Exhibit 4.4


 


CNH EQUIPMENT TRUST 2009-B

PURCHASE AGREEMENT




between




CNH CAPITAL AMERICA LLC




and




CNH CAPITAL RECEIVABLES LLC




 


Dated as of April 1, 2009



















 


TABLE OF CONTENTS


 


	
  ARTICLE
  I CERTAIN DEFINITIONS

  	
  1

  
	
   

  	
   

  
	
  Section 1.1.

  	
  Definitions

  	
  1

  
	
  Section 1.2.

  	
  Other
  Definitional Provisions

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  II CONVEYANCE OF RECEIVABLES 

  	
  2

  
	
   

  	
   

  
	
  Section 2.1.

  	
  Conveyance
  of Purchased Contracts

  	
  2

  
	
  Section 2.2.

  	
  Conveyance
  of Subsequent CNHCA Receivables

  	
  3

  
	
  Section 2.3.

  	
  Intention
  of the Parties

  	
  4

  
	
  Section 2.4.

  	
  The
  Closing

  	
  4

  
	
  Section 2.5.

  	
  Payment of the Purchase
  Price

  	
  5

  
	
  Section 2.6.

  	
  Cross-Collateralization

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III REPRESENTATIONS AND WARRANTIES 

  	
  5

  
	
   

  	
   

  
	
  Section 3.1.

  	
  Representations
  and Warranties of CNHCR

  	
  5

  
	
  Section 3.2.

  	
  Representations
  and Warranties of CNHCA

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV CONDITIONS 

  	
  12

  
	
   

  	
   

  
	
  Section 4.1.

  	
  Conditions to Obligation
  of CNHCR

  	
  12

  
	
  Section 4.2.

  	
  Conditions
  to Obligation of CNHCA

  	
  14

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  V COVENANTS OF CNHCA

  	
  14

  
	
   

  	
   

  
	
  Section 5.1.

  	
  Protection of Right,
  Title and Interest

  	
  14

  
	
  Section 5.2.

  	
  Other
  Liens or Interests

  	
  15

  
	
  Section 5.3.

  	
  Jurisdiction
  of Organization

  	
  15

  
	
  Section 5.4.

  	
  Costs
  and Expenses

  	
  15

  
	
  Section 5.5.

  	
  Indemnification

  	
  15

  
	
  Section 5.6.

  	
  Transfer
  of Subsequent CNHCA Receivables

  	
  16

  
	
  Section 5.7.

  	
  Cross-Collateralization

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI MISCELLANEOUS PROVISIONS

  	
  16

  
	
   

  	
   

  
	
  Section 6.1.

  	
  Obligations
  of CNHCA

  	
  16

  
	
  Section 6.2.

  	
  Repurchase
  Events

  	
  16

  
	
  Section 6.3.

  	
  CNHCR
  Assignment of Repurchased Receivables

  	
  16

  
	
  Section 6.4.

  	
  Trust

  	
  17

  
	
  Section 6.5.

  	
  Amendment

  	
  17

  
	
  Section 6.6.

  	
  Accountants’
  Letters

  	
  18

  
	
  Section 6.7.

  	
  Waivers

  	
  18

  
	
  Section 6.8.

  	
  Notices

  	
  18

  
	
  Section 6.9.

  	
  Costs
  and Expenses

  	
  18

  
	
  Section 6.10.

  	
  Representations
  of CNHCA and CNHCR

  	
  18

  
	
  Section 6.11.

  	
  Confidential
  Information

  	
  19

  
	
  Section 6.12.

  	
  Headings
  and Cross-References

  	
  19

  
	
  Section 6.13.

  	
  Governing
  Law

  	
  19

  
	
  Section 6.14.

  	
  Counterparts

  	
  19

  



 


i

















 


	
  Section 6.15.

  	
  Severability

  	
  19

  
	
  Section 6.16.

  	
  Information
  Requests

  	
  19

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of CNHCA
  Assignment

  	
   

  
	
  EXHIBIT B

  	
  Form of CNHCA
  Subsequent Transfer Assignment

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE P

  	
  Perfection
  Representation and Warranties

  	
   

  



 


ii

















 


PURCHASE AGREEMENT (as
amended or supplemented from time to time, this “Agreement”) dated as of April 1,
2009, between CNH CAPITAL AMERICA LLC, a Delaware limited liability company (“CNHCA”),
and CNH CAPITAL RECEIVABLES LLC, a Delaware limited liability company (“CNHCR”).


 


RECITALS


 


WHEREAS, in the
regular course of its business, CNHCA purchases, directly and indirectly, from
CIT Bank, equipment dealers and brokers, and directly originates, Contracts;
and


 


WHEREAS, CNHCA and
CNHCR wish to set forth the terms pursuant to which:  (1) Contracts having an aggregate
Contract Value of approximately $274,867,905.03 and identified on Schedule A
to the CNHCA Assignment (the “Purchased Contracts”) as of the Initial Cutoff
Date are to be sold by CNHCA to CNHCR on the date hereof and (2) certain
Subsequent CNHCA Receivables are to be sold by CNHCA to CNHCR from time to time
on each Subsequent Transfer Date; and


 


WHEREAS, CNHCR, as of
the Initial Cutoff Date, owned Contracts previously purchased from CNHCA
pursuant to an Amended and Restated Receivables Purchase Agreement dated as of December 15,
2000 (as amended from time to time, the “Liquidity Receivables Purchase
Agreement”) between CNHCA and CNHCR, having an aggregate Contract Value of
approximately $757,091,246.75 and identified on Schedule A to the
Assignment (the “Owned Contracts”, and together with the Purchased Contracts,
the “Initial Receivables”); and


 


WHEREAS, the Initial
Receivables and the Subsequent CNHCA Receivables will be transferred by CNHCR,
pursuant to the Sale and Servicing Agreement, to CNH Equipment Trust 2009-B
(the “Trust”), which Trust will issue Certificates representing non-assessable,
fully paid, undivided beneficial interests in, and Notes collateralized by, the
Receivables and the other property of the Trust; and


 


WHEREAS, CNHCA and
CNHCR wish to set forth herein certain representations, warranties, covenants
and indemnities of CNHCA with respect to the Receivables for the benefit of
CNHCR, the Trust, the Noteholders and the Certificateholders.


 


NOW,
THEREFORE, in consideration of the foregoing, other good and
valuable consideration and the mutual terms and covenants contained herein the
parties hereto agree as follows:


 


ARTICLE I


 


CERTAIN 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
CNH Equipment Trust 2009-B and The Bank of New York Mellon Trust Company, N.A.,
as Indenture Trustee.


 

















 


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,”.


 


(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


 


Section
2.1.                                                                Conveyance
of Purchased Contracts.  In
consideration of CNHCR’s payment of $274,867,905.03 (the “Initial Purchase
Price”) in the manner set out in Section 2.5(a), and the other
consideration (including the terms and covenants) contained herein, CNHCA does
hereby sell, transfer, assign, set over and otherwise convey to CNHCR, without
recourse (subject to the obligations herein), all of its right, title, interest
in, to and under (collectively, the “Initial CNHCA Assets”):


 


2

















 


(i)                                     the Purchased Contracts and the Owned
Contracts, 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 Purchased Contracts and the Owned
Contracts and any other interest of CNHCA in such Financed Equipment;


 


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


 


(iv)                              any proceeds from recourse to Dealers
with respect to the Purchased Contracts and the Owned Contracts;


 


(v)                                 any Financed Equipment that shall have
secured the Purchased Contracts and the Owned Contracts and that shall have
been acquired by or on behalf of CNHCR; and


 


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


 


Insofar as the grant above
relates to Owned Contracts and related property, it is made for administrative
convenience and is not intended to derogate from the prior conveyance of the
Owned Contracts and related property pursuant to the Liquidity Receivables
Purchase Agreement.


 


Section
2.2.                                                                Conveyance
of Subsequent CNHCA Receivables.  Subject to
the conditions set forth in Section 4.1(b), in consideration of CNHCR’s
delivery on the related Subsequent Transfer Date to or upon the order of CNHCA
of the related Subsequent Purchase Price pursuant to Section 2.5, CNHCA
does hereby sell, transfer, assign, set over and otherwise convey to CNHCR,
without recourse (subject to the obligations herein), all of its right, title,
interest in, to and under (collectively, the “Subsequent CNHCA Assets”; and
together with the Initial CNHCA Assets, the “Assets”):


 


(i)                                     the Subsequent CNHCA Receivables listed
on Schedule A to the related CNHCA 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 CNHCA Receivables and
any other interest of CNHCA in such Financed Equipment;


 


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


 


3

















 


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


 


(v)                                 any Financed Equipment that shall have
secured any such Subsequent CNHCA Receivable and that shall have been acquired
by or on behalf of CNHCR; and


 


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


 


Section
2.3.                                                                Intention
of the Parties.  The parties to this Agreement intend that the
transactions contemplated hereby shall be, and shall be treated as, a purchase
by CNHCR and a sale by CNHCA of the Purchased Contracts and the Subsequent
CNHCA Receivables and not as a lending transaction, such that in the event of a
filing of a petition for relief by or against CNHCA under the Bankruptcy Code, (i) such
Purchased Contracts and Subsequent CNHCA Receivables would not be property of
CNHCA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the
bankruptcy court would not compel the turnover of such Purchased Contracts and
Subsequent CNHCA Receivables or collections thereon by CNHCR to CNHCA under Section 542
of the Bankruptcy Code, and (iii) the bankruptcy court would determine
that payments on such Purchased Contracts and Subsequent CNHCA Receivables not
in the possession of CNHCA would not be subject to the automatic stay
provisions of Section 362(a) of the Bankruptcy Code imposed upon the
commencement of CNHCA’s bankruptcy case. 
The foregoing sale, assignment, transfer and conveyance does not
constitute, and is not intended to result in a creation or assumption by CNHCR
of, any obligation or liability with respect to any Purchased Contract or any
Subsequent CNHCA Receivables, nor shall CNHCR be obligated to perform or
otherwise be responsible for any obligation of CNHCA or any other Person in
connection with the Purchased Contracts or the Subsequent CNHCA Receivables or
under any agreement or instrument relating thereto, including any contract or
any other obligation to any Obligor.  If
(but only to the extent that) the transfer of the Assets hereunder is
characterized by a court or other governmental authority as a loan rather than
a sale, CNHCA shall be deemed hereunder to have granted to CNHCR a security
interest in all of CNHCA’s right, title and interest in and to the Assets.  Such security interest shall secure all of
CNHCA’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.  CNHCR 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 CNHCR 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.


 


Section
2.4.                                                                The
Closing.  The sale and purchase of the Purchased
Contracts shall take place at a closing at the offices of Greenberg Traurig,
LLP, 77 West Wacker Drive, Chicago, Illinois 
60601 on the Closing Date, simultaneously with the closings under:  (a) the Sale and Servicing Agreement, (b) the
Trust Agreement, (c) the Administration Agreement and (d) the
Indenture.


 


Section 2.5.                                                                Payment of the Purchase
Price.


 


4

















 


(a)                                  Purchased Contracts. 
The Initial Purchase Price is payable as follows:  (i) partially in cash in an amount of
$243,908,905.03 on the Closing Date; and (ii) through the transfer of the
$30,959,000 of Class B Notes to the Originator on the Closing Date.


 


(b)                                 Subsequent CNHCA
Receivables.  As consideration for the conveyance of
Subsequent CNHCA Receivables pursuant to Section 2.2, CNHCR shall
pay or cause to be paid to CNHCA on each Subsequent Transfer Date an amount (a “Subsequent
Purchase Price”) equal to the aggregate Contract Value of the Subsequent CNHCA
Receivables as of the related Subsequent Cutoff Date, plus any premium or minus
any discount agreed upon by CNHCA and CNHCR. 
Any Subsequent Purchase Price shall be payable as follows:  (i) cash in the amount released to CNHCR
in respect of the Subsequent CNHCA Receivables from the Pre-Funding Account
pursuant to Section 5.8(a) of the Sale and Servicing Agreement shall
be paid to CNHCA on the related Subsequent Transfer Date; and (ii) the
balance shall be paid in cash as and when amounts are released to, or otherwise
realized by, CNHCR from the Spread Account, the Negative Carry Account, and the
Principal Supplement Account in accordance with the Sale and Servicing
Agreement, or otherwise are available for such purpose.


 


Section
2.6.                                                                Cross-Collateralization. 
To the extent CNHCA retains any interest in any item of Financed
Equipment securing the repayment of any Receivable, as a result of the related
Obligor agreeing to cross-collateralize all obligations owed by such Obligor to
CNHCA or otherwise, CNHCA acknowledges and agrees that its interest in the
Financed Equipment shall be expressly subordinate and junior in priority to the
repayment of all amounts outstanding under such Receivable prior to becoming
available to pay any amount outstanding under any other obligation owed by such
Obligor to CNHCA.  CNHCA hereby
represents, warrants and covenants that NH Credit has not retained, and will
not retain, any interest in any item of Financed Equipment securing the
repayment of any Receivable, whether as a result of the related Obligor
agreeing to cross-collateralize obligations or otherwise.


 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES


 


Section
3.1.                                                                Representations
and Warranties of CNHCR.  CNHCR hereby
represents and warrants to CNHCA as of the date hereof and as of the Closing
Date:


 


(a)                                  Organization and Good
Standing.  CNHCR has been duly organized and is 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, and had at all relevant times, and has, the power and
authority to acquire, own and sell the Receivables.


 


(b)                                 Due Qualification. 
CNHCR 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 (i) the Trust Estate, (ii) CNHCR’s
performance of its obligations under the Basic Documents to which it is a
party, (iii)


 


5

















 


the business or condition
(financial or otherwise) of CNHCR or (iv) the validity or enforceability
of any Receivable.


 


(c)                                  Power and Authority. 
CNHCR 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 CNHCR by all necessary limited liability
company action.


 


(d)                                 Binding Obligation. 
This Agreement constitutes a legal, valid and binding obligation of
CNHCR enforceable against CNHCR in accordance with its 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 CNHCR, or any indenture, agreement or other
instrument to which CNHCR is a party or by which it is 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 Sale
and Servicing Agreement and the Indenture); or violate any law or, to the best
of CNHCR’s knowledge, any order, rule or regulation applicable to CNHCR of
any court or of any federal or state regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over CNHCR or its
properties.


 


(f)                                    No Proceedings. 
As of the date of the Underwriting Agreement, the Preliminary Prospectus
Date, Prospectus Date and the Closing Date, there are no proceedings or
investigations pending or, to CNHCR’s knowledge, threatened against CNHCR,
before any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality having jurisdiction over CNHCR 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 CNHCR of its obligations under, or the validity or enforceability
of, this Agreement or otherwise be material to the Noteholders, except as
otherwise may be described in the Preliminary Prospectus or the Prospectus.


 


Section
3.2.                                                                Representations
and Warranties of CNHCA.  (a) CNHCA
hereby represents and warrants to CNHCR as of the date hereof and as of the
Closing Date:


 


(i)                                     Organization and Good
Standing.  CNHCA has been duly organized and is 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, and had at all relevant times, and has, the power and
authority to acquire, own and sell the Receivables.


 


(ii)                                  Due Qualification. 
CNHCA 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


 


6

















 


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) CNHCA’s performance of its obligations under the Basic
Documents to which it is a party, (c) the business or condition (financial
or otherwise) of CNHCA or (d) the validity or enforceability of any
Receivable.


 


(iii)                               Power and Authority. 
CNHCA has the power and authority to execute and deliver this Agreement
and to carry out its terms; CNHCA has full power and authority to sell and
assign the property to be sold and assigned to CNHCR hereby and has duly
authorized such sale and assignment to CNHCR 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 CNHCA Subsequent
Transfer Assignment have been or will be on or before the related Subsequent
Transfer Date, duly authorized by CNHCA by all necessary limited liability
company action.


 


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


 


(v)                                 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, by-laws or
limited liability company agreement of CNHCA, or any indenture, agreement or
other instrument to which CNHCA is a party or by which it is 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 CNHCA’s knowledge, any
order, rule or regulation applicable to CNHCA of any court or of any
federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over CNHCA or its properties.


 


(vi)                              No Proceedings. 
There are no proceedings or investigations pending or, to CNHCA’s best
knowledge, threatened, before any court, regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over CNHCA or its
properties:  (A) asserting the
invalidity of this Agreement, (B) seeking to prevent the consummation of
any of the transactions contemplated by this Agreement, or (C) seeking any
determination or ruling that could reasonably be expected to materially and
adversely affect the performance by CNHCA of its obligations under, or the
validity or enforceability of, this Agreement. 
As of the date of the Underwriting Agreement, Preliminary Prospectus
Date, Prospectus Date and the Closing Date, there are no legal proceedings
pending against CNHCA, or of which any property of CNHCA is subject, that are
material to the Noteholders, and no such legal proceedings are known to CNHCA
to be contemplated by any governmental authority.


 


(b)                                 CNHCA makes the following representations
and warranties as to the Receivables on which CNHCR relies in accepting the
Initial Receivables and the Subsequent CNHCA Receivables and in transferring
the Receivables to the Trust.  Such
representations and


 


7

















 


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 CNHCA
Receivables, but shall survive the sale, transfer and assignment of the
Receivables to CNHCR and the subsequent assignment and transfer of such
Receivables to the Trust pursuant to the Sale and Servicing Agreement and the
Grant to the Indenture Trustee pursuant to the Indenture:


 


(i)                                     Characteristics of
Receivables.  Each Receivable is a Retail Installment
Contract and:  (A) (1) (i) was
originated in the United States of America by a Dealer in connection with the
retail sale of Financed Equipment in the ordinary course of such Dealer’s
business, and (ii) was purchased by CNHCA from a Dealer and validly
assigned by such Dealer to CNHCA in accordance with its terms, except that some
of the Receivables were purchased by NH Credit from Dealers (after being
originated as provided above), securitized in a previous CNH Equipment Trust
and purchased by CNHCA through the exercise of a clean-up call relating to that
previous securitization, (2) was originated in the United States of
America by CNHCA in connection with the financing or refinancing, as
applicable, of Financed Equipment in the ordinary course of CNHCA’s business or
(3) (i) was originated in the United States of America in connection
with the financing of Financed Equipment in the ordinary course of a Dealer’s
business, through a program in which CIT Bank funds installment loans to consumers
to enable the consumers to purchase products distributed by such Dealer, and (ii) was
purchased by CNHCA from CIT Bank and validly assigned by CIT Bank to CNH in
accordance with its terms, and in the case of the foregoing clauses (1), (2) and
(3), was fully and properly executed by the parties thereto, (B) has
created a valid, subsisting and enforceable first priority security interest in
the Financed Equipment in favor of CNHCA except to the extent that such
security interest has been assigned by CNHCA to CNHCR, by CNHCR to the Issuing
Entity and by the Issuing Entity to the Indenture Trustee, (C) contains
customary and enforceable provisions such that the rights and remedies of the
holder thereof are adequate for realization against the collateral of the
benefits of the security, and (D) provides for fixed payments on a
periodic basis that fully amortize the Amount Financed by maturity and yield
interest at the Annual Percentage Rate.


 


(ii)                                  Schedule of
Receivables; No Adverse Selection of Receivables; Accuracy of Computer Tape. 
The information set forth on Schedule A to the CNHCA Assignment
delivered on the Closing Date is true and correct in all material respects as
of the opening of business on the Initial Cutoff Date and the information set
forth on Schedule A to the related CNHCA Subsequent Transfer Assignment
will be true and correct on each Subsequent Transfer Date related to such CNHCA
Subsequent Transfer Assignment.  No
selection procedures believed by CNHCA to be adverse to the interests of the
Trust, the Noteholders or the Certificateholders were or will be utilized in
selecting the Receivables.  The computer
tape regarding the Receivables made available to CNHCR and its assigns is true
and correct in all respects.


 


(iii)                               Compliance with Law.  Each Receivable and the sale of the related
Financed Equipment complied in all material respects at the time it was
originated or made and at the execution of this Agreement, and each CNHCA
Subsequent Transfer Assignment complies in all material respects, with all
requirements of applicable federal, state and local laws and regulations
thereunder, including usury law, the Federal Truth-in-Lending Act, the Equal
Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Debt Collection
Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty
Act, the Federal Reserve Board’s


 


8
















 


Regulations B and Z, the
Wisconsin Consumer Act and state adaptations of the National Consumer Act and
of the Uniform Consumer Credit Code, and other consumer credit laws and equal
credit opportunity and disclosure laws, in each case, to the extent applicable.


 


(iv)                              Binding Obligation. 
Each Receivable represents the genuine, legal, valid and binding payment
obligation in writing of the Obligor, enforceable by the holder thereof in
accordance with its terms.


 


(v)                                 No Government Obligor. 
None of the Receivables is due from the United States of America or any
state or from any agency, department or instrumentality of the United States of
America or any state.


 


(vi)                              Security Interest in
Financed Equipment.  Immediately prior to the sale, assignment and
transfer thereof, each Receivable shall be secured by a validly perfected first
priority security interest in the Financed Equipment in favor of CNHCA as
secured party or all necessary and appropriate actions have been commenced that
would result in the valid perfection of a first priority security interest in
the Financed Equipment in favor of CNHCA as secured party.


 


(vii)                           Receivables in Force. 
No Receivable has been satisfied, subordinated or rescinded, nor has any
Financed Equipment been released from the Lien granted by the related
Receivable in whole or in part (other than with respect to equipment released
from a Lien in accordance with the Servicing Procedures and replaced with
Substitute Equipment).


 


(viii)                        No Amendment or Waiver. 
No provision of a Receivable has been waived, altered or modified in any
respect, except pursuant to a document, instrument or writing included in the
Receivable Files and no such amendment, waiver, alteration or modification
causes such Receivable not to conform to the other warranties contained in this
Section.


 


(ix)                                No Defenses. 
No right of rescission, setoff, counterclaim or defense has been
asserted or threatened or exists with respect to any Receivable.


 


(x)                                   No Liens. 
To the best of CNHCA’s knowledge, no Liens or claims, including claims
for work, labor or materials, relating to any of the Financed Equipment have
been filed that are Liens prior to, or equal or coordinate with, the security
interest in the Financed Equipment granted by any Receivable, except those
pursuant to the Basic Documents.


 


(xi)                                No Default; Delinquency
Limitations.  No Receivable is a non-performing Receivable
or has a payment that is more than 90 days overdue as of the Initial Cutoff
Date or Subsequent Cutoff Date, as applicable, and, except for a payment
default continuing for a period of not more than 90 days, no default, breach,
violation or event permitting acceleration under the terms of any Receivable
has occurred and is continuing; and no continuing condition (other than a
payment default continuing for a period of not more than 90 days) that with
notice or the lapse of time would constitute such a default, breach, violation
or event permitting acceleration under the terms of any Receivable has arisen;
and CNHCA has not waived any of the foregoing. 
Receivables that are considered “delinquent” (as defined in Item 1101(d) of
Regulation AB) constitute less than 20% of the aggregate Statistical Contract
Value 


 


9

















 


of all of the Trust’s
Receivables as of the Initial Cutoff Date and as of each Cutoff Date during any
Funding Period.


 


(xii)                             Title. 
It is the intention of CNHCA that the transfers and assignments
contemplated herein and in the Liquidity Receivables Purchase Agreement
constitute a sale of the Receivables from CNHCA to CNHCR 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 CNHCA
under any bankruptcy or similar law. 
Immediately prior to the transfers and assignments contemplated herein
and in the Liquidity Receivables Purchase Agreement, CNHCA had good title to
each Receivable, free and clear of all Liens and, immediately upon the transfer
thereof, CNHCR shall have good title to each Receivable, free and clear of all
Liens; and the transfer and assignment of the Receivables to CNHCR has been, or
within the timeframe required by Section 3.2(b)(xiv) of this Agreement
will be, perfected under the UCC.


 


(xiii)                          Lawful Assignment. 
No Receivable has been originated in, or is subject to the laws of, any
jurisdiction under which the sale, transfer and assignment of such Receivable
or any Receivable under this Agreement, the Liquidity Receivables Purchase
Agreement, the Sale and Servicing Agreement or the Indenture is unlawful, void
or voidable.


 


(xiv)                         All Filings Made. 
All filings (including UCC filings) necessary in any jurisdiction to
give CNHCR a first priority perfected ownership interest in the Receivables
will be made on or prior to, or within 10 days after, the Closing Date.


 


(xv)                            One Original. 
There is only one original executed copy of each Receivable.


 


(xvi)                         Maturity of
Receivables.  Each Receivable has a remaining term to
maturity of not more than 72 months, in the case of the Initial Receivables,
and 72 months, in the case of the Subsequent CNHCA Receivables; the
weighted average remaining term of the Initial Receivables is approximately
49.65 months as of the Initial Cutoff Date; the weighted average original term
of the Receivables, including as of each Subsequent Transfer Date all
Subsequent CNHCA Receivables previously transferred to CNHCR, will not be
greater than 60 months.


 


(xvii)                      Scheduled Payments. 
No Receivable has a final scheduled payment date later than six months preceding
the Final Scheduled Maturity Date; each Receivable provides for payments that
fully amortize the Amount Financed over the original term of the Receivable,
and is either non-interest bearing or is a Simple Interest Receivable.


 


(xviii)                   Insurance.  The Obligor on each Receivable is required to
maintain physical damage insurance covering the Financed Equipment in
accordance with CNHCA’s normal requirements.


 


(xix)                           Concentrations. 
No Receivable has a Statistical Contract Value (when combined with the
Statistical Contract Value of any other Receivable with the same or an
Affiliated Obligor) that exceeds 1% of the aggregate Statistical Contract Value
of all the Receivables.


 


10

















 


(xx)                              Financing. 
Initial Receivables having an aggregate Statistical Contract Value of
approximately 65.26% of the Initial Aggregate Statistical Contract Value were
secured by equipment that was new at the time the related Initial Receivable
was originated; the remainder of the Initial Receivables represent financing of
used equipment; Initial Receivables having an aggregate Statistical Contract
Value of approximately 97.22% of the Initial Aggregate Statistical Contract
Value of the Initial Receivables, are attributable to financing of agricultural
equipment; the remainder of the Initial Receivables are attributable to
financing of construction equipment. 
Additionally, not more than 35% of the aggregate Contract Value of the
Receivables, including, as of each Subsequent Transfer Date, all Subsequent
CNHCA Receivables previously transferred to CNHCR, will represent Contracts for
the financing of construction equipment.


 


(xxi)                           No Bankruptcies. 
No Obligor on any Receivable as of the related Cutoff Date was noted in
the related Receivable File as being the subject of a bankruptcy proceeding.


 


(xxii)                        No Repossessions. 
None of the Financed Equipment securing any Receivable is in
repossession status.


 


(xxiii)                     Chattel Paper. 
Each Receivable constitutes “chattel paper” as defined in the UCC of
each State the law of which governs the perfection of the interest granted in
it and/or the priority of such perfected interest.


 


(xxiv)                    U.S. Obligors. 
None of the Receivables is denominated and payable in any currency other
than United States Dollars or is due from any Person that does not have a
mailing address in the United States of America.


 


(xxv)                       Payment Frequency. 
As of the Initial Cutoff Date and as shown on the books of CNHCA:  (A) Initial Receivables having an
aggregate Statistical Contract Value equal to 69.85% of the Initial Aggregate
Statistical Contract Value had annual scheduled payments, (B) Initial
Receivables having an aggregate Statistical Contract Value equal to 3.25% of
the Initial Aggregate Statistical Contract Value had semi-annual scheduled
payments, (C) Initial Receivables having an aggregate Statistical Contract
Value equal to 0.77% of the Initial Aggregate Statistical Contract Value had
quarterly scheduled payments, (D) Initial Receivables having an aggregate
Statistical Contract Value equal to 20.13% of the Initial Aggregate Statistical
Contract Value had monthly scheduled payments, and (E) Initial Receivables
having an aggregate Statistical Contract Value equal to 6.00% of the Initial
Aggregate Statistical Contract Value had irregularly scheduled payments.


 


(xxvi)                    Perfection
Representations.  CNHCA further makes all the representations,
warranties and covenants set forth in Schedule P.


 


11

















 


ARTICLE IV


 


CONDITIONS


 


Section 4.1.                                                                Conditions to Obligation of CNHCR.


 


(a)                                  Initial Purchased
Contracts.  The obligation of CNHCR to purchase the
Purchased Contracts is subject to the satisfaction of the following conditions:


 


(i)                                     Representations and
Warranties True.  The representations and warranties of CNHCA
hereunder shall be true and correct on the Closing Date and CNHCA shall have
performed all obligations to be performed by it hereunder on or prior to the
Closing Date to the extent such obligations are required to be performed by it
hereunder on or prior to the Closing Date.


 


(ii)                                  Computer Files Marked. 
CNHCA shall, at its own expense, on or prior to the Closing Date,
indicate in its computer files that Receivables created in connection with the
Purchased Contracts have been sold to CNHCR pursuant to this Agreement and
deliver to CNHCR the Schedule of Receivables certified by the Chairman, the
President, a Vice President, a Secretary, the Treasurer, an Assistant
Secretary, or an Assistant Treasurer of CNHCA to be true, correct and complete.


 


(iii)                               Documents to Be Delivered by CNHCA on the
Closing Date.


 


(A)                              The CNHCA Assignment. 
On the Closing Date (but only if the Contract Value of the Purchased
Contracts is greater than zero), CNHCA will execute and deliver the CNHCA
Assignment, which shall be substantially in the form of Exhibit A.


 


(B)                                Evidence of UCC Filing. 
On or prior to, or within 10 days following, the Closing Date (but only
if the Contract Value of the Purchased Contracts is greater than zero), CNHCA
shall authorize and file, at its own expense, a UCC financing statement in each
jurisdiction in which such action is required by applicable law to fully
perfect CNHCR’s right, title and interest in the Purchased Contracts and the
other property sold hereunder, executed (if execution is required) by CNHCA, as
seller or debtor, and naming CNHCR, as purchaser or secured party, describing
the Purchased Contracts and the other property sold hereunder, meeting the
requirements of the laws of each such jurisdiction and in such manner as is necessary
to perfect the sale, transfer, assignment and conveyance of such Purchased
Contracts and such other property to CNHCR. 
It is understood and agreed, however, that no filings will be made to
perfect any security interest of CNHCR in CNHCA’s interests in Financed
Equipment.  CNHCA shall deliver (or cause
to be delivered) a file-stamped copy, or other evidence satisfactory to CNHCR
of such filing, to CNHCR promptly upon CNHCA’s receipt thereof.


 


(C)                                Other Documents. 
CNHCA will deliver such other documents as CNHCR may reasonably request.


 


(iv)                              Other Transactions. 
The transactions contemplated by the Sale and Servicing Agreement to be
consummated on the Closing Date shall be consummated on such date.


 


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(b)                                 Subsequent CNHCA
Receivables.  The obligation of CNHCR to purchase any
Subsequent CNHCA Receivables is subject to the satisfaction of the following
conditions on or prior to the related Subsequent Transfer Date:


 


(i)                                     CNHCA shall have delivered to CNHCR a
duly executed written assignment in substantially the form of Exhibit B
(the “CNHCA Subsequent Transfer Assignment”), which shall include supplements
to the Schedule of Receivables listing the Subsequent CNHCA Receivables;


 


(ii)                                  CNHCA shall, to the extent required by Section 5.3
of the Sale and Servicing Agreement, have delivered to CNHCR for deposit in the
Collection Account all collections in respect of the Subsequent CNHCA
Receivables;


 


(iii)                               as of such Subsequent Transfer Date:  (A) CNHCA was not insolvent and will not
become insolvent as a result of the transfer of Subsequent CNHCA Receivables on
such Subsequent Transfer Date, (B) CNHCA did not intend to incur or
believe that it would incur debts that would be beyond CNHCA’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 CNHCA did not
constitute unreasonably small capital to carry out its business as conducted;


 


(iv)                              the applicable Spread Account Initial
Deposit and Principal Supplement Account Deposit, if any, for such Subsequent
Transfer Date shall have been or shall be made;


 


(v)                                 the Funding Period shall not have
terminated;


 


(vi)                              each of the representations and
warranties made by CNHCA pursuant to Section 3.2(b) with
respect to the Subsequent CNHCA Receivables shall be true and correct as of
such Subsequent Transfer Date, and CNHCA shall have performed all obligations
to be performed by it hereunder on or prior to such Subsequent Transfer Date to
the extent such obligations are required to be performed by it hereunder on or
prior to the Subsequent Transfer Date;


 


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


 


(viii)                        CNHCA shall take any action required to
give CNHCR a first priority perfected ownership interest in the Subsequent
CNHCA Receivables on or prior to, or within ten days following, the applicable
Subsequent Transfer Date;


 


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


 


13

















 


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


 


(xi)                                CNHCA shall have provided CNHCR a
statement listing the aggregate Contract Value of such Subsequent CNHCA
Receivables and any other information reasonably requested by CNHCR with
respect to such Subsequent CNHCA Receivables;


 


(xii)                             all the conditions to the transfer of the
Subsequent CNHCA Receivables to the Issuing Entity specified in the Sale and
Servicing Agreement shall have been satisfied; and


 


(xiii)                          CNHCA shall have delivered to CNHCR an
Officer’s Certificate confirming the satisfaction of each condition precedent
specified in this clause (b) (substantially in the form attached hereto as
Annex A to the CNHCA Subsequent Transfer Assignment).


 


Section 4.2.                                                                Conditions
to Obligation of CNHCA.  The
obligation of CNHCA to sell the Purchased Contracts and the Subsequent CNHCA
Receivables to CNHCR is subject to the satisfaction of the following
conditions:


 


(a)                                  Representations and
Warranties True.  The representations and warranties of CNHCR
hereunder shall be true and correct on the Closing Date or the applicable
Subsequent Transfer Date with the same effect as if then made, and CNHCR shall
have performed all obligations to be performed by it hereunder on or prior to
the Closing Date or such Subsequent Transfer Date to the extent such
obligations are required to be performed by it hereunder on or prior to the
Closing Date or Subsequent Transfer Date, as applicable.


 


(b)                                 Receivables Purchase
Price.  On the Closing Date or the applicable
Subsequent Transfer Date, CNHCR shall have delivered to CNHCA the portion of
the Initial Purchase Price or the Subsequent Purchase Price, as the case may
be, payable on the Closing Date or such Subsequent Transfer Date pursuant to Section 2.5.


 


ARTICLE V


 


COVENANTS OF CNHCA


 


CNHCA agrees with CNHCR as
follows; provided, however, that to the extent that any provision
of this Article conflicts with any provision of the Sale and Servicing
Agreement, the Sale and Servicing Agreement shall govern:


 


Section 5.1.                                                                Protection of Right, Title and
Interest.


 


(a)                                  Filings. 
CNHCA shall cause all financing statements and continuation statements
and any other necessary documents covering the right, title and interest of
CNHCR in and to the Receivables and the other property included in the Trust
Estate to be promptly filed, and at all times to be kept recorded, registered
and filed, all in such manner and in such places as may be required by law
fully to preserve and protect the right, title and interest of CNHCR hereunder
to the Receivables (other than Required Receivables), and other property sold 


 


14

















 


hereunder.  CNHCA shall deliver (or cause to be
delivered) to CNHCR file-stamped copies of, or filing receipts for, any document
recorded, registered or filed as provided above as soon as available following
such recordation, registration or filing. 
CNHCR shall cooperate fully with CNHCA 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)                                 Name Change. 
Within 15 days after CNHCA makes any change in its name, identity or
organizational structure 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 or any title statute, as applicable, CNHCA shall give CNHCR notice
of any such change, and no later than 10 days after the effective date thereof,
shall file such financing statements or amendments as may be necessary to
continue the perfection of CNHCR’s interest in the property included in the
Trust Estate.


 


(c)                                  Location Change. 
Within 15 days after CNHCA makes any change to its “location” as defined
in Section 9-307 of the UCC, CNHCA shall give CNHCR notice of any such
change, and no later than 10 days after the effective date thereof, shall file
such financing statements or amendments as may be necessary to continue the
perfection of CNHCR’s interest in the property included in the Trust Estate.


 


Section 5.2.                                                                Other
Liens or Interests.  Except for the conveyances
hereunder and pursuant to the Liquidity Receivables Purchase Agreement, the
Sale and Servicing Agreement, the Indenture and the other Basic Documents,
CNHCA:  (a) 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, and (b) shall
defend the right, title and interest of CNHCR in, to and under the Receivables
against all claims of third parties claiming through or under CNHCA; provided,
however, that CNHCA’s obligations under this Section shall
terminate upon the termination of the Trust pursuant to the Trust Agreement;
provided further, the preceding shall not apply to Reacquired Receivables.


 


Section 5.3.                                                                Jurisdiction
of Organization.  During the term of the Receivables, CNHCA
will maintain its “location” (as defined in Section 9-307 of the UCC) in
one of the States.


 


Section 5.4.                                                                Costs
and Expenses.  CNHCA agrees to pay all reasonable costs and
disbursements in connection with the perfection, as against all third parties,
of CNHCR’s right, title and interest in, to and under the Receivables.


 


Section 5.5.                                                                Indemnification. 
CNHCA shall indemnify, defend and hold harmless CNHCR for any liability
as a result of the failure of a Receivable to be originated in compliance with
all requirements of law and for any breach of any of its representations and
warranties contained herein.  These
indemnity obligations shall be in addition to any obligation that CNHCA may
otherwise have.  CNHCA shall indemnify,
defend and hold harmless CNHCR, the Issuing Entity, the Trustee and the
Indenture Trustee (and their respective officers, directors, employees and
agents) from and against any taxes that may at any time be asserted against
such Person with respect to the sale of the Purchased Contracts to CNHCR
hereunder, the sale of the 


 


15

















 


Owned Contracts to
CNHCR under the Liquidity Receivables Purchase Agreement or the sale of the
Receivables to the Issuing Entity by CNHCR or the issuance and original sale of
the Certificates and the Notes, including any sales, gross receipts, general corporation,
tangible personal property, privilege or license taxes (but, in the case of
CNHCR and 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.


 


Section 5.6.                                                                Transfer
of Subsequent CNHCA Receivables.  CNHCA
covenants to transfer to CNHCR, pursuant to Section 2.2, Subsequent CNHCA
Receivables with an aggregate Contract Value approximately equal to $0, subject
only to the availability of such Subsequent CNHCA Receivables.


 


Section 5.7.                                                                Cross-Collateralization. 
To the extent that CNHCA transfers, sells, assigns or otherwise pledges
any contract to a third party and conveys any interest in any item of Financed
Equipment securing the repayment of any Receivable, as a result of the related
Obligor agreeing to cross-collateralize all obligations owed by such Obligor to
CNHCA and its assigns or otherwise, CNHCA acknowledges and agrees that it shall
obtain from such third party an agreement that such third party’s interest in
the Financed Equipment shall be expressly subordinate and junior in priority to
the repayment of all amounts outstanding under such Receivable prior to
becoming available to pay any amount outstanding under any other obligation
owed by such Obligor to such third party.


 


ARTICLE VI


 


MISCELLANEOUS PROVISIONS


 


Section 6.1.                                                                Obligations
of CNHCA.  The obligations of CNHCA under this Agreement
shall not be affected by reason of any invalidity, illegality or irregularity
of any Receivable.


 


Section 6.2.                                                                Repurchase
Events.  CNHCA hereby covenants and agrees with CNHCR
for the benefit of CNHCR, the Indenture Trustee, the Noteholders, the Trust,
the Trustee and the Certificateholders that the occurrence of a breach of any
of CNHCA’s representations and warranties contained in Section 3.2(b) shall
constitute events obligating CNHCA to repurchase any Receivable materially and
adversely affected by any such breach (“Repurchase Events”) at the Purchase
Amount from CNHCR or from the Trust. 
Except as set forth in Section 5.5, the repurchase obligation of
CNHCA shall constitute the sole remedy of CNHCR, the Indenture Trustee, the
Noteholders, the Trust, the Trustee or the Certificateholders against CNHCA
with respect to any Repurchase Event or any other breach pursuant to Section 3.2(b) hereof.  Section 4.6 and Section 9.1(a) of
the Sale and Servicing Agreement are hereby incorporated by reference as if
they were set forth herein, and CNHCA agrees to purchase or repurchase any
Receivable which these sections require it, or permit the Servicer to cause it,
to purchase or repurchase.


 


Section 6.3.                                                                CNHCR
Assignment of Repurchased Receivables.  With respect
to all Receivables repurchased by CNHCA pursuant to this Agreement, CNHCR shall
sell, transfer, 


 


16

















 


assign, set over
and otherwise convey to CNHCA, without recourse, representation or warranty,
all of CNHCR’s right, title and interest in, to and under such Receivables, and
all Assets related thereto, including all security and documents relating
thereto.


 


Section 6.4.                                                                Trust.  CNHCA
acknowledges and agrees that:  (a) CNHCR
will, pursuant to the Sale and Servicing Agreement, sell the Receivables to the
Trust and assign its rights under this Agreement to the Trust, (b) the
Trust will, pursuant to the Indenture, assign such Receivables and such rights
to the Indenture Trustee and (c) the representations, warranties and
covenants contained in this Agreement and the rights of CNHCR under this
Agreement, including under Section 6.2, are intended to benefit the Trust,
the Certificateholders and the Noteholders. 
CNHCA hereby consents to all such sales and assignments 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 CNHCR.


 


Section 6.5.                                                                Amendment. 
(a)  Any term or provision of this
Agreement may be amended by CNHCA and CNHCR without the consent of the
Indenture Trustee, any Noteholder, the Issuing Entity, the Trustee or any other
Person subject to the satisfaction of one of the following conditions:


 


(i)                                     CNHCA and CNHCR 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)                                  CNHCA and CNHCR deliver an Officer’s
Certificate of CNHCA and CNHCR, 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.


 


Prior to the execution of
any such amendment or consent, CNHCA shall furnish written notification of the
substance of such amendment or consent to each of the Rating Agencies.


 


Notwithstanding anything
herein to the contrary (other than as provided in the third following
paragraph), any term or provision of this Agreement may be amended by CNHCA and
CNHCR without the consent of the Certificateholders, the Noteholders 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.


 


This Agreement may also be
amended from time to time by CNHCA and CNHCR, with prior written notice to the
Rating Agencies, with the written consent of (x) Noteholders holding Notes
evidencing at least a majority of the Note Balance and (y) the
Certificateholders 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,



 


17

















 


however, that no such
amendment may:  (i) reduce the
interest rate or principal of any Note or Certificate, or delay the Class Final
Scheduled Maturity Date of any Note or (ii) reduce the aforesaid
percentage of the Notes and 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.


 


It shall not be necessary
for the consent of Certificateholders or 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.


 


Section 6.6.                                                                Accountants’
Letters.  (a) A firm of Independent certified
public accountants will review the characteristics of the Receivables described
in the Schedule of Receivables and will compare those characteristics to the
information with respect to the Receivables contained in the Prospectus, (b) CNHCA
will cooperate with CNHCR and such accounting firm in making available all
information and taking all steps reasonably necessary to permit such accounting
firm to complete the review set forth in clause (a) and to deliver
the letters required of them under the Underwriting Agreement, and (c) such
or another accounting firm will deliver to CNHCR a letter, dated the date of
the Prospectus, in the form previously agreed to by CNHCA and CNHCR, with
respect to the financial and statistical information contained in the
Prospectus and with respect to such other information as may be agreed in the
form of the letter.


 


Section 6.7.                                                                Waivers. 
No failure or delay on the part of CNHCR in exercising any power, right
or remedy under this Agreement, the CNHCA Assignment or any CNHCA Subsequent
Transfer Assignment shall operate as a waiver thereof, nor shall any single or
partial exercise of any such power, right or remedy preclude any other or
further exercise thereof or the exercise of any other power, right or remedy.


 


Section 6.8.                                                                Notices. 
All demands, notices and communications 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 CNHCA,
to CNH Capital America LLC, 6900 Veterans Boulevard, Burr Ridge, Illinois
60527, Attention: Assistant Treasurer, (telephone: (630) 887-2095) (facsimile:
(630) 887-5448); (b) in the case of CNHCR, 6900 Veterans Boulevard, Burr
Ridge, Illinois 60527, Attention: Assistant Treasurer, (telephone: (630)
887-2095) (facsimile: (630) 887-5448); (c) in the case of the Rating
Agencies, at their respective addresses set forth in Section 10.3 of the
Sale and Servicing Agreement, or, as to each of the foregoing, at such other
address or facsimile number as shall be designated by written notice to the
other parties.


 


Section 6.9.                                                                Costs
and Expenses.  CNHCA will pay all expenses incident to the
performance of its obligations under this Agreement and CNHCA agrees to pay all
reasonable out-of-pocket costs and expenses of CNHCR, excluding fees and
expenses of counsel, in connection with the perfection as against third parties
of CNHCR’s right, title and interest in, to and under the Receivables and the
enforcement of any obligation of CNHCA hereunder.


 


Section 6.10.                                                          Representations
of CNHCA and CNHCR.  The respective agreements,
representations, warranties and other statements by CNHCA and CNHCR set forth 


 


18

















 


in or made
pursuant to this Agreement shall remain in full force and effect and will
survive the closing under Section 2.4.


 


Section 6.11.                                                          Confidential
Information.  CNHCR agrees that it will neither use nor
disclose to any Person the names and addresses of the Obligors, except in
connection with the enforcement of CNHCR’s rights hereunder, under the
Receivables, under the Sale and Servicing Agreement or the Indenture or any
other Basic Document or as required by any of the foregoing or by law.


 


Section 6.12.                                                          Headings
and Cross-References.  The various headings in this
Agreement are included for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement.  References in this Agreement to Section names
or numbers are to such Sections of this Agreement unless otherwise expressly
indicated.


 


Section 6.13.                                                          Governing
Law.  This Agreement, the CNHCA Assignment, and
each CNHCA Subsequent Transfer Assignment shall be construed in accordance with
the laws of the State of New York, and the obligations, rights and remedies of
the parties hereunder or thereunder shall be determined in accordance with such
laws.


 


Section 6.14.                                                          Counterparts. 
This Agreement may be executed in two or more counterparts and by
different parties on separate counterparts, each of which shall be an original,
but all of which together shall constitute but one and the same instrument.


 


Section 6.15.                                                          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 6.16.                                                          Information
Requests.  The parties hereto shall provide any
information reasonably requested by the other party 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.


 


(signature pages follow)


 


19

















 


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


 


	
   

  	
  CNH CAPITAL
  RECEIVABLES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas N. Beckmann

  
	
   

  	
   

  	
  Name:  Thomas
  N. Beckmann

  
	
   

  	
   

  	
  Title: 
  Assistant Treasurer

  
	
   

  	
   

  
	
   

  	
  CNH CAPITAL
  AMERICA LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas N. Beckmann

  
	
   

  	
   

  	
  Name:  Thomas N. Beckmann

  
	
   

  	
   

  	
  Title:  Assistant Treasurer

  



 


Purchase
Agreement


 
















 


EXHIBIT
A

to Purchase Agreement


 


FORM OF

CNHCA ASSIGNMENT


 


For value received, in
accordance with and subject to the Purchase Agreement dated as of April 1,
2009 (the “Purchase Agreement”), between the undersigned and CNH Capital
Receivables LLC (“CNHCR”), the undersigned does hereby sell, assign, transfer,
set over and otherwise convey unto CNHCR, without recourse, all of its right,
title, interest in, to and under:  (a) the
Purchased Contracts and the Owned Contracts (collectively, 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) any proceeds from recourse to Dealers with respect to the
Initial Receivables, (e) any Financed Equipment that shall have secured
the Initial Receivables and that shall have been acquired by or on behalf of
CNHCR, and (f) 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 CNHCR 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 CNHCA Assignment is
made pursuant to and upon the representations, warranties and agreements on the
part of the undersigned contained in the Purchase Agreement and is to be
governed in all respects by the Purchase Agreement.


 


Capitalized terms used
herein and not otherwise defined shall have the meanings assigned to them in
the Purchase Agreement.


 


A-1

















 


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


 


	
   

  	
  CNH CAPITAL
  AMERICA LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-2

















 


SCHEDULE
A

to CNHCA Assignment


 


SCHEDULE OF PURCHASED CONTRACTS AND
OWNED CONTRACTS

[ATTACHED HERETO.]


 


A-3

















 


EXHIBIT
B

to Purchase Agreement


 


FORM OF

CNHCA SUBSEQUENT TRANSFER ASSIGNMENT


 


For value received, in
accordance with and subject to the Purchase Agreement dated as of April 1,
2009 (the “Purchase Agreement”), between CNH Capital America LLC, a Delaware
limited liability company (“CNHCA”), and CNH Capital Receivables LLC, a
Delaware limited liability company (“CNHCR”), CNHCA does hereby sell, transfer,
assign, set over and otherwise convey to CNHCR, without recourse, all of its
right, title, interest in, to and under: 
(a) the Subsequent CNHCA 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 CNHCA Receivables and any other interest of CNHCA in such Financed
Equipment, (c) any proceeds with respect to such Subsequent CNHCA Receivables
from claims on insurance policies covering Financed Equipment or Obligors (to
the extent not used to purchase Substitute Equipment), (d) any proceeds
from recourse to Dealers with respect to such Subsequent CNHCA Receivables, (e) any
Financed Equipment that shall have secured any such Subsequent CNHCA
Receivables and that shall have been acquired by or on behalf of CNHCR, and (f) 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 CNHCR of any obligation of CNHCA to the Obligors, insurers or
any other person in connection with such Subsequent CNHCA Receivables,
Receivable Files, any insurance policies or any agreement or instrument
relating to any of them.


 


This CNHCA Subsequent
Transfer Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of CNHCA contained in the Purchase
Agreement (including the Officer’s Certificate of CNHCA accompanying this
Agreement) and is to be governed in all respects by the Purchase Agreement.


 


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


 


B-1

















 


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


 


	
   

  	
  CNH CAPITAL
  AMERICA LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-2

















 


SCHEDULE
A

to CNHCA Subsequent Transfer Assignment


 


SCHEDULE OF SUBSEQUENT CNHCA
RECEIVABLES

[ATTACHED HERETO.]


 


B-3

















 


ANNEX
A

to CNHCA Subsequent Transfer Assignment


 


OFFICER’S CERTIFICATE


 


I, the undersigned officer
of CNH Capital America LLC (the “Company”), do hereby certify, pursuant to Section 4.1(b)(xiii)
of the Purchase Agreement dated as of April 1, 2009, among the Company,
and CNH Capital Receivables LLC (the “Purchase Agreement”), that (i) all
of the conditions precedent to the transfer to CNHCR of the Subsequent CNHCA
Receivables listed on Schedule A to the CNHCA Subsequent Transfer Assignment
delivered herewith, and the other property and rights related to such
Subsequent CNHCA Receivables as described in Section 2.2 of the Purchase
Agreement, have been satisfied on or prior to the related Subsequent Transfer
Date to the extent such conditions are required to be performed by the Company
under the Purchase Agreement on or prior to the 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
CNHCA Receivables listed on the aforementioned Schedule A.


 


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


 


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


 


	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


B-4

















 


Schedule
P


 


1.                                       General.  The Purchase
Agreement creates, or with respect to Receivables that are Subsequent CNHCA
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 UCC) in the Receivables in favor of CNHCR, which, (a) is
enforceable upon execution of the Purchase Agreement against creditors of and
purchasers from CNHCA, 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.                                       General.  The Receivables
constitute “tangible chattel paper” within the meaning of UCC Section 9-102. 
CNHCA has taken all steps necessary to perfect its security interest against
the Obligor in the Financed Equipment securing the Receivables.


 


3.                                       Creation.  Immediately prior to
the conveyance of the Receivables pursuant to the Purchase Agreement, CNHCA
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.  CNHCA 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 CNHCR under the Purchase Agreement in the Receivables.  With
respect to the Receivables that constitute tangible chattel paper, the
Servicer, as custodian, solely as agent of the Issuing Entity and the Indenture
Trustee, received possession of such original copies of such tangible chattel
paper that constitute or evidence the Receivables, and CNHCA has caused, or
will have caused within ten days of the effective date of the Purchase
Agreement, the filing of financing statements against CNHCA in favor of CNHCR
in connection herewith describing such Receivables and containing 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/Buyer.”


 


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


 


P-1

















 


Receivables has any marks
or notations indicating that they have pledged, assigned or otherwise conveyed
to any Person other than Indenture Trustee.


 


P-2