Common use of Intention of the Parties Clause in Contracts

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

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

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

Intention of the Parties. The parties to execution and delivery of this Agreement and of each Subsequent Purchase Agreement shall constitute an acknowledgment by AFL and ARFC that they intend that each assignment and transfer herein and therein contemplated constitute a sale and assignment outright, and not for security, of the transactions contemplated hereby shall Initial Receivables and the Initial Other Conveyed Property and the Subsequent Receivables and Subsequent Other Conveyed Property, as the case may be, conveying good title thereto free and shall be treated asclear of any Liens, a purchase by CNHCR from AFL to ARFC, and a sale by CNHICA of that the Initial Receivables and the Initial Other Conveyed Property and the Subsequent Receivables and Subsequent Other Conveyed Property shall not as be a lending transaction, such that part of AFL's estate in the event of a filing the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of a petition for relief by or against CNHICA under the Bankruptcy Codeanother similar event, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to, AFL. In the event that such conveyance is determined to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible made as security for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a salemade by ARFC, CNHICA the Trust or the Noteholders to AFL, the parties intend that AFL shall be deemed hereunder to have granted to CNHCR ARFC a security interest in all of CNHICA’s AFL's right, title and interest in and to the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary Initial Receivables and the Initial Other Conveyed Property and the Subsequent Receivables and Subsequent Other Conveyed Property, as the case may be, conveyed pursuant to Section 2.1 hereof or otherwise) under pursuant to any Subsequent Purchase Agreement, and that this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this each Subsequent Purchase Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA CNHCA of the Purchased Contracts and the Subsequent CNHCA Receivables and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA CNHCA under the Bankruptcy Code, (i) such Purchased Contracts and Subsequent CNHCA Receivables would not be property of CNHICACNHCA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Purchased Contracts and Subsequent CNHCA Receivables or collections thereon by CNHCR to CNHICA CNHCA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Purchased Contracts and Subsequent CNHCA Receivables not in the possession of CNHICA CNHCA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICACNHCA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Purchased Contract or any Subsequent CNHCA Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA CNHCA or any other Person in connection with the Purchased Contracts or the Subsequent CNHCA Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA CNHCA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICACNHCA’s right, title and interest in and to the CNHICA Assets. Such security interest shall secure all of CNHICACNHCA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.12.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The It is the intention of the parties to hereto that the sale of the Purchased Receivables hereunder shall constitute a “sale of accounts”, as such term is used in Section 9-109(a) of the UCC and therefore this Agreement is intended to create a “security interest” in the Purchased Receivables within the meaning of the UCC in favor of the Purchaser. The Funding Seller and the Purchaser intend the sales of Purchased Receivables hereunder to be considered to be “true sales” of the Purchased Receivables and Related Rights by the Funding Seller to the Purchaser that (A) shall constitute irrevocable, absolute transfers of the transactions contemplated hereby same by the Funding Seller to the Purchaser and (B) provide the Purchaser with the full benefits of ownership of the Purchased Receivables and Related Rights. If, notwithstanding such intent, any Purchased Receivables or Related Rights are determined to be property of the Funding Seller’s estate and the conveyance of such property hereunder shall be characterized as a loan secured by such property (any of the foregoing being referred to herein as a “Recharacterization”), then (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA “security agreement” within the meaning of the Receivables UCC, and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel conveyance by the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not Funding Seller provided for in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA this Agreement shall be deemed hereunder to have granted be a grant by the Funding Seller to CNHCR the Purchaser, and the Funding Seller hereby grants to the Purchaser, a security interest in in, to and under all of CNHICAthe Funding Seller’s right, title and interest in in, to and under the Purchased Receivables and Related Rights conveyed by the Funding Seller to the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a partyPurchaser, hereunder, whether now or hereafter existing or arisingcreated, due to secure (1) the rights of the Purchaser hereunder, (2) a loan by the Purchaser to the Funding Seller in the amount of the Funded Amount from time to time and (3) without limiting any of the foregoing, the payment and performance of the obligations (whether monetary or otherwise) from time to become duetime owing by the Funding Seller to the Purchaser hereunder. The Funding Seller shall take such actions as may be necessary to ensure that a security interest in such Purchased Receivables will be a perfected security interest of first priority in favor of the Purchaser under the UCC and all other applicable law and shall be maintained as such throughout the term of this Agreement. If a Recharacterization were to occur, direct or indirectafter the occurrence of any Termination Event, absolute or contingent. CNHCR the Purchaser and its permitted assignees (including the Bank Collections Agent, to the extent contemplated by the Onward Receivables Purchase Agreement) shall have, with respect to the property described in Section 2.1, and in addition to the rights and remedies contemplated by this Agreement and the other Transaction Documents, all the other rights and remedies available against the Funding Seller and the Originators provided to CNHCR a secured creditor under this Agreement the UCC and other applicable law, all and the rights and remedies parties hereto agree that each remittance of a secured party under any applicable UCCCollections to the Purchaser hereunder shall be, and this Agreement shall constitute a security agreement under applicable lawor have been, in payment of debt incurred by the Funding Seller in the ordinary course of its business.

Intention of the Parties. The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA NH Credit of the NH Purchased Contracts and the Subsequent NH Receivables and any True Lease Equipment related to such NH Purchased Contracts or Subsequent NH Receivables, as the case may be, and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any ReceivablesNH Purchased Contract or any Subsequent NH Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA NH Credit or any other Person in connection with the NH Purchased Contracts or the Subsequent NH Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. If (but only to the extent thatextent) that the transfer of the CNHICA NH Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA NH Credit shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICA’s NH Credit's right, title and interest in and to the CNHICA NH Assets. Such security interest shall secure all of CNHICA’s NH Credit's obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.12.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA NH Credit of the NH Purchased Contracts and the Subsequent NH Receivables and any True Lease Equipment, in each case, related thereto, as the case may be, and not as a lending transaction, such so that in the event of a filing of a petition for relief by or against CNHICA NH Credit under the Bankruptcy Code, (i) such NH Purchased Contracts, Subsequent NH Receivables and True Lease Equipment would not be property of CNHICANH Credit’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such NH Purchased Contracts, Subsequent NH Receivables or collections thereon and True Lease Equipment by CNHCR to CNHICA NH Credit under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such the NH Purchased Contracts, Subsequent NH Receivables and True Lease Equipment not in the possession of CNHICA NH Credit would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICANH Credit’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any ReceivablesNH Purchased Contract or any Subsequent NH Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA NH Credit or any other Person in connection with the NH Purchased Contracts or the Subsequent NH Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. If (but only to the extent thatextent) that the transfer of the CNHICA NH Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA NH Credit shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICANH Credit’s right, title and interest in and to the CNHICA NH Assets. Such security interest shall secure all of CNHICANH Credit’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.12.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The parties It is the express intent of each Originator and the Company that each conveyance by such Originator to the Company pursuant to this Agreement intend that of any Receivables and Related Rights, including, without limitation, all Sold Receivables, if any, constituting “accounts,” “chattel paper,” “payment intangibles,” “instruments” or “general intangibles” (each as defined in the transactions contemplated hereby shall UCC), be construed as a valid and perfected sale or contribution, as the case may be, and shall absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Company be treated asprior to the rights of and enforceable against all other Persons at any time, a purchase including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that an outright sale of receivables and interests in receivables is governed by CNHCR and Article 9 of the UCC (“Article 9”), notwithstanding that such a sale by CNHICA is not intended for security. The parties also acknowledge that, as a drafting convention under Article 9, terms used under Article 9 for secured transactions also apply to outright sales of receivables, including “debtor,” which applies to a seller of receivables, “secured party,” which applies to a buyer of receivables, and “security interest,” which applies to the buyer’s outright ownership interest. Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and such use does not affect the nature of the outright sale or contribution hereunder of the Receivables and not by the Originators to the Company. Thus, under the Article 9 drafting convention, the outright sale or contribution of the Sold Receivables may be described as a lending transactiontransaction by which the Originators have granted to the Company a security interest in, among other things, the Sold Receivables. However, if, contrary to the mutual intent of the parties, any conveyance hereunder of Receivables and Related Rights is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that in is prior to the event rights of a filing and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through any Originator, then, it is the intent of a petition for relief by or against CNHICA under such Originator and the Bankruptcy Code, Company that (i) such Receivables would not this Agreement also shall be property of CNHICA’s bankruptcy estate under Section 541 deemed to be, and hereby is, a security agreement within the meaning of the Bankruptcy Code, UCC; and (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Company as of the date of this Agreement, and such Originator hereby grants to the Company, a security interest in in, to and under, all of CNHICAsuch Originator’s right, title and interest in and to each Receivable generated by such Originator prior to the CNHICA Assets. Such security interest shall secure Purchase and Sale Termination Date and all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a partyRelated Rights with respect thereto, whether now existing or hereafter existing or arising, due or created by such Originator to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect secure the prompt and complete payment of a loan deemed to have been made by the Company to such Originator in an amount equal to the property described in Section 2.1Purchase Price of the Receivables originated by such Originator, and in addition to together with all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies obligations of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawsuch Originator hereunder.

Intention of the Parties. The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA of the [[Initial] Receivables and the Subsequent CNHICA] Receivables and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such [[Initial] Receivables and Subsequent CNHICA] Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such [[Initial] Receivables and Subsequent CNHICA] Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such [[Initial] Receivables and Subsequent CNHICA] Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any [[Initial] Receivables or any Subsequent CNHICA] Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the [[Initial] Receivables or the Subsequent CNHICA] Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICA’s right, title and interest in and to the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.12.1 [and Section 2.2], and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The parties It is the express intent of each Originator and the Company that each conveyance by such Originator to the Company pursuant to this Agreement intend that of any Receivables and Related Rights, including, without limitation, all Sold Receivables, if any, constituting “accounts,” “chattel paper,” “payment intangibles,” “instruments” or “general intangibles” (each as defined in the transactions contemplated hereby shall UCC), be construed as a valid and perfected sale or contribution, as the case may be, and shall absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Company be treated asprior to the rights of and enforceable against all other Persons at any time, a purchase including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that an outright sale of receivables and interests in receivables is governed by CNHCR and Article 9 of the UCC (“Article 9”), notwithstanding that such a sale by CNHICA is not intended for security. The parties also acknowledge that, as a drafting convention under Article 9, terms used under Article 9 for secured transactions also apply to outright sales of receivables, including “debtor,” which applies to a seller of receivables, “secured party,” which applies to a buyer of receivables, and “security interest,” which applies to the buyer’s outright ownership interest. Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and such use does not affect the nature of the outright sale or contribution hereunder of the Receivables and not by the Originators to the Company. Thus, under the Article 9 drafting convention, the outright sale or contribution of the Sold Receivables may be described as a lending transactiontransaction by which the Originators have granted to the Company a security interest in, among other things, the Sold Receivables. However, if, contrary to the mutual intent of the parties, any conveyance hereunder of Receivables and Related Rights is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that in is prior to the event rights of a filing and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through any Originator, then, it is the intent of a petition for relief by or against CNHICA under such Originator and the Bankruptcy Code, Company that (i) such Receivables would not this Agreement also shall be property of CNHICA’s bankruptcy estate under Section 541 deemed to be, and hereby is, a security agreement within the meaning of the Bankruptcy Code, UCC; and (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Company as of the date of this Agreement, and such Originator hereby grants to the Company, a security interest in in, to and under, all of CNHICAsuch Originator’s right, title and interest in and to each Receivable generated by such Originator prior to the CNHICA Assets. Such security interest shall secure Purchase and Sale Termination Date and all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a partyRelated Rights with respect thereto, whether now existing or hereafter existing or arising, due or created by such Originator to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the property described in Section 2.1Purchase Price of the Receivables originated by such Originator, and in addition to together with all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies obligations of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawsuch Originator hereunder.

Intention of the Parties. The (a) It is the express intent of the parties hereto that the conveyance by the Seller to the Purchaser pursuant to this Loan Purchase Agreement intend that of the transactions contemplated hereby shall Loans (including any Additional Balances) be, and shall be treated construed as, an absolute sale and assignment by the Seller to the Purchaser. Further, it is not intended that the conveyance be deemed to be the grant of a purchase security interest in the Loans by CNHCR and the Seller to the Purchaser to secure a sale by CNHICA of the Receivables and not as a lending transactiondebt or other obligation. However, such that in the event that the Loans are held to be property of the Seller, or if for any reason this Loan Purchase Agreement is held or deemed to create a filing of a petition for relief by or against CNHICA under security interest in the Bankruptcy CodeLoans, then (i) such Receivables would not this Loan Purchase Agreement shall be property a security agreement within the meaning of CNHICA’s bankruptcy estate under Section 541 Article 9 of the Bankruptcy Code, New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (ii) the bankruptcy court would not compel conveyances provided for in Section shall be a grant by the turnover of such Receivables or collections thereon by CNHCR Seller to CNHICA under Section 542 of the Bankruptcy CodePurchaser of, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject Seller does hereby grant to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing salePurchaser, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICAthe Seller’s right, title and interest interest, whether now owned or hereafter acquired, in and to (A) the CNHICA Assets. Such Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Loan Files and including any Eligible Substitute Loans; (B) all pool insurance policies, hazard insurance policies and bankruptcy bonds relating to the foregoing, (C) all amounts payable after the Cut-off Date to the holders of the Loans in accordance with the terms thereof; (D) all income, payments, proceeds and products of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (E) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing; and (F) all proceeds of any of the foregoing; (iii) the possession or control by the Purchaser or any other agent of the Purchaser of any of the foregoing property shall be deemed to be possession or control by the secured party, or possession or control by a purchaser, for purposes of perfecting the security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect pursuant to the property described in Section 2.1Uniform Commercial Code (including, without limitation, Sections 9-104, 9-106, 9-313 or 9-314 thereof); and (iv) notifications to persons holding such property, and in addition to all acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the other rights and remedies available to CNHCR under this Agreement and applicable lawPurchaser, all as applicable, for the rights and remedies purpose of a secured party under any applicable UCC, and this Agreement shall constitute a perfecting such security agreement interest under applicable law.

Intention of the Parties. The parties It is the express intent of each Originator and the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement intend of the Receivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as a valid and perfected sale and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the transactions contemplated hereby right, title and interest in and to such Receivables and Related Rights conveyed to the Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables, including without limitation any Receivables constituting general intangibles as defined in the UCC, and all Related Rights is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA security agreement within the meaning of the Receivables UCC and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Buyer as of the date of this Agreement, and such Originator hereby grants to the Buyer a security interest in in, to and under all of CNHICAsuch Originator’s right, title and interest in and to to: (A) the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Receivables and the other Basic Documents Related Rights now existing and hereafter created by such Originator transferred or purported to which it is a partybe transferred hereunder, whether now or hereafter existing or arising, (B) all monies due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, due and all amounts received with respect thereto and (C) all books and records of such Originator to the property described in Section 2.1, and in addition extent related to all any of the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawforegoing.

Intention of the Parties. The (a) It is the express intent of the parties hereto that the conveyance by the Sponsor to the Purchaser pursuant to this Loan Purchase Agreement intend that of the transactions contemplated hereby shall Initial Loans (including any Additional Balances) be, and shall be treated construed as, an absolute sale and assignment by the Sponsor to the Purchaser. Further, it is not intended that the conveyance be deemed to be the grant of a purchase security interest in the Initial Loans by CNHCR and the Sponsor to the Purchaser to secure a sale by CNHICA of the Receivables and not as a lending transactiondebt or other obligation. However, such that in the event that the Initial Loans are held to be property of the Sponsor, or if for any reason this Loan Purchase Agreement is held or deemed to create a filing of a petition for relief by or against CNHICA under security interest in the Bankruptcy CodeInitial Loans, then (i) such Receivables would not this Loan Purchase Agreement shall be property a security agreement within the meaning of CNHICA’s bankruptcy estate under Section 541 Article 9 of the Bankruptcy Code, New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (ii) the bankruptcy court would not compel conveyances provided for in Section shall be a grant by the turnover of such Receivables or collections thereon by CNHCR Sponsor to CNHICA under Section 542 of the Bankruptcy CodePurchaser of, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject Sponsor does hereby grant to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing salePurchaser, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICAthe Sponsor’s right, title and interest interest, whether now owned or hereafter acquired, in and to (A) the CNHICA Assets. Such Initial Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Loan Files and including any Eligible Substitute Loans; (B) all pool insurance policies, hazard insurance policies and bankruptcy bonds relating to the foregoing, (C) all amounts payable after the Cut-off Date to the holders of the Initial Loans in accordance with the terms thereof; (D) all income, payments, proceeds and products of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (E) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing; and (F) all proceeds of any of the foregoing; (iii) the possession or control by the Purchaser or any other agent of the Purchaser of any of the foregoing property shall be deemed to be possession or control by the secured party, or possession or control by a purchaser, for purposes of perfecting the security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect pursuant to the property described in Section 2.1Uniform Commercial Code (including, without limitation, Sections 9-104, 9-106, 9-313 or 9-314 thereof); and (iv) notifications to persons holding such property, and in addition to all acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the other rights and remedies available to CNHCR under this Agreement and applicable lawPurchaser, all as applicable, for the rights and remedies purpose of a secured party under any applicable UCC, and this Agreement shall constitute a perfecting such security agreement interest under applicable law.

Intention of the Parties. The parties It is the express intent of each Originator and the Company that each conveyance by such Originator to the Company pursuant to this Agreement intend of any Receivables and Related Rights, including, without limitation, all Receivables, if any, constituting “general intangibles” (as defined in the UCC), and all Related Rights be construed as a valid and perfected sale and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that certain terms used under Article 9 of the UCC as enacted in the State of New York and any other applicable jurisdiction (without distinguishing the applicable jurisdiction, “Article 9”) for secured loan transactions contemplated hereby also apply to outright sales of receivables, including “debtor,” “secured party,” and “security interest,” which applies to the buyer’s outright ownership interest. Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and such use does not affect the nature of the outright sale of the Receivables by the Originators to the Company. Thus, under the Article 9 drafting convention, the outright sale of the Receivables may be described as a transaction by which the Originators have granted to the Company a security interest in, among other things, the Receivables. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables and Related Rights, including, without limitation, any Receivables constituting “accounts” or “general intangibles” (as defined in the UCC) hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then, it is the intent of such Originator and the Company that (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA security agreement within the meaning of the Receivables UCC; and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Company as of the date of this Agreement, and such Originator hereby grants to the Company, a security interest in in, to and under, all of CNHICAsuch Originator’s right, title and interest in and to the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Receivables and the other Basic Documents Related Rights transferred or purported to which it is a partybe transferred hereunder, whether now existing or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawcreated by such Originator.

Intention of the Parties. The parties to this Agreement intend It is the intention of Seller and Issuer that the transactions assignment and transfer contemplated hereby herein and by the Conveyances shall be, constitute (and shall be construed and treated for all purposes, other than for U.S. federal, state, or local income Tax purposes, as, ) a purchase by CNHCR true and a complete sale by CNHICA of the Receivables and not Wellbore Interests as a lending transaction, such that described in the event Conveyances, conveying Defensible Title thereto from Seller to Issuer free and clear of a filing of a petition for relief by or against CNHICA under the Bankruptcy Codeany Encumbrances, other than Permitted Encumbrances (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR the grant of a security interest in all to secure a debt or other obligation of CNHICA’s Seller), and that the right, title title, and interest in and to the CNHICA AssetsWellbore Interests vested in Issuer at Closing and prior to any and all rights arising thereafter of all other Persons (including lien creditors, secured lenders, purchasers, and any other Person) claiming by or through Seller. Such However, Seller hereby grants to Issuer a first priority perfected security interest shall secure in all of CNHICA’s obligations Seller's right, title and interest in, to and under the Wellbore Interests assigned to Issuer pursuant to the Conveyances in case such Conveyances are deemed to be a pledge to secure a loan (monetary or otherwisein spite of the express intent of the Parties). Contemporaneously with Closing, Seller shall execute, acknowledge and deliver to Issuer a Precautionary Wellbore Interest Deed of Trust, Mortgage, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement, substantially in the form attached hereto as Exhibit G (a "Precautionary Mortgage") under this Agreement describing the Wellbore Interests as collateral, and such Precautionary Mortgage shall be recorded in the local land records where the Xxxxx are located. Promptly following the written request of Seller at any time after the Closing and the other Basic Documents to which it delivery of the Precautionary Mortgage and Conveyances, Issuer shall (at the cost and expense of Seller) deliver such releases and similar instruments as are reasonably requested by Seller for purposes of evidencing that the Precautionary Mortgage is a partynot, whether now or hereafter existing is no longer, an Encumbrance on or arisingaffecting any Excluded Asset or, due or to become dueas applicable, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawRepurchased Interest.

Intention of the Parties. The It is the express intent of each of the parties to this Agreement intend hereto that the transactions contemplated hereby hereunder shall be, constitute absolute and shall be treated as, a purchase irrevocable assignments (by CNHCR and a sale by CNHICA way of capital contribution) of the Receivables Devices and not as a lending transaction, the Related Customer Leases by each Originator to its Related Lessee (such that in the event of a filing of a petition for relief by or against CNHICA under Devices and the Bankruptcy CodeRelated Customer Leases, other than those, if any, subsequently (i) such Receivables repurchased by the Originators pursuant to the terms of the Transaction Documents or (ii) distributed to the Originators pursuant to Sections 2.6, 2.7, 2.8 or 2.9, would not be property of CNHICAany Originator’s bankruptcy estate under Section 541 in the event of any Originator’s bankruptcy). As a protective measure in the event that, notwithstanding the foregoing, the conveyance of the Bankruptcy CodeDevices and the Related Customer Leases to the Lessees is recharacterized by any third party as a pledge or other grant of security securing a loan, each Originator does hereby grant to its Related Lessee as of, (iix) in the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 case of the Bankruptcy CodeLease Closing Date Devices and Lease Closing Date Customer Leases, the Lease Closing Date, (y) in the case of each Upgraded Device and Upgraded Customer Lease, the Upgrade Date for the related Upgraded Device and (iiiz) the bankruptcy court would determine that payments on such Receivables not in the possession case of CNHICA would not be subject to each Like-Kind Exchange Device, the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing saleLike-Kind Exchange Transfer Date for such Like-Kind Exchange Device, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICAsuch Originator’s now or hereafter existing right, title and interest in in, to and to under the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Devices and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, Related Customer Leases and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and agrees that this Agreement shall constitute a security agreement under applicable lawLaw. Each Originator hereby authorizes its Related Lessee, MLS and the Collateral Agent or their respective designees (i) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of such Originator’s rights in the Devices and Related Customer Leases now existing or hereafter arising in the name of such Originator and (ii) to the extent permitted by the Servicing Agreement, to notify Customers of the assignment of the Devices and the Related Customer Leases pursuant hereto.

Intention of the Parties. The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA CNHCA of the [Purchased Contracts and the Subsequent CNHCA] Receivables and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA CNHCA under the Bankruptcy Code, (i) such [Purchased Contracts and Subsequent CNHCA] Receivables would not be property of CNHICACNHCA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such [Purchased Contracts and Subsequent CNHCA] Receivables or collections thereon by CNHCR to CNHICA CNHCA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such [Purchased Contracts and Subsequent CNHCA] Receivables not in the possession of CNHICA CNHCA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICACNHCA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any [Purchased Contracts or any Subsequent CNHCA] Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA CNHCA or any other Person in connection with the [Purchased Contracts or the Subsequent CNHCA] Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA CNHCA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICACNHCA’s right, title and interest in and to the CNHICA Assets. Such security interest shall secure all of CNHICACNHCA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.12.1 [and Section 2.2], and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The parties It is the express intent of each Originator and the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement intend of the Receivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as a valid and perfected sale and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the transactions contemplated hereby right, title and interest in and to such Receivables and Related Rights conveyed to the Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables, including without limitation any Receivables constituting general intangibles as defined in the UCC, and all Related Rights is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA security agreement within the meaning of the Receivables UCC and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Buyer as of the date of this Agreement, and such Originator hereby grants to the Buyer, a security interest in in, to and under all of CNHICAsuch Originator’s right, title and interest in and to to: (A) the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Receivables and the other Basic Documents Related Rights now existing and hereafter created by such Originator transferred or purported to which it is a partybe transferred hereunder, whether now or hereafter existing or arising, (B) all monies due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, due and all amounts received with respect thereto and (C) all books and records of such Originator to the property described in Section 2.1, and in addition extent related to all any of the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawforegoing.

Intention of the Parties. The parties It is the express intent of each Originator and the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement intend of the Receivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as a valid and perfected sale and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the transactions contemplated hereby right, title and interest in and to such Receivables and Related Rights conveyed to the Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables, including without limitation any Receivables constituting general intangibles as defined in the UCC, and all Related Rights is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA security agreement within the meaning of the Receivables UCC and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Buyer as of the date of this Agreement, and such Originator hereby grants to the Buyer and the Administrative Agent (as assignee of the Buyer for the benefit of the Secured Parties), a security interest in in, to and under all of CNHICAsuch Originator’s right, title and interest in and to to: (A) the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Receivables and the other Basic Documents Related Rights now existing and hereafter created by such Originator transferred or purported to which it is a partybe transferred hereunder, whether now or hereafter existing or arising, (B) all monies due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, due and all amounts received with respect thereto and (C) all books and records of such Originator to the property described in Section 2.1, and in addition extent related to all any of the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawforegoing.

Intention of the Parties. The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA Case Credit of the Case Purchased Contracts and the Subsequent Case Receivables and any True Lease Equipment related to such Case Purchased Contracts or Subsequent Case Receivables, as the case may be, and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any ReceivablesCase Purchased Contract or any Subsequent Case Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA Case Credit or any other Person in connection with the Case Purchased Contracts or the Subsequent Case Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefitting the Obligors under such Leases. If (but only to the extent thatextent) that the transfer of the CNHICA Case Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Case Credit shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICA’s Case Credit's right, title and interest in and to the CNHICA Case Assets. Such security interest shall secure all of CNHICA’s Case Credit's obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.12.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR the Purchaser and a sale by CNHICA the Originator of the Purchased Contracts and the Subsequent Receivables and any True Lease Equipment related to such Purchased Contracts or Subsequent Receivables, as the case may be, and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR the Purchaser of, any obligation or liability with respect to any Purchased Contract or any Subsequent Receivables, nor shall CNHCR the Purchaser be obligated to perform or otherwise be responsible for any obligation of CNHICA the Originator or any other Person in connection with the Purchased Contracts or the Subsequent Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that the Purchaser accepts any Contracts that are Leases subject to (and assumes) the covenants benefitting the Obligors under such Leases. If (but only to the extent thatextent) that the transfer of the CNHICA First-Tier Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA the Originator shall be deemed hereunder to have granted to CNHCR the Purchaser a security interest in all of CNHICA’s Originator's right, title and interest in and to the CNHICA First-Tier Assets. Such security interest shall secure all of CNHICA’s the Originator's obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR The Purchaser shall have, with respect to the property described in Section 2.12.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR Purchaser under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The parties (a) It is the express intent of each Originator and the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement intend of the Receivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as a valid and perfected sale (or contribution) and absolute assignment (without recourse except as expressly provided herein) of such Receivables and Related Rights by such Originator to the Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the transactions contemplated hereby right, title and interest in and to such Receivables and Related Rights conveyed to the Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables, including without limitation any Receivables constituting general intangibles as defined in the UCC, and all Related Rights is not construed to be both a valid and perfected sale (or contribution) and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA security agreement within the meaning of the Receivables UCC and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Buyer as of the date of this Agreement, and such Originator hereby grants to the Buyer a security interest in in, to and under all of CNHICAsuch Originator’s right, title and interest in and to the CNHICA Assets. Such Receivables and the Related Rights now existing and hereafter created by such Originator transferred or purported to be transferred hereunder, which security interest shall secure all the obligations of CNHICA’s obligations (monetary or otherwise) such Originator under this Agreement. (b) It is the express intent of each Party to this Agreement and the other Basic Documents to which it is a partytreat, whether now or hereafter existing or arisingfor U.S. federal income tax purposes, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect (i) each conveyance to the property described in Buyer by the Originators, other than the Contributing Originator, as sales of the Receivables and Related Rights by such Originator to the Buyer; (ii) each conveyance by the Contributing Originator to the Buyer, as a contribution of the Contributed Receivables and Related Rights by the Contributing Originator to the Buyer; (iii) to treat the Buyer as a “disregarded entity” within the meaning of U.S. Treasury Regulation § 301.7701 3 for U.S. federal income tax purposes that is wholly owned by a “United States person” (within the meaning of Section 2.17701(a)(30) of the Code); and (iv) to treat the Subordinated Notes as indebtedness. Each Party agrees, and in addition unless otherwise required by Applicable Law, not to all take any position inconsistent with the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawforegoing for tax reporting purposes.

Intention of the Parties. The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA CNHCA of the CNHCA Purchased Contracts and the Subsequent CNHCA Receivables and any True Lease Equipment related to such CNHCA Purchased Contracts or Subsequent CNHCA Receivables, as the case may be, and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA CNHCA under the Bankruptcy Code, (i) such CNHCA Purchased Contracts, Subsequent CNHCA Receivables and True Lease Equipment would not be property of CNHICACNHCA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such CNHCA Purchased Contracts, Subsequent CNHCA Receivables and True Lease Equipment or collections thereon by CNHCR to CNHICA CNHCA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such CNHCA Purchased Contracts, Subsequent CNHCA Receivables and True Lease Equipment not in the possession of CNHICA CNHCA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICACNHCA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any CNHCA Purchased Contract or any Subsequent CNHCA Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA CNHCA or any other Person in connection with the CNHCA Purchased Contracts or the Subsequent CNHCA Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. If (but only to the extent that) the transfer of the CNHICA CNHCA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA CNHCA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICACNHCA’s right, title and interest in and to the CNHICA CNHCA Assets. Such security interest shall secure all of CNHICACNHCA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.12.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.

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

Intention of the Parties. The parties It is the express intent of each Originator and the Company that each contribution, assignment and conveyance by such Originator to the Company pursuant to this Agreement intend of the Receivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as a valid and perfected absolute contribution, assignment and conveyance (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the transactions contemplated hereby right, title and interest in and to such Receivables and Related Rights contributed, assigned and conveyed to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the parties, any contribution, assignment and conveyance of Receivables, including without limitation any Receivables constituting general intangibles as defined in the UCC, and all Related Rights is not construed to be both a valid and perfected absolute contribution, assignment and conveyance of such Receivables and Related Rights, and a contribution, assignment and conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the intent of such Originator and the Company that (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA security agreement within the meaning of the Receivables UCC and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Company as of the date of this Agreement, and such Originator hereby grants to the Company a security interest in in, to and under all of CNHICAsuch Originator’s right, title and interest in and to to: (A) the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Receivables and the other Basic Documents Related Rights now existing and hereafter created by such Originator transferred or purported to which it is a partybe transferred hereunder, whether now or hereafter existing or arising, (B) all monies due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, due and all amounts received with respect thereto and (C) all books and records of such Originator to the property described in Section 2.1, and in addition extent related to all any of the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawforegoing.

Intention of the Parties. The parties It is the express intent of each Originator and the Company that each conveyance by such Originator to the Company pursuant to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA of the Receivables and not Related Rights, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, valid and perfected sale and absolute assignment (iwithout recourse except as provided herein) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon and Related Rights by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject Originator to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If Company (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR the grant of a security interest in all to secure a debt or other obligation of CNHICA’s such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the CNHICA AssetsCompany be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. Such The parties acknowledge that an outright sale of Receivables and interests in Receivables is governed by Article 9 of the Uniform Commercial Code as enacted in the State of New York and the states in which the parties may be organized or otherwise have a presence (without distinguishing the applicable jurisdiction, “Article 9”), notwithstanding that such a sale is not intended for security. The parties also acknowledge that, as a drafting convention under Article 9, terms used under Article 9 for secured transactions also apply to outright sales of receivables, including “debtor”, which applies to a seller of receivables, “secured party”, which applies to a buyer of receivables, and “security interest shall secure all of CNHICAinterest”, which applies to the buyer’s obligations (monetary outright ownership interest. Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or otherwise) under in connection with this Agreement and such use does not affect the nature of the outright sale of the Receivables by an Originator to the Company. Thus, under the Article 9 drafting convention, the out-right sale of the Receivables may be described as a transaction by which the Originators have granted to the Company a security interest in, among other Basic Documents things, the Receivables. However, if, contrary to which the mutual intent of the parties, any conveyance of Receivables and Related Rights, including without limitation any Receivables constituting general intangibles, is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.intent

Intention of the Parties. The It is the intention of the parties to hereto that each transfer and assignment contemplated by this Agreement intend shall constitute an absolute sale and contribution of the related Receivables from the Seller to the Issuer and that the transactions contemplated hereby related Receivables shall be, and shall not be treated as, a purchase by CNHCR and a sale by CNHICA part of the Receivables and not as a lending transaction, such that Seller's estate or otherwise be considered property of the Seller in the event of the bankruptcy, receivership, insolvency, liquidation, conservatorship or similar proceeding relating to the Seller or any of its property. Except as set forth below, it is not intended that any amounts available for reimbursement of Receivables be deemed to have been pledged by the Seller to the Issuer or the Indenture Trustee to secure a filing debt or other obligation of the Seller. In the event that (A) the purchase of Receivables by the Issuer is deemed by a petition court or applicable regulatory, administrative or other governmental body contrary to the express intent of the parties to constitute a pledge rather than a sale and contribution of the Receivables or (B) if amounts available now or in the future for relief by reimbursement of any Aggregate Receivables are held to be property of the Seller or against CNHICA under a loan to the Bankruptcy CodeSeller, or (C) if for any reason this Agreement is held or deemed to be a financing or some other similar arrangement or agreement, then (i) such Receivables would not this Agreement is and shall be property a security agreement within the meaning of CNHICA’s bankruptcy estate under Section 541 Articles 8 and 9 of the Bankruptcy Code, Relevant UCC; (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy CodeIssuer shall be treated as having a first priority, perfected security interest in and to, and lien on, the Receivables transferred and assigned to the Issuer hereunder; (iii) the bankruptcy court would determine that payments on such agreement of the Seller hereunder to sell, assign, convey and transfer the Receivables not in shall be a grant by the possession of CNHICA would not be subject Seller to the automatic stay provisions Issuer of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICA’s rightthe Seller's right (including the power to convey title thereto), title title, and interest interest, whether now owned or hereafter acquired, in and to the CNHICA Assets. Such security interest shall secure (A) all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether amounts reimbursable now or hereafter existing in the future by or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1Receivables and (B) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all such amounts from time to time held or invested in addition accounts maintained by or on behalf of the Seller or by or on behalf of the REMIC Trusts, whether in the form of cash, instruments, securities or other property. The possession by the Issuer or its agent of notes and such other goods, money, documents or such other items of property as constitute instruments, money, negotiable documents or chattel paper, and the filing of Form UCC-1, shall be "possession by the secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies Relevant UCC of a secured party under any applicable UCCjurisdiction; and notifications to persons holding such property, and this Agreement acknowledgments, receipts or confirmations from persons holding such property, shall constitute a be notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of any such holder for the purpose of perfecting such security agreement interest under applicable law.

Intention of the Parties. The parties It is the express intent of each Originator and the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA of the Receivables and not Related Rights, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as a lending transactionvalid and perfected sale and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that certain terms used under Article 9 of the UCC as enacted in the State of New York and any other applicable jurisdiction (without distinguishing the applicable jurisdiction, “Article 9”) for secured loan transactions also apply to outright sales of receivables, including “debtor,” “secured party,” and “security interest,” which applies to the buyer’s outright ownership interest. Thus, such that terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and such use does not affect the event nature of a filing the outright sale of a petition for relief the Receivables by or against CNHICA the Originators to the Buyer. Thus, under the Bankruptcy CodeArticle 9 drafting convention, the outright sale of the Receivables may be described as a transaction by which the Originators have granted to the Buyer a security interest in, among other things, the Receivables. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables and Related Rights, including without limitation any Receivables constituting general intangibles, is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the intent of such Originator and the Buyer that (i) such Receivables would not this Agreement also shall be property of CNHICA’s bankruptcy estate under Section 541 deemed to be, and hereby is, a security agreement within the meaning of the Bankruptcy Code, UCC; and (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Buyer as of the date of this Agreement, and such Originator hereby grants to the Buyer a security interest in in, to and under all of CNHICAsuch Originator’s right, title and interest in and to to: (A) the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Receivables and the other Basic Documents Related Rights now existing and hereafter created by such Originator transferred or purported to which it is a partybe transferred hereunder, whether now or hereafter existing or arising, (B) all monies due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, due and all amounts received with respect thereto and (C) all books and records of such Originator to the property described in Section 2.1, and in addition extent related to all any of the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawforegoing.

Intention of the Parties. The parties It is the express intent of each Originator and the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement intend that of the transactions contemplated hereby shall beReceivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and shall all Related Rights be treated as, a purchase by CNHCR and a sale by CNHICA of the Receivables and not construed as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, valid and perfected sale and absolute assignment (iwithout recourse except as provided herein) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon and Related Rights by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject Originator to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If Buyer (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR the grant of a security interest in all to secure a debt or other obligation of CNHICA’s such Originator) and that the right, title and interest in and to the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement such Receivables and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect Related Rights conveyed to the property described in Section 2.1, and in addition Buyer be prior to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights of and remedies of a secured party under any applicable ENFORCEABLE AGAINST ALL OTHER PERSONS AT ANY TIME, INCLUDING, WITHOUT LIMITATION, LIEN CREDITORS, SECURED LENDERS, PURCHASERS AND ANY PERSON CLAIMING THROUGH SUCH ORIGINATOR. HOWEVER, IF, CONTRARY TO THE MUTUAL INTENT OF THE PARTIES, ANY CONVEYANCE OF RECEIVABLES, INCLUDING WITHOUT LIMITATION ANY RECEIVABLES CONSTITUTING GENERAL INTANGIBLES AS DEFINED IN THE UCC, and this Agreement shall constitute a security agreement under applicable lawAND ALL RELATED RIGHTS IS NOT CONSTRUED TO BE BOTH A VALID AND PERFECTED SALE AND ABSOLUTE ASSIGNMENT OF SUCH RECEIVABLES AND RELATED RIGHTS, AND A CONVEYANCE OF SUCH RECEIVABLES AND RELATED RIGHTS THAT IS PRIOR TO THE RIGHTS OF AND ENFORCEABLE AGAINST ALL OTHER PERSONS AT ANY TIME, INCLUDING WITHOUT LIMITATION LIEN CREDITORS, SECURED LENDERS, PURCHASERS AND ANY PERSON CLAIMING THROUGH SUCH ORIGINATOR, THEN, IT IS THE INTENT OF SUCH ORIGINATOR AND THE BUYER THAT (I) THIS AGREEMENT ALSO SHALL BE DEEMED TO BE, AND HEREBY IS, A SECURITY AGREEMENT WITHIN THE MEANING OF THE UCC AND (II) SUCH ORIGINATOR SHALL BE DEEMED TO HAVE GRANTED TO THE BUYER AS OF THE DATE OF THIS AGREEMENT, AND SUCH ORIGINATOR HEREBY GRANTS TO THE BUYER A SECURITY INTEREST IN, TO AND UNDER ALL OF SUCH ORIGINATOR’S RIGHT, TITLE AND INTEREST IN AND TO: (A) THE RECEIVABLES AND THE RELATED RIGHTS NOW EXISTING AND HEREAFTER CREATED BY SUCH ORIGINATOR TRANSFERRED OR PURPORTED TO BE TRANSFERRED HEREUNDER, (B) ALL MONIES DUE OR TO BECOME DUE AND ALL AMOUNTS RECEIVED WITH RESPECT THERETO AND (C) ALL BOOKS AND RECORDS OF SUCH ORIGINATOR TO THE EXTENT RELATED TO ANY OF THE FOREGOING.

Intention of the Parties. The parties to this Agreement Originator and the Buyer intend that the transactions contemplated hereby shall transfer of each Gift Shop Receipt, Purchased Receivable and Participation Interest hereunder from the Originator to the Buyer be treated as a sale or outright capital contribution of all of the Originator’s right, title and interest in, to and under such Gift Shop Receipt, Purchased Receivable and Participation Interest (as the case may be) and that, immediately after giving effect to the transfer, the Originator will have no further interest (legal or equitable) in any Gift Shop Receipt, Purchased Receivable or Participation Interest. Except for the Purchase Price Credits owed by the Originator pursuant to Section 1.5, the sale and contribution of Transferred Assets hereunder by the Originator shall be treated asmade without recourse to the Originator; provided, a purchase by CNHCR and a sale by CNHICA of the Receivables and not as a lending transactionhowever, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not the Originator shall be property of CNHICA’s bankruptcy estate under Section 541 liable to Buyer for all representations, warranties, covenants and indemnities made by the Originator pursuant to the terms of the Bankruptcy CodeTransaction Documents to which the Originator is a party, and (ii) the bankruptcy court would not compel the turnover of such Receivables sale or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance contribution does not constitute, constitute and is not intended to result in a creation or an assumption by CNHCR of, Buyer or any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for assignee thereof of any obligation of CNHICA the Originator or any other Person arising in connection with such Transferred Assets, the Receivables or under any agreement or instrument relating thereto, including any contract related Contracts and/or other Related Security or any other obligation to any Obligor. If (but only to the extent that) the transfer obligations of the CNHICA Assets hereunder is characterized by a court or other governmental authority Originator. The Originator and the Buyer shall record each Purchase as a loan rather than a sale, CNHICA contribution or purchase, as the case may be, on its books and records, and reflect each Purchase in its financial statements and tax returns as a sale, contribution or purchase, as the case may be. The parties intend that the Purchase Price with respect to each Transferred Asset shall constitute reasonably equivalent value in consideration therefor, and that no transfer hereunder may be voidable under any section of the Bankruptcy Reform Act of 1978 (11 U.S.C. §§ 101 et seq.), as amended. In the event that, contrary to the mutual intent of the Originator and the Buyer, any Purchase of Gift Shop Receipts, Purchased Receivables and/or Participation Interests hereunder is not characterized as a sale or contribution but rather as a collateral transfer for security (or the transactions contemplated hereby are characterized as a financing transaction), such Purchase shall be deemed hereunder to have granted to CNHCR be a secured financing, secured by a security interest in all of CNHICAthe Originator’s right, title and interest, now or hereafter existing and hereafter arising in, to and under (x) all Gift Shop Receipts, (y) all Private Receivables and the associated Related Security and Collections, and (z) all Government Receivables and the associated Related Security and Collections. In furtherance of the foregoing, the Originator hereby grants to the Buyer a security interest in all of the Originator’s right, title and interest in now or hereafter existing in, to and under the Transferred Assets and the Government Receivables to secure the repayment of all amounts due and owing by the Originator to the CNHICA Assets. Such security Buyer hereunder with accrued interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a partythereon, if applicable, whether now or hereafter existing or arisingexisting, due or to become due, direct or indirect, or absolute or contingent. CNHCR shall havecontingent and all proceeds thereof (such amounts, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law“Secured Obligations”).

Intention of the Parties. The parties It is the express intent of each Originator and the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement intend that of the transactions contemplated hereby shall beReceivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and shall all Related Rights be treated as, a purchase by CNHCR and a sale by CNHICA of the Receivables and not construed as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, valid and perfected sale and absolute assignment (iwithout recourse except as provided herein) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon and Related Rights by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject Originator to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If Buyer (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR the grant of a security interest in all to secure a debt or other obligation of CNHICA’s such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the CNHICA AssetsBuyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. Such The parties acknowledge that certain terms used under Article 9 of the UCC as enacted in the States of Texas and New York and any other applicable jurisdiction (without distinguishing the applicable jurisdiction, "Article 9") for secured loan transactions also apply to outright sales of receivables, including "debtor," "secured party," and "security interest shall secure all of CNHICA’s obligations (monetary interest," which applies to the Buyer's outright ownership interest. Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or otherwise) under in connection with this Agreement and such use does not affect the nature of the outright sale of the Receivables by the Originators to the Buyer. Thus, under the Article 9 drafting convention, the outright sale of the Receivables may be described as a transaction by which the Originators have granted to the Buyer a security interest in, among other Basic Documents things, the Receivables. However, if, contrary to which the mutual intent of the parties, any conveyance of Receivables, including without limitation any Receivables constituting general intangibles as defined in the UCC, and all Related Rights is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and hereby is, a partysecurity agreement within the meaning of the UCC; and (ii) such Originator shall be deemed to have granted to the Buyer as of the date of this Agreement, whether and such Originator hereby grants to the Buyer a security interest in, to and under all of such Originator's right, title and interest in and to: (A) the Receivables and the Related Rights now existing and hereafter created by such Originator transferred or hereafter existing or arisingpurported to be transferred hereunder, (B) all monies due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, due and all amounts received with respect thereto and (C) all books and records of such Originator to the property described in Section 2.1, and in addition extent related to all any of the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawforegoing.

Intention of the Parties. The It is the express intent of ------------------------ the parties to this Agreement intend hereto that the transactions contemplated hereby shall conveyance of the Mortgage Loans sold by the Seller to the Purchaser as provided in Section 3 hereof be, and shall be treated construed as, a purchase sale of such Mortgage Loans by CNHCR and a sale by CNHICA of the Receivables Seller to the Purchaser and not as a lending transactionpledge of such Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, such that in the event that, notwithstanding the aforementioned intent of a filing of a petition for relief by or against CNHICA under the Bankruptcy Codeparties, (i) any such Receivables would not Mortgage Loans are held to be property of CNHICA’s bankruptcy estate under Section 541 the Seller, then (a) it is the express intent of the Bankruptcy parties that such conveyance be deemed a pledge of such Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller and (b) (1) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code, ; (ii2) the bankruptcy court would not compel the turnover conveyance provided for in Section 3 of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA this Agreement shall be deemed hereunder to have granted be a grant by the Seller to CNHCR the Purchaser of a security interest in or lien on all of CNHICA’s the Seller's right, title and interest in and to such Mortgage Loans and all amounts payable to the CNHICA Assets. Such holders of such Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (3) the possession by the Purchaser or its agent of mortgage notes, the related mortgages and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest shall secure all pursuant to Section 9-305 of CNHICA’s obligations the applicable Uniform Commercial Code; and (monetary or otherwise4) under this Agreement and the other Basic Documents notifications to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1persons holding such property, and in addition to all acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgment, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the other rights and remedies available to CNHCR under this Agreement and applicable law, all Purchaser for the rights and remedies purpose of a secured party under any applicable UCC, and this Agreement shall constitute a perfecting such security agreement interest or lien under applicable law. Any assignment of the interest of the Purchaser pursuant to Section 2 hereof shall also be deemed to be an assignment of any security interest created hereby. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in or lien on any of the Mortgage Loans sold to the Purchaser, such security interest or lien would be deemed to be a perfected security interest or lien of first priority under applicable law and will be maintained as such throughout the term of the Agreement.

Intention of the Parties. The parties to execution and delivery of this Agreement shall constitute an acknowledgment by the Contributor and the Depositor that they intend that the transactions assignments and transfers herein contemplated hereby shall beconstitute sales and assignments outright, and shall be treated asnot for security, a purchase by CNHCR and a sale by CNHICA of the Receivables and the related Contributed Assets, conveying good title thereto free and clear of any Liens, from the Contributor to the Depositor, and that the Receivables and the related Contributed Assets shall not as be a lending transaction, such that part of the Contributor’s estate in the event of a filing the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of a petition for relief by or against CNHICA under the Bankruptcy Codeanother similar event, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to the Contributor. In the event that any Receivablessuch conveyance is determined to be made as security for a loan made by the Depositor, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA the Issuer, the Noteholders or any other Person in connection with to the Receivables or under any agreement or instrument relating theretoContributor, including any contract or any other obligation to such conveyance shall for any Obligor. If reason be ineffective or unenforceable (but only any of the foregoing being a “Recharacterization”), the Contributor hereby grants to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR Depositor a security interest in all of CNHICAthe Contributor’s right, title and interest in the Receivables and to the CNHICA all related Contributed Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now owned or existing or hereafter existing acquired or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under the UCC and other applicable law. In the case of any Recharacterization, each of the Contributor and the Depositor represents and warrants as to itself that each remittance of Collections by the Contributor to the Depositor hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial affairs of the Contributor and the Depositor and (ii) made in the ordinary course of business or financial affairs of the Contributor and the Depositor.

Intention of the Parties. The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA CNHCA of the Purchased Contracts and the Subsequent Receivables and any True Lease Equipment related to such Purchased Contracts or Subsequent Receivables, as the case may be, and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA CNHCA under the Bankruptcy Code, (i) such Purchased Contracts, Subsequent Receivables and True Lease Equipment would not be property of CNHICACNHCA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Purchased Contracts, Subsequent Receivables and True Lease Equipment or collections thereon by CNHCR to CNHICA CNHCA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Purchased Contracts, Subsequent Receivables and True Lease Equipment not in the possession of CNHICA CNHCA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICACNHCA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Purchased Contract or any Subsequent Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA CNHCA or any other Person in connection with the Purchased Contracts or the Subsequent Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. If (but only to the extent that) the transfer of the CNHICA CNHCA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA CNHCA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICACNHCA’s right, title and interest in and to the CNHICA CNHCA Assets. Such security interest shall secure all of CNHICACNHCA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.12.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.

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

Intention of the Parties. The parties It is the express intent of each Originator and the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement intend of the Receivables, including without limitation, all Receivables, if any, constituting accounts or general intangibles each as defined in the UCC, and all Related Rights be construed as a valid and perfected sale or contribution and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the transactions contemplated hereby right, title and interest in and to such Receivables and Related Rights conveyed to the Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables, including without limitation any Receivables constituting accounts or general intangibles each as defined in the UCC, and all Related Rights is not construed to be both a valid and perfected sale or contribution and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA security agreement within the meaning of the Receivables UCC and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Buyer as of the date of this Agreement, and such Originator hereby grants to the Buyer a security interest in in, to and under all of CNHICAsuch Originator’s right, title and interest in and to to: (A) the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Receivables and the other Basic Documents Related Rights now existing and hereafter created by such Originator transferred or purported to which it is a partybe transferred hereunder, whether now or hereafter existing or arising, (B) all monies due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, due and all amounts received with respect thereto and (C) all books and records of such Originator to the property described in Section 2.1, and in addition extent related to all any of the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.foregoing. ARTICLE II

Intention of the Parties. The parties to this Agreement intend It is the intention of the Parties that the transactions contemplated hereby contribution of the BGE Shares made hereunder shall beconstitute an absolute conveyance from Constellation to HoldCo under applicable state law and federal bankruptcy law, which conveyance is absolute and irrevocable and which provides HoldCo with all rights of ownership of the BGE Shares, and that the beneficial interest and title to the BGE Shares shall be treated as, a purchase by CNHCR and a sale by CNHICA of the Receivables and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICAConstellation’s bankruptcy estate under Section 541 of in the Bankruptcy Codeevent (i) Constellation becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due, (ii) Constellation makes a general assignment, arrangement or composition with or for the bankruptcy court would not compel the turnover benefit of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Codeits creditors, and (iii) of the occurrence of a proceeding seeking a judgment of insolvency or bankruptcy court would determine that payments on such Receivables not or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights in the possession respect of CNHICA would not be Constellation, or (iv) Constellation seeks or becomes subject to the automatic stay provisions appointment of Section 362(a) an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets. None of the Bankruptcy Code imposed upon Parties intends the commencement of CNHICA’s bankruptcy casetransactions contemplated hereunder to be, or for any purpose to be characterized as, loans from HoldCo to Constellation secured by the BGE Shares. The foregoing sale, assignment, transfer and absolute conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder BGE Shares by Constellation to HoldCo is characterized by a court or other governmental authority as a loan rather than a salemade without recourse to Constellation; provided, CNHICA however, that Constellation shall be deemed hereunder liable to have granted to CNHCR a security interest in HoldCo for all of CNHICA’s rightrepresentations, title warranties and interest in and to the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, covenants made by Constellation with respect to the property described BGE Shares being conveyed by Constellation to HoldCo pursuant to the terms of this Agreement. Constellation hereby agrees to disclose in Section 2.1, appropriate public filings that HoldCo is the owner of the BGE Shares and in addition to all respond to any inquiries made by third parties as to the other rights and remedies available ownership of the BGE Shares by confirming that the BGE Shares have been conveyed to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawHoldCo.

Intention of the Parties. The (a) It is the express intent of the parties hereto that the conveyance by the Seller to the Purchaser pursuant to this Loan Purchase Agreement intend that of the transactions contemplated hereby shall Initial Loans (including any Additional Balances) be, and shall be treated construed as, an absolute sale and assignment by the Seller to the Purchaser. Further, it is not intended that the conveyance be deemed to be the grant of a purchase security interest in the Initial Loans by CNHCR and the Seller to the Purchaser to secure a sale by CNHICA of the Receivables and not as a lending transactiondebt or other obligation. However, such that in the event that the Initial Loans are held to be property of the Seller, or if for any reason this Loan Purchase Agreement is held or deemed to create a filing of a petition for relief by or against CNHICA under security interest in the Bankruptcy CodeInitial Loans, then (i) such Receivables would not this Loan Purchase Agreement shall be property a security agreement within the meaning of CNHICA’s bankruptcy estate under Section 541 Article 9 of the Bankruptcy Code, New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (ii) the bankruptcy court would not compel conveyances provided for in Section shall be a grant by the turnover of such Receivables or collections thereon by CNHCR Seller to CNHICA under Section 542 of the Bankruptcy CodePurchaser of, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject Seller does hereby grant to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing salePurchaser, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICAthe Seller’s right, title and interest interest, whether now owned or hereafter acquired, in and to (A) the CNHICA Assets. Such Initial Loans, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Loan Files and including any Eligible Substitute Loans; (B) all pool insurance policies, hazard insurance policies and bankruptcy bonds relating to the foregoing, (C) all amounts payable after the Cut-off Date to the holders of the Initial Loans in accordance with the terms thereof; (D) all income, payments, proceeds and products of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (E) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing; and (F) all proceeds of any of the foregoing; (iii) the possession or control by the Purchaser or any other agent of the Purchaser of any of the foregoing property shall be deemed to be possession or control by the secured party, or possession or control by a purchaser, for purposes of perfecting the security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect pursuant to the property described in Section 2.1Uniform Commercial Code (including, without limitation, Sections 9-104, 9-106, 9-313 or 9-314 thereof); and (iv) notifications to persons holding such property, and in addition to all acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the other rights and remedies available to CNHCR under this Agreement and applicable lawPurchaser, all as applicable, for the rights and remedies purpose of a secured party under any applicable UCC, and this Agreement shall constitute a perfecting such security agreement interest under applicable law.

Intention of the Parties. The It is the express intention of the parties to this Agreement intend hereto that the transactions contemplated hereby shall by this Agreement and the Original Agreement be, and shall be treated construed as, a purchase sale of rights and interests relating to the Additional Conventional Loans by CNHCR the Seller and not a sale by CNHICA pledge of the Receivables rights and not as interests relating to the Additional Conventional Loans by the Seller to the Purchaser to secure a lending transactiondebt or other obligation of the Seller. However, such that in the event of a filing of a petition for relief by or against CNHICA that the Additional Conventional Loans and other rights transferred under the Bankruptcy Code, (i) such Receivables would not this Agreement are held to be property of CNHICA’s bankruptcy estate under Section 541 the Seller, or if for any reason this Agreement is held or deemed to create a security interest in the Additional Conventional Loans and related rights then it is intended that (a) this Agreement shall also be deemed to be a security agreement within the meaning of the Bankruptcy Code, (ii) Uniform Commercial Code of any applicable jurisdiction and the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject Seller hereby grants to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR Purchaser a security interest in all of CNHICA’s Seller's right, title and interest interest, whether now owned or hereafter acquired, in and to the CNHICA Assets. Such Additional Conventional Loans; (b) the possession by the Purchaser of the related Notes or such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party", or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Uniform Commercial Code of any applicable jurisdiction (including, without limitations, Section 9-305, 8-313 or 8-321 thereof); (c) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall secure all be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of CNHICA’s obligations the Purchaser for the purpose of perfecting such security interest under applicable law; and (monetary or otherwised) under for purposes of this Agreement and the other Basic Documents to which it is a partyPricing Letter, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law."

Intention of the Parties. The parties It is the express intent of the Seller and the Buyer that each conveyance by the Seller to the Buyer pursuant to this Agreement intend of any Receivables and Related Rights, including, without limitation, all Receivables, if any, constituting “general intangibles” (as defined in the UCC), and all Related Rights be construed as a valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by the Seller to the Buyer (rather than the grant of a security interest to secure a debt or other obligation of the Seller) and that the transactions contemplated hereby right, title and interest in and to such Receivables and Related Rights conveyed to the Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through the Seller. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables, including, without limitation, any Receivables constituting general intangibles, as defined in the UCC, and all Related Rights, is not construed to be both a valid and perfected sale (or contribution) and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through the Seller, then, it is the intent of the Seller and the Buyer that (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA security agreement within the meaning of the Receivables UCC; and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Seller shall be deemed hereunder to have granted to CNHCR the Buyer as of the date of this Agreement, and the Seller hereby grants to the Buyer, a security interest in in, to and under, all of CNHICAthe Seller’s right, title and interest in and to the CNHICA Assets. Such Receivables and the Related Rights transferred or purported to be transferred hereunder, whether now existing or hereafter created by the Seller, which security interest shall secure all the obligations of CNHICA’s obligations (monetary or otherwise) the Seller under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawAgreement.

Intention of the Parties. The It is the intention of the parties to this Agreement intend hereto that the transactions contemplated hereby Contribution made hereunder shall beconstitute an absolute assignment or transfer from the Transferor to the Transferee and not a loan, under applicable state law and federal bankruptcy law, which transfer is absolute and irrevocable and provides the Transferee with all rights of ownership of the Contributed Assets, and that the beneficial interest and title to the Contributed Assets shall not be treated as, a purchase by CNHCR and a sale by CNHICA property of the Receivables and not as a lending transaction, such that Transferor’s estate in the event of a filing the occurrence of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 an Insolvency Event in respect of the Bankruptcy CodeTransferor. Neither the Transferor nor the Transferee intends the transactions contemplated hereunder to be, (ii) or for any purpose to be characterized as, loans from the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject Transferee to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy caseTransferor secured by such property. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation sale or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the absolute transfer of the CNHICA Contributed Assets hereunder by the Transferor to the Transferee is characterized by a court or other governmental authority as a loan rather than a salemade without recourse to the Transferor; provided, CNHICA however, that the Transferor shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICA’s right, title and interest in and liable to the CNHICA Assets. Such security interest shall secure Transferee for all of CNHICA’s obligations (monetary or otherwise) under this Agreement representations, warranties, indemnities and covenants made by the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, Transferor with respect to the property described in Section 2.1, Transferee pursuant to the terms of this Agreement. The Transferor hereby agrees to note on its financial statements and in addition its books, records and computer files that such Contributed Assets have been contributed or transferred to all the other rights Transferee and remedies available to CNHCR under respond to any inquiries made by third parties that the ownership of such Contributed Assets has been contributed or transferred to the Transferee. Notwithstanding anything to the contrary set forth in this Agreement Section 2.3, if a court of competent jurisdiction determines that the Contribution constitutes a loan and applicable lawnot an absolute assignment or transfer or contribution, all then the rights and remedies of a secured party under any applicable UCC, and parties hereto intend that this Agreement shall constitute a security agreement under applicable lawlaw and that the Transferor shall be deemed to have granted, and the Transferor hereby grants, to the Transferee a first priority lien and security |US-DOCS\134906698.3|| interest in and to all of the Transferor’s right, title and interest in, to and under the Contributed Assets transferred by the Transferor to the Transferee hereunder, all other related documents to which the Transferor is a party and all proceeds of any of the foregoing. The possession by the Transferee of notes, instruments and such other goods, money, documents, chattel paper or certificated securities shall be deemed to be “possession by or delivery to secured party” for purposes of perfecting the security interest pursuant to the UCC in force in the relevant jurisdiction (including Section 9-313(c)(1) thereof). Notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Transferee for the purpose of perfecting such security interest under applicable law (except that nothing in this sentence shall cause any Person to be deemed to be an agent of the Transferee for any purpose other than for perfection of such security interest unless, and then only to the extent, expressly appointed and authorized by the Transferee in writing).

Intention of the Parties. The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA of the [Purchased Contracts and the Subsequent CNHICA] Receivables and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such [Purchased Contracts and Subsequent CNHICA] Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such [Purchased Contracts and Subsequent CNHICA] Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such [Purchased Contracts and Subsequent CNHICA] Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any [Purchased Contracts or any Subsequent CNHICA] Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the [Purchased Contracts or the Subsequent CNHICA] Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICA’s right, title and interest in and to the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.12.1 [and Section 2.2], and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The (a) It is the intention of the parties hereto that each Sale made hereunder shall constitute an absolute sale, contribution, assignment or transfer from the Seller to this Agreement intend the Purchaser, and not a loan, under applicable state law and federal bankruptcy law, which sale, contribution, assignment or transfer is absolute and irrevocable and provides the Purchaser with all rights of ownership of the Sale Assets, and that the transactions contemplated hereby beneficial interest and title to the Sale Assets shall be, and shall not be treated as, a purchase by CNHCR and a sale by CNHICA property of the Receivables and not as a lending transaction, such that Seller's estate in the event of a filing the occurrence of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 an Insolvency Event in respect of the Bankruptcy CodeSeller. Neither the Seller nor the Purchaser intends the transactions contemplated hereunder to be, (ii) or for any purpose to be characterized as, loans from the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject Purchaser to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy caseSeller secured by such property. The foregoing absolute sale, assignmentcontribution, transfer and conveyance does not constitute, and is not intended to result in a creation assignment or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Sale Assets hereunder by the Seller to the Purchaser is characterized made without recourse to the Seller; provided, however, that the Seller shall be liable to the Purchaser for all representations, warranties, indemnities and covenants made by the Seller to the Purchaser pursuant to the terms of this Agreement. The Seller hereby agrees to note on its financial statements and in its books, records and computer files that such Sale Assets have been sold, contributed, assigned or transferred to the Purchaser and to respond to any inquiries made by third parties that the ownership of such Sale Assets has been sold, contributed, assigned or transferred to the Purchaser. Notwithstanding anything to the contrary set forth in this Section 2.3, if a court or other governmental authority as of competent jurisdiction determines that any Sale constitutes a loan rather than a and not an absolute sale, CNHICA contribution, assignment or transfer, then the parties hereto intend that this Agreement shall constitute a security agreement under Applicable Law and that the Seller shall be deemed hereunder to have granted granted, and the Seller hereby grants, to CNHCR the Purchaser a first priority lien and security interest in and to all of CNHICA’s the Seller's right, title and interest in in, to and under the Sale Assets transferred by the Seller to the CNHICA AssetsPurchaser, all related documents to which the Seller is a party and all proceeds of any of the foregoing, subject only to Permitted Liens. Such The possession by the Purchaser of such notes, instruments and other goods, money, documents, chattel paper or certificated securities shall be deemed to be "possession by or delivery to secured party" for purposes of perfecting such security interest pursuant to the UCC in force in the relevant jurisdiction (including Sections 8-301 and 9-313(c)(1) thereof). Notifications to Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall secure all be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of CNHICA’s obligations the Purchaser for the purpose of perfecting such security interest under Applicable Law (monetary or otherwise) under except that nothing in this Agreement sentence shall cause any Person to be deemed to be an agent of the Purchaser for any purpose other than for perfection of such security interest unless, and then only to the other Basic Documents to which it is a partyextent, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingentexpressly appointed and authorized by the Purchaser in writing). CNHCR The Purchaser and its assignees shall have, with respect to the property described in Section 2.1such Sale Assets and related rights, and in addition to all the other rights and remedies available to CNHCR the Purchaser and its assignees under this Agreement and applicable lawthe other Transaction Documents, all the rights and remedies of a secured party under any applicable UCC. The Seller and the Purchaser shall, and to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement shall constitute were deemed to create a security agreement interest in the Sale Assets to secure a debt or other obligation, such security interest would be deemed to be a perfected security interest in favor of the Purchaser under applicable lawApplicable Law and will be maintained as such throughout the term of this Agreement. The Seller represents and warrants that the Sale Assets are being transferred with the intention of removing them from the Seller's estate pursuant to Section 541 of the Bankruptcy Code.

Intention of the Parties. The parties It is the express intent of each Originator and the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement intend of any Receivables and Related Rights, including, without limitation, all Receivables, if any, constituting “general intangibles” (as defined in the UCC), and all Related Rights be construed as a valid and perfected sale and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the transactions contemplated hereby right, title and interest in and to such Receivables and Related Rights conveyed to the Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables, including, without limitation, any Receivables constituting general intangibles, as defined in the UCC, and all Related Rights, is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA security agreement within the meaning of the Receivables UCC; and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Buyer as of the date of this Agreement, and such Originator hereby grants to the Buyer, a security interest in in, to and under, all of CNHICAsuch Originator’s right, title and interest in and to the CNHICA Assets. Such Receivables and the Related Rights transferred or purported to be transferred hereunder, whether now existing or hereafter created by such Originator, which security interest shall secure all the obligations of CNHICA’s obligations (monetary or otherwise) such Originator under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawAgreement.

Intention of the Parties. The parties It is the express intent of each Originator and the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement intend of the Receivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as a valid and perfected sale and absolute assignment or, in the case of Contributed Receivables, an absolute contribution and conveyance (in each case, without recourse except as provided herein), of such Receivables and Related Rights by such Originator to the Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the transactions contemplated hereby right, title and interest in and to such Receivables and Related Rights conveyed to the Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables, including without limitation any Receivables constituting general intangibles as defined in the UCC, and all Related Rights is not construed to be both a valid and perfected sale and absolute assignment or, in the case of Contributed Receivables, an absolute contribution and conveyance, of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA security agreement within the meaning of the Receivables UCC and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Buyer as of the date of this Agreement, and such Originator hereby grants to the Buyer a security interest in in, to and under all of CNHICAsuch Originator’s right, title and interest in and to to: (A) the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Receivables and the other Basic Documents Related Rights now existing and hereafter created by such Originator transferred or purported to which it is a partybe transferred hereunder, whether now or hereafter existing or arising, (B) all monies due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, due and all amounts received with respect thereto and (C) all books and records of such Originator to the property described in Section 2.1, and in addition extent related to all any of the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawforegoing.

Intention of the Parties. The It is the intention of the parties to this Agreement intend hereto that the transactions contemplated hereby shall becontribution of the Contributed Interest, and shall be treated as, a purchase by CNHCR and a the sale by CNHICA of the Receivables Receivable Interest hereunder, shall constitute sales or other outright conveyances which are absolute and not as a lending transactionirrevocable and provide Buyer with the full benefits of ownership of the Contributed Interest and the Receivable Interest. The sale of the Receivable Interest and contribution of the Contributed Interest hereunder are made without recourse to Originator; provided, such however, that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not Originator shall be property of CNHICA’s bankruptcy estate under Section 541 liable to Buyer for all representations, warranties, covenants and indemnities made by Originator pursuant to the terms of the Bankruptcy CodeTransaction Documents to which Originator is a party, and (ii) the bankruptcy court would such sale and contribution do not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, constitute and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is are not intended to result in a creation or an assumption by CNHCR of, Buyer or any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for assignee thereof of any obligation of CNHICA Originator or any other Person arising in connection with the Receivables or under any agreement or instrument relating theretoPool Receivables, including any contract the related Contracts and/or other Related Security or any other obligation to any Obligorobligations of Originator. If (but only In view of the intention of the parties hereto that the conveyances of the Receivable Interest and the Contributed Interest made hereunder shall constitute sales or other outright conveyances thereof rather than loans secured thereby, Originator agrees that it will, on or prior to the extent that) date hereof, xxxx its master data processing records relating to the transfer of the CNHICA Assets hereunder is characterized by Pool Receivables with a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder legend acceptable to have granted to CNHCR a security interest in all of CNHICA’s right, title and interest in Buyer and to the CNHICA Assets. Such security interest shall secure all of CNHICAAgent (as Buyer’s obligations (monetary or otherwise) under assignee), evidencing that Buyer owns the Receivable Interest and the Contributed Interest as provided in this Agreement and to note in its financial statements that the other Basic Documents Receivable Interest has been sold, and the Contributed Interest has been contributed, to which it is a party, whether now Buyer and have been further sold or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect pledged to the property described in Section 2.1Agent. Originator authorizes the Buyer or the Agent (as Buyer’s assignee) to file such financing or continuation statements, or amendments thereto or assignments thereof, and in addition such other instruments or notices, as may be necessary or appropriate to all perfect and maintain the other rights perfection of Buyer’s ownership of the Receivable Interest and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawContributed Interest.

Intention of the Parties. The It is the express intent of the parties to this Agreement intend hereto that the transactions contemplated hereby shall conveyance of the Mortgage Loans sold by the Seller to the Purchaser as provided in Section 3 hereof be, and shall be treated construed as, a purchase sale of such Mortgage Loans by CNHCR and a sale by CNHICA of the Receivables Seller to the Purchaser and not as a lending transactionpledge of such Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, such that in the event that, notwithstanding the aforementioned intent of a filing of a petition for relief by or against CNHICA under the Bankruptcy Codeparties, (i) any such Receivables would not Mortgage Loans are held to be property of CNHICA’s bankruptcy estate under Section 541 the Seller, then (a) it is the express intent of the Bankruptcy parties that such conveyance be deemed a pledge of such Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller and (b) (1) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code, ; (ii2) the bankruptcy court would not compel the turnover conveyance provided for in Section 3 of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA this Agreement shall be deemed hereunder to have granted be a grant by the Seller to CNHCR the Purchaser of a security interest in or lien on all of CNHICA’s the Seller's right, title and interest in and to such Mortgage Loans and all amounts payable to the CNHICA Assets. Such holders of such Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (3) the possession by the Purchaser or its agent of mortgage notes, the related mortgages and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest shall secure all pursuant to Section 9-305 of CNHICA’s obligations the applicable Uniform Commercial Code; and (monetary or otherwise4) under this Agreement and the other Basic Documents notifications to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1persons holding such property, and in addition to all acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgment, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the other rights and remedies available to CNHCR under this Agreement and applicable law, all Purchaser for the rights and remedies purpose of a secured party under any applicable UCC, and this Agreement shall constitute a perfecting such security agreement interest or lien under applicable law. Any assignment of the interest of the Purchaser pursuant to Section 2 hereof shall also be deemed to be an assignment of any security interest created hereby. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in or lien on any of the Mortgage Loans sold to the Purchaser, such security interest or lien would be deemed to be a perfected security interest or lien of first priority under applicable law and will be maintained as such throughout the term of the Agreement.

Intention of the Parties. The parties (a) It is the express intent of the Seller and the Buyer that each conveyance by the Seller to the Buyer pursuant to this Agreement intend of the Subject Receivables, (including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC), and all Related Rights be construed as a valid and perfected sale and absolute assignment (without recourse except as provided herein) of such Subject Receivables and Related Rights by the Seller to the Buyer (rather than the grant of a security interest to secure a debt or other obligation of the Seller) and that the transactions contemplated hereby right, title and interest in and to such Subject Receivables and Related Rights conveyed to the Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured US-DOCS\149440763.13 lenders, purchasers and any Person claiming through Seller. The parties acknowledge that an outright sale of Receivables or an interest in Receivables is a “security interest” within the meaning of UCC 1-201(b)(35) and as such, the terms and terminology of UCC Article 9 will apply to this Agreement and be used in, or in connection with, this Agreement without thereby affecting the nature of the outright sale hereunder and as such it is also the intent of the parties that this Agreement shall be, and shall be treated ashereby is, a purchase by CNHCR “security agreement” within the meaning of the UCC. However, if, contrary to the mutual intent of the parties, any conveyance of Subject Receivables, including without limitation any Subject Receivables constituting general intangibles as defined in the UCC, or any Related Rights with respect thereto is not construed to be both a valid and perfected sale and absolute assignment of such Subject Receivables or Related Rights, and a sale by CNHICA conveyance of such Subject Receivables or Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through the Seller, then, it is the intent of the Receivables Seller and not as a lending transaction, such the Buyer that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Seller shall be deemed hereunder to have granted to CNHCR the Buyer as of the date of this Agreement, and the Seller hereby grants to the Buyer, a security interest in in, to and under all of CNHICAthe Seller’s right, title and interest in and to the CNHICA Assets. Such security interest shall Subject Receivables and the Related Rights now existing and hereafter created by an Originator and transferred or purported to be transferred under the Intermediate Purchase Agreement, to secure all of CNHICAthe Seller’s obligations hereunder (monetary or otherwise) under this Agreement including, without limitation, pursuant to Section 3.4 and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law10.1 hereof).

Intention of the Parties. The parties It is the express intent of each Originator and the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement intend of the Receivables, including without limitation, all Receivables, if any, constituting accounts or payment intangibles each as defined in the UCC, and all Related Rights be construed as a valid and perfected sale or contribution and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the transactions contemplated hereby right, title and interest in and to such Receivables and Related Rights conveyed to the Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables, including without limitation any Receivables constituting accounts or payment intangibles each as defined in the UCC, and all Related Rights is not construed to be both a valid and perfected sale or contribution and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA security agreement within the meaning of the Receivables UCC to secure payment or performance of an obligation and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Buyer as of the date of this Agreement, and such Originator hereby grants to the Buyer a security interest in in, to and under all of CNHICAsuch Originator’s right, title and interest in and to to: (A) the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Receivables and the other Basic Documents Related Rights now existing and hereafter created by such Originator transferred or purported to which it is a partybe transferred hereunder, whether now or hereafter existing or arising, (B) all monies due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, due and all amounts received with respect thereto and (C) all books and records of such Originator to the property described extent related to any of the foregoing to secure payment of an obligation in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all amount of the rights and remedies Outstanding Balance of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawsuch Receivables.

Intention of the Parties. The It is the express intent of each of the parties hereto that each purchase and sale hereunder shall (except for U.S. federal, state and local income tax purposes) each severally constitute a true sale and absolute assignment of the Devices and the Customer Lease-End Rights and Obligations by each Lessee to this Agreement intend the Buyer (such that the transactions contemplated hereby shall beDevices and the Customer Lease-End Rights and Obligations, and shall be treated asother than those, a purchase if any, subsequently transferred pursuant to Section 2.8, repurchased by CNHCR and a sale by CNHICA or transferred to the Lessees pursuant to the terms of the Receivables and not as Transaction Documents or exchanged pursuant to a lending transactionLike-Kind Exchange, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICAany Lessee’s bankruptcy estate under Section 541 in any Insolvency Event relating to any Lessee). As a protective measure in the event that, notwithstanding the foregoing, the conveyance of the Bankruptcy CodeDevices and the Customer Lease-End Rights and Obligations to the Buyer is recharacterized by any third party as a pledge securing a loan, each Lessee does hereby grant to Mobile Leasing Solutions for the benefit of Series 2 as of, (iix) in the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 case of the Bankruptcy CodeLease Closing Date Devices and Customer Lease-End Rights and Obligations in respect of the Lease Closing Date Customer Leases, and the Lease Closing Date, (iiiy) the bankruptcy court would determine that payments on such Receivables not in the possession case of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer each Upgraded Device and conveyance does not constitute, Customer Lease-End Rights and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability Obligations with respect to any Receivableseach Upgraded Customer Lease, nor shall CNHCR be obligated to perform or otherwise be responsible the Upgrade Date for any obligation the related Upgraded Device and (z) in the case of CNHICA or any other Person in connection with each Like-Kind Exchange Device, the Receivables or under any agreement or instrument relating theretoLike-Kind Exchange Transfer Date for such Like-Kind Exchange Device, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICAsuch Lessee’s now or hereafter existing right, title and interest in in, to and to under the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Devices and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, Customer Lease-End Rights and in addition to all the other rights Obligations and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and agrees that this Agreement shall constitute a security agreement under applicable law. Each Lessee hereby authorizes the Buyer, or its respective designees (i) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Devices and the Customer Lease-End Rights and Obligations now existing or hereafter arising in the name of such Lessee and (ii) to the extent permitted by Law and the Servicing Agreement, to notify Customers of the assignment of the Devices and related Customer Lease-End Rights and Obligations pursuant hereto.

Intention of the Parties. The parties It is the express intent of each Originator and the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement intend of the Receivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as a valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the transactions contemplated hereby right, title and interest in and to such Receivables and Related Rights conveyed to the Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables, including without limitation any Receivables constituting general intangibles as defined in the UCC, and all Related Rights is not construed to be both a valid and perfected sale (or contribution) and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA security agreement within the meaning of the Receivables UCC and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Buyer as of the date of this Agreement, and such Originator hereby grants to the Buyer a security interest in in, to and under all of CNHICAsuch Originator’s right, title and interest in and to the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Receivables and the other Basic Documents Related Rights now existing and hereafter created by such Originator transferred or purported to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawbe transferred hereunder.

Intention of the Parties. The parties It is the express intent of each Originator and the Company that each conveyance by such Originator to the Company pursuant to this Agreement intend of any Receivables and Related Rights, including, without limitation, all Receivables, if any, constituting “general intangibles” (as defined in the UCC), and all Related Rights be construed as a valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the transactions contemplated hereby shall beright, title and interest in and to such Receivables and Related Rights conveyed to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables, including without limitation any Receivables constituting general intangibles as defined in the UCC, and shall all Related Rights is not construed to be treated asboth a valid and perfected sale (or contribution) and absolute assignment of such Receivables and Related Rights, a purchase by CNHCR and a sale by CNHICA conveyance of the such Receivables and not as a lending transactionRelated Rights that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such that in Originator, then, it is the event intent of a filing of a petition for relief by or against CNHICA under such Originator and the Bankruptcy CodeCompany that, (i) such Receivables would not this Agreement also shall be property of CNHICA’s bankruptcy estate under Section 541 deemed to be, and hereby is, a security agreement within the meaning of the Bankruptcy Code, UCC; and (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Company as of the date of this Agreement, and such Originator hereby grants to the Company, a security interest in in, to and under, all of CNHICAsuch Originator’s right, title and interest in and to the CNHICA Assets. Such Receivables and the Related Rights transferred or purported to be transferred hereunder, whether now existing or hereafter created by such Originator, which security interest shall secure all the obligations of CNHICA’s obligations (monetary or otherwise) such Originator under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawAgreement.

Intention of the Parties. The It is the intention of the parties to this Agreement intend hereto that the transactions contemplated hereby shall becontribution of the Contributed Interest, and shall be treated as, a purchase by CNHCR and a the sale by CNHICA of the Receivables Receivable Interest hereunder, shall constitute sales or other outright conveyances which are absolute and not as a lending transactionirrevocable and provide Buyer with the full benefits of ownership of the Contributed Interest and the Receivable Interest. The sale of the Receivable Interest and contribution of the Contributed Interest hereunder are made without recourse to Originator; provided, such however, that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not Originator shall be property of CNHICA’s bankruptcy estate under Section 541 liable to Buyer for all representations, warranties, covenants and indemnities made by Originator pursuant to the terms of the Bankruptcy CodeTransaction Documents to which Originator is a party, and (ii) the bankruptcy court would such sale and contribution do not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, constitute and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is are not intended to result in a creation or an assumption by CNHCR of, Buyer or any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for assignee thereof of any obligation of CNHICA Originator or any other Person arising in connection with the Receivables or under any agreement or instrument relating theretoPool Receivables, including any contract the related Contracts and/or other Related Security or any other obligation to any Obligorobligations of Originator. If (but only In view of the intention of the parties hereto that the conveyances of the Receivable Interest and the Contributed Interest made hereunder shall constitute sales or other outright conveyances thereof rather than loans secured thereby, Originator agrees that it will, on or prior to the extent that) date hereof, mark its master data pxxxxssing records relating to the transfer of the CNHICA Assets hereunder is characterized by Pool Receivables with a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder legend acceptable to have granted to CNHCR a security interest in all of CNHICA’s right, title and interest in Buyer and to the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations Agent (monetary or otherwise) under as Buyer's assignee), evidencing that Buyer owns the Receivable Interest and the Contributed Interest as provided in this Agreement and to note in its financial statements that the other Basic Documents Receivable Interest has been sold, and the Contributed Interest has been contributed, to which it is a party, whether now Buyer and have been further sold or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect pledged to the property described in Section 2.1Agent. Upon the request of Buyer or the Agent (as Buyer's assignee), Originator will execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and in addition such other instruments or notices, as may be necessary or appropriate to all perfect and maintain the other rights perfection of Buyer's ownership of the Receivable Interest and remedies available to CNHCR under this Agreement and applicable lawthe Contributed Interest, all or as Buyer or the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawAgent (as Buyer's assignee) may reasonably request.

Intention of the Parties. The parties It is the express intent of each Originator and the Company that each conveyance by such Originator to the Company pursuant to this Agreement intend of any Receivables and Related Rights, including, without limitation, all Sold Receivables, if any, be construed as a valid and perfected sale and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that an outright sale of receivables and interests in receivables is governed by Article 9 of the UCC (“Article 9”), notwithstanding that such a sale is not intended for security. The parties also acknowledge that, as a drafting convention under Article 9, terms used under Article 9 for secured transactions contemplated hereby shall bealso apply to outright sales of receivables, including “debtor,” which applies to a seller of receivables, “secured party,” which applies to a buyer of receivables, and shall “security interest,” which applies to the buyer’s outright ownership interest. Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be treated as, a purchase by CNHCR used in this Agreement or in connection with this Agreement and a such use does not affect the nature of the outright sale by CNHICA hereunder of the Receivables and not by the Originators to the Company. Thus, under the Article 9 drafting convention, the outright sale of the Sold Receivables may be described as a lending transactiontransaction by which the Originators have granted to the Company a security interest in, such that in among other things, the event of a filing of a petition for relief by or against CNHICA under Sold Receivables (see UCC 1-201(b)(35) and therefore it is the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 intent of the Bankruptcy Codeparties that this Agreement shall be deemed to be a “security agreement” within the meaning of the UCC). However, (ii) if, contrary to the bankruptcy court would mutual intent of the parties, any conveyance hereunder of Receivables and Related Rights is not compel the turnover construed to be both a valid and perfected sale and absolute assignment of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Codeand Related Rights, and (iii) the bankruptcy court would determine that payments on a conveyance of such Receivables not in the possession of CNHICA would not be subject and Related Rights that is prior to the automatic stay provisions rights of Section 362(a) and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through any Originator, then, it is the intent of such Originator and the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Company that such Originator shall be deemed hereunder to have granted to CNHCR the Company as of the date of this Agreement, and such Originator hereby grants to the Company, a security interest in in, to and under, all of CNHICAsuch Originator’s right, title and interest in and to each Receivable existing as of the CNHICA Assets. Such security interest shall secure Effective Date and generated by such Originator thereafter and prior to the Purchase Termination Date and all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a partyRelated Rights with respect thereto, whether now existing or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect secure the prompt and complete payment of a loan deemed to have been made by the Company to such Originator in an amount equal to the property described in Section 2.1Purchase Price of the Receivables originated by such Originator, and in addition to together with all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies obligations of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawsuch Originator hereunder.

Intention of the Parties. The parties It is the express intent of each Originator and the Company that each conveyance by such Originator to the Company pursuant to this Agreement intend of any Receivables and Related Rights, including, without limitation, all Receivables, if any, constituting “general intangibles” (as defined in the UCC), and all Related Rights be construed as a valid and perfected sale (or contribution) and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that certain terms used under Article 9 of the UCC as enacted in the State of New York and any other applicable jurisdiction (without distinguishing the applicable jurisdiction, “Article 9”) for secured loan transactions contemplated hereby also apply to outright sales of receivables, including “debtor,” “secured party,” and “security interest,” which applies to the buyer’s outright ownership interest. Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and such use does not affect the nature of the outright sale (or contribution) of the Receivables by the Originators to the Company. Thus, under the Article 9 drafting convention, the outright sale of the Receivables may be described as a transaction by which the Originators have granted to the Company a security interest in, among other things, the Receivables. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables and Related Rights, including, without limitation, any Receivables constituting “accounts” or “general intangibles” (as defined in the UCC) hereunder shall be characterized as a secured loan and not a sale (or contribution) or such sale (or contribution) shall for any reason be ineffective or unenforceable, then, it is the intent of such Originator and the Company that (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA security agreement within the meaning of the Receivables UCC; and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Company as of the date of this Agreement, and such Originator hereby grants to the Company, a security interest in in, to and under, all of CNHICAsuch Originator’s right, title and interest in and to the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Receivables and the other Basic Documents Related Rights transferred or purported to which it is a partybe transferred hereunder, whether now existing or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawcreated by such Originator.

Intention of the Parties. The parties (a) It is the express intent of each Originator and the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement intend of the Subject Receivables, (including without US-DOCS\148030570.24 limitation, all Subject Receivables, if any, constituting general intangibles as defined in the UCC), and all Related Rights be construed as a valid and perfected sale and absolute assignment (without recourse except as provided herein) of such Subject Receivables and Related Rights by such Originator to the Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the transactions contemplated hereby right, title and interest in and to such Subject Receivables and Related Rights conveyed to the Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that an outright sale of Receivables or an interest in Receivables is a “security interest” within the meaning of UCC 1-201(b)(35) and as such, the terms and terminology of UCC Article 9 will apply to this Agreement and be used in, or in connection with, this Agreement without thereby affecting the nature of the outright sale hereunder and as such it is also the intent of the parties that this Agreement shall be, and shall be treated ashereby is, a purchase by CNHCR “security agreement” within the meaning of the UCC. However, if, contrary to the mutual intent of the parties, any conveyance of Subject Receivables, including without limitation any Subject Receivables constituting general intangibles as defined in the UCC, or any Related Rights with respect thereto is not construed to be both a valid and perfected sale and absolute assignment of such Subject Receivables or Related Rights, and a sale by CNHICA of the Receivables and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover conveyance of such Subject Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine Related Rights that payments on such Receivables not in the possession of CNHICA would not be subject is prior to the automatic stay provisions rights of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, enforceable against all other Persons at any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating theretotime, including without limitation lien creditors, secured lenders, purchasers and any contract or any other obligation to any Obligor. If (but only to Person claiming through such Originator, then, it is the extent that) intent of such Originator and the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Buyer that such Originator shall be deemed hereunder to have granted to CNHCR the Buyer as of the date of this Agreement, and such Originator hereby grants to the Buyer, a security interest in in, to and under all of CNHICAsuch Originator’s right, title and interest in and to the CNHICA Assets. Such security interest shall Subject Receivables and the Related Rights now existing and hereafter created by such Originator transferred or purported to be transferred hereunder to secure all of CNHICAsuch Originator’s obligations hereunder (monetary or otherwise) under this Agreement including, without limitation, pursuant to Section 3.4 and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law10.1 hereof).

Intention of the Parties. The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA NH Credit of the NH Purchased Contracts and the Subsequent NH Receivables and any True Lease Equipment, in each case, related thereto, as the case may be, and not as a lending transaction, such so that in the event of a filing of a petition for relief by or against CNHICA NH Credit under the Bankruptcy Code, (i) such NH Purchased Contracts, Subsequent NH Receivables and True Lease Equipment would not be property of CNHICA’s NH Credit's bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such NH Purchased Contracts, Subsequent NH Receivables or collections thereon and True Lease Equipment by CNHCR to CNHICA NH Credit under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such the NH Purchased Contracts, Subsequent NH Receivables and True Lease Equipment not in the possession of CNHICA NH Credit would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s NH Credit's bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any ReceivablesNH Purchased Contract or any Subsequent NH Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA NH Credit or any other Person in connection with the NH Purchased Contracts or the Subsequent NH Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. If (but only to the extent thatextent) that the transfer of the CNHICA NH Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA NH Credit shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICA’s NH Credit's right, title and interest in and to the CNHICA NH Assets. Such security interest shall secure all of CNHICA’s NH Credit's obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.12.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The parties It is the express intent of each Originator and the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement intend of the Receivables, including without limitation, all Receivables, if any, constituting accounts or general intangibles each as defined in the UCC, and all Related Rights be construed as a valid and perfected sale or contribution and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the transactions contemplated hereby right, title and interest in and to such Receivables and Related Rights conveyed to the Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables, including without limitation any Receivables constituting accounts or general intangibles each as defined in the UCC, and all Related Rights is not construed to be both a valid and perfected sale or contribution and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA security agreement within the meaning of the Receivables UCC and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Buyer as of the date of this Agreement, and such Originator hereby grants to the Buyer a security interest in in, to and under all of CNHICAsuch Originator’s right, title and interest in and to to: (A) the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Receivables and the other Basic Documents Related Rights now existing and hereafter created by such Originator transferred or purported to which it is a partybe transferred hereunder, whether now or hereafter existing or arising, (B) all monies due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, due and all amounts received with respect thereto and (C) all books and records of such Originator to the property described in Section 2.1, and in addition extent related to all any of the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawforegoing.

Intention of the Parties. The parties to execution and delivery of this Agreement shall constitute an acknowledgment by the Depositor and the Issuer that they intend that the transactions assignments and transfers herein contemplated hereby shall beconstitute sales and assignments outright, and shall be treated asnot for security, a purchase by CNHCR and a sale by CNHICA of the Receivables and the related Deposited Assets, conveying good title thereto free and clear of any Liens, from the Depositor to the Issuer, and that the Receivables and the related Deposited Assets shall not as be a lending transaction, such that part of the Depositor’s estate in the event of a filing the bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, or the occurrence of a petition for relief by or against CNHICA under the Bankruptcy Codeanother similar event, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to the Depositor. In the event that any Receivablessuch conveyance is determined to be made as security for a loan made by the Issuer, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA the Noteholders or any other Person in connection with to the Receivables or under any agreement or instrument relating theretoDepositor, including any contract or any other obligation to such conveyance shall for any Obligor. If reason be ineffective or unenforceable (but only any of the foregoing being a “Recharacterization”), the Depositor hereby grants to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR Issuer a security interest in all of CNHICAthe Depositor’s right, title and interest in the Receivables and to the CNHICA all related Deposited Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now owned or existing or hereafter existing acquired or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under the UCC and other applicable law. In the case of any Recharacterization, the Depositor represents and warrants that each remittance of Collections by the Depositor to the Issuer hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial affairs and (ii) made in the ordinary course of business or financial affairs.

Intention of the Parties. The It is the intention of the parties to this Agreement intend hereto that the transactions contemplated hereby sale of all right, title and interest of Assignor in and to any Purchased Assets to Assignee as provided in Section 2.1 shall beconstitute an absolute transfer conveying good title, and that the Purchased Assets shall not be treated as, a purchase by CNHCR and a sale by CNHICA part of the Receivables and not as a lending transaction, such that Assignor’s bankruptcy estate in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability an Insolvency Event with respect to any ReceivablesAssignor. If, nor notwithstanding the intention of the parties expressed in this Section 2.3, the sale by Assignor to Assignee of the Purchased Assets hereunder shall CNHCR be obligated to perform characterized as a secured loan and not a sale or otherwise be responsible such sale shall for any obligation of CNHICA reason be ineffective or any other Person in connection with the Receivables or under any agreement or instrument relating theretounenforceable, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law, and Assignee and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. For this purpose and without being in derogation of the parties’ intention that the sale of Purchased Assets hereunder shall constitute a true sale thereof, Assignor hereby grants to have granted to CNHCR Assignee a duly perfected security interest in all of CNHICAthe Assignor’s right, title and interest in in, to and to under the CNHICA Purchased Assets. Such , which security interest shall secure be prior to all other Liens (other than Liens in favor of CNHICA’s obligations the administrative agent under the Existing Receivables Loan and Security Agreement, which are being released on the date hereof). The parties hereto agree that the Purchase Price (monetary or otherwisesubject to adjustment pursuant to Section 2.2 above) under this Agreement represents the fair market value of the Purchased Assets. The Assignor agrees that it will (a) xxxx its books and records (including, without limitation, computer programs and other non-written records) to indicate that the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect Purchased Assets have been sold to the property described in Section 2.1, Assignee and in addition (b) treat its sale of the Purchased Assets to all the other rights Assignee as a sale for tax and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawaccounting purposes.

Intention of the Parties. The It is the intention of the parties to hereto that each transfer and assignment contemplated by this Agreement intend shall constitute an absolute sale or contribution, or a combination thereof, of the related Receivables from the Seller to the Depositor and from the Depositor to the Issuer and that the transactions contemplated hereby related Receivables shall be, and shall not be treated as, a purchase by CNHCR and a sale by CNHICA part of the Receivables and not as a lending transaction, such that Seller’s or the Depositor’s estate or otherwise be considered property of the Seller or the Depositor in the event of the bankruptcy, receivership, insolvency, liquidation, conservatorship or similar proceeding relating to the Seller or the Depositor or any of their property. Except as set forth below, it is not intended that any amounts available for reimbursement of Receivables be deemed to have been pledged by the Seller to the Depositor or by the Depositor to the Issuer or the Indenture Trustee to secure a filing debt or other obligation of the Seller or the Depositor. In the event that (A) the transfers of Receivables by the Depositor or the Issuer are deemed by a petition court or applicable regulatory, administrative or other governmental body contrary to the express intent of the parties to constitute pledges rather than sales or contributions, or a combination thereof, of the Receivables, or (B) if amounts available now or in the future for relief by reimbursement of any Receivables are held to be property of the Seller or against CNHICA under the Bankruptcy CodeDepositor or loans to the Seller or the Depositor, or (C) if for any reason this Agreement is held or deemed to be a financing or some other similar arrangement or agreement, then: (i) such Receivables would not this Agreement is and shall be property a security agreement within the meaning of CNHICA’s bankruptcy estate under Section 541 Articles 8 and 9 of the Bankruptcy Code, Relevant UCC; (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy CodeIssuer shall be treated as having a first priority, perfected security interest in and to, and lien on, the Receivables transferred and assigned to the Issuer hereunder; (iii) the bankruptcy court would determine that payments on such agreement of the Seller and the Depositor hereunder to sell, assign, convey and transfer the Receivables not in shall be a grant by the possession of CNHICA would not be subject Seller to the automatic stay provisions of Section 362(a) of Depositor and by the Bankruptcy Code imposed upon Depositor to the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constituteIssuer of, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only Seller does hereby grant to the extent that) Depositor and the transfer of Depositor does hereby grant to the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a saleIssuer, CNHICA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICAthe Seller’s rightand Depositor’s property and right (including the power to convey title thereto), title title, and interest interest, whether now owned or hereafter acquired, in and to the CNHICA Assets. Such security interest shall secure Aggregate Receivables, together with (A) all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether amounts payable now or hereafter existing in the future by or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the Receivables and (B) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all such amounts from time to time held or invested in accounts maintained by or on behalf of the Seller, by or on behalf of the Securitization Trusts or by the Depositor, whether in the form of cash, instruments, securities or other property (the “Receivables Related Collateral”). The possession by the Issuer or its agent of notes and such other goods, money, documents or such other items of property as constitute instruments, money, negotiable documents or chattel paper, in each case, which constitute any of the items described in Section 2.1the foregoing sentence, or proceeds thereof, shall be “possession by the secured party,” or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Relevant UCC of any applicable jurisdiction; and notifications to persons holding such property, and in addition to all acknowledgments, receipts or confirmations from persons holding such property, shall be notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of any such holder for the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies purpose of a secured party under any applicable UCC, and this Agreement shall constitute a perfecting such security agreement interest under applicable law.

Intention of the Parties. The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA Case Credit of the Case Purchased Contracts and the Subsequent Case Receivables and any True Lease Equipment related to such Case Purchased Contracts or Subsequent Case Receivables, as the case may be, and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any ReceivablesCase Purchased Contract or any Subsequent Case Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA Case Credit or any other Person in connection with the Case Purchased Contracts or the Subsequent Case Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. If (but only to the extent thatextent) that the transfer of the CNHICA Case Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Case Credit shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICA’s Case Credit's right, title and interest in and to the CNHICA Case Assets. Such security interest shall secure all of CNHICA’s Case Credit's obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.12.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA NH Credit of the Initial NH Receivables and the Subsequent NH Receivables and any True Lease Equipment related to such Initial NH Receivables or Subsequent NH Receivables, as the case may be, and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any ReceivablesInitial NH Receivable or any Subsequent NH Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA NH Credit or any other Person in connection with the Initial NH Receivables or the Subsequent NH Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefitting the Obligors under such Leases. If (but only to the extent thatextent) that the transfer of the CNHICA NH Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA NH Credit shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICA’s NH Credit's right, title and interest in and to the CNHICA NH Assets. Such security interest shall secure all of CNHICA’s NH Credit's obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.12.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The parties It is the express intent of each Originator and the Company that each conveyance by such Originator to the Company pursuant to this Agreement intend of any Receivables and Related Rights, including, without limitation, all Receivables, if any, constituting “general intangibles” (as defined in the UCC), and all Related Rights be construed as a valid and perfected sale and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that an outright sale of receivables and interests in receivables is governed by Article 9 of the UCC as enacted in the State of New York and the states in which the parties may be organized or otherwise have a presence (without distinguishing the applicable jurisdiction, “Article 9”), notwithstanding that such a sale is not intended for security. The parties also acknowledge that, as a drafting convention under Article 9, terms used under Article 9 for secured transactions contemplated hereby also apply to outright sales of receivables, including “debtor,” which applies to a seller of receivables, “secured party,” which applies to a buyer of receivables, and “security interest,” which applies to the buyer’s outright ownership interest. Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and such use does not affect the nature of the outright sale of the Receivables by the Originators to the Company. Thus, under the Article 9 drafting convention, the outright sale of the Receivables may be described as a transaction by which the Originators have granted to the Company a security interest in, among other things, the Receivables. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables and Related Rights, including, without limitation, any Receivables constituting “accounts” or “general intangibles” (as defined in the UCC), is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through any Originator, then, it is the intent of such Originator and the Company that (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA security agreement within the meaning of the Receivables UCC; and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Company as of the date of this Agreement, and such Originator hereby grants to the Company, a security interest in in, to and under, all of CNHICAsuch Originator’s right, title and interest in and to the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Receivables and the other Basic Documents Related Rights transferred or purported to which it is a partybe transferred hereunder, whether now existing or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawcreated by such Originator.

Intention of the Parties. The (a) It is the express intent of the parties hereto that the conveyance by the Seller to the Purchaser pursuant to this Loan Purchase Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA of the Receivables and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICASeller’s right, title and interest in and to the CNHICA AssetsInitial Loans be, and be construed as, an absolute sale and assignment by the Seller to the Purchaser. Such Further, it is not intended that the conveyance be deemed to be the grant of a security interest in the Initial Loans by the Seller to the Purchaser to secure a debt or other obligation. However, in the event that the Initial Loans are held to be property of the Seller, or if for any reason this Loan Purchase Agreement is held or deemed to create a security interest in the Initial Loans, then it is intended that (i) this Loan Purchase Agreement shall secure also be deemed to be a security agreement within the meaning of Article 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (ii) the conveyances provided for in Section 1 shall be deemed to be a grant by the Seller to the Purchaser of a security interest in all of CNHICAthe Seller’s obligations (monetary or otherwise) under this Agreement right, title and the other Basic Documents to which it is a partyinterest, whether now owned or hereafter existing or arisingacquired, due or in and to become due(A) the Initial Loans, direct or indirectincluding the Mortgage Notes, absolute or contingent. CNHCR shall havethe Mortgages, with respect any related insurance policies and all other documents in the related Loan Files and including any Eligible Substitute Loans; (B) pool insurance policies, hazard insurance policies and any bankruptcy bond relating to the property described foregoing, if applicable; (C) all amounts payable after the Cut-off Date to the holders of the Initial Loans in Section 2.1accordance with the terms thereof; (D) all income, payments, proceeds and products of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (E) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable lawoil, all the rights and remedies of a secured party under any applicable UCCgas, and this Agreement other minerals, consisting of, arising from, or relating to, any of the foregoing; and (F) all proceeds of any of the foregoing; (iii) the possession or control by the Purchaser or any other agent of the Purchaser of any of the foregoing property shall constitute be deemed to be possession or control by the secured party, or possession or control by a purchaser, for purposes of perfecting the security agreement interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-104, 9-106, 9-313 or 9-314 thereof); and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the Purchaser, as applicable, for the purpose of perfecting such security interest under applicable law.

Intention of the Parties. The parties It is the express intent of theeach Originator and the Company that each conveyance by thesuch Originator to the Company pursuant to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA of the Receivables and not Related Rights, be construed as a lending transactionvalid and perfected sale or contribution (as applicable) and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by thesuch Originator to the Company (rather than the grant of a security interest to secure a debt or other obligation of thesuch Originator) and that the right, title and interest in and to such that Receivables and Related Rights conveyed to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through thesuch Originator. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables and Related Rights, including without limitation any Receivables constituting general intangibles as defined in the event UCC, is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a filing conveyance of a petition for relief by or such Receivables and Related Rights that is prior to the rights of and enforceable against CNHICA under all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through theany Originator, then, it is the Bankruptcy Code, intent of theeach Originator and the Company that (i) such Receivables would not this Agreement also shall be property of CNHICA’s bankruptcy estate under Section 541 deemed to be, and hereby is, a security agreement within the meaning of the Bankruptcy Code, UCC; and (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA theeach Originator shall be deemed hereunder to have granted to CNHCR the Company as of the date of this Agreement, and thesuch Originator hereby grants to the Company a security interest in in, to and under all of CNHICAthesuch Originator’s right, title and interest in and to to: (A) the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Receivables and the other Basic Documents Related Rights now existing and hereafter created by thesuch Originator transferred or purported to which it is a partybe transferred hereunder, whether now or hereafter existing or arising, (B) all amounts due or to become duedue and all amounts received with respect thereto, direct (C) all books and 740816958 17540157 3 records of thesuch Originator related to any of the foregoing, (D) all rights, remedies, powers, privileges, title and interest (but not obligations) of thesuch Originator in and to each post office box and account (including, without limitation, all related Lock-Box Accounts) to which Collections or indirect, absolute or contingent. CNHCR shall have, other proceeds with respect to the property described in Section 2.1such Receivables are sent, all amounts on deposit therein, and any related investment property acquired with any such collections or other proceeds (as such term is defined in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, ) and this Agreement shall constitute a security agreement under applicable law(E) all proceeds and products of any of the foregoing to secure all of thesuch Originator’s obligations hereunder.

Intention of the Parties. The It is the intention of the parties to hereto that each transfer and assignment contemplated by this Agreement intend shall constitute an absolute sale of the related Receivables from the Seller to the Depositor and an absolute sale or contribution, or a combination thereof, as applicable, of the related Receivables from the Depositor to the Issuer and that the transactions contemplated hereby related Receivables shall be, and shall not be treated as, a purchase by CNHCR and a sale by CNHICA part of the Receivables and not as a lending transaction, such that Seller’s or the Depositor’s estate or otherwise be considered property of the Seller or the Depositor in the event of the bankruptcy, receivership, insolvency, liquidation, conservatorship or similar proceeding relating to the Seller or the Depositor or any of their property. Except as set forth below, it is not intended that any amounts available for reimbursement of Receivables be deemed to have been pledged by the Seller to the Depositor or by the Depositor to the Issuer or the Indenture Trustee to secure a filing debt or other obligation of the Seller or the Depositor. In the event that (A) the purchase of Receivables by the Depositor or the Issuer is deemed by a petition court or applicable regulatory, administrative or other governmental body contrary to the express intent of the parties to constitute a pledge rather than a sale or contribution, or a combination thereof, of the Receivables; or (B) if amounts available now or in the future for relief by reimbursement of any Receivables are held to be property of the Seller or against CNHICA under the Bankruptcy CodeDepositor or a loan to the Seller or the Depositor, or (C) if for any reason this Agreement is held or deemed to be a financing or some other similar arrangement or agreement, then: (i) such Receivables would not this Agreement is and shall be property a security agreement within the meaning of CNHICA’s bankruptcy estate under Section 541 Articles 8 and 9 of the Bankruptcy Code, Relevant UCC; (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy CodeIssuer shall be treated as having a first priority, perfected security interest in and to, and lien on, the Receivables transferred and assigned to the Issuer hereunder; (iii) the bankruptcy court would determine that payments on such agreement of the Seller and the Depositor hereunder to sell, assign, convey and transfer the Receivables not in shall be a grant by the possession of CNHICA would not be subject Seller to the automatic stay provisions of Section 362(a) of Depositor and by the Bankruptcy Code imposed upon Depositor to the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constituteIssuer of, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only Seller does hereby grant to the extent that) Depositor and the transfer of Depositor does hereby grant to the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a saleIssuer, CNHICA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICAthe Seller’s rightand Depositor’s, as applicable, property and right (including the power to convey title thereto), title, and interest interest, whether now owned or hereafter acquired in and to the CNHICA Assets. Such security interest shall secure Aggregate Receivables, together with (A) all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether amounts payable now or hereafter existing in the future by or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the Receivables and (B) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all such amounts from time to time held or invested in accounts maintained by or on behalf of the Seller, by or on behalf of the Securitization Trusts or by or on behalf of the Depositor, whether in the form of cash, instruments securities or other property (the “Receivables Related Collateral”). The possession by the Issuer or its agent of notes and such other goods, money, documents or such other items of property as constitute instruments, money, negotiable documents or chattel paper, in each case, which constitute any of the items described in Section 2.1the foregoing sentence, or proceeds thereof, shall be “possession by the secured party,” or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Relevant UCC of any applicable jurisdiction; and notifications to persons holding such property, and in addition to all acknowledgments, receipts or confirmations from persons holding such property, shall be notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of any such holder for the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies purpose of a secured party under any applicable UCC, and this Agreement shall constitute a perfecting such security agreement interest under applicable law.

Intention of the Parties. The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA Case Credit of the Case Purchased Contracts and the Subsequent Case Receivables and any True Lease Equipment related to such Case Purchased Contracts or Subsequent Case Receivables, as the case may be, and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA Case Credit under the Bankruptcy Code, (i) such Case Purchased Contracts, Subsequent Case Receivables and True Lease Equipment would not be property of CNHICACase Credit’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Case Purchased Contracts, Subsequent Case Receivables and True Lease Equipment or collections thereon by CNHCR to CNHICA Case Credit under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Case Purchased Contracts, Subsequent Case Receivables and True Lease Equipment not in the possession of CNHICA Case Credit would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICACase Credit’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Case Purchased Contract or any Subsequent Case Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA Case Credit or any other Person in connection with the Case Purchased Contracts or the Subsequent Case Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. If (but only to the extent that) the transfer of the CNHICA Case Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Case Credit shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICACase Credit’s right, title and interest in and to the CNHICA Case Assets. Such security interest shall secure all of CNHICACase Credit’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.12.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The parties It is the express intent of each Originator and the Company that each conveyance by such Originator to the Company pursuant to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA of the Receivables and not Related Rights, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as a lending transactionvalid and perfected sale and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Company (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Company be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that an outright sale of Receivables and interests in Receivables is governed by Article 9 of the Uniform Commercial Code as enacted in the State of New York and the states in which the parties may be organized or otherwise have a presence (without distinguishing the applicable jurisdiction, “Article 9”), notwithstanding that such a sale is not intended for security, The parties also acknowledge that, as a drafting convention under Article 9, terms used under Article 9 for secured transactions also apply to outright sales of receivables, including “debtor”, which applies to a seller of receivables, “secured party”, which applies to a buyer of receivables, and “security interest”, which applies to the buyer’s outright ownership interest. Thus, such that terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and such use does not affect the event nature of a filing the outright sale of a petition for relief the Receivables by or against CNHICA an Originator to the Company. Thus, under the Bankruptcy CodeArticle 9 drafting convention, the outright sale of the Receivables may be described as a transaction by which the Originators have granted to the Company a security interest in, among other things, the Receivables. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables and Related Rights, including without limitation any Receivables constituting general intangibles, is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the intent of such Originator and the Company that (i) such Receivables would not this Agreement also shall be property of CNHICA’s bankruptcy estate under Section 541 deemed to be, and hereby is, a security agreement within the meaning of the Bankruptcy Code, UCC; and (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Company as of the date of this Agreement, and such Originator hereby grants to the Company a security interest in in, to and under all of CNHICAsuch Originator’s right, title and interest in and to to: (A) the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Receivables and the other Basic Documents Related Rights now existing and hereafter created by such Originator transferred or purported to which it is a partybe transferred hereunder, whether now or hereafter existing or arising, (B) all monies due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, due and all amounts received with respect thereto, (C) all books and records of such Originator to the property described in Section 2.1extent related to any of the foregoing, and in addition (D) all proceeds and products of any of the foregoing to secure all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawsuch Originator’s obligations hereunder.

Intention of the Parties. The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA CNHCA of the CNHCA Purchased Contracts and the Subsequent CNHCA Receivables and any True Lease Equipment related to such CNHCA Purchased Contracts or Subsequent CNHCA Receivables, as the case may be, and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA CNHCA under the Bankruptcy Code, (i) such CNHCA Purchased Contracts, Subsequent CNHCA Receivables and True Lease Equipment would not be property of CNHICACNHCA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such CNHCA Purchased Contracts, Subsequent CNHCA Receivables and True Lease Equipment or collections thereon by CNHCR to CNHICA CNHCA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such CNHCA Purchased Contracts, Subsequent CNHCA Receivables and True Lease Equipment not in the possession of CNHICA CNHCA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICACNHCA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any CNHCA Purchased Contract or any Subsequent CNHCA Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA CNHCA or any other Person in connection with the CNHCA Purchased Contracts or the Subsequent CNHCA Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. If (but only to the extent that) the transfer of the CNHICA CNHCA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA CNHCA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICACNHCA’s right, title and interest in and to the CNHICA CNHCA Assets. Such security interest shall secure all of CNHICACNHCA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.12.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The parties to this Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA Case Credit of the Case Purchased Contracts and the Subsequent Case Receivables and any True Lease Equipment related to such Case Purchased Contracts or Subsequent Case Receivables, as the case may be, and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA Case Credit under the Bankruptcy Code, (i) such Case Purchased Contracts, Subsequent Case Receivables and True Lease Equipment would not be property of CNHICA’s Case Credit's bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Case Purchased Contracts, Subsequent Case Receivables and True Lease Equipment or collections thereon by CNHCR to CNHICA Case Credit under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Case Purchased Contracts, Subsequent Case Receivables and True Lease Equipment not in the possession of CNHICA Case Credit would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s Case Credit's bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any ReceivablesCase Purchased Contract or any Subsequent Case Receivable, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA Case Credit or any other Person in connection with the Case Purchased Contracts or the Subsequent Case Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor, except that CNHCR accepts any Contracts that are Leases subject to (and assumes) the covenants benefiting the Obligors under such Leases. If (but only to the extent thatextent) that the transfer of the CNHICA Case Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Case Credit shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICA’s Case Credit's right, title and interest in and to the CNHICA Case Assets. Such security interest shall secure all of CNHICA’s Case Credit's obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.12.1 and Section 2.2, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable law.

Intention of the Parties. The (a) It is the express intent of the parties hereto that the conveyance by the Depositor to the Trust pursuant to this Owner Trust Agreement intend that the transactions contemplated hereby shall be, and shall be treated as, a purchase by CNHCR and a sale by CNHICA of the Receivables and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICADepositor’s right, title and interest in and to the CNHICA AssetsInitial Loans and the Pre-Funding Account be, and be construed as, an absolute sale and assignment by the Depositor to the Trust. Such Further, it is not intended that the conveyance be deemed to be the grant of a security interest in the Initial Loans and the Pre-Funding Account by the Depositor to the Trust to secure a debt or other obligation. However, in the event that the Initial Loans or Pre-Funding Account are held to be property of the Depositor, or if for any reason this Owner Trust Agreement is held or deemed to create a security interest in the Initial Loans or the Pre-Funding Account, then it is intended that (i) this Owner Trust Agreement shall secure also be deemed to be a security agreement within the meaning of Article 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (ii) the conveyances provided for in Section 3.01 shall be deemed to be a grant by the Depositor to the Trust of a security interest in all of CNHICAthe Depositor’s obligations (monetary or otherwise) under this Agreement right, title and the other Basic Documents to which it is a partyinterest, whether now owned or hereafter existing or arisingacquired, due or in and to become due(A) the Initial Loans, direct or indirectincluding the Mortgage Notes, absolute or contingent. CNHCR shall havethe Mortgages, with respect any related insurance policies and all other documents in the related Loan Files and including any Eligible Substitute Loans; (B) the Pre-Funding Account; (C) pool insurance policies, hazard insurance policies and any bankruptcy bond relating to the property described foregoing, if applicable; (D) all amounts payable after the Cut-off Date to the holders of the Initial Loans in Section 2.1accordance with the terms thereof; (E) all income, payments, proceeds and products of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Pre-Funding Account, whether in the form of cash, instruments, securities or other property; (F) all accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and in addition to all the other rights and remedies available to CNHCR under this Agreement and applicable lawoil, all the rights and remedies of a secured party under any applicable UCCgas, and this Agreement other minerals, consisting of, arising from, or relating to, any of the foregoing; and (G) all proceeds of any of the foregoing; (iii) the possession or control by the Trust or any other agent of the Trust of any of the foregoing property shall constitute be deemed to be possession or control by the secured party, or possession or control by a purchaser, for purposes of perfecting the security agreement interest pursuant to the Uniform Commercial Code (including, without limitation, Sections 9-104, 9-106, 9-313 or 9-314 thereof); and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, the Trust, as applicable, for the purpose of perfecting such security interest under applicable law.

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

Intention of the Parties. The It is the express intent of each of the parties hereto that each purchase and sale hereunder shall (except for U.S. federal, state and local income tax purposes) each severally constitute a true sale and absolute assignment of the Devices and the Customer Lease-End Rights and Obligations by each Lessee to this Agreement intend the Buyer (such that the transactions contemplated hereby shall beDevices and the Customer Lease-End Rights and Obligations, and shall be treated asother than those, a purchase if any, subsequently repurchased by CNHCR and a sale by CNHICA the Lessees pursuant to the terms of the Receivables and not as Transaction Documents or exchanged pursuant to a lending transactionLike-Kind Exchange, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICAany Lessee’s bankruptcy estate under Section 541 in any Insolvency Event relating to any Lessee). As a protective measure in the event that, notwithstanding the foregoing, the conveyance of the Bankruptcy CodeDevices and the Customer Lease-End Rights and Obligations to the Buyer is recharacterized by any third party as a pledge securing a loan, each Lessee does hereby grant to Mobile Leasing Solutions for the benefit of Series 1 as of, (iix) in the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 case of the Bankruptcy CodeLease Closing Date Devices and Customer Lease-End Rights and Obligations in respect of the Related Customer Leases, the Lease Closing Date and (iiiy) the bankruptcy court would determine that payments on such Receivables not in the possession case of CNHICA would not be subject to each Like-Kind Exchange Device, the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing saleLike-Kind Exchange Transfer Date for such Like-Kind Exchange Device, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA shall be deemed hereunder to have granted to CNHCR a security interest in all of CNHICAsuch Lessee’s now or hereafter existing right, title and interest in in, to and to under the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Devices and the other Basic Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, with respect to the property described in Section 2.1, Customer Lease-End Rights and in addition to all the other rights Obligations and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and agrees that this Agreement shall constitute a security agreement under applicable law. Each Lessee hereby authorizes the Buyer, or its respective designees (i) to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Devices and the Customer Lease-End Rights and Obligations now existing or hereafter arising in the name of such Lessee and (ii) to the extent permitted by Law and the Servicing Agreement, to notify Customers of the assignment of the Devices and related Customer Lease-End Rights and Obligations pursuant hereto.

Intention of the Parties. The parties It is the express intent of each Originator and the Buyer that each conveyance by such Originator to the Buyer pursuant to this Agreement intend of the Receivables, including without limitation, all Receivables, if any, constituting general intangibles as defined in the UCC, and all Related Rights be construed as a valid and perfected sale and absolute assignment (without recourse except as provided herein) of such Receivables and Related Rights by such Originator to the Buyer (rather than the grant of a security interest to secure a debt or other obligation of such Originator) and that the right, title and interest in and to such Receivables and Related Rights conveyed to the Buyer be prior to the rights of and enforceable against all other Persons at any time, including, without limitation, lien creditors, secured lenders, purchasers and any Person claiming through such Originator. The parties acknowledge that certain terms used under Article 9 of the UCC as enacted in the States of Texas and New York and any other applicable jurisdiction (without distinguishing the applicable jurisdiction, “Article 9”) for secured loan transactions contemplated hereby also apply to outright sales of receivables, including “debtor,” “secured party,” and “security interest,” which applies to the Buyer’s outright ownership interest. Thus, such terms, and other terms used in Article 9, will apply to this Agreement, and may be used in this Agreement or in connection with this Agreement and such use does not affect the nature of the outright sale of the Receivables by the Originators to the Buyer. Thus, under the Article 9 drafting convention, the outright sale of the Receivables may be described as a transaction by which the Originators have granted to the Buyer a security interest in, among other things, the Receivables. However, if, contrary to the mutual intent of the parties, any conveyance of Receivables, including without limitation any Receivables constituting general intangibles as defined in the UCC, and all Related Rights is not construed to be both a valid and perfected sale and absolute assignment of such Receivables and Related Rights, and a conveyance of such Receivables and Related Rights that is prior to the rights of and enforceable against all other Persons at any time, including without limitation lien creditors, secured lenders, purchasers and any Person claiming through such Originator, then, it is the intent of such Originator and the Buyer that (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA security agreement within the meaning of the Receivables UCC; and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA Originator shall be deemed hereunder to have granted to CNHCR the Buyer as of the date of this Agreement, and such Originator hereby grants to the Buyer a security interest in in, to and under all of CNHICAsuch Originator’s right, title and interest in and to to: (A) the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement Receivables and the other Basic Documents Related Rights now existing and hereafter created by such Originator transferred or purported to which it is a partybe transferred hereunder, whether now or hereafter existing or arising, (B) all monies due or to become due, direct or indirect, absolute or contingent. CNHCR shall have, due and all amounts received with respect thereto and (C) all books and records of such Originator to the property described in Section 2.1, and in addition extent related to all any of the other rights and remedies available to CNHCR under this Agreement and applicable law, all the rights and remedies of a secured party under any applicable UCC, and this Agreement shall constitute a security agreement under applicable lawforegoing.

Intention of the Parties. The It is the intention of the parties to hereto that the sale of the Purchased Receivables hereunder shall constitute a “sale of accounts”, as such term is used in Section 9-109(a) of the UCC and therefore this Agreement is intended to create a “security interest” in the Purchased Receivables within the meaning of the UCC in favor of the Purchaser. The Funding Seller and the Purchaser intend the sales of Purchased Receivables hereunder to be considered to be “true sales” of the Purchased Receivables and Related Rights by the Funding Seller to the Purchaser that (A) shall constitute irrevocable, absolute transfers of the transactions contemplated hereby same by the Funding Seller to the Purchaser and (B) provide the Purchaser with the full benefits of ownership of the Purchased Receivables and Related Rights. If, notwithstanding such intent, any Purchased Receivables or Related Rights are determined to be property of the Funding Seller’s estate and the conveyance of such property hereunder shall be characterized as a loan secured by such property (any of the foregoing being referred to herein as a “Recharacterization”), then (i) this Agreement also shall be deemed to be, and shall be treated ashereby is, a purchase by CNHCR and a sale by CNHICA “security agreement” within the meaning of the Receivables UCC, and not as a lending transaction, such that in the event of a filing of a petition for relief by or against CNHICA under the Bankruptcy Code, (i) such Receivables would not be property of CNHICA’s bankruptcy estate under Section 541 of the Bankruptcy Code, (ii) the bankruptcy court would not compel conveyance by the turnover of such Receivables or collections thereon by CNHCR to CNHICA under Section 542 of the Bankruptcy Code, and (iii) the bankruptcy court would determine that payments on such Receivables not Funding Seller provided for in the possession of CNHICA would not be subject to the automatic stay provisions of Section 362(a) of the Bankruptcy Code imposed upon the commencement of CNHICA’s bankruptcy case. The foregoing sale, assignment, transfer and conveyance does not constitute, and is not intended to result in a creation or assumption by CNHCR of, any obligation or liability with respect to any Receivables, nor shall CNHCR be obligated to perform or otherwise be responsible for any obligation of CNHICA or any other Person in connection with the Receivables or under any agreement or instrument relating thereto, including any contract or any other obligation to any Obligor. If (but only to the extent that) the transfer of the CNHICA Assets hereunder is characterized by a court or other governmental authority as a loan rather than a sale, CNHICA this Agreement shall be deemed hereunder to have granted be a grant by the Funding Seller to CNHCR the Purchaser, and the Funding Seller hereby grants to the Purchaser, a security interest in in, to and under all of CNHICAthe Funding Seller’s right, title and interest in in, to and under the Purchased Receivables and Related Rights conveyed by the Funding Seller to the CNHICA Assets. Such security interest shall secure all of CNHICA’s obligations (monetary or otherwise) under this Agreement and the other Basic Documents to which it is a partyPurchaser, hereunder, whether now or hereafter existing or arisingcreated, due to secure (1) the rights of the Purchaser hereunder, (2) a loan by the Purchaser to the Funding Seller in the amount of the Funded Amount from time to time and (3) without limiting any of the foregoing, the payment and performance of the obligations (whether monetary or otherwise) from time to become duetime owing by the Funding Seller to the Purchaser hereunder. The Funding Seller shall take such actions as may be necessary to ensure that a security interest in such Purchased Receivables will be a perfected security interest of first priority in favor of the Purchaser under the UCC and all other applicable law and shall be maintained as such throughout the term of this Agreement. If a Recharacterization were to occur, direct or indirectafter the occurrence of any Termination Event, absolute or contingent. CNHCR the Purchaser and its permitted assignees (including each of the Co-Agents, to the extent contemplated by the Onward Receivables Purchase Agreement) shall have, with respect to the property described in Section 2.1, and in addition to the rights and remedies contemplated by this Agreement and the other Transaction Documents, all the other rights and remedies available against the Funding Seller and the Originators provided to CNHCR a secured creditor under this Agreement the UCC and other applicable law, all and the rights and remedies parties hereto agree that each remittance of a secured party under any applicable UCCCollections to the Purchaser hereunder shall be, and this Agreement shall constitute a security agreement under applicable lawor have been, in payment of debt incurred by the Funding Seller in the ordinary course of its business.

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