Exhibit 4.3


 




 





 


CNH EQUIPMENT TRUST 2006-A


 


 


SALE AND SERVICING AGREEMENT


 


 


among


 


CNH EQUIPMENT TRUST 2006-A,


as Issuing Entity,


 


 


and


 


 


CNH CAPITAL RECEIVABLES LLC,


as Seller,


 


 


and


 


 


NEW HOLLAND CREDIT COMPANY, LLC,


as Servicer


 


 


Dated
as of March 1, 2006


 




 





 

















TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  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

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  Representations and
  Warranties of Seller

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 3.2.

  	
  Repurchase upon Breach

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 3.3.

  	
  Custody of Receivable
  Files

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 3.4.

  	
  Duties of Servicer as
  Custodian

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 3.5.

  	
  Instructions; Authority To
  Act

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 3.6.

  	
  Custodian’s
  Indemnification

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 3.7.

  	
  Effective Period and
  Termination

  	
  8

  
	
   

  	
   

  	
   

  
	
  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

  	
  10

  
	
   

  	
   

  	
   

  
	
  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

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 4.10.

  	
  Annual Independent
  Certified Public Accountants’ Report

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 4.11.

  	
  Access to Certain
  Documentation and Information Regarding Receivables

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 4.12.

  	
  Servicer Expenses

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 4.13.

  	
  Appointment of Subservicer

  	
  13

  
				



 


i

















 


	
  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.

  	
  [RESERVED]

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 5.3.

  	
  Collections

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 5.4.

  	
  Application of Collections

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 5.5.

  	
  Additional Deposits

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 5.6.

  	
  Distributions

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 5.7.

  	
  Spread Account

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 5.8.

  	
  Pre-Funding Account

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 5.9.

  	
  Negative Carry Account

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 5.10.

  	
  Principal Supplement
  Account

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 5.11.

  	
  Statements to
  Certificateholders and Noteholders

  	
  21

  
	
   

  	
   

  	
   

  
	
  SECTION 5.12.

  	
  Net Deposits

  	
  23

  
	
   

  	
   

  	
   

  
	
  SECTION 5.13.

  	
  Backup Servicer Account

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  The Seller

  	
  24

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
  Representations of Seller

  	
  24

  
	
   

  	
   

  	
   

  
	
  SECTION 6.2.

  	
  Company Existence

  	
  25

  
	
   

  	
   

  	
   

  
	
  SECTION 6.3.

  	
  Liability of Seller;
  Indemnities

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 6.4.

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

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 6.5.

  	
  Limitation on Liability of
  Seller and Others

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 6.6.

  	
  Seller May Own
  Certificates or Notes

  	
  27

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  The Servicer

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
  Representations of Servicer

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 7.2.

  	
  Indemnities of Servicer

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 7.3.

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

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 7.4.

  	
  Limitation on Liability of
  Servicer and Others

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION 7.5.

  	
  NH Credit Not to Resign as
  Servicer

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION 7.6.

  	
  Servicer to Act as
  Administrator

  	
  32

  
				



 


ii

















 


	
  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

  	
  34

  
	
   

  	
   

  	
   

  
	
  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

  	
  37

  
	
   

  	
   

  	
   

  
	
  SECTION 10.3.

  	
  Notices

  	
  39

  
	
   

  	
   

  	
   

  
	
  SECTION 10.4.

  	
  Assignment

  	
  40

  
	
   

  	
   

  	
   

  
	
  SECTION 10.5.

  	
  Limitations on Rights of
  Others

  	
  40

  
	
   

  	
   

  	
   

  
	
  SECTION 10.6.

  	
  Severability

  	
  40

  
	
   

  	
   

  	
   

  
	
  SECTION 10.7.

  	
  Separate Counterparts

  	
  40

  
	
   

  	
   

  	
   

  
	
  SECTION 10.8.

  	
  Headings

  	
  40

  
	
   

  	
   

  	
   

  
	
  SECTION 10.9.

  	
  Governing Law

  	
  40

  
	
   

  	
   

  	
   

  
	
  SECTION 10.10.

  	
  Assignment to Indenture
  Trustee

  	
  40

  
	
   

  	
   

  	
   

  
	
  SECTION 10.11.

  	
  Nonpetition Covenants

  	
  40

  
	
   

  	
   

  	
   

  
	
  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

  
				



 


iii

















 


EXHIBITS


 


	
  EXHIBIT A

  	
   

  	
  Form of Noteholder’s
  Statement Pursuant to Section 5.11(a)

  
	
  EXHIBIT B

  	
   

  	
  Form of
  Certificateholder’s Statement Pursuant to Section 5.11(a)

  
	
  EXHIBIT C

  	
   

  	
  Form of Servicer’s
  Certificate

  
	
  EXHIBIT D

  	
   

  	
  Form of Assignment

  
	
  EXHIBIT E

  	
   

  	
  Form of Subsequent
  Transfer Assignment

  
	
  EXHIBIT F

  	
   

  	
  Form of Accountants’
  Letter in Connection with Subsequent Transfer Assignment

  



 


SCHEDULES


 


SCHEDULE P        Perfection Representations &
Warranties


 


iv

















 


SALE AND
SERVICING AGREEMENT
(as amended or otherwise modified, this “Agreement”)
dated as of March 1, 2006 among CNH EQUIPMENT TRUST 2006-A, 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, (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 JPMorgan
Chase Bank, 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.


 


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”):


 


(a)  the Initial Receivables, including all
documents constituting chattel paper included therewith, and all obligations of
the Obligors thereunder, including all moneys 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 Seller 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 Seller to cause CNHCA to
repurchase Initial Receivables from the Seller under the circumstances
described therein;


 


(e)  any proceeds from recourse to Dealers with
respect to the Initial Receivables other than any interest in the Dealers’
reserve accounts maintained with CNHCA;


 


(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.


 


2

















 


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 JPMorgan Chase Bank, N.A., as Indenture Trustee on behalf of the
Noteholders, 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. JPMorgan
Chase Bank, N.A., as Indenture Trustee on behalf of the Noteholders, (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 moneys 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;


 


(v)  any proceeds with respect to such Subsequent
Receivables from recourse to Dealers other than any interest in the Dealers’
reserve accounts maintained with CNHCA;


 


(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


 


3

















 


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;


 


(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


 


4

















 


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 hereto as Annex A to the Subsequent Transfer
Assignment); and


 


(xvi)  Moody’s shall have received written
notification from the Seller of the addition of all such Subsequent
Receivables.


 


(c)  The Seller covenants to transfer to the
Issuing Entity pursuant to clause (a)
Subsequent Receivables with an aggregate Contract Value approximately equal to
$386,807,648.82 subject only to availability thereof.


 


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 execution and
delivery of this 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 


 


5

















 


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 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 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 


 


6

















 


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.


 


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


 


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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 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


 


8

















 


been terminated under Section 8.1,
the appointment of such Servicer as custodian shall be terminated by: (a) the
Indenture Trustee, (b) the Noteholders of Notes evidencing not less than 25% of
the Note Balance, (c) with the consent of Noteholders of Notes evidencing not
less than 25% of the Note Balance, the Trustee or (d) Certificateholders
evidencing not less than 25% of the beneficial interest in the Issuing Entity,
in the same manner as the Indenture Trustee or such Holders may terminate the
rights and obligations of the Servicer under Section
8.1. The Indenture Trustee or, with the consent of the Indenture
Trustee, the Trustee may terminate the Servicer’s appointment as custodian,
with cause, at any time upon written notification to the Servicer, and without
cause upon 30 days’ prior written notification to the Servicer. As soon as
practicable after any termination of such appointment, the Servicer shall
deliver the Receivable Files to the Indenture Trustee or the Indenture
Trustee’s agent at such place(s) as the Indenture Trustee may reasonably
designate.


 


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


 


ARTICLE IV

Administration and Servicing of Receivables


 


SECTION 4.1. Duties of Servicer. The Servicer, for
the benefit of the Issuing Entity, and (to the extent provided herein) the
Indenture Trustee shall manage, service, administer and make collections on the
Receivables with reasonable care, using that degree of skill and attention that
the Servicer 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 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


 


9

















 


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. 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)(ix).


 


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


 


10

















 


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, 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).


 


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.


 


11

















 


(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 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 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


 


12

















 


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 offices 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 replacement 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)(ix).


 


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


 


13

















 


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


 


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


 


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


 


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


 


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


 


(vi)  The Servicer, for the benefit of the
Noteholders and the Certificateholders, shall establish and maintain in the
name of the Indenture Trustee an Eligible Deposit Account (the “Principal Supplement Account”), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Noteholders and the Certificateholders; provided, however
that the Servicer shall not be required to establish


 


14

















 


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 and the Certificateholders or the Noteholders, as
applicable (and for the purposes of Articles 8 and 9 of the UCC, each Eligible
Investment is intended to constitute a Financial Asset, and each of the Trust
Accounts and the Backup Servicer Account is intended to constitute a Securities
Account); provided, that on each
Transfer Date, all Investment Earnings on funds on deposit in the Trust
Accounts shall be deposited into the Collection Account and shall be deemed to
constitute a portion of the Total Distribution Amount Funds on deposit in the
Trust Accounts and the Backup Servicer Account shall be invested in Eligible
Investments (or other investments permitted by the Rating Agencies) that will
mature so that such funds will be available at the close of business on the
Transfer Date preceding the following Payment Date; provided, however,
that funds on deposit in Trust Accounts and the Backup Servicer Account may be
invested in Eligible Investments of the entity serving as Indenture Trustee
payable on demand or that mature so that such funds will be available on the
Payment Date. Funds deposited in a Trust Account or the Backup Servicer Account
on the Transfer Date that precedes a Payment Date upon the maturity or
liquidation of any Eligible Investments are not required to be invested
overnight.


 


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


 


15

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


16

















 


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


 


SECTION 5.2. [RESERVED]


 


SECTION 5.3. Collections. The Servicer shall, and
shall cause any subservicer to,  remit
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 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.


 


17

















 


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;


 


(iv)  to the Note Distribution Account, the Class
Interest Amount for each Class of Class A Notes;


 


(v)  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
(iv) being the “First Principal Payment Amount”);


 


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


 


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


 


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


 


(ix)  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


 


(x)  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


 


18

















 


sum of (i) the aggregate accrued and unpaid interest on the Class A-1
Notes as of the A-1 Note Final Scheduled Maturity Date, and (ii) the amount
necessary to reduce the outstanding principal amount of the Class A-1 Notes to
zero.


 


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


 


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


 


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


 


(c)  Following: (i) the payment in full of the
aggregate Outstanding Amount of the Notes and of all other amounts owing or to
be distributed hereunder or under the Indenture to the Noteholders, the Trustee
and the Indenture Trustee and (ii) the termination of the Trust, any 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 Noteholders’
Distributable Amount for a Payment Date exceeds the amount deposited into the
Note Distribution Account pursuant to Sections
5.6(b)(iv), (v), (vi) and (vii) 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


 


19

















 


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
$386,807,648.82 from the net proceeds of the sale of the Notes. On each
Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to
withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate
Contract Value of the Subsequent Receivables transferred to the Issuing Entity
on such Subsequent Transfer Date less
the amounts described in clause (ii)
and clause (iii) below, and
distribute such amount to or upon the order of the Seller upon satisfaction of
the conditions set forth in Section 2.2(b)
with respect to such transfer, (ii) the Spread Account Initial Deposit for such
Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in
the Spread Account and (iii) the Principal Supplement Account Deposit for such
Subsequent Transfer Date, and, on behalf of the Seller, deposit such amount in
the Principal Supplement Account.


 


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


 


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


 


20

















 


exceeds the amount deposited into the Note Distribution Account
pursuant to Sections 5.6(b)(iv), (v),
(vi) and (vii) 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. In the event that the Note Monthly Principal
Distributable Amount on any Class Final Scheduled Maturity Date for any Class
of Notes exceeds the remainder of the Total Distribution Amount and the amounts
available in the Spread Account pursuant to Section
5.7(d) for that Payment Date after subtracting the Note Monthly
Principal Distributable Amount, the Servicer shall instruct the Indenture
Trustee on such Payment Date to withdraw from the Principal Supplement Account
on such Payment Date an amount equal to such excess, to the extent of funds
available therein, and deposit such amount into the Note Distribution Account.
Funds on deposit in the Principal Supplement Account may be withdrawn and paid
to the Seller on any day if each Rating Agency has confirmed that such action
will not result in a withdrawal or downgrade of its rating of any Class of
Notes.


 


SECTION 5.11. Statements to Certificateholders and Noteholders.
(a)  On each Determination Date the
Servicer shall provide to the Indenture Trustee (with a copy to the Rating Agencies),
for the Indenture Trustee to make available to each Noteholder of record, and
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;


 


21

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xvii)  if the related Payment Date falls in March
2008 or September 2008;


 


(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


 


(xviii)  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 www.jpmorgan.com/sfr.


 


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 1-877-722-1095. 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.


 


22

















 


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


 


SECTION 5.12. Net Deposits. As an administrative
convenience, unless the Servicer is required to remit collections within two
Business Days of 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


 


23

















 


termination of the Trust, any amount remaining on deposit in the Backup
Servicer Account shall be distributed to the Seller or any transferee or
assignee.


 


ARTICLE VI

The Seller


 


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


 


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


 


24

















 


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 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);


 


25

















 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 6.4. Merger or Consolidation of, or Assumption of the
Obligations of, Seller. Any Person: (a) into which the Seller
may be merged or consolidated, (b) that may result from any merger or
consolidation to which the Seller shall be a party or (c) that may succeed to
the properties and assets of the Seller substantially as a whole, which Person
(in any of the foregoing cases) executes an agreement of assumption to perform
every obligation of the Seller under this Agreement (or is deemed by law to
have assumed such obligations), shall be the successor to the Seller hereunder
without the execution or filing of any document or any further act by any of
the parties to this Agreement; provided, however, that: (i) immediately after
giving effect to such transaction, no representation or warranty made pursuant
to Section 3.1 shall have been
breached and no Servicer Default, and no event that, after notice or lapse of
time, or both, would become a Servicer Default shall have occurred and be
continuing, (ii) the Seller shall have delivered to the Trustee and the
Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each
stating that such consolidation, merger or succession and such agreement of
assumption comply


 


26

















 


with this Section and that
all conditions precedent, if any, provided for in this Agreement relating to
such transaction have been complied with, (iii) the Rating Agency Condition
shall have been satisfied with respect to such transaction and (iv) the Seller
shall have delivered to the Trustee and the Indenture Trustee an Opinion of
Counsel either: (A) stating that, in the opinion of such counsel, all financing
statements, continuation statements and amendments thereto have been executed
and filed that are necessary fully to preserve and protect the interest of the
Trustee and Indenture Trustee, respectively, in the Receivables and reciting
the details of such filings, or (B) stating that, in the opinion of such
counsel, no such action shall be necessary to preserve and protect such
interests. Notwithstanding anything herein to the contrary, the execution of
the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and
(iv) shall be conditions to the
consummation of the transactions referred to in clauses (a), (b) or (c).


 


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


 


SECTION 6.6. Seller May Own Certificates or Notes.
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


 


27

















 


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 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


 


28

















 


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 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


 


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


 


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


 


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


 


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


 


Notwithstanding anything
herein to the contrary, Sections 7.2(a)(ii),
(a)(iv), (b), (c),
(d) and (e) shall not apply to the Backup Servicer
in its capacity as Successor Servicer.


 


For purposes of this Section, in the event of the termination
of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the Servicer pursuant to this
Agreement, the Servicer shall be deemed to be the Servicer pending appointment
of a Successor Servicer pursuant to Section
8.2.


 


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


 


SECTION 7.3. Merger or Consolidation of, or Assumption of the
Obligations of, Servicer. Any Person: (a) into which the
Servicer may be merged or consolidated, (b) that may result from any merger or
consolidation to which the Servicer shall be a party, 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 


 


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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
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 JPMorgan Chase Bank, N.A.


 


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


 


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


 


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


 


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


 


ARTICLE VIII

Default


 


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


 


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


 


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


 


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


 


(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;
or


 


(e)  any failure by NH Credit as Servicer to
deliver to the Indenture Trustee for deposit in the Backup Servicer Account,
the Backup Servicer Account Shortfall Amount, 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;


 


32

















 


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) or (e). 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.


 


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


 


33

















 


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 Backup Servicer and the Rating Agencies.


 


SECTION 8.4. Waiver of Past Defaults. The
Noteholders of Notes evidencing not less than a majority of the Note Balance
(or the Holders of Certificates evidencing not less than 50% of the beneficial
interest in the Issuing Entity, in the case of any default that does not
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.


 


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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.


 


(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 on, 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 the Note Distribution Account, any portion of the Class A Noteholders’ Class
Interest Amount and the Outstanding Amount of the Class A Notes (after giving
effect to the reduction resulting from the deposits made in the Note
Distribution Account on such Payment Date and on prior Payment Dates) not
otherwise deposited into the Note Distribution Account on such Payment Date;
and


 


(ii)  second,
to the Note Distribution Account, any portion of the Class B Noteholders’
Class Interest Amount and the Outstanding Amount of the Class B Notes (after
giving effect to the reduction resulting from the deposits made in the Note
Distribution Account on such Payment Date and on prior Payment Dates) not
otherwise deposited into the Note Distribution Account on such Payment Date;
and


 


(iii)  third,
to the Certificate Distribution Account, any remaining funds to be distributed
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.


 


35

















 


(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 Opinion of Counsel delivered to
the Trustee and the Indenture Trustee, adversely affect in any material respect
the interests of any Noteholder or Certificateholder.


 


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) increase or reduce in any manner the amount of, or accelerate or
delay the timing of, collections of payments on Receivables or distributions
that shall be required to be made for the benefit of the Noteholders or the
Certificateholders 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.


 


Promptly after the execution
of any such amendment or consent (or, in the case of the Rating Agencies, 10
days prior thereto), the Trustee shall furnish written notification of the


 


36

















 


substance of such amendment or consent to each Certificateholder, the
Indenture Trustee and each of the Rating Agencies.


 


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


 


Prior to the execution of
any amendment to this Agreement, the Trustee and the Indenture Trustee shall be
entitled to receive and rely upon: (i) 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 and
(ii) the Opinion of Counsel referred to in Section
10.2(i)(1). 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.


 


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


 


37

















 


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 JPMorgan
Chase Bank, N.A., as Indenture Trustee. Indication of the Issuing Entity’s and
the Indenture Trustee’s interest in a Receivable may be deleted from or
modified on the Servicer’s computer systems when, and only when, the related
Receivable shall have been paid in full or repurchased.


 


(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 and of each amendment hereto, an Opinion of Counsel
either: (A) stating that, in the opinion of such counsel, all financing
statements and continuation statements have been executed and


 


38

















filed that are necessary
fully to preserve and protect the interest of the Trustee and the Indenture
Trustee in the Receivables, and reciting the details of such filings or
referring to prior Opinions of Counsel in which such details are given, or (B)
stating that, in the opinion of such counsel, no such action shall be necessary
to preserve and protect such interest; and


 


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


 


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


 


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


 


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


 


SECTION 10.3. Notices. All demands, notices,
directions, instructions and communications upon or to the Seller, the
Servicer, the Issuing Entity, the Trustee, the Indenture Trustee or the Rating
Agencies under this Agreement shall be in writing, personally delivered or
mailed by certified mail, return receipt requested, 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 of:  Treasurer (telephone (847)
735-9200 and facsimile (847) 955-3923, (b) in the case of the Servicer, to New
Holland Credit Company, LLC, 33 South Railroad Avenue, New Holland,
Pennsylvania 17557, Attention of: Finance Manager (telephone (717) 355-3091;
with a copy to: New Holland Credit Company, LLC, 100 South Saunders Road, Lake
Forest, Illinois 60045, Attention of: 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 Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department,
99 Church Street, New York, New York 10007, (f) in the case of Standard &
Poor’s, to Standard & Poor’s Ratings Services, a division of McGraw-Hill
Companies, Inc., 55 Water Street, New York, New York 10041, Attention of Asset
Backed Surveillance Department, (g) in the case of Fitch, to Fitch, Inc., 55
East Monroe Street, Suite 3500, Chicago, Illinois 60603, Attention:  ABS Monitoring – Equipment Loans and (h) in
the case of Dominion, to Dominion Bond Rating Service, Inc., One Exchange
Plaza, 55 Broadway,


 


39

















 


25th Floor, New York, New York  10006, Attention: Surveillance; or, as to
each of the foregoing, at such other address as shall be designated by written
notice to the other parties.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


40

















 


Entity. The foregoing shall not limit the right of the Servicer and the
Seller to file any claim in or otherwise take any action with respect to any
such insolvency proceeding that was instituted against the Issuing Entity by
any Person other than the Servicer or the Seller.


 


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


 


SECTION 10.12. Limitation of Liability of Trustee and Indenture
Trustee. (a) 
Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by The Bank of New York, not in its individual
capacity but solely in its capacity as Trustee of the Issuing Entity, and in no
event shall The Bank of New York, 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 JPMorgan Chase Bank, N.A.,
not in its individual capacity but solely as Indenture Trustee, and in no event
shall JPMorgan Chase Bank, 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.


 


41

















 


(signature page follows)


 


42

















 


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 2006-A

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  The Bank of New York,

  not its individual capacity but solely

  as Trustee of the Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Catherine Murray

  	
   

  
	
   

  	
  Name: Catherine Murray
  

  	
   

  
	
   

  	
  Title: Assistant Vice
  President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CNH CAPITAL RECEIVABLES
  LLC, as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian O’Keane

  	
   

  
	
   

  	
  Name: Brian O’Keane

  	
   

  
	
   

  	
  Title: Treasurer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW HOLLAND CREDIT
  COMPANY, LLC,

  
	
   

  	
  as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian O’Keane

  	
   

  
	
   

  	
  Name: Brian O’Keane
  

  	
   

  
	
   

  	
  Title: Treasurer

  	
   

  
	
   

  	
   

  
												



Acknowledged and Accepted:


 


	
  JPMorgan
  Chase Bank, N.A.,

  not in its individual capacity

  but solely as Indenture Trustee

  
	
   

  
	
  By:

  	
   /s/ Keith Richardson

  	
   

  	
   

  
	
  Name:

  	
   Keith Richardson

  	
   

  	
   

  
	
  Title: 

  	
  Attorney-In-Fact

  	
   

  	
   

  
						



 


S-1

















 


Acknowledged and Accepted:


 


	
  CNH Capital America LLC

  
	
   

  
	
  By:

  	
  /s/ Brian O’Keane

  	
   

  
	
  Name:

  	
  Brian O’Keane

  	
   

  
	
  Title:

  	
  Treasurer

  	
   

  
					



 


S-2

















 


EXHIBIT A

to Sale and Servicing Agreement


 


FORM
OF NOTEHOLDER’S


STATEMENT
PURSUANT TO SECTION 5.11(A)


 


Payment
Date: 


 


(i)            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)

  
	
   

  	
   

  	
   

  



 


(ii)           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)

  



 


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


 


(iv)          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)

  	
   

  	
   

  
	
  (6)

  	
   

  	
  Outstanding Amount of
  Class B Notes:

  
	
  (7)

  	
   

  	
  A-1 Note Pool Factor:

  
	
  (8)

  	
   

  	
  A-2 Note Pool Factor:

  
	
  (9)

  	
   

  	
  A-3 Note Pool Factor:

  
	
  (10)

  	
   

  	
  A-4 Note Pool Factor:

  
	
  (11)

  	
   

  	
  Class B Note Pool Factor:

  



 


A-1

















 


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


 


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


 


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


 


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


 


(ix)           Aggregate Purchase Amounts for the Collection Period:  


 


(x)            Balance of Spread Account: 


 


(xi)           Pre-funded Amount: 


 


(xii)          Balance of Principal Supplement Account:


 


(xiii)         Balance of Negative Carry Account: 


 


(xiv)        If the related Payment Date is in March 2008 or September
2008:


 


	
  (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

  



 


(xv)         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:


 


(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)


 


(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:  


 


B-1

















 


(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)        If the related Payment Date is in March 2008
or September 2008:


 


	
  (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

  



 


 


(xv)         Specified Spread Account Balance: 


 


B-2

















 


EXHIBIT C

to Sale and Servicing
Agreement


 


FORM
OF SERVICER’S CERTIFICATE


 


The Bank of New York

101 Barclay Street, 8W 

New York, New York  10286

Attention:  Corporate Trust
Administration - Asset Backed Finance Unit


 


JPMorgan Chase Bank, N.A. 

4 New York Plaza, 6th Floor

New York, New York  10004

Attention:  Institutional Trust Services
Group-CNH Equipment Trust 2006-A


 


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


 


Dominion Bond Rating Service

One Exchange Plaza

55 Broadway, 25th Floor

New York, New York  10006


 


Systems & Services Technologies,
Inc.


4315 Pickett Road


St. Joseph, Missouri 64503


Attention:  John J. Chappell and Joseph D. Booz


 


C-1

















 


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)

  	
  Class A Noteholders’ Class
  Interest Amount

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  •      Interest on Class A Notes ($                 )

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

  	
   

  
	
   

  	
   

  	
   

  
	
  (6)

  	
  Class B Noteholders’ Class
  Interest Amount

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  •      Interest on Class B Notes
  ($               )

  •      Class B Noteholders’ Class Interest
  Shortfall ($                   )

  	
   

  
	
   

  	
   

  	
   

  
	
  (7)

  	
  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
  ($                             )

  	
   

  
	
   

  	
   

  	
   

  
	
  (8)

  	
  NOTEHOLDERS’ DISTRIBUTABLE AMOUNT

  (5)+(6)+(7)

  	
  $

  



 


C-2

















 


	
  (9)

  	
  Deposit to Note
  Distribution Account

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  •      Excess, if any, of Total Distribution
  Amount (1), 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 17)

  •      Withdrawal from Principal Supplement
  Account pursuant to Section 5.10

  •      But not greater than the Noteholders’
  Distributable Amount (8)

  	
   

  
	
   

  	
   

  	
   

  
	
  (10)

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

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  •      Excess, if any, of Total Distribution
  Amount (1), less the Administration Fee (4), less the Servicing Fee (3), less
  the Backup Servicer Fee (2), less the Noteholders’ Distributable Amount (8)

  •      But not greater than Item (16) below

  	
   

  
	
   

  	
   

  	
   

  
	
  (11)

  	
  Backup Servicer accrued
  and unpaid reimbursable expenses

  	
  $

  
	
   

  	
   

  	
   

  
	
  (12)

  	
  Servicer accrued and
  unpaid reimbursable expenses

  	
  $

  
	
   

  	
   

  	
   

  
	
  (13)

  	
  Deposit to Certificate
  Distribution Account

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  •      Excess, if any, of Total Distribution
  Amount (1), less Servicer accrued and unpaid reimbursable expenses (12), less
  Backup Servicer accrued and unpaid reimbursable expenses (11), less the
  Deposit to Spread Account (10), less the Noteholders’ Distributable Amount
  (8), less the Administration Fee (4), less the Servicing Fee (3), less the
  Backup Servicer Fee (2)

  	
   

  
	
   

  	
   

  	
   

  
	
  SPREAD ACCOUNT

  
	
   

  	
   

  	
   

  
	
  (14)

  	
  Spread Account Balance as of Determination Date

  (prior to any deposits or withdrawals)

  	
  $

  
	
   

  	
   

  	
   

  
	
  (15)

  	
  Specified Spread Account
  Balance (after all distributions and adjustments)

  	
  $

  
				



 


C-3

















 


	
   

  	
  With respect to any
  Payment Date in March 2008 and September 2008:

  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 

   

  	
   

  
	
   

  	
   

  	
   

  
	
  (16)

  	
  Limit on Deposit to the
  Spread Account

  	
  $

  
	
   

  	
   

  	
   

  
	
   

  	
  •      The excess, if any, of the Specified Spread
  Account Balance (18) less the Spread Account Balance as of the Determination
  Date (prior to any deposits or withdrawals) (14)

  	
   

  
	
   

  	
   

  	
   

  
	
  (17)

  	
  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)
  (14) less the Specified Spread Account Balance (15)

  •      But zero,
  if (a) the sum of the Pool Balance (20) and the Pre-Funded Amount as of the first
  day of the Collection Period; is less than (b) the sum of the Note Balance

  	
   

  
	
   

  	
   

  	
   

  
	
  (18)

  	
  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
  Noteholders’ Distributable Amount (8), 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 (14)

  	
   

  
	
   

  	
   

  	
   

  
	
  (19)

  	
  Final Spread Account
  Balance (14) + (16) – (17) – (18)

  	
  $

  



 


C-4

















 


	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  (20)

  	
  Pool Balance at the
  beginning of this Collection Period

  	
  $

  
	
   

  	
   

  	
   

  
	
  (21)

  	
  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(a) Notes
      A-4 Note Pool Factor (         .           )

  	
  $

  
	
   

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

  	
  $

  
	
   

  	
   

  	
   

  
	
  (22)

  	
  Aggregate Purchase Amounts
  for the preceding Collection Period

  	
  $

  
	
   

  	
   

  	
   

  
	
  (23)

  	
  Asset Balance at the
  beginning of this Collection Period

  	
  $

  



 


C-5

















 


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, 2006
(the “Sale and Servicing Agreement”)
among the undersigned, CNH Capital America LLC (“CNHCA”) and CNH Equipment Trust 2006-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,
including all documents constituting chattel paper included therewith, and all
obligations of the Obligors thereunder, including all moneys 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 to repurchase Receivables from the undersigned under the circumstances
described therein, (e) any proceeds from recourse to Dealers with respect to
the Initial Receivables other than any interest in the Dealers’ reserve
accounts maintained with CNHCA, (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
       , 2006.


 


	
   

  	
  CNH CAPITAL RECEIVABLES
  LLC,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


D-2

















 


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, 2006 (the “Sale and Servicing
Agreement”) among CNH Equipment Trust 2006-A, 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 moneys 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 other than any interest in the Dealers’ reserve
accounts maintained with CNHCA, (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.


 


E-1

















 


IN WITNESS WHEREOF, the
undersigned has caused this Subsequent Transfer Assignment to be duly executed
as of
                  ,
2006.


 


	
   

  	
  CNH CAPITAL RECEIVABLES
  LLC,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


E-2

















 


SCHEDULE A

to Subsequent
Transfer Assignment


 


SCHEDULE
OF SUBSEQUENT RECEIVABLES


 


[Attached]


 


E-3

















 


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,
2006 among the Company, CNH Equipment Trust 2006-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              ,
2006.


 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


E-4

















 


EXHIBIT F

to Sale and Servicing
Agreement


 


FORM
OF ACCOUNTANTS’ LETTER IN CONNECTION


WITH
THE SUBSEQUENT TRANSFER ASSIGNMENT PURSUANT TO


SECTION
2.2(B)(XV) 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 2006-A

c/o The Bank of New York

101 Barclay Street, Floor 8W

New York, New York  10286


 


JPMorgan Chase Bank, N.A. 

4 New York Plaza, 6th Floor

New York, New York  10004

Attention:  Institutional Trust Services
Group-CNH Equipment Trust 2006-A


 


The Bank of New York

101 Barclay Street, Floor 8W

New York, New York  10286


 


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 2006-A (the “Trust”)
pursuant to the Sale and Servicing Agreement dated as of March 1, 2006 (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 6, 2006 and the
prospectus supplement dated March 7, 2006 (together, the “Prospectus”), which relates to the
offering by the Trust of 4.98925% Class A-1 Asset Backed Notes, 5.180% Class
A-2 Asset Backed Notes, 5.200% Class A-3 Asset Backed Notes, 5.270% Class A-4
Asset Backed Notes and 5.400% 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 connection therewith, we performed
or have previously performed certain agreed upon procedures as specified in the
items below:


 


F-1

















 


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 

  	
   

  	
  $

  	
   

  	
      
  months

  	
   

  
	
  Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsequent 

  	
   

  	
  $

  	
   

  	
       
  months

  	
   

  
	
  Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total 

  	
   

  	
  $

  	
   

  	
       
  months

  	
   

  
	
  Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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

  



 


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Schedule
P


 


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


 


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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 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).


 


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