject or any property, collateral or security (“Security”) securing Subject’s Obligations, and irrespective of any invalidity, illegality, illegitimacy or unenforceability of any such Obligation or the
insufficiency, invalidity or unenforceability of any Security of any such Obligations: (a) to pay on demand all sums due and to become due to Creditor arising out of Subject’s Obligations; (b) pay on demand all losses, costs,
attorneys’ fees and expenses which may be suffered by Creditor by reason of Subject’s default or default of any Guarantor hereunder; (c) to be bound by and to pay on demand to Creditor any deficiency established by a liquidation of
Subject’s Obligations or Security securing Subject’s Obligations, with or without notice to any or all Guarantors; and (d) no Guarantor shall be released or discharged, either in whole or in part, by Creditors failure or delay to
perfect or continue the perfection of any security interest in any Security which secures the Obligations of Subject or any Guarantor to Creditor, or to protect the Security covered by such security interest or by any waiver, subordination or
release of any security interest. Guarantors agree to pay to Creditor all costs and expenses, including attorneys’ fees, incurred by Creditor in exercising any right, power or remedy conferred by this Guaranty, or in the enforcement of this
Guaranty, whether or not any action is filed in connection therewith. Until paid to Creditor, such amounts shall bear interest, at the highest rate allowed by any instruments evidencing the Obligations. 

4. No termination hereof shall be effected by the death of any or all of us. No termination shall be effective except by notice sent to
Creditor by certified mail return receipt requested naming a termination date effective not less than 90 days after the receipt of such notice by Creditor and such notice will not be effective as to any of Guarantor who has not given such notice or
affect any transaction entered into prior to the effective date of termination or affect the accrual of interest, attorney’s fees, costs and expenses or other amounts accruing on any Obligations incurred prior to termination. 

5. Each of us waives: (a) notice of acceptance hereof; presentment, demand, protest and notice of nonpayment or protest as to any note or
obligation signed, accepted, endorsed or assigned to Creditor by Subject; any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which any of us may now or hereafter have against Subject or any
other person directly or contingently liable for the Obligations guaranteed hereunder, or against or with respect to Subject’s property (including, without limitation, property collateralizing its Obligations to Creditor), arising from the
existence or performance of this Guaranty; (b) all exemptions and homestead laws and any other demands and notices required by law; (c) all setoffs and counterclaims; (d) any and all defenses based on suretyship or any other
applicable law, including without limitation all rights and defenses arising out of (i) an election of remedies by Creditor even though that election of remedies may have destroyed rights of subrogation and reimbursement against Subject by
operation of law or otherwise, (ii) protections afforded to Subject pursuant to antideficiency or similar laws limiting or discharging Subject’s Obligations to Creditor, (iii) the invalidity or unenforceability of this guaranty,
(iv) the failure to notify any of us of the disposition of any Security securing the Obligations of Subject, (v) the commercial reasonableness of such disposition or the impairment, however caused, of the value of such Security,
(vi) any bankruptcy, extensions, stays, moratoria or other relief granted to Subject or any Guarantor pursuant to any statute presently in force or hereafter enacted and (vii) any duty on Creditor’s part (should such duty exist) to
disclose to any or all Guarantors any matter, fact or thing related to the business operations or condition (financial or otherwise) of Subject or its affiliates or property, whether now or hereafter known by Creditor. Guarantors agree that all
present and future indebtedness of Subject to Guarantors are hereby subordinated to, assigned and transferred to Creditor and pledged and made security for the Obligations, that Guarantor shall have no right of subrogation against Subject unless and
until the Obligations are paid in full and that Creditor shall have all the rights and remedies of Guarantors in any bankruptcy or insolvency proceedings of Subject unless and until the Obligations are paid in full. 

6. Creditor may at any time and from time to time, without our consent, without notice to us and without affecting or impairing the obligation
of any of us hereunder, do any of the following: (a) renew, extend (including extensions beyond the original term of the respective instrument), modify (including covenants, conditions, changes in interest rates or fees, or amounts and/or
timing of payments), release or discharge any Obligations of Subject, of its customers, of co-guarantors (whether hereunder or under a separate instrument) or of any other party at any time directly or contingently liable for the payment or
performance of any of said Obligations; (b) accept partial payments of said Obligations; (c) accept new or additional documents, instruments or agreements relating to or in substitution of said Obligations; (d) settle, release (by
operation of law or otherwise), compound, compromise, collect or liquidate any of said Obligations and the security thereunder in any manner; (e) consent to the transfer or return of the security, take and hold additional security or guaranties
for said Obligations; (f) amend, exchange, release or waive any security or guaranty; or (g) bid and purchase at any public or private sale of security securing Subject’s Obligations and apply any proceeds or security to such
Obligations, and direct the order and manner of sale. 
 7. If a claim is made upon Creditor at any time for repayment or recovery of any
amount(s) or other value received by Creditor, from any source, in payment of or on account of any of the Obligations of Subject guaranteed hereunder and Creditor repays or otherwise becomes liable for all or any part of such claim by reason of:
(a) any judgment, decree or order of any court or administrative body having competent jurisdiction; or (b) any settlement or compromise of any such claim, we shall remain jointly and severally liable to Creditor hereunder for the amount
so repaid or for which Creditor is otherwise liable to the same extent as if such amount(s) had never been received by Creditor, notwithstanding any termination hereof or the cancellation of any note or other agreement evidencing any of the
Obligations of Subject. 
 8. EACH OF THE GUARANTORS HERBY AGREE TO THE EXCLUSIVE VENUE AND JURISDICTION OF ANY STATE OR FEDERAL COURT
PRESIDING IN MECKLENBURG COUNTY NORTH CAROLINA FOR ALL ACTIONS, PROCEEDINGS, CLAIMS, COUNTERCLAIMS OR CROSSCLAIMS ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, OR IN ANY WAY RELATED TO THIS GUARANTY, WITH THE SOLE EXCEPTIONS THAT AN
ACTION TO RECOVER POSSESSION OF ALL OR PART OF THE SECURITY OR ANY OTHER ASSETS OF SUBJECT OR ANY OF THE GUARANTORS HOWEVER DENOMINATED, MAY, IN THE SOLE DISCRETION OF CREDITOR, BE BROUGHT IN A STATE OR FEDERAL COURT HAVING JURISDICTION OVER SUCH
SECURITY AND/OR ASSETS, AND THAT JUDGMENTS MAY BE CONFESSED, ENTERED, OR ENFORCED IN ANY JURISDICTION WHERE SUBJECT, OR ANY GUARANTOR, OR SECURITY AND/OR ANY OTHER ASSETS OF SUBJECT, OR GUARANTOR MAY BE LOCATED. EACH GUARANTOR WAIVES ANY RIGHT THEY
OR ANY OF THEM MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT IN ACCORDANCE HEREWITH. EACH GUARANTOR EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHT TO A








 
TRIAL BY JURY OF ANY AND ALL CLAIMS, DEFENSES, COUNTERCLAIMS, CROSSCLAIMS AND SETOFF OR RECOUPMENT CLAIMS ARISING EITHER DIRECTLY OR INDIRECTLY BETWEEN OR AMONG THEM AND/OR INVOLVING ANY PERSON
OR ENTITY CLAIMING ANY RIGHTS ACQUIRED BY, THROUGH OR UNDER ANY PARTY AND FURTHER WAIVES ANY AND ALL RIGHT TO CLAIM OR RECOVER ANY PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO ACTUAL DAMAGES. 

9. Intending that each and every provision of this Guaranty be fully effective and enforceable according to its terms, Creditor, Guarantors and
Subject agree that the validity, enforceability and effectiveness of each provision hereof and the obligations, rights and remedies of Creditor and Guarantors in any way related to or arising under this Guaranty shall be governed by and construed in
accordance with the laws of the State of Delaware (excluding its choice of law rules). Guarantors shall execute, acknowledge and deliver to Creditor all documents, and shall take all actions, reasonably required by Creditor from time to time to
confirm or give effect to the matters set forth herein, or otherwise to carry out the purposes of this Guaranty. If any one or more provisions hereof are in conflict with any statute or law and thus not valid or enforceable, then each such provision
shall be deemed null and void but only to the extent of such conflict and without invalidating or affecting the remaining provisions hereof. 

10. This Guaranty constitutes the entire agreement of the Guarantors regarding the guaranty of Subject’s Obligations to Creditor.
No failure to exercise, no delay in exercising, and no single or partial exercise on the part of Creditor of any right, privilege, remedy, or power under this Guaranty, shall operate as a waiver thereof or preclude Creditor from exercising any
other right, privilege, remedy or power under this Guaranty. No waiver of any provision of this Guaranty shall be effective unless in writing, signed by a duly authorized officer of the party to be charged, and no amendment, supplement or other
modification of the Guaranty shall be effective unless in writing signed by the Guarantor relative to whom such writing applies. This instrument constitutes the entire agreement between the parties. This Guaranty cannot be modified or terminated
orally. Only a written instrument, signed by an officer of the Creditor, shall be effective to modify or terminate any obligation of a Guarantor to Creditor or this Guaranty but only to the extent therein specifically set forth therein. 

11. This Guaranty may be assigned, without notice to Guarantor, and upon such assignment Guarantor agrees not to assert against any assignee
hereof any defense, set-off, recoupment, claim, counterclaim or cross-claim which Guarantor may have against Creditor, whether arising hereunder or otherwise, and such assignee shall be entitled to at least the same rights as Creditor. All of the
rights, remedies, options, privileges and elections given to the original Creditor hereunder shall inure to the benefit of subsequent Creditor, any transferee or holder of this Guaranty, and their respective successors and assigns. Guarantors may
not assign or delegate any duty or obligation hereunder. This Guaranty shall bind Guarantor’s respective heirs, administrators, representatives, successors, and assigns. All of Creditor’s rights hereunder are cumulative and not
alternative. 
  

									
	Dated:		  
						
				
	NOTE: Individual guarantors must sign without titles						
	Individual Guarantors				Corporate / LLC Guarantors
			
	  
				  

	(Signature)				(Name of Corporation / LLC)
				
	  
				By:		  

	(Name)						
				
	  
				Its:		  

	(Address)						 SEAL

			
					  

					(Name of Corporation / LLC)
				
	  
						
	(Signature)				By:		  

				
	  
						
	(Name)				Its:		  

							 SEAL

	  
						
	(Address)				  

					(Witness)
			
	  
				  

	(Signature)				(Witness)
				
	  
						
	(Name)						
				
	  
						
	(Address)						
				
	  
						
	(Signature)						
				
	  
						
	(Name)						
				
	  
						
	(Address)						








 DELIVERY AND ACCEPTANCE CERTIFICATE 

TO: COMMERCIAL CREDIT GROUP INC. 

(Lessor/Secured Party/Payee) 

RE: Lease Agreement and/or Security Agreement and/or Promissory Note dated January 15, 2005, between Stone Cold Enterprises, Inc., as Lessee/Debtor/Maker
(herein called “Obligor”), and COMMERCIAL CREDIT GROUP INC. as Lessor/Secured Party/ Payee, (herein called “Contract”). 
 On
             the Property (as more fully described in the Contract) was delivered to Obligor with all installation and other work necessary for the proper use of the Property completed at
the location agreed upon by Obligor and the Property was inspected by Obligor and found to be in satisfactory condition in all respects and delivery was unconditionally accepted by Obligor. 

Obligor further acknowledges that Lessor/Secured Party/Payee makes no warranties expressed or implied, as to the suitability, durability, fitness for use,
merchantability, condition, quality or otherwise of any Property and Obligor specifically waives all rights to make claim against Lessor/Secured Party/Payee or its assignee or endorsee. Lessor/Secured Party/Payee or its assignee or endorsee shall
not be liable to Obligor for any loss, damage or expense of any kind or nature caused directly or indirectly by any Property, or the use or maintenance thereof or the failure of operation thereof, or the repairs, service or adjustment thereto, or by
any delay or failure to provide any thereof, or by any interruption of service or loss of use thereof or for any loss of business or damage whatsoever and howsoever caused. No defect or unfitness of Property shall relieve Obligor of any obligation
under the Contract. 
 Lessor/Secured Party/Payee may assign the Contract without notice to Obligor, and upon such assignment Obligor agrees not to assert
against any assignee or endorsee hereof any defense, set-off, recoupment, claim, counterclaim or cross-claim which Obligor may have against Lessor/Secured Party/Payee, whether arising hereunder or otherwise. 

Dated January 15, 2005 
  

			
	 Stone Cold Enterprises, Inc.

	(Obligor)
		
	By:		  

		
	Its:		  

			 ( Title)










 DELIVERY AND ACCEPTANCE CERTIFICATE 

 

			
	TO:		
			 (Seller)


 RE: Conditional Sale Contract dated
                    ,
between                                        ,
as Buyer, and
                                         as
Seller (herein called “Contract”). 
 On              the Property (as more fully
described in the Contract) was delivered to Buyer with all installation and other work necessary for the proper use of the Property completed at the location agreed upon by Buyer and Seller and the Property was inspected by Buyer and found to be in
satisfactory condition in all respects and delivery was unconditionally accepted by Buyer. No defect or unfitness of Property shall relieve Buyer of any obligation under the Contract. 

Buyer further acknowledges notice of Seller’s intended assignment of the Contract to COMMERCIAL CREDIT GROUP INC., and upon such assignment, Buyer agrees
not to assert against any assignee of the Contract any defense, setoff, recoupment, claim or counterclaim which Buyer may assert solely against Seller and further acknowledges that no warranties, representations nor agreements not expressed herein
have been made by COMMERCIAL CREDIT GROUP INC. 
  

			
	Dated		  


  

			
	  

	(Buyer)
		
	By:		  

		
	Its:		  

			 (Title)










 WRITTEN CONSENT OF THE MEMBERS AND MANAGERS 

Each of the undersigned, being members and managers of,
                    a limited liability company duly organized and existing under the laws of the State of
                    , (the “Company”) do certify that the Company’s name and state of organization is accurately and completely set
forth herein and that its principal place of business is                     , that the Company has taken all steps to be a valid and authorized
limited liability company under the state of organization and all necessary documents have been filed with the appropriate state authority governing limited liability company’s in such state, and that each of the members and managers identified
herein are (i) all the members and managers of the Company and (ii) duly authorized by all company actions, agreements, meetings or resolutions necessary for each of the members and managers to do and to take the actions specified and
agreed to herein have been taken and each can duly bind and obligate the Company. Now, therefore, the Company and each of the undersigned members and managers, collectively and individually, agree that: 

(a) each of the members or managers of this Company named below, be and hereby is authorized and empowered in the name and on behalf of this Company to, from
time to time, borrow sums of money and lease equipment from Commercial Credit Group Inc. (“CCG”), purchase equipment via installment sale, and conduct any other transaction with CCG and to execute on behalf of the Company and to deliver to
CCG in the form required by CCG the instrument(s) or agreement(s) of this Company evidencing the amount(s) borrowed, leased or purchased or any renewals, modifications or extensions thereof, plus charges if any, such instrument(s) or agreement(s) to
bear such rate of interest and be payable in such installments as such member or manager may agree to by his signature thereon. 
 (b) each of the members
or managers of this Company named below, be and hereby is authorized and empowered in the name and on behalf of this Company to guaranty the payment and performance of all obligations of
                    to CCG, whether or not such party is a member or manager, whether now owing or hereafter arising and to do any acts required to
implement the foregoing resolution and effectuate said guaranty or guaranties, including but not limited to the execution of any written documents or guaranties, the mortgage, pledge or hypothecation from time to time to CCG, of any or all assets of
this Company to secure such guaranty or guaranties, or modifications thereof. 
 (c) any of the aforesaid members or managers, or subsequently elected or
appointed successor, be and hereby authorized and empowered to do any acts, including but not limited to the mortgage, lease, pledge, or hypothecate from time to time with CCG any or all assets of this Company to secure such loan or loans, leases,
conditional sale contracts, renewals, modifications and extensions, and to execute in the name and on behalf of this Company, any instruments or agreements deemed necessary or proper by CCG in respect of the collateral securing any indebtedness of
this Company, and each of the undersigned hereby ratifies, approves and confirms all such acts and things than any such member or manager has done or may do in connection with the matters outlined above. 

(d) CCG is authorized to rely upon the aforesaid certifications and agreements until receipt by it of written notice of any change but that such notice shall
not affect any prior actions or agreements taken by or entered into by the Company and that they will indemnify and hold CCG harmless for any and all liabilities, costs, expenses (including attorneys fees costs and expenses) and losses in connection
with or resulting from CCG’s reliance on this written consent. This agreement binds the successors and assigns of each member and manager and the Company. 

FOLLOWING are the true names, correct titles and specimen signatures of the incumbent managers and members of this limited liability company referred
to in the foregoing resolutions. 
 IN WITNESS WHEREOF, This document is dated and effective as of the     day of
            , 200  . 
  

													
	MEMBERS:				MANAGERS:
							
	  
				  
				  
				  

	(Signature)				(Print Name)				(Signature)				(Print Name)
							
	  
				  
				  
				  

	(Signature)				(Print Name)				(Signature)				(Print Name)
							
	  
				  
				  
				  

	(Signature)				(Print Name)				(Signature)				(Print Name)
							
	  
				  
				  
				  

	(Signature)				(Print Name)				(Signature)				(Print Name)
							
	  
				  
				  
				  

	(Signature)				(Print Name)				(Signature)				(Print Name)








 CONDITIONAL SALE CONTRACT (“Contract”) 

 

													
	“SELLER”								“BUYER”				
	  
				  

	(Name)								(Name)				
	  
				  

	(Address)								(Address)				
	  
				  

	(City)		(County)    		(State & zip code)    				(City)		(County)    		(State & zip code)    

 The undersigned Buyer hereby purchases from Seller the property described below (the “Property”)
as-is, on the terms and conditions: 

 


 Description of Property purchased (including make, year, model, specifications and serial
number): 



					
	 (1) Cash Sale Price
		$	            	  
	 (2) Down Payment in Cash
		$	 	  
	 (3) Down Payment In Goods *(Trade in Allowance)
		$	 	  
	 (4) Unpaid Balance [Items (1) - (2) - (3)]
		$	 	  
	 (5) Documentation and Transaction Fees
		$	 	  
	 Describe:
				
	 (6) Principal Unpaid Balance [Items (4) + (5)]
		$	 	  
	 (7) Finance Charge (Time Price Differential)
		$	 	  
	 (8) Contract Price (Time Balance) [Items (6) + (7)]
		$	 	  
	 (9) Time Sales Price [Items (2)+(3)+(8)] 
		$	 	  

  

	*	Description of any Trade In: 


 

  
 The Property purchased shall remain
personalty and not become part of any realty and shall be located and kept for use at (street address, city, county & state): 
 1.
Buyer, jointly and severally if more than one, hereby agrees and promises to pay to the order of Seller or any assignee or endorsee (hereinafter collectively called “Holder”) hereof at such place as the Holder hereof may from time to time
appoint, the sum of                     Dollars ($        ) being the above indicated Contract Price
(hereinafter called the “Time Balance”) in consecutive monthly installments as follows: 

                   Installment(s) each in the
amount of $            ; then            Installment(s) each in the amount of
$            ; 

then            Installment(s) each in the amount of
$            ; then            Installment(s) each in the amount of
$            ; 

then            Installment(s) each in the amount of
$            ; then            Installment(s) each in the amount of
$            ; 

then            Installment(s) each in the amount of
$            ; then            Installment(s) each in the amount of
$            ; 
 Said consecutive monthly installments shall commence on the
    day of             ,         , and shall be due on the same date of each month thereafter until paid; with a late charge of
5% of any installment that has not been fully paid prior to the seventh day after its due date (“Late Charge”) and, after maturity, whether by acceleration or otherwise, interest at the rate of 1/15 of 1% per day plus all collection
and other charges and if placed in the hands of an attorney for collection, attorneys’ fees, costs and expenses. The Buyer and all parties to this Contract hereby waive presentment for payment, demand, protest, notice of protest and notice of
dishonor hereof. Holder may extend the time of payment hereof, postpone the enforcement hereof, grant any other indulgence and add or release any party primarily or secondarily liable hereon without affecting or diminishing the Holder’s right
of recourse against the Buyer and all parties hereto, which right is hereby expressly reserved. Injury to or loss or destruction of the Property, from whatsoever cause, shall not release Buyer from payment as provided herein. Buyer acknowledges that
before the execution of this Contract Seller quoted to Buyer both a cash price and a time price for the Property and offered to sell same to Buyer for either of such prices. If for any reason any charge imposed or which may be imposed under this
Contract exceeds the maximum amount which may be imposed under applicable law, the amount of such charge in excess of the maximum, shall be void and any such excess applied to the reduction of the unpaid Balance of this Contract or refunded to
Buyer, as the Holder may determine. 
 2. To secure the prompt payment, performance and fulfillment of this Contract and all present and
future indebtedness and obligations of Buyer to Holder, whether joint or several, direct or indirect, absolute or contingent, matured or unmatured, Buyer hereby grants to Holder a security interest in the Property and in all attachments,
accessories, substitutions, replacements, replacement parts, software and software upgrades and all cash and non-cash proceeds (including any rental proceeds, insurance proceeds, accounts and chattel paper arising out of or related to the sale,
rental or other disposition thereof) of and to all of the foregoing (collectively called “Collateral”). Buyer hereby authorizes Holder to file one or more financing statements or a reproduction hereof as a financing statement in any
jurisdiction Holder from time to time deems appropriate. Buyer hereby irrevocably appoints Seller and/or Holder as the true and lawful attorney-in-fact of Buyer, coupled with an interest, with full power in Buyer’s name, place and stead to
execute financing statements on Buyer’s behalf and to do any and all other acts on Buyer’s behalf necessary or helpful to perfect the security interest granted in the Collateral pursuant to the Uniform Commercial Code or other applicable
law. 
 3. Buyer may prepay this Contract in full at any time. Upon prepayment, Buyer will receive a rebate of the unearned portion of the
finance charge calculated using an actuarial method or such other method as required by applicable law minus a prepayment premium equal to the lesser of: (a) .00167 of the amount prepaid for every month or fraction thereof remaining under the
term of this Contract and; (b) the maximum prepayment and/or acquisition charge allowed by applicable law. All accrued and unpaid late charges and other amounts chargeable to Buyer under this Contract will be payable immediately upon such
prepayment. 
 4. Buyer further covenants and warrants to Holder and agrees as follows: (a) Buyer has paid all applicable taxes due in
connection with the sale, ownership, possession or use of the Property and shall indemnify Holder from and against any loss, cost or expense, including penalties, interest and other charges of any kind in connection with or arising from the sale,
ownership, possession or use of the Property; (b) The Collateral is and will continue to be free and clear of all liens and encumbrances of every kind (except any held by Holder); (c) Buyer will warrant and defend the Property against all
claims and demands and will not permit any circumstances to exist under which Holder may lose its lien on the Collateral; (d) Buyer will not sell, assign, mortgage, lease, pledge or otherwise dispose of the Collateral without the prior written
consent of Holder; (e) Buyer, at its own cost and expense, will maintain and keep the Property in good repair and will not be negligent in the care and use thereof; (f) Buyer will not remove the Property from its present locations or
change Buyer’s present business locations without the prior written consent of Holder and at all times allow Holder or its representatives free access to and right of inspection of the Property, and nothing shall prevent Holder from removing
same from any premises to which it may be located upon breach of the Contract; (g) Buyer shall correct any defects or execute any written instruments and do any other acts necessary to more fully execute the purposes and provisions of this
Contract; (h) Buyer has the sole right and lawful authority to enter into this Contract; (i) Each person signing this Contract warrants full authority to sign for the Buyer; (j) Buyer will indemnify and save Holder harmless from all
losses, costs, damages, liabilities or expenses, including attorneys’ fees, costs and expenses, that Holder may sustain or incur to obtain or enforce payment, performance or fulfillment of any of the enforcement or foreclosure of this Contract
or in the prosecution or defense of any action or proceeding either against Buyer or against Holder concerning any matter growing out of or connected with this Contract and/or any of the Collateral; (k) At Holder’s request Buyer will
furnish current financial statements satisfactory to Holder in form, preparation and content; and (l) Buyer’s obligations under this Contract survive termination hereof. 

5. Buyer, at its own expense, will insure the Property against all loss or damage by fire, theft, collision and other damage and destruction,
and such risks as are appropriate, in form, coverage and insurer satisfactory to Holder for not less than the unpaid Time Balance, naming Holder as loss payee. Each policy shall be delivered to Holder and shall expressly state that insurance as to
Holder shall not be invalidated by any act, omission or neglect of Buyer and that the insurer shall give thirty (30) days written notice to Holder of any alteration or cancellation of the policy. Such policies shall be delivered to Holder, and
upon failure to so deliver, Holder shall have the right, but not the obligation, to provide insurance for its interest and charge Buyer Holder’s costs for such insurance, together with its or its designee’s customary charges or fees
associated with its insurance. Buyer hereby irrevocably appoints Holder as Buyer’s attorney-in-fact to make claim for, receive payment of and execute and endorse all documents, checks, or drafts received in payment of loss or damage under any
insurance. 
 6. Buyer acknowledges that no warranties, representations or agreements have been made by Seller unless expressly stated
herein. Buyer further acknowledges notice of Seller’s intended assignment of this Contract, and upon such assignment, Buyer agrees not to assert against any assignee hereof any defense, setoff, recoupment, claim or counterclaim which Buyer may
assert solely against Seller, whether arising hereunder or otherwise. This Contract may be assigned along with any and all obligations of Buyer to Holder, without notice to Buyer, and upon such assignment Buyer agrees not to assert against any
assignee hereof any defense, set-off, recoupment, claim, counterclaim or cross-claim which Buyer may have against Holder, whether arising hereunder or otherwise, and such assignee shall be entitled to at least the same rights as Holder. All of the
rights, remedies, options, privileges and elections given to the original Holder hereunder shall inure to the benefit of any future Holder, transferee or assignee of this Contract, and their respective successors and assigns, and all the terms
conditions, promises, covenants, provisions and warranties of this Contract shall inure to the benefit of and shall bind the representatives, successors and assigns of the respective parties. Buyer shall not assign this Contract without the prior
written consent of Holder. 
 7. Buyer shall be in default upon the occurrence of any of the following: (a) Buyer defaults in the
prompt payment, performance or fulfillment of this Contract or any other agreement with Holder; (b) Buyer shall fail to punctually and faithfully fulfill or perform any of the terms, conditions, promises, covenants, provisions and warranties
contained in this Contract or in any present or future agreement or instrument made by Buyer and held by Holder; (c) Buyer or any guarantor of any of Buyers obligations under this Contract (“Guarantor”) ceases to do business, becomes
insolvent, declares bankruptcy, or makes an assignment for the benefit of creditors; (d) Any of the warranties, covenants or representations made by Buyer or Guarantor to Holder be or become untrue or incorrect in any adverse respect;
(e) A change in the management, operations, ownership or control of Buyer; (f) Holder at any time deems the Property in danger of misuse, concealment or misappropriation or the security afforded by this Contract unsafe, inadequate or at
any risk. 







 8. Upon any default by Buyer, Buyer shall immediately deliver possession of the Property to
Holder and Holder, without demand or notice, may exercise any of the following remedies: (a) Declare the entire unpaid Time Balance hereunder together with interest, collection and late charges, attorney’s fees, costs and expenses and any
and all other sums owing to Holder hereunder (all collectively called “Balance”) immediately due and payable; (b) Recover the Balance; (c) Take possession of all or part the Collateral, at any time, wherever it may be, and to
enter any premises, with or without process of law, and search for, take possession of, remove, or keep and store the Collateral on said premises until sold, without liability for trespass or charge for storage; (d) Sell the Collateral or any
part thereof and all of the Buyer’s equity of redemption therein at public or private sale, for cash or on credit, and on such terms as Holder may in its sole discretion elect, in such county and at such places as Holder may elect and without
having the Collateral at the place of sale. In the event Holder sells all or part of the Collateral at public or private sale, then (i) Holder shall not be required to refurbish, repair or otherwise incur any expenses in preparing Collateral
for sale but may sell its interest therein on an “as-is,” “where-is” basis; (ii) Holder may bid or become the purchaser at any such sale and Buyer waives any and all rights of redemption from any such sale; (iii) Any
public sale will be deemed commercially reasonable if notice thereof shall be mailed to Buyer at least 10 days before such sale and advertised in at least one newspaper of general circulation in the area of the sale at least twice prior to the date
of sale and if upon terms of 25% cash down with the balance payable within 24 hours; (iv) The proceeds of any public sale shall be applied first to pay all costs, expenses and charges for searching, taking, removing, keeping, advertising and
selling the Collateral, including attorneys’ fees, costs and expenses and second to the payment, partly or entirely, of the Balance hereunder, then to any other indebtedness of Buyer to Holder as Holder may in its sole discretion elect,
returning the excess, if any, to Buyer or such other party in interest as required by law, with Buyer remaining liable to Holder for any deficiency plus late charges and interest thereon as provided above; (v) Any private sale shall be deemed
commercially reasonable if notice thereof shall be mailed to Buyer at least 10 days before the sale date stated therein and credit given for the full price stated, less attorneys’ fees costs and expenses; (e) Pursue any other remedy
permitted by law or equity. It is agreed that any amounts to be retained by Holder and the Balance to be paid by Buyer under this paragraph shall not be as a penalty but as liquidated damages for the breach hereof. The remedies provided for herein
may be exercised, to the extent permitted by law, successively or concurrently and the exercise of one shall not bar any other. Notwithstanding any termination of this Contract by expiration or otherwise, Buyer shall remain liable for the due
performance and payment of all obligations incurred or arising hereunder, whenever accruing, and Holder shall be entitled to enforce all rights and remedies it has hereunder. 

9. BUYER AND SELLER AGREE TO THE EXCLUSIVE VENUE AND JURISDICTION OF ANY STATE OR FEDERAL COURT PRESIDING IN MECKLENBURG COUNTY NORTH
CAROLINA FOR ALL ACTIONS, PROCEEDINGS, CLAIMS, COUNTERCLAIMS OR CROSSCLAIMS ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, OR IN ANY WAY RELATED TO THIS CONTRACT, WITH THE SOLE EXCEPTIONS THAT AN ACTION TO RECOVER POSSESSION OF ALL OR
PART OF THE COLLATERAL OR ANY OTHER ASSETS OF THE BUYER OR ANY GUARANTOR HOWEVER DENOMINATED, MAY, IN THE SOLE DISCRETION OF THE HOLDER, BE BROUGHT IN A STATE OR FEDERAL COURT HAVING JURISDICTION OVER THE COLLATERAL, AND/OR SUCH OTHER ASSETS, AND
THAT JUDGMENTS MAY BE CONFESSED, ENTERED, OR ENFORCED IN ANY JURISDICTION WHERE THE BUYER, SELLER, OR ANY GUARANTOR, OR THE COLLATERAL AND/OR ANY OTHER ASSETS OF THE BUYER, SELLER, OR GUARANTOR MAY BE LOCATED. BUYER AND SELLER EACH WAIVE ANY RIGHT
THEY OR ANY OF THEM MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT IN ACCORDANCE HEREWITH. BUYER, AND SELLER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS,
DEFENSES, COUNTERCLAIMS, CROSSCLAIMS AND SETOFF OR RECOUPMENT CLAIMS ARISING EITHER DIRECTLY OR INDIRECTLY BETWEEN OR AMONG THEM AND/OR INVOLVING ANY PERSON OR ENTITY CLAIMING ANY RIGHTS ACQUIRED BY, THROUGH OR UNDER ANY PARTY AND FURTHER WAIVES ANY
AND ALL RIGHT TO CLAIM OR RECOVER ANY PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO ACTUAL DAMAGES. 

10. Holder may at any time, with or without exercising any of the rights or remedies aforesaid and without prior notice or demand to Buyer,
appropriate and apply toward the payment of Buyer’s obligations to Holder hereunder any and all balances, sums, property, credits, deposits, accounts, reserves, collections, drafts, notes or checks coming into Holder’s possession and
belonging or owing to Buyer, and for such purposes, endorse the name of Buyer on any such instrument made payable to Buyer for deposit, negotiation, discount or collection. Such applications may be made, or any monies paid to Holder may be applied,
without notice to Buyer, partly or entirely to Buyer’s obligations to Holder as Holder in its sole discretion may elect. In its sole discretion Holder may apply and/or change applications of any sums paid and/or to be paid by or for Buyer,
under any circumstances, to any obligations of Buyer to Holder, presently existing or otherwise. The interest rates which may be provided for in any instrument evidencing one or more of Buyer’s obligations to Holder shall in no event,
circumstance or contingency, exceed any maximum permitted by applicable law. 
 11. No failure to exercise, no delay in exercising, and no
single or partial exercise on the part of Holder of any right, privilege, remedy, or power under the Contract, shall operate as a waive thereof or preclude Holder from exercising any other right, privilege, remedy or power under this Contract
whether or not Buyer is in default hereunder. No waiver of any provision of the Contract shall be effective unless in writing, signed by a duly authorized officer of the party to be charged, and no amendment, supplement or other modification of the
Contract shall be effective unless in writing signed by each of the parties to the Contract. This instrument constitutes the entire agreement between Holder and Buyer. This Contract cannot be modified or terminated orally. Only a written instrument,
signed by an officer of Holder, shall be effective to modify or terminate any obligation of Buyer to Holder, this Contract or any other agreement between Buyer and Holder but only to the extent therein specifically set forth therein. No agent or
employee of the Seller is authorized to bind Holder to this Contract, to waive or alter any term or conditions contained herein or add any provision hereto. 

12. Intending that each and every provision of this Contract be fully effective and enforceable according to its terms, the parties agree that
the validity, enforceability and effectiveness of each provision hereof and the obligations, rights and remedies of the Buyer and Holder in any way related to or arising under this Contract or under one or more of Buyer’s obligation to Holder
shall be governed by and construed in accordance with the laws of the State of Delaware (excluding its choice of law rules). If any one or more provisions hereof are in conflict with any statute or law and thus not valid or enforceable, then each
such provision shall be deemed null and void but only to the extent of such conflict and without invalidating or affecting the remaining provisions hereof. This contract shall be binding upon the heirs, administrators, legal representatives and
successors of the Buyer. 
  
  

DELIVERY AND ACCEPTANCE OF PROPERTY (Check Appropriate Line)  

 

	 ̈	On             the Property was delivered to Buyer with all installation and other work necessary for the proper use of the Property completed at the location
agreed upon by Buyer and Seller; the Property was inspected by Buyer and found to be in satisfactory condition in all respects and delivery was unconditionally accepted by Buyer. 


 

	 ̈	The Property has not yet been delivered to or accepted by Buyer and, upon delivery, Buyer agrees to execute a delivery and acceptance certificate in a form acceptable to Seller or Seller’s assignee.


  
  

THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. LIABILITY INSURANCE COVERAGE FOR BODILY INJURY AND PROPERTY DAMAGE IS NOT INCLUDED IN THIS CONTRACT. NOTICE TO BUYER: DO NOT SIGN THIS CONTRACT BEFORE YOU
READ IT OR IF IT CONTAINS ANY BLANK SPACES. YOU ARE ENTITLED TO A COPY OF THE AGREEMENT YOU SIGN. BUYER ACKNOWLEDGES RECEIPT OF A SIGNED, TRUE AND CORRECT EXECUTED COPY OF THIS CONTRACT. 

Buyer hereby authorizes Holder to disclose to third-parties certain financial information relating to Buyer which Holder has obtained or will hereafter obtain
including but not limited to payment histories, balances and due dates. 
  

									
	Date:		  
						
			
	  
				  

			
	(SELLER)				(BUYER)
					
	By:		  
				By:		  

					
	Its:		  
				Its:		  

			 (Title)
						 (Title)

				
							  

							(Witness to Buyer’s Signature)








 CONDITIONAL SALE CONTRACT (“Contract”) 

 

													
	“SELLER”								“BUYER”				
	  
				  

	(Name)								(Name)				
	  
				  

	(Address)								(Address)				
	  
				  

	(City)		(County)    		(State & zip code)    				(City)		(County)    		(State & zip code)    

 The undersigned Buyer hereby purchases from Seller the property described below (the “Property”)
as-is, on the terms and conditions: 

 


 Description of Property purchased (including make, year, model, specifications and serial
number): 



					
	 (1) Cash Sale Price
		$	            	  
	 (2) Down Payment in Cash
		$	 	  
	 (3) Down Payment In Goods *(Trade in Allowance)
		$	 	  
	 (4) Unpaid Balance [Items (1) - (2) - (3)]
		$	 	  
	 (5) Documentation and Transaction Fees
		$	 	  
	 Describe:
				
	 (6) Principal Unpaid Balance [Items (4) + (5)]
		$	 	  
	 (7) Finance Charge (Time Price Differential)
		$	 	  
	 (8) Contract Price (Time Balance) [Items (6) + (7)]
		$	 	  
	 (9) Time Sales Price [Items (2)+(3)+(8)] 
		$	 	  

  

	*	Description of any Trade In: 


 

  
 The Property purchased shall remain
personalty and not become part of any realty and shall be located and kept for use at (street address, city, county & state): 
 1.
Buyer, jointly and severally if more than one, hereby agrees and promises to pay to the order of Seller or any assignee or endorsee (hereinafter collectively called “Holder”) hereof at such place as the Holder hereof may from time to time
appoint, the sum of             Dollars ($             ) being the above indicated Contract Price (hereinafter called the
“Time Balance”) in consecutive monthly installments as follows: 

                   Installment(s) each in the
amount of $            ; then            Installment(s) each in the amount of
$            ; 

then            Installment(s) each in the amount of
$            ; then            Installment(s) each in the amount of
$            ; 

then            Installment(s) each in the amount of
$            ; then            Installment(s) each in the amount of
$            ; 

then            Installment(s) each in the amount of
$            ; then            Installment(s) each in the amount of
$            ; 
 Said consecutive monthly installments shall commence on
the     day of         ,         , and shall be due on the same date of each month thereafter until paid; with a late charge of 5% of any installment
that has not been fully paid prior to the seventh day after its due date (“Late Charge”) and, after maturity, whether by acceleration or otherwise, interest at the rate of 1/15 of 1% per day plus all collection and other charges and
if placed in the hands of an attorney for collection, attorneys’ fees, costs and expenses. The Buyer and all parties to this Contract hereby waive presentment for payment, demand, protest, notice of protest and notice of dishonor hereof. Holder
may extend the time of payment hereof, postpone the enforcement hereof, grant any other indulgence and add or release any party primarily or secondarily liable hereon without affecting or diminishing the Holder’s right of recourse against the
Buyer and all parties hereto, which right is hereby expressly reserved. Injury to or loss or destruction of the Property, from whatsoever cause, shall not release Buyer from payment as provided herein. Buyer acknowledges that before the execution of
this Contract Seller quoted to Buyer both a cash price and a time price for the Property and offered to sell same to Buyer for either of such prices. If for any reason any charge imposed or which may be imposed under this Contract exceeds the
maximum amount which may be imposed under applicable law, the amount of such charge in excess of the maximum, shall be void and any such excess applied to the reduction of the unpaid Balance of this Contract or refunded to Buyer, as the Holder may
determine. 
 2. To secure the prompt payment, performance and fulfillment of this Contract and all present and future indebtedness and
obligations of Buyer to Holder, whether joint or several, direct or indirect, absolute or contingent, matured or unmatured, Buyer hereby grants to Holder a security interest in the Property, and any and all accounts, accounts receivable, chattel
paper, contract rights, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, and other property, wherever located, in which Buyer now or hereafter has any right or interest and in all attachments, accessories,
substitutions, replacements, replacement parts, software and software upgrades and all cash and non-cash proceeds (including any rental proceeds, insurance proceeds, accounts and chattel paper arising out of or related to the sale, rental or other
disposition thereof) of and to all of the foregoing (collectively called “Collateral”). Buyer hereby authorizes Holder to file one or more financing statements or a reproduction hereof as a financing statement in any jurisdiction Holder
from time to time deems appropriate. Buyer hereby irrevocably appoints Seller and/or Holder as the true and lawful attorney-in-fact of Buyer, coupled with an interest, with full power in Buyer’s name, place and stead to execute financing
statements on Buyer’s behalf and to do any and all other acts on Buyer’s behalf necessary or helpful to perfect the security interest granted in the Collateral pursuant to the Uniform Commercial Code or other applicable law. 

3. Buyer may prepay this Contract in full at any time. Upon prepayment, Buyer will receive a rebate of the unearned portion of the finance
charge calculated using an actuarial method or such other method as required by applicable law minus a prepayment premium equal to the lesser of: (a) .00167 of the amount prepaid for every month or fraction thereof remaining under the term of
this Contract and; (b) the maximum prepayment and/or acquisition charge allowed by applicable law. All accrued and unpaid late charges and other amounts chargeable to Buyer under this Contract will be payable immediately upon such prepayment.

 4. Buyer further covenants and warrants to Holder and agrees as follows: (a) Buyer has paid all applicable taxes due in connection
with the sale, ownership, possession or use of the Property and shall indemnify Holder from and against any loss, cost or expense, including penalties, interest and other charges of any kind in connection with or arising from the sale, ownership,
possession or use of the Property; (b) The Collateral is and will continue to be free and clear of all liens and encumbrances of every kind (except any held by Holder); (c) Buyer will warrant and defend the Property against all claims and
demands and will not permit any circumstances to exist under which Holder may lose its lien on the Collateral; (d) Buyer will not sell, assign, mortgage, lease, pledge or otherwise dispose of the Collateral without the prior written consent of
Holder; (e) Buyer, at its own cost and expense, will maintain and keep the Property in good repair and will not be negligent in the care and use thereof; (f) Buyer will not remove the Property from its present locations or change
Buyer’s present business locations without the prior written consent of Holder and at all times allow Holder or its representatives free access to and right of inspection of the Property, and nothing shall prevent Holder from removing same from
any premises to which it may be located upon breach of the Contract; (g) Buyer shall correct any defects or execute any written instruments and do any other acts necessary to more fully execute the purposes and provisions of this Contract;
(h) Buyer has the sole right and lawful authority to enter into this Contract; (i) Each person signing this Contract warrants full authority to sign for the Buyer; (j) Buyer will indemnify and save Holder harmless from all losses,
costs, damages, liabilities or expenses, including attorneys’ fees, costs and expenses, that Holder may sustain or incur to obtain or enforce payment, performance or fulfillment of any of the enforcement or foreclosure of this Contract or in
the prosecution or defense of any action or proceeding either against Buyer or against Holder concerning any matter growing out of or connected with this Contract and/or any of the Collateral; (k) At Holder’s request Buyer will furnish
current financial statements satisfactory to Holder in form, preparation and content; and (l) Buyer’s obligations under this Contract survive termination hereof. 

5. Buyer, at its own expense, will insure the Property against all loss or damage by fire, theft, collision and other damage and destruction,
and such risks as are appropriate, in form, coverage and insurer satisfactory to Holder for not less than the unpaid Time Balance, naming Holder as loss payee. Each policy shall be delivered to Holder and shall expressly state that insurance as to
Holder shall not be invalidated by any act, omission or neglect of Buyer and that the insurer shall give thirty (30) days written notice to Holder of any alteration or cancellation of the policy. Such policies shall be delivered to Holder, and
upon failure to so deliver, Holder shall have the right, but not the obligation, to provide insurance for its interest and charge Buyer Holder’s costs for such insurance, together with its or its designee’s customary charges or fees
associated with its insurance. Buyer hereby irrevocably appoints Holder as Buyer’s attorney-in-fact to make claim for, receive payment of and execute and endorse all documents, checks, or drafts received in payment of loss or damage under any
insurance. 
 6. Buyer acknowledges that no warranties, representations or agreements have been made by Seller unless expressly stated
herein. Buyer further acknowledges notice of Seller’s intended assignment of this Contract, and upon such assignment, Buyer agrees not to assert against any assignee hereof any defense, setoff, recoupment, claim or counterclaim which Buyer may
assert solely against Seller, whether arising hereunder or otherwise. This Contract may be assigned along with any and all obligations of Buyer to Holder, without notice to Buyer, and upon such assignment Buyer agrees not to assert against any
assignee hereof any defense, set-off, recoupment, claim, counterclaim or cross-claim which Buyer may have against Holder, whether arising hereunder or otherwise, and such assignee shall be entitled to at least the same rights as Holder. All of the
rights, remedies, options, privileges and elections given to the original Holder hereunder shall inure to the benefit of any future Holder, transferee or assignee of this Contract, and their respective successors and assigns, and all the terms
conditions, promises, covenants, provisions and warranties of this Contract shall inure to the benefit of and shall bind the representatives, successors and assigns of the respective parties. Buyer shall not assign this Contract without the prior
written consent of Holder. 
 7. Buyer shall be in default upon the occurrence of any of the following: (a) Buyer defaults in the
prompt payment, performance or fulfillment of this Contract or any other agreement with Holder; (b) Buyer shall fail to punctually and faithfully fulfill or perform any of the terms, conditions, promises, covenants, provisions and warranties
contained in this Contract or in any present or future agreement or instrument made by Buyer and held by Holder; (c) Buyer or any guarantor of any of Buyers obligations under this Contract (“Guarantor”) ceases to do business, becomes
insolvent, declares bankruptcy, or makes an assignment for 







 
the benefit of creditors; (d) Any of the warranties, covenants or representations made by Buyer or Guarantor to Holder be or become untrue or incorrect in any adverse respect; (e) A
change in the management, operations, ownership or control of Buyer; (f) Holder at any time deems the Property in danger of misuse, concealment or misappropriation or the security afforded by this Contract unsafe, inadequate or at any risk.

 8. Upon any default by Buyer, Buyer shall immediately deliver possession of the Property to Holder and Holder, without demand or notice,
may exercise any of the following remedies: (a) Declare the entire unpaid Time Balance hereunder together with interest, collection and late charges, attorney’s fees, costs and expenses and any and all other sums owing to Holder hereunder
(all collectively called “Balance”) immediately due and payable; (b) Recover the Balance; (c) Take possession of all or part the Collateral, at any time, wherever it may be, and to enter any premises, with or without process of
law, and search for, take possession of, remove, or keep and store the Collateral on said premises until sold, without liability for trespass or charge for storage; (d) Sell the Collateral or any part thereof and all of the Buyer’s equity
of redemption therein at public or private sale, for cash or on credit, and on such terms as Holder may in its sole discretion elect, in such county and at such places as Holder may elect and without having the Collateral at the place of sale. In
the event Holder sells all or part of the Collateral at public or private sale, then (i) Holder shall not be required to refurbish, repair or otherwise incur any expenses in preparing Collateral for sale but may sell its interest therein on an
“as-is,” “where-is” basis; (ii) Holder may bid or become the purchaser at any such sale and Buyer waives any and all rights of redemption from any such sale; (iii) Any public sale will be deemed commercially reasonable
if notice thereof shall be mailed to Buyer at least 10 days before such sale and advertised in at least one newspaper of general circulation in the area of the sale at least twice prior to the date of sale and if upon terms of 25% cash down with the
balance payable within 24 hours; (iv) The proceeds of any public sale shall be applied first to pay all costs, expenses and charges for searching, taking, removing, keeping, advertising and selling the Collateral, including attorneys’
fees, costs and expenses and second to the payment, partly or entirely, of the Balance hereunder, then to any other indebtedness of Buyer to Holder as Holder may in its sole discretion elect, returning the excess, if any, to Buyer or such other
party in interest as required by law, with Buyer remaining liable to Holder for any deficiency plus late charges and interest thereon as provided above; (v) Any private sale shall be deemed commercially reasonable if notice thereof shall be
mailed to Buyer at least 10 days before the sale date stated therein and credit given for the full price stated, less attorneys’ fees costs and expenses; (e) Pursue any other remedy permitted by law or equity. It is agreed that any amounts
to be retained by Holder and the Balance to be paid by Buyer under this paragraph shall not be as a penalty but as liquidated damages for the breach hereof. The remedies provided for herein may be exercised, to the extent permitted by law,
successively or concurrently and the exercise of one shall not bar any other. Notwithstanding any termination of this Contract by expiration or otherwise, Buyer shall remain liable for the due performance and payment of all obligations incurred or
arising hereunder, whenever accruing, and Holder shall be entitled to enforce all rights and remedies it has hereunder. 
 9.
BUYER AND SELLER AGREE TO THE EXCLUSIVE VENUE AND JURISDICTION OF ANY STATE OR FEREDAL COURT PRESIDING IN MECKLENBURG COUNTY NORTH CAROLINA FOR ALL ACTIONS, PROCEEDINGS, CLAIMS, COUNTERCLAIMS OR CROSSCLAIMS ARISING DIRECTLY OR INDIRECTLY IN
CONNECTION WITH, OUT OF, OR IN ANY WAY RELATED TO THIS CONTRACT, WITH THE SOLE EXCEPTIONS THAT AN ACTION TO RECOVER POSSESSION OF ALL OR PART OF THE COLLATERAL OR ANY OTHER ASSETS OF THE BUYER OR ANY GUARANTOR HOWEVER DENOMINATED, MAY, IN THE SOLE
DISCRETION OF THE HOLDER, BE BROUGHT IN A STATE OR FEDERAL COURT HAVING JURISDICTION OVER THE COLLATERAL, AND/OR SUCH OTHER ASSETS, AND THAT JUDGMENTS MAY BE CONFESSED, ENTERED, OR ENFORCED IN ANY JURISDICTION WHERE THE BUYER, SELLER, OR ANY
GUARANTOR, OR THE COLLATERAL AND/OR ANY OTHER ASSETS OF THE BUYER, SELLER, OR GUARANTOR MAY BE LOCATED. BUYER AND SELLER EACH WAIVE ANY RIGHT THEY OR ANY OF THEM MAY HAVE TO TRANSFER OR CHANGE THE VENUE OF ANY LITIGATION BROUGHT IN ACCORDANCE
HEREWITH. BUYER, AND SELLER EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS, DEFENSES, COUNTERCLAIMS, CROSSCLAIMS AND SETOFF OR RECOUPMENT CLAIMS ARISING EITHER DIRECTLY OR
INDIRECTLY BETWEEN OR AMONG THEM AND/OR INVOLVING ANY PERSON OR ENTITY CLAIMING ANY RIGHTS ACQUIRED BY, THROUGH OR UNDER ANY PARTY AND FURTHER WAIVES ANY AND ALL RIGHT TO CLAIM OR RECOVER ANY PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER
THAN, OR IN ADDITION TO ACTUAL DAMAGES. 
 10. Holder may at any time, with or without exercising any of the rights or remedies
aforesaid and without prior notice or demand to Buyer, appropriate and apply toward the payment of Buyer’s obligations to Holder hereunder any and all balances, sums, property, credits, deposits, accounts, reserves, collections, drafts, notes
or checks coming into Holder’s possession and belonging or owing to Buyer, and for such purposes, endorse the name of Buyer on any such instrument made payable to Buyer for deposit, negotiation, discount or collection. Such applications may be
made, or any monies paid to Holder may be applied, without notice to Buyer, partly or entirely to Buyer’s obligations to Holder as Holder in its sole discretion may elect. In its sole discretion Holder may apply and/or change applications of
any sums paid and/or to be paid by or for Buyer, under any circumstances, to any obligations of Buyer to Holder, presently existing or otherwise. The interest rates which may be provided for in any instrument evidencing one or more of Buyer’s
obligations to Holder shall in no event, circumstance or contingency, exceed any maximum permitted by applicable law. 
 11. No failure to
exercise, no delay in exercising, and no single or partial exercise on the part of Holder of any right, privilege, remedy, or power under the Contract, shall operate as a waive thereof or preclude Holder from exercising any other right, privilege,
remedy or power under this Contract whether or not Buyer is in default hereunder. No waiver of any provision of the Contract shall be effective unless in writing, signed by a duly authorized officer of the party to be charged, and no amendment,
supplement or other modification of the Contract shall be effective unless in writing signed by each of the parties to the Contract. This instrument constitutes the entire agreement between Holder and Buyer. This Contract cannot be modified or
terminated orally. Only a written instrument, signed by an officer of Holder, shall be effective to modify or terminate any obligation of Buyer to Holder, this Contract or any other agreement between Buyer and Holder but only to the extent therein
specifically set forth therein. No agent or employee of the Seller is authorized to bind Holder to this Contract, to waive or alter any term or conditions contained herein or add any provision hereto. 

12. Intending that each and every provision of this Contract be fully effective and enforceable according to its terms, the parties agree that
the validity, enforceability and effectiveness of each provision hereof and the obligations, rights and remedies of the Buyer and Holder in any way related to or arising under this Contract or under one or more of Buyer’s obligation to Holder
shall be governed by and construed in accordance with the laws of the State of Delaware (excluding its choice of law rules). If any one or more provisions hereof are in conflict with any statute or law and thus not valid or enforceable, then each
such provision shall be deemed null and void but only to the extent of such conflict and without invalidating or affecting the remaining provisions hereof. This contract shall be binding upon the heirs, administrators, legal representatives and
successors of the Buyer. 
  
  

DELIVERY AND ACCEPTANCE OF PROPERTY (Check Appropriate Line)  

 

	 ̈	On             the Property was delivered to Buyer with all installation and other work necessary for the proper use of the Property completed at the location
agreed upon by Buyer and Seller; the Property was inspected by Buyer and found to be in satisfactory condition in all respects and delivery was unconditionally accepted by Buyer. 


 

	 ̈	The Property has not yet been delivered to or accepted by Buyer and, upon delivery, Buyer agrees to execute a delivery and acceptance certificate in a form acceptable to Seller or Seller’s assignee.


  
  

THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. LIABILITY INSURANCE COVERAGE FOR BODILY INJURY AND PROPERTY DAMAGE IS NOT INCLUDED IN THIS CONTRACT. NOTICE TO BUYER: DO NOT SIGN THIS CONTRACT BEFORE YOU
READ IT OR IF IT CONTAINS ANY BLANK SPACES. YOU ARE ENTITLED TO A COPY OF THE AGREEMENT YOU SIGN. BUYER ACKNOWLEDGES RECEIPT OF A SIGNED, TRUE AND CORRECT EXECUTED COPY OF THIS CONTRACT. 

Buyer hereby authorizes Holder to disclose to third-parties certain financial information relating to Buyer which Holder has obtained or will hereafter obtain
including but not limited to payment histories, balances and due dates. 
  

									
	Date:		  
						
			
	  
				  

			
	(SELLER)				(BUYER)
					
	By:		  
				By:		  

					
	Its:		  
				Its:		  

			 (Title)
						 (Title)

				
							  

							(Witness to Buyer’s Signature)








 ASSIGNMENT 

FOR VALUE RECEIVED, the undersigned (“Assignor”) hereby sells, assigns, and transfers to COMMERCIAL CREDIT GROUP INC., a Delaware
Corporation, (“Assignee”), its successor and assigns, WITH RECOURSE, the conditional sale contract and/or lease agreement and/or security agreement and/or
                     (herein called “Contract”) dated
                    , between
                                    , as Seller/Lessor/Secured
Party/                    , and
                                     as
Buyer/Lessee/Debtor/                     (herein called “Obligor”), together with the sums payable thereunder and our security interest in
and to the property therein described (the “Property”), and all notes, contracts of guaranty or surety, and collateral of any kind or nature which we have pertaining thereto, and all rights, remedies and powers relating thereto, with good
right in Assignee to collect and discharge the same. 
 Assignor represents, warrants and agrees as to said Contract: (a) it is a valid
and enforceable obligation arising out of a bona fide installment sale or lease or security agreement of the Property to Obligor in the ordinary course of business, it contains or describes the entire agreement and all instruments made or given in
connection with such sale, lease, loan or security agreement; (b) no representations, warranties or inducements not contained in the Contract have been made or given; (c) it creates a first security interest and/or first lien upon the
Property and such security interest has been properly and timely filed or recorded under all applicable filing or recording statutes; (d) it and the Property are free of any liens, claims, encumbrances, defenses, offsets and counterclaims, real
or claimed; (e) the present unpaid balance shown below is correct; (f) all down payments received have been made in cash except down payments by equipment trade-ins; (g) Assignor will comply with all its obligations under the
Contract; (h) Assignor has remitted to the appropriate taxing authorities all sales, use or other taxes applicable to the transaction described in the Contract or have received from the Obligor and delivered to Assignee all appropriate
evidences of exemption from such taxes; (i) all data furnished to Assignee and all statements made and unpaid balances shown in the Contract are and will be true and correct, and the signatures thereon are the genuine signatures of persons
having capacity to so contract and Assignor has the right to assign the Contract; (j) it is and will be enforceable against all parties thereto in accordance with its terms; (k) Assignor has complied, and it complies, with all applicable
Federal, State and Municipal laws, rules or regulations having the force of law regarding conditional sale contracts, security agreements, leases, loans, chattel mortgages and installment paper; (l) the Property has been delivered, accepted,
installed, and insured and we will fulfill our obligation to Obligor with respect thereto, and (m) no event of default has occurred under the Contract and no circumstance has occurred which will, with the passage of time or the giving of
notice, become an event of default. 
 Assignor further represents, warrants and agrees that Assignee has a valid and enforceable first
security interest and/or first lien on the Property and Assignor subordinates to Assignee all liens and/or encumbrances (statutory and/or otherwise) which it may acquire and/or assert against the Property; that Assignee may in our name endorse any
notes and/or any other obligations given in connection with the Contract and all remittances received. Assignor hereby waives notice of acceptance hereof, presentment of payment, demand, notice of protest and dishonor, notice of default or
nonpayment and notices of every kind and nature with respect to the Contract and any notes and/or any other obligations given in connection therewith. Assignor waives all exemptions and homestead laws and any other demands and notices required by
law and Assignor waives all setoffs and counterclaims. Assignor also waives any and all defenses based on suretyship or any other applicable law, including without limitation all rights and defenses arising out of: (i) an election of remedies
by Assignee even though that election of remedies may have destroyed rights of subrogation and reimbursement against Obligor by operation of law or otherwise; (ii) protections afforded to Obligor pursuant to antideficiency or similar laws
limiting or discharging Obligor’s obligations to Assignee; (iii) the invalidity or unenforceability of this assignment; (iv) the failure to notify Assignor of the disposition of any Property securing the obligations of Obligor;
(v) the commercial reasonableness of such disposition or the impairment, however caused, of the value of such Property; and (vi) any duty on Assignee’s part (should such duty exist) to disclose to Assignor any matter, fact or thing
related to the business operations or condition (financial or otherwise) of Obligor or its affiliates or Property, whether now or hereafter known by Assignee or (vi) any bankruptcy, extensions, stays, moratoria or other relief granted to
Obligor or any Guarantor pursuant to any statute presently in force or hereafter enacted. 
 Assignee may at anytime, without consent of
Assignor, without notice to Assignor and without affecting or impairing the obligations of Assignor hereunder, do any of the following: (a) renew, extend (including extensions beyond the original term of the Contract), modify (including
covenants, conditions, changes in interest rates or fees, or amounts and/or timing of payments), release or discharge any obligation of Obligor or any persons obligated on the Contract or on any accompanying note or guaranty, (the “Contract
Obligations”); (b) accept partial payments of the Contract Obligations; (c) accept new or additional documents, instruments or agreements relating to or in substitution of the Contract Obligations; (d) settle, release (by
operation of law or otherwise), compound, compromise, collect or liquidate any of the Contract Obligations and the security therefor in any manner; (e) consent to the transfer or return of security and take and hold additional security or
guaranties for the Contract Obligations; (f) amend, exchange, release or waive any security or guaranty; or (g) bid and purchase at any sale of the Contract or security and apply any proceeds and security and direct the order and manner of
sale. 
 ASSIGNOR AGREES TO THE EXCLUSIVE VENUE AND JURISDICTION OF ANY STATE OR FEDERAL COURT PRESIDING IN MECKLENBURG COUNTY NORTH
CAROLINA FOR ALL ACTIONS, PROCEEDINGS, CLAIMS, COUNTERCLAIMS OR CROSSCLAIMS ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, OR IN ANY WAY RELATED TO THIS ASSIGNMENT OR THE CONTRACT. ASSIGNOR WAIVES ANY RIGHT THEY MAY HAVE TO TRANSFER OR
CHANGE THE VENUE OF ANY LITIGATION BROUGHT IN ACCORDANCE HEREWITH. ASSIGNOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS, DEFENSES, COUNTERCLAIMS, CROSSCLAIMS AND SETOFF OR
RECOUPMENT CLAIMS ARISING EITHER DIRECTLY OR INDIRECTLY OUT OF THIS ASSIGNMENT OR THE CONTRACT AND FURTHER WAIVES ANY AND ALL RIGHT TO CLAIM OR RECOVER ANY PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO ACTUAL
DAMAGES. 
 Intending that each and every provision of this assignment be fully effective and enforceable according to its terms,
assignee agrees that the validity, enforceability and effectiveness of each provision hereof and the obligations, rights and remedies in any way related to or arising under this assignment shall be governed by and construed in accordance with the
laws of the State of Delaware (excluding its choice of law rules). 
 Assignor shall indemnify and save Assignee harmless from any loss,
damage or expense, including attorney’s fees, incurred by Assignee as a result of Assignor’s breach of any of the terms of this assignment or any of the warranties, obligations or undertakings described herein. Assignee’s knowledge at
any time of any breach of or non-compliance with any of the terms and conditions of this assignment shall not constitute any waiver by Assignee. Assignor represents and warrants that as at the day of the execution hereof (1) we know of nothing
which (a) would make the Contract less valuable or (b) if disclosed to Assignee, would adversely affect Assignee’s decision to acquire the Contract; and (2) the unpaid balance of the Contract assigned hereby is
$            . 
 In addition to its covenants, warranties and representations
contained herein, this assignment is WITH RECOURSE and Assignor hereby unconditionally guarantees and promises to pay to Assignee, upon any default by Obligor and upon demand by Assignee, the full amount of all Obligor’s obligations under the
Contract then due and owing. 
  

									
	Dated		  
				  

							Assignor
					
							By:		  

				
							  

							(Title)








 ASSIGNMENT 

FOR VALUE RECEIVED, the undersigned (“Assignor”) hereby sells, assigns, and transfers to COMMERCIAL CREDIT GROUP INC., a Delaware
Corporation, (“Assignee”), its successor and assigns, WITHOUT RECOURSE, except for breach of any agreement and/or warranty hereinafter set forth, the conditional sale contract and/or lease agreement and/or security agreement and/or
                     (herein called “Contract”) dated
                    , between
                                        , as
Seller/Lessor/Secured Party/                     , and
                                        as
Buyer/Lessee/Debtor/                     (herein called “Obligor”), together with the sums payable thereunder and our security interest in
and to the property therein described (the “Property”), and all notes, contracts of guaranty or surety, and collateral of any kind or nature which we have pertaining thereto, and all rights, remedies and powers relating thereto, with good
right in Assignee to collect and discharge the same. 
 Assignor represents, warrants and agrees as to said Contract: (a) it is a valid
and enforceable obligation arising out of a bona fide installment sale or lease or security agreement of the Property to Obligor in the ordinary course of business, it contains or describes the entire agreement and all instruments made or given in
connection with such sale, lease, loan or security agreement; (b) no representations, warranties or inducements not contained in the Contract have been made or given; (c) it creates a first security interest and/or first lien upon the
Property and such security interest has been properly and timely filed or recorded under all applicable filing or recording statutes; (d) it and the Property are free of any liens, claims, encumbrances, defenses, offsets and counterclaims, real
or claimed; (e) the present unpaid balance shown below is correct; (f) all down payments received have been made in cash except down payments by equipment trade-ins; (g) Assignor will comply with all its obligations under the
Contract; (h) Assignor has remitted to the appropriate taxing authorities all sales, use or other taxes applicable to the transaction described in the Contract or have received from the Obligor and delivered to Assignee all appropriate
evidences of exemption from such taxes; (i) all data furnished to Assignee and all statements made and unpaid balances shown in the Contract are and will be true and correct, and the signatures thereon are the genuine signatures of persons
having capacity to so contract and Assignor has the right to assign the Contract; (j) it is and will be enforceable against all parties thereto in accordance with its terms; (k) Assignor has complied, and it complies, with all applicable
Federal, State and Municipal laws, rules or regulations having the force of law regarding conditional sale contracts, security agreements, leases, loans, chattel mortgages and installment paper; (l) the Property has been delivered, accepted,
installed, and insured and we will fulfill our obligation to Obligor with respect thereto, and (m) no event of default has occurred under the Contract and no circumstance has occurred which will, with the passage of time or the giving of
notice, become an event of default. 
 Assignor further represents, warrants and agrees that Assignee has a valid and enforceable first
security interest and/or first lien on the Property and Assignor subordinates to Assignee all liens and/or encumbrances (statutory and/or otherwise) which it may acquire and/or assert against the Property; that Assignee may in our name endorse any
notes and/or any other obligations given in connection with the Contract and all remittances received. Assignor hereby waives notice of acceptance hereof, presentment of payment, demand, notice of protest and dishonor, notice of default or
nonpayment and notices of every kind and nature with respect to the Contract and any notes and/or any other obligations given in connection therewith. Assignor waives all exemptions and homestead laws and any other demands and notices required by
law and Assignor waives all setoffs and counterclaims. Assignor also waives any and all defenses based on suretyship or any other applicable law, including without limitation all rights and defenses arising out of: (i) an election of remedies
by Assignee even though that election of remedies may have destroyed rights of subrogation and reimbursement against Obligor by operation of law or otherwise; (ii) protections afforded to Obligor pursuant to antideficiency or similar laws
limiting or discharging Obligor’s obligations to Assignee; (iii) the invalidity or unenforceability of this assignment; (iv) the failure to notify Assignor of the disposition of any Property securing the obligations of Obligor;
(v) the commercial reasonableness of such disposition or the impairment, however caused, of the value of such Property; and (vi) any duty on Assignee’s part (should such duty exist) to disclose to Assignor any matter, fact or thing
related to the business operations or condition (financial or otherwise) of Obligor or its affiliates or Property, whether now or hereafter known by Assignee or (vi) any bankruptcy, extensions, stays, moratoria or other relief granted to
Obligor or any Guarantor pursuant to any statute presently in force or hereafter enacted. 
 Assignee may at anytime, without consent of
Assignor, without notice to Assignor and without affecting or impairing the obligations of Assignor hereunder, do any of the following: (a) renew, extend (including extensions beyond the original term of the Contract), modify (including changes
in covenants, conditions, interest rates or fees, or amounts and/or timing of payments), release or discharge any obligation of Obligor or any persons obligated on the Contract or on any accompanying note or guaranty, (the “Contract
Obligations”); (b) accept partial payments of the Contract Obligations; (c) accept new or additional documents, instruments or agreements relating to or in substitution of the Contract Obligations; (d) settle, release (by
operation of law or otherwise), compound, compromise, collect or liquidate any of the Contract Obligations and the security therefor in any manner; (e) consent to the transfer or return of security and take and hold additional security or
guaranties for the Contract Obligations; (f) amend, exchange, release or waive any security or guaranty; or (g) bid and purchase at any sale of the Contract or security and apply any proceeds and security and direct the order and manner of
sale. 
 ASSIGNOR AGREES TO THE EXCLUSIVE VENUE AND JURISDICTION OF ANY STATE OR FEDERAL COURT PRESIDING IN MECKLENBURG COUNTY NORTH
CAROLINA FOR ALL ACTIONS, PROCEEDINGS, CLAIMS, COUNTERCLAIMS OR CROSSCLAIMS ARISING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, OUT OF, OR IN ANY WAY RELATED TO THIS ASSIGNMENT OR THE CONTRACT. ASSIGNOR WAIVES ANY RIGHT THEY MAY HAVE TO TRANSFER OR
CHANGE THE VENUE OF ANY LITIGATION BROUGHT IN ACCORDANCE HEREWITH. ASSIGNOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY OF ANY AND ALL CLAIMS, DEFENSES, COUNTERCLAIMS, CROSSCLAIMS AND SETOFF OR
RECOUPMENT CLAIMS ARISING EITHER DIRECTLY OR INDIRECTLY OUT OF THIS ASSIGNMENT OR THE CONTRACT AND FURTHER WAIVES ANY AND ALL RIGHT TO CLAIM OR RECOVER ANY PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO ACTUAL
DAMAGES. 
 Intending that each and every provision of this assignment be fully effective and enforceable according to its terms,
assignee agrees that the validity, enforceability and effectiveness of each provision hereof and the obligations, rights and remedies in any way related to or arising under this assignment shall be governed by and construed in accordance with the
laws of the State of Delaware (excluding its choice of law rules). 
 Assignor shall indemnify and save Assignee harmless from any loss,
damage or expense, including attorney’s fees, incurred by Assignee as a result of Assignor’s breach of any of the terms of this assignment or any of the warranties, obligations or undertakings described herein. Assignee’s knowledge at
any time of any breach of or non-compliance with any of the terms and conditions of this assignment shall not constitute any waiver by Assignee. Assignor represents and warrants that as at the day of the execution hereof (1) we know of nothing
which (a) would make the Contract less valuable or (b) if disclosed to Assignee, would adversely affect Assignee’s decision to acquire the Contract; and (2) the unpaid balance of the Contract assigned hereby is
$            . 
  

									
	Dated		  
				  

							Assignor
					
							By:		  

				
							  

							(Title)