Exhibit 4.4


 


CNH EQUIPMENT TRUST 2010-C

PURCHASE AGREEMENT


 


between


 


CNH CAPITAL AMERICA LLC


 


and


 


CNH CAPITAL RECEIVABLES LLC


 


Dated as of November 1, 2010


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I
  CERTAIN DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
  Definitions

  	
  1

  
	
  Section 1.2.

  	
  Other Definitional Provisions.

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  CONVEYANCE OF RECEIVABLES

  	
  2

  
	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
  Conveyance of Purchased Contracts

  	
  2

  
	
  Section 2.2.

  	
  [Reserved]

  	
  3

  
	
  Section 2.3.

  	
  Intention of the Parties

  	
  3

  
	
  Section 2.4.

  	
  The Closing

  	
  4

  
	
  Section 2.5.

  	
  Payment of the Purchase Price

  	
  4

  
	
  Section 2.6.

  	
  Cross-Collateralization

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE III
  REPRESENTATIONS AND WARRANTIES

  	
  4

  
	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
  Representations and Warranties of CNHCR

  	
  4

  
	
  Section 3.2.

  	
  Representations and Warranties of CNHCA

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV
  CONDITIONS

  	
  10

  
	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
  Conditions to Obligation of CNHCR.

  	
  10

  
	
  Section 4.2.

  	
  Conditions to Obligation of CNHCA

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE V
  COVENANTS OF CNHCA

  	
  11

  
	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
  Protection of Right, Title and Interest.

  	
  11

  
	
  Section 5.2.

  	
  Other Liens or Interests

  	
  12

  
	
  Section 5.3.

  	
  Jurisdiction of Organization

  	
  12

  
	
  Section 5.4.

  	
  Costs and Expenses

  	
  12

  
	
  Section 5.5.

  	
  Indemnification

  	
  12

  
	
  Section 5.6.

  	
  [Reserved]

  	
  13

  
	
  Section 5.7.

  	
  Cross-Collateralization

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI
  MISCELLANEOUS PROVISIONS

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
  Obligations of CNHCA

  	
  13

  
	
  Section 6.2.

  	
  Repurchase Events

  	
  13

  
	
  Section 6.3.

  	
  CNHCR Assignment of Repurchased
  Receivables

  	
  14

  
	
  Section 6.4.

  	
  Trust

  	
  14

  
	
  Section 6.5.

  	
  Amendment

  	
  14

  
	
  Section 6.6.

  	
  Accountants’ Letters

  	
  15

  
	
  Section 6.7.

  	
  Waivers

  	
  15

  
	
  Section 6.8.

  	
  Notices

  	
  15

  
	
  Section 6.9.

  	
  Costs and Expenses

  	
  15

  
	
  Section 6.10.

  	
  Representations of CNHCA and CNHCR

  	
  16

  
	
  Section 6.11.

  	
  Confidential Information

  	
  16

  
	
  Section 6.12.

  	
  Headings and Cross-References

  	
  16

  
	
  Section 6.13.

  	
  Governing Law

  	
  16

  
	
  Section 6.14.

  	
  Counterparts

  	
  16

  



 


i

















 


	
  Section 6.15.

  	
  Severability

  	
  16

  
	
  Section 6.16.

  	
  Information Requests

  	
  16

  



 


EXHIBITS


 


EXHIBIT A                      Form of CNHCA
Assignment


 


SCHEDULES


 


SCHEDULE
P                  Perfection
Representation and Warranties


 


ii

















 


PURCHASE
AGREEMENT (as amended or supplemented from time to time, this “Agreement”)
dated as of November 1, 2010, between CNH CAPITAL AMERICA LLC, a Delaware
limited liability company (“CNHCA”), and CNH CAPITAL RECEIVABLES LLC, a
Delaware limited liability company (“CNHCR”).


 


RECITALS


 


WHEREAS, CNHCA and CNHCR wish to set forth the terms
pursuant to which:  Contracts having an
aggregate Contract Value of approximately $243,281,119.42 and identified on
Schedule A to the CNHCA Assignment (the “Purchased Contracts”) as of the
Cutoff Date are to be sold by CNHCA to CNHCR on the date hereof; and


 


WHEREAS, CNHCR, as of the Cutoff Date, owned
Contracts previously purchased from CNHCA pursuant to an Amended and Restated
Receivables Purchase Agreement dated as of December 15, 2000 (as amended
from time to time, the “Liquidity Receivables Purchase Agreement”) between
CNHCA and CNHCR, having an aggregate Contract Value of approximately
$632,331,750.08 and identified on Schedule A to the Assignment (the “Owned
Contracts”, and together with the Purchased Contracts, the “Receivables”); and


 


WHEREAS, the Receivables will be transferred by
CNHCR, pursuant to the Sale and Servicing Agreement, to CNH Equipment Trust
2010-C (the “Trust”), which Trust will issue Certificates representing
non-assessable, fully paid, undivided beneficial interests in, and Notes
collateralized by, the Receivables and the other property of the Trust; and


 


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


 


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


 


ARTICLE I


 


CERTAIN
DEFINITIONS


 


Section 1.1.                     Definitions.  Capitalized terms used herein and not
otherwise defined herein are defined in Appendix A to the Indenture dated
as of the date hereof between CNH Equipment Trust 2010-C and The Bank of New
York Mellon Trust Company, N.A., as Indenture Trustee.


 


Section 1.2.                     Other Definitional Provisions.


 


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


 

















 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE II


 


CONVEYANCE OF RECEIVABLES


 


Section 2.1.                     Conveyance of Purchased Contracts.  In consideration of CNHCR’s payment of
$243,281,119.42 (the “Purchase Price”) in the manner set out in
Section 2.5(a), and the other consideration (including the terms and
covenants) contained herein, CNHCA does hereby sell, transfer, assign, set over
and otherwise convey to CNHCR, without recourse (subject to the obligations
herein), all of its right, title, interest in, to and under (collectively, the “CNHCA
Assets”):


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


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


 


Section 2.2.                     [Reserved].


 


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


 


3

















 


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


 


Section 2.5.                     Payment
of the Purchase Price.


 


(a)           Purchased Contracts.  The Purchase Price is payable in cash in an
amount of $243,281,119.42 on the Closing Date.


 


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


 


ARTICLE III


 


REPRESENTATIONS AND
WARRANTIES


 


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


 


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


 


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


 


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


 


4

















 


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


 


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


 


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


 


Section 3.2.                     Representations and Warranties of CNHCA.


 


(a)           CNHCA hereby represents and warrants to CNHCR as of the
date hereof and as of the Closing Date:


 


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


 


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


 


5

















 


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


 


(iv)          Binding Obligation.  This Agreement constitutes a legal, valid and
binding obligation of CNHCA enforceable against CNHCA in accordance with their
terms.


 


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


 


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


 


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


 


(i)            Characteristics of
Receivables.  Each Receivable
is a Retail Installment Contract and: 
(A) (1) (i) was originated in the United States of
America by a Dealer in connection with the retail sale of Financed Equipment in
the ordinary course of such Dealer’s business, and (ii) was purchased by
CNHCA from a Dealer and validly assigned by such Dealer to CNHCA in accordance
with its terms, except that some of the Receivables were purchased by NH Credit
from Dealers (after being originated as provided above), securitized in a
previous 


 


6

















 


CNH Equipment Trust and purchased by CNHCA through
the exercise of a clean-up call relating to that previous securitization or
(2) was originated in the United States of America by CNHCA in connection
with the financing or refinancing, as applicable, of Financed Equipment in the
ordinary course of CNHCA’s business, and in the case of the foregoing clauses (1) and
(2), was fully and properly executed by the parties thereto, (B) has
created a valid, subsisting and enforceable first priority security interest in
the Financed Equipment in favor of CNHCA except to the extent that such
security interest has been assigned by CNHCA to CNHCR, by CNHCR to the Issuing
Entity and by the Issuing Entity to the Indenture Trustee, (C) contains
customary and enforceable provisions such that the rights and remedies of the
holder thereof are adequate for realization against the collateral of the
benefits of the security, and (D) provides for fixed payments on a
periodic basis that fully amortize the Amount Financed by maturity and yield
interest at the Annual Percentage Rate.


 


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


 


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


 


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


 


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


 


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


 


7

















 


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


 


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


 


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


 


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


 


(xi)           No Default; Delinquency
Limitations.  No Receivable is
a non-performing Receivable or has a payment that is more than 90 days overdue
as of the Cutoff Date and, except for a payment default continuing for a period
of not more than 90 days, no default, breach, violation or event permitting
acceleration under the terms of any Receivable has occurred and is continuing;
and no continuing condition (other than a payment default continuing for a
period of not more than 90 days) that with notice or the lapse of time would
constitute such a default, breach, violation or event permitting acceleration
under the terms of any Receivable has arisen; and CNHCA has not waived any of
the foregoing.  Receivables that are
considered “delinquent” (as defined in Item 1101(d) of Regulation AB)
constitute less than 20% of the aggregate Statistical Contract Value of all of
the Trust’s Receivables as of the Cutoff Date.


 


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


 


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


 


8






 












 


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


 


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


 


(xvi)        Maturity of Receivables.  Each Receivable has a remaining term to
maturity of not more than 72 months; the weighted average remaining term of the
Receivables is approximately 53.37 months as of the Cutoff Date; the weighted
average original term of the Receivables, will not be greater than 58.65
months.


 


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


 


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


 


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


 


(xx)          Financing.  Receivables having an aggregate Statistical
Contract Value of approximately 50.97% of the Aggregate Statistical Contract
Value were secured by equipment that was new at the time the related Receivable
was originated; the remainder of the Receivables represent financing of used
equipment; Receivables having an aggregate Statistical Contract Value of
approximately 94.92% of the Aggregate Statistical Contract Value of the
Receivables, are attributable to financing of agricultural equipment; the
remainder of the Receivables are attributable to financing of construction
equipment.  Additionally, not more than
5.08% of the Aggregate Statistical Contract Value of the Receivables will
represent Contracts for the financing of construction equipment.


 


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


 


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


 


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


 


9

















 


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


 


(xxv)        Payment Frequency.  As of the Cutoff Date and as shown on the
books of CNHCA:  (A) Receivables
having an aggregate Statistical Contract Value equal to 72.31% of the Aggregate
Statistical Contract Value had annual scheduled payments, (B) Receivables
having an aggregate Statistical Contract Value equal to 2.66% of the Aggregate
Statistical Contract Value had semi-annual scheduled payments,
(C) Receivables having an aggregate Statistical Contract Value equal to
0.71% of the Aggregate Statistical Contract Value had quarterly scheduled
payments, (D) Receivables having an aggregate Statistical Contract Value
equal to 16.06% of the Aggregate Statistical Contract Value had monthly
scheduled payments, and (E) Receivables having an aggregate Statistical
Contract Value equal to 8.27% of the Aggregate Statistical Contract Value had
irregularly scheduled payments.


 


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


 


(xxvii)  No Consumer
Receivables.   None of the
Receivables is a consumer receivable.


 


ARTICLE IV


 


CONDITIONS


 


Section 4.1.                     Conditions
to Obligation of CNHCR.


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


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


 


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


 


(b)           [Reserved].


 


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


 


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


 


(b)           Receivables Purchase
Price.  On the Closing Date,
CNHCR shall have delivered to CNHCA the portion of the Purchase Price payable
on the Closing Date pursuant to Section 2.5.


 


ARTICLE V


 


COVENANTS OF CNHCA


 


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


 


Section 5.1.                     Protection
of Right, Title and Interest.


 


(a)           Filings.  CNHCA shall cause all financing statements
and continuation statements and any other necessary documents covering the
right, title and interest of CNHCR in 


 


11

















 


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


 


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


 


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


 


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


 


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


 


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


 


Section
5.5.                     Indemnification.  CNHCA shall indemnify, defend and hold
harmless CNHCR for any liability as a result of the failure of a Receivable to
be originated in compliance with all requirements of law and for any breach of
any of its representations and warranties contained herein.  These indemnity obligations shall be in
addition to any obligation that 


 


12

















 


CNHCA may otherwise have.  CNHCA shall indemnify, defend and hold
harmless CNHCR, the Issuing Entity, the Trustee and the Indenture Trustee (and
their respective officers, directors, employees and agents) from and against
any taxes that may at any time be asserted against such Person with respect to
the sale of the Purchased Contracts to CNHCR hereunder, the sale of the Owned
Contracts to CNHCR under the Liquidity Receivables Purchase Agreement or the
sale of the Receivables to the Issuing Entity by CNHCR or the issuance and
original sale of the Certificates and the Notes, including any sales, gross
receipts, general corporation, tangible personal property, privilege or license
taxes (but, in the case of CNHCR and the Issuing Entity, not including any
taxes asserted with respect to ownership of the Receivables or federal or other
income taxes arising out of the transactions contemplated by this Agreement)
and costs and expenses in defending against the same.


 


Section 5.6.                     [Reserved].


 


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


 


ARTICLE VI


 


MISCELLANEOUS PROVISIONS


 


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


 


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


 


13

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


This
Agreement may also be amended from time to time by CNHCA and CNHCR, with prior
written notice to the Rating Agencies, with the written consent of
(x) Noteholders holding Notes evidencing at least a majority of the Note
Balance and (y) the Certificateholders evidencing not less than 50% of the
beneficial interest in the Trust, for the purpose of adding any 


 


14

















 


provisions
to or changing in any manner or eliminating any of the provisions of this
Agreement or of modifying in any manner the rights of the Noteholders or the
Certificateholders; provided, however, that no such amendment
may:  (i) reduce the interest rate
or principal of any Note or Certificate, or delay the Class Final Scheduled
Maturity Date of any Note or (ii) reduce the aforesaid percentage of the
Notes and Certificates that are required to consent to any such amendment,
without the consent of the holders of all the outstanding Notes and
Certificates affected thereby.


 


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


 


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


 


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


 


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


 


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


 


15

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(signature pages follow)


 


16

















 


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


 


	
   

  	
  CNH
  CAPITAL RECEIVABLES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas N. Beckmann

  
	
   

  	
   

  	
  Name:  Thomas N. Beckmann

  
	
   

  	
   

  	
  Title:  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  CNH
  CAPITAL AMERICA LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Thomas N. Beckmann 

  
	
   

  	
   

  	
  Name:  Thomas N. Beckmann

  
	
   

  	
   

  	
  Title:  Assistant Treasurer

  



 


Purchase
Agreement


 

















EXHIBIT A

to Purchase Agreement


 


FORM OF

CNHCA ASSIGNMENT


 


For
value received, in accordance with and subject to the Purchase Agreement dated
as of November 1, 2010 (the “Purchase Agreement”), between the undersigned and
CNH Capital Receivables LLC (“CNHCR”), the undersigned does hereby sell,
assign, transfer, set over and otherwise convey unto CNHCR, without recourse,
all of its right, title, interest in, to and under:  (a) the Purchased Contracts and the
Owned Contracts (collectively, 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) any proceeds from recourse to Dealers with respect to the
Receivables, (e) any Financed Equipment that shall have secured the
Receivables and that shall have been acquired by or on behalf of CNHCR, and
(f) the proceeds of any and all of the foregoing.  The foregoing sale does not constitute and is
not intended to result in any assumption by CNHCR of any obligation of 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
CNHCA Assignment is made pursuant to and upon the representations, warranties
and agreements on the part of the undersigned contained in the Purchase
Agreement and is to be governed in all respects by the Purchase Agreement.


 


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


 


A-1

















 


IN
WITNESS WHEREOF, the undersigned has caused this CNHCA Assignment to be duly
executed as of [       ], 2010.


 


	
   

  	
  CNH
  CAPITAL AMERICA LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-2

















 


SCHEDULE A

to CNHCA Assignment


 


SCHEDULE OF PURCHASED CONTRACTS AND OWNED CONTRACTS

ATTACHED HERETO.


 


A-3

















EXHIBIT B

to Purchase Agreement


 


[RESERVED]


 


2

















 


Schedule P


 


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


 


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


 


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


 


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


 


5.             Priority. 
Other than the security interests granted to CNHCR pursuant to the Purchase
Agreement and the Liquidity Receivables Purchase Agreement, and any other
security interest which has been released or terminated, CNHCA has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of
the Receivables.  CNHCA has not authorized the filing of and is not aware
of any financing statements against CNHCA that include a description of
collateral covering the Receivables other than any financing statement (i)
relating to the security interests granted to CNHCR under the Purchase
Agreement and the Liquidity Receivables Purchase Agreement (ii) that has been
terminated or released the Receivables from such security interest, or (iii)
that has been granted pursuant to the terms of the Basic Documents.  None
of the tangible chattel paper that constitutes or evidences the Receivables has
any marks or notations indicating that they have pledged, assigned or otherwise
conveyed to any Person other than Indenture Trustee.