Exhibit 4.1


 


CNH EQUIPMENT TRUST 2009-C


 


INDENTURE


 


between


 


CNH EQUIPMENT TRUST 2009-C


 


and


 


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


 


as Indenture Trustee.


 


Dated
as of October 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

  	
  6

  
	
  SECTION 2.6.

  	
  Persons Deemed Owner

  	
  7

  
	
  SECTION 2.7.

  	
  Payment of Principal and Interest; Defaulted Interest

  	
  7

  
	
  SECTION 2.8.

  	
  Cancellation

  	
  8

  
	
  SECTION 2.9.

  	
  Release of Collateral

  	
  8

  
	
  SECTION 2.10.

  	
  Book-Entry Notes

  	
  8

  
	
  SECTION 2.11.

  	
  Notices to Clearing Agency

  	
  9

  
	
  SECTION 2.12.

  	
  Definitive Notes

  	
  9

  
	
  SECTION 2.13.

  	
  Tax Treatment

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE III Covenants

  	
  10

  
	
   

  	
   

  
	
  SECTION 3.1.

  	
  Payment of Principal and Interest

  	
  10

  
	
  SECTION 3.2.

  	
  Maintenance of Office or Agency

  	
  10

  
	
  SECTION 3.3.

  	
  Money for Payments To Be Held in Trust

  	
  10

  
	
  SECTION 3.4.

  	
  Existence

  	
  12

  
	
  SECTION 3.5.

  	
  Protection of the Trust Estate

  	
  12

  
	
  SECTION 3.6.

  	
  Opinions as to the Trust Estate

  	
  12

  
	
  SECTION 3.7.

  	
  Performance of Obligations; Servicing of Receivables

  	
  13

  
	
  SECTION 3.8.

  	
  Negative Covenants

  	
  14

  
	
  SECTION 3.9.

  	
  Annual Statement as to Compliance

  	
  15

  
	
  SECTION 3.10.

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

  	
  15

  
	
  SECTION 3.11.

  	
  Successor or Transferee

  	
  17

  
	
  SECTION 3.12.

  	
  No Other Business

  	
  17

  
	
  SECTION 3.13.

  	
  No Borrowing

  	
  17

  
	
  SECTION 3.14.

  	
  Servicer’s Obligations

  	
  17

  
	
  SECTION 3.15.

  	
  Guarantees, Loans, Advances and Other Liabilities

  	
  17

  
	
  SECTION 3.16.

  	
  Capital Expenditures

  	
  17

  
	
  SECTION 3.17.

  	
  Removal of Administrator

  	
  17

  
	
  SECTION 3.18.

  	
  Restricted Payments

  	
  18

  



 


i

















 


	
  SECTION 3.19.

  	
  Notice of Events of Default

  	
  18

  
	
  SECTION 3.20.

  	
  Further Instruments and Acts

  	
  18

  
	
  SECTION 3.21.

  	
  Perfection Representation

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV Satisfaction and
  Discharge

  	
  18

  
	
   

  	
   

  
	
  SECTION 4.1.

  	
  Satisfaction and Discharge of Indenture

  	
  18

  
	
  SECTION 4.2.

  	
  Application of Trust Money

  	
  19

  
	
  SECTION 4.3.

  	
  Repayment of Monies Held by Paying Agent

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE V Remedies

  	
  20

  
	
   

  	
   

  
	
  SECTION 5.1.

  	
  Events of Default

  	
  20

  
	
  SECTION 5.2.

  	
  Acceleration of Maturity; Rescission and Annulment

  	
  21

  
	
  SECTION 5.3.

  	
  Collection of Indebtedness and Suits for Enforcement by Indenture
  Trustee

  	
  21

  
	
  SECTION 5.4.

  	
  Remedies; Priorities

  	
  23

  
	
  SECTION 5.5.

  	
  Optional Preservation of the Receivables

  	
  25

  
	
  SECTION 5.6.

  	
  Limitation of Suits

  	
  25

  
	
  SECTION 5.7.

  	
  Unconditional Rights of Noteholders To Receive Principal and Interest

  	
  26

  
	
  SECTION 5.8.

  	
  Restoration of Rights and Remedies

  	
  26

  
	
  SECTION 5.9.

  	
  Rights and Remedies Cumulative

  	
  26

  
	
  SECTION 5.10.

  	
  Delay or Omission Not a Waiver

  	
  27

  
	
  SECTION 5.11.

  	
  Control by Noteholders

  	
  27

  
	
  SECTION 5.12.

  	
  Waiver of Past Defaults

  	
  27

  
	
  SECTION 5.13.

  	
  Undertaking for Costs

  	
  28

  
	
  SECTION 5.14.

  	
  Waiver of Stay or Extension Laws

  	
  28

  
	
  SECTION 5.15.

  	
  Action on Notes

  	
  28

  
	
  SECTION 5.16.

  	
  Performance and Enforcement of Certain Obligations

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI The Indenture Trustee

  	
  29

  
	
   

  	
   

  
	
  SECTION 6.1.

  	
  Duties of the Indenture Trustee

  	
  29

  
	
  SECTION 6.2.

  	
  Rights of Indenture Trustee

  	
  31

  
	
  SECTION 6.3.

  	
  Individual Rights of the Indenture Trustee

  	
  31

  
	
  SECTION 6.4.

  	
  Indenture Trustee’s Disclaimer

  	
  32

  
	
  SECTION 6.5.

  	
  Notice of Defaults

  	
  32

  
	
  SECTION 6.6.

  	
  Reports by Indenture Trustee to the Holders

  	
  32

  
	
  SECTION 6.7.

  	
  Compensation and Indemnity

  	
  32

  
	
  SECTION 6.8.

  	
  Replacement of the Indenture Trustee

  	
  33

  
	
  SECTION 6.9.

  	
  Successor Indenture Trustee by Merger

  	
  34

  
	
  SECTION 6.10.

  	
  Appointment of Co-Trustee or Separate Trustee

  	
  34

  
	
  SECTION 6.11.

  	
  Eligibility; Disqualification

  	
  35

  
	
  SECTION 6.12.

  	
  Preferential Collection of Claims Against the Issuing Entity

  	
  36

  
	
  SECTION 6.13.

  	
  Information to Be Provided by the Indenture Trustee

  	
  36

  
	
  SECTION 6.14.

  	
  Representations and Warranties

  	
  36

  



 


ii

















 


	
  ARTICLE VII Noteholders’ Lists and
  Reports

  	
  37

  
	
   

  	
   

  
	
  SECTION 7.1.

  	
  Issuing Entity To Furnish Indenture Trustee Names and Addresses of
  Noteholders

  	
  37

  
	
  SECTION 7.2.

  	
  Preservation of Information; Communications to Noteholders

  	
  37

  
	
  SECTION 7.3.

  	
  Reports by Issuing Entity

  	
  38

  
	
  SECTION 7.4.

  	
  Required Filings

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII Accounts, Disbursements
  and Releases

  	
  38

  
	
   

  	
   

  
	
  SECTION 8.1.

  	
  Collection of Money

  	
  38

  
	
  SECTION 8.2.

  	
  Trust Accounts

  	
  39

  
	
  SECTION 8.3.

  	
  General Provisions Regarding Accounts

  	
  41

  
	
  SECTION 8.4.

  	
  Release of Trust Estate

  	
  42

  
	
  SECTION 8.5.

  	
  Opinion of Counsel

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX Supplemental Indentures

  	
  42

  
	
   

  	
   

  
	
  SECTION 9.1.

  	
  Supplemental Indentures Without Consent of Noteholders

  	
  42

  
	
  SECTION 9.2.

  	
  Supplemental Indentures With Consent of Noteholders

  	
  44

  
	
  SECTION 9.3.

  	
  Execution of Supplemental Indentures

  	
  45

  
	
  SECTION 9.4.

  	
  Effect of Supplemental Indenture

  	
  45

  
	
  SECTION 9.5.

  	
  Conformity with Trust Indenture Act

  	
  45

  
	
  SECTION 9.6.

  	
  Reference in Notes to Supplemental Indentures

  	
  46

  
	
  SECTION 9.7.

  	
  Amendment without Consent

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE X Redemption of Notes

  	
  46

  
	
   

  	
   

  
	
  SECTION 10.1.

  	
  Redemption

  	
  46

  
	
  SECTION 10.2.

  	
  Form of Redemption Notice

  	
  46

  
	
  SECTION 10.3.

  	
  Notes Payable on Redemption Date

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI Miscellaneous

  	
  47

  
	
   

  	
   

  
	
  SECTION 11.1.

  	
  Compliance Certificates and Opinions, etc.

  	
  47

  
	
  SECTION 11.2.

  	
  Form of Documents Delivered to Indenture Trustee

  	
  49

  
	
  SECTION 11.3.

  	
  Acts of Noteholders

  	
  50

  
	
  SECTION 11.4.

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

  	
  50

  
	
  SECTION 11.5.

  	
  Notices to Noteholders; Waiver

  	
  51

  
	
  SECTION 11.6.

  	
  Alternate Payment and Notice Provisions

  	
  51

  
	
  SECTION 11.7.

  	
  Conflict with Trust Indenture Act

  	
  51

  
	
  SECTION 11.8.

  	
  Effect of Headings and Table of Contents

  	
  52

  
	
  SECTION 11.9.

  	
  Successors and Assigns

  	
  52

  
	
  SECTION 11.10.

  	
  Severability

  	
  52

  
	
  SECTION 11.11.

  	
  Benefits of Indenture

  	
  52

  
	
  SECTION 11.12.

  	
  Legal Holidays

  	
  52

  
	
  SECTION 11.13.

  	
  Governing Law

  	
  52

  
	
  SECTION 11.14.

  	
  Counterparts

  	
  52

  



 


iii

















 


	
  SECTION 11.15.

  	
  Recording of Indenture

  	
  52

  
	
  SECTION 11.16.

  	
  Trust Obligation

  	
  53

  
	
  SECTION 11.17.

  	
  No Petition

  	
  53

  
	
  SECTION 11.18.

  	
  Inspection

  	
  53

  
	
  SECTION 11.19.

  	
  Subordination

  	
  54

  
	
  SECTION 11.20.

  	
  Information Requests

  	
  54

  



 


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

  
	
   

  	
   

  	
   

  
	
  SCHEDULES

  
	
   

  	
   

  	
   

  
	
  SCHEDULE
  P

  	
   

  	
  Perfection
  Representations & Warranties

  



 


v
















 


INDENTURE dated as of October 1,
2009 between CNH EQUIPMENT TRUST 2009-C, 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 0.42069% Class A-1
Asset Backed Notes (each an “A-1 Note”),
0.95% Class A-2 Asset Backed Notes (each an “A-2 Note”),
1.85% Class A-3 Asset Backed Notes (each an “A-3 Note”),
3.00% Class A-4 Asset Backed Notes (each an “A-4 Note”)
and the 4.98% 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 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
Deposit, 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.


 


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.


 


2

















 


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


 


3

















 


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 $207,800,000, $194,000,000,
$197,000,000, $201,200,000 and $24,821,000, 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 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, 


 


4

















 


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, 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, 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 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.


 


5

















 


Every
Note 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 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 


 


6

















 


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.


 


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. 
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 Noteholders of the Class A-3
Notes.  All principal payments on the Class A-4
Notes shall be 


 


7

















 


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 Notes,
upon original issuance, will be issued in the form of typewritten Notes
representing the Book-Entry Notes, to be delivered to The Depository Trust
Company (“DTC”) (the initial Clearing Agency), or
its custodian, by, or on behalf of, the Issuing Entity. Such Notes shall
initially be registered on the Note Register in the 


 


8

















 


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.
Unless and until definitive, fully registered Notes (the “Definitive
Notes”) representing Notes have been issued to Note Owners:


 


(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, 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 Notes have been
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 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 


 


9

















 


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.


 


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 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.


 


10
















 


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.


 


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 


 


11

















 


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


 


(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 


 


12

















 


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.


 


(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 


 


13

















 


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.


 


(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;


 


14

















 


(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. 
i)  The Issuing Entity shall not
consolidate or merge with or into any other Person, unless:


 


(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;


 


15

















 


(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 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;


 


16

















 


(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.


 


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.


 


17

















 


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.


 


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 


 


18

















 


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;


 


(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 


 


19

















 


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 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 


 


20

















 


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:


 


(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 


 


21

















 


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 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;


 


22
















 


(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.


 


(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):


 


23

















 


(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 (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;


 


24

















 


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 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;


 


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(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 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 


 


26

















 


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;


 


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 


 


27

















 


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 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 


 


28

















 


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.


 


(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.


 


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(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).


 


(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.


 


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(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.


 


(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.


 


31
















 


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, 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 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 


 


32

















 


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.


 


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.


 


33

















 


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.


 


(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;


 


34

















 


(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 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 


 


35

















 


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 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:


 


36

















 


(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.


 


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 


 


37

















 


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.


 


(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 


 


38

















 


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, 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;


 


39
















 


(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-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;


 


(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 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 


 


40

















 


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 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 


 


41

















 


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 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 


 


42

















 


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 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; 


 


43

















 


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);


 


(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 


 


44

















 


any Payment Date (including
the calculation of any of the individual components of such calculation); 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 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.


 


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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 either of CNHCR or NH Credit
pursuant to Section 9.1(a) of the Sale and
Servicing Agreement, on any Payment Date on which either CNHCR or NH Credit
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, any of CNHCR or NH
Credit or the Issuing Entity shall 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;


 


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(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
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


 


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(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 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.


 


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(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 June 30, 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, 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 


 


49

















 


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, 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-C, 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 


 


50

















 


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 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.


 


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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 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.


 


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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.


 


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 


 


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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 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 


 


54

















 


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]


 


55

















 


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-C

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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 0.42069% Class A-1 Asset Backed Notes.


 


“A-1 Note Final Scheduled Maturity Date”
means the December 3, 2010 Payment Date.


 


“A-1 Note Rate” means 0.42069% 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 0.95% Class A-2 Asset Backed Notes.


 


“A-2 Note Final Scheduled Maturity Date”
means the August 15, 2012 Payment Date.


 


“A-2 Note Rate” means 0.95% 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 1.85% Class A-3 Asset Backed Notes.


 


“A-3 Note Final Scheduled Maturity Date”
means the December 16, 2013 Payment Date.


 


“A-3 Note Rate” means 1.85% 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 3.00% Class A-4 Asset Backed Notes.


 


“A-4 Note Final Scheduled Maturity Date”
means the August 17, 2015 Payment Date.


 


“A-4 Note Rate” means 3.00% 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 October 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.


 


“Aggregate Statistical Contract Value”
means $873,647,103.93, which amount is equal to the aggregate Statistical
Contract Value of all Receivables as of the Cutoff Date.


 


“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 Pool Balance, as of the beginning of the current Collection
Period.


 


“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).


 


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


 


Appendix
A (Page 2)

















 


“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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  May 2011

  	
   

  	
  1.75%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  November 2011

  	
   

  	
  2.50%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  May 2012

  	
   

  	
  3.00%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  November 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 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 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.


 


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


 


Appendix
A (Page 3)

















 


“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).


 


“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 4.98% Class B Asset Backed Notes.


 


“Class B Note Final Scheduled Maturity
Date” means the April 15, 2016 Payment Date.


 


“Class B Note Rate” means
4.98% 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.


 


Appendix
A (Page 4)

















 


“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 November 10,
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.


 


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


 


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


 


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


 


Appendix
A (Page 5)

















 


“CNHCR Assets” is defined in Section 2.1 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 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 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 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 


 


Appendix
A (Page 6)

















 


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 the Cutoff Date through the
last day of the related Collection Period, to (b) the Pool Balance as of
the Cutoff Date.


 


“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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  May 2011

  	
   

  	
  0.40%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  November 2011

  	
   

  	
  0.55%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  May 2012

  	
   

  	
  0.65%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  November 2012

  	
   

  	
  0.75%

  	
   

  



 


“Cutoff Date” means September 30,
2009.


 


“Cutoff Date APR” means 6.70%,
which is an annual rate that equals the weighted average APR of the Receivables
as of the Cutoff Date.


 


“Dealer” means the dealer (which
may include retail outlets owned in whole or in part by CNH America LLC) or
other third-party that originated and assigned the respective Receivable to
CNHCA or NH Credit, as applicable, under a Dealer Agreement.


 


“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.


 


Appendix
A (Page 7)

















 


“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 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;


 


Appendix
A (Page 8)

















 


(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);


 


(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


 


(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.


 


Appendix
A (Page 9)

















 


“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.


 


“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.


 


“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.


 


“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 


 


Appendix
A (Page 10)

















 


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.


 


“Indenture” means the Indenture
dated as of October 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 Pool Balance” means the
Pool Balance as of the Cutoff Date, which is $824,821,710.37.


 


“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, 


 


Appendix
A (Page 11)

















 


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-C 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
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.


 


Appendix
A (Page 12)
















 


“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.


 


“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.


 


“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 


 


Appendix
A (Page 13)

















 


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.


 


“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;


 


Appendix
A (Page 14)

















 


(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, 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 December 15, 2009.


 


“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.


 


Appendix
A (Page 15)

















 


“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, if any, and
all Realized Losses on Receivables liquidated during such preceding Collection
Period, if any) less the aggregate Write Down Amount as of the last day of the
preceding Collection Period, if any.


 


“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.


 


“Preliminary Prospectus” means the
prospectus dated October 28, 2009 and the prospectus supplement dated October 28,
2009 (subject to completion), relating to the Class A Notes and Class B
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.


 


“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 October 28, 2009 and the prospectus supplement dated November 3,
2009, relating to the Class A Notes and Class B Notes.


 


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


 


“Purchase Agreement” means the
Purchase Agreement dated as of October 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 


 


Appendix
A (Page 16)

















 


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, in the case of any
Contract transferred on the Closing Date, the Cutoff Date APR.


 


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


 


“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.


 


“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 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 (other than Reacquired Receivables).


 


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


 


Appendix
A (Page 17)

















 


“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.


 


“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.


 


“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);


 


(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


 


Appendix
A (Page 18)

















 


(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.


 


“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 October 1, 2009 among the
Issuing Entity, the Seller and the Servicer.


 


“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 (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.


 


Appendix
A (Page 19)

















 


“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.


 


“Specified Discount Factor” equals
6.70%.


 


“Specified Spread Account Balance”
means on the Closing Date, 2.90% of the sum of the Pool Balance as of the
Cutoff Date and on any Payment Date thereafter the lesser of, (a) 2.90% of
the Pool Balance as of the Cutoff Date 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 May 2011 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 November 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 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 (C) or (D); (C) 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 1.50% on such Payment Date
(regardless of whether the Specified Spread Account Reduction Trigger was met
on the Payment Dates in 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 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 November 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 May 2011
or any Payment Date thereafter, November 2011 or any Payment Date
thereafter or May 2012 or any Payment 


 


Appendix
A (Page 20)

















 


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 May 2011, November 2011, May 2012, or November 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 Deposit” means,
$23,919,829.60.


 


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


 


“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.


 


“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 with respect to the related Collection
Period.  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, and payments made by a Dealer pursuant to the related Dealer
Agreement with respect to such Receivable, 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 or (ii) any Recoveries.


 


Appendix
A (Page 21)

















 


“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 October 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 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.


 


Appendix
A (Page 22)

















 


“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 November 3, 2009 among Banc of America
Securities LLC and BNP Paribas Securities Corp. 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 23)
















 


EXHIBIT A-1

to Indenture


 


FORM OF A-1 NOTES


 


	
  REGISTERED

  	
   

  	
  $207,800,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12612A AA0

  



 


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-C

0.42069%  CLASS A-1 ASSET BACKED NOTES


 


CNH Equipment Trust 2009-C,
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 SEVEN MILLION, EIGHT HUNDRED THOUSAND DOLLARS
($207,800,000), 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 December 3,
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:  November 10, 2009


 


	
   

  	
  CNH
  EQUIPMENT TRUST 2009-C

  
	
   

  	
   

  	
   

  
	
   

  	
  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:  November 10, 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 0.42069% Class A-1
Asset Backed Notes (herein called the “A-1
Notes” or the “Notes”),
all issued under an Indenture dated as of October 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

  	
   

  	
  $194,000,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12612A AB8

  



 


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-C


0.95% CLASS A-2 ASSET
BACKED NOTES


 


CNH Equipment Trust 2009-C,
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 NINETY-FOUR MILLION
DOLLARS ($194,000,000) 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 August 15, 2012 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:  November 10, 2009


 


	
   

  	
  CNH
  EQUIPMENT TRUST 2009-C

  
	
   

  	
   

  
	
   

  	
  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:  November 10, 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 0.95% Class A-2
Asset Backed Notes (herein called the “A-2 Notes” or
the “Notes”), all issued under an Indenture dated as of October 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

  	
   

  	
  $197,000,000 (1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO.12612A AC6

  



 


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-C


1.85% CLASS A-3 ASSET
BACKED NOTES


 


CNH Equipment Trust 2009-C,
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 NINETY-SEVEN MILLION
DOLLARS ($197,000,000), 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 December 16, 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 


 






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


 


Exhibit
A-3 (Page 1)

















 


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-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:  November 10, 2009


 


	
   

  	
  CNH
  EQUIPMENT TRUST 2009-C

  
	
   

  	
   

  	
   

  
	
   

  	
  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:  November 10, 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 1.85% Class A-3
Asset Backed Notes (herein called the “A-3 Notes” or
the “Notes”), all issued under an Indenture
dated as of October 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

  	
   

  	
  $201,200,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12612A AD4

  



 


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-C


3.00% CLASS A-4 ASSET
BACKED NOTES


 


CNH Equipment Trust 2009-C,
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 ONE MILLION, TWO HUNDRED
THOUSAND DOLLARS ($201,200,000), 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 August 17, 2015 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:  November 10, 2009


 


	
   

  	
  CNH
  EQUIPMENT TRUST 2009-C

  
	
   

  	
   

  	
   

  
	
   

  	
  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:  November 10, 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 3.00% Class A-4
Asset Backed Notes (herein called the “A-4 Notes” or
the “Notes”), all issued under an Indenture
dated as of October 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

  	
   

  	
  $24,821,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12612A AE2

  



 


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-C


4.98% CLASS B ASSET
BACKED NOTES


 


CNH Equipment Trust 2009-C,
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 TWENTY-FOUR MILLION, EIGHT HUNDRED TWENTY-ONE
THOUSAND DOLLARS ($24,821,000), 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 April 15, 2016
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 


 






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


 


Exhibit
A-5 (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-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:  November 10, 2009


 


	
   

  	
  CNH
  EQUIPMENT TRUST 2009-C

  
	
   

  	
  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:  November 10, 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 4.98% Class B
Asset Backed Notes (herein called the “Class B Notes”
or the “Notes”), all issued under an Indenture
dated as of October 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.


 


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-5 (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-5 (Page 7)
















 


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 October 1, 2009 (the “Indenture”)
between CNH Equipment Trust 2009-C (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-C

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Exhibit
B (Page 1)

















 


Schedule P


 


1.             General. 
The Indenture creates 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 evidences the Collateral has any marks or notations
indicating that they have pledged, assigned 


 


Schedule
P (Page 1)

















 


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)