Common use of Realization upon Receivables Clause in Contracts

Realization upon Receivables. For the benefit of the Issuing Entity and the Indenture Trustee, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, to repossess or otherwise convert the ownership of the Financed Equipment securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall follow such Servicing Procedures as it shall deem necessary or advisable in its servicing of equipment receivables, which may include reasonable efforts to realize upon any recourse to Dealers and selling the Financed Equipment at public or private sale. The foregoing shall be subject to the provision that, in any case in which the Financed Equipment shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Equipment unless it shall determine in accordance with its Servicing Procedures that such repair and/or repossession will increase the Liquidation Proceeds by an amount greater than the amount of such expenses. Liquidated Receivables will be transferred to the Servicer or CNHICA (as the Servicer determines at such time) on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained in the Indenture.

Realization upon Receivables. For the benefit of the Issuing Entity and the Indenture Trustee, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, to repossess or otherwise convert the ownership of the Financed Equipment securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall follow such Servicing Procedures as it shall deem necessary or advisable in its servicing of equipment receivables, which may include reasonable efforts to realize upon any recourse to Dealers and selling the Financed Equipment at public or private sale. The foregoing shall be subject to the provision that, in any case in which the Financed Equipment shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Equipment unless it shall determine in accordance with its Servicing Procedures that such repair and/or repossession will increase the Liquidation Proceeds by an amount greater than the amount of such expenses. Liquidated Receivables will be transferred to the Servicer or CNHICA CNHCA (as the Servicer determines at such time) on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICACNHCA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA CNHCA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained in the Indenture.

Realization upon Receivables. For the benefit (a) On behalf of the Issuing Entity and the Indenture TrusteeGrantor Trust, the Servicer shall will use commercially reasonable efforts, consistent with its Customary Servicing ProceduresPractices, to repossess or otherwise convert the ownership of the Financed Equipment Vehicle securing any Receivable as to which the Servicer shall have has determined that eventual payment in full is unlikely, unless it determines in its sole discretion that repossession will not increase the Liquidation Proceeds by an amount greater than the expense of such repossession, that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance or that repossessing such Financed Vehicle would otherwise not be consistent with the Servicer’s Customary Servicing Practices. The Servicer shall will use commercially reasonable efforts consistent with its Customary Servicing Practices to maximize net proceeds from the repossession of a Financed Vehicle and follow such Customary Servicing Procedures Practices as it shall deem deems necessary or advisable in its servicing of equipment receivablesadvisable, which may include reasonable efforts to realize upon any recourse to Dealers and selling the Financed Equipment Vehicle at public or private sale. The foregoing shall will be subject to the provision that, in any case in which the Financed Equipment shall have Vehicle has suffered damage, the Servicer shall not be required to expend funds in connection with the repair or the repossession of such Financed Equipment unless it shall determine Vehicle. (b) In addition, the Servicer may from time to time (but is not required to) sell any Charged-Off Receivables on behalf of the Issuing Entity or the Grantor Trust in accordance with its Customary Servicing Procedures Practices; provided, however, (1) that such repair and/or repossession will increase each sale must be made at a price equal to the Liquidation Proceeds by an amount greater than the amount fair market value of such expenses. Liquidated Charged-Off Receivable in immediately available funds and (2) the aggregate Unpaid Charged-Off Balances of Charged-Off Receivables will be transferred sold to Third-Party Purchasers shall not exceed 15% of the Servicer or CNHICA (as the Servicer determines at such time) on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, and Pool Balance as of the Liquidated Cutoff Date. To facilitate any such sale the Servicer may, in accordance with its Customary Servicing Practices, purchase from the Grantor Trust such Charged-Off Receivable Transfer Date for a purchase price equal to the proceeds received by the Servicer from a Third Party Purchaser for the sale of such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Charged-Off Receivable Transfer Date or may (i) direct the Grantor Trust to sell any Charged-Off Receivable to a Third Party Purchaser or (ii) direct the Grantor Trust to enter into one or more Forward Commitment Transfers in connection with the sale of a Charged-Off Receivable. Subject to clause (c) below, net proceeds of any such sale allocable to the Receivable will constitute Liquidation Proceeds, and the sole right of the Issuing Entity, the Seller Grantor Trust and the Indenture Trustee shall transferwith respect to any such sold Receivables will be to receive such Liquidation Proceeds. Upon such sale, assign, set over the Servicer will xxxx its computer records indicating that any such sold Receivable is no longer a Receivable. The Servicer is authorized to take any and otherwise convey to CNHICA all actions necessary or Servicer, as applicable, without recourse, representation or warranty, all appropriate on behalf of the Issuing Entity’sEntity or the Grantor Trust to evidence the sale of the Financed Vehicle at a public or private sale or the sale of the Receivable to the Servicer to facilitate a Charged-Off Receivable sale pursuant to the provisions of this paragraph, the Seller’s and the Indenture Trustee’s rightin each case, title and free from any Lien or other interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) of the Issuing Entity, the SellerGrantor Trust or the Indenture Trustee. (c) Each of the Issuing Entity, the Grantor Trust and the Indenture Trustee hereby agrees that the Servicer may, in connection with any sale of a Charged-Off Receivable contemplated by clause (b) above and in accordance with its Customary Servicing Practices, (i) make representations and warranties (to the extent not more expansive than the representations and warranties in Section 4.1) and provide indemnities (to the extent not more than more expansive than the indemnities set forth in Section 4.2) for the benefit of the Third-Party Purchaser if and to the extent required by such Third-Party Purchaser, (ii) reimburse the Third-Party Purchaser’s costs in the event such Charged-Off Receivable, at the time of sale to such Third-Party Purchaser, was an Unenforceable Receivable, and such reimbursement shall be deemed to have released any security interest and any other claim in be a Liquidation Expense (provided, that such Liquidated Collateral under this Agreement and deemed Liquidation Expense shall not exceed the Basic Documents, without any further act or deedPurchase Price of such Charged-Off Receivable), and (iii) execute all agreements and documents reasonably required to be executed by the Servicer in connection with any sale of a Charged-Off Receivable; provided, however, that any such Liquidated Collateral shall agreement be free of consistent with the Grant contained terms hereof and impose no greater duties, liabilities or obligations upon the Servicer, the Grantor Trust, the Issuing Entity, or the Indenture Trustee than those set forth in the IndentureTransaction Documents.

Realization upon Receivables. For the benefit On behalf of the Issuing Entity and the Indenture TrusteeIssuer, the Servicer shall will use commercially reasonable efforts, consistent with its Customary Servicing ProceduresPractices, to repossess or otherwise convert the ownership of the Financed Equipment Vehicle securing any Receivable as to which the Servicer shall have has determined eventual payment in full is unlikelyunlikely unless it determines in its sole discretion that repossession will not increase the Liquidation Proceeds by an amount greater than the expense of such repossession or that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. The Servicer shall will follow such Customary Servicing Procedures Practices as it shall deem deems necessary or advisable in its servicing of equipment receivablesadvisable, which may include reasonable efforts to realize upon any recourse to Dealers any Dealer and selling the Financed Equipment Vehicle at public or private sale. The foregoing shall will be subject to the provision that, in any case in which the Financed Equipment shall have Vehicle has suffered damage, the Servicer shall not be required to expend funds in connection with the repair or the repossession of such Financed Equipment Vehicle unless it shall determine determines in accordance with its Servicing Procedures sole discretion that such repair and/or repossession will increase the Liquidation Proceeds by an amount greater than the amount of such expenses. Liquidated Receivables will be transferred to In addition, the Servicer or CNHICA may from time to time (as the Servicer determines at such timebut is not required to) on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICAsell any deficiency balance in accordance with its Customary Servicing Practices; provided, as applicablehowever, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date that (i) each sale must be made at a price equal to the Issuing Entity, the Seller fair market value of such deficiency balance in cash in immediately available funds and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, (ii) such sale must be without recourse, representation or warranty by the Issuer or the Servicer (other than any representation or warranty regarding the absence of Liens, that the Issuer has good title to the deficiency balance, or similar representation or warranty). Net proceeds of any such sale allocable to the Receivable will constitute Liquidation Proceeds, all and the sole right of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, Issuer and the Indenture Trustee shall with respect to any such sold Receivables will be deemed to have released receive such Liquidation Proceeds. Upon such sale, the Servicer will xxxx its computer records indicating that any security interest such receivable sold is no longer a Receivable. The Servicer is authorized to take any and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act all actions necessary or deed, and such Liquidated Collateral shall be free appropriate on behalf of the Grant contained in Issuer to evidence the Indenturesale of the Receivable free from any Lien or other interest of the Issuer or the Indenture Trustee.

Realization upon Receivables. For the benefit of the Issuing Entity and the Indenture Trustee, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, to repossess or otherwise convert the ownership of the Financed Equipment securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall follow such Servicing Procedures as it shall deem necessary or advisable in its servicing of equipment receivables, which may include reasonable efforts to realize upon any recourse to Dealers and selling the Financed Equipment at public or private salesale (it being understood that, if the Backup Servicer is acting as Successor Servicer, it shall have no duty to enforce remedies against Dealers). The foregoing shall be subject to the provision that, in any case in which the Financed Equipment shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Equipment unless it shall determine in accordance with its Servicing Procedures that such repair and/or repossession will increase the Liquidation Proceeds by an amount greater than the amount of such expenses. Liquidated Receivables will be transferred to the Servicer or CNHICA CNHCA (as the Servicer determines at such time) on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICACNHCA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA CNHCA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained in the Indenture.

Realization upon Receivables. For the benefit of the Issuing Entity and the Indenture Trustee, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, to repossess or otherwise convert the ownership of the Financed Equipment securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall follow such Servicing Procedures as it shall deem necessary or advisable in its servicing of equipment receivables, which may include reasonable efforts to realize upon any recourse to Dealers and selling the Financed Equipment at public or private salesale (it being understood that, if the Backup Servicer is acting as Successor Servicer, it shall have no duty to enforce remedies against Dealers). The foregoing shall be subject to the provision that, in any case in which the Financed Equipment shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Equipment unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will increase the Liquidation Proceeds by an amount greater than the amount of such expenses. Liquidated Receivables will be transferred to the Servicer or CNHICA CNHCA (as the Servicer determines at such time) on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICACNHCA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA CNHCA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained in the Indenture.

Realization upon Receivables. For (a) Consistent with the benefit of the Issuing Entity standards, policies and the Indenture Trusteeprocedures required by this Agreement, the Master Servicer shall use reasonable efforts, consistent with its Servicing Procedures, best efforts to repossess (or otherwise comparably convert the ownership of the of) and liquidate any Financed Equipment Vehicle securing any a Receivable as with respect to which the Master Servicer shall have has determined eventual payment that payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full no event later than the date on which 10% or more of a Scheduled Payment has become 150 days delinquent (other than in the case of Financed Vehicles where neither the Financed Vehicle nor the Obligor can be physically located by the Master Servicer (using procedures consistent with the standards, policies and procedures of the Master Servicer required by this Agreement) and other than in the case of an Obligor who is unlikelysubject to a bankruptcy proceeding); PROVIDED, HOWEVER, that the Master Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. The Master Servicer shall is authorized to follow such Servicing Procedures customary practices and procedures as it shall deem necessary or advisable in its servicing advisable, consistent with the standard of equipment receivablescare required by Section 4.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and selling Dealers, the sale of the related Financed Equipment Vehicle at public or private sale, the submission of claims under an Insurance Policy and other actions, including, without limitation, entering into settlements with Obligors, by the Master Servicer in order to realize upon such a Receivable. The foregoing shall be is subject to the provision that, in any case in which the Financed Equipment Vehicle shall have suffered damage, the Master Servicer shall not expend funds in connection with the any repair or towards the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will shall increase the Liquidation Proceeds proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. Liquidated Receivables will The Master Servicer shall be transferred entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle but only from the liquidation proceeds of the vehicle or under the related Dealer Agreement. The Master Servicer or CNHICA (as the Servicer determines at shall recover such time) reasonable expenses based on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant information contained in the IndentureMaster Servicer's Certificate delivered on the related Determination Date. The Master Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Master Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable.

Realization upon Receivables. For Subject to the benefit provisions of Section 2.13 and consistent with the Issuing Entity standards, policies and the Indenture Trusteeprocedures required by this Agreement, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, best efforts to repossess foreclose upon (or otherwise comparably convert the ownership of the Financed Equipment of) and liquidate any Interval or other Collateral securing any a Pledged Receivable as with respect to which the Servicer has determined that payments thereunder have ceased and are not likely to be resumed, as soon as is practicable after default on such Pledged Receivable but in no event later than thirty (30) days after such determination or an earlier date that would be customary under the circumstances involved and, in any case, in a manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Borrower and the Lender with respect thereto; provided that in the case of the foreclosure upon any Interval or other Collateral securing a Pledged Receivable by the Backup Servicer, such Backup Servicer shall have determined eventual payment in full is unlikelytake such action only upon the direction of the Agent. The Servicer shall is authorized to follow such Servicing Procedures customary practices and procedures as it shall deem necessary or advisable in its servicing advisable, consistent with the standard of equipment receivablescare required by Section 6.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and selling the Financed Equipment related Interval or other Collateral at public or private sale, the submission of claims under an Acceptable Title Policy, if applicable, and other actions by the Servicer in order to realize upon such Pledged Receivable. In the event the Servicer elects to liquidate at a public or private sale any Interval or Intervals foreclosed upon or otherwise reacquired on behalf of the Borrower from Obligors of Defaulted Receivables, SRI shall not be precluded from bidding on such Intervals so long as SRI pays an amount equal to the net fair market value of such Intervals, as determined by the next following sentence of this Section 6.03; provided that SRI shall only be permitted to bid on such Intervals if, at such time, there shall not be a Borrowing Base Deficiency, an Early Amortization Event or a default under any Transaction Document. In this regard, the Servicer shall establish, from time to time, a net value for Intervals so liquidated based upon such market data as Servicer deems relevant; provided that in no event will the Liquidation Proceeds derived from an Interval acquired by SRI at public or private sale be less than fifteen percent (15%) of the original acquisition price paid for the Interval by the Obligor under the Defaulted Receivable associated with the Interval. The foregoing shall be is subject to the provision that, in any case in which the Financed Equipment related Unit shall have suffered damage, the Servicer shall not expend funds in connection with the any repair or towards the repossession foreclosure of such Financed Equipment Interval unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will foreclosure shall increase the Liquidation Proceeds proceeds of liquidation of the related Pledged Receivable by an amount greater than the amount of such expenses. Liquidated Receivables will All Liquidation Proceeds shall be transferred remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than two (2) Business Days after receipt thereof. The Servicer or CNHICA (as the Servicer determines at such time) shall pay on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, and as behalf of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for Borrower any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Sellerpersonal property taxes assessed on foreclosed Intervals, and the Indenture Trustee Servicer shall be deemed entitled to have released reimbursement of any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained in the Indenturetax as a Servicer Advance.

Realization upon Receivables. For Consistent with the benefit standards, policies and procedures required by this Agreement, so long as an Event of the Issuing Entity and the Indenture TrusteeDefault is continuing under this Agreement, the Servicer shall use its commercially reasonable efforts, consistent with its Servicing Procedures, efforts to repossess foreclose upon (or otherwise comparably convert the ownership of) and liquidate any Underlying Collateral securing a Pledged Receivable within ninety (90) days of an uncured failure of the Financed Equipment related Obligor to make any material payment which it is obligated to make under the related Contract or an earlier date that would be customary under the circumstances involved and, in any case, in a manner as will, in the reasonable judgment of Servicer, maximize the amount to be received by Borrower and Lenders with respect thereto; provided, however, that Servicer need not foreclose upon (or otherwise comparably convert the ownership of) and liquidate the Underlying Collateral securing any such a Pledged Receivable as if, in the reasonable opinion of Servicer, the value of such Underlying Collateral does not exceed by more than an insignificant amount the cost to which repossess (or otherwise comparably convert the ownership of) and liquidate such Underlying Collateral. Servicer shall have determined eventual payment in full is unlikely. The Servicer shall authorized to follow such Servicing Procedures customary practices and procedures as it shall deem necessary or advisable in its servicing advisable, consistent with the standard of equipment receivablescare required by Section 6.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and guaranties, selling the Financed Equipment related Underlying Collateral at public or private sale, the submission of claims under an Insurance Policy and other actions by Servicer in order to realize upon such Pledged Receivable. The foregoing shall be is subject to the provision that, in any case in which the Financed Equipment Underlying Collateral shall have suffered damage, the Servicer shall not expend funds in connection with the any repair or towards the repossession of such Financed Equipment Underlying Collateral, unless it shall determine in accordance with its Servicing Procedures reasonable discretion that such repair and/or repossession will shall (a) increase the Liquidation Proceeds proceeds of liquidation of the related Pledged Receivable by an amount greater than the amount of such expensesexpenses or (b) prevent legal liability or remedy hazards that, in Servicer’s reasonable business judgment, can result in liability that exceeds the amount of such expenses or could reasonably be expected to expose Servicer or Borrower to criminal liability or create a dangerous situation. Liquidated Receivables will All Liquidation Proceeds shall be transferred remitted directly by Servicer to the Servicer or CNHICA Operating Account without deposit into any intervening account as soon as practicable, but in no event later than one (as the Servicer determines at such time1) on the Business Day following the day after receipt thereof. Servicer shall pay on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, and as behalf of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for Borrower any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and personal property taxes assessed on repossessed Underlying Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee Servicer shall be deemed entitled to have released reimbursement of any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained in the Indenturetax as a Servicer Advance.

Realization upon Receivables. For (a) Consistent with the benefit of the Issuing Entity and the Indenture TrusteeServicing Standard, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, best efforts to repossess (or otherwise comparably convert the ownership of the of) and liquidate any Financed Equipment Vehicle securing any a Receivable as with respect to which the Servicer shall have has determined eventual payment that payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full is unlikelyno event later than the date on which all or any portion of a Scheduled Payment has become 91 days delinquent; PROVIDED, HOWEVER, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. The Servicer shall is authorized to follow such Servicing Procedures customary practices and procedures as it shall deem necessary or advisable in its servicing of equipment receivablesadvisable, consistent with the Servicing Standard, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and selling Dealers, the sale of the related Financed Equipment Vehicle at public or private sale, the submission of claims under an Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable. The foregoing shall be is subject to the provision that, in any case in which the Financed Equipment Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the any repair or towards the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will shall increase the Liquidation Proceeds proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. Liquidated Receivables will All amounts received upon liquidation of a Financed Vehicle shall be transferred remitted directly by the Servicer to the Servicer or CNHICA (Collection Account as the Servicer determines at such time) on soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds (including, without limitation, any personal property taxes assessed on such Financed Vehicles). Such expenses, at the option of the Servicer: (i) shall be reimbursable as Servicer Advances on the Distribution Date next following the day liquidation of the Financed Vehicle (or, if consistent with the Servicing Standard the Servicer shall have made a determination that the Financed Vehicle cannot be repossessed and/or liquidated, on which the Distribution Date next following the delivery to the Borrower and the Administrative Agent of an Officer's Certificate of the Servicer to such Receivable becomes a Liquidated Receivable effect); or (ii) shall be retained by the “Liquidated Receivable Transfer Date”) so long Servicer as deductions from the cash proceeds of such Financed Vehicle, any deficiency obtained from the Obligor or any amounts received from the related Liquidation Proceeds are Dealer, which proceeds and other such cash receipts shall not be required to be deposited before as required by Section 5.2(e) and the Liquidated Receivables are transferred foregoing provisions of this Section 5.3(a) to the extent of such Servicer or CNHICA, as applicable, and as of disbursements. Notwithstanding anything to the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of contrary in the foregoing, as of the applicable Liquidated Servicer shall not pay any such reimbursable expense with respect to a Financed Vehicle to the extent that it does not reasonably expect, after reasonable inquiry, to be reimbursed for such expenses from the collections on the Receivable Transfer Date relating to such Financed Vehicle. (ib) If the Issuing EntityServicer elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all act of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee commencement shall be deemed to have released any security interest and any other claim in be an automatic assignment from the Borrower to the Servicer of the rights under such Liquidated Collateral under this Dealer Agreement and Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Basic DocumentsServicer may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, without any further act the Administrative Agent, at the Borrower's expense, or deedthe relevant Seller, and at the Borrower's expense, shall take such Liquidated Collateral steps as the Servicer deems necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the relevant Seller or of the Borrower and/or the Administrative Agent for the benefit of the Secured Parties. All amounts recovered shall be free of remitted directly by the Grant contained Servicer as provided in the IndentureSection 5.2(e).

Realization upon Receivables. For (a) Consistent with the benefit of the Issuing Entity standards, policies and the Indenture Trusteeprocedures required by this Agreement, the Master Servicer shall use reasonable efforts, consistent with its Servicing Procedures, best efforts to repossess (or otherwise comparably convert the ownership of the of) and liquidate any Financed Equipment Vehicle securing any a Receivable as with respect to which the Master Servicer shall have has determined eventual payment that payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full no event later than the date on which 10% or more of a Scheduled Payment has become 150 days delinquent (other than in the case of Financed Vehicles where neither the Financed Vehicle nor the Obligor can be physically located by the Master Servicer (using procedures consistent with the standards, policies and procedures of the Master Servicer required by this Agreement) and other than in the case of an Obligor who is unlikelysubject to a bankruptcy proceeding); PROVIDED, HOWEVER, that the Master Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. The Master Servicer shall is authorized to follow such Servicing Procedures customary practices and procedures as it shall deem necessary or advisable in its servicing advisable, consistent with the standard of equipment receivablescare required by Section 4.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and selling Dealers, the sale of the related Financed Equipment Vehicle at public or private sale, the submission of claims under an Insurance Policy and other actions, including, without limitation, entering into settlements with Obligors by the Master Servicer, in order to realize upon such a Receivable. The foregoing shall be is subject to the provision that, in any case in which the Financed Equipment Vehicle shall have suffered damage, the Master Servicer shall not expend funds in connection with the any repair or towards the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will shall increase the Liquidation Proceeds proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. Liquidated Receivables will The Master Servicer shall be transferred entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle but only from the liquidation proceeds of the vehicle or under the related Dealer Agreement. The Master Servicer or CNHICA (as the Servicer determines at shall recover such time) reasonable expenses based on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant information contained in the IndentureMaster Servicer's Certificate delivered on the related Determination Date. The Master Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Master Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds with respect to such Receivable.

Realization upon Receivables. For the benefit of the Issuing Entity and the Indenture Trustee, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, to repossess or otherwise convert the ownership of the Financed Equipment securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall follow such Servicing Procedures as it shall deem necessary or advisable in its servicing of equipment receivables, which may include reasonable efforts to realize upon any recourse to Dealers and selling the Financed Equipment at public or private salesale [(it being understood that, if the Backup Servicer is acting as Successor Servicer, it shall have no duty to enforce remedies against Dealers)]. The foregoing shall be subject to the provision that, in any case in which the Financed Equipment shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Equipment unless it shall determine in accordance with its Servicing Procedures that such repair and/or repossession will increase the Liquidation Proceeds by an amount greater than the amount of such expenses. Liquidated Receivables will be transferred to the Servicer or CNHICA CNHCA (as the Servicer determines at such time) on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICACNHCA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA CNHCA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained in the Indenture.

Realization upon Receivables. For (a) Consistent with the benefit of the Issuing Entity standards, policies and the Indenture Trusteeprocedures required by this Agreement, the Master Servicer shall use reasonable efforts, consistent with its Servicing Procedures, best efforts to repossess (or otherwise comparably convert the ownership of the of) and liquidate any Financed Equipment Vehicle securing any a Receivable as with respect to which the Master Servicer shall have has determined eventual payment that payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full no event later than the date on which 10% or more of a Scheduled Payment has become 150 days delinquent (other than in the case of Financed Vehicles where neither the Financed Vehicle nor the Obligor can be physically located by the Master Servicer (using procedures consistent with the standards, policies and procedures of the Master Servicer required by this Agreement) and other than in the case of an Obligor who is unlikelysubject to a bankruptcy proceeding); PROVIDED, HOWEVER, that the Master Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. The Master Servicer shall is authorized to follow such Servicing Procedures customary practices and procedures as it shall deem necessary or advisable in its servicing advisable, consistent with the standard of equipment receivablescare required by Section 4.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and selling Dealers, the sale of the related Financed Equipment Vehicle at public or private sale, the submission of claims under an Insurance Policy and other actions, including, without limitation, entering into settlements with Obligors, by the Master Servicer in order to realize upon such a Receivable. The foregoing shall be is subject to the provision that, in any case in which the Financed Equipment Vehicle shall have suffered damage, the Master Servicer shall not expend funds in connection with the any repair or towards the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will shall increase the Liquidation Proceeds proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. Liquidated Receivables will The Master Servicer shall be transferred entitled to recover all reasonable expenses incurred by it in the Servicer course of repossessing and liquidating a Financed Vehicle but only from the liquidation proceeds of the vehicle or CNHICA (as the Servicer determines at such time) on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as under the related Dealer Agreement. The Master Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Master Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds are deposited before the Liquidated Receivables are transferred with respect to the Servicer or CNHICA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained in the IndentureReceivable.

Realization upon Receivables. For On behalf of Issuer, Servicer shall charge off a Receivable in accordance with its customary standards (and, in no event later than the benefit end of the Issuing Entity Collection Period during which any payment on a Receivable shall have become 120 days past due) and the Indenture Trustee, the Servicer shall use reasonable efforts, consistent with its Servicing Procedurescustomary standards, to repossess or otherwise convert the ownership of and liquidate the Financed Equipment Vehicle securing any Defaulted Receivable as to which soon as feasible after such Receivable becomes a Defaulted Receivable, in accordance with the Servicer shall have determined eventual payment in full is unlikelystandard of care required by SECTION 4.1. The In taking such action, Servicer shall follow such Servicing Procedures customary and usual practices and procedures as it shall deem necessary or advisable in its servicing of equipment receivablesLoans, and as are otherwise consistent with the standard of care required under SECTION 4.1, which may shall include reasonable efforts to realize upon exercising any recourse to Dealers rights under the Dealer Agreements and selling the Financed Equipment Vehicle at public or private sale; provided that the Servicer shall only be obligated to enforce the Dealer Agreements for the FreedomNation Receivables to the extent it has copies of the related Dealer Agreements. Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds or pursuing any deficiency claim against the related Obligor, but only out of the cash proceeds of such Financed Vehicle or any deficiency obtained from the Obligor. The foregoing shall be subject to the provision that, in any case in which the a Financed Equipment Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will increase the Liquidation Proceeds of the related Receivable by an amount equal to or greater than the amount of such expenses. Liquidated Receivables will If Servicer elects to commence a legal proceeding to enforce a Dealer Agreement, the act of commencement shall be transferred deemed to be an automatic assignment from Issuer to Servicer of the rights under such Dealer Agreement. Such assignment shall be solely for purposes of collection. If, however, in any enforcement suit or legal proceeding, it is held that Servicer or CNHICA (as the Servicer determines at such time) may not enforce a Dealer Agreement on the Business Day following grounds that it is not a real party in interest or a Person entitled to enforce the day Dealer Agreement, Owner Trustee, on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, and as behalf of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s Issuer and the Indenture Trustee’s right, title and interest insubject to the Indenture, to and under such Liquidated Receivables and any related Financed Equipment and Collateralat Servicer's expense, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the or Seller, and at Servicer's expense, shall take such steps as Servicer deems necessary to enforce the Dealer Agreement, including bringing suit in Issuer's name or the name of Owner Trustee or Indenture Trustee shall be deemed to have released any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained in the IndentureTrustee.

Realization upon Receivables. For the benefit (a) On behalf of the Issuing Entity Trust, the Noteholders and the Indenture TrusteeNote Insurer, the Servicer shall use reasonable its best efforts, consistent with its Servicing Proceduresprudent servicing procedures set forth herein, to repossess or otherwise convert the ownership of the Financed Equipment Vehicle securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall follow such Servicing Procedures customary practices and procedures as it shall may deem necessary or advisable in its servicing of equipment receivablesmotor vehicle contracts, consistent with the standards of care set forth herein, which may include reasonable efforts to realize upon any recourse Dealer Recourse [(provided, that if the Bank is performing the duties of Servicer hereunder, the Originator agrees to Dealers use commercially reasonable efforts to cooperate with the Bank in realizing upon such Dealer Recourse)] and selling the Financed Equipment Vehicle at public or private sale. The foregoing shall be subject to the provision that, in any case in which the Financed Equipment Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures that there is a reasonable likelihood that such repair and/or repossession will increase the Liquidation Proceeds by an amount greater than the amount of such expenses. Liquidated Receivables will be transferred to . (b) The Servicer agrees that within 45 days from the Servicer Closing Date or CNHICA (as the Servicer determines at such time) on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable related Subsequent Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, it shall make such filings and effect such notices as are necessary under Section [__________] of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality Indiana UCC (or comparable section of the foregoingUCC of any applicable state) to preserve the Trust's ownership interest (or security interest, as of the applicable Liquidated Receivable Transfer case may be) in any repossessed Financed Vehicles delivered for sale to Dealers. (c) The Servicer agrees that at any time after 45 days from the Closing Date there will be (i) no more than 25 repossessed Financed Vehicles in the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey aggregate delivered for sale to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), Dealer and (ii) no more than 50 repossessed Financed Vehicles in the Issuing Entityaggregate delivered for the sale to all Dealers with respect to which the actions referred to in paragraph (b) above have not been effected. The Servicer agrees that prior to delivering additional Financed Vehicles for sale to any such Dealer, the Seller, it shall make such filings and the Indenture Trustee shall be deemed to have released any security interest and any other claim in effect such Liquidated Collateral notices as are necessary under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free Section [__________] of the Grant contained Indiana UCC (or comparable section of the applicable UCC) to preserve its ownership interest (or security interest, as the case may be) in the Indentureany such repossessed Financed Vehicle.

Realization upon Receivables. For Consistent with the benefit of the Issuing Entity standards, policies and the Indenture Trusteeprocedures required by this Agreement, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, best efforts to repossess (or otherwise comparably convert the ownership of the Financed of) and liquidate any Equipment securing any a Pledged Receivable as with respect to which the Servicer shall have has determined eventual payment that payments thereunder are not likely to be resumed, as soon as is practicable after default on such Pledged Receivable but in full is unlikelyno event later than would be customary under the circumstances involved (as determined in accordance with the Credit and Collection Policy) and, in any case, in a manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Borrower and the Lender with respect thereto; provided, however, that the Servicer need not repossess (or otherwise comparably convert the ownership of) and liquidate the Equipment securing such a Pledged Receivable if, in the reasonable opinion of the Servicer, the value of such Equipment does not exceed the cost to repossess (or otherwise comparably convert the ownership of) and liquidate such Equipment. The Servicer shall is authorized to follow such Servicing Procedures customary practices and procedures as it shall deem necessary or advisable in its servicing advisable, consistent with the standard of equipment receivablescare required by Section 6.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and guaranties or other Related Security, selling the Financed related Equipment at public or private sale, the submission of claims under an Insurance Policy and other actions by the Servicer, including without limitation, repossession (or otherwise comparably converting the ownership) of the Equipment and obtaining a substitute Obligor on such Receivable, in order to realize upon such Pledged Receivable. The foregoing shall be is subject to the provision that, in any case in which the Financed Equipment shall have suffered damage, the Servicer shall not expend funds in connection with the any repair or towards the repossession of such Financed Equipment Equipment, unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will shall increase the Liquidation Proceeds proceeds of liquidation of the related Pledged Receivable by an amount greater than the amount of such expenses. Liquidated Receivables will All Liquidation Proceeds shall be transferred remitted directly by the Servicer to the Servicer or CNHICA (Collection Account without deposit into any intervening account as soon as practicable, but in no event later than the Servicer determines at such time) on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, and as later of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds one (the “Liquidated Collateral”), 1) Business Day after receipt thereof and (ii) one (1) Business Day after available funds are identified in respect thereof. The Servicer shall pay on behalf of the Issuing Entity, the SellerBorrower any personal property taxes assessed on repossessed Equipment, and the Indenture Trustee Servicer shall be deemed entitled to have released any security interest and any other claim reimbursement for the payment of such taxes as provided in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained in the IndentureSection 6.06.

Realization upon Receivables. For (a) Consistent with the benefit of the Issuing Entity standards, policies and the Indenture Trusteeprocedures required by this Agreement, the Master Servicer shall use reasonable efforts, consistent with its Servicing Procedures, best efforts to repossess (or otherwise comparably convert the ownership of the of) and liquidate any Financed Equipment Vehicle securing any a Receivable as with respect to which the Master Servicer shall have has determined eventual payment that payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full no event later than the date on which 10% or more of a Scheduled Payment has become 150 days delinquent (other than in the case of Financed Vehicles where neither the Financed Vehicle nor the Obligor can be physically located by the Master Servicer (using procedures consistent with the standards, policies and procedures of the Master Servicer required by this Agreement) and other than in the case of an Obligor who is unlikelysubject to a bankruptcy proceeding); PROVIDED, HOWEVER, that the Master Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. The Master Servicer shall is authorized to follow such Servicing Procedures customary practices and procedures as it shall deem necessary or advisable in its servicing advisable, consistent with the standard of equipment receivablescare required by Section 4.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and selling Dealers, the sale of the related Financed Equipment Vehicle at public or private sale, the submission of claims under an Insurance Policy and other actions, including, without limitation, entering into settlements with Obligors, by the Master Servicer in order to realize upon such a Receivable. The foregoing shall be is subject to the provision that, in any case in which the Financed Equipment Vehicle shall have suffered damage, the Master Servicer shall not expend funds in connection with the any repair or towards the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will shall increase the Liquidation Proceeds proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. Liquidated Receivables will The Master Servicer shall be transferred entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle but only from the liquidation proceeds of the vehicle or under the related Dealer Agreement. The Master Servicer or CNHICA (as the Servicer determines at shall recover such time) reasonable expenses based on the Business Day following information contained in the day Master Servicer's Certificate delivered on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Determination Date. The Master Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Master Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds are deposited before with respect to such Receivable. (b) If the Liquidated Receivables are transferred Master Servicer elects to the Servicer commence a legal proceeding to enforce a Dealer Agreement or CNHICA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing EntityDealer Assignment, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all act of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee commencement shall be deemed to have released be an automatic assignment from the Trust to the Master Servicer of the rights under such Dealer Agreement and Dealer Assignment for purposes of collection only. If, HOWEVER, in any enforcement suit or legal proceeding it is held that the Master Servicer may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Trustee, at the Master Servicer's written direction and expense, or the Seller, at the Seller's expense, shall take such steps as the Master Servicer deems reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Trustee for the benefit of the Certificateholders. All amounts recovered shall be remitted directly by the Master Servicer as provided in Section 4.2(d). (c) The Master Servicer agrees that prior to delivering any repossessed Finance Vehicle for sale to any dealer, it shall make such filings and effect such notices as are necessary under Section 9-114(1) of the UCC to preserve the Trust's ownership interest (or security interest and any other claim interest, as the case may be) in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained in the Indenturerepossessed Financed Vehicle.

Realization upon Receivables. For the benefit On behalf of the Issuing Entity Purchaser and the Indenture TrusteeSecured Parties, the Servicer shall use reasonable its best efforts, consistent with its Servicing Proceduresthe servicing procedures set forth herein, to repossess or otherwise convert the ownership of the Financed Equipment Vehicle securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall commence efforts to repossess or otherwise convert the ownership of a Financed Vehicle on or prior to the date that an Obligor has failed to make more than 90% of a Scheduled Receivable Payment thereon in excess of $10 for 120 days or more; provided, however, that the Servicer may elect not to commence such efforts within such time period if in its good faith judgment it determines either that it would be impracticable to do so or that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. The Servicer shall follow such Servicing Procedures customary and usual practices and procedures as it shall deem necessary or advisable in its servicing of equipment automotive receivables, consistent with the standards of care set forth in Section 4.2, which may include reasonable efforts to realize upon any recourse to Dealers and selling the Financed Equipment Vehicle at public or private sale. The foregoing shall be subject to the provision that, in any case in which the Financed Equipment Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion exercised in good faith that such repair and/or repossession will increase the Liquidation Proceeds proceeds ultimately recoverable with respect to such Receivable by an amount greater than the amount of such expenses. Liquidated Receivables will be transferred to A representative of the Servicer or CNHICA (unless the Backup Servicer is acting as the successor Servicer) shall be physically present at each auction at which twenty (20) or more repossessed Financed Vehicles are scheduled to be offered for sale. The Servicer determines at shall be entitled to recover all Liquidation Expenses incurred by it during each Accrual Period that are reasonably allocated to repossessing during such time) on the Business Day following the day on which Collection Period one or more Financed Vehicles and liquidated such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICAFinance Vehicles into cash proceeds, as applicable, and as but such reimbursement shall be payable only out of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entitycash proceeds from the sale of such Financed Vehicle to the extent that such proceeds are actually received by the Servicer during such Accrual Period, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) any deficiency obtained from the Issuing Entityrelated Obligor to the extent that such deficiency payment is actually received by the Servicer during such Accrual Period, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and or (iii) any other claim in such recoveries received with respect to Liquidated Collateral under this Agreement and Receivables during the Basic Documents, without any further act current Accrual Period or deed, and such Liquidated Collateral shall be free of the Grant contained subsequent Accrual Periods. Except as provided in the Indentureimmediately preceding sentence, in no event shall any unreimbursed repossession and/or Liquidation Expenses incurred in any Accrual Period be recouped from collections received in any Accrual Period.

Realization upon Receivables. For the benefit of the Issuing Entity and the Indenture Trustee, the The Servicer shall use its reasonable best efforts, consistent with its Servicing Procedurescustomary servicing procedures, to repossess or otherwise convert the ownership of the Financed Equipment Vehicle securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The that no satisfactory arrangement can be made for collection of payments, and the Servicer shall follow such Servicing Procedures as it shall deem necessary or advisable in use its servicing of equipment receivables, which may include reasonable best efforts to realize upon any recourse remarket the repossessed Financed Vehicles in the same manner that the Servicer remarkets its own financed vehicles of a like kind, and FIRC shall pay all third-party expenses of remarketing in addition to Dealers all other fees and selling the Financed Equipment at public or private saleexpenses payable by FIRC hereunder. The foregoing shall be subject to the provision that, in any case in which the Financed Equipment Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will increase the Liquidation Proceeds by an amount greater than the amount of such expenses; provided, however, that the Servicer shall incur no liability hereunder if such repair and/or possession does not, in fact, increase the Liquidation Proceeds by an amount greater than the amount of such expenses. Liquidated Receivables will be transferred Notwithstanding any provision of this SERVICING AGREEMENT Agreement to the Servicer or CNHICA (as contrary, the Servicer determines at shall not be obligated to institute any action for repossession through judicial proceedings unless it shall determine in its reasonable discretion that such time) on action would increase the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before by an amount greater than the Liquidated Receivables are transferred to amount of expenses incurred by it in connection with such proceeding; provided, however, that the Servicer shall incur no liability hereunder if such proceeding does not, in fact, increase the Liquidation Proceeds by an amount greater than the amount of expenses incurred by it in connection with such proceeding. The Servicer may reimburse itself for its reasonable out-of-pocket expenses incurred in connection with the repossession or CNHICAdisposition of a Financed Vehicle prior to depositing any Liquidation Proceeds with respect thereto in the Collateral Account pursuant to Section 5.02. With respect to any Receivable, as applicablethe Obligor of which has filed bankruptcy, and as if it is not referred by the Servicer to outside legal counsel the Servicer shall be entitled to receive a one time fee of $250 in respect of such Receivable, and, if it is so referred, the Servicer shall be entitled to reimbursement of the Liquidated Receivable Transfer Date fees and expenses of such Liquidated Receivables will counsel. The Servicer shall have no longer constitute Receivables for obligation under the Agreement to take any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey action to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, realize upon any recourse to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained in the IndentureDealers.

Realization upon Receivables. For (a) The Sub-Servicer shall be entitled to be reimbursed by the benefit Servicer for all reasonable expenses incurred by the Sub-Servicer in the course of foreclosing upon a Pool Receivable (including repossession, replevin or other related realization upon a defaulted Contract). The Servicer shall reimburse the Sub-Servicer for any such expenses within 30 days of receipt of a written demand for reimbursement of such expenses or, if sooner, the date upon which the Liquidation Proceeds in respect of such foreclosure of such Pool Receivable shall be made available to the Servicer. The Servicer shall be entitled to be reimbursed out of the Issuing Entity Liquidation Proceeds of, or any deficiency judgment in respect of, any Pool Receivable for (i) any reasonable expenses as to which it provided reimbursement to the Servicer pursuant to this Section 11.04(a) with respect to such Pool Receivable and (ii) any reasonable expenses incurred by the Servicer in connection with the remarketing and sale of any Manufactured Home or Mortgaged Property which became an Acquired Property. (b) The deed to any Acquired Property delivered as a result of any foreclosure or similar proceeding or deed in lieu thereof shall name the Servicer as grantee unless the Servicer deems it necessary to foreclose or otherwise comparably convert title to any Mortgaged Property in the name of a party other than the Servicer, in which case, the Servicer may designate such a party to hold title to the Acquired Property. The party designated to hold such title shall sign a written acknowledgment that it is holding title on behalf of the Investors and the Indenture TrusteeBanks and any such acknowledgment shall be delivered to the Custodian together with the deed to such Acquired Property. (c) Upon acquisition of an Acquired Property by the Seller, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, to repossess or otherwise convert prepare an Acquired Property Mortgage and file it for recordation in the ownership appropriate office of the Financed Equipment securing any Receivable as to jurisdiction in which the Servicer such Acquired Property is located. Such Acquired Property Mortgage shall have determined eventual payment be in full is unlikelya form appropriate in such jurisdiction. The Servicer shall follow furnish such Servicing Procedures as it shall deem necessary or advisable Acquired Property Mortgage (together with evidence of such filing) to the Custodian within twenty Business Days of acquiring a deed in its servicing respect of equipment receivables, which may include reasonable efforts to realize upon any recourse to Dealers and selling the Financed Equipment at public or private salesuch Acquired Property. The foregoing Servicer shall be subject furnish each recorded Acquired Property Mortgage (together with evidence of recordation) to the provision that, in any case in which Custodian promptly upon receipt thereof. (d) Upon the Financed Equipment shall have suffered damageacquisition of an Acquired Property, the Servicer shall not expend (i) deliver the deed or certificate of sale to the Custodian, (ii) advance all taxes and standard hazard insurance premiums relating to the Acquired Property, (iii) process any claims for redemption and otherwise comply with any redemption procedures required by law, (iv) use its reasonable best efforts to promptly sell or otherwise dispose of such Acquired Property at a price which in its best judgment represents reasonable value and remit the proceeds to the Specified Account or, as may be required hereunder, to the Collection Account within one Business Day of receipt thereof, and (v) if, in order to sell the property at what it reasonably determines to be the best price available, the Servicer deems it reasonably necessary for the Servicer to provide mortgage financing to the prospective buyer, the Servicer shall undertake, as agent for the Seller, to apply substantially the same underwriting standards as the Servicer applies to similar transactions originated by it for its own account. The Servicer shall be under no obligation to provide such mortgage financing. In connection with the sale of an Acquired Property, any contract of sale or deed shall be executed by the Servicer in its individual capacity and as agent and attorney-in-fact for the Seller. The Servicer shall request release of the Acquired Property Mortgage by the Custodian. Immediately upon consummation of the sale, the Servicer shall assign all of its right, title, and interest in the new Receivable to the Seller and the Seller shall assign all of its right, title, and interest in the new Receivable to the Agent. The Servicer shall record the release, the deed, the Mortgage, the assignment of the Servicer's interest to the Seller and an assignment of the Mortgage by the Seller to the Agent immediately. (e) The Servicer shall deposit all funds collected and received in connection with the repair rental or the repossession sale of such Financed Equipment unless it shall determine in accordance with its Servicing Procedures that such repair and/or repossession will increase the Liquidation Proceeds by an amount greater than the amount of such expenses. Liquidated Receivables will be transferred to the Servicer or CNHICA (as the Servicer determines at such time) on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained Acquired Property in the IndentureCollection Account as soon as practicable but in any event within two Business Days of receipt thereof.

Realization upon Receivables. For the benefit (a) On behalf of the Issuing Entity and the Indenture Trustee---------------------------- Trust, the Servicer shall use reasonable efforts, consistent charge off a Receivable as a Liquidating Receivable in accordance with its Servicing Procedurescustomary servicing procedures, generally no later than the 120th day of delinquency and, in no event, later than the 149th day of delinquency, and shall use its best efforts to repossess or otherwise convert the ownership of and liquidate the Financed Equipment Vehicle securing any Liquidating Receivable as to which soon as feasible after default, in accordance with the Servicer shall have determined eventual payment standard of care required by Section 3.1, typically after the Receivable is 90 days delinquent and, in full no event, after the Receivable is unlikely100 days delinquent. The In taking such action, the Servicer shall follow such Servicing Procedures customary and usual practices and procedures as it shall deem necessary or advisable in its servicing of equipment receivablesmotor vehicle retail installment sale contracts, and as are otherwise consistent with the standard of care required under Section 3.1, which may shall include reasonable efforts to realize upon the exercise of any rights of recourse to Dealers under the Dealer Agreements and Dealer Assignments (or rights to compel repurchase against third Persons) and selling the Financed Equipment Vehicle at public or private sale. The foregoing shall be subject to the provision that, in any case in which the a Financed Equipment Vehicle shall have suffered damage, the Servicer shall not be obligated to expend funds in connection with the repair or the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will increase the Liquidation Proceeds of the related Receivable by an amount equal to or greater than the amount of such expenses. Liquidated Receivables will expenses (which, in any event, shall not be transferred to unreasonable). (b) In the Servicer or CNHICA (as event that the Servicer determines at such time) on the Business Day following the day on which that, after it has exhausted all customary and usual collection practices and procedures, including efforts to repossess and liquidate a Financed Vehicle or recover a deficiency balance related to a Liquidating Receivable, further collection efforts by it as to such Receivable becomes a Liquidated Receivable (will not result in the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred realization of additional proceeds to the Servicer or CNHICA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the SellerTrust, and the Indenture Trustee Servicer believes in good faith that a sale is in the best interests of the Trust, the Servicer may, on behalf of the Trust, sell the Receivable to any Person not affiliated with the Servicer free and clear of the rights of the Trust. All proceeds of the sale of such Receivables hereunder shall be deposited directly in or credited to the Collection Account. (c) If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to have released any security interest and any other claim in be an automatic assignment from the Trust to the Servicer of the rights of recourse under such Liquidated Collateral under this Dealer Agreement and Dealer Assignment. If, however, in any enforcement suit or legal proceeding, it is held that the Basic DocumentsServicer may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, without any further act the Trust, at the Servicer's expense, or deedthe Seller, and at the Seller's expense, shall take such Liquidated Collateral shall be free steps as the Servicer deems necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the names of the Grant contained in the IndentureSecurityholders.

Realization upon Receivables. For Upon a Receivable becoming a Defaulted Receivable, the benefit Servicer shall, in accordance with the Servicing Standard, promptly institute collection procedures, which may include, but are not limited to, cancellation, forfeiture, termination or foreclosure proceedings or obtaining a deed-in-lieu of foreclosure in respect of the Issuing Entity and related Timeshare Property (each, a "Foreclosure Property"). Upon the Indenture TrusteeTimeshare Property becoming a Foreclosure Property, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, promptly attempt to repossess or otherwise convert the ownership of the Financed Equipment securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikelyliquidate such Foreclosure Property. The Servicer shall follow such Servicing Procedures as it shall deem necessary or advisable in its servicing of equipment receivablesselect the liquidation option reasonably anticipated to produce the highest Net Liquidation Proceeds, which may include reasonable efforts giving effect to realize upon any recourse to Dealers the gross price obtainable, broker's commissions, foreclosure costs, fees and selling the Financed Equipment at public or private salemarketing expenses and other factors. The foregoing Servicer shall be subject entitled to reimbursement of Liquidation Expenses out of Liquidation Proceeds. Any Liquidation Expenses later recovered by the provision that, Servicer shall be deposited by the Servicer in any case the Collection Account in which accordance with Section 4.2(e) hereof. (a) To the Financed Equipment shall have suffered damageextent that the Seller or an Affiliate thereof is selected to remarket a Foreclosure Property, the Servicer shall not expend funds in connection with cause the repair Seller or the repossession of Affiliate thereof to agree that it will remarket such Financed Equipment unless it shall determine Foreclosure Property in accordance with the Servicing Standard. (b) The Servicer (if Silverleaf or its Servicing Procedures that Affiliate is acting as Servicer) on behalf of the Purchaser and the Trustee shall take all necessary steps to have the record title of the applicable Timeshare Properties subject to the Defaulted Timeshare Loans relating to such repair and/or repossession will increase Defaulted Receivables continue to be held by the Trustee. In such event, the Servicer shall exercise, directly or through its agents, the remedies provided for in the Oak N' Spruce Trust Agreement, in the Mortgage Note or in the other documents with respect to such Defaulted Timeshare Loans and the Obligors thereunder, and the related Timeshare Property shall be remarketed with the purpose of obtaining the maximum Net Liquidation Proceeds by an amount greater than the amount in respect of such expensesDefaulted Timeshare Loans. Liquidated Receivables will be transferred Annex-14 (c) The Servicer shall reserve its rights under the Oak N' Spruce Trust Agreement and/or the applicable Mortgages to obtain, at any time, record title and all beneficial interests in respect of the Timeshare Properties related to Defaulted Timeshare Loans. All actions taken by the Servicer in respect of any Defaulted Timeshare Loans shall, at all times, be carried out in a manner such that none of the Purchaser, the Trustee or CNHICA the Noteholder shall, under applicable law, be deemed to be the developer or declarant of any Resort. (as d) The Servicer may elect to liquidate at a public auction any Defaulted Timeshare Loans or related Timeshare Properties foreclosed upon or otherwise reacquired on behalf of the Trustee from the Obligors of the Defaulted Timeshare Loans. In the event the Servicer determines at elects to so liquidate Defaulted Timeshare Loans or the related Timeshare Properties securing these Defaulted Timeshare Loans, the Seller may bid on such time) on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) Defaulted Timeshare Loans or related Timeshare Properties so long as the Seller pays an amount at least equal to the net fair market value of each related Timeshare Property, as determined by the Seller in its commercially reasonable judgment, which shall in no event be less than fifteen percent (15%) of the original acquisition price paid for the Timeshare Property by the Obligor under the Defaulted Timeshare Loan. Publication of notice of such auction in a newspaper published daily in Dallas, Texas shall be sufficient notice of such auction. (e) The Servicer agrees that it shall require that any Liquidation Proceeds are deposited before be in the Liquidated Receivables are transferred to the form of cash only. (f) The Servicer or CNHICA, as applicable, and as may not sell any of the Liquidated Receivable Transfer Date such Liquidated Defaulted Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained Defaulted Timeshare Loans that are included in the IndentureCollateral except for or as specifically permitted by this Agreement.

Realization upon Receivables. For the benefit of the Issuing Entity and the Indenture Trustee, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, to repossess or otherwise convert the ownership of the Financed Equipment securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall follow such Servicing Procedures as it shall deem necessary or advisable in its servicing of equipment receivables, which may include reasonable efforts to realize upon any recourse to Dealers and selling the Financed Equipment at public or private salesale [(it being understood that, if the Backup Servicer is acting as Successor Servicer, it shall have no duty to enforce remedies against Dealers)]. The foregoing shall be subject to the provision that, in any case in which the Financed Equipment shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Equipment unless it shall determine in accordance with its Servicing Procedures that such repair and/or repossession will increase the Liquidation Proceeds by an amount greater than the amount of such expenses. Liquidated Receivables will be transferred to the Servicer or CNHICA (as the Servicer determines at such time) on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained in the Indenture.

Realization upon Receivables. For (a) Consistent with the benefit of the Issuing Entity standards, policies and the Indenture Trusteeprocedures required by this Agreement, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, best efforts to repossess (or otherwise comparably convert the ownership of the of) and liquidate any Financed Equipment Vehicle securing any a Receivable as with respect to which the Servicer shall have has determined eventual payment that payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full is unlikelyno event later than the date on which all or any portion of a Scheduled Payment has become 91 days delinquent; provided, however, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. The Servicer shall is authorized to follow such Servicing Procedures customary practices and procedures as it shall deem necessary or advisable in its servicing advisable, consistent with the standard of equipment receivablescare required by Section 3.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and selling Dealers, the sale of the related Financed Equipment Vehicle at public or private sale, the submission of claims under an Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable. The foregoing shall be is subject to the provision that, in any case in which the Financed Equipment Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the any repair or towards the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will shall increase the Liquidation Proceeds proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. Liquidated Receivables will All amounts received upon liquidation of a Financed Vehicle shall be transferred remitted directly by the Servicer to the Servicer or CNHICA (Subcollection Account without deposit into any intervening account as the Servicer determines at such time) on soon as practicable, but in no event later than the Business Day following after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the day on which course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of such Receivable becomes a Liquidated Receivable (Financed Vehicle, any deficiency obtained from the “Liquidated Receivable Transfer Date”) so long as Obligor or any amounts received from the related Dealer, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 3.2(e)) to the extent of such expenses. The Servicer shall pay on behalf of the Issuer any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Liquidation Proceeds are deposited before the Liquidated Receivables are transferred with respect to such Receivable. (b) If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement or CNHICA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing EntityDealer Assignment, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all act of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee commencement shall be deemed to have released any security interest and any other claim in be an automatic assignment from the Issuer to the Servicer of the rights under such Liquidated Collateral under this Dealer Agreement and Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Basic DocumentsServicer may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, without any further act the Issuer, at the Servicer's expense, or deedthe Seller, at the Seller's expense, shall take such steps as the Servicer deems necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Issuer and such Liquidated the Indenture Collateral Agent for the benefit of the Issuer Secured Parties. All amounts recovered shall be free of remitted directly by the Grant contained Servicer as provided in the IndentureSection 3.2(e).

Realization upon Receivables. For (a) Consistent with the benefit of the Issuing Entity standards, policies and the Indenture Trusteeprocedures required by this Agreement, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, best efforts to repossess (or otherwise comparably convert the ownership of the of) and liquidate any Financed Equipment Vehicle securing any a Receivable as with respect to which the Servicer shall have has determined eventual payment that payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full is unlikelyno event later than the date on which all or any portion of a Scheduled Payment has become 91 days delinquent; provided, however, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. The Servicer shall is authorized to follow such Servicing Procedures customary practices and procedures as it shall deem necessary or advisable in its servicing advisable, consistent with the standard of equipment receivablescare required by Section 4.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and selling Dealers, the sale of the related Financed Equipment Vehicle at public or private sale, the submission of claims under an Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable. The foregoing shall be is subject to the provision that, in any case in which the Financed Equipment Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the any repair or towards the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will shall increase the Liquidation Proceeds proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. Liquidated Receivables will All amounts received upon liquidation of a Financed Vehicle shall be transferred remitted directly by the Servicer to the Servicer or CNHICA (Subcollection Account without deposit into any intervening account as the Servicer determines at such time) on soon as practicable, but in no event later than the Business Day following after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the day on which course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of such Receivable becomes a Liquidated Receivable (Financed Vehicle, any deficiency obtained from the “Liquidated Receivable Transfer Date”) so long as Obligor or any amounts received from the related Dealer, which amounts in reimbursement may be retained by the Servicer (and shall not be required to be deposited as provided in Section 4.2(e)) to the extent of such expenses. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Servicer shall be entitled to reimbursement of any such tax from Liquidation Proceeds are deposited before the Liquidated Receivables are transferred with respect to such Receivable. (b) If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement or CNHICA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing EntityDealer Assignment, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all act of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee commencement shall be deemed to have released any security interest and any other claim in be an automatic assignment from the Trust to the Servicer of the rights under such Liquidated Collateral under this Dealer Agreement and Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Basic DocumentsServicer may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, without any further act the Trustee, at the Servicer's expense, or deedthe Seller, at the Seller's expense, shall take such steps as the Servicer deems necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Trust and such Liquidated Collateral the Trustee for the benefit of the Certificateholders. All amounts recovered shall be free of remitted directly by the Grant contained Servicer as provided in the IndentureSection 4.2(e).

Realization upon Receivables. For (a) Consistent with the benefit of the Issuing Entity standards, policies and the Indenture Trusteeprocedures required by this Agreement, the Master Servicer shall use reasonable efforts, consistent with its Servicing Procedures, best efforts to repossess (or otherwise comparably convert the ownership of the of) and liquidate any Financed Equipment Vehicle securing any a Receivable as with respect to which the Master Servicer shall have has determined eventual payment that payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full no event later than the date on which 10% or more of a Scheduled Payment has become 120 days delinquent (other than in the case of Financed Vehicles where neither the Financed Vehicle nor the Obligor can be physically located by the Master Servicer (using procedures consistent with the standards, policies and procedures of the Master Servicer required by this Agreement) and other than in the case of an Obligor who is unlikelysubject to a bankruptcy proceeding); PROVIDED, HOWEVER, that the Master Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. The Master Servicer shall is authorized to follow such Servicing Procedures customary practices and procedures as it shall deem necessary or advisable in its servicing advisable, consistent with the standard of equipment receivablescare required by Section 4.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and selling Dealers, the sale of the related Financed Equipment Vehicle at public or private sale, the submission of claims under an Insurance Policy and other actions, including, without limitation, entering into settlements with Obligors, by the Master Servicer in order to realize upon such a Receivable. The foregoing shall be is subject to the provision that, in any case in which the Financed Equipment Vehicle shall have suffered damage, the Master Servicer shall not expend funds in connection with the any repair or towards the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will shall increase the Liquidation Proceeds proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. Liquidated Receivables will The Master Servicer shall be transferred entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle but only from the liquidation proceeds of the vehicle or under the related Dealer Agreement. The Master Servicer or CNHICA (as the Servicer determines at shall recover such time) reasonable expenses based on the Business Day following information contained in the day Master Servicer's Certificate delivered on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Determination Date. The Master Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles. The Master Servicer shall be entitled to reimbursement of any such tax from Net Liquidation Proceeds are deposited before with respect to such Receivable. (b) If the Liquidated Receivables are transferred Master Servicer elects to the Servicer commence a legal proceeding to enforce a Dealer Agreement or CNHICA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing EntityDealer Assignment, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all act of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee commencement shall be deemed to have released be an automatic assignment from the Trust to the Master Servicer of the rights under such Dealer Agreement and Dealer Assignment for purposes of collection only. If, HOWEVER, in any enforcement suit or legal proceeding it is held that the Master Servicer may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, the Owner Trustee, at the Master Servicer's written direction and expense, or the Seller, at the Seller's expense, shall take such steps as the Master Servicer deems reasonably necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Trust and the Owner Trustee for the benefit of the Securityholders. All amounts recovered shall be remitted directly by the Master Servicer as provided in Section 4.2(d). (c) The Master Servicer agrees that prior to delivering any repossessed Finance Vehicle for sale to any dealer, it shall make such filings and effect such notices as are necessary under Section 9-114(1) of the UCC to preserve the Trust's ownership interest (or security interest and any other claim interest, as the case may be) in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained in the Indenturerepossessed Financed Vehicle.

Realization upon Receivables. For (a) Consistent with the benefit of the Issuing Entity and the Indenture TrusteeServicing Standard, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, best efforts to repossess (or otherwise comparably convert the ownership of the of) and liquidate any Financed Equipment Vehicle securing any a Receivable as with respect to which the Servicer shall have has determined eventual payment that payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full is unlikelyno event later than the date on which all or any portion of a Scheduled Payment has become 91 days delinquent; provided, however, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. The Servicer shall is authorized to follow such Servicing Procedures customary practices and procedures as it shall deem necessary or advisable in its servicing of equipment receivablesadvisable, consistent with the Servicing Standard, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and selling Dealers, the sale of the related Financed Equipment Vehicle at public or private sale, the submission of claims under an Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable. The foregoing shall be is subject to the provision that, in any case in which the Financed Equipment Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the any repair or towards the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will shall increase the Liquidation Proceeds proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. Liquidated Receivables will All amounts received upon liquidation of a Financed Vehicle shall be transferred remitted directly by the Servicer to the Servicer or CNHICA (Collection Account as the Servicer determines at such time) on soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds (including, without limitation, any personal property taxes assessed on such Financed Vehicles). Such expenses, at the option of the Servicer: (i) shall be reimbursable as Servicer Advances on the Distribution Date next following the day liquidation of the Financed Vehicle (or, if consistent with the Servicing Standard the Servicer shall have made a determination that the Financed Vehicle cannot be repossessed and/or liquidated, on which the Distribution Date next following the delivery to the Borrower and the Funding Agent of an Officer's Certificate of the Servicer to such Receivable becomes a Liquidated Receivable effect); or (ii) shall be retained by the “Liquidated Receivable Transfer Date”) so long Servicer as deductions from the cash proceeds of such Financed Vehicle, any deficiency obtained from the Obligor or any amounts received from the related Liquidation Proceeds are Dealer, which proceeds and other such cash receipts shall not be required to be deposited before as required by Section 5.2(e) and the Liquidated Receivables are transferred foregoing provisions of this Section 5.3(a) to the extent of such Servicer or CNHICA, as applicable, and as of disbursements. Notwithstanding anything to the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of contrary in the foregoing, as of the applicable Liquidated Servicer shall not pay any such reimbursable expense with respect to a Financed Vehicle to the extent that it does not reasonably expect, after reasonable inquiry, to be reimbursed for such expenses from the collections on the Receivable Transfer Date relating to such Financed Vehicle. (ib) If the Issuing EntityServicer elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all act of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee commencement shall be deemed to have released any security interest and any other claim in be an automatic assignment from the Borrower to the Servicer of the rights under such Liquidated Collateral under this Dealer Agreement and Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Basic DocumentsServicer may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, without any further act the Funding Agent, at the Borrower's expense, or deedthe Seller, and at the Borrower's expense, shall take such Liquidated Collateral steps as the Servicer deems necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Borrower and/or the Funding Agent for the benefit of the Secured Parties. All amounts recovered shall be free of remitted directly by the Grant contained Servicer as provided in the IndentureSection 5.2(e).

Realization upon Receivables. For () Consistent with the benefit of the Issuing Entity standards, policies and the Indenture Trusteeprocedures required by this Agreement, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, best efforts to repossess (or otherwise comparably convert the ownership of the of) and liquidate any Financed Equipment Vehicle securing any a Pledged Receivable as with respect to which the Servicer shall have has determined eventual payment that payments thereunder are not likely to be resumed, as soon as is practicable after default on such Pledged Receivable but in full is unlikelyno event later than the date on which all or any portion of a Scheduled Payment has become 150 or more days delinquent. The Servicer shall is authorized to follow such Servicing Procedures customary practices and procedures as it shall deem necessary or advisable in its servicing advisable, consistent with the standard of equipment receivablescare required by SECTION 8.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and Dealers, selling the related Financed Equipment Vehicle at public or private sale, the submission of claims under an Insurance Policy and other actions by the Servicer in order to realize upon such Pledged Receivable. The foregoing shall be is subject to the provision that, in any case in which the Financed Equipment Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the any repair or towards the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will shall increase the Liquidation Proceeds proceeds of liquidation of the related Pledged Receivable by an amount greater than the amount of such expenses. Liquidated Receivables will All Recoveries shall be transferred remitted directly by the Servicer to the Lockbox Bank without deposit into any intervening account as soon as practicable, but in no event later than two Business Days after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle, but only out of the cash proceeds of such Financed Vehicle, any deficiency obtained from the Obligor or CNHICA (as any amounts received from the related Dealer, which amounts may be retained by the Servicer determines at such time(and shall not be required to be deposited in the Collection Account) on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the extent of such expenses. The Servicer or CNHICA, as applicable, and as shall pay on behalf of the Liquidated Receivable Transfer Date Borrower any personal property taxes assessed on repossessed Financed Vehicles and the Servicer shall be entitled to reimbursement of any such Liquidated Receivables will no longer constitute Receivables for any purposes hereundertax. Without limiting ( If the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing EntityServicer elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all act of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee commencement shall be deemed to have released any security interest be an automatic assignment from the Borrower and any other claim in the Collateral Agent to the Servicer of the rights under such Liquidated Collateral under this Dealer Agreement and Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding, it is held that the Basic DocumentsServicer may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, without any further act the Borrower, at the Servicer's expense, shall take such steps as the Servicer deems necessary to enforce the Dealer Agreement or deedDealer Assignment, and such Liquidated Collateral including bringing suit in its name. All amounts recovered shall be free of remitted directly by the Grant contained Servicer to the Collection Account or to the Lockbox Bank for deposit into the Collection Account without deposit into any intervening account as soon as practicable, but in the Indentureno event more than two Business Days after receipt thereof.

Realization upon Receivables. For (a) Consistent with the benefit of the Issuing Entity standards, policies and the Indenture Trusteeprocedures required by this Agreement, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, best efforts to repossess (or otherwise comparably convert the ownership of the of) and liquidate any Financed Equipment Vehicle securing any a Receivable as with respect to which the Servicer shall have has determined eventual payment that payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full is unlikelyno event later than the date on which more than ten percent of a Scheduled Payment has become 180 or more days delinquent. The Servicer shall is authorized to follow such Servicing Procedures customary practices and procedures as it shall deem necessary or advisable in its servicing advisable, consistent with the standard of equipment receivablescare required by Section 4.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and Dealers, selling the related Financed Equipment Vehicle at public or private sale, the submission of claims under an Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable. The foregoing shall be is subject to the provision that, in any case in which the Financed Equipment Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the any repair or towards the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will shall increase the Liquidation Proceeds proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. Liquidated Receivables will All amounts received upon liquidation of a Financed Vehicle shall be transferred remitted by the Servicer to the Servicer or CNHICA (Collection Account as the Servicer determines at such time) on the soon as practicable, but in no event later than two Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the SellerDays after receipt thereof, and the Indenture Trustee Servicer shall notify the Trustee, in writing, of the amount and date of such deposit. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle, but only out of the cash proceeds of such Financed Vehicle, any deficiency obtained from the Obligor or any amounts received from the related Dealer, which amounts may be retained by the Servicer (and shall not be required to be deposited in the Collection Account) to the extent of such expenses. The Servicer shall recover such reasonable expenses based on the information contained in the Servicer's Certificate delivered on the related Determination Date. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles; the Servicer shall be entitled to reimbursement of any such tax from Liquidation Proceeds with respect to such Receivable. (b) If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall be deemed to have released any security interest and any other claim in be an automatic assignment from the Trustee to the Servicer of the rights under such Liquidated Collateral under this Dealer Agreement and Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding, it is held that the Basic DocumentsServicer may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, without any further act the Trustee, at the Servicer's expense, shall take such steps as the Servicer deems necessary and which the Trustee has received written notice thereof to enforce the Dealer Agreement or deedDealer Assignment, and such Liquidated Collateral including bringing suit in its name or of the Trustee for the benefit of the Certificateholders. All amounts recovered shall be free of remitted by the Grant contained Servicer to the Collection Account as soon as practicable, but in the Indentureno event later than two Business Days after receipt thereof.

Realization upon Receivables. For (a) The Sub-Servicer shall be entitled to be reimbursed by the benefit Servicer for all reasonable expenses incurred by the Sub-Servicer in the course of foreclosing upon a Pool Receivable (including repossession, replevin or other related realization upon a defaulted Contract). The Servicer shall reimburse the Sub-Servicer for any such expenses within 30 days of receipt of a written demand for reimbursement of such expenses or, if sooner, the date upon which the Liquidation Proceeds in respect of such foreclosure of such Pool Receivable shall be made available to the Servicer. The Servicer shall be entitled to be reimbursed out of the Issuing Entity Liquidation Proceeds of, or any deficiency judgment in respect of, any Pool Receivable for (i) any reasonable expenses as to which it provided reimbursement to the Servicer pursuant to this Section 11.04(a) with respect to such Pool Receivable and (ii) any reasonable expenses incurred by the Servicer in connection with the remarketing and sale of any Manufactured Home or Mortgaged Property which became an Acquired Property. (b) The deed to any Acquired Property delivered as a result of any foreclosure or similar proceeding or deed in lieu thereof shall name the Servicer as grantee unless the Servicer deems it necessary to foreclose or otherwise comparably convert title to any Mortgaged Property in the name of a party other than the Servicer, in which case, the Servicer may designate such a party to hold title to the Acquired Property. The party designated to hold such title shall sign a written acknowledgment that it is holding title on behalf of the Investors and the Indenture TrusteeBanks and any such acknowledgment shall be delivered to the Custodian together with the deed to such Acquired Property. (c) Upon acquisition of an Acquired Property by the Seller, the Servicer shall use reasonable effortsprepare an Acquired Property Mortgage in form appropriate to the state in which such Acquired Property is located and furnish such Acquired Property Mortgage to the Custodian within ten Business Days of acquiring a deed in respect of such Acquired Property for execution by the Seller and recordation. The Servicer, consistent with its Servicing Procedures, in order to repossess or otherwise convert facilitate the ownership sale of the Financed Equipment securing any Receivable Acquired Property, at its option, may execute and record as agent and attorney-in-fact for the Seller a deed granting to which the Servicer shall have determined eventual payment a 10% interest in full is unlikely. The Servicer shall follow such Servicing Procedures the Acquired Property as it shall deem necessary or advisable in its servicing of equipment receivablesa tenant-in-common, which may include reasonable efforts to realize upon any recourse to Dealers and selling the Financed Equipment at public or private sale. The foregoing interest shall be subject to the provision that, in any case in which the Financed Equipment shall have suffered damageAcquired Property Mortgage. As consideration for that interest, the Servicer shall not expend convey and hereby agrees to convey to the Seller all of its share of the proceeds of disposition of any such Acquired Property. No other consideration shall be payable by the Servicer to the Seller for that interest. (d) Upon the acquisition of an Acquired Property, the Servicer shall (i) deliver the deed or certificate of sale to the Custodian, (ii) advance all taxes and standard hazard insurance premiums relating to the Acquired Property, (iii) process any claims for redemption and otherwise comply with any redemption procedures required by law, (iv) use its reasonable best efforts to promptly sell or otherwise dispose of such Acquired Property at a price which in its best judgment represents reasonable value and remit the proceeds to the Specified Account or, as may be required hereunder, to the Collection Account within one Business Day of receipt thereof, and (v) if, in order to sell the property at what it reasonably determines to be the best price available, the Servicer deems it reasonably necessary for the Servicer to provide mortgage financing to the prospective buyer, the Servicer shall undertake, as agent for the Seller, to apply substantially the same underwriting standards as the Servicer applies to similar transactions originated by it for its own account. The Servicer shall be under no obligation to provide such mortgage financing. In connection with the sale of an Acquired Property, any contract of sale or deed shall be executed by the Servicer in its individual capacity and as agent and attorney-in-fact for the Seller. The Servicer shall request release of the Acquired Property Mortgage by the Custodian. Immediately upon consummation of the sale, the Servicer shall assign all of its right, title, and interest in the new Receivable to the Seller and the Seller shall assign all of its right, title, and interest in the new Receivable to the Agent. The Servicer shall record the release, the deed, the Mortgage, the assignment of the Servicer's interest to the Seller and an assignment of the Mortgage by the Seller to the Agent immediately. (e) The Servicer shall deposit all funds collected and received in connection with the repair rental or the repossession sale of such Financed Equipment unless it shall determine in accordance with its Servicing Procedures that such repair and/or repossession will increase the Liquidation Proceeds by an amount greater than the amount of such expenses. Liquidated Receivables will be transferred to the Servicer or CNHICA (as the Servicer determines at such time) on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained Acquired Property in the IndentureCollection Account as soon as practicable but in any event within two Business Days of receipt thereof.

Realization upon Receivables. For the benefit On behalf of the Issuing Entity and the Indenture Owner Trustee, the Servicer shall charge off a Receivable in accordance with its customary standards (and, in no event later than 150 days after a Receivable shall have become delinquent) and shall use reasonable efforts, consistent with its Servicing Procedurescustomary standards, to repossess or otherwise convert the ownership of and liquidate the Financed Equipment Vehicle securing any Defaulted Receivable as to which soon as feasible after such Receivable becomes a Defaulted Receivable, in accordance with the Servicer shall have determined eventual payment in full is unlikelystandard of care required by Section 4.1. The In taking such action, Servicer shall follow such Servicing Procedures customary and usual practices and procedures as it shall deem necessary or advisable in its servicing of equipment receivablesMotor Vehicle Loans, and as are otherwise consistent with the standard of care required under Section 4.1, which may shall include reasonable efforts to realize upon exercising any recourse to Dealers rights under the Dealer Agreements and selling the Financed Equipment Vehicle at public or private sale. Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds or pursuing any deficiency claim against the related Obligor, but only out of the cash proceeds of such Financed Vehicle or any deficiency obtained from the Obligor. The foregoing shall be subject to the provision that, in any case in which the a Financed Equipment Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will increase the Liquidation Proceeds of the related Receivable by an amount equal to or greater than the amount of such expenses. Liquidated Receivables will If Servicer elects to commence a legal proceeding to enforce a Dealer Agreement, the act of commencement shall be transferred deemed to be an automatic assignment from Owner Trustee to Servicer of the rights under such Dealer Agreement. If, however, in any enforcement suit or legal proceeding, it is held that Servicer or CNHICA (as the Servicer determines at such time) may not enforce a Dealer Agreement on the Business Day following grounds that it is not a real party in interest or a Person entitled to enforce the day Dealer Agreement, Owner Trustee, on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, and as behalf of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Owner Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest insubject to the Indenture, at Servicer's expense, shall take such steps as Servicer deems necessary to and under such Liquidated Receivables and any related Financed Equipment and Collateralenforce the Dealer Agreement, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained including bringing suit in the Indenturename of Owner Trustee or Indenture Trustee.

Realization upon Receivables. For (a) Consistent with the benefit of the Issuing Entity standards, policies and the Indenture Trusteeprocedures required by this Agreement, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, best efforts to repossess (or otherwise comparably convert the ownership of the of) and liquidate any Financed Equipment Vehicle securing any a Receivable as with respect to which the Servicer shall have has determined eventual payment that payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full is unlikelyno event later than the date on which more than ten percent of a Scheduled Payment has become 180 or more days delinquent. The Servicer shall is authorized to follow such Servicing Procedures customary practices and procedures as it shall deem necessary or advisable in its servicing advisable, consistent with the standard of equipment receivablescare required by SECTION 4.1, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and Dealers, selling the related Financed Equipment Vehicle at public or private sale, the submission of claims under an Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable. The foregoing shall be is subject to the provision that, in any case in which the Financed Equipment Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the any repair or towards the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will shall increase the Liquidation Proceeds proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. Liquidated Receivables will All amounts received upon liquidation of a Financed Vehicle shall be transferred remitted by the Servicer to the Servicer or CNHICA (Collection Account as the Servicer determines at such time) on the soon as practicable, but in no event later than two Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the SellerDays after receipt thereof, and the Indenture Trustee Servicer shall notify the Trustee, in writing, of the amount and date of such deposit. The Servicer shall be deemed entitled to have released any security interest recover all reasonable expenses incurred by it in the course of repossessing and any other claim in such Liquidated Collateral under this Agreement and the Basic Documentsliquidating a Financed Vehicle, without any further act or deed, and such Liquidated Collateral shall be free but only out of the Grant cash proceeds of such Financed Vehicle, any deficiency obtained from the Obligor or any amounts received from the related Dealer, which amounts may be retained by the Servicer (and shall not be required to be deposited in the Collection Account) to the extent of such expenses. The Servicer shall recover such reasonable expenses based on the information contained in the IndentureServicer's Certificate delivered on the related Determination Date. The Servicer shall pay on behalf of the Trust any personal property taxes assessed on repossessed Financed Vehicles; the Servicer shall be entitled to reimbursement of any such tax from Liquidation Proceeds with respect to such Receivable.

Realization upon Receivables. For (1) Consistent with the benefit of the Issuing Entity and the Indenture TrusteeServicing Standard, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, best efforts to repossess (or otherwise comparably convert the ownership of the of) and liquidate any Financed Equipment Vehicle securing any a Receivable as with respect to which the Servicer shall have has determined eventual payment that payments thereunder are not likely to be resumed, as soon as is practicable after default on such Receivable but in full is unlikelyno event later than the date on which all or any portion of a Scheduled Payment has become 91 days delinquent; PROVIDED, HOWEVER, that the Servicer may elect not to repossess a Financed Vehicle within such time period if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. The Servicer shall is authorized to follow such Servicing Procedures customary practices and procedures as it shall deem necessary or advisable in its servicing of equipment receivablesadvisable, consistent with the Servicing Standard, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and selling Dealers, the sale of the related Financed Equipment Vehicle at public or private sale, the submission of claims under an Insurance Policy and other actions by the Servicer in order to realize upon such a Receivable. The foregoing shall be is subject to the provision that, in any case in which the Financed Equipment Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the any repair or towards the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will shall increase the Liquidation Proceeds proceeds of liquidation of the related Receivable by an amount greater than the amount of such expenses. Liquidated Receivables will All amounts received upon liquidation of a Financed Vehicle shall be transferred remitted directly by the Servicer to the Servicer or CNHICA (Collection Account as the Servicer determines at such time) on soon as practicable, but in no event later than the Business Day after receipt thereof. The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds (including, without limitation, any personal property taxes assessed on such Financed Vehicles). Such expenses, at the option of the Servicer: (i) shall be reimbursable as Servicer Advances on the Distribution Date next following the day liquidation of the Financed Vehicle (or, if consistent with the Servicing Standard the Servicer shall have made a determination that the Financed Vehicle cannot be repossessed and/or liquidated, on which the Distribution Date next following the delivery to the Borrower and the Administraive Agent of an Officer's Certificate of the Servicer to such Receivable becomes a Liquidated Receivable effect); or (ii) shall be retained by the “Liquidated Receivable Transfer Date”) so long Servicer as deductions from the cash proceeds of such Financed Vehicle, any deficiency obtained from the Obligor or any amounts received from the related Liquidation Proceeds are Dealer, which proceeds and other such cash receipts shall not be required to be deposited before as required by Section 5.2(e) and the Liquidated Receivables are transferred foregoing provisions of this Section 5.3(a) to the extent of such Servicer or CNHICA, as applicable, and as of disbursements. Notwithstanding anything to the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of contrary in the foregoing, as of the applicable Liquidated Servicer shall not pay any such reimbursable expense with respect to a Financed Vehicle to the extent that it does not reasonably expect, after reasonable inquiry, to be reimbursed for such expenses from the collections on the Receivable Transfer Date relating to such Financed Vehicle. (i2) If the Issuing EntityServicer elects to commence a legal proceeding to enforce a Dealer Agreement or Dealer Assignment, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all act of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee commencement shall be deemed to have released any security interest and any other claim in be an automatic assignment from the Borrower to the Servicer of the rights under such Liquidated Collateral under this Dealer Agreement and Dealer Assignment for purposes of collection only. If, however, in any enforcement suit or legal proceeding it is held that the Basic DocumentsServicer may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, without any further act the Administrative Agent, at the Borrower's expense, or deedthe Seller, and at the Borrower's expense, shall take such Liquidated Collateral steps as the Servicer deems necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the name of the Seller or of the Borrower and/or the Administrative Agent for the benefit of the Secured Parties. All amounts recovered shall be free of remitted directly by the Grant contained Servicer as provided in the IndentureSection 5.2(e).

Realization upon Receivables. For the benefit On behalf of the Issuing Entity and the Indenture TrusteeTrust, the Servicer shall use reasonable efforts, consistent charge off a Receivable as a Liquidating Receivable in accordance with its Servicing Procedures, customary servicing procedures and shall use its best efforts to repossess or otherwise convert the ownership of and liquidate the Financed Equipment Vehicle securing any Liquidating Receivable as to which soon as feasible after default, in accordance with the Servicer shall have determined eventual payment in full is unlikelystandard of care required by Section 3.1. The In taking such action, the Servicer shall follow such Servicing Procedures customary and usual practices and procedures as it shall deem necessary or advisable in its servicing of equipment receivablesmotor vehicle retail installment sale contracts, and as are otherwise consistent with the standard of care required under Section 3.1, which may shall include reasonable efforts to realize upon the exercise of any rights of recourse to Dealers under the Dealer Agreements and Dealer Assignments (or rights to compel repurchase against third Persons) and selling the Financed Equipment Vehicle at public or private sale. The foregoing shall be subject to the provision that, in any case in which the a Financed Equipment Vehicle shall have suffered damage, the Servicer shall not be obligated to expend funds in connection with the repair or the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will increase the Liquidation Proceeds of the related Receivable by an amount equal to or greater than the amount of such expensesexpenses (which, in any event, shall not be unreasonable). Liquidated Receivables will The Servicer shall be transferred entitled to the Servicer or CNHICA (receive Liquidation Expenses with respect to each Liquidating Receivable at such time as the Servicer determines at such time) on the Business Day following the day on which such Receivable becomes a Liquidated Liquidation Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to in accordance with subsection 4.3(c). If the Servicer elects to commence a legal proceeding to enforce a Dealer Agreement or CNHICA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing EntityDealer Assignment, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all act of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee commencement shall be deemed to have released any security interest and any other claim in be an automatic assignment from the Trust to the Servicer of the rights of recourse under such Liquidated Collateral under this Dealer Agreement and Dealer Assignment. If, however, in any enforcement suit or legal proceeding, it is held that the Basic DocumentsServicer may not enforce a Dealer Agreement or Dealer Assignment on the grounds that it is not a real party in interest or a Person entitled to enforce the Dealer Agreement or Dealer Assignment, without any further act the Trust, at the Servicer's expense, or deedthe Seller, and at the Seller's expense, shall take such Liquidated Collateral shall be free steps as the Servicer deems necessary to enforce the Dealer Agreement or Dealer Assignment, including bringing suit in its name or the names of the Grant contained in the IndentureSecurityholders.

Realization upon Receivables. For Consistent with the benefit of the Issuing Entity standards, policies and the Indenture Trusteeprocedures required by this Agreement, the Servicer shall use reasonable efforts, consistent with its Servicing Procedures, best efforts to repossess foreclose upon (or otherwise comparably convert the ownership of of) and liquidate any Interval or other Collateral securing a Pledged Receivable (to the Financed Equipment securing any Receivable as extent it has the right to do so under the Applicable Underlying Loan Documents or the Applicable Underlying Purchase Documents) with respect to which the Servicer shall has determined that payments thereunder have determined eventual payment ceased and are not likely to be resumed, as soon as is practicable after default on such Pledged Receivable but in full is unlikelyno event later than thirty (30) days after such determination or an earlier date that would be customary under the circumstances involved and, in any case, in a manner as will, in the reasonable judgment of the Servicer, maximize the amount to be received by the Borrower and the Lender with respect thereto. The Servicer shall is authorized to follow such Servicing Procedures customary practices and procedures as it shall deem necessary or advisable in its servicing advisable, consistent with the standard of equipment receivablescare required by Section 6.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers and Developers, selling the Financed Equipment related Interval or other Collateral at public or private sale, the submission of claims under a Title Policy, if applicable, and other actions by the Servicer in order to realize upon such Pledged Receivable. The foregoing shall be is subject to the provision that, in any case in which the Financed Equipment related Unit shall have suffered damage, the Servicer shall not expend funds in connection with the any repair or towards the repossession foreclosure of such Financed Equipment Interval unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will foreclosure shall increase the Liquidation Proceeds proceeds of liquidation of the related Pledged Receivable by an amount greater than the amount of such expenses. Liquidated Receivables will All Liquidation Proceeds shall be transferred remitted directly by the Servicer to the Collection Account without deposit into any intervening account as soon as practicable, but in no event later than two (2) Business Days after receipt thereof. The Servicer or CNHICA (as the Servicer determines at such time) shall pay on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, and as behalf of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for Borrower any purposes hereunder. Without limiting the generality of the foregoing, as of the applicable Liquidated Receivable Transfer Date (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicer, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under such Liquidated Receivables and any related Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Sellerpersonal property taxes assessed on foreclosed Intervals, and the Indenture Trustee Servicer shall be deemed entitled to have released reimbursement of any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained in the Indenturetax as a Servicer Advance.

Realization upon Receivables. For the benefit (a) On behalf of the Issuing Entity Trust, the Certificateholders [and the Indenture TrusteeCertificate Insurer], the Servicer shall use reasonable its best efforts, consistent with its Servicing Proceduresthe servicing procedures set forth herein, to repossess or otherwise convert the ownership of the Financed Equipment Vehicle securing any Receivable as to which the Servicer shall have determined eventual payment in full is unlikely. The Servicer shall commence efforts to repossess or otherwise convert the ownership of a Financed Vehicle on or prior to the date that an Obligor has not paid at least 95% of a Scheduled Payment thereon for 120 consecutive days or more; provided, however, that the Servicer may elect not to commence such efforts within such time period if in its good faith judgment it determines either that it would be impracticable to do so or that the proceeds ultimately recoverable with respect to such Receivable would be increased by forbearance. The Servicer shall follow such Servicing Procedures customary and usual practices and procedures as it shall deem necessary or advisable in its servicing of equipment automotive receivables, consistent with the standards of care set forth in Section 3.1, which may include reasonable efforts to realize upon any recourse to Dealers and selling the Financed Equipment Vehicle at public or private sale. The foregoing shall be subject to the provision that, in any case in which the Financed Equipment Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Equipment Vehicle unless it shall determine in accordance with its Servicing Procedures discretion that such repair and/or repossession will increase the Liquidation Proceeds proceeds ultimately recoverable with respect to such Receivable by an amount greater than the amount of such expenses. Liquidated Receivables All Liquidation Proceeds and Recoveries received shall be remitted directly by the Servicer to the Collection Account, without deposit into any intervening account as soon as practicable, but in no event later than the second Business Day after receipt thereof. (1) The Servicer agrees that within 45 days from the Closing Date it shall make such filings and effect such notices as are necessary under Section 9-114(1) of the New York UCC (or comparable section of the UCC of any applicable state) to preserve its ownership interest (or security interest, as the case may be) in any repossessed Financed Vehicles delivered for sale to Dealers. (2) The Servicer agrees that at any time after 45 days from the Closing Date there will be transferred (a) no more than 25 repossessed Financed Vehicles in the aggregate delivered for sale to any Dealer and (b) no more than 50 repossessed Financed Vehicles in the aggregate delivered for the sale to all Dealers with respect to which the actions referred to in (b)(1) above have not been effected. The Servicer or CNHICA (agrees that prior to delivering additional Financed Vehicles for sale to any such Dealer, it shall make such filings and effect such notices as the Servicer determines at such timeare necessary under Section 9-114(1) on the Business Day following the day on which such Receivable becomes a Liquidated Receivable (the “Liquidated Receivable Transfer Date”) so long as the related Liquidation Proceeds are deposited before the Liquidated Receivables are transferred to the Servicer or CNHICA, as applicable, and as of the Liquidated Receivable Transfer Date such Liquidated Receivables will no longer constitute Receivables for any purposes hereunder. Without limiting the generality of the foregoing, as New York UCC (or comparable section of the applicable Liquidated Receivable Transfer Date UCC) to preserve its ownership interest (i) the Issuing Entity, the Seller and the Indenture Trustee shall transfer, assign, set over and otherwise convey to CNHICA or Servicersecurity interest, as applicable, without recourse, representation or warranty, all of the Issuing Entity’s, the Seller’s and the Indenture Trustee’s right, title and interest in, to and under case may be) in any such Liquidated Receivables and any related repossessed Financed Equipment and Collateral, and all security and documents relating thereto, other than Liquidation Proceeds (the “Liquidated Collateral”), and (ii) the Issuing Entity, the Seller, and the Indenture Trustee shall be deemed to have released any security interest and any other claim in such Liquidated Collateral under this Agreement and the Basic Documents, without any further act or deed, and such Liquidated Collateral shall be free of the Grant contained in the IndentureVehicle.