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

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

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

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

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

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

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

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR and Issuer the Agent, on behalf of the Secured Parties, under this Agreement, Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuer) the Agent, on behalf of the Secured Parties, to maintain and perfect, as a first priority interestinterest (subject only to Permitted Liens), Issuer’s the Agent’s, on behalf of the Secured Parties’, security interest in the ReceivablesReceivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and the proceeds thereof. Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Agent, on behalf of the Secured Parties, for Issuer the Agent, on behalf of the Secured Parties, to authorize (based in reliance on the Opinion opinion of Counsel counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Issuer’s Agent’s, on behalf of the Secured Parties’, security interest in the Receivables and Collections with respect thereto and the Seller’s right, title and interest in, to and under the Related Security and the proceeds thereof as a first-priority interest (subject only to Permitted Liens) (each a “Filing”). Servicer shall present each such Filing to the Issuer Agent, on behalf of the Secured Parties, together with (x) an Opinion opinion of Counsel counsel as to perfection and such other matters as the effect that such Filing is (i) consistent Agent may reasonably request with grant of the security interest to the Issuer pursuant to the Granting Clause of this Agreement, (ii) satisfies all requirements and conditions respect to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests)Filing, and (y) a form of authorization for Issuer’s the Agent’s, on behalf of the Secured Parties’ signature. Upon receipt of such Opinion opinion of Counsel counsel and form of authorization, Issuer the Agent, on behalf of the Secured Parties, shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR Originator, the Seller, or Issuer the Agent, on behalf of the Secured Parties where allowed by applicable law. Notwithstanding anything else in the Indenture Agreement to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer Agent, on behalf of the Secured Parties, in accordance with this paragraph (c17).. SCH I Third Amended and Restated SCH I - i Third Amended and Restated

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

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

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

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR Issuing Entity and Issuer the Indenture Trustee under this Agreement, Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by IssuerIssuing Entity) to maintain and perfect, as a first priority interest, Issuerthe Indenture Trustee’s security interest in the Receivables. Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Indenture Trustee for Issuer the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the IssuerIndenture Trustee’s security interest in the Receivables as a first-priority interest (each a “Filing”). Servicer shall present each such Filing to the Issuer together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer pursuant to the Granting Clause of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuer’s signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer Issuing Entity shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR the Indenture Trustee or Issuer Issuing Entity where allowed by applicable law. Wilmington Trust Company ▇▇▇▇▇▇ Square North ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration Re: Reporting of Repurchase Demands Activity Ladies and Gentlemen: Reference is hereby made to the transaction (the “Transaction”) as to which Wilmington Trust Company (“Wilmington”), as trustee (in such capacity, the “Trustee”) is a party, and to the CNH Equipment Trust 2017-A trust created thereunder (the “Issuer”). The Issuer and the Depositor and/or their affiliates are required to file reports with the Securities and Exchange Commission in connection with the Transaction pursuant to reporting requirements promulgated under Rule 15Ga-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Items 1104(e) and 1121(c) of Subpart 229.1100- Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time and subject to such clarification and interpretation as have been provided by the United States Securities and Exchange Commission (the “Commission”) in the adopting release (Asset-Backed Securities, Securities Act Release No. 33 8518.70 Fed. Reg. 1,506,1,531 (January 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time (“Regulation AB”). Pursuant to Section 20 of the Administration Agreement among the Issuer, New Holland Credit Company, LLC (“NHCC”), as administrator (the “Administrator”), Citibank, N.A., as indenture trustee, and the Trustee, NHCC hereby requests that the Trustee provide a certification in substantially the form of Exhibit A hereto so that the information can be included in reports to be filed by the Issuer and/or the Depositor and/or their affiliates with the Commission under the Exchange Act and for other purposes. Capitalized terms used but not otherwise defined herein will have the meanings assigned to them in the Transaction Documents for the Transaction. By acknowledging and agreeing to the terms of this letter agreement, the Trustee hereby agrees with respect to the Transaction that commencing on the date of this letter agreement and continuing until earlier of the date on which (i) the Issuer is terminated, (ii) the Trustee ceases to be the Trustee of the Issuer or (iii) Rule 15Ga-1 and Items 1104(e) and 1121(c) no longer require information regarding repurchase demands, it will: (i) provide prompt written notice upon receipt of any repurchase request for any Receivable received by a Responsible Officer of the Trustee in connection with the Transaction, (ii) not later than the fifth (5th) Business Day of each month, commencing with April 7, 2017, provide the Administrator with a notice in substantially the form of Exhibit A with respect to any requests (in writing or orally) for the repurchase of any Receivable pursuant to the transaction documents for the Transaction received by a Responsible Officer of the Trustee during the immediately preceding month, (iii) not later than the fifth Business Day of each calendar quarter, commencing with April 7, 2017, provide the Administrator with a notice in substantially the form of Exhibit A with respect to any requests (in writing or orally) for the repurchase of any Receivable pursuant to the transaction documents for the Transaction received by a Responsible Officer of the Trustee during the immediately preceding calendar quarter, and (iv) promptly upon reasonable written request by the Administrator, provide to the Administrator any other information reasonably requested in good faith that is in actual possession of the Trustee and necessary to facilitate compliance by them with Rule 15Ga-1 under the Exchange Act, or Items 1104(e) or 1121(c) of Regulation AB. The Administrator, Depositor and the Issuer acknowledge and agree that in no event will Wilmington (including in its capacity as Trustee) have any responsibility or liability in connection with (i) the compliance by any Securitizer (as defined in Rule 15Ga-1) of the Transaction or any other person with the Exchange Act or Regulation AB or (ii) any filing required to be made by a Securitizer under the Exchange Act or Regulation AB in connection with the information provided hereunder. Notwithstanding anything else in the Indenture herein to the contrary, Wilmington Trust Company, in its individual capacity and in its capacity as Trustee of the Servicer shall Issuer, will not have any authority duty to effect a Filing without obtaining written authorization from conduct, and has not conducted, any affirmative investigation as to the occurrence of any conditions requiring the repurchase of any Receivable under the Transaction. In addition, the Administrator, the Depositor and the Issuer understand and agree that the Trustee will provide information related to activity only to the extent that a Responsible Officer of the Trustee has such information or can obtain such information without unreasonable effort or expense; provided that, each of the Administrator, the Depositor and the Issuer agree that efforts to obtain such information is limited to a review of the Trustee’s internal written records of repurchase demand activity for the Transaction and that neither the Trustee nor Wilmington Trust Company are required to request information from any unaffiliated parties. This letter agreement is not intended to, and does not, amend or alter, in accordance any manner, the rights or obligations of the parties pursuant to the operative agreements for the Transaction or pursuant to any other letter agreement, and does not bind any of the parties’ successors or assigns under any agreements for the Transaction. In performing its obligations hereunder with respect to the Transaction, Wilmington Trust Company, individually and as Trustee, shall have all the privileges, immunities, rights, indemnities and protections provided to Wilmington Trust Company, individually and as Trustee, under the Transaction Documents of the Transaction, as if this paragraph letter were a Transaction Document under such Transaction. Very truly yours, NEW HOLLAND CREDIT COMPANY, LLC, as Administrator By: Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Assistant Treasurer Accepted: WILMINGTON TRUST COMPANY, as Trustee By: Name: Title: New Holland Credit Company, LLC. as Administrator ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Ridge, IL 60527 Re: Reporting of Repurchase Demands Activity Reference is hereby made to the CNH Equipment Trust 2017-A transaction (cthe “Transaction”), as to which Wilmington Trust Company (“Wilmington”), as trustee (in such capacity, the “Trustee”) is a party, and to the CNH Equipment Trust 2017-A trust created thereunder (the “Issuer”). Capitalized terms used but not defined herein shall have the meanings given to them in the Transaction Documents for the Transaction. During the period from and including [Month][Day], [Year] to but excluding [Month][Day], [Year], the Trustee received [no requests requesting that Receivables be repurchased.][ the repurchase demand requests as set forth below: ] WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee of the Issuer By: Name: Title: TO: Citibank, N.A., as Indenture Trustee FROM: CNH Industrial Capital America LLC and CNH Capital Receivables LLC DATE: March 22, 2017

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

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

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

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

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

Servicer to Maintain Perfection and Priority. The Servicer covenants thatOwner Trustee shall cause the Servicer, in order to evidence the interests of CNHCR the Seller, the Owner Trustee and Issuer the Indenture Trustee under this the Sale and Servicing Agreement, Servicer shall to take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuerthe Indenture Trustee) to maintain and perfect, as a first priority interest, Issuer’s the Indenture Trustee's security interest in the ReceivablesMortgage Loans. The Owner Trustee shall cause the Servicer shallto, from time to time and within the time limits established by law, prepare and present to Issuer the Indenture Trustee for Issuer the Indenture Trustee to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer Master Service to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Issuer’s Indenture Trustee's security interest in the Receivables Mortgage Loans as a first-priority interest (each a “"Filing”"). The Owner Trustee shall cause the Servicer shall to present each such Filing to the Issuer Indenture Trustee together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Trust pursuant to Section 2.01 of the Granting Clause Sale and Servicing Agreement and the grant of the security interest to the Indenture Trustee pursuant to this AgreementIndenture, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuer’s the Indenture Trustee's signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer the Indenture Trustee shall promptly authorize in writing the Servicer to, and the Owner Trustee shall cause the Servicer shallto, effect such Filing under the Uniform Commercial Code without the signature of CNHCR the Seller or Issuer the Owner Trustee or the Indenture Trustee where allowed by applicable law. Notwithstanding anything else in the Indenture transaction documents to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer in accordance with this paragraph Indenture Trustee. SCHEDULE A MORTGAGE LOAN SCHEDULE EXHIBIT A FORM OF CLASS A NOTES UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (c"DTC"), TO THE OWNER TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. No. CUSIP NO.

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR the Seller and Issuer the Administrator under this the Agreement, Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), ) unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuer) the Administrator), to maintain and perfect, as a first priority interest, Issuerthe Administrator’s security interest in the ReceivablesPool Assets. Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Administrator for Issuer the Administrator to authorize (based in reliance on the Opinion opinion of Counsel counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the IssuerAdministrator’s security interest in the Receivables Pool Assets as a first-first priority interest (each a “Filing”). Servicer shall present each such Filing to the Issuer Administrator together with (x) an Opinion opinion of Counsel counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Administrator pursuant to the Granting Clause of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this the Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction UCC (or if the Uniform Commercial Code UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuerthe Administrator’s signature. Upon receipt of such Opinion opinion of Counsel counsel and form of authorization, Issuer the Administrator shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code UCC without the signature of CNHCR the Seller or Issuer the Administrator where allowed by applicable law. Notwithstanding anything else in the Indenture Transaction Document to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer Administrator in accordance with this paragraph 15. [***], as Related Committed Purchaser for [***] Commitment: $115,000,000 [***], as a Conduit Purchaser and as Related Committed Purchaser for [***] Commitment: $90,000,000 [***], as Related Committed Purchaser for [***] Commitment: $90,000,000 Radnor Funding Corp. ▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Airgas, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇, Suite 100 Radnor, PA 19087 Attention: ▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ [***] [***] [***] c/o [***] [***] [***] c/o [***] [***] [***] [***] [***] Ladies and Gentlemen: Reference is hereby made to the Third Amended and Restated Receivables Purchase Agreement, dated as of March 17, 2010 (as heretofore amended or supplemented, the “Receivables Purchase Agreement”), among Radnor Funding Corp. (the “Seller”), Airgas, Inc., as Servicer, [***], [***], [***], [***], [***], [***]., the various other members of each Purchaser Group from time to time a party thereto and [***], as administrator (the “Administrator”). Capitalized terms used in this Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes an irrevocable written notice (“Purchase Notice”) pursuant to Section 1.2(a) of the Receivables Purchase Agreement. Seller desires to sell an undivided variable interest in a pool of receivables on [ , ], for a purchase price of $[ ]. The Aggregate Investment after such purchase shall be $[ ]. Each Purchaser Group’s respective aggregate Investment is as follows: [***] [***] [***] Total Seller hereby represents and warrants as of the date hereof, and as of the date of Purchase, as follows: 1. the representations and warranties contained in Exhibit III of the Receivables Purchase Agreement are true and correct on and as of such dates as though made on and as of such dates and shall be deemed to have been made on such dates; 2. no Termination Event or Unmatured Termination Event has occurred and is continuing, or would result from such purchase;

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

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

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

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR the Seller and Issuer the Administrator under this the Agreement, Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), ) unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuer) the Administrator), to maintain and perfect, as a first priority interest, Issuerthe Administrator’s security interest in the ReceivablesPool Assets. Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Administrator for Issuer the Administrator to authorize (based in reliance on the Opinion opinion of Counsel counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the IssuerAdministrator’s security interest in the Receivables Pool Assets as a first-first priority interest (each a “Filing”). Servicer shall present each such Filing to the Issuer Administrator together with (x) an Opinion opinion of Counsel counsel to the effect that such Filing is (i) consistent with grant of the security interest to the Issuer Administrator pursuant to the Granting Clause of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this the Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction UCC (or if the Uniform Commercial Code UCC does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuerthe Administrator’s signature. Upon receipt of such Opinion opinion of Counsel counsel and form of authorization, Issuer the Administrator shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code UCC without the signature of CNHCR the Seller or Issuer the Administrator where allowed by applicable law. Notwithstanding anything else in the Indenture Transaction Document to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer Administrator in accordance with this paragraph 15. THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Related Committed Purchaser for Victory Commitment: $115,000,000 WORKING CAPITAL MANAGEMENT CO., LP, as a Conduit Purchaser and as Related Committed Purchaser for Working Capital Commitment: $90,000,000 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK NEW YORK BRANCH, as Related Committed Purchaser for Atlantic Commitment: $90,000,000 Radnor Funding Corp. ▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Airgas, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇, Suite 100 Radnor, PA 19087 Attention: ▇▇▇ ▇▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Securitization Group Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Victory Receivables Corporation c/o Global Securitization Services, LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Working Capital Management Co., LP c/o Mizuho Corporate Bank, Ltd. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Conduit Management Group Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Mizuho Corporate Bank, Ltd. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: Conduit Management Group Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Atlantic Asset Securitization LLC c/o Credit Agricole Corporate and Investment Bank New York Branch ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: DCM Securitization Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Credit Agricole Corporate and Investment Bank New York Branch ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: DCM Securitization Telephone: (▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ [ , ] The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch 1251 Avenue of the Americas ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Credit Agricole Corporate and Investment Bank, New York Branch ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Mizuho Corporate Bank Ltd. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Reference is hereby made to the Third Amended and Restated Receivables Purchase Agreement, dated as of March 17, 2010 (as heretofore amended or supplemented, the “Receivables Purchase Agreement”), among Radnor Funding Corp. (the “Seller”), Airgas, Inc., as Servicer, Victory Receivables Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Atlantic Asset Securitization LLC, Credit Agricole Corporate and Investment Bank, Working Capital Management Co., LP, Mizuho Corporate Bank, Ltd., the various other members of each Purchaser Group from time to time a party thereto and The Bank of Tokyo-Mitsubishi UFJ, LTD., New York Branch, as administrator (the “Administrator”). Capitalized terms used in this Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. This letter constitutes an irrevocable written notice (“Purchase Notice”) pursuant to Section 1.2(a) of the Receivables Purchase Agreement. Seller desires to sell an undivided variable interest in a pool of receivables on [ , ], for a purchase price of $[ ]. The Aggregate Investment after such purchase shall be $[ ]. Each Purchaser Group’s respective aggregate Investment is as follows: Purchaser Group Prior Investment (a) Purchase (b) Investment (a+b) Victory Atlantic Working Capital Total Seller hereby represents and warrants as of the date hereof, and as of the date of Purchase, as follows: 1. the representations and warranties contained in Exhibit III of the Receivables Purchase Agreement are true and correct on and as of such dates as though made on and as of such dates and shall be deemed to have been made on such dates;

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in In order to evidence the interests of CNHCR the Issuer and Issuer the Trustee under this Agreement, the Servicer shall shall, from time to time take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraphfiling financing statements) as may be necessary or advisable (including, without limitation, including such actions as are requested by Issuerthe Secured Party) to maintain and perfect, as a first first-priority interest, the Issuer’s or the Trustee’s ownership or security interest in the ReceivablesReceivables and perfect the Issuer’s or the Trustee’s ownership or security interest in collateral covering the Receivables or any Trust Account (or any subaccount thereof). The Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Trustee for Issuer to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, Trustee’s authorization and approval all financing statements, amendments, continuations, continuations or initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Issuer’s security interest in the Receivables as a first-priority interest (each a “Filing”). Servicer shall present each such Filing to the Issuer together with (x) an Opinion of Counsel to the effect that such Filing is (i) consistent with grant of the Trustee’s security interest to in the Issuer pursuant to the Granting Clause of this Agreement, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing Trust Estate. The Trustee’s approval of such type filings shall authorize the Servicer to file such financing statements under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuer’s signature. Upon receipt of such Opinion of Counsel and form of authorization, Issuer shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code UCC without the signature of CNHCR the Issuer, any Seller or Issuer the Trustee where allowed by applicable law. Notwithstanding anything else in the Indenture Transaction Documents to the contrary, the Servicer shall not have any authority to effect file a Filing termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without obtaining the prior written authorization from consent of the Issuer in accordance with this paragraph (c).Trustee. The Trustee may require, prior to authorizing or filing any such termination, partial termination, release, partial release or amendment, that Servicer provide an Opinion of Counsel that such filings are authorized under the Transaction Documents. ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.1. Definitions 2 Section 1.2. Incorporation by Reference of Trust Indenture Act 30

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

Servicer to Maintain Perfection and Priority. The Servicer covenants that, in order to evidence the interests of CNHCR Seller and Issuer the Administrator under the Purchase Agreement and this Agreement, Servicer shall take such action, or execute and deliver such instruments (other than effecting a Filing (as defined below), unless such Filing is effected in accordance with this paragraph) as may be necessary or advisable (including, without limitation, such actions as are requested by Issuerthe Administrator) to maintain and perfect, as a first priority interest, Issuer’s the Administrator's security interest in the ReceivablesPool Assets. Servicer shall, from time to time and within the time limits established by law, prepare and present to Issuer the Administrator for Issuer the Administrator to authorize (based in reliance on the Opinion of Counsel hereinafter provided for) the Servicer to file, all financing statements, amendments, continuations, initial financing statements in lieu of a continuation statement, terminations, partial terminations, releases or partial releases, or any other filings necessary or advisable to continue, maintain and perfect the Issuer’s Administrator's security interest in the Receivables Pool Assets as a first-priority interest (each a “"Filing”"). Servicer shall present each such Filing to the Issuer Administrator together with (x) an Opinion of Counsel in form and substance reasonably satisfactory to the effect that such Filing is (i) consistent with grant of the security interest Administrator and, to the Issuer pursuant to the Granting Clause of this Agreementextent required by any Rating Agency, (ii) satisfies all requirements and conditions to such Filing in this Agreement and (iii) satisfies the requirements for a Filing of such type under the Uniform Commercial Code in the applicable jurisdiction (or if the Uniform Commercial Code does not apply, the applicable statute governing the perfection of security interests), and (y) a form of authorization for Issuer’s signatureRating Agency. Upon receipt of such Opinion of Counsel and form of authorization, Issuer The Administrator shall promptly authorize in writing Servicer to, and Servicer shall, effect such Filing under the Uniform Commercial Code without the signature of CNHCR Seller or Issuer the Administrator where allowed by applicable law. Notwithstanding anything else in the Indenture this Agreement to the contrary, the Servicer shall not have any authority to effect a Filing without obtaining written authorization from the Issuer Administrator in accordance with this paragraph paragraph. SCHEDULE 6.01(m) LIST OF OFFICES OF SELLER WHERE RECORDS ARE KEPT Maxtor Receivables Corporation 500 McCarthy Drive Milpitas, California 95035 ▇▇▇▇▇▇▇▇ 6.01(n) LIST OF LOCK-BOX BANKS First Union National Bank 1345 Chestnut Street Philadelphia, PA 19101-7618 Attention: Jeffrey ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇ 7.01(e) FORMS OF CONTRACTS SEE ATTACHED SCHEDULE 7.01(g) DESCRIPTION OF CREDIT AND COLLECTION POLICY SEE ATTACHED SCHEDULE 14.02 NOTICE ADDRESSES BLUE KEEL: Blue Keel Funding, LLC c/o Global Securitization Services, LLC 114 West 47th Street, Suite 1715 New York, New York 10036 Telephone: ▇▇▇/▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇/▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ BLUE KEEL AGENT: ▇▇▇▇▇ National Bank Fleet Corporate Finance 100 Federal Street, 11th Floor Mail Stop: MA-DE-100-11-F Boston, Ma▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: Paul Schmieder Telephone: ▇▇▇/▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇/346-4690 SEL▇▇▇: ▇▇▇▇▇▇ ▇eceivables Corpor▇▇▇▇▇ ▇▇0 McCarthy Drive Milpitas, California 95035 Attention: Glen Haub▇, ▇▇▇▇▇▇▇▇▇ Telephone: 408/324-7686 Facsimile No.: 408/43▇-▇▇▇▇ ▇ARENT: Maxtor Corporation 5▇▇ ▇▇▇▇▇thy Drive Milpitas, California 95035 Attention: Glen Haub▇, ▇▇▇▇▇▇▇▇▇ Te▇▇▇▇▇▇▇: ▇08/324-7686 Facsimile: 408/432-4480 LIBERTY STREET: Liberty Street Fu▇▇▇▇▇ ▇▇rp. c/o Global Securitization Services, LLC 114 West 47th Street, Suite 1715 New York, New York 10036 Attentio▇: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇/▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: 212/302-8767 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ AGENT: The Bank o▇ ▇▇▇▇ ▇cotia One Liberty Plaza 26th Floor New York, New York 10006 Attention: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇/▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇/225-5090 HOL▇▇▇▇: ▇▇▇▇▇nd Limited Securit▇▇▇▇▇▇▇, Inc. c/o Lord Securities Corporation 48 Wall Street New York, New York Telephone: 212/346-9000 Facsimil▇: ▇▇▇/▇▇▇-▇▇▇▇ HOLLAND AGENT: ING Baring (cU.S.) Capital Markets LLC 1325 Avenue of the Americas New York, New York 10019 Attention: L▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇/▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇6/424-6251 EXHIBIT 3.01 FORM OF SERVICER REPORT SEE ATTACHED EXHIBIT 3.01-A FORM OF DAILY REPORT SEE ATTACHED EXHIBIT 5.01(g)-1 FORM OF IN-HOUSE COUNSEL OPINION SEE ATTACHED EXHIBIT 5.01(g)-2 FORM OF ENFORCEABILITY OPINION SEE ATTACHED EXHIBIT 5.01(g)-3 FORM OF TRUE SALE OPINION SEE ATTACHED EXHIBIT 5.01(g)-4 FORM OF SUBSTANTIVE CONSOLIDATION OPINION SEE ATTACHED EXHIBIT 5.01 FORM OF LOCK-BOX AGREEMENT [Letterhead of Seller] LOCK-BOX AGREEMENT ______________, 200__ [Name and Address of Lock-Box Bank] Ladies and Gentlemen: Reference is made to our [lock-box]*/ account[s] no[s]. maintained with you (the "Account[s]"). Pursuant to an Amended and Restated Receivables Purchase Agreement dated as of November 15, 2001 among us, as Seller, Blue Keel Funding, LLC ("Blue Keel") and the other parties named therein, as Conduit Purchasers, the financial institutions party thereto, as Committed Purchasers, the parties named therein as Agents, Maxtor Corporation, as Servicer, and Fleet National Bank, as agent for Blue Keel and as administrator (the "Administrator"), we have assigned and/or may hereafter assign to the Administrator, for the benefit of the Purchasers and their assigns, one or more undivided percentage interests in accounts, chattel paper, instruments or general intangibles (collectively, "Receivables") with respect to which payments are or may hereafter be made to the Account[s], and have granted to the Administrator, for the benefit of the Purchasers and their assigns, a security interest in such Receivables, the Account[s], amounts on deposit therein and related property. Your execution of this letter agreement is a condition precedent to our continued maintenance of the Account[s] with you. We hereby transfer exclusive ownership and control of the Account[s] to the Administrator on behalf of the Purchasers and their assigns, subject only to the condition subsequent that the Administrator shall have given you notice of its election to assume such ownership and control, which notice may be in the form attached hereto as Exhibit A or in any other form that gives you reasonable notice of such election. We hereby irrevocably instruct you, at all times from and after the date of your receipt of notice from the Administrator as described above, to make all payments to be made by you out of or in connection with the Account[s] directly to the Administrator, at its address set forth below its signature hereto or as the Administrator otherwise notifies you, for the account of the Purchasers (account # , ABA # ____), or otherwise in accordance with the instructions of the Administrator. We also hereby notify you that, at all times from and after the date of your receipt of notice from the Administrator as described above, the Administrator shall be irrevocably entitled to exercise in our place and stead any and all rights in respect of or in connection with the Account[s], including, without limitation, (a) the right to specify when payments are to be made out of or in connection with the Account[s] and (b) the right to require preparation of duplicate monthly bank statements on the Account[s] for the Administrator's audit purposes and mailing of such statements directly to an address specified by the Administrator. Notice from the Administrator may be personally served or sent by facsimile or U.S. mail, certified return receipt requested, to the address or facsimile number set forth under your signature to this letter agreement (or to such other address or facsimile number as to which you shall notify the Administrator in writing). If notice is given by facsimile, it will be deemed to have been received when the notice is sent and the receipt is confirmed by telephone or other electronic means. All other notices will be deemed to have been received when actually received or, in the case of personal delivery, delivered. By executing this letter agreement, you acknowledge and consent to the existence of the Administrator's right to ownership and control of the Account[s] and the Administrator's security interest in the Account[s] and amounts from time to time on deposit therein and agree that from the date hereof the Account[s] shall be maintained by you for the benefit of, and amounts from time to time therein held by you as agent for, the Administrator on the terms provided herein. The Account[s] [is/are] to be titled "Maxtor Receivables Corporation and Fleet National Bank as the Administrator for the Purchasers and their assigns, as their interests may appear". Except as otherwise provided in this letter agreement, payments to the Account[s] are to be processed in accordance with the standard procedures currently in effect. All service charges and fees with respect to the Account[s] shall continue to be payable by us as under the arrangements currently in effect. By executing this letter agreement, you irrevocably waive and agree not to assert, claim or endeavor to exercise, irrevocably bar and estop yourself from asserting, claiming or exercising, and acknowledge that you have not heretofore received a notice, writ, order or any form of legal process from any other person or entity asserting, claiming or exercising, any right of set-off, banker's lien or other purported form of claim with respect to [any of] the Account[s] or any funds from time to time therein. Except for your right to payment of your service charges and fees and to make deductions for returned items, you shall have no rights in the Account[s] or funds therein. To the extent you may ever have such rights, you hereby expressly subordinate all such rights to all rights of the Administrator. You may terminate this letter agreement by canceling the Account[s] maintained with you, which cancellation and termination shall become effective only upon thirty days' prior written notice thereof from you to the Administrator. Incoming [mail addressed to] [wire transfers to] the Account[s] received after such cancellation shall be forwarded in accordance with the Administrator's instructions. This letter agreement may also be terminated upon written notice to you by the Administrator stating that the Receivables Purchase Agreement pursuant to which this letter agreement was obtained is no longer in effect. Except as otherwise provided in this paragraph, this letter agreement may not be terminated or amended without the prior written consent of the Administrator. This letter agreement may be executed in any number of counterparts, and by the parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Please acknowledge your agreement to the terms set forth in this letter agreement by signing the two copies of this letter agreement enclosed herewith in the space provided below, sending one such signed copy to the Administrator at its address provided above and returning the other signed copy to us. Very truly yours, MAXTOR RECEIVABLES CORPORATION By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Acknowledged and agreed to as of the date first written above: FLEET NATIONAL BANK, as Administrator By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Address for notice: Fleet Corporate Finance 100 Federal Street 11th Floo▇ ▇▇▇▇ ▇▇▇▇: ▇▇-▇▇-▇▇▇-▇▇-▇ Boston, Massachusetts 02110 ▇▇▇. ▇▇. ▇▇▇/▇▇▇-▇▇▇▇ Facsimile No. 617/3▇▇-▇▇▇▇ [NAME OF LOCK-BOX BANK] By: ------------------------------------ Name Printed: ------------------------ Title: ------------------------------- Address for notice: Attention: ----------------------------- Tel. No.: ----------------------------- Facsimile No.: ------------------------- EXHIBIT A to Lock-Box Agreement [Letterhead of Fleet National Bank] [Name and Address of Lock-Box Bank] Re: Maxtor Receivables Corporation [Lock-Box]**/ Account No[s]. [and ] Ladies and Gentlemen: Reference is made to the letter agreement dated _ , 200_ (the "Letter Agreement") among Maxtor Receivables Corporation, the undersigned, as Administrator and you concerning the above described [lock-box]* account[s] (the "Account[s]"). We hereby give you notice of our assumption of ownership and control of the Account[s] as provided in the Letter Agreement. We hereby instruct you to make all payments to be made by you out of or in connection with the Account[s] [directly to the undersigned, at [our address set forth above], for the account of the Purchasers (account no. _)]. [other instructions] Very truly yours, FLEET NATIONAL BANK, as Administrator By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- EXHIBIT 7.01(i) CALCULATION OF REQUIRED NET WORTH SEE ATTACHED APPENDIX A