Exhibit 4.3


 




 


 





CNH EQUIPMENT TRUST 2004-A


 


 


SALE AND SERVICING AGREEMENT


 


 


among


 


 


CNH EQUIPMENT TRUST 2004-A,

as Issuer,


 


 


and


 


 


CNH CAPITAL RECEIVABLES INC.,

as Seller,


 


 


and


 


 


CASE CREDIT CORPORATION,

as Servicer.


 


 


Dated as of September 1, 2004




 


 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  1.1.

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  1.2.

  	
  Other
  Definitional Provisions

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  CONVEYANCE OF RECEIVABLES AND GRANT OF
  SECURITY INTEREST IN THE BACKUP SERVICER ACCOUNT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  2.1.

  	
  Conveyance
  of Initial Receivables

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  2.2.

  	
  Conveyance
  of Subsequent Receivables

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  III

  	
  THE
  RECEIVABLES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  3.1.

  	
  Representations
  and Warranties of Seller

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  3.2.

  	
  Repurchase
  upon Breach

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  3.3.

  	
  Custody
  of Receivable Files

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  3.4.

  	
  Duties
  of Servicer as Custodian

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  3.5.

  	
  Instructions;
  Authority To Act

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  3.6.

  	
  Custodian’s
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  3.7.

  	
  Effective
  Period and Termination

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  ADMINISTRATION AND SERVICING OF RECEIVABLES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  4.1.

  	
  Duties
  of Servicer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  4.2.

  	
  Collection
  and Allocation of Receivable Payments

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  4.3.

  	
  Realization
  upon Receivables

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  4.4.

  	
  Maintenance
  of Security Interests in Financed Equipment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  4.5.

  	
  Covenants
  of Servicer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  4.6.

  	
  Purchase
  of Receivables upon Breach

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  4.7.

  	
  Servicing
  Fee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  4.8.

  	
  Servicer’s
  Certificate

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  4.9.

  	
  Annual
  Statement as to Compliance; Notice of Default

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  4.10.

  	
  Annual
  Independent Certified Public Accountants’ Report

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  4.11.

  	
  Access
  to Certain Documentation and Information Regarding Receivables

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  4.12.

  	
  Servicer
  Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  4.13.

  	
  Appointment
  of Subservicer

  	
   

  



 


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  ARTICLE V

  	
  DISTRIBUTIONS: SPREAD ACCOUNT;  STATEMENTS TO CERTIFICATEHOLDERS AND
  NOTEHOLDERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  5.1.

  	
  Establishment
  of Trust Accounts and the Backup Servicer Account

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  5.2.

  	
  Interest
  Rate Swap Agreements

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  5.3.

  	
  Collections

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  5.4.

  	
  Application
  of Collections

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  5.5.

  	
  Additional
  Deposits

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  5.6.

  	
  Distributions

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  5.7.

  	
  Spread
  Account

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  5.8.

  	
  Pre-Funding
  Account

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  5.9.

  	
  Negative
  Carry Account

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  5.10.

  	
  Principal
  Supplement Account

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  5.11.

  	
  Statements
  to Certificateholders and Noteholders

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  5.12.

  	
  Net
  Deposits

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  5.13.

  	
  Backup
  Servicer Account

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  THE SELLER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  6.1.

  	
  Representations
  of Seller

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  6.2.

  	
  Corporate
  Existence

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  6.3.

  	
  Liability
  of Seller; Indemnities

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  6.4.

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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  6.5.

  	
  Limitation
  on Liability of Seller and Others

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  6.6.

  	
  Seller
  May Own Certificates or Notes

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  THE
  SERVICER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  7.1.

  	
  Representations
  of Servicer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  7.2.

  	
  Indemnities
  of Servicer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  7.3.

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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  7.4.

  	
  Limitation
  on Liability of Servicer and Others

  	
   

  



 


ii

















 


	
   

  	
  SECTION
  7.5.

  	
  Case
  Credit Not to Resign as Servicer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  7.6.

  	
  Servicer
  to Act as Administrator

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VIII

  	
  DEFAULT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  8.1.

  	
  Servicer
  Default

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  8.2.

  	
  Appointment
  of Successor Servicer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  8.3.

  	
  Notification
  to Noteholders and Certificateholders

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  8.4.

  	
  Waiver
  of Past Defaults

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  IX

  	
  TERMINATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  9.1.

  	
  Optional
  Purchase of All Receivables

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  X

  	
  MISCELLANEOUS
  PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  10.1.

  	
  Amendment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  10.2.

  	
  Protection
  of Title to Trust

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  10.3.

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  10.4.

  	
  Assignment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  10.5.

  	
  Limitations
  on Rights of Others

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  10.6.

  	
  Severability

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  10.7.

  	
  Separate
  Counterparts

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  10.8.

  	
  Headings

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  10.9.

  	
  Governing
  Law

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  10.10.

  	
  Assignment
  to Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  10.11.

  	
  Nonpetition
  Covenants

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  10.12.

  	
  Limitation
  of Liability of Trustee and Indenture Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  10.13.

  	
  Conditions
  Precedent to Other Financing Transactions

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION
  10.14.

  	
  Information
  Requests

  	
   

  



 


iii

















 


	
  EXHIBITS

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT
  A

  	
  Form
  of Noteholder’s Statement Pursuant to Section 5.10(a)

  	
   

  
	
  EXHIBIT
  B

  	
  Form
  of Certificateholder’s Statement Pursuant to Section 5.10(a)

  	
   

  
	
  EXHIBIT
  C

  	
  Form
  of Servicer’s Certificate

  	
   

  
	
  EXHIBIT
  D

  	
  Form
  of Assignment

  	
   

  
	
  EXHIBIT
  E

  	
  Form
  of Subsequent Transfer Assignment

  	
   

  
	
  EXHIBIT
  F

  	
  Form
  of Accountants’ Letter in Connection with Subsequent Transfer Assignment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT G

  	
  Form of
  Initial Interest Rate Swap Agreement

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULES

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE
  P

  	
  Perfection
  Representations & Warranties

  	
   

  



 


iv

















 


SALE AND SERVICING AGREEMENT
(as amended or otherwise modified, this “Agreement”) dated as of September 1, 2004
among CNH EQUIPMENT TRUST 2004-A, a Delaware statutory trust (the “Issuer”), CNH CAPITAL RECEIVABLES INC., a Delaware corporation, and
its successors (the “Seller”), and CASE CREDIT CORPORATION, a
Delaware corporation, and its successors (the “Servicer”).


 


RECITALS


 


WHEREAS,
the Issuer desires to purchase a portfolio of Contracts purchased or originated
by Case Credit Corporation (“Case Credit”) or New Holland Credit Company, LLC
(“NH Credit”), in the ordinary course of business and sold to the Seller on a
monthly basis pursuant to the Liquidity Receivables Purchase Agreements and/or
the Purchase Agreements;


 


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


 


WHEREAS,
Case 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 CNH Equipment Trust 2004-A and JPMorgan Chase Bank.


 


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


 


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


 

















 


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


 


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


 


ARTICLE II


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


 


SECTION 2.1.  Conveyance
of Initial Receivables. 
(A) In consideration of the Issuer’s delivery to or upon the order of
the Seller on the Closing Date of the net proceeds from the sale of the Notes
and the Certificates 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 Issuer, without recourse
(subject to the obligations herein), all of its right, title and interest in,
to and under the following (collectively, the “Initial
Assets”):


 


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


 


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


 


(c)  any proceeds with respect to the Initial
Receivables from claims on insurance policies covering Financed Equipment or
Obligors;


 


(d)  the Liquidity Receivables Purchase
Agreements (only with respect to Case Owned Contracts or NH Owned Contracts
included in the Initial Receivables) and the Purchase Agreements, including the
right of the Seller to cause Case Credit or NH Credit, as the case may be, to
repurchase Initial Receivables from the Seller under the circumstances
described therein;


 


(e)  any proceeds from recourse to Dealers with
respect to the Initial Receivables other than any interest in the Dealers’
reserve accounts maintained with Case Credit or with NH Credit;


 


2

















 


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


 


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


 


(h)  any True Lease Equipment that is subject to
any Initial Receivable; and


 


(i)  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”). The Purchase Price for the
Initial Receivables shall equal $1,168,990,387.34.


 


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


 


SECTION 2.2.  Conveyance
of Subsequent Receivables. 
(a)  Subject to the conditions
set forth in clause
(b) below and the proviso set forth in clause (c) below, in consideration
of the Trustee’s delivery on the related Subsequent Transfer Date to or upon
the order of the Seller of the amount described in Section 5.7(a) to be delivered to
the Seller, the Seller does hereby sell, transfer, assign, set over and
otherwise convey to the Issuer, without recourse (subject to the obligations
herein), all of its right, title and interest in, to and under (collectively,
the “Subsequent
Assets”; and
together with the Initial Assets, the “CNHCR
Assets”):


 


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


 


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


 


3

















 


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


 


(iv)  the Liquidity Receivables Purchase
Agreements (only with respect to Subsequent Receivables purchased by the Seller
pursuant to those Agreements) and the Purchase Agreements, including the right
of the Seller to cause Case Credit or NH Credit, as the case may be, to
repurchase Subsequent Receivables from the Seller under the circumstances
described therein;


 


(v)  any proceeds with respect to such Subsequent
Receivables from recourse to Dealers other than any interest in the Dealers’
reserve accounts maintained with Case Credit or with NH Credit;


 


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


 


(vii)  any True Lease Equipment that is subject to
any Subsequent Receivable; and


 


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


 


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


 


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


 


(ii)  the Seller shall, to the extent required by Section 5.2,
have deposited in the Collection Account all collections in respect of the
Subsequent Receivables;


 


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


 


4

















 


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


 


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


 


(vi)  the Receivables in the Trust, including the
Subsequent Receivables to be conveyed to the Trust on such Subsequent Transfer
Date, shall meet the following criteria: (A) each of the Receivables is a Retail
Installment Contract, (B) the weighted average original term of the Receivables
in the Trust will not be greater than 55 months, and (C) not more than 35%
of the aggregate Contract Value of the Receivables in the Trust will represent
Contracts for the financing of construction equipment,  (D) each Receivable has a remaining term
to maturity of not more than 72 months, (E) each Receivable has a Statistical
Contract Value as of the applicable Cutoff Date that (when combined with the
Statistical Contract Value of any other Receivables with the same or an
affiliated Obligor) does not exceed 1% of the aggregate Statistical Contract
Value of all the Receivables and (F) none of the Receivables in the Trust will
represent Contracts originated through Case Credit’s Soris financing program;


 


(vii)  the Funding Period shall not have
terminated;


 


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


 


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


 


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


 


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


 


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


 


5

















 


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


 


(xiv)  [intentionally
omitted]


 


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


 


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


 


(xvii)  Moody’s shall have received written
notification from the Seller of the addition of all such Subsequent
Receivables.


 


(c)  The Seller
covenants to transfer to the Issuer pursuant to clause (a) Subsequent Receivables
with an aggregate Contract Value approximately equal to $331,009,612.66  subject only to availability
thereof.


 


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 Issuer is deemed to have relied in acquiring the Receivables.
Such representations and warranties speak as of the execution and delivery of
this Agreement and as of the Closing Date, in the case of the Initial
Receivables, and as of the applicable Subsequent Transfer Date, in the case of
the Subsequent Receivables, but shall survive the sale, transfer and assignment
of the Receivables to the Issuer 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 Issuer 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


 


6

















 


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 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 Issuer a security interest in
all of Seller’s right, title and interest in and to the CNHCR Assets.  Such security interest shall secure all of
Seller’s obligations (monetary or otherwise) under this Agreement and the other
Basic Documents to which it is a party, whether now or hereafter existing or
arising, due or to become due, direct or indirect, absolute or contingent.  The Seller shall have, with respect to the
property described in Section
2.1 and Section
2.2, and in addition to all the other rights and remedies available
to Seller under this Agreement and applicable law, all the rights and remedies
of a secured party under any applicable UCC, and this Agreement shall
constitute a security agreement under applicable law.


 


(b)  All
Filings Made. All filings (including UCC filings) necessary in any
jurisdiction to give the Issuer a first priority perfected ownership interest
in the Receivables, and to give the Indenture Trustee a first priority
perfected security interest therein, have been made.


 


(c)  Perfection
Representation. 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,
Case Credit’s representations and warranties made pursuant to Section 3.2(b) of
the Case Liquidity Receivables Purchase Agreement or NH Credit’s
representations and warranties made pursuant to Section 3.2(b) of the NH
Liquidity Receivables Purchase Agreement, Case Credit’s representations and
warranties made pursuant to Section 3.2(b) of the Case Purchase Agreement or NH
Credit’s representations and warranties made pursuant to Section 3.2(b) of the
NH Purchase Agreement.  Unless any such
breach 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
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 Case Credit under the
Case Liquidity Receivables Purchase Agreement, of NH Credit under the NH
Liquidity Receivables Purchase Agreement, of Case Credit under the Case
Purchase Agreement or of NH Credit under the NH 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 5.4;


 


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provided,
however, that the obligation of the Seller to repurchase any
Receivable arising solely as a result of a breach of Case Credit’s
representations and warranties pursuant to Section 3.2(b) of the Case Liquidity
Receivables Purchase Agreement, of NH Credit’s representations and warranties
pursuant to Section 3.2(b) of the NH Liquidity Receivables Purchase Agreement,
of Case Credit’s representations and warranties pursuant to Section 3.2(b) of
the Case Purchase Agreement or NH Credit’s representations and warranties
pursuant to Section 3.2(b) of the NH Purchase Agreement is subject to the
receipt by the Seller of the Purchase Amount from Case Credit or NH Credit, as
applicable.  Subject to the provisions
of Section 6.3,
the sole remedy of the Issuer, 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 Case Credit’s or NH Credit’s obligation to the Seller to
repurchase such Receivables pursuant to the Case Liquidity Receivables Purchase
Agreement, NH Liquidity Receivables Purchase Agreement, the Case Purchase
Agreement or the NH Purchase Agreement, as applicable.


 


(b)  With
respect to all Receivables repurchased by the Seller pursuant to this
Agreement, the Issuer shall sell, transfer, assign, set over and otherwise
convey to the Seller, without recourse, representation or warranty, all of the
Issuer’s right, title and interest in, to and under such Receivables, and all security
and documents relating thereto.


 


SECTION 3.3.  Custody
of Receivable Files.  To
assure uniform quality in servicing the Receivables and to reduce
administrative costs, the Issuer hereby revocably appoints the Servicer, and
the Servicer hereby accepts such appointment, to act for the benefit of the
Issuer 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 Issuer (or, in the case of the Subsequent
Receivables, will as of the applicable Subsequent Transfer Date be
constructively delivered to the Indenture Trustee, as pledgee of the Issuer)
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, in accordance with its customary procedures,
evidencing the security interest of Case Credit or, in the case of a NH
Receivable, NH Credit in the Financed Equipment; and


 


8

















 


(d)  any and all other documents that the
Servicer or the Seller or, in the case of NH Receivables, NH Credit 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
Issuer and the Indenture Trustee and maintain such accurate and complete
accounts, records and computer systems pertaining to each Receivable File as
shall enable the Issuer 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 itself 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 Issuer, 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 Issuer or
the Indenture Trustee to verify the accuracy of the Servicer’s record keeping.
The Servicer shall promptly report to the Issuer and the Indenture Trustee any
failure on its part, or its Affiliate’s part, to hold the Receivable Files and
maintain its accounts, records and computer systems as herein provided and
promptly take appropriate action to remedy any such failure. Nothing herein
shall be deemed to require an initial review or any periodic review by the
Issuer, 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. The Servicer shall make
available for inspection by the Seller, the Issuer 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 Issuer 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,


 


9

















 


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


 


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


 


ARTICLE IV


Administration and
Servicing of Receivables


 


SECTION 4.1.  Duties
of Servicer.  The
Servicer, for the benefit of the Issuer, 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 exercises with respect to all comparable equipment
receivables that it services for itself 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 to Obligors, reporting tax information to Obligors, accounting for
collections


 


10

















 


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 customary
standards, policies and procedures in performing its duties as Servicer.  Notwithstanding anything herein to the
contrary, it is understood and agreed that, subject to Section 4.2, in servicing the NH
Receivables the Servicer shall follow NH Credit’s customary standards, policies
and procedures in performing its duties as Servicer with respect to the NH Receivables.


 


Without limiting the
generality of the foregoing, the Servicer is authorized and empowered to
execute and deliver, on behalf of itself, the Issuer, 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 Issuer
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 expense and direction, 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 such collection procedures as it (or, with respect to a NH
Receivable, NH Credit) follows with respect to all comparable equipment
receivables that it services for itself or others.  The Servicer shall allocate collections between principal and
interest in accordance with the customary servicing procedures it follows with
respect to all comparable equipment receivables that it (or, with respect to a
NH Receivable, NH Credit)  services for
itself or others.  The Servicer may
grant extensions or adjustments on a Receivable; provided, however, that if the
Servicer extends the date for final payment by the Obligor of any Receivable
beyond the Final Scheduled Maturity Date, it shall promptly purchase the
Receivable from the Issuer in accordance with Section 4.6.  The Servicer may, in its discretion, waive
any late payment charge or any other fees (other than extension fees or any
other fees that represent interest charges on deferred Scheduled Payments) that
may be collected in the ordinary course of servicing a Receivable.  The Servicer shall not agree to any decrease
of the interest rate on any Receivable or reduce the aggregate amount of the
Scheduled Payments due on any Receivable.


 


SECTION 4.3.  Realization
upon Receivables.  For
the benefit of the Issuer and the Indenture Trustee, the Servicer shall use
reasonable efforts, consistent with its customary servicing procedures, to
repossess or otherwise convert the ownership of the Financed


 


11

















 


Equipment securing
any Receivable as to which the Servicer shall have determined eventual payment
in full is unlikely. The Servicer shall follow such customary and usual practices
and procedures as it shall deem necessary or advisable in its servicing of
equipment receivables, which may include reasonable efforts to realize upon any
recourse to Dealers and selling the Financed Equipment at public or private
sale. The foregoing shall be subject to the provision that, in any case in
which the Financed Equipment shall have suffered damage, the Servicer shall not
expend funds in connection with the repair or the repossession of such Financed
Equipment unless it shall determine in its discretion that such repair and/or
repossession will increase the Liquidation Proceeds by an amount greater than
the amount of such expenses.


 


SECTION 4.4.  Maintenance
of Security Interests in Financed Equipment.  The Servicer shall, in accordance with its
customary servicing procedures, take such steps as are necessary to maintain
perfection of the security interest created by each Receivable in the related
Financed Equipment. The Servicer is hereby authorized to take such steps as are
necessary to re-perfect such security interest for the benefit of the Issuer
and the Indenture Trustee in the event of the relocation of any Financed
Equipment, any change to the UCC or for any other reason.


 


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, nor
shall the Servicer impair the rights of the Issuer, the Indenture Trustee, the
Certificateholders or the Noteholders in such Receivables. The Servicer shall,
in accordance with its customary servicing procedures, require that each
Obligor shall have obtained physical damage insurance covering the Financed
Equipment as of the execution of the Receivable.


 


SECTION 4.6.  Purchase
of Receivables upon Breach. 
The Servicer or the Trustee shall inform the other party, the Indenture
Trustee, the Seller, NH Credit and Case Credit promptly, in writing, upon the
discovery of any breach pursuant to Section 4.2, 4.4 or 4.5.  Unless the
breach shall have been cured by the last day of the Collection Period in which
such breach is discovered, the Servicer shall purchase any Receivable
materially and adversely affected by such breach as of such last day.  If the Servicer takes any action during any
Collection Period pursuant to Section 4.2 that impairs the rights of the Issuer, the
Indenture Trustee, the Certificateholders or the Noteholders in any Receivable
or as otherwise provided in Section 4.2, the Servicer shall purchase such 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 the Purchase Amount in the manner specified in Section 5.4.  Subject to Section 7.2, the sole remedy of
the Issuer, the Trustee, the Indenture Trustee, the Certificateholders or the
Noteholders with respect to a breach pursuant to Section 4.2, 4.4 or 4.5 shall be to
require the Servicer to purchase 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.


 


12

















 


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.


 


SECTION 4.8.  Servicer’s
Certificate.  On each
Determination Date the Servicer shall deliver to the Trustee, the Indenture
Trustee and the Seller, with a copy to the Rating Agencies, a Servicer’s
Certificate containing all information necessary to make the distributions
pursuant to Sections
5.5 and 5.6
and the deposits to the Collection Account pursuant to Section 5.2 for
the Collection Period preceding the date of such Servicer’s Certificate.  Receivables to be repurchased by the Seller
or purchased by the Servicer shall be identified by the Servicer by account
number with respect to such Receivable (as specified in the schedule of
Receivables delivered on the Closing Date or attached to the applicable
Subsequent Transfer Assignment).


 


SECTION 4.9.  Annual
Statement as to Compliance; Notice of Default.  (a) 
The Servicer shall deliver to the Trustee and the Indenture Trustee, on
or before April 30th of each year, an Officers’ Certificate, dated as of
December 31 of the preceding year, stating that: (i) a review of the activities
of the Servicer during the preceding 12-month period (or, in the case of the
first such certificate, from the Initial Cutoff Date to December 31, 2004) and
of its performance under this Agreement has been made under such officers’
supervision and (ii) to the best of such officers’ knowledge, based on such
review, the Servicer has fulfilled all its obligations under this Agreement
throughout such year or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officers and the
nature and status thereof.  The
Indenture Trustee shall send a copy of such Certificate and the report referred
to in Section 4.10
to the Rating Agencies. A copy of such Certificate and report may be obtained
by any Certificateholder or Noteholder by a request in writing to the Trustee
addressed to the Corporate Trust Office. Upon the written request of the
Trustee, the Indenture Trustee will promptly furnish the Trustee a list of
Noteholders as of the date specified by the Trustee.


 


(b)  The
Servicer shall deliver to the Trustee, the Indenture Trustee, each Counterparty
and the Rating Agencies, promptly after having obtained knowledge thereof, but
in no event later than five Business Days thereafter, written notice in an
Officers’ 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
Trustee, the Indenture Trustee and the Rating Agencies on or before April 30 of
each year a report, addressed to the Board of Directors of the Servicer,
summarizing the results of certain procedures with respect to certain documents
and records relating to the servicing of the Receivables during the preceding
calendar year (or, in the case of the first such report, during the period from
the Initial Cutoff Date to December 31, 2004). The procedures to be performed
and reported upon by the independent public accountants shall be those agreed
to by the Servicer.


 


13

















 


The certification
required by this paragraph may be replaced, at the Servicer’s option, by any
similar 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.


 


SECTION 4.11.  Access
to Certain Documentation and Information Regarding Receivables.  The Servicer shall provide to the Trustee
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 respective offices of the Servicer (or, in the case of the NH
Receivables, NH Credit).  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 replacement servicer to assume servicing responsibilities,
including current mailing address and telephone number, current balance,
payment schedule and past due status of each obligor (such request not to be
made more frequently than one per month). 
Nothing in this Section shall affect the obligation of the Servicer to
observe any applicable law prohibiting disclosure of information regarding the
Obligors, and the failure of the Servicer to provide access to information as a
result of such obligation shall not constitute a breach of this Section.


 


SECTION 4.12.  Servicer
Expenses.  The Servicer
shall be required to pay all expenses incurred by it in connection with its
activities hereunder, including fees and disbursements of independent
accountants, taxes imposed on the Servicer and expenses incurred in connection
with distributions and reports to Certificateholders and the Noteholders. All
reasonable costs and expenses (including attorneys’ fees) incurred in
connection with the engagement of a Backup Servicer (including obtaining a
Backup Servicer to replace SST as Backup Servicer), including any engagement
fees, travel expenses or due diligence costs (such fees, expenses and costs,
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


 


14

















 


Expenses exceed
the amount on deposit in the Backup Servicer Account (any such shortfall, a “Backup Servicer Account Shortfall Amount”),
the Servicer 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.


 


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 NH
Credit, as subservicer, with respect to the NH Receivables); and provided further, that the Servicer
shall remain obligated and be liable to the Issuer, 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 the subservicer shall be as agreed
between the Servicer and its subservicer from time to time and none of the
Issuer, the Trustee, the Indenture Trustee, the Certificateholders or the
Noteholders shall have any responsibility therefor.


 


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, each Counterparty 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, each Counterparty and the
Certificateholders.


 


(ii)  The Servicer, for the benefit of the
Noteholders and each Counterparty, 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 and each Counterparty, 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.


 


15

















 


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


 


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


 


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


 


(vii)  The Servicer on behalf of the Seller, for
the benefit of the Indenture Trustee on behalf of the Noteholders, shall
establish and maintain in the name of the Seller, 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, provided, however that the Servicer shall not
be required to maintain such account (1) (a) 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, (b) Moody’s has provided written
confirmation that such reduction will not result in a downgrade or withdrawal
by Moody’s of its then current rating of any Notes, and (c) if SST is
terminated as Backup Servicer pursuant to Section 2.3 or Section 4.2 of the
Backup Servicing Agreement, or (2) SST has otherwise consented to that
reduction or elimination.  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.


 


16

















 


(b)  Funds on
deposit in the Collection Account, the Note Distribution Account, the Spread
Account, the Pre-Funding Account, the Negative Carry Account and the Principal
Supplement Account, (collectively, the “Trust
Accounts”) and the
Backup Servicer Account shall be invested or reinvested by the Indenture
Trustee in Eligible Investments selected by and as directed in writing by the
Servicer (which written direction may be in the form of standing instructions);
provided, however, it is
understood and agreed that the Indenture Trustee shall not be liable for the
selection of, or any loss arising from such investment in, Eligible
Investments. All such Eligible Investments shall be held or controlled by the
Indenture Trustee for the benefit of the Noteholders, the Counterparties and
the Certificateholders or the Noteholders and the Counterparties, 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. Other than as permitted by the Rating
Agencies, funds on deposit in the Trust Accounts and the Backup Servicer
Account shall be invested in Eligible Investments 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, the Counterparties and the Certificateholders or the
Noteholders and the Counterparties, as the case may be. The Indenture Trustee
shall possess or control all right, title and interest in all funds on deposit
from time to time in the Backup Servicer Account and in all proceeds thereof
(including all income thereon). The Backup Servicer Account shall be under the
sole dominion and control of the Indenture Trustee for the benefit of the
Noteholders. 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.


 


17

















 


(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.  Interest Rate Swap Agreements.  (a) 
The Issuer shall on or prior to the Closing Date enter into the Interest
Rate Swap Agreements with the Counterparties for the benefit of the Noteholders
and Certificateholders, such that the aggregate notional amount under the
Interest Rate Swap Agreements shall, at any time, be equal to the Outstanding
Amount of the Class A-3a and Class A-4a Notes at such time.  Net Swap Receipts shall be deposited by the


 


18

















 


Indenture Trustee
into the Collection Account on the day received and shall constitute part of
the Total Distribution Amount.  On any
Payment Date when there shall be a Net Swap Payment, the Indenture Trustee
shall pay such Net Swap Payment from the Total Distribution Amount.


 


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


 


(c)  The
Servicer, when required under any Interest Rate Swap Agreement, shall cause the
Issuer to enter into a replacement Interest Rate Swap Agreement.


 


SECTION 5.3.  Collections.  The Servicer shall, and shall cause any
subservicer to,  remit within two
Business Days of receipt thereof 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. Notwithstanding the
foregoing, for so long as: (i) Case Credit remains the Servicer, (ii) no
Servicer Default shall have occurred and be continuing and (iii) prior to
ceasing daily remittances, 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.


 


SECTION 5.4.  Application
of Collections.  (a)  With respect to each Receivable, all
collections for the Collection Period shall be applied to the related Scheduled
Payment.


 


(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 daily deposits pursuant
to Section 5.2,
in which case such deposits shall be made on the Transfer Date following the
related Collection Period.


 


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.


 


19

















 


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


 


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


 


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


 


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


 


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


 


(vi)  to the Note Distribution Account, the Class
Principal Distributable Amount for each Class of Class A Notes;


 


(vii)  to the Note Distribution Account, the Class
B Noteholders’ Monthly Principal Distributable Amount;


 


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


 


(ix)  to the Certificate Distribution Account, the
Certificateholders’ Interest Distributable Amount;


 


(x)  to the Certificate Distribution Account, the
Certificateholders’ Monthly Principal Distributable Amount; and


 


(xi)  to the Seller, the remaining Total
Distribution Amount;


 


(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


 


20

















 


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 Class
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.


 


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


 


(b)  If the
amount on deposit in the Spread Account on any Payment Date (after giving
effect to all deposits or withdrawals therefrom on such Payment Date) is
greater than the Specified Spread Account Balance for such Payment Date, the
Servicer shall instruct the Indenture Trustee to distribute the amount of the
excess to the Seller (and its transferees and assignees in accordance with
their respective interests); provided,
that if, after giving effect to all payments made on the Notes on such Payment
Date, the sum of the Pool Balance and the Pre-Funded Amount as of the first day
of the Collection Period in which such Payment Date occurs is less than the sum
of the Note Balance and the Certificate 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 (g).  The Seller (and such transferees and
assignees) shall in no event be required to refund any amounts properly
distributed pursuant to this Section 5.6(c).


 


21

















 


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


 


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


 


SECTION 5.8.  Pre-Funding
Account.  (a)  Subject to the proviso set forth in Section 5.1(a)(iv),
on the Closing Date, the Trustee will deposit, on behalf of the Seller, in the
Pre-Funding Account $331,009,612.66 from the net proceeds of the sale of the
Notes and the Certificates. On each Subsequent Transfer Date, the Servicer
shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account
an amount equal to: (i) the aggregate Contract Value of the Subsequent
Receivables transferred to the Issuer on such Subsequent Transfer Date less the amounts described in clause (ii) and clause (iii) below,
and distribute such amount to or upon the order of the Seller upon satisfaction
of the conditions set forth in Section 2.2(b) with respect to such transfer, (ii) the
Spread Account Initial Deposit for such Subsequent Transfer Date and, on behalf
of the Seller, deposit such amount in the Spread Account and (iii) the
Principal Supplement Account Deposit for such Subsequent Transfer Date, and, on
behalf of the Seller, deposit such amount in the Principal Supplement Account.


 


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


 


SECTION 5.9.  Negative
Carry Account.  Subject
to the proviso set forth in Section 5.1(a)(v), on the Closing Date, the Seller shall
deposit the Negative Carry Account Initial Deposit into the Negative Carry
Account. On each Payment Date, the Servicer will instruct the


 


22

















 


Indenture Trustee
to withdraw from the Negative Carry Account and deposit into the Collection
Account an amount equal to the Negative Carry Amount for such Collection
Period. If the amount on deposit in the Negative Carry Account on any Payment
Date (after giving effect to the withdrawal therefrom of the Negative Carry
Amount for such Payment Date) is greater than the Required Negative Carry
Account Balance, the excess will be released to the Seller.


 


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


 


SECTION 5.11.  Statements
to Certificateholders and Noteholders.  (a)  On each Determination
Date the Servicer shall provide to the Indenture Trustee (with a copy to the
Rating Agencies), for the Indenture Trustee to make available to each
Noteholder of record, and to the Trustee, for the Trustee to forward to each
Certificateholder of record, a statement substantially in the form of Exhibits A and B, respectively,
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 of each Class of Notes;


 


(iii)  the amount of the distribution allocable to
principal of the Certificates;


 


23

















 


(iv)  the amount of the distribution allocable to
interest on the Certificates;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(xvi)  the amount of Net Swap Payments or Net Swap
Receipts for such Payment Date, and


 


(xvii)  the amount of Swap Termination Payments paid
by the Issuer on such Payment Date.


 


24

















 


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


 


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 www.jpmorgan.com/absmbs


 


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 1-877-722-1095.  The Indenture Trustee shall have the right
to change the way the Statement to Noteholders is distributed in order to make
such distribution more convenient and/or more accessible to the above parties
and to the Noteholders.  The Indenture
Trustee shall provide timely and adequate notification to all above parties and
to the Noteholders regarding any such change.


 


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 systems, software or hardware utilized in
posting or retrieving any such information is 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 daily, 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.   On
the Closing Date, the Seller, or the Servicer on its behalf, shall deposit the
Backup Servicer Account Initial Deposit into the Backup Servicer Account. On
each Payment Date to the extent that any Backup Servicer Fees are then


 


25

















 


due and payable,
the Servicer will instruct the Indenture Trustee in writing to withdraw an
amount equal to such Backup Servicer Fees 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 Fees for such Payment
Date) is greater than the Backup Servicer Account Required Amount, the excess
will be released to the Seller. In addition, if the Servicer is obligated to replace
the Backup Servicer (due to SST no longer serving as Backup Servicer), the
amount on deposit in the Backup Servicer Account will also be made available to
the Servicer or the Indenture Trustee for expenses associated with obtaining a
replacement 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.


 


ARTICLE VI


The Seller


 


SECTION 6.1.  Representations
of Seller.  The Seller makes
the following representations on which the Issuer 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 Issuer 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 corporation in good standing under the laws of the State of
Delaware, with the corporate 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 corporate
power, authority and legal right to acquire, own and sell the Receivables.


 


(b)  Due Qualification.  The Seller is duly qualified to do business
as a foreign corporation 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.


 


(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 Issuer and has duly authorized such sale and
assignment to the Issuer by all necessary corporate action; and the execution,
delivery and performance of this Agreement have been, and the execution,
delivery and performance of each Subsequent Transfer Assignment have been


 


26

















 


or will be on
or before the related Subsequent Transfer Date, duly authorized by the Seller
by all necessary corporate action.


 


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


 


(e)  No Violation.  The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
certificate of incorporation or by-laws of the Seller, or any indenture,
agreement or other instrument to which the Seller is a party or by which it
shall be bound; or result in the creation or imposition of any Lien upon any of
its properties pursuant to the terms of any such indenture, agreement or other
instrument (other than the Basic Documents); or violate any law or, to the best
of the Seller’s knowledge, any order, rule or 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. There are no
proceedings or investigations pending or, to the Seller’s best knowledge,
threatened, before any court, regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Seller or its
properties: (i) asserting the invalidity of this Agreement, the Indenture or
any of the other Basic Documents, the Notes or the Certificates, (ii) seeking
to prevent the issuance of the Notes or the Certificates or the consummation of
any of the transactions contemplated by this Agreement, the Indenture or any of
the other Basic Documents, (iii) seeking any determination or ruling that could
reasonably be expected to materially and adversely affect the performance by
the Seller of its obligations under, or the validity or enforceability of, this
Agreement, the Indenture, any of the other Basic Documents, the Notes or the
Certificates or (iv) that might adversely affect the Federal or state income
tax attributes of the Notes or the Certificates.


 


SECTION 6.2.  Corporate
Existence.  (a) Except as
set forth in Section 6.2(c), during the term of this Agreement, the Seller will
keep in full force and effect its existence, rights and franchises as a
corporation under the laws of the jurisdiction of its incorporation 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.


 


27

















 


(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 corporate 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 corporate actions required by law to be
authorized by the Board of Directors, shall keep minutes of such meetings and
of meetings of its stockholder(s) and observe all other customary corporate
formalities (and any successor Seller not a corporation shall observe similar
procedures in accordance with its governing documents and applicable law);


 


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


 


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


 


(c) 
Notwithstanding anything herein or in the other Basic Documents to the
contrary, the Servicer and/or the Seller may convert from a Delaware corporation
to a Delaware limited liability company without the prior written consent of
any party, without satisfying the Rating Agency Condition (but with prior
written notice to such Rating Agencies), and without the need for entering into
any supplemental or additional documentation. 
Any references to the Servicer or the Seller as a corporation herein or
in any other Basic Document after any such conversion shall be references to
such entity as a limited liability company.


 


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 Issuer, 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 Issuer 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 the
Issuer, not including any taxes asserted with respect to ownership of the
Receivables or Federal or other income taxes


 


28

















 


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 Issuer, 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 Officers’ Certificate and an Opinion of Counsel each
stating that such consolidation, merger or succession and such agreement of
assumption comply with this Section and that all conditions precedent, if any,
provided for in this Agreement relating to such transaction have been complied
with, (iii) the Rating Agency Condition shall have been satisfied with respect
to such transaction and (iv) the Seller shall have delivered to the Trustee and
the Indenture Trustee an Opinion of Counsel either: (A) stating that, in the
opinion of such counsel, all financing statements, continuation statements and
amendments thereto have been executed and filed that are necessary fully to
preserve and protect the interest of the Trustee and Indenture Trustee,
respectively, in the Receivables and reciting the details of such filings, or
(B) stating that, in the opinion of such counsel, no such action shall be
necessary 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).


 


29

















 


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 Case Credit or NH Credit,
the Certificate of Incorporation of which contains restrictions substantially
similar to the restrictions contained in the Certificate of Incorporation of
the Seller and (B) has provided an Opinion of Counsel regarding substantive
consolidation of such Affiliate with Case Credit or NH Credit in the event of a
bankruptcy filing by Case Credit 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 Issuer is deemed to
have relied in acquiring the Receivables. 
The representations speak as of the execution and delivery of the
Agreement and as of the Closing Date, in the case of the Initial Receivables,
and as of the applicable Subsequent Transfer Date, in the case of the
Subsequent Receivables, and shall survive the sale of the Receivables to the
Issuer 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 corporation in good standing under the laws of the state of its
incorporation, with the corporate 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 acquire, own, sell and service the
Receivables and to hold the Receivable Files as custodian.


 


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(b)  Due Qualification.  The Servicer is duly qualified to do
business as a foreign corporation 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.


 


(c)  Power and Authority.  The Servicer has the corporate 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 corporate 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
articles of incorporation 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. There are no
proceedings or investigations pending, or, to the Servicer’s best knowledge,
threatened, before any court, regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Servicer or its
properties: (i) asserting the invalidity of this Agreement, the Indenture, any
of the other Basic Documents, the Notes or the Certificates, (ii) seeking to
prevent the issuance of the Notes or the Certificates or the consummation of
any of the transactions contemplated by this Agreement, the Indenture or any of
the other Basic Documents, (iii) seeking any determination or ruling that could
reasonably be expected to materially and adversely affect the performance by
the Servicer of its obligations under, or the validity or enforceability of,
this Agreement, the Indenture, any of the other Basic Documents, the Notes or
the Certificates or (iv) relating to the Servicer and that might adversely
affect the Federal or state income tax attributes of the Notes or the
Certificates.


 


(g)  No Insolvent Obligors. As of the
Initial Cutoff Date or, in the case of the Subsequent Receivables, as of the
related Subsequent Cutoff Date, no Obligor is shown on 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 Issuer, 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 Issuer, not
including any taxes asserted with respect to, and as of the date of, the sale
of the Receivables to the Issuer or the issuance and original sale of the
Certificates, the Notes, 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 Issuer’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.


 


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


 


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


 


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


 


For purposes of this
Section, in the event of the termination of the rights and obligations of the
Servicer pursuant to Section
8.1, or a resignation by the Servicer pursuant to this Agreement,
the Servicer shall be deemed to be the Servicer pending appointment of a
successor Servicer pursuant to Section 8.2.


 


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


 


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


 


33

















 


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 and each Counterparty shall have received at least ten days’
prior written notice of such transaction and (iv) the Servicer shall have
delivered to the Trustee and the Indenture Trustee an Opinion of Counsel
either: (A) stating that, in the opinion of such counsel, all financing
statements, continuation statements and amendments thereto have been executed
and filed that are necessary fully to preserve and protect the interest of the
Trustee and the Indenture Trustee, respectively, in the Receivables and
reciting the details of such filings, or (B) stating that, in the opinion of
such counsel, no such action shall be necessary to preserve and protect such
interests. Notwithstanding anything herein to the contrary, the execution of
the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) shall be
conditions to the consummation of the transactions referred to in clauses (a), (b) or (c).


 


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 Issuer,
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 other Basic Documents and the interests of the Certificateholders
under the Trust Agreement and the Noteholders under the Indenture.


 


SECTION 7.5.  Case
Credit Not to Resign as Servicer.  Subject to Section 7.3, Case 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, each Counterparty 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


 


34

















 


to the Trustee,
each Counterparty 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 Case 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.


 


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 Certificate Balance;


 


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


 


(d)  the failure by the Servicer to engage a
replacement Backup Servicer within one hundred and fifty 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


 


35

















 


Servicing
Agreement, in which case a Backup Servicer will no longer be required,
notwithstanding anything in the Basic Documents to the contrary; or


 


(e)  any failure by the Servicer to deliver to
the Indenture Trustee for deposit in the Backup Servicer Account, the Backup
Servicer Account Shortfall Amount, 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;


 


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 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.  On or after the receipt by the Servicer of
such written notice, all authority and power of the Servicer under this
Agreement, whether with respect to the Notes, the Certificates, the Receivables
or otherwise, shall, without further action, pass to and be vested in (a) the
Backup Servicer, or if no Backup Servicer is then engaged (b) the Indenture
Trustee or such successor Servicer as may be appointed under Section 8.2;
and, without limitation, the Indenture Trustee and the Trustee are hereby
authorized and empowered to execute and deliver, on behalf of the predecessor
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, 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 notice of the occurrence of
a Servicer Default, the Trustee shall give notice thereof to the Rating
Agencies and each Counterparty.


 


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


 


36

















 


Trustee, each
Counterparty 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, the Issuer shall
appoint the Backup Servicer as the successor hereunder or, if no Backup
Servicer is then engaged, the Issuer 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.  Neither the Indenture Trustee nor any other
successor Servicer shall be deemed to be in default hereunder due to any act or
omission of a predecessor Servicer, including but not limited to failure of
such predecessor Servicer to timely deliver to the Indenture Trustee any
required information pertaining to the Receivables, any funds required to be
deposited with the Indenture Trustee, or any breach of duty of such predecessor
Servicer to cooperate with a transfer of servicing as required hereunder.  Any successor Servicer shall from time to
time provide to Case Credit such information as Case Credit shall request with
respect to the Receivables and collections thereon.


 


(c)  Subject to
the last sentence of clause
(a), 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 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 servicer 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


 


37

















 


Trustee shall give
prompt written notice thereof to the Certificateholders and the Indenture
Trustee shall give prompt written notice thereof to the Noteholders, each
Counterparty and the Rating Agencies.


 


SECTION 8.4.  Waiver
of Past Defaults.  The
Noteholders of Notes evidencing not less than a majority of the Note Balance
(or the Holders of Certificates evidencing not less than a majority of the
Certificate Balance, in the case of any default that does not 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
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, the Servicer shall have the
option to purchase all of the Trust Estate, other than the Trust Accounts.  To exercise such option, the Servicer shall
deposit, pursuant to Section
5.4, in the Collection Account an amount equal to the aggregate
Purchase Amount for the Receivables plus
the appraised value of any such other property held by the Trust, such value to
be determined by an appraiser mutually agreed upon by the Servicer, the Trustee
and the Indenture Trustee, and shall succeed to all interests in, to and under
the Trust Estate, other than the Trust Accounts.


 


(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 on, 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 deposits (after the
application on such Payment Date of the Total Distribution Amount and funds on
deposit in the Spread Account pursuant to Sections 5.5 and 5.6) 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):


 


38

















 


(i)  first,
to the Note Distribution Account, any portion of the Class A Noteholders’ Class
Interest Amount and the Outstanding Amount of the Class A Notes (after giving
effect to the reduction resulting from the deposits made in the Note
Distribution Account on such Payment Date and on prior Payment Dates) not
otherwise deposited into the Note Distribution Account on such Payment Date;


 


(ii)  second,
to the Note Distribution Account, any portion of the Class B Noteholders’
Class Interest Amount and the Outstanding Amount of the Class B Notes (after
giving effect to the reduction resulting from the deposits made in the Note
Distribution Account on such Payment Date and on prior Payment Dates) not
otherwise deposited into the Note Distribution Account on such Payment Date;


 


(iii)  third,
to the Certificate Distribution Account, any portion of the Certificateholders’
Interest Distributable Amount not otherwise deposited in the Certificate
Distribution Account on such Payment Date; and


 


(iv)  fourth,
to the Certificate Distribution Account, the Certificate Balance (after giving
effect to the reduction resulting from the deposits made in the Certificate
Distribution Account on such Payment Date).


 


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. Any Sale Proceeds remaining after
the deposits described above shall be paid to the Seller.


 


(c)  As
described in Article IX of the Trust Agreement, notice of any termination of
the Trust shall be given by the Servicer to the Trustee and the Indenture
Trustee as soon as practicable after the Servicer has received notice
thereof.  In addition, the Servicer
shall give notice of termination of the Trust to each Counterparty.


 


(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.  The Agreement may be amended from time to
time by a written amendment duly executed and delivered by the Seller, the
Servicer and the Issuer, with


 


39

















 


the written
consent of the Indenture Trustee, but without the consent of any of the
Noteholders or the Certificateholders, to cure any ambiguity, to correct or
supplement any provisions in this Agreement, to modify, delete or add any
provision hereof relating to the rights and obligations of the Backup Servicer,
or for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions in this Agreement or of modifying in any
manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall
not, as evidenced by an Opinion of Counsel delivered to the Trustee and the
Indenture Trustee, adversely affect in any material respect the interests of
any Noteholder or Certificateholder.


 


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


 


This Agreement may also
be amended from time to time by the Seller, the Servicer and the Issuer, 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
the Certificates or (y) add credit enhancement for the benefit of any Class of
the Notes or the Certificates.


 


This Agreement may also
be amended from time to time by the Seller, the Servicer and the Issuer, with
the written consent of (a) the Indenture Trustee, (b) Noteholders holding Notes
evidencing not less than a majority of the Note Balance, and (c) the Holders of
Certificates evidencing not less than a majority of the Certificate Balance,
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)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on Receivables or distributions that shall
be required to be made for the benefit of the Noteholders or the
Certificateholders 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.


 


Promptly after the
execution of any such amendment or consent (or, in the case of the Rating
Agencies, 10 days prior thereto), the Trustee shall furnish written
notification of the substance of such amendment or consent to each
Certificateholder, the Indenture Trustee and 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.


 


40

















 


Prior to the execution of
any amendment to this Agreement, the Trustee and the Indenture Trustee shall be
entitled to receive and rely upon: (i) 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 and
(ii) the Opinion of Counsel referred to in Section 10.2(i)(1). 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, any term or provision of this Agreement may be amended
by the Seller, the Servicer and the Issuer without the consent of any of the
Noteholders, Certificateholders 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.


 


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 Issuer and the interests of the Indenture Trustee in
the Receivables, the other property sold hereunder and in the proceeds
thereof.  The Seller shall deliver (or
cause to be delivered) to the Trustee and the Indenture Trustee file-stamped
copies of, or filing receipts for, any document filed as provided above as soon
as available following such filing.  It
is understood and agreed, however, that no filings will be made to perfect any
security interest of the Issuer or the Indenture Trustee in the Seller’s
interests in True Lease Equipment.  The
Issuer 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 corporate
structure in any manner that would, could or might make any financing statement
or continuation statement filed in accordance with paragraph (a) seriously
misleading within the applicable provisions of the UCC, unless it shall have
given the Trustee and the Indenture Trustee at least five days’ prior written
notice thereof and shall have promptly filed 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 at least 60 days’ prior written notice of any relocation
of its principal executive office or its “location” as defined in Section 9-307
of the UCC 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


 


41

















 


shall promptly
file any such amendment. The Servicer shall at all times maintain each office
from which it shall service Receivables, and its principal executive office,
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 Issuer and the Indenture Trustee in such
Receivable and that such Receivable is owned by the Issuer and has been pledged
to JPMorgan Chase Bank, as Indenture Trustee. Indication of the Issuer’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.


 


(f)  If at any
time the Seller or the Servicer shall propose to sell, grant a security
interest in, or otherwise transfer any interest in equipment receivables to any
prospective purchaser, lender or other transferee, the Servicer shall give to
such prospective purchaser, lender or other transferee computer tapes, records
or printouts (including any restored from backup archives) that, if they shall
refer in any manner whatsoever to any Receivable, shall indicate clearly that
such Receivable has been sold and is owned by the Issuer and has been pledged
to the Indenture Trustee.


 


(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.


 


(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 and of each amendment hereto, an Opinion of Counsel
either: (A) stating that, in the opinion of such


 


42

















 


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


 


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


 


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


 


SECTION 10.3.  Notices.  All demands, notices, directions,
instructions and communications upon or to the Seller, the Servicer, the
Issuer, the Trustee, the Indenture Trustee or the Rating Agencies under this
Agreement shall be in writing, personally delivered or mailed by certified
mail, return receipt requested, and shall be deemed to have been duly given
upon receipt: (a) in the case of the Seller, to CNH Capital Receivables Inc.,
100 South Saunders Road, Lake Forest, Illinois 60045, Attention of: Treasurer
(telephone (847) 735-9200 and facsimile (847) 955-4943, (b) in the case of the Servicer, to Case
Credit Corporation, 233 Lake Avenue, Racine, Wisconsin 53403, Attention:
Treasurer (telephone (262) 636-6011 and facsimile (262) 636-6284), (c) in the
case of the Issuer or the Trustee, at its Corporate Trust Office, (d) in the
case of the Indenture Trustee, at its Corporate Trust Office, (e) in the case
of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department, 99
Church Street, New York, New York 10007, (f) in the case of Standard &
Poor’s, to Standard & Poor’s Ratings Services, a division of McGraw-Hill
Companies, Inc., 55 Water Street, New York, New York 10041, Attention of Asset
Backed Surveillance Department, (g) in the case of Fitch, to Fitch, Inc., 55
East Monroe Street, Suite 3500, Chicago, IL 60603, Attention:  ABS Monitoring – Equipment Loans; or, as to
each of the foregoing, at such other address as shall be designated by written
notice to the other parties and (g) in the case of any Counterparty, the
address set forth in Section 11.4(c)


 


43

















 


of the Indenture or at any
other address previously furnished in writing to the Issuer, the Servicer or
the Indenture Trustee by the applicable Counterparty.


 


SECTION 10.4.  Assignment.  Notwithstanding anything to the contrary
contained herein, except as provided in Sections 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.


 


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


 


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


 


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


 


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


 


SECTION 10.9.  Governing
Law.  This Agreement
shall be construed in accordance with the laws of the State of New York,
without reference to its conflict of law provisions, 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 Issuer to the Indenture
Trustee pursuant to the Indenture for the benefit of the Noteholders and each
Counterparty of all right, title and interest of the Issuer in, to and under
the Receivables and/or the assignment of any or all of the Issuer’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
Issuer.


 


44

















 


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 Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to
invoke the process of any court or governmental authority for the purpose of
commencing or sustaining a case against the Issuer 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
Issuer or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Issuer. 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 Issuer 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 The Bank of New York, not in its individual capacity
but solely in its capacity as Trustee of the Issuer, and in no event shall The
Bank of New York, in its individual capacity or, except as expressly provided
in the Trust Agreement, any beneficial owner of the Issuer have any liability
for the representations, warranties, covenants, agreements or other obligations
of the Issuer 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 Issuer.


 


(b) 
Notwithstanding anything contained herein to the contrary, this
Agreement has been accepted by JPMorgan Chase Bank, not in its individual
capacity but solely as Indenture Trustee, and in no event shall JPMorgan Chase
Bank have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer 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 Issuer.


 


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


 


45

















 


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 Issuer 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.


 


(signature page follows)


 


46

















 


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 2004-A

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  THE BANK OF NEW YORK,

  not its individual capacity but solely

  as Trustee of the Trust

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JAMES
  BOWDEN

  	
   

  
	
   

  	
   

  	
  Name: James
  P. Bowden

  
	
   

  	
   

  	
  Title:
  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CNH CAPITAL
  RECEIVABLES INC.,

  
	
   

  	
  as Seller

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRIAN
  O’KEANE

  	
   

  
	
   

  	
   

  	
  Name:  Brian O’Keane

  
	
   

  	
   

  	
  Title:  Assistant Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CASE CREDIT
  CORPORATION,

  
	
   

  	
  as Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BRIAN
  O’KEANE

  	
   

  
	
   

  	
   

  	
  Name:  Brian O’Keane

  
	
   

  	
   

  	
  Title:  Assistant Treasurer

  



 


Acknowledged and Accepted:


 


	
  JPMorgan
  Chase Bank,

  not in its individual capacity

  but solely as Indenture Trustee

  
	
   

  
	
  By:

  	
  /s/ KEITH RICHARDSON

  	
   

  
	
  Name:

  	
  Keith Richardson

  	
   

  
	
  Title:

  	
  Attorney-In-Fact

  	
   

  
					



 


Sale and Servicing Agreement


 


S-1

















 


EXHIBIT A


to Sale and Servicing Agreement


 


FORM OF NOTEHOLDER’S


STATEMENT PURSUANT TO SECTION 5.10(A)


 


Payment Date:
                            


 


	
  (i)

  	
  Amount of principal
  being paid on Notes:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A-1 Notes:

  	
                              

  	
  ($           per
  $1,000 original principal amount)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A-2 Notes:

  	
                              

  	
  ($          
  per $1,000 original principal amount)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A-3 aNotes:

  	
                              

  	
  ($          
  per $1,000 original principal amount)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A-3 bNotes:

  	
                              

  	
  ($          
  per $1,000 original principal amount)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A-4aNotes:

  	
                              

  	
  ($          
  per $1,000 original principal amount)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A-4b Notes:

  	
                              

  	
  ($          
  per $1,000 original principal amount)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Class B Notes:

  	
                              

  	
  ($          
  per $1,000 original principal amount)

  
	
   

  	
   

  	
   

  	
   

  
	
  (ii)

  	
  Amount of interest
  being paid on Notes:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A-1 Notes:

  	
                              

  	
  ($          
  per $1,000 original principal amount)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A-2 Notes:

  	
                              

  	
  ($          
  per $1,000 original principal amount)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A-3 aNotes:

  	
                              

  	
  ($          
  per $1,000 original principal amount)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A-3 bNotes:

  	
                              

  	
  ($          
  per $1,000 original principal amount)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A-4aNotes:

  	
                              

  	
  ($          
  per $1,000 original principal amount)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A-4b Notes:

  	
                              

  	
  ($          
  per $1,000 original principal amount)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Class B Notes:

  	
                              

  	
  ($          
  per $1,000 original principal amount)

  
	
   

  	
   

  	
   

  	
   

  
	
  (iii)

  	
  Pool Balance at end of
  the preceding Collection Period:
            

  
	
   

  	
   

  	
   

  	
   

  
	
  (iv)

  	
  After giving effect to
  distributions on this Payment Date:

  



 


A-1

















 


	
   

  	
  (a)

  	
  (1)

  	
  Outstanding
  Amount of A-1 Notes:
                

  	
   

  
	
   

  	
   

  	
  (2)

  	
  Outstanding
  Amount of A-2 Notes:
                

  	
   

  
	
   

  	
   

  	
  (3)

  	
  Outstanding
  Amount of A-3a Notes:
                

  	
   

  
	
   

  	
   

  	
  (4)

  	
  Outstanding
  Amount of A-3 bNotes:
                

  	
   

  
	
   

  	
   

  	
  (5)

  	
  Outstanding
  Amount of A-4aNotes:
                

  	
   

  
	
   

  	
   

  	
  (6)

  	
  Outstanding
  Amount of A-4 bNotes:
                

  	
   

  
	
   

  	
   

  	
  (7)

  	
  Outstanding
  Amount of Class B Notes:
                

  	
   

  
	
   

  	
   

  	
  (8)

  	
  A-1 Note
  Pool Factor:
                

  	
   

  
	
   

  	
   

  	
  (9)

  	
  A-2 Note
  Pool Factor:
                

  	
   

  
	
   

  	
   

  	
  (10)

  	
  A-3 a Note
  Pool Factor:
                

  	
   

  
	
   

  	
   

  	
  (11)

  	
  A-3b Note
  Pool Factor:
                

  	
   

  
	
   

  	
   

  	
  (12)

  	
  A-4a Note
  Pool Factor:
                

  	
   

  
	
   

  	
   

  	
  (13)

  	
  A-4b Note
  Pool Factor:
                

  	
   

  
	
   

  	
   

  	
  (14)

  	
  Class B Note
  Pool Factor:
                

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  (1)

  	
  Certificate
  Balance:
                

  	
   

  
	
   

  	
   

  	
  (2)

  	
  Certificate
  Pool Factor:
                

  	
   

  



 


(v)                                 Amount
of Servicing Fee:
          ($              
per $1,000 original principal amount)


 


(vi)                              Amount
of Administration Fee:
          ($            
per $1,000 original principal amount)


 


(vii)                           Aggregate
Amount of Realized Losses for the Collection Period:
                    


 


(viii)                        Aggregate
Purchase Amounts for the Collection Period: 
                    


 


(ix)                                Balance
of Spread Account:
                    


 


(x)                                   Pre-funded
Amount:
                    


 


(xi)                                Balance
of Principal Supplement
Account:                    


 


(xii)                             Balance
of Negative Carry Account:
                    


 


(xiii)                          Amount
of Net Swap Payments or Net Swap Receipts:
                    


 


(xiv)                         Amount
of Swap Termination Payments paid by the Issuer:
                    


 


A-2

















 


EXHIBIT B


to Sale and Servicing Agreement


 


FORM OF CERTIFICATEHOLDER’S


STATEMENT PURSUANT TO SECTION 5.10(A)


 


Payment Date:
                               


 


	
  (i)

  	
  Amount of
  principal being paid or distributed:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  (1)

  	
  A-1 Notes:
                     

  
	
   

  	
   

  	
  (2)

  	
  A-2 Notes:
                     

  
	
   

  	
   

  	
  (3)

  	
  A-3a Notes:
                     

  
	
   

  	
   

  	
  (4)

  	
  A-3 b Notes:
                     

  
	
   

  	
   

  	
  (5)

  	
  A-4a Notes:
                     

  
	
   

  	
   

  	
  (6)

  	
  A-4b Notes:
                     

  
	
   

  	
   

  	
  (7)

  	
  Class B
  Notes:
                     

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Certificates:
                     
  ($            
  per $1,000 original principal amount)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Total:
                     

  
	
   

  	
   

  	
   

  	
   

  
	
  (ii)

  	
  Amount of
  interest being paid or distributed:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  (1)

  	
  A-1 Notes:
                     

  
	
   

  	
   

  	
  (2)

  	
  A-2 Notes:
                     

  
	
   

  	
   

  	
  (3)

  	
  A-3a Notes:
                     

  
	
   

  	
   

  	
  (4)

  	
  A-3b Notes:
                     

  
	
   

  	
   

  	
  (5)

  	
  A-4a Notes:
                     

  
	
   

  	
   

  	
  (6)

  	
  A-4b Notes:
                     

  
	
   

  	
   

  	
  (7)

  	
  Class B
  Notes:
                     

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Certificates:
                     
  ($            
  per $1,000 original principal amount)

  
	
   

  	
  (c)

  	
  Total:
                     

  
	
   

  	
   

  	
   

  	
   

  
	
  (iii)

  	
  Pool Balance
  at end of the preceding Collection Period:
              

  
	
   

  	
   

  	
   

  	
   

  
	
  (iv)

  	
  After giving
  effect to distributions on this Payment Date:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  (1)

  	
  Outstanding
  Amount of A-1 Notes:
                     

  
	
   

  	
   

  	
  (2)

  	
  Outstanding
  Amount of A-2 Notes:
                     

  
	
   

  	
   

  	
  (3)

  	
  Outstanding
  Amount of A-3a Notes:
                     

  



 


B-1

















 


	
   

  	
   

  	
  (4)

  	
  Outstanding
  Amount of A-3b Notes:
                     

  
	
   

  	
   

  	
  (5)

  	
  Outstanding
  Amount of A-4a Notes:
                     

  
	
   

  	
   

  	
  (6)

  	
  Outstanding
  Amount of A-4b Notes:
                     

  
	
   

  	
   

  	
  (7)

  	
  Outstanding
  Amount of Class B Notes:
                     

  
	
   

  	
   

  	
  (8)

  	
  A-1 Note
  Pool Factor:
                     

  
	
   

  	
   

  	
  (9)

  	
  A-2 Note
  Pool Factor:                    

  
	
   

  	
   

  	
  (10)

  	
  A-3a Note
  Pool Factor:
                     

  
	
   

  	
   

  	
  (11)

  	
  A-3b Note
  Pool Factor:
                     

  
	
   

  	
   

  	
  (12)

  	
  A-4a Note
  Pool Factor:
                     

  
	
   

  	
   

  	
  (13)

  	
  A-4b Note
  Pool Factor:
                     

  
	
   

  	
   

  	
  (14)

  	
  Class B Note
  Pool Factor:                    

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  (1)

  	
  Certificate
  Balance:
                     

  
	
   

  	
   

  	
  (2)

  	
  Certificate
  Pool Factor:
                     

  



 


(v)                                 Amount
of Servicing Fee:
                 ($           
per $1,000 original principal amount)


 


(vi)                              Amount
of Administration Fee:
                 
($           per $1,000
original principal amount)


 


(vii)                           Aggregate
amount of Realized Losses for the Collection Period:
                  


 


(viii)                        Aggregate
Purchase Amounts for the Collection Period: 
                  


 


(ix)                                Balance
of Spread Account:
                  


 


(x)                                   Pre-Funded
Amount:                  


 


(xi)                                Balance
of Negative Carry Account:
                  


 


(xii)                             Amount
of Net Swap Payments or Net Swap Receipts:
                  


 


(xiii)                          Amount
of Swap Termination Payments paid by the Issuer:
                  


 


B-2

















 


EXHIBIT C


to Sale and Servicing Agreement


 


FORM OF SERVICER’S CERTIFICATE


 


The Bank of New York

101 Barclay Street, 8W 

New York, New York  10286

Attention:  Corporate Trust
Administration - Asset Backed Finance Unit


 


JPMorgan Chase Bank

4 New York Plaza, 6th Floor

New York, New York  10004

Attention:  Institutional Trust Services
Group


 


CNH Capital Receivables Inc.

100 South Saunders Road

Lake Forest, Illinois 60045

Attention:  Treasurer


 


Fitch, Inc.

55 East Monroe Street,

Suite 3500,

Chicago, Illinois 60603 

Attention:  ABS Monitoring – Equipment
Loans


 


Moody’s Investors Service, Inc.

ABS Monitoring Department

99 Church Street

New York, New York 10007


 


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

55 Water Street

New York, New York 10041

Attention:  Asset Backed Surveillance
Department


 


C-1

















 


Class A-1 Asset-Backed Notes


Class A-2 Asset-Backed Notes


Class A-3a Asset-Backed Notes


Class A-3b Asset-Backed Notes


Class A-4a Asset-Backed Notes


Class A-4b Asset-Backed Notes


Class B Asset-Backed Notes


Certificates


 


	
  Determination Date:

  	
   

  	
      -     -      

  



 


DISTRIBUTIONS


 


	
  (1)

  	
  Total Distribution
  Amount

  	
  $                 

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  Servicing Fee

  	
  $                 

  
	
   

  	
   

  	
   

  
	
  (3)

  	
  Administration
  Fee

  	
  $                 

  
	
   

  	
   

  	
   

  
	
  (4)

  	
  Net Swap
  Payments

  	
  $                 

  
	
   

  	
   

  	
   

  
	
  (5)

  	
  Swap
  Termination Payments payable by the Issuer

  	
  $                 

  
	
   

  	
   

  	
   

  
	
  (6)

  	
  Class A
  Noteholder’s Class Interest Amount:

  	
  $                 

  
	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Interest on
  Class A Notes
  ($                          )

  	
   

  
	
   

  	
  •

  	
  Class A
  Noteholder’s Class Interest Shortfall, if any
  ($                 )

  	
   

  
	
   

  	
   

  	
   

  
	
  (7)

  	
  Class B
  Noteholders’ Class Interest Amount

  	
  $                 

  
	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Interest on
  Class B Notes
  ($                 )

  	
   

  
	
   

  	
  •

  	
  Class B
  Noteholders’ Class Interest Shortfall
  ($                 )

  	
   

  
	
   

  	
   

  	
   

  
	
  (8)

  	
  Class
  Principal Distributable Amount

  	
  $                 

  
	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Class A Noteholders’ Monthly Principal
  Distributable Amount

  	
   

  
	
   

  	
  •

  	
  Class Principal Distributable Amount for
  each Class of Class A Notes having priority of payment over such Class of
  Class A Notes

  	
   

  
	
   

  	
  •

  	
  Outstanding principal amount of that Class

  	
   

  
	
   

  	
   

  	
   

  
	
  (9)

  	
  Class A
  Noteholders’ Monthly Principal Distributable Amount

  	
  $                 

  
	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Aggregate
  scheduled principal payments on the Receivables received during the
  Collection Period
  ($                 )

  	
   

  
	
   

  	
  •

  	
  Outstanding
  principal balance of the Class A Notes and Certificates
  ($                 )

  	
   

  



 


C-2

















 


	
   

  	
  •

  	
  Pool Balance
  ($                 )

  	
   

  
	
   

  	
  •

  	
  Amounts on
  deposit in the Pre-Funding Account
  ($                 )

  	
   

  
	
   

  	
  •

  	
  Outstanding
  amount of Class A Notes
  ($                 )

  	
   

  
	
   

  	
   

  	
   

  
	
  (10)

  	
  A-1 Noteholders’
  Class Principal Distributable Amount

  	
  $                 

  
	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Class A
  Noteholders’ Monthly Principal Distributable Amount
  ($                 )

  	
   

  
	
   

  	
  •

  	
  A-1
  Noteholders’ outstanding principal amount
  ($                 )

  	
   

  
	
   

  	
   

  	
   

  
	
  (11)

  	
  A-2
  Noteholders’ Class Principal Distributable Amount

  	
  $                 

  
	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Class A
  Noteholders’ Monthly Principal Distributable Amount
  ($                 )

  	
   

  
	
   

  	
  •

  	
  A-1
  Noteholders’ Class Principal Distributable Amount
  ($                 )

  	
   

  
	
   

  	
  •

  	
  A-2
  Noteholders’ Outstanding Amount
  ($                 )

  	
   

  
	
   

  	
   

  	
   

  
	
  (12)

  	
  A-3a
  Noteholders’ Class Principal Distributable Amount

  	
  $                 

  
	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Class A
  Noteholders’ Monthly Principal Distributable Amount
  ($                 )

  	
   

  
	
   

  	
  •

  	
  A-1
  Noteholders’ Class Principal Distributable Amount
  ($                 )

  	
   

  
	
   

  	
  •

  	
  A-2
  Noteholders’ Class Principal Distributable Amount
  ($                 )

  	
   

  
	
   

  	
  •

  	
  A-3a
  Noteholders’ Outstanding Amount
  ($                 )

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (13)

  	
  A-3b
  Noteholders’ Class Principal Distributable Amount

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Class A
  Noteholders’ Monthly Principal Distributable Amount
  ($                 )

  	
   

  
	
   

  	
  •

  	
  A-1
  Noteholders’ Class Principal Distributable Amount
  ($                 )

  	
   

  
	
   

  	
  •

  	
  A-2
  Noteholders’ Class Principal Distributable Amount
  ($                 )

  	
   

  
	
   

  	
  •

  	
  A-3a
  Noteholders’ Class Principal Distributable Amount
  ($                 )

  	
   

  
	
   

  	
  •

  	
  A-3b
  Noteholders’ Outstanding Amount
  ($                 )

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (14)

  	
  A-4a
  Noteholders’ Class Principal Distributable Amount

  	
  $                 

  
	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Class A
  Noteholders’ Monthly Principal Distributable Amount
  ($                 )

  	
   

  
	
   

  	
  •

  	
  A-1
  Noteholders’ Class Principal Distributable Amount
  ($                 )

  	
   

  
	
   

  	
  •

  	
  A-2
  Noteholders’ Class Principal Distributable Amount
  ($                 )

  	
   

  
	
   

  	
  •

  	
  A-3a
  Noteholders’ Class Principal Distributable Amount
  ($                 )

  	
   

  
	
   

  	
  •

  	
  A-3b
  Noteholders’ Class Principal Distributable Amount
  ($                 )

  	
   

  
	
   

  	
  •

  	
  A-4a
  Noteholders’ Outstanding Amount
  ($                 )

  	
   

  



 


C-3

















 


	
  (15)

  	
  A-4bNoteholders’
  Class Principal Distributable Amount

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Class A
  Noteholders’ Monthly Principal Distributable Amount
  ($                 )

  	
   

  	
   

  
	
   

  	
  •

  	
  A-1
  Noteholders’ Class Principal Distributable Amount
  ($                 )

  	
   

  	
   

  
	
   

  	
  •

  	
  A-2
  Noteholders’ Class Principal Distributable Amount
  ($                 )

  	
   

  	
   

  
	
   

  	
  •

  	
  A-3a
  Noteholders’ Class Principal Distributable Amount
  ($                 )

  	
   

  	
   

  
	
   

  	
  •

  	
  A-3a
  Noteholders’ Class Principal Distributable Amount
  ($                 )

  	
   

  	
   

  
	
   

  	
  •

  	
  A-4b
  Noteholders’ Outstanding Amount
  ($                 )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (16)

  	
  Class B
  Noteholders’ Class Principal Distributable Amount

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (17)

  	
  NOTEHOLDERS’ DISTRIBUTABLE AMOUNT

  	
   

  	
  $                 

  
	
   

  	
  (6)+(7)+(9)+(10)+(11)+(12) +(13) +(14) +(15)
  +(16)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (18)

  	
  Deposit to
  Note Distribution Account

  	
   

  	
  $                 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Excess, if
  any, of Total Distribution Amount (1), less the Administration Fee (3), less
  the Servicing Fee (2)

  	
   

  	
   

  
	
   

  	
  •

  	
  Withdrawal
  from Spread Account pursuant to Section 5.6(d) (see (27) below)

  	
   

  	
   

  
	
   

  	
  •

  	
  Withdrawal
  from Spread Account pursuant to 5.6(e) (see(28) below)

  	
   

  	
   

  
	
   

  	
  •

  	
  Withdrawal
  from Principal Supplement Accounts pursuant to Section 5.9

  	
   

  	
   

  
	
   

  	
  •

  	
  But not
  greater than the Noteholders’ Distributable Amount (17)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (19)

  	
  Deposit to
  Spread Account pursuant to Section 5.5(b)(vi)

  	
   

  	
  $                 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Excess, if
  any, of Total Distribution Amount (1), less the Administration Fee (3), less
  the Servicing Fee (2), less the Noteholders’ Distributable Amount (17)

  	
   

  	
   

  
	
   

  	
  •

  	
  But not
  greater than Item (23) below

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (20)

  	
  Deposit to
  Certificate Distribution Account

  	
   

  	
  $                 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Excess, if
  any, of Total Distribution Amount (1), less the Administration Fee(3), less
  the Servicing Fee (2), less the Noteholders’ Distributable Amount (17), less
  the Deposit to Spread Account (19)

  	
   

  	
   

  
	
   

  	
  •

  	
  But not
  greater than the Certificateholders’ Distributable Amount (20)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SPREAD
  ACCOUNT

  
	
   

  	
   

  	
   

  	
   

  
	
  (21)

  	
  Spread
  Account Balance as of Determination Date (prior to any deposits or
  withdrawals)

  	
   

  	
  $                 

  
	
   

  	
   

  	
   

  	
   

  
	
  (22)

  	
  Specified
  Spread Account Balance (after all distributions and adjustments)

  	
   

  	
  $                 

  



 


C-4

















 


	
  (23)

  	
  Limit on
  Deposit to the Spread Account

  	
   

  	
  $                 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  The excess,
  if any, of the Specified Spread Account Balance (22) less the Spread Account
  Balance as of the Determination Date (prior to any deposits or withdrawals)
  (21)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (24)

  	
  Withdrawal
  from Spread Account distributed to Seller (as permitted in Sections 5.6(b)
  and (c) of the Sale and Servicing Agreement)

  	
   

  	
  $                 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  The excess,
  if any, of the Spread Account Balance as of the Determination Date (prior to
  any deposits or withdrawals) (21) less the Specified Spread Account Balance
  (22)

  	
   

  	
   

  
	
   

  	
  •

  	
  But zero, if (a) the
  sum of the Pool Balance (28) and the Pre-Funded Amount as of the first day of
  the Collection Period; is less than (b) the sum of the Note Balance and the
  Certificate Balance

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (25)

  	
  Withdrawal
  from Spread Account pursuant to Section 5.6(d) to be deposited in the Note
  Distribution Account

  	
   

  	
  $                 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Excess, if
  any, of the sum of the Noteholders’ Distributable Amount (17), the Net Swap
  Payments (4) and the Swap Termination Payments payable by the Issuer(5), less
  the Total Distribution Amount (1), less the Administration Fee(3),  less the Servicing Fee (2)

  	
   

  	
   

  
	
   

  	
  •

  	
  But not
  Greater than the Spread Account Balance (21)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (26)

  	
  Withdrawal
  from Spread Account pursuant to Section 5.6(e) to be deposited in the Note
  Distribution Account

  	
   

  	
  $                 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  •

  	
  Excess, if
  any, of Class Principal Distributable Amount for any Class of Notes for the
  applicable final scheduled maturity date for such Class of Notes, less the
  Total Distribution Amount (1),  less
  the Class Principal Distributable Amount for each Class of Notes having priority
  over such Class of Notes

  	
   

  	
   

  
	
   

  	
  •

  	
  But not
  Greater than the Spread Account Balance (21)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (27)

  	
  Final Spread
  Account Balance (21) + (23) – (24) – (25) – (26)

  	
   

  	
  $                 

  
	
   

  	
   

  	
   

  	
   

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  	
   

  
	
  (28)

  	
  Pool Balance
  at the beginning of this Collection Period

  	
   

  	
  $                 

  
	
   

  	
   

  	
   

  	
   

  
	
  (29)

  	
  After giving
  effect to all distributions on the Payment Date during this Collection
  Period:

  	
   

  	
   

  



 


C-5

















 


	
   

  	
  (a)  Outstanding Amount of A-1 Notes A-1 Note
  Pool Factor
  (   -             )

  	
   

  	
  $                 

  
	
   

  	
  (b)  Outstanding Amount of A-2 Notes A-2 Note
  Pool Factor
  (   -             )

  	
   

  	
  $                 

  
	
   

  	
  (c)  Outstanding Amount of A-3a Notes A-3a Note
  Pool Factor
  (   -             )

  	
   

  	
  $                 

  
	
   

  	
  (d)  Outstanding Amount of A-3b Notes A-3b Note
  Pool Factor
  (   -             )

  	
   

  	
   

  
	
   

  	
  (e)  Outstanding Amount of A-4a Notes A-4a Note
  Pool Factor
  (   -             )

  	
   

  	
  $                 

  
	
   

  	
  (f)  Outstanding Amount of A-4b Notes A-4b Note
  Pool Factor
  (   -             )

  	
   

  	
   

  
	
   

  	
  (g)  Outstanding Amount of Class B Notes Class
  B Note Pool Factor
  (   -             )

  	
   

  	
  $                 

  
	
   

  	
  (h)  Outstanding Amount of Certificates
  Certificate Pool Factor
  (   -             )

  	
   

  	
  $                 

  
	
   

  	
   

  	
   

  	
   

  
	
  (30)

  	
  Aggregate
  Purchase Amounts for the preceding Collection Period

  	
   

  	
  $                 

  



 


C-6

















 


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
September 1, 2004 (the “Sale and Servicing
Agreement”) among
the undersigned, Case Credit Corporation (“Case
Credit”) and CNH
Equipment Trust 2004-A (the “Issuer”), the undersigned does hereby sell,
assign, transfer set over and otherwise convey unto the Issuer, without
recourse, all of its right, title and interest in, to and under:  (a) the Initial Receivables, including all
documents constituting chattel paper included therewith, and all obligations of
the Obligors thereunder, including all moneys paid thereunder on or after the
Initial Cutoff Date, (b) the security interests in the Financed Equipment
granted by Obligors pursuant to the Initial Receivables and any other interest
of the undersigned in such Financed Equipment, (c) any proceeds with respect to
the Initial Receivables from claims on insurance policies covering Financed
Equipment or Obligors, (d) the Liquidity Receivables Purchase Agreements (only
with respect to Case Owned Contracts or NH Owned Contracts included in the
Initial Receivables) and the Purchase Agreements, including the right of the
undersigned to cause Case Credit or NH Credit, as the case may be, to
repurchase Receivables from the undersigned under the circumstances described
therein, (e) any proceeds from recourse to Dealers with respect to the Initial
Receivables other than any interest in the Dealers’ reserve accounts maintained
with Case Credit or with NH Credit, (f) any Financed Equipment that shall have
secured an Initial Receivable and that shall have been acquired by or on behalf
of the Trust, (g) all funds on deposit from time to time in the Trust Accounts,
including the Spread Account Initial Deposit, any Principal Supplement Account
Deposit, the Negative Carry Account Initial Deposit and the Pre-Funded Amount,
and in all investments and proceeds thereof (including all income thereon), (h)
any True Lease Equipment that is subject to any Initial Receivable, and (i) 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 Issuer of any
obligation of the undersigned to the Obligors, insurers or any other person in
connection with the Initial Receivables, Receivables Files, any insurance
policies or any agreement or instrument relating to any of them.


 


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


 


D-1

















 


IN WITNESS
WHEREOF, the undersigned has caused this Assignment to be duly executed as of
September 1, 2004.


 


	
   

  	
  CNH CAPITAL RECEIVABLES INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


D-2

















 


EXHIBIT E


to Sale and Servicing Agreement


 


FORM OF SUBSEQUENT TRANSFER ASSIGNMENT


 


For value received, in
accordance with and subject to the Sale and Servicing Agreement dated as of
September 1, 2004 (the “Sale and Servicing
Agreement”) among
CNH Equipment Trust 2004-A, a Delaware statutory trust (the “Issuer”), CNH Capital Receivables Inc., a Delaware corporation (the “Seller”), and Case Credit Corporation, a Delaware corporation (“Case Credit”), the Seller does hereby sell, transfer, assign, set over and
otherwise convey to the Issuer, without recourse, all of its right, title and interest
in, to and under: (a) the Subsequent Receivables, with an aggregate Contract
Value equal to
$[                  ],
listed on Schedule A hereto, including all documents constituting chattel paper
included therewith, and all obligations of the Obligors thereunder including
all moneys paid thereunder on or after the Subsequent Cutoff Date, (b) the
security interests in the Financed Equipment granted by Obligors pursuant to
such Subsequent Receivables and any other interest of the Seller in such Financed
Equipment, (c) any proceeds with respect to such Subsequent Receivables from
claims on insurance policies covering Financed Equipment or Obligors, (d) the
Liquidity Receivables Purchase Agreements (only with respect to Subsequent
Receivables purchased by the Seller pursuant to those Agreements) and the
Purchase Agreements, including the right of the Seller to cause Case Credit or
NH Credit, as the case may be, to repurchase Subsequent Receivables from the
Seller under the circumstances described therein, (e) any proceeds from
recourse to Dealers with respect to such Subsequent Receivables other than any
interest in the Dealers’ reserve accounts maintained with Case Credit or NH
Credit, (f) any Financed Equipment that shall have secured any such Subsequent Receivables
and that shall have been acquired by or on behalf of the Trust, (g) any True
Lease Equipment that is subject to any Subsequent Receivable, 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 Issuer of any
obligation of the Seller to the Obligors, insurers or any other person in
connection with such Subsequent Receivables, Receivable Files, any insurance
policies or any agreement or instrument relating to any of them.


 


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


 


E-1

















 


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


 


	
   

  	
  CNH CAPITAL RECEIVABLES INC.,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


E-2

















 


SCHEDULE A


to Subsequent Transfer Assignment


 


SCHEDULE OF SUBSEQUENT RECEIVABLES


 


[Attached]


 

















 


ANNEX A


to Subsequent Transfer Assignment


 


OFFICERS’ CERTIFICATE


 


We, the
undersigned officers of CNH Capital Receivables Inc. (the “Company”), do hereby certify, pursuant to
Section 2.2(b)(xv) of the Sale and Servicing Agreement dated as of September 1,
2004 among the Company, CNH Equipment Trust 2004-A and Case Credit Corporation
(the “Agreement”), that (i) all
of the conditions precedent to the transfer to the Issuer of the Subsequent
Receivables listed on Schedule A to the Subsequent Transfer Assignment
delivered herewith, and the other property and rights related to such
Subsequent Receivables as described in Section 2.2(a) of the Agreement, have
been satisfied on or prior to the related Subsequent Transfer Date and (ii)
each statement of fact set forth in any officers’ certificate executed by an
officer of the Company in connection with an Opinion of Counsel delivered on
the Closing Date with respect to a transfer of, or a security interest in, the
Receivables shall be true and correct as of the date hereof with respect to the
Subsequent Receivables listed on the aforementioned Schedule A.


 


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


 


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


 


 


	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 

















 


EXHIBIT F


to Sale and Servicing Agreement


 


FORM OF ACCOUNTANTS’ LETTER IN CONNECTION


WITH THE SUBSEQUENT TRANSFER ASSIGNMENT PURSUANT TO


SECTION 2.2(B)(XV) OF THE SALE AND SERVICING AGREEMENT


 


[Letterhead of Deloitte &Touche]


 


                              ,              


 


CNH Capital Receivables Inc.

100 South Saunders Road

Lake Forest, Illinois  60045


 


CNH Equipment Trust 2004-A

c/o The Bank of New York

101 Barclay Street, Floor 8W

New York, New York  10286


 


JPMorgan Chase Bank

4 New York Plaza, 6th Floor

New York, New York  10004

Attention:  Institutional Trust Services
Group


 


The Bank of New York

101 Barclay Street, Floor 8W

New York, New York  10286


 


Dear Ladies and Gentlemen:


 


This letter is issued at
the request of CNH Capital Receivables Inc. (the “Seller”)
with respect to the sale of certain retail receivables (the “Subsequent Receivables”) to the CNH Equipment Trust 2004-A
(the “Trust”) pursuant to the Sale and Servicing
Agreement dated as of September 1, 2004 (the “Sale
and Servicing Agreement”)
among the Trust, the Seller and Case Credit Corporation (the “Servicer”). The sale of the Subsequent Receivables is described in the
prospectus dated September 14, 2004 and the prospectus supplement dated
September 14, 2004 (together, the “Prospectus”), which relates to the offering by
the Trust of 2.0008% Class A-1 Asset Backed Notes, 2.42% Class A-2 Asset Backed
Notes and Floating Rate Class A-3a Asset Backed Notes, 2.94% Class A-3b Asset
Backed Notes, Floating Rate Class A-4a Asset Backed Notes, 3.48 Class A-4b
Asset Backed Notes and 3.31% Class B Asset Backed Notes


 

















 


(collectively, the
“Notes”) and the 3.31% Asset Backed
Certificates (the “Certificates”). 
Capitalized terms used herein and not otherwise defined have the meaning
described in the Prospectus or the Sale and Servicing Agreement, as applicable.
In connection therewith, we performed or have previously performed certain
agreed upon procedures as specified in the items below:


 


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


 


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


 


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


 


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


 


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


 


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


 


b.                                      Proved
the arithmetic accuracy of the Aggregate Contract Value and the related
percentage of the Subsequent Receivables coded as representing construction and


 


2

















 


the Total
Aggregate Contract Value of the Subsequent Receivables as shown on Schedule B.


 


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


 


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


 


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


 


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


 


This letter is solely for
the information of the addressees and is not to be used, circulated, quoted or
otherwise referred to for any other purpose including, but not limited to, the
purchase or sale of Notes or Certificates, nor is it to be referred to in any
document.  Furthermore, we undertake no
responsibility to update this letter for events and circumstances occurring
after the date of this letter.


 


Very truly
yours,


 


 


DELOITTE &
TOUCHE


 


3

















 


SCHEDULE A


to Accountant’s Letter


 


	
  Selection
  Criteria

  	
   

  	
  Results

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2.

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

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  3.

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

  	
   

  	
   

  



 


4

















 


SCHEDULE B

to Accountant’s Letter


 


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


 


	
   

  	
   

  	
  Aggregate

  Contract Value of

  Construction

  Equipment

  	
   

  	
  Total
  Aggregate

  Contract Value

  	
   

  	
  Construction

  Equipment

  Percent of Total

  	
   

  
	
  Initial Receivables

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  
	
  Subsequent Receivables

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  
	
  Total Receivables

  	
   

  	
  $

  	
   

  	
   

  	
  $

  	
   

  	
   

  	
   

  	
  %

  



 


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


 


	
   

  	
   

  	
  Total
  Aggregate

  Contract
  Value

  	
   

  	
  Weighted

  Average Original

  Term

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Initial Receivables

  	
   

  	
  $

  	
   

  	
   

  	
   months

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subsequent Receivables

  	
   

  	
  $

  	
   

  	
   

  	
   months

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Receivables

  	
   

  	
  $

  	
   

  	
   

  	
   months

  	
   

  



 


As noted
above, the Weighted Average Original Term does not exceed 55.0 months as
required by the Sale and Servicing Agreement.


 


5

















 


Schedule P


 


1.             General.  The Sale and Servicing Agreement creates, or
with respect to the Receivables that are Subsequent Receivables upon the
transfer of such Subsequent Receivables pursuant to the Subsequent Transfer
Assignment will create, a valid and continuing security interest (as defined in
the applicable UCC) in all of CNHCR’s right, title and interest in, to and
under (i) the Receivables, (ii) the Financed Equipment granted by Obligors
pursuant to the Receivables and (iii) the Liquidity Receivables Purchase
Agreements (only with respect to Case Owned Contracts or NH Owned Contracts
included in the Receivables) in favor of the Issuer, 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.


 


3.             Creation.  Immediately prior to the conveyance of the
Receivables pursuant to the Sale and Servicing Agreement, CNCHR own 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 Issuer
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 after the Issuer
received a written acknowledgment from such custodian that it is acting solely
as agent of 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 Issuer pursuant to the Sale and Servicing Agreement and the security
interests granted under the Liquidity Receivables Purchase Agreements, which
have been released, 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 Issuer under the Sale and Servicing Agreement and the
security interests granted under the Liquidity Receivables Purchase Agreements,
which have been released (ii) that has been terminated, or (iii) that has been
granted pursuant to the terms of the Basic Documents.  None of the tangible chattel paper that constitutes or evidences
the Receivables has any marks or notations indicating that they have pledged,
assigned or otherwise conveyed to any Person other than 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.


 


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 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 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 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 Issuer under
this Agreement, Servicer shall take such action, or execute and deliver such
instruments (other than effecting a Filing (as defined below), unless such
Filing is effected in accordance with this paragraph) as may be necessary or
advisable (including, without limitation, such actions as are requested by
Issuer) to maintain and perfect, as a first priority interest, Issuer’s
security interest in the Receivables. 
Servicer shall, from time to time and within the time limits established
by law, prepare and present to Issuer for Issuer to authorize (based in
reliance on the Opinion of Counsel hereinafter provided for) 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 Issuer’s security interest in the
Receivables as a first-priority interest (each a “Filing”).  Servicer shall present each such Filing to
the Issuer together with (x) an Opinion of Counsel to the effect that such Filing
is (i) consistent with grant of the security interest to the Issuer pursuant to
the Granting Clause of this Agreement, (ii) satisfies all requirements and
conditions to such Filing in this Agreement and (iii) satisfies the
requirements for a Filing of such type under the Uniform Commercial Code in the
applicable jurisdiction (or if the Uniform Commercial Code does not apply, the
applicable statute governing the perfection of security interests), and (y) a
form of authorization for Issuer’s signature. 
Upon receipt of such Opinion of Counsel and form of authorization,
Issuer shall promptly authorize in writing Servicer to, and Servicer shall,
effect such Filing under the Uniform Commercial Code without the signature of
CNHCR or Issuer where allowed by applicable law.  Notwithstanding anything else in the Indenture to the contrary,
the Servicer shall not have any authority to effect a Filing without obtaining
written authorization from the Issuer in accordance with this paragraph (c).