Exhibit 4.4


 


CNH EQUIPMENT TRUST 2006-A


 


 


PURCHASE AGREEMENT


 


 


between


 


 


CNH CAPITAL AMERICA LLC


 


 


and


 


 


CNH CAPITAL RECEIVABLES LLC


 


 


Dated as of March 1, 2006


 


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  Certain Definitions

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.1.

  	
   

  	
  Definitions

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 1.2.

  	
   

  	
  Other Definitional
  Provisions

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  Conveyance of
  Receivables

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.1.

  	
   

  	
  Conveyance of Purchased
  Contracts

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.2.

  	
   

  	
  Conveyance of
  Subsequent CNHCA Receivables

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.3.

  	
   

  	
  Intention of the
  Parties

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.4.

  	
   

  	
  The Closing

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.5.

  	
   

  	
  Payment of the Purchase
  Price

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 2.6.

  	
   

  	
  Cross-Collateralization

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  Representations and
  Warranties

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.1.

  	
   

  	
  Representations and
  Warranties of CNHCR

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 3.2.

  	
   

  	
  Representations and
  Warranties of CNHCA

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE IV

  	
   

  	
  Conditions

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.1.

  	
   

  	
  Conditions to
  Obligation of CNHCR

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 4.2.

  	
   

  	
  Conditions to Obligation
  of CNHCA

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  Covenants of CNHCA

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.1.

  	
   

  	
  Protection of Right,
  Title and Interest

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.2.

  	
   

  	
  Other Liens or
  Interests

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.3.

  	
   

  	
  Jurisdiction of
  Organization

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.4.

  	
   

  	
  Costs and Expenses

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.5.

  	
   

  	
  Indemnification

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.6.

  	
   

  	
  Transfer of Subsequent
  CNHCA Receivables

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 5.7.

  	
   

  	
  Cross-Collateralization

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  Miscellaneous
  Provisions

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.1.

  	
   

  	
  Obligations of CNHCA

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.2.

  	
   

  	
  Repurchase Events

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.3.

  	
   

  	
  CNHCR Assignment of
  Repurchased Receivables

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.4.

  	
   

  	
  Trust

  	
   

  	
  18

  
								



 


i

















 


	
   

  	
  SECTION 6.5.

  	
   

  	
  Amendment

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.6.

  	
   

  	
  Accountants’ Letters

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.7.

  	
   

  	
  Waivers

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.8.

  	
   

  	
  Notices

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.9.

  	
   

  	
  Costs and Expenses

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.10.

  	
   

  	
  Representations of
  CNHCA and CNHCR

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.11.

  	
   

  	
  Confidential
  Information

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.12.

  	
   

  	
  Headings and
  Cross-References

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.13.

  	
   

  	
  Governing Law

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.14.

  	
   

  	
  Counterparts

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.15.

  	
   

  	
  Severability

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 6.16.

  	
   

  	
  Information Requests

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of CNHCA
  Assignment

  	
   

  	
   

  
	
  EXHIBIT B

  	
  Form of CNHCA
  Subsequent Transfer Assignment

  	
   

  	
   

  
							



 


SCHEDULES


 


SCHEDULE P        Perfection Representation and Warranties


 


ii

















 


PURCHASE AGREEMENT (as
amended or supplemented from time to time, this “Agreement”) dated as of March
1, 2006 between CNH CAPITAL AMERICA LLC,
a Delaware limited liability company (“CNHCA”), and CNH CAPITAL
RECEIVABLES LLC, a Delaware limited liability company (“CNHCR”).


 


RECITALS


 


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


 


WHEREAS, CNHCA and CNHCR
wish to set forth the terms pursuant to which: (1) Contracts having an
aggregate Contract Value of approximately $145,470,529.45 and identified on Schedule A to the CNHCA Assignment (the “Purchased Contracts”) as of the Initial
Cutoff Date are to be sold by CNHCA to CNHCR on the date hereof and (2) certain
Subsequent CNHCA Receivables are to be sold by CNHCA to CNHCR from time to time
on each Subsequent Transfer Date; and


 


WHEREAS,
CNHCR, as of the Initial Cutoff Date, owned Contracts previously purchased from
CNHCA pursuant to an Amended and Restated Receivables Purchase Agreement dated
as of December 15, 2000 (as amended from time to time, the “Liquidity Receivables
Purchase Agreement”)
between CNHCA and CNHCR, having an aggregate Contract Value of approximately
$617,721,821.74 and identified on Schedule A to
the Assignment (the “Owned
Contracts”,
and together with the Purchased Contracts, the “Initial Receivables”); and


 


WHEREAS,
the Initial Receivables and the Subsequent CNHCA Receivables will be
transferred by CNHCR, pursuant to the Sale and Servicing Agreement, to CNH
Equipment Trust 2006-A (the “Trust”), which Trust will
issue Certificates representing non-assessable, fully paid, undivided
beneficial interests in, and Notes collateralized by, the Receivables and the
other property of the Trust; and


 


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


 


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


 

















 


ARTICLE I

Certain Definitions


 


SECTION 1.1. Definitions.
Capitalized terms used herein and not otherwise defined herein are defined in
Appendix A to the Indenture dated as of the date hereof between CNH Equipment
Trust 2006-A and JPMorgan Chase Bank, N.A., as Indenture Trustee.


 


SECTION 1.2. Other
Definitional Provisions. (a) 
All terms defined in this Agreement shall have the defined meanings when
used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.


 


(b)           As used in this
Agreement and in any certificate or other document made or delivered pursuant
hereto, accounting terms not defined in this Agreement or in any such
certificate or other document, and accounting terms partly defined in this
Agreement or in any such certificate or other document to the extent not
defined, shall have the respective meanings given to them under generally
accepted accounting principles as in effect on the date hereof. To the extent
that the definitions of accounting terms in this Agreement or in any such
certificate or other document are inconsistent with the meanings of such terms
under generally accepted accounting principles, the definitions contained in
this Agreement or in any such certificate or other document shall control.


 


(c)           The words “hereof”, “herein”,
“hereunder” and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement; Section, Schedule and Exhibit references contained in this Agreement
are references to Sections, Schedules and Exhibits in or to this Agreement
unless otherwise specified; and the term “including” shall mean “including,
without limitation,”.


 


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


 


ARTICLE II

Conveyance of Receivables


 


SECTION 2.1. Conveyance
of Purchased Contracts. In consideration of CNHCR’s payment of
$145,470,529.45 (the “Initial
Purchase Price”)
in the manner set out in Section 2.5(a), CNHCA does hereby sell, transfer,
assign, set over and otherwise convey to CNHCR, without recourse (subject to
the obligations herein), all of its right, title, interest in, to and under
(collectively, the “Initial
CNHCA Assets”):


 


(i)                    the Purchased Contracts and the
Owned Contracts, including all documents constituting chattel paper included
therewith, and all obligations of the


 


2

















 


Obligors thereunder, including all moneys paid
thereunder on or after the Initial Cutoff Date;


 


(ii)                   the security interests in the
Financed Equipment granted by Obligors pursuant to the Purchased Contracts and
the Owned Contracts and any other interest of CNHCA in such Financed Equipment;


 


(iii)                  any proceeds with respect to
the Purchased Contracts and the Owned Contracts from claims on insurance
policies covering Financed Equipment or Obligors;


 


(iv)                  any proceeds from recourse to
Dealers with respect to the Purchased Contracts and the Owned Contracts other
than any interest in the Dealers’ reserve accounts maintained with CNHCA;


 


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


 


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


 


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


 


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


 


(i)                    the Subsequent CNHCA
Receivables listed on Schedule A to the related CNHCA Subsequent Transfer
Assignment, including all documents constituting chattel paper included
therewith, and all obligations of the Obligors thereunder, including all 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 CNHCA
Receivables and any other interest of CNHCA in such Financed Equipment;


 


3

















 


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


 


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


 


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


 


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


 


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


 


If (but only to the
extent that) the transfer of the Assets hereunder is characterized by a court
or other governmental authority as a loan rather than a sale, CNHCA shall be
deemed hereunder to have granted to CNHCR a security interest in all of CNHCA’s
right, title and interest in and to the Assets. Such security interest shall
secure all of CNHCA’s obligations (monetary or otherwise) under this Agreement
and the other Basic Documents to which it is a party, whether now or hereafter
existing or arising, due or to become due, direct or indirect, absolute or
contingent. CNHCR shall have, with respect to the property described in


 


4

















 


Section
2.1 and Section 2.2, and in addition to all
the other rights and remedies available to CNHCR under this Agreement and
applicable law, all the rights and remedies of a secured party under any
applicable UCC, and this Agreement shall constitute a security agreement under
applicable law.


 


SECTION 2.4. The
Closing. The sale and purchase of the Purchased Contracts shall
take place at a closing at the offices of Mayer, Brown, Rowe & Maw LLP, 71
South Wacker Drive, Chicago, Illinois 60606 on the Closing Date, simultaneously
with the closings under: (a) the Sale and Servicing Agreement, (b) the Trust
Agreement, (c) the Administration Agreement and (d) the Indenture.


 


SECTION 2.5. Payment
of the Purchase Price.


 


(a)           Purchased Contracts. The Initial Purchase
Price is payable as follows:  (i)
partially in cash on the Closing Date, and (ii) the remainder shall be deemed
to have been added to the outstanding balance of the subordinated note, dated
as of December 15, 2000, payable by CNHCR to CNHCA and executed in connection
with the Liquidity Receivables Purchase Agreement.


 


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


 


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


 


5

















 


securing the repayment of any Receivable, whether as a result of the
related Obligor agreeing to cross collateralize obligations or otherwise.


 


ARTICLE III

Representations and Warranties


 


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


 


(a)           Organization and Good Standing. CNHCR has
been duly organized and is validly existing as a limited liability company in
good standing under the laws of the State of Delaware, with the power and
authority to own its properties and to conduct its business as such properties
are currently owned and such business is presently conducted, and had at all
relevant times, and has, the power and authority to acquire, own and sell the
Receivables.


 


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


 


(c)           Power and Authority. CNHCR has the power
and authority to execute and deliver this Agreement and to carry out its terms;
and the execution, delivery and performance of this Agreement have been duly
authorized by CNHCR by all necessary limited liability company action.


 


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


 


(e)           No Violation. The consummation of the
transactions contemplated by this Agreement and the fulfillment of the terms
hereof do not conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time) a
default under, the certificate of formation, limited liability company
agreement or by-laws of CNHCR, or any indenture, agreement or other instrument
to which CNHCR is a party or by which it is bound; or result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any
such indenture, agreement or other instrument (other than the Sale and
Servicing Agreement and the Indenture); or violate any law or, to the best of
CNHCR’s knowledge, any order, rule or regulation applicable to CNHCR of any


 


6

















 


court or of any federal or state regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over CNHCR or its
properties.


 


(f)            No Proceedings. As of the date of the
Underwriting Agreement, Prospectus Date and the Closing Date, there are no
proceedings or investigations pending or, to CNHCR’s knowledge, threatened
against CNHCR, before any court, regulatory body, administrative agency or
other tribunal or governmental instrumentality having jurisdiction over CNHCR
or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking
to prevent the consummation of any of the transactions contemplated by this
Agreement, or (iii) seeking any determination or ruling that might materially
and adversely affect the performance by CNHCR of its obligations under, or the
validity or enforceability of, this Agreement or otherwise be material to the
Noteholders.


 


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


 


(i)                    Organization
and Good Standing. CNHCA has been duly organized and is validly
existing as a limited liability company in good standing under the laws of the
State of Delaware, with the power and authority to own its properties and to
conduct its business as such properties are currently owned and such business
is presently conducted, and had at all relevant times, and has, the power and
authority to acquire, own and sell the Receivables.


 


(ii)                   Due
Qualification. CNHCA is duly qualified to do business as a foreign
limited liability company in good standing, and has obtained all necessary
licenses and approvals, in all jurisdictions in which the ownership or lease of
property or the conduct of its 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, CNHCA’s
performance of its obligations under the Basic Documents to which it is a
party, or the business or condition (financial or otherwise) of CNHCA or impair
the validity or enforceability of any Receivable.


 


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


 


7

















 


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


 


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


 


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


 


(b)           CNHCA makes the
following representations and warranties as to the Receivables on which CNHCR
relies in accepting the Initial Receivables and the Subsequent CNHCA
Receivables and in transferring the Receivables to the Trust. Such
representations and 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
Subsequent Receivables, but shall survive the sale, transfer and assignment of
the Receivables to CNHCR and the subsequent assignment and transfer of such
Receivables to the Trust pursuant to the Sale and Servicing Agreement and
pursuant to the Indenture:


 


(i)                    Characteristics of Receivables. Each
Receivable is a Retail Installment Contract and: (A) (1) (i) was originated in
the United States of America by a Dealer in connection with the retail sale of
Financed Equipment in


 


8

















 


the ordinary course of such Dealer’s business, and
(ii) was purchased by CNHCA from a Dealer and validly assigned by such Dealer
to CNHCA in accordance with its terms, except that some of the Receivables were
purchased by NH Credit from Dealers (after being originated as provided above),
securitized in a previous CNH Equipment Trust and purchased by CNHCA through
the exercise of a clean-up call relating to that previous securitization, or
(2) was originated in the United States of America by CNHCA in connection with
the financing of Financed Equipment in the ordinary course of CNHCA’s business
and, in each case, was fully and properly executed by the parties thereto, (B)
has created a valid, subsisting and enforceable first priority security
interest in the Financed Equipment in favor of CNHCA except to the extent that
such security interest has been assigned by CNHCA to CNHCR, by CNHCR to the
Issuing Entity and by the Issuing Entity to the Indenture Trustee, (C) contains
customary and enforceable provisions such that the rights and remedies of the
holder thereof are adequate for realization against the collateral of the
benefits of the security, and (D) provides for fixed payments on a periodic
basis that fully amortize the Amount Financed by maturity and yield interest at
the Annual Percentage Rate.


 


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


 


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


 


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


 


9

















 


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


 


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


 


(vii)                 Receivables
in Force. No Receivable has been satisfied, subordinated or
rescinded, nor has any Financed Equipment been released from the Lien granted
by the related Receivable in whole or in part.


 


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


 


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


 


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


 


(xi)                   No
Default. No Receivable is a non-performing Receivable or has a
payment that is more than 90 days
overdue as of the Initial Cutoff Date or Subsequent Cutoff Date, as applicable,
and, except for a payment default continuing for a period of not more than 90 days,
no default, breach, violation or event permitting acceleration under the terms
of any Receivable has occurred and is continuing; and no continuing condition
that with notice or the lapse of time would constitute such a default, breach,
violation or event permitting acceleration under the terms of any Receivable
has arisen; and CNHCA has not waived and shall not waive any of the foregoing.


 


(xii)                  Title.
It is the intention of CNHCA that the transfers and assignments contemplated
herein and in the Liquidity Receivables Purchase Agreement constitute a sale of
the Receivables from CNHCA to CNHCR and that the beneficial interest in and
title to the Receivables not be part of the debtor’s estate in the event of the
filing of a bankruptcy petition by or against CNHCA


 


10

















 


under any bankruptcy or similar law. Immediately prior to the transfers
and assignments contemplated herein and in the Liquidity Receivables Purchase
Agreement, CNHCA had good title to each Receivable, free and clear of all Liens
and, immediately upon the transfer thereof, CNHCR shall have good title to each
Receivable, free and clear of all Liens; and the transfer and assignment of the
Receivables to CNHCR has been perfected under the UCC.


 


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


 


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


 


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


 


(xvi)                Maturity
of Receivables. Each Receivable has a remaining term to maturity of
not more than 72 months, in the
case of the Initial Receivables, and 72
months, in the case of the Subsequent Receivables; the weighted average
remaining term of the Initial Receivables is approximately 47.56 months as of
the Initial Cutoff Date; the weighted average original term of the Receivables,
including as of each Subsequent Transfer Date all Subsequent Receivables
previously transferred to CNHCR, will not be greater than 55 months.


 


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


 


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


 


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


 


(xx)                  Financing.
Approximately 62.52% of the aggregate Statistical Contract Value of the Initial
Receivables, were secured by equipment that was new at the time the related
Initial Receivable was originated; the remainder of the Initial Receivables
represent financing of used equipment; approximately 68.66%


 


11

















 


of the aggregate Statistical Contract Value of the Initial Receivables,
represent financing of agricultural equipment; the remainder of the Initial
Receivables represent financing of construction equipment. The aggregate
Statistical Contract Value of the Receivables for the purposes of the above
calculations as of the Initial Cutoff Date is $810,394,179.12. Additionally,
not more than 35% of the aggregate Contract Value of the Receivables,
including, as of each Subsequent Transfer Date, all Subsequent Receivables
previously transferred to CNHCR, will represent Contracts for the financing of
construction equipment.


 


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


 


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


 


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


 


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


 


(xxv)                Payment
Frequency. As of the Initial Cutoff Date and as shown on the books
of CNHCA:  (A) Initial Receivables having
an aggregate Statistical Contract Value equal to 48.03% of the Initial
Aggregate Statistical Contract Value had annual scheduled payments, (B) Initial
Receivables having an aggregate Statistical Contract Value equal to 2.88% of
the Initial Aggregate Statistical Contract Value had semi-annual scheduled
payments, (C) Initial Receivables having an aggregate Statistical Contract
Value equal to 0.79% of the Initial Aggregate Statistical Contract Value had quarterly
scheduled payments, (D) Initial Receivables having an aggregate Statistical
Contract Value equal to 42.82% of the Initial Aggregate Statistical Contract
Value had monthly scheduled payments, and (E) Initial Receivables having an
aggregate Statistical Contract Value equal to 5.49% of the Initial Aggregate
Statistical Contract Value had irregularly scheduled payments.


 


(xxvi)               Interest
Accruing. Each Receivable, other than those Receivables consisting
of Contracts that contain interest waivers for a specified period of time, is,
as of the Closing Date or a Subsequent Transfer Date, as applicable, accruing
interest; no Receivable contains an interest waiver extending more than 12
months after the Initial Cutoff Date.


 


12

















 


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


 


ARTICLE IV

Conditions


 


SECTION 4.1. Conditions
to Obligation of CNHCR.


 


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


 


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


 


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


 


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


 


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


 


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


 


13

















 


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


 


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


 


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


 


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


 


(ii)                   CNHCA shall, to the extent
required by Section 5.2 of the Sale and Servicing Agreement, have delivered to
CNHCR for deposit in the Collection Account all collections in respect of the
Subsequent CNHCA Receivables;


 


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


 


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


 


(v)                   the Funding Period shall not
have terminated;


 


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


 


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


 


14

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


15

















 


ARTICLE V

Covenants of CNHCA


 


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


 


SECTION 5.1. Protection
of Right, Title and Interest. (a)  Filings.
CNHCA shall cause all financing statements and continuation statements and any
other necessary documents covering the right, title and interest of CNHCR in
and to the Receivables and the other property included in the Trust Estate to
be promptly filed, and at all times to be kept recorded, registered and filed,
all in such manner and in such places as may be required by law fully to
preserve and protect the right, title and interest of CNHCR hereunder to the
Receivables, and other property sold hereunder. CNHCA shall deliver (or cause
to be delivered) to CNHCR file-stamped copies of, or filing receipts for, any
document recorded, registered or filed as provided above as soon as available
following such recordation, registration or filing. CNHCR shall cooperate fully
with CNHCA in connection with the obligations set forth above and will execute
any and all documents reasonably required to fulfill the intent of this
paragraph.


 


(b)           Name Change. Within 15 days after CNHCA
makes any change in its name, identity or organizational structure that would
or could reasonably be expected to make any financing statement or continuation
statement filed in accordance with paragraph (a) seriously misleading
within the applicable provisions of the UCC or any title statute, CNHCA shall
give CNHCR notice of any such change, and no later than five days after the
effective date thereof, shall file such financing statements or amendments as
may be necessary to continue the perfection of CNHCR’s interest in the property
included in the Trust Estate.


 


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


 


SECTION 5.2. Other
Liens or Interests. Except for the conveyances hereunder and
pursuant to the Liquidity Receivables Purchase Agreement, the Sale and
Servicing Agreement, the Indenture and the other Basic Documents, CNHCA: (a)
will not sell, pledge, assign or transfer to any Person, or grant, create,
incur, assume or suffer to exist any Lien on, any interest in, to and under the
Receivables, and (b) shall defend the right, title and interest of CNHCR in, to
and under the Receivables against all claims of third parties claiming through
or under


 


16

















 


CNHCA; provided, however, that CNHCA’s obligations under this
Section shall terminate upon the termination of the Trust pursuant to the Trust
Agreement.


 


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


 


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


 


SECTION 5.5. Indemnification.
CNHCA shall indemnify, defend and hold harmless CNHCR for any liability as a
result of the failure of a Receivable to be originated in compliance with all
requirements of law and for any breach of any of its representations and
warranties contained herein. These indemnity obligations shall be in addition
to any obligation that CNHCA may otherwise have. CNHCA shall indemnify, defend
and hold harmless CNHCR, the Issuing Entity, the Trustee and the Indenture
Trustee (and their respective officers, directors, employees and agents) from
and against any taxes that may at any time be asserted against such Person with
respect to the sale of the Purchased Contracts to CNHCR hereunder, the sale of
the Owned Contracts to CNHCR under the Liquidity Receivables Purchase Agreement
or the sale of the Receivables to the Issuing Entity by CNHCR or the issuance
and original sale of the Certificates and the Notes, including any sales, gross
receipts, general corporation, tangible personal property, privilege or license
taxes (but, in the case of CNHCR and the Issuing Entity, not including any
taxes asserted with respect to ownership of the Receivables on federal or other
income taxes arising out of the transactions contemplated by this Agreement)
and costs and expenses in defending against the same.


 


SECTION 5.6. Transfer
of Subsequent CNHCA Receivables. CNHCA covenants to transfer to
CNHCR, pursuant to Section
2.2, Subsequent CNHCA Receivables with an aggregate Contract
Value approximately equal to $386,807,648.82, subject only to the availability
of such Subsequent CNHCA Receivables.


 


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


 


17

















 


CNHCA hereby represents, warrants and covenants that NH Credit has not
sold, assigned, or otherwise pledged to any third party (other than CNHCA) any
interest in any item of Financed Equipment securing the repayment of any NH
Owned Contract, and will not do so.


 


ARTICLE VI

Miscellaneous Provisions


 


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


 


SECTION 6.2. Repurchase
Events. CNHCA hereby covenants and agrees with CNHCR for the
benefit of CNHCR, the Indenture Trustee, the Noteholders, the Trust, the
Trustee and the Certificateholders that the occurrence of a breach of any of
CNHCA’s representations and warranties contained in Section 3.2(b),
shall constitute events obligating CNHCA to repurchase any Receivable and, with
respect to a breach of any of CNHCA’s representations and warranties contained
in Sections
3.2(b)(xvi), (xvii), (xix), (xx), (xxv)
and (xxvi), any Receivable
materially and adversely affected by any such breach (“Repurchase Events”) at the Purchase
Amount from CNHCR or from the Trust. Except as set forth in Section 5.5,
the repurchase obligation of CNHCA shall constitute the sole remedy of CNHCR,
the Indenture Trustee, the Noteholders, the Trust, the Trustee or the
Certificateholders against CNHCA with respect to any Repurchase Event. Section
4.6 and Section 9.1(a) of the Sale and Servicing Agreement are hereby
incorporated by reference as if they were set forth herein.


 


SECTION 6.3. CNHCR
Assignment of Repurchased Receivables. With respect to all
Receivables repurchased by CNHCA pursuant to this Agreement, CNHCR shall sell,
transfer, assign, set over and otherwise convey to CNHCA, without recourse,
representation or warranty, all of CNHCR’s right, title and interest in, to and
under such Receivables, and all security and documents relating thereto.


 


SECTION 6.4. Trust.
CNHCA acknowledges and agrees that: (a) CNHCR will, pursuant to the Sale and
Servicing Agreement, sell the Receivables to the Trust and assign its rights
under this Agreement to the Trust, (b) the Trust will, pursuant to the
Indenture, assign such Receivables and such rights to the Indenture Trustee and
(c) the representations, warranties and covenants contained in this Agreement and
the rights of CNHCR under this Agreement, including under Section 6.2,
are intended to benefit the Trust, the Certificateholders, the Counterparties
and the Noteholders. CNHCA hereby consents to all such sales and assignments
and agrees that enforcement of a right or remedy hereunder by the Indenture
Trustee shall have the same force and effect as if the right or remedy had been
enforced or executed by CNHCR.


 


18

















 


SECTION 6.5. Amendment.
This Agreement may be amended from time to time, with prior written notice to
the Rating Agencies, by a written amendment duly executed and delivered by
CNHCA and CNHCR, without the consent of the Noteholders or the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions in this Agreement or 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 such amendment will not in the
Opinion of Counsel, materially and adversely affect the interest of any
Noteholder or Certificateholder. Notwithstanding anything herein to the
contrary, any term or provision of this Agreement may be amended by CNHCA and
CNHCR without the consent of the Certificateholders, the Noteholders or any
other Person to add, modify or eliminate any provisions as may be necessary or
advisable in order to comply with or obtain more favorable treatment under or with
respect to any law or regulation or any accounting rule or principle (whether
now or in the future in effect); it being a condition to any such amendment
that the Rating Agency Condition shall have been satisfied.


 


This Agreement may also
be amended from time to time by CNHCA and CNHCR, with prior written notice to
the Rating Agencies, with the written consent of (x) Noteholders holding Notes
evidencing at least a majority of the Note Balance and (y) the
Certificateholders evidencing not less than 50% of the beneficial interest in
the Trust, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying
in any manner the rights of the Noteholders or the Certificateholders; provided, however,
that no such amendment may: (i) increase or reduce in any manner the amount of,
or accelerate or delay the timing of, collections of payments on Receivables or
distributions that are required to be made for the benefit of the Noteholders
or the Certificateholders or (ii) reduce the aforesaid percentage of the Notes
and Certificates that are required to consent to any such amendment, without
the consent of the holders of all the outstanding Notes and Certificates.


 


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


 


SECTION 6.6. Accountants’
Letters. (a) A firm of independent certified public accountants
will review the characteristics of the Receivables described in the Schedule of
Receivables and will compare those characteristics to the information with
respect to the Receivables contained in the Prospectus, (b) CNHCA will
cooperate with CNHCR and such accounting firm in making available all
information and taking all steps reasonably necessary to permit such accounting
firm to complete the review set forth in clause (a) and to deliver the letters


 


19

















 


required of them under the Underwriting Agreement, (c) such accounting
firm will deliver to CNHCR a letter, dated the date of the Prospectus, in the
form previously agreed to by CNHCA and CNHCR, with respect to the financial and
statistical information contained in the Prospectus and with respect to such
other information as may be agreed in the form of the letter.


 


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


 


SECTION 6.8. Notices.
All demands, notices and communications under this Agreement shall be in
writing, personally delivered or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt: (a) in the
case of CNHCA, to CNH Capital America LLC, 100 South Saunders Road, Lake
Forest, Illinois 60045, Attention: Treasurer (telephone (847) 735-9200);
(b) in the case of CNHCR, 100 South Saunders Road, Lake Forest, Illinois 60045,
Attention: Treasurer (telephone (847) 735-9200), (c) in the case of the
Rating Agencies, at their respective addresses set forth in Section 10.3 of the
Sale and Servicing Agreement; or, as to each of the foregoing, at such other
address as shall be designated by written notice to the other parties.


 


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


 


SECTION 6.10. Representations of CNHCA and CNHCR. The respective
agreements, representations, warranties and other statements by CNHCA and CNHCR
set forth in or made pursuant to this Agreement shall remain in full force and
effect and will survive the closing under Section 2.4.


 


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


 


SECTION 6.12. Headings and Cross-References. The various headings
in this Agreement are included for convenience only and shall not affect the
meaning or interpretation of any provision of this Agreement. References in
this Agreement


 


20

















 


to Section names or numbers are to such Sections of this Agreement
unless otherwise expressly indicated.


 


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


 


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


 


SECTION 6.15. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


SECTION 6.16. Information Requests.
The parties hereto shall provide any information reasonably requested by the
other party or any of their Affiliates, at the expense of such party, in order
to comply with or obtain more favorable treatment under any current or future
law, rule, regulation, accounting rule or principle.


 


(signature pages follow)


 


21

















 


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


 


	
   

  	
   

  	
  CNH CAPITAL RECEIVABLES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Brian O’Keane

  	
   

  
	
   

  	
   

  	
  Name: Brian O’Keane

  
	
   

  	
   

  	
  Title:  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CNH CAPITAL AMERICA LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Brian O’Keane

  	
   

  
	
   

  	
   

  	
  Name: Brian O’Keane

  
	
   

  	
   

  	
  Title:  Treasurer

  



 


S-1

















 


EXHIBIT A


to
Purchase Agreement


 


FORM OF


CNHCA
ASSIGNMENT


 


For value received, in
accordance with and subject to the Purchase Agreement dated as of March 1, 2006
(the “Purchase
Agreement”),
between the undersigned and CNH Capital Receivables LLC (“CNHCR”), the undersigned
does hereby sell, assign, transfer, set over and otherwise convey unto CNHCR,
without recourse, all of its right, title, interest in, to and under: (a) the
Purchased Contracts, which are 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
Initial Cutoff Date, (b) the security interests in the Financed Equipment
granted by Obligors pursuant to the Purchased Contracts and any other interest
of the undersigned in such Financed Equipment, (c) any proceeds with respect to
the Purchased Contracts from claims on insurance policies covering Financed
Equipment or Obligors, (d) any proceeds from recourse to Dealers with respect
to the Purchased Contracts other than any interest in the Dealers’ reserve
accounts maintained with CNH Capital America LLC, (e) any Financed Equipment
that shall have secured the Purchased Contracts and that shall have been
acquired by or on behalf of CNHCR, and (f) the proceeds of any and all of the
foregoing. The foregoing sale does not constitute and is not intended to result
in any assumption by CNHCR of any obligation of the undersigned to the
Obligors, insurers or any other person in connection with the Purchased
Contracts, Receivables Files, any insurance policies or any agreement or
instrument relating to any of them.


 


This CNHCA Assignment is
made pursuant to and upon the representations, warranties and agreements on the
part of the undersigned contained in the Purchase Agreement and is to be
governed in all respects by the Purchase Agreement.


 


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


 


A-1

















 


IN WITNESS WHEREOF, the
undersigned has caused this CNHCA Assignment to be duly executed as of March 1,
2006.


 


	
   

  	
  CNH CAPITAL
  AMERICA LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


A-2

















 


EXHIBIT B


to
Purchase Agreement


 


FORM OF


CNHCA SUBSEQUENT TRANSFER
ASSIGNMENT


 


For value received, in
accordance with and subject to the Purchase Agreement dated as of March 1, 2006
(the “Purchase
Agreement”),
between CNH Capital America LLC, a Delaware limited liability company (“CNHCA”), and CNH Capital
Receivables LLC, a Delaware limited liability company (“CNHCR”), CNHCA does hereby
sell, transfer, assign, set over and otherwise convey to CNHCR, without
recourse, all of its right, title, interest in, to and under: (a) the
Subsequent CNHCA Receivables, with an aggregate Contract Value equal to $[  ], listed on Schedule A
hereto, including all documents constituting chattel paper included therewith,
and all obligations of the Obligors thereunder, including all 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 CNHCA
Receivables and any other interest of CNHCA in such Financed Equipment, (c) any
proceeds with respect to such Subsequent CNHCA Receivables from claims on
insurance policies covering Financed Equipment or Obligors, (d) any proceeds
from recourse to Dealers with respect to such Subsequent CNHCA Receivables
other than any interest in the Dealers’ reserve accounts maintained with CNHCA,
(e) any Financed Equipment that shall have secured any such Subsequent CNHCA
Receivables and that shall have been acquired by or on behalf of CNHCR, and (f)
the proceeds of any and all of the foregoing. The foregoing sale does not
constitute and is not intended to result in any assumption by CNHCR of any
obligation of CNHCA to the Obligors, insurers or any other person in connection
with such Subsequent CNHCA Receivables, Receivable Files, any insurance
policies or any agreement or instrument relating to any of them.


 


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


 


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


 


B-1

















 


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


 


	
   

  	
  CNH Capital America LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


B-2

















 


SCHEDULE
A


to
CNHCA Subsequent Transfer Assignment


 


SCHEDULE
OF SUBSEQUENT CNHCA RECEIVABLES


 


[See attached list]


 

















 


ANNEX A


to
CNHCA Subsequent Transfer Assignment


 


OFFICER’S
CERTIFICATE


 


I, the undersigned
officer of CNH Capital America LLC (the “Company”), do hereby
certify, pursuant to Section 4.1(b)(xiii) of
the Purchase Agreement dated as of March 1, 2006, among the Company, and CNH
Capital Receivables LLC (the “Purchase
Agreement”), that
(i) all of the conditions precedent to the transfer to CNHCR of the Subsequent
CNHCA Receivables listed on Schedule A to the CNHCA Subsequent Transfer
Assignment delivered herewith, and the other property and rights related to
such Subsequent CNHCA Receivables as described in Section
2.2 of the Purchase Agreement, have been satisfied on or prior to the
related Subsequent Transfer Date and (ii) each statement of fact set forth in
any officer’s certificate executed by an officer of the Company in connection
with an Opinion of Counsel delivered on the Closing Date with respect to a
transfer of, or a security interest in, the Receivables shall be true and
correct as of the date hereof with respect to the Subsequent CNHCA Receivables
listed on the aforementioned Schedule A.


 


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


 


IN WITNESS WHEREOF, the
undersigned has caused this certificate to be duly executed this         
day of             ,
2006.


 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


Schedule P


 


1.             General. The Purchase
Agreement creates, or with respect to 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 UCC) in the Receivables in favor of CNHCR, which,
(a) is enforceable upon execution of the Purchase Agreement against creditors
of and purchasers from CNHCA, as such enforceability may be limited by
applicable debtor relief laws, now or hereafter in effect, and by general
principles of equity (whether considered in a suit at law or in equity), and
(b) upon filing of the financing statements described in clause 4 below will be
prior to all other Liens (other than Liens permitted pursuant to clause 3
below).


 


2.             General. The Receivables
constitute “tangible chattel paper” within the meaning of UCC Section 9-102. CNHCA
has taken all steps necessary to perfect its security interest against the
Obligor in the Financed Equipment securing the Receivables.


 


3.             Creation. Immediately prior
to the conveyance of the Receivables pursuant to the Purchase Agreement, CNHCA
owns and has good and marketable title to, or has a valid security interest in,
the Receivables free and clear of any Lien, claim or encumbrance of any Person.


 


4.             Perfection. CNHCA has caused
or will have caused, within ten days of the Closing Date, the filing of all
appropriate financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest
granted to CNHCR under the Purchase Agreement in the Receivables. With respect
to the Receivables that constitute tangible chattel paper, CNHCA has in its
possession the original copies of such tangible chattel paper that constitute
or evidence the Receivables, and CNHCA has caused, or will have caused within
ten days of the effective date of the Purchase Agreement, the filing of
financing statements against CNHCA and such originator in favor of CNHCR in
connection herewith describing such Receivables and containing a statement
that: “A purchase of or security interest in any collateral described in this
financing statement will violate the rights of the Secured Party/Buyer.”


 


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


 

















 


the
Purchase Agreement and the Liquidity Receivables Purchase Agreement (ii) that
has been terminated, or (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 Indenture
Trustee.