Trent Murch
Tel 312.456.1015
Fax 312.899.0394
murcht@gtlaw.com
July 18, 2014
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Lulu Cheng
Re: CNH Capital Receivables LLC
Registration Statement on Form S-3
Filed June 24, 2014
File No. 333-196988
Ladies and Gentlemen:
On behalf of CNH Capital Receivables LLC (the “Depositor”) and in response to the comment communicated to Greenberg Traurig LLP as the Depositor’s counsel via telephone on July 9, 2014 (the “Comment”), we submit herewith, electronically via EDGAR, Amendment No. 1 to the above-referenced registration statement on Form S-3. In addition, a paper copy of this letter is being delivered to you, together with a copy of Amendment No. 1, which has been marked to show changes from the registration statement as filed on June 24, 2014, made in response to the Comment.
The Registrant’s response to the Comment is set forth below. The paragraphs below set forth the comments from the staff of the Securities and Exchange Commission (the “Staff”) in italicized text together with the Depositor’s responses. Page references in the Depositor’s responses are references to the page numbers in the aforementioned marked copy of the amendment. Capitalized terms not defined herein have the meaning assigned to them in the above captioned registration statement. Unless otherwise noted, the use of “we,” “us” and similar terms refers to the Depositor, in its capacity as the issuer under Regulation AB.
Base Prospectus
Additional Terms of Receivables Sales, page 18
We note that on page 18 of the Base Prospectus that you state: “If we breach any of our representations or warranties made in a sale and servicing agreement, and our breach is not cured by the last day of the second (or, if we elect, the first) month following the discovery by or notice to the trustee of the breach, we will be obligated to repurchase any receivable materially and adversely affected by our breach as of such last day at a price equal to the contract value of the receivable, as specified in the related prospectus supplement. Our obligation to purchase
any receivable with respect to which any representation or warranty has been breached is subject to CNH Industrial Capital America repurchasing the receivable from us. This repurchase obligation is the only remedy available to the noteholders, the indenture trustee or the trustee for any trust for any such uncured breach. The servicer will make the determination as to whether such a repurchase is required and there will not otherwise be any independent verification of the servicer’s exercise of authority or such determinations.”
Please clarify which representations and warranties a breach of which would require a repurchase under this language, and please clarify when CNH Capital Receivables LLC’s repurchase obligation is contingent upon the repurchase by CNH Industrial Capital America LLC.
Response:
We direct your attention to page 18 of the Base Prospectus where we have revised the above quoted disclosure in response to the Staff’s Comment. The disclosure has been revised as follows (new language is underlined; deleted language marked through), thus clarifying which representations and warranties if breached would require a repurchase and when CNH Capital Receivables LLC’s repurchase obligation is contingent upon the repurchase by CNH Industrial Capital America.
“If we breach any of our representations or warranties made in a sale and servicing agreement relating to title of the receivables, perfection or priority matters (these representations and warranties made by us to the trust are substantially similar to the title, perfection and priority representations and warranties made by CNH Industrial Capital America to us as described in “—Regular Sales of Receivables” above), and our breach is not cured by the last day of the second (or, if we elect, the first) month following the discovery by or notice to the trustee of the breach, we will be obligated to repurchase any receivable materially and adversely affected by our breach as of such last day at a price equal to the contract value of the receivable, as specified in the related prospectus supplement. Our obligation to purchasePurchase Amount. This repurchase obligation is the only remedy available to the trust, noteholders, certificateholders, the indenture trustee or the trustee for any trust for any such uncured breach relating to representations and warranties described in this paragraph.
We also have an obligation under each sale and servicing agreement to repurchase at a price equal to the Purchase Amount any receivable with respect tofor which anythere has been a breach of a representation or warranty has been breachedby CNH Industrial Capital America under the applicable purchase agreement or receivables purchase agreement that requires CNH Industrial Capital America to repurchase such receivable as described in “—Regular Sales of Receivables” above. Our foregoing repurchase obligation is subject to CNH Industrial Capital America repurchasing the receivable from us as described above. This repurchase obligation of ours is the only remedy available against us to the noteholders, the indenture trustee or the trustee for any trust for any such uncured breach. TheWith respect to this paragraph, the preceding paragraph, and the last paragraph under “—Regular Sales of Receivables,” the servicer will make the determinationdeterminations as to whether such a repurchase isrepurchases are
required and there will not otherwise be any independent verification of the servicer’s exercise of authority or such determinations.”
We have also revised the Base Prospectus on pages 16 and 17, in the last paragraph of “Depositor—Regular Sales of Receivables”, to further clarify the issue:
“If CNH Industrial Capital America breaches any of its representations or warranties concerning the receivables conveyed in a receivables purchase agreement or a purchase agreement described below under “—Closing Date Sales of Receivables”, it will be obligated to repurchase from us or the applicable trust any receivable materially and adversely affected by the breach at a price equal to the contract’s balance (as measured for purposes of the related securitization transaction) plus an interest accrual amount on the settlement date immediately succeeding the month in which such repurchase obligation arisesPurchase Amount as defined below. This repurchase obligation is the sole remedy available to us, the indenture trustee, the noteholders, the trust, the trustee or the certificateholders against CNH Industrial Capital America for any such breach. If CNH Industrial Capital America fails for any reason to perform its repurchase obligation, you could experience delays or reductions in payments on your notes. In connection with any such repurchase, we will assign to CNH Industrial Capital America any interest that we have in the receivable and the related equipment. “Purchase Amount” means, as of the close of business on the last day of a collection period, an amount equal to the contract value of the applicable receivable, as of the first day of the immediately following collection period (or, with respect to any applicable receivable that is a liquidated receivable, as of the day immediately prior to such receivable becoming a liquidated receivable less any liquidation proceeds actually received by the applicable issuing entity) plus interest accrued and unpaid thereon as of such last day at a rate per annum equal to: (a) in the case of any receivable transferred on the related closing date, the initial cutoff date APR and (b) in the case of any receivable transferred on a related subsequent transfer date, the applicable subsequent cutoff date APR.”
We hope that the foregoing has been responsive to the Staff’s comments.
If you have any questions related to this letter, please contact the undersigned at (312) 456-1015.
| Sincerely, |
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| /s/ Trent M. Murch |
| Trent M. Murch |
cc: Steven Bierman, CNH Capital Receivables LLC
