Exhibit 4.3


 


CNH EQUIPMENT TRUST 2009-B


 


SALE AND SERVICING AGREEMENT


 


among


 


CNH EQUIPMENT TRUST 2009-B,


 


as Issuing Entity,


 


and


 


CNH CAPITAL RECEIVABLES LLC,


 


as Seller,


 


and


 


NEW HOLLAND CREDIT COMPANY, LLC,


 


as Servicer


 


Dated as of April 1, 2009


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I Definitions

  	
  1

  
	
  Section 1.1.

  	
  Definitions

  	
  1

  
	
  Section 1.2.

  	
  Other Definitional
  Provisions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II Conveyance of
  Receivables and Grant of Security Interest in the Backup Servicer Account

  	
  2

  
	
  Section 2.1.

  	
  Conveyance of Initial
  Receivables

  	
  2

  
	
  Section 2.2.

  	
  Conveyance of Subsequent
  Receivables

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE III The
  Receivables

  	
  6

  
	
  Section 3.1.

  	
  Representations and
  Warranties of Seller

  	
  6

  
	
  Section 3.2.

  	
  Repurchase upon Breach

  	
  6

  
	
  Section 3.3.

  	
  Custody of Receivable
  Files

  	
  7

  
	
  Section 3.4.

  	
  Duties of Servicer as
  Custodian

  	
  8

  
	
  Section 3.5.

  	
  Instructions; Authority To
  Act

  	
  8

  
	
  Section 3.6.

  	
  Custodian’s
  Indemnification

  	
  9

  
	
  Section 3.7.

  	
  Effective Period and
  Termination

  	
  9

  
	
  Section 3.8.

  	
  Backup Servicer as
  Custodian

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV Administration
  and Servicing of Receivables

  	
  9

  
	
  Section 4.1.

  	
  Duties of Servicer

  	
  9

  
	
  Section 4.2.

  	
  Collection and Allocation
  of Receivable Payments

  	
  10

  
	
  Section 4.3.

  	
  Realization upon
  Receivables

  	
  11

  
	
  Section 4.4.

  	
  Maintenance of Security
  Interests in Financed Equipment

  	
  12

  
	
  Section 4.5.

  	
  Covenants of Servicer

  	
  12

  
	
  Section 4.6.

  	
  Purchase of Receivables
  upon Breach or Due to Modification

  	
  12

  
	
  Section 4.7.

  	
  Servicing Fee

  	
  13

  
	
  Section 4.8.

  	
  Servicer’s Certificate

  	
  13

  
	
  Section 4.9.

  	
  Annual Statement as to
  Compliance; Notice of Default

  	
  13

  
	
  Section 4.10.

  	
  Annual Independent
  Certified Public Accountants’ Report

  	
  13

  
	
  Section 4.11.

  	
  Access to Certain
  Documentation and Information Regarding Receivables

  	
  14

  
	
  Section 4.12.

  	
  Servicer Expenses

  	
  14

  
	
  Section 4.13.

  	
  Appointment of Subservicer

  	
  15

  
	
  Section 4.14.

  	
  Substitution of Financed
  Equipment

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE V Distributions:
  Spread Account; Statements to Certificateholders and Noteholders

  	
  16

  
	
  Section 5.1.

  	
  Establishment of Trust
  Accounts and the Backup Servicer Account

  	
  16

  
	
  Section 5.2.

  	
  [Reserved]

  	
  19

  
	
  Section 5.3.

  	
  Collections

  	
  19

  
	
  Section 5.4.

  	
  Application of Collections

  	
  19

  
	
  Section 5.5.

  	
  Additional Deposits

  	
  19

  



 


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  Section 5.6.

  	
  Distributions

  	
  20

  
	
  Section 5.7.

  	
  Spread Account

  	
  21

  
	
  Section 5.8.

  	
  Pre-Funding Account

  	
  22

  
	
  Section 5.9.

  	
  Negative Carry Account

  	
  22

  
	
  Section 5.10.

  	
  Principal Supplement
  Account

  	
  23

  
	
  Section 5.11.

  	
  Statements to
  Certificateholders and Noteholders

  	
  23

  
	
  Section 5.12.

  	
  Net Deposits

  	
  25

  
	
  Section 5.13.

  	
  Backup Servicer Account

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI The Seller

  	
  26

  
	
  Section 6.1.

  	
  Representations of Seller

  	
  26

  
	
  Section 6.2.

  	
  Company Existence

  	
  27

  
	
  Section 6.3.

  	
  Liability of Seller;
  Indemnities

  	
  28

  
	
  Section 6.4.

  	
  Merger or Consolidation
  of, or Assumption of the Obligations of, Seller

  	
  28

  
	
  Section 6.5.

  	
  Limitation on Liability of
  Seller and Others

  	
  29

  
	
  Section 6.6.

  	
  Seller May Own
  Certificates or Notes

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII The Servicer

  	
  30

  
	
  Section 7.1.

  	
  Representations of
  Servicer

  	
  30

  
	
  Section 7.2.

  	
  Indemnities of Servicer

  	
  31

  
	
  Section 7.3.

  	
  Merger or Consolidation
  of, or Assumption of the Obligations of, Servicer

  	
  33

  
	
  Section 7.4.

  	
  Limitation on Liability of
  Servicer and Others

  	
  33

  
	
  Section 7.5.

  	
  NH Credit Not to Resign as
  Servicer

  	
  34

  
	
  Section 7.6.

  	
  Servicer to Act as
  Administrator

  	
  34

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII Default

  	
  34

  
	
  Section 8.1.

  	
  Servicer Default

  	
  34

  
	
  Section 8.2.

  	
  Appointment of Successor
  Servicer

  	
  36

  
	
  Section 8.3.

  	
  Notification to
  Noteholders and Certificateholders

  	
  37

  
	
  Section 8.4.

  	
  Waiver of Past Defaults

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX Termination

  	
  37

  
	
  Section 9.1.

  	
  Optional Purchase of All
  Receivables

  	
  37

  
	
   

  	
   

  	
   

  
	
  ARTICLE X Miscellaneous
  Provisions

  	
  38

  
	
  Section 10.1.

  	
  Amendment

  	
  38

  
	
  Section 10.2.

  	
  Protection of Title to
  Trust

  	
  40

  
	
  Section 10.3.

  	
  Notices

  	
  42

  
	
  Section 10.4.

  	
  Assignment

  	
  43

  
	
  Section 10.5.

  	
  Limitations on Rights of
  Others

  	
  43

  
	
  Section 10.6.

  	
  Severability

  	
  43

  
	
  Section 10.7.

  	
  Separate Counterparts

  	
  43

  
	
  Section 10.8.

  	
  Headings

  	
  43

  
	
  Section 10.9.

  	
  Governing Law

  	
  43

  
	
  Section 10.10.

  	
  Assignment to Indenture
  Trustee

  	
  43

  



 


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  Section 10.11.

  	
  Nonpetition Covenants

  	
  44

  
	
  Section 10.12.

  	
  Limitation of Liability of
  Trustee and Indenture Trustee

  	
  44

  
	
  Section 10.13.

  	
  Conditions Precedent to
  Other Financing Transactions

  	
  45

  
	
  Section 10.14.

  	
  Information Requests

  	
  45

  
	
  Section 10.15.

  	
  Information to Be Provided
  by the Indenture Trustee

  	
  45

  
	
  Section 10.16.

  	
  Form 8-K Filings

  	
  46

  
	
  Section 10.17.

  	
  Indemnification

  	
  46

  



 


EXHIBITS


 


	
  EXHIBIT A

  	
   

  	
  [RESERVED]

  
	
  EXHIBIT B

  	
   

  	
  [RESERVED]

  
	
  EXHIBIT C

  	
   

  	
  Form of Servicer’s
  Certificate

  
	
  EXHIBIT D

  	
   

  	
  Form of Assignment

  
	
  EXHIBIT E

  	
   

  	
  Form of Subsequent
  Transfer Assignment

  
	
  EXHIBIT F

  	
   

  	
  Form of
  Accountants’ Letter In Connection With the Subsequent Transfer Assignment
  Pursuant to Section 2.2(b)(xiv) of the Sale and Servicing Agreement

  
	
  EXHIBIT G

  	
   

  	
  [RESERVED]

  
	
  EXHIBIT H

  	
   

  	
  Minimum Servicing
  Criteria to be Addressed in Assessment of Compliance Statement

  
	
  EXHIBIT I

  	
   

  	
  Form of Indenture
  Trustee’s Annual Certification

  
	
  EXHIBIT J

  	
   

  	
  Certification of the
  Bank of New York Mellon Trust Company, N.A.

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE P

  	
   

  	
  Perfection
  Representation and Warranties

  



 


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SALE AND
SERVICING AGREEMENT (as amended or otherwise modified, this “Agreement”) dated as of April 1, 2009
among CNH EQUIPMENT TRUST 2009-B, a Delaware statutory trust (the “Issuing Entity” or the “Trust”), CNH CAPITAL RECEIVABLES LLC, a
Delaware limited liability company (the “Seller”),
and NEW HOLLAND CREDIT COMPANY, LLC, a Delaware limited liability company (the “Servicer”).


 


RECITALS


 


WHEREAS, the Issuing Entity desires to purchase a portfolio
of Contracts purchased or originated by CNH Capital America LLC (“CNHCA”), in the ordinary course of
business or acquired through the exercise of clean-up calls and sold to the
Seller pursuant to the Liquidity Receivables Purchase Agreement and/or the
Purchase Agreement;


 


WHEREAS, the Seller is willing to sell such Contracts to
the Issuing Entity; and


 


WHEREAS, New Holland Credit Company, LLC (“NH Credit”) is willing to service such
Contracts.


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants herein contained, the parties hereto agree as
follows:


 


ARTICLE I

Definitions


 


Section 1.1.                                                 Definitions. 
Capitalized terms used herein and not otherwise defined herein are
defined in Appendix A to the Indenture, dated as of the date hereof, between
the Issuing Entity and The Bank of New York Mellon Trust Company, N.A.


 


Section 1.2.                                                 Other Definitional Provisions.  (a) 
All terms defined in this Agreement shall have the defined meanings when used
in any certificate or other document made or delivered pursuant hereto unless
otherwise defined therein.


 


(b)                                 As used in this Agreement and in any
certificate or other document made or delivered pursuant hereto, accounting
terms not defined in this Agreement or in any such certificate or other
document, and accounting terms partly defined in this Agreement or in any such
certificate or other document to the extent not defined, shall have the
respective meanings given to them under generally accepted accounting
principles as in effect on the date hereof. To the extent that the definitions
of accounting terms in this Agreement or in any such certificate or other
document are inconsistent with the meanings of such terms under generally
accepted accounting principles, the definitions contained in this Agreement or
in any such certificate or other document shall control.


 


(c)                                  The words “hereof”, “herein”, “hereunder”
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement;
Section, Schedule and Exhibit references contained in this Agreement are
references to Sections, Schedules and Exhibits in or to this Agreement unless
otherwise specified; and the term “including” shall mean “including, without
limitation,”


 


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(d)                                 The definitions contained in this
Agreement are applicable to the singular as well as the plural forms of such
terms and to the masculine as well as to the feminine and neuter genders of
such terms.


 


(e)                                  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.


 


(f)                                    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.


 


(g)                                 References to any Person include that
Person’s successors and assigns.


 


ARTICLE II

Conveyance of Receivables and Grant of Security

Interest in the Backup Servicer Account


 


Section 2.1.                                                 Conveyance of Initial Receivables.  (a) 
In consideration of the Issuing Entity’s delivery to or upon the order of the
Seller on the Closing Date of the Notes and the other amounts to be distributed
from time to time to the Seller in accordance with this Agreement, the Seller
does hereby sell, transfer, assign, set over and otherwise convey to the
Issuing Entity, without recourse (subject to the obligations herein), all of
its right, title and interest in, to and under the following (collectively, the
“Initial Assets”):


 


(i)                                     the Initial Receivables, including all
documents constituting chattel paper included therewith, and all obligations of
the Obligors thereunder, including all monies paid thereunder on or after the
Initial Cutoff Date;


 


(ii)                                  the security interests in the Financed
Equipment granted by Obligors pursuant to the Initial Receivables and any other
interest of the Seller in such Financed Equipment;


 


(iii)                               any proceeds with respect to the Initial
Receivables from claims on insurance policies covering Financed Equipment or
Obligors (to the extent not used to purchase Substitute Equipment);


 


(iv)                              the Liquidity Receivables Purchase
Agreement (only with respect to Owned Contracts included in the Initial
Receivables) and the Purchase Agreement, including the right of the Seller to
cause CNHCA to repurchase Initial Receivables from the Seller under the
circumstances described therein;


 


(v)                                 any proceeds from recourse to Dealers
with respect to the Initial Receivables;


 


(vi)                              any Financed Equipment that shall have
secured an Initial Receivable and that shall have been acquired by or on behalf
of the Trust;


 


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(vii)                           all funds on deposit from time to time in
the Trust Accounts, including the Spread Account Initial Deposit, any Principal
Supplement Account Deposit, the Negative Carry Account Initial Deposit and the
Pre-Funded Amount, and in all investments and proceeds thereof (including all
income thereon); and


 


(viii)                        the proceeds of any and all of the
foregoing.


 


The above assignment shall
be evidenced by a duly executed written assignment in substantially the form of
Exhibit D (the “Assignment”).


 


(b)                                 The Seller hereby Grants to The Bank of
New York Mellon Trust Company, N.A., as Indenture Trustee on behalf of the
Noteholders and the Backup Servicer, all of the Seller’s right, title and
interest in and to all funds on deposit from time to time in the Backup
Servicer Account, including the Backup Servicer Account Initial Deposit, and in
all investments and proceeds thereof (including all income thereon). The
foregoing Grant is made to secure the Seller’s obligation to make funds
available in the Backup Servicer Account available to the Indenture Trustee to
pay Backup Servicer Expenses.  The Bank
of New York Mellon Trust Company, N.A., as Indenture Trustee on behalf of the
Noteholders and the Backup Servicer, (1) acknowledges such Grant and (2) agrees
to perform its duties with respect thereto expressly set forth in this
Agreement.


 


Section 2.2.                                                 Conveyance of Subsequent
Receivables.  (a)  Subject to the conditions set forth
in clause (b) below and the proviso set forth in clause (c) below, in
consideration of the Trustee’s delivery on the related Subsequent Transfer Date
to or upon the order of the Seller of the amount described in Section 5.8(a) to
be delivered to the Seller, the Seller does hereby sell, transfer, assign, set
over and otherwise convey to the Issuing Entity, without recourse (subject to
the obligations herein), all of its right, title and interest in, to and under
(collectively, the “Subsequent Assets”;
and together with the Initial Assets, the “CNHCR
Assets”):


 


(i)                                     the Subsequent Receivables listed on
Schedule A to the related Subsequent Transfer Assignment, including all
documents constituting chattel paper included therewith, and all obligations of
the Obligors thereunder, including all monies paid thereunder on or after the
related Subsequent Cutoff Date;


 


(ii)                                  the security interests in the Financed
Equipment granted by Obligors pursuant to such Subsequent Receivables and any
other interest of the Seller in such Financed Equipment;


 


(iii)                               any proceeds with respect to such
Subsequent Receivables from claims on insurance policies covering Financed
Equipment or Obligors (to the extent not used to purchase Substitute
Equipment);


 


(iv)                              the Liquidity Receivables Purchase
Agreement (only with respect to Subsequent Receivables purchased by the Seller
pursuant to such Agreement) and the Purchase Agreement, including the right of
the Seller to cause CNHCA to repurchase Subsequent Receivables from the Seller
under the circumstances described therein;


 


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(v)                                 any proceeds with respect to such
Subsequent Receivables from recourse to Dealers;


 


(vi)                              any Financed Equipment that shall have
secured any such Subsequent Receivable and that shall have been acquired by or
on behalf of the Trust; and


 


(vii)                           the proceeds of any and all of the
foregoing.


 


(b)                                 Subject to the proviso set forth in clause (c) below, the Seller shall
transfer to the Issuing Entity the Subsequent Receivables and the other
property and rights related thereto described in clause (a) only upon the satisfaction of each of
the following conditions precedent on or prior to the related Subsequent
Transfer Date:


 


(i)                                     the Seller shall have delivered to the
Trustee and the Indenture Trustee a duly executed written assignment in
substantially the form of Exhibit E (the
“Subsequent Transfer Assignment”),
which shall include a Schedule A
to the Subsequent Transfer Assignment listing the Subsequent Receivables;


 


(ii)                                  the Seller shall, to the extent required
by Section 5.3, have
deposited in the Collection Account all collections in respect of the
Subsequent Receivables;


 


(iii)                               as of such Subsequent Transfer Date:  (A) the Seller was not insolvent and
will not become insolvent as a result of the transfer of Subsequent Receivables
on such Subsequent Transfer Date, (B) the Seller did not intend to incur
or believe that it would incur debts that would be beyond the Seller’s ability
to pay as such debts matured, (C) such transfer was not made with actual
intent to hinder, delay or defraud any Person and (D) the assets of the
Seller did not constitute unreasonably small capital to carry out its business
as conducted;


 


(iv)                              the applicable Spread Account Initial
Deposit for such Subsequent Transfer Date shall have been made;


 


(v)                                 the applicable Principal Supplement
Account Deposit, if any, for such Subsequent Transfer Date shall have been
made;


 


(vi)                              the Receivables in the Trust, including
the Subsequent Receivables to be conveyed to the Trust on such Subsequent
Transfer Date, shall meet the following criteria: (A) each of the
Receivables is a Retail Installment Contract, (B) the weighted average
original term of the Receivables in the Trust will not be greater than 60
months, and (C) not more than 35% of the aggregate Contract Value of the
Receivables in the Trust will represent Contracts for the financing of
construction equipment, (D) each Receivable has a remaining term to
maturity of not more than 72 months and (E) each Receivable has a
Statistical Contract Value as of the applicable Cutoff Date that (when combined
with the Statistical Contract Value of any other Receivables with the same or
an affiliated Obligor) does not exceed 1% of the aggregate Statistical Contract
Value of all the Receivables;


 


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(vii)                           the Funding Period shall not have
terminated;


 


(viii)                        each of the representations and
warranties made by the Seller pursuant to Section 3.1
of this Agreement and by CNHCA pursuant to Section 3.2(b) of
the Purchase Agreement, in each case with respect to the Subsequent
Receivables, shall be true and correct as of such Subsequent Transfer Date, and
the Seller shall have performed all obligations to be performed by it hereunder
on or prior to such Subsequent Transfer Date;


 


(ix)                                the Seller shall, at its own expense, on
or prior to such Subsequent Transfer Date, indicate in its computer files that
the Subsequent Receivables identified in the related Subsequent Transfer
Assignment have been sold to the Issuing Entity pursuant to this Agreement and
the Subsequent Transfer Assignment;


 


(x)                                   the Seller shall have taken any action
required to maintain the first priority perfected ownership interest of the
Issuing Entity in the Trust Estate and the first priority perfected security
interest of the Indenture Trustee in the Collateral;


 


(xi)                                no selection procedures believed by the
Seller to be adverse to the interests of the Trust, the Noteholders or the
Certificateholders shall have been utilized in selecting the Subsequent
Receivables;


 


(xii)                             the addition of the Subsequent
Receivables will not result in a material adverse tax consequence to the Trust,
the Noteholders or the Certificateholders;


 


(xiii)                          the Seller shall have provided the
Indenture Trustee, the Trustee and the Rating Agencies a statement listing the
aggregate Contract Value of such Subsequent Receivables and any other
information reasonably requested by any of the foregoing with respect to such
Subsequent Receivables;


 


(xiv)                         the Seller shall have delivered to the
Trustee and the Indenture Trustee a letter of a firm of Independent certified
public accountants confirming the satisfaction of the conditions set forth in
clause (vi) with respect to the Subsequent Receivables, and covering substantially
the same matters with respect to the Subsequent Receivables as are set forth in
Exhibit F hereto;


 


(xv)                            the Seller shall have delivered to the
Indenture Trustee and the Trustee an Officer’s Certificate confirming the
satisfaction of each condition specified in this clause (b) (substantially in the form
attached as Annex A to the Subsequent Transfer Assignment); and


 


(xvi)    the
Rating Agency Condition shall have been satisfied in connection therewith.


 


(c)                                  The Seller covenants to transfer to the
Issuing Entity pursuant to clause (a) Subsequent
Receivables with an aggregate Contract Value approximately equal to $0 subject
only to availability thereof.


 


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ARTICLE III

The Receivables


 


Section 3.1.                                                 Representations and Warranties of
Seller.  The Seller makes the following
representations and warranties as to the Receivables on which the Issuing
Entity is deemed to have relied in acquiring the Receivables.  Such representations and warranties speak as
of the Closing Date, in the case of the Initial Receivables, and as of the
applicable Subsequent Transfer Date, in the case of the Subsequent Receivables,
but shall survive the sale, transfer and assignment of the Receivables to the
Issuing Entity and the pledge thereof to the Indenture Trustee pursuant to the
Indenture.


 


(a)                                  Title.  It is the
intention of the Seller that the transfer and assignment herein contemplated
constitute a sale of the Receivables from the Seller to the Issuing Entity and
that the beneficial interest in and title to the Receivables not be part of the
debtor’s estate in the event of the filing of a bankruptcy petition by or
against the Seller under any bankruptcy or similar law.  No Receivable has been sold, transferred,
assigned or pledged by the Seller to any Person other than the Issuer.  Immediately prior to the transfer and
assignment herein contemplated, the Seller had good title to each Receivable,
free and clear of all Liens and, immediately upon the transfer thereof, the
Issuer shall have good title to each Receivable, free and clear of all Liens;
and the transfer and assignment of the Receivables to the Issuer has been, or
within the timeframe required by Section 3.1(b) hereof
will be, perfected under the UCC.


 


If (but only to the extent)
that the transfer of the CNHCR Assets hereunder is characterized by a court or
other governmental authority as a loan rather than a sale, the Seller shall be
deemed hereunder to have granted to the Issuing Entity a security interest in
all of Seller’s right, title and interest in and to the CNHCR Assets.  Such security interest shall secure all of
Seller’s obligations (monetary or otherwise) under this Agreement and the other
Basic Documents to which it is a party, whether now or hereafter existing or
arising, due or to become due, direct or indirect, absolute or contingent.  The Seller shall have, with respect to the
property described in Section 2.1
and Section 2.2, and in
addition to all the other rights and remedies available to Seller under this
Agreement and applicable law, all the rights and remedies of a secured party
under any applicable UCC, and this Agreement shall constitute a security
agreement under applicable law.


 


(b)                                 All Filings Made. All filings (including UCC filings)
necessary in any jurisdiction to give the Issuer a first priority perfected
ownership interest in the Receivables, and to give the Indenture Trustee a
first priority perfected security interest therein, have been made, or will be
made within 10 days after the Closing Date.


 


(c)                                  Perfection Representations. The Seller further makes all the
representations, warranties and covenants set forth in Schedule P.


 


Section 3.2.                                                 Repurchase upon Breach.  (a) 
The Seller, the Servicer or the Trustee, as the case may be, shall inform the
other parties to this Agreement and the Indenture Trustee promptly, in writing,
upon the discovery of any breach of the Seller’s representations and warranties
made pursuant to Section 3.1
or Section 6.1, a breach of
CNHCA’s representations and warranties made pursuant to Section 3.2(b) of the Liquidity
Receivables Purchase 


 


6

















 


Agreement, or
CNHCA’s representations and warranties made pursuant to Section 3.2(b) of the Purchase
Agreement.  Unless a breach pursuant to
the sections and documents referenced in the preceding sentence shall have been
cured by the last day of the second (or, if the Seller elects, the first)
Collection Period after such breach is discovered by the Servicer or the
Trustee or in which the Trustee receives written notice from the Seller or the
Servicer of such breach, the Seller shall be obligated, and, if necessary, the
Seller or the Trustee shall enforce the obligation of CNHCA under the Liquidity
Receivables Purchase Agreement or the Purchase Agreement, as applicable, to
repurchase any Receivable materially and adversely affected by any such breach
as of such last day. As consideration for the repurchase of the Receivable, the
Seller shall remit the Purchase Amount in the manner specified in Section 5.5; provided, however, that the obligation of
the Seller to repurchase any Receivable arising solely as a result of a breach
of CNHCA’s representations and warranties pursuant to Section 3.2(b) of the Liquidity
Receivables Purchase Agreement and Section 3.2(b) of
the Purchase Agreement is subject to the receipt by the Seller of the Purchase
Amount from CNHCA.  Subject to the
provisions of Section 6.3,
the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the
Noteholders or the Certificateholders with respect to a breach of the
representations and warranties pursuant to Section 3.1
and the agreement contained in this Section shall
be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions
contained herein, and to enforce CNHCA’s obligation to the Seller to repurchase
such Receivables pursuant to the Liquidity Receivables Purchase Agreement or
the Purchase Agreement, as applicable.


 


(b)                                 With respect to all Receivables purchased
or repurchased by, or otherwise transferred to (including Liquidated
Receivables transferred under Section 4.3,
4.6 and 9.1)
CNHCA, the Servicer, the Seller or their Affiliate pursuant to this Agreement,
the Liquidity Receivables Purchase Agreement or the Purchase Agreement: (i) the
Issuing Entity, the Seller and the Indenture Trustee shall sell, transfer,
assign, set over and otherwise convey to CNHCA, the Servicer, the Seller or
their Affiliate, as applicable, without recourse, representation or warranty,
all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right,
title and interest in, to and under such Receivables, related Financed
Equipment, and all other Initial Assets or Subsequent Assets related thereto,
including all security and documents relating thereto, and (ii) the
Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have
released any security interest and any other claim under this Agreement and the
Basic Documents in such Receivables, related Financed Equipment, and all other
Initial Assets or Subsequent Assets related thereto, including all security and
documents relating thereto, without any further act or deed, and such
Receivables, related Financed Equipment, and all security and documents
relating thereto will be free of the Grant contained in the Indenture.


 


Section 3.3                                                    Custody of Receivable Files. 
To assure uniform quality in servicing the Receivables and to reduce
administrative costs, the Issuing Entity hereby revocably appoints the
Servicer, and the Servicer hereby accepts such appointment, to act for the
benefit of the Issuing Entity and the Indenture Trustee as custodian of the
following documents or instruments, which are hereby constructively delivered
to the Indenture Trustee, as pledgee of the Issuing Entity (or, in the case of
the Subsequent Receivables, will as of the applicable Subsequent Transfer Date
be constructively delivered to the Indenture Trustee, as pledgee of the Issuing
Entity) with respect to each Receivable:


 


(a)                                  the original fully executed copy of the
Receivable;


 


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(b)                                 a record or facsimile of the original
credit application fully executed by the Obligor;


 


(c)                                  the original certificate of title or file
stamped copy of the UCC financing statement or such other documents that the
Servicer shall keep on file (if any), in accordance with its customary
procedures, evidencing the security interest of CNHCA in the Financed
Equipment; and


 


(d)                                 any and all other documents that the
Servicer, the Seller or CNHCA shall keep on file, in accordance with its
customary procedures, relating to a Receivable, an Obligor or any of the
Financed Equipment.


 


Section 3.4.                                                 Duties of Servicer as Custodian.  (a) 
Safekeeping. The Servicer (or its Affiliates, but only in accordance with the
second following sentence) shall hold the Receivable Files for the benefit of
the Issuing Entity and the Indenture Trustee and maintain such accurate and
complete accounts, records and computer systems pertaining to each Receivable
File as shall enable the Issuing Entity to comply with this Agreement. In performing
its duties as custodian, the Servicer shall act with reasonable care, using
that degree of skill and attention that the Servicer exercises with respect to
the receivable files relating to all comparable equipment receivables that the
Servicer services for its Affiliates or others. 
The Servicer, in its capacity as custodian, may at any time delegate its
duties as custodian to any Affiliate of the Servicer; provided, that no such
delegation shall relieve the Servicer of its responsibility with respect to
such duties and the Servicer shall remain obligated and liable to the Issuing
Entity, the Depositor and the Indenture Trustee for its duties hereunder as if
the Servicer alone were performing such duties. The Servicer shall conduct, or
cause to be conducted, periodic audits of the Receivable Files and the related
accounts, records and computer systems, in such a manner as shall enable the
Issuing Entity or the Indenture Trustee to verify the accuracy of the Servicer’s
record keeping.  The Servicer shall promptly
report to the Issuing Entity and the Indenture Trustee any material failure on
its part, or its Affiliate’s part, to hold the Receivable Files and maintain
its accounts, records and computer systems as herein provided and promptly take
appropriate action to remedy any such failure. Nothing herein shall be deemed
to require an initial review or any periodic review by the Issuing Entity, the
Trustee or the Indenture Trustee of the Receivable Files.


 


(b)                                 Maintenance of and Access to Records. The Servicer shall maintain each
Receivable File at one or more of its offices and/or one or more of its
Affiliate’s offices; provided that at no time shall a Receivable File be moved
to an office or location outside the geographic boundaries of the United
States.  With at least five (5) Business
Days prior notice, the Servicer shall make available for inspection by the
Seller, the Issuing Entity and the Indenture Trustee or their respective duly
authorized representatives, attorneys or auditors a list of locations of the
Receivable Files and the related accounts, records and computer systems
maintained by the Servicer at such times during normal business hours as the
Seller, the Issuing Entity or the Indenture Trustee shall instruct.


 


Section 3.5.                                                 Instructions; Authority To Act. 
The Servicer shall be deemed to have received proper instructions with
respect to the Receivable Files upon its receipt of written instructions signed
by a Trust Officer of the Indenture Trustee.


 


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Section 3.6.                                                 Custodian’s Indemnification. 
The Servicer as custodian shall indemnify the Trust, the Trustee and the
Indenture Trustee (and each of their officers, directors, employees and agents)
for any and all liabilities, obligations, losses, compensatory damages,
payments, costs or expenses of any kind whatsoever that may be imposed on,
incurred by or asserted against the Trust, the Trustee or the Indenture Trustee
(or any of their officers, directors and agents) as the result of any improper
act or omission in any way relating to the maintenance and custody by the
Servicer as custodian of the Receivable Files; provided,
however, that the Servicer shall not be liable: (a) to the
Trustee for any portion of any such amount resulting from the willful
misfeasance, bad faith or negligence of the Trustee, and (b) to the
Indenture Trustee for any portion of any such amount resulting from the willful
misfeasance, bad faith or negligence of the Indenture Trustee; and, provided
further, that the Servicer shall only be liable pursuant to this Section 3.6 for its acts or omissions
committed during the period it is serving as custodian hereunder.  Indemnification under this Section shall survive the resignation
or removal of the Servicer as custodian, the resignation or removal of the
Indenture Trustee or the termination of this Agreement.


 


Section 3.7.                                                 Effective Period and Termination. 
The Servicer’s appointment as custodian shall become effective as of the
Initial Cutoff Date and shall continue in full force and effect until
terminated pursuant to this Section.
If any Servicer shall resign as Servicer in accordance with this Agreement or
if all of the rights and obligations of any Servicer shall have been terminated
under Section 8.1, the
appointment of such Servicer as custodian shall be terminated by:  (a) the Indenture Trustee, (b) the
Noteholders of Notes evidencing not less than 25% of the Note Balance, (c) with
the consent of Noteholders of Notes evidencing not less than 25% of the Note
Balance, the Trustee or (d) Certificateholders evidencing not less than
25% of the beneficial interest in the Issuing Entity, in the same manner as the
Indenture Trustee or such Holders may terminate the rights and obligations of
the Servicer under Section 8.1.  The Indenture Trustee or, with the consent of
the Indenture Trustee, the Trustee may terminate the Servicer’s appointment as
custodian, with cause, at any time upon written notification to the Servicer,
and without cause upon 30 days’ prior written notification to the Servicer. As
soon as practicable after any termination of such appointment, the Servicer
shall deliver the Receivable Files to the Indenture Trustee or the Indenture
Trustee’s agent at such place(s) as the Indenture Trustee may reasonably
designate.


 


Section 3.8.                                                 Backup Servicer as Custodian. 
The Backup Servicer shall only act as custodian pursuant to Section 3.4 hereunder if it is
simultaneously acting as Successor Servicer pursuant to this Agreement.


 


ARTICLE IV

Administration and Servicing of Receivables


 


Section 4.1.                                                 Duties of Servicer. 
The Servicer, for the benefit of the Issuing Entity, and (to the extent
provided herein) the Indenture Trustee shall manage, service, administer and
make collections on the Receivables with reasonable care, using that degree of
skill and attention that the Servicer or Indenture Trustee, as applicable,
exercises with respect to all comparable equipment receivables that it services
for its Affiliates or others. The Servicer’s duties shall include collection
and posting of all payments, responding to inquiries of Obligors on such
Receivables, investigating delinquencies, sending payment coupons or statements
to Obligors, 


 


9

















 


reporting tax
information to Obligors, accounting for collections and furnishing monthly and
annual statements to the Trustee and the Indenture Trustee with respect to
distributions. Subject to Section 4.2,
the Servicer shall follow its then current customary standards, policies and
procedures (“Servicing Procedures”) in performing its duties as Servicer.


 


Without limiting the
generality of the foregoing, the Servicer is authorized and empowered to
execute and deliver, on behalf of itself, the Issuing Entity, the Trustee, the
Indenture Trustee, the Certificateholders, the Noteholders or any of them, any
and all instruments of satisfaction or cancellation, or partial or full release
or discharge, and all other comparable instruments, with respect to such
Receivables or the Financed Equipment securing such Receivables. If the
Servicer shall commence a legal proceeding to enforce a Receivable, the Issuing
Entity shall thereupon be deemed to have automatically assigned, solely for the
purpose of collection, such Receivable to the Servicer. If in any enforcement
suit or legal proceeding it shall be held that the Servicer may not enforce a
Receivable on the ground that it shall not be a real party in interest or a
holder entitled to enforce such Receivable, the Trustee shall, at the Servicer’s
direction (and, so long as the Servicer is NH Credit, at the Servicer’s
expense), take steps to enforce such Receivable, including bringing suit in its
name or the name of the Trust, the Indenture Trustee, the Certificateholders or
the Noteholders. The Trustee or the Indenture Trustee shall, upon the written
request of the Servicer, furnish the Servicer with any powers of attorney and
other documents reasonably necessary or appropriate to enable the Servicer to
carry out its servicing and administrative duties hereunder.


 


Section 4.2.                                                 Collection and Allocation of
Receivable Payments.  The Servicer shall make
reasonable efforts to collect all payments called for under the Receivables as
and when the same shall become due and shall follow its Servicing
Procedures.  The Servicer shall allocate
collections between principal and interest in accordance with its Servicing
Procedures.


 


Without limiting the generality of the preceding or Section 4.1, the Servicer may grant extensions,
rebates, refunds, deferrals, amendments, modifications or adjustments on a
Receivable (regardless of whether or not the Receivable is a 180-Day
Receivable, subject only to the following proviso) in accordance with its
Servicing Procedures; provided, however, that if a Receivable is not a 180-Day Receivable and
the Servicer (i) extends the date for final payment by the Obligor of any
Receivable beyond the Final Scheduled Maturity Date or (ii) reduces the
APR of a Receivable or reduces the aggregate amount of the Scheduled Payments
due on any Receivable other than as required by applicable law (including the
order of a court of competent jurisdiction), the Servicer may make such
modifications to a Receivable but it shall promptly purchase the Receivable from
the Issuing Entity in accordance with Section 4.6
(a “Modification Purchase Event”); provided, further, that the Servicer shall
not make a modification described in the preceding clause (i) or
(ii) that would trigger a
Modification Purchase Event  for the sole purpose of purchasing a Receivable from the Issuing
Entity. The Servicer
may, in accordance with its Servicing Procedures, waive any late payment charge
or any other fees (other than extension fees or any other fees that represent
interest charges on deferred Scheduled Payments) that may be collected in the
ordinary course of servicing a Receivable.


 


Subject to the proviso of the third sentence of this Section 4.2, the Servicer and its Affiliates may engage
in any marketing practice or promotion or any sale of any products, goods or
services to Obligors with respect to the Receivables so long as such practices,
promotions or 


 


10

















 


sales are offered to
obligors of comparable equipment receivables serviced by the Servicer for
itself or others, whether or not such practices, promotions or sales might
result in a decrease in the aggregate amount of payments on the Receivables,
prepayments or faster or slower timing of the payment of the Receivables.  The Servicer and its Affiliates may also sell
insurance or debt cancellation products, including products which result in the
cancellation of some or all of the amount of a Receivable upon the death or
disability of an Obligor or any casualty with respect to the Financed
Equipment.


 


Notwithstanding anything in this Agreement to the
contrary, the Servicer and its Affiliates may refinance any Receivable and
deposit an amount equal to the Purchase Amount for such Receivable into the
Collection Account.  The receivable
created by such refinancing shall not be property of the Issuing Entity, and
related Financed Equipment and any part of the Receivables Files and other
Initial Assets or Subsequent Assets related to such Receivable shall be
released to the Servicer or its Affiliate and shall no longer be subject to the
terms hereof or the Indenture; provided further, that any security interests in
favor of the Issuing Entity or the Indenture Trustee hereunder or under the
Indenture in the related Financed Equipment and any other Initial Assets or
Subsequent Assets related to such Receivable shall be deemed released upon such
deposit.  The parties hereto intend that
the Servicer and its Affiliates will not refinance a Receivable pursuant to
this Section 4.2 in order to provide
direct or indirect assurance to the Depositor, the Indenture Trustee, the
Trustee, the Noteholders, or the Certificateholder, as applicable, against loss
by reason of the bankruptcy or insolvency (or other credit condition) of, or
default by, the Obligor on, or the uncollectability of, any Receivable.


 


Section 4.3.                                                 Realization upon Receivables. 
For the benefit of the Issuing Entity and the Indenture Trustee, the
Servicer shall use reasonable efforts, consistent with its Servicing
Procedures, to repossess or otherwise convert the ownership of the Financed
Equipment securing any Receivable as to which the Servicer shall have
determined eventual payment in full is unlikely.  The Servicer shall follow such Servicing
Procedures as it shall deem necessary or advisable in its servicing of
equipment receivables, which may include reasonable efforts to realize upon any
recourse to Dealers and selling the Financed Equipment at public or private
sale (it being understood that, if the Backup Servicer is acting as Successor
Servicer, it shall have no duty to enforce remedies against Dealers).  The foregoing shall be subject to the
provision that, in any case in which the Financed Equipment shall have suffered
damage, the Servicer shall not expend funds in connection with the repair or the
repossession of such Financed Equipment unless it shall determine in accordance
with its Servicing Procedures that such repair and/or repossession will
increase the Liquidation Proceeds by an amount greater than the amount of such
expenses.


 


Liquidated Receivables will
be transferred to the Servicer or CNHCA (as the Servicer determines at such
time) on the Business Day following the day on which such Receivable becomes a
Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as
the related Liquidation Proceeds are deposited before the Liquidated
Receivables are transferred to the Servicer or CNHCA, as applicable, and as of
the Liquidated Receivable Transfer Date such Liquidated Receivables will no
longer constitute Receivables for any purposes hereunder.  Without limiting the generality of the
foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the
Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign,
set over and otherwise convey to CNHCA or Servicer, as applicable, without
recourse, 


 


11

















 


representation
or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture
Trustee’s right, title and interest in, to and under such Liquidated
Receivables and any related Financed Equipment and Collateral, and all security
and documents relating thereto, other than Liquidation Proceeds (the “Liquidated
Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture
Trustee shall be deemed to have released any security interest and any other
claim in such Liquidated Collateral under this Agreement and the Basic
Documents, without any further act or deed, and such Liquidated Collateral
shall be free of the Grant contained in the Indenture.


 


Section 4.4.                                                 Maintenance of Security Interests
in Financed Equipment.  The Servicer shall, in
accordance with its Servicing Procedures, take such steps as are necessary to
maintain perfection of the security interest created by each Receivable in the
related Financed Equipment (which may consist of Substitute Equipment);
provided however, the Servicer may allow Financed Equipment to be released from
any security interest in connection with Section 4.14.  The Servicer is hereby authorized to take
such steps as are necessary to perfect or re-perfect such security interest for
the benefit of the Issuing Entity and the Indenture Trustee in the event of the
relocation of any Financed Equipment, any change to the UCC, a substitution of
Substitute Equipment or for any other reason. 
Any out-of-pocket expenses incurred by the Successor Servicer in
connection with any such re-perfection shall be reimbursable in accordance with
Section 5.6(b)(x).


 


Section 4.5.                                                 Covenants of Servicer. 
The Servicer shall not release the Financed Equipment securing any
Receivable from the security interest granted by such Receivable in whole or in
part except in the event of payment in full by the Obligor thereunder or
repossession, or as permitted under Section 4.14
or if such Receivable is a Reacquired Receivable, nor shall the Servicer impair
the rights of the Issuing Entity, the Indenture Trustee, the Certificateholders
or the Noteholders in such Receivables. The Servicer shall, in accordance with
its Servicing Procedures, require that each Obligor shall have obtained physical
damage insurance covering the Financed Equipment as of the execution of the
Receivable.


 


Section 4.6.                                                 Purchase of Receivables upon
Breach or Due to Modification.  The Servicer
or the Trustee shall inform the other party, the Indenture Trustee, the Seller,
NH Credit and CNHCA promptly, in writing, upon the occurrence or discovery of
any breach pursuant to Sections  4.2, 4.4 or 4.5.  Unless a breach,
pursuant to Sections 4.2, 4.4 or 4.5 shall have been
cured by the last day of the Collection Period in which such breach occurs or
is discovered, as applicable, the Servicer shall purchase or shall cause CNHCA
to purchase any Receivable materially and adversely affected by such breach as
of such last day.  In connection with a
Modification Purchase Event, or if the Servicer takes any action not in
accordance with its Servicing Procedures during any Collection Period pursuant
to Section 4.2 that materially impairs
the rights of the Issuing Entity, the Indenture Trustee, the Certificateholders
or the Noteholders in any Receivable, the Servicer shall purchase the related
Receivable as of the last day of such Collection Period.  As consideration for the purchase of any such
Receivable pursuant to either of the two preceding sentences, the Servicer
shall remit or shall cause CNHCA to remit, as applicable, the Purchase Amount
in the manner specified in Section 5.5.  Subject to Section 7.2,
the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the
Certificateholders or the Noteholders with respect to a breach pursuant to Sections 4.2, 4.4 or 4.5 shall be to
require the Servicer to purchase or to cause CNHCA to purchase, as applicable,
Receivables pursuant to this Section.  The Trustee shall have no duty to conduct any
affirmative


 


12

















 


investigation as to the occurrence of any condition requiring the
purchase of any Receivable pursuant to this Section.  In no event shall the Backup Servicer as
Successor Servicer be obligated to purchase any Receivables pursuant to this Section 4.6.


 


Section 4.7.                                                 Servicing Fee. 
The Servicing Fee for each Collection Period shall be equal to 1/12th of
1.00% of the Pool Balance as of the first day of such Collection Period;
provided that with respect to any Successor Servicer hereunder, the Servicing
Fee for each Collection Period shall be equal to the greater of (a) 1/12th
of 1.00% of the Pool Balance as of the first day of such Collection Period, (b) $8.50
per Contract in the Trust Estate as of the first day of such Collection Period
and (c) $5,000.


 


Section 4.8.                                                 Servicer’s Certificate. 
On each Determination Date (beginning with the Determination Date
immediately preceding the initial Payment Date) the Servicer shall deliver to
the Trustee, the Indenture Trustee, the Seller and the Backup Servicer, with a
copy to the Rating Agencies, a Servicer’s Certificate (containing substantially
the same information as set forth in the form on Exhibit C)
containing all information necessary to make the distributions pursuant to Sections 5.6 and 5.7 and the deposits to the Collection
Account pursuant to Section 5.3
for the Collection Period preceding the date of such Servicer’s Certificate.


 


Section 4.9.                                                 Annual Statement as to
Compliance; Notice of Default.  (a)  The
Servicer shall deliver to the Issuing Entity and the Indenture Trustee, on or
before March 30 of each year, an Officer’s Certificate of the Servicer
providing such information as is required under Item 1123 of Regulation AB with
respect to the prior calendar year.


 


(b)                                 The Servicer shall deliver to the Issuing
Entity, on or before March 30 of each year, a report regarding the
Servicer’s assessment of compliance with the applicable servicing criteria
specified in Item 1122 of Regulation AB during the immediately preceding
calendar year, including any material instance of noncompliance identified by
the Servicer as required under Rules 13a-18 and 15d-18 of the Exchange Act
and Item 1122 of Regulation AB.


 


(c)                                  The Servicer shall deliver to the
Trustee, the Indenture Trustee and the Rating Agencies, promptly after having
obtained knowledge thereof, but in no event later than five Business Days
thereafter, written notice in an Officer’s Certificate of any event that, with
the giving of notice or lapse of time, or both, would become a Servicer Default
under Section 8.1(a) or
(b).


 


Section 4.10.                                           Annual Independent Certified
Public Accountants’ Report.  The Servicer
shall cause a firm of independent certified public accountants, which may also
render other services to the Servicer, the Seller or any other Affiliate of CNH
Global, to deliver to the Issuing Entity, the Indenture Trustee and the Rating
Agencies on or before March 30 of each year a report, providing its
assessment of compliance with the minimum servicing criteria during the
preceding calendar year, including disclosure of any material instance of
non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act
and Item 1122(b) of Regulation AB. 
Such attestation will be in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.


 


13

















 


The report required by this Section may
be replaced, at the Servicer’s option, by any similar report or certification
using standards which are now or in the future in use by servicers of
comparable assets or which otherwise comply with any rule, regulation, “no
action” letter or similar guidance promulgated by the Securities and Exchange
Commission.


 


In the event that such firm
requires the Indenture Trustee to agree to the procedures performed by such
firm, the Servicer shall direct the Indenture Trustee in writing to so agree;
it being understood and agreed that the Indenture Trustee will deliver such
letter of agreement in conclusive reliance upon the direction of the Servicer
and the Indenture Trustee makes no independent inquiry or investigation as to,
and shall have no obligation or liability in respect of, the sufficiency,
validity or correctness of such procedures.


 


Such report will also indicate
that the firm is independent of the Servicer within the meaning of the Code of
Professional Ethics of the American Institute of Certified Public Accountants.


 


Notwithstanding the
preceding in this Section 4.10 or
4.9(b), if the Backup Servicer is acting as the Successor Servicer,
as to any fiscal year of the Issuing Entity when the Issuing Entity’s reporting
obligations under Section 15(d) of
the Exchange Act are suspended as provided in Rule 15d-22 under the
Exchange Act, the Backup Servicer shall only be required to provide a copy of
its annual SAS 70 report and its audited financial statements.


 


Section 4.11.                                           Access to Certain Documentation
and Information Regarding Receivables.  The Servicer
shall provide to the Trustee, the Backup Servicer and the Indenture Trustee
access to the Receivable Files in such cases where the Trustee or the Indenture
Trustee shall be required by applicable statutes or regulations to review such
documentation. Access shall be afforded without charge, but only upon reasonable
request and during the normal business hours at the office of the
Servicer.  Provided, however, at any time upon written request of the
Indenture Trustee, the Servicer will provide (within 10 days of receipt of such
request) an electronic data file containing all relevant loan level information
on each Receivable necessary for a Successor Servicer to assume servicing
responsibilities, including current mailing address and telephone number,
current balance, payment schedule and past due status of each Obligor (such
request not to be made more frequently than one per month).  Nothing in this Section shall affect the obligation of the Servicer to
observe any applicable law prohibiting disclosure of information regarding the
Obligors, and the failure of the Servicer to provide access to information as a
result of such obligation shall not constitute a breach of this Section.


 


Section 4.12.                                           Servicer Expenses. 
The Servicer shall be required to pay all expenses incurred by it in
connection with its activities hereunder, including fees and disbursements of
independent accountants, taxes imposed on the Servicer and expenses incurred in
connection with distributions and reports to Certificateholders and the
Noteholders. All reasonable costs and expenses and indemnities (including
attorneys’ fees and expenses) incurred in connection with the engagement of a
Backup Servicer (including obtaining a Backup Servicer to replace SST as Backup
Servicer), or transitioning the Backup Servicer to the role of Successor
Servicer, including any engagement fees, travel expenses or due diligence costs
and other reasonable expense reimbursements incurred by the Backup Servicer
pursuant to the Backup Servicing Agreement and all indemnification payments
payable to the Backup Servicer pursuant to the 


 


14

















 


Backup Servicing
Agreement (collectively, such fees, expenses and costs and indemnities, the “Backup Servicer Expenses”) shall be paid
from funds available in the Backup Servicer Account upon presentation of
reasonable documentation to the Servicer. 
Distributions of Backup Servicer Expenses shall be made in accordance
with Section 5.13. To the
extent that any Backup Servicer Expenses exceed the amount on deposit in the
Backup Servicer Account (any such shortfall, a “Backup Servicer Account Shortfall Amount”), the Servicer (so
long as the Servicer is NH Credit) agrees, within thirty days of demand
thereof, to deliver to the Indenture Trustee for deposit in the Backup Servicer
Account,  such Backup Servicer Account
Shortfall Amount.


 


If amounts in the Backup
Servicer Account are insufficient to fully reimburse the Backup Servicer in
respect of Backup Servicer Expenses, the Backup Servicer shall be reimbursed
pursuant to Section 5.6(b)(xi).


 


Section 4.13.                                           Appointment of Subservicer. 
The Servicer may at any time appoint a subservicer to perform all or any
portion of its obligations as Servicer hereunder; provided, however, that the Rating Agency Condition shall
have been satisfied in connection therewith (other than with respect to the
appointment of CNHCA, as subservicer, with respect to the Receivables); and
provided further, that the Servicer shall remain obligated and be liable to the
Issuing Entity, the Trustee, the Indenture Trustee, the Certificateholders and
the Noteholders for the servicing and administering of the Receivables in
accordance with the provisions hereof without diminution of such obligation and
liability by virtue of the appointment of such subservicer and to the same
extent and under the same terms and conditions as if the Servicer alone were
servicing and administering the Receivables. The fees and expenses of any
subservicer shall be as agreed between the Servicer and such subservicer from
time to time and none of the Issuing Entity, the Trustee, the Indenture
Trustee, the Certificateholders or the Noteholders shall have any
responsibility therefor.  Notwithstanding
the foregoing, the Backup Servicer as Successor Servicer shall have the right
to terminate any prior or existing subservicing arrangement with or without
cause.


 


Section 4.14.                                           Substitution of Financed
Equipment.  Notwithstanding anything herein or in the
Basic Documents to the contrary, in accordance with the Servicing Procedures,
the Financed Equipment relating to a Receivable may be replaced with substitute
equipment, of equal or greater value (in the Servicer’s reasonable
determination) than the original related Financed Equipment (“Substitute
Equipment”); provided, however,
the only conditions to such a substitution (in addition to its being in
accordance with the Servicing Procedures) shall be the perfection of the first
priority security interest in the related Substitute Equipment in favor of
CNHCA, and a first priority perfected security interest of the Indenture
Trustee in all of CNHCA’s right, title and interest in its security interest in
the Substitute Equipment.  Following such
substitution, the Substitute Equipment shall be considered the Financed
Equipment related to such Receivable for all purposes hereunder and under the
Basic Documents, and (i) the Issuing Entity, the Seller and the Indenture
Trustee shall sell, transfer, assign, set over and otherwise convey to CNHCA
(or its Affiliate designated by it), without recourse, representation or
warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s
right, title and interest in, to and under such original Financed Equipment,
and all security and documents relating thereto, and (ii) the Issuing
Entity, the Seller, and the Indenture Trustee shall be deemed to have released
any security interest and any other claim in such original Financed Equipment
(and all security and documents relating thereto) hereunder and under the other
Basic 


 


15

















 


Documents, without
any further act or deed, and such original Financed Equipment (and all security
and documents relating thereto) will be free of the Grant contained in the
Indenture.


 


ARTICLE V

Distributions: Spread Account;

Statements to Certificateholders and Noteholders


 


Section 5.1.                                                 Establishment of Trust Accounts
and the Backup Servicer Account.  (a) (i) 
The Servicer, for the benefit of the Noteholders and the Certificateholders,
shall establish and maintain in the name of the Indenture Trustee an Eligible
Deposit Account (the “Collection Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Noteholders and the Certificateholders.


 


(ii)                                  The Servicer, for the benefit of the
Noteholders and the Certificateholders, shall establish and maintain in the
name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Noteholders.


 


(iii)                               The Servicer, for the benefit of the
Noteholders, shall establish and maintain in the name of the Indenture Trustee
an Eligible Deposit Account (the “Spread
Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Noteholders and
Certificateholders.


 


(iv)                              The Servicer, for the benefit of the
Noteholders and the Certificateholders, shall establish and maintain in the
name of the Indenture Trustee an Eligible Deposit Account (the “Pre-Funding Account”), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Noteholders and the Certificateholders; provided, however that the Servicer shall
not be required to establish such account so long as no amount greater than
$0.00 shall be required to be deposited into such account pursuant to this
Agreement or any other Basic Document.


 


(v)                                 The Servicer, for the benefit of the
Noteholders and the Certificateholders, shall establish and maintain in the
name of the Indenture Trustee an Eligible Deposit Account (the “Negative Carry Account”), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Noteholders and the Certificateholders; provided, however that the Servicer shall
not be required to establish such account so long as no amount greater than
$0.00 shall be required to be deposited into such account pursuant to this
Agreement or any other Basic Document.


 


(vi)                              The Servicer, for the benefit of the
Noteholders and the Certificateholders, shall establish and maintain in the
name of the Indenture Trustee an Eligible Deposit Account (the “Principal Supplement Account”), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Noteholders and the Certificateholders; provided, however that the Servicer shall
not be required to establish such account so long as no amount greater than
$0.00 shall be 


 


16

















 


required to be deposited into such account pursuant to
this Agreement or any other Basic Document.


 


(vii)                           The Servicer on behalf of the Seller, for
the benefit of the Indenture Trustee on behalf of the Noteholders and the
Backup Servicer, shall establish and maintain in the name of the Indenture
Trustee, an Eligible Deposit Account (the “Backup
Servicer Account”), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Indenture Trustee
on behalf of the Noteholders and the Backup Servicer, provided, however that the Servicer shall
not be required to maintain such account so long as no amount greater than
$0.00 shall be required to be held on deposit in such account pursuant to this
Agreement or any other Basic Document. 
The Backup Servicer Account shall not be a “Trust Account” (as
hereinafter defined) and shall not constitute part of the Trust Estate. Except
as provided in Section 5.13,
the only permitted withdrawal from or application of funds on deposit in, or
otherwise standing to the credit of, the Backup Servicer Account shall be for
application to Backup Servicer Expenses.


 


(b)                                 Funds on deposit in the Collection
Account, the Note Distribution Account, the Spread Account, the Pre-Funding
Account, the Negative Carry Account and the Principal Supplement Account,
(collectively, the “Trust Accounts”)
and the Backup Servicer Account shall be invested or reinvested by the
Indenture Trustee in Eligible Investments selected by and as directed in
writing by the Servicer (which written direction may be in the form of standing
instructions) or if the Servicer fails to provide written direction, shall be
invested or reinvested by the Indenture Trustee in Eligible Investments
specified in paragraph (d)  of the definition of “Eligible Investments”
(without giving effect to the proviso therein) as set forth in Appendix A to
the Indenture; provided, however,
it is understood and agreed that the Indenture Trustee shall not be liable for
the selection of, or any loss arising from such investment in, Eligible
Investments. All such Eligible Investments shall be held or controlled by the
Indenture Trustee for the benefit of the Noteholders and the Certificateholders
or the Noteholders, or the Noteholders and the Backup Servicer, as applicable
(and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment
is intended to constitute a Financial Asset, and each of the Trust Accounts and
the Backup Servicer Account is intended to constitute a Securities Account);
provided, that on each Transfer Date, all Investment Earnings on funds on
deposit in the Trust Accounts shall be deposited into the Collection Account
and shall be deemed to constitute a portion of the Total Distribution Amount
Funds on deposit in the Trust Accounts and the Backup Servicer Account shall be
invested in Eligible Investments (or other investments permitted by the Rating
Agencies) that will mature so that such funds will be available at the close of
business on the Transfer Date preceding the following Payment Date; provided, however, that funds on deposit
in Trust Accounts and the Backup Servicer Account may be invested in Eligible
Investments of the entity serving as Indenture Trustee payable on demand or
that mature so that such funds will be available on the Payment Date. Funds
deposited in a Trust Account or the Backup Servicer Account on the Transfer
Date that precedes a Payment Date upon the maturity or liquidation of any
Eligible Investments are not required to be invested overnight.


 


(c)                                  (i)  The Indenture Trustee shall
possess or control all right, title and interest in all funds on deposit from
time to time in the Trust Accounts and in all proceeds thereof (including all
income thereon) and all such funds, investments, proceeds and income 


 


17

















 


shall be part of the
Trust Estate.  The Trust Accounts shall
be under the sole dominion and control of the Indenture Trustee for the benefit
of the Noteholders and the Certificateholders or the Noteholders, as the case
may be. The Indenture Trustee shall possess or control all right, title and
interest in all funds on deposit from time to time in the Backup Servicer
Account and in all proceeds thereof (including all income thereon). The Backup
Servicer Account shall be under the sole dominion and control of the Indenture
Trustee for the benefit of the Noteholders and the Backup Servicer. If, at any
time, any of the Trust Accounts or the Backup Servicer Account ceases to be an
Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf)
shall within 10 Business Days (or such longer period, not to exceed 30 calendar
days, as to which each Rating Agency may consent) establish a new Trust Account
or new Backup Servicer Account, as the case may be, as an Eligible Deposit
Account and shall transfer any cash and/or any investments held in the
no-longer Eligible Deposit Account to such new Trust Account or new Backup
Servicer Account, as the case may be.


 


(ii)                                  With respect to the Trust Account
Property or Backup Servicer Account Property, the Indenture Trustee agrees, by
its acceptance hereof, that:


 


(A)                              any Trust Account Property or Backup
Servicer Account Property that is held in deposit accounts shall be held solely
in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i);  and each such Eligible Deposit Account shall
be subject to the exclusive custody and control of the Indenture Trustee, and
the Indenture Trustee shall have sole signature authority with respect thereto;


 


(B)                                any Trust Account Property or Backup
Servicer Account Property that constitutes a Certificated Security shall be
delivered to the Indenture Trustee in accordance with paragraph (i) of the
definition of “Delivery” and shall be held, pending maturity or disposition,
solely by the Indenture Trustee or its agent;


 


(C)                                any such Trust Account Property or Backup
Servicer Account Property that constitutes an Uncertificated Security
(including any investments in money market mutual funds, but excluding any
Federal Book Entry Security) shall be delivered to the Indenture Trustee in
accordance with paragraph (ii) of the definition of “Delivery” and shall
be maintained, pending maturity or disposition, through continued registration
of the Indenture Trustee’s (or its custodian or nominee’s) ownership of such
security; and


 


(D)                               with respect to any Trust Account
Property or Backup Servicer Account Property that constitutes a Federal Book
Entry Security, the Indenture Trustee shall maintain and obtain Control over
such property.


 


(iii)                               The Servicer shall have the power,
revocable by the Indenture Trustee or by the Trustee, with the consent of the
Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and
payments from the Trust Accounts and the Backup Servicer Account for the
purpose of permitting the Servicer or the Trustee to 


 


18

















 


carry out its respective duties hereunder or
permitting the Indenture Trustee to carry out its duties under the Indenture.


 


(d)                                 All Trust Accounts as well as the Backup
Servicer Account will initially be established at the Indenture Trustee.


 


Section 5.2.                                                 [Reserved].


 


Section 5.3.                                                 Collections. 
The Servicer shall, and shall cause any subservicer to, remit to the
Collection Account all payments by or on behalf of the Obligors with respect to
the Receivables, and all Liquidation Proceeds, both as collected during the
Collection Period, and in either case within two Business Days of the date that
the Servicer has identified and posted such amounts (which the Servicer shall
use its reasonable best efforts to do promptly) to the Servicer’s computer
system (the “Posted Date”). Notwithstanding the foregoing, for so long as: (i) NH
Credit remains the Servicer, (ii) no Servicer Default shall have occurred
and be continuing and (iii) prior to ceasing remittances as described in
the preceding sentence, the Rating Agency Condition shall have been satisfied
(and any conditions or limitations imposed by the Rating Agencies in connection
therewith are complied with), the Servicer shall remit such collections with
respect to the related Collection Period to the Collection Account on the
Transfer Date immediately following the end of such Collection Period.  For purposes of this Article V,  the phrase “payments by or on behalf of the
Obligors” shall mean payments made with respect to the Receivables by Persons
other than the Servicer or the Seller. 
On any Payment Date with respect to which the Backup Servicer shall have
been acting as Successor Servicer during the related Collection Period, the
Backup Servicer, in its capacity as Successor Servicer, may direct the
Indenture Trustee to withdraw from the Collection Account and pay to the Backup
Servicer, in its capacity as Successor Servicer, the sum of any accrued amounts
expended by such Successor Servicer in connection with the liquidation of any
Liquidated Receivables, but solely to the extent such amounts were not netted
out of Liquidation Proceeds with respect of such Liquidated Receivables or
previously recovered by such Successor Servicer pursuant to this Section 5.3; provided that, the
amount that such Successor Servicer may withdraw from the Collection Account
pursuant to this Section 5.3
on any Payment Date shall not exceed the aggregate amount of Liquidation
Proceeds collected during the related Collection Period and deposited into the
Collection Account prior to such Payment Date. 
Any such withdrawals permissible under this Section 5.3 shall be made prior to any distributions
under Section 5.6.


 


Section 5.4.                                                 Application of Collections.  (a) 
With respect to each Receivable, all collections for the Collection Period
shall be applied in accordance with the Servicer’s Servicing Procedures.


 


(b)                                 All Liquidation Proceeds shall be applied
to the related Receivable.


 


Section 5.5.                                                 Additional Deposits. 
The Servicer and the Seller shall deposit or cause to be deposited in
the Collection Account the aggregate Purchase Amount with respect to Purchased
Receivables on the Transfer Date related to the Collection Period on the last
day of which the purchase occurs, and the Servicer shall deposit therein all
amounts to be paid under Section 9.1
on the Transfer Date falling in the Collection Period referred to in Section 9.1.  The Servicer shall deposit the aggregate
Purchase Amount with respect to Purchased Receivables 


 


19

















 


when such
obligations are due, unless the Servicer shall not be required to make deposits
within two Business Days of receipt of funds pursuant to Section 5.3, in which case such
deposits shall be made on the Transfer Date following the related Collection
Period.  This Section 5.5 shall not apply to the Backup Servicer
as Successor Servicer.


 


Section 5.6.                                                 Distributions.  (a) 
On each Determination Date, the Servicer shall calculate all amounts required
to determine the amounts to be deposited in the Note Distribution Account, the
Certificate Distribution Account and the Spread Account.


 


(b)                                 On each Payment Date, the Servicer shall
instruct the Indenture Trustee (based on the information contained in the
Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.8) to make from the
Collection Account the following deposits and distributions for receipt by the
party as provided below or deposit in the applicable Trust Account or
Certificate Distribution Account, as applicable, by 10:00 a.m. (New York
time), to the extent of the Total Distribution Amount, in the following order
of priority:


 


(i)                                     to the Backup Servicer, the Backup
Servicer Fees and all unpaid Backup Servicer Fees from prior Collection
Periods;


 


(ii)                                  to the Servicer, the Servicing Fee and
all unpaid Servicing Fees from prior Collection Periods;


 


(iii)                               to the Administrator, the Administration
Fee and all unpaid Administration Fees from prior Collection Periods;


 


(iv)                              [Reserved];


 


(v)                                 to the Note Distribution Account, the Class Interest
Amount for each Class of Class A Notes payable by the Issuing Entity,
if any;


 


(vi)                              to the Note Distribution Account, an
amount equal to the excess, if any, of (x) the Outstanding Amount of the Class A
Notes over (y) the Asset Balance for that Payment Date (the amount
deposited in the Note Distribution Account pursuant to this clause (vi) 
being the “First Principal Payment Amount”);


 


(vii)                           to the Note Distribution Account, the Class Interest
Amount for the Class B Notes;


 


(viii)                        to the Note Distribution Account, the
Note Monthly Principal Distributable Amount;


 


(ix)                                to the Spread Account to the extent
necessary so that the balance on deposit therein will equal the Specified
Spread Account Balance;


 


(x)                                   [Reserved];


 


(xi)                                first, to the Backup Servicer, to cover
any accrued and unpaid reimbursable expenses (including the Backup Servicer
Expenses) that remain unpaid after 


 


20

















 


the application, when applicable, of amounts in the
Backup Servicer Account, and second, to the Servicer, to cover any accrued and
unpaid reimbursable expenses; and


 


(xii)                             to the Certificate Distribution Account,
the remaining Total Distribution Amount to be distributed to the
Certificateholders.


 


(c)                                  On the A-1 Note Final Scheduled Maturity
Date, the Servicer shall instruct the Indenture Trustee to deposit from the
Collection Account into the Note Distribution Account by 10:00 a.m. (New
York time), to the extent of available funds on such day, an amount equal to
the sum of (i) the aggregate accrued and unpaid interest on the Class A-1
Notes as of the A-1 Note Final Scheduled Maturity Date, and (ii) the
amount necessary to reduce the outstanding principal amount of the Class A-1
Notes to zero.


 


It is understood and agreed
that, with respect to the amounts to be distributed pursuant to this Section 5.6(c), the Servicer shall,
to the extent necessary (i) deposit into the Collection Account any
amounts received as payments by or on behalf of any Obligor (and not previously
deposited into the Collection Account) on or prior to the A-1 Note Final
Scheduled Maturity Date, (ii) make each calculation that would otherwise
be made on a Determination Date (with appropriate adjustments) in accordance
with Section 4.8 on the
Business Day immediately proceeding the A-1 Note Final Scheduled Maturity Date,
(iii) on the Payment Date immediately succeeding the A-1 Note Final Scheduled
Maturity Date, make any adjustments to the Note Monthly Principal Distributable
Amount, the Class Interest Amount and any other amount to be paid on such
Payment Date, and (iv) make any other calculation, adjustment or
correction that may be required as a result of any payment made on the A-1 Note
Final Scheduled Maturity Date.


 


Section 5.7.                                                 Spread Account.  (a) 
On the Closing Date and on each Subsequent Transfer Date, the Seller shall
deposit the applicable Spread Account Initial Deposit into the Spread Account.


 


(b)                                 If the amount on deposit in the Spread
Account on any Payment Date (after giving effect to all deposits or withdrawals
therefrom on such Payment Date) is greater than the Specified Spread Account
Balance for such Payment Date, the Servicer shall instruct the Indenture
Trustee to distribute the amount of the excess to the Seller (and its
transferees and assignees in accordance with their respective interests);
provided, that if, after giving effect to all payments made on the Notes on such
Payment Date, the sum of the Pool Balance and the Pre-Funded Amount as of the
first day of the Collection Period in which such Payment Date occurs is less
than the Note Balance, such excess shall not be distributed to the Seller (or
such transferees or assignees) and shall be retained in the Spread Account for
application in accordance with this Agreement. Amounts properly distributed
pursuant to this Section 5.7(b) shall
be deemed released from the Trust and the security interest therein granted to
the Indenture Trustee, and the Seller (and such transferees and assignees)
shall in no event thereafter be required to refund any such distributed
amounts.


 


(c)                                  Following: (i) the payment in full
of the aggregate Outstanding Amount of the Notes and of all other amounts owing
or to be distributed hereunder or under the Indenture to the Noteholders, the
Trustee and the Indenture Trustee and (ii) the termination of the Trust,
any 


 


21

















 


amount remaining on
deposit in the Spread Account shall be distributed to the Seller or any
transferee or assignee pursuant to clause (e). 
The Seller (and such transferees and assignees) shall in no event be
required to refund any amounts properly distributed pursuant to this Section 5.7(c).


 


(d)                                 In the event that the First Principal
Payment Amount and the Noteholders’ Distributable Amount for a Payment Date
exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on
such Payment Date, the Servicer shall instruct the Indenture Trustee on such
Payment Date to withdraw from the Spread Account on such Payment Date an amount
equal to such excess, to the extent of funds available therein, and deposit
such amount into the Note Distribution Account.


 


(e)                                  The Seller may at any time, without
consent of the Noteholders, sell, transfer, convey or assign in any manner its
rights to and interests in distributions from the Spread Account, including
interest and other investment earnings thereon; provided, that the Rating
Agency Condition is satisfied.


 


Section 5.8.                                                 Pre-Funding Account.  (a) 
Subject to the proviso set forth in Section 5.1(a)(iv),
on the Closing Date, the Trustee will deposit, on behalf of the Seller, in the
Pre-Funding Account $0 from the net proceeds of the sale of the Notes.  On each Subsequent Transfer Date, the
Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding
Account an amount equal to: (i) the aggregate Contract Value of the
Subsequent Receivables transferred to the Issuing Entity on such Subsequent
Transfer Date less the amounts described in clause (ii)  and clause (iii) 
below, and distribute such amount to or upon the order of the Seller upon
satisfaction of the conditions set forth in Section 2.2(b) with
respect to such transfer, (ii) the Spread Account Initial Deposit for such
Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in
the Spread Account and (iii) the Principal Supplement Account Deposit for
such Subsequent Transfer Date, and, on behalf of the Seller, deposit such
amount in the Principal Supplement Account.


 


(b)                                 If: 
(i) the Pre-Funded Amount has not been reduced to zero on the
Payment Date on which the Funding Period ends (or, if the Funding Period does
not end on a Payment Date, on the first Payment Date following the end of the
Funding Period) or (ii) the Pre-Funded Amount has been reduced to $200,000
or less on any Determination Date, in either case after giving effect to any
reductions in the Pre-Funded Amount on such date pursuant to paragraph (a), the
Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding
Account, in the case of clause (i), on such Payment Date or, in the case of
clause (ii), on the Payment Date immediately succeeding such Determination
Date, the amount remaining at the time in the Pre-Funding Account (such
remaining amount being the “Remaining
Pre-Funded Amount”) and deposit such amounts in the Collection
Account, for inclusion in the Total Distribution Amount for that Payment Date.


 


Section 5.9.                                                 Negative Carry Account. 
Subject to the proviso set forth in Section 5.1(a)(v),
on the Closing Date, the Seller shall deposit the Negative Carry Account
Initial Deposit into the Negative Carry Account.  On each Payment Date, the Servicer will
instruct the Indenture Trustee to withdraw from the Negative Carry Account and
deposit into the Collection Account an amount equal to the Negative Carry
Amount for such Collection Period. If the 


 


22

















 


amount on deposit
in the Negative Carry Account on any Payment Date (after giving effect to the
withdrawal therefrom of the Negative Carry Amount for such Payment Date) is
greater than the Required Negative Carry Account Balance, the excess will be
released to the Seller.


 


Section 5.10.                                           Principal Supplement Account. 
On each Subsequent Transfer Date the Servicer shall calculate the
amount, if any, of the Principal Supplement Account Deposit applicable to such
Subsequent Transfer Date, and, if such amount is positive, the Seller shall
deposit such amount into the Principal Supplement Account (subject to the
proviso set forth in Section 5.1(a)(vi)).  In the event that the First Principal Payment
Amount and the Noteholders’ Distributable Amount for a Payment Date exceeds the
amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and
(viii) on such Payment Date
and Section 5.7(d) on
such Payment Date, the Servicer shall instruct the Indenture Trustee on such
Payment Date to withdraw from the Principal Supplement Account on such Payment
Date an amount equal to such excess, to the extent of funds available therein,
and deposit such amount into the Note Distribution Account.  Funds on deposit in the Principal Supplement
Account may be withdrawn and paid to the Seller on any day if each Rating
Agency has confirmed that such action will not result in a withdrawal or
downgrade of its rating of any Class of Notes.


 


Section 5.11.                                           Statements to Certificateholders
and Noteholders.  (a)  On each Determination Date the
Servicer shall provide to the Indenture Trustee (with a copy to the Rating
Agencies), for the Indenture Trustee to make available to each Noteholder of
record, and, if NH Credit or an Affiliate is not the Servicer or the Depositor
is not the sole Certificateholder, to the Indenture Trustee (if the Indenture
Trustee is responsible on the related Payment Date to make the payment required
under Section 5.2(a) of the Trust
Agreement) or the Trustee (if the Trustee is responsible on the related Payment
Date to make the payment required under Section 5.2(a) of
the Trust Agreement), for the Indenture Trustee or Trustee, as applicable, to
forward to each Certificateholder of record, a statement substantially in the
form of Exhibit C, setting
forth at least the following information as to each Class of the Notes and
the Certificates to the extent applicable:


 


(i)                                     the amount of such distribution allocable
to principal of each Class of Notes;


 


(ii)                                  the amount of the distribution allocable
to interest on each Class of Notes;


 


(iii)                               the amount to be distributed to the
Certificateholders;


 


(iv)                              the Pool Balance as of the close of
business on the last day of the preceding Collection Period;


 


(v)                                 the aggregate Outstanding Amount and the
Note Pool Factor for each Class of Notes as of such Payment Date, after
giving effect to payments allocated to principal reported under clause (i) above;


 


(vi)                              the amount of the Backup Servicer Fees
paid to the Backup Servicer with respect to the prior Collection Period;


 


23
















 


(vii)                           the amount of the Servicing Fee paid to
the Servicer with respect to the preceding Collection Period;


 


(viii)                        the amount of the Administration Fee paid
to the Administrator in respect of the preceding Collection Period;


 


(ix)                                the amount of the aggregate Realized
Losses, if any, for such Collection Period;


 


(x)                                   the aggregate Purchase Amounts for
Receivables, if any, that were repurchased or purchased in such Collection
Period;


 


(xi)                                the balance of the Spread Account on the
related Payment Date, after giving effect to changes therein on such Payment
Date;


 


(xii)                             for Payment Dates during the Funding
Period, the Remaining Pre-Funded Amount;


 


(xiii)                          for the final Payment Date with respect
to the Funding Period, the amount of any Remaining Pre-Funded Amount that has
not been used to fund the purchase of Subsequent Receivables;


 


(xiv)                         the balance of the Principal Supplement
Account on the related Payment Date, after giving effect to changes therein on
such Payment Date;


 


(xv)                            the balance of the Negative Carry Account
on the related Payment Date, after giving effect to changes therein on such
Payment Date;


 


(xvi)                         [Reserved];


 


(xvii)                      [Reserved];


 


(xviii)                   [Reserved];


 


(xix)                           if the related Payment Date falls in November 2010,
May 2011, November 2011 or May 2012;


 


(x)                                   the Average Delinquency Ratio and whether
the Average Delinquency Ratio Test is met on such Payment Date;


 


(y)                                 the Cumulative Net Loss Ratio and whether
the Cumulative Net Loss Ratio Test is met on such Payment Date; and


 


(z)                                   whether the Specified Spread Account
Reduction Trigger is met on such Payment Date; and


 


(xx)                              the Specified Spread Account Balance.


 


24

















 


Each amount set forth
pursuant to clauses (i), (ii), (vi), (vii) and
(viii) shall be expressed as
a dollar amount per $1,000 of original principal balance of a Note.


 


The Indenture Trustee will
make the statement to Noteholders available each month to Noteholders and other
parties to the Basic Documents via the Indenture Trustee’s internet website,
which is presently located at http://www.bnyinvestorreporting.com.


 


Persons who are unable to
use the above website are entitled to have a paper copy mailed to them via
first class mail by calling the Indenture Trustee at (312) 827-8500.  The Indenture Trustee shall have the right to
change the way the statement to Noteholders is distributed in order to make
such distribution more convenient and/or more accessible to the above parties
and to the Noteholders.  The Indenture
Trustee shall provide timely and adequate notification to all above parties and
to the Noteholders regarding any such change.


 


In connection with any
electronic transmissions of information, including without limitation, the use
of electronic mail or internet or intranet web sites, the systems used in such
transmissions are not fully tested by the Indenture Trustee and may not be
completely reliable as to stability, robustness and accuracy.  Accordingly, the parties hereto acknowledge
and agree that information electronically transmitted as described herein may
not be relied upon as timely, accurate or complete and that the Indenture
Trustee shall have no liability hereunder in connection with such information
transmitted electronically.  The parties
hereto further acknowledge that any and all systems, software or hardware
utilized in posting or retrieving any such information are utilized on an “as
is” basis without representation or warranty as to the intended uses of such
systems, software or hardware.  The
Indenture Trustee makes no representation or warranty that the systems and the
related software used in connection with the electronic transmission of
information are free and clear of threats known as software and hardware
viruses, time bombs, logic bombs, Trojan horses, worms, or other malicious
computer instructions, intentional devices or techniques which may cause a
component or system to become erased, damaged, inoperable, or otherwise
incapable of being used in the manner to which it is intended, or which would
permit unauthorized access thereto.


 


Section 5.12.                                           Net Deposits. 
As an administrative convenience, unless the Servicer is required to
remit collections within two Business Days of the Posted Date, the Servicer
will be permitted to make the deposit of collections net of distributions, if
any, to be made to the Servicer with respect to the Collection Period.  The Servicer, however, will account to the
Trustee, the Indenture Trustee, the Noteholders and the Certificateholders as
if all deposits, distributions and transfers were made individually.


 


Section 5.13.                                           Backup Servicer Account.  (a) 
On the Closing Date, the Seller, or the Servicer on its behalf, shall deposit
the Backup Servicer Account Initial Deposit into the Backup Servicer Account.
On each Payment Date to the extent that any Backup Servicer Expenses are then
due and payable, the Servicer will instruct the Indenture Trustee in writing to
withdraw an amount equal to such Backup Servicer Expenses then due and payable,
and distribute such amount to the Person entitled thereto. If the amount on
deposit in the Backup Servicer Account on any Payment Date (after giving effect
to the withdrawal therefrom for the payment of Backup Servicer Expenses for
such Payment Date) is greater than the Backup Servicer Account Required Amount,
the excess will be released to the Seller; provided
however, such excess will only be 


 


25

















 


released to the
Seller (i) to the extent that all reimbursable expenses of the Backup
Servicer as set forth in the following sentence that are due have been paid and
(ii) so long as no Servicer Default shall have occurred and be
continuing.  In addition, the amount on
deposit in the Backup Servicer Account will also be made available to pay
reasonable costs and expenses (including attorney’s fees) incurred by the
Backup Servicer.  The Seller (and any of
its transferees and assignees) shall in no event be required to refund any
amounts properly distributed to it pursuant to this Section 5.13.


 


(b)                                 If the amount on deposit in the Backup
Servicer Account is insufficient to cover any Backup Servicer Expenses, NH
Credit, as Servicer, shall pay such fees and expenses to the Backup Servicer
out of its Servicing Fee.


 


(c)                                  Following: (i) the payment in full
of the aggregate Outstanding Amount of the Notes and all amounts owing or to be
distributed to the Backup Servicer hereunder and (ii) the termination of
the Trust, any amount remaining on deposit in the Backup Servicer Account shall
be distributed to the Seller or any transferee or assignee.


 


ARTICLE VI

The Seller


 


Section 6.1.                                                 Representations of Seller. 
The Seller makes the following representations on which the Issuing
Entity is deemed to have relied in acquiring the Receivables.  The representations speak as of the execution
and delivery of this Agreement and shall survive the sale of the Receivables to
the Issuing Entity and the pledge thereof to the Indenture Trustee pursuant to
the Indenture.


 


(a)                                  Organization and Good Standing. 
The Seller is duly organized and validly existing as a limited liability
company in good standing under the laws of the State of Delaware, with the
power and authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently conducted.


 


(b)                                 Due Qualification. 
The Seller is duly qualified to do business as a foreign limited
liability company in good standing, and has obtained all necessary licenses and
approvals, in all jurisdictions in which the ownership or lease of property or
the conduct of its business shall require such qualifications, except where the
failure to be so qualified and have such licenses and approvals would not have
a material adverse effect on (a) the Trust Estate, (b) Seller’s
performance of its obligations under the Basic Documents to which it is a
party, (c) the business or condition (financial or otherwise) of the
Seller or (d) the validity or enforceability of any Receivable.


 


(c)                                  Power and Authority. 
The Seller has the power and authority to execute and deliver this
Agreement and to carry out its terms; the Seller has full power and authority
to sell and assign the property to be sold and assigned to and deposited with
the Issuing Entity and has duly authorized such sale and assignment to the
Issuing Entity by all necessary limited liability company action; and the
execution, delivery and performance of this Agreement have been, and the
execution, delivery and performance of each Subsequent Transfer Assignment 


 


26

















 


have been or will be on
or before the related Subsequent Transfer Date, duly authorized by the Seller
by all necessary limited liability company action.


 


(d)                                 Binding Obligation. 
This Agreement constitutes, and each Subsequent Transfer Assignment when
executed and delivered by the Seller will constitute, a legal, valid and
binding obligation of the Seller enforceable in accordance with their terms.


 


(e)                                  No Violation. 
The consummation of the transactions contemplated by this Agreement and
the fulfillment of the terms hereof do not conflict with, result in any breach
of any of the terms and provisions of, or constitute (with or without notice or
lapse of time) a default under, the certificate of formation, limited liability
company agreement or by-laws of the Seller, or any indenture, agreement or
other instrument to which the Seller is a party or by which it shall be bound;
or result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than the Basic Documents); or violate any law or, to the best of the
Seller’s knowledge, any order, rule or regulation applicable to the Seller
of any court or of any federal or State regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the Seller or
its properties.


 


(f)                                    No Proceedings. As of the date of the Underwriting
Agreement, Preliminary Prospectus Date, the Prospectus Date and the Closing
Date, there are no proceedings or investigations pending or, to the Seller’s
knowledge, threatened against the Seller, before any court, regulatory body,
administrative agency or other tribunal or governmental instrumentality having
jurisdiction over the Seller or its properties (i) asserting the
invalidity of this Agreement, (ii) seeking to prevent the consummation of
any of the transactions contemplated by this Agreement, or (iii) seeking
any determination or ruling that might materially and adversely affect the
performance by the Seller of its obligations under, or the validity or
enforceability of, this Agreement or otherwise be material to the Noteholders,
except as otherwise may be disclosed in the Preliminary Prospectus or the
Prospectus.


 


Section 6.2.                                                 Company Existence.  (a) 
During the term of this Agreement, the Seller will keep in full force and
effect its existence, rights and franchises as a limited liability company
under the laws of the jurisdiction of its formation and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Basic Documents and each other instrument
or agreement necessary or appropriate to the proper administration of this Agreement
and the transactions contemplated hereby.


 


(b)                                 During the term of this Agreement, the
Seller shall observe the applicable legal requirements for the recognition of
the Seller as a legal entity separate and apart from its Affiliates, including
as follows:


 


(i)                                     the Seller shall maintain company records
and books of account separate from those of its Affiliates;


 


27

















 


(ii)                                  except as otherwise provided in this
Agreement and similar arrangements relating to other securitizations, the
Seller shall not commingle its assets and funds with those of its Affiliates;


 


(iii)                               the Seller shall hold such appropriate
meetings or obtain such appropriate consents of its Board of Directors as are
necessary to authorize all the Seller’s actions required by law to be
authorized by the Board of Directors, shall keep minutes of such meetings and
of meetings of its member(s) and observe all other customary limited
liability company formalities (and any successor Seller not a limited liability
company shall observe similar procedures in accordance with its governing
documents and applicable law);


 


(iv)                              the Seller shall at all times hold itself
out to the public under the Seller’s own name as a legal entity separate and
distinct from its Affiliates; and


 


(v)                                 all transactions and dealings between the
Seller and its Affiliates will be conducted on an arm’s-length basis.


 


Section 6.3.                                                 Liability of Seller; Indemnities. 
The Seller shall be liable in accordance herewith only to the extent of
the obligations specifically undertaken by the Seller under this Agreement.


 


(a)                                  The Seller shall indemnify, defend and
hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and
their officers, directors, employees and agents) from and against any taxes
that may at any time be asserted against any of them with respect to the sale
of the Receivables to the Issuing Entity or the issuance and original sale of
the Notes, including any sales, gross receipts, general corporation, tangible personal
property, privilege or license taxes (but, in the case of the Issuing Entity,
not including any taxes asserted with respect to ownership of the Receivables
or federal or other income taxes arising out of the transactions contemplated
by this Agreement) and costs and expenses in defending against the same.


 


(b)                                 The Seller shall indemnify, defend and
hold harmless the Issuing Entity, the Trustee and the Indenture Trustee (and
their officers, directors, employees and agents) from and against any loss,
liability or expense incurred by reason of the Seller’s willful misfeasance,
bad faith or negligence in the performance of its duties under this Agreement,
or by reason of reckless disregard of its obligations and duties under this
Agreement.


 


Indemnification under this Section shall survive the resignation
or removal of the Trustee or the Indenture Trustee or the termination of this
Agreement and the Indenture and shall include reasonable fees and expenses of
counsel and expenses of litigation.  If
the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on
behalf of whom such payments are made thereafter shall collect any of such
amounts from others, such Person shall promptly repay such amounts to the
Seller, without interest.


 


Section 6.4.                                                 Merger or Consolidation of, or
Assumption of the Obligations of, Seller.  Any Person: (a) into
which the Seller may be merged or consolidated, (b) that may result from
any merger or consolidation to which the Seller shall be a party or (c) that
may succeed to the properties and assets of the Seller substantially as a
whole, which Person (in any of the 


 


28

















 


foregoing cases)
executes an agreement of assumption to perform every obligation of the Seller
under this Agreement (or is deemed by law to have assumed such obligations),
shall be the successor to the Seller hereunder without the execution or filing
of any document or any further act by any of the parties to this Agreement; provided, however, that: (i) immediately
after giving effect to such transaction, no representation or warranty made
pursuant to Section 3.1
shall have been breached and no Servicer Default, and no event that, after
notice or lapse of time, or both, would become a Servicer Default shall have
occurred and be continuing, (ii) the Seller shall have delivered to the
Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of
Counsel each stating that such consolidation, merger or succession and such agreement
of assumption comply with this Section and
that all conditions precedent, if any, provided for in this Agreement relating
to such transaction have been complied with, (iii) the Rating Agency
Condition shall have been satisfied with respect to such transaction and (iv) the
Seller shall have delivered to the Trustee and the Indenture Trustee an Opinion
of Counsel either: (A) stating that, in the opinion of such counsel, all
financing statements, continuation statements and amendments thereto have been
executed and filed that are necessary fully to preserve and protect the
interest of the Trustee and Indenture Trustee, respectively, in the Receivables
and reciting the details of such filings, or (B) stating that, in the
opinion of such counsel, no such action shall be necessary to preserve and
protect such interests.  Notwithstanding
anything herein to the contrary, the execution of the foregoing agreement of
assumption and compliance with clauses (i),
(ii), (iii) and (iv) shall
be conditions to the consummation of the transactions referred to in clauses (a), (b) or
(c).


 


Section 6.5.                                                 Limitation on Liability of Seller
and Others.  The Seller and any director, officer,
employee or agent of the Seller may rely in good faith on the advice of counsel
or on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder.  The Seller shall not be under any obligation
to appear in, prosecute or defend any legal action that shall not be incidental
to its obligations under this Agreement, and that in its opinion may involve it
in any expense or liability.


 


Section 6.6.                                                 Seller May Own Certificates
or Notes.  (a) The Seller and any Affiliate thereof
may in its individual or any other capacity become the owner or pledgee of
Certificates or the Notes with the same rights as it would have if it were not
the Seller or an Affiliate thereof, except as expressly provided herein or in
any other Basic Document.


 


Notwithstanding the
foregoing, the Seller shall not sell the Certificates except to an entity (a) that
has provided an opinion of counsel to the effect that such sale will not cause
the Trust to be treated as a “publicly traded partnership” under the Code and (b) that
either (i) is not an Affiliate of the Seller or (ii) is an Affiliate
of the Seller that (A) is a subsidiary of CNHCA or NH Credit, the
certificate of formation and limited liability company agreement of which
contains restrictions substantially similar to the restrictions contained in
the certificate of formation and limited liability company agreement of the
Seller and (B) has provided an Opinion of Counsel regarding substantive
consolidation of such Affiliate with CNHCA or NH Credit in the event of a
bankruptcy filing by CNHCA or NH Credit, as applicable, which is substantially
similar to the Opinion of Counsel provided by Seller on the Closing Date, and
which may be subject to the same assumptions and qualifications as that
opinion.


 


29

















 


(b)   The
parties hereto acknowledge and consent to the fact that the Class B Notes
will be acquired by the Depositor hereunder, and in turn transferred by the
Depositor to the Originator on the Closing Date.  In addition, the Originator and any Affiliate
thereof may, whenever desired, sell, pledge or otherwise transfer the Class B
Notes (including to an Affiliate or to an unaffiliated third-party) with the
same rights as it would have if it were not the Originator or an Affiliate
thereof, as applicable, and without notice to or the consent of any Noteholder,
Certificateholder or any other Person, and without satisfaction of any Rating
Agency Condition.


 


ARTICLE VII

The Servicer


 


Section 7.1.                                                 Representations of Servicer. 
The Servicer makes the following representations on which the Issuing
Entity is deemed to have relied in acquiring the Receivables.  The representations speak as of the execution
and delivery of the Agreement and as of the Closing Date, in the case of the
Initial Receivables, and as of the applicable Subsequent Transfer Date, in the
case of the Subsequent Receivables, and shall survive the sale of the
Receivables to the Issuing Entity and the pledge thereof to the Indenture
Trustee pursuant to the Indenture.


 


(a)                                  Organization and Good Standing. 
The Servicer is duly organized and validly existing as a limited
liability company in good standing under the laws of the state of its
organization, with the power and authority to own its properties and to conduct
its business as such properties are currently owned and such business is
presently conducted, and had at all relevant times, and has, the power,
authority and legal right to service the Receivables and to hold the Receivable
Files as custodian.


 


(b)                                 Due Qualification. 
The Servicer is duly qualified to do business as a foreign limited
liability company in good standing, and has obtained all necessary licenses and
approvals, in all jurisdictions in which the ownership or lease of property or
the conduct of its business (including the servicing of the Receivables as
required by this Agreement) shall require such qualifications, except where the
failure to be so qualified and have such licenses and approvals would not have
a material adverse effect on (a) the Trust Estate, (b) Servicer’s
performance of its obligations under the Basic Documents to which it is a
party, (c) the business or condition (financial or otherwise) of the
Servicer or (d) the validity or enforceability of any Receivable.


 


(c)                                  Power and Authority. 
The Servicer has the power and authority to execute and deliver this
Agreement and to carry out its terms; and the execution, delivery and
performance of this Agreement have been duly authorized by the Servicer by all
necessary limited liability company action.


 


(d)                                 Binding Obligation. 
This Agreement constitutes a legal, valid and binding obligation of the
Servicer enforceable against the Servicer in accordance with its terms.


 


30

















 


(e)                                  No Violation. 
The consummation of the transactions contemplated by this Agreement and
the fulfillment of the terms hereof shall not conflict with, result in any
breach of any of the terms and provisions of, or constitute (with or without
notice or lapse of time) a default under, the certificate of formation, limited
liability company agreement or by-laws of the Servicer, or any indenture,
agreement or other instrument to which the Servicer is a party or by which it
shall be bound; or result in the creation or imposition of any Lien upon any of
its properties pursuant to the terms of any such indenture, agreement or other
instrument (other than this Agreement); or violate any law or, to the best of
the Servicer’s knowledge, any order, rule or regulation applicable to the
Servicer of any court or of any federal or State regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Servicer or its properties.


 


(f)                                    No Proceedings. As of the date of the Underwriting
Agreement, the Preliminary Prospectus Date, the Prospectus Date and the Closing
Date, there are no proceedings or investigations pending or, to the Servicer’s
knowledge, threatened against the Servicer, before any court, regulatory body,
administrative agency or other tribunal or governmental instrumentality having
jurisdiction over the Servicer or its properties (i) asserting the
invalidity of this Agreement, (ii) seeking to prevent the consummation of
any of the transactions contemplated by this Agreement, or (iii) seeking
any determination or ruling that might materially and adversely affect the
performance by the Servicer of its obligations under, or the validity or
enforceability of, this Agreement or otherwise be material to the Noteholders,
except as otherwise may be disclosed on the Preliminary Prospectus or the Prospectus;
and


 


(g)                                 No Insolvent Obligors. As of the Initial Cutoff Date or, in
the case of the Subsequent Receivables, as of the related Subsequent Cutoff
Date, no Obligor is shown in the Servicer’s Records (including, without
limitation the Receivable Files) as the subject of a bankruptcy proceeding.


 


Section 7.2.                                                 Indemnities of Servicer. 
The Servicer shall be liable in accordance herewith only to the extent
of the obligations specifically undertaken by the Servicer under this
Agreement.


 


(a)                                  The Servicer shall defend, indemnify and
hold harmless the Issuing Entity, the Trustee, the Indenture Trustee, the
Noteholders, the Certificateholders and the Seller (and any of their officers,
directors, employees and agents) from and against any and all costs, expenses,
losses, damages, claims and liabilities, arising out of or resulting from:


 


(i)                                     the use, ownership or operation by the
Servicer or any Affiliate thereof of any of the Financed Equipment;


 


(ii)                                  any taxes that may at any time be
asserted against any such Person with respect to the transactions contemplated
herein, including any sales, gross receipts, general corporation, tangible
personal property, privilege or license taxes (but, in the case of the Issuing
Entity, not including any taxes asserted with respect to, and as of the date
of, the sale of the Receivables to the Issuing Entity or the issuance and
original sale of the Notes and the issuance of the Certificates, or asserted
with respect to ownership of the 


 


31

















 


Receivables, or federal or other income taxes arising
out of distributions on the Certificates or the Notes) and costs and expenses
in defending against the same;


 


(iii)                               the negligence, willful misfeasance or
bad faith of the Servicer in the performance of its duties under this Agreement
or by reason of reckless disregard of its obligations and duties under this
Agreement; and


 


(iv)                              the Seller’s or the Issuing Entity’s
violation of federal or State securities laws in connection with the offering or
sale of the Notes.


 


(b)                                 The Servicer shall indemnify, defend and
hold harmless the Trustee and the Indenture Trustee (and their respective
officers, directors, employees and agents) from and against all costs,
expenses, losses, claims, damages and liabilities arising out of or incurred in
connection with the acceptance or performance of the trusts and duties herein
and, in the case of the Trustee, in the Trust Agreement contained, and, in the
case of the Indenture Trustee, in the Indenture contained, except to the extent
that such cost, expense, loss, claim, damage or liability:


 


(i)                                     shall be due to the willful misfeasance,
bad faith or negligence (except for errors in judgment) of the Trustee or the
Indenture Trustee as applicable; or


 


(ii)                                  shall arise from the breach by the
Trustee of any of its representations or warranties set forth in Section 7.3 of the Trust Agreement.


 


(c)                                  The Servicer shall pay any and all taxes
levied or assessed upon all or any part of the Trust Estate.


 


(d)                                 The Servicer shall pay the Indenture
Trustee and the Trustee from time to time reasonable compensation for all
services rendered by the Indenture Trustee under the Indenture or by the
Trustee under the Trust Agreement (which compensation shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust).


 


(e)                                  The Servicer shall, except as otherwise
expressly provided in the Indenture or the Trust Agreement, reimburse either
the Indenture Trustee or the Trustee, respectively, upon its request for all
reasonable expenses, disbursements and advances incurred or made in accordance
with the Indenture or the Trust Agreement, respectively, (including the
reasonable compensation, expenses and disbursements of its agents and either
in-house counsel or outside counsel, but not both), except any such expense,
disbursement or advance as may be attributable to the Indenture Trustee’s or
the Trustee’s, respectively negligence, bad faith or willful misfeasance.


 


Notwithstanding anything
herein to the contrary, Sections  7.2(a)(ii), (a)(iv), (b), (c), (d) and (e) shall not apply to the Backup
Servicer in its capacity as Successor Servicer. 
For purposes of this Section,
in the event of the termination of the rights and obligations of the Servicer
pursuant to Section 8.1, or
a resignation by the Servicer pursuant to this Agreement, the Servicer shall be
deemed to be the Servicer pending appointment of a Successor Servicer pursuant
to Section 8.2.


 


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Indemnification under this Section shall survive the
resignation or removal of the Trustee or the Indenture Trustee or the
termination of this Agreement, the Trust Agreement and the Indenture and shall
include reasonable fees and expenses of counsel and expenses of
litigation.  If the Servicer shall have
made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such
payments are made thereafter collects any of such amounts from others, such
Person shall promptly repay such amounts to the Servicer, without interest.


 


Section 7.3.                                                 Merger or Consolidation of, or
Assumption of the Obligations of, Servicer.  Any Person: (a) into
which the Servicer may be merged or consolidated, (b) that may result from
any merger or consolidation to which the Servicer shall be a party, (c) that
may succeed to the properties and assets of the Servicer substantially as a
whole, or (d) that is a corporation or limited liability company of which
50% or more of the voting stock or membership interests, respectively, are
owned, directly or indirectly, by CNH Global N.V. and which assumes the
obligations of the servicer hereunder, which Person (in any of the foregoing
circumstances) executes an agreement of assumption to perform every obligation
of the Servicer hereunder (or is deemed by law to have assumed such
obligations), shall be the successor to the Servicer under this Agreement
without further act on the part of any of the parties to this Agreement; provided, however, that: (i) immediately
after giving effect to such transaction, no Servicer Default, and no event
that, after notice or lapse of time, or both, would become a Servicer Default
shall have occurred and be continuing, (ii) the Servicer shall have
delivered to the Trustee and Indenture Trustee an Officer’s Certificate and an
Opinion of Counsel each stating that such consolidation, merger or succession,
if applicable, and such agreement of assumption comply with this Section and that all conditions
precedent, if any, provided for in this Agreement relating to such transaction
have been complied with, (iii) the Rating Agencies shall have received at
least ten days’ prior written notice of such transaction and (iv) the
Servicer shall have delivered to the Trustee and the Indenture Trustee an
Opinion of Counsel either: (A) stating that, in the opinion of such
counsel, all financing statements, continuation statements and amendments
thereto have been executed and filed that are necessary fully to preserve and
protect the interest of the Trustee and the Indenture Trustee, respectively, in
the Receivables and reciting the details of such filings, or (B) stating
that, in the opinion of such counsel, no such action shall be necessary to
preserve and protect such interests. Notwithstanding anything herein to the contrary,
the execution of the foregoing agreement of assumption and compliance with
clauses (i), (ii), (iii) and
(iv) shall be conditions
to the consummation of the transactions referred to in clauses (a), (b) or (c); provided, however, that
this Section 7.3 shall not apply to
mergers or consolidations of the Backup Servicer in its capacity as Successor
Servicer within J.P. Morgan Chase Bank N.A.


 


Section 7.4.                                                 Limitation on Liability of
Servicer and Others.  Neither the Servicer nor any
of the directors, officers, employees or agents of the Servicer shall be under
any liability to the Issuing Entity, the Noteholders or the Certificateholders,
except as provided under this Agreement, for any action taken or for refraining
from the taking of any action pursuant to this Agreement or for errors in
judgment; provided, however, that
this provision shall not protect the Servicer or any such Person against any
liability that would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of its duties or by reason of reckless
disregard of obligations and duties under this Agreement.  The Servicer and any director, officer,
employee or agent of the Servicer may rely in good faith on the advice of 


 


33

















 


counsel or on any
document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder.


 


Except as provided in this
Agreement, the Servicer shall not be under any obligation to appear in,
prosecute or defend any legal action that shall not be incidental to its duties
to service the Receivables in accordance with this Agreement, and that in its
opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any
reasonable action that it may deem necessary or desirable in respect of this
Agreement, the Basic Documents and the rights and duties of the parties to this
Agreement, the Basic Documents and the interests of the Certificateholders
under the Trust Agreement and the Noteholders under the Indenture.


 


Section 7.5.                                                 NH Credit Not to Resign as
Servicer.  Subject to Section 7.3,
NH Credit shall not resign from the obligations and duties imposed on it as
Servicer under this Agreement except upon determination that the performance of
its duties under this Agreement shall no longer be permissible under applicable
law and such impermissibility cannot be reasonably and promptly cured. Notice
of any such determination shall be communicated to the Trustee, the Backup
Servicer and the Indenture Trustee at the earliest practicable time (and, if
such communication is not in writing, shall be confirmed in writing at the
earliest practicable time) and any such determination shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee and the Indenture
Trustee concurrently with or promptly after such notice.  No such resignation shall become effective
until the Indenture Trustee or a Successor Servicer shall have assumed the
responsibilities and obligations of NH Credit in accordance with Section 8.2.


 


Section 7.6.                                                 Servicer to Act as Administrator. 
In the event of the resignation or removal of the Administrator and the
failure of a successor Administrator to have been appointed and to have accepted
such appointment as successor Administrator, the Servicer shall become the
successor Administrator and shall be bound by the terms of the Administration
Agreement.  Notwithstanding the
foregoing, in no event shall the Backup Servicer, in its capacity as Successor
Servicer, be required to act as Administrator.


 


ARTICLE VIII

Default


 


Section 8.1.                                                 Servicer Default. 
If any one of the following events (a “Servicer
Default”) shall occur and be continuing:


 


(a)                                  any failure by the Servicer to deliver to
the Indenture Trustee for deposit in any of the Trust Accounts or the
Certificate Distribution Account any required payment or to direct the
Indenture Trustee or the Trustee to make any required distributions therefrom,
which failure continues unremedied for three Business Days after written notice
of such failure is received by the Servicer from the Trustee or the Indenture
Trustee or after discovery of such failure by an officer of the Servicer;


 


(b)                                 any failure by the Servicer or the
Seller, as the case may be, duly to observe or to perform in any material
respect any other covenants or agreements (other than as set forth in clause
(a))  of the Servicer or the Seller (as
the case may be) set forth in this 


 


34

















 


Agreement or any other
Basic Document, which failure shall: (i) materially and adversely affect
the rights of Certificateholders or Noteholders and (ii) continue
unremedied for a period of 60 days after the date on which written notice of
such failure, requiring the same to be remedied, shall have been given: (A) to
the Servicer or the Seller (as the case may be) by the Trustee or the Indenture
Trustee or (B) to the Servicer or the Seller (as the case may be) and to
the Trustee and the Indenture Trustee, by the Noteholders or
Certificateholders, as applicable, evidencing not less than 25% of the
Outstanding Amount of the Notes or 25% of the beneficial interest in the
Issuing Entity;


 


(c)                                  an Insolvency Event occurs with respect
to the Servicer; or


 


(d)                                 the failure by NH Credit as Servicer to
engage a replacement Backup Servicer within one hundred eighty days after the
date that SST is terminated as Backup Servicer, unless SST is terminated as
Backup Servicer pursuant to Section 2.3
of the Backup Servicing Agreement, in which case a Backup Servicer will no
longer be required, notwithstanding anything in the Basic Documents to the
contrary;


 


then,
and in each and every case, so long as the Servicer Default shall not have been
remedied, either the Indenture Trustee, or the Holders of Notes evidencing not
less than 25% of the Outstanding Amount of the Notes, by notice then given in
writing to the Servicer and to any Backup Servicer that is engaged at that time
(and to the Indenture Trustee and the Trustee if given by the Noteholders), may
terminate all the rights and obligations (other than the obligations set forth
in Section 7.2) of the
Servicer under this Agreement; provided,
however, that the Backup Servicer, acting as Successor Servicer, may
not be terminated for a Servicer Default set forth in Section 8.1(b) with respect to
the Seller or under Section 8.1(d).  On or after the receipt by the Servicer and
any Backup Servicer of such written notice, all authority and power of the
Servicer under this Agreement, whether with respect to the Notes, the
Certificates, the Receivables or otherwise, shall, without further action, pass
to and be vested in (a) the Backup Servicer, or if no Backup Servicer is
then engaged (b) the Indenture Trustee or such Successor Servicer as may
be appointed under Section 8.2;
and, without limitation, the Indenture Trustee and the Trustee are hereby
authorized and empowered to execute and deliver, on behalf of the predecessor
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the termination of the Servicer, whether to complete the
transfer and endorsement of the Receivables and related documents, or
otherwise.  The predecessor Servicer
shall cooperate with the Successor Servicer, the Indenture Trustee and the
Trustee in effecting the termination of the responsibilities and rights of the
predecessor Servicer under this Agreement, including the transfer to the
Successor Servicer for administration by it of: (i) all cash amounts that
shall at the time be held by the predecessor Servicer for deposit, or shall
thereafter be received by it with respect to a Receivable and (ii) all
Receivable Files. All reasonable costs and expenses (including attorneys’ fees)
incurred in connection with such transfer, including the costs of transferring
the Receivable Files to the Successor Servicer and amending this Agreement to
reflect its succession as Servicer, shall be paid by the predecessor Servicer
upon presentation of reasonable documentation of such costs and expenses.  Upon receipt of written notice of the
occurrence of a Servicer Default, the Trustee shall give written notice thereof
to the Rating Agencies.


 


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Section 8.2.                                                                Appointment of Successor Servicer.  (a) 
Upon the Servicer’s receipt of notice of termination, pursuant to Section 8.1, or the Servicer’s
resignation in accordance with this Agreement, the predecessor Servicer shall
continue to perform its functions as Servicer under this Agreement, in the case
of termination, only until the date specified in such termination notice or, if
no such date is specified in a notice of termination, until receipt of such
notice and, in the case of resignation, until the earlier of: (x) the date
60 days from the delivery to the Trustee and the Indenture Trustee of written
notice of such resignation (or written confirmation of such notice) in
accordance with this Agreement and (y) the date upon which the predecessor
Servicer shall become unable to act as Servicer, as specified in the notice of
resignation and accompanying Opinion of Counsel. In the event of the Servicer’s
termination hereunder, if no Backup Servicer is then engaged, the Issuing
Entity shall appoint a Successor Servicer acceptable to the Indenture Trustee,
and the Successor Servicer shall accept its appointment by a written assumption
in form acceptable to the Indenture Trustee. 
In the event that a Successor Servicer has not been appointed at the
time when the predecessor Servicer has ceased to act as Servicer in accordance
with this Section, the
Indenture Trustee without further action shall automatically be appointed the
Successor Servicer and shall be entitled to the Servicing Fee.  Notwithstanding the above, the Indenture
Trustee shall, if it shall be unable so to act, appoint or petition a court of
competent jurisdiction to appoint any established institution, having a net
worth of not less than $50,000,000 and whose regular business shall include the
servicing of equipment receivables, as the successor to the Servicer under this
Agreement.


 


(b)                                 Upon appointment, the Successor Servicer
(including the Indenture Trustee acting as Successor Servicer) shall be the
successor in all respects to the predecessor Servicer (except with respect to
responsibilities and obligations of the predecessor Servicer set forth in Section 7.2) and shall be subject to
all the responsibilities, duties and liabilities arising thereafter relating
thereto placed on the predecessor Servicer and shall be entitled to the
Servicing Fee and all the rights granted to the predecessor Servicer by this
Agreement.  None of the Backup Servicer,
the Indenture Trustee or any other Successor Servicer shall be deemed to be
liable for or in breach of any obligations hereunder due to any act or omission
of a predecessor Servicer, including but not limited to failure of such
predecessor Servicer to timely deliver to the Indenture Trustee any required
information pertaining to the Receivables, any funds required to be deposited
with the Indenture Trustee, or any breach of duty of such predecessor Servicer
to cooperate with a transfer of servicing as required hereunder.  Any Successor Servicer shall from time to time
provide to NH Credit such information as NH Credit shall reasonably request
with respect to the Receivables and collections thereon.


 


(c)                                  Subject to the Indenture Trustee’s right
to appoint a Successor Servicer pursuant to the last sentence of clause (a) after
the Indenture Trustee has become Servicer, the Servicer may not resign unless
it is prohibited from serving as such by law as evidenced by an Opinion of
Counsel to such effect delivered to the Indenture Trustee, the Backup Servicer
and the Trustee.


 


(d)                                 Notwithstanding anything else herein to
the contrary, in no event shall the Indenture Trustee be liable for any
transition expenses, servicing fee or for any differential in the amount of the
Servicing Fee paid hereunder and the amount necessary to induce any Successor
Servicer to act as Successor Servicer under this Agreement and the transactions
set forth or provided for herein or be liable for or be required to make any
servicer advances.


 


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Section 8.3.                                                                Notification to Noteholders and
Certificateholders.  Upon any termination of, or
appointment of a successor to, the Servicer pursuant to this  Article VIII , the Trustee shall give
prompt written notice thereof to the Certificateholders and the Indenture
Trustee shall give prompt written notice thereof to the Noteholders, the Backup
Servicer and the Rating Agencies.


 


Section 8.4.                                                                Waiver of Past Defaults. 
The Noteholders of Notes evidencing not less than a majority of the Note
Balance (or the Holders of Certificates evidencing not less than 50% of the
beneficial interest in the Issuing Entity, in the case of any default that does
not materially and adversely affect the Indenture Trustee or the Noteholders)
may, on behalf of all the Noteholders and Certificateholders, waive in writing any
default by the Servicer in the performance of its obligations hereunder and its
consequences, except a default in making any required deposits to or payments
from any of the Trust Accounts or the Backup Servicer Account in accordance
with this Agreement.  Upon any such
waiver of a past default, such default shall cease to exist, and any Servicer
Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement.  No such
waiver shall extend to any subsequent or other default or impair any right
consequent thereto.


 


ARTICLE IX

Termination


 


Section 9.1.                                                                Optional Purchase of All
Receivables.  (a)  As of the first day of any
Collection Period immediately preceding a Payment Date as of which the Pool
Balance is 10% or less of the Initial Pool Balance, CNHCA shall have the option
(but no obligation) to purchase all of the Trust Estate, other than the Trust
Accounts.  To exercise such option, CNHCA
shall deposit, pursuant to Section 5.5,
in the Collection Account an amount equal to the aggregate Purchase Amount for
the Receivables plus the value of any other property held by the Trust, such
value to be as reasonably determined by CNHCA, and CNHCA shall succeed to all
interests in, to and under the Trust Estate, other than the Trust Accounts;
provided that CNHCA shall not exercise such option unless the amount so
deposited, together with funds on deposit in the Trust Accounts, would be
sufficient to pay the Redemption Price pursuant to Section 10.1(a) of the Indenture.


 


(b)                                 Upon any sale of the assets of the Trust,
the Servicer shall instruct the Indenture Trustee to deposit the proceeds from
such sale after all payments and reserves therefrom have been made (the “Sale Proceeds”) in the Collection
Account.  On the Payment Date, or, if such
proceeds are not so deposited on a Payment Date, on the first Payment Date
following the date on which the Sale Proceeds are deposited in the Collection
Account, the Servicer shall instruct the Indenture Trustee to make the
following payments and deposits (after the application on such Payment Date of
the Total Distribution Amount and funds on deposit in the Spread Account
pursuant to  Sections 5.6 and 5.7) from the Sale Proceeds and any funds
remaining on deposit in the Spread Account (including the proceeds of any sale
of investments therein as described in the following sentence):


 


(i)                                     first, to pay the Backup Servicer its
accrued and unpaid Backup Servicer Fees;


 


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(ii)                                  second, to pay the Servicer its accrued
and unpaid Servicing Fee;


 


(iii)                               third, to the Indenture Trustee for
amounts due under Section 6.7
of the Indenture;


 


(iv)                              fourth, to the Administrator, its accrued
and unpaid Administration Fees;


 


(v)                                 fifth, to the Note Distribution Account
for distribution pursuant to Section 8.2(e) of
the Indenture to the extent of all amounts payable under such Section, other than any amounts that would
be deposited into the Certificate Distribution Account under such  Section;


 


(vi)                              sixth, first, to the Backup Servicer, to
cover any accrued and unpaid reimbursable expenses (including the Backup
Servicer Expenses) to the extent unreimbursed after application of Section 4.12 of the Sale and
Servicing Agreement and second to the Servicer, to cover any accrued and unpaid
reimbursable expenses; and


 


(vii)                           seventh, to the Issuing Entity for
distribution to the Certificateholders.


 


Any investments on deposit
in the Spread Account that will not mature on or before such Payment Date shall
be sold by the Indenture Trustee at such time as will result in the Indenture
Trustee receiving the proceeds from such sale not later than the Transfer Date
preceding such Payment Date.


 


(c)                                  As described in Article IX of the
Trust Agreement, once CNHCA has made its determination to make the purchase
described under Section 9.1(a) (the “Clean-Up
Call”), the Servicer shall send notice of the anticipated dissolution of the
Trust to the Trustee and the Backup Servicer as soon as practicable after the
Servicer has received notice of the Clean-Up Call.


 


(d)                                 Following the satisfaction and discharge
of the Indenture and the payment in full of the principal of and interest on
the Notes, the Certificateholders will succeed to the rights of the Noteholders
hereunder and the Trustee will succeed to the rights of, and assume the
obligations of, the Indenture Trustee pursuant to this Agreement.


 


ARTICLE X

Miscellaneous Provisions


 


Section 10.1.                             Amendment.  Any term or
provisions of this Agreement may be amended by the Issuing Entity, the Seller
and the Servicer without the consent of the Indenture Trustee, any
Certificateholder, any Noteholder, the Trustee or any other Person (other than
the written consent of the Backup Servicer, such consent not to be unreasonably
withheld) subject to the satisfaction of one of the following conditions:


 


38

















 


(i)                                     the Seller or the Servicer 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
the Certificateholders; or


 


(ii)                                  the Seller and the Servicer deliver an
Officer’s Certificate of the Seller and Servicer, respectively, to the
Indenture Trustee to the effect that such amendment will not materially and
adversely affect the interests of the Noteholders or the Certificateholders.


 


An
amendment shall be deemed not to adversely affect in any material respect the
interests of any Noteholders of a Class of Notes if the Rating Agency
Condition has been satisfied with respect to such amendment for such Class of
Notes.


 


The Specified Spread Account
Balance may be reduced or the definition thereof otherwise modified without the
consent of any of the Noteholders or the Certificateholders if the Rating
Agency Condition is satisfied.


 


This Agreement may also be
amended from time to time by the Seller, the Servicer and the Issuing Entity,
with the written consent of the Indenture Trustee, but without the consent of
any of the Noteholders or the Certificateholders, to: (x) replace the
Spread Account with another form of credit enhancement as long as such
substitution will not result in a reduction or withdrawal of the rating of any Class of
the Notes or (y) add credit enhancement for the benefit of any Class of
the Notes.


 


This Agreement may also be
amended from time to time by the Seller, the Servicer and the Issuing Entity,
with the written consent of (a) the Indenture Trustee, (b) Noteholders
holding Notes evidencing not less than a majority of the Note Balance, and (c) the
Holders of Certificates evidencing not less than 50% of the beneficial interest
in the Trust, 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 or the Certificateholders; provided, however, that no such amendment
shall: (a) reduce the interest rate or principal of any Note or
Certificate, or delay the Class Final Scheduled Maturity Date of any Note
or (b) reduce the aforesaid percentage of the Notes and the Certificates
that are required to consent to any such amendment, without the consent of the
holders of all the outstanding Notes and Certificates affected thereby.


 


Promptly after the execution
of any such amendment or consent (or, in the case of the Rating Agencies, prior
thereto), the Trustee shall furnish written notification of the substance of
such amendment or consent to each Certificateholder, the Indenture Trustee and
each of the Rating Agencies.


 


It shall not be necessary
for the consent of Certificateholders or the Noteholders pursuant to this Section to approve the
particular form of any proposed amendment or consent, but it shall be
sufficient if such consent shall approve the substance thereof.


 


Prior to the execution of
any amendment to this Agreement, the Trustee and the Indenture Trustee shall be
entitled to receive and rely upon an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this Agreement and
the other Basic


 


39

















 


Documents
and that all conditions precedent to such execution and delivery by the Trustee
and the Indenture Trustee have been satisfied. The Trustee and the Indenture
Trustee may, but shall not be obligated to, enter into any such amendment that
affects the Trustee’s or the Indenture Trustee’s, as applicable, own rights,
duties or immunities under this Agreement or otherwise.


 


Notwithstanding anything
herein to the contrary (other than as provided in the following paragraph), any
term or provision of this Agreement may be amended by the Seller, and the
Servicer without the consent of any of the Noteholders, Certificateholders, the
Issuing Entity, the Indenture Trustee or any other Person to add, modify or eliminate
any provisions as may be necessary or advisable in order to comply with or
obtain more favorable treatment under or with respect to any law or regulation
or any accounting rule or principle (whether now or in the future in
effect); it being a condition to any such amendment that the Rating Agency
Condition shall have been satisfied.


 


Notwithstanding anything to
the contrary herein or in the Basic Documents, the Seller, the Servicer and the
Originator may enter into, deliver and perform any agreements, documents and
certificates in connection with a sale of the Class B Notes on or after
the Closing Date without notice to, or the consent of, any Noteholders,
Certificateholders or any other Person, and without satisfaction of a Rating
Agency Condition or any other conditions. 
The Issuing Entity,  Indenture
Trustee, Backup Servicer, and the Trustee may enter into, deliver and perform
any agreements, documents and certificates in connection with such sale of the Class B
Notes without notice to, or the consent of, any Noteholders, Certificateholders
or any other Person, and without satisfaction of a Rating Agency Condition
(unless satisfaction of the Rating Agency Condition is required due to reliance
on clause (ii) below) or any other conditions, so long as the Seller (i) delivers
an Officer’s Certificate of the Seller to the Indenture Trustee to the effect
that such agreements, documents and/or certificates will not materially and
adversely affect the interests of the Noteholders or the Certificateholders (it
being agreed hereunder that the officer delivering such Officer’s Certificate
may assume therein that an entity making as of such sale date representations
in such agreements, documents or certificates that were also made in the Basic
Documents as of the Closing Date do not materially and adversely affect the
interests of the Noteholders and/or Certificateholders) or (ii) satisfies
the Rating Agency Condition.


 


Section 10.2.                                                          Protection of Title to Trust.  (a) 
The Seller shall execute and file such financing statements, and cause to be
executed and filed such continuation statements, all in such manner and in such
places as may be required by applicable law fully to preserve, maintain and
protect the right, title and interest of the Issuing Entity and the interests
of the Indenture Trustee in the Receivables, the other property sold hereunder
and in the proceeds thereof.  The Seller
shall deliver (or cause to be delivered) to the Trustee and the Indenture
Trustee file-stamped copies of, or filing receipts for, any document filed as
provided above as soon as available following such filing.  The Issuing Entity and the Indenture Trustee
shall cooperate fully with the Seller in connection with the obligations set
forth above and will execute any and all documents reasonably required to
fulfill the intent of this paragraph.


 


(b)                                 Neither the Seller nor the Servicer shall
change its name, identity or organizational structure in any manner that would
or could reasonably be expected to make any financing statement or continuation
statement filed in accordance with paragraph (a) seriously misleading
within the applicable provisions of the UCC and shall give the Trustee and the


 


40

















 


Indenture Trustee notice
thereof no later than 10 days after the effective date thereof and shall
promptly file appropriate amendments to all previously filed financing
statements or continuation statements.


 


(c)                                  Each of the Seller and the Servicer shall
have an obligation to give the Trustee and the Indenture Trustee notice within
15 days after (and, in any case, no later than 10 days after the effective date
thereof) of any relocation of its principal executive office or its “location”
as defined in Section 9-307 of the UCC and if, as a result of such
relocation, the applicable provisions of the UCC would require the filing of
any amendment of any previously filed financing or continuation statement or of
any new financing statement and shall promptly file any such amendment. The
Servicer shall at all times maintain each office from which it shall service
Receivables, and its “location” (as defined in Section 9-307 of the UCC),
within the United States of America.


 


(d)                                 The Servicer shall maintain accounts and
records as to each Receivable accurately and in sufficient detail to permit: (i) the
reader thereof to know at any time the status of such Receivable, including
payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation
between payments or recoveries on (or with respect to) each Receivable and the
amounts from time to time deposited in the Collection Account in respect of
such Receivable.


 


(e)                                  The Servicer shall maintain its computer
systems so that, from and after the time of sale under this Agreement of the
Receivables, the Servicer’s master computer records (including any backup
archives) that refer to a Receivable shall indicate clearly the interest of the
Issuing Entity and the Indenture Trustee in such Receivable and that such
Receivable is owned by the Issuing Entity and has been pledged to The Bank of
New York Mellon Trust Company, N.A., as Indenture Trustee. Indication of the
Issuing Entity’s and the Indenture Trustee’s interest in a Receivable may be
deleted from or modified on the Servicer’s computer systems when, and only
when, the related Receivable shall have been paid in full or repurchased or
purchased by the Servicer, or otherwise transferred to the Servicer or CNHCA
pursuant to Section 4.3 hereof.


 


(f)                                    If at any time the Seller or the Servicer
shall propose to sell, grant a security interest in, or otherwise transfer any
interest in equipment receivables to any prospective purchaser, lender or other
transferee, the Servicer shall give to such prospective purchaser, lender or
other transferee computer tapes, records or printouts (including any restored
from backup archives) that, if they shall refer in any manner whatsoever to any
Receivable, shall indicate clearly that such Receivable has been sold and is
owned by the Issuing Entity and has been pledged to the Indenture Trustee.  From and after the date of this Agreement,
the Servicer will not sell, pledge, assign or transfer to any Person, or grant,
create, incur, assume or suffer to exist any Lien on, any interest in, to and
under the Receivables (other than Reacquired Receivables).


 


(g)                                 The Servicer shall permit the Indenture
Trustee and its agents at any time during normal business hours to inspect,
audit and make copies of and abstracts from the Servicer’s records regarding
any Receivable.  The Indenture Trustee
and its agents shall give reasonable notice of any such inspection or audit and
such inspection shall be conducted in a manner that does not cause undue
disruption or interference with the Servicer’s business.


 


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(h)                                 Upon request, the Servicer shall furnish
to the Trustee or to the Indenture Trustee, within five Business Days, a list
of all Receivables (by contract number and name of Obligor) then held as part
of the Trust, together with a reconciliation of such list to the Schedule of
Receivables and to each of the Servicer’s Certificates furnished before such
request indicating removal of Receivables from the Trust.


 


(i)                                     The Servicer shall deliver to the Trustee
and the Indenture Trustee:


 


(1)                                  promptly after the execution and delivery
of this Agreement, an Opinion of Counsel either: (A) stating that, in the
opinion of such counsel, all financing statements and continuation statements
have been executed and filed that are necessary fully to preserve and protect
the interest of the Trustee and the Indenture Trustee in the Receivables, and
reciting the details of such filings or referring to prior Opinions of Counsel
in which such details are given, or (B) stating that, in the opinion of
such counsel, no such action shall be necessary to preserve and protect such
interest; and


 


(2)                                  within 90 days after the beginning of
each calendar year beginning with the first calendar year beginning more than
three months after the Initial Cutoff Date, an Opinion of Counsel, dated as of
a date during such 90-day period, either: (A) stating that, in the opinion
of such counsel, all financing statements and continuation statements have been
executed and filed that are necessary fully to preserve and protect the
interest of the Trustee and the Indenture Trustee in the Receivables, and
reciting the details of such filings or referring to prior Opinions of Counsel
in which such details are given, or (B) stating that, in the opinion of
such counsel, no such action shall be necessary to preserve and protect such
interest.


 


Each Opinion of Counsel
referred to in clause (1) or (2) shall specify any action necessary
(as of the date of such opinion) to be taken in the following year to preserve
and protect such interest.


 


(j)                                     The Seller shall, to the extent required
by applicable law, cause the Certificates and the Notes to be registered with
the Commission pursuant to Section 12(b) or Section 12(g) of
the Exchange Act within the time periods specified in such sections.


 


(k)                                  If the Backup Servicer is acting as the
Successor Servicer, it shall be reimbursed pursuant to Section 5.6(b)(xi) for any costs
incurred by it in performing its duties pursuant to this Section.


 


Section 10.3.                                                          Notices. 
All demands, notices, directions, instructions and communications upon
or to the Seller, the Servicer, the Issuing Entity, the Trustee, the Indenture
Trustee or the Rating Agencies under this Agreement shall be in writing,
personally delivered or mailed by certified mail, return receipt requested, or
by facsimile, and shall be deemed to have been duly given upon receipt:  (a) in the case of the Seller, to CNH
Capital Receivables LLC, 6900 Veterans Boulevard, Burr Ridge, Illinois 60527,
Attention: Assistant Treasurer, (telephone: (630) 887-2095) (facsimile: (630)
887-5448), (b) in the case of the Servicer, to New Holland 


 


42

















 


Credit Company,
LLC, 33 South Railroad Avenue, New Holland, Pennsylvania 17557, Attention:
Finance Manager (telephone (717) 355-3091) (facsimile: (630) 887-5448); with a
copy to:  New Holland Credit Company,
LLC, 6900 Veterans Boulevard, Burr Ridge, Illinois 60527, Attention: Assistant
Treasurer, (facsimile: (630) 887-5448), (c) in the case of the Issuing
Entity or the Trustee, at the Trustee’s Corporate Trust Office, (d) in the
case of the Indenture Trustee, at its Corporate Trust Office, (e) in the
case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring
Department, 7 World Trade Center, 250 Greenwich Street, New York, New York
10007, (f) in the case of Standard & Poor’s, to Standard &
Poor’s Ratings Services, a division of McGraw-Hill Companies, Inc., 55
Water Street, New York, New York 10041, Attention: Asset Backed Surveillance
Department, and (g) in the case of Fitch, to Fitch, Inc., 70 West
Madison Street, Suite 11, Chicago, Illinois 60602, Attention: ABS
Monitoring — Equipment Loans.


 


Section 10.4.                                                          Assignment. 
Notwithstanding anything to the contrary contained herein, except as
provided in Sections 5.7, 6.4 and 7.3 and as provided in the provisions of
this Agreement concerning the resignation of the Servicer, this Agreement may
not be assigned by the Seller or the Servicer, except that the Seller may
assign any or all of its rights to payment under this Agreement.


 


Section 10.5.                                                          Limitations on Rights of Others. 
The provisions of this Agreement are solely for the benefit of the
Seller, the Servicer, the Issuing Entity, the Trustee, the Certificateholders,
the Indenture Trustee and the Noteholders, and nothing in this Agreement,
whether express or implied, shall be construed to give to any other Person any
legal or equitable right, remedy or claim in the Trust Estate or under or in
respect of this Agreement or any covenants, conditions or provisions contained
herein.


 


Section 10.6.                                                          Severability. 
Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


Section 10.7.                                                          Separate Counterparts. 
This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute but one and the
same instrument.


 


Section 10.8.                                                          Headings. 
The headings of the various Articles and Sections herein are for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.


 


Section 10.9.                                                          Governing Law. 
This Agreement shall be construed in accordance with the laws of the
State of New York, and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.


 


Section 10.10.                                                    Assignment to Indenture Trustee. 
The Seller hereby acknowledges and consents to any mortgage, pledge,
assignment and grant of a security interest by the Issuing Entity to the
Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders
of all


 


43

















 


right, title and
interest of the Issuing Entity in, to and under the Receivables and/or the
assignment of any or all of the Issuing Entity’s rights and obligations
hereunder to the Indenture Trustee, and agrees that enforcement of a right or
remedy hereunder by the Indenture Trustee shall have the same force and effect
as if the right or remedy had been enforced or executed by the Issuing Entity.


 


Section 10.11.                                                    Nonpetition Covenants.  (a) 
Notwithstanding any prior termination of this Agreement, the Servicer and the
Seller shall not, prior to the date that is one year and one day after the
termination of this Agreement, with respect to the Issuing Entity, acquiesce,
petition or otherwise invoke or cause the Issuing Entity to invoke the process
of any court or governmental authority for the purpose of commencing or
sustaining a case against the Issuing Entity under any federal or State
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Issuing Entity or any substantial part of its property, or ordering the winding
up or liquidation of the affairs of the Issuing Entity. The foregoing shall not
limit the right of the Servicer and the Seller to file any claim in or
otherwise take any action with respect to any such insolvency proceeding that
was instituted against the Issuing Entity by any Person other than the Servicer
or the Seller.


 


(b)                                 Notwithstanding any prior termination of
this Agreement, the Servicer shall not, prior to the date that is one year and
one day after the termination of this Agreement, with respect to the Seller,
acquiesce, petition or otherwise invoke or cause the Seller to invoke the
process of any court or governmental authority for the purpose of commencing or
sustaining a case against the Seller under any federal or State bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Seller or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Seller. The foregoing shall not limit the right of the
Servicer to file any claim in or otherwise take any action with respect to any
such insolvency proceeding that was instituted against the Seller by any Person
other than the Servicer.


 


Section 10.12.                                                    Limitation of Liability of
Trustee and Indenture Trustee.  (a)  Notwithstanding
anything contained herein to the contrary, this Agreement has been
countersigned by Wilmington Trust Company, not in its individual capacity but
solely in its capacity as Trustee of the Issuing Entity, and in no event shall
Wilmington Trust Company, in its individual capacity or any beneficial owner of
the Issuing Entity have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuing Entity hereunder or
in any of the certificates, notices or agreements delivered pursuant hereto, as
to all of which recourse shall be had solely to the assets of the Issuing
Entity.


 


(b)                                 Notwithstanding anything contained herein
to the contrary, this Agreement has been accepted by The Bank of New York
Mellon Trust Company, N.A., not in its individual capacity but solely as
Indenture Trustee, and in no event shall The Bank of New York Mellon Trust
Company, N.A. have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuing Entity hereunder or
in any of the certificates, notices or agreements delivered pursuant hereto, as
to all of which recourse shall be had solely to the assets of the Issuing
Entity.


 


44

















 


Section 10.13.                                                    Conditions Precedent to Other
Financing Transactions.  The Seller
shall not enter into any receivables sale or other financing transaction unless
either the appropriate documents relating thereto contain provisions
substantially to the effect set out in Sections
11.17 and 11.19 of the Indenture or such transaction otherwise shall
have satisfied the Rating Agency Condition.


 


Section 10.14.                                                    Information Requests. 
The parties hereto shall provide any information reasonably requested by
the Servicer, the Issuing Entity or the Seller or any of their Affiliates, at
the expense of such party, in order to comply with or obtain more favorable
treatment under any current or future law, rule, regulation, accounting rule or
principle.


 


Section 10.15.                                                    Information to Be Provided by the
Indenture Trustee.


 


(a)                                  For so long as the Issuing Entity is
required to report under the Exchange Act, the Indenture Trustee shall (i) on
or before the fifth Business Day of each month, provide to the Seller, in
writing, such information regarding the Indenture Trustee as is requested by
the Seller for the purpose of compliance with Item 1117 of Regulation AB; provided, however,
that the Indenture Trustee shall not be required to provide such information in
the event that there has been no change to the information previously provided
by the Indenture Trustee to Seller, and (ii) as promptly as practicable
following notice to or discovery by a Responsible Officer of the Indenture
Trustee of any changes to such information, provide to the Seller, in writing,
such updated information.


 


(b)                                 As soon as available but no later than March 15
of each calendar year for so long as the Issuing Entity is required to report
under the Exchange Act, commencing in 2010, the Indenture Trustee shall:


 


(i)                                     deliver to the Seller a report regarding
the Indenture Trustee’s assessment of compliance with the Servicing Criteria
during the immediately preceding calendar year, as required under paragraph (b) of
Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122 of
Regulation AB.  Such report shall be
signed by an authorized officer of the Indenture Trustee, and shall address
each of the Servicing Criteria specified in Exhibit H
or such criteria as mutually agreed upon by the Seller and the Indenture
Trustee;


 


(ii)                                  deliver to the Seller a report of a
registered public accounting firm that attests to, and reports on, the
assessment of compliance made by the Indenture Trustee and delivered pursuant
to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;


 


(iii)                               deliver to the Seller and any other
Person that will be responsible for signing the certification required by Rules 13a-14(d) and
15d-14(d) under the Exchange Act (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002) (a “Sarbanes
Certification”) on behalf of the Issuer or the Seller a
certification substantially in the form attached hereto as Exhibit I or such form as mutually
agreed upon by the Seller and the Indenture Trustee; and


 


45

















 


(iv)                              notify the Seller in writing of any
affiliations or relationships (as described in Item 1119 of Regulation AB)
between the Indenture Trustee and any item 1119 Party, provided,
that no such notification need be made if the affiliations or relationships are
unchanged from those provided in the notification in the prior calendar year.


 


The Indenture Trustee
acknowledges that the parties identified in clause
(iii) above may rely on the certification provided by the
Indenture Trustee pursuant to such clause in signing a Sarbanes Certification
and filing such with the Commission.


 


Section 10.16.                                                    Form 8-K Filings. 
So long as the Seller is filing Exchange Act Reports with respect to the
Issuer, the Indenture Trustee shall promptly notify the Seller, but in no event
later than one (1) Business Day after its occurrence, of any Reportable
Event of which a Responsible Officer of the Indenture Trustee has actual
knowledge (other than a Reportable Event described in clause (a) or (b) of
the definition thereof as to which the Seller or the Servicer has actual
knowledge).


 


Section 10.17.                                                    Indemnification.  (a) The
Bank of New York Mellon Trust Company, N.A. shall indemnify the Seller, each
Affiliate of the Seller and each Person who controls any of such parties
(within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act) and the respective present and former directors, officers,
employees and agents of each of the foregoing, and shall hold each of them
harmless from and against any losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments, and any other costs, fees
and expenses that any of them may sustain arising out of or based upon:


 


(1)                                  (A) any untrue statement of a
material fact contained in the Servicing Criteria assessment and any other
information required to be provided by The Bank of New York Mellon Trust
Company, N.A. to the Seller or its affiliates under Section 10.15
(excluding clause (b)(ii) of Section 10.15),
10.16 (such information, together with
the BNYTC Information as defined in the Certificate of The Bank of New York
Mellon Trust Company, N.A. attached hereto as Exhibit J, the “Provided
Information”), or (B) the omission or alleged omission to state in the
Provided Information a material fact required to be stated in the Provided
Information, or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of
this paragraph shall be construed solely by reference to the related
information and not to any other information communicated in connection with a
sale or purchase of securities, without regard to whether the Provided
Information or any portion thereof is presented together with or separately
from such other information; or


 


(2)                                  any failure by The Bank of New York
Mellon Trust Company, N.A. to deliver any Servicing Criteria assessment,
information, report, certification, accountants’ letter or other material when
and as required under Sections 10.15 and 10.16;


 


(b)                                 In the case of any failure of performance
described in clause (a)(2) of this Section, The Bank of New York Mellon
Trust Company, N.A. shall promptly reimburse the 


 


46

















 


Seller for all costs
reasonably incurred in order to obtain the information, report, certification,
accountants’ letter or other material not delivered as required by The Bank of
New York Mellon Trust Company, N.A.


 


Notwithstanding anything to
the contrary contained herein, in no event shall The Bank of New York Mellon
Trust Company, N.A. be liable for special, indirect or consequential damages of
any kind whatsoever, including but not limited to lost profits, even if The
Bank of New York Mellon Trust Company, N.A. has been advised of the likelihood
of such loss or damage and regardless of the form of action.


 


(c)                                  The Seller agrees to indemnify and hold
harmless, The Bank of New York Mellon Trust Company, N.A. and its officers,
directors, shareholders, employees, agents and each Person, if any, who
controls The Bank of New York Mellon Trust Company, N.A. within the meaning of
either Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act from and against, any and all claims, losses,
liabilities, actions, suits, judgments demands, damages, costs or expenses
(including reasonable fees and expenses of attorneys) of any nature resulting
from or directly related to (i) any untrue statement of a material fact
contained under the heading “Depositor” in the base prospectus contained in the
Preliminary Prospectus or the Prospectus, or (ii) any omission or alleged
omission to state therein a material fact required to be stated under the
heading “Depositor” in the base prospectus contained in the Preliminary
Prospectus, the Prospectus or necessary to make the statements under the
heading “Depositor” in the base prospectus contained in the Preliminary
Prospectus or the Prospectus, in the light of the circumstances in which they
were made, not misleading, to the extent that such untrue statement or alleged
untrue statement or omission or alleged omission relates to information set
forth under the heading “Depositor” in the base prospectus contained in the
Preliminary Prospectus or the Prospectus.


 


Notwithstanding anything to
the contrary contained herein, in no event shall the Seller be liable for
special, indirect or consequential damages of any kind whatsoever, including
but not limited to lost profits, even if the Seller has been advised of the
likelihood of such loss or damage and regardless of the form of action.


 


(signature page follows)


 


47

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed by their
respective officers as of the day and year first above written.


 


	
   

  	
  CNH EQUIPMENT
  TRUST 2009-B

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust
  Company,

  
	
   

  	
   

  	
  not in its
  individual capacity, but

  
	
   

  	
   

  	
  solely as
  Trustee of the Trust

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dorri
  Costello

  
	
   

  	
   

  	
  Name:  Dorri Costello

  
	
   

  	
   

  	
  Title:  Financial Services Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  CNH CAPITAL
  RECEIVABLES LLC

  
	
   

  	
  as Seller

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas N.
  Beckmann

  
	
   

  	
   

  	
  Name:  Thomas N. Beckmann

  
	
   

  	
   

  	
  Title:  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW HOLLAND
  CREDIT COMPANY, LLC

  
	
   

  	
  as Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas N.
  Beckmann

  
	
   

  	
   

  	
  Name:  Thomas N. Beckmann

  
	
   

  	
   

  	
  Title:  Assistant Treasurer

  



Acknowledged and
Accepted:


 


The Bank of New York
Mellon Trust Company, N.A.,
   not in its individual capacity
   but solely as Indenture Trustee


 


 


	
  By: 

  	
  /s/ Robert Castle

  	
   

  
	
   

  	
  Name:  Robert Castle

  	
   

  
	
   

  	
  Title:  Vice President

  	
   

  



 

















 


EXHIBIT
A


to Sale and
Servicing Agreement


 


[RESERVED]


 


A-1

















 


EXHIBIT
B


to Sale and
Servicing Agreement


 


[RESERVED]


 


B-1
















 


EXHIBIT
C


to Sale and
Servicing Agreement


 


FORM OF SERVICER’S CERTIFICATE


 


Wilmington Trust Company


Rodney Square North,


1100 North Market Street,


Wilmington, Delaware
19890,


Attention: Corporate
Trust Administration


 


The Bank of New York  Mellon Trust Company, N.A.

2 North LaSalle Street

Suite 1020

Chicago, Illinois 60602

Telephone:                    (312) 827-8500


Facsimile:                        (312) 827-8562


Attention:                         Structured Finance-ABS


 


CNH Capital Receivables
LLC

6900 Veterans Boulevard

Burr Ridge, Illinois  60527

Attention:  Assistant Treasurer


 


Fitch, Inc.

70 West Madison Street


Suite 11

Chicago, Illinois  60602

Attention:  ABS Monitoring — Equipment Loans


 


Moody’s Investors Service, Inc.

ABS Monitoring Department

7 World Trade Center

250 Greenwich Street

New York, New York  10007


 


Standard & Poor’s
Ratings Services,
  a division of McGraw-Hill Companies, Inc.

55 Water Street

New York, New York  10041

Attention:  Asset Backed Surveillance Department


 


Systems &
Services Technologies, Inc.

4315 Pickett Road

St. Joseph, Missouri  64503

Attention:  Jonathan Pike


 


C-1

















 


CNH Equipment Trust 2009-B


 


$217,400,000 Class A-1
1.35205% Asset Backed Notes due June 4, 2010


 


$130,000,000 Class A-2
2.40% Asset Backed Notes due May 16, 2011


 


$373,000,000 Class A-3
2.97% Asset Backed Notes due March 15, 2013


 


$280,600,000 Class A-4
5.17% Asset Backed Notes due October 15, 2014


 


$30,959,000 Class B 0.00% Asset Backed Notes due November 16, 2015


 


Asset Backed Certificate


 


Please contact [       ]
at [       ]-[       ]-[       ]
with any questions regarding this report or email abs@cnh.com


 


For additional information
consult http://investors.cnh.com


 


	
  Cutoff Date

  	
   

  	
   

  	
   

  	
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  Pool

  	
   

  	
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  73

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  74

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  75

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  76

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  77

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  78

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Amount of Scheduled
  Cashflow  

  	
   

  	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Discount Rate  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Beginning Contract Value  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Scheduled Contract Value
  Decline  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unscheduled Contract Value
  Decline  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional Contract Value
  Added  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ending Contract Value  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-3

















 


CNH Equipment Trust 2009-B


 


$217,400,000 Class A-1
1.35205% Asset Backed Notes due June 4, 2010


 


$130,000,000 Class A-2
2.40% Asset Backed Notes due May 16, 2011


 


$373,000,000 Class A-3
2.97% Asset Backed Notes due March 15, 2013


 


$280,600,000 Class A-4
5.17% Asset Backed Notes due October 15, 2014


 


$30,959,000 Class B 0.00% Asset Backed Notes due November 16, 2015


 


Asset Backed Certificate


 


Dated Date (30/360)


Dated Date (act/360)


Scheduled Payment Date


Actual Payment Date


Days in accrual period (30/360)


Days in accrual period (act/360)


1 month LIBOR Rate


Note Distribution Account deposit


Certificate Distribution Account deposit


First Principal Payment Amount


Note Monthly Principal Distributable Amount


Spread Account Initial Deposit


Amount required to be deposited into the Collection
Account during the calendar month


Amounts to be paid to Backup Servicer as successor
servicer to reimburse liquidation expenses


 


Collateral Summary


Wtd. Average Discount Rate


Beginning Contract Value


Scheduled Contract Value Decline


Unscheduled Contract Value Decline


Additional Contract Value Purchased


Ending Contract Value


 


Beginning Pre-funding Account Balance


Pre-funding Account Balance at [payment date]


Pre-funding Account Balance at [payment date]


Pre-funding Account Balance at [payment date]


Pre-funding Account Balance at [final payment date]


Ending Pre-funding Account Balance


 


Total Beginning Balance (Pool Balance + Pre-funding
Account Balance)


Pool Balance as of end of last day of preceding
Collection Period


Total Ending Balance (Pool Balance + Pre-funding
Account Balance)


 


Purchase Amount of Receivables purchased due to
Modification Purchase Events in the related Collection Period


Purchase Amount of all other purchases and
repurchases in the related Collection Period


 


C-4

















 


Collections and Reinvestment Income


Receipts During the period (net of servicer’s
liquidation expenses)


 


Warranty Repurchases


Contracts deferred beyond Final Scheduled Maturity
Date


Government obligors


Total Warranty Repurchases


 


Total Collections For The Period


 


Reinvestment Income (excluding Pre-funding Account)


Reinvestment Income on Pre-funding Account)


 


Total Collections + Reinvestment Income For The
Period


 


Other—Back-Up Servicing Account Investment Earnings


 


CNH Equipment Trust 2009-B


 


$217,400,000 Class A-1
1.35205% Asset Backed Notes due June 4, 2010


 


$130,000,000 Class A-2
2.40% Asset Backed Notes due May 16, 2011


 


$373,000,000 Class A-3
2.97% Asset Backed Notes due March 15, 2013


 


$280,600,000 Class A-4
5.17% Asset Backed Notes due October 15, 2014


 


$30,959,000 Class B 0.00% Asset Backed Notes due November 16, 2015


 


Asset Backed Certificate


 


	
   

  	
   

  	
  General

  	
   

  	
  Party Receiving

  	
   

  
	
   

  	
   

  	
  Purpose of

  	
   

  	
  Fee or Expense

  	
   

  
	
  Actual Payment Date

  	
   

  	
  Fee or Expense

  	
   

  	
  Amount

  	
   

  
	
  Calculation of Distributable
  Amounts

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Backup Servicer Engaged?

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current Backup Servicing
  Fee Due

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Past Due Backup Servicing
  Fee

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Backup Servicing Fee
  Due

  	
   

  	
  Provide for backup servicer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNH or [backup servicer]?

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current Servicing Fee Due

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Past Due Servicing Fee

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Servicing Fee Due

  	
   

  	
  Provide for servicer as required

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current Administration Fee
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Past Due Administration Fee

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Administration Fee
  Due

  	
   

  	
  Provide for trust administrator

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reimburseable Expenses of
  the Backup Servicer Due

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-5

















 


	
  Past Due Reimburseable
  Expenses of the Backup Servicer

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Reimburseable
  Expenses of the Backup Servicer Due

  	
   

  	
  To cover expenses of backup servicer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reimburseable Expenses of
  the Servicer Due

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Past Due Reimburseable
  Expenses of the Servicer

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Reimburseable
  Expenses of the Servicer Due

  	
   

  	
  To cover expenses of servicer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Principal Balance of
  Notes (Beginning of Period)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1 notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3 notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4 notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes
  Beginning Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
  Coupon/

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Type

  	
   

  	
  Spread

  	
   

  	
  Coupon

  	
   

  	
  Daycount

  	
   

  
	
  A-1 notes Current Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Current Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3 notes Current Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4 notes Current Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes Current
  Interest Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1 notes Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3 notes Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4 notes Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes Past Due
  Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1 notes Interest Due on
  Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Interest Due on
  Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3 notes Interest Due on
  Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4 notes Interest Due on
  Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes Interest
  Due on Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1 notes Total Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Total Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3 notes Total Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4 notes Total Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes Total
  Interest Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1 notes Principal Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Principal Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3 notes Principal Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4 notes Principal Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes
  Principal Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total notes Interest Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total notes Principal Due  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Termination Payment Due  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total notes Distributable
  Amount  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-6

















 


CNH Equipment Trust 2009-B


 


$217,400,000 Class A-1
1.35205% Asset Backed Notes due June 4, 2010


 


$130,000,000 Class A-2
2.40% Asset Backed Notes due May 16, 2011


 


$373,000,000 Class A-3
2.97% Asset Backed Notes due March 15, 2013


 


$280,600,000 Class A-4
5.17% Asset Backed Notes due October 15, 2014


 


$30,959,000 Class B 0.00% Asset Backed Notes due November 16, 2015


 


Asset Backed Certificate


 


Actual Payment Date


 


Cash Available for Distribution


Total Collections + Reinvestment Income For The Period


 


Beginning Negative Carry Account


Deposits from Negative Carry Account to Distribution Account


 


Beginning Spread Account Balance


Additional Deposit to Spread Account from Pre-funding


Deposits from Spread Account to Distribution Account


 


Beginning Principal Supplement Account


Deposits from Principal Supplement Account to Distribution Account


 


Beginning Pre-Funding Account Balance


Deposits from Pre-funding Account to Distribution Account


 


Total Cash Available


 


	
   

  	
   

  	
  Available

  
	
  Cash
  Allocation (Cashflow Waterfall)

  	
   

  	
  Cash

  
	
   

  	
   

  	
   

  
	
  Backup Servicing Fee Paid 

  (Expressed as a dollar amount per $1,000 of original principal balance of a
  Note)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Backup Servicing Fee
  Shortfall

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Servicing Fee Paid 

  (Expressed as a dollar amount per $1,000 of original principal balance of a
  Note)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Servicing Fee Shortfall

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Administration Fee Paid 

  (Expressed as a dollar amount per $1,000 of original principal balance of a
  Note)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Administration Fee
  Shortfall

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Remaining Cash Available to
  Pay Note Interest

  	
   

  	
   

  



 


C-7

















 


	
  Cash Available to Pay Note
  Interest

  	
   

  	
   

  
	
  Cash Available to Pay
  Termination Payment

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Class A-1 notes Interest Paid 

  (Expressed as a dollar amount per $1,000 of original principal balance of a
  Note)

  	
   

  	
   

  
	
  Class A-2 notes Interest Paid 

  (Expressed as a dollar amount per $1,000 of original principal balance of a
  Note)

  	
   

  	
   

  
	
  Class A-3 notes Interest Paid 

  (Expressed as a dollar amount per $1,000 of original principal balance of a
  Note)

  	
   

  	
   

  
	
  Class A-4 notes Interest Paid 

  (Expressed as a dollar amount per $1,000 of original principal balance of a
  Note)

  	
   

  	
   

  
	
  Class B notes Interest Paid 

  (Expressed as a dollar amount per $1,000 of original principal balance of a
  Note)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Class A-1 notes
  Interest Shortfall

  	
   

  	
   

  
	
  Class A-2 notes
  Interest Shortfall

  	
   

  	
   

  
	
  Class A-3 notes
  Interest Shortfall

  	
   

  	
   

  
	
  Class A-4 notes
  Interest Shortfall

  	
   

  	
   

  
	
  Class B notes Interest
  Shortfall

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Class A-1 notes Principal Paid 

  (Expressed as a dollar amount per $1,000 of original principal balance of a
  Note)

  	
   

  	
   

  
	
  Class A-2 notes Principal Paid 

  (Expressed as a dollar amount per $1,000 of original principal balance of a
  Note)

  	
   

  	
   

  
	
  Class A-3 notes Principal Paid

  (Expressed as a dollar amount per $1,000 of original principal balance of a
  Note)

  	
   

  	
   

  
	
  Class A-4 notes Principal Paid 

  (Expressed as a dollar amount per $1,000 of original principal balance of a
  Note)

  	
   

  	
   

  
	
  Class B notes Principal Paid 

  (Expressed as a dollar amount per $1,000 of original principal balance of a
  Note)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Deposits to Spread Account

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Total Principal Balance of
  Notes (End of Period)

  	
   

  	
   

  
	
  A-1 notes Ending Principal
  balance

  	
   

  	
   

  
	
  A-2 notes Ending Principal
  balance

  	
   

  	
   

  
	
  A-3 notes Ending Principal
  balance

  	
   

  	
   

  
	
  A-4 notes Ending Principal
  balance

  	
   

  	
   

  
	
  Class B notes Ending
  Principal balance

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Release to Seller as Excess

  	
   

  	
   

  



 


CNH Equipment Trust 2009-B


 


$217,400,000 Class A-1
1.35205% Asset Backed Notes due June 4, 2010


 


$130,000,000 Class A-2
2.40% Asset Backed Notes due May 16, 2011


 


$373,000,000 Class A-3
2.97% Asset Backed Notes due March 15, 2013


 


$280,600,000 Class A-4
5.17% Asset Backed Notes due October 15, 2014


 


$30,959,000 Class B 0.00% Asset Backed Notes due November 16, 2015


 


Asset Backed Certificate


 


Actual Payment Date


 


C-8

















 


	
  Summary and
  Factors

  	
   

  	
  Amount

  	
   

  	
  Factor

  	
   

  	
  Per/$1000

  
	
  Total Principal Balance of
  Notes (Beginning of Period)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1 notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3 notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4 notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes
  Beginning Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  WAL

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Principal
  Balance of Notes (End of Period)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1 notes Ending
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Ending
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3 notes Ending
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4 notes Ending
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B
  notes Ending Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-1
  notes Interest Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-2
  notes Interest Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-3
  notes Interest Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-4
  notes Interest Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B
  notes Interest Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-1
  notes Interest Shortfall

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-2
  notes Interest Shortfall

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-3
  notes Interest Shortfall

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-4
  notes Interest Shortfall

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B
  notes Interest Shortfall

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-1
  notes Principal Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-2
  notes Principal Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-3
  notes Principal Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-4
  notes Principal Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B
  notes Principal Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Negative
  Carry Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Negative Carry

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Negative Carry
  Days Remaining

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Required
  Negative Carry Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Beginning
  Negative Carry Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Negative Carry
  Account Withdrawals to Distribution Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Negative Carry
  Released to Seller

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ending Negative
  Carry Account Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread
  Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Required Spread
  Account Deposit (Add Loans)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread Account
  Test - 3 Month Average Delinquency Ratio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread Account
  Test - Cumulative Net Loss Ratio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Spread Account
  Test Met

  	
   

  	
  Original

  	
   

  	
  [     ],
  200[  ]

  	
   

  	
  [     ],
  200[  ]

  	
   

  	
  [     ],
  200[  ]

  	
   

  
	
  Required Spread Account
  Target

  	
   

  	
  [     ]%

  	
   

  	
  [     ]%

  	
   

  	
  [     ]%

  	
   

  	
  [     ]%

  	
   

  
	
  Required
  Spread Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Beginning Spread
  Account Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional
  Deposit to Spread Account from Pre-funding

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread Account
  Withdrawals to Distribution Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread Account
  Deposits from Excess Cash

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread Account
  Released to Seller

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
																		



 


C-9

















 


	
  Ending Spread
  Account Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Principal
  Supplement Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Required Principal
  Supplement Account Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Beginning
  Principal Supplement Account Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional
  Deposit to Principal Supplement Account from Pre-funding

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Principal
  Supplement Account Withdrawals to Distribution Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Principal
  Supplement Account Released to Seller

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ending Principal
  Supplement Account Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pre-funding
  Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Beginning
  Pre-funding Account Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Contract
  Value Purchased

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deposits to
  Spread Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deposits to
  Principal Supplement Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Release to
  Seller for Purchased Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Excess Release
  to Noteholders for Unpurchased Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ending
  Pre-funding Account Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Original

  	
   

  
	
  Purchases

  	
   

  	
  Units

  	
   

  	
  Cut-Off Date

  	
   

  	
  Closing Date

  	
   

  	
  Pool Balance

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Initial Purchase

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsequent
  Purchase #1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsequent
  Purchase #2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Backup
  Servicer Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Backup Servicer
  Account Initial Deposit

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Backup Servicer
  Account Beginning Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Backup Servicer
  Account Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Backup Servicer
  Account Investment Earnings

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Backup Servicer
  Account Investment Earnings - Released to Seller

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ending
  Backup Servicer Account Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Release to
  Seller

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


“The Administrator
hereby directs the Indenture Trustee to pay on the Payment Date set forth above
from the Certificate Distribution Account to the Certificateholders, on a pro
rata basis, zero payment.”


 


	
  Spread
  Account Triggers

  
	
  Average
  Delinquency Ratio Test*

  
	
   

  
	
  Payment Date

  
	
  [   ]-[   ]

  
	
  [   ]-[   ]

  
	
  [   ]-[   ]

  
	
   

  
	
  Second Prior Month
  Delinquency Ratio

  
	
  Prior Month Delinquency
  Ratio

  
	
  Current Month Delinquency
  Ratio

  
	
   

  



 


C-10

















 


3 Month
Average Delinquency Ratio


 


	
  Test

  	
   

  	
  Variance

  	
   

  	
  Trigger

  	
   

  
	
  Current
  Distribution Date

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (1) Is
  current distribution month [    ], 200[  ] or [    ],
  200[  ], or [    ], 200[  ]?

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2) Is the
  3 Month Average Delinquency Ratio < Specified Percentage for specified
  month?

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  If both
  (1) and (2) are “YES” then see Cumulative Net Loss Ratio

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cumulative
  Net Loss Ratio Test**

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payment Date

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [    ]-[    ]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [    ]-[    ]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [    ]-[    ]

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Cumulative
Net Loss Ratio


 


	
  Test

  	
   

  	
  Variance

  	
   

  	
  Trigger

  	
   

  
	
  (1) Is
  current distribution month [     ], 200[  ]
  or [     ], 200[  ], or [     ],
  200[  ]?

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (2) Is the
  Cumulative Net Loss Ratio < Specified Percentage for specified month?

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


If both (1) and (2) are “YES” then see next
test below


 


If the 3 Month Average Delinquency and Cumulative Net
Loss Ratio tests are met, then spread account reduces to [  ]% at [     ]
200[  ] and/or [  ]% at [     ]
200[  ] and/or [  ]% at [     ]
200[  ]


 


Were the 3 Month Average
Delinquency and Cumulative Net Loss Ratio tests met on such Payment Date?


 


Specified Spread Account
Balances on such Payment Date


 


DEFINITIONS:


 


Average Delinquency Ratio Test*


On any payment date will be the average of the
Delinquency Ratios for the preceding three calendar months.  


 


The Delinquency Ratio for any calendar month means
the ratio, expressed as a percentage, of (a) the sum, for all of the
receivables, of all scheduled payments that are 60 days or more past due (other
than Purchased Receivables and liquidated receivables) as of the end of such
month, determined in accordance with the servicer’s then-current practices, to
(b) the Pool Balance as of the last day of such month.


 


Cumulative Net Loss Ratio Test**


 


The Cumulative Net Loss Ratio on any payment date
will be the ratio, expressed as a percentage, of (a) the aggregate
Realized Losses on the receivables since their cutoff date through the last day
of the related calendar month, to (b) the sum of (i) the Pool Balance
as of the initial cutoff date and (ii) the sum of the Contract Values of
all receivables purchased with amounts on deposit in the pre-funding account,
each as of the related cutoff date for the related receivable.


 


POOL
STATISTICS


 


Collateral
Composition


 


	
  Number of Loans at
  Beginning of Period

  
	
  Number of Loans at End of
  Period

  
	
   

  
	
  Weighted Average Coupon on
  Receivables

  
	
  Weighted Average Original
  Term on Receivables

  



 


C-11

















 


	
  Weighted Average Remaining
  Term on Receivables

  
	
   

  
	
  Pool Factor

  
	
  A-1 Note Pool Factor

  
	
  A-2 Note Pool Factor

  
	
  A-3 Note Pool Factor

  
	
  A-4 Note Pool Factor

  
	
  Class B Note Pool
  Factor

  
	
  Prepayment Amount - Monthly

  
	
  Prepayment Amount -
  Life-to-Date

  



 


Collateral
Performance  


 


	
  Contractual Delinquency: (Excluding
  Liquidated and Purchased Contracts)

  	
   

  	
  Count

  	
   

  	
  %

  	
   

  	
  Amount

  	
   

  	
  %

  	
   

  
	
  < 31 Days delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31-60 Days delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  61-90 Days delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  91-120 Days delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  121-150 Days delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  151-180 Days delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  181 + Days delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL (Delinquency data is for total
  contract balance past due)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Scheduled
  Amounts 30 - 59 days past due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Scheduled
  Amounts 60 days or more past due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
														



 


	
  Losses on Liquidated Receivables

  	
   

  	
  Month $ 

  	
   

  	
  Month #

  	
   

  	
  LTD $ 

  	
   

  	
  LTD #

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross Losses (1)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Recoveries (2)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net Losses
  (Gross Losses less Recoveries)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net Loss as % of
  the Average Portfolio Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net Loss as a %
  of the Initial Deal Size

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Average Net Loss
  on all assets that have experienced a net loss

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Realized
  Losses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net Losses on
  Liquidated Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Write Down
  Amount on 180 Day Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly Realized
  Losses (Total)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cumulative Net
  Losses on Liquidated Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cumulative Write
  Down Amount on 180 Day Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cumulative
  Realized Losses (Total)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Repossession
  Inventory and 180-Day Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Repossessed
  Equipment not Sold or Reassigned (Beginning)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Repossessed
  Equipment not Sold or Reassigned (End)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Balance of 180
  Day Receivables (Beg of month)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Balance of 180
  Day Receivables (End of month)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(1) The realizable estimated loss at the time of repossession or
full charge-off if written off without a repossession.


(2) Recovery of any estimated loss amount after the sale of
repossessed equipment or from the  


 


C-12

















 


defaulted
obligor.


(3) Sum of the monthly loss number of accounts will not equal the
life-to-date number of accounts due to loss activity on the same account in
multiple months. Duplicate accounts in multiple months have been removed.


 


STATEMENTS
TO NOTEHOLDERS


 


	
  1

  	
  Has there been a material
  change in practices with respect to charge offs, collection and management of
  delinquent Receivables, and the effect of any grace period, re-aging,
  re-structuring, partial payments or other practices on delinquency and loss
  experience?

  
	
   

  	
   

  
	
  2

  	
  Have there been any
  material modifications, extensions or waivers to Receivables terms, fees,
  penalties or payments during the Collection Period?

  
	
   

  	
   

  
	
  3

  	
  Have there been any
  material breaches of representations, warranties or covenants contained in
  the Receivables?

  
	
   

  	
   

  
	
  4

  	
  Has there been an issuance
  of notes or other securities backed by the Receivables?

  
	
   

  	
   

  
	
  5

  	
  Has there been a material
  change in the underwriting, origination or acquisition of Receivables?

  



 


C-13
















 


EXHIBIT
D

to Sale and
Servicing Agreement


 


FORM OF ASSIGNMENT


 


For value received, in
accordance with and subject to the Sale and Servicing Agreement dated as of April 1,
2009 (the “Sale and Servicing Agreement”)
among the undersigned, New Holland Credit Company, LLC (“NH Credit”) and CNH Equipment Trust 2009-B
(the “Issuing Entity”), the
undersigned does hereby sell, assign, transfer set over and otherwise convey
unto the Issuing Entity, without recourse, all of its right, title and interest
in, to and under:  (a) the Initial Receivables, which are listed on Schedule A hereto, including all
documents constituting chattel paper included therewith, and all obligations of
the Obligors thereunder, including all monies paid thereunder on or after the
Initial Cutoff Date, (b) the security interests in the Financed Equipment
granted by Obligors pursuant to the Initial Receivables and any other interest
of the undersigned in such Financed Equipment, (c) any proceeds with
respect to the Initial Receivables from claims on insurance policies covering
Financed Equipment or Obligors (to the extent not used to purchase Substitute
Equipment), (d) the Liquidity Receivables Purchase Agreement (only with
respect to Owned Contracts included in the Initial Receivables) and the Purchase
Agreement, including the right of the undersigned to cause CNH Capital America
LLC (“CNHCA”) to repurchase
Receivables from the undersigned under the circumstances described therein, (e) any
proceeds from recourse to Dealers with respect to the Initial Receivables, (f) any
Financed Equipment that shall have secured an Initial Receivable and that shall
have been acquired by or on behalf of the Trust, (g) all funds on deposit
from time to time in the Trust Accounts, including the Spread Account Initial
Deposit, any Principal Supplement Account  Deposit, the Negative Carry
Account Initial Deposit and the Pre-Funded Amount, and in all investments and
proceeds thereof (including all income thereon), and (h) the proceeds of
any and all of the foregoing. The foregoing sale does not constitute and is not
intended to result in any assumption by the Issuing Entity of any obligation of
the undersigned to the Obligors, insurers or any other person in connection
with the Initial Receivables, Receivables Files, any insurance policies or any
agreement or instrument relating to any of them.


 


This Assignment is made
pursuant to and upon the representations, warranties and agreements on the part
of the undersigned contained in the Sale and Servicing Agreement and is to be
governed in all respects by the Sale and Servicing Agreement. Capitalized terms
used herein and not otherwise defined shall have the meanings assigned to them
in the Sale and Servicing Agreement.


 


D-1

















 


IN WITNESS WHEREOF, the
undersigned has caused this Assignment to be duly executed as of May 12,
2009.


 


	
   

  	
  CNH CAPITAL
  RECEIVABLES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


D-2

















 


SCHEDULE A


to Assignment


 


SCHEDULE OF INITIAL RECEIVABLES

[ATTACHED HERETO]


 


D-3

















 


EXHIBIT
E


to Sale and
Servicing Agreement


 


FORM OF SUBSEQUENT TRANSFER ASSIGNMENT


 


For value received, in
accordance with and subject to the Sale and Servicing Agreement dated as of April 1,
2009 (the “Sale and Servicing Agreement”)
among CNH Equipment Trust 2009-B, a Delaware statutory trust (the “Issuing Entity”), CNH Capital Receivables
LLC, a Delaware limited liability company (the “Seller”), and New Holland Credit Company, LLC, a Delaware
limited liability company (“NH Credit”), the Seller does hereby sell, transfer,
assign, set over and otherwise convey to the Issuing Entity, without recourse,
all of its right, title and interest in, to and under: (a) the Subsequent
Receivables, with an aggregate Contract Value equal to
$[                    ],
listed on Schedule A hereto,
including all documents constituting chattel paper included therewith, and all
obligations of the Obligors thereunder including all monies paid thereunder on
or after the Subsequent Cutoff Date, (b) the security interests in the
Financed Equipment granted by Obligors pursuant to such Subsequent Receivables
and any other interest of the Seller in such Financed Equipment, (c) any
proceeds with respect to such Subsequent Receivables from claims on insurance
policies covering Financed Equipment or Obligors (to the extent not used to
purchase Substitute Equipment), (d) the Liquidity Receivables Purchase
Agreement (only with respect to Subsequent Receivables purchased by the Seller
pursuant to that Agreement) and the Purchase Agreement, including the right of
the Seller to cause CNHCA to repurchase Subsequent Receivables from the Seller
under the circumstances described therein, (e) any proceeds from recourse
to Dealers with respect to such Subsequent Receivables, (f) any Financed
Equipment that shall have secured any such Subsequent Receivables and that
shall have been acquired by or on behalf of the Trust, and (g) the
proceeds of any and all of the foregoing. The foregoing sale does not
constitute and is not intended to result in any assumption by the Issuing
Entity of any obligation of the Seller to the Obligors, insurers or any other
person in connection with such Subsequent Receivables, Receivable Files, any
insurance policies or any agreement or instrument relating to any of them.


 


This Subsequent Transfer
Assignment is made pursuant to and upon the representations, warranties and
agreements on the part of the Seller contained in the Sale and Servicing
Agreement (including the Officer’s Certificate of the Seller accompanying this
Agreement) and is to be governed in all respects by the Sale and Servicing
Agreement. Capitalized terms used but not otherwise defined herein shall have
the meanings assigned to them in the Sale and Servicing Agreement.


 


IN WITNESS WHEREOF, the
undersigned has caused this Subsequent Transfer Assignment to be duly executed
as of
                                 ,
2009.


 


	
   

  	
  CNH CAPITAL RECEIVABLES
  LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


E-1

















 


SCHEDULE A


to Subsequent
Transfer Assignment


 


SCHEDULE OF SUBSEQUENT RECEIVABLES

[ATTACHED HERETO.]


 


E-2

















 


ANNEX A


to Subsequent
Transfer Assignment


 


OFFICER’S CERTIFICATE


 


I, the undersigned
officer of CNH Capital Receivables LLC. (the “Company”),
do hereby certify, pursuant to Section 2.2(b)(xv)
of the Sale and Servicing Agreement dated as of April 1, 2009 among the
Company, CNH Equipment Trust 2009-B and New Holland Credit Company, LLC (the “Agreement”), that (i) all of the
conditions precedent to the transfer to the Issuing Entity of the Subsequent
Receivables listed on Schedule A to the Subsequent Transfer Assignment
delivered herewith, and the other property and rights related to such
Subsequent Receivables as described in  Section 2.2(a) of the
Agreement, have been satisfied on or prior to the related Subsequent Transfer
Date and (ii) each statement of fact set forth in any Officer’s Certificate
executed by an officer of the Company in connection with an Opinion of Counsel
delivered on the Closing Date with respect to a transfer of, or a security
interest in, the Receivables shall be true and correct as of the date hereof
with respect to the Subsequent Receivables listed on the aforementioned
Schedule A.


 


Capitalized terms used
but not defined herein shall have the meanings assigned to such terms in the
Agreement.


 


IN WITNESS WHEREOF, the
undersigned has caused this certificate to be duly executed this
       day of
                     ,
2009.


 


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


EXHIBIT
F


to Sale and
Servicing Agreement


 


FORM OF ACCOUNTANTS’ LETTER IN CONNECTION

WITH THE SUBSEQUENT TRANSFER ASSIGNMENT PURSUANT TO

SECTION 2.2(b)(xiv) OF THE SALE AND SERVICING AGREEMENT


 


[Letterhead of [                    ]]


 


                          ,
200[ 
]           

CNH Capital Receivables LLC

6900 Veterans Boulevard

Burr Ridge, Illinois  60527


 


CNH Equipment Trust
2009-B

c/o Wilmington Trust Company


Rodney Square North,


1100 North Market Street,


Wilmington, Delaware
19890,


Attention: Corporate
Trust Administration


 


Wilmington Trust Company


Rodney Square North,


1100 North Market Street,


Wilmington, Delaware
19890,


Attention: Corporate
Trust Administration


 


The Bank of New York Mellon
Trust Company, N.A.

2 North LaSalle Street

Suite 1020

Chicago, Illinois 60602

Telephone:                                    (312) 827-8500


Facsimile:                                        (312) 827-8562


Attention:                                         Structured Finance-ABS


 


Dear Ladies and
Gentlemen:


 


This letter is issued at the request of CNH Capital
Receivables LLC (the “Seller”)
with respect to the sale of certain retail receivables (the “Subsequent Receivables”) to the CNH
Equipment Trust 2009-B (the “Trust”)
pursuant to the Sale and Servicing Agreement dated as of April 1, 2009
(the “Sale and Servicing Agreement”)
among the Trust, the Seller and New Holland Credit Company, LLC (the “Servicer”).  The sale of the Subsequent Receivables is
described in the prospectus dated April 29, 2009 and the prospectus
supplement dated May 5, 2009 (together, the “Prospectus”), which relates to the offering by the Trust of
1.35205% Class A-1 Asset Backed Notes, 2.40% Class A-2 Asset Backed
Notes, 2.97% Class A-3 Asset Backed Notes and  5.17% Class A-4 Asset Backed Notes  (collectively, the “Class A
Notes”).  Capitalized terms used herein and not
otherwise defined have the meaning described in the Prospectus or the Sale and


 


F-1

















 


Servicing Agreement, as applicable. In connection
therewith, we performed or have previously performed certain agreed upon
procedures as specified in the items below:


 


1.                                       As previously communicated in our letter
to the Seller, the Trust,
                                     ,
the Indenture Trustee and the Trustee dated
                 ,
             
relating to the sale of certain retail receivables (the “Initial Receivables”) and the offering of
the Notes [and the Certificates], we performed several procedures based on a
computer data file (the “Initial File”)
received from the Servicer, including the following:


 


a.                                       We read certain fields on the Initial
File to determine whether the data pertaining to the Initial Receivables
complied with the selection criteria as noted in our previous letter.


 


b.                                      Proved the arithmetic accuracy of the
Aggregate Contract Value and the related percentage of Initial Receivables
coded as representing construction equipment and the Total Aggregate Contract
Value of the Initial Receivables as shown on Schedule B.


 


c.                                       Proved the arithmetic accuracy of the
Weighted Average Original Term of the Initial Receivables as shown in Schedule
B.


 


2.                                       On
                         ,
          , we obtained a
computer data file (the “Subsequent File”)
produced by and represented by the Servicer to contain the list of the
Subsequent Receivables.  The Subsequent File was received directly
by [                        ] from
the Servicer.  By use of data retrieval software, we have performed the
following with respect to the information contained in the Subsequent File:


 


a.                                       We read certain fields on the Subsequent
File to determine whether the data relating to the Subsequent Receivables
complied with selection criteria 1, 2 and 4 as shown on Schedule A.  For
purposes of selection criteria 3, as shown on Schedule A, we read certain
fields from the Initial File and Subsequent File to aggregate the total
Contract Value for each account number for the purpose of determining the
Contract Value for each Obligor.  The total Contract Value for each
account number was then compared to the aggregate Contract Value to determine if
the selection criteria was achieved.


 


b.                                      Proved the arithmetic accuracy of the
Aggregate Contract Value and the related percentage of the Subsequent
Receivables coded as representing construction and  the Total Aggregate
Contract Value of the Subsequent Receivables as shown on Schedule B.


 


c.                                       Proved the arithmetic accuracy of the
Weighted Average Original Term of the Subsequent Receivables as shown in
Schedule B.


 


3.                                       We proved the arithmetic accuracy of the
columnar totals for Aggregate Contract Value of construction equipment and the
Total Aggregate Contract Value as shown on Schedule B.


 


F-2

















 


4.                                       We proved the arithmetic accuracy of the
percent of total column as shown in 1 on Schedule B by dividing the amount in
the Total Aggregate Contract Value of construction equipment column by the
amount in the Total Aggregate Contract Value column. We also proved the
arithmetic accuracy of the Weighted Average Original Term as shown in 2 on
Schedule B by summing the products of Total Aggregate Contract Value times
Weighted Average Original Term for the Initial Receivables and the Subsequent
Receivables and dividing the resulting sum by the columnar total of the Total
Aggregate Contract Value.


 


The foregoing procedures
do not constitute an audit conducted in accordance with generally accepted
auditing standards, and, therefore, we are unable to and do not express an
opinion on any individual balances or summaries of selected transactions
specifically set forth in this letter.  Also, these procedures would not
necessarily reveal matters of significance with respect to the findings
described herein. Accordingly, we make no representations regarding the
sufficiency of the foregoing procedures for your purposes or for questions of
legal interpretation.  Had we performed additional procedures, other
matters might have come to our attention that would have been reported to
you.  Further, we have addressed ourselves solely to the foregoing data in
the Sale and Servicing Agreement and the Prospectus and make no representations
regarding the adequacy of disclosure regarding whether any material facts have
been omitted.


 


This letter is solely for
the information of the addressees and is not to be used, circulated, quoted or
otherwise referred to for any other purpose including, but not limited to, the
purchase or sale of Notes, nor is it to be referred to in any document (other
than the Basic Documents, the Preliminary Prospectus and the Prospectus).  Furthermore, we undertake no responsibility
to update this letter for events and circumstances occurring after the date of
this letter.


 


Very
truly yours,


 


[                               ]


 


F-3

















 


SCHEDULE A


to Accountant’s
Letter


 


	
   

  	
   

  	
  Selection
  Criteria

  	
   

  	
  Results

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  No Subsequent
  Receivables were more than 90 days past due as of the applicable Subsequent
  Cutoff Date.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Each Subsequent
  Receivable has a Statistical Contract Value as of the Subsequent Cutoff Date
  that (when combined with the Statistical Contract Value of any other
  Receivables with the same or an affiliated Obligor) does not exceed 1% of the
  aggregate Contract Value of all Receivables.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Each Subsequent
  Receivable has a remaining term  to maturity (i.e., the period from but
  excluding the applicable Subsequent Cutoff Date to and including the
  Receivables’ maturity date) of not more than 72 months.

  	
   

  	
   

  



 


F-4
















 


SCHEDULE B


to Accountant’s
Letter


 


1.                                            Percentage of principal balance of the
Receivables that represents construction equipment:


 


	
   

  	
   

  	
  Aggregate

  Contract Value

  of

  Construction

  Equipment

  	
   

  	
  Total Aggregate

  Contract Value

  	
   

  	
  Construction

  Equipment

  Percent of Total

  	
   

  
	
  Initial
  Receivables

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  
	
  Subsequent
  Receivables

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  
	
  Total
  Receivables

  	
   

  	
  $

  	
   

  	
  $

  	
   

  	
   

  	
  %

  



 


2.                                            Weighted Average Original Term of the
Receivables in the Trust.


 


	
   

  	
   

  	
  Total Aggregate

  Contract Value

  	
   

  	
  Weighted

  Average Original

  Term

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Initial Receivables

  	
   

  	
  $

  	
   

  	
  months

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsequent
  Receivables

  	
   

  	
  $

  	
   

  	
  months

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Receivables

  	
   

  	
  $

  	
   

  	
  months

  	
   

  



 


As noted above, the
Weighted Average Original Term does not exceed 60 months as required by the
Sale and Servicing Agreement.


 


F-5

















 


EXHIBIT
G


to Sale and
Servicing Agreement


 


[Reserved]


 


G-1

















 


EXHIBIT
H


 


Minimum Servicing Criteria to be Addressed in

Assessment of Compliance Statement


 


The assessment of
compliance to be delivered by the Indenture Trustee shall address, at a
minimum, the criteria identified as below as “Applicable Servicing Criteria”:


 


	
  Reg AB
  Reference

  	
   

  	
  Servicing Criteria

  	
   

  	
  Applicable Servicing Criteria

  
	
   

  	
   

  	
  General
  Servicing Considerations

  	
   

  	
   

  
	
  1122(d)(1)(i)

  	
   

  	
  Policies
  and procedures are instituted to monitor any performance or other triggers
  and events of default in accordance with the transaction agreements.

  	
   

  	
  N/A

  
	
  1122(d)(1)(ii)

  	
   

  	
  If any material servicing
  activities are outsourced to third parties, policies and procedures are
  instituted to monitor the third party’s performance and compliance with such
  servicing activities.

  	
   

  	
  N/A

  
	
  1122(d)(1)(iii)

  	
   

  	
  Any requirements in the
  transaction agreements to maintain a back-up servicer for the Pool Assets are
  maintained.

  	
   

  	
  N/A

  
	
  1122(d)(1)(iv)

  	
   

  	
  A fidelity bond and errors
  and omissions policy is in effect on the party participating in the servicing
  function throughout the reporting period in the amount of coverage required
  by and otherwise in accordance with the terms of the transaction agreements.

  	
   

  	
  N/A

  
	
   

  	
   

  	
  Cash
  Collection and Administration

  	
   

  	
   

  
	
  1122(d)(2)(i)

  	
   

  	
  Payments on pool assets are
  deposited into the appropriate custodial bank accounts and related bank
  clearing accounts no more than two business days following receipt, or such
  other number of days specified in the transaction agreements.

  	
   

  	
  X

  
	
  1122(d)(2)(ii)

  	
   

  	
  Disbursements made via wire
  transfer on behalf of an obligor or to an investor are made only by
  authorized personnel.

  	
   

  	
  X

  
	
  1122(d)(2)(iii)

  	
   

  	
  Advances of funds or guarantees
  regarding collections, cash flows or distributions, and any interest or other
  fees charged for such advances, are made, reviewed and approved as specified
  in the transaction agreements.

  	
   

  	
  N/A

  
	
  1122(d)(2)(iv)

  	
   

  	
  The related accounts for
  the transaction, such as cash reserve accounts or accounts established as a
  form of over collateralization, are separately maintained (e.g., with respect
  to commingling of cash) as set forth in the transaction agreements.

  	
   

  	
  X

  
	
  1122(d)(2)(v)

  	
   

  	
  Each custodial account is
  maintained at a federally insured depository institution as set forth in the
  transaction agreements. For purposes of this criterion, “federally insured
  depository institution” with respect to a foreign financial institution means
  a foreign financial institution that meets the requirements of
  Rule 13k-1(b)(1) of the Securities Exchange Act.

  	
   

  	
  X

  
	
  1122(d)(2)(vi)

  	
   

  	
  Unissued checks are
  safeguarded so as to prevent unauthorized access.

  	
   

  	
  N/A

  
	
  1122(d)(2)(vii)

  	
   

  	
  Reconciliations are
  prepared on a monthly basis for all asset-backed securities related bank
  accounts, including custodial accounts and related bank clearing accounts.
  These reconciliations are (A) mathematically accurate; (B) prepared
  within 30 

  	
   

  	
  N/A

  



 


H-1

















 


	
  Reg AB
  Reference

  	
   

  	
  Servicing Criteria

  	
   

  	
  Applicable Servicing Criteria

  
	
   

  	
   

  	
  calendar
  days after the bank statement cutoff date, or such other number of days
  specified in the transaction agreements; (C) reviewed and approved by
  someone other than the person who prepared the reconciliation; and
  (D) contain explanations for reconciling items. These reconciling items
  are resolved within 90 calendar days of their original identification, or
  such other number of days specified in the transaction agreements.

  	
   

  	
   

  
	
   

  	
   

  	
  Investor
  Remittances and Reporting

  	
   

  	
   

  
	
  1122(d)(3)(i)

  	
   

  	
  Reports to investors,
  including those to be filed with the Commission, are maintained in accordance
  with the transaction agreements and applicable Commission requirements.
  Specifically, such reports (A) are prepared in accordance with
  timeframes and other terms set forth in the transaction agreements;
  (B) provide information calculated in accordance with the terms
  specified in the transaction agreements; (C) are filed with the
  Commission as required by its rules and regulations; and (D) agree
  with investors’ or the trustee’s records as to the total unpaid principal
  balance and number of Pool Assets serviced by the Servicer.

  	
   

  	
  N/A

  
	
  1122(d)(3)(ii)

  	
   

  	
  Amounts due to investors
  are allocated and remitted in accordance with timeframes, distribution
  priority and other terms set forth in the transaction agreements.

  	
   

  	
  X
  (solely with respect to remittances)

  
	
  1122(d)(3)(iii)

  	
   

  	
  Disbursements made to an
  investor are posted within two business days to the Servicer’s investor
  records, or such other number of days specified in the transaction
  agreements.

  	
   

  	
  X

  
	
  1122(d)(3)(iv)

  	
   

  	
  Amounts remitted to
  investors per the investor reports agree with cancelled checks, or other form
  of payment, or custodial bank statements.

  	
   

  	
  X

  
	
   

  	
   

  	
  Pool
  Asset Administration

  	
   

  	
   

  
	
  1122(d)(4)(i)

  	
   

  	
  Collateral or security on
  pool assets is maintained as required by the transaction agreements or
  related pool asset documents.

  	
   

  	
  N/A

  
	
  1122(d)(4)(ii)

  	
   

  	
  Pool assets and related
  documents are safeguarded as required by the transaction agreements.

  	
   

  	
  N/A

  
	
  1122(d)(4)(iii)

  	
   

  	
  Any additions, removals or
  substitutions to the asset pool are made, reviewed and approved in accordance
  with any conditions or requirements in the transaction agreements.

  	
   

  	
  N/A

  
	
  1122(d)(4)(iv)

  	
   

  	
  Payments on pool assets,
  including any payoffs, made in accordance with the related pool asset
  documents are posted to the Servicer’s obligor records maintained no more
  than two business days after receipt, or such other number of days specified
  in the transaction agreements, and allocated to principal, interest or other
  items (e.g., escrow) in accordance with the related pool asset documents.

  	
   

  	
  N/A

  
	
  1122(d)(4)(v)

  	
   

  	
  The Servicer’s records
  regarding the pool assets agree with the Servicer’s records with respect to
  an obligor’s unpaid principal balance.

  	
   

  	
  N/A

  
	
  1122(d)(4)(vi)

  	
   

  	
  Changes with respect to the
  terms or status of an obligor’s pool assets (e.g., loan modifications or
  re-agings) are made, reviewed and approved by authorized personnel in
  accordance with the transaction agreements and related pool asset 

  	
   

  	
  N/A

  



 


H-2

















 


	
  Reg AB
  Reference

  	
   

  	
  Servicing Criteria

  	
   

  	
  Applicable Servicing Criteria

  
	
   

  	
   

  	
  documents.

  	
   

  	
   

  
	
  1122(d)(4)(vii)

  	
   

  	
  Loss mitigation or recovery
  actions (e.g., forbearance plans, modifications and deeds in lieu of
  foreclosure, foreclosures and repossessions, as applicable) are initiated,
  conducted and concluded in accordance with the timeframes or other
  requirements established by the transaction agreements.

  	
   

  	
  N/A

  
	
  1122(d)(4)(viii)

  	
   

  	
  Records documenting
  collection efforts are maintained during the period a pool asset is
  delinquent in accordance with the transaction agreements. Such records are
  maintained on at least a monthly basis, or such other period specified in the
  transaction agreements, and describe the entity’s activities in monitoring
  delinquent pool assets including, for example, phone calls, letters and
  payment rescheduling plans in cases where delinquency is deemed temporary
  (e.g., illness or unemployment).

  	
   

  	
  N/A

  
	
  1122(d)(4)(ix)

  	
   

  	
  Adjustments to interest
  rates or rates of return for pool assets with variable rates are computed
  based on the related pool asset documents.

  	
   

  	
  N/A

  
	
  1122(d)(4)(x)

  	
   

  	
  Regarding any funds held in
  trust for an obligor (such as escrow accounts): (A) such funds are
  analyzed, in accordance with the obligor’s pool asset documents, on at least
  an annual basis, or such other period specified in the transaction
  agreements; (B) interest on such funds is paid, or credited, to obligors
  in accordance with applicable pool asset documents and state laws; and
  (C) such funds are returned to the obligor within 30 calendar days of
  full repayment of the related pool assets, or such other number of days
  specified in the transaction agreements.

  	
   

  	
  N/A

  
	
  1122(d)(4)(xi)

  	
   

  	
  Payments made on behalf of
  an obligor (such as tax or insurance payments) are made on or before the
  related penalty or expiration dates, as indicated on the appropriate bills or
  notices for such payments, provided that such support has been received by
  the servicer at least 30 calendar days prior to these dates, or such other
  number of days specified in the transaction agreements.

  	
   

  	
  N/A

  
	
  1122(d)(4)(xii)

  	
   

  	
  Any late payment penalties
  in connection with any payment to be made on behalf of an obligor are paid
  from the Servicer’s funds and not charged to the obligor, unless the late
  payment was due to the obligor’s error or omission.

  	
   

  	
  N/A

  
	
  1122(d)(4)(xiii)

  	
   

  	
  Disbursements made on
  behalf of an obligor are posted within two business days to the obligor’s
  records maintained by the servicer, or such other number of days specified in
  the transaction agreements.

  	
   

  	
  N/A

  
	
  1122(d)(4)(xiv)

  	
   

  	
  Delinquencies, charge-offs
  and uncollectible accounts are recognized and recorded in accordance with the
  transaction agreements.

  	
   

  	
  N/A

  
	
  1122(d)(4)(xv)

  	
   

  	
  Any external enhancement or
  other support, identified in Item 1114(a)(1) through (3) or Item
  1115 of Regulation AB, is maintained as set forth in the transaction
  agreements.

  	
   

  	
  N/A

  



 


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EXHIBIT
I


FORM OF INDENTURE TRUSTEE’S ANNUAL CERTIFICATION


 


Re:          CNH Equipment Trust 2009-B


 


The Bank of New York
Mellon Trust Company, N.A., not in its individual capacity but solely as
indenture trustee (the “Indenture Trustee”), certifies to CNH Capital
Receivables LLC (the “Seller”), and its officers, with the knowledge and
intent that they will rely upon this certification, that:


 


(1)           It has reviewed the report on
assessment of the Indenture Trustee’s compliance provided in accordance with Rules 13a-18
and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”),
and the registered public accounting firm’s attestation report provided in
accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of
Regulation AB (the “Attestation Report”) that were delivered by the
Indenture Trustee to the Seller pursuant to the Sale and Servicing Agreement
(the “Agreement”), dated as of April 1, 2009, by and between New
Holland Credit Company, LLC, the Seller and CNH Equipment Trust 2009-B
(collectively, the “Indenture Trustee Information”);


 


(2)           To the best of its knowledge, the
Indenture Trustee Information, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in the light of the circumstances under which such
statements were made, not misleading with respect to the period of time covered
by the Indenture Trustee Information; and


 


(3)           To the best of its knowledge, all of
the Indenture Trustee Information required to be provided by the Indenture
Trustee under the Agreement has been provided to the Seller.


 


 


THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., 

not in its individual capacity but solely as Indenture Trustee


 


Date:


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


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EXHIBIT
J


 


CERTIFICATION OF THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


 


[To be attached]


 


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Schedule P


 


1.             General.  The Sale and Servicing Agreement
creates, or with respect to the Receivables that are Subsequent Receivables
upon the transfer of such Subsequent Receivables pursuant to the Subsequent
Transfer Assignment will create, a valid and continuing security interest (as
defined in the applicable UCC) in all of CNHCR’s right, title and interest in,
to and under (i) the Receivables, (ii) the security interests in the
Financed Equipment granted by Obligors pursuant to the Receivables (iii) the
Purchase Agreement and (iv) the Liquidity Receivables Purchase Agreement
(only with respect to Owned Contracts included in the Receivables) in favor of
the Issuing Entity, which, (a) is enforceable upon execution of the Sale
and Servicing Agreement against creditors of and purchasers from CNHCR, as such
enforceability may be limited by applicable Debtor Relief Laws, now or
hereafter in effect, and by general principles of equity (whether considered in
a suit at law or in equity), and (b) upon filing of the financing
statements described in  clause 4  below will be prior to all other Liens (other
than Liens permitted pursuant to  clause 5  below).


 


2.             Characterization.  The Receivables
constitute “tangible chattel paper” within the meaning of UCC Section 9-102. 
The rights granted under the agreements described in clause 1 (ii)  and (iii) constitute
“general intangibles” within the meaning of UCC Section 9-102.  CNHCR
has taken all steps necessary to perfect its security interest in the property
securing the Receivables within 10 days of the Closing Date.


 


3.             Creation.  Immediately prior to the
conveyance of the Receivables pursuant to the Sale and Servicing Agreement,
CNCHR owns and has good and marketable title to, or has a valid security
interest in, the Receivables free and clear of any Lien, claim or encumbrance
of any Person.


 


4.             Perfection.  CNHCR has caused or will have
caused, within ten days of the Closing Date, the filing of all appropriate
financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest
granted to the Issuing Entity under the Sale and Servicing Agreement in the
Receivables.  With respect to the Receivables that constitute tangible
chattel paper, the Servicer or a Subservicer, as custodian, received possession
of such original tangible chattel paper and the Issuing Entity has received a
written acknowledgment (which is contained in the Sale and Servicing Agreement)
from such custodian that it is acting solely as agent of the Issuing Entity and
the Indenture Trustee.  All financing statements filed under this clause 4 contain a statement that “A
purchase of or security interest in any collateral described in this financing
statement will violate the rights of the Secured Party”.


 


5.             Priority.  Other than the security interests
granted to the Issuing Entity pursuant to the Sale and Servicing Agreement and
the security interests granted under documents relating to the Liquidity
Receivables Purchase Agreement, which have been released, and any other
security interest which has been released or terminated, CNHCR has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of
the Receivables.  CNHCR has not
authorized the filing of and is not aware of any financing statements against
CNHCR that include a description of collateral covering the Receivables other
than any financing statement (i) relating to the security interests
granted to the Issuing Entity under the Sale and Servicing Agreement and


 


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the security interests
granted in connection with the documents relating to the Liquidity Receivables
Purchase Agreement and the Prior Securitization, each of which have been
released, (ii) that has been terminated or has released the Receivables
from such security interest, or (iii) that has been granted pursuant to
the terms of the Basic Documents.  None of the tangible chattel paper that
constitutes or evidences the Receivables has any marks or notations indicating
that they have pledged, assigned or otherwise conveyed to any Person other than
the Indenture Trustee.  CNHCR is not aware of any judgment, ERISA or tax
lien filings against it.


 


6.             Survival of Perfection Representations. 
Notwithstanding any other provision of the Sale and Servicing Agreement or any
other Basic Document, the Perfection Representations contained in this Schedule
P shall be continuing, and remain in full force and effect (other than with
respect to Reacquired Receivables).


 


7.             No Waiver.  The parties to the Sale and
Servicing Agreement: (i) shall not, without obtaining a confirmation of
the then-current rating of the Notes, waive a material breach of any of the
representations and warranties in this Schedule P (the “Perfection
Representations”); (ii) shall provide the Ratings Agencies with prompt
written notice of any material breach of the Perfection Representations, and
shall not, without obtaining a confirmation of the then-current rating of the
Notes (as determined after any adjustment or withdrawal of the ratings
following notice of such breach) waive a material breach of any of the
Perfection Representations.


 


8.             Servicer to Maintain Perfection and Priority. 
The Servicer covenants that, in order to evidence the interests of CNHCR and
Issuing Entity under this Agreement, Servicer shall take such action, or
execute and deliver such instruments as may be necessary or advisable
(including, without limitation, such actions as are requested by Issuing
Entity) to maintain and perfect, as a first priority interest, Issuing Entity’s
security interest in the Receivables.  Servicer shall, from time to time
and within the time limits established by law, prepare and present to Issuing
Entity for Issuing Entity to authorize the Servicer to file all financing
statements, amendments, continuations, financing statements in lieu of a
continuation statement, terminations, partial terminations, releases or partial
releases, or any other filings necessary or advisable to continue, maintain and
perfect the Issuing Entity’s security interest in the Receivables as a
first-priority interest (each a “Filing”). 
Issuing Entity shall promptly authorize in writing Servicer to, and
Servicer shall, effect such Filing under the Uniform Commercial Code without
the signature of CNHCR or Issuing Entity where allowed by applicable law.


 


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