Exhibit
4.4


Execution Version


 














CNH EQUIPMENT TRUST 2007-C

PURCHASE AGREEMENT



between



CNH CAPITAL AMERICA LLC



and



CNH CAPITAL RECEIVABLES LLC









Dated as of November 1, 2007












 


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I CERTAIN DEFINITIONS

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
  Definitions

  	
  4

  
	
  Section 1.2.

  	
  Other Definitional Provisions

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE II CONVEYANCE OF RECEIVABLES

  	
  8

  
	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
  Conveyance of Purchased Contracts

  	
  8

  
	
  Section 2.2.

  	
  Conveyance of Subsequent CNHCA Receivables

  	
  10

  
	
  Section 2.3.

  	
  Intention of the Parties

  	
  13

  
	
  Section 2.4.

  	
  The Closing

  	
  16

  
	
  Section 2.5.

  	
  Payment of the Purchase Price.

  	
  16

  
	
  Section 2.6.

  	
  Cross-Collateralization

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE III REPRESENTATIONS AND WARRANTIES

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
  Representations and Warranties of CNHCR

  	
  20

  
	
  Section 3.2.

  	
  Representations and Warranties of CNHCA

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV CONDITIONS

  	
  48

  
	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
  Conditions to Obligation of CNHCR.

  	
  48

  
	
  Section 4.2.

  	
  Conditions to Obligation of CNHCA

  	
  57

  
	
   

  	
   

  	
   

  
	
  ARTICLE V COVENANTS OF CNHCA

  	
  59

  
	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
  Protection of Right, Title and Interest.

  	
  59

  
	
  Section 5.2.

  	
  Other Liens or Interests

  	
  62

  
	
  Section 5.3.

  	
  Jurisdiction of Organization

  	
  63

  
	
  Section 5.4.

  	
  Costs and Expenses

  	
  63

  
	
  Section 5.5.

  	
  Indemnification

  	
  64

  
	
  Section 5.6.

  	
  Transfer of Subsequent CNHCA Receivables

  	
  65

  
	
  Section 5.7.

  	
  Cross-Collateralization

  	
  66

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI MISCELLANEOUS PROVISIONS

  	
  67

  
	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
  Obligations of CNHCA

  	
  67

  
	
  Section 6.2.

  	
  Repurchase Events

  	
  67

  
	
  Section 6.3.

  	
  CNHCR Assignment of Repurchased Receivables

  	
  69

  
	
  Section 6.4.

  	
  Trust

  	
  69

  
	
  Section 6.5.

  	
  Amendment

  	
  70

  
	
  Section 6.6.

  	
  Accountants’ Letters

  	
  75

  
	
  Section 6.7.

  	
  Waivers

  	
  76

  
	
  Section 6.8.

  	
  Notices

  	
  77

  
	
  Section 6.9.

  	
  Costs and Expenses

  	
  78

  
	
  Section 6.10.

  	
  Representations of CNHCA and CNHCR

  	
  79

  
	
  Section 6.11.

  	
  Confidential Information

  	
  79

  
	
  Section 6.12.

  	
  Headings and Cross-References

  	
  80

  
	
  Section 6.13.

  	
  Governing Law

  	
  80

  
	
  Section 6.14.

  	
  Counterparts

  	
  81

  
				



 


 


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  Section 6.15.

  	
  Severability

  	
  81

  
	
  Section 6.16.

  	
  Information Requests

  	
  82

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of CNHCA Assignment

  	
   

  
	
  EXHIBIT B

  	
  Form of CNHCA Subsequent Transfer Assignment

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE P

  	
  Perfection Representation and Warranties

  	
   

  



 


ii

















 


PURCHASE AGREEMENT (as
amended or supplemented from time to time, this “Agreement”) dated as of November 1,
2007, between CNH CAPITAL AMERICA LLC, a Delaware limited liability company (“CNHCA”),
and CNH CAPITAL RECEIVABLES LLC, a Delaware limited liability company (“CNHCR”).


 


RECITALS


 


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


 


WHEREAS, CNHCA and
CNHCR wish to set forth the terms pursuant to which:  (1) Contracts having an aggregate
Contract Value of approximately $12,450,670.56 and identified on
Schedule A to the CNHCA Assignment (the “Purchased Contracts”) as of the
Initial Cutoff Date are to be sold by CNHCA to CNHCR on the date hereof and (2) certain
Subsequent CNHCA Receivables are to be sold by CNHCA to CNHCR from time to time
on each Subsequent Transfer Date; and


 


WHEREAS, CNHCR, as of
the Initial Cutoff Date, owned Contracts previously purchased from CNHCA
pursuant to an Amended and Restated Receivables Purchase Agreement dated as of December 15,
2000 (as amended from time to time, the “Liquidity Receivables Purchase
Agreement”) between CNHCA and CNHCR, having an aggregate Contract Value of
approximately $487,549,328.45 and identified on Schedule A to the
Assignment (the “Owned Contracts”, and together with the Purchased Contracts,
the “Initial Receivables”); and


 


WHEREAS, the Initial
Receivables and the Subsequent CNHCA Receivables will be transferred by CNHCR,
pursuant to the Sale and Servicing Agreement, to CNH Equipment Trust 2007-C
(the “Trust”), which Trust will issue Certificates representing non-assessable,
fully paid, undivided beneficial interests in, and Notes collateralized by, the
Receivables and the other property of the Trust; and


 


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


 


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


 


ARTICLE I



CERTAIN DEFINITIONS


 


Section 1.1                       Definitions. 
Capitalized
terms used herein and not otherwise defined herein are defined in
Appendix A to the Indenture dated as of the date hereof between CNH
Equipment Trust 2007-C and The Bank of New York Trust Company, N.A., as
Indenture Trustee.


 





















 


 


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


 


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


 


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


 


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


 


(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


 


Section 2.1.                      Conveyance of Purchased Contracts. 
In
consideration of CNHCR’s payment of $12,450,670.56 (the “Initial Purchase Price”)
in the manner set out in Section 2.5(a), CNHCA does hereby sell, transfer,
assign, set over and otherwise convey to CNHCR, without recourse (subject to
the obligations herein), all of its right, title, interest in, to and under
(collectively, the “Initial CNHCA Assets”):


 


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


 


2

















 


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


 


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


 


(iv)          any proceeds from recourse to Dealers
with respect to the Purchased Contracts and the Owned Contracts;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


3

















 


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


 


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


 


Section 2.3.                      Intention of the Parties. 
The
parties to this Agreement intend that the transactions contemplated hereby
shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHCA of
the Purchased Contracts and the Subsequent CNHCA Receivables and not as a
lending transaction, such that in the event of a filing of a petition for
relief by or against CNHCA under the Bankruptcy Code, (i) such Purchased
Contracts and Subsequent CNHCA Receivables would not be property of CNHCA’s
bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the
bankruptcy court would not compel the turnover of such Purchased Contracts and
Subsequent CNHCA Receivables or collections thereon by CNHCR to CNHCA under Section 542
of the Bankruptcy Code, and (iii) the bankruptcy court would determine
that payments on such Purchased Contracts and Subsequent CNHCA Receivables not
in the possession of CNHCA would not be subject to the automatic stay
provisions of Section 362(a) of the Bankruptcy Code imposed upon the
commencement of CNHCA’s bankruptcy case. 
The foregoing sale, assignment, transfer and conveyance does not
constitute, and is not intended to result in a creation or assumption by CNHCR
of, any obligation or liability with respect to any Purchased Contract or any
Subsequent CNHCA Receivables, nor shall CNHCR be obligated to perform or
otherwise be responsible for any obligation of CNHCA or any other Person in
connection with the Purchased Contracts or the Subsequent CNHCA Receivables or
under any agreement or instrument relating thereto, including any contract or
any other obligation to any Obligor.  If
(but only to the extent that) the transfer of the Assets hereunder is
characterized by a court or other governmental authority as a loan rather than
a sale, CNHCA shall be deemed hereunder to have granted to CNHCR a security
interest in all of CNHCA’s right, title and interest in and to the Assets.  Such security interest shall secure all of
CNHCA’s obligations (monetary or otherwise) under this Agreement and the other
Basic Documents to which it is a party, whether now or hereafter existing or
arising, due or to become due, direct or indirect, absolute or contingent.  CNHCR shall have, with respect to the
property described in Section 2.1 and Section 2.2, and in addition to
all the other rights and remedies available to CNHCR under this Agreement and
applicable law, all the rights and remedies of a secured party under any
applicable UCC, and this Agreement shall constitute a security agreement under
applicable law.


 


Section 2.4.                      The Closing.  The sale and purchase of the Purchased
Contracts shall take place at a closing at the offices of Greenberg Traurig,
LLP, 77 West Wacker Drive, Chicago, Illinois 
60601 on the Closing Date, simultaneously with the closings under:  (a) the Sale and Servicing Agreement, (b) the
Trust Agreement, (c) the Administration Agreement and (d) the
Indenture.


 


Section 2.5.                     Payment of the Purchase Price.


 


(a)           Purchased
Contracts.  The Initial
Purchase Price is payable through the transfer of the Class B Notes to the
Originator on the Closing Date.  On the
Closing Date, the Originator shall reduce the outstanding balance of the
subordinated note, dated as of December 15, 2000, payable by CNHCR to
CNHCA and executed in connection with the Liquidity 


 


4

















 


Receivables Purchase
Agreement, by $49,329.44 (the amount by which the value of the Class B
Notes exceeds the Initial Purchase Price).


 


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


 


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


 


ARTICLE III



REPRESENTATIONS AND WARRANTIES


 


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


 


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


 


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


 


5

















 


the business or condition
(financial or otherwise) of CNHCR or (iv) the validity or enforceability
of any Receivable.


 


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


 


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


 


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


 


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


 


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


 


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


 


(ii)           Due
Qualification.  CNHCA is duly
qualified to do business as a foreign limited liability company in good
standing, and has obtained all necessary licenses and approvals, in all
jurisdictions in which the ownership or lease of property or the conduct of its



 


6

















 


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


 


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


 


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


 


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


 


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


 


(b)           CNHCA makes the following
representations and warranties as to the Receivables on which CNHCR relies in
accepting the Initial Receivables and the Subsequent CNHCA Receivables and in
transferring the Receivables to the Trust. 
Such representations and 


 


7

















 


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 CNHCA
Receivables, but shall survive the sale, transfer and assignment of the
Receivables to CNHCR and the subsequent assignment and transfer of such
Receivables to the Trust pursuant to the Sale and Servicing Agreement and the
Grant to the Indenture Trustee pursuant to the Indenture:


 


(i)            Characteristics
of Receivables.  Each
Receivable is a Retail Installment Contract and:  (A) (1) (i) was originated in
the United States of America by a Dealer in connection with the retail sale of
Financed Equipment in the ordinary course of such Dealer’s business, and (ii) was
purchased by CNHCA from a Dealer and validly assigned by such Dealer to CNHCA
in accordance with its terms, except that some of the Receivables were
purchased by NH Credit from Dealers (after being originated as provided above),
securitized in a previous CNH Equipment Trust and purchased by CNHCA through
the exercise of a clean-up call relating to that previous securitization, (2) was
originated in the United States of America by CNHCA in connection with the
financing or refinancing, as applicable, of Financed Equipment in the ordinary
course of CNHCA’s business or (3) (i) was originated in the United
States of America in connection with the financing of Financed Equipment in the
ordinary course of a Dealer’s business, through a program in which CIT Bank
funds installment loans to consumers to enable the consumers to purchase products
distributed by such Dealer, and (ii) was purchased by CNHCA from CIT Bank
and validly assigned by CIT Bank to CNH in accordance with its terms, and in
the case of the foregoing clauses (1), (2) and (3), was fully and properly
executed by the parties thereto, (B) has created a valid, subsisting and
enforceable first priority security interest in the Financed Equipment in favor
of CNHCA except to the extent that such security interest has been assigned by
CNHCA to CNHCR, by CNHCR to the Issuing Entity and by the Issuing Entity to the
Indenture Trustee, (C) contains customary and enforceable provisions such
that the rights and remedies of the holder thereof are adequate for realization
against the collateral of the benefits of the security, and (D) provides
for fixed payments on a periodic basis that fully amortize the Amount Financed
by maturity and yield interest at the Annual Percentage Rate.


 


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


 


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


 


8

















 


Regulations B and Z, the
Wisconsin Consumer Act and state adaptations of the National Consumer Act and
of the Uniform Consumer Credit Code, and other consumer credit laws and equal
credit opportunity and disclosure laws, in each case, to the extent applicable.


 


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


 


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


 


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


 


(vii)         Receivables
in Force.  No Receivable has
been satisfied, subordinated or rescinded, nor has any Financed Equipment been
released from the Lien granted by the related Receivable in whole or in part
(other than with respect to equipment released from a Lien in accordance with
the Servicing Procedures and replaced with Substitute Equipment).


 


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


 


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


 


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


 


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


 


(xii)          Title.  It is the intention of CNHCA that the
transfers and assignments contemplated herein and in the Liquidity Receivables
Purchase Agreement


 


9
















constitute a sale of the
Receivables from CNHCA to CNHCR and that the beneficial interest in and title
to the Receivables not be part of the debtor’s estate in the event of the
filing of a bankruptcy petition by or against CNHCA under any bankruptcy or similar
law.  Immediately prior to the transfers
and assignments contemplated herein and in the Liquidity Receivables Purchase
Agreement, CNHCA had good title to each Receivable, free and clear of all Liens
and, immediately upon the transfer thereof, CNHCR shall have good title to each
Receivable, free and clear of all Liens; and the transfer and assignment of the
Receivables to CNHCR has been, or within the timeframe required by Section 3.2(b)(xiv)
of this Agreement will be, perfected under the UCC.


 


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


 


(xiv)        All
Filings Made.  All filings
(including UCC filings) necessary in any jurisdiction to give CNHCR a first
priority perfected ownership interest in the Receivables will be made on or
prior to, or within 10 days after, the Closing Date.


 


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


 


(xvi)        Maturity
of Receivables.  Each
Receivable has a remaining term to maturity of not more than 72 months, in the
case of the Initial Receivables, and 72 months, in the case of the
Subsequent CNHCA Receivables; the weighted average remaining term of the
Initial Receivables is approximately 49.44 months as of the Initial Cutoff
Date; the weighted average original term of the Receivables, including as of
each Subsequent Transfer Date all Subsequent CNHCA Receivables previously
transferred to CNHCR, will not be greater than 55 months.


 


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


 


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


 


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


 


(xx)          Financing.  Initial Receivables having an aggregate Statistical
Contract Value of approximately 62.36% of the Initial Aggregate Statistical
Contract Value were secured by equipment that was new at the time the related
Initial Receivable was originated; the remainder of the Initial Receivables
represent financing of used equipment; Initial Receivables having an aggregate
Statistical Contract Value of approximately 76.59% of the Initial Aggregate 


 


10

















 


Statistical Contract
Value of the Initial Receivables, are attributable to financing of agricultural
equipment; the remainder of the Initial Receivables are attributable to
financing of construction and consumer equipment.  Additionally, not more than 35% of the
aggregate Contract Value of the Receivables, including, as of each Subsequent
Transfer Date, all Subsequent CNHCA Receivables previously transferred to
CNHCR, will represent Contracts for the financing of construction equipment.


 


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


 


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


 


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


 


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


 


(xxv)        Payment
Frequency.  As of the Initial
Cutoff Date and as shown on the books of CNHCA: 
(A) Initial Receivables having an aggregate Statistical Contract
Value equal to 52.07% of the Initial Aggregate Statistical Contract Value had
annual scheduled payments, (B) Initial Receivables having an aggregate
Statistical Contract Value equal to 2.62% of the Initial Aggregate Statistical
Contract Value had semi-annual scheduled payments, (C) Initial Receivables
having an aggregate Statistical Contract Value equal to 0.79% of the Initial
Aggregate Statistical Contract Value had quarterly scheduled payments, (D) Initial
Receivables having an aggregate Statistical Contract Value equal to 38.33% of
the Initial Aggregate Statistical Contract Value had monthly scheduled
payments, and (E) Initial Receivables having an aggregate Statistical
Contract Value equal to 6.19% of the Initial Aggregate Statistical Contract
Value had irregularly scheduled payments.


 


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


 


ARTICLE IV



CONDITIONS


 


Section 4.1.                     Conditions to Obligation of CNHCR.


 


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


 


(i)            Representations
and Warranties True.  The
representations and warranties of CNHCA hereunder shall be true and correct on
the Closing Date and CNHCA shall 


 


11

















 


have performed all
obligations to be performed by it hereunder on or prior to the Closing Date to
the extent such obligations are required to be performed by it hereunder on or
prior to the Closing Date.


 


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


 


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


 


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


 


(B)           Evidence
of UCC Filing.  On or prior
to, or within 10 days following, the Closing Date (but only if the Contract
Value of the Purchased Contracts is greater than zero), CNHCA shall authorize
and file, at its own expense, a UCC financing statement in each jurisdiction in
which such action is required by applicable law to fully perfect CNHCR’s right,
title and interest in the Purchased Contracts and the other property sold
hereunder, executed (if execution is required) by CNHCA, as seller or debtor,
and naming CNHCR, as purchaser or secured party, describing the Purchased
Contracts and the other property sold hereunder, meeting the requirements of
the laws of each such jurisdiction and in such manner as is necessary to
perfect the sale, transfer, assignment and conveyance of such Purchased
Contracts and such other property to CNHCR. 
It is understood and agreed, however, that no filings will be made to
perfect any security interest of CNHCR in CNHCA’s interests in Financed
Equipment.  CNHCA shall deliver (or cause
to be delivered) a file-stamped copy, or other evidence satisfactory to CNHCR
of such filing, to CNHCR promptly upon CNHCA’s receipt thereof.


 


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


 


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


 


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


 


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


 


12

















 


(ii)           CNHCA shall, to the extent required
by Section 5.3 of the Sale and Servicing Agreement, have delivered to
CNHCR for deposit in the Collection Account all collections in respect of the
Subsequent CNHCA Receivables;


 


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


 


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


 


(v)           the Funding Period shall not have
terminated;


 


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


 


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


 


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


 


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


 


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


 


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


 


13

















 


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


 


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


 


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


 


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


 


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


 


ARTICLE V



COVENANTS OF CNHCA


 


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


 


Section 5.1.                      Protection of Right, Title and
Interest.


 


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


 


(b)           Name
Change.  Within 15 days after
CNHCA makes any change in its name, identity or organizational structure that
would or could reasonably be expected to make 


 


14

















 


any financing statement
or continuation statement filed in accordance with paragraph (a) seriously
misleading within the applicable provisions of the UCC or any title statute, as
applicable, CNHCA shall give CNHCR notice of any such change, and no later than
10 days after the effective date thereof, shall file such financing statements
or amendments as may be necessary to continue the perfection of CNHCR’s
interest in the property included in the Trust Estate.


 


(c)           Location
Change.  Within 15 days after
CNHCA makes any change to its “location” as defined in Section 9-307 of
the UCC, CNHCA shall give CNHCR notice of any such change, and no later than 10
days after the effective date thereof, shall file such financing statements or
amendments as may be necessary to continue the perfection of CNHCR’s interest
in the property included in the Trust Estate.


 


Section 5.2.                      Other Liens or Interests. 
Except for
the conveyances hereunder and pursuant to the Liquidity Receivables Purchase
Agreement, the Sale and Servicing Agreement, the Indenture and the other Basic
Documents, CNHCA:  (a) will not
sell, pledge, assign or transfer to any Person, or grant, create, incur, assume
or suffer to exist any Lien on, any interest in, to and under the Receivables, and
(b) shall defend the right, title and interest of CNHCR in, to and under
the Receivables against all claims of third parties claiming through or under
CNHCA; provided, however, that CNHCA’s obligations under this Section shall
terminate upon the termination of the Trust pursuant to the Trust Agreement;
provided further, the preceding shall not apply to Reacquired Receivables.


 


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


 


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


 


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


 


15

















 


Section 5.6.                      Transfer of Subsequent CNHCA Receivables. 
CNHCA
covenants to transfer to CNHCR, pursuant to Section 2.2, Subsequent CNHCA
Receivables with an aggregate Contract Value approximately equal to $0, subject
only to the availability of such Subsequent CNHCA Receivables.


 


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


 


ARTICLE VI



MISCELLANEOUS PROVISIONS


 


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


 


Section 6.2.                      Repurchase Events. 
CNHCA
hereby covenants and agrees with CNHCR for the benefit of CNHCR, the Indenture
Trustee, the Noteholders, the Trust, the Trustee and the Certificateholders
that the occurrence of a breach of any of CNHCA’s representations and
warranties contained in Section 3.2(b) shall constitute events
obligating CNHCA to repurchase any Receivable materially and adversely affected
by any such breach (“Repurchase Events”) at the Purchase Amount from CNHCR or
from the Trust.  Except as set forth in Section 5.5,
the repurchase obligation of CNHCA shall constitute the sole remedy of CNHCR,
the Indenture Trustee, the Noteholders, the Trust, the Trustee or the
Certificateholders against CNHCA with respect to any Repurchase Event or any
other breach pursuant to Section 3.2(b) hereof.  Section 4.6 and Section 9.1(a) of
the Sale and Servicing Agreement are hereby incorporated by reference as if
they were set forth herein, and CNHCA agrees to purchase or repurchase any
Receivable which these sections require it, or permit the Servicer to cause it,
to purchase or repurchase.


 


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


 


Section 6.4.                      Trust.  CNHCA acknowledges and agrees that:  (a) CNHCR will, pursuant to the Sale and
Servicing Agreement, sell the Receivables to the Trust and assign its rights
under this Agreement to the Trust, (b) the Trust will, pursuant to the
Indenture, assign such Receivables and such rights to the Indenture Trustee and
(c) the representations, warranties and 


 


16

















 


covenants contained in
this Agreement and the rights of CNHCR under this Agreement, including under Section 6.2,
are intended to benefit the Trust, the Certificateholders, the Counterparties
and the Noteholders.  CNHCA hereby
consents to all such sales and assignments and agrees that enforcement of a
right or remedy hereunder by the Indenture Trustee shall have the same force
and effect as if the right or remedy had been enforced or executed by CNHCR.


 


Section 6.5.                      Amendment.  (a)        Any
term or provision of this Agreement may be amended by CNHCA and CNHCR without
the consent of the Indenture Trustee, any Noteholder, the Issuing Entity, the
Trustee or any other Person subject to the satisfaction of one of the following
conditions:


 


(i)            CNHCA and CNHCR 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)           CNHCA and CNHCR deliver an Officer’s
Certificate of CNHCA and CNHCR, 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.


 


Prior to the execution of
any such amendment or consent, CNHCA shall furnish written notification of the
substance of such amendment or consent to each of the Rating Agencies.


 


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


 


This Agreement may also be amended
from time to time by CNHCA and CNHCR, with prior written notice to the Rating
Agencies and the Counterparties, with the written consent of (x) Noteholders
holding Notes evidencing at least a majority of the Note Balance and (y) the
Certificateholders evidencing not less than 50% of the beneficial interest in
the Trust, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying
in any manner the rights of the Noteholders or the Certificateholders; provided,
however, that no such amendment may: 
(i) reduce the interest rate or principal of any Note or
Certificate, or delay the Class Final Scheduled Maturity Date of any Note
or (ii) reduce the aforesaid percentage of the Notes and Certificates that
are required to consent to any such amendment, without the consent of the
holders of all the outstanding Notes and Certificates affected thereby.


 


17

















 


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


 


With respect to any
amendment pursuant to this Section 6.5(a), 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).


 


Section 6.6.                      Accountants’ Letters. 
(a) A
firm of Independent certified public accountants will review the
characteristics of the Receivables described in the Schedule of Receivables and
will compare those characteristics to the information with respect to the
Receivables contained in the Prospectus, (b) CNHCA will cooperate with
CNHCR and such accounting firm in making available all information and taking
all steps reasonably necessary to permit such accounting firm to complete the
review set forth in clause (a) and to deliver the letters required of
them under the Underwriting Agreement, and (c) such accounting firm will
deliver to CNHCR a letter, dated the date of the Prospectus, in the form
previously agreed to by CNHCA and CNHCR, with respect to the financial and
statistical information contained in the Prospectus and with respect to such
other information as may be agreed in the form of the letter.


 


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


 


Section 6.8.                      Notices.  All demands, notices and communications
under this Agreement shall be in writing, personally delivered or mailed by
certified mail, return receipt requested, or by facsimile, and shall be deemed
to have been duly given upon receipt:  (a) in
the case of CNHCA, to CNH Capital America LLC, 6900 Veterans Boulevard, Burr
Ridge, Illinois 60527, Attention: Assistant Treasurer, (telephone: (630)
887-2095) (facsimile: (630) 887-5448); (b) in the case of CNHCR, 6900
Veterans Boulevard, Burr Ridge, Illinois 60527, Attention: Assistant Treasurer,
(telephone: (630) 887-2095) (facsimile: (630) 887-5448); (c) in the case
of the Rating Agencies, at their respective addresses set forth in Section 10.3
of the Sale and Servicing Agreement; (d) in the case of any Counterparty,
to the address set forth in Section 11.4(c) of the Indenture, or, as
to each of the foregoing, at such other address or facsimile number as shall be
designated by written notice to the other parties.


 


Section 6.9.                      Costs and Expenses. 
CNHCA will
pay all expenses incident to the performance of its obligations under this
Agreement and CNHCA agrees to pay all reasonable out-of-pocket costs and
expenses of CNHCR, excluding fees and expenses of counsel, in 


 


18

















 


connection with the
perfection as against third parties of CNHCR’s right, title and interest in, to
and under the Receivables and the enforcement of any obligation of CNHCA
hereunder.


 


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


 


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


 


Section 6.12.                    Headings and Cross-References. 
The
various headings in this Agreement are included for convenience only and shall
not affect the meaning or interpretation of any provision of this
Agreement.  References in this Agreement
to Section names or numbers are to such Sections of this Agreement unless
otherwise expressly indicated.


 


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


 


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


 


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


 


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


 


(signature pages follow)


 


19

















 


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


 


	
   

  	
  CNH CAPITAL
  RECEIVABLES LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas N. Beckmann

  
	
   

  	
   

  	
  Name: Thomas N. Beckmann

  
	
   

  	
   

  	
  Title: Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  CNH CAPITAL
  AMERICA LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas N. Beckmann

  
	
   

  	
   

  	
  Name: Thomas N.
  Beckmann

  
	
   

  	
   

  	
  Title: Assistant
  Treasurer

  



 
















EXHIBIT A

to Purchase Agreement


 


FORM OF

CNHCA ASSIGNMENT


 


For value received, in
accordance with and subject to the Purchase Agreement dated as of November 1,
2007 (the “Purchase Agreement”), between the undersigned and CNH Capital
Receivables LLC (“CNHCR”), the undersigned does hereby sell, assign, transfer,
set over and otherwise convey unto CNHCR, without recourse, all of its right,
title, interest in, to and under:  (a) the
Purchased Contracts, which are listed on Schedule A hereto,
including all documents constituting chattel paper included therewith, and all
obligations of the Obligors thereunder, including all monies paid thereunder on
or after the Initial Cutoff Date, (b) the security interests in the
Financed Equipment granted by Obligors pursuant to the Purchased Contracts and
any other interest of the undersigned in such Financed Equipment, (c) any
proceeds with respect to the Purchased Contracts from claims on insurance
policies covering Financed Equipment or Obligors (to the extent not used to purchase
Substitute Equipment), (d) any proceeds from recourse to Dealers with
respect to the Purchased Contracts, (e) any Financed Equipment that shall
have secured the Purchased Contracts and that shall have been acquired by or on
behalf of CNHCR, and (f) the proceeds of any and all of the
foregoing.  The foregoing sale does not
constitute and is not intended to result in any assumption by CNHCR of any
obligation of the undersigned to the Obligors, insurers or any other person in
connection with the Purchased Contracts, Receivables Files, any insurance
policies or any agreement or instrument relating to any of them.


 


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


 


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


 


A-1

















 


IN WITNESS WHEREOF, the
undersigned has caused this CNHCA Assignment to be duly executed as of November 1,
2007.


 


	
   

  	
  CNH CAPITAL
  AMERICA LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-2
















SCHEDULE
A

to CNHCA Assignment


 


SCHEDULE OF PURCHASED CONTRACTS

[ON FILE WITH THE INDENTURE TRUSTEE AND INCORPORATED BY

REFERENCE HEREIN.]


 


 


 


 


S-1
















EXHIBIT B

to Purchase Agreement


 


FORM OF

CNHCA SUBSEQUENT TRANSFER ASSIGNMENT


 


For value received, in
accordance with and subject to the Purchase Agreement dated as of November 1,
2007 (the “Purchase Agreement”), between CNH Capital America LLC, a Delaware
limited liability company (“CNHCA”), and CNH Capital Receivables LLC, a
Delaware limited liability company (“CNHCR”), CNHCA does hereby sell, transfer,
assign, set over and otherwise convey to CNHCR, without recourse, all of its
right, title, interest in, to and under: 
(a) the Subsequent CNHCA Receivables, with an aggregate Contract
Value equal to $[  ], listed on Schedule A
hereto, including all documents constituting chattel paper included therewith,
and all obligations of the Obligors thereunder, including all 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 CNHCA Receivables and any other interest of CNHCA in such Financed
Equipment, (c) any proceeds with respect to such Subsequent CNHCA
Receivables from claims on insurance policies covering Financed Equipment or
Obligors (to the extent not used to purchase Substitute Equipment), (d) any
proceeds from recourse to Dealers with respect to such Subsequent CNHCA
Receivables, (e) any Financed Equipment that shall have secured any such
Subsequent CNHCA Receivables and that shall have been acquired by or on behalf
of CNHCR, and (f) the proceeds of any and all of the foregoing.  The foregoing sale does not constitute and is
not intended to result in any assumption by CNHCR of any obligation of CNHCA to
the Obligors, insurers or any other person in connection with such Subsequent
CNHCA Receivables, Receivable Files, any insurance policies or any agreement or
instrument relating to any of them.


 


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


 


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


 


B-1

















 


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


 


	
   

  	
  CNH CAPITAL
  AMERICA LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-2
















SCHEDULE
A


to
CNHCA Subsequent Transfer Assignment


 


SCHEDULE OF SUBSEQUENT CNHCA
RECEIVABLES

[ON FILE WITH THE INDENTURE TRUSTEE AND INCORPORATED BY

REFERENCE HEREIN.]


 


 


 


B-3
















ANNEX A


to
CNHCA Subsequent Transfer Assignment


 


OFFICER’S CERTIFICATE


 


I, the undersigned officer
of CNH Capital America LLC (the “Company”), do hereby certify, pursuant to Section 4.1(b)(xiii)
of the Purchase Agreement dated as of November 1, 2007, among the Company,
and CNH Capital Receivables LLC (the “Purchase Agreement”), that (i) all
of the conditions precedent to the transfer to CNHCR of the Subsequent CNHCA
Receivables listed on Schedule A to the CNHCA Subsequent Transfer Assignment
delivered herewith, and the other property and rights related to such
Subsequent CNHCA Receivables as described in Section 2.2 of the Purchase
Agreement, have been satisfied on or prior to the related Subsequent Transfer
Date to the extent such conditions are required to be performed by the Company
under the Purchase Agreement on or prior to the Subsequent Transfer Date, and (ii) each
statement of fact set forth in any officer’s certificate executed by an officer
of the Company in connection with an Opinion of Counsel delivered on the
Closing Date with respect to a transfer of, or a security interest in, the
Receivables shall be true and correct as of the date hereof with respect to the
Subsequent CNHCA Receivables listed on the aforementioned Schedule A.


 


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


 


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


 


	
   

  	
  By:

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


 


B-4
















Schedule
P


 


1.             General.  The Purchase
Agreement creates, or with respect to Receivables that are Subsequent CNHCA
Receivables upon the transfer of such Subsequent  Receivables pursuant to
the Subsequent Transfer Assignment will create, a valid and continuing security
interest (as defined in the UCC) in the Receivables in favor of CNHCR, which, (a) is
enforceable upon execution of the Purchase Agreement against creditors of and
purchasers from CNHCA, as such enforceability may be limited by applicable
debtor relief laws, now or hereafter in effect, and by general principles of
equity (whether considered in a  suit at law or in equity), and (b) upon
filing of the financing statements described in clause 4 below will be prior to
all other Liens (other than Liens permitted pursuant to clause 5 below).


 


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


 


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


 


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


 


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


 


P-1

















 


Receivables has any marks
or notations indicating that they have pledged, assigned or otherwise conveyed
to any Person other than Indenture Trustee.


 


 


P-2