PURCHASEAGREEMENT Dated as of April 24, 2013 by and between COMMERCIAL CREDIT GROUP INC., as Originator, and CCGRECEIVABLES IV, LLC, as Depositor

EX-10.11 14 d809455dex1011.htm EX-10.11 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   

 

-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 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

 

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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.

 

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(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.

 

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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;

 

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(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;

 

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(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).

 

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(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