Exhibit 4.3


 


CNH EQUIPMENT TRUST 2010-C


 


 


SALE AND SERVICING AGREEMENT


 


among


 


CNH EQUIPMENT TRUST 2010-C,


 


as Issuing Entity,


 


and


 


CNH CAPITAL RECEIVABLES LLC,


 


as Seller,


 


and


 


NEW HOLLAND CREDIT COMPANY, LLC,


 


as Servicer


 


Dated as of November 1, 2010


 

















 


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 Receivables

  	
  2

  
	
  Section 2.2.

  	
  [Reserved]

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE III The Receivables

  	
  3

  
	
  Section 3.1.

  	
  Representations and Warranties of Seller

  	
  3

  
	
  Section 3.2.

  	
  Repurchase upon Breach

  	
  4

  
	
  Section 3.3.

  	
  Custody of Receivable Files

  	
  5

  
	
  Section 3.4.

  	
  Duties of Servicer as Custodian

  	
  5

  
	
  Section 3.5.

  	
  Instructions; Authority To Act

  	
  6

  
	
  Section 3.6.

  	
  Custodian’s Indemnification

  	
  6

  
	
  Section 3.7.

  	
  Effective Period and Termination

  	
  6

  
	
  Section 3.8.

  	
  Backup Servicer as Custodian

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV Administration and
  Servicing of Receivables

  	
  7

  
	
  Section 4.1.

  	
  Duties of Servicer

  	
  7

  
	
  Section 4.2.

  	
  Collection and Allocation of Receivable Payments

  	
  7

  
	
  Section 4.3.

  	
  Realization upon Receivables

  	
  8

  
	
  Section 4.4.

  	
  Maintenance of Security Interests in Financed Equipment

  	
  9

  
	
  Section 4.5.

  	
  Covenants of Servicer

  	
  9

  
	
  Section 4.6.

  	
  Purchase of Receivables upon Breach or Due to Modification

  	
  10

  
	
  Section 4.7.

  	
  Servicing Fee

  	
  10

  
	
  Section 4.8.

  	
  Servicer’s Certificate

  	
  10

  
	
  Section 4.9.

  	
  Annual Statement as to Compliance; Notice of Default

  	
  10

  
	
  Section 4.10.

  	
  Annual Independent Certified Public Accountants’ Report

  	
  11

  
	
  Section 4.11.

  	
  Access to Certain Documentation and Information Regarding
  Receivables

  	
  11

  
	
  Section 4.12.

  	
  Servicer Expenses

  	
  12

  
	
  Section 4.13.

  	
  Appointment of Subservicer

  	
  12

  
	
  Section 4.14.

  	
  Substitution of Financed Equipment

  	
  12

  
	
   

  	
   

  	
   

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

  	
  13

  
	
  Section 5.1.

  	
  Establishment of Trust Accounts and the Backup Servicer
  Account

  	
  13

  
	
  Section 5.2.

  	
  [Reserved]

  	
  15

  
	
  Section 5.3.

  	
  Collections

  	
  16

  
	
  Section 5.4.

  	
  Application of Collections

  	
  16

  
	
  Section 5.5.

  	
  Additional Deposits

  	
  16

  



 


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  Section 5.6.

  	
  Distributions

  	
  16

  
	
  Section 5.7.

  	
  Spread Account

  	
  19

  
	
  Section 5.8.

  	
  [Reserved]

  	
  20

  
	
  Section 5.9.

  	
  [Reserved]

  	
  20

  
	
  Section 5.10.

  	
  [Reserved]

  	
  20

  
	
  Section 5.11.

  	
  Statements to Certificateholders and Noteholders

  	
  20

  
	
  Section 5.12.

  	
  Net Deposits

  	
  22

  
	
  Section 5.13.

  	
  Backup Servicer Account

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI The Seller

  	
  23

  
	
  Section 6.1.

  	
  Representations of Seller

  	
  23

  
	
  Section 6.2.

  	
  Company Existence

  	
  24

  
	
  Section 6.3.

  	
  Liability of Seller; Indemnities

  	
  25

  
	
  Section 6.4.

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

  	
  25

  
	
  Section 6.5.

  	
  Limitation on Liability of Seller and Others

  	
  26

  
	
  Section 6.6.

  	
  Seller May Own Certificates or Notes

  	
  26

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII The Servicer

  	
  26

  
	
  Section 7.1.

  	
  Representations of Servicer

  	
  26

  
	
  Section 7.2.

  	
  Indemnities of Servicer

  	
  28

  
	
  Section 7.3.

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

  	
  29

  
	
  Section 7.4.

  	
  Limitation on Liability of Servicer and Others

  	
  30

  
	
  Section 7.5.

  	
  NH Credit Not to Resign as Servicer

  	
  30

  
	
  Section 7.6.

  	
  Servicer to Act as Administrator

  	
  30

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII Default

  	
  31

  
	
  Section 8.1.

  	
  Servicer Default

  	
  31

  
	
  Section 8.2.

  	
  Appointment of Successor Servicer

  	
  32

  
	
  Section 8.3.

  	
  Notification to Noteholders and Certificateholders

  	
  33

  
	
  Section 8.4.

  	
  Waiver of Past Defaults

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX Termination

  	
  33

  
	
  Section 9.1.

  	
  Optional Purchase of All Receivables

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE X Miscellaneous
  Provisions

  	
  35

  
	
  Section 10.1.

  	
  Amendment

  	
  35

  
	
  Section 10.2.

  	
  Protection of Title to Trust

  	
  36

  
	
  Section 10.3.

  	
  Notices

  	
  39

  
	
  Section 10.4.

  	
  Assignment

  	
  39

  
	
  Section 10.5.

  	
  Limitations on Rights of Others

  	
  39

  
	
  Section 10.6.

  	
  Severability

  	
  39

  
	
  Section 10.7.

  	
  Separate Counterparts

  	
  39

  
	
  Section 10.8.

  	
  Headings

  	
  40

  
	
  Section 10.9.

  	
  Governing Law

  	
  40

  
	
  Section 10.10.

  	
  Assignment to Indenture Trustee

  	
  40

  



 


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  Section
  10.11.

  	
  Nonpetition Covenants

  	
  40

  
	
  Section
  10.12.

  	
  Limitation of Liability of Trustee and Indenture Trustee

  	
  40

  
	
  Section 10.13.

  	
  Conditions Precedent to Other Financing Transactions

  	
  41

  
	
  Section 10.14.

  	
  Information Requests

  	
  41

  
	
  Section 10.15.

  	
  Information to Be Provided by the Indenture Trustee

  	
  41

  
	
  Section 10.16.

  	
  Form 8-K Filings

  	
  42

  
	
  Section 10.17.

  	
  Indemnification

  	
  42

  
	
  Section 10.18.

  	
  Communications with Rating Agencies

  	
  43

  



 


	
  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT
  A

  	
  [RESERVED]

  	
   

  
	
  EXHIBIT
  B

  	
  [RESERVED]

  	
   

  
	
  EXHIBIT
  C

  	
  Form
  of Servicer’s Certificate

  	
   

  
	
  EXHIBIT
  D

  	
  Form
  of Assignment

  	
   

  
	
  EXHIBIT
  E

  	
  [RESERVED]

  	
   

  
	
  EXHIBIT
  F

  	
  [RESERVED]

  	
   

  
	
  EXHIBIT
  G

  	
  [RESERVED]

  	
   

  
	
  EXHIBIT
  H

  	
  Minimum
  Servicing Criteria to be Addressed in Assessment of Compliance Statement

  	
   

  
	
  EXHIBIT
  I

  	
  Form
  of Indenture Trustee’s Annual Certification

  	
   

  
	
  EXHIBIT
  J

  	
  Certification
  of the Bank of New York Mellon Trust Company, N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  P

  	
  Perfection
  Representation and Warranties

  	
   

  



 


iii

















 


SALE AND SERVICING AGREEMENT (as amended or otherwise
modified, this “Agreement”) dated
as of November 1, 2010 among CNH EQUIPMENT TRUST 2010-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 Mellon
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 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 “CNHCR Assets”):


 


(i)            the
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 Cutoff Date;


 


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


 


(iii)          any proceeds
with respect to the 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 Receivables) and the Purchase Agreement, including the right of the Seller
to cause CNHCA to repurchase Receivables from the Seller under the
circumstances described therein;


 


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


 


(vi)          any Financed
Equipment that shall have secured a 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
Deposit, 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 Mellon 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 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 Mellon 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.                     [Reserved].


 


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, 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 


 


3

















 


due,
direct or indirect, absolute or contingent. 
The Seller shall have, with respect to the property described in Section 2.1, 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 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 


 


4

















 


interest in, to and under such Receivables, related
Financed Equipment, and all other CNHCR  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
CNHCR  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 with respect to each
Receivable:


 


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


 


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


 


(c)           the original
certificate of title or file stamped copy of the UCC financing statement or
such other documents that the Servicer shall keep on file (if any), 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 


 


5

















 


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.


 


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 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 


 


6

















 


Servicer, and without cause upon 30 days’ prior
written notification to the Servicer. As soon as practicable after any
termination of such appointment, the Servicer shall deliver the Receivable
Files to the Indenture Trustee or the Indenture Trustee’s agent at such
place(s) as the Indenture Trustee may reasonably designate.


 


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


 


ARTICLE IV

Administration and Servicing of Receivables


 


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


 


7
















 


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 accordance with its Servicing
Procedures, waive any late payment charge or any other fees 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 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 CNHCR  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 CNHCR  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 


 


8

















 


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
accordance with its Servicing Procedures 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, 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.


 


9

















 


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 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, 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.


 


10

















 


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


 


Section 4.10.                   Annual
Independent Certified Public Accountants’ Report.  The Servicer shall cause a firm of
independent certified public accountants, which may also render other services
to the Servicer, the Seller or any other Affiliate of CNH Global, to deliver to
the Issuing Entity, the Indenture Trustee and, subject to Section 10.18,
the Rating Agencies on or before March 30 of each year a report, providing
its assessment of compliance with the minimum servicing criteria during the
preceding calendar year, including disclosure of any material instance of
non-compliance, as required by Rule 13a-18 and 15d-18 of the Exchange Act
and Item 1122(b) of Regulation AB. 
Such attestation will be in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.


 


The
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 


 


11

















 


and telephone number, current balance, payment
schedule and past due status of each Obligor (such request not to be made more
frequently than one per month).  Nothing
in this Section shall affect
the obligation of the Servicer to observe any applicable law prohibiting
disclosure of information regarding the Obligors, and the failure of the
Servicer to provide access to information as a result of such obligation shall
not constitute a breach of this Section.


 


Section 4.12.                   Servicer
Expenses.  The Servicer
shall be required to pay all expenses incurred by it in connection with its
activities hereunder, including fees and disbursements of independent
accountants, taxes imposed on the Servicer and expenses incurred in connection
with distributions and reports to Certificateholders and the Noteholders. All
reasonable costs and expenses and indemnities (including attorneys’ fees and
expenses) incurred in connection with the engagement of a Backup Servicer
(including obtaining a Backup Servicer to replace SST as Backup Servicer), or
transitioning the Backup Servicer to the role of Successor Servicer, including
any engagement fees, travel expenses or due diligence costs and other
reasonable expense reimbursements incurred by the Backup Servicer pursuant to
the Backup Servicing Agreement and all indemnification payments payable to the
Backup Servicer pursuant to the Backup Servicing Agreement (collectively, such
fees, expenses and costs and indemnities, the “Backup
Servicer Expenses”) shall be paid from funds available in the Backup
Servicer Account upon presentation of reasonable documentation to the
Servicer.  Distributions of Backup
Servicer Expenses shall be made in accordance with Section 5.13. To the extent that any Backup Servicer
Expenses exceed the amount on deposit in the Backup Servicer Account (any such
shortfall, a “Backup Servicer Account
Shortfall Amount”), the Servicer (so long as the Servicer is NH
Credit) agrees, within thirty days of demand thereof, to deliver to the
Indenture Trustee for deposit in the Backup Servicer Account,  such Backup Servicer Account Shortfall
Amount.


 


If
amounts in the Backup Servicer Account are insufficient to fully reimburse the
Backup Servicer in respect of Backup Servicer Expenses, the Backup Servicer
shall be reimbursed pursuant to Section 5.6(b)(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 Certificateholders and the Noteholders for
the servicing and administering of the Receivables in accordance with the
provisions hereof without diminution of such obligation and liability by virtue
of the appointment of such subservicer and to the same extent and under the
same terms and conditions as if the Servicer alone were servicing and
administering the Receivables. The fees and expenses of any subservicer shall
be as agreed between the Servicer and such subservicer from time to time and
none of the Issuing Entity, the Trustee, the Indenture Trustee, the
Certificateholders or the 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, 


 


12

















 


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


 


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


 


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


 


(iv)          [Reserved].


 


(v)           [Reserved].


 


(vi)          [Reserved].


 


(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 


 


13

















 


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, and the Spread Account (collectively, the “Trust Accounts”) and the Backup Servicer
Account shall be invested or reinvested by the Indenture Trustee in Eligible
Investments selected by and as directed in writing by the Servicer (which
written direction may be in the form of standing instructions) or if the
Servicer fails to provide written direction, shall be invested or reinvested by
the Indenture Trustee in Eligible Investments specified in  paragraph (d)  of the definition of “Eligible
Investments” (without giving effect to the proviso therein) as set forth
in  Appendix A to the Indenture; provided, however, it is understood and
agreed that the Indenture Trustee shall not be liable for the selection of, or
any loss arising from such investment in, Eligible Investments. All such
Eligible Investments shall be held or controlled by the Indenture Trustee for
the benefit of the Noteholders and the Certificateholders or the Noteholders,
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.


 


(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 and the Certificateholders or the Noteholders, as the case may
be. The Indenture Trustee shall possess or control all right, title and
interest in all funds on deposit from time to time in the Backup Servicer
Account and in all proceeds thereof (including all income thereon). The Backup
Servicer Account shall be under the sole dominion and control of the Indenture
Trustee for the benefit of the Noteholders and the 


 


14

















 


Backup Servicer. If, at any time, any of the Trust
Accounts or the Backup Servicer Account ceases to be an Eligible Deposit
Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10
Business Days (or such longer period, not to exceed 30 calendar days, as to
which each Rating Agency may consent) establish a new Trust Account or new
Backup Servicer Account, as the case may be, as an Eligible Deposit Account and
shall transfer any cash and/or any investments held in the no-longer Eligible
Deposit Account to such new Trust Account or new Backup Servicer Account, as
the case may be.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 5.2.                     [Reserved]


 


15

















 


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 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.


 


16

















 


(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)          [Reserved];


 


(v)           to the Note Distribution Account, the Class Interest
Amount for each Class of Class A Notes 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, the lesser of (a) the
amounts remaining after giving effect to clauses (i) through (ix) above,
and (b) the Outstanding Amount of the Class A-1 Notes as of the end
of the preceding Payment Date minus the amount of payments of principal on the Class A-1
Notes to be made on such Payment Date due to the application of the First
Principal Payment Amount and the Note Monthly Principal Distributable Amounts
(the “Turbo Principal Payment Amount”);


 


(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


 


17
















 


(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.


 


(d)           During the period from the
date the Servicer is no longer performing as Servicer (due to being terminated
or due to its ceasing to perform as Servicer) (the “Predecessor
Servicer”) until the effectiveness of the transition of the
Successor Servicer as provided herein (the “Transition Period”),
in the event that neither NH Credit, as the Predecessor Servicer, nor the
Successor Servicer, has delivered the Servicer’s Certificate containing
instructions to the Indenture Trustee (required to be delivered pursuant to Section 4.8
hereof) on or before 11:00 am New York time on any Payment Date so as to enable
the Indenture Trustee to make payments pursuant to and in accordance with the
priority set forth in Section 5.6 hereof and Section 8.2 of the
Indenture on the relevant Payment Dates during the Transition Period, the
Indenture Trustee shall, to the extent such funds are available, withdraw
amounts from the Collection Account and the Spread Account (based upon the
information set forth under “Interest & Principal Payments Pursuant to
Section 5.6(d) and 5.6(e)(ii) of the Sale and Servicing
Agreement” in the last Servicer’s Certificate that the Indenture Trustee
received from the Predecessor Servicer) and therefrom make payments of, (i) interest
for each Note due on such Payment Date that takes place during the Transition
Period and, (ii) to the extent that the Final Scheduled Maturity Date for
any Notes occurs during the Transition Period, the outstanding principal amount
on such Notes due on its applicable Final Scheduled Maturity Date, in each case
in accordance with the priority set forth above in Section 8.2 of the
Indenture.  During the Transition Period, until NH Credit or the Successor
Servicer has delivered the Servicer’s Certificate required under Section 4.8
hereof, any amounts remaining in the Collection Account and the Spread Account,
after the payments referred to in clauses (i) and (ii) above are
made, shall be held therein until the next Payment Date and the Indenture
Trustee shall have no obligation to make any other payments in respect of such
Payment Date.


 


18

















 


(e)           (i) In the event the
Servicer’s Certificate shows that, as of any Determination Date, there are
amounts on deposit in the Collection Account which do not constitute part of
the Total Distribution Amount and to which the Depositor is entitled hereunder,
the Servicer shall direct the Indenture Trustee to forthwith pay such amount to
or upon its written order.


 


(ii) Notwithstanding the foregoing, in the
event that the Servicer has not delivered the Servicer’s Certificate containing
instructions to the Indenture Trustee (required to be delivered pursuant to Section 4.8
hereof) on or before 11:00 am New York time on any Payment Date so as to enable
the Indenture Trustee to make payments pursuant to and in accordance with the
priority set forth in Section 5.6 hereof and Section 8.2 of the
Indenture on such Payment Date, the Indenture Trustee shall, to the extent such
funds are available, withdraw amounts from the Collection Account and the
Spread Account (based upon the information set forth under “Interest &
Principal Payments Pursuant to Section 5.6(d) and 5.6(e)(ii) of
the Sale and Servicing Agreement” in the last Servicer’s Certificate that the
Indenture Trustee received from the Servicer and therefrom make payments of
interest and principal on such Payment Date, in each case, in accordance with
the priority set forth in Section 8.2 of the Indenture.


 


Section 5.7.                     Spread
Account.  (a) 
On the Closing Date, the Seller shall deposit the applicable Spread Account
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 Pool Balance as of the first day of the Collection
Period in which such Payment Date occurs is less than the Note Balance, such
excess shall not be distributed to the Seller (or such transferees or
assignees) and shall be retained in the Spread Account for application in
accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed
released from the Trust and the security interest therein granted to the
Indenture Trustee, and the Seller (and such transferees and assignees) shall in
no event thereafter be required to refund any such distributed amounts.


 


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


 


(d)           In the event that the First
Principal Payment Amount and the Noteholders’ Distributable Amount for a
Payment Date exceeds the amount deposited into the Note Distribution Account
pursuant to Sections 5.6(b)(iv), (v), (vi), (vii) and
(viii) on such Payment Date, the Servicer shall instruct the
Indenture Trustee on such Payment Date to withdraw from


 


19

















 


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.                     [Reserved].


 


Section 5.9.                     [Reserved].


 


Section 5.10.                   [Reserved].


 


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


 


20

















 


(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)

  	
  [Reserved];

  
	
   

  	
   

  
	
  (xiii)

  	
  [Reserved];

  
	
   

  	
   

  
	
  (xiv)

  	
  [Reserved];

  
	
   

  	
   

  
	
  (xv)

  	
  [Reserved];

  
	
   

  	
   

  
	
  (xvi)

  	
  [Reserved];

  
	
   

  	
   

  
	
  (xvii)

  	
  [Reserved];

  
	
   

  	
   

  
	
  (xviii)

  	
  [Reserved];

  



 


(xix)         if the related Payment Date
falls in May 2012, November 2012, May 2013 or November 2013:


 


(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
https://gctinvestorreporting.bnymellon.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 


 


21

















 


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.


 


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 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.


 


22

















 


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


 


(c)           Following: (i) the
payment in full of the aggregate Outstanding Amount of the Notes and all
amounts owing or to be distributed to the Backup Servicer hereunder and (ii) the
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 duly authorized by the Seller by all necessary limited liability
company action.


 


(d)           Binding Obligation.  This Agreement constitutes a legal, valid and
binding obligation of the Seller enforceable 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 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 


 


23

















 


pursuant to the terms of any such indenture,
agreement or other instrument (other than the Basic Documents); or violate any
law or, to the best of the Seller’s knowledge, any order, rule or
regulation applicable to the Seller of any court or of any federal or State
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Seller or its properties.


 


(f)            No Proceedings. As of the
date of the Underwriting Agreement, 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


 


24

















 


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


 


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


 


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


 


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


 


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


 


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


 


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thereto have been executed and filed that are
necessary fully to preserve and protect the interest of the Trustee and
Indenture Trustee, respectively, in the Receivables and reciting the details of
such filings, or (B) stating that, in the opinion of such counsel, no such
action shall be necessary to preserve and protect such interests.  Notwithstanding anything herein to the
contrary, the execution of the foregoing agreement of assumption and compliance
with clauses (i), (ii), (iii) and (iv) shall be conditions to the
consummation of the transactions referred to in clauses (a), (b) or
(c).


 


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


 


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


 


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


 


ARTICLE VII

The Servicer


 


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


 


26

















 


(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 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
Cutoff Date no Obligor is shown in the Servicer’s Records (including, without
limitation the Receivable Files) as the subject of a bankruptcy proceeding.


 


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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


 


(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).


 


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(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, (c) that may succeed
to the properties and assets of the Servicer substantially as a whole, or (d) that
is a corporation or limited liability company of which 50% or more of the
voting stock or membership interests, respectively, are owned, directly or
indirectly, by CNH Global N.V. and which assumes the obligations of the
servicer hereunder, 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, if applicable, and such
agreement of assumption comply with this Section and
that all conditions precedent, if any, provided for in this Agreement relating
to such transaction have been complied with, (iii) the Rating Agencies
shall have received at least ten days’ prior written notice of such transaction
and (iv) the Servicer shall have delivered to the Trustee and the
Indenture Trustee an Opinion of Counsel either: (A) stating that, in the
opinion of such counsel, all financing statements, continuation statements and
amendments thereto have been executed and filed that are necessary fully to
preserve and protect the interest of the Trustee and the Indenture Trustee,
respectively, in the Receivables and reciting the details of such filings, or (B) stating
that, in the opinion of such counsel, no such action shall be necessary to
preserve and protect such interests. Notwithstanding anything herein to the 


 


29

















 


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


 


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


 


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


 


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.


 


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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 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 


 


31

















 


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/or the Seller pursuant to Section 10.18.


 


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


 


(b)           Upon appointment, the Successor Servicer (including the
Indenture Trustee acting as Successor Servicer) shall be the successor in all
respects to the predecessor Servicer (except with respect to responsibilities
and obligations of the predecessor Servicer set forth in Section 7.2) and shall be subject to
all the responsibilities, duties and liabilities arising thereafter relating
thereto placed on the predecessor Servicer and shall be entitled to the
Servicing Fee and all the rights granted to the predecessor Servicer by this
Agreement.  None of the Backup Servicer,
the Indenture Trustee or any other Successor Servicer shall be deemed to be
liable for or in breach of any obligations hereunder due to any act or omission
of a predecessor Servicer, including but not limited to failure of such
predecessor Servicer to timely deliver to the Indenture Trustee any required
information pertaining to the Receivables, any funds required to 


 


32

















 


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 Backup Servicer and, subject to Section 10.18, 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% 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 


 


33

















 


Accounts, would be sufficient to pay the Redemption
Price pursuant to Section 10.1(a) of
the Indenture.


 


(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 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.


 


34

















 


(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
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.


 


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


 


This
Agreement may also be amended from time to time by the Seller, the Servicer and
the Issuing Entity, with the written consent of (a) the Indenture Trustee,
(b) Noteholders holding Notes evidencing not less than a majority of the
Note Balance, (c) the Holders of Certificates evidencing not less than 50%
of the beneficial interest in the Trust, and (d) the Backup Servicer, such
consent not to be unreasonably withheld, 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, prior thereto), the Trustee shall furnish written notification
of the substance of 


 


35

















 


such
amendment or consent to each Certificateholder, the Indenture Trustee, and,
subject to Section 10.18, to each of the
Rating Agencies.


 


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


 


Prior
to the execution of any amendment to this Agreement, the Trustee and the
Indenture Trustee shall be entitled to receive and rely upon 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 (other than the written consent of the Backup Servicer, such consent not
to be unreasonably withheld) 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.


 


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, 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 


 


36

















 


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.


 


(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 Mellon 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 


 


37

















 


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) 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 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.


 


38

















 


(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 or, subject to Section 10.18, 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, 100 Brubaker 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 Moody’s, if Moody’s is a Rating Agency, to Moody’s Investors
Service, Inc., ABS Monitoring Department, 7 World Trade Center, 250
Greenwich Street, New York, New York 10007, and (f) in the case of
Standard & Poor’s, if Standard & Poor’s is a Rating Agency,
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.


 


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 Backup Servicer, the Issuing Entity, the Trustee, the
Certificateholders, the Indenture Trustee and the Noteholders, and nothing in
this Agreement, whether express or implied, shall be construed to give to any
other Person any legal or equitable right, remedy or claim in the Trust Estate
or under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.


 


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


 


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


 


39
















 


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


 


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


 


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


 


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


 


40

















 


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 Mellon Trust Company, N.A., not in its individual capacity but
solely as Indenture Trustee, and in no event shall The Bank of New York Mellon
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.


 


(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 2011, 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 


 


41

















 


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 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 Mellon 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 Mellon
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
Mellon 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 


 


42

















 


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 Mellon 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 Mellon 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 Mellon Trust Company, N.A.


 


Notwithstanding
anything to the contrary contained herein, in no event shall The Bank of New
York Mellon 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 Mellon 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 Mellon Trust Company, N.A.
and its officers, directors, shareholders, employees, agents and each Person,
if any, who controls The Bank of New York Mellon Trust Company, N.A. within the
meaning of 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.


 


Section 10.18.                 Communications
with Rating Agencies.  The
parties hereto (other than the Seller and its Affiliates but excluding the
Issuing Entity) agree that any notices or requests to, or any other written
communications with, any of the Rating Agencies, or any of their respective
officers, directors or employees, to be given or provided to such Rating
Agencies pursuant to, in 


 


43

















 


connection with or related, directly or indirectly,
to the Basic Documents, the Collateral or the Notes, shall be in each case
either (i) furnished to the Seller who shall forward such communication to
the Rating Agencies, or (ii) furnished directly to the Rating Agencies
with a prior copy to the Seller.  In
either case, the parties hereto (other than the Seller and its Affiliates but
excluding the Issuing Entity) further agree to provide such notices, requests
and communications or copies thereof, as applicable, to the Seller at least one
Business Day prior to the date when such notices, requests and communications
are required to be delivered (or are in fact delivered, whichever is earlier)
to the Rating Agencies pursuant to the Basic Documents.  So long as any Notes are Outstanding, each
party hereto (other than the Seller and its Affiliates but excluding the
Issuing Entity) agrees that neither it nor any party on its behalf shall engage
in any oral communications with respect to the transactions contemplated
hereby, under the Basic Documents or in any way relating to the Notes with any
Rating Agency or any of their respective officers, directors or employees,
without the participation of the Seller.


 


(signature page follows)


 


44

















 


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 2010-C

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington
  Trust Company,

  
	
   

  	
   

  	
  not
  in its individual capacity, but

  
	
   

  	
   

  	
  solely
  as Trustee of the Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dorri Costello

  
	
   

  	
   

  	
  Name:
  Dorri Costello

  
	
   

  	
   

  	
  Title:
   Financial Services Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  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 Mellon Trust Company, N.A.,

  	
   

  	
   

  
	
  not in its individual capacity

  	
   

  	
   

  
	
  but solely as Indenture Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Robert Castle

  	
   

  	
   

  
	
   

  	
  Name:
  Robert Castle

  	
   

  	
   

  
	
   

  	
  Title:
  Vice President

  	
   

  	
   

  



 

















 


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 Mellon 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


 


Systems &
Services Technologies, Inc.


4315
Pickett Road


St.
Joseph, Missouri 64503


Attention: 
Jonathan Pike


 


[Insert
each Rating Agency, if any]


 


C-1

















 


CNH
Equipment Trust 2010-C


 


$216,700,000 Class A-1
0.42677% Asset Backed Notes due December 9, 2011


 


$142,000,000 Class A-2
0.83% Asset Backed Notes due April 15, 2013


 


$350,000,000 Class A-3
1.17% Asset Backed Notes due May 15, 2015


 


$140,640,000 Class A-4
1.75% Asset Backed Notes due May 16, 2016


 


$26,272,000 Class B
2.97% Asset Backed Notes due May 15, 2017


 


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 

  	
   

  	
   

  	
   

  	
  [      ]

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  29

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  30

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  31

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  32

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-2






 












 


	
   

  	
   

  	
  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 2010-C


 


$216,700,000 Class A-1
0.42677% Asset Backed Notes due December 9, 2011


 


$142,000,000 Class A-2
0.83% Asset Backed Notes due April 15, 2013


 


$350,000,000 Class A-3
1.17% Asset Backed Notes due May 15, 2015


 


$140,640,000 Class A-4
1.75% Asset Backed Notes due May 16, 2016


 


$26,272,000 Class B
2.97% Asset Backed Notes due May 15, 2017


 


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)


Note
Distribution Account deposit


Certificate
Distribution Account deposit


First
Principal Payment Amount


Note
Monthly Principal Distributable Amount


Turbo
Principal Payment Amount


Spread
Account 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


 


Total
Beginning Balance (Pool Balance)


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


Total
Ending Balance (Pool 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


 


C-4

















 


Total
Warranty Repurchases


 


Total
Collections For The Period


 


Reinvestment
Income


 


Total
Collections + Reinvestment Income For The Period


 


Other—Back-Up
Servicing Account Investment Earnings


 


CNH
Equipment Trust 2010-C


 


$216,700,000 Class A-1
0.42677% Asset Backed Notes due December 9, 2011


 


$142,000,000 Class A-2
0.83% Asset Backed Notes due April 15, 2013


 


$350,000,000 Class A-3
1.17% Asset Backed Notes due May 15, 2015


 


$140,640,000 Class A-4
1.75% Asset Backed Notes due May 16, 2016


 


$26,272,000 Class B
2.97% Asset Backed Notes due May 15, 2017


 


Asset Backed Certificate


 


	
   

  	
   

  	
  General

  	
   

  	
  Party Receiving

  	
   

  
	
   

  	
   

  	
  Purpose of

  	
   

  	
  Fee or Expense

  	
   

  
	
  Actual Payment Date

  	
   

  	
  Fee or Expense

  	
   

  	
  Amount

  	
   

  
	
  Calculation of Distributable
  Amounts

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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)

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-5

















 


	
  A-1 notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3 notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4 notes Beginning
  Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes
  Beginning Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
  Coupon/

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Type

  	
   

  	
  Spread

  	
   

  	
  Coupon

  	
   

  	
  Daycount

  	
   

  
	
  A-1 notes Current Interest Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Current Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3 notes Current Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4 notes Current Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes Current
  Interest Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1 notes Past Due
  Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Past Due
  Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3 notes Past Due
  Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4 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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3 notes Interest Due on
  Past Due Interest

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4 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-3 notes Total Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4 notes Total Interest
  Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes Total
  Interest Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1 notes Principal Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2 notes Principal Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3 notes Principal Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4 notes Principal Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B notes
  Principal Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total notes Interest Due

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total notes Principal Due 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Termination Payment Due 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total notes Distributable
  Amount 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-6

















 


CNH
Equipment Trust 2010-C


 


$216,700,000 Class A-1
0.42677% Asset Backed Notes due December 9, 2011


 


$142,000,000 Class A-2
0.83% Asset Backed Notes due April 15, 2013


 


$350,000,000 Class A-3
1.17% Asset Backed Notes due May 15, 2015


 


$140,640,000 Class A-4
1.75% Asset Backed Notes due May 16, 2016


 


$26,272,000 Class B
2.97% Asset Backed Notes due May 15, 2017


 


Asset Backed Certificate


 


Actual
Payment Date


 


Cash Available for Distribution


Total
Collections + Reinvestment Income For The Period


 


Beginning
Spread Account Balance


Deposits
from Spread 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

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Remaining
  Cash Available to Pay Note Interest

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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-3
  notes Interest Paid

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

  	
   

  	
   

  	
   

  
	
  Class A-4
  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-3
  notes Interest Shortfall

  	
   

  	
   

  	
   

  
	
  Class A-4
  notes Interest Shortfall

  	
   

  	
   

  	
   

  
	
  Class B
  notes Interest Shortfall

  	
   

  	
   

  	
   

  



 


C-7

















 


	
  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-3
  notes Principal Paid

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

  	
   

  	
   

  	
   

  
	
  Class A-4
  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-3
  notes Ending Principal balance

  	
   

  	
   

  	
   

  
	
  A-4
  notes Ending Principal balance

  	
   

  	
   

  	
   

  
	
  Class B
  notes Ending Principal balance

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Release
  to Seller as Excess

  	
   

  	
   

  	
   

  



 


CNH
Equipment Trust 2010-C


 


$216,700,000 Class A-1
0.42677% Asset Backed Notes due December 9, 2011


 


$142,000,000 Class A-2
0.83% Asset Backed Notes due April 15, 2013


 


$350,000,000 Class A-3
1.17% Asset Backed Notes due May 15, 2015


 


$140,640,000 Class A-4
1.75% Asset Backed Notes due May 16, 2016


 


$26,272,000 Class B
2.97% Asset Backed Notes due May 15, 2017


 


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-3
  notes Beginning Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4
  notes Beginning Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B
  notes Beginning Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  WAL

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total
  Principal Balance of Notes (End of Period)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-1
  notes Ending Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-2
  notes Ending Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-3
  notes Ending Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  A-4
  notes Ending Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Class B
  notes Ending Principal balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-8

















 


	
  Class A-1
  notes Interest Paid

  	
   

  	
   

  	
   

  
	
  Class A-2
  notes Interest Paid

  	
   

  	
   

  	
   

  
	
  Class A-3
  notes Interest Paid

  	
   

  	
   

  	
   

  
	
  Class A-4
  notes Interest Paid

  	
   

  	
   

  	
   

  
	
  Class B
  notes Interest Paid

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Class A-1
  notes Interest Shortfall

  	
   

  	
   

  	
   

  
	
  Class A-2
  notes Interest Shortfall

  	
   

  	
   

  	
   

  
	
  Class A-3
  notes Interest Shortfall

  	
   

  	
   

  	
   

  
	
  Class A-4
  notes Interest Shortfall

  	
   

  	
   

  	
   

  
	
  Class B
  notes Interest Shortfall

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Class A-1
  notes Principal Paid

  	
   

  	
   

  	
   

  
	
  Class A-2
  notes Principal Paid

  	
   

  	
   

  	
   

  
	
  Class A-3
  notes Principal Paid

  	
   

  	
   

  	
   

  
	
  Class A-4
  notes Principal Paid

  	
   

  	
   

  	
   

  
	
  Class B
  notes Principal Paid

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  [      ],
  20[  ]

  	
   

  	
  [      ],
  20[  ]

  	
   

  	
  [      ],
  20[  ]

  	
   

  
	
  Required Spread Account
  Target

  	
   

  	
  [      ]%

  	
   

  	
  [      ]%

  	
   

  	
  [      ]%

  	
   

  	
  [      ]%

  	
   

  
	
  Required
  Spread Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Beginning Spread Account
  Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread Account Withdrawals
  to Distribution Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread Account Deposits
  from Excess Cash

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Spread Account Released to
  Seller

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ending Spread Account
  Balance

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Original

  	
   

  
	
  Purchases 

  	
   

  	
  Units

  	
   

  	
  Cut-Off Date 

  	
   

  	
  Closing Date

  	
   

  	
  Pool Balance

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Purchase 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Backup
  Servicer Account

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Backup Servicer Account
  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.”


 


C-9

















 


	
  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 [      ], 20[  ]
  or [      ], 20[  ], or
  [      ], 20[  ]?

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (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 [        ],
  20[   ] or [        ],
  20[  ], or [        ], 20[  ]?

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (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
[        ] 20[   ]
and/or [    ]% at
[        ] 20[   ]
and/or [    ]% at
[        ] 20[   ]


 


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


 






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
the Cutoff Date through the last day of the related calendar month, to (b) the
Pool Balance as of the Cutoff Date.


 


C-10

















 


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-3 Note Pool Factor

  
	
  A-4 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)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-11

















 


	
  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?

  



 


Interest and Principal Payments
Pursuant to Section 5.6(d) and (e)(ii) of the Sale and Servicing
Agreement


 


	
  Distribution Amount

  	
   

  	
  Class A-1 Notes

  	
   

  	
   

  	
   

  	
   

  
	
  1.
  Interest Due on each of the following Payment Dates (assuming no principal
  reduction since the prior Payment Date)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 15, 2010

  	
   

  	
  [  ]

  	
   

  	
   

  	
   

  	
   

  
	
  January 15, 2011

  	
   

  	
  [  ]

  	
   

  	
   

  	
   

  	
   

  
	
  February 15, 2011

  	
   

  	
  [  ]

  	
   

  	
   

  	
   

  	
   

  
	
  March 15, 2011

  	
   

  	
  [  ]

  	
   

  	
   

  	
   

  	
   

  
	
  April 15, 2011

  	
   

  	
  [  ]

  	
   

  	
   

  	
   

  	
   

  
	
  May 15, 2011

  	
   

  	
  [  ]

  	
   

  	
   

  	
   

  	
   

  
	
  June 15, 2011

  	
   

  	
  [  ]

  	
   

  	
   

  	
   

  	
   

  
	
  July 15, 2011

  	
   

  	
  [  ]

  	
   

  	
   

  	
   

  	
   

  
	
  August 15, 2011

  	
   

  	
  [  ]

  	
   

  	
   

  	
   

  	
   

  
	
  September 15, 2011

  	
   

  	
  [  ]

  	
   

  	
   

  	
   

  	
   

  
	
  October 15, 2011

  	
   

  	
  [  ]

  	
   

  	
   

  	
   

  	
   

  
	
  November 15, 2011

  	
   

  	
  [  ]

  	
   

  	
   

  	
   

  	
   

  
	
  December 9, 2011

  	
   

  	
  [  ]

  	
   

  	
   

  	
   

  	
   

  
	
  2.
  Total Outstanding Principal Payment Due at Final Scheduled Maturity Date

  	
   

  	
  [  ]

  	
   

  	
   

  	
   

  	
   

  
	
  3.
  Final Scheduled Maturity Date

  	
   

  	
  December
  9, 2011

  	
   

  	
   

  	
   

  	
   

  



 


	
  Distribution Amount

  	
   

  	
  Class
  A-2 Notes

  	
   

  	
  Class
  A-3 Notes

  	
   

  	
  Class
  A-4 Notes

  	
   

  
	
  1. Interest Due on each following Payment Date (assuming
  no principal reduction since the prior Payment Date)

  	
   

  	
  [  ]

  	
   

  	
  [  ]

  	
   

  	
  [  ]

  	
   

  
	
  2. Total Outstanding Principal Payment Due at
  Final Scheduled Maturity Date

  	
   

  	
  [  ]

  	
   

  	
  [  ]

  	
   

  	
  [  ]

  	
   

  
	
  3. Final Scheduled Maturity Date

  	
   

  	
  April
  15, 2013

  	
   

  	
  May
  15, 2015

  	
   

  	
  May
  16, 2016

  	
   

  



 


	
  Distribution Amount

  	
   

  	
  Class B Notes

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.
  Interest Due on each following Payment Date (assuming no principal reduction
  since the prior Payment Date)

  	
   

  	
  [    ]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.
  Total Outstanding Principal Payment Due at Final Scheduled Maturity Date

  	
   

  	
  [    ]

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.
  Final Scheduled Maturity Date

  	
   

  	
  May
  15, 2017

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-12






 


 












 


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, 2010 (the “Sale and Servicing Agreement”) among the undersigned, New
Holland Credit Company, LLC (“NH Credit”)
and CNH Equipment Trust 2010-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 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 Cutoff Date, (b) the
security interests in the Financed Equipment granted by Obligors pursuant to
the Receivables and any other interest of the undersigned in such Financed
Equipment, (c) any proceeds with respect to the 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
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 Receivables, (f) any Financed
Equipment that shall have secured a 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 Deposit, 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 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 [          ], 2010.


 


	
   

  	
  CNH
  CAPITAL RECEIVABLES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


D-2

















 


SCHEDULE A

to Assignment


 


SCHEDULE OF RECEIVABLES


 


ATTACHED HERETO.


 


D-3

















 


EXHIBIT E

to Sale and Servicing Agreement


 


[RESERVED]


 


G-1

















 


EXHIBIT F

to Sale and Servicing Agreement


 


[RESERVED]


 


G-1

















 


EXHIBIT G


to Sale and Servicing Agreement


 


[RESERVED]


 


D-2

















 


EXHIBIT H


to Sale and Servicing Agreement


 


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) 

  	
   

  	
  N/A

  



 


H-1

















 


	
  Reg AB Reference

  	
   

  	
  Servicing Criteria

  	
   

  	
  Applicable Servicing Criteria

  
	
   

  	
   

  	
  mathematically
  accurate; (B) prepared within 30 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 

  	
   

  	
  N/A

  



 


H-2

















 


	
  Reg AB Reference

  	
   

  	
  Servicing Criteria

  	
   

  	
  Applicable Servicing Criteria

  
	
   

  	
   

  	
  transaction agreements and
  related pool asset documents.

  	
   

  	
   

  
	
  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

  



 


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EXHIBIT I


to Sale and Servicing Agreement


 


FORM OF INDENTURE TRUSTEE’S ANNUAL CERTIFICATION


 


Re:          CNH Equipment Trust 2010-C


 


The
Bank of New York Mellon 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, 2010, by and between New Holland Credit Company, LLC, the
Seller and CNH Equipment Trust 2010-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 MELLON TRUST COMPANY, N.A.,

  
	
  not in its individual capacity but solely as
  Indenture Trustee

  
	
   

  	
   

  
	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


I-1

















 


EXHIBIT J


to Sale and Servicing Agreement


 


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


 


[To
be attached]


 


J-1

















 


Schedule P


 


PERFECTION REPRESENTATION AND WARRANTIES


 


1.             General.  The Sale and Servicing Agreement creates 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 security interests in the Financed Equipment granted
by Obligors pursuant to the Receivables (iii) the Purchase Agreement and (iv) 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 


 


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the
security interests granted in connection with the documents relating to the
Liquidity 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.


 


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