Exhibit 4.3


 


Execution
Version


 


CNH EQUIPMENT TRUST 2007-C


 


SALE AND SERVICING AGREEMENT


 


among


 


CNH EQUIPMENT TRUST 2007-C,


 


as Issuing Entity,


 


and


 


CNH CAPITAL RECEIVABLES LLC,


 


as Seller,


 


and


 


NEW HOLLAND CREDIT COMPANY, LLC,


 


as Servicer


 


Dated as of November 1, 2007


 





















 


TABLE
OF CONTENTS


 


	
  ARTICLE I Definitions

  	
  1

  
	
   

  	
  Section 1.1.

  	
  Definitions

  	
  1

  
	
   

  	
  Section 1.2.

  	
  Other
  Definitional Provisions

  	
  1

  
	
   

  	
   

  	
   

  	
   

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

  	
  2

  
	
   

  	
  Section 2.1.

  	
  Conveyance
  of Initial Receivables

  	
  2

  
	
   

  	
  Section 2.2.

  	
  Conveyance
  of Subsequent Receivables

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III
  The Receivables 

  	
  6

  
	
   

  	
  Section 3.1.

  	
  Representations
  and Warranties of Seller

  	
  6

  
	
   

  	
  Section 3.2.

  	
  Repurchase
  upon Breach

  	
  6

  
	
   

  	
  Section 3.3.

  	
  Custody of
  Receivable Files

  	
  7

  
	
   

  	
  Section 3.4.

  	
  Duties of
  Servicer as Custodian

  	
  8

  
	
   

  	
  Section 3.5.

  	
  Instructions;
  Authority To Act

  	
  8

  
	
   

  	
  Section 3.6.

  	
  Custodian’s
  Indemnification

  	
  9

  
	
   

  	
  Section 3.7.

  	
  Effective
  Period and Termination

  	
  9

  
	
   

  	
  Section 3.8.

  	
  Backup
  Servicer as Custodian

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV
  Administration and Servicing of Receivables 

  	
  9

  
	
   

  	
  Section 4.1.

  	
  Duties of
  Servicer

  	
  9

  
	
   

  	
  Section 4.2.

  	
  Collection
  and Allocation of Receivable Payments

  	
  10

  
	
   

  	
  Section 4.3.

  	
  Realization
  upon Receivables

  	
  11

  
	
   

  	
  Section 4.4.

  	
  Maintenance
  of Security Interests in Financed Equipment

  	
  12

  
	
   

  	
  Section 4.5.

  	
  Covenants of
  Servicer

  	
  12

  
	
   

  	
  Section 4.6.

  	
  Purchase of
  Receivables upon Breach or Due to Modification

  	
  12

  
	
   

  	
  Section 4.7.

  	
  Servicing
  Fee

  	
  13

  
	
   

  	
  Section 4.8.

  	
  Servicer’s
  Certificate

  	
  13

  
	
   

  	
  Section 4.9.

  	
  Annual
  Statement as to Compliance; Notice of Default

  	
  13

  
	
   

  	
  Section
  4.10.

  	
  Annual
  Independent Certified Public Accountants’ Report

  	
  13

  
	
   

  	
  Section
  4.11.

  	
  Access to
  Certain Documentation and Information Regarding Receivables

  	
  14

  
	
   

  	
  Section
  4.12.

  	
  Servicer
  Expenses

  	
  14

  
	
   

  	
  Section 4.13.

  	
  Appointment
  of Subservicer

  	
  15

  
	
   

  	
  Section
  4.14.

  	
  Substitution
  of Financed Equipment

  	
  15

  
	
   

  	
   

  	
   

  	
   

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

  	
  16

  
	
   

  	
  Section 5.1.

  	
  Establishment
  of Trust Accounts and the Backup Servicer Account

  	
  16

  
	
   

  	
  Section 5.2.

  	
  Interest
  Rate Swap Agreements

  	
  19

  
	
   

  	
  Section 5.3.

  	
  Collections

  	
  19

  
	
   

  	
  Section 5.4.

  	
  Application
  of Collections

  	
  20

  
	
   

  	
  Section 5.5.

  	
  Additional
  Deposits

  	
  20

  



 


i

















 


	
   

  	
  Section 5.6.

  	
  Distributions

  	
  20

  
	
   

  	
  Section 5.7.

  	
  Spread
  Account

  	
  22

  
	
   

  	
  Section 5.8.

  	
  Pre-Funding
  Account

  	
  22

  
	
   

  	
  Section 5.9.

  	
  Negative
  Carry Account

  	
  23

  
	
   

  	
  Section
  5.10.

  	
  Principal
  Supplement Account

  	
  23

  
	
   

  	
  Section
  5.11.

  	
  Statements
  to Certificateholders and Noteholders

  	
  23

  
	
   

  	
  Section
  5.12.

  	
  Net Deposits

  	
  26

  
	
   

  	
  Section
  5.13.

  	
  Backup
  Servicer Account

  	
  26

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI
  The Seller

  	
  27

  
	
   

  	
  Section 6.1.

  	
  Representations
  of Seller

  	
  27

  
	
   

  	
  Section 6.2.

  	
  Company
  Existence

  	
  28

  
	
   

  	
  Section 6.3.

  	
  Liability of
  Seller; Indemnities

  	
  29

  
	
   

  	
  Section 6.4.

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

  	
  29

  
	
   

  	
  Section 6.5.

  	
  Limitation
  on Liability of Seller and Others

  	
  30

  
	
   

  	
  Section 6.6.

  	
  Seller May
  Own Certificates or Notes

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII
  The Servicer

  	
  30

  
	
   

  	
  Section 7.1.

  	
  Representations
  of Servicer

  	
  30

  
	
   

  	
  Section 7.2.

  	
  Indemnities
  of Servicer

  	
  32

  
	
   

  	
  Section 7.3.

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

  	
  33

  
	
   

  	
  Section 7.4.

  	
  Limitation
  on Liability of Servicer and Others

  	
  34

  
	
   

  	
  Section 7.5.

  	
  NH Credit
  Not to Resign as Servicer

  	
  34

  
	
   

  	
  Section 7.6.

  	
  Servicer to
  Act as Administrator

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII
  Default

  	
  35

  
	
   

  	
  Section 8.1.

  	
  Servicer
  Default

  	
  35

  
	
   

  	
  Section 8.2.

  	
  Appointment
  of Successor Servicer

  	
  36

  
	
   

  	
  Section 8.3.

  	
  Notification
  to Noteholders and Certificateholders

  	
  37

  
	
   

  	
  Section 8.4.

  	
  Waiver of
  Past Defaults

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX
  Termination

  	
  37

  
	
   

  	
  Section 9.1.

  	
  Optional
  Purchase of All Receivables

  	
  37

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X
  Miscellaneous Provisions

  	
  39

  
	
   

  	
  Section
  10.1.

  	
  Amendment

  	
  39

  
	
   

  	
  Section
  10.2.

  	
  Protection
  of Title to Trust

  	
  41

  
	
   

  	
  Section
  10.3.

  	
  Notices

  	
  43

  
	
   

  	
  Section 10.4.

  	
  Assignment

  	
  44

  
	
   

  	
  Section
  10.5.

  	
  Limitations
  on Rights of Others

  	
  44

  
	
   

  	
  Section
  10.6.

  	
  Severability

  	
  44

  
	
   

  	
  Section
  10.7.

  	
  Separate
  Counterparts

  	
  44

  
	
   

  	
  Section
  10.8.

  	
  Headings

  	
  44

  
	
   

  	
  Section
  10.9.

  	
  Governing
  Law

  	
  44

  
	
   

  	
  Section
  10.10.

  	
  Assignment
  to Indenture Trustee

  	
  44

  



 


ii

















 


	
   

  	
  Section
  10.11.

  	
  Nonpetition
  Covenants

  	
  44

  
	
   

  	
  Section
  10.12.

  	
  Limitation
  of Liability of Trustee and Indenture Trustee

  	
  45

  
	
   

  	
  Section
  10.13.

  	
  Conditions
  Precedent to Other Financing Transactions

  	
  45

  
	
   

  	
  Section
  10.14.

  	
  Information
  Requests

  	
  45

  
	
   

  	
  Section
  10.15.

  	
  Information
  to Be Provided by the Indenture Trustee.

  	
  46

  
	
   

  	
  Section
  10.16.

  	
  Form 8-K
  Filings

  	
  46

  
	
   

  	
  Section
  10.17.

  	
  Indemnification

  	
  47

  



 


iii
















 


SALE
AND SERVICING AGREEMENT (as amended or otherwise
modified, this “Agreement”) dated
as of November 1, 2007 among CNH EQUIPMENT TRUST 2007-C, a Delaware statutory
trust (the “Issuing Entity” or
the “Trust”), CNH CAPITAL
RECEIVABLES LLC, a Delaware limited liability company (the “Seller”), and NEW HOLLAND CREDIT COMPANY,
LLC, a Delaware limited liability company (the “Servicer”).


 


RECITALS


 


WHEREAS, the
Issuing Entity desires to purchase a portfolio of Contracts purchased or
originated by CNH Capital America LLC (“CNHCA”),
in the ordinary course of business or acquired through the exercise of clean-up
calls and sold to the Seller pursuant to the Liquidity Receivables Purchase
Agreement and/or the Purchase Agreement;


 


WHEREAS, the
Seller is willing to sell such Contracts to the Issuing Entity; and


 


WHEREAS, New
Holland Credit Company, LLC (“NH Credit”)
is willing to service such Contracts.


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants herein contained, the
parties hereto agree as follows:


 


ARTICLE I

Definitions


 


Section 1.1.                                   Definitions.
Capitalized terms used herein and not otherwise defined herein are defined in
Appendix A to the Indenture, dated as of the date hereof, between the Issuing
Entity and The Bank of New York Trust Company, N.A.


 


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


 


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


 


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


 


1

















 


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


 


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


 


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


 


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


 


ARTICLE II

Conveyance of Receivables and Grant of Security

Interest in the Backup Servicer Account


 


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


 


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


 


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


 


(iii)                               any
proceeds with respect to the Initial Receivables from claims on insurance
policies covering Financed Equipment or Obligors (to the extent not used to purchase
Substitute Equipment);


 


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


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iii)                               any
proceeds with respect to such Subsequent Receivables from claims on insurance
policies covering Financed Equipment or Obligors (to the extent not used to
purchase Substitute Equipment);


 


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


 


3

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4

















 


(vii)                           the
Funding Period shall not have terminated;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)                                  The
Seller covenants to transfer to the Issuing Entity pursuant to clause (a) Subsequent Receivables
with an aggregate Contract Value approximately equal to $0 subject only to
availability thereof.


 


5

















 


ARTICLE III

The Receivables


 


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


 


(a)          Title.
It is the intention of the Seller that the transfer and assignment herein
contemplated constitute a sale of the Receivables from the Seller to the
Issuing Entity and that the beneficial interest in and title to the Receivables
not be part of the debtor’s estate in the event of the filing of a bankruptcy
petition by or against the Seller under any bankruptcy or similar law. No
Receivable has been sold, transferred, assigned or pledged by the Seller to any
Person other than the Issuer. Immediately prior to the transfer and assignment
herein contemplated, the Seller had good title to each Receivable, free and
clear of all Liens and, immediately upon the transfer thereof, the Issuer shall
have good title to each Receivable, free and clear of all Liens; and the
transfer and assignment of the Receivables to the Issuer has been, or within
the timeframe required by Section 3.1(b)
hereof will be, perfected under the UCC.


 


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


 


(b)         All
Filings Made. All filings (including UCC filings) necessary in any
jurisdiction to give the Issuer a first priority perfected ownership interest
in the Receivables, and to give the Indenture Trustee a first priority
perfected security interest therein, have been made, or will be made within 10
days after the Closing Date.


 


(c)          Perfection
Representations. The Seller further makes all the representations,
warranties and covenants set forth in Schedule P.


 


Section 3.2.                                   Repurchase
upon Breach. (a)  The
Seller, the Servicer or the Trustee, as the case may be, shall inform the other
parties to this Agreement and the Indenture Trustee promptly, in writing, upon
the discovery of any breach of the Seller’s representations and warranties made
pursuant to Section 3.1 or Section 6.1, a breach of CNHCA’s
representations and warranties made pursuant to Section 3.2(b) of the Liquidity Receivables Purchase


 


6

















 


Agreement, or CNHCA’s
representations and warranties made pursuant to Section 3.2(b) of the Purchase Agreement. Unless a breach
pursuant to the sections and documents referenced in the preceding sentence
shall have been cured by the last day of the second (or, if the Seller elects,
the first) Collection Period after such breach is discovered by the Servicer or
the Trustee or in which the Trustee receives written notice from the Seller or
the Servicer of such breach, the Seller shall be obligated, and, if necessary,
the Seller or the Trustee shall enforce the obligation of CNHCA under the
Liquidity Receivables Purchase Agreement or the Purchase Agreement, as
applicable, to repurchase any Receivable materially and adversely affected by
any such breach as of such last day. As consideration for the repurchase of the
Receivable, the Seller shall remit the Purchase Amount in the manner specified
in Section 5.5; provided, however, that the obligation of
the Seller to repurchase any Receivable arising solely as a result of a breach
of CNHCA’s representations and warranties pursuant to Section 3.2(b) of the Liquidity
Receivables Purchase Agreement and Section
3.2(b) of the Purchase Agreement is subject to the receipt by the
Seller of the Purchase Amount from CNHCA. Subject to the provisions of Section 6.3, the sole remedy of the
Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the
Certificateholders with respect to a breach of the representations and
warranties pursuant to Section 3.1 and
the agreement contained in this Section
shall be to require the Seller to repurchase Receivables pursuant to this Section, subject to the conditions
contained herein, and to enforce CNHCA’s obligation to the Seller to repurchase
such Receivables pursuant to the Liquidity Receivables Purchase Agreement or
the Purchase Agreement, as applicable.


 


(b)         With
respect to all Receivables purchased or repurchased by, or otherwise
transferred to (including Liquidated Receivables transferred under Section 4.3, 4.6 and 9.1) CNHCA, the Servicer, the Seller or their Affiliate
pursuant to this Agreement, the Liquidity Receivables Purchase Agreement or the
Purchase Agreement: (i) the Issuing Entity, the Seller and the Indenture
Trustee shall sell, transfer, assign, set over and otherwise convey to CNHCA,
the Servicer, the Seller or their Affiliate, as applicable, without recourse,
representation or warranty, all of the Issuing Entity’s, the Seller’s and the
Indenture Trustee’s right, title and interest in, to and under such Receivables,
related Financed Equipment, and all other Initial Assets or Subsequent Assets
related thereto, including all security and documents relating thereto, and
(ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed
to have released any security interest and any other claim under this Agreement
and the Basic Documents in such Receivables, related Financed Equipment, and
all other Initial Assets or Subsequent Assets related thereto, including all
security and documents relating thereto, without any further act or deed, and
such Receivables, related Financed Equipment, and all security and documents
relating thereto will be free of the Grant contained in the Indenture.


 


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


 


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


 


7

















 


(b)         a
record or facsimile of the original credit application fully executed by the
Obligor;


 


(c)          the
original certificate of title or file stamped copy of the UCC financing
statement or such other documents that the Servicer shall keep on file, in
accordance with its customary procedures, evidencing the security interest of
CNHCA in the Financed Equipment; and


 


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


 


Section 3.4.                                   Duties of
Servicer as Custodian. (a) 
Safekeeping. The Servicer (or its Affiliates, but only in accordance
with the second following sentence) shall hold the Receivable Files for the
benefit of the Issuing Entity and the Indenture Trustee and maintain such
accurate and complete accounts, records and computer systems pertaining to each
Receivable File as shall enable the Issuing Entity to comply with this
Agreement. In performing its duties as custodian, the Servicer shall act with
reasonable care, using that degree of skill and attention that the Servicer
exercises with respect to the receivable files relating to all comparable
equipment receivables that the Servicer services for its Affiliates or others. The
Servicer, in its capacity as custodian, may at any time delegate its duties as
custodian to any Affiliate of the Servicer; provided, that no such delegation
shall relieve the Servicer of its responsibility with respect to such duties
and the Servicer shall remain obligated and liable to the Issuing Entity, the
Depositor and the Indenture Trustee for its duties hereunder as if the Servicer
alone were performing such duties. The Servicer shall conduct, or cause to be
conducted, periodic audits of the Receivable Files and the related accounts,
records and computer systems, in such a manner as shall enable the Issuing
Entity or the Indenture Trustee to verify the accuracy of the Servicer’s record
keeping. The Servicer shall promptly report to the Issuing Entity and the
Indenture Trustee any material failure on its part, or its Affiliate’s part, to
hold the Receivable Files and maintain its accounts, records and computer
systems as herein provided and promptly take appropriate action to remedy any
such failure. Nothing herein shall be deemed to require an initial review or
any periodic review by the Issuing Entity, the Trustee or the Indenture Trustee
of the Receivable Files.


 


(b)         Maintenance
of and Access to Records. The Servicer shall maintain each Receivable File
at one or more of its offices and/or one or more of its Affiliate’s offices;
provided that at no time shall a Receivable File be moved to an office or
location outside the geographic boundaries of the United States. With at least
five (5) Business Days prior notice, the Servicer shall make available for
inspection by the Seller, the Issuing Entity and the Indenture Trustee or their
respective duly authorized representatives, attorneys or auditors a list of
locations of the Receivable Files and the related accounts, records and
computer systems maintained by the Servicer at such times during normal
business hours as the Seller, the Issuing Entity or the Indenture Trustee shall
instruct.


 


Section 3.5.                                   Instructions;
Authority To Act. The Servicer shall be deemed to have received
proper instructions with respect to the Receivable Files upon its receipt of
written instructions signed by a Trust Officer of the Indenture Trustee.


 


8

















 


Section 3.6.                                   Custodian’s
Indemnification. The Servicer as custodian shall indemnify the
Trust, the Trustee and the Indenture Trustee (and each of their officers,
directors, employees and agents) for any and all liabilities, obligations,
losses, compensatory damages, payments, costs or expenses of any kind
whatsoever that may be imposed on, incurred by or asserted against the Trust,
the Trustee or the Indenture Trustee (or any of their officers, directors and
agents) as the result of any improper act or omission in any way relating to
the maintenance and custody by the Servicer as custodian of the Receivable
Files; provided, however, that
the Servicer shall not be liable: (a) to the Trustee for any portion of any
such amount resulting from the willful misfeasance, bad faith or negligence of
the Trustee, and (b) to the Indenture Trustee for any portion of any such
amount resulting from the willful misfeasance, bad faith or negligence of the
Indenture Trustee; and, provided further, that the Servicer shall only be
liable pursuant to this Section 3.6
for its acts or omissions committed during the period it is serving as
custodian hereunder. Indemnification under this Section shall survive the resignation or removal of the
Servicer as custodian, the resignation or removal of the Indenture Trustee or
the termination of this Agreement.


 


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


 


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


 


ARTICLE IV

Administration and Servicing of Receivables


 


Section 4.1.                                   Duties of
Servicer. The Servicer, for the benefit of the Issuing Entity,
and (to the extent provided herein) the Indenture Trustee shall manage,
service, administer and make collections on the Receivables with reasonable
care, using that degree of skill and attention that the Servicer or Indenture
Trustee, as applicable, exercises with respect to all comparable equipment
receivables that it services for its Affiliates or others. The Servicer’s
duties shall include collection and posting of all payments, responding to
inquiries of Obligors on such


 


9

















 


Receivables,
investigating delinquencies, sending payment coupons or statements to Obligors,
reporting tax information to Obligors, accounting for collections and
furnishing monthly and annual statements to the Trustee and the Indenture
Trustee with respect to distributions. Subject to Section 4.2, the Servicer shall follow its then current
customary standards, policies and procedures (“Servicing Procedures”) in
performing its duties as Servicer.


 


Without
limiting the generality of the foregoing, the Servicer is authorized and
empowered to execute and deliver, on behalf of itself, the Issuing Entity, the
Trustee, the Indenture Trustee, the Certificateholders, the Noteholders or any
of them, any and all instruments of satisfaction or cancellation, or partial or
full release or discharge, and all other comparable instruments, with respect
to such Receivables or the Financed Equipment securing such Receivables. If the
Servicer shall commence a legal proceeding to enforce a Receivable, the Issuing
Entity shall thereupon be deemed to have automatically assigned, solely for the
purpose of collection, such Receivable to the Servicer. If in any enforcement
suit or legal proceeding it shall be held that the Servicer may not enforce a
Receivable on the ground that it shall not be a real party in interest or a
holder entitled to enforce such Receivable, the Trustee shall, at the Servicer’s
direction (and, so long as the Servicer is NH Credit, at the Servicer’s
expense), take steps to enforce such Receivable, including bringing suit in its
name or the name of the Trust, the Indenture Trustee, the Certificateholders or
the Noteholders. The Trustee or the Indenture Trustee shall, upon the written
request of the Servicer, furnish the Servicer with any powers of attorney and
other documents reasonably necessary or appropriate to enable the Servicer to
carry out its servicing and administrative duties hereunder.


 


Section 4.2.                                   Collection
and Allocation of Receivable Payments. The Servicer shall make
reasonable efforts to collect all payments called for under the Receivables as
and when the same shall become due and shall follow its Servicing Procedures. The
Servicer shall allocate collections between principal and interest in
accordance with its Servicing Procedures.


 


Without limiting the generality of the preceding or Section 4.1, the Servicer may grant extensions, rebates,
refunds, deferrals, amendments, modifications or adjustments on a Receivable
(regardless of whether or not the Receivable is a 180-Day Receivable, subject
only to the following proviso) in accordance with its Servicing Procedures; provided, however, that
if a Receivable is not a 180-Day Receivable and the Servicer (i) extends the
date for final payment by the Obligor of any Receivable beyond the Final
Scheduled Maturity Date or (ii) reduces the APR of a Receivable or reduces the
aggregate amount of the Scheduled Payments due on any Receivable other than as
required by applicable law (including the order of a court of competent
jurisdiction), the Servicer may make such modifications to a Receivable but it
shall promptly purchase the Receivable
from the Issuing Entity in accordance with Section 4.6 (a “Modification
Purchase Event”); provided, further, that the Servicer shall not make a
modification described in the preceding clause (i) or (ii) that would trigger a Modification Purchase Event for the sole purpose of purchasing a
Receivable from the Issuing Entity. The Servicer may, in its discretion,
waive any late payment charge or any other fees (other than extension fees or
any other fees that represent interest charges on deferred Scheduled Payments)
that may be collected in the ordinary course of servicing a Receivable.


 


Subject to the proviso of the third sentence of this Section 4.2, the Servicer and its Affiliates may engage in
any marketing practice or promotion or any sale of any products, goods


 


10

















 


or services to Obligors
with respect to the Receivables so long as such practices, promotions or sales
are offered to obligors of comparable equipment receivables serviced by the
Servicer for itself or others, whether or not such practices, promotions or
sales might result in a decrease in the aggregate amount of payments on the
Receivables, prepayments or faster or slower timing of the payment of the
Receivables. The Servicer and its Affiliates may also sell insurance or debt
cancellation products, including products which result in the cancellation of
some or all of the amount of a Receivable upon the death or disability of an
Obligor or any casualty with respect to the Financed Equipment.


 


Notwithstanding anything in this Agreement to the
contrary, the Servicer and its Affiliates may refinance any Receivable and
deposit an amount equal to the Purchase Amount for such Receivable into the
Collection Account. The receivable created by such refinancing shall not be
property of the Issuing Entity, and related Financed Equipment and any part of
the Receivables Files and other Initial Assets or Subsequent Assets related to
such Receivable shall be released to the Servicer or its Affiliate and shall no
longer be subject to the terms hereof or the Indenture; provided further, that
any security interests in favor of the Issuing Entity or the Indenture Trustee
hereunder or under the Indenture in the related Financed Equipment and any
other Initial Assets or Subsequent Assets related to such Receivable shall be
deemed released upon such deposit. The parties hereto intend that the Servicer
and its Affiliates will not refinance a Receivable pursuant to this Section 4.2 in order to provide direct or indirect assurance
to the Depositor, the Indenture Trustee, the Trustee, the Noteholders, or the
Certificateholder, as applicable, against loss by reason of the bankruptcy or
insolvency (or other credit condition) of, or default by, the Obligor on, or
the uncollectability of, any Receivable.


 


Section 4.3.                                   Realization
upon Receivables. For the benefit of the Issuing Entity and the
Indenture Trustee, the Servicer shall use reasonable efforts, consistent with
its Servicing Procedures, to repossess or otherwise convert the ownership of
the Financed Equipment securing any Receivable as to which the Servicer shall
have determined eventual payment in full is unlikely. The Servicer shall follow
such Servicing Procedures as it shall deem necessary or advisable in its
servicing of equipment receivables, which may include reasonable efforts to
realize upon any recourse to Dealers and selling the Financed Equipment at
public or private sale (it being understood that, if the Backup Servicer is
acting as Successor Servicer, it shall have no duty to enforce remedies against
Dealers). The foregoing shall be subject to the provision that, in any case in
which the Financed Equipment shall have suffered damage, the Servicer shall not
expend funds in connection with the repair or the repossession of such Financed
Equipment unless it shall determine in its discretion that such repair and/or
repossession will increase the Liquidation Proceeds by an amount greater than
the amount of such expenses.


 


Liquidated
Receivables will be transferred to the Servicer or CNHCA (as the Servicer
determines at such time) on the Business Day following the day on which such
Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer
Date”) so long as the related Liquidation Proceeds are deposited before the
Liquidated Receivables are transferred to the Servicer or CNHCA, as applicable,
and as of the Liquidated Receivable Transfer Date such Liquidated Receivables
will no longer constitute Receivables for any purposes hereunder. Without
limiting the generality of the foregoing, as of the applicable Liquidated
Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture
Trustee shall transfer, assign, set over and otherwise convey to CNHCA or
Servicer, as applicable, without recourse,


 


11

















 


representation or warranty, all of the Issuing Entity’s, the Seller’s
and the Indenture Trustee’s right, title and interest in, to and under such
Liquidated Receivables and any related Financed Equipment and Collateral, and
all security and documents relating thereto, other than Liquidation Proceeds
(the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the
Indenture Trustee shall be deemed to have released any security interest and
any other claim in such Liquidated Collateral under this Agreement and the
Basic Documents, without any further act or deed, and such Liquidated
Collateral shall be free of the Grant contained in the Indenture.


 


Section 4.4.                                   Maintenance
of Security Interests in Financed Equipment. The Servicer shall,
in accordance with its Servicing Procedures, take such steps as are necessary
to maintain perfection of the security interest created by each Receivable in
the related Financed Equipment (which may consist of Substitute Equipment);
provided however, the Servicer may allow Financed Equipment to be released from
any security interest in connection with Section 4.14. The
Servicer is hereby authorized to take such steps as are necessary to perfect or
re-perfect such security interest for the benefit of the Issuing Entity and the
Indenture Trustee in the event of the relocation of any Financed Equipment, any
change to the UCC, a substitution of Substitute Equipment  or for any other reason. Any out-of-pocket
expenses incurred by the Successor Servicer in connection with any such
re-perfection shall be reimbursable in accordance with Section 5.6(b)(x).


 


Section 4.5.                                   Covenants
of Servicer. The Servicer shall not release the Financed
Equipment securing any Receivable from the security interest granted by such
Receivable in whole or in part except in the event of payment in full by the
Obligor thereunder or repossession, or as permitted under Section 4.14
or if such Receivable is a Reacquired Receivable, nor shall the Servicer impair
the rights of the Issuing Entity, the Indenture Trustee, the Certificateholders
or the Noteholders in such Receivables. The Servicer shall, in accordance with
its Servicing Procedures, require that each Obligor shall have obtained
physical damage insurance covering the Financed Equipment as of the execution
of the Receivable.


 


Section 4.6.                                   Purchase
of Receivables upon Breach or Due to Modification. The Servicer
or the Trustee shall inform the other party, the Indenture Trustee, the Seller,
NH Credit and CNHCA promptly, in writing, upon the occurrence or discovery of
any breach pursuant to Sections  4.2, 4.4 or 4.5. Unless a breach, pursuant to Sections
4.2, 4.4 or 4.5 shall have been cured by the last day of the
Collection Period in which such breach occurs or is discovered, as applicable,
the Servicer shall purchase or shall cause CNHCA to purchase any Receivable
materially and adversely affected by such breach as of such last day. In
connection with a Modification Purchase Event, or if the Servicer takes any
action not in accordance with its Servicing Procedures during any Collection
Period pursuant to Section 4.2
that materially impairs the rights of the Issuing Entity, the Indenture
Trustee, the Certificateholders or the Noteholders in any Receivable, the
Servicer shall purchase the related Receivable as of the last day of such
Collection Period. As consideration for the purchase of any such Receivable
pursuant to either of the two preceding sentences, the Servicer shall remit or
shall cause CNHCA to remit, as applicable, the Purchase Amount in the manner
specified in Section 5.5. Subject
to Section 7.2, the sole remedy
of the Issuing Entity, the Trustee, the Indenture Trustee, the
Certificateholders or the Noteholders with respect to a breach pursuant to Sections 4.2, 4.4 or 4.5 shall be to
require the Servicer to purchase or to cause CNHCA to purchase, as applicable,
Receivables pursuant to this Section.
The Trustee shall have no duty to conduct any affirmative


 


12

















 


investigation as to the
occurrence of any condition requiring the purchase of any Receivable pursuant
to this Section. In no event shall the Backup Servicer as Successor Servicer be
obligated to purchase any Receivables pursuant to this Section 4.6.


 


Section 4.7.                                   Servicing
Fee. The Servicing Fee for each Collection Period shall be equal
to 1/12th of 1.00% of the Pool Balance as of the first day of such Collection
Period; provided that with respect to any Successor Servicer hereunder, the
Servicing Fee for each Collection Period shall be equal to the greater of
(a) 1/12th of 1.00% of the Pool Balance as of the first day of such
Collection Period, (b) $8.50 per Contract in the Trust Estate as of the
first day of such Collection Period and (c) $5,000.


 


Section 4.8.                                   Servicer’s
Certificate. On each Determination Date (beginning with the
Determination Date immediately preceding the initial Payment Date) the Servicer
shall deliver to the Trustee, the Indenture Trustee, the Seller and the Backup
Servicer, with a copy to the Rating Agencies and the Counterparties, a Servicer’s
Certificate (containing substantially the same information as set forth in the
form on Exhibit C) containing all information
necessary to make the distributions pursuant to Sections 5.6 and 5.7
and the deposits to the Collection Account pursuant to Section 5.3 for the Collection Period
preceding the date of such Servicer’s Certificate.


 


Section 4.9.                                   Annual
Statement as to Compliance; Notice of Default. (a)  The Servicer shall deliver to the Issuing
Entity and the Indenture Trustee, on or before March 30 of each year, an
Officer’s Certificate of the Servicer providing such information as is required
under Item 1123 of Regulation AB with respect to the prior calendar year.


 


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


 


(c)                                  The
Servicer shall deliver to the Trustee, the Indenture Trustee, the Counterparties
and the Rating Agencies, promptly after having obtained knowledge thereof, but
in no event later than five Business Days thereafter, written notice in an
Officer’s Certificate of any event that, with the giving of notice or lapse of
time, or both, would become a Servicer Default under  Section
8.1(a) or (b).


 


Section 4.10.                             Annual
Independent Certified Public Accountants’ Report. The Servicer
shall cause a firm of independent certified public accountants, which may also
render other services to the Servicer, the Seller or any other Affiliate of CNH
Global, to deliver to the Issuing Entity, the Indenture Trustee and the Rating
Agencies on or before March 30 of each year a report, providing its
assessment of compliance with the minimum servicing criteria during the
preceding calendar year, including disclosure of any material instance of
non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act and
Item 1122(b) of Regulation AB. Such attestation will be in accordance with
Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
Exchange Act.


 


13

















 


The report
required by this Section may be replaced, at the Servicer’s option, by any
similar report or certification using standards which are now or in the future
in use by servicers of comparable assets or which otherwise comply with any
rule, regulation, “no action” letter or similar guidance promulgated by the
Securities and Exchange Commission.


 


In the event
that such firm requires the Indenture Trustee to agree to the procedures
performed by such firm, the Servicer shall direct the Indenture Trustee in
writing to so agree; it being understood and agreed that the Indenture Trustee
will deliver such letter of agreement in conclusive reliance upon the direction
of the Servicer and the Indenture Trustee makes no independent inquiry or
investigation as to, and shall have no obligation or liability in respect of,
the sufficiency, validity or correctness of such procedures.


 


Such report
will also indicate that the firm is independent of the Servicer within the
meaning of the Code of Professional Ethics of the American Institute of
Certified Public Accountants.


 


Notwithstanding
the preceding in this Section 4.10 or 4.9(b),
if the Backup Servicer is acting as the Successor Servicer, as to any fiscal
year of the Issuing Entity when the Issuing Entity’s reporting obligations
under Section 15(d) of the
Exchange Act are suspended as provided in Rule 15d-22 under the Exchange Act,
the Backup Servicer shall only be required to provide a copy of its annual SAS
70 report and its audited financial statements.


 


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


 


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


 


14
















 


Backup Servicing Agreement (collectively, such
fees, expenses and costs and indemnities, the “Backup
Servicer Expenses”) shall be paid from funds available in the Backup
Servicer Account upon presentation of reasonable documentation to the Servicer.
Distributions of Backup Servicer Expenses shall be made in accordance with Section 5.13. To the extent that any
Backup Servicer Expenses exceed the amount on deposit in the Backup Servicer
Account (any such shortfall, a “Backup
Servicer Account Shortfall Amount”), the Servicer (so long as the
Servicer is NH Credit) agrees, within thirty days of demand thereof, to deliver
to the Indenture Trustee for deposit in the Backup Servicer Account, such
Backup Servicer Account Shortfall Amount.


 


If amounts in the Backup Servicer Account are
insufficient to fully reimburse the Backup Servicer in respect of Backup
Servicer Expenses, the Backup Servicer shall be reimbursed pursuant to Section 5.6(b)(xi).


 


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


 


Section 4.14.                                                     Substitution of Financed Equipment. Notwithstanding anything herein or in the
Basic Documents to the contrary, in accordance with the Servicing Procedures,
the Financed Equipment relating to a Receivable may be replaced with
substitute equipment, of equal or greater value (in the Servicer’s reasonable
determination) than the original related Financed Equipment (“Substitute
Equipment”); provided, however,
the only conditions to such a substitution (in addition to its being in
accordance with the Servicing Procedures) shall be the perfection of the first
priority security interest in the related Substitute Equipment in favor of
CNHCA, and a first priority perfected security interest of the Indenture
Trustee in all of CNHCA’s right, title and interest in its security interest in
the Substitute Equipment. Following such substitution, the Substitute Equipment
shall be considered the Financed Equipment related to such Receivable for all
purposes hereunder and under the Basic Documents, and (i) the Issuing
Entity, the Seller and the Indenture Trustee shall sell, transfer, assign, set
over and otherwise convey to CNHCA (or its Affiliate designated by it), without
recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s
and the Indenture Trustee’s right, title and interest in, to and under such
original Financed Equipment, and all security and documents relating thereto,
and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall
be deemed to have released any security interest and any other claim in such
original Financed Equipment (and all security and documents relating thereto)
hereunder and under the other Basic


 


15

















 


Documents, without any further
act or deed, and such original Financed Equipment (and all security and
documents relating thereto) will be free of the Grant contained in the
Indenture.


 


ARTICLE V

Distributions: Spread Account;

Statements to Certificateholders and Noteholders


 


Section 5.1.                                                           Establishment of Trust Accounts and the Backup
Servicer Account . (a) (i)  The Servicer, for the benefit of the Noteholders,
the Counterparties and the Certificateholders, shall establish and maintain in
the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Noteholders, the Counterparties and the Certificateholders.


 


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


 


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


 


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


 


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


 


(vi)                              The Servicer, for the benefit of the Noteholders, the Counterparties and
the Certificateholders, shall establish and maintain in the name of the
Indenture Trustee an Eligible Deposit Account (the “Principal Supplement Account”), bearing a


 


16

















 


designation clearly indicating that the funds deposited therein are held
for the benefit of the Noteholders, the Counterparties and the
Certificateholders; provided, however  that the Servicer shall not be required to
establish such account so long as no amount greater than $0.00 shall be
required to be deposited into such account pursuant to this Agreement or any
other Basic Document.


 


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


 


(b)                                 Funds on deposit in the Collection Account, the
Note Distribution Account, the Spread Account, the Pre-Funding Account, the
Negative Carry Account and the Principal Supplement Account, (collectively, the
“Trust Accounts”) and the Backup
Servicer Account shall be invested or reinvested by the Indenture Trustee in
Eligible Investments selected by and as directed in writing by the Servicer
(which written direction may be in the form of standing instructions)
or if the Servicer fails to provide written direction, shall be invested or
reinvested by the Indenture Trustee in Eligible Investments specified in  paragraph (d)  of the definition of “Eligible
Investments” (without giving effect to the proviso therein) as set forth
in  Appendix A  to the Indenture; provided, however, it is understood and agreed that the
Indenture Trustee shall not be liable for the selection of, or any loss arising
from such investment in, Eligible Investments. All such Eligible Investments
shall be held or controlled by the Indenture Trustee for the benefit of the
Noteholders, the Counterparties and the Certificateholders or the Noteholders
and the Counterparties, or the Noteholders and the Backup Servicer, as applicable
(and for the purposes of Articles 8 and 9 of the UCC, each Eligible Investment
is intended to constitute a Financial Asset, and each of the Trust Accounts and
the Backup Servicer Account is intended to constitute a Securities Account);
provided, that on each Transfer Date, all Investment Earnings on funds on
deposit in the Trust Accounts shall be deposited into the Collection Account
and shall be deemed to constitute a portion of the Total Distribution Amount
Funds on deposit in the Trust Accounts and the Backup Servicer Account shall be
invested in Eligible Investments (or other investments permitted by the Rating
Agencies) that will mature so that such funds will be available at the close of
business on the Transfer Date preceding the following Payment Date; provided, however, that funds on deposit
in Trust Accounts and the Backup Servicer Account may be invested in
Eligible Investments of the entity serving as Indenture Trustee payable on
demand or that mature so that such funds will be available on the Payment Date.
Funds deposited in a Trust Account or the Backup Servicer Account on the
Transfer Date that precedes a Payment Date upon the maturity or liquidation of
any Eligible Investments are not required to be invested overnight.


 


17

















 


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


 


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


 


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


 


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


 


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


 


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


 


18

















 


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


 


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


 


Section 5.2.                                                           Interest Rate Swap Agreements. (a)  The Issuing Entity shall on or prior
to the Closing Date enter into the Interest Rate Swap Agreements with the
applicable Counterparties for the benefit of the Noteholders and
Certificateholders, such that the aggregate notional amount under the Interest
Rate Swap Agreements shall, at any time, be equal to the Outstanding Amount of
the Class A-2 Notes, Class A-3b Notes and Class A-4b Notes at
such time. Net Swap Receipts shall be deposited by the Indenture Trustee into
the Collection Account on the day received and shall constitute part of
the Total Distribution Amount. Subject to Section 5.6,
on any Payment Date when there shall be a Net Swap Payment, the Indenture
Trustee shall pay such Net Swap Payment from the Total Distribution Amount; and
on any day when there shall be a Swap Termination Payment, the Indenture Trustee
shall pay such Swap Termination Payment from the Total Distribution Amount.


 


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


 


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


 


Section 5.3.                                                           Collections. The Servicer shall, and shall cause any
subservicer to, remit to the Collection Account all payments by or on behalf of
the Obligors with respect to the Receivables, and all Liquidation Proceeds,
both as collected during the Collection Period, and in either case within two
Business Days of the date that the Servicer has identified and posted such
amounts (which the Servicer shall use its reasonable best efforts to do
promptly) to the Servicer’s computer system (the “Posted Date”).
Notwithstanding the foregoing, for so long as: (i) NH Credit remains the
Servicer, (ii) no Servicer Default shall have occurred and be continuing
and (iii) prior to ceasing remittances as described in the preceding
sentence, the Rating Agency Condition shall have been satisfied (and any
conditions or limitations imposed by the Rating Agencies in connection
therewith are complied with), the Servicer shall remit such collections with
respect to the related Collection Period to the Collection Account on the
Transfer Date immediately following the end of such Collection Period. For
purposes of this Article V, the phrase “payments by or on behalf of the
Obligors” shall mean payments made with respect to the Receivables by Persons
other than the Servicer or the Seller. On any Payment Date with respect to
which the Backup Servicer shall have been acting as Successor Servicer during
the related Collection Period, the Backup Servicer, in its capacity as
Successor Servicer, may direct the Indenture Trustee to withdraw from the
Collection Account and pay to the Backup Servicer, in its capacity as Successor
Servicer, the sum of any accrued amounts expended by such Successor


 


19

















 


Servicer in connection with the liquidation of any Liquidated
Receivables, but solely to the extent such amounts were not netted out of
Liquidation Proceeds with respect of such Liquidated Receivables or previously
recovered by such Successor Servicer pursuant to this Section 5.3; provided that, the
amount that such Successor Servicer may withdraw from the Collection
Account pursuant to this Section 5.3
on any Payment Date shall not exceed the aggregate amount of Liquidation
Proceeds collected during the related Collection Period and deposited into the
Collection Account prior to such Payment Date. Any such withdrawals permissible
under this Section 5.3 shall
be made prior to any distributions under Section 5.6.


 


Section 5.4.                                                           Application of Collections. (a)  With respect to each Receivable, all
collections for the Collection Period shall be applied in accordance with the
Servicer’s Servicing Procedures.


 


(b)                                 All Liquidation Proceeds shall be applied to the
related Receivable.


 


Section 5.5.                                                           Additional Deposits. The Servicer and the Seller shall deposit or
cause to be deposited in the Collection Account the aggregate Purchase Amount
with respect to Purchased Receivables on the Transfer Date related to the
Collection Period on the last day of which the purchase occurs, and the
Servicer shall deposit therein all amounts to be paid under Section 9.1 on the Transfer Date
falling in the Collection Period referred to in Section 9.1. The Servicer shall deposit the aggregate
Purchase Amount with respect to Purchased Receivables when such obligations are
due, unless the Servicer shall not be required to make deposits within two
Business Days of receipt of funds pursuant to Section 5.3,
in which case such deposits shall be made on the Transfer Date following the
related Collection Period. This Section 5.5 shall not apply to the Backup Servicer
as Successor Servicer.


 


Section 5.6.                                                           Distributions. (a)  On each Determination Date, the
Servicer shall calculate all amounts required to determine the amounts to be
deposited in the Note Distribution Account, the Certificate Distribution
Account and the Spread Account.


 


(b)                                 On each Payment Date, the Servicer shall
instruct the Indenture Trustee (based on the information contained in the
Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.8) to make from the
Collection Account the following deposits and distributions for receipt by the
party as provided below or deposit in the applicable Trust Account or
Certificate Distribution Account, as applicable, by 10:00 a.m. (New York
time), to the extent of the Total Distribution Amount, in the following order
of priority:


 


(i)                                     to the Backup Servicer, the Backup Servicer Fees
and all unpaid Backup Servicer Fees from prior Collection Periods;


 


(ii)                                  to the Servicer, the Servicing Fee and all
unpaid Servicing Fees from prior Collection Periods;


 


(iii)                               to the Administrator, the Administration Fee and all unpaid
Administration Fees from prior Collection Periods;


 


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


 


20

















 


(v)                                 to the Note Distribution Account, the Class Interest
Amount for each Class of Class A Notes and the Priority Swap
Termination Payments payable by the Issuing Entity, if any;


 


(vi)                              to the Note Distribution Account, an amount equal to the excess, if any,
of (x) the Outstanding Amount of the Class A Notes over (y) the Asset
Balance for that Payment Date (the amount deposited in the Note Distribution
Account pursuant to this clause (vi)  being the “First Principal Payment Amount”);


 


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


 


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


 


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


 


(x)                                   to the Note Distribution Account, any Swap
Termination Payments payable by the Issuing Entity, to the extent not deposited
pursuant to clause (v) above;


 


(xi)                                first, to the Backup Servicer, to cover any accrued and unpaid
reimbursable expenses (including the Backup Servicer Expenses) that remain
unpaid after the application, when applicable, of amounts in the Backup
Servicer Account, and second, to the Servicer, to cover any accrued and unpaid
reimbursable expenses; and


 


(xii)                             to the Certificate Distribution Account, the remaining Total
Distribution Amount to be distributed to the Certificateholders.


 


(c)                                  On the A-1 Note Final Scheduled Maturity Date,
the Servicer shall instruct the Indenture Trustee to deposit from the
Collection Account into the Note Distribution Account by 10:00 a.m. (New
York time), to the extent of available funds on such day, an amount equal to
the sum of (i) the aggregate accrued and unpaid interest on the Class A-1
Notes as of the A-1 Note Final Scheduled Maturity Date, and (ii) the
amount necessary to reduce the outstanding principal amount of the Class A-1
Notes to zero.


 


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


 


21

















 


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


 


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


 


(c)                                  Following: (i) the payment in full of the
aggregate Outstanding Amount of the Notes and of all other amounts owing or to
be distributed hereunder or under the Indenture to the Noteholders, the
Counterparties, the Trustee and the Indenture Trustee and (ii) the termination
of the Trust, any amount remaining on deposit in the Spread Account shall be
distributed to the Seller or any transferee or assignee pursuant to  clause (e) . The Seller (and such
transferees and assignees) shall in no event be required to refund any amounts
properly distributed pursuant to this Section 5.7(c).


 


(d)                                 In the event that the sum of (x) the First
Principal Payment Amount and the Noteholders’ Distributable Amount for a
Payment Date, (y) the Net Swap Payments (including interest on any overdue Net
Swap Payments) for a Payment Date, if any, and (z) the Priority Swap
Termination Payments payable by the Issuing Entity, if any, exceeds the amount
deposited into the Note Distribution Account pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and (viii) on
such Payment Date, the Servicer shall instruct the Indenture Trustee on such
Payment Date to withdraw from the Spread Account on such Payment Date an amount
equal to such excess, to the extent of funds available therein, and deposit
such amount into the Note Distribution Account.


 


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


 


Section 5.8.                                                           Pre-Funding Account. (a)  Subject to the proviso set forth in Section 5.1(a)(iv), on the Closing
Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding
Account $0 from the net proceeds of the sale of the Notes. On each Subsequent
Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw
from the Pre-Funding Account an amount equal to: (i) the aggregate
Contract Value of the Subsequent Receivables transferred to the Issuing Entity
on such Subsequent Transfer Date 
less  the amounts described


 


22

















 


in  clause (ii)  and  clause (iii)  below, and distribute such
amount to or upon the order of the Seller upon satisfaction of the conditions
set forth in Section 2.2(b) with
respect to such transfer, (ii) the Spread Account Initial Deposit for such
Subsequent Transfer Date and, on behalf of the Seller, deposit such amount in
the Spread Account and (iii) the Principal Supplement Account Deposit for
such Subsequent Transfer Date, and, on behalf of the Seller, deposit such
amount in the Principal Supplement Account.


 


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


 


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


 


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


 


Section 5.11.                                                     Statements to Certificateholders and Noteholders. (a)  On each Determination Date the
Servicer shall provide to the Indenture Trustee (with a copy to the Rating


 


23

















 


Agencies), for the Indenture Trustee to make
available to each Noteholder of record, and, if NH Credit or an Affiliate is
not the Servicer or the Depositor is not the sole Certificateholder, to the
Indenture Trustee (if the Indenture Trustee is responsible on the related
Payment Date to make the payment required under Section 5.2(a) of
the Trust Agreement) or the Trustee (if the Trustee is responsible on the
related Payment Date to make the payment required under Section 5.2(a) of
the Trust Agreement), for the Indenture Trustee or Trustee, as applicable, to
forward to each Certificateholder of record, a statement substantially in the form of
Exhibit C, setting forth at
least the following information as to each Class of the Notes and the
Certificates to the extent applicable:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


24

















 


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


 


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


 


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


 


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


 


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


 


(xviii)                   the A-2 Note Rate, A-3b Note Rate and A-4b Note
Rate for the next Interest Period;


 


(xix)                           if the related Payment Date falls in June 2009, December 2009,
June 2010 or December 2010;


 


(x)                                   the Average Delinquency Ratio and whether the
Average Delinquency Ratio Test is met on such Payment Date;


 


(y)                                 the Cumulative Net Loss Ratio and whether the
Cumulative Net Loss Ratio Test is met on such Payment Date; and


 


(z)                                   whether the Specified Spread Account Reduction
Trigger is met on such Payment Date; and


 


(xx)                              the Specified Spread Account Balance.


 


Each amount set forth pursuant to clauses (i), (ii), (vi), (vii) and (viii) shall be expressed as a dollar
amount per $1,000 of original principal balance of a Note.


 


The Indenture Trustee will make the statement
to Noteholders available each month to Noteholders and other parties to the
Basic Documents via the Indenture Trustee’s internet website, which is
presently located at http://www.bnyinvestorreporting.com.


 


Persons who are unable to use the above
website are entitled to have a paper copy mailed to them via first class mail
by calling the Indenture Trustee at (312) 827-8500. The Indenture Trustee
shall have the right to change the way the statement to Noteholders is
distributed in order to make such distribution more convenient and/or more
accessible to the above parties and to the Noteholders. The Indenture Trustee
shall provide timely and adequate notification to all above parties and to the
Noteholders regarding any such change.


 


25

















 


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


 


Section 5.12.                                                     Net Deposits. As an administrative convenience, unless the
Servicer is required to remit collections within two Business Days of the
Posted Date, the Servicer will be permitted to make the deposit of collections
net of distributions, if any, to be made to the Servicer with respect to the
Collection Period. The Servicer, however, will account to the Trustee, the
Indenture Trustee, the Noteholders and the Certificateholders as if all
deposits, distributions and transfers were made individually.


 


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


 


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


 


(c)                                  Following: (i) the payment in full of the aggregate
Outstanding Amount of the Notes and all amounts owing or to be distributed to
the Backup Servicer hereunder and (ii)


 


26

















 


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


 


ARTICLE VI

The Seller


 


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


 


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


 


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


 


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


 


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


 


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


 


27

















 


regulation applicable to the Seller of any court
or of any federal or State regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Seller or its
properties.


 


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


 


Section 6.2.                                                           Company Existence. (a)  During the term of this Agreement,
the Seller will keep in full force and effect its existence, rights and
franchises as a limited liability company under the laws of the jurisdiction of
its formation and will obtain and preserve its qualification to do business in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Basic Documents
and each other instrument or agreement necessary or appropriate to the proper
administration of this Agreement and the transactions contemplated hereby.


 


(b)                                 During the term of this Agreement, the Seller
shall observe the applicable legal requirements for the recognition of the
Seller as a legal entity separate and apart from its Affiliates, including
as follows:


 


(i)                                     the Seller shall maintain company records and
books of account separate from those of its Affiliates;


 


(ii)                                  except as otherwise provided in this Agreement
and similar arrangements relating to other securitizations, the Seller shall
not commingle its assets and funds with those of its Affiliates;


 


(iii)                               the Seller shall hold such appropriate meetings or obtain such
appropriate consents of its Board of Directors as are necessary to authorize all
the Seller’s actions required by law to be authorized by the Board of
Directors, shall keep minutes of such meetings and of meetings of its member(s)
and observe all other customary limited liability company formalities (and any
successor Seller not a limited liability company shall observe similar
procedures in accordance with its governing documents and applicable law);


 


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


 


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


 


28
















 


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


 


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


 


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


 


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


 


Section 6.4.                                                           Merger or Consolidation of, or Assumption of the
Obligations of, Seller. Any
Person: (a) into which the Seller may be merged or consolidated, (b) that
may result from any merger or consolidation to which the Seller shall be a
party or (c) that may succeed to the properties and assets of the
Seller substantially as a whole, which Person (in any of the foregoing cases)
executes an agreement of assumption to perform every obligation of the
Seller under this Agreement (or is deemed by law to have assumed such
obligations), shall be the successor to the Seller hereunder without the
execution or filing of any document or any further act by any of the parties to
this Agreement; provided, however,
that: (i) immediately after giving effect to such transaction, no
representation or warranty made pursuant to Section 3.1
shall have been breached and no Servicer Default, and no event that, after
notice or lapse of time, or both, would become a Servicer Default shall have
occurred and be continuing, (ii) the Seller shall have delivered to the
Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of
Counsel each stating that such consolidation, merger or succession and such
agreement of assumption comply with this Section and
that all conditions precedent, if any, provided for in this Agreement relating
to such transaction have been complied with, (iii) the Rating Agency
Condition shall have been satisfied with respect to such transaction and (iv) the
Seller shall have delivered to the Trustee and the Indenture Trustee an Opinion
of Counsel either: (A) stating that, in the opinion of such counsel, all
financing statements, continuation statements and amendments thereto have been
executed and filed that are necessary fully to preserve and protect the
interest of the Trustee and Indenture Trustee, respectively, in the Receivables
and reciting the details of such filings, or (B) stating that, in the
opinion of such counsel, no such action shall be necessary


 


29

















 


to preserve and protect such interests. Notwithstanding
anything herein to the contrary, the execution of the foregoing agreement of
assumption and compliance with clauses (i),
(ii), (iii) and (iv) shall
be conditions to the consummation of the transactions referred to in clauses (a), (b) or
(c).


 


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


 


Section 6.6.                                                           Seller May Own Certificates or Notes. (a) The Seller and any Affiliate thereof may in
its individual or any other capacity become the owner or pledgee of
Certificates or the Notes with the same rights as it would have if it were not
the Seller or an Affiliate thereof, except as expressly provided herein or in
any other Basic Document.


 


Notwithstanding the foregoing, the Seller
shall not sell the Certificates except to an entity (a) that has provided
an opinion of counsel to the effect that such sale will not cause the Trust to
be treated as a “publicly traded partnership” under the Code and (b) that
either (i) is not an Affiliate of the Seller or (ii) is an Affiliate
of the Seller that (A) is a subsidiary of CNHCA or NH Credit, the
certificate of formation and limited liability company agreement of which
contains restrictions substantially similar to the restrictions contained in
the certificate of formation and limited liability company agreement of the
Seller and (B) has provided an Opinion of Counsel regarding substantive
consolidation of such Affiliate with CNHCA or NH Credit in the event of a
bankruptcy filing by CNHCA or NH Credit, as applicable, which is substantially
similar to the Opinion of Counsel provided by Seller on the Closing Date, and
which may be subject to the same assumptions and qualifications as that
opinion.


 


(b)   The parties hereto acknowledge and consent to
the fact that the Class B Notes will be acquired by the Depositor
hereunder, and in turn transferred by the Depositor to the Originator or its
Affiliate on the Closing Date. In addition, the Depositor, Originator and any
Affiliate thereof may, whenever desired, sell or otherwise transfer the Class B
Notes (including to an Affiliate or to an unaffiliated third-party) with the
same rights as it would have if it were not the Depositor or an Affiliate
thereof, and without notice to or the consent of any Noteholder,
Certificateholder or any other Person, and without satisfaction of any Rating
Agency Condition.


 


ARTICLE VII

The Servicer


 


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


 


30

















 


Receivables to the Issuing Entity and the pledge
thereof to the Indenture Trustee pursuant to the Indenture.


 


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


 


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


 


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


 


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


 


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


 


(f)                                    No Proceedings. As of the date of the Underwriting Agreement, the Preliminary
Prospectus Date, the Prospectus Date and the Closing Date, there are no
proceedings or investigations pending or, to the Servicer’s  knowledge, threatened against the Servicer,
before any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality having jurisdiction over the Servicer or its
properties (i) asserting the invalidity of this Agreement, (ii) seeking
to prevent the consummation of any of the transactions contemplated by this
Agreement, or (iii) seeking any determination or ruling that might


 


31

















 


materially and adversely affect the performance
by the Servicer of its obligations under, or the validity or enforceability of,
this Agreement or otherwise be material to the Noteholders, except as otherwise
may be disclosed on the Preliminary Prospectus or the Prospectus; and


 


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


 


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


 


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


 


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


 


(ii)                                  any taxes that may at any time be asserted
against any such Person with respect to the transactions contemplated herein,
including any sales, gross receipts, general corporation, tangible personal
property, privilege or license taxes (but, in the case of the Issuing Entity,
not including any taxes asserted with respect to, and as of the date of, the
sale of the Receivables to the Issuing Entity or the issuance and original sale
of the Notes and the issuance of the Certificates, or asserted with respect to
ownership of the Receivables, or federal or other income taxes arising out of
distributions on the Certificates or the Notes) and costs and expenses in
defending against the same;


 


(iii)                               the negligence, willful misfeasance or bad faith of the Servicer in the
performance of its duties under this Agreement or by reason of reckless
disregard of its obligations and duties under this Agreement; and


 


(iv)                              the Seller’s or the Issuing Entity’s violation of federal or State
securities laws in connection with the offering or sale of the Notes.


 


(b)                                 The Servicer shall indemnify, defend and hold
harmless the Trustee and the Indenture Trustee (and their respective officers,
directors, employees and agents) from and against all costs, expenses, losses,
claims, damages and liabilities arising out of or incurred in connection with
the acceptance or performance of the trusts and duties herein and, in the case
of the Trustee, in the Trust Agreement contained, and, in the case of the
Indenture Trustee, in the Indenture contained, except to the extent that such
cost, expense, loss, claim, damage or liability:


 


(i)                                     shall be due to the willful misfeasance, bad
faith or negligence (except for errors in judgment) of the Trustee or the
Indenture Trustee as applicable; or


 


32

















 


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


 


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


 


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


 


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


 


Notwithstanding anything herein to the
contrary, Sections  7.2(a)(ii), (a)(iv), (b), (c), (d) and (e) shall not apply to the Backup
Servicer in its capacity as Successor Servicer. For purposes of this Section, in the event of the
termination of the rights and obligations of the Servicer pursuant to Section 8.1, or a resignation by the
Servicer pursuant to this Agreement, the Servicer shall be deemed to be the
Servicer pending appointment of a Successor Servicer pursuant to Section 8.2.


 


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


 


Section 7.3.                                                           Merger or Consolidation of, or Assumption of the
Obligations of, Servicer. Any
Person: (a) into which the Servicer may be merged or consolidated, (b) that
may result from any merger or consolidation to which the Servicer shall be
a party, or (c) that may succeed to the properties and assets of the
Servicer substantially as a whole, which Person (in any of the foregoing
circumstances) executes an agreement of assumption to perform every
obligation of the Servicer hereunder (or is deemed by law to have assumed such
obligations), shall be the successor to the Servicer under this Agreement
without further act on the part of any of the parties to this Agreement; provided, however, that: (i) immediately
after giving effect to such transaction, no Servicer Default, and no event
that, after notice or lapse of time, or both, would become a Servicer Default
shall have occurred and be continuing, (ii) the Servicer shall have
delivered to the Trustee and Indenture Trustee an Officer’s Certificate and an
Opinion of Counsel each stating that such consolidation, merger or succession
and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided
for in


 


33

















 


this Agreement relating to such transaction have
been complied with, (iii) the Rating Agencies and the Counterparties shall
have received at least ten days’ prior written notice of such transaction and (iv) the
Servicer shall have delivered to the Trustee and the Indenture Trustee an
Opinion of Counsel either: (A) stating that, in the opinion of such
counsel, all financing statements, continuation statements and amendments
thereto have been executed and filed that are necessary fully to preserve and
protect the interest of the Trustee and the Indenture Trustee, respectively, in
the Receivables and reciting the details of such filings, or (B) stating
that, in the opinion of such counsel, no such action shall be necessary to
preserve and protect such interests. Notwithstanding anything herein to the
contrary, the execution of the foregoing agreement of assumption and compliance
with clauses (i), (ii), (iii) and
(iv) shall be conditions
to the consummation of the transactions referred to in clauses (a), (b) or (c); provided, however, that
this Section 7.3 shall not apply to
mergers or consolidations of the Backup Servicer in its capacity as Successor
Servicer within J.P. Morgan Chase Bank N.A.


 


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


 


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


 


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


 


34

















 


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


 


ARTICLE VIII

Default


 


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


 


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


 


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


 


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


 


(d)                                 the failure by NH Credit as Servicer to engage a
replacement Backup Servicer within one hundred eighty days after the date that
SST is terminated as Backup Servicer, unless SST is terminated as Backup
Servicer pursuant to Section 2.3
of the Backup Servicing Agreement, in which case a Backup Servicer will no
longer be required, notwithstanding anything in the Basic Documents to the
contrary;


 


then, and in each and every
case, so long as the Servicer Default shall not have been remedied, either the
Indenture Trustee, or the Holders of Notes evidencing not less than 25% of the
Outstanding Amount of the Notes, by notice then given in writing to the
Servicer and to any Backup Servicer that is engaged at that time (and to the
Indenture Trustee and the Trustee if given by the Noteholders), may terminate
all the rights and obligations (other than the obligations set forth in Section 7.2) of the Servicer under
this Agreement; provided, however,
that the Backup Servicer, acting as Successor Servicer, may not be
terminated for a Servicer


 


35

















 


Default set forth in Section 8.1(b) with respect to
the Seller or under Section 8.1(d).
On or after the receipt by the Servicer and any Backup Servicer of such written
notice, all authority and power of the Servicer under this Agreement, whether
with respect to the Notes, the Certificates, the Receivables or otherwise,
shall, without further action, pass to and be vested in (a) the Backup
Servicer, or if no Backup Servicer is then engaged (b) the Indenture
Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation,
the Indenture Trustee and the Trustee are hereby authorized and empowered to
execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the
termination of the Servicer, whether to complete the transfer and endorsement
of the Receivables and related documents, or otherwise. The predecessor
Servicer shall cooperate with the Successor Servicer, the Indenture Trustee and
the Trustee in effecting the termination of the responsibilities and rights of
the predecessor Servicer under this Agreement, including the transfer to the
Successor Servicer for administration by it of: (i) all cash amounts that
shall at the time be held by the predecessor Servicer for deposit, or shall
thereafter be received by it with respect to a Receivable and (ii) all
Receivable Files. All reasonable costs and expenses (including attorneys’ fees)
incurred in connection with such transfer, including the costs of transferring
the Receivable Files to the Successor Servicer and amending this Agreement to
reflect its succession as Servicer, shall be paid by the predecessor Servicer
upon presentation of reasonable documentation of such costs and expenses. Upon
receipt of written notice of the occurrence of a Servicer Default, the Trustee
shall give written notice thereof to the Rating Agencies and the
Counterparties.


 


Section 8.2.                                                           Appointment of Successor Servicer. (a)  Upon the Servicer’s receipt of
notice of termination, pursuant to Section 8.1,
or the Servicer’s resignation in accordance with this Agreement, the
predecessor Servicer shall continue to perform its functions as Servicer
under this Agreement, in the case of termination, only until the date specified
in such termination notice or, if no such date is specified in a notice of
termination, until receipt of such notice and, in the case of resignation,
until the earlier of: (x) the date 60 days from the delivery to the
Trustee, the Counterparties and the Indenture Trustee of written notice of such
resignation (or written confirmation of such notice) in accordance with this
Agreement and (y) the date upon which the predecessor Servicer shall
become unable to act as Servicer, as specified in the notice of resignation and
accompanying Opinion of Counsel. In the event of the Servicer’s termination
hereunder, if no Backup Servicer is then engaged, the Issuing Entity shall
appoint a Successor Servicer acceptable to the Indenture Trustee, and the
Successor Servicer shall accept its appointment by a written assumption in form acceptable
to the Indenture Trustee. In the event that a Successor Servicer has not been
appointed at the time when the predecessor Servicer has ceased to act as
Servicer in accordance with this Section,
the Indenture Trustee without further action shall automatically be appointed
the Successor Servicer and shall be entitled to the Servicing Fee. Notwithstanding
the above, the Indenture Trustee shall, if it shall be unable so to act,
appoint or petition a court of competent jurisdiction to appoint any
established institution, having a net worth of not less than $50,000,000 and
whose regular business shall include the servicing of equipment receivables, as
the successor to the Servicer under this Agreement.


 


(b)                                 Upon appointment, the Successor Servicer
(including the Indenture Trustee acting as Successor Servicer) shall be the
successor in all respects to the predecessor Servicer (except with respect to
responsibilities and obligations of the predecessor Servicer set


 


36

















 


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


 


(c)                                  Subject to the Indenture Trustee’s right to
appoint a Successor Servicer pursuant to the last sentence of clause (a) after
the Indenture Trustee has become Servicer, the Servicer may not resign
unless it is prohibited from serving as such by law as evidenced by an Opinion
of Counsel to such effect delivered to the Indenture Trustee, the Backup
Servicer and the Trustee.


 


(d)                                 Notwithstanding anything else herein to the
contrary, in no event shall the Indenture Trustee be liable for any transition
expenses, servicing fee or for any differential in the amount of the Servicing
Fee paid hereunder and the amount necessary to induce any Successor Servicer to
act as Successor Servicer under this Agreement and the transactions set forth
or provided for herein or be liable for or be required to make any servicer
advances.


 


Section 8.3.                                                           Notification to Noteholders and
Certificateholders. Upon
any termination of, or appointment of a successor to, the Servicer pursuant to
this  Article VIII , the Trustee
shall give prompt written notice thereof to the Certificateholders and the
Indenture Trustee shall give prompt written notice thereof to the Noteholders,
the Counterparties, the Backup Servicer and the Rating Agencies.


 


Section 8.4.                                                           Waiver of Past Defaults. The Noteholders of Notes evidencing not less
than a majority of the Note Balance (or the Holders of Certificates evidencing
not less than 50% of the beneficial interest in the Issuing Entity, in the case
of any default that does not materially and adversely affect the Indenture
Trustee or the Noteholders) may, on behalf of all the Noteholders and
Certificateholders, waive in writing any default by the Servicer in the
performance of its obligations hereunder and its consequences, except a default
in making any required deposits to or payments from any of the Trust Accounts
or the Backup Servicer Account in accordance with this Agreement. Upon any such
waiver of a past default, such default shall cease to exist, and any Servicer
Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereto.


 


ARTICLE IX

Termination


 


Section 9.1.                                                           Optional Purchase of All
Receivables. (a)  As
of the first day of any Collection Period immediately preceding a Payment Date
as of which the Pool Balance is 10%


 


37

















 


or less of the Initial Pool Balance, CNHCA shall
have the option (but no obligation) to purchase all of the Trust Estate, other
than the Trust Accounts. To exercise such option, CNHCA shall deposit, pursuant
to Section 5.5, in the
Collection Account an amount equal to the aggregate Purchase Amount for the
Receivables plus the value of any other property held by the Trust, such value
to be as reasonably determined by CNHCA, and CNHCA shall succeed to all
interests in, to and under the Trust Estate, other than the Trust Accounts;
provided that CNHCA shall not exercise such option unless the amount so
deposited, together with funds on deposit in the Trust Accounts, would be
sufficient to pay the Redemption Price pursuant to Section 10.1(a) of the Indenture and all amounts
due and payable to the Counterparties.


 


(b)                                 Upon any sale of the assets of the Trust, the
Servicer shall instruct the Indenture Trustee to deposit the proceeds from such
sale after all payments and reserves therefrom have been made (the “Sale Proceeds”) in the Collection Account.
On the Payment Date, or, if such proceeds are not so deposited on a Payment
Date, on the first Payment Date following the date on which the Sale Proceeds
are deposited in the Collection Account, the Servicer shall instruct the
Indenture Trustee to make the following payments and deposits (after the
application on such Payment Date of the Total Distribution Amount and funds on
deposit in the Spread Account pursuant to 
Sections 5.6 and 5.7) from
the Sale Proceeds and any funds remaining on deposit in the Spread Account (including
the proceeds of any sale of investments therein as described in the following
sentence):


 


(i)                                     first, to pay the Backup Servicer its accrued
and unpaid Backup Servicer Fees;


 


(ii)                                  second, to pay the Servicer its accrued and
unpaid Servicing Fee;


 


(iii)                               third, to the Indenture Trustee for amounts due under Section 6.7 of the Indenture;


 


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


 


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


 


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


 


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


 


Any investments on deposit in the Spread
Account that will not mature on or before such Payment Date shall be sold by
the Indenture Trustee at such time as will result in the Indenture


 


38

















 


Trustee receiving the proceeds from such sale
not later than the Transfer Date preceding such Payment Date.


 


(c)                                  As described in Article IX of the Trust
Agreement, once CNHCA has made its determination to make the purchase described
under Section 9.1(a) (the “Clean-Up
Call”), the Servicer shall send notice of the anticipated dissolution of the
Trust to the Trustee and the Backup Servicer as soon as practicable after the
Servicer has received notice of the Clean-Up Call. In addition, the Servicer
shall give notice of termination of the Trust to the Counterparties.


 


(d)                                 Following the satisfaction and discharge of the
Indenture and the payment in full of the principal of and interest on the
Notes, the Certificateholders will succeed to the rights of the Noteholders
hereunder and the Trustee will succeed to the rights of, and assume the
obligations of, the Indenture Trustee pursuant to this Agreement.


 


ARTICLE X

Miscellaneous Provisions


 


Section 10.1.                  Amendment.
Any term or provisions of this Agreement may be amended by the Issuing Entity,
the Seller and the Servicer without the consent of the Indenture Trustee, any
Certificateholder, any Noteholder, the Counterparties, the Trustee or any other
Person (other than the written consent of the Backup Servicer, such consent not
to be unreasonably withheld) subject to the satisfaction of one of the
following conditions:


 


(i)                                     the Seller or the Servicer delivers an Opinion
of Counsel to the Indenture Trustee to the effect that such amendment will not
materially and adversely affect the interests of the Noteholders or the
Certificateholders; or


 


(ii)                                  the Seller and the Servicer deliver an Officer’s
Certificate of the Seller and Servicer, respectively, to the Indenture Trustee
to the effect that such amendment will not materially and adversely affect the
interests of the Noteholders or the Certificateholders.


 


An amendment shall be deemed not
to adversely affect in any material respect the interests of any Noteholders of
a Class of Notes if the Rating Agency Condition has been satisfied with
respect to such amendment for such Class of Notes.


 


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


 


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


 


39

















 


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


 


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


 


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


 


Prior to the execution of any amendment to
this Agreement, the Trustee and the Indenture Trustee shall be entitled to
receive and rely upon an Opinion of Counsel stating that the execution of such
amendment is authorized or permitted by this Agreement and the other Basic
Documents and that all conditions precedent to such execution and delivery by
the Trustee and the Indenture Trustee have been satisfied. The Trustee and the
Indenture Trustee may, but shall not be obligated to, enter into any such
amendment that affects the Trustee’s or the Indenture Trustee’s, as applicable,
own rights, duties or immunities under this Agreement or otherwise.


 


Notwithstanding anything herein to the
contrary (other than as provided in the following paragraph), any term or
provision of this Agreement may be amended by the Seller, and the Servicer
without the consent of any of the Noteholders, Certificateholders, the Issuing
Entity, the Indenture Trustee or any other Person to add, modify or eliminate
any provisions as may be necessary or advisable in order to comply with or
obtain more favorable treatment under or with respect to any law or regulation
or any accounting rule or principle (whether now or in the future in
effect); it being a condition to any such amendment that the Rating Agency
Condition shall have been satisfied.


 


With respect to any amendment pursuant to this
Section 10.1, if any amendment or
supplement would either: (a) materially and adversely affect any of the
Counterparties’ rights or obligations under an Interest Rate Swap Agreement or
any other Basic Document; or (b) materially and adversely modify the obligations
of, or materially and adversely impact the ability of, the Trust to fully perform any
of the Trust’s obligations under an Interest Rate Swap Agreement, the Trust and
the Indenture Trustee shall be required to first obtain the written consent of
the applicable Counterparties to the affected Interest Rate Swap Agreements
before entering into any such amendment or supplement (which consent shall not
be unreasonably withheld).


 


40

















 


Notwithstanding anything to the contrary
herein or in the Basic Documents, the Seller, the Servicer and the Originator may enter
into, deliver and perform any agreements, documents and certificates in
connection with a sale of the Class B Notes on or after the Closing Date
without notice to, or the consent of, any Noteholders, Certificateholders or
any other Person, and without satisfaction of a Rating Agency Condition or any
other conditions. The Issuing Entity, the Counterparties, Indenture Trustee,
Backup Servicer, and the Trustee may enter into, deliver and perform any
agreements, documents and certificates in connection with such sale of the Class B
Notes without notice to, or the consent of, any Noteholders, Certificateholders
or any other Person, and without satisfaction of a Rating Agency Condition
(unless satisfaction of the Rating Agency Condition is required due to reliance
on clause (ii) below) or any other conditions, so long as the Seller (i) delivers
an Officer’s Certificate of the Seller to the Indenture Trustee to the effect
that such agreements, documents and/or certificates will not materially and
adversely affect the interests of the Noteholders or the Certificateholders (it
being agreed hereunder that the officer delivering such Officer’s Certificate may assume
therein that an entity making as of such sale date representations in such
agreements, documents or certificates that were also made in the Basic
Documents as of the Closing Date do not materially and adversely affect the
interests of the Noteholders and/or Certificateholders) or (ii) satisfies
the Rating Agency Condition.


 


Section 10.2.                                                     Protection of Title to Trust. (a)  The Seller shall execute and file
such financing statements, and cause to be executed and filed such continuation
statements, all in such manner and in such places as may be required by
applicable law fully to preserve, maintain and protect the right, title and
interest of the Issuing Entity and the interests of the Indenture Trustee in
the Receivables, the other property sold hereunder and in the proceeds thereof.
The Seller shall deliver (or cause to be delivered) to the Trustee and the
Indenture Trustee file-stamped copies of, or filing receipts for, any document
filed as provided above as soon as available following such filing. The Issuing
Entity and the Indenture Trustee shall cooperate fully with the Seller in
connection with the obligations set forth above and will execute any and all
documents reasonably required to fulfill the intent of this paragraph.


 


(b)                                 Neither the Seller nor the Servicer shall change
its name, identity or organizational structure in any manner that would or
could reasonably be expected to make any financing statement or continuation
statement filed in accordance with paragraph (a) seriously misleading
within the applicable provisions of the UCC and shall give the Trustee and the
Indenture Trustee notice thereof no later than 10 days after the effective date
thereof and shall promptly file appropriate amendments to all previously filed
financing statements or continuation statements.


 


(c)                                  Each of the Seller and the Servicer shall have
an obligation to give the Trustee and the Indenture Trustee notice within 15
days after (and, in any case, no later than 10 days after the effective date
thereof) of any relocation of its principal executive office or its “location”
as defined in Section 9-307 of the UCC and if, as a result of such
relocation, the applicable provisions of the UCC would require the filing of
any amendment of any previously filed financing or continuation statement or of
any new financing statement and shall promptly file any such amendment. The
Servicer shall at all times maintain each office from which it shall service
Receivables, and its “location” (as defined in Section 9-307 of the UCC),
within the United States of America.


 


41

















 


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


 


(e)                                  The Servicer shall maintain its computer systems
so that, from and after the time of sale under this Agreement of the
Receivables, the Servicer’s master computer records (including any backup
archives) that refer to a Receivable shall indicate clearly the interest of the
Issuing Entity and the Indenture Trustee in such Receivable and that such
Receivable is owned by the Issuing Entity and has been pledged to The Bank of
New York Trust Company, N.A., as Indenture Trustee. Indication of the Issuing
Entity’s and the Indenture Trustee’s interest in a Receivable may be
deleted from or modified on the Servicer’s computer systems when, and only
when, the related Receivable shall have been paid in full or repurchased or
purchased by the Servicer, or otherwise transferred to the Servicer or CNHCA
pursuant to Section 4.3 hereof.


 


(f)                                    If at any time the Seller or the Servicer shall
propose to sell, grant a security interest in, or otherwise transfer any
interest in equipment receivables to any prospective purchaser, lender or other
transferee, the Servicer shall give to such prospective purchaser, lender or
other transferee computer tapes, records or printouts (including any restored
from backup archives) that, if they shall refer in any manner whatsoever to any
Receivable, shall indicate clearly that such Receivable has been sold and is
owned by the Issuing Entity and has been pledged to the Indenture Trustee. From
and after the date of this Agreement, the Servicer will not sell, pledge,
assign or transfer to any Person, or grant, create, incur, assume or suffer to
exist any Lien on, any interest in, to and under the Receivables (other than
Reacquired Receivables).


 


(g)                                 The Servicer shall permit the Indenture Trustee
and its agents at any time during normal business hours to inspect, audit and
make copies of and abstracts from the Servicer’s records regarding any
Receivable. The Indenture Trustee and its agents shall give reasonable notice
of any such inspection or audit and such inspection shall be conducted in a
manner that does not cause undue disruption or interference with the Servicer’s
business.


 


(h)                                 Upon request, the Servicer shall furnish to the
Trustee or to the Indenture Trustee, within five Business Days, a list of all
Receivables (by contract number and name of Obligor) then held as part of
the Trust, together with a reconciliation of such list to the Schedule of
Receivables and to each of the Servicer’s Certificates furnished before such
request indicating removal of Receivables from the Trust.


 


(i)                                     The Servicer shall deliver to the Trustee and
the Indenture Trustee:


 


(1)                                  promptly after the execution and delivery of
this Agreement, an Opinion of Counsel either: (A) stating that, in the
opinion of such counsel, all financing statements and continuation statements
have been executed and filed that are necessary fully to preserve and protect
the interest of the Trustee and the Indenture Trustee in the Receivables, and
reciting the details of such filings or referring to prior Opinions of Counsel
in which such details are given, or (B)


 


42

















 


stating that, in the opinion of such counsel, no such action shall be
necessary to preserve and protect such interest; and


 


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


 


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


 


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


 


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


 


Section 10.3.                                                     Notices. All demands, notices, directions, instructions
and communications upon or to the Seller, the Servicer, the Issuing Entity, the
Trustee, the Indenture Trustee, the Counterparties or the Rating Agencies under
this Agreement shall be in writing, personally delivered or mailed by certified
mail, return receipt requested, or by facsimile, and shall be deemed to have
been duly given upon receipt:  (a) in
the case of the Seller, to CNH Capital Receivables LLC, 6900 Veterans
Boulevard, Burr Ridge, Illinois 60527, Attention: Assistant Treasurer,
(telephone: (630) 887-2095) (facsimile: (630) 887-5448), (b) in the case
of the Servicer, to New Holland Credit Company, LLC, 33 South Railroad Avenue,
New Holland, Pennsylvania 17557, Attention: Finance Manager (telephone (717)
355-3091) (facsimile: (630) 887-5448); with a copy to:  New Holland Credit Company, LLC, 6900
Veterans Boulevard, Burr Ridge, Illinois 60527, Attention: Assistant Treasurer,
(facsimile: (630) 887-5448), (c) in the case of the Issuing Entity or the
Trustee, at the Trustee’s Corporate Trust Office, (d) in the case of the
Indenture Trustee, at its Corporate Trust Office, (e) in the case of any
Counterparty, to the address set forth in Section 11.4(c) of
the Indenture or at any other address or facsimile number previously furnished
in writing to other parties by the applicable Counterparty, (f) in the
case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring
Department, 7 World Trade Center, 250 Greenwich Street, New York, New York
10007, (g) in the case of Standard & Poor’s, to Standard &
Poor’s Ratings Services, a division of McGraw-Hill Companies, Inc., 55
Water Street, New York, New York 10041, Attention: Asset Backed Surveillance
Department, and (h) in the case of Fitch, to Fitch, Inc., 70 West
Madison Street, Suite 11, Chicago, Illinois 60602, Attention: ABS
Monitoring – Equipment Loans.


 


43
















 


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


 


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


 


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


 


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


 


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


 


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


 


Section 10.10.                                               Assignment to Indenture Trustee. The Seller hereby acknowledges and consents to
any mortgage, pledge, assignment and grant of a security interest by the
Issuing Entity to the Indenture Trustee pursuant to the Indenture for the
benefit of the Noteholders and the Counterparties of all right, title and
interest of the Issuing Entity in, to and under the Receivables and/or the
assignment of any or all of the Issuing Entity’s rights and obligations
hereunder to the Indenture Trustee, and agrees that enforcement of a right or
remedy hereunder by the Indenture Trustee shall have the same force and effect
as if the right or remedy had been enforced or executed by the Issuing Entity.


 


Section 10.11.                                               Nonpetition Covenants. (a)  Notwithstanding any prior
termination of this Agreement, the Servicer and the Seller shall not, prior to
the date that is one year and one day after the termination of this Agreement,
with respect to the Issuing Entity, acquiesce, petition or otherwise invoke or
cause the Issuing Entity to invoke the process of any court or governmental
authority for the purpose of commencing or sustaining a case against the
Issuing Entity under any federal or State bankruptcy, insolvency or similar law
or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuing Entity 


 


44

















 


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


 


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


 


Section 10.12.                                               Limitation of Liability of Trustee and Indenture
Trustee. (a)  Notwithstanding
anything contained herein to the contrary, this Agreement has been
countersigned by Wilmington Trust Company, not in its individual capacity but
solely in its capacity as Trustee of the Issuing Entity, and in no event shall
Wilmington Trust Company, in its individual capacity or any beneficial owner of
the Issuing Entity have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuing Entity hereunder or
in any of the certificates, notices or agreements delivered pursuant hereto, as
to all of which recourse shall be had solely to the assets of the Issuing
Entity.


 


(b)                                 Notwithstanding anything contained herein to the
contrary, this Agreement has been accepted by The Bank of New York Trust
Company, N.A., not in its individual capacity but solely as Indenture Trustee,
and in no event shall The Bank of New York Trust Company, N.A. have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Issuing Entity hereunder or in any of the certificates,
notices or agreements delivered pursuant hereto, as to all of which recourse
shall be had solely to the assets of the Issuing Entity.


 


Section 10.13.                                               Conditions Precedent to Other Financing
Transactions. The Seller
shall not enter into any receivables sale or other financing transaction unless
either the appropriate documents relating thereto contain provisions
substantially to the effect set out in Sections
11.17 and 11.19 of the Indenture or such transaction otherwise shall
have satisfied the Rating Agency Condition.


 


Section 10.14.                                               Information Requests. The parties hereto shall provide any
information reasonably requested by the Servicer, the Issuing Entity or the
Seller or any of their Affiliates, at the expense of such party, in order to
comply with or obtain more favorable treatment under any current or future law,
rule, regulation, accounting rule or principle.


 


Section 10.15.                                               Information to Be Provided by the Indenture
Trustee.


 


45

















 


(a)                                  For so long as the Issuing Entity is required to
report under the Exchange Act, the Indenture Trustee shall (i) on or
before the fifth Business Day of each month, provide to the Seller, in writing,
such information regarding the Indenture Trustee as is requested by the Seller
for the purpose of compliance with Item 1117 of Regulation AB; provided, however,
that the Indenture Trustee shall not be required to provide such information in
the event that there has been no change to the information previously provided
by the Indenture Trustee to Seller, and (ii) as promptly as practicable
following notice to or discovery by a Responsible Officer of the Indenture
Trustee of any changes to such information, provide to the Seller, in writing,
such updated information.


 


(b)                                 As soon as available but no later than March 15
of each calendar year for so long as the Issuing Entity is required to report
under the Exchange Act, commencing in 2008, the Indenture Trustee shall:


 


(i)                                     deliver to the Seller a report regarding the
Indenture Trustee’s assessment of compliance with the Servicing Criteria during
the immediately preceding calendar year, as required under paragraph (b) of
Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122 of
Regulation AB. Such report shall be signed by an authorized officer of the
Indenture Trustee, and shall address each of the Servicing Criteria specified
in Exhibit H or such
criteria as mutually agreed upon by the Seller and the Indenture Trustee;


 


(ii)                                  deliver to the Seller a report of a registered
public accounting firm that attests to, and reports on, the assessment of
compliance made by the Indenture Trustee and delivered pursuant to the
preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;


 


(iii)                               deliver to the Seller and any other Person that will be responsible for
signing the certification required by Rules 13a-14(d) and 15d-14(d) under
the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of
2002) (a “Sarbanes Certification”)
on behalf of the Issuer or the Seller a certification substantially in the form attached
hereto as Exhibit I or such form as
mutually agreed upon by the Seller and the Indenture Trustee; and


 


(iv)                              notify the Seller in writing of any affiliations or relationships (as
described in Item 1119 of Regulation AB) between the Indenture Trustee and any
item 1119 Party, provided, that no such
notification need be made if the affiliations or relationships are unchanged
from those provided in the notification in the prior calendar year.


 


The Indenture Trustee acknowledges that the
parties identified in clause (iii) above
may rely on the certification provided by the Indenture Trustee pursuant
to such clause in signing a Sarbanes Certification and filing such with the
Commission.


 


Section 10.16.                                               Form 8-K Filings. So long as the Seller is filing Exchange Act
Reports with respect to the Issuer, the Indenture Trustee shall promptly notify
the Seller, but in


 


46

















 


no event later than one (1) Business Day
after its occurrence, of any Reportable Event of which a Responsible Officer of
the Indenture Trustee has actual knowledge (other than a Reportable Event
described in clause (a) or (b) of the definition thereof as to which
the Seller or the Servicer has actual knowledge).


 


Section 10.17.                                               Indemnification. (a) The Bank of New York Trust Company,
N.A. shall indemnify the Seller, each Affiliate of the Seller and each Person
who controls any of such parties (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act) and the respective
present and former directors, officers, employees and agents of each of the
foregoing, and shall hold each of them harmless from and against any losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments, and any other costs, fees and expenses that any of them may sustain
arising out of or based upon:


 


(1)                                  (A) any untrue statement of a material fact
contained in the Servicing Criteria assessment and any other information
required to be provided by The Bank of New York Trust Company, N.A. to the
Seller or its affiliates under Section 10.15
(excluding clause (b)(ii) of Section 10.15),
10.16 (such information, together with
the BNYTC Information as defined in the Certificate of The Bank of New York
Trust Company, N.A. attached hereto as Exhibit J, the “Provided
Information”), or (B) the omission or alleged omission to state in the
Provided Information a material fact required to be stated in the Provided
Information, or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of
this paragraph shall be construed solely by reference to the related
information and not to any other information communicated in connection with a
sale or purchase of securities, without regard to whether the Provided
Information or any portion thereof is presented together with or separately
from such other information; or


 


(2)                                  any failure by The Bank of New York Trust
Company, N.A. to deliver any Servicing Criteria assessment, information,
report, certification, accountants’ letter or other material when and as
required under Sections 10.15 and 10.16;


 


(b)                                 In the case of any failure of performance
described in clause (a)(2) of this Section, The Bank of New York Trust
Company, N.A. shall promptly reimburse the Seller for all costs reasonably
incurred in order to obtain the information, report, certification, accountants’
letter or other material not delivered as required by The Bank of New York
Trust Company, N.A.


 


Notwithstanding anything to the contrary
contained herein, in no event shall The Bank of New York Trust Company, N.A. be
liable for special, indirect or consequential damages of any kind whatsoever,
including but not limited to lost profits, even if The Bank of New York Trust
Company, N.A. has been advised of the likelihood of such loss or damage and
regardless of the form of action.


 


(c)                                  The Seller agrees to indemnify and hold
harmless, The Bank of New York Trust Company, N.A. and its officers, directors,
shareholders, employees, agents and each Person, if any, who controls The Bank
of New York Trust Company, N.A. within the meaning of


 


47

















 


either Section 15 of the Securities Act or Section 20
of the Securities Exchange Act from and against, any and all claims, losses,
liabilities, actions, suits, judgments demands, damages, costs or expenses
(including reasonable fees and expenses of attorneys) of any nature resulting
from or directly related to (i) any untrue statement of a material fact
contained under the heading “Depositor” in the base prospectus contained in the
Preliminary Prospectus or the Prospectus, or (ii) any omission or alleged
omission to state therein a material fact required to be stated under the
heading “Depositor” in the base prospectus contained in the Preliminary
Prospectus, the Prospectus or necessary to make the statements under the
heading “Depositor” in the base prospectus contained in the Preliminary
Prospectus or the Prospectus, in the light of the circumstances in which they
were made, not misleading, to the extent that such untrue statement or alleged
untrue statement or omission or alleged omission relates to information set
forth under the heading “Depositor” in the base prospectus contained in the
Preliminary Prospectus or the Prospectus.


 


Notwithstanding anything to the contrary
contained herein, in no event shall the Seller be liable for special, indirect
or consequential damages of any kind whatsoever, including but not limited to
lost profits, even if the Seller has been advised of the likelihood of such
loss or damage and regardless of the form of action.


 


(signature page follows)


 


48

















 


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


 


	
   

  	
  CNH EQUIPMENT TRUST 2007-C

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
   

  	
  not in its individual capacity, but

  
	
   

  	
   

  	
  solely as Trustee of the Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia A. Evans

  
	
   

  	
   

  	
   Name: Patricia A. Evans

  
	
   

  	
   

  	
   Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  CNH CAPITAL RECEIVABLES LLC

  
	
   

  	
  as Seller

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas N. Beckmann

  
	
   

  	
   

  	
  Name: Thomas N. Beckmann

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEW HOLLAND CREDIT COMPANY, LLC

  
	
   

  	
  as Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas N. Beckmann

  
	
   

  	
   

  	
  Name: Thomas N. Beckmann

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  
	
  Acknowledged and Accepted:

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  	
   

  	
   

  
	
   not in its individual capacity

  	
   

  	
   

  
	
   but solely as Indenture Trustee

  	
   

  	
   

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Keith Richardson

  	
   

  
	
   

  	
  Name:

  	
   Keith Richardson

  
	
   

  	
  Title:

  	
  Vice President

  
										



 


S-1

















 


EXHIBIT A

to Sale and Servicing Agreement


 


[RESERVED]


 


A-1

















 


EXHIBIT B

to Sale and Servicing Agreement


 


[RESERVED]


 


B-1

















 


EXHIBIT C

to Sale and Servicing Agreement


 


FORM OF SERVICER’S
CERTIFICATE


 


Wilmington
Trust Company

Rodney Square North,

1100 North Market Street,

Wilmington, Delaware 19890,

Attention: Corporate Trust Administration


 


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

2 North LaSalle Street

Suite 1020

Chicago, Illinois 60602


	
  Telephone:

  	
   

  	
  (312) 827-8500

  
	
  Facsimile:

  	
   

  	
  (312) 827-8562

  
	
  Attention:

  	
   

  	
  Structured Finance-ABS

  



 


CNH
Capital Receivables LLC

6900 Veterans Boulevard

Burr Ridge, Illinois  60527

Attention:  Assistant Treasurer


 


Fitch, Inc.

70 West Madison Street

Suite 11

Chicago, Illinois  60602

Attention:  ABS Monitoring – Equipment Loans


 


Moody’s
Investors Service, Inc.

ABS Monitoring Department

7 World Trade Center

250 Greenwich Street

New York, New York  10007


 


Standard &
Poor’s Ratings Services,
  a division of McGraw-Hill Companies, Inc.

55 Water Street

New York, New York  10041

Attention:  Asset Backed Surveillance Department


 


Systems &
Services Technologies, Inc.

4315 Pickett Road

St. Joseph, Missouri  64503

Attention:  John J. Chappell and Joseph D. Booz


 


Barclays Bank PLC

5 The North Colonnade

Canary Wharf, London E14 4BB,


 


C-1
















 


CNH Equipment Trust 2007-C


 


$111,000,000 Class A-1
5.09750% Asset Backed Notes due December 15, 2008


 


$141,000,000 Class A-2
Floating Rate Asset Backed Notes due September 15, 2010


 


$82,000,000 Class A-3a 5.21%
Asset Backed Notes due December 15, 2011


 


$35,000,000 Class A-3b
Floating Rate Asset Backed Notes due December 15, 2011


 


$83,500,000 Class A-4a 5.42%
Asset Backed Notes due March 17, 2014


 


$35,000,000 Class A-4b
Floating Rate Asset Backed Notes due March 17, 2014


 


$12,500,000 Class B 6.19%
Asset Backed Notes due May 15, 2014


 


$[                  ]
Asset Backed Certificate


 


Please contact
[                ]
at
[      ]-[      ]-[        ]
with any questions regarding this report or email abs@cnh.com


 


For additional information
consult http://investors.cnh.com


 


	
   

  	
   

  	
  Cutoff Date

  	
   

  	
   

  	
   

  	
  6/30/2007

  
	
   

  	
   

  	
  Date Added

  	
   

  	
   

  	
   

  	
  [          ]

  	
   

  	
  [          ]

  	
   

  	
  [          ]

  	
   

  	
  [          ]

  
	
   

  	
   

  	
  Pool

  	
   

  	
  Period

  	
   

  	
  Pool 1

  	
   

  	
  Pool 2

  	
   

  	
  Pool 3

  	
   

  	
  Pool 4

  
	
   

  	
   

  	
  Scheduled Cashflows

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  3

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  4

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  5

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  6

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  7

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  8

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  9

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  10

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  11

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  12

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  13

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  14

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  15

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  16

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  17

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  18

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  19

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  20

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  21

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  22

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  23

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  24

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  25

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  26

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  27

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  28

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-2

















 


	
   

  	
   

  	
   

  	
   

  	
  29

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  30

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  31

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  32

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  33

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  34

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  35

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  36

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  37

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  38

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  39

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  40

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  41

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  42

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  43

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  44

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  45

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  46

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  47

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  48

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  49

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  50

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  51

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  52

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  53

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  54

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  55

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  56

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  57

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  58

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  59

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  60

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  61

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  62

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  63

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  64

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  65

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  66

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  67

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  68

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  69

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  70

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  71

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  72

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  73

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  74

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  75

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  76

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  77

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  78

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Amount of Scheduled
  Cashflow

  	
   

  	
   

  	
   

  	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Discount Rate

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Beginning Contract Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Scheduled Contract Value
  Decline

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Unscheduled Contract Value
  Decline

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional Contract Value
  Added

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ending Contract Value

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-3

















 


CNH Equipment Trust 2007-C


 


$111,000,000 Class A-1
5.09750% Asset Backed Notes due December 15, 2008


 


$141,000,000 Class A-2
Floating Rate Asset Backed Notes due September 15, 2010


 


$82,000,000 Class A-3a 5.21%
Asset Backed Notes due December 15, 2011


 


$35,000,000 Class A-3b
Floating Rate Asset Backed Notes due December 15, 2011


 


$83,500,000 Class A-4a 5.42%
Asset Backed Notes due March 17, 2014


 


$35,000,000 Class A-4b
Floating Rate Asset Backed Notes due March 17, 2014


 


$12,500,000 Class B 6.19%
Asset Backed Notes due May 15, 2014


 


$[                  ]
Asset Backed Certificate


 


	
  Dated Date (30/360)

  
	
  Dated Date (act/360)

  
	
  Scheduled Payment Date

  
	
  Actual Payment Date

  
	
  Days in accrual period
  (30/360)

  
	
  Days in accrual period
  (act/360)

  
	
  1 month LIBOR Rate

  
	
  A-2 Note Rate for the next
  Interest Period

  
	
  A-3b Note Rate for the next
  Interest Period

  
	
  A-4b Note Rate for the next
  Interest Period

  
	
  Note Distribution Account
  deposit

  
	
  Certificate Distribution
  Account deposit

  
	
  First Principal Payment
  Amount

  
	
  Note Monthly Principal
  Distributable Amount

  
	
  Spread Account Initial
  Deposit

  
	
  Amount required to be
  deposited into the Collection Account during the calendar month

  
	
  Amounts to be paid to
  Backup Servicer as successor servicer to reimburse liquidation expenses

  
	
   

  
	
  Collateral
  Summary

  
	
  Wtd. Average Discount Rate

  
	
  Beginning Contract Value

  
	
  Scheduled Contract Value
  Decline

  
	
  Unscheduled Contract Value
  Decline

  
	
  Additional Contract Value
  Purchased

  
	
  Ending Contract Value

  
	
   

  
	
  Beginning Pre-funding
  Account Balance

  
	
  Pre-funding Account Balance
  at [payment date]

  
	
  Pre-funding Account Balance
  at [payment date]

  
	
  Pre-funding Account Balance
  at [payment date]

  



 


C-4

















 


	
  Pre-funding Account Balance
  at [final payment date]

  
	
  Ending Pre-funding Account
  Balance

  
	
   

  
	
  Total Beginning Balance
  (Pool Balance + Pre-funding Account Balance)

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

  
	
  Total Ending Balance (Pool
  Balance + Pre-funding Account Balance)

  
	
   

  
	
  Purchase Amount of
  Receivables purchased due to Modification Purchase Events in the related
  Collection Period

  
	
  Purchase Amount of all
  other purchases and repurchases in the related Collection Period

  
	
   

  
	
  Collections
  and Reinvestment Income

  
	
  Receipts During the period
  (net of servicer’s liquidation expenses)

  
	
   

  
	
  Warranty Repurchases

  
	
  Contracts deferred beyond
  Final Scheduled Maturity Date

  
	
  Government obligors

  
	
  Total Warranty Repurchases

  
	
   

  
	
  Total Collections For The
  Period

  
	
   

  
	
  Reinvestment Income (excluding
  Pre-funding Account)

  
	
  Reinvestment Income on
  Pre-funding Account)

  
	
   

  
	
  Net Swap Receipts

  
	
  Net Swap Termination
  Payments due Trust from the Swap Counterparty

  
	
   

  
	
  Total Collections +
  Reinvestment Income For The Period + Swap Receipt

  
	
   

  
	
  Other—Back-Up Servicing
  Account Investment Earnings

  
	
   

  
	
  Swap Termination Payments
  due to Swap Counterparty

  
	
  Prior Swap Termination
  Payments Shortfall

  
	
  Priority Swap Termination
  Payments

  
	
  Total Swap Termination
  Payments due to Swap Counterparty

  



 


CNH Equipment Trust 2007-C


 


$111,000,000 Class A-1
5.09750% Asset Backed Notes due December 15, 2008


 


$141,000,000 Class A-2
Floating Rate Asset Backed Notes due September 15, 2010


 


$82,000,000 Class A-3a 5.21%
Asset Backed Notes due December 15, 2011


 


$35,000,000 Class A-3b
Floating Rate Asset Backed Notes due December 15, 2011


 


$83,500,000 Class A-4a 5.42%
Asset Backed Notes due March 17, 2014


 


$35,000,000 Class A-4b
Floating Rate Asset Backed Notes due March 17, 2014


 


$12,500,000 Class B 6.19%
Asset Backed Notes due May 15, 2014


 


C-5

















 


$[                  ]
Asset Backed Certificate


 


	
  Actual Payment Date

  	
   

  	
  General

  	
   

  	
  Party Receiving

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Purpose of

  	
   

  	
  Fee or Expense

  	
   

  	
   

  	
   

  	
   

  
	
  Calculation of Distributable
  Amounts

  	
   

  	
  Fee or Expense

  	
   

  	
  Amount

  	
   

  	
   

  	
   

  	
   

  
	
  Backup Servicer Engaged?

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current Backup Servicing
  Fee Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Past Due Backup Servicing
  Fee

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Backup Servicing Fee
  Due

  	
   

  	
  Provide for backup servicer

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CNH or [backup servicer]?

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current Servicing Fee Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Past Due Servicing Fee

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Servicing Fee Due

  	
   

  	
  Provide for servicer as
  required

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Current Administration Fee
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Past Due Administration Fee

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Administration Fee
  Due

  	
   

  	
  Provide for trust
  administrator

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reimburseable Expenses of
  the Backup Servicer Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Past Due Reimburseable
  Expenses of the Backup Servicer

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Reimburseable
  Expenses of the Backup Servicer Due

  	
   

  	
  To cover expenses of backup
  servicer

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reimburseable Expenses of
  the Servicer Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Past Due Reimburseable
  Expenses of the Servicer

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Reimburseable
  Expenses of the Servicer Due

  	
   

  	
  To cover expenses of
  servicer

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Principal Balance of
  Notes (Beginning of Period)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1 notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3a notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3b notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4a notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4b notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
  Coupon/

  	
   

  	
  Swap Adj.

  	
   

  	
   

  
	
   

  	
   

  	
  Type

  	
   

  	
  Spread

  	
   

  	
  Coupon

  	
   

  	
  Daycount

  
	
  A-1 notes Current Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Current Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3a notes Current Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3b notes Current Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4a notes Current Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4b notes Current Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes Current
  Interest Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1 notes Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3a notes Past Due
  Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3b notes Past Due
  Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4a notes Past Due
  Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4b notes Past Due
  Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes Past Due
  Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1 notes Interest Due on
  Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Interest Due on
  Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-6

















 


	
  A-3a notes Interest Due on
  Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3b notes Interest Due on
  Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4a notes Interest Due on
  Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4b notes Interest Due on
  Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes Interest Due
  on Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1 notes Total Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Total Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3a notes Total Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3b notes Total Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4a notes Total Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4b notes Total Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes Total
  Interest Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 Net Swap Payment Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3b Net Swap Payment Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4b Net Swap Payment Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 Net Swap Payment Past
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3b Net Swap Payment Past
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4b Net Swap Payment Past
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 Interest on Swap
  Payment Past Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3b Interest on Swap
  Payment Past Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4b Interest on Swap
  Payment Past Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 Total Net Swap Payment
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3b Total Net Swap Payment
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4b Total Net Swap Payment
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 Net Swap Receipt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3b Net Swap Receipt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4b Net Swap Receipt

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1 notes Principal Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Principal Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3a notes Principal Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3b notes Principal Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4a notes Principal Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4b notes Principal Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes Principal Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total notes Interest Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Total notes Principal Due
  

  	
    

  	
    

  	
    

  	
   

  	
    

  	
    

  	
    

  
	
  Net Swap/Termination
  Payment Due  

  	
    

  	
    

  	
    

  	
   

  	
    

  	
    

  	
    

  
	
  Total notes Distributable
  Amount  

  	
    

  	
    

  	
    

  	
   

  	
    

  	
    

  	
    

  



 


C-7

















 


CNH Equipment Trust 2007-C


 


$111,000,000 Class A-1
5.09750% Asset Backed Notes due December 15, 2008


 


$141,000,000 Class A-2
Floating Rate Asset Backed Notes due September 15, 2010


 


$82,000,000 Class A-3a 5.21%
Asset Backed Notes due December 15, 2011


 


$35,000,000 Class A-3b
Floating Rate Asset Backed Notes due December 15, 2011


 


$83,500,000 Class A-4a 5.42%
Asset Backed Notes due March 17, 2014


 


$35,000,000 Class A-4b
Floating Rate Asset Backed Notes due March 17, 2014


 


$12,500,000 Class B 6.19%
Asset Backed Notes due May 15, 2014


 


$[                  ]
Asset Backed Certificate


 


	
  Actual Payment Date

  
	
   

  
	
  Cash
  Available for Distribution

  
	
  Total Collections +
  Reinvestment Income For The Period

  
	
   

  
	
  Beginning Negative Carry
  Account

  
	
  Deposits from Negative
  Carry Account to Distribution Account

  
	
   

  
	
  Beginning Spread Account
  Balance

  
	
  Additional Deposit to
  Spread Account from Pre-funding

  
	
  Deposits from Spread
  Account to Distribution Account

  
	
   

  
	
  Beginning Principal
  Supplement Account

  
	
  Deposits from Principal
  Supplement Account to Distribution Account

  
	
   

  
	
  Beginning Pre-Funding
  Account Balance

  
	
  Deposits from Pre-funding
  Account to Distribution Account

  
	
   

  
	
  Total Cash Available

  



 


	
   

  	
   

  	
  Available

  
	
  Cash Allocation (Cashflow
  Waterfall)

  	
   

  	
  Cash

  
	
  Backup Servicing Fee Paid 

  	
   

  	
   

  
	
  (Expressed
  as a dollar amount per $1,000 of original principal balance of a Note)

  	
   

  	
   

  
	
  Backup Servicing Fee
  Shortfall

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Servicing Fee Paid 

  	
   

  	
   

  
	
  (Expressed
  as a dollar amount per $1,000 of original principal balance of a Note)

  	
   

  	
   

  
	
  Servicing Fee Shortfall

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Administration Fee Paid 

  	
   

  	
   

  
	
  (Expressed
  as a dollar amount per $1,000 of original principal balance of a Note)

  	
   

  	
   

  
	
  Administration Fee
  Shortfall

  	
   

  	
   

  



 


C-8

















 


	
  Net Swap Payment Paid

  	
   

  	
   

  
	
  Net Swap Payment Shortfall

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Remaining Cash Available to
  Pay Note Interest & Swap Termination Payment

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Cash Available to Pay Note
  Interest

  	
   

  	
   

  
	
  Cash Available to Pay
  Termination Payment

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Class A-1 notes Interest
  Paid 

  	
   

  	
   

  
	
  (Expressed
  as a dollar amount per $1,000 of original principal balance of a Note)

  	
   

  	
   

  
	
  Class A-2 notes Interest
  Paid 

  	
   

  	
   

  
	
  (Expressed
  as a dollar amount per $1,000 of original principal balance of a Note)

  	
   

  	
   

  
	
  Class A-3a notes Interest
  Paid 

  	
   

  	
   

  
	
  (Expressed
  as a dollar amount per $1,000 of original principal balance of a Note)

  	
   

  	
   

  
	
  Class A-3b notes Interest
  Paid 

  	
   

  	
   

  
	
  (Expressed
  as a dollar amount per $1,000 of original principal balance of a Note)

  	
   

  	
   

  
	
  Class A-4a notes Interest
  Paid 

  	
   

  	
   

  
	
  (Expressed
  as a dollar amount per $1,000 of original principal balance of a Note)

  	
   

  	
   

  
	
  Class A-4b notes Interest
  Paid 

  	
   

  	
   

  
	
  (Expressed
  as a dollar amount per $1,000 of original principal balance of a Note)

  	
   

  	
   

  
	
  Class B notes Interest Paid
  

  	
   

  	
   

  
	
  (Expressed
  as a dollar amount per $1,000 of original principal balance of a Note)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Class A-1 notes Interest
  Shortfall

  	
   

  	
   

  
	
  Class A-2 notes Interest
  Shortfall

  	
   

  	
   

  
	
  Class A-3a notes Interest
  Shortfall

  	
   

  	
   

  
	
  Class A-3b notes Interest
  Shortfall

  	
   

  	
   

  
	
  Class A-4a notes Interest
  Shortfall

  	
   

  	
   

  
	
  Class A-4b notes Interest
  Shortfall

  	
   

  	
   

  
	
  Class B notes Interest
  Shortfall

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Swap Termination Payments
  Paid

  	
   

  	
   

  
	
  Swap Termination Payments
  Shortfall

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Class A-1 notes Principal
  Paid 

  	
   

  	
   

  
	
  (Expressed
  as a dollar amount per $1,000 of original principal balance of a Note)

  	
   

  	
   

  
	
  Class A-2 notes Principal
  Paid 

  	
   

  	
   

  
	
  (Expressed
  as a dollar amount per $1,000 of original principal balance of a Note)

  	
   

  	
   

  
	
  Class A-3a notes Principal
  Paid 

  	
   

  	
   

  
	
  (Expressed
  as a dollar amount per $1,000 of original principal balance of a Note)

  	
   

  	
   

  
	
  Class A-3b notes Principal
  Paid 

  	
   

  	
   

  
	
  (Expressed
  as a dollar amount per $1,000 of original principal balance of a Note)

  	
   

  	
   

  
	
  Class A-4a notes Principal
  Paid 

  	
   

  	
   

  
	
  (Expressed
  as a dollar amount per $1,000 of original principal balance of a Note)

  	
   

  	
   

  
	
  Class A-4b notes Principal
  Paid 

  	
   

  	
   

  
	
  (Expressed
  as a dollar amount per $1,000 of original principal balance of a Note)

  	
   

  	
   

  
	
  Class B notes Principal
  Paid 

  	
   

  	
   

  
	
  (Expressed
  as a dollar amount per $1,000 of original principal balance of a Note)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Deposits to Spread Account

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Total Principal Balance of
  Notes (End of Period)

  	
   

  	
   

  
	
  A-1 notes Ending Principal
  balance

  	
   

  	
   

  
	
  A-2 notes Ending Principal
  balance

  	
   

  	
   

  
	
  A-3a notes Ending Principal
  balance

  	
   

  	
   

  
	
  A-3b notes Ending Principal
  balance

  	
   

  	
   

  
	
  A-4a notes Ending Principal
  balance

  	
   

  	
   

  
	
  A-4b notes Ending Principal
  balance

  	
   

  	
   

  
	
  Class B notes Ending
  Principal balance

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Release to Seller as Excess

  	
   

  	
   

  



 


C-9

















 


CNH Equipment Trust 2007-C


 


$111,000,000 Class A-1
5.09750% Asset Backed Notes due December 15, 2008


 


$141,000,000 Class A-2
Floating Rate Asset Backed Notes due September 15, 2010


 


$82,000,000 Class A-3a 5.21%
Asset Backed Notes due December 15, 2011


 


$35,000,000 Class A-3b
Floating Rate Asset Backed Notes due December 15, 2011


 


$83,500,000 Class A-4a 5.42%
Asset Backed Notes due March 17, 2014


 


$35,000,000 Class A-4b Floating
Rate Asset Backed Notes due March 17, 2014


 


$12,500,000 Class B 6.19%
Asset Backed Notes due May 15, 2014


 


$[                  ]
Asset Backed Certificate


 


	
  Actual Payment Date  

  	
   

  	
    

  	
    

  	
    

  



 


	
  Summary and Factors

  	
   

  	
   

  	
   

  	
  Amount

  	
   

  	
  Factor

  	
   

  	
  Per/$1000

  
	
  Total Principal Balance of
  Notes (Beginning of Period)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1 notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3a notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3b notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4a notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4b notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Principal Balance of
  Notes (End of Period)

  	
   

  	
  WAL

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1 notes Ending Principal
  balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Ending Principal
  balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3a notes Ending Principal
  balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3b notes Ending Principal
  balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4a notes Ending Principal
  balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4b notes Ending Principal
  balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes Ending
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-1 notes Interest
  Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-2 notes Interest
  Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-3a notes Interest
  Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-3b notes Interest
  Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-4a notes Interest
  Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-4b notes Interest
  Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes Interest Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-1 notes Interest
  Shortfall

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-2 notes Interest
  Shortfall

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-3a notes Interest
  Shortfall

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-3b notes Interest
  Shortfall

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-4a notes Interest
  Shortfall

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-4b notes Interest
  Shortfall

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes Interest
  Shortfall

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-10

















 


	
  Class A-1 notes Principal
  Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-2 notes Principal
  Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-3a notes Principal
  Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-3b notes Principal
  Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-4a notes Principal
  Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class A-4b notes Principal
  Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes Principal
  Paid

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Negative
  Carry Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Negative Carry

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Negative Carry Days
  Remaining

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Required Negative Carry
  Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Beginning Negative Carry
  Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Negative Carry Account
  Withdrawals to Distribution Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Negative Carry Released to
  Seller

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ending Negative Carry
  Account Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread
  Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Required Spread Account
  Deposit (Add Loans)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread Account Test - 3
  Month Average Delinquency Ratio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread Account Test -
  Cumulative Net Loss Ratio

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread Account Test Met

  	
   

  	
  Original

  	
   

  	
  [      ],
  200[_]

  	
   

  	
  [        ],
  200[_]

  	
   

  	
  [        ],
  200[_]

  
	
  Required Spread Account
  Target

  	
   

  	
  [      ]%

  	
   

  	
  [      ]%

  	
   

  	
  [      ]%

  	
   

  	
  [      ]%

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Required
  Spread Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Beginning Spread Account
  Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional Deposit to
  Spread Account from Pre-funding

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread Account Withdrawals
  to Distribution Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread Account Deposits
  from Excess Cash

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread Account Released to
  Seller

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ending Spread Account
  Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Principal
  Supplement Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Required Principal
  Supplement Account Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Beginning Principal
  Supplement Account Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Additional Deposit to Principal
  Supplement Account from

  Pre-funding

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Principal Supplement
  Account Withdrawals to Distribution Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Principal Supplement
  Account Released to Seller

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ending Principal Supplement
  Account Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pre-funding
  Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Beginning Pre-funding
  Account Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  New Contract Value
  Purchased

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deposits to Spread Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deposits to Principal
  Supplement Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Release to Seller for
  Purchased Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Excess Release to
  Noteholders for Unpurchased Amount

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ending Pre-funding Account
  Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Original

  
	
  Purchases

  	
   

  	
  Units

  	
   

  	
  Cut-Off Date

  	
   

  	
  Closing Date

  	
   

  	
  Pool Balance

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Initial Purchase

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsequent Purchase #1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsequent Purchase #2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-11

















 


	
  Backup
  Servicer Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Backup Servicer Account
  Initial Deposit

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Backup Servicer Account
  Beginning Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Backup Servicer Account
  Expenses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Backup Servicer Account
  Investment Earnings

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Backup Servicer Account
  Investment Earnings - Released to Seller

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ending
  Backup Servicer Account Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Release to Seller

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  “The Administrator hereby
  directs the Indenture Trustee to pay on the Payment Date set forth above from
  the Certificate Distribution Account to the Certificateholders, on a pro rata
  basis, zero payment.”

  



 


	
  Spread
  Account Triggers

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Average
  Delinquency Ratio Test*

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payment Date

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [    ]-[    ]

  	
   

  	
   

  	
   

  	
   

  
	
  [    ]-[    ]

  	
   

  	
   

  	
   

  	
   

  
	
  [    ]-[    ]

  	
   

  	
   

  	
   

  	
   

  
	
  Second Prior Month
  Delinquency Ratio

  	
   

  	
   

  	
   

  	
   

  
	
  Prior Month Delinquency
  Ratio

  	
   

  	
   

  	
   

  	
   

  
	
  Current Month Delinquency
  Ratio

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3 Month
  Average Delinquency Ratio

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Test

  	
   

  	
  Variance

  	
   

  	
  Trigger

  
	
  Current Distribution Date

  	
   

  	
   

  	
   

  	
   

  
	
  (1) Is current distribution
  month [      ], 200[_] or
  [      ], 200[_], or
  [      ], 200[_]?

  	
   

  	
   

  	
   

  	
   

  
	
  (2) Is the 3 Month Average
  Delinquency Ratio < Specified Percentage for specified month?

  	
   

  	
   

  	
   

  	
   

  
	
  If both (1) and (2) are
  “YES” then see Cumulative Net Loss Ratio

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cumulative
  Net Loss Ratio Test**

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Payment Date

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [      ]-[    ]

  	
   

  	
   

  	
   

  	
   

  
	
  [      ]-[    ]

  	
   

  	
   

  	
   

  	
   

  
	
  [      ]-[    ]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cumulative
  Net Loss Ratio

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Test

  	
   

  	
  Variance

  	
   

  	
  Trigger

  
	
  (1) Is current distribution
  month [        ], 200[_] or
  [        ], 200[_], or
  [        ], 200[_]?

  	
   

  	
   

  	
   

  	
   

  
	
  (2) Is the Cumulative Net
  Loss Ratio < Specified Percentage for specified month?

  	
   

  	
   

  	
   

  	
   

  
	
  If both (1) and (2) are
  “YES” then see next test below

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  If the 3 Month Average
  Delinquency and Cumulative Net Loss Ratio tests are met, then spread account
  reduces to [    ]% at
  [        ] 200[_] and/or
  [    ]% at
  [        ] 200[_] and/or
  [    ]% at
  [        ] 200[_]

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Were
  the 3 Month Average Delinquency and Cumulative Net Loss Ratio tests met on
  such Payment Date?

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Specified
  Spread Account Balances on such Payment Date

  	
   

  	
   

  	
   

  	
   

  



 


C-12

















 


	
  DEFINITIONS:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Average
  Delinquency Ratio Test*

  	
   

  	
   

  	
   

  	
   

  
	
  On any payment date will be
  the average of the Delinquency Ratios for the preceding three calendar
  months.  The Delinquency
  Ratio for any calendar month means the ratio, expressed as a percentage, of
  (a) the sum, for all of the receivables, of all scheduled payments that are
  60 days or more past due (other than Purchased Receivables and liquidated
  receivables) as of the end of such month, determined in accordance with the
  servicer’s then-current practices, to (b) the Pool Balance as of the last day
  of such month.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cumulative
  Net Loss Ratio Test**

  	
   

  	
   

  	
   

  	
   

  
	
  The Cumulative Net Loss
  Ratio on any payment date will be the ratio, expressed as a percentage, of
  (a) the aggregate Realized Losses on the receivables since their cutoff date
  through the last day of the related calendar month, to (b) the sum of (i) the
  Pool Balance as of the initial cutoff date and (ii) the sum of the Contract
  Values of all receivables purchased with amounts on deposit in the
  pre-funding account, each as of the related cutoff date for the related
  receivable.

  	
   

  	
   

  	
   

  	
   

  



 


	
  POOL
  STATISTICS

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Collateral
  Composition

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number
  of Loans at Beginning of Period

  	
   

  	
   

  	
   

  	
   

  
	
  Number
  of Loans at End of Period

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Weighted
  Average Coupon on Receivables

  	
   

  	
   

  	
   

  	
   

  
	
  Weighted
  Average Original Term on Receivables

  	
   

  	
   

  	
   

  	
   

  
	
  Weighted
  Average Remaining Term on Receivables

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pool
  Factor

  	
   

  	
   

  	
   

  	
   

  
	
  A-1
  Note Pool Factor

  	
   

  	
   

  	
   

  	
   

  
	
  A-2
  Note Pool Factor

  	
   

  	
   

  	
   

  	
   

  
	
  A-3a
  Note Pool Factor

  	
   

  	
   

  	
   

  	
   

  
	
  A-3b
  Note Pool Factor

  	
   

  	
   

  	
   

  	
   

  
	
  A-4a
  Note Pool Factor

  	
   

  	
   

  	
   

  	
   

  
	
  A-4b
  Note Pool Factor

  	
   

  	
   

  	
   

  	
   

  
	
  Class
  B Note Pool Factor

  	
   

  	
   

  	
   

  	
   

  
	
  Prepayment
  Amount - Monthly

  	
   

  	
   

  	
   

  	
   

  
	
  Prepayment
  Amount - Life-to-Date

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Collateral
  Performance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Contractual Delinquency:
  (Excluding Liquidated and Purchased Contracts)

  	
   

  	
  Count

  	
   

  	
  %

  	
   

  	
  Amount

  	
   

  	
  %

  
	
  <
  31 Days delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31-60
  Days delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  61-90
  Days delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  91-120
  Days delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  121-150
  Days delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  151-180
  Days delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  181
  + Days delinquent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
   (Delinquency data is for total contract
  balance past due)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-13

















 


	
  Scheduled Amounts 30 - 59
  days past due

  	
   

  	
   

  	
   

  	
   

  
	
  Scheduled Amounts 60 days
  or more past due

  	
   

  	
   

  	
   

  	
   

  



 


	
  Losses on Liquidated
  Receivables

  	
   

  	
  Month $

  	
   

  	
  Month #

  	
   

  	
  LTD $

  	
   

  	
  LTD #

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Gross
  Losses (1)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Recoveries
  (2)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Losses (Gross Losses less Recoveries)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Loss as % of the Average Portfolio Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Loss as a % of the Initial Deal Size

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Average
  Net Loss on all assets that have experienced a net loss

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Realized Losses

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Net
  Losses on Liquidated Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Write
  Down Amount on 180 Day Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monthly
  Realized Losses (Total)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cumulative
  Net Losses on Liquidated Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cumulative
  Write Down Amount on 180 Day Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cumulative
  Realized Losses (Total)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Repossession Inventory and 180-Day Receivables

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Repossessed
  Equipment not Sold or Reassigned (Beginning)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Repossessed
  Equipment not Sold or Reassigned (End)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Balance
  of 180 Day Receivables (Beg of month)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Balance
  of 180 Day Receivables (End of month)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







	
  (1)
  The realizable estimated loss at the time of repossession or full charge-off
  if written off without a repossession

  	
   

  	
   

  	
   

  	
   

  
	
  (2)
  Recovery of any estimated loss amount after the sale of repossessed equipment
  or from the  defaulted
  obligor.

  	
   

  	
   

  	
   

  	
   

  
	
  (3)
  Sum of the monthly loss number of accounts will not equal the life-to-date
  number of accounts due to loss activity on the same account in multiple
  months. Duplicate accounts in multiple months have been removed.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  STATEMENTS TO NOTEHOLDERS

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1  Has there been a material change in
  practices with respect to charge offs, collection and management of
  delinquent Receivables, and the effect of any grace period, re-aging,
  re-structuring, partial payments or other practices on delinquency and loss
  experience?

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2  Have there been any material modifications,
  extensions or waivers to Receivables terms, fees, penalties or payments
  during the Collection Period?

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3  Have there been any material breaches of
  representations, warranties or covenants contained in the Receivables?

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4  Has there been an issuance of notes or other
  securities backed by the Receivables?

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5  Has there been a material change in the
  underwriting, origination or acquisition of Receivables?

  	
   

  	
   

  	
   

  	
   

  



 


C-14
















 


EXHIBIT D

to Sale and Servicing
Agreement


 


FORM OF ASSIGNMENT


 


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


 


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


 


D-1

















 


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


 


	
   

  	
  CNH CAPITAL RECEIVABLES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


D-2

















 


SCHEDULE A

to Assignment


 


SCHEDULE OF INITIAL
RECEIVABLES

[ON FILE WITH THE INDENTURE TRUSTEE AND INCORPORATED BY

REFERENCE HEREIN]


 


D-3

















 


EXHIBIT E

to Sale and Servicing Agreement


 


FORM OF SUBSEQUENT
TRANSFER ASSIGNMENT


 


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


 


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


 


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


 


	
   

  	
  CNH CAPITAL RECEIVABLES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


E-1

















 


SCHEDULE A

to Subsequent Transfer Assignment


 


SCHEDULE OF SUBSEQUENT
RECEIVABLES

[ON FILE WITH THE INDENTURE TRUSTEE AND INCORPORATED BY

REFERENCE HEREIN.]


 


E-2

















 


ANNEX A

to Subsequent Transfer Assignment


 


OFFICER’S CERTIFICATE


 


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


 


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


 


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


 


	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


E-3

















 


EXHIBIT F

to Sale and Servicing Agreement


 


FORM OF ACCOUNTANTS’ LETTER IN CONNECTION

WITH THE SUBSEQUENT TRANSFER ASSIGNMENT PURSUANT TO

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


 


[Letterhead of
Ernst & Young]


 


                        ,
200[  ]

CNH Capital Receivables LLC

6900 Veterans Boulevard

Burr Ridge, Illinois  60527


 


CNH
Equipment Trust 2007-C

c/o The Bank of New York

101 Barclay Street, Floor 8W

New York, New York  10286


 


Wilmington
Trust Company

Rodney Square North,

1100 North Market Street,

Wilmington, Delaware 19890,

Attention: Corporate Trust Administration


 


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

2 North LaSalle Street

Suite 1020

Chicago, Illinois 60602




	
  Telephone:

  	
   

  	
  (312) 827-8500

  
	
  Facsimile:

  	
   

  	
  (312) 827-8562

  
	
  Attention:

  	
   

  	
  Structured Finance-ABS

  



 


Dear
Ladies and Gentlemen:


 


This letter is issued at the
request of CNH Capital Receivables LLC (the “Seller”)
with respect to the sale of certain retail receivables (the “Subsequent Receivables”) to the CNH
Equipment Trust 2007-C (the “Trust”)
pursuant to the Sale and Servicing Agreement dated as of November 1, 2007
(the “Sale and Servicing Agreement”)
among the Trust, the Seller and New Holland Credit Company, LLC (the “Servicer”). The sale of the Subsequent
Receivables is described in [(a)] the prospectus dated December 4, 2007
and the prospectus supplement dated December 6, 2007 (together, the “Prospectus”), which relates to the
offering by the Trust of 5.09750% Class A-1 Asset Backed Notes, Floating
Rate Class A-2 Asset Backed Notes, 5.21% Class A-3a Asset Backed
Notes, Floating Rate Class A-3b Asset Backed Notes, 5.42% Class A-4a
Asset Backed Notes, Floating Rate Class A-4b Asset Backed Notes
(collectively, the “Class A  Notes”) [and (b) the Private
Placement Memorandum dated [   ], which
relates to the offer and sale of the Class B Notes]. Capitalized terms
used herein and not otherwise defined have the meaning described in


 


F-1

















 


the Prospectus[, the Private
Placement Memorandum] or the Sale and Servicing Agreement, as applicable. In
connection therewith, we performed or have previously performed certain agreed
upon procedures as specified in the items below:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


D-2

















 


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


 


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


 


This letter is solely for the information of the
addressees and is not to be used, circulated, quoted or otherwise referred to
for any other purpose including, but not limited to, the purchase or sale of
Notes, nor is it to be referred to in any document (other than the Basic
Documents, the Preliminary Prospectus [and] the Prospectus[, the Preliminary
Private Placement Memorandum and the Private Placement Memorandum]). Furthermore,
we undertake no responsibility to update this letter for events and
circumstances occurring after the date of this letter.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  ERNST & YOUNG

  



 


D-3

















 


SCHEDULE A

to Accountant’s Letter


 


	
   

  	
   

  	
  Selection
  Criteria

  	
   

  	
  Results

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

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

  	
   

  	
   

  



 


F-4

















 


SCHEDULE B

to Accountant’s Letter


 


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


 


	
   

  	
   

  	
  Aggregate

  Contract Value

   of Construction

  Equipment

  	
   

  	
  Total Aggregate

  Contract Value

  	
   

  	
  Construction

  Equipment

  Percent of Total

  	
   

  
	
  Initial 

  Receivables

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  
	
  Subsequent
  Receivables

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  
	
  Total Receivables

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  



 


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


 


	
   

  	
   

  	
  Total Aggregate

  Contract Value

  	
   

  	
  Weighted

  Average Original

  Term

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Initial Receivables

  	
   

  	
  $

  	
   

  	
   

  	
  months

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsequent Receivables

  	
   

  	
  $

  	
   

  	
   

  	
  months

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Receivables

  	
   

  	
  $

  	
   

  	
   

  	
  months

  	
   

  



 


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


 


F-5

















 


EXHIBIT G

to Sale and Servicing
Agreement


 


FORM OF INITIAL INTEREST RATE SWAP
AGREEMENTS

[To be attached]


 


G-1
















 


EXHIBIT H


 


Minimum Servicing Criteria to be Addressed in

Assessment of Compliance Statement


 


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


 


	
  Reg AB Reference

  	
   

  	
  Servicing Criteria

  	
   

  	
  Applicable Servicing Criteria

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  General
  Servicing Considerations

  
	
   

  
	
  1122(d)(1)(i)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(1)(ii)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(1)(iii)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(1)(iv)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash
  Collection and Administration

  
	
   

  
	
  1122(d)(2)(i)

  	
   

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

  	
   

  	
  X

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(2)(ii)

  	
   

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

  	
   

  	
  X

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(2)(iii)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(2)(iv)

  	
   

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

  	
   

  	
  X

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(2)(v)

  	
   

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

  	
   

  	
  X

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(2)(vi)

  	
   

  	
  Unissued
  checks are safeguarded so as to prevent unauthorized access.

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(2)(vii)

  	
   

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

  	
   

  	
  N/A

  



 


H-1

















 


	
  Reg AB Reference

  	
   

  	
  Servicing Criteria

  	
   

  	
  Applicable Servicing Criteria

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Investor
  Remittances and Reporting

  
	
   

  
	
  1122(d)(3)(i)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(3)(ii)

  	
   

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

  	
   

  	
  X (solely with respect to remittances)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(3)(iii)

  	
   

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

  	
   

  	
  X

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(3)(iv)

  	
   

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

  	
   

  	
  X

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Pool
  Asset Administration

  
	
   

  
	
  1122(d)(4)(i)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(4)(ii)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(4)(iii)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(4)(iv)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(4)(v)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(4)(vi)

  	
   

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

  	
   

  	
  N/A

  



 


H-2

















 


	
  Reg AB Reference

  	
   

  	
  Servicing Criteria

  	
   

  	
  Applicable Servicing Criteria

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(4)(vii)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(4)(viii)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(4)(ix)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(4)(x)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(4)(xi)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(4)(xii)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(4)(xiii)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(4)(xiv)

  	
   

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

  	
   

  	
  N/A

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1122(d)(4)(xv)

  	
   

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

  	
   

  	
  N/A

  



 


H-3

















 


EXHIBIT I


 


FORM OF INDENTURE TRUSTEE’S ANNUAL
CERTIFICATION


 


Re:                             CNH Equipment Trust 2007-C


 


The Bank of New York Trust Company, N.A., not in its
individual capacity but solely as indenture trustee (the “Indenture Trustee”),
certifies to CNH Capital Receivables LLC (the “Seller”), and its
officers, with the knowledge and intent that they will rely upon this
certification, that:


 


(1)                                  It has reviewed the report on assessment of the
Indenture Trustee’s compliance provided in accordance with Rules 13a-18
and 15d-18 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”),
and the registered public accounting firm’s attestation report provided in
accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of
Regulation AB (the “Attestation Report”) that were delivered by the
Indenture Trustee to the Seller pursuant to the Sale and Servicing Agreement
(the “Agreement”), dated as of November 1, 2007, by and between New
Holland Credit Company, LLC, the Seller and CNH Equipment Trust 2007-C
(collectively, the “Indenture Trustee Information”);


 


(2)                                  To the best of its knowledge, the Indenture
Trustee Information, taken as a whole, does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in the light of the circumstances under which such statements
were made, not misleading with respect to the period of time covered by the
Indenture Trustee Information; and


 


(3)                                  To the best of its knowledge, all of the
Indenture Trustee Information required to be provided by the Indenture Trustee
under the Agreement has been provided to the Seller.


 


 


THE
BANK OF NEW YORK TRUST COMPANY, N.A., 

not in its individual capacity but solely as Indenture Trustee


 


Date:


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


I-1

















 


EXHIBIT J


 


CERTIFICATION OF THE BANK OF NEW YORK TRUST
COMPANY, N.A.


 


J-1

















 


Schedule P


 


1.                                       General. The Sale and Servicing Agreement creates, or with respect to the
Receivables that are Subsequent Receivables upon the transfer of such
Subsequent Receivables pursuant to the Subsequent Transfer Assignment will
create, a valid and continuing security interest (as defined in the applicable
UCC) in all of CNHCR’s right, title and interest in, to and under (i) the
Receivables, (ii) the Financed Equipment granted by Obligors pursuant to
the Receivables and (iii) the Liquidity Receivables Purchase Agreement
(only with respect to Owned Contracts included in the Receivables) in favor of
the Issuing Entity, which, (a) is enforceable upon execution of the Sale
and Servicing Agreement against creditors of and purchasers from CNHCR, as such
enforceability may be limited by applicable Debtor Relief Laws, now or
hereafter in effect, and by general principles of equity (whether considered in
a suit at law or in equity), and (b) upon filing of the financing
statements described in clause 4  below will be prior to all other Liens (other
than Liens permitted pursuant to clause 5  below).


 


2.                                       Characterization. The Receivables constitute “tangible chattel
paper” within the meaning of UCC Section 9-102. The rights granted under
the agreements described in clause 1 (ii) 
and (iii) constitute “general
intangibles” within the meaning of UCC Section 9-102. CNHCR has taken all
steps necessary to perfect its security interest in the property securing the
Receivables within 10 days of the Closing Date.


 


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


 


4.                                       Perfection. CNHCR has caused or will have caused, within ten days of the Closing
Date, the filing of all appropriate financing statements in the proper filing
office in the appropriate jurisdictions under applicable law in order to
perfect the security interest granted to the Issuing Entity under the Sale and
Servicing Agreement in the Receivables. With respect to the Receivables that
constitute tangible chattel paper, the Servicer or a Subservicer, as custodian,
received possession of such original tangible chattel paper and the Issuing
Entity has received a written acknowledgment (which is contained in the Sale
and Servicing Agreement) from such custodian that it is acting solely as agent
of the Issuing Entity and the Indenture Trustee. All financing statements filed
under this clause 4 contain a
statement that “A purchase of or security interest in any collateral described
in this financing statement will violate the rights of the Secured Party”.


 


5.                                       Priority. Other than the security interests granted to the Issuing Entity
pursuant to the Sale and Servicing Agreement and the security interests granted
under documents relating to the Liquidity Receivables Purchase Agreement, which
have been released, and any other security interest which has been released or
terminated, CNHCR has not pledged, assigned, sold, granted a security interest
in, or otherwise conveyed any of the Receivables. CNHCR has not authorized the
filing of and is not aware of any financing statements against CNHCR that
include a description of collateral covering the Receivables other than any
financing statement (i) relating to the security interests granted to the
Issuing Entity under the Sale and Servicing Agreement and the security
interests granted in connection with the documents relating to the Liquidity


 


P-1

















 


Receivables
Purchase Agreement and the Prior Securitization, each of which have been
released, (ii) that has been terminated or has released the Receivables
from such security interest, or (iii) that has been granted pursuant to
the terms of the Basic Documents. None of the tangible chattel paper that
constitutes or evidences the Receivables has any marks or notations indicating
that they have pledged, assigned or otherwise conveyed to any Person other than
the Indenture Trustee. CNHCR is not aware of any judgment, ERISA or tax lien
filings against it.


 


6.                                       Survival of Perfection Representations. Notwithstanding any other provision of the
Sale and Servicing Agreement or any other Basic Document, the Perfection
Representations contained in this Schedule P shall be continuing, and
remain in full force and effect (other than with respect to Reacquired
Receivables).


 


7.                                       No Waiver. The parties to the Sale and Servicing Agreement: (i) shall not,
without obtaining a confirmation of the then-current rating of the Notes, waive
a material breach of any of the representations and warranties in this Schedule P
(the “Perfection Representations”); (ii) shall provide the Ratings
Agencies with prompt written notice of any material breach of the Perfection
Representations, and shall not, without obtaining a confirmation of the
then-current rating of the Notes (as determined after any adjustment or
withdrawal of the ratings following notice of such breach) waive a material
breach of any of the Perfection Representations.


 


8.                                       Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to
evidence the interests of CNHCR and Issuing Entity under this Agreement,
Servicer shall take such action, or execute and deliver such instruments as may be
necessary or advisable (including, without limitation, such actions as are
requested by Issuing Entity) to maintain and perfect, as a first priority
interest, Issuing Entity’s security interest in the Receivables. Servicer
shall, from time to time and within the time limits established by law, prepare
and present to Issuing Entity for Issuing Entity to authorize the Servicer to
file all financing statements, amendments, continuations, financing statements
in lieu of a continuation statement, terminations, partial terminations,
releases or partial releases, or any other filings necessary or advisable to
continue, maintain and perfect the Issuing Entity’s security interest in the
Receivables as a first-priority interest (each a “Filing”). Issuing Entity
shall promptly authorize in writing Servicer to, and Servicer shall, effect
such Filing under the Uniform Commercial Code without the signature of
CNHCR or Issuing Entity where allowed by applicable law.


 


P-2