Common use of Servicer to Maintain Perfection and Priority Clause in Contracts

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

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in In order to evidence the interests of CNHCR and Issuer the Administrator under this Agreement, the Servicer shall shall, from time to time take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by Issuerthe Administrator or any Purchaser Agent) to maintain and perfect, as a first first-priority interest, Issuerthe Administrator’s security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Administrator for Issuer to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to fileAdministrator’s authorization and approval, all financing statements, amendments, continuations, continuations or initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the IssuerAdministrator’s security interest in the Receivables as a first-priority interest (each a “Filing”)interest. Servicer shall present each such Filing to the Issuer together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer pursuant to the Granting Clause of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing The Administrator’s approval of such type filings shall authorize the Servicer to file such financing statements under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuer’s signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code UCC without the signature of CNHCR the Seller, any Originator or Issuer the Administrator where allowed by applicable law. Notwithstanding anything else in the Indenture Transaction Documents to the contrary, the Servicer shall not have any authority to effect file a Filing termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without obtaining the prior written authorization from consent of the Issuer Administrator, until such time as the latest of the Facility Termination Date, the date on which no Capital of or Discount in accordance with respect of the Purchased Interest shall be outstanding, the date on which an amount equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired, or the date all other amounts owed by the Seller under this paragraph (c)Agreement to any Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be paid in full.

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

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

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

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR the Depositor and Issuer the Trustee under this Agreement, the Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuerthe Trustee) to maintain and perfect, as a first priority interest, Issuerthe Trustee’s security interest in the ReceivablesHome Equity Loans. The Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Trustee for Issuer the Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the IssuerTrustee’s security interest in the Receivables Home Equity Loans as a first-priority interest (each a “Filing”). The Servicer shall present each such Filing to the Issuer Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Trustee pursuant to the Granting Clause Section 2.01 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuerthe Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer the Trustee shall promptly authorize in writing the Servicer to, and the Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR the Depositor or Issuer the Trustee where allowed by applicable law. Notwithstanding anything else in the Indenture transaction documents to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer in accordance with Trustee. EXHIBIT A-1 FORM OF CLASS [A-1][A-2] CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). Certificate No. : Cut-Off Date : [ ], 200[ ] First Distribution Date : [ ], 200[ ] Final Scheduled Distribution Date : [ ], 20[ ] Original Certificate Principal Balance of this paragraph Certificate (c).“Denomination”) : $ Original Class Certificate Principal Balance of this Class : $ Pass-Through Rate : [ ]%1 CUSIP :

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR the Borrower and Issuer the Collateral Agent under this Agreement, Servicer they each shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), ) unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuer) the Deal Agent), to maintain and perfect, as a first priority interest, Issuerthe Collateral Agent’s security interest in the ReceivablesCollateral. Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Deal Agent for Issuer the Deal Agent to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the IssuerCollateral Agent’s security interest in the Receivables Collateral as a first-priority interest (each a “Filing”). The Servicer shall present each such Filing to the Issuer Deal Agent together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Collateral Agent pursuant to the Granting Clause of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction UCC (or if the Uniform Commercial Code UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuerthe Deal Agent’s signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer the Deal Agent shall promptly authorize in writing the Servicer to, and the Servicer shall, effect such Filing under the Uniform Commercial Code UCC without the signature of CNHCR the Borrower or Issuer the Deal Agent where allowed by applicable law. Notwithstanding anything else in the Indenture Transaction Document to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer Deal Agent in accordance with this paragraph (c).11. SCHEDULE E REPRESENTATIONS AND WARRANTIES OF THE SERVICER AND SERVICER’S SERVICING, COLLECTION AND CREDIT POLICIES AND PROCEDURES

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR the Depositor, the Trust and Issuer the Indenture Trustee under this Agreement, the Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuerthe Indenture Trustee) to maintain and perfect, as a first priority interest, Issuerthe Indenture Trustee’s security interest in the ReceivablesHome Equity Loans. The Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Indenture Trustee for Issuer the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the IssuerIndenture Trustee’s security interest in the Receivables Home Equity Loans as a first-priority interest (each a “Filing”). The Servicer shall present each such Filing to the Issuer Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Trust pursuant to Section 2.01 of this Agreement and the grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this AgreementIndenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuerthe Indenture Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer the Indenture Trustee shall promptly authorize in writing the Servicer to, and the Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR the Depositor or Issuer the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the Indenture transaction documents to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer in accordance Indenture Trustee. SCHEDULE 2 SELLERS [Beneficial California Inc. Beneficial Consumer Discount Company Beneficial Delaware Inc. Beneficial Florida Inc. Beneficial Hawaii Inc. Beneficial Homeowner Service Corporation Beneficial Illinois Inc. Beneficial Indiana Inc. Beneficial Iowa Inc. Beneficial Kentucky Inc. Beneficial Loan & Thrift Co. Beneficial Maine Inc. Beneficial Massachusetts Inc. Beneficial Michigan Inc. Beneficial Montana Inc. Beneficial Mortgage Co. of Arizona Beneficial Mortgage Co. of Colorado Beneficial Mortgage Co. of Connecticut Beneficial Mortgage Co. of Georgia Beneficial Mortgage Co. of Idaho Beneficial Mortgage Co. of Kansas, Inc. Beneficial Mortgage Co. of Louisiana Beneficial Mortgage Co. of Maryland Beneficial Mortgage Co. of Missouri, Inc. Beneficial Mortgage Co. of Nevada Beneficial Mortgage Co. of New Hampshire Beneficial Mortgage Co. of North Carolina Beneficial Mortgage Co. of Rhode Island Beneficial Mortgage Co. of South Carolina Beneficial Mortgage Co. of Utah Beneficial Mortgage Co. of Virginia Beneficial Mortgage Corporation Beneficial Nebraska Inc. Beneficial New Jersey Inc. Beneficial New Mexico Inc. Beneficial Ohio Inc. Beneficial Oklahoma Inc. Beneficial Oregon Inc. Beneficial South Dakota Inc. Beneficial Tennessee Inc. Beneficial Texas Inc. Beneficial Washington Inc. Beneficial West Virginia, Inc. Beneficial Wisconsin Inc. Beneficial Wyoming Inc. Household Finance Consumer Discount Company Household Finance Corporation II Household Finance Corporation III Household Finance Corporation of Alabama Household Finance Corporation of California Household Finance Corporation of West Virginia Household Finance Industrial Loan Company of Iowa Household Finance Realty Corporation of Nevada Household Finance Realty Corporation of New York Household Financial Center Inc. Household Industrial Finance Company Household Realty Corporation Mortgage One Corporation] EXHIBIT A HOME EQUITY LOAN SCHEDULE [On file with this paragraph (c).the Indenture Trustee] EXHIBIT B FORM OF NOTES [Attached as Exhibit A to the Indenture]

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR the Transferor and Issuer the Trustee under this Agreement, the Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, including such actions as are requested by Issuerthe Trustee) to maintain and perfect, as a first priority interest, Issuer’s the Trustee's security interest in the ReceivablesTransferor's rights in the Receivables Property. The Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Trustee for Issuer the Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided forfor in this paragraph) the Servicer to file, all financing statements, amendments, continuations, financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Issuer’s Trustee's security interest in the Transferor's rights in the Receivables Property as a first-priority interest (each a “"Filing”"). The Servicer shall present each such Filing to the Issuer Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Trustee pursuant to the Granting Clause Section 2.1 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code UCC in the applicable jurisdiction (or if the Uniform Commercial Code UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuer’s the Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer the Trustee shall promptly authorize in writing the Servicer to, and the Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR or Issuer where allowed by applicable lawUCC. Notwithstanding anything else in the Indenture this Agreement to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer Trustee in accordance with this paragraph (c)8). Any reference in this Schedule to the Rating Agency Condition shall be construed as if Standard & Poor's were the only Rating Agency.

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR and Issuer the Agent, on behalf of the Secured Parties, under this Agreement, Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are Receivables Purchase Agreement requested by Issuer) the Agent, on behalf of the Secured Parties, to maintain and perfect, as a first priority interestinterest (subject only to Permitted Liens), Issuer’s the Agent’s, on behalf of the Secured Parties’, security interest in the ReceivablesReceivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and the proceeds thereof. Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Agent, on behalf of the Secured Parties, for Issuer the Agent, on behalf of the Secured Parties, to authorize (based in reliance on the Opinion opinion of Counsel counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Issuer’s Agent’s, on behalf of the Secured Parties’, security interest in the Receivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and the proceeds thereof as a first-priority interest (subject only to Permitted Liens) (each a “Filing”). Servicer shall present each such Filing to the Issuer Agent, on behalf of the Secured Parties, together with (x) an Opinion opinion of Counsel counsel as to perfection and such other matters as the effect that such Filing is (i) consistent Agent may reasonably request with grant of the security interest to the Issuer pursuant to the Granting Clause of this Agreement, (ii) satisfies all requirements and conditions respect to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests)Filing, and (y) a form of authorization for Issuer’s the Agent’s, on behalf of the Secured Parties’ signature. Upon receipt of such Opinion opinion of Counsel counsel and form of authorization, Issuer the Agent, on behalf of the Secured Parties, shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR Originator, the Seller, or Issuer the Agent, on behalf of the Secured Parties where allowed by applicable law. Notwithstanding anything else in the Indenture Agreement to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer Agent, on behalf of the Secured Parties, in accordance with this paragraph (c17).. Receivables Purchase Agreement SCHEDULE I CREDIT AND COLLECTION POLICY SCH I Third Amended and Restated Receivables Purchase Agreement AFC - Credit Policy AFC Credit Policy Rev. 04/07 Receivables Purchase Agreement AFC - Credit Policy TABLE OF CONTENTS INTRODUCTION 1-1 RESPONSIBILITY AND AUTHORITY 2-1 GOLD ACCOUNTS: Line requests up to [*] (New applications and line increases) 3-1 PLATINUM ACCOUNTS: Line requests [*] (New applications and line increases) 4-1 CREDIT APPROVAL POLICY 5-1 ADDITIONAL CURTAILMENT POLICY 6-1 AUCTION PURCHASES 7-1 NON-AUCTION PURCHASES 8-1 DEALER QUICK APPS POLICY 9-1 CREDIT FILES & MAINTENANCE 10-1 ANNUAL REVIEW POLICY 11-1 SPECIAL PROGRAMS 12-1 LOAN SUPERVISION 13-1 APPENDIX A 14-1 SCH I - i Third Amended and Restated Receivables Purchase Agreement

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR the Seller and Issuer the Administrator under this the Agreement, Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), ) unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuer) the Administrator), to maintain and perfect, as a first priority interest, Issuerthe Administrator’s security interest in the ReceivablesPool Assets. Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Administrator for Issuer the Administrator to authorize (based in reliance on the Opinion opinion of Counsel counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the IssuerAdministrator’s security interest in the Receivables Pool Assets as a first-first priority interest (each a “Filing”). Servicer shall present each such Filing to the Issuer Administrator together with (x) an Opinion opinion of Counsel counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Administrator pursuant to the Granting Clause of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this the Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction UCC (or if the Uniform Commercial Code UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuerthe Administrator’s signature. Upon receipt of such Opinion opinion of Counsel counsel and form of authorization, Issuer the Administrator shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code UCC without the signature of CNHCR the Seller or Issuer the Administrator where allowed by applicable law. Notwithstanding anything else in the Indenture Transaction Document to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer Administrator in accordance with this paragraph 15. SCHEDULE VI COMMITMENTS Purchaser Commitment [***], as Related Committed Purchaser for [***] Commitment: $115,000,000 [***], as a Conduit Purchaser and as Related Committed Purchaser for [***] Commitment: $90,000,000 [***], as Related Committed Purchaser for [***] Commitment: $90,000,000 SCHEDULE VII ADDRESSES Radnor Funding Corp. 000 X Xxxxxxx Xxxx. 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Airgas, Inc. 000 Xxxxx Xxxxxx-Xxxxxxx Xxxx, Suite 100 Radnor, PA 19087 Attention: Xxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 [***] [***] [***] c/o [***] [***] [***] c/o [***] [***] ANNEX B FORM OF PURCHASE NOTICE [ , ] [***] [***] [***] Ladies and Gentlemen: Reference is hereby made to the Third Amended and Restated Receivables Purchase Agreement, dated as of March 17, 2010 (as heretofore amended or supplemented, the “Receivables Purchase Agreement”), among Radnor Funding Corp. (the “Seller”), Airgas, Inc., as Servicer, [***], [***], [***], [***], [***], [***]., the various other members of each Purchaser Group from time to time a party thereto and [***], as administrator (the “Administrator”). Capitalized terms used in this Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes an irrevocable written notice (“Purchase Notice”) pursuant to Section 1.2(a) of the Receivables Purchase Agreement. Seller desires to sell an undivided variable interest in a pool of receivables on [ , ], for a purchase price of $[ ]. The Aggregate Investment after such purchase shall be $[ ]. Each Purchaser Group’s respective aggregate Investment is as follows: Purchaser Group Prior Investment (a) Purchase (b) Investment (a+b) [***] [***] [***] Total Seller hereby represents and warrants as of the date hereof, and as of the date of Purchase, as follows:

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR the Borrower and Issuer the Collateral Agent under this the Agreement and the Security Agreement, Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), ) unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuer) the Collateral Agent), to maintain and perfect, as a first priority interest, Issuerthe Collateral Agent’s security interest in the ReceivablesCollateral. Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Collateral Agent for Issuer the Collateral Agent to authorize (based in reliance on the Opinion opinion of Counsel counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the IssuerCollateral Agent’s security interest in the Receivables Collateral as a first-priority interest (each a “Filing”). Servicer shall present each such Filing to the Issuer Collateral Agent together with (x) an Opinion opinion of Counsel counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Collateral Agent pursuant to the Granting Clause of this Security Agreement, (ii) satisfies all requirements and conditions to such Filing in this the Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction UCC (or if the Uniform Commercial Code UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuerthe Collateral Agent’s signature. Upon receipt of such Opinion opinion of Counsel counsel and form of authorization, Issuer the Collateral Agent shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code UCC without the signature of CNHCR the Borrower or Issuer the Collateral Agent where allowed by applicable law. Notwithstanding anything else in the Indenture Transaction Document to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer Collateral Agent in accordance with this paragraph (c)13.

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR the Depositor and Issuer the Trustee under this Agreement, the Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuerthe Trustee) to maintain and perfect, as a first priority interest, Issuerthe Trustee’s security interest in the ReceivablesHome Equity Loans. The Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Trustee for Issuer the Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the IssuerTrustee’s security interest in the Receivables Home Equity Loans as a first-priority interest (each a “Filing”). The Servicer shall present each such Filing to the Issuer Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Trustee pursuant to the Granting Clause Section 2.01 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuerthe Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer the Trustee shall promptly authorize in writing the Servicer to, and the Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR the Depositor or Issuer the Trustee where allowed by applicable law. Notwithstanding anything else in the Indenture transaction documents to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer in accordance with this paragraph (c)Trustee.

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR the Depositor, the Trust and Issuer the Indenture Trustee under this Agreement, the Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuerthe Indenture Trustee) to maintain and perfect, as a first priority interest, Issuerthe Indenture Trustee’s security interest in the ReceivablesHome Equity Loans. The Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Indenture Trustee for Issuer the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the IssuerIndenture Trustee’s security interest in the Receivables Home Equity Loans as a first-priority interest (each a “Filing”). The Servicer shall present each such Filing to the Issuer Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Trust pursuant to Section 2.01 of this Agreement and the grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this AgreementIndenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuerthe Indenture Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer the Indenture Trustee shall promptly authorize in writing the Servicer to, and the Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR the Depositor or Issuer the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the Indenture transaction documents to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer in accordance Indenture Trustee. SCHEDULE 2 SELLERS Beneficial California Inc. Beneficial Consumer Discount Company Beneficial Delaware Inc. Beneficial Florida Inc. Beneficial Hawaii Inc. Beneficial Homeowner Service Corporation Beneficial Illinois Inc. Beneficial Indiana Inc. Beneficial Iowa Inc. Beneficial Kentucky Inc. Beneficial Loan & Thrift Co. Beneficial Maine Inc. Beneficial Massachusetts Inc. Beneficial Michigan Inc. Beneficial Montana Inc. Beneficial Mortgage Co. of Arizona Beneficial Mortgage Co. of Colorado Beneficial Mortgage Co. of Connecticut Beneficial Mortgage Co. of Georgia Beneficial Mortgage Co. of Idaho Beneficial Mortgage Co. of Kansas, Inc. Beneficial Mortgage Co. of Maryland Beneficial Mortgage Co. of Missouri, Inc. Beneficial Mortgage Co. of Nevada Beneficial Mortgage Co. of New Hampshire Beneficial Mortgage Co. of North Carolina Beneficial Mortgage Co. of Rhode Island Beneficial Mortgage Co. of South Carolina Beneficial Mortgage Co. of Utah Beneficial Mortgage Co. of Virginia Beneficial Mortgage Corporation Beneficial Nebraska Inc. Beneficial New Jersey Inc. Beneficial New Mexico Inc. Beneficial Ohio Inc. Beneficial Oklahoma Inc. Beneficial Oregon Inc. Beneficial South Dakota Inc. Beneficial Tennessee Inc. Beneficial Texas Inc. Beneficial Washington Inc. Beneficial West Virginia, Inc. Beneficial Wisconsin Inc. Beneficial Wyoming Inc. Household Finance Consumer Discount Company Household Finance Corporation II Household Finance Corporation III Household Finance Corporation of California Household Finance Industrial Loan Company of Iowa Household Finance Realty Corporation of Nevada Household Finance Realty Corporation of New York Household Financial Center Inc. Household Industrial Finance Company Household Realty Corporation Mortgage One Corporation EXHIBIT A HOME EQUITY LOAN SCHEDULE [On file with this paragraph (c).the Indenture Trustee] EXHIBIT B FORM OF NOTES [Attached as Exhibit A to the Indenture]

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR the Seller and Issuer the Trustee under this Agreement, the Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuerthe Trustee) to maintain and perfect, as a first priority interest, Issuer’s the Trustee's security interest in the ReceivablesMortgage Loans. The Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer for Issuer the Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Issuer’s Trustee's security interest in the Receivables Mortgage Loans as a first-priority interest (each a “"Filing”"). The Servicer shall present each such Filing to the Issuer Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Trustee pursuant to the Granting Clause Section 2.01 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuer’s the Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer the Trustee shall promptly authorize in writing the Servicer to, and the Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR the Seller or Issuer the Trustee where allowed by applicable law. Notwithstanding anything else in the Indenture transaction documents to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer in accordance with this paragraph Trustee. EXHIBIT A FORM OF CLASS A-1 CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (c"DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT." AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR the Depositor and Issuer the Trustee under this Agreement, the Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuerthe Trustee) to maintain and perfect, as a first priority interest, Issuerthe Trustee’s security interest in the ReceivablesHome Equity Loans. The Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Trustee for Issuer the Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the IssuerTrustee’s security interest in the Receivables Home Equity Loans as a first-priority interest (each a “Filing”). The Servicer shall present each such Filing to the Issuer Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Trustee pursuant to the Granting Clause Section 2.01 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuerthe Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer the Trustee shall promptly authorize in writing the Servicer to, and the Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR the Depositor or Issuer the Trustee where allowed by applicable law. Notwithstanding anything else in the Indenture transaction documents to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer Trustee. EXHIBIT A FORM OF CLASS A AND CLASS M CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE CONSISTS OF (I) A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND (II) THE RIGHT TO RECEIVE CERTAIN AMOUNTS IN THE CARRYOVER RESERVE FUND. [CLASS M CERTIFICATES ONLY:][THIS CLASS M CERTIFICATE IS SUBORDINATE TO CERTAIN CLASSES OF OFFERED CERTIFICATES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.] [CLASS M CERTIFICATES ONLY:][NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE ANY OF (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THAT TRANSFER, OR (B) A REPRESENTATION LETTER WHERE THE CERTIFICATE HAS BEEN SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING TO THE EFFECT THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY PURCHASING THE CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AND THAT THE PURCHASE AND HOLDING OF THE CERTIFICATE IS COVERED UNDER SECTIONS I AND II OF U.S. DEPARTMENT OF LABOR PROHIBITED CLASS EXEMPTION 95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.] Certificate No. : [___] Cut-Off Date : The close of business on September 26, 2007 First Distribution Date : November 20, 2007 Final Scheduled Distribution Date : November 2036 Original Certificate Principal Balance of this Certificate (“Denomination”) : $ Original Class Certificate Principal Balance of this Class : $ Pass-Through Rate : One-Month LIBOR plus ___%, subject to the Net Rate Cap CUSIP : [___] Class : [___] HSBC HOME EQUITY LOAN TRUST (USA) 2007-3 Closed-End Home Equity Loan Asset-Backed Certificates, Series 2007-3 Class [__] evidencing a percentage interest in accordance the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust consisting of a pool of fixed- or declining-rate home equity loans (the “Home Equity Loans”). HSBC Home Equity Loan Corporation II, as Depositor Principal in respect of this paragraph Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class [__] Certificate at any time may be less than the Original Class Certificate Principal Balance set forth on the face hereof, as described herein. This Class [__] Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Sellers, the Servicer, the Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Class [__] Certificate nor the Home Equity Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Class [__] Certificate (cobtained by dividing the principal denomination of this Class [__] Certificate by the aggregate of the principal denominations of all Certificates of this Class) in certain monthly distributions with respect to a Trust consisting primarily of the Home Equity Loans deposited by HSBC Home Equity Loan Corporation II (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of October 18, 2007 (the “Agreement”) among the Depositor, HSBC Finance Corporation, as Servicer (the “Servicer”), HSBC Bank USA, National Association, as Administrator (the “Administrator”), and U.S. Bank National Association, as Trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class [__] Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Certificateholder of this Class [__] Certificate by virtue of the acceptance hereof assents and by which such Certificateholder is bound. Reference is hereby made to the further provisions of this Class [__] Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Class [__] Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Administrator.

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR the Depositor and Issuer the Trustee under this Agreement, the Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuerthe Trustee) to maintain and perfect, as a first priority interest, Issuerthe Trustee’s security interest in the ReceivablesHome Equity Loans. The Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Trustee for Issuer the Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the IssuerTrustee’s security interest in the Receivables Home Equity Loans as a first-priority interest (each a “Filing”). The Servicer shall present each such Filing to the Issuer Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Trustee pursuant to the Granting Clause Section 2.01 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuerthe Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer the Trustee shall promptly authorize in writing the Servicer to, and the Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR the Depositor or Issuer the Trustee where allowed by applicable law. Notwithstanding anything else in the Indenture transaction documents to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer Trustee. EXHIBIT A FORM OF CLASS A AND CLASS M CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE CONSISTS OF (I) A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND (II) THE RIGHT TO RECEIVE CERTAIN AMOUNTS IN THE CARRYOVER RESERVE FUND. [CLASS M CERTIFICATES ONLY:][THIS CLASS M CERTIFICATE IS SUBORDINATE TO CERTAIN CLASSES OF OFFERED CERTIFICATES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.] [CLASS M CERTIFICATES ONLY:][NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE ANY OF (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THAT TRANSFER, OR (B) A REPRESENTATION LETTER WHERE THE CERTIFICATE HAS BEEN SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING TO THE EFFECT THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY PURCHASING THE CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AND THAT THE PURCHASE AND HOLDING OF THE CERTIFICATE IS COVERED UNDER SECTIONS I AND II OF U.S. DEPARTMENT OF LABOR PROHIBITED CLASS EXEMPTION 95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.] Certificate No. : [___] Cut-Off Date : The close of business on May 2, 2007 First Distribution Date : June 20, 2007 Final Scheduled Distribution Date : July 2036 Original Certificate Principal Balance of this Certificate (“Denomination”) : $ Original Class Certificate Principal Balance of this Class : $ Pass-Through Rate : [___]%, subject to the Net Rate Cap CUSIP : [___] Class : [___] HSBC HOME EQUITY LOAN TRUST (USA) 2007-2 Closed-End Home Equity Loan Asset-Backed Certificates, Series 2007-2 Class [__] evidencing a percentage interest in accordance the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust consisting of a pool of fixed- or declining-rate home equity loans (the “Home Equity Loans”). HSBC Home Equity Loan Corporation II, as Depositor Principal in respect of this paragraph Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class [__] Certificate at any time may be less than the Original Class Certificate Principal Balance set forth on the face hereof, as described herein. This Class [__] Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Sellers, the Servicer, the Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Class [__] Certificate nor the Home Equity Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Class [__] Certificate (cobtained by dividing the principal denomination of this Class [__] Certificate by the aggregate of the principal denominations of all Certificates of this Class) in certain monthly distributions with respect to a Trust consisting primarily of the Home Equity Loans deposited by HSBC Home Equity Loan Corporation II (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of May 24, 2007 (the “Agreement”) among the Depositor, HSBC Finance Corporation, as Servicer (the “Servicer”), HSBC Bank USA, National Association, as Administrator (the “Administrator”), and U.S. Bank National Association, as Trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class [__] Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Certificateholder of this Class [__] Certificate by virtue of the acceptance hereof assents and by which such Certificateholder is bound. Reference is hereby made to the further provisions of this Class [__] Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Class [__] Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Administrator.

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR the Depositor and Issuer the Trustee under this Agreement, the Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuerthe Trustee) to maintain and perfect, as a first priority interest, Issuerthe Trustee’s security interest in the ReceivablesHome Equity Loans. The Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Trustee for Issuer the Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the IssuerTrustee’s security interest in the Receivables Home Equity Loans as a first-priority interest (each a “Filing”). The Servicer shall present each such Filing to the Issuer Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Trustee pursuant to the Granting Clause Section 2.01 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuerthe Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer the Trustee shall promptly authorize in writing the Servicer to, and the Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR the Depositor or Issuer the Trustee where allowed by applicable law. Notwithstanding anything else in the Indenture transaction documents to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer Trustee. EXHIBIT A FORM OF CLASS A AND CLASS M CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE CONSISTS OF (I) A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND (II) THE RIGHT TO RECEIVE CERTAIN AMOUNTS IN THE CARRYOVER RESERVE FUND. [CLASS M CERTIFICATES ONLY:][THIS CLASS M CERTIFICATE IS SUBORDINATE TO CERTAIN CLASSES OF OFFERED CERTIFICATES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.] [CLASS M CERTIFICATES ONLY:][NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE ANY OF (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THAT TRANSFER, OR (B) A REPRESENTATION LETTER WHERE THE CERTIFICATE HAS BEEN SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING TO THE EFFECT THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY PURCHASING THE CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AND THAT THE PURCHASE AND HOLDING OF THE CERTIFICATE IS COVERED UNDER SECTIONS I AND II OF U.S. DEPARTMENT OF LABOR PROHIBITED CLASS EXEMPTION 95-60, OR (C) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.] Certificate No. : [___] Cut-Off Date : The close of business on November 15, 2006 First Distribution Date : January 22, 2007 Final Scheduled Distribution Date : March 2036 Original Certificate Principal Balance of this Certificate (“Denomination”) : $ Original Class Certificate Principal Balance of this Class : $ Pass-Through Rate : [___]%, subject to the Net Rate Cap CUSIP : [___] Class : [___] HSBC HOME EQUITY LOAN TRUST (USA) 2006-4 Closed-End Home Equity Loan Asset-Backed Certificates, Series 2006-4 Class [__] evidencing a percentage interest in accordance the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust consisting of a pool of fixed- or declining-rate home equity loans (the “Home Equity Loans”). HSBC Home Equity Loan Corporation II, as Depositor Principal in respect of this paragraph Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class [__] Certificate at any time may be less than the Original Class Certificate Principal Balance set forth on the face hereof, as described herein. This Class [__] Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Sellers, the Servicer, the Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Class [__] Certificate nor the Home Equity Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Class [__] Certificate (cobtained by dividing the principal denomination of this Class [__] Certificate by the aggregate of the principal denominations of all Certificates of this Class) in certain monthly distributions with respect to a Trust consisting primarily of the Home Equity Loans deposited by HSBC Home Equity Loan Corporation II (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of December 14, 2006 (the “Agreement”) among the Depositor, HSBC Finance Corporation, as Servicer (the “Servicer”), HSBC Bank USA, National Association, as Administrator (the “Administrator”), and U.S. Bank National Association, as Trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class [__] Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Certificateholder of this Class [__] Certificate by virtue of the acceptance hereof assents and by which such Certificateholder is bound. Reference is hereby made to the further provisions of this Class [__] Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Class [__] Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Administrator.

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in In order to evidence the interests of CNHCR the Issuer and Issuer the Trustee under this AgreementBase Indenture, the Servicer shall shall, from time to time take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraphfiling financing statements) as may be necessary or advisable (including, without limitation, including such actions as are requested by Issuerthe Secured Party) to maintain and perfect, as a first first-priority interest, the Issuer’s or the Trustee’s ownership or security interest in the ReceivablesReceivables and perfect the Issuer’s or the Trustee’s ownership or security interest in collateral covering the Receivables or any Trust Account (or any subaccount thereof). The Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Trustee for Issuer to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, Trustee’s authorization and approval all financing statements, amendments, continuations, continuations or initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Issuer’s security interest in the Receivables as a first-priority interest (each a “Filing”). Servicer shall present each such Filing to the Issuer together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the Trustee’s security interest to in the Issuer pursuant to the Granting Clause of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing Trust Estate. The Trustee’s approval of such type filings shall authorize the Servicer to file such financing statements under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuer’s signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code UCC without the signature of CNHCR the Issuer, any Seller or Issuer the Trustee where allowed by applicable law. Notwithstanding anything else in the Indenture Transaction Documents to the contrary, the Servicer shall not have any authority to effect file a Filing termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without obtaining the prior written authorization from consent of the Issuer in accordance with this paragraph (c)Trustee. The Trustee may require, prior to authorizing or filing any such termination, partial termination, release, partial release or amendment, that Servicer provide an Opinion of Counsel that such filings are authorized under the Transaction Documents.

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR the Depositor, the Trust and Issuer the Indenture Trustee under this Agreement, the Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuerthe Indenture Trustee) to maintain and perfect, as a first priority interest, Issuerthe Indenture Trustee’s security interest in the ReceivablesHome Equity Loans. The Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Indenture Trustee for Issuer the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the IssuerIndenture Trustee’s security interest in the Receivables Home Equity Loans as a first-priority interest (each a “Filing”). The Servicer shall present each such Filing to the Issuer Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Trust pursuant to Section 2.01 of this Agreement and the grant of the security interest to the Indenture Trustee pursuant to the Granting Clause of this AgreementIndenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuerthe Indenture Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer the Indenture Trustee shall promptly authorize in writing the Servicer to, and the Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR the Depositor or Issuer the Trust or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the Indenture transaction documents to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer in accordance Indenture Trustee. SCHEDULE 2 SELLERS BENEFICIAL ALABAMA INC. BENEFICIAL CALIFORNIA INC. BENEFICIAL CONSUMER DISCOUNT COMPANY BENEFICIAL DELAWARE INC. BENEFICIAL FLORIDA INC. BENEFICIAL HAWAII INC. BENEFICIAL HOMEOWNER SERVICE CORPORATION BENEFICIAL ILLINOIS INC. BENEFICIAL INDIANA INC. BENEFICIAL IOWA INC. BENEFICIAL KENTUCKY INC. BENEFICIAL MAINE INC. BENEFICIAL MICHIGAN INC. BENEFICIAL MORTGAGE CO. OF ARIZONA BENEFICIAL MORTGAGE CO. OF COLORADO BENEFICIAL MORTGAGE CO. OF CONNECTICUT BENEFICIAL MORTGAGE CO. OF GEORGIA BENEFICIAL MORTGAGE CO. OF IDAHO BENEFICIAL MORTGAGE CO. OF KANSAS, INC. BENEFICIAL MORTGAGE CO. OF LOUISIANA BENEFICIAL MORTGAGE CO. OF MARYLAND BENEFICIAL MORTGAGE CO. OF MISSOURI, INC. BENEFICIAL MORTGAGE CO. OF NEVADA BENEFICIAL MORTGAGE CO. OF NORTH CAROLINA BENEFICIAL MORTGAGE CO. OF RHODE ISLAND BENEFICIAL MORTGAGE CO. OF SOUTH CAROLINA BENEFICIAL MORTGAGE CO. OF UTAH BENEFICIAL MORTGAGE CO. OF VIRGINIA BENEFICIAL NEBRASKA INC. BENEFICIAL NEW JERSEY INC. BENEFICIAL NEW MEXICO INC. BENEFICIAL OHIO INC. BENEFICIAL OKLAHOMA INC. BENEFICIAL OREGON INC. BENEFICIAL SOUTH DAKOTA INC. BENEFICIAL TENNESSEE INC. BENEFICIAL TEXAS INC. BENEFICIAL WASHINGTON INC. BENEFICIAL WEST VIRGINIA, INC. BENEFICIAL WISCONSIN INC. BENEFICIAL WYOMING INC. HOUSEHOLD FINANCE CONSUMER DISCOUNT COMPANY HOUSEHOLD FINANCE CORPORATION II HOUSEHOLD FINANCE CORPORATION III HOUSEHOLD FINANCE CORPORATION OF ALABAMA HOUSEHOLD FINANCE CORPORATION OF CALIFORNIA HOUSEHOLD FINANCE INDUSTRIAL LOAN COMPANY OF IOWA HOUSEHOLD FINANCE REALTY CORPORATION OF NEVADA HOUSEHOLD FINANCE REALTY CORPORATION OF NEW YORK HOUSEHOLD FINANCIAL CENTER INC. HOUSEHOLD REALTY CORPORATION MORTGAGE ONE CORPORATION EXHIBIT A HOME EQUITY LOAN SCHEDULE [On file with this paragraph (c).the Indenture Trustee] EXHIBIT B FORM OF NOTES [Attached as Exhibit A to the Indenture]

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR the Seller and Issuer the Administrator under this the Agreement, Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), ) unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuer) the Administrator), to maintain and perfect, as a first priority interest, Issuerthe Administrator’s security interest in the ReceivablesPool Assets. Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Administrator for Issuer the Administrator to authorize (based in reliance on the Opinion opinion of Counsel counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the IssuerAdministrator’s security interest in the Receivables Pool Assets as a first-first priority interest (each a “Filing”). Servicer shall present each such Filing to the Issuer Administrator together with (x) an Opinion opinion of Counsel counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Administrator pursuant to the Granting Clause of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this the Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction UCC (or if the Uniform Commercial Code UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuerthe Administrator’s signature. Upon receipt of such Opinion opinion of Counsel counsel and form of authorization, Issuer the Administrator shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code UCC without the signature of CNHCR the Seller or Issuer the Administrator where allowed by applicable law. Notwithstanding anything else in the Indenture Transaction Document to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer Administrator in accordance with this paragraph 15. SCHEDULE VI COMMITMENTS Purchaser Commitment THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Related Committed Purchaser for Victory Commitment: $115,000,000 WORKING CAPITAL MANAGEMENT CO., LP, as a Conduit Purchaser and as Related Committed Purchaser for Working Capital Commitment: $90,000,000 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK NEW YORK BRANCH, as Related Committed Purchaser for Atlantic Commitment: $90,000,000 SCHEDULE VII ADDRESSES Radnor Funding Corp. 000 X Xxxxxxx Xxxx. 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Airgas, Inc. 000 Xxxxx Xxxxxx-Xxxxxxx Xxxx, Suite 100 Radnor, PA 19087 Attention: Xxx Xxxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Securitization Group Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Victory Receivables Corporation c/o Global Securitization Services, LLC 000 Xxxx 00xx Xxxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: Xxxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Working Capital Management Co., LP c/o Mizuho Corporate Bank, Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Conduit Management Group Telephone: (000) 000-0000 (000) 000-0000 Facsimile: (000) 000-0000 Mizuho Corporate Bank, Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: Conduit Management Group Telephone: (000) 000-0000 (000) 000-0000 Facsimile: (000) 000-0000 Atlantic Asset Securitization LLC c/o Credit Agricole Corporate and Investment Bank New York Branch 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: DCM Securitization Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Credit Agricole Corporate and Investment Bank New York Branch 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attention: DCM Securitization Telephone: (000) 000-0000 Facsimile: (000) 000-0000 ANNEX B FORM OF PURCHASE NOTICE [ , ] The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch 1251 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 Credit Agricole Corporate and Investment Bank, New York Branch 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Mizuho Corporate Bank Ltd. 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Reference is hereby made to the Third Amended and Restated Receivables Purchase Agreement, dated as of March 17, 2010 (as heretofore amended or supplemented, the “Receivables Purchase Agreement”), among Radnor Funding Corp. (the “Seller”), Airgas, Inc., as Servicer, Victory Receivables Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Atlantic Asset Securitization LLC, Credit Agricole Corporate and Investment Bank, Working Capital Management Co., LP, Mizuho Corporate Bank, Ltd., the various other members of each Purchaser Group from time to time a party thereto and The Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch, as administrator (the “Administrator”). Capitalized terms used in this Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes an irrevocable written notice (“Purchase Notice”) pursuant to Section 1.2(a) of the Receivables Purchase Agreement. Seller desires to sell an undivided variable interest in a pool of receivables on [ , ], for a purchase price of $[ ]. The Aggregate Investment after such purchase shall be $[ ]. Each Purchaser Group’s respective aggregate Investment is as follows: Purchaser Group Prior Investment (a) Purchase (b) Investment (a+b) Victory Atlantic Working Capital Total Seller hereby represents and warrants as of the date hereof, and as of the date of Purchase, as follows:

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR Debtor and Issuer the Secured Party under this the Specified Agreement, Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by IssuerDebtor) to maintain and perfect, as a first priority interest, Issuer’s the Secured Party's security interest in the Receivables. Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Secured Party for Issuer the Secured Party to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Issuer’s Secured Party's security interest in the Receivables as a first-priority interest (each a “"Filing”"). Servicer shall present each such Filing to the Issuer Secured Party together with (x) an Opinion of Counsel Officer's Certificate to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Secured Party pursuant to the Granting Clause of this Specified Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuer’s the Secured Party's signature. Upon receipt of such Opinion of Counsel Officer's Certificate and form of authorization, Issuer Debtor shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR the Secured Party or Issuer Debtor where allowed by applicable law. Notwithstanding anything else in the Indenture Specified Agreement to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer Debtor in accordance with this paragraph (c).. 15 MASTER INDENTURE

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR Seller and Issuer the Administrator under the Purchase Agreement and this Agreement, Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuerthe Administrator) to maintain and perfect, as a first priority interest, Issuer’s the Administrator's security interest in the ReceivablesPool Assets. Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Administrator for Issuer the Administrator to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Issuer’s Administrator's security interest in the Receivables Pool Assets as a first-priority interest (each a “"Filing”"). Servicer shall present each such Filing to the Issuer Administrator together with (x) an Opinion of Counsel in form and substance reasonably satisfactory to the effect that such Filing is (i) consistent with grant of the security interest Administrator and, to the Issuer pursuant to the Granting Clause of this Agreementextent required by any Rating Agency, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuer’s signatureRating Agency. Upon receipt of such Opinion of Counsel and form of authorization, Issuer The Administrator shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR Seller or Issuer the Administrator where allowed by applicable law. Notwithstanding anything else in the Indenture this Agreement to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer Administrator in accordance with this paragraph paragraph. SCHEDULE 6.01(m) LIST OF OFFICES OF SELLER WHERE RECORDS ARE KEPT Maxtor Receivables Corporation 500 McCarthy Drive Milpitas, California 95035 XXXXXXXX 6.01(n) LIST OF LOCK-BOX BANKS First Union National Bank 1345 Chestnut Street Philadelphia, PA 19101-7618 Attention: Jeffrey Xxxx Xxxxxxx Xx. 0000-0000 XXXXXXXX 7.01(e) FORMS OF CONTRACTS SEE ATTACHED SCHEDULE 7.01(g) DESCRIPTION OF CREDIT AND COLLECTION POLICY SEE ATTACHED SCHEDULE 14.02 NOTICE ADDRESSES BLUE KEEL: Blue Keel Funding, LLC c/o Global Securitization Services, LLC 114 West 47th Street, Suite 1715 New York, New York 10036 Telephone: 000/000-0000 Xxxxxxxxx: 000/000-0000 XXXXXXXXXXXXX XXX BLUE KEEL AGENT: Xxxxx National Bank Fleet Corporate Finance 100 Federal Street, 11th Floor Mail Stop: MA-DE-100-11-F Boston, Maxxxxxxxxxxx 00000 Xxxxxxxxx: Paul Schmieder Telephone: 000/000-0000 Xxxxxxxxx: 000/346-4690 SELXXX: Xxxxxx Xeceivables Corporxxxxx 000 McCarthy Drive Milpitas, California 95035 Attention: Glen Haubx, Xxxxxxxxx Telephone: 408/324-7686 Facsimile No.: 408/430-0000 XARENT: Maxtor Corporation 500 XxXxxthy Drive Milpitas, California 95035 Attention: Glen Haubx, Xxxxxxxxx Texxxxxxx: 008/324-7686 Facsimile: 408/432-4480 LIBERTY STREET: Liberty Street Fuxxxxx Xxrp. c/o Global Securitization Services, LLC 114 West 47th Street, Suite 1715 New York, New York 10036 Attentiox: Xxxxxx X. Xxxxx Xxxxxxxxx: 000/000-0000 Xxxxxxxxx: 212/302-8767 XXXXXXX XXXXXX AGENT: The Bank ox Xxxx Xcotia One Liberty Plaza 26th Floor New York, New York 10006 Attention: Xxxx Xxxxxxx Xxxxxxxxx: 000/000-0000 Xxxxxxxxx: 000/225-5090 HOLXXXX: Xxxxxnd Limited Securitxxxxxxx, Inc. c/o Lord Securities Corporation 48 Wall Street New York, New York Telephone: 212/346-9000 Facsimilx: 000/000-0000 HOLLAND AGENT: ING Baring (cU.S.) Capital Markets LLC 1325 Avenue of the Americas New York, New York 10019 Attention: Lxxxxx Xxxxxx Xxxxxxxxx: 000/000-0000 Xxxxxxxxx: 006/424-6251 EXHIBIT 3.01 FORM OF SERVICER REPORT SEE ATTACHED EXHIBIT 3.01-A FORM OF DAILY REPORT SEE ATTACHED EXHIBIT 5.01(g)-1 FORM OF IN-HOUSE COUNSEL OPINION SEE ATTACHED EXHIBIT 5.01(g)-2 FORM OF ENFORCEABILITY OPINION SEE ATTACHED EXHIBIT 5.01(g)-3 FORM OF TRUE SALE OPINION SEE ATTACHED EXHIBIT 5.01(g)-4 FORM OF SUBSTANTIVE CONSOLIDATION OPINION SEE ATTACHED EXHIBIT 5.01 FORM OF LOCK-BOX AGREEMENT [Letterhead of Seller] LOCK-BOX AGREEMENT ______________, 200__ [Name and Address of Lock-Box Bank] Ladies and Gentlemen: Reference is made to our [lock-box]*/ account[s] no[s]. maintained with you (the "Account[s]"). Pursuant to an Amended and Restated Receivables Purchase Agreement dated as of November 15, 2001 among us, as Seller, Blue Keel Funding, LLC ("Blue Keel") and the other parties named therein, as Conduit Purchasers, the financial institutions party thereto, as Committed Purchasers, the parties named therein as Agents, Maxtor Corporation, as Servicer, and Fleet National Bank, as agent for Blue Keel and as administrator (the "Administrator"), we have assigned and/or may hereafter assign to the Administrator, for the benefit of the Purchasers and their assigns, one or more undivided percentage interests in accounts, chattel paper, instruments or general intangibles (collectively, "Receivables") with respect to which payments are or may hereafter be made to the Account[s], and have granted to the Administrator, for the benefit of the Purchasers and their assigns, a security interest in such Receivables, the Account[s], amounts on deposit therein and related property. Your execution of this letter agreement is a condition precedent to our continued maintenance of the Account[s] with you. We hereby transfer exclusive ownership and control of the Account[s] to the Administrator on behalf of the Purchasers and their assigns, subject only to the condition subsequent that the Administrator shall have given you notice of its election to assume such ownership and control, which notice may be in the form attached hereto as Exhibit A or in any other form that gives you reasonable notice of such election. We hereby irrevocably instruct you, at all times from and after the date of your receipt of notice from the Administrator as described above, to make all payments to be made by you out of or in connection with the Account[s] directly to the Administrator, at its address set forth below its signature hereto or as the Administrator otherwise notifies you, for the account of the Purchasers (account # , ABA # ____), or otherwise in accordance with the instructions of the Administrator. We also hereby notify you that, at all times from and after the date of your receipt of notice from the Administrator as described above, the Administrator shall be irrevocably entitled to exercise in our place and stead any and all rights in respect of or in connection with the Account[s], including, without limitation, (a) the right to specify when payments are to be made out of or in connection with the Account[s] and (b) the right to require preparation of duplicate monthly bank statements on the Account[s] for the Administrator's audit purposes and mailing of such statements directly to an address specified by the Administrator. Notice from the Administrator may be personally served or sent by facsimile or U.S. mail, certified return receipt requested, to the address or facsimile number set forth under your signature to this letter agreement (or to such other address or facsimile number as to which you shall notify the Administrator in writing). If notice is given by facsimile, it will be deemed to have been received when the notice is sent and the receipt is confirmed by telephone or other electronic means. All other notices will be deemed to have been received when actually received or, in the case of personal delivery, delivered. By executing this letter agreement, you acknowledge and consent to the existence of the Administrator's right to ownership and control of the Account[s] and the Administrator's security interest in the Account[s] and amounts from time to time on deposit therein and agree that from the date hereof the Account[s] shall be maintained by you for the benefit of, and amounts from time to time therein held by you as agent for, the Administrator on the terms provided herein. The Account[s] [is/are] to be titled "Maxtor Receivables Corporation and Fleet National Bank as the Administrator for the Purchasers and their assigns, as their interests may appear". Except as otherwise provided in this letter agreement, payments to the Account[s] are to be processed in accordance with the standard procedures currently in effect. All service charges and fees with respect to the Account[s] shall continue to be payable by us as under the arrangements currently in effect. By executing this letter agreement, you irrevocably waive and agree not to assert, claim or endeavor to exercise, irrevocably bar and estop yourself from asserting, claiming or exercising, and acknowledge that you have not heretofore received a notice, writ, order or any form of legal process from any other person or entity asserting, claiming or exercising, any right of set-off, banker's lien or other purported form of claim with respect to [any of] the Account[s] or any funds from time to time therein. Except for your right to payment of your service charges and fees and to make deductions for returned items, you shall have no rights in the Account[s] or funds therein. To the extent you may ever have such rights, you hereby expressly subordinate all such rights to all rights of the Administrator. You may terminate this letter agreement by canceling the Account[s] maintained with you, which cancellation and termination shall become effective only upon thirty days' prior written notice thereof from you to the Administrator. Incoming [mail addressed to] [wire transfers to] the Account[s] received after such cancellation shall be forwarded in accordance with the Administrator's instructions. This letter agreement may also be terminated upon written notice to you by the Administrator stating that the Receivables Purchase Agreement pursuant to which this letter agreement was obtained is no longer in effect. Except as otherwise provided in this paragraph, this letter agreement may not be terminated or amended without the prior written consent of the Administrator. This letter agreement may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Please acknowledge your agreement to the terms set forth in this letter agreement by signing the two copies of this letter agreement enclosed herewith in the space provided below, sending one such signed copy to the Administrator at its address provided above and returning the other signed copy to us. Very truly yours, MAXTOR RECEIVABLES CORPORATION By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Acknowledged and agreed to as of the date first written above: FLEET NATIONAL BANK, as Administrator By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Address for notice: Fleet Corporate Finance 100 Federal Street 11th Floox Xxxx Xxxx: XX-XX-000-00-X Boston, Massachusetts 02110 Xxx. Xx. 000/000-0000 Facsimile No. 617/300-0000 [NAME OF LOCK-BOX BANK] By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Address for notice: Attention: ----------------------------- Tel. No.: ----------------------------- Facsimile No.: ------------------------- EXHIBIT A to Lock-Box Agreement [Letterhead of Fleet National Bank] [Name and Address of Lock-Box Bank] Re: Maxtor Receivables Corporation [Lock-Box]**/ Account No[s]. [and ] Ladies and Gentlemen: Reference is made to the letter agreement dated _ , 200_ (the "Letter Agreement") among Maxtor Receivables Corporation, the undersigned, as Administrator and you concerning the above described [lock-box]* account[s] (the "Account[s]"). We hereby give you notice of our assumption of ownership and control of the Account[s] as provided in the Letter Agreement. We hereby instruct you to make all payments to be made by you out of or in connection with the Account[s] [directly to the undersigned, at [our address set forth above], for the account of the Purchasers (account no. _)]. [other instructions] Very truly yours, FLEET NATIONAL BANK, as Administrator By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT 7.01(i) CALCULATION OF REQUIRED NET WORTH SEE ATTACHED APPENDIX A

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

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR the Depositor and Issuer the Trustee under this Agreement, the Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuerthe Trustee) to maintain and perfect, as a first priority interest, Issuerthe Trustee’s security interest in the ReceivablesHome Equity Loans. The Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Trustee for Issuer the Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the IssuerTrustee’s security interest in the Receivables Home Equity Loans as a first-priority interest (each a “Filing”). The Servicer shall present each such Filing to the Issuer Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Trustee pursuant to the Granting Clause Section 2.01 of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuerthe Trustee’s signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer the Trustee shall promptly authorize in writing the Servicer to, and the Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR the Depositor or Issuer the Trustee where allowed by applicable law. Notwithstanding anything else in the Indenture transaction documents to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer in accordance with this paragraph Trustee. EXHIBIT A FORM OF CLASS A AND CLASS M CERTIFICATE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (c“DTC”), TO THE ADMINISTRATOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE CONSISTS OF (I) A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), AND (II) THE RIGHT TO RECEIVE CERTAIN AMOUNTS IN THE CARRYOVER RESERVE FUND. [CLASS M CERTIFICATES ONLY:][THIS CLASS M CERTIFICATE IS SUBORDINATE TO CERTAIN CLASSES OF OFFERED CERTIFICATES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.] [CLASS M CERTIFICATES ONLY:][NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE ANY OF (A) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT TO EFFECT THAT TRANSFER, OR (B) A REPRESENTATION LETTER WHERE THE CERTIFICATE HAS BEEN SUBJECT TO AN ERISA-QUALIFYING UNDERWRITING TO THE EFFECT THAT SUCH TRANSFEREE IS AN INSURANCE COMPANY PURCHASING THE CERTIFICATE WITH FUNDS CONTAINED IN AN “INSURANCE COMPANY GENERAL ACCOUNT” AND THAT THE PURCHASE AND HOLDING OF THE CERTIFICATE IS COVERED UNDER SECTIONS I AND II OF U.S. DEPARTMENT OF LABOR PROHIBITED CLASS EXEMPTION 95-60, OR