SALE AND SERVICING AGREEMENT

 

TABLE OF CONTENTS

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ARTICLE I	Definitions				1
SECTION 1.1.			Definitions		1
SECTION 1.2.			Other Definitional Provisions		1
ARTICLE II	Conveyance of Receivables and Grant of Security Interest in the Backup Servicer Account				2
SECTION 2.1.			Conveyance of Initial Receivables		2
SECTION 2.2.			Conveyance of Subsequent Receivables		3
ARTICLE III	The Receivables				6
SECTION 3.1.			Representations and Warranties of Seller		6
SECTION 3.2.			Repurchase upon Breach		6
SECTION 3.3.			Custody of Receivable Files		7
SECTION 3.4.			Duties of Servicer as Custodian		8
SECTION 3.5.			Instructions; Authority To Act		8
SECTION 3.6.			Custodian’s Indemnification		8
SECTION 3.7.			Effective Period and Termination		9
SECTION 3.8.			Backup Servicer as Custodian		9
ARTICLE IV	Administration and Servicing of Receivables				9
SECTION 4.1.			Duties of Servicer		9
SECTION 4.2.			Collection and Allocation of Receivable Payments		10
SECTION 4.3.			Realization upon Receivables		10
SECTION 4.4.			Maintenance of Security Interests in Financed Equipment		10
SECTION 4.5.			Covenants of Servicer		11
SECTION 4.6.			Purchase of Receivables upon Breach		11
SECTION 4.7.			Servicing Fee		11
SECTION 4.8.			Servicer’s Certificate		11
SECTION 4.9.			Annual Statement as to Compliance; Notice of Default		12
SECTION 4.10.			Annual Independent Certified Public Accountants’ Report		12
SECTION 4.11.			Access to Certain Documentation and Information Regarding Receivables		13
SECTION 4.12.			Servicer Expenses		13
SECTION 4.13.			Appointment of Subservicer		13

 

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ARTICLE V	Distributions: Spread Account; Statements to Certificateholders and Noteholders				14
SECTION 5.1.			Establishment of Trust Accounts and the Backup Servicer Account		14
SECTION 5.2.			Interest Rate Swap Agreement		17
SECTION 5.3.			Collections		17
SECTION 5.4.			Application of Collections		18
SECTION 5.5.			Additional Deposits		18
SECTION 5.6.			Distributions		18
SECTION 5.7.			Spread Account		20
SECTION 5.8.			Pre-Funding Account		20
SECTION 5.9.			Negative Carry Account		21
SECTION 5.10.			Principal Supplement Account		21
SECTION 5.11.			Statements to Certificateholders and Noteholders		22
SECTION 5.12.			Net Deposits		24
SECTION 5.13.			Backup Servicer Account		24
ARTICLE VI	The Seller				24
SECTION 6.1.			Representations of Seller		24
SECTION 6.2.			Company Existence		26
SECTION 6.3.			Liability of Seller; Indemnities		26
SECTION 6.4.			Merger or Consolidation of, or Assumption of the Obligations of, Seller		27
SECTION 6.5.			Limitation on Liability of Seller and Others		28
SECTION 6.6.			Seller May Own Certificates or Notes		28
ARTICLE VII	The Servicer				28
SECTION 7.1.			Representations of Servicer		28
SECTION 7.2.			Indemnities of Servicer		29
SECTION 7.3.			Merger or Consolidation of, or Assumption of the Obligations of, Servicer		31
SECTION 7.4.			Limitation on Liability of Servicer and Others		32
SECTION 7.5.			NH Credit Not to Resign as Servicer		32
SECTION 7.6.			Servicer to Act as Administrator		32

 

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ARTICLE VIII	Default				33
SECTION 8.1.			Servicer Default		33
SECTION 8.2.			Appointment of Successor Servicer		34
SECTION 8.3.			Notification to Noteholders and Certificateholders		35
SECTION 8.4.			Waiver of Past Defaults		35
ARTICLE IX	Termination				35
SECTION 9.1.			Optional Purchase of All Receivables		35
ARTICLE X	Miscellaneous Provisions				37
SECTION 10.1.			Amendment		37
SECTION 10.2.			Protection of Title to Trust		38
SECTION 10.3.			Notices		40
SECTION 10.4.			Assignment		41
SECTION 10.5.			Limitations on Rights of Others		41
SECTION 10.6.			Severability		41
SECTION 10.7.			Separate Counterparts		41
SECTION 10.8.			Headings		41
SECTION 10.9.			Governing Law		41
SECTION 10.10.			Assignment to Indenture Trustee		41
SECTION 10.11.			Nonpetition Covenants		41
SECTION 10.12.			Limitation of Liability of Trustee and Indenture Trustee		42
SECTION 10.13.			Conditions Precedent to Other Financing Transactions		42
SECTION 10.14.			Information Requests		42

 

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EXHIBITS

EXHIBIT A		Form of Noteholder’s Statement Pursuant to Section 5.11(a)
EXHIBIT B		Form of Certificateholder’s Statement Pursuant to Section 5.11(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

 

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SALE AND SERVICING AGREEMENT (as amended or otherwise modified, this “ Agreement ”) dated as of September 1, 2006 among CNH EQUIPMENT TRUST 2006-B, a Delaware statutory trust (the “ Issuing Entity ” or the “ Trust ”), CNH CAPITAL RECEIVABLES LLC, a Delaware limited liability company (the “ Seller ”), and NEW HOLLAND CREDIT COMPANY, LLC, a Delaware limited liability company (the “ Servicer ”).

RECITALS

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

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

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

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

ARTICLE I
Definitions

SECTION 1.1.  Definitions .  Capitalized terms used herein and not otherwise defined herein are defined in Appendix A to the Indenture, dated as of the date hereof, between the Issuing Entity and JPMorgan Chase Bank, N.A.

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

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

(c)  The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section, Schedule and Exhibit references contained in this Agreement are

 

references to Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term “including” shall mean “including, without limitation,”.

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

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

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

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

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

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

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

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

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

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

(v)  any proceeds from recourse to Dealers with respect to the Initial Receivables other than any interest in the Dealers’ reserve accounts maintained with CNHCA;

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

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

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

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

(b)  The Seller hereby Grants to JPMorgan Chase Bank, N.A., as Indenture Trustee on behalf of the Noteholders and the Counterparty, 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.  JPMorgan Chase Bank, N.A., as Indenture Trustee on behalf of the Noteholders and the Counterparty, (1) acknowledges such Grant and (2) agrees to perform its duties with respect thereto expressly set forth in this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(vii)  the Funding Period shall not have terminated;

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

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

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

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

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

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

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

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

(xvi)  the Rating Agency Condition shall have been satisfied in connection therewith.

(c)  The Seller covenants to transfer to the Issuing Entity pursuant to clause (a) Subsequent Receivables with an aggregate Contract Value approximately equal to $346,632,032.01 subject only to availability thereof.

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ARTICLE III
The Receivables

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

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

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

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

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

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

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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 CNHCA under the Liquidity Receivables Purchase Agreement or the Purchase Agreement, as applicable, to repurchase any Receivable materially and adversely affected by any such breach as of such last day. As consideration for the repurchase of the Receivable, the Seller shall remit the Purchase Amount in the manner specified in Section 5.5 ; provided, however , that the obligation of the Seller to repurchase any Receivable arising solely as a result of a breach of CNHCA’s representations and warranties pursuant to Section 3.2(b) of the Liquidity Receivables Purchase Agreement and Section 3.2(b) of the Purchase Agreement is subject to the receipt by the Seller of the Purchase Amount from CNHCA.  Subject to the provisions of Section 6.3 , the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Noteholders or the Certificateholders with respect to a breach of the representations and warranties pursuant to Section 3.1 and the agreement contained in this Section shall be to require the Seller to repurchase Receivables pursuant to this Section , subject to the conditions contained herein, and to enforce CNHCA’s obligation to the Seller to repurchase such Receivables pursuant to the Liquidity Receivables Purchase Agreement or the Purchase Agreement, as applicable.

(b)  With respect to all Receivables repurchased by the Seller pursuant to this Agreement, the Issuing Entity shall sell, transfer, assign, set over and otherwise convey to the Seller, without recourse, representation or warranty, all of the Issuing Entity’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 Issuing Entity hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act for the benefit of the Issuing Entity and the Indenture Trustee as custodian of the following documents or instruments, which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuing Entity (or, in the case of the Subsequent Receivables, will as of the applicable Subsequent Transfer Date be constructively delivered to the Indenture Trustee, as pledgee of the Issuing Entity) with respect to each Receivable:

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

(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 NH Credit or, in the case of a Receivable, CNHCA in the Financed Equipment; and

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

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SECTION 3.4.  Duties of Servicer as Custodian .

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

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

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

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

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pursuant to this Section 3.6 for its acts or omissions committed during the period it is serving as custodian hereunder.  Indemnification under this Section shall survive the resignation or removal of the Servicer as custodian, the resignation or removal of the Indenture Trustee or the termination of this Agreement.

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

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

ARTICLE IV
Administration and Servicing of Receivables

SECTION 4.1.  Duties of Servicer .  The Servicer, for the benefit of the Issuing Entity, and (to the extent provided herein) the Indenture Trustee shall manage, service, administer and make collections on the Receivables with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to all comparable equipment receivables that it services for its Affiliates or others. The Servicer’s duties shall include collection and posting of all payments, responding to inquiries of Obligors on such Receivables, investigating delinquencies, sending payment coupons or statements to Obligors, reporting tax information to Obligors, accounting for collections and furnishing monthly and annual statements to the Trustee and the Indenture Trustee with respect to distributions. Subject to Section 4.2 , the Servicer shall follow its then current customary standards, policies and procedures in performing its duties as Servicer.

Without limiting the generality of the foregoing, the Servicer is authorized and empowered to execute and deliver, on behalf of itself, the Issuing Entity, the Trustee, the Indenture Trustee, the Certificateholders, the Noteholders or any of them, any and all instruments of satisfaction or cancellation, or partial or full release or discharge, and all other comparable

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instruments, with respect to such Receivables or the Financed Equipment securing such Receivables. If the Servicer shall commence a legal proceeding to enforce a Receivable, the Issuing Entity shall thereupon be deemed to have automatically assigned, solely for the purpose of collection, such Receivable to the Servicer. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Trustee shall, at the Servicer’s direction (and, so long as the Servicer is NH Credit, at the Servicer’s expense), take steps to enforce such Receivable, including bringing suit in its name or the name of the Trust, the Indenture Trustee, the Certificateholders or the Noteholders. The Trustee or the Indenture Trustee shall, upon the written request of the Servicer, furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.

SECTION 4.2.  Collection and Allocation of Receivable Payments .  The Servicer shall make reasonable efforts to collect all payments called for under the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable equipment receivables that it services for its Affiliates 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 services for its Affiliates 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 Issuing Entity 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 except as required by law.

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

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

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Equipment. The Servicer is hereby authorized to take such steps as are necessary to re-perfect such security interest for the benefit of the Issuing Entity and the Indenture Trustee in the event of the relocation of any Financed Equipment, any change to the UCC or for any other reason.  Any out-of-pocket expenses incurred by the Successor Servicer in connection with any such re-perfection shall be reimbursable in accordance with Section 5.6(b)(x) .

SECTION 4.5.  Covenants of Servicer .  The Servicer shall not release the Financed Equipment securing any Receivable from the security interest granted by such Receivable in whole or in part except in the event of payment in full by the Obligor thereunder or repossession, nor shall the Servicer impair the rights of the Issuing Entity, the Indenture Trustee, the Certificateholders or the Noteholders in such Receivables. The Servicer shall, in accordance with its 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 CNHCA promptly, in writing, upon the discovery of any breach pursuant to Sections 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 or shall cause CNHCA to 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 Issuing Entity, the Indenture Trustee, the Certificateholders or the Noteholders in any Receivable or as otherwise provided in Section 4.2, the Servicer shall purchase or shall cause CNHCA to 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 or shall cause CNHCA to remit the Purchase Amount in the manner specified in Section 5.5.  Subject to Section 7.2 , the sole remedy of the Issuing Entity, the Trustee, the Indenture Trustee, the Certificateholders or the Noteholders with respect to a breach pursuant to Sections 4.2 , 4.4 or 4.5 shall be to require the Servicer to purchase or to cause CNHCA to purchase Receivables pursuant to this Section .  The Trustee shall have no duty to conduct any affirmative investigation as to the occurrence of any condition requiring the purchase of any Receivable pursuant to this Section .  In no event shall the Backup Servicer as Successor Servicer be obligated to purchase any Receivables pursuant to this Section 4.6 .

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

SECTION 4.8.  Servicer’s Certificate .  On each Determination Date the Servicer shall deliver to the Trustee, the Indenture Trustee, the Seller and the Backup Servicer, with a copy to the Rating Agencies and the Counterparty, a Servicer’s Certificate containing all information necessary to make the distributions pursuant to Sections 5.6 and 5.7 and the deposits to the Collection Account pursuant to Section 5.3 for the Collection Period preceding the date of such Servicer’s Certificate.  Receivables to be repurchased by the Seller or purchased by the Servicer

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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 Issuing Entity and the Indenture Trustee, on or before March 30 of each year, an Officer’s Certificate of the Servicer providing such information as is required under Item 1123 of Regulation AB with respect to the prior calendar year.

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

(c)  The Servicer shall deliver to the Trustee, the Indenture Trustee, the 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 Officer’s Certificate of any event that, with the giving of notice or lapse of time, or both, would become a Servicer Default under Section 8.1(a) or (b) .

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

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.

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

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

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

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

SECTION 4.13.  Appointment of Subservicer .  The Servicer may at any time appoint a subservicer to perform all or any portion of its obligations as Servicer hereunder; provided, however , that the Rating Agency Condition shall have been satisfied in connection therewith

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(other than with respect to the appointment of CNHCA, as subservicer, with respect to the Receivables); and provided further , that the Servicer shall remain obligated and be liable to the Issuing Entity, the Trustee, the Indenture Trustee, the Counterparty, the Certificateholders and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and expenses of any subservicer shall be as agreed between the Servicer and such subservicer from time to time and none of the Issuing Entity, the Trustee, the Indenture Trustee, the Counterparty, the Certificateholders or the Noteholders shall have any responsibility therefor.  Notwithstanding the foregoing, the Backup Servicer as Successor Servicer shall have the right to terminate any prior or existing subservicing arrangement with or without cause.

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

SECTION 5.1.  Establishment of Trust Accounts and the Backup Servicer Account .  (a) (i)  The Servicer, for the benefit of the Noteholders, the 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, the Counterparty and the Certificateholders.

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

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

(iv)  The Servicer, for the benefit of the Noteholders, the 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, the Counterparty and the Certificateholders; provided , however that the Servicer shall not be required to establish such account so long as no amount greater than $0.00 shall be required to be deposited into such account pursuant to this Agreement or any other Basic Document.

(v)  The Servicer, for the benefit of the Noteholders, the 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, the

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Counterparty and the Certificateholders; provided, however that the Servicer shall not be required to establish such account so long as no amount greater than $0.00 shall be required to be deposited into such account pursuant to this Agreement or any other Basic Document.

(vi)  The Servicer, for the benefit of the Noteholders, the 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, the Counterparty and the Certificateholders; provided , however that the Servicer shall not be required to establish such account so long as no amount greater than $0.00 shall be required to be deposited into such account pursuant to this Agreement or any other Basic Document.

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

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

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

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

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

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

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

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

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

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

SECTION 5.3.  Collections .  The Servicer shall, and shall cause any subservicer to,  remit 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) NH Credit remains the Servicer, (ii) no Servicer Default shall have occurred and be continuing and (iii) prior to ceasing remittances as described in the preceding sentence, the Rating Agency Condition shall have been satisfied (and any conditions or limitations imposed by the Rating Agencies in connection therewith are complied with), the Servicer shall remit such collections with respect to the related Collection Period to the Collection Account on the Transfer Date immediately following the end of such Collection Period.  For purposes of this Article V, the phrase “payments by or on behalf of the Obligors” shall mean payments made with respect to the Receivables by Persons other than the Servicer or the Seller.  On any Payment Date with respect to which the Backup Servicer shall have been acting as Successor Servicer during the related Collection Period, the Backup Servicer, in its capacity as Successor Servicer, may direct the Indenture Trustee to withdraw from the Collection Account and pay to the Backup Servicer, in

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

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

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

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

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

(b)  On each Payment Date, the Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.8 ) to make from the Collection Account the following deposits and distributions for receipt by the 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 Backup Servicer, the Backup Servicer Fees and all unpaid Backup Servicer Fees from prior Collection Periods;

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

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

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

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

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

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

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

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

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

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

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

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

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

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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 Note Balance, such excess shall not be distributed to the Seller (or such transferees or assignees) and shall be retained in the Spread Account for application in accordance with this Agreement. Amounts properly distributed pursuant to this Section 5.7(b) shall be deemed released from the Trust and the security interest therein granted to the Indenture Trustee, and the Seller (and such transferees and assignees) shall in no event thereafter be required to refund any such distributed amounts.

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

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

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

SECTION 5.8.  Pre-Funding Account .  (a)  Subject to the proviso set forth in Section 5.1(a)(iv) , on the Closing Date, the Trustee will deposit, on behalf of the Seller, in the Pre-Funding Account $346,632,032.01 from the net proceeds of the sale of the Notes. On each

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Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee to withdraw from the Pre-Funding Account an amount equal to: (i) the aggregate Contract Value of the Subsequent Receivables transferred to the Issuing Entity on such Subsequent Transfer Date less the amounts described 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 Dat