Exhibit 4.6


 




 





BACKUP SERVICING
AGREEMENT




 


among


 


 


CNH CAPITAL
RECEIVABLES LLC,

as Seller




 


NEW HOLLAND CREDIT
COMPANY, LLC,

as Servicer




 


CNH EQUIPMENT
TRUST 2006-A,

as Issuing Entity




 


and




 


SYSTEMS &
SERVICES TECHNOLOGIES, INC.

as Backup Servicer




 


Dated as of March 1,
2006




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.2

  	
  Usage of Terms

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 1.3

  	
  Section References

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  ADMINISTRATION AND SERVICING OF RECEIVABLES

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1

  	
  Duties of the Backup Servicer

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 2.2

  	
  Representations and Warranties of Backup Servicer

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 2.3

  	
  Backup Servicing Termination

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 2.4

  	
  Backup Servicer Fees; Payment of Expenses by Backup
  Servicer

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  THE BACKUP SERVICER

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
  Liability of Backup Servicer; Indemnities

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 3.2

  	
  Limitation on Liability

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 3.3

  	
  Corporate Existence

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 3.4

  	
  Insurance

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 3.5

  	
  Compliance with Laws

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 3.6

  	
  Backup Servicer Legal Proceedings

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  TERMINATION EVENTS

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
  Termination Event

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 4.2

  	
  Consequences of a Termination Event

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  MISCELLANEOUS PROVISIONS

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
  Waiver; Amendment

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 5.2

  	
  Governing Law

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 5.3

  	
  Severability of Provisions

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 5.4

  	
  Assignment

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 5.5

  	
  Third-Party Beneficiaries

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 5.6

  	
  Counterparts

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 5.7

  	
  Notices

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 5.8

  	
  Nonpetition Covenants

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 5.9

  	
  Term

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 5.10

  	
  Limitation of Liability of Trustee

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 5.11

  	
  Miscellaneous

  	
  12

  
						



 


i

















 


	
   

  	
   

  	
   

  
	
  SECTION 5.12

  	
  Confidentiality

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 5.13

  	
  Information Requests

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 5.14

  	
  Notice to Moody’s

  	
  13

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  Sale and Servicing Agreement

  	
   

  
	
  Schedule I

  	
  Description of Verification and
  Confirmation Duties

  	
   

  
				



 


ii

















 


THIS BACKUP SERVICING AGREEMENT, dated as of March 1,
2006, (this “Agreement”) is made among NEW HOLLAND CREDIT COMPANY, LLC, a
Delaware limited liability company (the “Servicer”), CNH CAPITAL RECEIVABLES
LLC, a Delaware limited liability company (the “Seller”), CNH EQUIPMENT TRUST
2006-A, a Delaware statutory trust (the “Issuing Entity”), SYSTEMS &
SERVICES TECHNOLOGIES, INC., a Delaware corporation (the “Backup Servicer” or “SST”).


 


WITNESSETH:


 


WHEREAS, the Servicer, the Seller and the Issuing
Entity have entered into the Sale and Servicing Agreement dated as of the date
hereof (the “Sale and Servicing Agreement”) a copy of which is attached hereto
and made a part hereof as Exhibit A;


 


WHEREAS, the Issuing Entity and the Servicer desire
that the Backup Servicer perform certain backup servicing duties in accordance
with the terms and provisions of this Agreement;


 


WHEREAS, the Issuing Entity desires that the Backup
Servicer assume the role of Successor Servicer under the terms of the Sale and
Servicing Agreement in the event that the Servicer is terminated thereunder;
and


 


WHEREAS, the Backup Servicer is willing to perform the
backup servicing duties specified herein and assume the role of Successor
Servicer under the terms of the Sale and Servicing Agreement pursuant to the
conditions and for the consideration described herein;


 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, and of other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties agree as
follows:


 


ARTICLE I

DEFINITIONS


 


SECTION 1.1  Definitions.  Unless otherwise specified herein, all terms
defined in the Indenture, shall have the same meaning in this Agreement.  Whenever capitalized and used in this
Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meanings:


 


Agreement or “this Agreement”:  This Backup Servicing Agreement, all
amendments and supplements thereto and all exhibits and schedules to any of the
foregoing.


 


Backup Servicer:  Systems & Services Technologies, Inc.,
in its capacity as Backup Servicer under this Agreement, and its successors and
assigns in such capacity.


 


Backup Servicer Account:  means the account designated as such,
established and maintained pursuant to Section 5.1(a)(vii) of
the Sale and Servicing Agreement.


 


Backup Servicer Expenses:  is defined in Section 4.12
of the Sale and Servicing Agreement.


 

















 


Backup Servicer Termination Event:  An event described in Section 4.1.


 


Backup Servicing Duties:  The duties defined as such in Section 2.1.


 


Backup Servicing Fee: means the
greater of (a) 1/12 of 0.02% of the Pool Balance as of the first day of
each Collection Period and (b) $4,000.


 


Business Day:  means any day other than a Saturday, a Sunday
or a day on which banking institutions or trust companies in The City of New
York, New York, the City of Racine, Wisconsin and the City of St. Joseph,
Missouri are authorized or obligated by law, regulation or executive order to
remain closed.


 


Collection Period:  means, with respect to any Payment Date, the
period from and including the end of the preceding Collection Period (or, if
for the first Payment Date, the day after the Initial Cutoff Date) to and
including the last day of the calendar month preceding the calendar month in
which the Payment Date occurs.


 


Indenture:  means the Indenture dated as of March 1,
2006 between the Issuing Entity and the Indenture Trustee, as the same may be
amended and supplemented from time to time.


 


Indenture Trustee:  means JPMorgan Chase Bank, N.A., a national
banking association, not in its individual capacity but solely as Indenture
Trustee under the Indenture, or any successor Indenture Trustee under the
Indenture.


 


Initial Collection Period:  The Collection
Period ending March 31, 2006.


 


Payment Date:  means, with respect to each Collection
Period, the fifteenth day of the calendar month following the end of that
Collection Period, or, if such day is not a Business Day, the next Business
Day, commencing on April 17, 2006.


 


Person:  Any legal person, including any individual,
corporation, partnership, joint venture, estate, association, joint stock
company, trust, unincorporated organization or government or any agency or
political subdivision thereof, or any other entity.


 


Sale and Servicing Agreement:  The Sale and Servicing Agreement attached
hereto as Exhibit A, as the same may be amended from time to time in
accordance with its terms and with the written consent of the Backup Servicer.


 


Servicing Transfer Date:  The Business Day next succeeding the
expiration of the Transfer Period.


 


Transfer Notice:  Written notice from the Indenture Trustee or
Noteholders to the Backup Servicer and the Servicer, (with a copy to the Rating
Agencies, the Noteholders (if given by the Indenture Trustee), and the Trustee
provided by the Indenture Trustee) advising the Backup Servicer of the transfer
of active servicing duties for the Contracts to the Backup Servicer.


 


2

















 


Transfer Period:  A period of sixty (60) days following the
Backup Servicer’s receipt of a Transfer Notice and ending on the date the
Backup Servicer is to begin Successor Servicer duties for the Contracts and the
related Receivables.


 


Verification and Confirmation Duties:  The duties defined as such in Section 2.1(a).


 


SECTION 1.2  Usage of Terms.  With respect to all terms used in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other gender; references to “writing”  include printing, typing, lithography, and
other means of reproducing words in a visible form; references to agreements
and other contractual instruments include all subsequent amendments thereto or
changes therein entered into in accordance with their respective terms and not
prohibited by this Agreement; references to Persons include their permitted
successors and assigns; and the terms “include” or “including” mean “include
without limitation” or “including without limitation.”


 


SECTION 1.3  Section References.  All references to Articles, Sections,
paragraphs, subsections, exhibits and schedules shall be to such portions of
this Agreement unless otherwise specified.


 


ARTICLE II

ADMINISTRATION AND SERVICING OF RECEIVABLES


 


SECTION 2.1  Duties of the Backup Servicer.


 


(a)           Verification and Confirmation
Duties.  The Backup Servicer agrees
to perform all of the duties of the Backup Servicer as identified on Schedule I
hereto (collectively, the “Verification and Confirmation Duties”) on behalf of
the Issuing Entity in accordance with the terms of this Agreement.


 


(b)           Active Servicing Duties.  Unless and until the Backup Servicer or
another Person is appointed as Successor Servicer, the Backup Servicer agrees
that, in the event the Servicer is terminated or otherwise ceases to function
as the Servicer pursuant to the Sale and Servicing Agreement, if the Indenture
Trustee or Noteholders representing not less than 25% of the Outstanding Amount
of Notes shall issue a Transfer Notice to the Backup Servicer and Servicer,
then prior to the expiration of the Transfer Period, Backup Servicer shall
promptly execute a counterpart to the Sale and Servicing Agreement and
thereafter shall assume the rights, obligations and duties of a Successor
Servicer as expressly set forth thereunder.


 


(c)           The Servicer covenants and agrees to
perform within three weeks after receipt of the Transfer Notice (or on such
later date as the Issuing Entity and the Backup Servicer shall agree in
writing) the following:


 


(i)            The Servicer shall provide to the
Backup Servicer all necessary servicing files and records relating to the
Contracts (as deemed necessary by the Backup Servicer at such time) and the
Servicer shall provide to the Backup Servicer access to and transfer of records
and use by the Backup Servicer of all licenses or software necessary or desirable
to collect the Contracts and the related Receivables to the extent that any of
the foregoing is not prohibited under any licensing or other agreements with
third parties.


 


3

















 


(ii)           The Servicer will provide to the
Backup Servicer the servicing information necessary to prepare and distribute
the Servicer Certificate required to be delivered under the Sale and Servicing
Agreement.


 


(d)           Prior to the expiration of the
Transfer Period, the Servicer will send each Obligor written notice containing
the following information:  (i) the
Servicing Transfer Date, (ii) the address, telephone number and department
of the Backup Servicer which is able to answer questions regarding billing, (iii) notification
that the legal terms and conditions of such Obligor’s obligations will not be
affected by the servicing transfer and (iv) instructions as to how to
handle any Contract related questions. 
The Backup Servicer will consult with the Servicer concerning the form
of any such notice.  If the Servicer has
failed to send this notice within three weeks after the Servicing Transfer
Date, the Backup Servicer will send such a notice to each such Obligor on the
Backup Servicer’s or the Servicer’s stationery within four weeks of the later
of (A) the date a counterpart to the Sale and Servicing Agreement executed
by the Backup Servicer is effective and (B) the Servicing Transfer
Date.  The Servicer will provide the
Backup Servicer with its stationery in an amount sufficient to allow for the
sending of the notices described in this Section 2.1(d).  The Servicer hereby irrevocably appoints the
Backup Servicer as its attorney-in-fact for the purpose of sending such
notices.


 


(e)           Effective upon the occurrence of the
Servicing Transfer Date, the Servicer hereby irrevocably authorizes and grants
to the Backup Servicer an irrevocable power-of-attorney to take any and all
steps in the Servicer’s name and on behalf of the Servicer that are necessary
or desirable to perform its duties hereunder, including collecting amounts due
under the Receivables, endorsing the Servicer’s name on checks and other
instruments representing Collections and enforcing the Receivables.


 


SECTION 2.2  Representations and Warranties of Backup
Servicer.  The Backup Servicer
represents and warrants as of the date of execution and delivery of this
Agreement:


 


(a)           Organization and Good Standing.  The Backup Servicer has been duly organized
and is validly existing and in good standing under the laws of its jurisdiction
of organization, with power, authority and legal right to own its properties
and to conduct its business as such properties are currently owned and such
business is currently conducted, and had at all relevant times, and now has,
power, authority and legal right to enter into and perform its obligations
under this Agreement;


 


(b)           Due qualification.  The Backup Servicer is duly qualified to do
business as a foreign corporation in good standing, and has obtained all
necessary licenses and approvals, in all jurisdictions where the failure to do
so would materially and adversely affect the performance of its obligations
under this Agreement;


 


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


 


4

















 


(d)           Binding Obligation.  This Agreement constitutes the legal, valid
and binding obligation of the Backup Servicer enforceable in accordance with
its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors
rights generally and by equitable limitations on the availability of specific
remedies, regardless of whether such enforceability is considered in a
proceeding in equity or at law;


 


(e)           No Violation.  The execution and delivery of this Agreement,
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, or both) a default under, the certificate of incorporation or
bylaws of the Backup Servicer, or any indenture, agreement, mortgage, deed of
trust or other instrument to which the Backup Servicer is a party or by which
it is bound, or result in the creation or imposition of any lien upon any of
its properties pursuant to the terms of any such indenture, agreement,
mortgage, deed of trust or other instrument, other than this Agreement, or
violate any law, order, rule or regulation applicable to the Backup
Servicer of any court or of any federal or State regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Backup Servicer or any of 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 Backup Servicer’s knowledge, threatened
against the Backup Servicer, before any court, regulatory body, administrative
agency or other tribunal or governmental instrumentality having jurisdiction
over the Backup Servicer or its properties (i) asserting the invalidity of
this Agreement, (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement, or (iii) seeking any determination
or ruling that might materially and adversely affect the performance by the
Backup 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 Consents.  The Backup Servicer is not required to obtain
the consent of any other party or any consent, license, approval or
authorization, or registration or declaration with, any governmental authority,
bureau or agency in connection with the execution, delivery, performance,
validity or enforceability of this Agreement.


 


SECTION 2.3  Backup Servicing Termination.


 


(a)           Prior to the time the Backup Servicer
receives a Transfer Notice, this Agreement may be terminated upon delivery of
thirty (30) days advance written notice to the Backup Servicer of such
termination.  This Agreement shall be
terminated pursuant to the previous sentence if (A) (i) the Servicer
notifies the Issuing Entity in writing that the Servicer has engaged a
replacement backup servicer or a Successor Servicer, (ii) the agreement
with such replacement backup servicer or Successor Servicer, as the case may
be, is reasonably satisfactory to the Issuing Entity in form and substance and (iii) the
identity of such replacement backup servicer or Successor Servicer, as the case
may be, is acceptable to the Issuing Entity in its sole discretion, (B) Moody’s
has advised the Issuing Entity that the termination of this Agreement 


 


5

















 


will not result in a
downgrade or withdrawal of its ratings on the Notes or (C) CNH Global N.V.’s
long term unsecured debt credit rating by Moody’s rises to “Ba2” or higher.


 


(b)           Prior to the time the Backup Servicer
receives a Transfer Notice, the Backup Servicer may terminate this Agreement
for any reason in its sole judgment and discretion upon delivery of one hundred
twenty (120) days advance written notice to the Issuing Entity of such
termination.  In the event that the
Backup Servicer delivers notice pursuant to the foregoing sentence, the
Servicer agrees to cooperate with the Issuing Entity, and to take such actions
as the Issuing Entity may reasonably request, in order to appoint a replacement
backup servicer as promptly as possible.


 


SECTION 2.4  Backup Servicer Fees; Payment of Expenses
by Backup Servicer.  Unless and until
the Backup Servicer or another Person is appointed as Successor Servicer, on
the Payment Date relating to the Initial Collection Period and each Payment
Date thereafter the Backup Servicer shall be entitled to receive the Backup
Servicer Fees in accordance with the terms of the Sale and Servicing Agreement
and the Indenture.  The Backup Servicer
shall further receive all reimbursable Backup Servicer Expenses in accordance
with the terms of the Sale and Servicing Agreement and the Indenture.  The Backup Servicer shall be required to pay
all other expenses incurred by it in connection with its activities under this
Agreement (including taxes imposed on the Backup Servicer and all expenses
incurred in connection with reports to the Issuing Entity).


 


ARTICLE III

THE BACKUP SERVICER


 


SECTION 3.1  Liability of Backup Servicer; Indemnities.


 


(a)           The Backup Servicer shall be liable
hereunder only to the extent of the obligations in this Agreement specifically
undertaken by the Backup Servicer and the representations made by the Backup
Servicer.  Other than as specifically set
forth in this Backup Servicing Agreement, the Backup Servicer shall have no
obligation to supervise, verify, monitor or administer the performance of the
Servicer and shall have no liability for any action taken or omitted by the
Servicer.


 


(b)           The Backup Servicer shall indemnify,
defend and hold harmless the Servicer, the Issuing Entity and their respective
officers, directors, agents and employees from and against any and all costs,
expenses, losses, claims, damages and liabilities to the extent that such cost,
expense, loss, claim, damage or liability arose out of, or was imposed upon the
Servicer or the Issuing Entity through the Backup Servicer’s breach of this
Agreement, the negligence, willful misfeasance or bad faith of the Backup
Servicer in the performance of its duties under this Agreement or by reason of
reckless disregard of its obligations and duties under this Agreement.


 


(c)           The Servicer shall indemnify, defend
and hold harmless the Backup Servicer and its respective officers, directors,
agents and employees from and against any and all costs, expenses, losses,
claims, damages and liabilities to the extent that such cost, expense, loss,
claim, damage or liability arose out of, or was imposed upon the Backup
Servicer through the 


 


6

















 


Servicer’s breach of this
Agreement, 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.


 


(d)           The Issuing Entity shall (solely from
amounts paid pursuant to Section 5.6(b)(x) of
the Sale and Servicing Agreement) indemnify, defend and hold harmless the
Backup Servicer and its respective officers, directors, agents and employees
from and against any and all costs, expenses, losses, claims, damages and
liabilities to the extent that such cost, expense, loss, claim, damage or
liability arose out of, or was imposed upon the Backup Servicer through the
Issuing Entity’s breach of this Agreement, the negligence, willful misfeasance
or bad faith of the Issuing Entity in the performance of its duties under this
Agreement or by reason of reckless disregard of its obligations and duties
under this Agreement.


 


(e)           The Backup Servicer may accept and
reasonably rely on all accounting and servicing records and other documentation
provided to the Backup Servicer by or at the direction of the Servicer,
including documents prepared or maintained by any Originator, or Servicer, or
any party providing services related to the Receivables (collectively “Third
Party”).  The Servicer agrees to
indemnify (subject to the limitation provided in Section 3.2
below) and hold harmless the Backup Servicer, its respective
officers, employees and agents against any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other
costs, fees and expenses that the Backup Servicer may sustain in any way
related to the negligence or misconduct of any Third Party with respect to the
Receivables.  The Backup Servicer shall
have no duty, responsibility, obligation or liability (collectively “Liability”)
for the acts or omissions of any such Third Party.  If any error, inaccuracy or omission
(collectively “Error”) exists in any information provided to the Backup
Servicer and such Errors cause or materially contribute to the Backup Servicer
making or continuing any Error (collectively “Continuing Errors”), the Backup
Servicer shall have no liability for such Continuing Errors; provided, however,
that this provision shall not protect the Backup Servicer against any liability
which would otherwise be imposed by reason of willful misconduct, bad faith or
negligence in discovering or correcting any Error or in the performance of its
duties contemplated herein.


 


In the event the Backup Servicer becomes aware of
Errors and/or Continuing Errors which, in the opinion of the Backup Servicer,
impair its ability to perform its services hereunder, the Backup Servicer shall
promptly notify the Servicer and the Indenture Trustee of such Errors and/or
Continuing Errors.  The Backup Servicer
shall discuss such Errors with the Servicer, and the Servicer and the Backup
Servicer shall use their reasonable efforts to correct such Errors.  If after such discussion such Errors are not
promptly corrected, with the prior consent of the Indenture Trustee, the Backup
Servicer may undertake to reconstruct any data or records appropriate to
correct such Errors and/or Continuing Errors and to prevent future Continuing
Errors.  The Backup Servicer shall be
entitled to recover its costs thereby expended as Backup Servicer Expenses in
accordance with the Sale and Servicing Agreement and the Indenture.


 


(f)            Indemnification under this Article shall
include, without limitation, reasonable fees and expenses of counsel (including
but not limited to counsel who may be employees of the Backup Servicer) and
expenses of litigation.  If the
indemnifying party has made any indemnity payments pursuant to this Article and
the recipient thereafter collects any of 


 


7

















 


such amounts from others,
the recipient shall promptly repay such amounts collected to the indemnifying
party, together with any interest earned thereon.


 


(g)           The provisions of this Section shall survive the termination of this
Agreement.


 


SECTION 3.2  Limitation on Liability.  Neither the Backup Servicer, the Servicer,
the Issuing Entity nor any of their respective directors or officers or
employees or agents shall be under any liability to the other, or any party to
the Basic Documents except as provided in this Agreement, for any action taken
or for refraining from the taking of any action in good faith pursuant to this
Agreement; provided,  however, that this provision shall not
protect the Backup Servicer, the Servicer, the Issuing Entity or any such
Person against any liability that would otherwise be imposed by reason of a
breach of this Agreement, the inaccuracy of any of their respective
representations or warranties set forth in this Agreement or willful
misfeasance, bad faith or negligence in the performance of their respective
duties, by reason of reckless disregard of obligations and duties under this
Agreement or any violation of law by the Backup Servicer, the Servicer, the
Issuing Entity or such Person, as the case may be.  The Backup Servicer, the Servicer, the
Issuing Entity and any of their respective directors, officers, employees or
agents may rely in good faith on the advice of counsel (including but not
limited to counsel who may be employees of the Backup Servicer or the Servicer,
as the case may be) or on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters arising under this
Agreement.


 


SECTION 3.3  Corporate Existence.  The Backup Servicer shall maintain its
existence and rights as a corporation under the laws of the jurisdiction of its
incorporation, and will obtain and preserve its qualification to do business as
a foreign corporation in each jurisdiction in which the failure to so qualify
would have an adverse effect on the validity or enforceability of any
Receivable or this Agreement or on the ability of the Backup Servicer to
perform its duties under this Agreement.


 


SECTION 3.4  Insurance.  The Backup Servicer shall maintain adequate
insurance in amounts and with terms customarily subscribed by companies in the
same industry performing similar functions to those of the Backup Servicer in
its role as Backup Servicer or Successor Servicer, as applicable.


 


SECTION 3.5  Compliance with Laws.  The Backup Servicer covenants with the
parties hereto that, upon the expiration of the Transfer Period, the practices
used or to be used by the Backup Servicer to monitor collections with respect
to the Contracts and repossess and dispose of the Financed Equipment related to
the contracts will be, in all material respects, legal, proper and in
conformity with the requirements of all applicable federal and State laws, rules and
regulations.  Upon the expiration of the
Transfer Period, the Backup Servicer will be in possession of all State and
local licenses (including all debt collection licenses) required for it to
perform its services hereunder, and none of such licenses shall have been
suspended, revoked or terminated.


 


SECTION 3.6  Backup Servicer Legal Proceedings.  At any time when the Backup Servicer’s
reporting obligations under Section 15(d) of the Exchange Act are not
suspended, the 


 


8

















 


Backup Servicer shall
notify the Servicer within 5 Business Days of the date that the Backup Servicer
becomes aware of (a) the initiation of any legal proceedings against the
Backup Servicer, or of which any property of the Backup Servicer is subject,
that are material to the Noteholders, (b) any developments in any such
proceedings that are material to the Noteholders and (c) any such material
proceedings that are contemplated by any governmental authority against the
Backup Servicer that are material to the Noteholders; provided, however
that in each case notice need not be provided to the extent disclosure of same
would not be required pursuant to the terms of Regulation AB of the Exchange
Act.


 


ARTICLE IV

TERMINATION EVENTS


 


SECTION 4.1  Termination Event.  For purposes of this Agreement, each of the
following shall constitute a Termination Event (subsections (a) through (d) shall
further constitute a “Backup Servicer Event of Default”):


 


(a)           Failure on the part of the Backup
Servicer duly to observe or perform in any material respect any covenant or
agreement of the Backup Servicer set forth in this Agreement, which failure
continues unremedied for a period of 30 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have been
given to the Backup Servicer by the Servicer; or


 


(b)           (i) The commencement of an
involuntary case under the federal bankruptcy laws, as now or hereinafter in
effect, or another present or future federal or State bankruptcy, insolvency or
similar law and such case is not dismissed within 60 days; or (ii) the
entry of a decree or order for relief by a court or regulatory authority having
jurisdiction in respect of the Backup Servicer in an involuntary case under the
federal bankruptcy laws, as now or hereafter in effect, or another present or
future, federal or State, bankruptcy, insolvency or similar law, or appointing
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Backup Servicer or of any substantial part of its
properties or ordering the winding up or liquidation of the affairs of the
Backup Servicer; or


 


(c)           The commencement by the Backup
Servicer of a voluntary case under the federal bankruptcy laws, as now or
hereafter in effect, or any other present or future federal or State
bankruptcy, insolvency or similar law, or the consent by the Backup Servicer to
the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Backup
Servicer or of any substantial part of its property or the making by the Backup
Servicer of an assignment for the benefit of creditors or the failure by the
Backup Servicer generally to pay its debts as such debts become due or the
taking of corporate action by the Backup Servicer in furtherance of any of the
foregoing; or


 


(d)           Any representation, warranty or
statement of the Backup Servicer made in this Agreement or any certificate,
report or other writing delivered by the Backup Servicer pursuant hereto shall
prove to be incorrect in any material respect as of the time when the same
shall have been made and, within thirty (30) days after written notice thereof
shall have been given to the Backup Servicer by the Servicer, the circumstances
or condition in respect of which 


 


9

















 


such representation,
warranty or statement was incorrect shall not have been waived, eliminated or
otherwise cured; or


 


(e)           Failure on the part of the Backup
Servicer to receive Backup Servicer Fees or Backup Servicer Expenses as and
when due as set forth in the Sale and Servicing Agreement and the Indenture,
which failure shall not be cured within twenty (20) days after the date on
which written notice of such failure shall have been received by the Servicer
and the Issuing Entity; or


 


(f)            Failure on the part of the Backup
Servicer to notify the Servicer as required pursuant to Section 3.6.


 


SECTION 4.2  Consequences of a Termination Event.


 


(a)           If a Backup Servicer Event of Default
(as defined in Section 4.1 above) shall
occur and be continuing, the Servicer may, by notice given in writing to the
Backup Servicer, terminate all of the rights and obligations of the Backup
Servicer under this Agreement, except as set forth in Sections
3.1(c), (d), (e) and (f).  On or after the receipt by the Backup
Servicer of such written notice, all authority, power, obligations and
responsibilities of the Backup Servicer under this Agreement shall be
terminated.  The terminated Backup
Servicer agrees to cooperate with the Servicer in effecting the termination of
the responsibilities and rights of the terminated Backup Servicer under this
Agreement.


 


(b)           Notwithstanding any other provision
of this Agreement, in the event of a Termination Event pursuant to Section 4.1(e), this Agreement shall terminate upon
expiration of the given cure period, and the Backup Servicer shall then have no
obligations or responsibilities under this Agreement, except as set forth in Section 3.1(f).


 


ARTICLE V

MISCELLANEOUS PROVISIONS


 


SECTION 5.1  Waiver; 
Amendment.  Neither this
Agreement nor any provision hereof may be waived, amended or modified orally,
but only by an instrument in writing signed by the Servicer, the Seller, the
Backup Servicer, the Indenture Trustee and the Issuing Entity; provided
that any such amendment shall not materially and adversely affect the interests
of any Noteholder; provided, further, that any such amendment
shall be deemed not to materially and adversely affect the interests of any
Noteholder if the Rating Agency Condition is satisfied.  Notwithstanding anything herein to the
contrary, any term or provision of this Agreement may be amended by the
Servicer and the Seller without the consent of the Noteholders or any other
Person to add, modify or eliminate any provisions as may be necessary or
advisable in order to comply with or obtain more favorable treatment under or
with respect to any law or regulation or any accounting rule or principle
(whether now or in the future in effect); it being a condition to any such
amendment that the Rating Agency Condition shall have been satisfied.


 


SECTION 5.2  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


10

















 


SECTION 5.3  Severability of Provisions.  If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.


 


SECTION 5.4  Assignment.  Notwithstanding anything to the contrary
contained in this Agreement, this Agreement may not be assigned by the Backup
Servicer without the prior written consent of the Servicer.


 


SECTION 5.5  Third-Party Beneficiaries.  This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
permitted assigns.  Nothing in this
Agreement, express or implied, shall give to any Person, other than the parties
hereto, their successors hereunder and the Persons entitled to be indemnified
pursuant to Section 3.1, any benefit or any
legal or equitable right, remedy or claim under this Agreement.


 


SECTION 5.6  Counterparts.  For the purpose of facilitating its execution
and for other purposes, this Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original, and all of which counterparts shall constitute but one and the same
instrument.


 


SECTION 5.7  Notices.  All demands, notices and communications under
this Agreement shall be in writing, personally delivered or mailed, or by
facsimile transmission: (a) in the case of the Backup Servicer, at the
following address: 4315 Pickett Road, St. Joseph, Missouri 64503 Attention:
John J. Chappell and Joseph D. Booz, Facsimile Number (816)-671-2038; (b) in
the case of the Servicer, at the following address: New Holland Credit Company,
LLC, 33 South Railroad Avenue, New Holland, Pennsylvania 17557, Attention:
Finance Manager; with a copy to: New Holland Credit Company, LLC, 100 South
Saunders Road, Lake Forest, Illinois 60045, Attention: Senior Counsel; (c) in
the case of the Issuing Entity, at the following address:  CNH Equipment Trust 2006-A, in care of The
Bank of New York, 101 Barclay Street, Floor 8W, New York, New York 10286,
Attention:  Corporate Trust
Administration-Asset Backed Finance Unit, Facsimile Number (212) 815-3923; (d) in
the case of the Seller, to CNH Capital Receivables LLC, 100 South Saunders
Road, Lake Forest, Illinois 60045, Attention of: Treasurer, Facsimile Number
(847) 955-4940; and (e) in the case of the Indenture Trustee, at its
Corporate Trust Office; or at such other address as shall be designated by any
such party in a written notice to the other parties.  All such
notices and communications shall be effective, upon receipt, or in the case of (i) notice
by mail, five days after being deposited in the United States mail, first class
postage prepaid, (ii) notice by telex, when telexed against receipt of
answer back, or (iii) notice by facsimile copy, when verbal communication
of receipt is obtained.


 


SECTION 5.8  Nonpetition Covenants.  Notwithstanding any prior termination of this
Agreement, the Backup Servicer, the Servicer and the Indenture Trustee shall
not, prior to the date that is one year and one day after the payment in full
of all securities issued by Issuing Entity or any other special purpose entity
to which Seller transfers receivables, which securities are rated at issuance
by a nationally recognized statistical rating organization, with respect to the
Issuing Entity or the Seller, acquiesce, petition or otherwise invoke or cause
the Issuing Entity or the Seller to invoke the process of any court or
governmental authority for the purpose of 


 


11

















 


commencing or sustaining
a case against the Issuing Entity or 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
Issuing Entity or the Seller or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Issuing Entity or
the Seller. The foregoing shall not limit the right of the Backup Servicer, the
Servicer or the Indenture Trustee to file any claim in or otherwise take any
action with respect to any such insolvency proceeding that was instituted
against the Issuing Entity or the Seller by any Person other than the Backup
Servicer, the Servicer or the Indenture Trustee.


 


SECTION 5.9  Term. 
The provisions of this Agreement and the duties and obligations of the
Backup Servicer hereunder shall commence on the date hereof and shall continue
in full force and effect until either (i) if SST is not then the Successor
Servicer, the Notes have been repaid in their entirety or (ii) the Pool
Balance equals zero, unless earlier terminated pursuant to the terms of this
Agreement.


 


SECTION 5.10  Limitation of Liability of Trustee.  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 Owner 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.


 


SECTION 5.11  Miscellaneous.  In connection with its execution and
performance of this Agreement, the Issuing Entity is entitled to all rights,
privileges, benefits and indemnities provided to it under the Sale and
Servicing Agreement.


 


SECTION 5.12  Confidentiality.  SST shall maintain, and shall cause each
officer, employee and agent of itself and its affiliates to maintain, the
confidentiality of this Backup Servicing Agreement, the Basic Documents and all
other confidential proprietary information with respect to the Servicer, CNH
Capital America LLC, the Seller and CNH Global N.V. and their affiliates and
successors and each of their respective businesses obtained by SST in
connection with the structuring, negotiation and execution of the transactions
contemplated herein and in the other Basic Documents or as otherwise provided
to SST from time to time due to its role as Backup Servicer or Successor
Servicer, except for information that has become publicly available or
information disclosed (i) to legal counsel, accountants and other
professional advisors to SST, (ii) as required by law, regulation or legal
process, (iii) in connection with any legal or regulatory proceeding to
which SST or any of their affiliates is subject or (iv) any other
disclosure with the prior written consent of CNHCA.


 


SECTION 5.13  Information Requests.  The parties hereto shall provide any information
reasonably requested by the Servicer 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.


 


12

















 


SECTION 5.14  Notice to Moody’s.  The Servicer shall notify Moody’s upon the
termination of this Agreement pursuant to Section 2.3
or the termination of SST as Backup Servicer pursuant to Section 4.2.


 


[The
balance of this page has been intentionally left blank]


 


13

















 


IN WITNESS WHEREOF, the Servicer, the Issuing Entity,
the Backup Servicer, the Seller and the Indenture Trustee have caused this
Backup Servicing Agreement to be duly executed by their respective officers as
of the day and year first above written.


 


	
   

  	
  NEW HOLLAND CREDIT COMPANY, LLC, 

  as Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Brian O’Keane

  	
   

  
	
   

  	
  Name:

  	
   Brian O’Keane

  
	
   

  	
  Title:

  	
   Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CNH CAPITAL RECEIVABLES LLC, as
  Seller

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Brian O’Keane

  	
   

  
	
   

  	
  Name:

  	
   Brian O’Keane

  
	
   

  	
  Title:

  	
   Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CNH EQUIPMENT TRUST 2006-A, as
  Issuing 

  Entity

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  The Bank of New York, not in its individual

  
	
   

  	
   

  	
  capacity but solely as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Catherine Murray

  	
   

  
	
   

  	
  Name:

  	
   Catherine
  Murray

  
	
   

  	
  Title:

  	
   Assistant
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SYSTEMS & SERVICES
  TECHNOLOGIES, 

  INC., as Backup Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kimberly K. Costa

  	
   

  
	
   

  	
  Name:

  	
   Kimberly K.
  Costa

  
	
   

  	
  Title:

  	
   Vice
  President

  
												



 


S-1

















 


	
  ACKNOWLEDGED AND AGREED:

  
	
   

  
	
   

  
	
  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-2

















 


SCHEDULE I


 


DESCRIPTION OF
VERIFICATION AND CONFIRMATION DUTIES

(BACKUP SERVICING)


 


The Backup Servicer shall provide the following
services related to backup servicing in connection with the Contracts.


 


(i)            The
Backup Servicer will work with the Servicer’s personnel to obtain the necessary
systems and data information from the servicing systems in use by the Servicer
(the “Initial Data File Data Layouts and Definitions” as set forth in Appendix
A).  Using this information, the Backup
Servicer will create a set of conversion routines and database mapping
programs, as necessary, that will enable the Backup Servicer to receive data
from the Servicer on a monthly basis (at the time and in the manner specified in
Section 2.1(a) of the Backup
Servicing Agreement) and to ensure that the data is readable.


 


(ii)           On
a monthly basis, commencing with the Initial Collection Period, the Backup
Servicer shall (x) verify receipt of the Monthly Data Files, as set forth in
Appendix B, required to be delivered by the Servicer (at the time and in the
manner specified in Section 2.1(a) of
the Backup Servicing Agreement) and (y) verify that the records and data
contained in the monthly data files are in a readable format.


 


(iii)          On
the 10th Business Day after receipt of the Monthly Data Files and the Servicer’s
Certificate from the Servicer, the Backup Servicer shall notify the Servicer
that (i) the Backup Servicer has reviewed the Monthly Data Files for the
related Collection Period, (ii) a review of the information concerning
delinquency aging, defaults and ending Contract Value reflected on the Servicer’s
Certificate has been made and (iii) to the best of SST’s knowledge using
its best reasonable efforts, the data in such Monthly Data Files ties to such
items on the Servicer’s Certificate, resulting in no discrepancies between
them.  If the preceding statement cannot
be made in the affirmative, SST shall notify the Servicer of the nature of any
and all discrepancies.  The Backup Servicer
and the Servicer shall attempt to reconcile all discrepancies with respect to
such Servicer’s Certificate. The effect, if any, of such reconciliation shall
be reflected in the next succeeding Servicer’s Certificate.