September 15, 2006 | Mayer, Brown, Rowe & Maw LLP | |
Ms. Rolaine S. Bancroft | Main Tel (312) 782-0600 Main Fax (312) 701-7711 | |
Securities and Exchange Commission | Julie Anne Gillespie | |
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Re: | CNH Wholesale Receivables LLC |
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| Amendment No. 2 to Registration Statement |
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| Filed August 14, 2006 |
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| File No: 333-133489 |
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Dear Ms. Bancroft:
In this letter, CNH Wholesale Receivables LLC (the “Registrant”) responds to the Commission staff’s comment letter dated September 5, 2006 concerning the captioned Registration Statement (the “Comment Letter”).
The Registrant is submitting herewith, electronically via EDGAR, Amendment No. 3 to the captioned Registration Statement on Form S-3. In addition, a paper copy of this letter is being delivered to you, together with two copies of Amendment No. 3, which have been marked to show the changes from the Registration Statement as filed on August 14, 2006.
The Registrant’s response to the Comment Letter is set forth below. The response follows the staff’s comment, which is re-typed below. Please note that the page references refer to the marked copy of the form of prospectus and form of prospectus supplement. Capitalized terms not defined herein have the meanings assigned to them in the Registration Statement.
This letter is being submitted on behalf of the Registrant, accordingly, the terms “we”, “us” and “our” in the following responses refer to the Registrant.
Registration Statement on Form S-3
Prospectus Supplement
Delinquency Experience for the Trust’s Portfolio Account, page S-15
1. We note your response to our prior comment 3 and your added disclosure on page S-17 that the tables on page S-15 include historical information. Please add disclosure on page S-15 indicating that these tables are providing historical information.
Response
We have revised the prospectus supplement as requested on page S-13 through S-15.
If you have specific questions you would like to discuss, please do not hesitate to contact me at (312) 701.7132. Please communicate any remaining comments to my attention at the address and/or facsimile number above.
Sincerely,
/s/ Julie A. Gillespie
Julie A. Gillespie
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