Exhibit 4.3


 


 


 


CNH EQUIPMENT TRUST 2009-C


 


SALE AND SERVICING AGREEMENT


 


among


 


CNH EQUIPMENT TRUST 2009-C,


 


as Issuing Entity,


 


and


 


CNH CAPITAL RECEIVABLES LLC,


 


as Seller,


 


and


 


NEW HOLLAND CREDIT COMPANY,
LLC,


 


as Servicer


 


Dated as of October 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 Receivables

  	
  2

  
	
  Section 2.2.

  	
  [Reserved]

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  III The Receivables

  	
  3

  
	
  Section 3.1.

  	
  Representations and
  Warranties of Seller

  	
  3

  
	
  Section 3.2.

  	
  Repurchase upon Breach

  	
  4

  
	
  Section 3.3.

  	
  Custody of Receivable
  Files

  	
  5

  
	
  Section 3.4.

  	
  Duties of Servicer as
  Custodian

  	
  5

  
	
  Section 3.5.

  	
  Instructions; Authority
  To Act

  	
  6

  
	
  Section 3.6.

  	
  Custodian’s
  Indemnification

  	
  6

  
	
  Section 3.7.

  	
  Effective Period and
  Termination

  	
  6

  
	
  Section 3.8.

  	
  Backup Servicer as
  Custodian

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IV Administration and Servicing of Receivables

  	
  7

  
	
  Section 4.1.

  	
  Duties of Servicer

  	
  7

  
	
  Section 4.2.

  	
  Collection and
  Allocation of Receivable Payments

  	
  7

  
	
  Section 4.3.

  	
  Realization upon
  Receivables

  	
  8

  
	
  Section 4.4.

  	
  Maintenance of Security
  Interests in Financed Equipment

  	
  9

  
	
  Section 4.5.

  	
  Covenants of Servicer

  	
  9

  
	
  Section 4.6.

  	
  Purchase of Receivables
  upon Breach or Due to Modification

  	
  10

  
	
  Section 4.7.

  	
  Servicing Fee

  	
  10

  
	
  Section 4.8.

  	
  Servicer’s Certificate

  	
  10

  
	
  Section 4.9.

  	
  Annual Statement as to
  Compliance; Notice of Default

  	
  10

  
	
  Section 4.10.

  	
  Annual Independent
  Certified Public Accountants’ Report

  	
  11

  
	
  Section 4.11.

  	
  Access to Certain
  Documentation and Information Regarding Receivables

  	
  11

  
	
  Section 4.12.

  	
  Servicer Expenses

  	
  12

  
	
  Section 4.13.

  	
  Appointment of
  Subservicer

  	
  12

  
	
  Section 4.14.

  	
  Substitution of
  Financed Equipment

  	
  13

  
	
   

  	
   

  	
   

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

  	
  13

  
	
  Section 5.1.

  	
  Establishment of Trust
  Accounts and the Backup Servicer Account

  	
  13

  
	
  Section 5.2.

  	
  [Reserved]

  	
  16

  
	
  Section 5.3.

  	
  Collections

  	
  16

  
	
  Section 5.4.

  	
  Application of
  Collections

  	
  16

  
	
  Section 5.5.

  	
  Additional Deposits

  	
  16

  



 


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  Section 5.6.

  	
  Distributions

  	
  17

  
	
  Section 5.7.

  	
  Spread Account

  	
  18

  
	
  Section 5.8.

  	
  [Reserved]

  	
  19

  
	
  Section 5.9.

  	
  [Reserved]

  	
  19

  
	
  Section 5.10.

  	
  [Reserved]

  	
  19

  
	
  Section 5.11.

  	
  Statements to
  Certificateholders and Noteholders

  	
  19

  
	
  Section 5.12.

  	
  Net Deposits

  	
  21

  
	
  Section 5.13.

  	
  Backup Servicer Account

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VI The Seller

  	
  22

  
	
  Section 6.1.

  	
  Representations of
  Seller

  	
  22

  
	
  Section 6.2.

  	
  Company Existence

  	
  23

  
	
  Section 6.3.

  	
  Liability of Seller;
  Indemnities

  	
  24

  
	
  Section 6.4.

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

  	
  24

  
	
  Section 6.5.

  	
  Limitation on Liability
  of Seller and Others

  	
  25

  
	
  Section 6.6.

  	
  Seller May Own
  Certificates or Notes

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII The Servicer

  	
  26

  
	
  Section 7.1.

  	
  Representations of
  Servicer

  	
  26

  
	
  Section 7.2.

  	
  Indemnities of Servicer

  	
  27

  
	
  Section 7.3.

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

  	
  28

  
	
  Section 7.4.

  	
  Limitation on Liability
  of Servicer and Others

  	
  29

  
	
  Section 7.5.

  	
  NH Credit Not to Resign
  as Servicer

  	
  29

  
	
  Section 7.6.

  	
  Servicer to Act as
  Administrator

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII Default

  	
  30

  
	
  Section 8.1.

  	
  Servicer Default

  	
  30

  
	
  Section 8.2.

  	
  Appointment of
  Successor Servicer

  	
  31

  
	
  Section 8.3.

  	
  Notification to
  Noteholders and Certificateholders

  	
  32

  
	
  Section 8.4.

  	
  Waiver of Past Defaults

  	
  32

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  IX Termination

  	
  33

  
	
  Section 9.1.

  	
  Optional Purchase of
  All Receivables

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  X Miscellaneous Provisions

  	
  34

  
	
  Section 10.1.

  	
  Amendment

  	
  34

  
	
  Section 10.2.

  	
  Protection of Title to
  Trust

  	
  36

  
	
  Section 10.3.

  	
  Notices

  	
  38

  
	
  Section 10.4.

  	
  Assignment

  	
  38

  
	
  Section 10.5.

  	
  Limitations on Rights
  of Others

  	
  39

  
	
  Section 10.6.

  	
  Severability

  	
  39

  
	
  Section 10.7.

  	
  Separate Counterparts

  	
  39

  
	
  Section 10.8.

  	
  Headings

  	
  39

  
	
  Section 10.9.

  	
  Governing Law

  	
  39

  
	
  Section 10.10.

  	
  Assignment to Indenture
  Trustee

  	
  39

  



 


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  Section 10.11.

  	
  Nonpetition Covenants

  	
  39

  
	
  Section 10.12.

  	
  Limitation of Liability
  of Trustee and Indenture Trustee

  	
  40

  
	
  Section 10.13.

  	
  Conditions Precedent to
  Other Financing Transactions

  	
  40

  
	
  Section 10.14.

  	
  Information Requests

  	
  40

  
	
  Section 10.15.

  	
  Information to Be Provided
  by the Indenture Trustee

  	
  40

  
	
  Section 10.16.

  	
  Form 8-K Filings

  	
  41

  
	
  Section 10.17.

  	
  Indemnification

  	
  42

  



 


	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  [RESERVED]

  	
   

  
	
  EXHIBIT B

  	
  [RESERVED]

  	
   

  
	
  EXHIBIT C

  	
  Form of Servicer’s
  Certificate

  	
   

  
	
  EXHIBIT D

  	
  Form of Assignment

  	
   

  
	
  EXHIBIT E

  	
  [RESERVED]

  	
   

  
	
  EXHIBIT F

  	
  [RESERVED]

  	
   

  
	
  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

  	
   

  



 


iii

















 


SALE AND
SERVICING AGREEMENT (as amended or otherwise modified, this “Agreement”) dated as of October 1,
2009 among CNH EQUIPMENT TRUST 2009-C, 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,”


 


1

















 


(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 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
“CNHCR Assets”):


 


(i)                                     the 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
Cutoff Date;


 


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


 


(iii)                               any proceeds with respect to the
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 Receivables)
and the Purchase Agreement, including the right of the Seller to cause CNHCA to
repurchase Receivables from the Seller under the circumstances described
therein;


 


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


 


(vi)                              any Financed Equipment that shall have
secured a 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 Deposit, 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 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.                     [Reserved].


 


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, 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 


 


3

















 


due,
direct or indirect, absolute or contingent. 
The Seller shall have, with respect to the property described in Section 2.1, 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 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 


 


4

















 


interest in, to and under
such Receivables, related Financed Equipment, and all other CNHCR 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
CNHCR 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 with respect to each
Receivable:


 


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


 


(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 


 


5

















 


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.


 


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
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 


 


6

















 


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, 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.


 


7
















 


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 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
CNHCR 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 CNHCR 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 


 


8

















 


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, 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 


 


9

















 


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 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 


 


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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.


 


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 


 


11

















 


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 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 


 


12

















 


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 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)                              [Reserved].


 


13

















 


(v)                                 [Reserved].


 


(vi)                              [Reserved].


 


(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, and the Spread 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 


 


14

















 


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 


 


15

















 


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 


 


16

















 


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 


 


17

















 


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, the Seller shall deposit the applicable Spread Account 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 Pool Balance 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 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) 


 


18

















 


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.                     [Reserved].


 


Section 5.9.                     [Reserved].


 


Section 5.10.                   [Reserved].


 


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;


 


19
















 


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


 


(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)                             [Reserved];


 


(xiii)                          [Reserved];


 


(xiv)                         [Reserved];


 


(xv)                            [Reserved];


 


(xvi)                         [Reserved];


 


(xvii)                      [Reserved];


 


(xviii)                   [Reserved];


 


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


 


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.


 


20

















 


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 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 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 


 


21

















 


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 duly authorized
by the Seller by all necessary limited liability company action.


 


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


 


22

















 


(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;


 


(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 


 


23

















 


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 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 


 


24

















 


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.


 


(b)   The
parties hereto acknowledge and consent to the fact that the Class B Notes
may be acquired by the Depositor or an Affiliate hereunder, and with respect to
the Class B Notes acquired by the Depositor, may in turn be transferred by
the Depositor to the Originator on the Closing Date.  In addition, the Depositor, the Originator
and any Affiliate thereof may, whenever desired, sell, pledge or otherwise
transfer such 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 Depositor, 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.


 


25

















 


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, 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.


 


(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.


 


26

















 


(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 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 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 


 


27

















 


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.


 


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



 


28

















 


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).


 


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
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 


 


29

















 


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
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 


 


30

















 


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.


 


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 


 


31

















 


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.


 


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.


 


32
















 


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, NH Credit as Servicer or
the Seller shall have the option (but no obligation) to purchase all of the
Trust Estate, other than the Trust Accounts. 
To exercise such option, NH Credit as Servicer or the Seller, as
applicable, 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 the Servicer or the Seller, as
applicable, and the Servicer or the Seller, as applicable, shall succeed to all
interests in, to and under the Trust Estate, other than the Trust Accounts;
provided that neither NH Credit as Servicer nor the Seller shall 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;


 


(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


 


33

















 


(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 the Servicer or the Seller 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:


 


(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 


 


34

















 


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 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, 


 


35

















 


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
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) 


 


36

















 


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.


 


(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


 


37

















 


(2)           within 90 days after the beginning of each calendar
year beginning with the first calendar year beginning more than three months
after the 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 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 


 


38

















 


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 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 


 


39

















 


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.


 


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 


 


40

















 


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


 


(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 


 


41

















 


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 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 


 


42

















 


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)


 


43
















 


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-C

  
	
   

  	
   

  
	
   

  	
  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-C


 


$207,800,000 Class A-1
0.42069% Asset Backed Notes due December 3, 2010


 


$194,000,000 Class A-2
0.95 % Asset Backed Notes due August 15, 2012


 


$197,000,000 Class A-3
1.85 % Asset Backed Notes due December 16, 2013


 


$201,200,000 Class A-4
3.00% Asset Backed Notes due August 17, 2015


 


$24,821,000 Class B 4.98
% Asset Backed Notes due April 15,
2016


 


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

  	
   

  	
   

  	
   

  	
  [      ]

  	
   

  
	
   

  	
   

  	
  Date Added

  	
   

  	
   

  	
   

  	
  [      ]

  	
   

  	
  [      ]

  	
   

  	
  [      ]

  	
   

  	
  [      ]

  	
   

  
	
   

  	
   

  	
  Pool

  	
   

  	
  Period

  	
   

  	
  Pool 1

  	
   

  	
  Pool 2

  	
   

  	
  Pool 3

  	
   

  	
  Pool 4

  	
   

  
	
   

  	
   

  	
  Scheduled Cashflows

  	
   

  	
  0  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  2  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  5  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  6  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  7  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  8  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  9  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  10  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  11  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  12  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  13  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  14  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  15  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  16  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  17  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  18  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  19  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  20  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  21  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  22  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  23  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  24  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  25  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  26  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  27  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  28  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  29  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  30  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  31  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  32  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-2

















 


	
   

  	
   

  	
   

  	
   

  	
  33  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  34  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  35  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  36  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  37  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  38  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  39  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  40  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  41  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  42  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  43  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  44  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  45  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  46  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  47  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  48  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  49  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  50  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  51  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  52  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  53  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  54  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  55  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  56  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  57  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  58  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  59  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  60  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  61  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  62  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  63  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  64  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  65  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  66  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  67  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  68  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  69  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  70  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  71  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  72  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  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

















 


1


 


CNH Equipment Trust 2009-C


 


$207,800,000 Class A-1
0.42069% Asset Backed Notes due December 3, 2010


 


$194,000,000 Class A-2
0.95% Asset Backed Notes due August 15, 2012


 


$197,000,000 Class A-3
1.85% Asset Backed Notes due December 16, 2013


 


$201,200,000 Class A-4
3.00% Asset Backed Notes due August 17, 2015


 


$24,821,000 Class B 4.98% Asset Backed Notes due April 15, 2016


 


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)


Note Distribution Account deposit


Certificate Distribution Account deposit


First Principal Payment Amount


Note Monthly Principal Distributable Amount


Spread Account 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


 


Total Beginning Balance (Pool Balance)


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


Total Ending Balance (Pool 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


 


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


 


C-4

















 


Total Collections For The Period


 


Reinvestment Income


 


Total Collections + Reinvestment Income For The
Period


 


Other—Back-Up Servicing Account Investment Earnings


 


2


 


CNH Equipment Trust 2009-C


 


$207,800,000 Class A-1
0.42069% Asset Backed Notes due December 3, 2010


 


$194,000,000 Class A-2
0.95% Asset Backed Notes due August 15, 2012


 


$197,000,000 Class A-3
1.85% Asset Backed Notes due December 16, 2013


 


$201,200,000 Class A-4
3.00% Asset Backed Notes due August 17, 2015


 


$24,821,000 Class B 4.98% Asset Backed Notes due April 15, 2016


 


Asset Backed Certificate


 


Actual Payment Date  


 


	
   

  	
   

  	
  General

  	
   

  	
  Party Receiving

  	
   

  
	
   

  	
   

  	
  Purpose of

  	
   

  	
  Fee or Expense

  	
   

  
	
  Calculation of Distributable Amounts

  	
   

  	
  Fee or Expense

  	
   

  	
  Amount

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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)

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


D-5

















 


	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


3


 


	
  Total notes Principal Due  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Termination Payment Due  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total notes Distributable
  Amount  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4


 


D-6
















 


CNH Equipment Trust 2009-C


 


$207,800,000 Class A-1
0.42069% Asset Backed Notes due December 3, 2010


 


$194,000,000 Class A-2
0.95% Asset Backed Notes due August 15, 2012


 


$197,000,000 Class A-3
1.85% Asset Backed Notes due December 16, 2013


 


$201,200,000 Class A-4
3.00% Asset Backed Notes due August 17, 2015


 


$24,821,000 Class B 4.98% Asset Backed Notes due April 15, 2016


 


Asset Backed Certificate


 


Actual Payment Date


 


Cash Available for Distribution


 


Total Collections + Reinvestment Income For The
Period


 


Beginning Spread Account Balance


 


Deposits from Spread 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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  



 


C-7

















 


	
  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-C


 


$207,800,000 Class A-1
0.42069% Asset Backed Notes due December 3, 2010


 


$194,000,000 Class A-2
0.95% Asset Backed Notes due August 15, 2012


 


$197,000,000 Class A-3
1.85% Asset Backed Notes due December 16, 2013


 


$201,200,000 Class A-4
3.00% Asset Backed Notes due August 17, 2015


 


$24,821,000 Class B 4.98% Asset Backed Notes due April 15, 2016


 


Asset Backed Certificate


 


Actual Payment Date


 


	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-8

















 


	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread Account Withdrawals to Distribution Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread Account Deposits from Excess Cash

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread Account Released to Seller

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ending Spread Account Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Original

  	
   

  
	
  Purchases

  	
   

  	
  Units

  	
   

  	
  Cut-Off Date

  	
   

  	
  Closing Date

  	
   

  	
  Pool Balance

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Purchase

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Backup
  Servicer Account  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Backup Servicer Account
  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.”


 


C-9

















 


	
  Spread
  Account Triggers

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Average
  Delinquency Ratio Test*

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payment Date

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [   ]-[   ]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [   ]-[   ]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [   ]-[   ]

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Second Prior Month
  Delinquency Ratio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Prior Month Delinquency
  Ratio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current Month Delinquency
  Ratio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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 the cutoff date through the last day
of the related calendar month, to (b) the Pool Balance as of the cutoff
date.


 


C-10

















 


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

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-11

















 


	
  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 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-12
















 


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 October 1,
2009 (the “Sale and Servicing Agreement”)
among the undersigned, New Holland Credit Company, LLC (“NH Credit”) and CNH Equipment Trust 2009-C
(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 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
Cutoff Date, (b) the security interests in the Financed Equipment granted
by Obligors pursuant to the Receivables and any other interest of the
undersigned in such Financed Equipment, (c) any proceeds with respect to
the 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 Receivables) and the Purchase Agreement, including the right of
the undersigned to cause the undersigned or New Holland Credit Company, LLC (“NH
Credit”) to repurchase Receivables from the undersigned under the circumstances
described therein, (e) any proceeds from recourse to Dealers with respect
to the Receivables, (f) any Financed Equipment that shall have secured a
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 Deposit, 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 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 [        ],
2009.


 


	
   

  	
  CNH CAPITAL
  RECEIVABLES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


D-2

















 


SCHEDULE A

to Assignment


 


SCHEDULE OF RECEIVABLES

ATTACHED HERETO


 


D-3

















 


EXHIBIT
E

to Sale and Servicing Agreement


 


[Reserved]


 


E-1

















 


EXHIBIT F

to Sale and Servicing Agreement


 


[Reserved]


 


F-1

















 


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) 

  	
   

  	
  N/A

  



 


H-1

















 


	
  Reg AB
  Reference

  	
   

  	
  Servicing Criteria

  	
   

  	
  Applicable Servicing Criteria

  
	
   

  	
   

  	
  mathematically
  accurate; (B) prepared within 30 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 

  	
   

  	
  N/A

  



 


H-2

















 


	
  Reg AB
  Reference

  	
   

  	
  Servicing Criteria

  	
   

  	
  Applicable Servicing Criteria

  
	
   

  	
   

  	
  transaction agreements and
  related pool asset 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-C


 


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 October 1, 2009, by and between New
Holland Credit Company, LLC, the Seller and CNH Equipment Trust 2009-C
(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 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 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,


 


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(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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