Exhibit
4.3




 





CNH
EQUIPMENT TRUST 2007-A


SALE AND
SERVICING AGREEMENT


among


CNH
EQUIPMENT TRUST 2007-A,


as
Issuing Entity,


and


CNH
CAPITAL RECEIVABLES LLC,


as
Seller,


and


NEW
HOLLAND CREDIT COMPANY, LLC,


as
Servicer


Dated as of March1, 2007




 


















TABLE OF CONTENTS


	
  ARTICLE I   Definitions

  	
   

  	
  1

  
	
  Section 1.1.

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.2.

  	
   

  	
  Other Definitional Provisions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  2

  
	
  Section 2.1.

  	
   

  	
  Conveyance of Initial Receivables

  	
   

  	
  2

  
	
  Section 2.2.

  	
   

  	
  Conveyance of Subsequent Receivables

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III   The Receivables

  	
   

  	
  6

  
	
  Section 3.1.

  	
   

  	
  Representations and Warranties of Seller

  	
   

  	
  6

  
	
  Section 3.2.

  	
   

  	
  Repurchase upon Breach

  	
   

  	
  6

  
	
  Section 3.3.

  	
   

  	
  Custody of Receivable Files

  	
   

  	
  7

  
	
  Section 3.4.

  	
   

  	
  Duties of Servicer as Custodian

  	
   

  	
  8

  
	
  Section 3.5.

  	
   

  	
  Instructions; Authority To Act

  	
   

  	
  8

  
	
  Section 3.6.

  	
   

  	
  Custodian’s Indemnification

  	
   

  	
  8

  
	
  Section 3.7.

  	
   

  	
  Effective Period and Termination

  	
   

  	
  9

  
	
  Section 3.8.

  	
   

  	
  Backup Servicer as Custodian

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV   Administration and
  Servicing of Receivables

  	
   

  	
  9

  
	
  Section 4.1.

  	
   

  	
  Duties of Servicer

  	
   

  	
  9

  
	
  Section 4.2.

  	
   

  	
  Collection and Allocation of Receivable Payments

  	
   

  	
  10

  
	
  Section 4.3.

  	
   

  	
  Realization upon Receivables

  	
   

  	
  10

  
	
  Section 4.4.

  	
   

  	
  Maintenance of Security Interests in Financed
  Equipment

  	
   

  	
  10

  
	
  Section 4.5.

  	
   

  	
  Covenants of Servicer

  	
   

  	
  11

  
	
  Section 4.6.

  	
   

  	
  Purchase of Receivables upon Breach

  	
   

  	
  11

  
	
  Section 4.7.

  	
   

  	
  Servicing Fee

  	
   

  	
  11

  
	
  Section 4.8.

  	
   

  	
  Servicer’s Certificate

  	
   

  	
  11

  
	
  Section 4.9.

  	
   

  	
  Annual Statement as to Compliance; Notice of Default

  	
   

  	
  12

  
	
  Section 4.10.

  	
   

  	
  Annual Independent Certified Public Accountants’
  Report

  	
   

  	
  12

  
	
  Section 4.11.

  	
   

  	
  Access to Certain Documentation and Information
  Regarding Receivables

  	
   

  	
  13

  
	
  Section 4.12.

  	
   

  	
  Servicer Expenses

  	
   

  	
  13

  
	
  Section 4.13.

  	
   

  	
  Appointment of Subservicer

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  14

  
	
  Section 5.1.

  	
   

  	
  Establishment of Trust Accounts and the Backup
  Servicer Account

  	
   

  	
  14

  
	
  Section 5.2.

  	
   

  	
  Interest Rate Swap Agreement

  	
   

  	
  17

  
	
  Section 5.3.

  	
   

  	
  Collections

  	
   

  	
  17

  
	
  Section 5.4.

  	
   

  	
  Application of Collections

  	
   

  	
  18

  
	
  Section 5.5.

  	
   

  	
  Additional Deposits

  	
   

  	
  18

  
	
  Section 5.6.

  	
   

  	
  Distributions

  	
   

  	
  18

  



 



 i
 








 


	
  Section 5.7.

  	
   

  	
  Spread Account

  	
   

  	
  20

  
	
  Section 5.8.

  	
   

  	
  Pre-Funding Account

  	
   

  	
  20

  
	
  Section 5.9.

  	
   

  	
  Negative Carry Account

  	
   

  	
  21

  
	
  Section 5.10.

  	
   

  	
  Principal Supplement Account

  	
   

  	
  21

  
	
  Section 5.11.

  	
   

  	
  Statements to Certificateholders and Noteholders

  	
   

  	
  22

  
	
  Section 5.12.

  	
   

  	
  Net Deposits

  	
   

  	
  24

  
	
  Section 5.13.

  	
   

  	
  Backup Servicer Account

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI   The Seller

  	
   

  	
  24

  
	
  Section 6.1.

  	
   

  	
  Representations of Seller

  	
   

  	
  24

  
	
  Section 6.2.

  	
   

  	
  Company Existence

  	
   

  	
  26

  
	
  Section 6.3.

  	
   

  	
  Liability of Seller; Indemnities

  	
   

  	
  26

  
	
  Section 6.4.

  	
   

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

  	
   

  	
  27

  
	
  Section 6.5.

  	
   

  	
  Limitation on Liability of Seller and Others

  	
   

  	
  27

  
	
  Section 6.6.

  	
   

  	
  Seller May Own Certificates or Notes

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII   The Servicer

  	
   

  	
  28

  
	
  Section 7.1.

  	
   

  	
  Representations of Servicer

  	
   

  	
  28

  
	
  Section 7.2.

  	
   

  	
  Indemnities of Servicer

  	
   

  	
  29

  
	
  Section 7.3.

  	
   

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

  	
   

  	
  31

  
	
  Section 7.4.

  	
   

  	
  Limitation on Liability of Servicer and Others

  	
   

  	
  31

  
	
  Section 7.5.

  	
   

  	
  NH Credit Not to Resign as Servicer

  	
   

  	
  32

  
	
  Section 7.6.

  	
   

  	
  Servicer to Act as Administrator

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII   Default

  	
   

  	
  32

  
	
  Section 8.1.

  	
   

  	
  Servicer Default

  	
   

  	
  32

  
	
  Section 8.2.

  	
   

  	
  Appointment of Successor Servicer

  	
   

  	
  33

  
	
  Section 8.3.

  	
   

  	
  Notification to Noteholders and Certificateholders

  	
   

  	
  34

  
	
  Section 8.4.

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX   Termination

  	
   

  	
  35

  
	
  Section 9.1.

  	
   

  	
  Optional Purchase of All Receivables

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X   Miscellaneous Provisions

  	
   

  	
  36

  
	
  Section 10.1.

  	
   

  	
  Amendment

  	
   

  	
  36

  
	
  Section 10.2.

  	
   

  	
  Protection of Title to Trust

  	
   

  	
  38

  
	
  Section 10.3.

  	
   

  	
  Notices

  	
   

  	
  40

  
	
  Section 10.4.

  	
   

  	
  Assignment

  	
   

  	
  40

  
	
  Section 10.5.

  	
   

  	
  Limitations on Rights of Others

  	
   

  	
  40

  
	
  Section 10.6.

  	
   

  	
  Severability

  	
   

  	
  41

  
	
  Section 10.7.

  	
   

  	
  Separate Counterparts

  	
   

  	
  41

  
	
  Section 10.8.

  	
   

  	
  Headings

  	
   

  	
  41

  
	
  Section 10.9.

  	
   

  	
  Governing Law

  	
   

  	
  41

  
	
  Section 10.10.

  	
   

  	
  Assignment to Indenture Trustee

  	
   

  	
  41

  
	
  Section 10.11.

  	
   

  	
  Nonpetition Covenants

  	
   

  	
  41

  



 



 ii
 








 


	
  Section 10.12.

  	
   

  	
  Limitation of Liability of Trustee and Indenture
  Trustee

  	
   

  	
  42

  
	
  Section 10.13.

  	
   

  	
  Conditions Precedent to Other Financing Transactions

  	
   

  	
  42

  
	
  Section 10.14.

  	
   

  	
  Information Requests

  	
   

  	
  42

  
	
  Section 10.15.

  	
   

  	
  Information to Be Provided by the Indenture Trustee.

  	
   

  	
  42

  



 



 iii














SALE AND SERVICING AGREEMENT (as
amended or otherwise modified, this “Agreement”)
dated as of March 1, 2007 among CNH EQUIPMENT TRUST 2007-A, 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 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,”


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


(e)                                  References to any law
or regulation refer to that law or regulation as amended from time to time and
include any successor law or regulation.


(f)                                    References to any
agreement refer to that agreement as from time to time amended or supplemented
or as the terms of such agreement are waived or modified in accordance with its
terms.


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


ARTICLE
II

Conveyance of Receivables and Grant of Security

Interest in the Backup Servicer Account


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


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


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


(iii)                               any
proceeds with respect to the Initial Receivables from claims on insurance
policies covering Financed Equipment or Obligors;


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


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



 2
 








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


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


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


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


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


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


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


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


(iii)                               any
proceeds with respect to such Subsequent Receivables from claims on insurance
policies covering Financed Equipment or Obligors;


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



 3
 








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


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


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


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


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


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


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


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


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


(vi)                              the
Receivables in the Trust, including the Subsequent Receivables to be conveyed
to the Trust on such Subsequent Transfer Date, shall meet the following
criteria: (A) each of the Receivables is a Retail Installment Contract,
(B) the weighted average original term of the Receivables in the Trust
will not be greater than 55 months, and (C) not more than 35% of the
aggregate Contract Value of the Receivables in the Trust will represent
Contracts for the financing of construction equipment, (D) each Receivable
has a remaining term to maturity of not more than 72 months and (E) each
Receivable has a Statistical Contract Value as of the applicable Cutoff Date
that (when combined with the Statistical Contract Value of any other
Receivables with the same or an affiliated Obligor) does not exceed 1% of the
aggregate Statistical Contract Value of all the Receivables;


(vii)                           the
Funding Period shall not have terminated;



 4
 








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


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


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


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


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


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


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


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


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


(c)                                  The Seller covenants
to transfer to the Issuing Entity pursuant to clause (a)
Subsequent Receivables with an aggregate Contract Value approximately equal to
$286,174,616.79 subject only to availability thereof.



 5
 








ARTICLE
III

The Receivables


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


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


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


(b)                                 All Filings Made.
All filings (including UCC filings) necessary in any jurisdiction to give the
Issuer a first priority perfected ownership interest in the Receivables, and to
give the Indenture Trustee a first priority perfected security interest
therein, have been made.


(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, CNHCA’s representations and warranties made
pursuant to Section 3.2(b) of the
Liquidity Receivables Purchase Agreement, or CNHCA’s



 6
 








representations and warranties made pursuant to Section 3.2(b) of the Purchase
Agreement.  Unless any such breach 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 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 repurchased by the Seller pursuant to this Agreement, the Issuing
Entity shall sell, transfer, assign, set over and otherwise convey to the
Seller, without recourse, representation or warranty, all of the Issuing Entity’s
right, title and interest in, to and under such Receivables, and all security
and documents relating thereto.


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


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


(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, in accordance with
its customary procedures, evidencing the security interest of NH Credit or, in
the case of a Receivable, CNHCA in the Financed Equipment; and


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



 7
 








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 failure on
its part, or its Affiliate’s part, to hold the Receivable Files and maintain
its accounts, records and computer systems as herein provided and promptly take
appropriate action to remedy any such failure. Nothing herein shall be deemed
to require an initial review or any periodic review by the Issuing Entity, the
Trustee or the Indenture Trustee of the Receivable Files.


(b)                                 Maintenance of and
Access to Records. The Servicer shall maintain each Receivable File at one
or more of its offices and/or one or more of its Affiliate’s offices; provided
that at no time shall a Receivable File be moved to an office or location
outside the geographic boundaries of the United States. 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



 8
 








custodian hereunder. 
Indemnification under this Section
shall survive the resignation or removal of the Servicer as custodian, the
resignation or removal of the Indenture Trustee or the termination of this
Agreement.


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


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 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 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



 9
 








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 such collection procedures as it follows with respect to all
comparable equipment receivables that it services for its Affiliates or
others.  The Servicer shall allocate
collections between principal and interest in accordance with the customary
servicing procedures it follows with respect to all comparable equipment
receivables that it services for its Affiliates or others.  The Servicer may grant extensions or
adjustments on a Receivable; provided,
however, that if the Servicer extends the date for final payment by
the Obligor of any Receivable beyond the Final Scheduled Maturity Date, it
shall promptly purchase the Receivable from the Issuing Entity in accordance
with Section 4.6.  The Servicer may, in its discretion, 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.  The Servicer shall not agree to any decrease
of the interest rate on any Receivable or reduce the aggregate amount of the
Scheduled Payments due on any Receivable except as required by law.


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 customary servicing procedures, to
repossess or otherwise convert the ownership of the Financed Equipment securing
any Receivable as to which the Servicer shall have determined eventual payment
in full is unlikely.  The Servicer shall
follow such customary and usual practices and 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 its discretion that such repair and/or repossession
will increase the Liquidation Proceeds by an amount greater than the amount of
such expenses.


Section 4.4.                                   Maintenance
of Security Interests in Financed Equipment.  The Servicer shall, in accordance with its
customary servicing procedures, take such steps as are necessary to maintain
perfection of the security interest created by each Receivable in the related
Financed Equipment. The Servicer is hereby authorized to take such steps as are
necessary to 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 or for any other reason.



 10
 








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, 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 customary servicing procedures, require that each
Obligor shall have obtained physical damage insurance covering the Financed
Equipment as of the execution of the Receivable.


Section 4.6.                                   Purchase
of Receivables upon Breach.  The
Servicer or the Trustee shall inform the other party, the Indenture Trustee,
the Seller, NH Credit and CNHCA promptly, in writing, upon the discovery of any
breach pursuant to Sections  4.2, 4.4 or 4.5.  Unless the
breach shall have been cured by the last day of the Collection Period in which
such breach is discovered, the Servicer shall purchase or shall cause CNHCA to
purchase any Receivable materially and adversely affected by such breach as of
such last day.  If the Servicer takes any
action during any Collection Period pursuant to Section 4.2 that impairs the rights of the Issuing Entity,
the Indenture Trustee, the Certificateholders or the Noteholders in any
Receivable or as otherwise provided in Section
4.2, the Servicer shall purchase or shall cause CNHCA to purchase
such 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 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 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 the Servicer shall deliver to the Trustee, the Indenture
Trustee, the Seller and the Backup Servicer, with a copy to the Rating Agencies
and the Counterparty, a Servicer’s Certificate 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.  Receivables to be repurchased by the Seller
or purchased by the Servicer shall be identified by the Servicer by account
number with respect to such Receivable (as specified in the Schedule of
Receivables delivered on the Closing Date or attached to the applicable
Subsequent Transfer Assignment).



 11
 








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


(c)                                  The Servicer shall
deliver to the Trustee, the Indenture Trustee, the Counterparty 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 certification required by this paragraph may be replaced, at the
Servicer’s option, by any similar 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



 12
 








provided in Rule 15d-22 under the Exchange Act, the
Backup Servicer shall only be required to provide a copy of its annual SAS 70
report and its audited financial statements.


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


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



 13
 








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 Counterparty, the Certificateholders or the Noteholders shall have
any responsibility therefor. 
Notwithstanding the foregoing, the Backup Servicer as Successor Servicer
shall have the right to terminate any prior or existing subservicing
arrangement with or without cause.


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, the Counterparty 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, the Counterparty and the Certificateholders.


(ii)                                  The
Servicer, for the benefit of the Noteholders and the Counterparty, 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 and the Counterparty.


(iii)                               The
Servicer, for the benefit of the Noteholders and the Counterparty, 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 the Counterparty.


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


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



 14
 








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


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


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


(b)                                 Funds on deposit in
the Collection Account, the Note Distribution Account, the Spread Account, the
Pre-Funding Account, the Negative Carry Account and the Principal Supplement
Account, (collectively, the “Trust Accounts”)
and the Backup Servicer Account shall be invested or reinvested by the
Indenture Trustee in Eligible Investments selected by and as directed in
writing by the Servicer (which written direction may be in the form of standing
instructions) or if the Servicer fails to provide written direction, shall be
invested or reinvested by the Indenture Trustee in Eligible Investments
specified in paragraph (d)  of the
definition of “Eligible Investments” (without giving effect to the proviso
therein) as set forth in Appendix A to the Indenture; provided,
however, it is understood and agreed that the Indenture Trustee
shall not be liable for the selection of, or any loss arising from such
investment in, Eligible Investments. All such Eligible Investments shall be
held or controlled by the Indenture Trustee for the benefit of the Noteholders,
the Counterparty and the Certificateholders or the Noteholders and the
Counterparty, 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



 15
 








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 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, the Counterparty and the Certificateholders or the
Noteholders and the Counterparty, 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



 16
 








(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
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.                                   Interest
Rate Swap Agreement.  (a)  The Issuing Entity shall on or prior to the
Closing Date enter into the Interest Rate Swap Agreement with the Counterparty
for the benefit of the Noteholders and Certificateholders, such that the
aggregate notional amount under the Interest Rate Swap Agreement shall, at any
time, be equal to the Outstanding Amount of the Class A-4 Notes at such
time.  Net Swap Receipts shall be
deposited by the Indenture Trustee into the Collection Account on the day
received and shall constitute part of the Total Distribution Amount.  Subject to Section
5.6, on any Payment Date when there shall be a Net Swap Payment, the
Indenture Trustee shall pay such Net Swap Payment from the Total Distribution
Amount; and on any day when there shall be a Swap Termination Payment, the
Indenture Trustee shall pay such Swap Termination Payment from the Total
Distribution Amount.


(b)                                 The Interest Rate Swap
Agreement shall be in substantially the same form as the Interest Rate Swap
Agreement attached hereto as Exhibit G.


(c)                                  The Servicer (so long
as the Servicer is NH Credit), when required under the Interest Rate Swap
Agreement, shall cause the Issuing Entity to enter into a replacement Interest
Rate Swap Agreement.


Section 5.3.                                   Collections.  The Servicer shall, and shall cause any
subservicer to, remit within two Business Days of receipt thereof 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. 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



 17
 








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 customary 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
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
Servicer 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;



 18
 








(iv)                              to
the Note Distribution Account, the Net Swap Payment (including interest on any
overdue Net Swap Payment), if any;


(v)                                 to
the Note Distribution Account, the Class Interest Amount for each Class of
Class A Notes and the Priority Swap Termination Payment 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)                                   to
the Note Distribution Account, any Swap Termination Payment payable by the
Issuing Entity, to the extent not deposited pursuant to clause (v) above;


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



 19
 








paid on such Payment Date, and (iv) make any other
calculation, adjustment or correction that may be required as a result of any
payment made on the A-1 Note Final Scheduled Maturity Date.


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


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


(c)                                  Following: (i) the
payment in full of the aggregate Outstanding Amount of the Notes and of all
other amounts owing or to be distributed hereunder or under the Indenture to
the Noteholders, the Counterparty, 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) 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
sum of (x) the First Principal Payment Amount and the Noteholders’
Distributable Amount for a Payment Date, (y) the Net Swap Payment (including
interest on any overdue Net Swap Payment) for a Payment Date, if any, and (z)
the Priority Swap Termination Payment payable by the Issuing Entity, if any,
exceeds the amount deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii)
on such Payment Date, the Servicer shall instruct the Indenture Trustee on such
Payment Date to withdraw from the Spread Account on such Payment Date an amount
equal to such excess, to the extent of funds available therein, and deposit
such amount into the Note Distribution Account.


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


Section 5.8.                                   Pre-Funding
Account.  (a)  Subject to the proviso set forth in Section 5.1(a)(iv), on the Closing Date,
the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $286,174,616.79 from the net proceeds
of the sale of the Notes.  On each



 20
 








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


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


Section 5.9.                                   Negative
Carry Account.  Subject to the
proviso set forth in Section 5.1(a)(v),
on the Closing Date, the Seller shall deposit the Negative Carry Account
Initial Deposit into the Negative Carry Account. On each Payment Date, the
Servicer will instruct the Indenture Trustee to withdraw from the Negative
Carry Account and deposit into the Collection Account an amount equal to the
Negative Carry Amount for such Collection Period. If the amount on deposit in
the Negative Carry Account on any Payment Date (after giving effect to the
withdrawal therefrom of the Negative Carry Amount for such Payment Date) is
greater than the Required Negative Carry Account Balance, the excess will be
released to the Seller.


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



 21
 








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 to the Trustee, for the Trustee to forward to each
Certificateholder of record, a statement substantially in the form of Exhibits A and B, respectively, setting forth at least the following
information as to each Class of the Notes and the Certificates to the extent
applicable:


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


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


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


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


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


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


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


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


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


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


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


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


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


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



 22















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


(xvi)        the
amount of Net Swap Payments or Net Swap Receipts for the related Payment Date;


(xvii)       the
amount of Swap Termination Payment paid by the Issuing Entity on the related
Payment Date;


(xviii)      the
A-4 Note Rate for the next Interest Period;


(xix)         if
the related Payment Date falls in March 2009, September 2009 or March 2010;


(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.


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



 23
 









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 receipt
thereof, the Servicer will be permitted to make the deposit of collections net
of distributions, if any, to be made to the Servicer with respect to the
Collection Period.  The Servicer, however,
will account to the Trustee, the Indenture Trustee, the Noteholders and the
Certificateholders as if all deposits, distributions and transfers were made
individually.


Section 5.13.          Backup Servicer
Account.  (a)  On the Closing Date, the Seller, or the Servicer
on its behalf, shall deposit the Backup Servicer Account Initial Deposit into
the Backup Servicer Account. On each Payment Date to the extent that any Backup
Servicer Expenses are then due and payable, the Servicer will instruct the
Indenture Trustee in writing to withdraw an amount equal to such Backup
Servicer Expenses then due and payable, and distribute such amount to the
Person entitled thereto. If the amount on deposit in the Backup Servicer
Account on any Payment Date (after giving effect to the withdrawal therefrom
for the payment of Backup Servicer Expenses for such Payment Date) is greater
than the Backup Servicer Account Required Amount, the excess will be released
to the Seller; provided however,
such excess will only be released to the Seller (i) to the extent that all
reimbursable expenses of the Backup Servicer as set forth in the following
sentence that are due have been paid and (ii) so long as no Servicer Default
shall have occurred and be continuing. 
In addition, the amount on deposit in the Backup Servicer Account will
also be made available to pay reasonable costs and expenses (including attorney’s
fees) incurred by the Backup Servicer. 
The Seller (and any of its transferees and assignees) shall in no event
be required to refund any amounts properly distributed to it pursuant to this Section 5.13.


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


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


ARTICLE
VI

The Seller


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



 24
 









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, and had at all relevant times, and has, the power,
authority and legal right to service the Receivables.


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


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


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


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


(f)            No Proceedings. As of the date of
the Underwriting Agreement, 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



 25
 









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 on the Prospectus; and


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 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



 26
 









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 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.



 27
 









Section 6.6.            Seller May Own
Certificates or Notes.  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.


ARTICLE
VII

The Servicer


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


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


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



 28
 









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.


(f)            No Proceedings. As of the date of
the Underwriting Agreement, 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 Prospectus; and


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


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


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


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


(ii)           any
taxes that may at any time be asserted against any such Person with respect to
the transactions contemplated herein, including any sales, gross receipts,
general corporation, tangible personal property, privilege or license taxes
(but, in the case



 29
 









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 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.



 30
 









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, or (c) that may succeed to the
properties and assets of the Servicer substantially as a whole, which Person
(in any of the foregoing circumstances) executes an agreement of assumption to
perform every obligation of the Servicer hereunder (or is deemed by law to have
assumed such obligations), shall be the successor to the Servicer under this
Agreement without further act on the part of any of the parties to this
Agreement; provided, however,
that: (i) immediately after giving effect to such transaction, no Servicer
Default, and no event that, after notice or lapse of time, or both, would
become a Servicer Default shall have occurred and be continuing, (ii) the
Servicer shall have delivered to the Trustee and Indenture Trustee an Officer’s
Certificate and an Opinion of Counsel each stating that such consolidation,
merger or succession 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 and the Counterparty shall have
received at least ten days’ prior written notice of such transaction and (iv)
the Servicer shall have delivered to the Trustee and the Indenture Trustee an
Opinion of Counsel either: (A) stating that, in the opinion of such counsel,
all financing statements, continuation statements and amendments thereto have
been executed and filed that are necessary fully to preserve and protect the
interest of the Trustee and the Indenture Trustee, respectively, in the
Receivables and reciting the details of such filings, or (B) stating that, in
the opinion of such counsel, no such action shall be necessary to preserve and
protect such interests. Notwithstanding anything herein to the contrary, the
execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) shall be conditions to the
consummation of the transactions referred to in clauses (a), (b) or (c); provided, however, that this Section 7.3 shall not apply to mergers or
consolidations of the Backup Servicer in its capacity as Successor Servicer
within The Bank of New York Trust Company, N.A.


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



 31
 









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 Counterparty, the
Backup Servicer and the Indenture Trustee at the earliest practicable time
(and, if such communication is not in writing, shall be confirmed in writing at
the earliest practicable time) and any such determination shall be evidenced by
an Opinion of Counsel to such effect delivered to the Trustee, the Counterparty
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



 32
 









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 Seller or the Servicer; or


(d)           the failure by NH Credit as Servicer to
engage a replacement Backup Servicer within one hundred eighty days after the
date that SST is terminated as Backup Servicer, unless SST is terminated as
Backup Servicer pursuant to Section 2.3
of the Backup Servicing Agreement, in which case a Backup Servicer will no
longer be required, notwithstanding anything in the Basic Documents to the
contrary; then, and in each and every case, so long as the Servicer Default
shall not have been remedied, either the Indenture Trustee, or the Holders of
Notes evidencing not less than 25% of the Outstanding Amount of the Notes, by
notice then given in writing to the Servicer and to any Backup Servicer that is
engaged at that time (and to the Indenture Trustee and the Trustee if given by
the Noteholders), may terminate all the rights and obligations (other than the
obligations set forth in Section 7.2)
of the Servicer under this Agreement; provided,
however, that the Backup Servicer, acting as Successor Servicer, may
not be terminated for a Servicer Default set forth in Section 8.1(b) or (c) 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 purposes of such notice of termination, 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 and the
Counterparty.


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,



 33
 









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


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


(c)           Subject to the last sentence of clause (a),
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 Counterparty, the Backup
Servicer and the Rating Agencies.



 34
 









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 adversely affect the
Indenture Trustee or the Noteholders) may, on behalf of all the Noteholders and
Certificateholders, waive in writing any default by the Servicer in the
performance of its obligations hereunder and its consequences, except a default
in making any required deposits to or payments from any of the Trust Accounts
or the Backup Servicer Account in accordance with this Agreement.  Upon any such waiver of a past default, such
default shall cease to exist, and any Servicer Default arising therefrom shall
be deemed to have been remedied for every purpose of this Agreement.  No such waiver shall extend to any subsequent
or other default or impair any right consequent thereto.


ARTICLE
IX

Termination


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


(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 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;



 35
 









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


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


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


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


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


(c)           As described in Article
IX of the Trust Agreement, notice of any termination of the Trust shall be
given by the Servicer to the Trustee, the Indenture Trustee and the Backup
Servicer as soon as practicable after the Servicer has received notice
thereof.  In addition, the Servicer shall
give notice of termination of the Trust to the Counterparty.


(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.  The Agreement may be amended from time to
time by a written amendment duly executed and delivered 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 cure any ambiguity, to correct or supplement any provisions in this
Agreement, to modify, delete or add any provision hereof relating to the rights
and obligations of the Backup Servicer, or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions in
this Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholders; provided, however,
that such action shall not, as evidenced by an Officer’s Certificate of the
Seller delivered to the Trustee and the Indenture Trustee, (i) adversely affect
in any material respect the interests of any Noteholder or Certificateholder or
(ii) (a) adversely affect the Counterparty’s rights or obligations under the
Class A-4 Swap Agreement, or (b) adversely modify the obligations of, or
adversely impact the ability of, the Issuing Entity to fully perform any of the
Issuing Entity’s obligations under such Swap Agreement.  An amendment shall be deemed not to adversely
affect in any material respect the interests of any Class of Notes if the
Rating Agency Condition has been satisfied with respect to such amendment for
such Class of Notes.



 36
 









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


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


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


Promptly after the execution of any such amendment or consent (or, in
the case of the Rating Agencies and the Counterparty, 10 days prior thereto),
the Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Indenture Trustee, each of
the Rating Agencies and the Counterparty.


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, any term or provision
of this Agreement may be amended by the Seller, the Servicer and the Issuing
Entity without the consent of any of the Noteholders, Certificateholders 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.



 37
 









If any amendment or supplement would either: (1) materially and
adversely affect any of the Counterparty’s rights or obligations under the
Interest Rate Swap Agreement or any other Basic Document; or (b) materially and
adversely modify the obligations of, or materially and adversely impact the
ability of, the Trust to fully perform any of the Trust’s obligations under the
Interest Rate Swap Agreement, the Trust and the Indenture Trustee shall be
required to first obtain the written consent of the Counterparty before
entering into any such amendment or supplement.


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, could or might make any financing statement or continuation
statement filed in accordance with paragraph (a)  seriously misleading within the applicable
provisions of the UCC, unless it shall have given the Trustee and the Indenture
Trustee at least five days’ prior written notice thereof and shall have
promptly filed 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 at least 60 days’ prior written notice of any relocation of its
principal executive office or its “location” as defined in Section 9-307 of the
UCC if, as a result of such relocation, the applicable provisions of the UCC
would require the filing of any amendment of any previously filed financing or
continuation statement or of any new financing statement and shall promptly
file any such amendment. The Servicer shall at all times maintain each office
from which it shall service Receivables, and its “location” (as defined in
Section 9-307 of the UCC), within the United States of America.


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


(e)           The Servicer shall
maintain its computer systems so that, from and after the time of sale under
this Agreement of the Receivables, the Servicer’s master computer records
(including any backup archives) that refer to a Receivable shall indicate
clearly the interest of the Issuing Entity and the Indenture Trustee in such
Receivable and that such Receivable is owned by the Issuing Entity and has been
pledged to The Bank of New York Trust Company, N.A., as



 38
 









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.


(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.


(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


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



 39
 









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, the Counterparty or the
Rating Agencies under this Agreement shall be in writing, personally delivered
or mailed by certified mail, return receipt requested, and shall be deemed to
have been duly given upon receipt:  (a) in
the case of the Seller, to CNH Capital Receivables LLC, 100 South Saunders
Road, Lake Forest, Illinois 60045, Attention: 
Treasurer (telephone (847) 735-9200), (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); with a copy to:  New Holland Credit Company, LLC, 100 South
Saunders Road, Lake Forest, Illinois 60045, Attention:  Senior Counsel, (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 Credit Suisse International as the Counterparty, to Credit Suisse
International, One Cabot Square, London E14
4QJ, England, Attention: (1) Head of Credit Risk Management; (2) Managing
Director - Operations Department; (3) Managing Director - Legal
Department, Telex No.: 264521, Answerback: CSI G, with a copy to: Facsimile No.: 44 20 7888 2686, Attention: Managing
Director - Legal Department, telephone number for oral confirmation of
receipt of facsimile in legible form: 44 20 7888 2028, and in the case of any
other Counterparty, the address set forth in Section 11.4(c) of the Indenture
or at any other address previously furnished in writing to the Issuing Entity,
the Servicer or the Indenture Trustee by such Counterparty, (f) in the case of
Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department, 99
Church Street, New York, New York 10007, (g) 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 (h) in the case of Fitch, to Fitch, Inc., 55 East
Monroe Street, Suite 3500, Chicago, Illinois 60603, Attention:  ABS Monitoring — Equipment Loans.


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


Section 10.5.          Limitations on Rights
of Others.  The provisions of
this Agreement are solely for the benefit of the Seller, the Servicer, the
Issuing Entity, the Trustee, the Certificateholders, the Indenture Trustee, the
Counterparty and the Noteholders, and nothing in



 40
 









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 and the Counterparty 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 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



 41
 









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, except as expressly provided in the Trust Agreement, 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 Trust Company, N.A., not in its individual capacity but
solely as Indenture Trustee, and in no event shall The Bank of New York 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 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.



 42
 









(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 2008, 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; and


(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.


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.


(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 2007-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
   

  	
  not in its individual capacity, but

  
	
   

  	
   

  	
  solely as Trustee of the Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Perkins

  
	
   

  	
   

  	
  Name:

  	
  Robert J.
  Perkins

  
	
   

  	
   

  	
  Title:

  	
  Sr. Financial
  Services Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  CNH CAPITAL RECEIVABLES, LLC

  
	
   

  	
  as Seller

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian J. O’Keane

  
	
   

  	
   

  	
  Name:

  	
  Brian J. O’Keane

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW HOLLAND CREDIT COMPANY, LLC

  
	
   

  	
  as Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian J. O’Keane

  
	
   

  	
   

  	
  Name:

  	
  Brian J. O’Keane

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Acknowledged and Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  	
   

  
	
  not in its
  individual capacity

  	
   

  	
   

  
	
  but solely as
  Indenture Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Keith Richardson

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Keith Richardson

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
									



 



 S-1















EXHIBIT A

to Sale and Servicing Agreement


FORM OF NOTEHOLDER’S

STATEMENT PURSUANT TO SECTION 5.11(a)


Payment Date:


(ii)                                  Amount of principal
being paid on Notes:


	
  A-1 Notes:

  	
  ($     per $1,000 original
  principal amount)

  
	
   

  	
   

  
	
  A-2 Notes:

  	
  ($     per $1,000 original
  principal amount)

  
	
   

  	
   

  
	
  A-3 Notes:

  	
  ($     per $1,000 original
  principal amount)

  
	
   

  	
   

  
	
  A-4 Notes:

  	
  ($     per $1,000 original
  principal amount)

  
	
   

  	
   

  
	
  Class B Notes:

  	
  ($     per $1,000 original
  principal amount)

  



(iii)                               Amount of interest being
paid on Notes:


	
  A-1 Notes:

  	
  ($     per $1,000 original
  principal amount)

  
	
   

  	
   

  
	
  A-2 Notes:

  	
  ($     per $1,000 original
  principal amount)

  
	
   

  	
   

  
	
  A-3 Notes:

  	
  ($     per $1,000 original
  principal amount)

  
	
   

  	
   

  
	
  A-4 Notes:

  	
  ($     per $1,000 original
  principal amount)

  
	
   

  	
   

  
	
  Class B Notes:

  	
  ($     per $1,000 original
  principal amount)

  



(iv)                              Pool Balance at end of
the preceding Collection Period:


(v)                                 After giving effect to
distributions on this Payment Date:


(1)                                  Outstanding
Amount of A-1 Notes:


(2)                                  Outstanding
Amount of A-2 Notes:


(3)                                  Outstanding
Amount of A-3 Notes:


(4)                                  Outstanding
Amount of A-4 Notes:


(5)                                  Outstanding
Amount of Class B Notes:


(6)                                  A-1
Note Pool Factor:


(7)                                  A-2
Note Pool Factor:


(8)                                  A-3
Note Pool Factor:


(9)                                  A-4
Note Pool Factor:


(10)                            Class
B Note Pool Factor:


(vi)                              Amount of Backup Servicer
Fee:       ($            
per $1,000 original principal amount)


(vii)                           Amount of Servicing Fee:       ($          
per $1,000 original principal amount)


(viii)                        Amount of Administration Fee:       ($        
per $1,000 original principal amount)


(ix)                                Aggregate Amount of
Realized Losses for the Collection Period:


(x)                                   Aggregate Purchase
Amounts for the Collection Period: 


(xi)                                Balance of Spread
Account:



 A-1
 









(xii)                             Pre-funded Amount:


(xiii)                          Balance of Principal
Supplement Account:


(xiv)                         Balance of Negative Carry
Account:


(xv)                            Amount of Net Swap Payment
or Net Swap Receipt:


(xvi)                         Amount of Swap Termination
Payment paid by the Issuing Entity:


(xvii)                      A-4 Note Rate for the next
Interest Period:


(xviii)                   If the related Payment Date is in
March 2009, September 2009 or March 2010:


	
  (1) Average Delinquency
  Ratio:

  	
   

  	
   

  
	
  (2) Average Delinquency
  Ratio Test is met:

  	
   

  	
  Yes

  	
  No

  
	
  (3) Cumulative Net Loss
  Ratio:

  	
   

  	
   

  	
   

  
	
  (4) Cumulative Net Loss
  Ratio Test is met:

  	
   

  	
  Yes

  	
  No

  
	
  (5) Specified Spread
  Account Reduction Trigger is met:

  	
   

  	
  Yes

  	
  No

  



(xix)                           Specified
Spread Account Balance:



 A-2















EXHIBIT B

to Sale and Servicing Agreement


FORM OF CERTIFICATEHOLDER’S

STATEMENT PURSUANT TO SECTION 5.11(a)


Payment Date:


(i)                                     Amount of
principal being paid or distributed:


	
  

  	
  (1)

  	
  A-1 Notes:

  	
   

  
	
   

  	
  (2)

  	
  A-2 Notes:

  	
   

  
	
   

  	
  (3)

  	
  A-3 Notes:

  	
   

  
	
   

  	
  (4)

  	
  A-4 Notes:

  	
   

  
	
   

  	
  (5)

  	
  Class B Notes:

  	
   

  
	
  (a)

  	
  Total:

  	
  ($                per
  $1,000 original principal amount)

  



(ii)                                  Amount of interest
being paid or distributed:


	
  (a)

  	
  (1)

  	
  A-1 Notes:

  	
   

  
	
   

  	
  (2)

  	
  A-2 Notes:

  	
   

  
	
   

  	
  (3)

  	
  A-3 Notes:

  	
   

  
	
   

  	
  (4)

  	
  A-4 Notes:

  	
   

  
	
   

  	
  (5)

  	
  Class B Notes:

  	
   

  
	
  (b)

  	
  Total:

  	
  ($                per
  $1,000 original principal amount)

  



(iii)                               Amount being distributed
to the Certificateholders: 


(iv)                              Pool Balance at end of
the preceding Collection Period: 


(v)                                 After giving effect to
distributions on this Payment Date:


	
  (a)

  	
  (1)

  	
  Outstanding Amount of A-1 Notes:

  
	
   

  	
  (2)

  	
  Outstanding Amount of A-2 Notes:

  
	
   

  	
  (3)

  	
  Outstanding Amount of A-3 Notes:

  
	
   

  	
  (4)

  	
  Outstanding Amount of A-4Notes:

  
	
   

  	
  (5)

  	
  Outstanding Amount of Class B Notes:

  
	
   

  	
  (6)

  	
  A-1 Note Pool Factor:

  
	
   

  	
  (7)

  	
  A-2 Note Pool Factor:

  
	
   

  	
  (8)

  	
  A-3 Note Pool Factor:

  
	
   

  	
  (9)

  	
  A-4 Note Pool Factor:

  
	
   

  	
  (10)

  	
  Class B Note Pool Factor:

  



(vi)                              Amount of Backup Servicer
Fee:       ($       
per $1,000 original principal amount)


(vii)                           Amount of Servicing Fee:       ($         
per $1,000 original principal amount)


(viii)                        Amount of Administration Fee:       ($         
per $1,000 original principal amount)


(ix)                                Aggregate Amount of
Realized Losses for the Collection Period:


(x)                                   Aggregate Purchase
Amounts for the Collection Period: 


(xi)                                Balance of Spread
Account:


(xii)                             Pre-Funded Amount:


(xiii)                          Balance of Negative Carry
Account:


(xiv)                         Amount of Net Swap Payment or
Net Swap Receipt:


(xv)                            Amount of Swap Termination
Payment paid by the Issuing Entity:


(xvi)                         A-4 Note Rate for the next
Interest Period:


(xvii)                      If
the related Payment Date is in March 2009, September 2009 or March 2010:



 B-1
 









 


	
  (1) Average Delinquency
  Ratio:

  	
   

  	
   

  	
   

  
	
  (2) Average Delinquency
  Ratio Test is met:

  	
   

  	
  Yes

  	
  No

  
	
  (3) Cumulative Net Loss
  Ratio:

  	
   

  	
   

  	
   

  
	
  (4) Cumulative Net Loss
  Ratio Test is met:

  	
   

  	
  Yes

  	
  No

  
	
  (5) Specified Spread
  Account Reduction Trigger is met:

  	
   

  	
  Yes

  	
  No

  



(xviii)                   Specified
Spread Account Balance:



 B-2















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 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

100 South Saunders Road

Lake Forest, Illinois  60045

Attention:  Treasurer


Fitch,
Inc.

55 East Monroe Street, Suite 3500

Chicago, Illinois  60603

Attention:  ABS Monitoring – Equipment Loans


Moody’s
Investors Service, Inc.

ABS Monitoring Department

99 Church 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:  John J. Chappell and Joseph D. Booz


Credit Suisse International


One Cabot Square


London E14 4QJ, England



 C-1
 









Attention:


(1) Head of Credit Risk Management;


(2) Managing Director - Operations Department;


(3) Managing
Director - Legal Department



 C-2
 









Class A-1 Asset-Backed
Notes


Class A-2 Asset-Backed
Notes


Class A-3 Asset-Backed
Notes


Class A-4 Asset-Backed
Notes


Class B
Asset-Backed Notes


Determination
Date:


DISTRIBUTIONS


	
  (1)

  	
  Total Distribution Amount

  	
  $

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  Backup Servicer Fee

  	
  $

  
	
   

  	
   

  	
   

  
	
  (3)

  	
  Servicing Fee

  	
  $

  
	
   

  	
   

  	
   

  
	
  (4)

  	
  Administration Fee

  	
  $

  
	
   

  	
   

  	
   

  
	
  (5)

  	
  Net Swap Payment

  	
  $

  
	
   

  	
   

  	
   

  
	
  (6)

  	
  Priority Swap Termination Payment Payable by the
  Issuing Entity

  	
  $

  
	
   

  	
   

  	
   

  
	
  (7)

  	
  Class A Noteholders’ Class Interest Amount

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  ·  Interest
  on Class A Notes ($                  )

  ·  Class
  A Noteholders’ Class Interest Shortfall, if any ($                  )

  	
   

  
	
   

  	
   

  	
   

  
	
  (8)

  	
  First Principal Payment Amount

  	
  $

  
	
   

  	
   

  	
   

  
	
  (9)

  	
  Class B Noteholders’ Class Interest Amount

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  ·  Interest
  on Class B Notes ($                  )

  ·  Class
  B Noteholders’ Class Interest Shortfall ($                  )

  	
   

  
	
   

  	
   

  	
   

  
	
  (10)

  	
  Note Monthly Principal Distributable Amount

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  ·  Principal
  on Class A-1 Notes ($                  )

  ·  Principal
  on Class A-2 Notes ($                  )

  ·  Principal
  on Class A-3 Notes ($                  )

  ·  Principal
  on Class A-4 Notes ($                  )

  ·  Principal
  on Class B Notes ($                  )

  	
   

  
	
   

  	
   

  	
   

  
	
  (11)

  	
  NOTEHOLDERS’ DISTRIBUTABLE
  AMOUNT

  	
  $

  
	
   

  	
  (7)+(8)+(9)+(10)

  	
   

  



 



 C-3
 









 


	
  (12)

  	
  Deposit to Note Distribution Account

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  ·  Excess,
  if any, of Total Distribution Amount (1), less the Priority Swap Termination
  Payment payable by the Issuing Entity (6), less the Net Swap Payment (5),
  less the Administration Fee (4), less the Servicing Fee (3), less the Backup
  Servicer Fee (2)

  ·  Withdrawal
  from the Spread Account pursuant to  Section 5.7(d) (see 21)

  ·  Withdrawal
  from Principal Supplement Account pursuant to  Section 5.10

  ·  But
  not greater than the Noteholders’ Distributable Amount (11)

  	
   

  
	
   

  	
   

  	
   

  
	
  (13)

  	
  Deposit to Spread Account pursuant to  Section
  5.6(b)(ix)

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  ·  Excess,
  if any, of Total Distribution Amount (1), less the Priority Swap Termination
  Payment payable by the Issuing Entity (6), less the Net Swap Payment (5),
  less the Administration Fee (4), less the Servicing Fee (3), less the Backup
  Servicer Fee (2), less the Noteholders’ Distributable Amount (11), less the
  First Principal Payment Amount (8)

  ·  But
  not greater than Item (20) below

  	
   

  
	
   

  	
   

  	
   

  
	
  (14)

  	
  Swap Termination payment Pursuant to  Section
  5.6(b)(x)

  	
   

  
	
   

  	
   

  	
   

  
	
  (15)

  	
  Backup Servicer accrued and unpaid reimbursable
  expenses

  	
  $

  
	
   

  	
   

  	
   

  
	
  (16)

  	
  Servicer accrued and unpaid reimbursable expenses

  	
  $

  
	
   

  	
   

  	
   

  
	
  (17)

  	
  Deposit to Certificate Distribution Account

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  ·  Excess,
  if any, of Total Distribution Amount (1), less Servicer accrued and unpaid
  reimbursable expenses (16), less Backup Servicer accrued and unpaid
  reimbursable expenses (15), less the Deposit to Spread Account (13), less the
  Noteholders’ Distributable Amount (11), less the Priority Swap Termination
  Payment payable by the Issuing Entity (6), less the First Principal Payment
  Amount (8), less the Net Swap Payment (5), less the Administration Fee (4),
  less the Servicing Fee (3), less the Backup Servicer Fee (2)

  	
   

  
	
   

  	
   

  	
   

  
	
  SPREAD
  ACCOUNT

  
	
   

  	
   

  	
   

  
	
  (18)

  	
  Spread Account Balance as of Determination Date
  (prior to any deposits or withdrawals)

  	
  $

  
	
   

  	
   

  	
   

  
	
  (19)

  	
  Specified Spread Account Balance (after all
  distributions and adjustments)

  	
  $

  



 



 C-4
 









With respect to
any Payment Date in March 2009, September 2009 or March 2010:


A. Average
Delinquency Ratio Test


·                  Average
Delinquency Ratio


·                  Average
Delinquency Ratio Test is met


on such Payment
Date
                                      Yes
            No
           


B. Cumulative
Net Loss Ratio Test


·                  Cumulative
Net Loss Ratio


·                  Cumulative
Net Loss Ratio Test is met


on such Payment
Date
                                      Yes
       No       


C. Specified
Spread Account Reduction Trigger


·                  Specified
Spread Account Trigger is met


on such Payment
Date
                                      Yes
       No       


	
  (20)

  	
  Limit on Deposit to the Spread Account

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  ·  The
  excess, if any, of the Specified Spread Account Balance (19) less the Spread
  Account Balance as of the Determination Date (prior to any deposits or
  withdrawals) (18)

  	
   

  
	
   

  	
   

  	
   

  
	
  (21)

  	
  Withdrawal from Spread Account distributed to Seller
  (as permitted in  Sections 5.7(b) and  (c)
  of the Sale and Servicing Agreement)

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  ·  The
  excess, if any, of the Spread Account Balance as of the Determination Date
  (prior to any deposits or withdrawals) (18) less the Specified Spread Account
  Balance (19)

  ·  But  zero,
  if (a) the sum of the Pool Balance (24) and the Pre-Funded Amount as of the
  first day of the Collection Period; is less than (b) the sum of the Note
  Balance

  	
   

  
	
   

  	
   

  	
   

  
	
  (22)

  	
  Withdrawal from Spread Account pursuant to  Section
  5.7(d) to be deposited in the Note Distribution Account

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  ·  Excess,
  if any, of the sum of the First Principal Payment Amount (8), the
  Noteholders’ Distributable Amount (11), the Net Swap Payment (5), and the
  Priority Swap Termination Payment payable by the Issuing Entity (6), less the
  Total Distribution Amount (1), less the Administration Fee (4), less the
  Servicing Fee (3), less the Backup Servicer Fee (2)

  ·  But
  not Greater than the Spread Account Balance (18)

  	
   

  
	
   

  	
   

  	
   

  
	
  (23)

  	
  Final Spread Account Balance (18) + (20) – (21) –
  (22)

  	
  $

  



 



 C-5
 









 


	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  (24)

  	
  Pool Balance at the beginning of this Collection
  Period

  	
  $

  
	
   

  	
   

  	
   

  
	
  (25)

  	
  After giving effect to all distributions on the
  Payment Date during this Collection Period:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (a) Outstanding Amount of A-1 Notes A-1 Note Pool
  Factor (.)

  	
  $

  
	
   

  	
  (b) Outstanding Amount of A-2 Notes A-2 Note Pool
  Factor (.)

  	
  $

  
	
   

  	
  (c) Outstanding Amount of A-3 Notes A-3 Note Pool
  Factor (.)

  	
  $

  
	
   

  	
  (d) Outstanding Amount of A-4 Notes A-4 Note Pool
  Factor (.)

  	
  $

  
	
   

  	
  (f) Outstanding Amount of Class B Notes Class B Note
  Pool Factor (.)

  	
  $

  
	
   

  	
   

  	
   

  
	
  (26)

  	
  Aggregate Purchase Amounts for the preceding
  Collection Period

  	
  $

  
	
   

  	
   

  	
   

  
	
  (27)

  	
  Asset Balance at the beginning of this Collection
  Period

  	
  $

  



 



 C-6















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
March 1, 2007 (the “ Sale and Servicing
Agreement “) among the undersigned, New Holland Credit Company, LLC
(“ NH Credit “) and CNH Equipment
Trust 2007-A (the “Issuing Entity
“), the undersigned does hereby sell, assign, transfer set over and otherwise
convey unto the Issuing Entity, without recourse, all of its right, title and
interest in, to and under:  (a) the Initial Receivables, which are listed
on 
Schedule A  hereto,
including all documents constituting chattel paper included therewith, and all
obligations of the Obligors thereunder, including all monies paid thereunder on
or after the Initial Cutoff Date, (b) the security interests in the Financed
Equipment granted by Obligors pursuant to the Initial Receivables and any other
interest of the undersigned in such Financed Equipment, (c) any proceeds with
respect to the Initial Receivables from claims on insurance policies covering
Financed Equipment or Obligors, (d) the Liquidity Receivables Purchase
Agreement (only with respect to Owned Contracts included in the Initial
Receivables) and the Purchase Agreement, including the right of the undersigned
to cause CNH Capital America LLC (“ CNHCA
“) to repurchase Receivables from the undersigned under the circumstances
described therein, (e) any proceeds from recourse to Dealers with respect to
the Initial Receivables, (f) any Financed Equipment that shall have secured an
Initial Receivable and that shall have been acquired by or on behalf of the
Trust, (g) all funds on deposit from time to time in the Trust Accounts,
including the Spread Account Initial Deposit, any Principal Supplement
Account  Deposit, the Negative Carry Account Initial Deposit and the
Pre-Funded Amount, and in all investments and proceeds thereof (including all
income thereon), and (h) the proceeds of any and all of the foregoing. The
foregoing sale does not constitute and is not intended to result in any
assumption by the Issuing Entity of any obligation of the undersigned to the
Obligors, insurers or any other person in connection with the Initial
Receivables, Receivables Files, any insurance policies or any agreement or
instrument relating to any of them.


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



 D-1















IN WITNESS WHEREOF, the
undersigned has caused this Assignment to be duly executed as of March
   , 2007.


	
  

  	
  CNH CAPITAL RECEIVABLES LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 D-2















SCHEDULE A

to Assignment


SCHEDULE OF INITIAL RECEIVABLES

[ON FILE WITH THE INDENTURE TRUSTEE AND INCORPORATED BY

REFERENCE HEREIN]



 D-3















EXHIBIT E

to Sale and Servicing Agreement


FORM OF SUBSEQUENT TRANSFER ASSIGNMENT


For value received, in
accordance with and subject to the Sale and Servicing Agreement dated as of
March 1, 2007 (the “Sale and Servicing
Agreement”) among CNH Equipment Trust 2007-A, Delaware statutory
trust (the “ Issuing Entity “),
CNH Capital Receivables LLC, a Delaware limited liability company (the “ Seller “), and New Holland Credit
Company, LLC, a Delaware limited liability company (“NH Credit”), the Seller
does hereby sell, transfer, assign, set over and otherwise convey to the
Issuing Entity, without recourse, all of its right, title and interest in, to
and under: (a) the Subsequent Receivables, with an aggregate Contract Value
equal to $[                    ],
listed on 
Schedule A hereto, including all documents constituting
chattel paper included therewith, and all obligations of the Obligors
thereunder including all monies paid thereunder on or after the Subsequent
Cutoff Date, (b) the security interests in the Financed Equipment granted by
Obligors pursuant to such Subsequent Receivables and any other interest of the
Seller in such Financed Equipment, (c) any proceeds with respect to such
Subsequent Receivables from claims on insurance policies covering Financed Equipment
or Obligors, (d) the Liquidity Receivables Purchase Agreement (only with
respect to Subsequent Receivables purchased by the Seller pursuant to those
Agreements) and the Purchase Agreement, including the right of the Seller to
cause CNHCA to repurchase Subsequent Receivables from the Seller under the
circumstances described therein, (e) any proceeds from recourse to Dealers with
respect to such Subsequent Receivables, (f) any Financed Equipment that shall
have secured any such Subsequent Receivables and that shall have been acquired
by or on behalf of the Trust, and (g) the proceeds of any and all of the
foregoing. The foregoing sale does not constitute and is not intended to result
in any assumption by the Issuing Entity of any obligation of the Seller to the
Obligors, insurers or any other person in connection with such Subsequent
Receivables, Receivable Files, any insurance policies or any agreement or
instrument relating to any of them.


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


IN WITNESS WHEREOF, the
undersigned has caused this Subsequent Transfer Assignment to be duly executed
as of
                                 ,
2007.


	
  

  	
  CNH CAPITAL RECEIVABLES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 E-1
 









SCHEDULE A

to Subsequent Transfer Assignment


SCHEDULE OF SUBSEQUENT RECEIVABLES

[ON FILE WITH THE INDENTURE TRUSTEE AND INCORPORATED BY

REFERENCE HEREIN.]



 E-2
 









ANNEX A

to Subsequent Transfer Assignment


OFFICER’S CERTIFICATE


I, the undersigned
officer of CNH Capital Receivables LLC. (the “Company”),
do hereby certify, pursuant to Section
2.2(b)(xv)  of the Sale and
Servicing Agreement dated as of March 1, 2007 among the Company, CNH Equipment
Trust 2007-A and New Holland Credit Company, LLC (the “ Agreement “), that (i) all of the
conditions precedent to the transfer to the Issuing Entity of the Subsequent
Receivables listed on Schedule A to the Subsequent Transfer Assignment
delivered herewith, and the other property and rights related to such
Subsequent Receivables as described in  Section 2.2(a) of the Agreement,
have been satisfied on or prior to the related Subsequent Transfer Date and
(ii) each statement of fact set forth in any Officer’s certificate executed by
an officer of the Company in connection with an Opinion of Counsel delivered on
the Closing Date with respect to a transfer of, or a security interest in, the
Receivables shall be true and correct as of the date hereof with respect to the
Subsequent Receivables listed on the aforementioned Schedule A.


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


IN WITNESS
WHEREOF, the undersigned has caused this certificate to be duly executed this
       day of
                     ,
2007.


	
  

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 



 E-3















EXHIBIT F

to Sale and Servicing Agreement


FORM OF ACCOUNTANTS’ LETTER IN CONNECTION

WITH THE SUBSEQUENT TRANSFER ASSIGNMENT PURSUANT TO

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


[Letterhead of Ernst & Young]


CNH
Capital Receivables LLC

100 South Saunders Road

Lake Forest, Illinois  60045


CNH
Equipment Trust 2007-A

c/o The Bank of New York

101 Barclay Street, Floor 8W

New York, New York  10286


Wilmington Trust Company


Rodney Square North,


1100 North Market Street,


Wilmington, Delaware
19890,


Attention:
Corporate Trust Administration


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

2 North LaSalle Street

Suite 1020

Chicago, Illinois 60602

Telephone:            (312) 827-8500

Facsimile:               (312) 827-8562

Attention:              Structured
Finance-ABS


Dear
Ladies and Gentlemen:


This letter is issued at the request of CNH Capital
Receivables LLC. (the “Seller”)
with respect to the sale of certain retail receivables (the “ Subsequent Receivables “) to the CNH
Equipment Trust 2007-A (the “ Trust
“) pursuant to the Sale and Servicing Agreement dated as of March 1, 2007 (the “Sale and Servicing Agreement”) among the
Trust, the Seller and New Holland Credit Company, LLC (the “Servicer”).  The sale of the Subsequent Receivables is
described in the prospectus dated March 5, 2007 and the prospectus supplement
dated March 6, 2007 (together, the “Prospectus”),
which relates to the offering by the Trust of 5.26338% Class A-1 Asset Backed Notes,
5.13% Class A-2 Asset Backed Notes, 4.99% Class A-3 Asset Backed Notes,
floating rate Class A-4 Asset Backed Notes and 5.09% Class B Asset Backed Notes
(collectively, the “ Notes “). 
Capitalized terms used herein and not otherwise defined have the meaning
described in the Prospectus or the Sale and Servicing Agreement, as applicable.
In



 F-1
 









connection therewith, we performed or have previously
performed certain agreed upon procedures as specified in the items below:


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


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


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


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


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


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


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


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


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



 F-2
 









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


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


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


Very truly yours,


ERNST & YOUNG



 F-3
 









SCHEDULE A

to Accountant’s Letter


	
  

  	
  Selection
  Criteria

  	
   

  	
  Results

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

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

  	
   

  	
   

  



 



 F-4
 









SCHEDULE B

to Accountant’s Letter


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


	
  

  	
   

  	
  Aggregate

  Contract Value

  of

  Construction

  Equipment

  	
   

  	
  Total Aggregate

  Contract Value

  	
   

  	
  Construction

  Equipment

  Percent of Total

  	
   

  
	
  Initial
  Receivables

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  
	
  Subsequent
  Receivables

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  
	
  Total Receivables

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  



 


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


	
  

  	
   

  	
  Total Aggregate

  Contract Value

  	
   

  	
  Weighted

  Average Original

  Term

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Initial
  Receivables

  	
   

  	
  $

  	
   

  	
   

  	
  months

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsequent
  Receivables

  	
   

  	
  $

  	
   

  	
   

  	
  months

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Receivables

  	
   

  	
  $

  	
   

  	
   

  	
  months

  	
   

  



 


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



 F-5















EXHIBIT G

to Sale and Servicing Agreement


FORM OF INITIAL INTEREST RATE SWAP AGREEMENT

[To be attached]



 G-1















EXHIBIT H


Minimum Servicing Criteria to be Addressed in

Assessment of Compliance Statement


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


	
  Reg AB
  Reference

  	
   

  	
  Servicing Criteria

  	
   

  	
  Applicable Servicing Criteria

  
	
   

  	
   

  	
  General Servicing Considerations

  	
   

  	
   

  
	
  1122(d)(1)(i)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(1)(ii)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(1)(iii)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(1)(iv)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
  Cash Collection and Administration

  	
   

  	
   

  
	
  1122(d)(2)(i)

  	
   

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

  	
   

  	
  X

  
	
  1122(d)(2)(ii)

  	
   

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

  	
   

  	
  X

  
	
  1122(d)(2)(iii)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(2)(iv)

  	
   

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

  	
   

  	
  X

  
	
  1122(d)(2)(v)

  	
   

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

  	
   

  	
  X

  
	
  1122(d)(2)(vi)

  	
   

  	
  Unissued checks are safeguarded so as to prevent
  unauthorized access.

  	
   

  	
  N/A

  
	
  1122(d)(2)(vii)

  	
   

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

  	
   

  	
  X

  



 



 H-1
 









 


	
  Reg AB
  Reference

  	
   

  	
  Servicing Criteria

  	
   

  	
  Applicable Servicing Criteria

  
	
   

  	
   

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

  	
   

  	
   

  
	
   

  	
   

  	
  Investor Remittances and Reporting

  	
   

  	
   

  
	
  1122(d)(3)(i)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(3)(ii)

  	
   

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

  	
   

  	
  X (solely with
  respect to remittances)

  
	
  1122(d)(3)(iii)

  	
   

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

  	
   

  	
  X

  
	
  1122(d)(3)(iv)

  	
   

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

  	
   

  	
  X

  
	
   

  	
   

  	
  Pool Asset Administration

  	
   

  	
   

  
	
  1122(d)(4)(i)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(4)(ii)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(4)(iii)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(4)(iv)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(4)(v)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(4)(vi)

  	
   

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

  	
   

  	
  N/A

  



 



 H-2
 









 


	
  Reg AB
  Reference

  	
   

  	
  Servicing Criteria

  	
   

  	
  Applicable Servicing Criteria

  
	
   

  	
   

  	
  documents.

  	
   

  	
   

  
	
  1122(d)(4)(vii)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(4)(viii)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(4)(ix)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(4)(x)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(4)(xi)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(4)(xii)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(4)(xiii)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(4)(xiv)

  	
   

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

  	
   

  	
  N/A

  
	
  1122(d)(4)(xv)

  	
   

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

  	
   

  	
  N/A

  



 



 H-3















EXHIBIT I


FORM OF INDENTURE TRUSTEE’S ANNUAL CERTIFICATION


Re:          CNH
Equipment Trust 2007-A


The Bank of New York 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 March 1, 2007, by and between New Holland Credit Company, LLC, the Seller
and CNH Equipment Trust 2007-A (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 TRUST COMPANY, N.A., 

not in its individual capacity but solely as Indenture Trustee


Date:


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  



 



 I-1















Schedule
P


1.             General.  The Sale and
Servicing Agreement creates, or with respect to the Receivables that are
Subsequent Receivables upon the transfer of such Subsequent Receivables
pursuant to the Subsequent Transfer Assignment will create, a valid and continuing
security interest (as defined in the applicable UCC) in all of CNHCR’s right,
title and interest in, to and under (i) the Receivables, (ii) the Financed
Equipment granted by Obligors pursuant to the Receivables and (iii) 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.


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 after the Issuing Entity
received a written acknowledgment from such custodian that it is acting solely
as agent of 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 the Liquidity
Receivables Purchase Agreement, which have been released, 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 Liquidity Receivables Purchase Agreement and the Prior
Securitization, each of which have been released (ii) that has been terminated,
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



 I-2
 









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.


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 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 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 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 (other than effecting a
Filing (as defined below), unless such Filing is effected in accordance with
this paragraph) 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 (based in reliance on the Opinion of Counsel hereinafter
provided for) 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”). 
Servicer shall present each such Filing to the Issuing Entity together with (x)
an Opinion of Counsel to the effect that such Filing is (i) consistent with
grant of the security interest to the Issuing Entity pursuant to the Granting
Clause of this Agreement, (ii) satisfies all requirements and conditions to
such Filing in this Agreement and (iii) satisfies the requirements for a Filing
of such type under the Uniform Commercial Code in the applicable jurisdiction
(or if the Uniform Commercial Code does not apply, the applicable statute
governing the perfection of security interests), and (y) a form of
authorization for Issuing Entity’s signature.  Upon receipt of such
Opinion of Counsel and form of authorization, 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.  Notwithstanding anything else in the
Indenture to the contrary, the Servicer shall not have any authority to effect
a Filing without obtaining written authorization from the Issuing Entity in
accordance with this paragraph (c).



 I-3