CNH EQUIPMENT TRUST 2009-B PURCHASE AGREEMENT

 

TABLE OF CONTENTS

 

ARTICLE I CERTAIN DEFINITIONS		1
Section 1.1.	Definitions	1
Section 1.2.	Other Definitional Provisions	2
ARTICLE II CONVEYANCE OF RECEIVABLES		2
Section 2.1.	Conveyance of Purchased Contracts	2
Section 2.2.	Conveyance of Subsequent CNHCA Receivables	3
Section 2.3.	Intention of the Parties	4
Section 2.4.	The Closing	4
Section 2.5.	Payment of the Purchase Price	5
Section 2.6.	Cross-Collateralization	5
ARTICLE III REPRESENTATIONS AND WARRANTIES		5
Section 3.1.	Representations and Warranties of CNHCR	5
Section 3.2.	Representations and Warranties of CNHCA	6
ARTICLE IV CONDITIONS		12
Section 4.1.	Conditions to Obligation of CNHCR	12
Section 4.2.	Conditions to Obligation of CNHCA	14
ARTICLE V COVENANTS OF CNHCA		14
Section 5.1.	Protection of Right, Title and Interest	14
Section 5.2.	Other Liens or Interests	15
Section 5.3.	Jurisdiction of Organization	15
Section 5.4.	Costs and Expenses	15
Section 5.5.	Indemnification	15
Section 5.6.	Transfer of Subsequent CNHCA Receivables	16
Section 5.7.	Cross-Collateralization	16
ARTICLE VI MISCELLANEOUS PROVISIONS		16
Section 6.1.	Obligations of CNHCA	16
Section 6.2.	Repurchase Events	16
Section 6.3.	CNHCR Assignment of Repurchased Receivables	16
Section 6.4.	Trust	17
Section 6.5.	Amendment	17
Section 6.6.	Accountants’ Letters	18
Section 6.7.	Waivers	18
Section 6.8.	Notices	18
Section 6.9.	Costs and Expenses	18
Section 6.10.	Representations of CNHCA and CNHCR	18
Section 6.11.	Confidential Information	19
Section 6.12.	Headings and Cross-References	19
Section 6.13.	Governing Law	19
Section 6.14.	Counterparts	19

 

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Section 6.15.	Severability	19
Section 6.16.	Information Requests	19
EXHIBITS
EXHIBIT A	Form of CNHCA Assignment
EXHIBIT B	Form of CNHCA Subsequent Transfer Assignment
SCHEDULES
SCHEDULE P	Perfection Representation and Warranties

 

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PURCHASE AGREEMENT (as amended or supplemented from time to time, this “Agreement”) dated as of April 1, 2009, between CNH CAPITAL AMERICA LLC, a Delaware limited liability company (“CNHCA”), and CNH CAPITAL RECEIVABLES LLC, a Delaware limited liability company (“CNHCR”).

 

RECITALS

 

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

 

WHEREAS , CNHCA and CNHCR wish to set forth the terms pursuant to which:  (1) Contracts having an aggregate Contract Value of approximately $274,867,905.03 and identified on Schedule A to the CNHCA Assignment (the “Purchased Contracts”) as of the Initial Cutoff Date are to be sold by CNHCA to CNHCR on the date hereof and (2) certain Subsequent CNHCA Receivables are to be sold by CNHCA to CNHCR from time to time on each Subsequent Transfer Date; and

 

WHEREAS , CNHCR, as of the Initial Cutoff Date, owned Contracts previously purchased from CNHCA pursuant to an Amended and Restated Receivables Purchase Agreement dated as of December 15, 2000 (as amended from time to time, the “Liquidity Receivables Purchase Agreement”) between CNHCA and CNHCR, having an aggregate Contract Value of approximately $757,091,246.75 and identified on Schedule A to the Assignment (the “Owned Contracts”, and together with the Purchased Contracts, the “Initial Receivables”); and

 

WHEREAS , the Initial Receivables and the Subsequent CNHCA Receivables will be transferred by CNHCR, pursuant to the Sale and Servicing Agreement, to CNH Equipment Trust 2009-B (the “Trust”), which Trust will issue Certificates representing non-assessable, fully paid, undivided beneficial interests in, and Notes collateralized by, the Receivables and the other property of the Trust; and

 

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

 

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

 

ARTICLE I

 

CERTAIN DEFINITIONS

 

Section 1.1.                                                                 Definitions .  Capitalized terms used herein and not otherwise defined herein are defined in Appendix A to the Indenture dated as of the date hereof between CNH Equipment Trust 2009-B and The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee.

 

 

Section 1.2.                                                                 Other Definitional Provisions .

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

ARTICLE II

 

CONVEYANCE OF RECEIVABLES

 

Section 2.1.                                                                 Conveyance of Purchased Contracts .  In consideration of CNHCR’s payment of $274,867,905.03 (the “Initial Purchase Price”) in the manner set out in Section 2.5(a), and the other consideration (including the terms and covenants) contained herein, CNHCA does hereby sell, transfer, assign, set over and otherwise convey to CNHCR, without recourse (subject to the obligations herein), all of its right, title, interest in, to and under (collectively, the “Initial CNHCA Assets”):

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Section 2.5.                                                                 Payment of the Purchase Price .

 

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(a)                                   Purchased Contracts.   The Initial Purchase Price is payable as follows:  (i) partially in cash in an amount of $243,908,905.03 on the Closing Date; and (ii) through the transfer of the $30,959,000 of Class B Notes to the Originator on the Closing Date.

 

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

 

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

 

ARTICLE III

 

REPRESENTATIONS AND WARRANTIES

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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business shall require such qualifications, except where the failure to be so qualified and have such licenses and approvals would not have a material adverse effect on (a) the Trust Estate, (b) CNHCA’s performance of its obligations under the Basic Documents to which it is a party, (c) the business or condition (financial or otherwise) of CNHCA or (d) the validity or enforceability of any Receivable.

 

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

 

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

 

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

 

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

 

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

 

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warranties speak as of the Closing Date, in the case of the Initial Receivables, and as of the applicable Subsequent Transfer Date, in the case of the Subsequent CNHCA Receivables, but shall survive the sale, transfer and assignment of the Receivables to CNHCR and the subsequent assignment and transfer of such Receivables to the Trust pursuant to the Sale and Servicing Agreement and the Grant to the Indenture Trustee pursuant to the Indenture:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(vii)                            Receivables in Force.   No Receivable has been satisfied, subordinated or rescinded, nor has any Financed Equipment been released from the Lien granted