PURCHASEAGREEMENT Dated as of February 15, 2012 by and between COMMERCIAL CREDIT GROUP INC., as Originator, and CCG RECEIVABLES IV, LLC, as Depositor

EX-10.15 18 d809455dex1015.htm EX-10.15 EX-10.15

Exhibit 10.15

EXECUTION VERSION

 

 

PURCHASE AGREEMENT

Dated as of February 15, 2012

by and between

COMMERCIAL CREDIT GROUP INC.,

as Originator,

and

CCG RECEIVABLES IV, LLC,

as Depositor

 

 

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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			17
SECTION 8.7		Binding Effect; Assignment			17
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		Notices
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 February 15, 2012, 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 Indemnified Amounts” 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 February 15, 2012 by and among Commercial Credit Group Inc., as Servicer and as Originator, CCG Receivables IV, LLC, as Depositor, CCG Receivables Trust 2012-1, 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 and Related Security, (b) the Collections (including, for the avoidance of doubt, Excluded Amounts), (c) any security interest in the Equipment held by the Originator, (d) the rights to proceeds from casualty insurance policies covering the Equipment; (e) the Originator’s rights under this Agreement; (f) all present and future claims, demands, causes of actions in respect of the foregoing, and (g) 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

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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 date hereof. On the date hereof, 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. 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 Receivable and the Related Security therefor shall be not less than fair market value of such Receivable and the Related Security. 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 in any material respect with respect to a Pool Receivable, the Originator shall pay to the Issuer, on behalf of the Depositor, in immediately available funds an amount equal to the entire Net Book Value of such Pool Receivable as provided in Section 5.4.

SECTION 4.2 Actions Evidencing Purchases.

(a) 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.

 

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(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.

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 not 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

 

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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.

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) for purposes of or 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 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, (iii) for any other purpose that violates applicable Law, including Regulations T, U or X of the Federal Reserve Board or (iv) for any purpose that violates Applicable Law.

 

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

(f) Subsidiaries; Tradenames, Etc. (i) As of the date hereof, 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, the Indenture Trustee and the Noteholders), 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 or (ii) contributes to any multiemployer plan.

(i) Lock-Box Accounts. All Obligors in respect of Pool Receivables sold or contributed hereunder have been instructed as of the date hereof 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 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

 

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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;

(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.

 

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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).

(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 the Equipment); 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 date hereof, (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 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) No Adverse Selection. Each Pool Receivable sold or contributed hereunder was not and will not be subject to any adverse selection, which could reasonably be expected to be materially unfavorable to the Depositor, the Issuer, the Indenture Trustee, any Noteholder or any assignee thereof.

(d) 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 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.

(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 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.

(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.

(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)(d) shall be continuing, and remain in full force and effect until the occurrence of the Final Payment Date.

 

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(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 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) that materially and adversely affects any 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

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ARTICLE VI

AFFIRMATIVE COVENANTS

SECTION 6.1 Affirmative Covenants of the Depositor. At all times from the date hereof 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.

(i) Prior to the occurrence of a Default or an Event of Default and once per calendar year at expense of the party requesting such audit or inspection, the Originator shall at any time during regular business hours, upon reasonable notice, as requested by the Depositor, 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 (A) examine and make copies of and take abstracts from all books, records and documents (including computer tapes and disks) relating to the Sold Assets, including the related Contracts and Pool Receivables and (B) visit the offices and properties of the Originator for the purpose of examining such materials described in clause (A), and to discuss matters relating to the Sold Assets or the Originator’s performance hereunder, under the Contracts and under the other Transaction Documents to which it is a party with any of the officers, directors, or in the presence of an officer, employee or independent public accountant, of the Originator having knowledge of such matters.

(ii) During a Default or an Event of Default, the Depositor and its assigns (including the Issuer and the Indenture Trustee on behalf of the Noteholders) may conduct an unlimited number of audits of the Originator for any of the purposes set forth in (i) above, as necessary, at the expense of the Originator.

 

12

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(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;

(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 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 title in the Sold Assets 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) as may be requested by the Depositor or the Indenture Trustee 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. 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 cause the related Obligors to maintain an insurance policy with financially sound and reputable insurance companies covering all Equipment owned or leased by such Obligor in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. To the extent the Intercreditor Agreement sets forth any insurance requirements on Equipment and other property of the Originator, the Originator shall at all times ensure that insurance policies are maintained in compliance with any such requirements set forth in the Intercreditor Agreement;

(i) Collections Received. The Originator shall hold in trust and deposit immediately, but in any event not later than five (5) 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

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(j) Custodian File. Not later than the Closing Date or the applicable Substitution Date, the Originator shall cause to be delivered to the Depositor or the Custodian the Custodian Files for the relevant Pool Receivables. Each Custodian File shall be clearly marked with a Contract number, which shall be used by the Originator, the Issuer, the Depositor and the Indenture Trustee to identify such Contract and the related Pool Receivable. The Originator shall take all actions necessary or reasonably requested by the Depositor from time to time to ensure that the Custodian File with respect to each Pool Receivable is accurate and complete in all material respects;

(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, after the occurrence of a Calculation Event, 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 date hereof 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

 

14

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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).

(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 Indemnified Amounts”) 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;

 

15

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(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); 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);

(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;

(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 date hereof) 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;

 

16

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excluding, however, (i) Originator Indemnified Amounts 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.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

SECTION 8.1 Waivers; Amendments.

(a) No failure or delay on the part of the Depositor in exercising any power, right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other further exercise thereof or the exercise of any other power, right or remedy. The rights and remedies herein provided shall be cumulative and nonexclusive of any rights or remedies provided by law.

(b) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Depositor and the Originator and consented to in writing by the Issuer and 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.

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

 

17

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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 Section 4.5(a) 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

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

 

[Signature Page to Purchase Agreement]

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Schedule 1

Schedule of Contracts

 

Customer #		Contract #				NBV ($)
1503			101041201				255,802.14
1658			101061201				61,670.13
1150			101071101				18,066.27
1578			101091201				87,547.31
1660			101091202				117,508.03
705			101131201				69,384.45
669			101191201				55,402.26
1307			101201101				214,902.47
916			101231201				102,989.10
770			101241201				322,793.78
1292			101241202				649,584.64
282			101280901				34,520.22
1678			101301201				44,568.52
1681			101311202				268,871.85
1247			101311203				381,611.29
1288			102071101				2,504,455.83
1257			103021101				19,648.58
616			103041101				338,950.58
913			103060901				239,700.06
916			103060902				15,468.04
554			103090903				213,463.36
1315			103151101				76,730.01
1315			103231102				76,566.81
1371			103301103				547,100.19
1257			103311101				19,540.86
204			104040701				120,078.62
930			104080901				30,913.93
342			104121101				76,566.69
1119			104131102				273,480.48
703			104160803				39,746.93
703			104160804				42,663.60
324			104261102				50,969.91
1394			104261105				126,422.22
720			104290801				70,265.45
722			104300801				29,625.73
1407			105041101				70,577.84
705			105111101				21,948.87
537			105131101				66,215.83
1394			105161103				41,345.59
1417			105171101				97,405.25
1419			105201101				151,135.30
1143			105311101				43,139.89
363			106050802				99,335.76
374			106110901				116,892.78
191			107251102				191,812.68

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Customer #		Contract #				NBV ($)
1140			107271002				93,860.72
375			107301002				247,008.39
1268			108021101				53,879.06
1499			108021102				76,072.44
1503			108041101				435,141.43
722			108051101				306,384.90
363			108110901				60,224.58
1508			108151102				418,507.32
1140			108171001				197,448.55
1503			108171101				119,820.64
1481			108171102				84,407.05
1150			108171103				45,341.04
558			108190901				31,631.59
1307			108191101				243,230.62
1488			108261101				943,904.84
363			108290801				138,341.27
671			108290804				119,316.04
1517			108291101				79,775.32
422			108301101				529,117.94
1257			109011101				98,866.06
930			109081001				91,419.74
1316			109141101				124,790.47
1546			109231101				368,421.54
1548			109261101				162,736.13
1556			109291101				229,564.97
722			109291102				175,198.52
1463			109291103				39,039.29
589			109301101				140,057.92
1560			109301102				154,530.07
1246			110041101				31,185.75
1575			110191101				35,163.19
1024			110191103				88,530.89
1578			110241101				74,788.03
1316			110241102				38,106.72
1583			110251101				37,330.80
1483			110261101				170,174.90
1583			111011101				120,120.06
1510			111011102				118,497.84
1595			111011103				439,831.19
14			111041101				739,894.64
916			111101001				239,429.27
191			111141101				192,396.34
1614			111221101				146,702.59
1607			111231102				60,123.86
629			111300702				303,223.94
1613			111301101				75,937.92
1620			112021101				570,153.39
1618			112061101				31,589.91
1488			112091101				372,153.74

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Customer #		Contract #				NBV ($)
572			112100801				96,236.84
615			112150901				20,743.22
1467			112151101				369,972.57
1620			112161101				567,922.02
204			112190503				49,377.06
1645			112281101				806,960.13
1645			112281102				863,131.57
16			112281104				226,821.09
615			112281107				613,413.00
554			112310902				442,441.59
598			201091201				178,517.51
1387			201111201				286,258.22
218			201121201				90,901.28
521			201141102				27,227.06
1531			201171202				143,554.21
1497			201171204				371,388.50
1662			201181201				83,916.11
1376			201191201				369,052.94
1670			201201201				80,688.39
1250			201231201				501,683.18
74342			201241201				87,248.30
1665			201261201				339,477.43
1346			201261202				28,301.35
521			201261203				93,018.54
160			201301202				70,104.10
1063			201301204				709,694.73
1063			201301205				501,375.68
807			201311103				153,705.21
1340			201311201				49,959.61
349			201311202				114,692.50
1350			201311203				221,122.68
661			202120803				17,003.36
1336			202161101				18,980.11
128			202180901				131,228.05
797			202190901				59,628.41
1343			202251101				136,248.54
1124			202281102				128,697.70
911			203050901				25,960.07
366			203070801				38,952.71
97			203151002				410,620.82
1016			203161101				126,591.77
409			203190901				107,490.30
924			203260902				340,551.55
366			203280802				44,947.27
71			203311101				213,311.23
862			204010901				58,513.09
928			204020901				19,977.73
929			204060901				108,529.20
1333			204061101				32,492.69

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Customer #		Contract #				NBV ($)
598			204111101				164,324.18
1386			204121102				92,536.81
1387			204131102				195,803.99
1126			204191102				15,643.37
1390			204201101				29,624.21
942			204240901				33,512.29
1392			204251101				46,058.01
1395			204251102				113,510.13
1341			204261101				56,178.93
947			204280901				35,597.45
445			204281001				458,671.35
252			204281101				54,340.92
80			204281103				738,135.32
1403			204291101				68,605.89
521			204291103				54,015.37
366			205060803				73,827.56
693			205140801				198,022.82
1418			205191101				380,865.22
1392			205241101				79,308.41
1428			205261101				31,840.57
807			205271001				50,606.70
1395			205271102				109,980.46
287			205271103				156,701.33
89			205281002				743,855.16
712			205290801				78,405.42
929			205290905				37,615.61
807			206041001				54,233.84
972			206230902				170,483.72
128			206230904				11,039.02
585			206240801				35,696.03
725			207010903				54,423.50
787			207210801				48,101.20
1435			207221101				404,543.88
71			207280801				103,894.17
1501			208031101				204,519.48
97			208060901				240,440.08
1455			208101102				83,052.22
807			208110802				8,935.22
1395			208111101				56,927.44
807			208131001				132,715.98
807			208131003				132,715.98
1491			208171101				384,287.39
719			208191101				112,897.96
495			208200801				160,532.28
748			208210801				20,682.83
712			208250802				88,361.47
1516			208291101				113,564.80
1240			208291102				508,289.70
1492			208301103				115,298.20

---

Customer #		Contract #				NBV ($)
369			208301104				930,211.78
1424			208311101				340,503.93
1531			208311103				82,870.14
807			209011001				61,351.27
347			209020901				78,590.65
807			209020902				147,366.16
1533			209071101				68,782.66
1193			209091001				38,870.96
1534			209091101				220,136.53
712			209110801				88,073.30
499			209131101				131,122.63
1538			209161103				300,575.28
978			209180901				113,782.05
1165			209211101				377,494.87
1301			209221101				143,207.96
1205			209231001				65,839.15
1551			209231101				470,808.57
1544			209231102				179,377.51
1395			209231103				48,485.35
1387			209261102				130,222.23
1555			209281101				21,831.96
693			209281102				291,040.76
69			209301103				330,797.85
51			209301105				148,059.21
982			209301106				443,624.63
836			210010801				37,926.21
896			210061101				279,705.10
1386			210071102				93,519.19
533			210080805				62,660.55
71			210090901				135,197.02
1566			210111103				28,876.79
646			210181102				169,220.18
1576			210201101				140,882.26
738			210201102				410,664.16
725			210211101				21,943.25
1387			210211103				252,179.10
813			210230901				64,869.85
1594			210241101				69,439.83
366			210250702				28,284.20
1448			210251102				380,415.12
1587			210261102				240,717.27
71			210270901				121,467.71
598			210300701				628,063.47
1590			210311102				73,391.12
1593			210311105				324,563.22
880			211050901				76,763.98
851			211081101				28,183.23
187			211120801				38,907.17
1598			211141101				402,716.00

---

Customer #		Contract #				NBV ($)
424			211160901				44,696.20
854			211161101				370,056.02
862			211170801				89,536.51
883			211211102				158,490.05
581			211221101				160,560.03
1605			211221103				50,350.42
1606			211221104				104,606.26
585			211240901				138,399.44
1474			211291101				49,721.85
967			211291102				292,139.27
860			211291103				665,692.20
1611			211301101				53,270.62
445			211301104				594,709.83
1029			212010901				122,934.95
1189			212021001				339,381.94
1341			212061101				27,160.36
1619			212061103				354,970.14
1283			212151001				382,476.96
1124			212191102				188,584.83
13			212200701				23,009.43
1491			212201101				87,735.66
1636			212201104				319,505.06
1031			212211101				388,696.91
187			212211103				921,029.34
1611			212211104				24,559.29
1367			212221101				323,265.62
1240			212271001				182,733.21
21			212301104				1,077,889.51
21			212301105				1,040,984.60
878			212301106				182,918.88
849			212310801				58,057.98
795			301060902				29,748.62
1659			301091201				134,610.92
1048			301151001				15,443.24
744			301171201				388,039.93
1253			301201101				28,018.12
1461			301201201				197,696.98
1543			301231201				122,383.37
1253			301231202				25,259.54
960			301241201				146,628.34
1009			301241202				220,005.01
1310			301251201				690,299.35
1313			301261102				55,084.73
1125			301261103				14,463.32
1312			301261104				65,176.15
1323			301261106				532,537.18
1265			301261202				947,166.89
1666			301261203				105,642.06
1310			301271101				191,982.40

---

Customer #		Contract #				NBV ($)
1321			301271103				75,255.55
1668			301271201				355,537.99
1667			301271202				20,030.63
895			301280901				61,138.92
523			301281001				584,856.33
1055			301281004				244,055.28
900			301300902				208,926.01
1671			301301201				637,836.66
954			301301202				202,843.82
1260			301301204				28,085.84
1673			301301205				121,224.28
1668			301301207				354,560.54
132			301311101				759,720.97
1675			301311201				440,548.85
1372			301311203				561,440.34
523			302011001				402,699.33
689			302241003				70,442.82
421			302270901				104,203.03
995			303031102				214,813.90
1258			303101101				170,297.28
951			303121001				162,815.89
709			303121002				231,536.19
709			303121003				151,862.04
700			303160901				46,113.10
867			303180909				7,076.00
1074			303181101				20,961.67
221			303200903				329,682.99
700			303230902				21,504.85
1363			303231101				131,689.13
43			303251101				19,084.13
1342			303281101				94,577.41
1368			303281103				85,398.32
907			303301104				405,704.20
1075			303311005				197,410.45
1374			303311102				342,386.12
24			304020901				31,501.61
1145			304051101				69,432.11
1069			304051102				154,691.93
700			304061101				26,530.30
1260			304061102				30,123.22
960			304081101				48,684.37
1383			304111103				29,757.27
899			304141101				323,483.21
1388			304151101				233,331.73
1278			304151103				104,480.36
1382			304201102				41,264.41
795			304231006				73,379.37
944			304240903				105,138.03
960			304251101				87,920.93

---

Customer #		Contract #				NBV ($)
65			304261102				36,699.53
1258			304261103				35,034.07
1132			304271101				147,906.51
1100			304291101				59,580.43
1405			304291103				98,521.42
744			304291104				218,065.82
743			304291106				94,784.74
918			305031101				125,938.98
670			305090803				299,844.75
1118			305121101				377,421.93
1274			305131101				45,875.29
1416			305171102				17,345.76
954			305180901				45,481.46
173			305231101				280,203.17
1421			305231104				33,147.29
167			305251101				110,825.60
960			305260902				55,678.05
1003			305261101				510,786.38
907			305261103				331,033.28
1253			305271101				18,856.58
962			305290901				63,683.92
1162			306011101				133,837.56
944			306040901				44,822.02
1118			306171001				1,047,403.21
795			306180901				147,426.81
769			306200801				35,853.53
1055			306251001				25,663.67
564			306270803				337,611.30
701			307110801				37,612.68
786			307180803				1,184,901.41
960			307200901				28,547.19
736			307220801				33,961.16
795			307240803				87,460.34
830			307291001				51,637.59
1041			307291004				279,099.08
988			308030902				19,934.10
795			308031102				311,723.39
1313			308041101				51,087.36
1460			308041102				382,116.79
1460			308041103				192,416.20
202			308061001				42,083.99
65			308081101				236,850.40
1504			308091101				227,287.52
992			308100902				47,965.24
701			308120802				39,603.89
202			308131002				40,825.98
961			308151101				445,461.37
1207			308161102				129,124.16
961			308170901				50,959.60

---

Customer #		Contract #				NBV ($)
564			308181101				268,652.57
700			308191101				58,094.28
766			308220801				90,917.63
743			308221103				84,671.70
1172			308231002				654,752.08
379			308241101				1,010,148.33
700			308241102				226,139.30
1515			308261101				90,835.00
670			308270803				418,414.36
701			308290801				168,181.99
1522			308291101				499,380.69
1524			308301103				220,086.01
700			308310902				46,089.86
1526			308311101				378,591.13
1527			308311102				218,612.26
1128			308311103				559,150.12
213			308311104				550,683.90
1530			308311105				169,520.29
1003			309040901				57,001.51
1368			309081101				65,634.45
1194			309101003				34,755.27
1535			309121101				34,674.13
1530			309141101				253,467.39
1514			309141102				42,076.57
1536			309151101				108,822.37
1539			309161101				392,217.99
1540			309161102				273,115.13
992			309180902				31,735.42
1541			309191101				40,651.19
260			309201001				45,035.43
746			309201101				527,432.89
1003			309221002				80,873.58
1543			309231101				157,254.82
700			309231102				47,444.90
1553			309271101				82,639.80
689			309280902				145,565.88
1009			309280903				34,092.04
1207			309281001				30,948.30
1554			309281103				474,917.22
1554			309281104				474,917.21
827			309291003				42,946.98
1557			309291102				554,388.90
1557			309291103				482,342.33
1527			309291105				227,035.25
744			309300802				42,914.98
1178			309301101				288,615.76
564			309301102				285,328.17
1562			309301104				54,222.84
744			310061101				374,672.96

---

Customer #		Contract #				NBV ($)
1003			310070901				38,132.25
1564			310071102				63,022.79
1014			310090901				139,720.72
167			310130501				23,007.32
1567			310131101				47,302.67
1178			310131102				284,122.07
1570			310141101				33,925.17
1570			310141102				33,925.17
1570			310141103				33,925.17
1570			310141104				33,925.17
1570			310141105				33,925.17
744			310141106				248,728.77
744			310141107				248,728.77
856			310170802				44,321.64
1571			310171101				291,480.42
1574			310181102				31,268.83
1388			310181103				634,261.43
1231			310211001				251,024.68
1148			310211103				326,114.01
1148			310211104				324,835.87
1540			310211105				51,264.88
1363			310211106				124,615.69
1581			310241102				101,973.91
700			310241103				150,081.60
1579			310241105				130,767.46
1383			310251101				314,399.38
1582			310251102				69,403.81
400			310251103				66,393.28
564			310261101				283,271.98
827			310270801				70,659.24
1451			310271101				263,291.04
1526			310271102				98,299.14
1017			310280901				126,124.30
786			310310803				738,972.17
1592			310311101				429,104.39
1589			310311103				292,536.68
1589			310311104				292,536.68
1423			311041101				77,195.88
888			311060901				9,448.14
1574			311071101				11,790.41
1363			311091101				107,369.67
867			311130801				9,524.36
1259			311221001				20,815.87
1172			311231003				31,839.14
935			311240903				413,364.29
689			311260805				135,683.46
876			311260806				279,980.10
600			311280701				12,612.66
1373			311281103				142,907.48

---

Customer #		Contract #				NBV ($)
1363			311281104				128,832.60
1156			311281106				26,934.07
736			311291101				117,130.83
700			311291103				666,450.58
1320			311301101				49,062.01
182			311301102				27,868.78
1052			311301105				215,847.82
1052			311301106				240,486.71
1052			311301107				272,259.47
1052			311301108				82,660.13
1003			312030901				90,623.09
882			312090803				456,767.66
1624			312131101				64,872.90
1032			312140901				144,850.83
1382			312151107				321,107.22
795			312180903				85,919.17
1451			312211102				264,990.60
760			312221102				321,045.84
760			312221103				466,660.68
1320			312271101				293,799.66
1321			312271102				74,575.68
1321			312271103				154,248.93
1641			312271104				62,394.51
1446			312271105				118,409.62
1171			312271106				284,124.50
1646			312291101				355,478.26
992			312300904				93,541.92
1498			312301101				371,408.20
1498			312301102				274,808.31
1498			312301103				409,864.72
1653			312301104				504,981.69
1657			401061201				39,308.15
1661			401171201				461,032.34
1661			401171202				691,069.64
1677			401271201				202,529.70
1669			401271202				713,249.12
1669			401271203				181,788.12
1674			401301201				721,595.82
1384			404121101				60,162.78
1406			404291101				83,514.60
1409			405091101				267,752.77
1420			405201101				76,570.64
1433			407221101				566,237.88
1419			408081101				39,472.50
1433			408291101				210,171.06
1133			409021001				106,730.08
1545			409231101				58,883.25
1550			409271101				288,407.67
1197			409291101				205,146.05

---

Customer #		Contract #				NBV ($)
1561			409301103				1,591,800.69
1338			410171101				75,993.31
1487			410261101				389,932.08
1563			410281102				907,010.50
1563			410281103				914,278.53
1478			411081101				179,985.26
1600			411171102				34,222.26
1612			411301101				1,050,316.72
1419			412191101				90,974.53

---

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 II, 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

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

CCG Receivables Trust 2012-1

c/o Wilmington Trust, National Association, as Owner Trustee

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890

Attention: Corporate Trust Administration

With a copy to:

Commercial Credit Group Inc.,

227 West Trade Street, Suite 1450

Charlotte, NC 2820

---

Exhibit A

Form of Contract