Exhibit 4.1




 





 


CNH
EQUIPMENT TRUST 2009-B


 


INDENTURE


 


between


 


CNH
EQUIPMENT TRUST 2009-B


 


and


 


THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A.


 


as
Indenture Trustee


 


Dated as of April 1,
2009




 





 

















 


TABLE OF
CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE I Definitions
  and Incorporation by Reference

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1.

  	
  Definitions

  	
  2

  
	
  SECTION 1.2.

  	
  Incorporation by Reference
  of Trust Indenture Act

  	
  2

  
	
  SECTION 1.3.

  	
  Other Definitional
  Provisions

  	
  3

  
	
   

  	
   

  
	
  ARTICLE II The Notes

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Form

  	
  3

  
	
  SECTION 2.2.

  	
  Execution, Authentication
  and Delivery

  	
  4

  
	
  SECTION 2.3.

  	
  Temporary Notes

  	
  4

  
	
  SECTION 2.4.

  	
  Registration; Registration
  of Transfer and Exchange

  	
  5

  
	
  SECTION 2.5.

  	
  Mutilated, Destroyed, Lost
  or Stolen Notes

  	
  7

  
	
  SECTION 2.6.

  	
  Persons Deemed Owner

  	
  8

  
	
  SECTION 2.7.

  	
  Payment of Principal and Interest;
  Defaulted Interest

  	
  8

  
	
  SECTION 2.8.

  	
  Cancellation

  	
  9

  
	
  SECTION 2.9.

  	
  Release of Collateral

  	
  9

  
	
  SECTION 2.10.

  	
  Book-Entry Notes

  	
  9

  
	
  SECTION 2.11.

  	
  Notices to Clearing Agency

  	
  10

  
	
  SECTION 2.12.

  	
  Definitive Notes

  	
  10

  
	
  SECTION 2.13.

  	
  Tax Treatment

  	
  11

  
	
   

  	
   

  
	
  ARTICLE III Covenants

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  Payment of Principal and
  Interest

  	
  11

  
	
  SECTION 3.2.

  	
  Maintenance of Office or
  Agency

  	
  11

  
	
  SECTION 3.3.

  	
  Money for Payments To Be
  Held in Trust

  	
  12

  
	
  SECTION 3.4.

  	
  Existence

  	
  13

  
	
  SECTION 3.5.

  	
  Protection of the Trust
  Estate

  	
  13

  
	
  SECTION 3.6.

  	
  Opinions as to the Trust
  Estate

  	
  14

  
	
  SECTION 3.7.

  	
  Performance of
  Obligations; Servicing of Receivables

  	
  14

  
	
  SECTION 3.8.

  	
  Negative Covenants

  	
  16

  
	
  SECTION 3.9.

  	
  Annual Statement as to
  Compliance

  	
  16

  
	
  SECTION 3.10.

  	
  Issuing Entity
  May Consolidate, etc., Only on Certain Terms

  	
  16

  
	
  SECTION 3.11.

  	
  Successor or Transferee

  	
  18

  
	
  SECTION 3.12.

  	
  No Other Business

  	
  18

  
	
  SECTION 3.13.

  	
  No Borrowing

  	
  18

  
	
  SECTION 3.14.

  	
  Servicer’s Obligations

  	
  18

  
	
  SECTION 3.15.

  	
  Guarantees, Loans,
  Advances and Other Liabilities

  	
  19

  
	
  SECTION 3.16.

  	
  Capital Expenditures

  	
  19

  
	
  SECTION 3.17.

  	
  Removal of Administrator

  	
  19

  
	
  SECTION 3.18.

  	
  Restricted Payments

  	
  19

  



 


i

















 


	
  SECTION 3.19.

  	
  Notice of Events of
  Default

  	
  19

  
	
  SECTION 3.20.

  	
  Further Instruments and
  Acts

  	
  19

  
	
  SECTION 3.21.

  	
  Perfection Representation

  	
  19

  
	
   

  	
   

  
	
  ARTICLE IV Satisfaction
  and Discharge

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
  Satisfaction and Discharge
  of Indenture

  	
  20

  
	
  SECTION 4.2.

  	
  Application of Trust Money

  	
  21

  
	
  SECTION 4.3.

  	
  Repayment of Monies Held
  by Paying Agent

  	
  21

  
	
   

  	
   

  
	
  ARTICLE V Remedies

  	
  21

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
  Events of Default

  	
  21

  
	
  SECTION 5.2.

  	
  Acceleration of Maturity;
  Rescission and Annulment

  	
  22

  
	
  SECTION 5.3.

  	
  Collection of Indebtedness
  and Suits for Enforcement by Indenture Trustee

  	
  23

  
	
  SECTION 5.4.

  	
  Remedies; Priorities

  	
  25

  
	
  SECTION 5.5.

  	
  Optional Preservation of
  the Receivables

  	
  26

  
	
  SECTION 5.6.

  	
  Limitation of Suits

  	
  27

  
	
  SECTION 5.7.

  	
  Unconditional Rights of
  Noteholders To Receive Principal and Interest

  	
  27

  
	
  SECTION 5.8.

  	
  Restoration of Rights and
  Remedies

  	
  28

  
	
  SECTION 5.9.

  	
  Rights and Remedies
  Cumulative

  	
  28

  
	
  SECTION 5.10.

  	
  Delay or Omission Not a
  Waiver

  	
  28

  
	
  SECTION 5.11.

  	
  Control by Noteholders

  	
  28

  
	
  SECTION 5.12.

  	
  Waiver of Past Defaults

  	
  29

  
	
  SECTION 5.13.

  	
  Undertaking for Costs

  	
  29

  
	
  SECTION 5.14.

  	
  Waiver of Stay or
  Extension Laws

  	
  29

  
	
  SECTION 5.15.

  	
  Action on Notes

  	
  29

  
	
  SECTION 5.16.

  	
  Performance and
  Enforcement of Certain Obligations

  	
  30

  
	
   

  	
   

  
	
  ARTICLE VI The
  Indenture Trustee

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
  Duties of the Indenture
  Trustee

  	
  30

  
	
  SECTION 6.2.

  	
  Rights of Indenture
  Trustee

  	
  32

  
	
  SECTION 6.3.

  	
  Individual Rights of the
  Indenture Trustee

  	
  33

  
	
  SECTION 6.4.

  	
  Indenture Trustee’s
  Disclaimer

  	
  33

  
	
  SECTION 6.5.

  	
  Notice of Defaults

  	
  33

  
	
  SECTION 6.6.

  	
  Reports by Indenture
  Trustee to the Holders

  	
  33

  
	
  SECTION 6.7.

  	
  Compensation and Indemnity

  	
  33

  
	
  SECTION 6.8.

  	
  Replacement of the
  Indenture Trustee

  	
  34

  
	
  SECTION 6.9.

  	
  Successor Indenture
  Trustee by Merger

  	
  35

  
	
  SECTION 6.10.

  	
  Appointment of Co-Trustee
  or Separate Trustee

  	
  35

  
	
  SECTION 6.11.

  	
  Eligibility;
  Disqualification

  	
  36

  
	
  SECTION 6.12.

  	
  Preferential Collection of
  Claims Against the Issuing Entity

  	
  37

  
	
  SECTION 6.13.

  	
  Information to Be Provided
  by the Indenture Trustee

  	
  38

  
	
  SECTION 6.14.

  	
  Representations and
  Warranties

  	
  38

  



 


ii

















 


	
  ARTICLE VII Noteholders’
  Lists and Reports

  	
  39

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
  Issuing Entity To Furnish
  Indenture Trustee Names and Addresses of Noteholders

  	
  39

  
	
  SECTION 7.2.

  	
  Preservation of
  Information; Communications to Noteholders

  	
  39

  
	
  SECTION 7.3.

  	
  Reports by Issuing Entity

  	
  39

  
	
  SECTION 7.4.

  	
  Required Filings

  	
  40

  
	
   

  	
   

  
	
  ARTICLE VIII Accounts, Disbursements
  and Releases

  	
  40

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
  Collection of Money

  	
  40

  
	
  SECTION 8.2.

  	
  Trust Accounts

  	
  40

  
	
  SECTION 8.3.

  	
  General Provisions
  Regarding Accounts

  	
  42

  
	
  SECTION 8.4.

  	
  Release of Trust Estate

  	
  43

  
	
  SECTION 8.5.

  	
  Opinion of Counsel

  	
  43

  
	
   

  	
   

  
	
  ARTICLE IX Supplemental
  Indentures

  	
  44

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1.

  	
  Supplemental Indentures
  Without Consent of Noteholders

  	
  44

  
	
  SECTION 9.2.

  	
  Supplemental Indentures
  With Consent of Noteholders

  	
  45

  
	
  SECTION 9.3.

  	
  Execution of Supplemental
  Indentures

  	
  46

  
	
  SECTION 9.4.

  	
  Effect of Supplemental Indenture

  	
  47

  
	
  SECTION 9.5.

  	
  Conformity with Trust
  Indenture Act

  	
  47

  
	
  SECTION 9.6.

  	
  Reference in Notes to
  Supplemental Indentures

  	
  47

  
	
  SECTION 9.7.

  	
  Amendment without Consent

  	
  47

  
	
   

  	
   

  
	
  ARTICLE X Redemption
  of Notes

  	
  47

  
	
   

  	
   

  	
   

  
	
  SECTION 10.1.

  	
  Redemption

  	
  47

  
	
  SECTION 10.2.

  	
  Form of Redemption
  Notice

  	
  48

  
	
  SECTION 10.3.

  	
  Notes Payable on
  Redemption Date

  	
  48

  
	
   

  	
   

  
	
  ARTICLE XI
  Miscellaneous

  	
  48

  
	
   

  	
   

  	
   

  
	
  SECTION 11.1.

  	
  Compliance Certificates
  and Opinions, etc.

  	
  48

  
	
  SECTION 11.2.

  	
  Form of Documents
  Delivered to Indenture Trustee

  	
  50

  
	
  SECTION 11.3.

  	
  Acts of Noteholders

  	
  51

  
	
  SECTION 11.4.

  	
  Notices, etc., to the
  Indenture Trustee, Issuing Entity and Rating Agencies

  	
  51

  
	
  SECTION 11.5.

  	
  Notices to Noteholders;
  Waiver

  	
  52

  
	
  SECTION 11.6.

  	
  Alternate Payment and
  Notice Provisions

  	
  53

  
	
  SECTION 11.7.

  	
  Conflict with Trust
  Indenture Act

  	
  53

  
	
  SECTION 11.8.

  	
  Effect of Headings and
  Table of Contents

  	
  53

  
	
  SECTION 11.9.

  	
  Successors and Assigns

  	
  53

  
	
  SECTION 11.10.

  	
  Severability

  	
  53

  
	
  SECTION 11.11.

  	
  Benefits of Indenture

  	
  53

  
	
  SECTION 11.12.

  	
  Legal Holidays

  	
  53

  
	
  SECTION 11.13.

  	
  Governing Law

  	
  54

  
	
  SECTION 11.14.

  	
  Counterparts

  	
  54

  



 


iii

















 


	
  SECTION 11.15.

  	
  Recording of Indenture

  	
  54

  
	
  SECTION 11.16.

  	
  Trust Obligation

  	
  54

  
	
  SECTION 11.17.

  	
  No Petition

  	
  54

  
	
  SECTION 11.18.

  	
  Inspection

  	
  55

  
	
  SECTION 11.19.

  	
  Subordination

  	
  55

  
	
  SECTION 11.20.

  	
  Information Requests

  	
  56

  
	
   

  	
   

  	
   

  
	
  FORM OF RULE 144A
  LETTER

  	
  1

  
	
   

  	
   

  
	
  QUALIFIED INSTITUTIONAL
  BUYER STATUS UNDER SEC RULE 144A

  	
  3

  
	
   

  	
   

  
	
  QUALIFIED INSTITUTIONAL
  BUYER STATUS UNDER SEC RULE 144A

  	
  6

  



 


iv

















 


EXHIBITS


 


	
  EXHIBIT A-1

  	
  Form of A-1 Notes

  
	
   

  	
   

  
	
  EXHIBIT A-2

  	
  Form of A-2 Notes

  
	
   

  	
   

  
	
  EXHIBIT A-3

  	
  Form of A-3 Notes

  
	
   

  	
   

  
	
  EXHIBIT A-4

  	
  Form of A-4 Notes

  
	
   

  	
   

  
	
  EXHIBIT A-5

  	
  Form of Class B
  Notes

  
	
   

  	
   

  
	
  EXHIBIT B

  	
  Form of
  Section 3.9 Officer’s Certificate

  
	
   

  	
   

  
	
  EXHIBIT C

  	
  Form of
  Rule 144A Letter

  



 


SCHEDULES


 


	
  SCHEDULE P

  	
  Perfection Representations &
  Warranties

  



 


v

















 


INDENTURE dated as of April 1,
2009 between CNH EQUIPMENT TRUST 2009-B, a Delaware statutory trust (the “Issuing Entity”), and THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A., a national banking association (“BNYMTC”), as trustee and not in its
individual capacity (the “Indenture Trustee”).


 


Each
party agrees as follows for the benefit of the other party and for the equal
and ratable benefit of the Holders of the Issuing Entity’s 1.35205% Class A-1
Asset Backed Notes (each an “A-1 Note”),
2.40% Class A-2 Asset Backed Notes (each an “A-2 Note”), 2.97% Class A-3 Asset Backed Notes (each an
“A-3 Note”), 5.17% Class A-4
Asset Backed Notes (each an “A-4 Note”)
and the 0.00% Class B Asset Backed Notes (each a “Class B Note”; and together with the
A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, the “Notes”).


 


GRANTING
CLAUSE


 


The
Issuing Entity hereby Grants to BNYMTC at the Closing Date, as Indenture
Trustee for the benefit of the Holders of the Notes, all of the Issuing Entity’s
right, title and interest in, to and under the following, whether now existing
or hereafter arising or acquired (collectively, the “Collateral”):


 


(a)           the
Receivables, including all documents constituting chattel paper included
therewith, and all obligations of the Obligors thereunder, including all monies
paid thereunder on or after the Initial Cutoff Date or the applicable
Subsequent Cutoff Date;


 


(b)           the
security interests in the Financed Equipment granted by Obligors pursuant to
the Receivables and any other interest of the Issuing Entity in the Financed
Equipment;


 


(c)           any
proceeds with respect to the Receivables from claims on insurance policies
covering Financed Equipment or Obligors (to the extent not used to purchase
Substitute Equipment);


 


(d)           any
proceeds from recourse to Dealers with respect to the Receivables;


 


(e)           any
Financed Equipment that shall have secured a Receivable and that shall have
been acquired by or on behalf of the Trust;


 


(f)            all
funds on deposit from time to time in the Trust Accounts, including the Spread
Account Initial Deposit, any Principal Supplement Account Deposit, the Negative
Carry Account Initial Deposit and the Pre-Funded Amount, and all investments
and proceeds thereof (including all income thereon);


 


(g)           the
Sale and Servicing Agreement (including all rights of the Seller under the
Liquidity Receivables Purchase Agreement and the Purchase Agreement assigned to
the Issuing Entity pursuant to the Sale and Servicing Agreement);


 


(h)           [Reserved];
and


 

















 


(i)            all
present and future claims, demands, causes and choses in action in respect of
any or all of the foregoing and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion, voluntary or involuntary, into cash
or other liquid property, all cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds (to the extent not used to purchase Substitute Equipment),
condemnation awards, rights to payment of any and every kind and other forms of
obligations and receivables, instruments and other property that at any time
constitute all or part of or are included in the proceeds of any and all of the
foregoing.


 


The
foregoing Grant is made in trust to secure (x) first, the payment of
principal of and interest on, and any other amounts owing in respect of, the Class A
Notes, equally and ratably without prejudice, priority or distinction, and (y) second,
the payment of principal of and interest on, and any other amounts owing in
respect of, the Class B Notes, equally and ratably without prejudice,
priority or distinction, and to secure compliance with this Indenture.


 


BNYMTC,
as Indenture Trustee on behalf of the Noteholders, (1) acknowledges such
Grant, and (2) accepts the trusts under this Indenture in accordance with
this Indenture and agrees to perform its duties required in this Indenture and
the other Basic Documents to which it is a party in accordance with their
terms.


 


ARTICLE I


Definitions
and Incorporation by Reference


 


SECTION 1.1.              Definitions.  Capitalized terms used but not otherwise
defined herein are defined in Appendix A hereto.


 


SECTION 1.2.              Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision
of the TIA, the provision is incorporated by reference in and made a part of
this Indenture. The following terms, where used in the TIA, shall have the
following meanings for the purposes hereof:


 


“Commission”
means the Securities and Exchange Commission.


 


“indenture
securities” means the Notes.


 


“indenture
security holder” means a Noteholder.


 


“indenture
to be qualified” means this Indenture.


 


“indenture
trustee” or “institutional trustee” means the Indenture Trustee.


 


“obligor”
on the indenture securities means the Issuing Entity and any other obligor on
the indenture securities.


 


2
















 


All
other TIA terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by Commission rule have the
meaning assigned to them by such definitions.


 


SECTION 1.3.              Other Definitional Provisions.  (a)  All terms defined in this Agreement
shall have the defined meanings when used in any certificate or other document
made or delivered pursuant hereto unless otherwise defined therein.


 


(b)           As used in this
Agreement and in any certificate or other document made or delivered pursuant
hereto, accounting terms not defined in this Agreement or in any such
certificate or other document, and accounting terms partly defined in this
Agreement or in any such certificate or other document to the extent not
defined, shall have the respective meanings given to them under generally
accepted accounting principles as in effect on the date hereof.  To the extent that the definitions of
accounting terms in this Agreement or in any such certificate or other document
are inconsistent with the meanings of such terms under generally accepted
accounting principles, the definitions contained in this Agreement or in any
such certificate or other document shall control.


 


(c)           The words “hereof”, “herein”,
“hereunder” and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement; Section, Schedule and Exhibit references contained in this
Agreement are references to Sections, Schedules and Exhibits in or to this
Agreement unless otherwise specified; and the term “including” shall mean “including,
without limitation,”.


 


(d)           The definitions
contained in this Agreement are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine and
neuter genders of such terms.


 


(e)           References to any
law or regulation refer to that law or regulation as amended from time to time
and include any successor law or regulation.


 


(f)            References to any
agreement refer to that agreement as from time to time amended or supplemented
or as the terms of such agreement are waived or modified in accordance with its
terms.


 


(g)           References to any
Person include that Person’s successors and assigns.


 


ARTICLE II


The Notes


 


SECTION 2.1.              Form. 
The A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes and Class B Notes,
together with the Indenture Trustee’s certificate of authentication, shall be
in substantially the forms set forth in Exhibits
A-1, A-2, A-3, A-4 and A-5 respectively, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon, as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. 
Any portion of the 


 


3

















 


text
of any Note may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Note.


 


The
Definitive Notes shall be typewritten, printed, lithographed or engraved or
produced by any combination of these methods (with or without steel engraved
borders), all as determined by the officers executing such Notes, as evidenced
by their execution of such Notes.


 


Each
Note shall be dated the date of its authentication.  The terms of the Notes set forth in Exhibits A-1, A-2, A-3, A-4 and A-5 are
part of the terms of this Indenture.


 


SECTION 2.2.              Execution, Authentication and Delivery.  The Notes shall be executed on behalf of the
Issuing Entity by any of its Authorized Officers.  The signature of any such Authorized Officer
on the Notes may be manual or facsimile.


 


Notes
bearing the manual or facsimile signature of individuals who were at the time
of signature Authorized Officers of the Issuing Entity shall bind the Issuing
Entity, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Notes or did
not hold such offices at the date of such Notes.


 


The
Indenture Trustee shall upon Issuing Entity Order authenticate and deliver A-1
Notes, A-2 Notes, A-3 Notes, A-4 Notes and Class B Notes for original
issue in an aggregate principal amount of $217,400,000, $130,000,000,
$373,000,000, $280,600,000 and $30,959,000, respectively.  The Outstanding Amount of A-1 Notes, A-2
Notes, A-3 Notes, A-4 Notes and Class B Notes at any time may not exceed
such respective amounts except as provided in Section 2.5.


 


Each
Note shall be dated the date of its authentication.  The Notes shall be issuable as registered
Notes in the minimum denomination of $1,000 and in greater whole-dollar
denominations in excess thereof.


 


No
Note shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose, unless there appears on such Note a certificate of
authentication substantially in the form provided for herein executed by the
Indenture Trustee by the manual signature of one of its authorized signatories,
and such certificate of authentication shall be conclusive evidence, and the
only evidence, that such Note has been duly authenticated and delivered
hereunder.


 


SECTION 2.3.              Temporary Notes.  Pending the preparation of Definitive Notes,
the Issuing Entity may execute, and upon receipt of an Issuing Entity Order,
the Indenture Trustee shall authenticate and deliver, temporary Notes that are
printed, lithographed, typewritten, mimeographed or otherwise produced, of the
tenor of the Definitive Notes in lieu of which they are issued and with such
variations not inconsistent with this Indenture as the Authorized Officers
executing such Notes may determine, as evidenced by their execution of such
Notes.


 


If
temporary Notes are issued, the Issuing Entity will cause Definitive Notes to
be prepared without unreasonable delay. 
After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes upon surrender of the temporary Notes at the
office or agency of the Issuing Entity to be maintained as provided in Section 3.2,
without charge 


 


4

















 


to the Holder.  Upon surrender for cancellation of any one or
more temporary Notes, the Issuing Entity shall execute and the Indenture
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of Definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes shall
in all respects be entitled to the same benefits under this Indenture as if
they were Definitive Notes.


 


SECTION 2.4.              Registration; Registration of Transfer and Exchange.  The Issuing Entity shall cause to be kept a
register (the “Note Register”) in
which, subject to such reasonable regulations as it may prescribe, the Issuing
Entity shall provide for the registration of Notes and the registration of
transfers of Notes.  The Indenture
Trustee shall be the “Note Registrar”
for the purpose of registering Notes and transfers of Notes as herein
provided.  Upon any resignation of any
Note Registrar, the Issuing Entity shall promptly appoint a successor or, if it
elects not to make such an appointment, assume the duties of the Note
Registrar.


 


If
a Person other than the Indenture Trustee is appointed by the Issuing Entity as
the Note Registrar, the Issuing Entity will give the Indenture Trustee prompt
written notice of the appointment of such Note Registrar and of the location,
and any change in the location, of the Note Register, and the Indenture Trustee
shall have the right to inspect the Note Register at all reasonable times, to
obtain copies thereof and to rely upon a certificate executed on behalf of the
Note Registrar by an Executive Officer thereof as to the names and addresses of
the Holders of the Notes and the principal amounts and number of such Notes.


 


Upon
surrender for registration of transfer of any Note at the office or agency of
the Issuing Entity to be maintained as provided in Section 3.2, if the
requirements of Section 8-401(a) of the UCC are met (provided, this requirement
will only apply to transfers of Class B Notes following (i) the
transfer of the Class B Notes to an entity unaffiliated with the
Originator and (ii) the exchange of the Class B Notes for Class B
Notes registered in the name of a Clearing Agency (or its nominee)), the
Issuing Entity shall execute, the Indenture Trustee shall authenticate and the
Noteholder shall obtain from the Indenture Trustee, in the name of the
designated transferee or transferees, one or more new Notes in any authorized
denominations of a like aggregate principal amount.


 


At
the option of the Holder, Notes may be exchanged for other new Notes of the
same Class in any authorized denominations of a like aggregate principal
amount, upon surrender of the Notes to be exchanged at such office or
agency.  Whenever any Notes are so
surrendered for exchange, if the requirements of Section 8-401(a) of
the UCC are met (provided, this requirement will only apply to exchanges of Class B
Notes following (i) the transfer of the Class B Notes to an entity
unaffiliated with the Originator and (ii) the exchange of the Class B
Notes for Class B Notes registered in the name of a Clearing Agency (or
its nominee)), the Issuing Entity shall execute, the Indenture Trustee shall
authenticate and the Noteholder shall obtain from the Indenture Trustee, the
Notes that the Noteholder making the exchange is entitled to receive.


 


By
its acquisition of a Note or any interest therein, each purchaser or transferee
shall be deemed to represent and warrant that either (a) it is not an “employee
benefit plan” within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of ERISA, a “plan” as
defined in Section 4975 of the Internal 


 


5

















 


Revenue Code of 1986, as
amended (the “Code”), an entity
deemed to hold “plan assets” of any of the foregoing or a “governmental plan”
as defined in Section 3(32) of ERISA that is subject to any law
substantially similar to ERISA or Section 4975 of the Code or (b) the
acquisition and holding of the Note or any interest therein will not result in
a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975
of the Code or any substantially similar applicable law.


 


All
Notes issued upon any registration of transfer or exchange of Notes shall be
the valid obligations of the Issuing Entity, evidencing the same debt and
entitled to the same benefits under this Indenture as the Notes surrendered
upon such registration of transfer or exchange.


 


No
transfer of a Class B Note shall be made unless such transfer is made
pursuant to an effective registration statement under the Securities Act of
1933 (the “Securities Act”) and
any applicable state securities laws or is exempt from the registration
requirements under said Securities Act and such state securities laws. In the
event that a transfer is to be made in reliance upon an exemption from the
Securities Act and such laws, in order to assure compliance with the Securities
Act and such laws, there shall be delivered to the Issuing Entity and to the
Indenture Trustee a letter in substantially the form of Exhibit C (the “Rule 144A Letter”).  Notwithstanding the preceding sentence or
anything else herein, any transfer of the Class B Notes to the Depositor,
the Originator or any of their Affiliates on the Closing Date, and any transfer
from any of such entities to its Affiliate, and any transfer from any such
entity to an initial purchaser(s) pursuant to an exemption from the
registration requirements, will not require the delivery of a Rule 144A
Letter and may be made regardless of whether such entity is a “qualified
institutional buyer” as defined in the Securities Act.  The Issuing Entity shall provide to any Holder
of a Class B Note and any prospective transferee designated by any such
Holder, information regarding the Class B Notes and the Receivables and
such other information as shall be necessary to satisfy the condition to
eligibility set forth in Rule 144A(d)(4) for transfer of any such Class B
Note without registration thereof under the Securities Act pursuant to the
registration exemption provided by Rule 144A. The Indenture Trustee and
the Servicer shall cooperate with the Issuing Entity in providing the Rule 144A
information referenced in the preceding sentence, including providing to the
Issuing Entity such information regarding the Class B Notes, the
Receivables and other matters regarding the Trust Estate as the Issuing Entity
shall reasonably request to meet its obligation under the preceding sentence.
Each Holder of a Class B Note desiring to effect such transfer shall, and
does hereby agree to, indemnify the Indenture Trustee, the Issuing Entity, the
Seller and the Servicer against any liability that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.


 


Every
Class A Note, and every Class B Note (but, with respect to Class B
Notes only, only with respect to transfers following (i) the transfer of
the Class B Notes to an entity unaffiliated with the Originator and (ii) the
exchange of the Class B Notes for Class B Notes registered in the
name of a Clearing Agency (or its nominee)), presented or surrendered for
registration of transfer or exchange shall be duly endorsed by, or be
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing, with such signature guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Securities Transfer
Agent’s Medallion 


 


6

















 


Program (“STAMP”) or such other “signature guarantee
program” as may be determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Exchange Act.


 


No
service charge shall be made to a Holder for any registration of transfer or
exchange of Notes, but the Issuing Entity may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Sections 2.3 or 9.6 not involving any transfer.


 


SECTION 2.5.              Mutilated, Destroyed, Lost or Stolen Notes.  If: (i) any mutilated Note is
surrendered to the Indenture Trustee, or the Indenture Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, and
(ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by the Indenture Trustee and the Issuing Entity to
hold the Indenture Trustee and the Issuing Entity, respectively, harmless,
then, in the absence of notice to the Issuing Entity, the Note Registrar or the
Indenture Trustee that such Note has been acquired by a bona fide purchaser,
and provided that the requirements of Section 8-405 of the UCC are met,
the Issuing Entity shall execute, and upon its request the Indenture Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a replacement Note of the same
Class; provided, however, that if any such destroyed, lost
or stolen Note, but not a mutilated Note, shall have become, or within seven
days shall be, due and payable, or shall have been called for redemption,
instead of issuing a replacement Note, the Issuing Entity may pay such
destroyed, lost or stolen Note when so due or payable or upon the Redemption
Date without surrender thereof.  If,
after the delivery of such replacement Note (or payment of a destroyed, lost or
stolen Note pursuant to the proviso to the preceding sentence), a bona fide
purchaser of the original Note in lieu of which such replacement Note was
issued presents for payment such original Note, the Issuing Entity and the
Indenture Trustee shall be entitled to recover such replacement Note (or such
payment) from the Person to whom it was delivered or any Person taking such
replacement Note from such Person to whom such replacement Note was delivered
(or payment made) or any assignee of such Person, except a bona fide purchaser,
and shall be entitled to recover upon the security or indemnity provided
therefor to the extent of any loss, damage, cost or expense incurred by the
Issuing Entity or the Indenture Trustee in connection therewith.


 


Upon
the issuance of any replacement Note under this Section, the Issuing Entity may
require the payment by the Holder of such Note of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and
any other reasonable expenses (including the fees and expenses of the Indenture
Trustee) connected therewith.


 


Every
replacement Note issued pursuant to this Section in replacement of any
mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuing Entity, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.


 


7

















 


The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.


 


SECTION 2.6.              Persons Deemed Owner.  Prior to due presentment for registration of
transfer of any Note, the Issuing Entity, the Indenture Trustee and any agent
of the Issuing Entity or the Indenture Trustee may treat the Person in whose
name any Note is registered (as of the day of determination) as the owner of
such Note for the purpose of receiving payments of principal and interest, if
any, on such Note and for all other purposes whatsoever, whether or not such
Note be overdue, and neither the Issuing Entity, the Indenture Trustee nor any
agent of the Issuing Entity or the Indenture Trustee shall be affected by
notice to the contrary.


 


SECTION 2.7.              Payment of Principal and
Interest; Defaulted Interest. 
(a)  The A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes and Class B
Notes shall accrue interest at the A-1 Note Rate, the A-2 Note Rate, the A-3
Note Rate, the A-4 Note Rate and the Class B Note Rate, respectively, and
such interest shall be payable on each Payment Date, subject to Section 3.1.  Any installment of interest or principal, if
any, payable on any Note that is punctually paid or duly provided for by the
Issuing Entity on the applicable Payment Date shall be paid to the Person in
whose name such Note (or one or more Predecessor Notes) is registered on the
Record Date by check mailed first-class, postage prepaid, to such Person’s
address as it appears on the Note Register on such Record Date.  However, unless Definitive Notes have been
issued, with respect to Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede &
Co.), payment will be made by wire transfer in immediately available funds to
the account designated by such nominee. In addition, so long as Definitive
Notes have been issued with respect to the Class B Notes and the
Originator or its Affiliate is the entity in whose name such Class B Notes
are registered on the Record Date, payment will be made by wire transfer in
immediately available funds to the account designated by the Originator or such
Affiliate.  Notwithstanding the above,
the final installment of principal payable with respect to such Note (and
except for the Redemption Price for any Note called for redemption pursuant to Section 10.1(a))
shall be payable as provided in clause
(b)(ii).  The funds
represented by any such checks returned undelivered shall be held in accordance
with Section 3.3.


 


(b)           (i)  The
principal of each Note shall be payable in installments on each Payment Date as
provided in this Indenture, and except as provided below each such installment
shall be due and payable only to the extent that there are funds available to
make the payment in accordance with the Basic Documents.  Notwithstanding the foregoing:  (A) the entire Outstanding Amount of
each Class of Notes shall be due and payable on the related Class Final
Scheduled Maturity Date, and (B) the entire Outstanding Amount of all
Classes of Notes shall be due and payable, ratably to all Noteholders, on any
date on which an Event of Default shall have occurred and be continuing if the
Indenture Trustee or the Holders of Notes representing not less than a majority
of the Outstanding Amount of the Notes have declared the Notes to be
immediately due and payable in the manner provided in Section 5.2.  All principal payments on the Class A-1
Notes shall be made pro rata to the Noteholders of the Class A-1
Notes.  All principal payments on the Class A-2
Notes shall be made pro rata to the Noteholders of the Class A-2 Notes.
All principal payments on the Class A-3 Notes shall be made pro rata to
the 


 


8

















 


Noteholders
of the Class A-3 Notes.  All
principal payments on the Class A-4 Notes shall be made pro rata to the
Noteholders of the Class A-4 Notes. 
All principal payments on the Class B Notes shall be made pro rata
to the Noteholders of the Class B Notes.


 


(ii)           The
Indenture Trustee shall notify the Person in whose name a Note is registered at
the close of business on the Record Date preceding the Payment Date on which
the Issuing Entity expects that the final installment of principal of and
interest on such Note will be paid. Such notice shall be mailed no later than
five Business Days prior to such final Payment Date and shall specify that such
final installment will be payable only upon presentation and surrender of such
Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment. Notices in connection with
redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.


 


(c)           If the Issuing
Entity defaults in a payment of interest on the Notes, the Issuing Entity shall
pay, in any lawful manner, defaulted interest (plus interest on such defaulted
interest to the extent lawful) at the applicable interest rate from the Payment
Date for which such payment is in default. 
The Issuing Entity may pay such defaulted interest to the Persons who
are Noteholders on a subsequent special record date, which date shall be at
least five Business Days prior to the special payment date.  The Issuing Entity shall fix or cause to be
fixed any such special record date and special payment date, and, at least 15
days before any such special record date, shall mail to each Noteholder a
notice that states the special record date, the special payment date and the
amount of defaulted interest to be paid.


 


SECTION 2.8.              Cancellation.  All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly canceled by the Indenture Trustee.  The Issuing Entity may at any time deliver to
the Indenture Trustee for cancellation any Notes previously authenticated and
delivered hereunder that the Issuing Entity may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly canceled by the
Indenture Trustee.  No Notes shall be
authenticated in lieu of or in exchange for any Notes canceled as provided in
this Section except as expressly permitted by this Indenture.  All canceled Notes may be held or disposed of
by the Indenture Trustee in accordance with its standard retention or disposal
policy as in effect at the time unless the Issuing Entity shall direct by an
Issuing Entity Order that they be returned to it; provided, that such Issuing
Entity Order is timely and the Notes have not been previously disposed of by
the Indenture Trustee.


 


SECTION 2.9.              Release of Collateral.  Subject to Sections 8.4 and 11.1 and the
Basic Documents, the Indenture Trustee shall release property from the Lien of
this Indenture only upon receipt of an Issuing Entity Request accompanied by an
Officer’s Certificate, an Opinion of Counsel and Independent Certificates in
accordance with TIA §§314(c) and 314(d)(l), or an Opinion of Counsel in
lieu of such Independent Certificates to the effect that the TIA does not
require any such Independent Certificates.


 


SECTION 2.10.            Book-Entry Notes.  The Class A Notes, upon original
issuance, and at any time after the Closing Date at the Depositor’s request,
the Class B Notes, will be issued in the form of typewritten Notes
representing the Book-Entry Notes, to be delivered to 


 


9

















 


The
Depository Trust Company (“DTC”)
(the initial Clearing Agency), or its custodian, by, or on behalf of, the
Issuing Entity. Such Class A Notes shall initially (and such Class B
Notes shall, upon the Depositor’s request) be registered on the Note Register
in the name of Cede & Co., the nominee of the initial Clearing Agency,
and no Note Owner of such Note will receive a Definitive Note representing such
Note Owner’s interest in such Note, except as provided in Section 2.12,
and except with respect to the Class B Notes, which will initially be
issued as Definitive Notes registered in the name of CNH Capital America
LLC.  Unless and until definitive, fully
registered Notes (the “Definitive Notes”)
representing Class A Notes have been issued to Note Owners, and with
respect to Class B Notes, for the period beginning when such Class B
Notes are no longer held as Definitive Notes until such Class B Notes are
again held as Definitive Notes:


 


(i)            this
Section shall be in full force and effect;


 


(ii)           the
Note Registrar and the Indenture Trustee may deal with the Clearing Agency for
all purposes (including the payment of principal of and interest on the
applicable Notes) as the authorized representative of the Note Owners;


 


(iii)          to
the extent that this Section conflicts with any other provisions of this
Indenture, this Section shall control;


 


(iv)          the
rights of Note Owners shall be exercised only through the Clearing Agency and
shall be limited to those established by law and agreements between such Note
Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant
to the Note Depository Agreement.  Unless
and until Definitive Notes are issued (and, with respect to the Class B
Notes, for any period during which no Definitive Notes are issued), the
Clearing Agency will make book-entry transfers among the Clearing Agency
Participants and receive and transmit payments of principal of and interest on
the applicable Notes to such Clearing Agency Participants; and


 


(v)           whenever
this Indenture requires or permits actions to be taken based upon instructions
or directions of Holders of Notes evidencing a specified percentage of the
Outstanding Amount of the Notes (or a Class of Notes), the Clearing Agency
shall be deemed to represent such percentage only to the extent that it has
received instructions to such effect from Note Owners and/or Clearing Agency
Participants owning or representing, respectively, such required percentage of
the beneficial interest in the Notes (or Class of Notes) and has delivered
such instructions to the Indenture Trustee.


 


SECTION 2.11.            Notices to Clearing Agency.  Whenever a notice or other communication to
the Noteholders is required under this Indenture, unless and until Definitive
Notes for the Class A Notes have been issued (and, with respect to the Class B
Notes, for any period during which no Definitive Notes are issued) to Note
Owners, the Indenture Trustee shall give all such notices and communications to
the Clearing Agency.


 


SECTION 2.12.            Definitive Notes.  Notes initially or subsequently cleared
through a clearing agency may be issued in definitive, fully registered
certificated form to Noteholders if requested by the DTC participants to whom
the Notes are credited and in 


 


10

















 


accordance
with DTC’s rules and procedures. 
Upon any surrender to the Indenture Trustee of the typewritten Notes
representing the Book-Entry Notes by the Clearing Agency, accompanied by
registration instructions, the Issuing Entity shall execute, and the Indenture
Trustee shall authenticate, the Definitive Notes in accordance with the
instructions of the Clearing Agency.  None
of the Issuing Entity, the Note Registrar or the Indenture Trustee shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be fully protected in relying on, such instructions.  Upon the issuance of Definitive Notes, the
Indenture Trustee shall recognize the Holders of the Definitive Notes as
Noteholders.  In addition, Notes issued
as Definitive Notes from time to time may be subsequently issued as Book-Entry
Notes and cleared through a Clearing Agency at the request of applicable
Holders of the Definitive Notes.  The Class B
Notes are initially issued only as registered Definitive Notes without coupons
in denominations specified herein.


 


SECTION 2.13.            Tax Treatment.  It is the intent of the Seller, the Servicer,
the Noteholders and the Note Owners that, for purposes of federal and State
income tax and any other tax measured in whole or in part by income, until the
Certificates are held by other than the Seller, the Trust be disregarded as an
entity separate from the Seller and the Notes be treated as debt of the
Seller.  At such time that the
Certificates are held by more than one Person, it is the intent of the Seller,
the Servicer, the Noteholders and the Note Owners that, for such tax purposes,
the Trust be treated as a partnership and the Notes be treated as debt of the
Trust.  Each Noteholder or Note Owner, by
acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in
a Note, agrees to treat, and to take no action inconsistent with the treatment
of, the Notes for such tax purposes as provided in this Section 2.13.


 


ARTICLE III


Covenants


 


SECTION 3.1.              Payment of Principal and Interest.  The Issuing Entity will duly and punctually
pay the principal and interest, if any, on the Notes in accordance with the
terms of the Notes and this Indenture. 
Without limiting the foregoing, subject to Sections 8.2(c) and (e),
the Issuing Entity will cause to be distributed to Holders of the Notes all
amounts on deposit in the Note Distribution Account on a Payment Date deposited
therein for the benefit of the Notes pursuant to the Sale and Servicing
Agreement.  Amounts properly withheld
under the Code or any applicable State law by any Person from a payment to any
Noteholder of interest and/or principal shall be considered as having been paid
by the Issuing Entity to such Noteholder for all purposes of this Indenture.


 


SECTION 3.2.              Maintenance of Office or Agency.  The Issuing Entity will maintain in the
Borough of Manhattan, The City of New York, an office or agency where Notes may
be surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Issuing Entity in respect of the Notes and this
Indenture may be served.  The Issuing Entity
hereby initially appoints the Indenture Trustee to serve as its agent for the
foregoing purposes.  The Issuing Entity
will give prompt written notice to the Indenture Trustee of the location, and
of any change in the location, of any such office or agency.  If at any time the Issuing Entity shall fail
to maintain any such office or agency or shall fail to furnish the Indenture
Trustee with the address thereof, such surrenders, notices and demands may be
made 


 


11

















 


or
served at the Corporate Trust Office, and the Issuing Entity hereby appoints
the Indenture Trustee as its agent to receive all such surrenders, notices and
demands.


 


SECTION 3.3.              Money for Payments To Be Held in Trust.  As provided in Sections 8.2(a) and (b),
all payments of amounts due and payable with respect to any Notes that are to
be made from amounts withdrawn from the Collection Account and the Note
Distribution Account pursuant to Section 8.2(c) or Section 8.2(e),
as applicable, shall be made on behalf of the Issuing Entity by the Indenture
Trustee or by another Paying Agent, and no amounts so withdrawn from the
Collection Account and the Note Distribution Account for payments of Notes
shall be paid over to the Issuing Entity except as provided in this Section.


 


One
Business Day prior to each Payment Date and Redemption Date, the Issuing Entity
shall deposit or cause to be deposited in the Note Distribution Account an
aggregate sum sufficient to pay the amounts then becoming due under the Notes,
such sum to be held in trust for the benefit of the Persons entitled thereto
and (unless the Paying Agent is the Indenture Trustee) shall promptly notify
the Indenture Trustee of its action or failure so to act.


 


Any
Paying Agent shall be appointed by Issuing Entity Order with written notice
thereof to the Indenture Trustee.  Any
Paying Agent appointed by the Issuing Entity shall be a Person who would be
eligible to be Indenture Trustee hereunder as provided in Section 6.11.


 


The
Issuing Entity will cause each Paying Agent other than the Indenture Trustee to
execute and deliver to the Indenture Trustee an instrument in which such Paying
Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts
as Paying Agent, it hereby so agrees), subject to the provisions of this Section,
that such Paying Agent will:


 


(i)            hold
in trust all sums held by it for the payment of amounts due with respect to the
Notes in trust for the benefit of the Persons entitled thereto until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
pay such sums to such Persons as herein provided;


 


(ii)           give
the Indenture Trustee notice of any default by the Issuing Entity (or any other
obligor upon the Notes) of which it has actual knowledge in the making of any
payment required to be made with respect to the Notes;


 


(iii)          at
any time during the continuance of any such default, upon the written request
of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so
held in trust by such Paying Agent;


 


(iv)          immediately
resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums
held by it in trust for the payment of Notes if at any time it ceases to meet
the standards required to be met by a Paying Agent; and


 


(v)           comply
with all requirements of the Code and any applicable State law with respect to
the withholding from any payments made by it on any Notes of any applicable
withholding taxes imposed thereon and with respect to any applicable reporting
requirements in connection therewith.


 


12

















 


The
Issuing Entity may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, by Issuing Entity
Order, direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trusts as those upon which the sums were held by such Paying Agent;
and upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such money.


 


Subject
to applicable laws with respect to escheat of funds, any money held by the
Indenture Trustee or any Paying Agent in trust for the payment of any amount
due with respect to any Note and remaining unclaimed for two years after such
amount has become due and payable shall be discharged from such trust and be
paid to the Issuing Entity on Issuing Entity Order; and the Holder of such Note
shall thereafter, as an unsecured general creditor, look only to the Issuing
Entity for payment thereof (but only to the extent of the amounts so paid to
the Issuing Entity), and all liability of the Indenture Trustee or such Paying
Agent with respect to such trust money shall thereupon cease; provided, however,
that the Indenture Trustee or such Paying Agent, before being required to make
any such repayment, shall at the expense and direction of the Issuing Entity
cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in the
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Issuing Entity.  The
Indenture Trustee shall also adopt and employ, at the expense of the Issuing
Entity, any other reasonable means of notification of such repayment (including
mailing notice of such repayment to Holders whose Notes have been called but
have not been surrendered for redemption or whose right to or interest in
monies due and payable but not claimed is determinable from the records of the
Indenture Trustee or of any Paying Agent, at the last address of record for
each such Holder).


 


SECTION 3.4.              Existence.  The Issuing Entity will keep in full effect
its existence, rights and franchises as a statutory trust under the laws of the
jurisdiction of its organization and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the
Notes, the Collateral and each other instrument or agreement included in the
Trust Estate.


 


SECTION 3.5.              Protection of the Trust Estate.  The Issuing Entity will from time to time
execute and deliver all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further assurance
and other instruments, and will take such other action necessary or advisable
to:


 


(i)            maintain
or preserve the Lien and security interest (and the priority thereof) of this
Indenture or carry out more effectively the purposes hereof;


 


(ii)           perfect,
publish notice of or protect the validity of any Grant made or to be made by
this Indenture;


 


(iii)          enforce
any of the Collateral; or


 


13

















 


(iv)          preserve
and defend title to the Trust Estate and the rights of the Indenture Trustee
and the Noteholders in such Trust Estate against the claims of all Persons.


 


The
Issuing Entity hereby designates the Indenture Trustee as its agent and
attorney-in-fact to execute any financing statement, continuation statement,
instrument of further assurance or other instrument required to be executed to
accomplish the foregoing.


 


SECTION 3.6.              Opinions as to the Trust Estate.  (a)  On the Closing Date, the Issuing
Entity shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken or
will be taken with respect to the recording and filing of this Indenture, any
indentures supplemental hereto and any other requisite documents, and with
respect to the execution and filing of any financing statements and
continuation statements, as are necessary to perfect and make effective the
Lien and security interest created by this Indenture and reciting the details
of such action, or stating that, in the opinion of such counsel, no such action
is necessary to make such Lien and security interest effective.


 


(b)           On or before April 30
in each calendar year commencing in the calendar year 2010 the Issuing Entity
shall furnish to the Indenture Trustee an Opinion of Counsel either stating
that, in the opinion of such counsel, such action has been taken with respect
to the recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents, and with respect
to the execution and filing of any financing statements and continuation
statements, as is necessary to maintain the Lien and security interest of this
Indenture and reciting the details of such action, or stating that in the
opinion of such counsel no such action is necessary to maintain such Lien and
security interest.  Such Opinion of
Counsel shall also describe the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents, and the execution and filing of any financing statements, amendments
to financing statements and continuation statements, that will, in the opinion
of such counsel, be required to maintain the Lien and security interest of this
Indenture until April 30 in the following calendar year.


 


SECTION 3.7.              Performance of Obligations; Servicing of Receivables.  (a)  The Issuing Entity will not take
any action and will use its best efforts not to permit any action to be taken
by others that would release any Person from any material covenants or
obligations under any instrument or agreement included in the Trust Estate or
that would result in the amendment, hypothecation, subordination, termination
or discharge of, or impair the validity or effectiveness of, any such instrument
or agreement, except as expressly provided in this Indenture, the Sale and
Servicing Agreement or such other instrument or agreement.


 


(b)           The Issuing Entity
may contract with other Persons to assist it in performing its duties under
this Indenture, and any performance of such duties by a Person identified to
the Indenture Trustee in an Officer’s Certificate of the Issuing Entity shall
be deemed to be action taken by the Issuing Entity.  Initially, the Issuing Entity has contracted
with the Servicer and the Administrator to assist the Issuing Entity in
performing its duties under this Indenture.


 


14
















 


(c)           The Issuing Entity
will punctually perform and observe all of its obligations and agreements
contained in this Indenture, the other Basic Documents and in the instruments
and agreements included in the Trust Estate, including filing or causing to be
filed all UCC financing statements and continuation statements required to be
filed by this Indenture and the Sale and Servicing Agreement in accordance with
and within the time periods provided for herein and therein.  Except as otherwise expressly provided
therein, the Issuing Entity shall not waive, amend, modify, supplement or
terminate any Basic Document or any provision thereof without the consent of
the Indenture Trustee or the Holders of at least a majority of the Outstanding
Amount of the Notes.


 


(d)           If the Issuing
Entity shall have knowledge of the occurrence of a Servicer Default, the
Issuing Entity shall promptly notify the Indenture Trustee and the Rating
Agencies thereof, and shall specify in such notice the action, if any, the
Issuing Entity is taking with respect to such default.  If a Servicer Default shall arise from the
failure of the Servicer to perform any of its duties or obligations under the
Sale and Servicing Agreement with respect to the Receivables, the Issuing
Entity shall take all reasonable steps available to it to remedy such failure.


 


(e)           As promptly as
possible after the giving of notice of termination to the Servicer of the
Servicer’s rights and powers pursuant to Section 8.1 of the Sale and
Servicing Agreement, the Backup Servicer shall become the successor servicer
(the “Successor Servicer”) (or if
there is no Backup Servicer on such date, then the Issuing Entity shall appoint
a Successor Servicer acceptable to the Indenture Trustee), and such Successor
Servicer shall accept its appointment by a written assumption in a form
acceptable to the Indenture Trustee.  In
the event that a Successor Servicer has not been appointed and accepted its
appointment at the time when the previous Servicer ceases to act as Servicer,
the Indenture Trustee without further action shall automatically be appointed
as the Successor Servicer. 
Notwithstanding the above, the Indenture Trustee shall, if it is unable
to so act, (i) notify the Issuing Entity of its resignation as Successor
Servicer and (ii) appoint or petition a court of competent jurisdiction to
appoint any established institution, having a net worth of not less than
$50,000,000 and whose regular business shall include the servicing of equipment
receivables as the successor to the Servicer under the Sale and Servicing
Agreement.  In accordance with Section 8.2
of the Sale and Servicing Agreement, the Issuing Entity shall enter into an
agreement with such Successor Servicer for the servicing of the Receivables
(such agreement to be in form and substance satisfactory to the Indenture
Trustee).  If the Indenture Trustee shall
succeed to the previous Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its
individual capacity and not in its capacity as Indenture Trustee and,
accordingly, the provisions of Article VI shall be inapplicable to the
Indenture Trustee in its duties as the Successor Servicer and the servicing of
the Receivables.  In case the Indenture
Trustee shall become the Successor Servicer under the Sale and Servicing
Agreement, the Indenture Trustee shall be entitled to act through or appoint as
Servicer any one of its Affiliates; provided, that it shall be fully liable for
the actions and omissions of such Affiliate in its capacity as Successor Servicer.  Notwithstanding anything else herein to the
contrary, in no event shall the Indenture Trustee be liable for any servicing
fee or for any differential in the amount of the Servicing Fee paid hereunder
and the amount necessary to induce any successor Servicer to act as Successor
Servicer under this Indenture and the transactions set forth or provided for
herein, or be liable for or be required to make any servicer advances.


 


15

















 


(f)            Upon any termination
of the Servicer’s rights and powers pursuant to the Sale and Servicing
Agreement, the Issuing Entity shall promptly notify the Indenture Trustee.  As soon as a Successor Servicer is appointed,
the Issuing Entity shall notify the Indenture Trustee of such appointment,
specifying in such notice the name and address of such Successor Servicer.


 


SECTION 3.8.              Negative Covenants.  So long as any Notes are Outstanding, the
Issuing Entity shall not:


 


(i)            except
as expressly permitted by this Indenture, the Purchase Agreement or the Sale
and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any
of the properties or assets of the Issuing Entity, including those included in
the Trust Estate, unless directed to do so by the Indenture Trustee;


 


(ii)           claim
any credit on, or make any deduction from the principal or interest payable in
respect of, the Notes (other than amounts properly withheld from such payments
under the Code or applicable State law) or assert any claim against any present
or former Noteholder by reason of the payment of the taxes levied or assessed
upon any part of the Trust Estate; or


 


(iii)          (A) permit
the validity or effectiveness of this Indenture to be impaired, or permit the
Lien of this Indenture to be amended, hypothecated, subordinated, terminated or
discharged, or permit any Person to be released from any covenants or
obligations with respect to the Notes under this Indenture except as may be
expressly permitted hereby, (B) permit any Lien (other than the Lien of
this Indenture) to be created on or extend to or otherwise arise upon or burden
the Trust Estate or any part thereof or any interest therein or the proceeds
thereof or (C) permit the Lien of this Indenture not to constitute a valid
first priority (other than with respect to any tax lien, mechanics’ lien or
other lien not considered a Lien) security interest in the Trust Estate.


 


SECTION 3.9.              Annual Statement as to Compliance.  The Issuing Entity will deliver to the
Indenture Trustee, within 120 days after the end of each fiscal year of the
Issuing Entity, an Officer’s Certificate, substantially in the form of Exhibit B,
stating that:


 


(i)            a
review of the activities of the Issuing Entity during such year and of
performance under this Indenture has been made under such Authorized Officer’s
supervision; and


 


(ii)           to
the best of such Authorized Officer’s knowledge, based on such review, the
Issuing Entity has complied with all conditions and covenants under this
Indenture throughout such year or, if there has been a default in the
compliance of any such condition or covenant, specifying each such default
known to such Authorized Officer and the nature and status thereof.


 


SECTION 3.10.            Issuing Entity May Consolidate, etc., Only on
Certain Terms.  (a) 
The Issuing Entity shall not consolidate or merge with or into any other
Person, unless:


 


16

















 


(i)            the
Person (if other than the Issuing Entity) formed by or surviving such
consolidation or merger shall be a Person organized and existing under the laws
of the United States of America or any State and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Indenture Trustee,
in form satisfactory to the Indenture Trustee, the due and punctual payment of
the principal of and interest on all Notes and the performance or observance of
every agreement and covenant of this Indenture on the part of the Issuing
Entity to be performed or observed, all as provided herein;


 


(ii)           immediately
after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing;


 


(iii)          the
Rating Agency Condition shall have been satisfied with respect to such
transaction;


 


(iv)          the
Issuing Entity shall have received an Opinion of Counsel (and shall have
delivered copies thereof to the Indenture Trustee) to the effect that such
transaction will not have any material adverse tax consequence to the Issuing
Entity, any Noteholder or any Certificateholder;


 


(v)           any
action that is necessary to maintain the Lien and security interest created by
this Indenture shall have been taken; and


 


(vi)          the
Issuing Entity shall have delivered to the Indenture Trustee an Officer’s
Certificate and an Opinion of Counsel each stating that such consolidation or
merger and such supplemental indenture comply with this Article III and
that all conditions precedent herein provided for relating to such transaction
have been complied with (including any filing required by the Exchange Act).


 


(b)           Except as permitted
by the Basic Documents, the Issuing Entity shall not convey or transfer any of
its properties or assets, substantially as an entirety, including those
included in the Trust Estate, to any Person, unless:


 


(i)            the
Person that acquires by conveyance or transfer the properties and assets of the
Issuing Entity the conveyance or transfer of which is hereby restricted
shall:  (A) be a United States
citizen or a Person organized and existing under the laws of the United States
of America or any State, (B) expressly assumes, by an indenture
supplemental hereto, executed and delivered to the Indenture Trustee, in form
satisfactory to the Indenture Trustee, the due and punctual payment of the
principal of and interest on all Notes and the performance or observance of
every agreement and covenant of this Indenture and the other Basic Documents on
the part of the Issuing Entity to be performed or observed, all as provided
herein, (C) expressly agrees by means of such supplemental indenture that
all right, title and interest so conveyed or transferred shall be subject and
subordinate to the rights of Holders of the Notes, (D) unless otherwise
provided in such supplemental indenture, expressly agrees to indemnify, defend
and hold harmless the Issuing Entity against and from any loss, liability or
expense arising under or related to this Indenture and the Notes and (E) expressly
agrees by means of such 


 


17

















 


supplemental indenture that such Person (or if a group of Persons, then
one specified Person) shall make all filings with the Commission (and any other
appropriate Person) required by the Exchange Act in connection with the Notes;


 


(ii)           immediately
after giving effect to such transaction, no Default or Event of Default shall
have occurred and be continuing;


 


(iii)          the
Rating Agency Condition shall have been satisfied with respect to such
transaction;


 


(iv)          the
Issuing Entity shall have received an Opinion of Counsel (and shall have
delivered copies thereof to the Indenture Trustee) to the effect that such
transaction will not have any material adverse tax consequence to the Issuing
Entity, any Noteholder or any Certificateholder;


 


(v)           any
action that is necessary to maintain the Lien and security interest created by
this Indenture shall have been taken; and


 


(vi)          the
Issuing Entity shall have delivered to the Indenture Trustee an Officer’s
Certificate and an Opinion of Counsel each stating that such conveyance or
transfer and such supplemental indenture comply with this Article III and
that all conditions precedent herein provided for relating to such transaction
have been complied with (including any filing required by the Exchange Act).


 


SECTION 3.11.            Successor or Transferee.  (a)  Upon any consolidation or merger of
the Issuing Entity in accordance with Section 3.10(a), the Person formed
by or surviving such consolidation or merger (if other than the Issuing Entity)
shall succeed to, and be substituted for, and may exercise every right and
power of, the Issuing Entity under this Indenture with the same effect as if
such Person had been named as the Issuing Entity herein.


 


(b)           Upon a conveyance or
transfer of all the assets and properties of the Issuing Entity pursuant to Section 3.10(b),
the Issuing Entity will be released from every covenant and agreement of this
Indenture to be observed or performed on the part of the Issuing Entity with
respect to the Notes immediately upon the delivery of written notice to the
Indenture Trustee stating that the Issuing Entity is to be so released.


 


SECTION 3.12.            No Other Business.  The Issuing Entity shall not engage in any
business other than as permitted in Section 2.3 of the Trust Agreement.


 


SECTION 3.13.            No Borrowing.  The Issuing Entity shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes.


 


SECTION 3.14.            Servicer’s Obligations.  The Issuing Entity shall cause the Servicer
to comply with Sections 4.8, 4.9, 4.10, 4.11
and 5.11 of the Sale and
Servicing Agreement.


 


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SECTION 3.15.            Guarantees, Loans, Advances and Other Liabilities.  Except as contemplated by the Sale and
Servicing Agreement or this Indenture, the Issuing Entity shall not make any
loan or advance or credit to, or guarantee (directly or indirectly or by an
instrument having the effect of assuring another’s payment or performance on
any obligation or capability of so doing or otherwise), endorse or otherwise
become contingently liable, directly or indirectly, in connection with the
obligations, stocks or dividends of, or own, purchase, repurchase or acquire
(or agree contingently to do so) any stock, obligations, assets or securities
of, or any other interest in, or make any capital contribution to, any other Person.


 


SECTION 3.16.            Capital Expenditures.  The Issuing Entity shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).


 


SECTION 3.17.            Removal of Administrator.  So long as any Notes are Outstanding, the
Issuing Entity shall not remove the Administrator without cause unless the
Rating Agency Condition shall have been satisfied in connection with such
removal.


 


SECTION 3.18.            Restricted Payments.  The Issuing Entity shall not, directly or
indirectly:  (i) pay any dividend or
make any distribution (by reduction of capital or otherwise), whether in cash,
property, securities or a combination thereof, to the Trustee or any owner of a
beneficial interest in the Issuing Entity or otherwise with respect to any
ownership or equity interest or security in or of the Issuing Entity or to the
Servicer or the Administrator, (ii) redeem, purchase, retire or otherwise
acquire for value any such ownership or equity interest or security or (iii) set
aside or otherwise segregate any amounts for any such purpose; provided,
however, that the Issuing Entity may make, or cause to be made, distributions
to the Servicer, the Trustee, the Certificateholders and the Administrator as
contemplated by, and to the extent funds are available for such purpose under,
the Sale and Servicing Agreement.  The
Issuing Entity will not, directly or indirectly, make payments to or
distributions from the Collection Account except in accordance with this
Indenture and the other Basic Documents.


 


SECTION 3.19.            Notice of Events of Default.  The Issuing Entity shall give the Indenture
Trustee and the Rating Agencies prompt written notice of each Event of Default
hereunder, each default on the part of the Servicer or the Seller of its obligations
under the Sale and Servicing Agreement and each default on the part of CNHCA of
its obligations under the Purchase Agreement.


 


SECTION 3.20.            Further Instruments and Acts.  Upon request of the Indenture Trustee, the
Issuing Entity will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.


 


SECTION 3.21.            Perfection Representation.  The Issuing Entity further makes all the
representations, warranties and covenants set forth in Schedule P.


 


19

















 


ARTICLE IV


Satisfaction
and Discharge


 


SECTION 4.1.              Satisfaction and Discharge of Indenture.  This Indenture shall cease to be of further
effect with respect to the Notes except as to: 
(i) rights of registration of transfer and exchange, (ii) substitution
of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders
to receive payments of principal thereof and interest thereon, (iv) [Reserved],
(v) Sections 3.3, 3.4, 3.5, 3.8, 3.10,
3.12 and 3.13, (vi) the
rights, obligations and immunities of the Indenture Trustee hereunder
(including the rights of the Indenture Trustee under Section 6.7 and the obligations of the Indenture
Trustee under Section 4.2)
and (vii) the rights of Noteholders as beneficiaries hereof with respect
to the property so deposited with the Indenture Trustee payable to all or any
of them, and the Indenture Trustee, on demand of and at the expense of the
Issuing Entity, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to the Notes, when:


 


(A)          either:


 


(1)           all Notes
theretofore authenticated and delivered (other than:  (i) Notes that have been destroyed, lost
or stolen and that have been replaced or paid as provided in Section 2.5 and (ii) Notes for
whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Issuing Entity and thereafter repaid to the Issuing Entity
or discharged from such trust, as provided in Section 3.3)
have been delivered to the Indenture Trustee for cancellation; or


 


(2)           all Notes not
theretofore delivered to the Indenture Trustee for cancellation:


 


(i)            have
become due and payable,


 


(ii)           will
become due and payable on the respective Class Final Scheduled Maturity
Date within one year, or


 


(iii)          are
to be called for redemption within one year under arrangements satisfactory to
the Indenture Trustee for the giving of notice of redemption by the Indenture
Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing
Entity, in the case of clause (2)(i),
(ii) or (iii), has irrevocably deposited or caused
to be irrevocably deposited with the Indenture Trustee cash or direct
obligations of or obligations guaranteed by the United States of America (which
will mature prior to the date such amounts are payable), in trust for such
purpose, in an amount sufficient to pay and discharge the entire indebtedness
on such Notes not theretofore delivered to the Indenture Trustee for
cancellation when due to the respective Class Final Scheduled Maturity
Date or Redemption Date (if Notes shall have been called for redemption
pursuant to Section 10.1(a)),
as the case may be;


 


20

















 


(B)           the Issuing Entity
has paid or caused to be paid all other sums payable hereunder by the Issuing
Entity; and


 


(C)           the Issuing Entity
has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of
Counsel and (if required by the TIA) an Independent Certificate from a firm of
certified public accountants, each meeting the applicable requirements of Section 11.1(a) and, subject to Section 11.2, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.


 


SECTION 4.2.              Application of Trust Money.  All monies deposited with the Indenture
Trustee pursuant to Section 4.1
shall be held in trust and applied by it, in accordance with the provisions of
the Notes and this Indenture, to the payment, either directly or through any
Paying Agent, as the Indenture Trustee may determine, to the Holders of the
particular Notes for the payment or redemption of which such monies have been
deposited with the Indenture Trustee, of all sums due and to become due thereon
for principal and interest; but such monies need not be segregated from other
funds except to the extent required herein or in the Sale and Servicing
Agreement or as required by law.


 


SECTION 4.3.              Repayment of Monies Held by Paying Agent.  In connection with the satisfaction and
discharge of this Indenture with respect to the Notes, all monies then held by
any Paying Agent other than the Indenture Trustee under this Indenture with
respect to such Notes shall, upon demand of the Issuing Entity, be paid to the
Indenture Trustee to be held and applied according to Section 3.3, and thereupon such
Paying Agent shall be released from all further liability with respect to such
monies.


 


ARTICLE V


Remedies


 


SECTION 5.1.              Events of Default.  “Event of Default”, wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):


 


(i)            default
in the payment of any interest on any Note when the same becomes due and
payable, and such default shall continue for a period of five days;


 


(ii)           default
in the payment of the principal of any Note when the same becomes due and
payable;


 


(iii)          default
in the observance or performance of any covenant or agreement of the Issuing
Entity made in this Indenture (other than a covenant or agreement a default in
the observance or performance of which is elsewhere in this Section specifically
dealt with), or any representation or warranty of the Issuing Entity made in
this Indenture or in any certificate or other writing delivered pursuant hereto
or in connection herewith proving to have been incorrect in any material
respect as of the time when the same shall have been made, and such default
shall continue or not be cured, or the circumstance or 


 


21

















 


condition in respect of which such misrepresentation or warranty was
incorrect shall not have been eliminated or otherwise cured, for a period of 30
days after there shall have been given, by registered or certified mail, to the
Issuing Entity by the Indenture Trustee or to the Issuing Entity and the
Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of
the Notes, a written notice specifying such default or incorrect representation
or warranty and requiring it to be remedied and stating that such notice is a
notice of Default hereunder;


 


(iv)          the
filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of the Issuing Entity or any substantial part of the Trust
Estate in an involuntary case under any applicable federal or State bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official of the Issuing Entity or for any substantial part of the Trust Estate,
or ordering the winding-up or liquidation of the Issuing Entity’s affairs, and
such decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or


 


(v)           the
commencement by the Issuing Entity of a voluntary case under any applicable
federal or State bankruptcy, insolvency or other similar law now or hereafter
in effect, or the consent by the Issuing Entity to the entry of an order for
relief in an involuntary case under any such law, or the consent by the Issuing
Entity to the appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Issuing
Entity or for any substantial part of the Trust Estate, or the making by the
Issuing Entity of any general assignment for the benefit of creditors, or the
failure by the Issuing Entity generally to pay its debts as such debts become
due, or the taking of action by the Issuing Entity in furtherance of any of the
foregoing.


 


The
Issuing Entity shall deliver to the Indenture Trustee, within five days after
the Issuing Entity or the Administrator obtains actual knowledge thereof,
written notice in the form of an Officer’s Certificate of any event that, with
the giving of notice or the lapse of time or both, would become an Event of
Default under clause  (iii), its status and what action the
Issuing Entity is taking or proposes to take with respect thereto.


 


SECTION 5.2.              Acceleration of Maturity; Rescission and
Annulment.  If an Event of
Default should occur and be continuing, then and in every such case the
Indenture Trustee or the Holders of Notes representing not less than a majority
of the Outstanding Amount may declare all the Notes to be immediately due and
payable, by a notice in writing to the Issuing Entity (and to the Indenture
Trustee if given by Noteholders), and upon any such declaration the Outstanding
Amount, together with accrued and unpaid interest thereon through the date of
acceleration, shall become immediately due and payable.


 


At
any time after such declaration of acceleration of maturity has been made and
before a judgment or decree for payment of the money due has been obtained by
the Indenture Trustee as hereinafter in this Article V provided, the
Holders of Notes representing not less than a majority of the Outstanding
Amount, by written notice to the Issuing Entity and the Indenture Trustee, may
rescind and annul such declaration and its consequences if:


 


22

















 


(i)            the
Issuing Entity has paid or deposited with the Indenture Trustee a sum
sufficient to pay:


 


(A)          all payments of
principal of and interest on all Notes and all other amounts, in each case,
that would then be due hereunder if the Event of Default giving rise to such acceleration
had not occurred; and


 


(B)           all sums paid or
advanced by the Indenture Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee and its agents
and counsel; and


 


(ii)           all
Events of Default, other than the nonpayment of the principal of the Notes that
has become due solely by such acceleration, have been cured or waived as
provided in Section 5.12.


 


No
such rescission shall affect any subsequent default or impair any right
consequent to such default.


 


SECTION 5.3.              Collection of Indebtedness and
Suits for Enforcement by Indenture Trustee.  (a)  The Issuing Entity covenants that
if an Event of Default described in Section 5.1(i) or
(ii) occurs, the Issuing
Entity will, upon demand of the Indenture Trustee, pay to it, for the benefit
of the Holders of Notes, the whole amount then due and payable on such Notes
for principal and interest, with interest upon the overdue principal at the
applicable interest rate, and, to the extent payment at such rate of interest
shall be legally enforceable, upon overdue installments of interest, at the
applicable interest rate, and in addition thereto such further amount as shall
be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and its agents and counsel.


 


(b)           In case the Issuing
Entity shall fail forthwith to pay such amounts upon such demand, the Indenture
Trustee, in its own name and as trustee of an express trust, may institute a
Proceeding for the collection of the sums so due and unpaid, and may prosecute
such Proceeding to judgment or final decree, and may enforce the same against
the Issuing Entity or other obligor upon such Notes and collect in the manner
provided by law out of the property of the Issuing Entity or other obligor upon
such Notes, wherever situated, the monies adjudged or decreed to be payable.


 


(c)           In case an Event of
Default occurs and is continuing, the Indenture Trustee may, as more
particularly provided in Section 5.4,
in its discretion, proceed to protect and enforce its rights and the rights of
the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall
deem most effective to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other proper
remedy or legal or equitable right vested in the Indenture Trustee by this
Indenture or by law.


 


(d)           In case there shall
be pending, relative to the Issuing Entity or any other obligor upon the Notes
or any Person having or claiming an ownership interest in the Trust Estate,
Proceedings under Title 11 of the United States Code or any other applicable
federal or 


 


23

















 


State
bankruptcy, insolvency or other similar law, or in case a receiver, assignee,
trustee in bankruptcy or reorganization, liquidator, sequestrator or similar
official shall have been appointed for or taken possession of the Issuing
Entity or its property or such other obligor or Person, or in case of any other
comparable judicial Proceedings relative to the Issuing Entity or other obligor
upon the Notes, or to the creditors or property of the Issuing Entity or such
other obligor, the Indenture Trustee, irrespective of whether the principal of
any Notes shall then be due and payable as therein expressed or by declaration
or otherwise and irrespective of whether the Indenture Trustee shall have made
any demand pursuant to this Section, shall be entitled and empowered, by
intervention in such Proceedings or otherwise:


 


(i)            to
file and prove a claim or claims for the whole amount of principal and interest
owing and unpaid in respect of the Notes and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Indenture Trustee (including any claim for reasonable compensation to the
Indenture Trustee and each predecessor Indenture Trustee, and their respective
agents, attorneys and counsel, and for reimbursement of all expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee, except as a result of negligence or bad faith)
and of the Noteholders allowed in such Proceedings;


 


(ii)           unless
prohibited by applicable law or regulations, to vote on behalf of the Holders
of the Notes in any election of a trustee, a standby trustee or any Person
performing similar functions in any such Proceedings;


 


(iii)          to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute all amounts received with respect to the claims
of the Noteholders and of the Indenture Trustee on their behalf; and


 


(iv)          to
file such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Indenture Trustee or the Holders
of Notes allowed in any judicial Proceedings relative to the Issuing Entity,
its creditors and its property;


 


and any trustee, receiver,
liquidator, assignee, custodian, sequestrator or other similar official in any
such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other reasonable
expenses and liabilities incurred, and all advances made, by the Indenture
Trustee and each predecessor Indenture Trustee except as a result of negligence
or bad faith.


 


(e)           Nothing herein
contained shall be deemed to authorize the Indenture Trustee to authorize or
consent to or vote for or accept or adopt on behalf of any Noteholder any plan
of reorganization, arrangement, adjustment or composition affecting the Notes
or the rights of any Holder thereof or to authorize the Indenture Trustee to
vote in respect of the claim of any Noteholder in any such proceeding except,
as aforesaid, to vote for the election of a trustee in bankruptcy or similar
Person.


 


24
















 


(f)            All rights of
action and of asserting claims under this Indenture, or under any of the Notes,
may be enforced by the Indenture Trustee without the possession of any of the
Notes or the production thereof in any trial or other Proceedings relative thereto,
and any such action or Proceedings instituted by the Indenture Trustee shall be
brought in its own name and as trustee of an express trust, and any recovery of
judgment, subject to the payment of the expenses, disbursements and
compensation of the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents and attorneys, shall be for the ratable benefit of the
Holders of the Notes.


 


(g)           In any Proceedings
brought by the Indenture Trustee (and also any Proceedings involving the interpretation
of any provision of this Indenture to which the Indenture Trustee shall be a
party), the Indenture Trustee shall be held to represent all the Holders of the
Notes, and it shall not be necessary to make any Noteholder a party to any such
Proceedings.


 


SECTION 5.4.              Remedies; Priorities.  (a)  If the Notes have been declared to
be due and payable under Section 5.2
following an Event of Default, the Indenture Trustee may do one or more of the
following (subject to Section 5.5):


 


(i)            institute
Proceedings in its own name and as trustee of an express trust for the
collection of all amounts then payable on the Notes or under this Indenture
with respect thereto, whether by declaration or otherwise, enforce any judgment
obtained, and collect from the Issuing Entity and any other obligor upon such
Notes monies adjudged due;


 


(ii)           institute
Proceedings from time to time for the complete or partial foreclosure of this
Indenture with respect to the Trust Estate;


 


(iii)          exercise
any remedies of a secured party under the UCC and take any other appropriate
action to protect and enforce the rights and remedies of the Indenture Trustee
and the Holders of the Notes;


 


(iv)          sell
the Trust Estate, or any portion thereof or rights or interest therein, at one
or more public or private sales called and conducted in any manner permitted by
law; and


 


(v)           make
demand upon the Servicer, by written notice, that the Servicer deliver to the
Indenture Trustee all Receivable Files;


 


provided, however, that the Indenture Trustee may not
sell or otherwise liquidate the Trust Estate following an Event of Default,
other than an Event of Default described in Section 5.1(i) or
(ii), unless:  (A) all the Noteholders consent thereto,
(B) the proceeds of such sale or liquidation distributable to the
Noteholders are sufficient to discharge in full all amounts then due and unpaid
upon such Notes for principal and interest or (C) the Indenture Trustee
determines that the Trust Estate will not continue to provide sufficient funds
for the payment of principal of and interest on the Notes as they would have
become due if the Notes had not been declared due and payable, and the
Indenture Trustee obtains the consent of Holders of 66 2/3% of the Outstanding
Amount of the Notes. In determining such sufficiency or insufficiency with
respect to clauses 


 


25

















 


(B) and (C), the Indenture Trustee may, but need
not, obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Trust Estate for such purpose.  The Indenture Trustee shall incur no
liability as a result of the sale of the Trust Estate or any part thereof at
any sale pursuant to this Section 5.4
conducted in a commercially reasonable manner. 
Each of the Issuing Entity and Holders hereby waives any claims against
the Indenture Trustee arising by reason of the fact that the price at which the
Trust Estate may have been sold at such sale was less than the price that might
have been obtained, even if the Indenture Trustee accepts the first offer
received and does not offer the Trust Estate to more than one offeree, so long
as such sale is conducted in a commercially reasonable manner.


 


(b)           If the Indenture
Trustee collects any money or property pursuant to this Article V, it
shall pay out such money or property in the following order:


 


FIRST:  to pay the Backup Servicer its accrued and
unpaid Backup Servicer Fees;


 


SECOND:  to pay the Servicer its accrued and unpaid
Servicing Fee;


 


THIRD:  to the Indenture Trustee for amounts due
under Section 6.7 and to the
Trustee for amounts due under Section 8.1
of the Trust Agreement;


 


FOURTH:  to the Administrator its accrued and unpaid
Administration Fees;


 


FIFTH:  to the Note Distribution Account for
distribution pursuant to Section 8.2(e) to
the extent of all amounts payable under such Section, other than any amounts
that would be deposited into the Certificate Distribution Account under such
Section;


 


SIXTH:  first, to the Backup Servicer, to cover any
accrued and unpaid reimbursable expenses (including the Backup Servicer
Expenses) to the extent unreimbursed after application of Section 4.12 of the Sale and
Servicing Agreement and second to the Servicer, to cover any accrued and unpaid
reimbursable expenses;


 


SEVENTH:  to the Trustee for amounts due to the Trustee
under Article VIII of the
Trust Agreement to the extent not paid under clause THIRD above; and


 


EIGHTH:  to the Issuing Entity for distribution to the
Certificateholders.


 


 


The
Indenture Trustee may fix a special record date and special payment date for
any payment to Noteholders pursuant to this Section.  At least 15 days before such special record
date, the Issuing Entity shall mail to each Noteholder and the Indenture
Trustee a notice that states the special record date, the special payment date
and the amount to be paid.


 


SECTION 5.5.              Optional
Preservation of the Receivables. 
If the Notes have been declared to be due and payable under Section 5.2 following an Event of
Default, and such 


 


26

















 


declaration
and its consequences have not been rescinded and annulled, the Indenture
Trustee may, but need not, elect to maintain possession of the Trust
Estate.  It is the desire of the parties
hereto and the Noteholders that there be at all times sufficient funds for the
payment of principal of and interest on the Notes, and the Indenture Trustee
shall take such desire into account when determining whether or not to maintain
possession of the Trust Estate.  In
determining whether to maintain possession of the Trust Estate, the Indenture
Trustee may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.


 


SECTION 5.6.              Limitation of Suits.  No Holder of any Note shall have any right to
institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:


 


(i)            such
Holder has previously given written notice to the Indenture Trustee of a
continuing Event of Default;


 


(ii)           the
Holder(s) of not less than 25% of the Outstanding Amount of the Notes have
made written request to the Indenture Trustee to institute such Proceeding in
respect of such Event of Default in its own name as Indenture Trustee
hereunder;


 


(iii)          such
Holder(s) have offered to the Indenture Trustee indemnity satisfactory to
it against the costs, expenses and liabilities to be incurred in complying with
such request;


 


(iv)          the
Indenture Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute such Proceeding; and


 


(v)           no
direction inconsistent with such written request has been given to the
Indenture Trustee during such 60-day period by the Holders of a majority of the
Outstanding Amount of the Notes;


 


it being understood and
intended that no one or more Holder(s) of Notes shall have any right in
any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holder(s) of
Notes or to obtain or to seek to obtain priority or preference over any other
Holder(s) or to enforce any right under this Indenture, except in the
manner herein provided.


 


In
the event the Indenture Trustee shall receive conflicting or inconsistent
requests and indemnity from two or more groups of Noteholders, each
representing less than a majority of the Outstanding Amount of the Notes, the
Indenture Trustee in its sole discretion may determine what action, if any,
shall be taken, notwithstanding any other provisions of this Indenture.


 


SECTION 5.7.              Unconditional Rights of Noteholders To Receive
Principal and Interest.  Notwithstanding any other provisions in this
Indenture, the Holder of any Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest, if any, on
such Note on or after the respective due dates thereof expressed in such Note
or in this Indenture (or, in the case of redemption, on or after the Redemption
Date) and to 


 


27

















 


institute
suit for the enforcement of any such payment, and such right shall not be
impaired without the consent of such Holder.


 


SECTION 5.8.              Restoration of Rights and
Remedies.  If the
Indenture Trustee or any Noteholder has instituted any Proceeding to enforce
any right or remedy under this Indenture and such Proceeding has been
discontinued or abandoned for any reason or has been determined adversely to
the Indenture Trustee or to such Noteholder, then and in every such case the Issuing
Entity, the Indenture Trustee and the Noteholders shall, subject to any
determination in such Proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Indenture Trustee and the Noteholders shall continue as though no such
Proceeding had been instituted.


 


SECTION 5.9.              Rights and Remedies Cumulative.  No right or remedy herein conferred upon or
reserved to the Indenture Trustee or to the Noteholders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


 


SECTION 5.10.            Delay or Omission Not a Waiver.  No delay or omission of the Indenture Trustee
or any Holder of Notes to exercise any right or remedy accruing upon any
Default or Event of Default shall impair any such right or remedy or constitute
a waiver of any such Default or Event of Default or an acquiescence
therein.  Every right and remedy given by
this Article or by law to the Indenture Trustee or to the Noteholders may
be exercised from time to time, and as often as may be deemed expedient, by the
Indenture Trustee or by the Noteholders, as the case may be.


 


SECTION 5.11.            Control by Noteholders.  The Holders of not less than a majority of
the Outstanding Amount of the Notes shall have the right to direct the time,
method and place of conducting any Proceeding for any remedy available to the
Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee; provided,
that:


 


(i)            such
direction shall not be in conflict with any rule of law or with this
Indenture;


 


(ii)           subject
to the express terms of Section 5.4,
any direction to the Indenture Trustee to sell or liquidate the Trust Estate
shall be by all the Noteholders;


 


(iii)          if
the conditions set forth in Section 5.5
have been satisfied and the Indenture Trustee elects to retain the
Trust Estate pursuant to such Section, then any direction to the Indenture
Trustee by Holders of Notes representing less than 100% of the Outstanding
Amount of the Notes to sell or liquidate the Trust Estate shall be of no force
and effect; and


 


(iv)          the
Indenture Trustee may take any other action deemed proper by the Indenture Trustee
that is not inconsistent with such direction;


 


28

















 


provided
further, however, that, subject
to Section 6.1, the
Indenture Trustee need not take any action that it determines might involve it
in liability or might materially adversely affect the rights of any Noteholder(s) not
consenting to such action.


 


SECTION 5.12.            Waiver of Past Defaults.  Prior to the time a judgment or decree for
payment of money due has been obtained as described in Section 5.3, the Holders of Notes of
not less than a majority of the Outstanding Amount of the Notes may waive any
past Default or Event of Default and its consequences except a Default:  (a) in payment of principal of or
interest on any of the Notes or (b) in respect of a covenant or provision
hereof that cannot be modified or amended without the consent of the Holder of
each Note.  In the case of any such
waiver, the Issuing Entity, the Indenture Trustee and the Holders of the Notes
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other Default or Event of
Default or impair any right consequent thereto.


 


Upon
any such waiver, such Default shall cease to exist and be deemed to have been cured
and not to have occurred, and any Event of Default arising therefrom shall be
deemed to have been cured and not to have occurred, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereto.


 


SECTION 5.13.            Undertaking for Costs.  All parties to this Indenture agree, and each
Holder of any Note by such Holder’s acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorney’s fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to:  (a) any suit instituted by the Indenture
Trustee, (b) any suit instituted by any Noteholder(s) holding in the
aggregate more than 10% of the Outstanding Amount of the Notes or (c) any
suit instituted by any Noteholder for the enforcement of the payment of
principal of or interest on any Note on or after the respective due dates
expressed in such Note and in this Indenture (or, in the case of redemption, on
or after the Redemption Date).


 


SECTION 5.14.            Waiver of Stay or Extension Laws.  The Issuing Entity covenants (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead
or in any manner whatsoever, claim or take the benefit or advantage of, any
stay or extension law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and the
Issuing Entity (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will not
hinder, delay or impede the execution of any power herein granted to the
Indenture Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.


 


SECTION 5.15.            Action on Notes.  The Indenture Trustee’s right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture.  Neither the 


 


29

















 


Lien
of this Indenture nor any rights or remedies of the Indenture Trustee or the
Noteholders shall be impaired by the recovery of any judgment by the Indenture
Trustee against the Issuing Entity or by the levy of any execution under such
judgment upon any portion of the Trust Estate or upon any of the assets of the
Issuing Entity. Any money or property collected by the Indenture Trustee shall
be applied in accordance with Section 5.4(b).


 


SECTION 5.16.            Performance and Enforcement of Certain Obligations.  (a)  Promptly following a request from
the Indenture Trustee to do so and at the Administrator’s expense, the Issuing
Entity shall take all such lawful action as the Indenture Trustee may request
to compel or secure the performance and observance by the Seller and the
Servicer, as applicable, of each of their obligations to the Issuing Entity
under or in connection with the Sale and Servicing Agreement or to the Seller
under or in connection with the Purchase Agreement in accordance with the terms
thereof, and to exercise any and all rights, remedies, powers and privileges
lawfully available to the Issuing Entity under or in connection with the Sale
and Servicing Agreement (or the Seller under or in connection with the Purchase
Agreement) to the extent and in the manner directed by the Indenture Trustee,
including the transmission of notices of default on the part of the Seller or
the Servicer thereunder and the institution of legal or administrative actions
or proceedings to compel or secure performance by the Seller or the Servicer of
each of their obligations under the Sale and Servicing Agreement or the
Purchase Agreement.


 


(b)           If an Event of
Default has occurred and is continuing, the Indenture Trustee may, and at the
direction (which direction shall be in writing) of the Holders of not less than
66 2/3% of the Outstanding Amount of the Notes shall, exercise all rights,
remedies, powers, privileges and claims of the Issuing Entity against the
Seller or the Servicer under or in connection with the Sale and Servicing
Agreement, including the right or power to take any action to compel or secure
performance or observance by the Seller or the Servicer of each of their
obligations to the Issuing Entity thereunder and to give any consent, request,
notice, direction, approval, extension or waiver under the Sale and Servicing
Agreement, and any right of the Issuing Entity to take such action shall be
suspended.


 


(c)           If an Event of
Default has occurred and is continuing, the Indenture Trustee may, and at the
direction (which direction shall be in writing) of the Holders of not less than
66 2/3% of the Outstanding Amount of the Notes shall, exercise all rights,
remedies, powers, privileges and claims of the Seller against CNHCA under or in
connection with the Purchase Agreement, including the right or power to take
any action to compel or secure performance or observance by CNHCA, of each of
its obligations to the Seller thereunder and to give any consent, request,
notice, direction, approval, extension or waiver under the Purchase Agreement,
and any right of the Seller to take such action shall be suspended.


 


ARTICLE VI


The
Indenture Trustee


 


SECTION 6.1.              Duties of the Indenture Trustee.  (a)  If an Event of Default has occurred
and is continuing, the Indenture Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own affairs.


 


30

















 


(b)           Except during the
continuance of an Event of Default actually known to a Responsible Officer:


 


(i)            the
Indenture Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or
obligations shall be read into this Indenture against the Indenture Trustee;
and


 


(ii)           in
the absence of bad faith on its part, the Indenture Trustee may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Indenture
Trustee and conforming to the requirements of this Indenture; provided, however,
in the case of any such certificates or opinions that by any provision hereof
are specifically required to be furnished to the Indenture Trustee, the
Indenture Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture.


 


(c)           The Indenture
Trustee may not be relieved from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct, except that:


 


(i)            this
clause (c) does not limit
the effect of clause (b) of
this Section;


 


(ii)           the
Indenture Trustee shall not be liable for any error of judgment made in good
faith by a Responsible Officer unless it is conclusively determined by a court
of competent jurisdiction that the Indenture Trustee was negligent in
ascertaining the pertinent facts;


 


(iii)          the
Indenture Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it
pursuant to the Indenture;


 


(iv)          the
Indenture Trustee shall not be charged with knowledge of an Event of Default or
Servicer Default unless a Responsible Officer obtains actual knowledge of such
event or the Indenture Trustee receives written notice of such event from the
Seller, Servicer or Note Owners owning Notes aggregating not less than 10% of
the Outstanding Amount of the Notes; and


 


(v)           the
Indenture Trustee shall have no duty to monitor the performance of the Issuing
Entity, the Trustee, the Seller or the Servicer, nor shall it have any
liability in connection with malfeasance or nonfeasance by the Issuing Entity,
the Trustee, the Seller or the Servicer. 
The Indenture Trustee shall have no liability in connection with
compliance of the Issuing Entity, the Trustee, the Seller or the Servicer with
statutory or regulatory requirements related to the Receivables.  The Indenture Trustee shall not make or be
deemed to have made any representations or warranties with respect to the
Receivables or the validity or sufficiency of any assignment of the Receivables
to the Trust Estate or the Indenture Trustee.


 


(d)           Every provision of
this Indenture that in any way relates to the Indenture Trustee is subject to clauses (a), (b), (c) and (g).


 


31

















 


(e)           The Indenture
Trustee shall not be liable for interest on any money received by it except as
the Indenture Trustee may agree in writing with the Issuing Entity.


 


(f)            Money held in trust
by the Indenture Trustee need not be segregated from other funds except to the
extent required by law, this Indenture or the Sale and Servicing Agreement.


 


(g)           No provision of this
Indenture shall require the Indenture Trustee to expend or risk its own funds
or otherwise incur financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if it shall have
reasonable grounds to believe that repayment of such funds or adequate
indemnity satisfactory to it against any loss, liability or expense is not
reasonably assured to it.


 


(h)           Every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Indenture Trustee shall be subject to this Section and
the TIA.


 


SECTION 6.2.              Rights of Indenture Trustee.  (a)  The Indenture Trustee may
conclusively rely and shall be fully protected in acting on any document
reasonably believed by it to be genuine and to have been signed or presented by
the proper Person.  The Indenture Trustee
need not investigate any fact or matter stated in any such document.


 


(b)           Before the Indenture
Trustee acts or refrains from acting, it may require an Officer’s Certificate
or an Opinion of Counsel.  The Indenture
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on the Officer’s Certificate or Opinion of Counsel.


 


(c)           The Indenture
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, attorneys, a custodian or a
nominee, and the Indenture Trustee shall not be responsible for any misconduct
or negligence on the part of, or for the supervision of, any such agent,
attorney, custodian or nominee appointed with due care by it.


 


(d)           The Indenture
Trustee shall not be liable for any action it takes or omits to take in good
faith that it believes to be authorized or within its rights or powers;
provided, however, that the Indenture Trustee’s conduct does not constitute
willful misconduct, negligence or bad faith.


 


(e)           The Indenture
Trustee may consult with counsel, and the advice or opinion of counsel with
respect to legal matters relating to this Indenture and the Notes shall be full
and complete authorization and protection from liability in respect to any
action taken, omitted or suffered by it hereunder in good faith and in
accordance with the advice or opinion of such counsel.


 


(f)            The Indenture
Trustee shall not be required to make any initial or periodic examination of
any files or records related to the Receivables for the purpose of establishing
the presence or absence of defects, the compliance by the Issuing Entity with
its representations and warranties or for any other purpose.


 


32

















 


(g)           In the event that
the Indenture Trustee is also acting as Paying Agent or Note Registrar
hereunder, the rights and protections afforded to the Indenture Trustee
pursuant to this Article VI
shall also be afforded to the Indenture Trustee in its capacity as such Paying
Agent or Note Registrar.


 


SECTION 6.3.              Individual Rights of the Indenture Trustee.  The Indenture Trustee shall not, in its
individual capacity, but may in a fiduciary capacity, become the owner of Notes
or otherwise extend credit to the Issuing Entity.  The Indenture Trustee may otherwise deal with
the Issuing Entity or its Affiliates with the same rights it would have if it
were not the Indenture Trustee.  Any
Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same
with like rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.12.


 


SECTION 6.4.              Indenture Trustee’s Disclaimer.  The Indenture Trustee shall not be
responsible for, and makes no representation as to the validity or adequacy of,
this Indenture or the Notes; shall not be accountable for the Issuing Entity’s
use of the proceeds from the Notes; and shall not be responsible for any
statement of the Issuing Entity in this Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Indenture
Trustee’s certificate of authentication.


 


SECTION 6.5.              Notice of Defaults.  If a Default occurs and is continuing and is
known to a Responsible Officer, the Indenture Trustee shall mail to each
Noteholder notice of the Default within 90 days after it occurs.  Except in the case of a Default in payment of
principal of or interest on any Note (including payments pursuant to the
mandatory redemption provisions of such Note), the Indenture Trustee may
withhold the notice if and so long as a committee of its Responsible Officers
in good faith determines that withholding the notice is in the interests of
Noteholders.


 


SECTION 6.6.              Reports by Indenture Trustee to the Holders.  The Indenture Trustee shall deliver to each
Noteholder such information as may be required to enable such Holder to prepare
its federal, State and other income tax returns.  Within 60 days after each December 31,
starting with December 31, 2009, the Indenture Trustee shall mail to each
Noteholder a brief report as of such December 31 that complies with TIA §
313(a) (if required by said section).


 


SECTION 6.7.              Compensation and Indemnity.  The Issuing Entity shall, or shall cause the
Servicer to, pay to the Indenture Trustee from time to time reasonable
compensation for its services as agreed to between the Issuing Entity and the
Indenture Trustee in writing.  The
Indenture Trustee’s compensation shall not be limited by any law on
compensation of a trustee of an express trust. 
The Issuing Entity shall, or shall cause the Servicer to, reimburse the
Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by
it, including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Indenture Trustee’s agents, counsel, accountants
and experts.  The Issuing Entity shall or
shall cause the Servicer to indemnify the Indenture Trustee and its officers,
directors, employees and agents against any and all loss, liability or expense
(including attorneys’ fees and expenses) incurred by them in connection with
the administration of this trust and the performance of its duties 


 


33

















 


hereunder.  The Indenture Trustee shall notify the
Issuing Entity and the Servicer promptly of any claim for which it may seek
indemnity.  Failure by the Indenture
Trustee to so notify the Issuing Entity and the Servicer shall not relieve the
Issuing Entity or the Servicer of its respective obligations hereunder.  The Issuing Entity shall, or shall cause the
Servicer to, defend the claim and the Indenture Trustee may have separate
counsel and the Issuing Entity shall, or shall cause the Servicer to, pay the
reasonable fees and expenses of such counsel. 
Notwithstanding anything to the contrary contained herein, neither the
Issuing Entity nor the Servicer need reimburse any expense or indemnify against
any loss, liability or expense incurred by the Indenture Trustee through the
Indenture Trustee’s own willful misconduct, negligence or bad faith.


 


The
Issuing Entity’s payment obligations to the Indenture Trustee pursuant to this Section shall
survive the discharge of this Indenture or the earlier resignation or removal
of the Indenture Trustee.  When the
Indenture Trustee incurs expenses after the occurrence of a Default specified
in Section 5.1(iv) or (v), the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable federal or State bankruptcy, insolvency or similar law.


 


SECTION 6.8.              Replacement of the Indenture Trustee.  No resignation or removal of the Indenture
Trustee and no appointment of a successor Indenture Trustee shall become
effective until the acceptance of appointment by the successor Indenture
Trustee pursuant to this Section 6.8.  The Indenture Trustee may resign at any time
by so notifying the Issuing Entity in writing. 
The Holders of not less than a majority of the Outstanding Amount of the
Notes may remove the Indenture Trustee by so notifying the Indenture Trustee in
writing and may appoint a successor Indenture Trustee.  The Issuing Entity shall remove the Indenture
Trustee if:


 


(i)            the
Indenture Trustee fails to comply with Section 6.11;


 


(ii)           the
Indenture Trustee is adjudged a bankrupt or insolvent;


 


(iii)          a
receiver or other public officer takes charge of the Indenture Trustee or its
property; or


 


(iv)          the
Indenture Trustee otherwise becomes incapable of acting.


 


If
the Indenture Trustee resigns or is removed or if a vacancy exists in the
office of Indenture Trustee for any reason (the Indenture Trustee in such event
being referred to herein as the retiring Indenture Trustee), the Issuing Entity
shall promptly appoint a successor Indenture Trustee.


 


A
successor Indenture Trustee shall deliver a written acceptance of its appointment
to the retiring Indenture Trustee and to the Issuing Entity.  Thereupon the resignation or removal of the
retiring Indenture Trustee shall become effective, and the successor Indenture
Trustee shall have all the rights, powers and duties of the Indenture Trustee
under this Indenture.  The successor
Indenture Trustee shall mail a notice of its succession to the Noteholders. The
retiring Indenture Trustee shall promptly transfer all property held by it as
Indenture Trustee to the successor Indenture Trustee.


 


34
















 


If
a successor Indenture Trustee does not take office within 60 days after the
retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuing Entity or the Holders of not less than a majority of the
Outstanding Amount of the Notes may petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee.


 


If
the Indenture Trustee fails to comply with Section 6.11,
any Noteholder may petition any court of competent jurisdiction for the removal
of the Indenture Trustee and the appointment of a successor Indenture Trustee.


 


Notwithstanding
the replacement of the Indenture Trustee pursuant to this Section, the Issuing
Entity’s and the Administrator’s obligations under Section 6.7 shall continue for the benefit of the
retiring Indenture Trustee.  The retiring
Indenture Trustee shall have no liability for any act or omission by any
successor Indenture Trustee other than itself, serving again as Indenture
Trustee.


 


SECTION 6.9.              Successor Indenture Trustee by Merger.  If the Indenture Trustee consolidates with,
merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation without any further act shall be
the successor Indenture Trustee.  The
Indenture Trustee shall provide the Rating Agencies and the Issuing Entity
prompt written notice of any such transaction following the consummation
thereof; provided, that such corporation or banking association shall be
otherwise qualified and eligible under Section 6.11.


 


In
case at the time such successor(s) by merger, conversion or consolidation
to the Indenture Trustee shall succeed to the trusts created by this Indenture
any of the Notes shall have been authenticated but not delivered, any such
successor to the Indenture Trustee may adopt the certificate of authentication
of any predecessor Indenture Trustee, and deliver such Notes so authenticated;
and in case at that time any of the Notes shall not have been authenticated,
any successor to the Indenture Trustee may authenticate such Notes either in
the name of any predecessor Indenture Trustee hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates of
authentication shall have the full force and effect to the same extent given to
the certificate of authentication of the Indenture Trustee anywhere in the
Notes or in this Indenture.


 


SECTION 6.10.            Appointment of Co-Trustee or Separate Trustee.  (a)  Notwithstanding any other
provisions of this Indenture, at any time, for the purpose of meeting any legal
requirement of any jurisdiction in which any part of the Trust Estate may at
the time be located, the Indenture Trustee shall have the power and may execute
and deliver all instruments to appoint one or more Person(s) to act as
co-trustee(s), or separate trustee(s), of all or any part of the Trust Estate,
and to vest in such Person(s), in such capacity and for the benefit of the
Noteholders, such title to the Trust Estate, or any part thereof, and, subject
to the other provisions of this Section, such powers, duties, obligations,
rights and trusts as the Indenture Trustee may consider necessary or desirable.  No co-trustee or separate trustee hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 6.11 and no notice
to Noteholders of the appointment of any co-trustee or separate trustee shall
be required under Section 6.8.


 


35

















 


(b)           Every separate
trustee and co-trustee shall, to the extent permitted by law, be appointed and
act subject to the following provisions and conditions:


 


(i)            all
rights, powers, duties and obligations conferred or imposed upon the Indenture
Trustee shall be conferred or imposed upon and exercised or performed by the
Indenture Trustee and such separate trustee or co-trustee jointly (it being
understood that such separate trustee or co-trustee is not authorized to act
separately without the Indenture Trustee joining in such act), except to the
extent that under any law of any jurisdiction in which any particular act(s) are
to be performed, the Indenture Trustee shall be incompetent or unqualified to
perform such act(s), in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Estate or any portion thereof in
any such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Indenture Trustee;


 


(ii)           no
trustee hereunder shall be personally liable by reason of any act or omission
of any other trustee hereunder; and


 


(iii)          the
Indenture Trustee may at any time accept the resignation of or remove, in its
sole discretion, any separate trustee or co-trustee.


 


(c)           Any notice, request
or other writing given to the Indenture Trustee shall be deemed to have been
given to each of the then separate trustees and co-trustees, as effectively as
if given to each of them.  Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VI.  Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. 
Every such instrument shall be filed with the Indenture Trustee.


 


(d)           Any separate trustee
or co-trustee may at any time constitute the Indenture Trustee as its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by
law, to do any lawful act under or in respect of this Agreement on its behalf
and in its name.  If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.


 


(e)           The Indenture
Trustee shall have no obligation to determine whether a co-trustee or separate
trustee is legally required in any jurisdiction in which any part of the Trust
Estate may be located.


 


SECTION 6.11.            Eligibility; Disqualification.  The Indenture Trustee shall at all times satisfy
the requirements of TIA § 310(a) and, upon Issuing Entity Order, Section 26(a)(1) of
the Investment Company Act of 1940, as amended. 
The Indenture Trustee shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published 


 


36

















 


annual
report of condition and it shall have a long term senior, unsecured debt rating
of “Baa3” or better by Moody’s (or, if not rated by Moody’s, a comparable
rating by another statistical rating agency). 
The Indenture Trustee shall comply with TIA § 310(b), including the
optional provision permitted by the second sentence of TIA § 310(b)(9); provided, however,
that there shall be excluded from the operation of TIA § 310(b)(1) any
indenture(s) under which other securities of the Issuing Entity are
outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are
met.


 


If
a default occurs under this Indenture, and the Indenture Trustee is deemed to
have a conflicting interest as a result of acting as trustee for both (1) the
Class A Notes and (2) the Class B Notes, a successor Indenture
Trustee shall be appointed for one or more of such Classes, so that there will
be separate Indenture Trustees for the Class A Notes and the Class B
Notes, respectively.  No such event shall
alter the voting rights of the Class A Noteholders or the Class B
Noteholders under this Indenture or any other Basic Document.  However, so long as any amounts remain unpaid
with respect to the Class A Notes, only the Indenture Trustee for the Class A
Noteholders will have the right to exercise remedies under this Indenture (but
subject to the express provisions of Section 5.4
and to the right of the Class B Noteholders to receive their respective
shares of any proceeds of enforcement, subject to the subordination of the Class B
Notes to the Class A Notes as described herein).  Upon repayment of the Class A Notes in
full, but so long as any amounts remain unpaid with respect to the Class B
Notes, only the Indenture Trustee for the Class B Noteholders will have
the right to exercise remedies under this Indenture (but subject to the express
provisions of Section 5.4).


 


In
the case of the appointment hereunder of a successor Indenture Trustee with
respect to any Class of Notes, the Issuing Entity, the retiring Indenture
Trustee and the successor Indenture Trustee with respect to such Class of
Notes shall execute and deliver an indenture supplemental hereto wherein the
each successor Indenture Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, the successor Indenture Trustee all the rights,
powers, trusts and duties of the retiring Indenture Trustee with respect to the
Notes of the Class to which the appointment of such successor Indenture
Trustee relates, (ii) if the retiring Indenture Trustee is not retiring
with respect to all Classes of Notes, shall contain such provisions as shall be
deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Indenture Trustee with respect to the Notes of each Class as
to which the retiring Indenture Trustee is not retiring shall continue to be
vested in the retiring Indenture Trustee, and (iii) shall add to or change
any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one
Indenture Trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such Indenture Trustees co-trustees of
the same trust and that each such Indenture Trustee shall be trustee of a trust
or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Indenture Trustee; and upon the execution and
delivery of such supplemental indenture the resignation or removal of the
retiring Indenture Trustee shall become effective to the extent provided
therein.


 


SECTION 6.12.            Preferential Collection of Claims Against the Issuing
Entity.  The Indenture
Trustee shall comply with TIA § 311(a), excluding any creditor relationship
listed 


 


37

















 


in
TIA § 311(b).  An Indenture Trustee who
has resigned or been removed shall be subject to TIA § 311(a) to the
extent indicated.


 


SECTION 6.13.            Information to Be Provided by the Indenture Trustee.  At any time when the Issuing Entity’s
reporting obligations under Section 15(d) of
the Exchange Act are not suspended, the Indenture Trustee shall notify the
Servicer promptly after the Indenture Trustee becomes aware of (a) the
initiation of any legal proceedings against the Indenture Trustee, or of which
any property of the Indenture Trustee is subject, that are material to the
Noteholders, (b) any developments in any such proceedings that are
material to the Noteholders and (c) any such material proceedings that are
contemplated by any governmental authority against the Indenture Trustee.


 


SECTION 6.14.            Representations and Warranties.  The Indenture Trustee hereby represents that:


 


(a)           the Indenture
Trustee is duly organized and validly existing as a national banking
corporation in good standing under the laws of the United States with power and
authority to own its properties and to conduct its business as such properties
are currently owned and such business is presently conducted;


 


(b)           the Indenture
Trustee has the power and authority to execute and deliver this Indenture and
to carry out its terms; and the execution, delivery and performance of this
Indenture have been duly authorized by the Indenture Trustee by all necessary
corporate action;


 


(c)           the consummation of
the transactions contemplated by this Indenture and the fulfillment of the
terms hereof do not conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time) a
default under the articles of association or bylaws of the Indenture Trustee or
any material agreement or other instrument to which the Indenture Trustee is a
party or by which it is bound;


 


(d)           to best of the
Indenture Trustee’s knowledge, there are no proceedings or investigations
pending or threatened before any court, regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the Indenture
Trustee or its properties:  (i) asserting
the invalidity of this Indenture, (ii) seeking to prevent the consummation
of any of the transactions contemplated by this Indenture or (iii) seeking
any determination or ruling that might materially and adversely affect the
performance by the Indenture Trustee of its obligations under, or the validity
or enforceability of, this Indenture; and


 


(e)           as of the date of
the Underwriting Agreement, the Preliminary Prospectus Date, the Prospectus
Date and the Closing Date, there are no legal proceedings pending against the
Indenture Trustee, or of which any property of the Indenture Trustee is
subject, that are material to the Noteholders, and no such legal proceedings are
known to the Indenture Trustee to be contemplated by any governmental authority
against the Indenture Trustee that are material to the Noteholders.


 


38

















 


ARTICLE VII


Noteholders’
Lists and Reports


 


SECTION 7.1.              Issuing Entity To Furnish Indenture Trustee Names and
Addresses of Noteholders. 
The Issuing Entity will furnish or cause to be furnished to the
Indenture Trustee:  (a) not more
than five days after the earlier of:  (i) each
Record Date and (ii) three months after the last Record Date, a list, in
such form as the Indenture Trustee may reasonably require, of the names and
addresses of the Holders of Notes as of such Record Date, and (b) at such
other times as the Indenture Trustee may request in writing, within 30 days
after receipt by the Issuing Entity of any such request, a list of similar form
and content as of a date not more than 10 days prior to the time such list is
furnished; provided, however, that so long as the Indenture Trustee is the Note
Registrar, no such list shall be required to be furnished.


 


SECTION 7.2.              Preservation of Information; Communications to
Noteholders.  (a) 
The Indenture Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Holders of Notes contained in the
most recent list furnished to the Indenture Trustee as provided in Section 7.1 and the names and
addresses of Holders of Notes received by the Indenture Trustee in its capacity
as Note Registrar. The Indenture Trustee may destroy any list furnished to it
as provided in Section 7.1
upon receipt of a new list so furnished.


 


(b)           Three or more
Noteholders, or one or more Holder(s) of Notes evidencing at least 25% of
the Outstanding Amount of the Notes, may communicate pursuant to TIA § 312(b) with
other Noteholders with respect to their rights under this Indenture or under
the Notes.


 


(c)           The Issuing Entity,
the Indenture Trustee and the Note Registrar shall have the protection of TIA §
312(c).


 


SECTION 7.3.              Reports by Issuing Entity.  (a)  The Issuing Entity shall:


 


(i)            file
with the Indenture Trustee, within 15 days after the Issuing Entity is required
to file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the foregoing as the Commission may from time to time by rules and
regulations prescribe) that the Issuing Entity may be required to file with the
Commission pursuant to Section 13 or 15(d) of
the Exchange Act;


 


(ii)           file
with the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Issuing Entity with the
conditions and covenants of this Indenture (with a copy of any such filings
being delivered promptly to the Indenture Trustee); and


 


(iii)          supply
to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to
all Noteholders described in TIA § 313(c)) such summaries of any information,
documents and reports required to be filed by the Issuing Entity pursuant to clauses (i) and (ii) as may be required by the rules and
regulations prescribed from time to time by the Commission.


 


39

















 


(b)           Unless the Issuing
Entity otherwise determines, the fiscal year of the Issuing Entity shall end on
December 31 of each year.


 


SECTION 7.4.              Required Filings.  In no event shall the Indenture Trustee or
any agent of the Indenture Trustee be obligated or responsible for preparing,
executing, filing or delivering in respect of the Trust Estate or on behalf of
another person, either (A) any report or filing required or permitted by
the SEC to be prepared, executed, filed or delivered by or in respect of the Trust
Estate or another person, or (B) any certification in respect of any such
report or filing; in either case, other than as required expressly herein or in
the other Basic Documents.


 


ARTICLE
VIII


Accounts,
Disbursements and Releases


 


SECTION 8.1.              Collection of Money.  Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture.  The Indenture Trustee shall apply all such
money received by it as provided in this Indenture. Except as otherwise expressly
provided in this Indenture, if any default occurs in the making of any payment
or performance under any agreement or instrument that is part of the Collateral
and the Trust Estate, the Indenture Trustee may take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate Proceedings. 
Any such action shall be without prejudice to any right to claim a
Default or Event of Default under this Indenture and any right to proceed
thereafter as provided in Article V.


 


SECTION 8.2.              Trust Accounts.  (a)  On or prior to the Closing Date,
the Issuing Entity shall cause the Servicer to establish and maintain, in the
name of the Indenture Trustee, for the benefit of the Noteholders and the
Certificateholders, the Trust Accounts as provided in Section 5.1 of the Sale and Servicing
Agreement.


 


(b)           On or before each
Payment Date, the Total Distribution Amount with respect to the preceding
Collection Period will be deposited in the Collection Account as provided in Section 5.2 of the Sale and Servicing
Agreement.  On or before each Payment
Date, the First Principal Payment Amount and Noteholders’ Distributable Amount
with respect to the preceding Collection Period will be transferred to the Note
Distribution Account as provided in Sections
5.5 and 5.6 of the
Sale and Servicing Agreement.


 


(c)           On each Payment Date
and Redemption Date prior to an Event of Default and acceleration of the Notes,
the Indenture Trustee shall deposit or distribute all amounts on deposit in the
Note Distribution Account to the Noteholders in the following amounts and in
the following order of priority:


 


(i)            [Reserved];


 


(ii)           to
the Class A Noteholders, the Class Interest Amount for each Class of
Class A Notes; provided, that if there are not sufficient funds in the Note
Distribution Account to pay the entire amount of accrued and unpaid interest
then due on such Notes, 


 


40

















 


the amount in the Note Distribution Account shall be applied to the
payment of such interest on such Notes pro rata on the basis of the total such
interest due on such Notes;


 


(iii)          to
the Class A Noteholders, an amount equal to the First Principal Payment
Amount in the following order of priority:


 


(A)          to the A-1
Noteholders, until the Outstanding principal balance of the A-1 Notes is
reduced to zero;


 


(B)           to the A-2
Noteholders, until the Outstanding principal balance of the A-2 Notes is
reduced to zero;


 


(C)           to the A-3
Noteholders, until the Outstanding principal balance of the A-3 Notes is
reduced to zero;


 


(D)          to the A-4
Noteholders, until the Outstanding principal balance of the A-4 Notes is
reduced to zero;


 


(iv)          to
the Class B Noteholders, the Class Interest Amount for the Class B
Notes;


 


(v)           to
the Class A Noteholders, for payment of principal, in the following order
of priority:


 


(A)          to the A-1
Noteholders, until the Outstanding principal balance of the A-1 Notes is
reduced to zero;


 


(B)           to the A-2
Noteholders, until the Outstanding principal balance of the A-2 Notes is
reduced to zero;


 


(C)           to the A-3
Noteholders, until the Outstanding principal balance of the A-3Notes is reduced
to zero;


 


(D)          to the A-4
Noteholders, until the Outstanding principal balance of the A-4 Notes is
reduced to zero;


 


(vi)          to
the Class B Noteholders, for payment of principal, until the Outstanding
principal balance of the Class B Notes is reduced to zero;


 


(vii)         [Reserved];
and


 


(viii)        thereafter,
any excess shall be deposited in the Certificate Distribution Account.


 


(d)           On the A-1 Note
Final Scheduled Maturity Date, the Indenture Trustee shall distribute to the Class A-1
Noteholders, from the amount available in the Note Distribution Account, an
amount equal to the sum of (i) the aggregate accrued and unpaid interest
on the 


 


41

















 


Class A-1
Notes as of the A-1 Note Final Scheduled Maturity Date, and (ii) the
amount necessary to reduce the outstanding principal amount of the Class A-1
Notes to zero.


 


(e)           On each Payment Date
and Redemption Date, after an Event of Default and acceleration of the Notes
(and, if any Notes remain outstanding after the Final Scheduled Maturity Date),
the Indenture Trustee shall distribute all amounts on deposit in the Note
Distribution Account to the Noteholders in the following amounts and in the following
order of priority:


 


(i)            [Reserved];


 


(ii)           to
the Class A Noteholders, the Class Interest Amount for each Class of
Class A Notes;  provided , that if
there are not sufficient funds in the Note Distribution Account to pay the
entire amount of accrued and unpaid interest then due on such Notes, the amount
in the Note Distribution Account shall be applied to the payment of such
interest on such Notes pro rata on the basis of the total such interest due on
such Notes;


 


(iii)          to
the Class A Noteholders, for payment of principal, ratably, according to
the amounts due and payable on each Class of Class A Notes for
principal, without preference or priority of any kind, until the Outstanding
principal balance of each Class of Class A Notes has been reduced to
zero;


 


(iv)          to
the Class B Noteholders, the Class Interest Amount for the Class B
Notes;


 


(v)           to
the Class B Noteholders, for payment of principal, until the Outstanding
principal balance of the Class B Notes is reduced to zero;


 


(vi)          [Reserved];
and


 


(vii)         thereafter,
any excess shall be deposited in the Certificate Distribution Account.


 


(f)            [Reserved].


 


(g)           [Reserved].


 


SECTION 8.3.              General Provisions Regarding Accounts.  (a)  So long as no Default or Event of
Default shall have occurred and be continuing, all or a portion of the funds in
the Trust Accounts shall be invested in Eligible Investments and reinvested by
the Indenture Trustee upon Issuing Entity Order, subject to the provisions of Section 5.1(b) of the Sale and
Servicing Agreement.  All income or other
gain from investments of monies deposited in the Trust Accounts shall be
deposited by the Indenture Trustee in the Collection Account, and any loss or
expenses resulting from such investments shall be charged to such account.  The Issuing Entity will not direct the
Indenture Trustee to make any investment of any funds or to sell any investment
held in any of the Trust Accounts unless the security interest granted and
perfected in such account will continue to be perfected in such investment or the
proceeds of such sale, in either case without any further action by any Person,
and, in connection with any direction to the 


 


42

















 


Indenture
Trustee to make any such investment or sale, if requested by the Indenture
Trustee, the Issuing Entity shall deliver to the Indenture Trustee an Opinion
of Counsel to such effect.


 


(b)           Subject to Section 6.1(c), the Indenture Trustee
shall not in any way be held liable for the selection of Eligible Investments
or by reason of any insufficiency in any of the Trust Accounts resulting from
any loss on any Eligible Investment included therein, except for losses
attributable to the Indenture Trustee’s failure to make payments on such
Eligible Investments issued by the Indenture Trustee, in its commercial
capacity as principal obligor and not as trustee, in accordance with their
terms; provided, however, that the limitation to the Indenture Trustee’s
liability does not extend to any actions constituting willful misconduct, negligence
or bad faith.


 


(c)           If (i) the
Issuing Entity shall have failed to give investment directions for any funds on
deposit in the Trust Accounts to the Indenture Trustee by 11:00 a.m. (New
York City time) (or such other time as may be agreed by the Issuing Entity and
the Indenture Trustee) on any Business Day; or (ii) a Default or Event of
Default shall have occurred and be continuing with respect to the Notes but the
Notes shall not have been declared due and payable pursuant to Section 5.2, or, if such Notes shall
have been declared due and payable following an Event of Default, but amounts
collected or receivable from the Trust Estate are being applied in accordance
with Section 5.4(b) as
if there had not been such a declaration; then the Indenture Trustee shall, to
the fullest extent practicable, invest and reinvest funds in the Trust Accounts
in the Eligible Investments identified in clause
(d) of the definition of Eligible Investments.


 


(d)           [Reserved].


 


SECTION 8.4.              Release of Trust Estate.  (a)  Subject to the payment of its fees
and expenses pursuant to Section 6.7,
the Indenture Trustee may, and when required by this Indenture shall, execute
instruments to release property from the Lien of this Indenture, or convey the
Indenture Trustee’s interest in the same, in a manner and under circumstances
that are not inconsistent with this Indenture. 
No party relying upon an instrument executed by the Indenture Trustee as
provided in this Article shall be bound to ascertain the Indenture Trustee’s
authority, inquire into the satisfaction of any conditions precedent or see to
the application of any monies.


 


(b)           The Indenture
Trustee shall, at such time as there are no Notes Outstanding and all sums due
to the Indenture Trustee pursuant to Section 6.7
have been paid, release any remaining portion of the Trust Estate that secured
the Notes from the Lien of this Indenture and release to the Issuing Entity or
any other Person entitled thereto any funds then on deposit in the Trust
Accounts.  The Indenture Trustee shall
release property from the Lien of this Indenture pursuant to this paragraph
only upon receipt of an Issuing Entity Request accompanied by an Officer’s
Certificate, an Opinion of Counsel, and (if required by the TIA) Independent
Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting
the applicable requirements of Section 11.1
or an Opinion of Counsel in lieu of such Independent Certificates to the effect
that the TIA does not require any such Independent Certificates.


 


SECTION 8.5.              Opinion of Counsel.  The Indenture Trustee shall receive at least
seven days’ notice when requested by the Issuing Entity to take any action
pursuant to Section 


 


43

















 


8.4(a), accompanied by copies of any instruments involved,
and the Indenture Trustee shall also require, as a condition to such action, an
Opinion of Counsel stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with and such action
will not materially and adversely impair the security for the Notes or the
rights of the Noteholders in contravention of this Indenture; provided, however,
that such Opinion of Counsel shall not be required to express an opinion as to
the fair value of the Trust Estate. 
Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other instrument
delivered to the Indenture Trustee in connection with any such action.


 


ARTICLE IX


Supplemental
Indentures


 


SECTION 9.1.              Supplemental Indentures Without Consent of
Noteholders.


 


(a)           Without the consent
of the Holders of Notes but with prior written notice to the Rating Agencies,
the Issuing Entity and the Indenture Trustee, when authorized by an Issuing
Entity Order, at any time and from time to time, may enter into one or more
indentures supplemental hereto (which shall conform to the TIA as in force at
the date of the execution thereof), in form satisfactory to the Indenture
Trustee, for any of the following purposes:


 


(i)            to
correct or amplify the description of any property at any time subject to the
Lien of this Indenture, or better to assure, convey and confirm unto the
Indenture Trustee any property subject or required to be subjected to the Lien
of this Indenture, or to subject to the Lien of this Indenture additional
property;


 


(ii)           to
evidence the succession, in compliance with the applicable provisions hereof,
of another Person to the Issuing Entity, and the assumption by any such
successor of the covenants of the Issuing Entity herein and in the Notes;


 


(iii)          to
add to the covenants of the Issuing Entity, for the benefit of the Holders of
Notes, or to surrender any right or power herein conferred upon the Issuing
Entity;


 


(iv)          to
convey, transfer, assign, mortgage or pledge any property to or with the
Indenture Trustee;


 


(v)           to
replace the Spread Account with another form of credit enhancement; provided, the Rating Agency Condition is
satisfied;


 


(vi)          to
cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture that may be inconsistent with any other provision herein
or in any supplemental indenture or to make any other provisions with respect
to matters or questions arising under this Indenture or in any supplemental
indenture; provided, that such action shall not materially adversely affect the
interests of the Holders of Notes;


 


(vii)         to
evidence and provide for the acceptance of the appointment hereunder by a
successor or additional trustee with respect to the Notes or any class thereof
and to 


 


44

















 


add to or change any of the provisions of this Indenture as shall be
necessary to facilitate the administration of the trusts hereunder by more than
one trustee, pursuant to the requirements of Article VI; or


 


(viii)        to
modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to effect the qualification of this Indenture under the TIA
or under any similar federal statute hereafter enacted and to add to this
Indenture such other provisions as may be expressly required by the TIA.


 


The
Trustee is hereby authorized to join in the execution of any such supplemental
indenture and to make any further appropriate agreements and stipulations that
may be therein contained.


 


(b)           The Issuing Entity
and the Indenture Trustee, when authorized by an Issuing Entity Order, may,
without the consent of any of the Holders of Notes but with prior written
notice to the Rating Agencies, enter into an indenture or indentures
supplemental hereto to cure any ambiguity, to correct or supplement any
provisions in this Indenture or for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Holders of Notes under this
Indenture; provided, however, that such action shall not, as
evidenced by an Officer’s Certificate of the Seller, adversely affect in any
material respect the interests of any Noteholder.  A supplemental indenture shall be deemed not
to adversely affect in any material respect the interests of any Class of
Notes if the Rating Agency Condition has been satisfied with respect to such
supplemental indenture for such Class of Notes.


 


(c)           [Reserved].


 


SECTION 9.2.              Supplemental Indentures With Consent of Noteholders.  The Issuing Entity and the Indenture Trustee,
when authorized by an Issuing Entity Order, may, with prior written notice to
the Rating Agencies and with the consent of the Holders of Notes evidencing not
less than a majority of the Outstanding Amount of the Notes, by Act of such
Holders delivered to the Issuing Entity and the Indenture Trustee, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of Notes
under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Note
affected thereby:


 


(i)            delay
the Class Final Scheduled Maturity Date of any Note, or reduce the
principal amount thereof, the interest rate thereon or the Redemption Price
with respect thereto or change any place of payment where, or the coin or
currency in which, any Note or the interest thereon is payable, or impair the
right to institute suit for the enforcement of the provisions of this Indenture
requiring the application of funds available therefor, as provided in Article V,
to the payment of any such amount due on or after the respective due dates
thereof (or, in the case of redemption, on or after the Redemption Date);


 


45
















 


(ii)           reduce
the percentage of the Outstanding Amount, the consent of the Holders of which
is required for any such supplemental indenture, or the consent of the Holders
of which is required for any waiver of compliance with certain provisions of
this Indenture or certain defaults hereunder and their consequences provided
for in this Indenture;


 


(iii)          modify
or alter the provisions of the proviso to the definition of “Outstanding”;


 


(iv)          reduce
the percentage of the Outstanding Amount required to direct the Indenture
Trustee to direct the Issuing Entity to sell or liquidate the Trust Estate
pursuant to Section 5.4;


 


(v)           modify
any provision of this Section except to increase any percentage specified
herein or to provide that certain additional provisions of this Indenture or
the Basic Documents cannot be modified or waived without the consent of the
Holder of each Outstanding Note affected thereby;


 


(vi)          modify
any of the provisions of this Indenture in such manner as to affect the
calculation of the amount of any payment of interest or principal due on any
Note on any Payment Date (including the calculation of any of the individual
components of such calculation) or to affect the rights of the Holders of Notes
to the benefit of any provisions for the mandatory redemption of the Notes
contained herein; or


 


(vii)         permit
the creation of any Lien ranking prior to or on a parity with the Lien of this
Indenture with respect to any part of the Trust Estate or, except as otherwise
permitted or contemplated herein, terminate the Lien of this Indenture on any
property at any time subject hereto or deprive any Holder of Notes of the
security provided by the Lien of this Indenture.


 


It
shall not be necessary for any Act of the Noteholders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.  The manner of obtaining such consents (and
any other consents of Noteholders provided for in this Indenture or in any
other Basic Document) and of evidencing the authorization of the execution
thereof by Noteholders shall be subject to such reasonable requirements as the
Indenture Trustee may provide.


 


Promptly
after the execution by the Issuing Entity and the Indenture Trustee of any
supplemental indenture pursuant to this Section, the Indenture Trustee shall
mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of such
supplemental indenture.  Any failure of
the Indenture Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.


 


SECTION 9.3.              Execution of Supplemental Indentures.  In executing, or permitting the additional
trusts created by, any supplemental indenture permitted by this Article IX or the modifications
thereby of the trusts created by this Indenture, the Indenture Trustee shall be
entitled to receive, and, subject to Sections
6.1 and 6.2, shall be
fully protected in relying


 


46

















 


upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. 
The Indenture Trustee may, but shall not be obligated to, enter into any
such supplemental indenture that affects the Indenture Trustee’s own rights,
duties, liabilities or immunities under this Indenture or otherwise.


 


SECTION 9.4.              Effect of Supplemental Indenture.  Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be
deemed to be modified and amended in accordance therewith with respect to the
Notes affected thereby, and the respective rights, limitations of rights, obligations,
duties, liabilities and immunities under this Indenture of the Indenture
Trustee, the Issuing Entity and the Holders of the Notes shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.


 


SECTION 9.5.              Conformity with Trust Indenture Act.  Every amendment of this Indenture and every
supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the TIA
as then in effect so long as this Indenture shall then be qualified under the
TIA.


 


SECTION 9.6.              Reference in Notes to Supplemental Indentures.  Notes authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and
if required by the Indenture Trustee shall, bear a notation in form approved by
the Indenture Trustee as to any matter provided for in such supplemental
indenture.  If the Issuing Entity or the
Indenture Trustee shall so determine, new Notes so modified as to conform, in
the opinion of the Indenture Trustee and the Issuing Entity, to any such
supplemental indenture may be prepared and executed by the Issuing Entity and
authenticated and delivered by the Indenture Trustee in exchange for
Outstanding Notes.


 


SECTION 9.7.              Amendment
without Consent. 
Notwithstanding anything herein to the contrary (other than as provided
in Section 9.1(c) and Section 9.2), any term or provision
of this Agreement may be amended by the Issuing Entity and the Indenture
Trustee without the consent of the Noteholders or any other Person to add,
modify or eliminate any provisions as may be necessary or advisable in order to
comply with or obtain more favorable treatment under or with respect to any law
or regulation or any accounting rule or principle (whether now or in the
future in effect); it being a condition to any such amendment that the Rating Agency
Condition shall have been satisfied.


 


ARTICLE X

Redemption of Notes


 


SECTION 10.1.            Redemption.  (a)  The Notes are subject to redemption
in whole, but not in part, at the direction of CNHCA pursuant to Section 9.1(a) of the Sale and
Servicing Agreement, on any Payment Date on which CNHCA exercises its option to
purchase the Trust Estate pursuant to said Section 9.1(a),
for a purchase price equal to the Redemption Price.  The Servicer or the Issuing Entity shall
furnish the Rating Agencies notice of such redemption.  If such Notes are to be redeemed pursuant to
this Section 10.1, CNHCA or
the Issuing Entity shall


 


47

















 


furnish
notice of such election to the Indenture Trustee not later than 25 days prior
to the Redemption Date and the Issuing Entity shall deposit with the Indenture
Trustee in the Note Distribution Account the Redemption Price of the Notes to
be redeemed.


 


(b)           Reserved.


 


SECTION 10.2.            Form of Redemption Notice.  Notice of redemption under Section 10.1 shall be given by the
Indenture Trustee by first-class mail, postage prepaid, mailed not less than
five Business Days prior to the applicable Redemption Date to each Holder of
Notes, as of the close of business on the Record Date preceding the applicable
Redemption Date, at such Holder’s address appearing in the Note Register.


 


All
notices of redemption shall state:


 


(i)            the
Redemption Date;


 


(ii)           the
Redemption Price;


 


(iii)          the
place where such Notes are to be surrendered for payment of the Redemption
Price (which shall be the office or agency of the Issuing Entity to be
maintained as provided in Section 3.2);
and


 


(iv)          the
CUSIP numbers of the affected Notes.


 


Notice
of redemption of the Notes shall be given by the Indenture Trustee in the name and
at the expense of the Issuing Entity. 
Failure to give notice of redemption, or any defect therein, to any
Holder of any Note shall not impair or affect the validity of the redemption of
any other Note.


 


SECTION 10.3.            Notes Payable on Redemption Date.  The Notes to be redeemed shall, following
notice of redemption pursuant to this Article, become due and payable on the
Redemption Date at the Redemption Price and (unless the Issuing Entity shall
default in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period after the date to which accrued interest is
calculated for purposes of calculating the Redemption Price.


 


ARTICLE XI

Miscellaneous


 


SECTION 11.1.            Compliance Certificates and
Opinions, etc.  (a) 
Upon any application or request by the Issuing Entity to the Indenture Trustee
to take any action under this Indenture, the Issuing Entity shall furnish to
the Indenture Trustee:  (i) an
Officer’s Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with, (ii) an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with and (iii) (if
required by the TIA) an Independent Certificate from a firm of certified public
accountants meeting the applicable requirements of this Section, except that,
in the case of any such


 


48

















 


application
or request as to which the furnishing of such documents is specifically
required by this Indenture, no additional certificate or opinion need be
furnished.


 


Every
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Indenture shall include:


 


(w)                               a statement
that each signatory of such certificate or opinion has read or has caused to be
read such covenant or condition and the definitions herein relating thereto;


 


(x)                                   a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based;


 


(y)                                 a statement
that, in the opinion of each such signatory, such signatory has made (or has
caused to be made) such examination or investigation as is necessary to enable
such signatory to express an informed opinion as to whether or not such
covenant or condition has been complied with; and


 


(z)                                   a statement as
to whether, in the opinion of each such signatory, such condition or covenant
has been complied with.


 


(b)                                 (i)  Prior
to the deposit of any Collateral or other property or securities with the
Indenture Trustee that is to be made the basis for the release of any property
or securities subject to the Lien of this Indenture, the Issuing Entity shall,
in addition to any obligation imposed in Section 11.1(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days after such deposit) to the
Issuing Entity of the Collateral or other property or securities to be so
deposited.


 


(ii)           Whenever
the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s
Certificate described in clause (i),
the Issuing Entity shall also deliver to the Indenture Trustee an Independent
Certificate as to the same matters, if the fair value to the Issuing Entity of
the Collateral or other property or securities to be so deposited and of all
other such Collateral or other property or securities made the basis of any
such withdrawal or release since the commencement of the then-current fiscal
year of the Issuing Entity, as set forth in the certificates delivered pursuant
to clause (i) and this clause (ii), is 10% or more of the
Outstanding Amount of the Notes, but such a certificate need not be furnished
with respect to any Collateral or other property or securities so deposited if
the fair value thereof to the Issuing Entity as set forth in the related
Officer’s Certificate is (A) less than $25,000 or (B) less than one
percent of the then Outstanding Amount of the Notes.


 


(iii)          Other
than with respect to property as contemplated by clause (v), whenever any Collateral or other property or
securities are to be released from the Lien of this Indenture, the Issuing
Entity shall also furnish to the Indenture Trustee an Officer’s Certificate
certifying or stating the opinion of each person signing such certificate as to
the fair value (within 90 days after such release) of the Collateral or other property
or


 


49

















 


securities proposed to be released and stating that in the opinion of
such person the proposed release will not impair the security under this
Indenture in contravention of the provisions hereof.


 


(iv)          Whenever
the Issuing Entity is required to furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of any signer thereof as to the
matters described in clause (iii),
the Issuing Entity shall also furnish to the Indenture Trustee an Independent
Certificate as to the same matters if the fair value to the Issuing Entity of
the Collateral or other property or securities and of all other property, other
than property as contemplated by clause (v),
or securities released from the Lien of this Indenture since the commencement
of the then-current fiscal year, as set forth in the certificates required by clause (iii) and this clause (iv), equals 10% or more of the
Outstanding Amount of the Notes, but such certificate need not be furnished in
the case of any release of Collateral or other property or securities if the
fair value thereof to the Issuing Entity as set forth in the related Officer’s
Certificate is (A) less than $25,000 or (B) less than one percent of
the then Outstanding Amount of the Notes.


 


(v)           Notwithstanding
Section 2.9 or any other
provision of this Section, the Issuing Entity may, without compliance with the
requirements of the other provisions of this Section:  (A) collect, liquidate, sell or
otherwise dispose of Receivables and Financed Equipment as and to the extent
permitted or required by the Basic Documents and (B) make cash payments
out of the Trust Accounts as and to the extent permitted or required by the
Basic Documents so long as the Issuing Entity shall deliver to the Indenture
Trustee every six months, commencing March 1, 2010, an Officer’s
Certificate of the Issuing Entity stating that all such dispositions of
Collateral that occurred since the execution of the previous such Officer’s
Certificate (or for the first such Officer’s Certificate, since the Closing
Date) were in the ordinary course of the Issuing Entity’s business and that the
proceeds thereof were applied in accordance with the Basic Documents.


 


SECTION 11.2.            Form of
Documents Delivered to Indenture Trustee.  In any case where several matters are
required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the
opinion of, only one such Person, or that they be so certified or covered by
only one document, but one such Person may certify or give an opinion with
respect to some matters and one or more other such Persons as to other matters,
and any such Person may certify or give an opinion as to such matters in one or
several documents.


 


Any
certificate or opinion of an Authorized Officer of the Issuing Entity may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate, opinion or
representations with respect to the matters upon which his certificate or
opinion is based is/are erroneous.  Any
such certificate of an Authorized Officer or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Servicer, the Seller, the
Issuing Entity or the Administrator, stating that the information with respect
to such factual matters is in the possession of the Servicer, the Seller, the
Issuing Entity or the Administrator, as applicable,


 


50

















 


unless such Authorized
Officer or counsel knows, or in the exercise of reasonable care should know,
that the certificate, opinion or representations with respect to such matters
is/are erroneous.


 


Where
any Person is required or permitted to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.


 


Whenever
in this Indenture, in connection with any application, certificate or report to
the Indenture Trustee, it is provided that the Issuing Entity shall deliver any
document as a condition of the granting of such application, or as evidence of
the Issuing Entity’s compliance with any term hereof, it is intended that the
truth and accuracy, at the time of the granting of such application or at the
effective date of such certificate or report (as the case may be), of the facts
and opinions stated in such document shall in such case be conditions precedent
to the right of the Issuing Entity to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee’s right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article VI.


 


SECTION 11.3.            Acts of Noteholders.  (a)  Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture
to be given or taken by Noteholders may be embodied in and evidenced by one or
more instrument(s) of substantially similar tenor signed by such
Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided, such action shall become effective when
such instrument(s) are delivered to the Indenture Trustee, and, where it
is hereby expressly required, to the Issuing Entity.  Such instrument(s) (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
“Act” of the Noteholders signing such instrument(s).  Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and (subject to Section 6.1)
conclusive in favor of the Indenture Trustee and the Issuing Entity, if made in
the manner provided in this Section.


 


(b)           The fact and date of
the execution by any Person of any such instrument or writing may be proved in
any manner that the Indenture Trustee deems sufficient.


 


(c)           The ownership of
Notes shall be proved by the Note Register.


 


(d)           Any request, demand,
authorization, direction, notice, consent, waiver or Act by the Holder of any
Notes shall bind the Holder of every Note issued upon the registration thereof,
in exchange therefor or in lieu thereof, in respect of anything done, omitted
or suffered to be done by the Indenture Trustee or the Issuing Entity in
reliance thereon, whether or not notation of such action is made upon such
Note.


 


SECTION 11.4.            Notices, etc., to the Indenture Trustee, Issuing
Entity and Rating Agencies. 
Any request, demand, authorization, direction, notice, consent, waiver
or Act of Noteholders, or other documents provided or permitted by this
Indenture, shall be in writing and,


 


51

















 


if
such request, demand, authorization, direction, notice, consent, waiver or Act
of Noteholders is to be made upon, given or furnished to or filed with:


 


(a)           the
Indenture Trustee by any Noteholder or by the Issuing Entity, shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Indenture Trustee at its Corporate Trust Office, or


 


(b)           the
Issuing Entity by the Indenture Trustee or by any Noteholder, shall be
sufficient for every purpose hereunder if in writing and mailed, first-class,
postage prepaid, to the Issuing Entity addressed to:  CNH Equipment Trust 2009-B, in care of
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration,
(facsimile: (302) 636-4140), and to New Holland Credit Company, LLC, as
Administrator, 33 South Railroad Avenue, New Holland Pennsylvania, 17557,
Attention: Finance Manager, (facsimile: (630) 887-5448); with a copy to: New
Holland Credit Company, LLC, 6900 Veterans Boulevard, Burr Ridge, Illinois
60527, Attention: Assistant Treasurer, (facsimile: (630) 887-5448), or at any
other address or facsimile number previously furnished in writing to the
Indenture Trustee by the Issuing Entity or the Administrator.  The Issuing Entity shall promptly transmit
any notice received by it from the Noteholders to the Indenture Trustee.


 


(c)           [Reserved].


 


Notices
required to be given to the Rating Agencies by the Issuing Entity, the
Indenture Trustee or the Trustee shall be in writing, personally delivered or
mailed by certified mail, return receipt requested, or by facsimile to their
respective addresses or facsimile numbers set forth above or, to the extent not
set forth there, as set forth in Section 10.3
of the Sale and Servicing Agreement.


 


SECTION 11.5.            Notices to Noteholders; Waiver.  Where this Indenture provides for notice to
Noteholders of any event, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class,
postage prepaid to each Noteholder affected by such event, at his address as it
appears on the Note Register, not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice.  In any case where notice to Noteholders is
given by mail, neither the failure to mail such notice nor any defect in any
notice so mailed to any particular Noteholder shall affect the sufficiency of
such notice with respect to other Noteholders, and any notice that is mailed in
the manner herein provided shall conclusively be presumed to have been duly
given.


 


Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by any Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Noteholders shall be
filed with the Indenture Trustee but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such a waiver.


 


In
case, by reason of the suspension of regular mail service, it shall be
impractical to mail notice of any event to Noteholders when such notice is
required to be given pursuant to this


 


52

















 


Indenture, then any manner
of giving such notice as shall be satisfactory to the Indenture Trustee shall
be deemed to be a sufficient giving of such notice.


 


Where
this Indenture provides for notice to the Rating Agencies, failure to give such
notice shall not affect any other rights or obligations created hereunder, and
shall not under any circumstance constitute a Default or Event of Default.


 


SECTION 11.6.            Alternate
Payment and Notice Provisions.  Notwithstanding any provision of this
Indenture or any of the Notes to the contrary, the Issuing Entity may enter
into any agreement with any Holder of a Note providing for a method of payment,
or notice by the Indenture Trustee or any Paying Agent to such Holder, that is
different from the methods provided for in this Indenture or the Notes for such
payments or notices.  The Issuing Entity
will furnish to the Indenture Trustee a copy of each such agreement and the
Indenture Trustee will cause payments to be made and notices to be given in
accordance with such agreements.


 


SECTION 11.7.            Conflict
with Trust Indenture Act. 
If any provision hereof limits, qualifies or conflicts with another
provision hereof that is required to be included in this Indenture by the TIA,
such required provision shall control.


 


The
provisions of TIA §§ 310 through 317 that impose duties on any Person
(including the provisions automatically deemed included herein unless expressly
excluded by this Indenture) are a part of and govern this Indenture, whether or
not physically contained herein.


 


SECTION 11.8.            Effect
of Headings and Table of Contents.  The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


 


SECTION 11.9.            Successors
and Assigns.  All covenants and agreements in this
Indenture and the Notes by the Issuing Entity shall bind its successors and
assigns, whether so expressed or not. 
All agreements of the Indenture Trustee in this Indenture shall bind its
successors, co-trustees and agents of the Indenture Trustee.


 


SECTION 11.10.          Severability.  Any provision of this Indenture or the Notes
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or of the
Notes, as applicable, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


SECTION 11.11.          Benefits of Indenture.  Nothing in this Indenture or in the Notes, express
or implied, shall give to any Person, other than the parties hereto and their
successors hereunder, the Noteholders, the Trustee, any other party secured
hereunder and any other Person with an ownership interest in any part of the
Trust Estate, any benefit or any legal or equitable right, remedy or claim
under this Indenture.


 


SECTION 11.12.          Legal Holidays.  In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such
date, but may be made on the next


 


53

















 


Business
Day with the same force and effect as if made on the date on which nominally
due, and no interest shall accrue for the period from and after any such
nominal date.


 


SECTION 11.13.          Governing Law.  This Indenture shall be construed in
accordance with the laws of the State of New York, and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.


 


SECTION 11.14.          Counterparts.  This Indenture may be executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.


 


SECTION 11.15.          Recording
of Indenture.  If this
Indenture is subject to recording in any public recording offices, such
recording is to be effected by the Issuing Entity and, at its expense,
accompanied by an Opinion of Counsel (which may be counsel to the Indenture
Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to
the effect that such recording is necessary either for the protection of the
Noteholders or any other Person secured hereunder or for the enforcement of any
right or remedy granted to the Indenture Trustee under this Indenture.


 


SECTION 11.16.          Trust
Obligation.  No recourse
may be taken, directly or indirectly, with respect to the obligations of the
Issuing Entity, the Trustee or the Indenture Trustee on the Notes or under this
Indenture or any certificate or other writing delivered in connection herewith
or therewith, against:  (i) the
Indenture Trustee or the Trustee in their individual capacities, (ii) any
owner of a beneficial interest in the Issuing Entity or (iii) any partner,
owner, beneficiary, officer, director, employee or agent of:  (a) the Indenture Trustee or the Trustee
in their individual capacities, (b) any owner of a beneficial interest in
the Issuing Entity, the Trustee or the Indenture Trustee or (c) of any
successor or assign of the Indenture Trustee or the Trustee in their individual
capacities, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and the Trustee have no such obligations
in their individual capacities) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution or failure
to pay any installment or call owing to such entity. For all purposes of this
Indenture, in the performance of any duties or obligations of the Issuing
Entity hereunder, the Trustee shall be subject to, and entitled to the benefits
of, Articles VI, VII and VIII of the Trust Agreement.


 


SECTION 11.17.          No
Petition.  The Indenture
Trustee, by entering into this Indenture, and each Noteholder, by accepting a
Note, hereby covenant and agree that they will not at any time institute
against the Seller or the Issuing Entity, or solicit or join or cooperate with
or encourage any institution against the Seller or the Issuing Entity of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or State bankruptcy or
similar law in connection with any obligations relating to the Notes, this
Indenture or any of the Basic Documents. 
The foregoing shall not limit the rights of the Indenture Trustee to
file any claim in or otherwise take any action with respect to any insolvency
proceeding that was instituted against the Issuing Entity by any Person other
than the Indenture Trustee.


 


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SECTION 11.18.          Inspection.  The Issuing Entity agrees that, on reasonable
prior notice, it will permit any representative of the Indenture Trustee,
during the Issuing Entity’s normal business hours, to examine all the books of
account, records, reports and other papers of the Issuing Entity, to make
copies and extracts therefrom, to cause such books to be audited by Independent
certified public accountants, and to discuss the Issuing Entity’s affairs,
finances and accounts with the Issuing Entity’s officers, employees and
Independent certified public accountants, all at such reasonable times and as
often as may be reasonably requested. 
The Indenture Trustee shall and shall cause its representatives to hold
in confidence all such information; provided,
however, that the foregoing shall
not be construed to prohibit:  (i) disclosure
of any and all information that is or becomes publicly known, or information
obtained by the Indenture Trustee from sources other than the Issuing Entity or
Servicer, (ii) disclosure of any and all information:  (A) if required to do so by any
applicable statute, law, rule or regulation, (B) to any government
agency or regulatory or self-regulatory body having or claiming authority to
regulate or oversee any aspects of the Indenture Trustee’s business or that of
its Affiliates, (C) pursuant to any subpoena, civil investigative demand
or similar demand or request of any court, regulatory authority, arbitrator or
arbitration to which the Indenture Trustee or an Affiliate or any officer,
director, employee or shareholder thereof is subject, (D) in any
preliminary or final offering circular, registration statement or contract or
other document pertaining to the transactions contemplated by the Indenture and
approved in advance by the Issuing Entity or (E) to any Affiliate,
independent or internal auditor, agent, employee or attorney of the Indenture
Trustee having a need to know the same; provided,
that the Indenture Trustee advises such recipient of the confidential nature of
the information being disclosed and such recipient agrees to keep such
information confidential, and provided
further, that the Indenture Trustee promptly notifies the Issuing
Entity of any disclosure of such information that it is required to make
pursuant to the preceding clause (A), (B) or
(C) so that the Issuing
Entity may seek appropriate protective orders or restrictions on the disclosure
of the information involved; (iii) any other disclosure authorized by the
Issuing Entity or the Servicer or (iv) disclosure to the other parties to
the transactions contemplated by the Basic Documents.


 


SECTION 11.19.          Subordination.  Issuing Entity and each Noteholder by
accepting a Note acknowledge and agree that such Note represents indebtedness
of Issuing Entity and does not represent an interest in any assets (other than
the Trust Estate) of CNHCR (including by virtue of any deficiency claim in
respect of obligations not paid or otherwise satisfied from the Trust Estate
and proceeds thereof).  In furtherance of
and not in derogation of the foregoing, to the extent CNHCR enters into other
securitization transactions, the Issuing Entity as well as each Noteholder by
accepting a Note acknowledge and agree that it shall have no right, title or
interest in or to any assets (or interests therein) (other than Trust Estate)
conveyed or purported to be conveyed by CNHCR to another securitization trust
or other Person or Persons in connection therewith (whether by way of a sale,
capital contribution or by virtue of the granting of a lien) (“Other Assets”).  To the extent that, notwithstanding the
agreements and provisions contained in the preceding sentences of this
subsection, the Issuing Entity or any Noteholder either (i) asserts an
interest or claim to, or benefit from, Other Assets, whether asserted against
or through CNHCR or any other Person owned by CNHCR, or (ii) is deemed to
have any such interest, claim or benefit in or from Other Assets, whether by
operation of law, legal process, pursuant to applicable provisions of
insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any
successor provision having similar effect under the Bankruptcy Code), and
whether deemed asserted against or through CNHCR or


 


55

















 


any
other Person owned by CNHCR, then the Issuing Entity and each Noteholder by
accepting a Note further acknowledge and agree that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full of all obligations and liabilities of CNHCR which,
under the terms of the relevant documents relating to the securitization of
such Other Assets, are entitled to be paid from, entitled to the benefits of,
or otherwise secured by such Other Assets (whether or not any such entitlement
or security interest is legally perfected or otherwise entitled to a priority
of distribution or application under applicable law, including insolvency laws,
and whether asserted against CNHCR or any other Person owned by CNHCR),
including, the payment of post-petition interest on such other obligations and
liabilities.  This subordination
agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy
Code.  Each Noteholder further
acknowledges and agrees that no adequate remedy at law exists for a breach of
this Section 11.19 and the
terms of this Section 11.19
may be enforced by an action for specific performance.


 


SECTION 11.20.          Information
Requests.  The parties
hereto shall provide any information reasonably requested by the Issuing
Entity, Seller or any of their Affiliates, at the expense of the Issuing
Entity, Seller or any of their Affiliates, as applicable, in order to comply
with or obtain more favorable treatment under any current or future law, rule,
regulation, accounting rule or principle.


 


[the remainder of this page intentionally
left blank]


 


56

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly
executed by their respective officers duly authorized as of the day and year
first above written.


 


	
   

  	
   

  	
  CNH EQUIPMENT TRUST 2009-B

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Wilmington Trust Company, 

  not in its individual capacity but solely as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Dorri Costello

  
	
   

  	
   

  	
   

  	
  Name:  Dorri
  Costello

  
	
   

  	
   

  	
   

  	
  Title:    Financial
  Services Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST COMPANY, N.A.

  
	
   

  	
   

  	
  not in its individual
  capacity but solely as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Robert Castle

  
	
   

  	
   

  	
   

  	
  Name:  Robert Castle

  
	
   

  	
   

  	
   

  	
  Title:    Vice President

  



 
















 


APPENDIX A

Definitions


 


“180-Day Receivable” with respect to any
Collection Period means any Receivable as to which a scheduled payment is 180
days or more past due by the last day of such Collection Period and which has
not become a Liquidated Receivable or a Repossessed Receivable; provided that a
Receivable shall cease to be a 180-Day Receivable if the Servicer subsequently
receives payment in full of each scheduled payment that was previously 180-days
or more past due.


 


“A-1 Note” means any of the Issuing Entity’s
1.35205% Class A-1 Asset Backed Notes.


 


“A-1 Note Final Scheduled Maturity Date”
means the June 4, 2010 Payment Date.


 


“A-1 Note Rate” means 1.35205% per annum,
computed on the basis of the actual number of days in that Interest Period and
a year of 360 days.


 


“A-1 Noteholders” means the holders of
record of the A-1 Notes.


 


“A-2 Note” means any of the Issuing Entity’s
2.40% Class A-2 Asset Backed Notes.


 


“A-2 Note Final Scheduled Maturity Date”
means the May 16, 2011 Payment Date.


 


“A-2 Note Rate” means 2.40% per annum,
computed on the basis of a 360-day year of twelve 30-day months.


 


“A-2 Noteholders” means the holders of
record of the A-2 Notes.


 


“A-3 Note” means any of the Issuing Entity’s
2.97% Class A-3 Asset Backed Notes.


 


“A-3 Note Final Scheduled Maturity Date”
means the March 15, 2013 Payment Date.


 


“A-3 Note Rate” means 2.97% per annum,
computed on the basis of a 360-day year of twelve 30-day months.


 


“A-3 Noteholders” means the holders of
record of the A-3 Notes.


 


“A-4 Note” means any of the Issuing Entity’s
5.17% Class A-4 Asset Backed Notes.


 


“A-4 Note Final Scheduled Maturity Date”
means the October 15, 2014 Payment Date.


 


“A-4 Note Rate” means 5.17% per annum,
computed on the basis of a 360-day year of twelve 30-day months.


 


“A-4 Noteholders” means the holders of
record of the A-4 Notes.


 


“Act” is defined in Section 11.3(a) of the
Indenture.


 


Appendix A (Page 1)

















 


“Administration Agreement” means the
Administration Agreement dated as of April 1, 2009 among the
Administrator, the Issuing Entity, the Indenture Trustee and the Trustee.


 


“Administration Fee” means the fee payable
to the Administrator pursuant to Section 3
of the Administration Agreement.


 


“Administrator” means NH Credit, or any
successor Administrator under the Administration Agreement.


 


“Affiliate” means, with respect to any
specified Person, any other Person controlling or controlled by or under common
control with such specified Person.  For
the purposes of this definition, “control” when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. 
The term “Affiliated” has a correlative meaning.


 


“Amount Financed” with respect to a
Receivable means the amount advanced under such Receivable toward the purchase
price of the Financed Equipment, or, in the case of any retail installment loan
or consumer installment loan, the amount advanced to the related Obligor that
is secured by Financed Equipment, and any related costs, including any
insurance financed thereby.


 


“Annual Percentage Rate” or “APR” of a
Receivable means the annual rate of finance charges in effect from time to time
under the related Contract.


 


“Asset Balance” means, for any Payment
Date, the sum of the Pool Balance and any amounts on deposit in the Pre-Funding
Account, in each case as of the beginning of the current Collection
Period.  For purposes of the calculation
of any amount on deposit in the Pre-Funding Account, any amount in the
Pre-Funding Account that is to be paid as principal on the Notes on the Payment
Date falling in that Collection Period in connection with the end of the
Pre-Funding Period shall be deemed to have been withdrawn from the Pre-Funding
Account as of the end of  the immediately
preceding Collection Period.


 


“Assets” is defined in Section 2.2 of the Purchase
Agreement.


 


“Assignment” is defined in Section 2.1 of the Sale and Servicing
Agreement.


 


“Authorized Officer” means, with respect to
the Issuing Entity, any officer of the Trustee who is authorized to act for the
Trustee in matters relating to the Issuing Entity and who is identified on the
list of Authorized Officers delivered by the Trustee to the Indenture Trustee
on the Closing Date (as such list may be modified or supplemented from time to
time thereafter) and, so long as the Administration Agreement is in effect, any
Vice President, Assistant Treasurer, Assistant Secretary, or more senior
officer of the Administrator who is authorized to act for the Administrator in
matters relating to the Issuing Entity and to be acted upon by the Administrator
pursuant to the Administration Agreement and who is identified on the list of
Authorized Officers delivered by the Administrator to the Indenture Trustee on
the Closing Date (in each case as such list may be modified or supplemented
from time to time thereafter).


 


Appendix A (Page 2)

















 


“Average Delinquency Ratio” on any Payment
Date means the average of the Delinquency Ratios for the preceding three
calendar months.


 


“Average Delinquency Ratio Test” for the
Payment Date occurring in, or following, a month specified below will be met if
the Average Delinquency Ratio for such Payment Date is less than the percentage
specified opposite such Payment Date:


 


	
  Payment Date

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  November 2010

  	
   

  	
  1.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  May 2011

  	
   

  	
  2.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  November 2011

  	
   

  	
  3.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  May 2012

  	
   

  	
  3.50

  	
  %

  



 


“Backup Servicer” means Systems &
Services Technologies, Inc., a Delaware corporation, and its successors
and assigns.


 


“Backup Servicer Account” means the account
designated as such, established and maintained pursuant to Section 5.1(a)(vii) of the Sale
and Servicing Agreement.


 


“Backup Servicer Account Initial Deposit”
means $150,000.


 


“Backup Servicer Account Property” means
the Backup Servicer Account, all amounts and investments held from time to time
in the Backup Servicer Account (whether in the form of deposit accounts,
physical property, book-entry securities, uncertificated securities or
otherwise), and all proceeds of the foregoing.


 


“Backup Servicer Account Required Amount”
means, initially, the Backup Servicer Account Initial Deposit; provided,
however, the Backup Servicer Account Required Amount may be reduced by the
Servicer if (a) Moody’s shall have been given at least 10 Business Days’
prior notice thereof and shall have not notified the Issuing Entity and the
Indenture Trustee that such reduction will result in a reduction or withdrawal
by Moody’s of its then current rating of any Outstanding Class of the
Notes, (b) SST is no longer acting as Backup Servicer or has otherwise
consented to such reduction (such consent shall not be unreasonably withheld)
and (c) SST as Backup Servicer has been paid any accrued and unpaid
amounts due to it.


 


“Backup Servicer Account Shortfall Amount”
is defined in Section 4.12
of the Sale and Servicing Agreement.


 


“Backup Servicer Expenses” is defined in Section 4.12 of the Sale and
Servicing Agreement.


 


“Backup Servicer Fees” means the fees
payable to the Backup Servicer pursuant to the Backup Servicing Agreement, the
Sale and Servicing Agreement and the Indenture.


 


Appendix A (Page 3)

















 


“Backup Servicing Agreement” means the
Backup Servicing Agreement, dated as of April 1, 2009, entered into by the
Issuing Entity, the Seller, the Servicer and the Backup Servicer.


 


“Bankruptcy Code” means the United States
Bankruptcy Code, Title 11 of the United States Code, as amended.


 


“Basic Documents” means the Certificate of
Trust, the Trust Agreement, the Purchase Agreement, the Sale and Servicing
Agreement, the Indenture, the Administration Agreement, the Backup Servicing
Agreement and other documents and certificates delivered in connection
therewith.


 


“Benefit Plan” is defined in Section 3.4 of the Trust Agreement.


 


“Book-Entry Notes” means a beneficial interest
in the Notes of a particular Class, ownership and transfers of which shall be
made through book entries by a Clearing Agency as described in Section 2.10 of the Indenture.


 


“Business Day” means any day other than a
Saturday, a Sunday or a day on which banking institutions or trust companies in
The City of New York, New York, Wilmington, Delaware, Chicago, Illinois, New
Holland, Pennsylvania, St. Joseph, Missouri and Racine, Wisconsin are
authorized or obligated by law, regulation or executive order to remain closed.


 


“Certificate Distribution Account” is
defined in Section 5.1 of
the Trust Agreement.


 


“Certificate of Trust” means the
Certificate of Trust substantially in the form of Exhibit B to the Trust
Agreement filed for the Trust pursuant to Section 3810(a) of
the Trust Statute.


 


“Certificate Register” and “Certificate Registrar” means the register
mentioned and the registrar appointed pursuant to Section 3.4 of the Trust Agreement.


 


“Certificated Security” has the meaning
assigned thereto in Section 8-102(a)(4) of
the UCC.


 


“Certificateholder” means a Person in whose
name a Trust Certificate is registered.


 


“Certificates” means the Trust Certificates
(as defined in the Trust Agreement).


 


“CIT Bank” means CIT Bank, an industrial
bank organized under the laws of the State of Utah.


 


“Class” means any class of Notes.


 


“Class A Noteholder” means any holder
of a Class A Note.


 


“Class A Notes” means the A-1 Notes,
the A-2 Notes, the A-3 Notes and the A-4 Notes.


 


“Class B Note” means any of the
Issuing Entity’s 0.00% Class B Asset Backed Notes.


 


Appendix A (Page 4)

















 


“Class B Note Final Scheduled Maturity Date”
means the November 16, 2015 Payment Date.


 


“Class B Note Rate” means 0.00% per
annum, computed on the basis of a 360-day year of consisting of twelve 30-day
months.


 


“Class B Noteholder” means any holder
of a Class B Note.


 


“Class Final Scheduled Maturity Date”
means, as to any Class of Notes, the final scheduled maturity date for
that Class, as designated by the defined term that begins with the designation
of that Class and ends with the phrase “Final Scheduled Maturity Date.”  For instance, the Class Final Scheduled
Maturity Date for the A-1 Notes is the A-1 Note Final Scheduled Maturity Date.


 


“Class Interest Amount” means, with
respect to any Payment Date (the “current Payment Date”) and any Class of
Notes, an amount equal to the sum of (a) the aggregate amount of interest
accrued on that Class of Notes at the applicable Interest Rate from and
including the preceding Payment Date (or, in the case of the initial Payment
Date, from and including the Closing Date) to but excluding the current Payment
Date plus (b) the Class Interest Shortfall for that Class of
Notes and the current Payment Date.


 


“Class Interest Shortfall” means, with
respect to any Payment Date (the “current Payment Date”) and any Class of
Notes, the excess of the Class Interest Amount for the preceding Payment
Date over the amount in respect of interest on that Class of Notes that
was actually deposited in the Note Distribution Account on such preceding
Payment Date, plus interest on such excess, to the extent permitted by law, at
a rate per annum equal to the Interest Rate on that Class of Notes, from
such preceding Payment Date to but excluding the current Payment Date.


 


“Clearing Agency” means an organization
registered as a “clearing agency” pursuant to Section 17A
of the Exchange Act that has been designated as the “Clearing Agency” for
purposes of the Indenture.


 


“Clearing Agency Participant” means a
broker, dealer, bank, other financial institution or other Person for whom from
time to time a Clearing Agency effects book-entry transfers and pledges of
securities deposited with the Clearing Agency.


 


“Closing Date” means May 12, 2009.


 


“CNH America” means CNH America LLC, a
Delaware limited liability company, and its successors and assigns.


 


“CNH Global” means CNH Global N.V., a
company organized in the Kingdom of The Netherlands, and its successors and
assigns.


 


“CNHCA” means CNH Capital America LLC, a
Delaware limited liability company, and its successors and assigns.


 


Appendix A (Page 5)

















 


“CNHCA Assignment” means the document of
assignment attached to the Purchase Agreement as Exhibit A.


 


“CNHCA Subsequent Transfer Assignment” is
defined in Section 4.1(b)(i) of
the Purchase Agreement.


 


“CNHCR” means CNH Capital Receivables LLC,
a Delaware limited liability company, and its successors in interest to the
extent permitted hereunder.


 


“CNHCR Assets” is defined in Section 2.2 of the Sale and Servicing
Agreement.


 


“Code” means the Internal Revenue Code of
1986, as amended from time to time, and Treasury Regulations promulgated
thereunder.


 


“Collateral” is defined in the Granting
Clause of the Indenture.


 


“Collection Account” means the account
designated as such, established and maintained pursuant to Section 5.1(a) of the Sale and
Servicing Agreement.


 


“Collection Period” means, with respect to
any Payment Date, the period from the end of the preceding Collection Period
(or, if for the first Payment Date, from the beginning of the day after the
Initial Cutoff Date) to and including the last day of the calendar month
preceding the calendar month in which the Payment Date occurs.


 


“Commission” means the Securities and
Exchange Commission.


 


“Contract” means a Retail Installment
Contract.


 


“Contract Value” means, with respect to any
day (including the Initial Cutoff Date or any Subsequent Cutoff Date), the sum
of (a) the present value of the future Scheduled Payments discounted
monthly at an annual rate equal to the Specified Discount Factor; plus (b) the
amount of any past due payments.


 


“Control” with respect to any Federal Book
Entry Security, the Indenture Trustee shall have obtained control if:


 


(i)            the Indenture
Trustee is a participant in the book entry system maintained by the Federal
Reserve Bank that is acting as fiscal agent for the Issuing Entity of such
Federal Book Entry Security, and such Federal Reserve Bank has indicated by
book entry that such Federal Book Entry Security has been credited to the
Indenture Trustee’s securities account in such book entry system; or


 


(ii)           the Indenture
Trustee (1) is registered on the records of a Securities Intermediary as
the person having a Securities Entitlement in respect of such Federal Book
Entry Security against such Securities Intermediary; or (2) has obtained
the agreement, in writing, of the Securities Intermediary for such Securities
Entitlement that such Securities Intermediary will comply with


 


Appendix A (Page 6)

















 


Entitlement
Orders of the Indenture Trustee without further consent of any other Person;
and (b) the Securities Intermediary is a participant in the book entry
system maintained by the Federal Reserve Bank that is acting as fiscal agent
for the Issuing Entity of such Federal Book Entry Security; and (c) such
Federal Reserve Bank has indicated by book entry that such Federal Book Entry
Security has been credited to the Securities Intermediary’s securities account
in such book entry system.


 


“Corporate Trust Office” means, (a) with
respect to the Indenture Trustee, the office of the Indenture Trustee in
Illinois at which at any particular time its corporate trust business shall be
administered, and all notices to the Indenture Trustee shall be directed to the
Indenture Trustee’s office located at 2 North LaSalle Street, Suite 1020,
Chicago, Illinois 60602, Attention Structured Finance-ABS, facsimile no. (312)
827-8562; or at such other address as the Indenture Trustee may designate from
time to time by notice to the Noteholders and the Seller, or the principal
corporate trust office of any successor Indenture Trustee (the address of which
the successor Indenture Trustee will notify the Noteholders and the Seller),
and (b) with respect to the Trustee, the principal corporate trust office
of the Trustee located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration; or at
such other address as the Trustee may designate from time to time by notice to
the Certificateholders and the Depositor, or the principal corporate trust
office of any successor Trustee (the address of which the successor Trustee
will notify the Certificateholders and the Depositor).


 


“Cumulative Net Loss Ratio” on any Payment
Date means the ratio, expressed as a percentage, of (a) the aggregate
Measured Losses on the Receivables since their respective Cutoff Dates through
the last day of the related Collection Period, to (b) the sum of (i) the
Pool Balance as of the Initial Cutoff Date and (ii) the sum of the
Contract Values of all Receivables purchased with amounts on deposit in the
Pre-Funding Account, each as of the related Cutoff Date for the related
Receivable.


 


“Cumulative Net Loss Ratio Test” for the
Payment Date occurring in, or following, a month specified below will be met if
the Cumulative Net Loss Ratio for such Payment Date is less than the percentage
specified opposite such Payment Date:


 


	
  Payment Date

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  November 2010

  	
   

  	
  0.40

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  May 2011

  	
   

  	
  0.55

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  November 2011

  	
   

  	
  0.65

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  May 2012

  	
   

  	
  0.75

  	
  %

  



 


“Cutoff Date” means, (a) with respect
to any Initial Receivable, the Initial Cutoff Date, and (b) with respect
to any Subsequent Receivable, the applicable Subsequent Cutoff Date.


 


Appendix A (Page 7)

















 


“Dealer” means the dealer (which may
include retail outlets owned in whole or in part by CNH America LLC) or other
third-party that (i) originated and assigned the respective Receivable to
CNHCA or NH Credit, as applicable, under a Dealer Agreement or (ii) coordinated
the origination of a Receivable through a program with CIT Bank, pursuant to
which CIT Bank funds installment loans to consumers to enable the consumers to
purchase products distributed by such party.


 


“Dealer Agreement” means the retail
financing agreement, warranty agreement or other agreement between the
applicable Dealer and CNHCA or NH Credit, as applicable, which governs the
terms of sales of Receivables from that Dealer to CNHCA or NH Credit, as
applicable.


 


“Default” means any occurrence that is, or
with notice or the lapse of time or both would become, an Event of Default.


 


“Definitive Notes” is defined in Section 2.10 of the Indenture.


 


“Delinquency Ratio” for any calendar month
means the ratio, expressed as a percentage, of (a) the sum, for all of the
Receivables, of all scheduled payments that are 60 days or more past due (other
than Purchased Receivables and Liquidated Receivables) as of the end of such
month, determined in accordance with the Servicer’s then-current practices, to (b) the
Pool Balance as of the last day of such month.


 


“Delivery” means, when used with respect to
Trust Account Property:


 


(i)            with respect to a Certificated
Security, transfer of such Certificated Security to the Indenture Trustee or
its nominee or custodian by physical delivery to the Indenture Trustee or its
nominee or custodian, endorsed to, or registered in the name of, the Indenture
Trustee or its nominee or custodian or endorsed in blank; and


 


(ii)           with respect to any
such Trust Account Property that constitutes an Uncertificated Security
(including any investments in money market mutual funds, but excluding any
Federal Book Entry Security), (A) registration of the Indenture Trustee as
the registered owner by the Issuing Entity, or (B) satisfaction of the
requirements for obtaining “control” pursuant to Section 8-106(c)(2) of the UCC.


 


“Depositor” means the Seller in its
capacity as Depositor under the Trust Agreement.


 


“Determination Date” means, with respect to
any Transfer Date, the second Business Day prior to such Transfer Date.


 


“Eligible Deposit Account” means
either:  (a) a segregated account
with an Eligible Institution or any other segregated account, the deposit of
funds in which satisfies the Rating Agency Condition or (b) a segregated
trust account with the corporate trust department of a depository institution
organized under the laws of the United States of America or any State (or any
domestic branch of a foreign bank), having corporate trust powers and acting as
trustee for


 


Appendix A (Page 8)

















 


funds deposited in such
account, so long as any of the securities of such depository institution have a
credit rating from each Rating Agency in one of its generic rating categories
that signifies investment grade.


 


“Eligible Institution” means:  (a) the corporate trust department of
the Indenture Trustee or the Trustee or (b) a depository institution
organized under the laws of the United States of America or any State (or any
domestic branch of a foreign bank), which: 
(i) has either a long-term or short-term senior unsecured debt
rating or certificate of deposit rating acceptable to the Rating Agencies and (ii) whose
deposits are insured by the FDIC.


 


“Eligible Investments” mean book-entry
securities, negotiable instruments or securities represented by instruments in
bearer or registered form that evidence:


 


(a)           direct obligations
of, and obligations fully guaranteed as to timely payment by, the United States
of America;


 


(b)           demand deposits,
time deposits or certificates of deposit of any depository institution or trust
company incorporated under the laws of the United States of America or any
State (or any domestic branch of a foreign bank) and subject to supervision and
examination by federal or State banking or depository institution authorities;
provided, however, that at the time of the investment or contractual commitment
to invest therein, the commercial paper or other short-term senior unsecured
debt obligations (other than such obligations the rating of which is based on
the credit of a Person other than such depository institution or trust company)
thereof shall have a credit rating from each of the Rating Agencies in the
highest investment category granted thereby;


 


(c)           commercial paper
having, at the time of the investment or contractual commitment to invest
therein, a rating from each of the Rating Agencies in the highest investment
category granted thereby;


 


(d)           investments in money
market funds having a rating from each of the Rating Agencies in the highest
investment category granted thereby (including funds for which the Indenture
Trustee or the Trustee or any of their respective Affiliates is investment
manager or advisor); provided, that during the Funding Period no investments in
money market funds shall be made with funds in any Trust Account other than the
Collection Account;


 


(e)           bankers’ acceptances
issued by any depository institution or trust company referred to in clause (b);


 


(f)            repurchase
obligations with respect to any security that is a direct obligation of, or
fully guaranteed as to timely payment by, the United States of America or any
agency or instrumentality thereof the obligations of which are backed by the
full faith and credit of the United States of America, in either case entered
into with a depository institution or trust company (acting as principal)
described in clause (b); and


 


Appendix A (Page 9)

















 


(g)           any other investment
permitted by each of the Rating Agencies in the highest investment category
granted thereby as set forth in writing delivered to the Indenture Trustee;


 


provided, that
investments described in clauses (b) through
(g) shall be made only so
long as making such investments will not require the Issuing Entity to register
as an investment company under the Investment Company Act of 1940, as amended.


 


“Entitlement Order” has the meaning
assigned thereto in Section 8-102(a)(8) of
the UCC.


 


“ERISA” means the Employee Retirement
Income Security Act of 1974, as amended from time to time, and the regulations
promulgated thereunder.


 


“Event of Default” is defined in Section 5.1 of the Indenture.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


“Exchange Act Reports” means any reports on
Form 10-D, Form 8-K and Form 10-K filed or to be filed by the
Seller with respect to the Issuing Entity under the Exchange Act.


 


“Executive Officer” means, with respect to
any corporation or limited liability company, the Chief Executive Officer,
Chief Operating Officer, Chief Financial Officer, President, Executive Vice
President, any Vice President, the Secretary or the Treasurer of such corporation
or limited liability company; and with respect to any partnership, any general
partner thereof.


 


“Expected Excess Spread” means, with
respect to each Subsequent Cutoff Date, an amount determined by the Servicer to
represent excess cash flows from the Receivables that can reasonably be
expected to be available to cover the amounts described in clause (a) of the definition of
Required Principal Supplement Account Balance; provided
that each Rating Agency has confirmed that use of such amount determined by the
Servicer in calculating the Required Principal Supplement Account Balance for
such Subsequent Transfer Date will not result in a withdrawal or downgrade of
its rating of any Class of Notes.


 


“Expenses” is defined in Section 8.2 of the Trust Agreement.


 


“Federal Book Entry Security” means an
obligation (i) issued by the U.S. Treasury, the Federal Home Loan Mortgage
Corporation or the Federal National Mortgage Association, or any other direct
obligation of, or obligation fully guaranteed as to timely payment of principal
and interest by, the United States of America, that is a book-entry security
held through the Federal Reserve System pursuant to federal book entry
regulations, and (ii) the perfection of a security interest in which is
governed pursuant to federal regulations by Article 8 of the UCC.


 


“FDIC” means the Federal Deposit Insurance
Corporation or any successor.


 


“Final Scheduled Maturity Date” means the
latest to occur of the Class Final Scheduled Maturity Dates.


 


Appendix A (Page 10)

















 


“Financed Equipment” means property,
including any agricultural, construction, forestry or other equipment, together
with all accessions thereto, securing an Obligor’s indebtedness under a Retail
Installment Contract, including any Substitute Equipment that has been
substituted (in accordance with Section 4.14
of the Sale and Servicing Agreement) for a piece of equipment that originally
secured such indebtedness under a Retail Installment Contract (“Replaced
Equipment”).  Following the substitution
of the Substitute Equipment pursuant to Section 4.14
of the Sale and Servicing Agreement, the Replaced Equipment shall no longer be
considered Financed Equipment for any purposes in the Basic Documents.


 


“Financial Asset” has the meaning assigned
thereto in Section 8-102(a)(9) of
the UCC.


 


“First Principal Payment Amount” has the
meaning assigned thereto in Section 5.6(b)(vi) of
the Sale and Servicing Agreement.


 


“Fitch” means Fitch, Inc., or its
successor.


 


“Form 10-D Disclosure Item” shall mean
with respect to any Person, (a) any legal proceedings pending against such
Person or of which any property of such Person is then subject, or (b) any
governmental proceeding known to be contemplated by governmental authorities
against such Person or of which any property of such Person would be subject,
in each case that would be material to the Noteholders.


 


“Funding Period” means the period from and
including the Closing Date and ending on the earliest of:  (a) the Determination Date on which the
amount on deposit in the Pre-Funding Account (after giving effect to any
transfers therefrom in connection with the transfer of Subsequent Receivables
to the Issuing Entity on or before such Determination Date) is less than
$200,000, (b) the date on which an Event of Default or a Servicer Default
occurs, (c) the date on which an Insolvency Event occurs with respect to
the Seller or the Servicer and (d) the close of business on the August 2009
Payment Date.


 


“Grant” means mortgage, pledge, bargain,
sell, warrant, alienate, remise, release, convey, assign, transfer, create and
grant a Lien upon and a security interest in and right of set-off against,
deposit, set over and confirm pursuant to the Indenture, and other forms of the
verb “to Grant” shall have correlative meanings.  A Grant of the Collateral or of any other
agreement or instrument shall include all rights, powers and options (but none
of the obligations) of the Granting party thereunder, including the immediate
and continuing right to claim for, collect, receive and give receipt for
principal and interest payments in respect of the Collateral and all other
monies payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and
options, to bring Proceedings in the name of the Granting party or otherwise
and generally to do and receive anything that the Granting party is or may be
entitled to do or receive thereunder or with respect thereto.


 


“Holder” means (a) with respect to a
Note, the Person in whose name a Note is registered on the Note Register and (b) with
respect to a Certificate, a Certificateholder, as the context may require.


 


“Indemnified Parties” is defined in Section 8.2 of the Trust Agreement.


 


Appendix A (Page 11)

















 


“Indenture” means the Indenture dated as of
April 1, 2009 between the Issuing Entity and the Indenture Trustee, as the
same may be amended and supplemented from time to time.


 


“Indenture Trustee” means The Bank of New
York Mellon Trust Company, N.A., a national banking association, not in its
individual capacity but solely as Indenture Trustee under the Indenture, or any
successor Indenture Trustee under the Indenture.


 


“Independent” means, when used with respect
to any specified Person, that the Person: 
(a) is in fact independent of the Issuing Entity, any other obligor
upon the Notes, the Seller and any Affiliate of any of the foregoing Persons, (b) does
not have any direct financial interest or any material indirect financial
interest in the Issuing Entity, any such other obligor, the Seller or any
Affiliate of any of the foregoing Persons and (c) is not connected with
the Issuing Entity, any such other obligor, the Seller or any Affiliate of any
of the foregoing Persons as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions.


 


“Independent Certificate” means a
certificate or opinion to be delivered to the Indenture Trustee under the
circumstances described in, and otherwise complying with, the applicable
requirements of Section 11.1
of the Indenture, made by an Independent appraiser or other expert appointed by
an Issuing Entity Order in the exercise of reasonable care and approved by the
Indenture Trustee, and such opinion or certificate shall State that the signer
has read the definition of “Independent” in the Indenture and that the signer
is Independent within the meaning thereof.


 


“Initial Aggregate Statistical Contract Value”
means $1,099,587,720.21, which amount is equal to the aggregate Statistical
Contract Value of all Initial Receivables as of the Initial Cutoff Date.


 


“Initial Assets” is defined in Section 2.1 of the Sale and Servicing
Agreement.


 


“Initial CNHCA Assets” is defined in Section 2.1 of the Purchase
Agreement.


 


“Initial Cutoff Date” means March 31,
2009.


 


“Initial Cutoff Date APR” means 4.54%,
which is an annual rate that equals the weighted average APR of the Initial
Receivables as of the Initial Cutoff Date.


 


“Initial Pool Balance” means:  (i) the Pool Balance as of the Initial
Cutoff Date, which is $1,031,959,151.77 plus (ii) the aggregate Contract
Value of all Subsequent Receivables sold to the Issuing Entity as of their
respective Subsequent Cutoff Dates.


 


“Initial Purchase Price” is defined in Section 2.1 of the Purchase
Agreement.


 


“Initial Receivable” means any Contract
included in the Schedule of Receivables delivered by CNHCA to CNHCR on the
Closing Date or the Schedule of Receivables delivered by the Servicer to the
Trustee on the Closing Date.


 


Appendix A (Page 12)

















 


“Insolvency Event” means, with respect to a
specified Person:  (a) the filing of
a decree or order for relief by a court having jurisdiction in the premises in
respect of such Person or any substantial part of its property in an
involuntary case under any applicable federal or State bankruptcy, insolvency
or other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any substantial part of its property, or ordering the
winding-up or liquidation of such Person’s affairs, and such decree or order
shall remain unstayed and in effect for a period of 60 consecutive days, or (b) the
commencement by such Person of a voluntary case under any applicable federal or
State bankruptcy, insolvency or other similar law now or hereafter in effect,
or the consent by such Person to the entry of an order for relief in an
involuntary case under any such law, or the consent by such Person to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for such Person or for any
substantial part of its property, or the making by such Person of any general
assignment for the benefit of creditors, or the failure by such Person
generally to pay its debts as such debts become due, or the taking of action by
such Person in furtherance of any of the foregoing.


 


“Instrument” has the meaning assigned
thereto in Section 9-102(47)
of the UCC.


 


“Interest Period” means (a) with
respect to the first Payment Date, the period from and including the Closing
Date to, but excluding, the first Payment Date, and (b) with respect to
any other Payment Date, the period from and including the immediately preceding
Payment Date to, but excluding, that Payment Date.


 


“Interest Rate” means (a) as to the
A-1 Notes, the A-1 Note Rate, (b) as to the A-2 Notes, the A-2 Note Rate, (c) as
to the A-3 Notes, the A-3 Note Rate, (d) as to the A-4 Notes, the A-4 Note
Rate and (e) as to the Class B Notes, the Class B Note Rate.


 


“Investment Earnings” means, with respect
to any Payment Date, the interest and other investment earnings (net of losses
and investment expenses) on amounts on deposit in the Trust Accounts to be
deposited into the Collection Account on the related Transfer Date pursuant to Section 5.1(b) of the Sale and
Servicing Agreement.


 


“Investment Property” is defined in Section 9-102(49) of the UCC.


 


“Issuing Entity” means CNH Equipment Trust
2009-B until a successor replaces it and, thereafter, means the successor and,
for purposes of any provision contained in the Indenture and required by the
TIA, each other obligor on the Notes.


 


“Issuing Entity Order” and “Issuing Entity Request” means a written
order or request, respectively, signed in the name of the Issuing Entity by any
one of its Authorized Officers and delivered to the Indenture Trustee.


 


“Item 1119 Party” means the Seller, CNHCA,
the Servicer, the Indenture Trustee, the Trustee, the Backup Servicer, any
underwriter of the Notes and any other material transaction party identified by
the Seller or CNHCA to the Indenture Trustee or the Trustee in writing.


 


“Lien” means a security interest, lien,
charge, pledge, equity or encumbrance of any kind, other than (i) tax
liens, mechanics’ liens and any liens that attach to the related Receivable by


 


Appendix A (Page 13)

















 


operation of law as a result
of any act or omission by the related Obligor and (ii) any lien against
the Financed Equipment resulting from a cross-collateralization provision in
the related Contract.


 


“Liquidated Receivable” means any
Receivable liquidated by the Servicer through the sale or other disposition of
the related Financed Equipment or that the Servicer has, after using all
reasonable efforts to realize upon the Financed Equipment, determined to charge
off without realizing upon the Financed Equipment.


 


“Liquidation Proceeds” means, with respect
to any Liquidated Receivable, the monies collected in respect thereof from
whatever source (including the proceeds of insurance policies with respect to
the related Financed Equipment (to the extent not used to purchase Substitute
Equipment) or Obligor and payments made by a Dealer pursuant to the related
Dealer Agreement with respect to such Receivable), other than Recoveries, net
of the sum of any amounts expended by the Servicer in connection with such
liquidation and any amounts required by law to be remitted to the Obligor on
such Liquidated Receivable.


 


“Liquidity Receivables Purchase Agreement”
is defined in the Recitals of the Purchase Agreement.


 


“Maximum Negative Carry Amount” means, for
any Payment Date, the product of:


 


(a)           the weighted average
of the Interest Rate on each class of Notes minus 1.75%; multiplied by


 


(b)           the amount on
deposit in the Pre-Funding Account; multiplied by


 


(c)           the fraction of a
year represented by the number of days until the expected end of the Funding
Period, calculated on the basis of a 360-day year of twelve 30-day months.


 


“Measured Losses” means, for any Collection
Period, the sum of (a) for each Receivable that became a Liquidated
Receivable during such Collection Period, the difference between (i) the
Principal Balance plus accrued and unpaid interest on such Receivable less the
Write Down Amount for such Receivable (if such receivable was a 180-Day
Receivable or Repossessed Receivable at the time of liquidation), if any, and (ii) the
Liquidation Proceeds received with respect to such Receivable during such
Collection Period, (b) with respect to any Receivable that became a
180-Day Receivable or a Repossessed Receivable during such Collection Period,
the Write Down Amount, if any, for that Receivable and (c) with respect to
each other 180-Day Receivable or Repossessed Receivable, the amount of the
adjustment, if any, to the Write Down Amount for such Receivable for the
related Collection Period.


 


“Modification Purchase Event” is defined in
Section 4.2 of the Sale and
Servicing Agreement.


 


“Moody’s” means Moody’s Investors Service, Inc.,
or its successor.


 


Appendix A (Page 14)
















 


“Negative Carry Account” means the account
designated as such, established and maintained pursuant to Section 5.1(a)(v) of the Sale
and Servicing Agreement.


 


“Negative Carry Account Initial Deposit”
means $0.


 


“Negative Carry Amount” means an amount for
each Payment Date calculated by the Servicer as the difference (if positive)
between:  (a) the product of:  (i) the sum of the Class Interest
Amounts for each Class of Notes for such Payment Date multiplied by (ii) the
Pre-Funded Percentage as of the immediately prior Payment Date (or, in the case
of the first Payment Date, the Closing Date) minus (b) the Pre-Funding
Account Investment Earnings.


 


“NH Credit” means New Holland Credit
Company, LLC, a Delaware limited liability company, and its successors and assigns.


 


“Note Balance” means the aggregate
Outstanding Amount of the Notes from time to time.


 


“Note Depository Agreement” means the
agreement between the Issuing Entity and The Depository Trust Company, as the
initial Clearing Agency, dated as of the Closing Date.


 


“Note Distribution Account” means the
account designated as such, established and maintained pursuant to Section 5.1(a)(ii) of the Sale
and Servicing Agreement.


 


“Note Monthly Principal Distributable Amount”
means, with respect to any Payment Date, the amount necessary to be paid on the
Notes to reduce the Outstanding Amount of the Notes (after giving effect to the
application of the First Principal Payment Amount to reduce such Outstanding
Amount) to an amount equal to the Asset Balance for that Payment Date; provided that the Note Monthly Principal
Distributable Amount shall not exceed the aggregate Outstanding Amount of the
Notes; provided, further, that on the Class Final
Scheduled Maturity Date for each Class of Notes, the Note Monthly Principal
Distributable Amount will at least equal the amount necessary to repay the
Outstanding Amount of that Class of Notes and of any other Class of
Notes payable prior to that Class of Notes. For purposes of this
definition only, the A-1 Notes, A-2 Notes, A-3 Notes and the A-4 Notes shall
each be deemed to be a separate Class of Notes.


 


“Note Owner” means, with respect to a
Book-Entry Note, the Person who is the owner of such Book-Entry Note, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with the Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the rules of
the Clearing Agency).


 


“Note Pool Factor” means, as of the close
of business on any Payment Date with respect to any Class of Notes, the
Outstanding Amount of that Class of Notes divided by the original
Outstanding Amount of that Class of Notes (carried out to the seventh
decimal place). The Note Pool Factor for each Class will be 100% as of the
Closing Date, and, thereafter, will decline to reflect reductions in the
Outstanding Amount of the Notes.


 


Appendix A (Page 15)

















 


“Note Register” and “Note Registrar” have the respective meanings
specified in Section 2.4 of
the Indenture.


 


“Noteholders” means the Class A
Noteholders and the Class B Noteholders.


 


“Noteholders’ Distributable Amount” means,
with respect to any Payment Date, the sum of: 
(a) the Class Interest Amount for each Class of Notes and
(b) the Note Monthly Principal Distributable Amount.


 


“Notes” means the Class A Notes and
the Class B Notes.


 


“Obligor” means, with respect to any
Receivable, any Person who owes payments under the Receivable.


 


“Officer’s Certificate” means a certificate
signed by one of the following:  the
Chairman of the Board, the President, the Vice Chairman of the Board, an
Executive Vice President, any Vice President, a Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary of the Seller, Administrator or Servicer, as
appropriate.


 


“Opinion of Counsel” means a written
opinion of counsel (who may, except as otherwise expressly provided in this
Agreement, be an employee of or counsel to the Seller or the Servicer), which
counsel and opinion shall be reasonably acceptable to the Indenture Trustee,
the Trustee or the Rating Agencies, as applicable.


 


“Originator” means CNHCA.


 


“Outstanding” means, as of the date of
determination, all Notes theretofore authenticated and delivered under the
Indenture except:


 


(i)            Notes theretofore
canceled by the Note Registrar or delivered to the Note Registrar for
cancellation;


 


(ii)           Notes or portions
thereof the payment for which money in the necessary amount has been
theretofore deposited with the Indenture Trustee or any Paying Agent in trust
for the Holders of such Notes (provided,
however, that if such Notes are
to be redeemed, notice of such redemption has been duly given pursuant to the
Indenture); and


 


(iii)          Notes in exchange
for or in lieu of other Notes that have been authenticated and delivered
pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is
presented that any such Notes are held by a bona fide purchaser; provided, that in determining whether the
Holders of the requisite Outstanding Amount of the Notes have given any
request, demand, authorization, direction, notice, consent or waiver hereunder
or under any Basic Document, Notes owned by the Issuing Entity, any other
obligor upon the Notes, the Seller or any Affiliate of any of the foregoing
Persons shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Indenture Trustee shall be protected in relying upon
any such request, demand,


 


Appendix A (Page 16)

















 


authorization,
direction, notice, consent or waiver, only Notes that a Responsible Officer of
the Indenture Trustee actually knows to be so owned shall be so disregarded.
Notes so owned that have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Indenture Trustee the
pledgee’s right so to act with respect to such Notes and that the pledgee is
not the Issuing Entity, any other obligor upon the Notes, the Seller or any
Affiliate of any of the foregoing Persons.


 


“Outstanding Amount” means the aggregate
principal amount of all Notes, or Class of Notes, as applicable,
Outstanding at the date of determination.


 


“Owned Contracts” is defined in the
Recitals of the Purchase Agreement.


 


“Paying Agent” means (a) with respect
to the Notes, the Indenture Trustee or any other Person that meets the
eligibility standards for the Indenture Trustee specified in Section 6.11 of the Indenture and is
authorized by the Issuing Entity to make the payments to and distributions from
the Collection Account and the Note Distribution Account, including payment of
principal of or interest on the Notes on behalf of the Issuing Entity, and (b) with
respect to the Certificates, any paying agent or co-paying agent appointed
pursuant to Section 3.9 of
the Trust Agreement, and shall initially be The Bank of New York Mellon Trust
Company, N.A.


 


“Payment Date” means, with respect to each
Collection Period, the fifteenth day of the calendar month following the end of
that Collection Period, or, if such day is not a Business Day, the next
Business Day, commencing on June 15, 2009, provided that if any A-1 Notes
remain Outstanding after giving effect to distributions on the May 2010
Payment Date, June 4, 2010 shall constitute a Payment Date solely with
respect to the A-1 Notes.


 


“Person” means any individual, corporation,
limited liability company, estate, partnership, joint venture, association,
joint stock company, trust (including any beneficiary thereof), unincorporated
organization or government or any agency or political subdivision thereof.


 


“Pool Balance” means, at any time, the sum
of the aggregate Contract Values of the Receivables as of the beginning of a
Collection Period (after giving effect to all payments received from Obligors
and Purchase Amounts to be remitted by the Servicer or the Seller, as the case
may be, with respect to the preceding Collection Period and all Realized Losses
on Receivables liquidated during such preceding Collection Period) less the
aggregate Write Down Amount as of the last day of the preceding Collection
Period.


 


“Posted Date” is defined in Section 5.3 of the Sale and Servicing
Agreement.


 


“Predecessor Note” means, with respect to
any particular Note, every previous Note evidencing all or a portion of the
same debt as that evidenced by such particular Note; and, for the purpose of
this definition, any Note authenticated and delivered under Section 2.5 of the Indenture in lieu
of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the
same debt as the mutilated, lost, destroyed or stolen Note.


 


Appendix A (Page 17)

















 


“Pre-Funded Amount” means, with respect to
any date, the amount on deposit in the Pre-Funding Account on such date.


 


“Pre-Funded Percentage” means, for each
Payment Date, the quotient (expressed as a percentage) of:  (i) the Pre-Funded Amount as of such
Payment Date divided by (ii) the sum of the Pool Balance and the
Pre-Funded Amount, after taking into account all transfers of Subsequent
Receivables during the related Collection Period.


 


“Pre-Funding Account” means the account
designated as such, established and maintained pursuant to Section 5.1(a)(iv) of the Sale
and Servicing Agreement.


 


“Pre-Funding Account Initial Deposit” means
$0.


 


“Pre-Funding Account Investment Earnings”
means, with respect to any Payment Date, the interest and other investment
earnings (net of losses and investment expenses) on amounts on deposit in the
Pre-Funding Account to be deposited into the Collection Account on the related
Transfer Date pursuant to Section 5.1(b) of
the Sale and Servicing Agreement.


 


“Preliminary Prospectus” means the
prospectus dated April 29, 2009 and the prospectus supplement dated May 4,
2009 (subject to completion), relating to the Class A Notes.


 


“Preliminary Prospectus Date” means the
date of the preliminary prospectus supplement (subject to completion) included
in the Preliminary Prospectus.


 


“Principal Balance” of a Receivable, as of
the close of business on the last day of a Collection Period, means the Amount
Financed minus the sum of:  (i) that
portion of all Scheduled Payments paid on or prior to such day allocable to
principal using the simple interest method, (ii) any refunded portion of
insurance premiums included in the Amount Financed, (iii) any payment of
the Purchase Amount with respect to the Receivable allocable to principal and (iv) any
prepayment in full or any partial prepayments applied to reduce the Principal
Balance of the Receivable.


 


“Principal Supplement Account” means the
account designated as such, established and maintained pursuant to Section 5.1(a)(vi) of the Sale
and Servicing Agreement.


 


“Principal Supplement Account Deposit”
means, with respect to each Subsequent Transfer Date, an amount equal to the
Required Principal Supplement Account Balance applicable to such Subsequent
Transfer Date minus any amount then on deposit in the Principal Supplement
Account.


 


“Prior Securitization” means a prior
securitization by a CNH Equipment Trust.


 


“Proceeding” means any suit in equity,
action at law or other judicial or administrative proceeding.


 


“Prospectus” means the prospectus dated April 29,
2009 and the prospectus supplement dated May 5, 2009, relating to the Class A
Notes.


 


Appendix A (Page 18)

















 


“Prospectus Date” means the date of the
prospectus supplement included in the Prospectus.


 


“Purchase Agreement” means the Purchase
Agreement dated as of April 1, 2009 between the Seller and CNHCA, as the
same may be amended and supplemented from time to time, which term shall also
include, as the context requires, the Liquidity Receivables Purchase Agreement.


 


“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 Contract, as of the first day of the
immediately following Collection Period (or, with respect to any applicable
Contract that is a Liquidated Receivable, as of the day immediately prior to
such Contract becoming a Liquidated Receivable less any Liquidation Proceeds
actually received by the 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 Contract transferred on the Closing Date, the Initial Cutoff Date APR
and (b) in the case of any Contract transferred or a Subsequent Transfer
Date, the applicable Subsequent Cutoff Date APR.


 


“Purchased Contracts” is defined in the
Recitals of the Purchase Agreement.


 


“Purchased Receivable” means a Receivable
purchased as of the close of business on the last day of a Collection Period by
the Servicer or CNHCA pursuant to Section 4.6
of the Sale and Servicing Agreement, by CNHCA pursuant to Section 6.2 of the Purchase
Agreement, or by the Seller pursuant to Section 3.2
of the Sale and Servicing Agreement, or as of the first day of a Collection
Period by CNHCA pursuant to Section 9.1(a) of
the Sale and Servicing Agreement and Section 6.2
of the Purchase Agreement.


 


“Rating Agency” means each of Fitch, Moody’s
and Standard & Poor’s.


 


“Rating Agency Condition” means, with
respect to any action, that (i) Standard & Poor’s shall have
notified the Seller, the Servicer, the Trustee and the Indenture Trustee in
writing that such action will not result in a reduction or withdrawal of the
then current rating of any Class of the Notes, and (ii) Fitch and
Moody’s shall have been given at least 10 Business Days’ prior notice thereof
and Moody’s shall have not notified the Issuing Entity and the Indenture Trustee
that such action will result in a reduction or withdrawal of the then current
rating of any Class of the Notes.


 


“Reacquired Receivables” means Receivables
that (i) have been purchased by the Servicer, repurchased by CNHCA or the
Seller, or otherwise transferred to the Servicer, Seller or CNHCA or their
Affiliate pursuant to the terms of the Basic Documents or (ii) are
designated or identified to be purchased by the Servicer, repurchased by CNHCA
or the Seller, or otherwise transferred to the Servicer, Seller or CNHCA or
their Affiliate pursuant to the terms of the Basic Documents; provided  however,
with respect to the preceding clause (ii),
such Receivables shall only become Reacquired Receivables the instant before (x) such
purchase, repurchase or transfer pursuant to the Basic Documents, and (y) the
full amount, if any, required to be paid for such Receivables having been paid
and/or deposited as and when required under the Basic Documents.


 


Appendix A (Page 19)

















 


“Realized Losses” means, with respect to
any Liquidated Receivable, the excess of the Principal Balance of such
Liquidated Receivable plus accrued but unpaid interest thereon over the amount
of any related Liquidation Proceeds.


 


“Receivable” means, collectively, any
Contract listed on the Assignment and each Subsequent Transfer Assignment
(other than Reacquired Receivables).


 


“Receivable Files” means the documents
specified in Section 3.3 of
the Sale and Servicing Agreement.


 


“Record Date” means, with respect to a
Payment Date or Redemption Date, the close of business on the fourteenth day of
the calendar month in which such Payment Date or Redemption Date occurs, or, if
Definitive Notes are issued, the close of business on the last day of the calendar
month preceding the month of such Payment Date, whether or not such day is a
Business Day, or if Definitive Notes were not outstanding on such date, the
date of issuance of the Definitive Note, and with respect to the A-1 Note Final
Scheduled Maturity Date, June 3, 2010.


 


“Recoveries” means, with respect to any
Liquidated Receivable, monies collected in respect thereof, from whatever
source (other than from the sale or other disposition of the Financed
Equipment), after such Receivable became a Liquidated Receivable.


 


“Redemption Date” means the Payment Date
specified by the Servicer or the Issuing Entity pursuant to Section 10.1(a) of the
Indenture.


 


“Redemption Price” means the unpaid
principal amount of the Notes redeemed, plus accrued and unpaid interest
thereon at the applicable interest rate to but excluding the Redemption Date.


 


“Registered Holder” means the Person in
whose name a Note is registered on the Note Register on the applicable Record
Date.


 


“Regulation AB” means Regulation AB under the
Securities Act of 1933, as amended.


 


“Remaining Pre-Funded Amount” has the
meaning assigned thereto in Section 5.8(b) of
the Sale and Servicing Agreement.


 


“Replaced Equipment” is defined in “Financed Equipment” above.


 


“Reportable Event” shall mean any event
required to be reported on Form 8-K, and in any event, the following:


 


(a)           entry into a
definitive agreement related to the Issuing Entity or the Notes or an amendment
to a Basic Document, even if the Seller is not a party to such agreement (e.g.,
a servicing agreement with a servicer contemplated by Item 1108(a)(3) of
Regulation AB);


 


Appendix A (Page 20)

















 


(b)           termination of a
Basic Document (other than by expiration of the agreement on its stated termination
date or as a result of all parties completing their obligations under such
agreement), even if the Seller is not a party to such agreement (e.g., a
servicing agreement with a servicer contemplated by Item 1108(a)(3) of
Regulation AB);


 


(c)           with respect to the
Servicer only, the occurrence of a Servicer Default;


 


(d)           an Event of Default;


 


(e)           the resignation,
removal, replacement, substitution, of the Indenture Trustee or the Trustee;
and


 


(f)            with respect to the
Indenture Trustee only, a required distribution to holders of the Notes is not
made as of the required Payment Date under the Indenture.


 


“Repossessed Receivable” with respect to
any Collection Period will be any Receivable as to which the Financed Equipment
securing the defaulted Receivable has been repossessed on or prior to the last
day of such Collection Period and which has not become a Liquidated Receivable.


 


“Required Negative Carry Account Balance”
means, as of any Payment Date, an amount equal to the lesser of:  (a) the Negative Carry Account Initial
Deposit minus all previous withdrawals from the Negative Carry Account and (b) the
Maximum Negative Carry Amount as of such Payment Date.


 


“Required Principal Supplement Account Balance”
means, with respect to each Subsequent Cutoff Date, the excess, if any, of (a) an
amount equal to the difference (if positive) between (x) the Contract
Value of the Receivables and (y) the aggregate of the contractual payoff
amounts for each Receivable (as specified by the Servicer for each Receivable
in the applicable Schedule of Receivables), in each case, as of the end of the
prior Collection Period (or the applicable Subsequent Cutoff Date for
Subsequent Receivables being transferred on that Subsequent Transfer Date),
over (b) the Expected Excess Spread.


 


“Responsible Officer” means, with respect
to the Indenture Trustee, any officer within the Corporate Trust Office of the
Indenture Trustee, including any Vice President, Assistant Vice President,
Secretary or Assistant Secretary, or any other officer of the Indenture Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer’s knowledge of
and familiarity with the particular subject.


 


“Retail Installment Contract” means an
equipment retail installment contract or retail installment loan, including any
consumer installment loan, secured by Financed Equipment.


 


“Sale and
Servicing Agreement” means the Sale and Servicing Agreement, dated
as of April 1, 2009 among the Issuing Entity, the Seller and the Servicer.


 


Appendix A (Page 21)

















 


“Sale Proceeds” is defined in Section 9.1(b) of the Sale and
Servicing Agreement.


 


“Schedule of Receivables” means,
collectively, the listings of the Receivables attached to, or incorporated by
reference in, the CNHCA Assignment and the Assignment, and the listing of
Receivables attached to, or incorporated by reference in, each CNHCA Subsequent
Transfer Assignment and Subsequent Transfer Assignment (each of which schedules
may be in the form of a compact disk or any other computer-readable medium).


 


“Scheduled Payment” on a Receivable means
that portion of the payment required to be made by the Obligor during any
Collection Period sufficient to amortize the Principal Balance under the simple
interest method, in each case, over the term of the Receivable and to provide
interest at the APR.


 


“Secretary of State” means the Secretary of
State of the State of Delaware.


 


“Securities Account” has the meaning
assigned thereto in Section 8-501(a) of
the UCC.


 


“Securities Entitlement” has the meaning
assigned thereto in Section 8-102(a)(17)
of the UCC.


 


“Securities Intermediary” is defined in Section 8-102(a)(14) of the UCC.


 


“Seller” means CNHCR.


 


“Servicer” means NH Credit, as the servicer
of the Receivables, and any successor to NH Credit (in the same capacity)
pursuant to Section 7.3 or 8.2 of the Sale and Servicing Agreement.


 


“Servicer Default” means an event specified
in Section 8.1 of the Sale
and Servicing Agreement.


 


“Servicer’s Certificate” means an Officer’s
Certificate of the Servicer, substantially in the form of Exhibit C to the
Sale and Servicing Agreement.


 


“Servicing Criteria” shall mean the “servicing
criteria” set forth in Item 1122(d) of Regulation AB.


 


“Servicing Fee” means, for any Collection
Period, the fee payable to the Servicer for services rendered during such
Collection Period, determined pursuant to Section 4.7
of the Sale and Servicing Agreement.


 


“Servicing Procedures” is defined in Section 4.1 of the Sale and Servicing
Agreement.


 


“Simple Interest Receivable” means any
Receivable under which the portion of a payment allocable to interest and the
portion allocable to principal is determined by allocating a fixed level
payment between principal and interest, such that such payment is allocated
first to the accrued and unpaid interest at the Annual Percentage Rate for such
Receivable on the unpaid principal balance and the remainder of such payment is
allocable to principal.


 


Appendix A (Page 22)

















 


“Specified Discount Factor” equals 8.00%.


 


“Specified Spread Account Balance” means on
the Closing Date, 2.40% of the sum of the Pool Balance as of the Initial Cutoff
Date and on any Payment Date thereafter the lesser of, (a) 2.40% of the
sum of (i) the Pool Balance as of the Initial Cutoff Date plus (ii) the
aggregate Contract Value of all Subsequent Receivables sold to the Trust as of
their respective Cutoff Dates and (b) the outstanding principal amount of
the Notes.  However, if (A) the Specified Spread Account
Reduction Trigger is met on the Payment Date in November 2010 or any
Payment Date thereafter, the percentage in clause
(a) will be reduced to 2.00% on such Payment Date and will
remain at such percentage for each Payment Date thereafter unless further
reduced on the Payment Dates as provided in the following clauses (B), (C) or (D);
(B) if the Specified Spread
Account Reduction Trigger is met on the Payment Date in May 2011 or any
Payment Date thereafter, the percentage in clause
(a) of the preceding sentence will be reduced to 1.75% on such
Payment Date (regardless of whether the Specified Spread Account Reduction
Trigger was met on the Payment Date in November 2010 or any Payment Date
thereafter and will remain at such percentage for each Payment Date thereafter
unless further reduced on the Payment Date as provided in the following clause (C) or (D); (C) the
Specified Spread Account Reduction Trigger is met on the Payment Date in November 2011
or any Payment Date thereafter, the percentage in clause (a) of the preceding sentence will be reduced to
1.50% on such Payment Date (regardless of whether the Specified Spread Account
Reduction Trigger was met on the Payment Dates in November 2010 or any
Payment Date thereafter or May 2011 or any Payment Date thereafter) and
will remain at such percentage for each Payment Date thereafter unless further
reduced on the Payment Date as provided in the following clause (D); and (D) the Specified Spread Account Reduction Trigger is
met on the Payment Date in May 2012 or any Payment Date thereafter, the
percentage in clause (a) of
the preceding sentence will be reduced to 1.15% on such Payment Date
(regardless of whether the Specified Spread Account Reduction Trigger was met
on the Payment Dates in November 2010 or any Payment Date thereafter, May 2011
or any Payment Date thereafter or November 2011 or any Payment Date
thereafter) and will remain at such percentage for each Payment Date
thereafter.  The Specified Spread Account
Balance may be reduced or modified without the consent of the Holders of the
Notes if the Rating Agency Condition is satisfied with respect to such reduction
or modification.


 


“Specified Spread Account Reduction Trigger”
for the Payment Date in November 2010, May 2011, November 2011,
or May 2012 or any Payment Date after such Payment Dates will be met if
the Average Delinquency Ratio Test and the Cumulative Net Loss Ratio Test for
such Payment Date are met on such Payment Date or a Payment Date thereafter.


 


“Spread Account” means the account
designated as such, established and maintained pursuant to Section 5.1(a) of the Sale and
Servicing Agreement.


 


“Spread Account Initial Deposit” means,
initially, $24,767,019.64 and, with respect to each Subsequent Transfer Date,
cash or Eligible Investments having a value approximately equal to 2.40% of the
aggregate Contract Value of the Subsequent Receivables conveyed to the Issuing
Entity on such Subsequent Transfer Date.


 


“SST” means Systems & Services
Technologies, Inc., or its successor.


 


Appendix A (Page 23)

















 


“Standard & Poor’s” means Standard &
Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or
its successor.


 


“State” means any one of the 50 states of
the United States of America or the District of Columbia.


 


“Statistical Contract Value” of a
Receivable means the current balance of the Receivable on the Servicer’s
records.


 


“Subsequent Assets” is defined in Section 2.2 of the Sale and Servicing
Agreement.


 


“Subsequent CNHCA Assets” is defined in Section 2.2 of the Purchase
Agreement.


 


“Subsequent CNHCA Receivables” means the
Receivables transferred to CNHCR pursuant to Section 2.2
of the Purchase Agreement, which shall be listed on Schedule A to the related
CNHCA Subsequent Transfer Assignment.


 


“Subsequent Cutoff Date” means, with
respect to any Subsequent Receivables, the close of business on the last day of
the calendar month preceding the related Subsequent Transfer Date.


 


“Subsequent Cutoff Date APR” means, with
respect to any Subsequent Cutoff Date, the Specified Discount Factor.


 


“Subsequent Purchase Price” is defined in Section 2.5(b) of the Purchase
Agreement.


 


“Subsequent Receivables” means the
Receivables transferred to the Issuing Entity pursuant to Section 2.2 of the Sale and Servicing
Agreement, which shall be listed on Schedule A to the related Subsequent
Transfer Assignment.


 


“Subsequent Transfer Assignment” has the
meaning assigned thereto in Section 2.2(b)(i) of
the Sale and Servicing Agreement.


 


“Subsequent Transfer Date” means with
respect to a Subsequent Receivable, any Business Day during the Funding Period
on which Subsequent Receivables are transferred to the Issuing Entity and a
Subsequent Transfer Assignment is executed and delivered to the Trustee and the
Indenture Trustee pursuant to Section 2.2
of the Sale and Servicing Agreement.


 


“Substitute Equipment” is defined in Section 4.14 of the Sale and
Servicing Agreement.


 


“Successor Servicer” is defined in Section 3.7(e) of the Indenture.


 


“TIA” means the Trust Indenture Act.


 


“Total Distribution Amount” means, with
respect to any Payment Date, the aggregate amount of collections on or with
respect to the Receivables (including collections received after the end of the
preceding calendar month on any Subsequent Receivables added to the Trust after
the end of that preceding calendar month and on or before that Payment Date) with
respect to the


 


Appendix A (Page 24)

















 


related Collection Period
plus the Negative Carry Amount for such Payment Date.  Collections on or with respect to the
Receivables include all payments made by or on behalf of the Obligors
(including any late fees, prepayment charges, extension fees and other
administrative fees or similar charges allowed by applicable law with respect
to the Receivables), any proceeds from insurance policies covering the Financed
Equipment (to the extent not used to purchase Substitute Equipment) or related
Obligor, Liquidation Proceeds, the Purchase Amount of each Receivable that
became a Purchased Receivable in respect of the related Collection Period (to
the extent deposited into the Collection Account), Investment Earnings for such
Payment Date, payments made by a Dealer pursuant to the related Dealer
Agreement with respect to such Receivable and the Remaining Pre-Funded Amount,
on the Payment Date specified in Section 5.8(b) of
the Sale and Servicing Agreement; provided,
however, that the Total
Distribution Amount shall not include:  (i) all
payments or proceeds (including Liquidation Proceeds) of any Receivables the
Purchase Amount of which has been included in the Total Distribution Amount in
a prior Collection Period, (ii) any Recoveries or (iii) amounts
released to the Seller from the Pre-Funding Account.


 


“Transfer Date” means the Business Day
preceding the fifteenth day of each calendar month.


 


“Treasury Regulations” means regulations,
including proposed or temporary regulations, promulgated under the Code.
References to specific provisions of proposed or temporary regulations shall
include analogous provisions of final Treasury Regulations or other successor
Treasury Regulations.


 


“Trust” means the Issuing Entity.


 


“Trust Account Property” means the Trust
Accounts, all amounts and investments held from time to time in any Trust
Account (whether in the form of deposit accounts, physical property, book-entry
securities, uncertificated securities or otherwise), and all proceeds of the
foregoing.


 


“Trust Accounts” has the meaning assigned
thereto in Section 5.1(b) of
the Sale and Servicing Agreement.


 


“Trust Agreement” means the Trust Agreement
dated as of April 1, 2009 between the Seller and the Trustee, as the same
may be amended and supplemented from time to time.


 


“Trust Certificate” means a certificate
evidencing the beneficial interest of a Certificateholder in the Trust,
substantially in the form of Exhibit A to the Trust Agreement.


 


“Trust Estate” means (a) with respect
to the Indenture, all the money, instruments, rights and other property that
are subject or intended to be subject to the Lien and security interest of the
Indenture for the benefit of the Noteholders (including all property and
interests Granted to the Indenture Trustee), including all proceeds thereof,
and (b) with respect to the Trust Agreement, all right, title and interest
of the Trust in and to the property and rights assigned to the Trust pursuant
to Article II (other than Section 2.1(b))
of the Sale and Servicing Agreement, all funds on deposit from time to time in
the Trust Accounts and the Certificate Distribution


 


Appendix A (Page 25)

















 


Account and all other
property of the Trust from time to time, including any rights of the Trustee
and the Trust pursuant to the Sale and Servicing Agreement and the
Administration Agreement.


 


“Trust Indenture Act” means the Trust
Indenture Act of 1939, as in force on the date of the Indenture unless
otherwise specifically provided.


 


“Trust Officer” means, in the case of the
Indenture Trustee, any officer within the Corporate Trust Office of the
Indenture Trustee, including any Vice President, Assistant Vice President,
Secretary, Assistant Secretary or any other officer of the Indenture Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer’s knowledge of
and familiarity with the particular subject and, with respect to the Trustee,
any officer in the Corporate Trustee Administration Department of the Trustee
with direct responsibility for the administration of the Trust Agreement and
the Basic Documents on behalf of the Trustee.


 


“Trust Statute” means Chapter 38 of Title
12 of the Delaware Code, 12 Del. Code § 3801 et seq., as the same may be
amended from time to time.


 


“Trustee” means Wilmington Trust Company, a
Delaware banking corporation, not in its individual capacity but solely as
trustee under the Trust Agreement, and any successor Trustee thereunder.


 


“Uncertificated Security” has the meaning
assigned thereto in Section 8-102(a)(18)
of the UCC.


 


“UCC” means, unless the context otherwise
requires, the Uniform Commercial Code as in effect in the relevant
jurisdiction, as amended from time to time.


 


“Underwriting Agreement” means the
Underwriting Agreement dated May 5, 2009 among Barclays Capital Inc. and Credit
Suisse Securities (USA) LLC as representatives of the several underwriters
named therein, CNHCA and CNHCR.


 


“Write Down Amount” for any Collection
Period for any 180-Day Receivable or Repossessed Receivable will be the excess
of (a) the Principal Balance plus accrued and unpaid interest of such
Receivable as of the last day of the Collection Period during which the
Receivable became a 180-Day Receivable or Repossessed Receivable, as
applicable, over (b) the estimated realizable value of the Receivable, as
determined by the Servicer in accordance with its then-current servicing
procedures for the related Collection Period, which amount may be adjusted to
zero by the Servicer in accordance with its normal servicing procedures if the
Receivable has ceased to be a 180-Day Receivable as provided in the definition
of “180-Day Receivable.”


 


Appendix A (Page 26)
















 


EXHIBIT A-1

to Indenture


 


FORM OF A-1 NOTES


 


	
  REGISTERED

  	
   

  	
  $217,400,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12620T AA9

  



 


Unless
this Note is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”),
to the Issuing Entity 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.


 


CNH EQUIPMENT TRUST 2009-B

1.35205%  CLASS A-1 ASSET BACKED NOTES


 


CNH
Equipment Trust 2009-B, a statutory trust organized and existing under the laws
of the State of Delaware (including any successor, the “Issuing Entity”), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of TWO HUNDRED SEVENTEEN MILLION FOUR HUNDRED THOUSAND DOLLARS
($217,400,000), partially payable on each Payment Date in an amount equal to
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the A-1 Notes pursuant to Section 3.1 of the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the June 4, 2010 Payment Date and the Redemption Date,
if any, pursuant to Section 10.1(a) of
the Indenture.  The Issuing Entity will
pay interest on this Note at the rate per annum shown above, on each Payment
Date until the principal of this Note is paid or made available for payment, on
the principal amount of this Note outstanding on the preceding Payment Date
(after giving effect to all payments of principal made on the preceding Payment
Date), subject to certain limitations contained in Section 3.1 of the Indenture.  Interest on this Note will accrue for each
Payment Date from the most recent Payment Date on which interest has been paid
to but excluding the then current Payment Date or, if no interest has yet been
paid, from the date hereof.  Interest
will be computed on the basis of a 360-day year and the actual number of days
in the applicable Interest Period.  Such
principal of and interest on this Note shall be paid in the manner specified in
the Indenture.


 






(1)           Denominations
of $1,000 and in greater whole-dollar denominations in excess thereof.


 


Exhibit A-1 (Page 1)

















 


The
principal of and interest on this Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.  All
payments made by the Issuing Entity with respect to this Note shall be applied
first to interest due and payable on this Note as provided above and then to
the unpaid principal of this Note.


 


Reference
is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless
the certificate of authentication hereon has been executed by the Indenture
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.


 


Exhibit A-1 (Page 2)

















 


IN
WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.


 


Dated:  May 12, 2009


 


	
   

  	
  CNH EQUIPMENT TRUST 2009-B

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  Wilmington Trust Company, 

  not in its individual capacity but solely as Trustee under the Trust
  Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


Exhibit A-1 (Page 3)

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This
is one of the Notes designated above and referred to in the within-mentioned
Indenture.


 


Dated:  May 12, 2009


 


	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST COMPANY, N.A.

  
	
   

  	
  not in its individual
  capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


Exhibit A-1 (Page 4)

















 


[REVERSE OF NOTE]


 


This
Note is one of a duly authorized issue of Notes of the Issuing Entity,
designated as its 1.35205% Class A-1 Asset Backed Notes (herein called the
“A-1 Notes” or the “Notes”), all issued under an Indenture
dated as of April 1, 2009 (such Indenture, as supplemented or amended, is
herein called the “Indenture”)
between the Issuing Entity and The Bank of New York Mellon Trust Company, N.A.,
not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes
any successor Indenture Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuing Entity, the
Indenture Trustee and the Holders of the Notes. 
The Notes are subject to all terms of the Indenture.  All terms used in this Note that are not
otherwise defined herein and that are defined in the Indenture shall have the
meanings assigned to them in or pursuant to the Indenture.


 


The
Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes are and will be equally
and ratably secured by the collateral pledged as security therefor as provided
in the Indenture.


 


The
Issuing Entity shall pay interest on overdue installments of interest at the
A-1 Note Rate to the extent lawful.


 


Each
Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note
Owner, a beneficial interest in the Note, covenants and agrees that no recourse
may be taken, directly or indirectly, with respect to the obligations of the
Issuing Entity or the Indenture Trustee on the Notes or under the Indenture or
any certificate or other writing delivered in connection therewith,
against:  (i) the Indenture Trustee
or the Trustee in their individual capacities, (ii) any owner of a
beneficial interest in the Issuing Entity or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of:  (a) the Indenture Trustee or the Trustee
in their individual capacities, (b) any holder of a beneficial interest in
the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any
successor or assign of the Indenture Trustee or the Trustee in their individual
capacities, except as any such Person may have expressly agreed and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
partner, owner or beneficiary.


 


It
is the intent of the Seller, the Servicer, the Noteholders and the Note Owners
that, for purposes of federal and State income tax and any other tax measured
in whole or in part by income, the Notes qualify as indebtedness of the
Trust.  Each Noteholder or Note Owner, by
acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in
a Note, agrees to treat, and to take no action inconsistent with the treatment
of, the Notes for such tax purposes as indebtedness of the Trust.


 


Each
Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that by accepting
the benefits of the Indenture that such Noteholder will not at any time
institute against the Seller or the Issuing Entity, or join in any institution
against the Seller or the Issuing Entity of, any bankruptcy, reorganization or
arrangement, insolvency or liquidation proceedings under any United States


 


Exhibit A-1 (Page 5)

















 


federal or State bankruptcy
or similar law in connection with any obligations relating to the Notes, the
Indenture or the Basic Documents.


 


Each
Noteholder or Note Owner, by acceptance of a Note, or in the case of Note
Owner, a beneficial interest in the Note, represents that either (a) it is
not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the
provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any
entity whose underlying assets include plan assets of any of the foregoing
(each a “Benefit Plan”), or (iv) a
governmental plan (as defined in Section 3(32)
of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the
purchase and holding of the Note, or a beneficial interest therein, will not
result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975
of the Code or any substantially similar applicable law.


 


This
Note and the Indenture shall be construed in accordance with the laws of the
State of New York, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.


 


No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuing Entity, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.


 


Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, neither The Bank of New York Mellon Trust Company, N.A., in
its individual capacity, any owner of a beneficial interest in the Issuing
Entity, nor any of their respective partners, beneficiaries, agents, officers,
directors, employees, successors or assigns shall be personally liable for, nor
shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Indenture Trustee for the sole purposes
of binding the interests of the Indenture Trustee in the assets of the Issuing
Entity.  The Holder of this Note by the
acceptance hereof, and each Note Owner by the acceptance of a beneficial
interest herein, each agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
and Note Owner shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent recourse to,
and enforcement against, the assets of the Issuing Entity for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 


Exhibit A-1 (Page 6)

















 


ASSIGNMENT


 


Social Security or taxpayer
I.D. or other identifying number of assignee


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


 


	
   

  
	
  (name and address of
  assignee)

  



 


the within Note and all
rights thereunder, and hereby irrevocably constitutes and appoints                                                           ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signatures must be
  guaranteed by an “eligible guarantor
  institution” meeting the requirements of the Note Registrar, which
  requirements include membership or participation in STAMP or such other “signature guarantee program” as may be
  determined by the Note Registrar in addition to, or in substitution for,
  STAMP, all in accordance with the Securities Exchange Act of 1934, as
  amended.

  



 






*                                         NOTE: 
The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular without alteration, enlargement or any change whatsoever.


 


Exhibit A-1 (Page 7)
















 


EXHIBIT A-2


to Indenture


 


FORM OF
A-2 NOTES


 


	
  REGISTERED

  	
   

  	
  $130,000,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12620T AB7

  



 


Unless
this Note is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”),
to the Issuing Entity 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.


 


CNH EQUIPMENT TRUST 2009-B


2.40% CLASS A-2
ASSET BACKED NOTES


 


CNH
Equipment Trust 2009-B, a statutory trust organized and existing under the laws
of the State of Delaware (including any successor, the “Issuing Entity”), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of ONE HUNDRED THIRTY MILLION DOLLARS ($130,000,000), partially
payable on each Payment Date in an amount equal to the aggregate amount, if
any, payable from the Note Distribution Account in respect of principal on the
A-2 Notes pursuant to Section 3.1
of the Indenture; provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the May 16,
2011 Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the
Indenture. Except as provided in Section 5.4
of the Indenture, no payments of principal of the Notes will be made until the
principal of the A-1 Notes has been paid in full. The Issuing Entity will pay
interest on this Note at the A-2 Note Rate, on each Payment Date until the
principal of this Note is paid or made available for payment, on the principal
amount of this Note outstanding on the preceding Payment Date (after giving
effect to all payments of principal made on the preceding Payment Date),
subject to certain limitations contained in Section 3.1
of the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but excluding
the then current Payment Date or, if no interest has yet been paid, from the
date hereof.  Interest will be computed
on the basis of a 360-day year consisting of twelve 30-day months.  Such principal of and interest on this Note
shall be paid in the manner specified in the Indenture.


 






(1)           Denominations of $1,000 and in greater whole-dollar
denominations in excess thereof.


 


Exhibit A-2 (Page 1)

















 


The
principal of and interest on this Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.  All
payments made by the Issuing Entity with respect to this Note shall be applied
first to interest due and payable on this Note as provided above and then to
the unpaid principal of this Note.


 


Reference
is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless
the certificate of authentication hereon has been executed by the Indenture
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.


 


Exhibit A-2 (Page 2)

















 


IN
WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.


 


Dated:  May 12, 2009


 


	
   

  	
   

  	
  CNH EQUIPMENT TRUST 2009-B

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Wilmington Trust
  Company, 

  not in its individual capacity but solely as Trustee under the Trust
  Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


Exhibit A-2 (Page 3)

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This
is one of the Notes designated above and referred to in the within-mentioned
Indenture.


 


Dated:  May 12, 2009


 


	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST COMPANY, N.A.,

  
	
   

  	
  not in its individual
  capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


Exhibit A-2 (Page 4)

















 


[REVERSE OF NOTE]


 


This
Note is one of a duly authorized issue of the Issuing Entity, designated as its
2.40% Class A-2 Asset Backed Notes (herein called the “A-2 Notes” or the “Notes”), all issued
under an Indenture dated as of April 1, 2009 (such Indenture, as
supplemented or amended, is herein called the “Indenture”)
between the Issuing Entity and The Bank of New York Mellon Trust Company, N.A.,
not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes
any successor Indenture Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuing Entity, the
Indenture Trustee and the Holders of the Notes. 
The Notes are subject to all terms of the Indenture.  All terms used in this Note that are not
otherwise defined herein and that are defined in the Indenture shall have the
meanings assigned to them in or pursuant to the Indenture.


 


The
Notes, the A-1 Notes, the A-3 Notes and the A-4 Notes are and will be equally
and ratably secured by the collateral pledged as security therefor as provided
in the Indenture.


 


The
Issuing Entity shall pay interest on overdue installments of interest at the
A-2 Note Rate to the extent lawful.


 


Each
Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note
Owner, a beneficial interest in the Note, covenants and agrees that no recourse
may be taken, directly or indirectly, with respect to the obligations of the
Issuing Entity or the Indenture Trustee on the Notes or under the Indenture or
any certificate or other writing delivered in connection therewith,
against:  (i) the Indenture Trustee
or the Trustee in their individual capacities, (ii) any owner of a
beneficial interest in the Issuing Entity or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of:  (a) the Indenture Trustee or the Trustee
in their individual capacities, (b) any holder of a beneficial interest in
the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any
successor or assign of the Indenture Trustee or the Trustee in their individual
capacities, except as any such Person may have expressly agreed and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
partner, owner or beneficiary.


 


It
is the intent of the Seller, the Servicer, the Noteholders and the Note Owners
that, for purposes of federal and State income tax and any other tax measured
in whole or in part by income, the Notes qualify as indebtedness of the
Trust.  Each Noteholder or Note Owner, by
acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in
a Note, agrees to treat, and to take no action inconsistent with the treatment
of, the Notes for such tax purposes as indebtedness of the Trust.


 


Each
Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that by accepting
the benefits of the Indenture that such Noteholder will not at any time
institute against the Seller or the Issuing Entity, or join in any institution
against the Seller or the Issuing Entity of, any bankruptcy,


 


Exhibit A-2 (Page 5)

















 


reorganization or
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.


 


Each
Noteholder or Note Owner, by acceptance of a Note, or in the case of Note
Owner, a beneficial interest in the Note, represents that either (a) it is
not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the
provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any
entity whose underlying assets include plan assets of any of the foregoing
(each a “Benefit Plan”), or (iv) a
governmental plan (as defined in Section 3(32)
of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the
purchase and holding of the Note, or a beneficial interest therein, will not
result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975
of the Code or any substantially similar applicable law.


 


This
Note and the Indenture shall be construed in accordance with the laws of the
State of New York, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.


 


No
reference herein to the Indenture and no provision of this Note or of the Indenture
shall alter or impair the obligation of the Issuing Entity, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.


 


Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, neither The Bank of New York Mellon Trust Company, N.A., in
its individual capacity, any owner of a beneficial interest in the Issuing
Entity, nor any of their respective partners, beneficiaries, agents, officers,
directors, employees, successors or assigns shall be personally liable for, nor
shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Indenture Trustee for the sole purposes
of binding the interests of the Indenture Trustee in the assets of the Issuing
Entity.  The Holder of this Note by the
acceptance hereof, and each Note Owner by the acceptance of a beneficial
interest herein, each agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
and Note Owner shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuing Entity for any
and all liabilities, obligations and undertakings contained in the Indenture or
in this Note.


 


Exhibit A-2 (Page 6)

















 


ASSIGNMENT


 


Social Security or taxpayer
I.D. or other identifying number of assignee


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


 


	
   

  
	
  (name and address of assignee)

  



 


the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints


 


                                            ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signatures must be guaranteed
  by an “eligible guarantor institution”
  meeting the requirements of the Note Registrar, which requirements include
  membership or participation in STAMP or such other “signature guarantee program” as may be
  determined by the Note Registrar in addition to, or in substitution for,
  STAMP, all in accordance with the Securities Exchange Act of 1934, as
  amended.

  



 






*              NOTE:  The
signature to this assignment must correspond with the name of the registered
owner as it appears on the face of the within Note in every particular without
alteration, enlargement or any change whatsoever.


 


Exhibit A-2 (Page 7)
















 


EXHIBIT A-3


to Indenture


 


FORM OF
A-3 NOTES


 


	
  REGISTERED

  	
   

  	
  $373,000,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12620T AC5

  



 


Unless
this Note is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”),
to the Issuing Entity 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.


 


CNH EQUIPMENT TRUST 2009-B


2.97% CLASS A-3
ASSET BACKED NOTES


 


CNH
Equipment Trust 2009-B, a statutory trust organized and existing under the laws
of the State of Delaware (including any successor, the “Issuing Entity”), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of THREE HUNDRED SEVENTY-THREE MILLION DOLLARS ($373,000,000),
partially payable on each Payment Date in an amount equal to the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the A-3 Notes pursuant to Section 3.1
of the Indenture; provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the March 15,
2013 Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the
Indenture. Except as provided in Section 5.4
of the Indenture, no payments of principal of the Notes will be made until the
principal of the A-1 Notes and the A-2 Notes has been paid in full. The Issuing
Entity will pay interest on this Note at the A-3 Note Rate, on each Payment Date
until the principal of this Note is paid or made available for payment, on the
principal amount of this Note outstanding on the preceding Payment Date (after
giving effect to all payments of principal made on the preceding Payment Date),
subject to certain limitations contained in Section 3.1
of the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but excluding
the then current Payment Date or, if no interest has yet been paid, from the
date hereof.  Interest will be computed
on the basis of a 360-day year consisting of twelve 30-day months.  Such principal of and interest on this Note
shall be paid in the manner specified in the Indenture.


 






(1)           Denominations of $1,000 and in greater whole-dollar
denominations in excess thereof.


 


Exhibit A-3 (Page 1)

















 


The
principal of and interest on this Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.  All
payments made by the Issuing Entity with respect to this Note shall be applied
first to interest due and payable on this Note as provided above and then to
the unpaid principal of this Note.


 


Reference
is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless
the certificate of authentication hereon has been executed by the Indenture
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.


 


Exhibit A-3 (Page 2)

















 


IN
WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.


 


Dated:  May 12, 2009


 


	
   

  	
   

  	
  CNH EQUIPMENT TRUST 2009-B

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Wilmington Trust
  Company,

  not in its individual capacity but solely as Trustee under the Trust
  Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


Exhibit A-3 (Page 3)

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This
is one of the Notes designated above and referred to in the within-mentioned
Indenture.


 


Dated:  May 12, 2009


 


	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST COMPANY, N.A.,

  
	
   

  	
  not in its individual
  capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  



 


Exhibit A-3 (Page 4)

















 


[REVERSE OF NOTE]


 


This
Note is one of a duly authorized issue of the Issuing Entity, designated as its
2.97% Class A-3 Asset Backed Notes (herein called the “A-3Notes” or the “Notes”), all issued
under an Indenture dated as of April 1, 2009 (such Indenture, as
supplemented or amended, is herein called the “Indenture”)
between the Issuing Entity and The Bank of New York Mellon Trust Company, N.A.,
not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes
any successor Indenture Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuing Entity, the
Indenture Trustee and the Holders of the Notes. 
The Notes are subject to all terms of the Indenture.  All terms used in this Note that are not
otherwise defined herein and that are defined in the Indenture shall have the
meanings assigned to them in or pursuant to the Indenture.


 


The
Notes, the A-1 Notes, the A-2 Notes and the A-4 Notes are and will be equally
and ratably secured by the collateral pledged as security therefor as provided
in the Indenture.


 


The
Issuing Entity shall pay interest on overdue installments of interest at the
A-3 Note Rate to the extent lawful.


 


Each
Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note
Owner, a beneficial interest in the Note, covenants and agrees that no recourse
may be taken, directly or indirectly, with respect to the obligations of the
Issuing Entity or the Indenture Trustee on the Notes or under the Indenture or
any certificate or other writing delivered in connection therewith,
against:  (i) the Indenture Trustee
or the Trustee in their individual capacities, (ii) any owner of a
beneficial interest in the Issuing Entity or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of:  (a) the Indenture Trustee or the Trustee
in their individual capacities, (b) any holder of a beneficial interest in
the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any
successor or assign of the Indenture Trustee or the Trustee in their individual
capacities, except as any such Person may have expressly agreed and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
partner, owner or beneficiary.


 


It
is the intent of the Seller, the Servicer, the Noteholders and the Note Owners
that, for purposes of federal and State income tax and any other tax measured
in whole or in part by income, the Notes qualify as indebtedness of the Trust.  Each Noteholder or Note Owner, by acceptance
of a Note, or, in the case of a Note Owner, a beneficial interest in a Note,
agrees to treat, and to take no action inconsistent with the treatment of, the
Notes for such tax purposes as indebtedness of the Trust.


 


Each
Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that by accepting
the benefits of the Indenture that such Noteholder will not at any time
institute against the Seller or the Issuing Entity, or join in any institution
against the Seller or the Issuing Entity of, any bankruptcy,


 


Exhibit A-3 (Page 5)

















 


reorganization or
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.


 


Each
Noteholder or Note Owner, by acceptance of a Note, or in the case of Note
Owner, a beneficial interest in the Note, represents that either (a) it is
not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the
provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any
entity whose underlying assets include plan assets of any of the foregoing
(each a “Benefit Plan”), or (iv) a
governmental plan (as defined in Section 3(32)
of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the
purchase and holding of the Note, or a beneficial interest therein, will not
result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975
of the Code or any substantially similar applicable law.


 


This
Note and the Indenture shall be construed in accordance with the laws of the
State of New York, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.


 


No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuing Entity, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.


 


Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, neither The Bank of New York Mellon Trust Company, N.A., in
its individual capacity, any owner of a beneficial interest in the Issuing
Entity, nor any of their respective partners, beneficiaries, agents, officers,
directors, employees, successors or assigns shall be personally liable for, nor
shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Indenture Trustee for the sole purposes
of binding the interests of the Indenture Trustee in the assets of the Issuing
Entity.  The Holder of this Note by the
acceptance hereof, and each Note Owner by the acceptance of a beneficial
interest herein, each agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
and Note Owner shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuing Entity for any
and all liabilities, obligations and undertakings contained in the Indenture or
in this Note.


 


Exhibit A-3 (Page 6)

















 


ASSIGNMENT


 


Social Security or taxpayer
I.D. or other identifying number of assignee


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


 


	
   

  
	
  (name and address of assignee)

  



 


the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints


 


                                  ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signatures must be
  guaranteed by an “eligible guarantor
  institution” meeting the requirements of the Note Registrar, which
  requirements include membership or participation in STAMP or such other “signature guarantee program” as may be
  determined by the Note Registrar in addition to, or in substitution for,
  STAMP, all in accordance with the Securities Exchange Act of 1934, as
  amended.

  



 






*              NOTE:  The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular without alteration, enlargement or any
change whatsoever.


 


Exhibit A-3 (Page 7)

















 


EXHIBIT A-4


to Indenture


 


FORM OF
A-4 NOTES


 


	
  REGISTERED

  	
   

  	
  $280,600,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12620T AD3

  



 


Unless
this Note is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”),
to the Issuing Entity 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.


 


CNH EQUIPMENT TRUST 2009-B


5.17% CLASS A-4
ASSET BACKED NOTES


 


CNH
Equipment Trust 2009-B, a statutory trust organized and existing under the laws
of the State of Delaware (including any successor, the “Issuing Entity”), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of TWO HUNDRED EIGHTY MILLION SIX HUNDRED THOUSAND DOLLARS
($280,600,000), partially payable on each Payment Date in an amount equal to
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the A-4 Notes pursuant to Section 3.1 of the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the October 15, 2014 Payment Date and the Redemption
Date, if any, pursuant to Section 10.1(a) of
the Indenture. Except as provided in Section 5.4
of the Indenture, no payments of principal of the Notes will be made until the
principal of the A-1 Notes, the A-2 Notes and the A-3 Notes has been paid in
full. The Issuing Entity will pay interest on this Note at the A-4 Note Rate,
on each Payment Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date), subject to certain limitations contained in Section 3.1 of the Indenture.
Interest on this Note will accrue for each Payment Date from the most recent
Payment Date on which interest has been paid to but excluding the then current
Payment Date or, if no interest has yet been paid, from the date hereof.  Interest will be computed on the basis of a
360-day year


 






(1)           Denominations of $1,000 and in greater whole-dollar
denominations in excess thereof.


 


Exhibit A-4 (Page 1)

















 


consisting of twelve 30-day
months.  Such principal of and interest
on this Note shall be paid in the manner specified in the Indenture.


 


The
principal of and interest on this Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.  All
payments made by the Issuing Entity with respect to this Note shall be applied
first to interest due and payable on this Note as provided above and then to
the unpaid principal of this Note.


 


Reference
is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless
the certificate of authentication hereon has been executed by the Indenture
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.


 


Exhibit A-4 (Page 2)

















 


IN
WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.


 


Dated:  May 12, 2009


 


	
   

  	
  CNH EQUIPMENT TRUST 2009-B

  
	
   

  	
   

  
	
   

  	
  By: Wilmington Trust
  Company, 

  not in its individual capacity but solely as Trustee under the Trust
  Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Exhibit A-4 (Page 3)

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This
is one of the Notes designated above and referred to in the within-mentioned
Indenture.


 


Dated:  May 12, 2009


 


	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST COMPANY, N.A.,

  
	
   

  	
  not in its individual
  capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


Exhibit A-4 (Page 4)
















 


[REVERSE OF NOTE]


 


This
Note is one of a duly authorized issue of the Issuing Entity, designated as its
5.17% Class A-4 Asset Backed Notes (herein called the “A-4 Notes” or the “Notes”), all issued
under an Indenture dated as of April 1, 2009 (such Indenture, as
supplemented or amended, is herein called the “Indenture”)
between the Issuing Entity and The Bank of New York Mellon Trust Company, N.A.,
not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes
any successor Indenture Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuing Entity, the
Indenture Trustee and the Holders of the Notes. 
The Notes are subject to all terms of the Indenture.  All terms used in this Note that are not
otherwise defined herein and that are defined in the Indenture shall have the
meanings assigned to them in or pursuant to the Indenture.


 


The
Notes, the A-1 Notes, the A-2 Notes and the A-3 Notes are and will be equally
and ratably secured by the collateral pledged as security therefor as provided
in the Indenture.


 


The
Issuing Entity shall pay interest on overdue installments of interest at the A-4
Note Rate to the extent lawful.


 


Each
Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note
Owner, a beneficial interest in the Note, covenants and agrees that no recourse
may be taken, directly or indirectly, with respect to the obligations of the
Issuing Entity or the Indenture Trustee on the Notes or under the Indenture or
any certificate or other writing delivered in connection therewith,
against:  (i) the Indenture Trustee
or the Trustee in their individual capacities, (ii) any owner of a
beneficial interest in the Issuing Entity or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of:  (a) the Indenture Trustee or the Trustee
in their individual capacities, (b) any holder of a beneficial interest in
the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any
successor or assign of the Indenture Trustee or the Trustee in their individual
capacities, except as any such Person may have expressly agreed and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
partner, owner or beneficiary.


 


It
is the intent of the Seller, the Servicer, the Noteholders and the Note Owners
that, for purposes of federal and State income tax and any other tax measured
in whole or in part by income, the Notes qualify as indebtedness of the
Trust.  Each Noteholder or Note Owner, by
acceptance of a Note, or, in the case of a Note Owner, a beneficial interest in
a Note, agrees to treat, and to take no action inconsistent with the treatment
of, the Notes for such tax purposes as indebtedness of the Trust.


 


Each
Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that by accepting
the benefits of the Indenture that such Noteholder will not at any time
institute against the Seller or the Issuing Entity, or join in any institution
against the Seller or the Issuing Entity of, any bankruptcy,


 


Exhibit A-4 (Page 5)

















 


reorganization or
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.


 


Each
Noteholder or Note Owner, by acceptance of a Note, or in the case of Note
Owner, a beneficial interest in the Note, represents that either (a) it is
not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the
provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any
entity whose underlying assets include plan assets of any of the foregoing
(each a “Benefit Plan”), or (iv) a
governmental plan (as defined in Section 3(32)
of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the
purchase and holding of the Note, or a beneficial interest therein, will not
result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975
of the Code or any substantially similar applicable law.


 


This
Note and the Indenture shall be construed in accordance with the laws of the
State of New York, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.


 


No
reference herein to the Indenture and no provision of this Note or of the Indenture
shall alter or impair the obligation of the Issuing Entity, which is absolute
and unconditional, to pay the principal of and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.


 


Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, neither The Bank of New York Mellon Trust Company, N.A., in
its individual capacity, any owner of a beneficial interest in the Issuing
Entity, nor any of their respective partners, beneficiaries, agents, officers,
directors, employees, successors or assigns shall be personally liable for, nor
shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Indenture Trustee for the sole purposes
of binding the interests of the Indenture Trustee in the assets of the Issuing
Entity.  The Holder of this Note by the
acceptance hereof, and each Note Owner by the acceptance of a beneficial
interest herein, each agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
and Note Owner shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided,
however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuing Entity for any
and all liabilities, obligations and undertakings contained in the Indenture or
in this Note.


 


Exhibit A-4 (Page 6)

















 


ASSIGNMENT


 


Social Security or taxpayer
I.D. or other identifying number of assignee


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


 


	
   

  
	
  (name and address of assignee)

  



 


the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints


 


                                           ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signatures must be guaranteed
  by an “eligible guarantor institution”
  meeting the requirements of the Note Registrar, which requirements include
  membership or participation in STAMP or such other “signature guarantee program” as may be
  determined by the Note Registrar in addition to, or in substitution for,
  STAMP, all in accordance with the Securities Exchange Act of 1934, as
  amended.

  



 






*              NOTE:  The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular without alteration, enlargement or any
change whatsoever.


 


Exhibit A-4 (Page 7)

















 


EXHIBIT A-5

to Indenture


 


FORM OF
CLASS B NOTES


 


	
  REGISTERED

  	
  $30,959,000(1)

  
	
  No. R-1

  	
  CUSIP NO. 12620T AE1

  



 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).
ANY RESALE OR TRANSFER OF THIS NOTE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY
BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT
AND IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE REFERRED TO 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.


 


CNH EQUIPMENT TRUST 2009-B


0.00% CLASS B
ASSET BACKED NOTES


 


CNH
Equipment Trust 2009-B, a statutory trust organized and existing under the laws
of the State of Delaware (including any successor, the “Issuing Entity”), for value received,
hereby promises to pay to CNH CAPITAL AMERICA LLC, or registered assigns, the
principal sum of THIRTY MILLION NINE HUNDRED FIFTY-NINE THOUSAND DOLLARS
($30,959,000), partially payable on each Payment Date in an amount equal to the
aggregate amount, if any, payable from the Note Distribution Account in respect
of principal on the Class B Notes pursuant to Section 3.1 of the Indenture; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of the November 16,
2015 Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the
Indenture.  No payments of principal of
the Notes will be made on any Payment Date until the A-1 Notes, the A-2 Notes,
the A-3 Notes and the A-4 Notes have been paid in full.  The Issuing Entity will pay interest on this
Note at the rate per annum shown above, on each Payment Date until the
principal of this Note is paid or made available for payment, on the principal
amount of this Note outstanding on the preceding Payment Date (after giving
effect to all payments of principal made on the preceding Payment Date),
subject to certain limitations contained in Section 3.1
of the Indenture.  Interest on this Note
will accrue for each Payment Date from the most recent Payment Date on which
interest has been paid to but excluding the then current Payment Date or, if no
interest has yet been paid, from the date hereof.  Interest will be computed on the basis of a
360-day year consisting of twelve 30-day months.  Such principal of and interest on this Note
shall be paid in the manner specified in the Indenture.


 






(1)           Denominations
of $1,000 and in greater whole-dollar denominations in excess thereof.


 


Exhibit A-5 (Page 1)

















 


The
principal of and interest on this Note are payable in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.  All
payments made by the Issuing Entity with respect to this Note shall be applied
first to interest due and payable on this Note as provided above and then to
the unpaid principal of this Note.


 


Reference
is made to the further provisions of this Note set forth on the reverse hereof,
which shall have the same effect as though fully set forth on the face of this
Note.


 


Unless
the certificate of authentication hereon has been executed by the Indenture
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.


 


Exhibit A-5 (Page 2)

















 


IN
WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.


 


	
  Dated: May 12, 2009

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CNH EQUIPMENT TRUST 2009-B

  
	
   

  	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
   

  	
   

  	
  not in its individual
  capacity but solely as Trustee under the Trust Agreement

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


Exhibit A-5 (Page 3)

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This
is one of the Notes designated above and referred to in the within-mentioned
Indenture.


 


	
  Dated: May 12, 2009

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE BANK OF NEW YORK
  MELLON TRUST COMPANY, N.A.,

  
	
   

  	
   

  	
  not in its individual
  capacity but solely as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  



 


Exhibit A-5 (Page 4)

















 


[REVERSE OF NOTE]


 


This
Note is one of a duly authorized issue of Notes of the Issuing Entity,
designated as its 0.00% Class B Asset Backed Notes (herein called the “Class B Notes” or the “Notes”), all issued under an Indenture
dated as of April 1, 2009 (such Indenture, as supplemented or amended, is
herein called the “Indenture”)
between the Issuing Entity and The Bank of New York Mellon Trust Company, N.A.,
not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes
any successor Indenture Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuing Entity, the
Indenture Trustee and the Holders of the Notes. 
The Notes are subject to all terms of the Indenture.  All terms used in this Note that are not
otherwise defined herein and that are defined in the Indenture shall have the
meanings assigned to them in or pursuant to the Indenture.


 


The
Class B Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture, but the
interest of the Class B Noteholders in such collateral is subordinated and
second to the rights of the Class A Noteholders.


 


The
Issuing Entity shall pay interest on overdue installments of interest at the Class B
Note Rate to the extent lawful.


 


Each
Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note
Owner, a beneficial interest in the Note, covenants and agrees that no recourse
may be taken, directly or indirectly, with respect to the obligations of the
Issuing Entity or the Indenture Trustee on the Notes or under the Indenture or
any certificate or other writing delivered in connection therewith,
against:  (i) the Indenture Trustee
or the Trustee in their individual capacities, (ii) any owner of a
beneficial interest in the Issuing Entity or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of:  (a) the Indenture Trustee or the Trustee
in their individual capacities, (b) any holder of a beneficial interest in
the Issuing Entity, the Trustee or the Indenture Trustee or of (c) any
successor or assign of the Indenture Trustee or the Trustee in their individual
capacities, except as any such Person may have expressly agreed and except that
any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
partner, owner or beneficiary.


 


It
is the intent of the Seller, the Servicer, the Noteholders and the Note Owners
that, for purposes of federal and State income tax and any other tax measured
in whole or in part by income, the Notes qualify as indebtedness of the Trust.  Each Noteholder or Note Owner, by acceptance
of a Note, or, in the case of a Note Owner, a beneficial interest in a Note,
agrees to treat, and to take no action inconsistent with the treatment of, the
Notes for such tax purposes as indebtedness of the Trust.


 


Each
Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that by accepting
the benefits of the Indenture that such Noteholder will not at any time
institute against the Seller or the Issuing


 


Exhibit A-5 (Page 5)

















 


Entity, or join in any
institution against the Seller or the Issuing Entity of, any bankruptcy,
reorganization or arrangement, insolvency or liquidation proceedings under any
United States federal or State bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Basic Documents.


 


No
transfer of this Note shall be made unless such transfer is made pursuant to an
effective registration statement under the Act and any applicable state
securities laws or is exempt from the registration requirements under said Act
and such laws. In the event that a transfer is to be made in reliance upon an
exemption from the Securities Act and such laws, in order to assure compliance
with the Securities Act and such laws, there shall be delivered to the Issuing
Entity and to the Indenture Trustee a letter in substantially the form of Exhibit C
(the “Rule 144A Letter”) to the Indenture. 
Notwithstanding the preceding sentence or anything else herein, any
transfer of the Class B Notes to the Depositor, the Originator or any of
their Affiliates on the Closing Date, and any transfer from any of such
entities to its Affiliate, and any transfer from any such entity to an initial
purchaser(s) pursuant to an exemption from the registration requirements,
will not require the delivery of a Rule 144A Letter and may be made
regardless of whether such entity is a “qualified institutional buyer” as
defined in the Securities Act.  Each
Holder of a Class B Note desiring to effect such transfer shall indemnify
the Indenture Trustee, the Issuing Entity, the Seller and the Servicer against
any liability that may result if the transfer is not so exempt or is not made
in accordance with such federal and state laws.


 


Each
Noteholder or Note Owner, by acceptance of a Note, or in the case of Note
Owner, a beneficial interest in the Note, represents that either (a) it is
not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the
provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) any
entity whose underlying assets include plan assets of any of the foregoing
(each a “Benefit Plan”), or (iv) a
governmental plan (as defined in Section 3(32)
of ERISA) that is subject to any law substantially similar to ERISA or Section 4975 of the Code or (b) the
purchase and holding of the Note, or a beneficial interest therein, will not
result in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975
of the Code or any substantially similar applicable law.


 


The
Class B Notes are initially issued only as registered Definitive Notes
without coupons in denominations specified in the Indenture.


 


This
Note and the Indenture shall be construed in accordance with the laws of the
State of New York, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.


 


No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuing Entity, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency, herein prescribed.


 


Anything
herein to the contrary notwithstanding, except as expressly provided in the
Basic Documents, neither The Bank of New York Mellon Trust Company, N.A., in
its individual capacity, any owner of a beneficial interest in the Issuing
Entity, nor any of their respective partners, beneficiaries, agents, officers,
directors, employees, successors or assigns shall be


 


Exhibit A-5 (Page 6)

















 


personally liable for, nor
shall recourse be had to any of them for, the payment of principal of or
interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and
indemnifications have been made by the Indenture Trustee for the sole purposes
of binding the interests of the Indenture Trustee in the assets of the Issuing
Entity.  The Holder of this Note by the
acceptance hereof, and each Note Owner by the acceptance of a beneficial
interest herein, each agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
and Note Owner shall have no claim against any of the foregoing for any deficiency,
loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuing Entity for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.


 


Exhibit A-5 (Page 7)

















 


ASSIGNMENT


 


Social Security or taxpayer
I.D. or other identifying number of assignee


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


 


	
   

  
	
  (name and address of assignee)

  



 


the within Note and all
rights thereunder, and hereby irrevocably constitutes and appoints                                        ,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  To the extent required in
  the Indenture, signatures must be guaranteed by an “eligible guarantor institution” meeting
  the requirements of the Note Registrar, which requirements include membership
  or participation in STAMP or such other “signature
  guarantee program” as may be determined by the Note Registrar in
  addition to, or in substitution for, STAMP, all in accordance with the
  Securities Exchange Act of 1934, as amended.

  



 






*              NOTE:  The signature to this assignment must
correspond with the name of the registered owner as it appears on the face of
the within Note in every particular without alteration, enlargement or any
change whatsoever.


 


Exhibit A-5 (Page 8)

















 


EXHIBIT B

to Indenture


 


FORM OF
SECTION 3.9 OFFICER’S CERTIFICATE


 


The Bank of New York Mellon
Trust Company, N.A.

2 North LaSalle Street, Suite 1020

Chicago, Illinois 60602


 


Pursuant
to Section 3.9 of the
Indenture, dated as of April 1, 2009 (the “Indenture”) between CNH Equipment Trust 2009-B (the “Issuing Entity”) and The Bank of New York
Mellon Trust Company, N.A., as Indenture Trustee, the undersigned hereby
certifies that:


 


(a)           a review of the activities of the Issuing
Entity during the previous fiscal year and of performance under the Indenture
has been made under the supervision of the undersigned; and


 


(b)           to the best knowledge of the
undersigned, based on such review, the Issuing Entity has complied with all conditions
and covenants under the Indenture throughout such year. [or, if there has been
a default in the compliance of any such condition or covenant, this certificate
is to specify each such default known to the undersigned and the nature and
status thereof]


 


	
   

  	
  CNH EQUIPMENT TRUST 2009-B

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Exhibit B (Page 1)
















 


EXHIBIT C

to Indenture


 


FORM OF RULE 144A
LETTER


 


                       ,
2009


 


CNH Equipment Trust 2009-B

c/o Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890


 


The Bank of New York Mellon
Trust Company, N.A.


700 South Flower Street

Suite 500

Los Angeles, California 90017


 


Re:     CNH EQUIPMENT TRUST 2009-B


 


Ladies and Gentlemen:


 


In
connection with our acquisition of the Class B Notes (the “Notes”), we
certify that (a) we understand that the Notes are not being registered
under the Securities Act of 1933, as amended (the “Act”), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we
have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investments in the Notes, (c) we
have had the opportunity to ask questions of and receive answers from CNH
Equipment Trust 2009-B (the “Issuing Entity”) concerning the purchase of the
Notes and all matters relating thereto or any additional information deemed
necessary to our decision to purchase the Notes, (d) either (i) it is
not an “employee benefit plan” within the meaning of Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
ERISA, a “plan” as defined in Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), an
entity deemed to hold “plan assets” of any of the foregoing or a “governmental
plan” as defined in Section 3(32) of ERISA that is subject to any law
substantially similar to ERISA or Section 4975 of the Code or (ii) the
acquisition and holding of the Note or any interest therein will not result in
a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975
of the Code or any substantially similar applicable law, (e) we have not,
nor has anyone acting on our behalf offered, transferred, pledged, sold or
otherwise disposed of the Notes, any interest in the Notes or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Notes, any interest in the Notes or any other similar
security from, or otherwise approached or negotiated with respect to the Notes,
any interest in the Notes or any other similar security with, any person in any
manner, or made any general solicitation by means of general


 


Exhibit C (Page 1)

















 


advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Notes under the Act or that would render the disposition of the Notes a
violation of Section 5 of the Act or require registration pursuant
thereto, nor will act, nor has authorized or will authorize any person to act,
in such manner with respect to the Notes, (f) we are a “qualified
institutional buyer” as that term is defined in Rule 144A under the Act (“Rule 144A”)
and have completed either of the forms of certification to that effect attached
hereto as Annex 1 or Annex 2, (g) we are aware that the sale to us is
being made in reliance on Rule 144A, and (h) we are acquiring the
Notes for our own account or for resale pursuant to Rule 144A and further,
understand that such Notes may be resold, pledged or transferred only (A) to
a person reasonably believed to be a qualified institutional buyer that
purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that the resale, pledge or transfer is being made
in reliance on Rule 144A, or (B) pursuant to another exemption from
registration under the Act.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name of Transferee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized Officer

  



 


Exhibit C (Page 2)

















 


ANNEX 1 TO EXHIBIT C


 


QUALIFIED INSTITUTIONAL
BUYER STATUS UNDER SEC RULE 144A


 


[For Transferees Other Than Registered Investment Companies]


 


The
undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
the Rule 144A Transferee Certificate to which this certification relates
with respect to the Notes described therein:


 


1.             As indicated below, the undersigned
is the President, Chief Financial Officer, Senior Vice President or other
executive officer of the Buyer.


 


2.             In connection with purchases by the
Buyer, the Buyer is a “qualified institutional buyer” as that term is defined
in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”)
because (i) the Buyer owned and/or invested on a discretionary basis
$                      (1) in
securities (except for the excluded securities referred to below) as of the end
of the Buyer’s most recent fiscal year (such amount being calculated in
accordance with Rule 144A and (ii) the Buyer satisfies the criteria
in the category marked below.


 


o Corporation,
etc. The Buyer is a corporation (other than a bank, savings and loan
association or similar institution), Massachusetts or similar business trust,
partnership, or charitable organization described in Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended.


 


o Bank. The
Buyer (a) is a national bank or banking institution organized under the
laws of any State, territory or the District of Columbia, the business of which
is substantially confined to banking and is supervised by the State or
territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy
of which is attached hereto.


 


o Savings and
Loan. The Buyer (a) is a savings and loan association, building and loan
association, cooperative bank, homestead association or similar institution,
which is supervised and examined by a State or Federal authority having supervision
over any such institutions or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy
of which is attached hereto.


 


o Broker-dealer.
The Buyer is a dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934.


 






(1)           Buyer must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Buyer is a
dealer, and, in that case, Buyer must own and/or invest on a discretionary
basis at least $10,000,000 in securities.


 


Exhibit C (Page 3)

















 


o Insurance
Company. The Buyer is an insurance company whose primary and predominant
business activity is the writing of insurance or the reinsuring of risks
underwritten by insurance companies and which is subject to supervision by the
insurance commissioner or a similar official or agency of a State, territory or
the District of Columbia.


 


o State or Local
Plan. The Buyer is a plan established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.


 


o ERISA Plan.
The Buyer is an employee benefit plan within the meaning of Title I of the
Employee Retirement Income Security Act of 1974.


 


o Investment
Advisor. The Buyer is an investment advisor registered under the Investment
Advisors Act of 1940.


 


o Small Business
Investment Company. Buyer is a small business investment company licensed by
the U.S. Small Business Administration under Section 301(c) or (d) of
the Small Business Investment Act of 1958.


 


o Business
Development Company. Buyer is a business development company as defined in Section 202(a)(22)
of the Investment Advisors Act of 1940.


 


3.             The term “securities” as used
herein does not include (i) securities of issuers that are affiliated with
the Buyer, (ii) securities that are part of an unsold allotment to or
subscription by the Buyer, if the Buyer is a dealer, (iii) securities
issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank
deposit notes and certificates of deposit, (v) loan participations, (vi) repurchase
agreements, (vii) securities owned but subject to a repurchase agreement
and (viii) currency, interest rate and commodity swaps.


 


4.             For purposes of determining the
aggregate amount of securities owned and/or invested on a discretionary basis
by the Buyer, the Buyer used the cost of such securities to the Buyer and did
not include any of the securities referred to in the preceding paragraph,
except (i) where the Buyer reports its securities holdings in its
financial statements on the basis of their market value, and (ii) no
current information with respect to the cost of those securities has been
published. If clause (ii) in the preceding sentence applies, the
securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the Buyer,
but only if such subsidiaries are consolidated with the Buyer in its financial
statements prepared in accordance with generally accepted accounting principles
and if the investments of such subsidiaries are managed under the Buyer’s
direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.


 


5.             The Buyer acknowledges that it is
familiar with Rule 144A and understands that the seller to it and other
parties related to the Notes are relying and will continue to rely on the
statements made herein because one or more sales to the Buyer may be in
reliance on Rule 144A.


 


6.             Until the date of purchase of the Rule 144A
Securities, the Buyer will notify each of the parties to which this
certification is made of any changes in the information and


 


Exhibit C (Page 4)

















 


conclusions herein. Until
such notice is given, the Buyer’s purchase of the Notes will constitute a
reaffirmation of this certification as of the date of such purchase. In
addition, if the Buyer is a bank or savings and loan is provided above, the
Buyer agrees that it will furnish to such parties updated annual financial
statements promptly after they become available.


 


 


	
   

  	
   

  
	
   

  	
  Print Name of Buyer

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


Exhibit C (Page 5)

















 


ANNEX 2 TO EXHIBIT C


 


QUALIFIED INSTITUTIONAL
BUYER STATUS UNDER SEC RULE 144A


 


[For Transferees That are Registered Investment Companies]


 


The
undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
the Rule 144A Transferee Certificate to which this certification relates
with respect to the Notes described therein:


 


1.                                       As indicated
below, the undersigned is the President, Chief Financial Officer or Senior Vice
President of the Buyer or, if the Buyer is a “qualified institutional buyer” as
that term is defined in Rule 144A under the Securities Act of 1933, as
amended (“Rule 144A”) because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the adviser.


 


2.                                       In connection
with purchases by Buyer, the Buyer is a “qualified institutional buyer” as
defined in SEC Rule 144A because (i) the Buyer is an investment
company registered under the Investment Company Act of 1940, as amended and (ii) as
marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer’s most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer’s Family of Investment Companies, the cost of such securities was used,
except (i) where the Buyer or the Buyer’s Family of Investment Companies
reports its securities holdings in its financial statements on the basis of
their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the
preceding sentence applies, the securities may be valued at market.


 


o The Buyer
owned
$[                          ]
in securities (other than the excluded securities referred to below) as of the
end of the Buyer’s most recent fiscal year (such amount being calculated in
accordance with Rule 144A).


 


o The Buyer is
part of a Family of Investment Companies which owned in the aggregate
$[                          ]
in securities (other than the excluded securities referred to below) as of the
end of the Buyer’s most recent fiscal year (such amount being calculated in
accordance with Rule 144A).


 


3.                                       The term “Family
of Investment Companies” as used herein means two or more registered investment
companies (or series thereof) that have the same investment adviser or
investment advisers that are affiliated (by virtue of being majority owned
subsidiaries of the same parent or because one investment adviser is a majority
owned subsidiary of the other).


 


4.                                       The term “securities”
as used herein does not include (i) securities of issuers that are
affiliated with the Buyer or are part of the Buyer’s Family of Investment
Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest
rate and commodity swaps.


 


Exhibit C (Page 6)

















 


5.                                       The Buyer is
familiar with Rule 144A and understands that the parties listed in the Rule 144A
Transferee Certificate to which this certification relates are relying and will
continue to rely on the statements made herein because one or more sales to the
Buyer will be in reliance on Rule 144A. In addition, the Buyer will only
purchase for the Buyer’s own account.


 


6.                                       Until the date
of purchase of the Notes, the undersigned will notify the parties listed in the
Rule 144A Transferee Certificate to which this certification relates of
any changes in the information and conclusions herein. Until such notice is
given, the Buyer’s purchase of the Notes will constitute a reaffirmation of
this certification by the undersigned as of the date of such purchase.


 


	
   

  	
   

  
	
   

  	
  Print Name of Buyer or
  Adviser

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  IF AN ADVISER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name of Buyer

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


Exhibit C (Page 7)

















 


Schedule P


 


1.             General.  The Indenture creates, or with respect to the
Receivables that are Subsequent Receivables upon the transfer of such
Subsequent Receivables pursuant to the Subsequent Transfer Assignment will
create, a valid and continuing security interest (as defined in the applicable
UCC) in all of the Issuing Entity’s right, title and interest in, to and under (i) the
Receivables, (ii) the security interests in the Financed Equipment granted
by Obligors pursuant to the Receivables, (iii) the Liquidity Receivables Purchase
Agreement (only with respect to Owned Contracts) and (iv) the Sale and
Servicing Agreement (including all rights of the Seller under the Liquidity
Receivables Purchase Agreements and the Purchase Agreement assigned to the
Issuing Entity pursuant to the Sale and Servicing Agreement), in each case, in
favor of the Indenture Trustee, which, (a) security interest is
enforceable upon execution of the Indenture against creditors of and purchasers
from the Issuing Entity as such enforceability may be limited by applicable
Debtor Relief Laws, now or hereafter in effect, and by general principles of
equity (whether considered in a suit at law or in equity), and (b) upon
filing of the financing statements described in clause 4 below will be prior to all other Liens.


 


2.             Characterization.  The Receivables constitute “tangible chattel
paper” within the meaning of UCC Section 9-102.  The rights granted under the agreements
described in clause 1(ii) through
(iv) constitute “general
intangibles” within the meaning of UCC Section 9-102.  The Issuing Entity has taken or will take all
steps necessary to perfect its security interest in the property securing the
Receivables within 10 days of the Closing Date.


 


3.             Creation.  Immediately prior to the grant to the
Indenture Trustee pursuant to the Indenture, the Issuing Entity owns and has
good and marketable title to, or has a valid security interest in, the
Receivables free and clear of any Lien, claim or encumbrance of any Person.


 


4.             Perfection.  The Issuing Entity has caused or will have
caused, within ten days of the Closing Date, the filing of all appropriate
financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest
granted to the Indenture Trustee under the Indenture in the Receivables.  With respect to the Collateral that
constitutes tangible chattel paper, the Servicer or a Subservicer, as
custodian, received possession of such tangible chattel paper after the
Indenture Trustee received a written acknowledgment (which is contained in the
Sale and Servicing Agreement) from such custodian that it is acting solely as
agent of the Indenture Trustee.  All
financing statements filed under this clause
4 contain a statement that “A purchase of or security interest in
any collateral described in this financing statement will violate the rights of
the Secured Party”.


 


5.             Priority.  Other than the security interest granted to
the Indenture Trustee pursuant to the Indenture, the Issuing Entity has not
pledged, assigned, sold, granted a security interest in, or otherwise conveyed
any of the Collateral.  The Issuing
Entity has not authorized the filing of and is not aware of any financing
statements against the Issuing Entity that include a description of collateral
covering the Collateral other than any financing statement (i) relating to
the security interest granted to the Indenture Trustee under the Indenture, (ii) that
has been terminated or relating to a security interest which has been released,
or (iii) that has been granted pursuant to the terms of the Basic
Documents.  None of the tangible chattel
paper that constitutes or


 


Schedule P (Page 1)

















 


evidences the Collateral has
any marks or notations indicating that they have pledged, assigned or otherwise
conveyed to any Person other than the Indenture Trustee.  The Issuing Entity is not aware of any
judgment, ERISA or tax lien filings against it.


 


6.             Survival of Perfection
Representations.  Notwithstanding any
other provision of the Indenture or any other Basic Document, the Perfection
Representations contained in this Schedule P shall be continuing, and remain in
full force and effect (other than with respect to Reacquired Receivables);


 


7.             No Waiver.  The parties to the Indenture:  (i) shall not, without obtaining a
confirmation of the then-current rating of the Notes, waive a material breach
of any of the representations and warranties in this Schedule P (the “Perfection Representations”); (ii) shall
provide the Ratings Agencies with prompt written notice of any material breach
of the Perfection Representations, and shall not, without obtaining a
confirmation of the then-current rating of the Notes (as determined after any
adjustment or withdrawal of the ratings following notice of such breach) waive
a material breach of any of the Perfection Representations.


 


8.             Servicer to Maintain Perfection
and Priority.  The Servicer covenants
that, in order to evidence the interests of Issuing Entity and the Indenture
Trustee under this Agreement, Servicer shall take such action, or execute and
deliver such instruments as may be necessary or advisable (including, without
limitation, such actions as are requested by Issuing Entity) to maintain and
perfect, as a first priority interest, 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 the Indenture Trustee for the Indenture Trustee to authorize 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 Indenture Trustee’s security
interest in the Receivables as a first-priority interest (each a “Filing”). 
Issuing Entity shall promptly authorize in writing Servicer to, and
Servicer shall, effect such Filing under the Uniform Commercial Code without
the signature of the Indenture Trustee or Issuing Entity where allowed by
applicable law.


 


Schedule P (Page 2)