EX-10.11



 Exhibit 10.11 

EXECUTION VERSION 
  

 
 PURCHASE
AGREEMENT 
 Dated as of April 24, 2013 

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
		 	4	  
		
	 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	  


  
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 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


  
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 PURCHASE AGREEMENT 

This PURCHASE AGREEMENT (as amended, supplemented otherwise modified and in effect from
time to time, this “Agreement”), dated as of April 24, 2013, 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. 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 April 24, 2013, by and among
Commercial Credit Group Inc., as Servicer and as Originator, CCG Receivables IV, LLC, as Depositor, CCG Receivables Trust 2013-1, 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 or acquired 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. 

  
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 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 therefor 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. 

  
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 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. 
 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 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. 

  
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 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. 

  
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 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 

  
 6 








 
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. 
 (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, 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; 

  
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 (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. 

  
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 (II) Representations With Respect to the Pool Receivables. 

(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. 

  
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 (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. 

[SIGNATURES FOLLOW] 

  
 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 







 Schedule 1 

Schedule of Released Collateral 
  

											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	559	 	101051101	 	1560	 	108291201	 	1346	 	202281101
	1247	 	101131101	 	1140	 	108301001	 	1350	 	202281105
	1247	 	101261101	 	1307	 	108301203	 	76	 	202291203
	1279	 	101271103	 	1186	 	108311002	 	1189	 	203111101
	1316	 	101311101	 	1190	 	109021001	 	693	 	203181102
	722	 	102011101	 	1886	 	109061201	 	1240	 	203221102
	1339	 	102221101	 	1895	 	109131201	 	369	 	203231101
	39	 	102251104	 	1202	 	109211001	 	986	 	203261001
	1268	 	102281103	 	1512	 	109211201	 	1845	 	203291002
	1349	 	102281105	 	1914	 	109261201	 	1376	 	203311100
	1360	 	103171101	 	1868	 	109281203	 	415	 	203311103
	1361	 	103211101	 	1869	 	109281204	 	1085	 	203311105
	1180	 	103211102	 	470	 	109291001	 	1124	 	203311106
	1365	 	103241101	 	1119	 	110071001	 	89	 	203311107
	1370	 	103301102	 	1179	 	110141001	 	807	 	204011101
	40	 	104181201	 	470	 	110191001	 	1080	 	204121001
	1397	 	104281102	 	470	 	110251001	 	570	 	204171202
	1761	 	105031201	 	1237	 	110291003	 	347	 	204191101
	1710	 	105231201	 	282	 	110311102	 	1386	 	204271101
	363	 	105241101	 	1241	 	111021001	 	445	 	204291102
	14	 	105291201	 	1244	 	111041001	 	880	 	205031001
	1549	 	105311201	 	103	 	111091101	 	1395	 	205241202
	18	 	105311202	 	1479	 	111141102	 	1107	 	205281006
	1790	 	105311203	 	1249	 	111151001	 	1533	 	205291201
	1	 	105311205	 	1257	 	111181001	 	1303	 	205301201
	2	 	105311206	 	142	 	111221001	 	646	 	205311202
	1503	 	105311207	 	1263	 	111291001	 	1791	 	205311206
	1798	 	106081202	 	930	 	112161001	 	1643	 	206071202
	1257	 	106151201	 	1285	 	112171001	 	1784	 	206181201
	1754	 	106211201	 	1288	 	112201001	 	967	 	206281203
	470	 	106211202	 	589	 	112211001	 	1775	 	206281207
	1817	 	106271201	 	1290	 	112311001	 	1126	 	207211001
	1820	 	106281201	 	1044	 	201061001	 	986	 	207271002
	1821	 	106291204	 	1317	 	201141101	 	1587	 	207301202
	1475	 	107151102	 	986	 	201241101	 	1852	 	207311205
	1481	 	107181201	 	896	 	201281101	 	521	 	208081205
	1578	 	107271201	 	719	 	201311101	 	1849	 	208131202
	1458	 	107271203	 	1333	 	202151101	 	1492	 	208131203
	1826	 	107301202	 	1332	 	202151102	 	1376	 	208161203
	722	 	108021001	 	1335	 	202161102	 	1525	 	208201201
	1140	 	108151201	 	1337	 	202181101	 	1199	 	208231201
	722	 	108181001	 	1340	 	202221101	 	1599	 	208241202
	1397	 	108201201	 	1341	 	202241101	 	896	 	208241203
	1738	 	108201202	 	1327	 	202241102	 	1682	 	208301201
	699	 	108251002	 	1028	 	202251002	 	1930	 	209041202


  
 Sch. 1-1 









											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	392	 	209101201	 	700	 	303081101	 	1570	 	306131205
	1403	 	209141202	 	1145	 	303211101	 	827	 	306211201
	1831	 	209141204	 	386	 	303211102	 	1009	 	306211202
	1047	 	209181201	 	1364	 	303241101	 	1671	 	306211203
	1299	 	209201202	 	1369	 	303281104	 	1813	 	306251202
	1818	 	209201203	 	1071	 	303291103	 	1536	 	306251206
	1346	 	209241203	 	960	 	303301101	 	1815	 	306251207
	1721	 	209261201	 	1278	 	303301204	 	760	 	306281201
	1923	 	209271201	 	1469	 	303301206	 	1819	 	306281202
	1485	 	209281201	 	1278	 	303301207	 	355	 	306291102
	392	 	209281203	 	473	 	303311101	 	1156	 	306291202
	1931	 	209281204	 	1375	 	303311103	 	1822	 	306291203
	1757	 	209281205	 	564	 	304051201	 	167	 	306291205
	76	 	210031101	 	350	 	304071002	 	1746	 	307051202
	1218	 	210081001	 	1383	 	304091201	 	700	 	307171201
	1219	 	210121002	 	1278	 	304101204	 	379	 	307181102
	1208	 	210121003	 	1278	 	304101205	 	736	 	307191201
	1196	 	210131002	 	1009	 	304131101	 	995	 	307201001
	807	 	210311104	 	1741	 	304161203	 	1638	 	307231201
	1243	 	211081001	 	65	 	304201101	 	1838	 	307231202
	845	 	211171001	 	1391	 	304211105	 	1581	 	307251201
	1255	 	211181001	 	927	 	304211106	 	1582	 	307251202
	667	 	211191001	 	1092	 	304231007	 	795	 	307291102
	1031	 	211291001	 	1713	 	304241201	 	1847	 	307301203
	860	 	211291104	 	1746	 	304241203	 	1848	 	307301207
	1270	 	211301003	 	951	 	304281102	 	173	 	307311203
	1269	 	211301004	 	899	 	304301001	 	1001	 	307311204
	1281	 	212131002	 	723	 	305141002	 	1617	 	307311206
	1038	 	212280901	 	1668	 	305161201	 	1162	 	308051002
	13	 	212281001	 	1641	 	305171203	 	1856	 	308071201
	807	 	212291001	 	700	 	305211202	 	1813	 	308141201
	1301	 	212311002	 	717	 	305241001	 	1850	 	308201201
	1300	 	212311003	 	717	 	305241002	 	1320	 	308271203
	1303	 	212311007	 	1364	 	305241103	 	760	 	308301203
	1302	 	212311008	 	700	 	305241201	 	993	 	308311203
	1297	 	212311009	 	1781	 	305241202	 	1884	 	308311206
	1322	 	301281101	 	1388	 	305261104	 	700	 	309121201
	350	 	301281102	 	1265	 	305291201	 	907	 	309121202
	1118	 	301281105	 	1713	 	305301201	 	935	 	309121203
	1328	 	302071101	 	1786	 	305311204	 	1894	 	309131202
	1278	 	302101101	 	1785	 	305311206	 	1904	 	309181207
	1571	 	302141201	 	1796	 	306051201	 	1920	 	309261203
	1571	 	302141202	 	1425	 	306071201	 	1928	 	309281206
	1214	 	302181101	 	1543	 	306081201	 	1925	 	309281208
	1145	 	302251102	 	1312	 	306111201	 	1162	 	309301103
	1347	 	302281101	 	1570	 	306131201	 	1222	 	310131001
	1348	 	302281102	 	1570	 	306131202	 	1228	 	310151002
	717	 	302281203	 	1570	 	306131203	 	960	 	310181001
	1082	 	302291204	 	1570	 	306131204	 	1229	 	310181002


  
 Sch. 1-2 









											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	1148	 	310211102	 	1507	 	1C02141302	 	2001	 	1T12111201
	260	 	310291001	 	2077	 	1C03011301	 	1974	 	1T12131202
	1176	 	311021001	 	1110	 	1C10111201	 	1949	 	1T12141201
	795	 	311081001	 	647	 	1C10241201	 	2023	 	1T12271201
	1145	 	311081002	 	1959	 	1C10251201	 	2024	 	1T12281201
	1251	 	311111002	 	1857	 	1C10291201	 	1623	 	1T12311201
	637	 	311161005	 	18	 	1C10311201	 	2037	 	1T12311203
	736	 	311181001	 	1964	 	1C10311202	 	1787	 	1T12311204
	1256	 	311191005	 	1726	 	1C11261201	 	2040	 	2W01021301
	744	 	311211102	 	1985	 	1C11271202	 	2047	 	2W01161301
	684	 	311211103	 	1415	 	1C11301201	 	1682	 	2W01241301
	260	 	311221002	 	1993	 	1C11301202	 	2066	 	2W01281303
	1264	 	311291004	 	1994	 	1C11301204	 	2066	 	2W01281304
	1125	 	311291005	 	1995	 	1C12041201	 	663	 	2W01311304
	1570	 	311291106	 	259	 	1C12191201	 	267	 	2W02011301
	1570	 	311291107	 	669	 	1C12201201	 	2076	 	2W02111301
	1153	 	311301005	 	1307	 	1C12201203	 	1031	 	2W02251305
	1273	 	312071001	 	1584	 	1C12211202	 	1533	 	2W02281301
	260	 	312091001	 	1993	 	1C12261201	 	2112	 	2W02281304
	1278	 	312101001	 	2028	 	1C12261202	 	860	 	2W03181301
	962	 	312301001	 	1642	 	1C12271201	 	1199	 	2W10031201
	1296	 	312301002	 	2022	 	1C12271202	 	1736	 	2W10041201
	1197	 	401311101	 	1288	 	1C12281201	 	1367	 	2W10101203
	1331	 	402111101	 	1767	 	1C12281202	 	1897	 	2W10121202
	1353	 	403071101	 	1718	 	1C12311201	 	1367	 	2W10171201
	1248	 	403071102	 	1246	 	1T01091301	 	896	 	2W10181201
	1357	 	403091101	 	2044	 	1T01111301	 	1343	 	2W10191202
	1727	 	404051201	 	1257	 	1T01151301	 	1955	 	2W10191204
	1661	 	404271201	 	1861	 	1T01221302	 	1493	 	2W10241201
	1661	 	404271202	 	2023	 	1T01221303	 	1448	 	2W10241202
	1116	 	406171001	 	1246	 	1T01241301	 	915	 	2W11091201
	1812	 	406211201	 	2056	 	1T01291301	 	1723	 	2W11151201
	1816	 	407111202	 	2072	 	1T02041301	 	1189	 	2W11151203
	1677	 	408271201	 	1988	 	1T02151301	 	1456	 	2W11211201
	1835	 	409051201	 	1583	 	1T02191301	 	1063	 	2W11281201
	1776	 	409191202	 	2010	 	1T03051301	 	1987	 	2W11291202
	1917	 	409241201	 	2117	 	1T03061301	 	1992	 	2W11301202
	1889	 	409271202	 	2010	 	1T03291302	 	1851	 	2W12031201
	1545	 	409271203	 	1936	 	1T10041201	 	1395	 	2W12051201
	1406	 	409281201	 	14	 	1T10091201	 	1799	 	2W12051203
	1139	 	411121001	 	1869	 	1T10161201	 	1616	 	2W12071201
	1266	 	411301001	 	1645	 	1T10291201	 	1984	 	2W12111201
	1286	 	412171002	 	1974	 	1T11161203	 	349	 	2W12141203
	1293	 	412291001	 	1978	 	1T11161204	 	883	 	2W12171201
	669	 	1C01091301	 	1980	 	1T11191201	 	2009	 	2W12181201
	2043	 	1C01141301	 	1826	 	1T11191202	 	1538	 	2W12181202
	2049	 	1C01221301	 	1607	 	1T11211201	 	1940	 	2W12191201
	2070	 	1C01311301	 	1986	 	1T11281201	 	2015	 	2W12211201
	2071	 	1C01311303	 	1988	 	1T11301201	 	1955	 	2W12211202


  
 Sch. 1-3 









											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	2017	 	2W12241201	 	1938	 	3T10091201	 	1972	 	4C11081201
	2031	 	2W12271201	 	1543	 	3T10091202	 	1677	 	4C11091201
	267	 	2W12281204	 	1832	 	3T10091203	 	1968	 	4C11121201
	2032	 	2W12281206	 	1320	 	3T10111201	 	1976	 	4C11161201
	158	 	2W12311201	 	1740	 	3T10181201	 	1982	 	4C11211201
	2036	 	2W12311202	 	1953	 	3T10191203	 	1674	 	4C11291201
	1735	 	2W12311203	 	1057	 	3T10231201	 	1674	 	4C11291202
	51	 	2W12311204	 	1841	 	3T10231202	 	1795	 	4C11291204
	2050	 	3C01241302	 	1807	 	3T10251201	 	1968	 	4C11301202
	1667	 	3C01281301	 	1629	 	3T10291201	 	1997	 	4C12061201
	2120	 	3C03081302	 	1967	 	3T11071201	 	2013	 	4C12191201
	1934	 	3C10041202	 	1969	 	3T11131202	 	1669	 	4C12281201
	1942	 	3C10101201	 	1970	 	3T11131203	 	1330	 	4C12281203
	1945	 	3C10151201	 	1970	 	3T11191201	 	2030	 	4C12281204
	1966	 	3C11071201	 	1875	 	3T11211201	 	2039	 	4C12311203
	1973	 	3C11141201	 	1979	 	3T11261201	 	2038	 	4C12311205
	882	 	3C11281202	 	2002	 	3T12111201	 	894	 	5C01311301
	1991	 	3C11301201	 	2003	 	3T12121201	 	1943	 	5C11151201
	1990	 	3C11301203	 	2005	 	3T12131201	 	1989	 	5T12041202
	1999	 	3C12101201	 	2004	 	3T12131202	 	1307	 	102251101
	2006	 	3C12171201	 	2008	 	3T12171201	 	1150	 	103301101
	2007	 	3C12171202	 	2011	 	3T12191201	 	1025	 	104051001
	626	 	3C12191201	 	958	 	3T12191202	 	1130	 	104261203
	2020	 	3C12281201	 	2014	 	3T12201201	 	1401	 	104281105
	886	 	3T01021301	 	1813	 	3T12201202	 	647	 	105211201
	2042	 	3T01091301	 	742	 	3T12201203	 	1247	 	105241202
	1839	 	3T01111301	 	2016	 	3T12211201	 	282	 	106091101
	1939	 	3T01141301	 	1777	 	3T12241201	 	941	 	106111001
	1008	 	3T01161301	 	1321	 	3T12241202	 	1458	 	106291101
	2046	 	3T01181301	 	1320	 	3T12241203	 	1825	 	106291206
	1216	 	3T01241301	 	2018	 	3T12261201	 	191	 	106301103
	2052	 	3T01251302	 	1571	 	3T12261202	 	1475	 	107151101
	2053	 	3T01281301	 	1866	 	3T12271201	 	1477	 	107181101
	1617	 	3T01281302	 	2026	 	3T12281202	 	1479	 	107191101
	2034	 	3T01301301	 	2027	 	3T12281203	 	1481	 	107191102
	2068	 	3T01311302	 	2025	 	3T12281205	 	1419	 	107201101
	182	 	3T02011303	 	2033	 	3T12311201	 	1483	 	107211101
	2094	 	3T02251302	 	2034	 	3T12311203	 	1488	 	107271101
	2092	 	3T02251303	 	2035	 	3T12311204	 	1840	 	107311203
	1832	 	3T02271305	 	2054	 	4C01281302	 	1853	 	108011201
	2108	 	3T02281301	 	2057	 	4C01291301	 	375	 	108161001
	1866	 	3T02281306	 	1561	 	4C01311301	 	1869	 	108211202
	1875	 	3T03131301	 	2048	 	4C01311302	 	101	 	108251101
	1875	 	3T03131302	 	2054	 	4C02151301	 	1181	 	108261003
	2156	 	3T03281301	 	2114	 	4C02281303	 	1179	 	108261005
	2111	 	3T03281302	 	1889	 	4C10101201	 	1520	 	108261102
	1866	 	3T10031201	 	1950	 	4C10101202	 	1140	 	108271201
	1937	 	3T10051201	 	1834	 	4C10171201	 	1257	 	109181201
	1672	 	3T10051204	 	1960	 	4C10301201	 	1318	 	109211101


  
 Sch. 1-4 









											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	1546	 	109231102	 	698	 	206291202	 	1491	 	212201102
	18	 	109271201	 	1386	 	207051101	 	1061	 	212221103
	103	 	109281201	 	1031	 	207071102	 	1640	 	212231101
	470	 	110191104	 	1829	 	207101201	 	1643	 	212281101
	1230	 	110211001	 	1831	 	207101202	 	1648	 	212291101
	792	 	110281101	 	1791	 	207101203	 	1650	 	212291103
	14	 	110311103	 	1830	 	207111202	 	1655	 	212301102
	1246	 	111101002	 	1474	 	207141101	 	1029	 	212310902
	722	 	111231101	 	76	 	207191102	 	1299	 	212311005
	1614	 	111231104	 	1837	 	207201201	 	888	 	301201001
	1517	 	111291102	 	1784	 	207201202	 	1050	 	301251002
	168	 	111301002	 	1189	 	207231101	 	888	 	302161002
	1503	 	112051101	 	1491	 	207261102	 	1056	 	302161003
	1621	 	112071101	 	896	 	207271102	 	684	 	303211203
	1622	 	112131101	 	896	 	207271103	 	1071	 	303261003
	1633	 	112161102	 	1844	 	207271202	 	907	 	303301106
	422	 	112191101	 	1492	 	207281102	 	1278	 	303301201
	1257	 	112201101	 	1471	 	207281104	 	736	 	304061002
	669	 	112231101	 	1496	 	207291101	 	1765	 	304171201
	1633	 	112291101	 	716	 	207311202	 	1741	 	304251202
	994	 	202171001	 	1851	 	207311204	 	1752	 	304261201
	1066	 	203221002	 	521	 	208081204	 	1753	 	304261202
	1736	 	203301206	 	1723	 	208131201	 	1278	 	304271203
	598	 	204271002	 	76	 	208161101	 	1278	 	304271204
	1757	 	204271202	 	1873	 	208231202	 	1094	 	304301004
	1035	 	204301202	 	97	 	208241101	 	980	 	305101101
	967	 	205151202	 	1849	 	208241201	 	995	 	305101102
	1028	 	205171001	 	87	 	208311001	 	1740	 	305111202
	1101	 	205201003	 	369	 	209041203	 	1746	 	305111203
	218	 	205211202	 	1195	 	209141001	 	1617	 	305171201
	1108	 	205281008	 	1533	 	209141201	 	1779	 	305231201
	1108	 	205281009	 	1206	 	209221001	 	1102	 	305241003
	274	 	205311105	 	1346	 	209241204	 	1364	 	305241102
	1379	 	206061201	 	1376	 	209271203	 	202	 	305261001
	878	 	206101102	 	7	 	210291003	 	1388	 	305271104
	1799	 	206111201	 	1591	 	210311101	 	1437	 	306131102
	1442	 	206151102	 	807	 	210311103	 	1348	 	306151101
	1805	 	206151201	 	1240	 	211011001	 	1440	 	306151103
	499	 	206191201	 	1189	 	211021101	 	1388	 	306161101
	1346	 	206201101	 	1340	 	211041101	 	1445	 	306171102
	1811	 	206201201	 	1525	 	211091102	 	960	 	306211102
	1350	 	206211201	 	13	 	211151101	 	795	 	306221101
	1448	 	206221101	 	1261	 	211241002	 	1022	 	306231002
	1124	 	206241102	 	445	 	211241004	 	1451	 	306231101
	1682	 	206261201	 	1616	 	212011101	 	795	 	306251003
	1587	 	206271202	 	1626	 	212141101	 	1298	 	306281101
	1011	 	206281201	 	1630	 	212151101	 	355	 	306291101
	1341	 	206291102	 	1631	 	212151102	 	1363	 	306291105
	524	 	206291201	 	1635	 	212191101	 	1823	 	306291204


  
 Sch. 1-5 









											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	564	 	306301004	 	1558	 	311041102	 	1371	 	1C12201202
	1373	 	306301101	 	700	 	311101101	 	1869	 	1T01041301
	1464	 	306301108	 	1597	 	311101102	 	2045	 	1T01111303
	795	 	307011101	 	1536	 	311101104	 	1808	 	1T01221301
	1162	 	307051101	 	744	 	311211101	 	2023	 	1T01221304
	1746	 	307051201	 	1601	 	311211104	 	1458	 	1T01251301
	736	 	307071101	 	1603	 	311221102	 	2062	 	1T01291302
	1796	 	307111202	 	1543	 	311281107	 	2067	 	1T01311301
	459	 	307121001	 	1264	 	311291003	 	1575	 	1T02011301
	379	 	307181101	 	1265	 	311301004	 	1607	 	1T02061301
	684	 	307181103	 	1554	 	311301104	 	1808	 	1T02071301
	1437	 	307211101	 	1500	 	312011102	 	2023	 	1T02081301
	1162	 	307211102	 	1229	 	312081101	 	1754	 	1T02251301
	993	 	307221101	 	1312	 	312081102	 	2097	 	1T02261301
	1132	 	307221102	 	1118	 	312101002	 	2107	 	1T02281302
	1153	 	307261001	 	1627	 	312151101	 	1787	 	1T03141301
	1382	 	307261101	 	1629	 	312151105	 	2140	 	1T03191301
	1494	 	307281103	 	1601	 	312151106	 	142	 	1T03191302
	795	 	307291101	 	1632	 	312161101	 	142	 	1T03191303
	795	 	307301001	 	1634	 	312191101	 	1578	 	1T03211301
	1041	 	307301008	 	760	 	312221104	 	282	 	1T10251201
	459	 	308061003	 	1527	 	312281101	 	1754	 	1T10311202
	736	 	308101201	 	1656	 	312281102	 	1826	 	1T11301203
	1260	 	308161101	 	1647	 	312291103	 	103	 	1T12131201
	1866	 	308201202	 	1654	 	312301107	 	2010	 	1T12181201
	1813	 	308231201	 	1661	 	402281201	 	1424	 	2W01151301
	899	 	308241003	 	1795	 	406041201	 	445	 	2W01291303
	1571	 	308241201	 	1111	 	406071001	 	1533	 	2W01301301
	700	 	308271201	 	1545	 	406131201	 	2069	 	2W01311303
	350	 	308301101	 	1444	 	406161101	 	1341	 	2W02051301
	760	 	308301202	 	1677	 	406281201	 	548	 	2W02081301
	760	 	308301204	 	1472	 	407011101	 	2060	 	2W02131301
	993	 	308311204	 	1141	 	407131001	 	2086	 	2W02191302
	961	 	309011001	 	1478	 	407181101	 	7	 	2W02191303
	167	 	309101201	 	1487	 	407281101	 	982	 	2W02191305
	1009	 	309111202	 	1159	 	408041001	 	69	 	2W02251303
	1796	 	309251201	 	1506	 	408111101	 	1897	 	2W02251304
	1571	 	309271203	 	1889	 	409061201	 	1791	 	2W02251306
	1781	 	309271204	 	1197	 	409151002	 	788	 	2W02271301
	1221	 	309281201	 	1203	 	409211001	 	1189	 	2W03011301
	1927	 	309281205	 	1929	 	409271201	 	2122	 	2W03111301
	1926	 	309281209	 	1203	 	412081101	 	2130	 	2W03131301
	167	 	309291002	 	2041	 	1C01071301	 	2133	 	2W03141302
	1557	 	309291101	 	2064	 	1C01301301	 	2150	 	2W03271304
	1558	 	309291104	 	2089	 	1C02221301	 	141	 	2W03281303
	1213	 	309301003	 	1307	 	1C02251301	 	1897	 	2W10121201
	1148	 	310211101	 	2128	 	1C03121301	 	1958	 	2W10241204
	564	 	310261102	 	1995	 	1C03251301	 	693	 	2W10251201
	1589	 	310311102	 	2000	 	1C12101201	 	1492	 	2W10261202


  
 Sch. 1-6 









											
	Customer #	 	Contract #	 	Customer #	 	Contract #	 	Customer #	 	Contract #
	1362	 	2W11011201	 	1460	 	3T03261301	 	1037	 	312230902
	1965	 	2W11021201	 	182	 	3T03281303	 	1545	 	409271204
	1587	 	2W11071201	 	2157	 	3T03281304	 	2082	 	1C02141303
	1930	 	2W11121201	 	2157	 	3T03281306	 	1371	 	1C02201301
	1975	 	2W11151202	 	1848	 	3T10251202	 	2103	 	1C02271301
	1448	 	2W11291201	 	1071	 	3T11051201	 	2104	 	1C02271302
	1849	 	2W11291203	 	1071	 	3T11091201	 	2124	 	1C03111301
	1831	 	2W11301201	 	1969	 	3T11131201	 	18	 	1C03181301
	1367	 	2W11301203	 	1057	 	3T11131204	 	2075	 	1C03201301
	567	 	2W12031202	 	1320	 	3T11151201	 	1995	 	1C03281301
	719	 	2W12051202	 	1977	 	3T11161201	 	1892	 	1T01151302
	13	 	2W12071202	 	1983	 	3T11261202	 	1140	 	1T01281301
	2029	 	2W12281201	 	1970	 	3T11271201	 	1693	 	1T02201301
	51	 	2W12311205	 	1996	 	3T12061201	 	1879	 	1T02201302
	1705	 	3C01151301	 	1214	 	3T12131203	 	282	 	1T02201303
	1991	 	3C01161301	 	1214	 	3T12131204	 	2044	 	1T02221301
	2050	 	3C01241301	 	1571	 	3T12261203	 	14	 	1T02221302
	684	 	3C02211301	 	2025	 	3T12281204	 	840	 	1T03071301
	1579	 	3C02281302	 	2033	 	3T12311202	 	1	 	1T03221301
	1383	 	3C03181301	 	1669	 	4C01181301	 	191	 	1T10051201
	1383	 	3C03181303	 	2054	 	4C01281301	 	1481	 	1T12181203
	1934	 	3C10041201	 	1677	 	4C02081301	 	1882	 	2W01311302
	2046	 	3T01141303	 	1776	 	4C02131301	 	2091	 	2W02221301
	1866	 	3T01151301	 	2100	 	4C02261301	 	1723	 	2W02251301
	1842	 	3T01231301	 	928	 	4C02271301	 	1984	 	2W02261301
	1617	 	3T01281303	 	2106	 	4C02281301	 	2098	 	2W02261302
	1937	 	3T01281304	 	2115	 	4C02281302	 	845	 	2W02271302
	861	 	3T01311301	 	1889	 	4C03151301	 	2113	 	2W02281303
	2065	 	3T01311303	 	2135	 	4C03151302	 	2116	 	2W03011302
	1786	 	3T01311304	 	2144	 	4C03221302	 	1395	 	2W03081302
	2052	 	3T02011302	 	1948	 	4C10151201	 	1799	 	2W03081303
	2073	 	3T02061301	 	1889	 	4C10191201	 	2132	 	2W03141301
	1953	 	3T02121301	 	1889	 	4C11211202	 	2137	 	2W03181302
	2079	 	3T02131301	 	1776	 	4C11291203	 	89	 	2W03191301
	2046	 	3T02251301	 	1889	 	4C12201201	 	2141	 	2W03211303
	182	 	3T02271302	 	2039	 	4C12311202	 	2148	 	2W03261301
	2102	 	3T02271303	 	2127	 	5C03121301	 	499	 	2W03261302
	1675	 	3T02281303	 	2099	 	5T02261301	 	76	 	2W03291303
	1278	 	3T02281304	 	2099	 	5T02261302	 	581	 	2W03291305
	1866	 	3T02281307	 	2126	 	5T03121301	 	1930	 	2W11271201
	1284	 	3T02281308	 	2155	 	5T03281301	 	1118	 	3C01251301
	717	 	3T02281310	 	1989	 	5T12041201	 	999	 	3C02271301
	1953	 	3T03011301	 	39	 	103231101	 	2105	 	3C02281301
	2118	 	3T03071302	 	1808	 	109171201	 	2109	 	3C02281303
	1842	 	3T03081301	 	967	 	204121002	 	1459	 	3C02281304
	2125	 	3T03121302	 	76	 	207271001	 	2110	 	3C02281306
	2131	 	3T03141301	 	1341	 	209101204	 	1383	 	3C03181302
	2138	 	3T03181302	 	1103	 	305261002	 	2160	 	3C03291301
	2026	 	3T03251303	 	1264	 	311291002	 	1668	 	3C11071202


  
 Sch. 1-7 









											
	Customer #	 	Contract #	 	 	 	 	 	 	 	 
	767	 	3C11281201	 		 		 		 	
	1617	 	3T02011301	 		 		 		 	
	2084	 	3T02191302	 		 		 		 	
	2095	 	3T02251304	 		 		 		 	
	1460	 	3T02261302	 		 		 		 	
	2111	 	3T02281305	 		 		 		 	
	1009	 	3T02281309	 		 		 		 	
	830	 	3T03061301	 		 		 		 	
	830	 	3T03061302	 		 		 		 	
	701	 	3T03071301	 		 		 		 	
	2042	 	3T03201301	 		 		 		 	
	2145	 	3T03251301	 		 		 		 	
	1777	 	3T03251302	 		 		 		 	
	2157	 	3T03281305	 		 		 		 	
	1460	 	3T03291301	 		 		 		 	
	2159	 	3T03291302	 		 		 		 	
	2157	 	3T03291303	 		 		 		 	
	689	 	3T10291202	 		 		 		 	
	689	 	3T10291203	 		 		 		 	
	689	 	3T10291205	 		 		 		 	
	2081	 	4C02081302	 		 		 		 	
	1639	 	4C02221301	 		 		 		 	
	2134	 	4C03131301	 		 		 		 	
	2143	 	4C03221301	 		 		 		 	
	2154	 	4C03281301	 		 		 		 	
	1197	 	4C10031201	 		 		 		 	
	1545	 	4C12181201	 		 		 		 	
	1878	 	4C12281202	 		 		 		 	
	2142	 	5C03221301	 		 		 		 	
	1943	 	5C11281201	 		 		 		 	
	2099	 	5T02261303	 		 		 		 	
	1989	 	5T12281201	 		 		 		 	


  
 Sch. 1-8 








 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 







 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 







 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 







 Exhibit A 

Form of Contract