Exhibit
4.1




 





CNH
EQUIPMENT TRUST 2007-A


INDENTURE


between


CNH
EQUIPMENT TRUST 2007-A


and


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

as Indenture Trustee.


Dated as of March 1, 2007




 



















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

  
	
   

  	
  SECTION 3.19.

  	
  Notice of Events of Default

  	
  18

  
	
   

  	
  SECTION 3.20.

  	
  Further Instruments and Acts

  	
  18

  
	
   

  	
  SECTION 3.21.

  	
  Perfection Representation

  	
  18

  



 



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  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  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

  	
  22

  
	
   

  	
  SECTION 5.4.

  	
  Remedies; Priorities

  	
  24

  
	
   

  	
  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

  	
  31

  
	
   

  	
  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

  	
  33

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII Noteholders’ Lists and Reports

  	
  37

  
	
   

  	
  SECTION 7.1.

  	
  Issuing Entity To Furnish Indenture Trustee Names
  and Addresses of Noteholders

  	
  37

  



 



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  Page

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
  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

  	
  43

  
	
   

  	
  SECTION 9.1.

  	
  Supplemental Indentures Without Consent of
  Noteholders

  	
  43

  
	
   

  	
  SECTION 9.2.

  	
  Supplemental Indentures With Consent of Noteholders

  	
  44

  
	
   

  	
  SECTION 9.3.

  	
  Execution of Supplemental Indentures

  	
  46

  
	
   

  	
  SECTION 9.4.

  	
  Effect of Supplemental Indenture

  	
  46

  
	
   

  	
  SECTION 9.5.

  	
  Conformity with Trust Indenture Act

  	
  46

  
	
   

  	
  SECTION 9.6.

  	
  Reference in Notes to Supplemental Indentures

  	
  46

  
	
   

  	
  SECTION 9.7.

  	
  Amendment without Consent

  	
  47

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X Redemption of Notes

  	
  47

  
	
   

  	
  SECTION 10.1.

  	
  Redemption

  	
  47

  
	
   

  	
  SECTION 10.2.

  	
  Form of Redemption Notice

  	
  47

  
	
   

  	
  SECTION 10.3.

  	
  Notes Payable on Redemption Date

  	
  48

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI Miscellaneous

  	
  48

  
	
   

  	
  SECTION 11.1.

  	
  Compliance Certificates and Opinions, etc

  	
  48

  
	
   

  	
  SECTION 11.2.

  	
  Form of Documents Delivered to Indenture Trustee

  	
  50

  
	
   

  	
  SECTION 11.3.

  	
  Acts of Noteholders

  	
  50

  
	
   

  	
  SECTION 11.4.

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

  	
  51

  
	
   

  	
  SECTION 11.5.

  	
  Notices to Noteholders; Waiver

  	
  52

  
	
   

  	
  SECTION 11.6.

  	
  Alternate Payment and Notice Provisions

  	
  52

  
	
   

  	
  SECTION 11.7.

  	
  Conflict with Trust Indenture Act

  	
  52

  
	
   

  	
  SECTION 11.8.

  	
  Effect of Headings and Table of Contents

  	
  53

  
	
   

  	
  SECTION 11.9.

  	
  Successors and Assigns

  	
  53

  
	
   

  	
  SECTION 11.10.

  	
  Severability

  	
  53

  
	
   

  	
  SECTION 11.11.

  	
  Benefits of Indenture

  	
  53

  
	
   

  	
  SECTION 11.12.

  	
  Legal Holidays

  	
  53

  
	
   

  	
  SECTION 11.13.

  	
  Governing Law

  	
  53

  
	
   

  	
  SECTION 11.14.

  	
  Counterparts

  	
  53

  
	
   

  	
  SECTION 11.15.

  	
  Recording of Indenture

  	
  53

  
	
   

  	
  SECTION 11.16.

  	
  Trust Obligation

  	
  54

  
	
   

  	
  SECTION 11.17.

  	
  No Petition

  	
  54

  
	
   

  	
  SECTION 11.18.

  	
  Inspection

  	
  54

  




 iii
 









 


	
  

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SECTION 11.19.

  	
  Subordination

  	
  55

  
	
   

  	
  SECTION 11.20.

  	
  Information Requests

  	
  55

  



 



 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 March 1, 2007 between CNH EQUIPMENT TRUST 2007-A, a Delaware statutory
trust (the “Issuing Entity”), and THE BANK OF NEW
YORK TRUST COMPANY, N.A., a national banking association (“BNYTC”),
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 5.26338%
Class A-1 Asset Backed Notes (each an “A-1 Note”),
5.13% Class A-2 Asset Backed Notes (each an “A-2
Note”), 4.99% Class A-3 Asset Backed Notes (each an “A-3 Note”), Floating Rate Class A-4 Asset Backed Notes
(each an “A-4 Note”) and the 5.09% 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 BNYTC at the
Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes
and the Counterparty, all of the Issuing Entity’s right, title and interest in,
to and under the following, whether now existing or hereafter arising or
acquired (collectively, the “Collateral”):


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


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


(c)           any proceeds with
respect to the Receivables from claims on insurance policies covering Financed
Equipment or Obligors;


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


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


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


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


(h)           all rights of the
Issuing Entity under the Interest Rate Swap Agreement; 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,
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 (including the amounts owed in connection with the
Interest Rate Swap Agreement), 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.


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


ARTICLE I

Definitions and Incorporation by Reference


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


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


“Commission” means the Securities and Exchange
Commission.


“indenture securities” means the Notes.


“indenture security holder” means a Noteholder.


“indenture to be qualified” means this Indenture.


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


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



 2
 









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


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


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


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


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


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


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


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


ARTICLE
II

The Notes


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



 3
 









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


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


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


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


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


The Indenture Trustee shall upon Issuing Entity Order
authenticate and deliver A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes, and
Class B Notes for original issue in an aggregate principal amount of $228,000,000, $311,000,000, $270,000,000,
$358,000,000, and $33,000,000, 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



 4
 









a like principal amount
of Definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes shall
in all respects be entitled to the same benefits under this Indenture as if
they were Definitive Notes.


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


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


Upon surrender for registration of transfer of any
Note at the office or agency of the Issuing Entity to be maintained as provided
in Section 3.2, if the
requirements of Section 8-401(a) of the UCC are met, 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.



 5
 









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.


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.



 6
 









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


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



 7
 









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 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 



 8
 









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 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 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 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 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 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 



 9
 









the issuance of Definitive Notes, the Indenture
Trustee shall recognize the Holders of the Definitive Notes as Noteholders.


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 and the Counterparty
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 and the Counterparty 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 and the Counterparty 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 continuation statements, as are necessary to
perfect and make effective the Lien and security



 12
 









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 2008 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, the Counterparty and the Rating Agencies thereof,
and shall specify in such notice the action, if any, the Issuing Entity is
taking with respect to such default.  If
a Servicer Default shall arise from the failure of the Servicer to perform any
of its duties or obligations under the Sale and Servicing Agreement with
respect to



 13
 









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 and the Counterparty.  As soon as a Successor Servicer is appointed,
the Issuing Entity shall notify the Indenture Trustee and the Counterparty 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.  (a)  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 and the Counterparty, (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
and the Counterparty 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, the Counterparty
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) rights of the
Counterparty to receive Net Swap Payments (including interest on any overdue
Net Swap Payment) and any Swap Termination Payment owing to the Counterparty,
(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
and the Counterparty 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:



 18
 









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


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


(i)            have become due and
payable,


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


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


(B)           the
Issuing Entity has paid or caused to be paid all other sums payable hereunder
(including amounts due and payable under the Interest Rate Swap Agreement) 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 



 19
 









all sums due and to become due thereon for principal
and interest; but such monies need not be segregated from other funds except to
the extent required herein or in the Sale and Servicing Agreement or as
required by law.


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


ARTICLE V

Remedies


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


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


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


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



 20
 









Issuing Entity’s
affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or


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


The Issuing Entity shall deliver to the Indenture
Trustee and the Counterparty, 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, the Counterparty 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
amounts owed to the Counterparty under the Interest Rate Swap Agreement,
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



 21
 









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


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


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


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


(c)           In case an Event of Default occurs and is
continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion,
proceed to protect and enforce its rights and the rights of the Noteholders and
the Counterparty, 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:



 22
 









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


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


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


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


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


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


(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.



 23
 









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


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


(i)            institute
Proceedings in its own name and as trustee of an express trust for the
collection of all amounts then payable on the Notes and to the Counterparty 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,
the Counterparty 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 and the Counterparty are sufficient to discharge in full all
amounts then due and unpaid upon such Notes for principal and interest and
under the Interest Rate Swap Agreement for any Net Swap Payment (including
interest on any overdue Net Swap Payment) and any Swap Termination Payment 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



 24
 









sale was less than the price that might have been
obtained, even if the Indenture Trustee accepts the first offer received and
does not offer the Trust Estate to more than one offeree, so long as such sale
is conducted in a commercially reasonable manner.


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


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


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


THIRD:  to the Indenture Trustee for amounts due
under Section 6.7;


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; and


SEVENTH:  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, the Counterparty 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:



 25
 









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


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


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


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


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


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


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


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



 26
 









other right or remedy, and every right and remedy
shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or
in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.


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


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


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


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


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


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


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.



 27
 









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


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


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


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



 28
 









Agreement (or the Seller under or in connection with
the Purchase Agreement) to the extent and in the manner directed by the
Indenture Trustee, including the transmission of notices of default on the part
of the Seller or the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Seller or the Servicer of each of their obligations under the Sale and
Servicing Agreement or the Purchase Agreement.


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


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


ARTICLE
VI

The Indenture Trustee


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


(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



 29
 









and opinions
to determine whether or not they conform to the requirements of this Indenture.


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


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


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


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


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


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


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


(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.



 30
 









(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.


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



 31
 









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


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, 2007, 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 Title 11 of the United
States Code or any other applicable federal or State bankruptcy, insolvency or
similar law.



 32
 









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 Counterparty and 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.


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



 33
 









transferee corporation without any further act shall
be the successor Indenture Trustee.  The
Indenture Trustee shall provide the Rating Agencies, the Counterparty 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;


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



 34
 









(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 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



 35
 









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:


(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



 36
 









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 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 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.



 37
 









(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.


ARTICLE
VIII

Accounts, Disbursements and Releases


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



 38















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, the Certificateholders and the
Counterparty, 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 and the Counterparty in the
following amounts and in the following order of priority:


(i)            to the Counterparty for any due and unpaid
Net Swap Payment (including interest on any overdue Net Swap Payment), if any,
according to the amount due under the Interest Rate Swap Agreement as a Net
Swap Payment (including interest on any overdue Net Swap Payment);


(ii)           with the same priority and ratably in
proportion to the Outstanding Amount of the Class A Notes and the amounts
due under clause (y) of this
Section 8.2(c)(ii), to (x)
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, and (y) the Counterparty, any Priority Swap Termination
Payment due to it under the Class A Swap Agreement; provided , that if any
money or property remains after making the payments required by the immediately
preceding clause (x) or (y), such money or property shall be used
to pay any remaining amounts due and payable under this Section 8.2(c)(ii) before any such
money or property shall be distributed pursuant to Sections 8.2(c)(iii) through (viii);


(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;



 39
 









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


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


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


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


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


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


(C)           to the A-3 Noteholders, until the
Outstanding principal balance of the A-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)         the Counterparty, Swap Termination Payment due
to it under the Class A Swap Agreement to the extent not paid pursuant to clause (ii) above; 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 and the Counterparty in the following
amounts and in the following order of priority:


(i)            to the Counterparty for any due and unpaid
Net Swap Payment (including interest on any overdue Net Swap Payment), if any,
according to the amount due under



 40
 









the Interest
Rate Swap Agreement as a Net Swap Payment (including interest on any overdue
Net Swap Payment);


(ii)           with the same priority and ratably in
proportion to the Outstanding Amount of the Class A Notes and the amounts
due under clause (y) of this
Section 8.2(e)(ii), to
(x) 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 and (y) the Counterparty, any Priority Swap Termination Payment
due to it under the Class A Swap Agreement; provided , that if any money
or property remains after making the payments required by the immediately
preceding clause (x), such
money or property shall be used to pay any remaining Class A Swap
Termination Payments due and payable under the Class A Swap Agreement
before any such money or property shall be distributed pursuant to Sections 8.2(e)(iii) through (vii);


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


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


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


(vi)          the Counterparty, Swap Termination Payment
due to it under the Class A Swap Agreement to the extent not paid pursuant
to clause (ii) above; and


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


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.



 41
 









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


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


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
and the Counterparty under the Interest Rate Swap Agreement 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



 42
 









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.  Notwithstanding anything herein
to the contrary, any such Opinion of Counsel shall include the Counterparty as
an addressee thereof.


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, the Counterparty and the Indenture Trustee, when
authorized by an Issuing Entity Order, at any time and from time to time, may
enter into one or more indentures supplemental hereto (which shall conform to
the TIA as in force at the date of the execution thereof), in form satisfactory
to the Indenture Trustee, for any of the following purposes:


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


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


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


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


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


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


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



 43
 









(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 and the Counterparty, enter into an indenture or indentures
supplemental hereto to cure any ambiguity, to correct or supplement any
provisions in this Indenture or for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the Holders of Notes under this
Indenture; provided, however, that such action shall not, as
evidenced by an Officer’s Certificate of the Seller, (i) adversely affect
in any material respect the interests of any Noteholder or
(ii) (a) adversely affect the Counterparty’s rights or obligations
under the Interest Rate Swap Agreement, or (b) adversely modify the
obligations of, or adversely impact the ability of, the Issuing Entity to fully
perform any of the Issuing Entity’s obligations under such Swap Agreement.  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)           If any amendment or
supplement would either: (1) materially and adversely affect any of the
Counterparty’s rights or obligations under the Interest Rate Swap Agreement or
any other Basic Document; or (b) materially and adversely modify the
obligations of, or materially and adversely impact the ability of, the Trust to
fully perform any of the Trust’s obligations under the Interest Rate Swap
Agreement, the Trust and the Indenture Trustee shall be required to first
obtain the written consent of the Counterparty before entering into any such
amendment or supplement.  In addition,
the Counterparty  has the right to
receive 10 days prior notice to any amendment or supplement to this Indenture.


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 the Counterparty 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



 44
 









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 any Payment Date (including
the calculation of any of the individual components of such calculation) or to
affect the rights of the Holders of Notes to the benefit of any provisions for
the mandatory redemption of the Notes contained herein; or


(vii)         permit the creation of any Lien ranking prior
to or on a parity with the Lien of this Indenture with respect to any part of
the Trust Estate or, except as otherwise permitted or contemplated herein,
terminate the Lien of this Indenture on any property at any time subject hereto
or deprive any Holder of Notes of the security provided by the Lien of this
Indenture; provided further, if
any such amendment and/or supplement of either this Indenture or any other
Basic Document would either: 
(a) adversely affect the Counterparty’s rights or obligations under
the Interest Rate Swap Agreement; or (b) adversely modify the obligations
of, or adversely impact the ability of, the Issuing Entity to fully perform any
of the Issuing Entity’s obligations under such Interest Rate Swap Agreement,
the Issuing Entity and the Indenture Trustee shall be required first to obtain
the written consent of the Counterparty, before entering into any such
amendment or supplement.


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



 45
 









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.


If any amendment or supplement would either: (1)
materially and adversely affect any of the Counterparty’s rights or obligations
under the Interest Rate Swap Agreement or any other Basic Document; or (b)
materially and adversely modify the obligations of, or materially and adversely
impact the ability of, the Trust to fully perform any of the Trust’s
obligations under the Interest Rate Swap Agreement, the Trust and the Indenture
Trustee shall be required to first obtain the written consent of the
Counterparty before entering into any such amendment or supplement.  In addition, the Counterparty  has the right to receive 10 days prior notice
to any amendment or supplement to this 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.


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



 46
 









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


ARTICLE X

Redemption of Notes


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


(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.



 47
 









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


(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



 48
 









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.


(v)           Notwithstanding Section 2.9 or any other provision of this Section, the Issuing Entity may, without
compliance with the requirements of the other provisions of this Section: 
(A) collect, liquidate, sell or otherwise dispose of Receivables
and Financed Equipment as and to the extent permitted or required by the Basic
Documents and (B) make cash payments out of the Trust Accounts as and to
the extent permitted or required by the Basic Documents so long as the Issuing
Entity shall deliver to the Indenture Trustee every six months, commencing
March 1, 2008, an Officer’s Certificate



 49
 









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 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



 50
 









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, Counterparty 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 2007-A, in care of Wilmington Trust Company, Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate
Trust Administration, and to New Holland Credit Company, LLC, as Administrator,
33 South Railroad Avenue, New Holland Pennsylvania, 17557, Attention:  Finance Manager; with a copy to:  New Holland Credit Company, LLC,
100 South Saunders Road, Lake Forest, Illinois 60045, Attention:  Senior Counsel, or at any other address
previously furnished in writing to the Indenture Trustee by the Issuing Entity
or the Administrator.  The Issuing Entity
shall promptly transmit any notice received by it from the Noteholders to the
Indenture Trustee and the Counterparty, or


(c)           the Counterparty by the
Issuing Entity or the Indenture Trustee, shall be sufficient for every purpose
hereunder if in writing and mailed, first-class postage prepaid, hand delivered
or sent by overnight courier service or by telecopy in legible form to the
Counterparty addressed to:  Credit Suisse
International, One Cabot Square, London E14
4QJ, England, Attention: (1) Head of Credit Risk Management; (2) Managing



 51
 









Director
- Operations Department; (3) Managing Director - Legal Department, Telex
No.: 264521, Answerback: CSI G, with a copy to: Facsimile No.: 44 20 7888 2686, Attention: Managing Director - Legal
Department, telephone number for oral confirmation of receipt of
facsimile in legible form: 44 20 7888 2028, or at any other address previously
furnished in writing to the Issuing Entity or the Indenture Trustee by the
Counterparty.


Notices required to be given to the Rating Agencies by
the Issuing Entity, the Counterparty, the Indenture Trustee or the Trustee
shall be in writing, personally delivered or mailed by certified mail, return
receipt requested, to their respective addresses 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 Counterparty 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.



 53
 









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



 54
 









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 or any of its Affiliates, at the expense of the Issuing
Entity or any of its Affiliates, as applicable, in order to comply with or
obtain more favorable treatment under any current or future law, rule,
regulation, accounting rule or principle.



 55
 









[the remainder of this
page intentionally left blank]



 56















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


	
  

  	
  CNH EQUIPMENT TRUST 2007-A;

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
   

  	
  not in its individual capacity but solely

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Perkins

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert J. Perkins

  
	
   

  	
   

  	
  Title:

  	
  Sr. Financial Services Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW
  YORK TRUST

  COMPANY, N.A.

  
	
   

  	
  not in its individual
  capacity but solely

  
	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith Richardson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Keith Richardson

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
							



 



 S-1















APPENDIX A

Definitions


“180-Day Receivable”
with respect to any calendar month means any Receivable as to which a scheduled
payment is 180 days or more past due by the last day of such calendar month 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 5.26338%
Class A-1 Asset Backed Notes.


“A-1 Note Final Scheduled
Maturity Date” means April 4, 2008.


“A-1 Note Rate”
means 5.26338% 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 5.13% Class A-2 Asset Backed Notes.


“A-2 Note Final Scheduled
Maturity Date” means the October 2009 Payment Date.


“A-2 Note Rate”
means 5.13% 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 4.99% Class A-3 Asset Backed Notes.


“A-3 Note Final Scheduled
Maturity Date” means the October 2010 Payment Date.


“A-3 Note Rate”
means 4.99% 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 Floating Rate Class A-4 Asset Backed Notes.


“A-4 Note Final Scheduled
Maturity Date” means the September 2012 Payment Date.


“A-4 Note Rate”
means, for each Interest Period, a rate per annum equal to One-Month LIBOR for
that Interest Period plus 0.04% per annum, computed on the basis of the actual
number of days in that Interest Period and a year of 360 days.


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


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



 A-1
 









“Administration Agreement”
means the Administration Agreement dated as of March 1, 2007 among the
Administrator, the Issuing Entity, the Indenture Trustee and the Trustee.


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


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


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


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


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


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


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


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


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



 A-2
 









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


“Average Delinquency Ratio
Test” for the Payment Date in 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

  	
   

  
	
  March 2009

  	
   

  	
  2.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  September 2009

  	
   

  	
  3.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  March 2010

  	
   

  	
  3.50

  	
  %

  



 


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


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


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


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


“Backup Servicer Account
Required Amount” means, initially, the Backup Servicer Account
Initial Deposit; provided, however , the Backup Servicer Account Required
Amount may be reduced by the Servicer if (a) Moody’s provides written
confirmation that such reduction will not result in a downgrade 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 agreement entered into by the Issuing Entity, the Seller, the
Servicer and the Backup Servicer.



 A-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 Interest Rate Swap Agreement, the Backup Servicing Agreement and other
documents and certificates delivered in connection therewith.


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


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


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


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


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


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


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


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


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


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


“Class” means
any class of Notes.


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


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


“Class A Swap Agreement”
means the Class A-4 Swap Agreement.


“Class A Swap
Termination Payment” or “Swap Termination Payment”
means the Class A-4 Swap Termination Payment.



 A-4
 









“Class A-4
Counterparty” means Credit Suisse International and any other
counterparty under the Class A-4 Swap Agreement or any successor agreement
to the Class A-4 Swap Agreement.


“Class A-4 Net Swap
Payment” means, for any Payment Date, the net amount payable by the
Issuing Entity under the Class A-4 Swap Agreement (excluding any
Class A-4 Swap Termination Payment).


“Class A-4 Net Swap
Receipt” means, for any Payment Date, the net amount payable by the
Class A-4 Counterparty under the Class A-4 Swap Agreement (excluding
any Class A-4 Swap Termination Payment).


“Class A-4 Reference
Banks” means four major banks in the London interbank market
selected by the Class A-4 Counterparty.


“Class A-4
Representative Amount” means, on any LIBOR Determination Date, an
amount equal to the outstanding principal amount of the A-4 Notes on the
immediately preceding Payment Date or the Closing Date, as applicable.


“Class A-4 Swap
Agreement” means an interest rate swap agreement between the Trust
and the Class A-4 Counterparty substantially in the form of Exhibit G to the Sale and Servicing
Agreement or such other form as shall have satisfied the Rating Agency
Condition.


“Class A-4 Swap
Termination Payment” means any termination payment due under the
terms of the Class A-4 Swap Agreement.


“Class A-4 USD-LIBOR
Reference Banks Rate” means, for each Interest Period, the rate
determined on the basis of the rates at which deposits in U.S. Dollars are
offered by the Class A-4 Reference Banks at approximately 11:00 a.m.,
London time, on the related LIBOR Determination Date to prime banks in the
London interbank market for a period of one month commencing on the first day
of the Interest Period for which such rate is being determined and in a
Class A-4 Representative Amount. 
The Class A-4 Counterparty (in its capacity as calculation agent
under the Class A-4 Swap Agreement) will request the principal London
office of each of the Class A-4 Reference Banks to provide a quotation of
its rate.  If at least two such
quotations are provided, the rate for that Interest Period will be the
arithmetic mean of the quotations.  If
fewer than two quotations are provided as requested, the rate for that Interest
Period will be the arithmetic mean of the rates quoted by major banks in New
York City, selected by the Class A-4 Counterparty, at approximately
11:00 a.m., New York time, on the related LIBOR Determination Date for
loans in U.S. Dollars to leading European banks for a period for which such
rate is being determined and in a Class A-4 Representative Amount.


“Class B Note”
means any of the Issuing Entity’s 5.09% Class B Asset Backed Notes.


“Class B Note Final
Scheduled Maturity Date” means the June 2014 Payment Date.


“Class B Note Rate”
means 5.09% per annum, computed on the basis of a 360-day year of consisting of
twelve 30-day months.



 A-5
 









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


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


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


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


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


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


“Closing Date”
means March 16, 2007.


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


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



 A-6
 









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


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


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


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


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


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


“Commission”
means the Securities and Exchange Commission.


“Contract” means
a Retail Installment Contract.


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


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


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


(ii)           (a) 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.



 A-7
 









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


“Counterparty”
means the Class A-4 Counterparty.


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


“Cumulative Net Loss Ratio
Test” for the Payment Date occurring in 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

  	
   

  
	
  March 2009

  	
   

  	
  0.55

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  September 2009

  	
   

  	
  0.65

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  March 2010

  	
   

  	
  0.75

  	
  %

  



 


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


“Dealer” means
the dealer (which may include retail outlets owned in whole or in part by CNH
America LLC) 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.



 A-8
 









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


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


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


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


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


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


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


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


“Eligible Deposit Account”
means either:  (a) a segregated
account with an Eligible Institution or any other segregated account, the
deposit of funds in which satisfies the Rating Agency Condition or (b) a
segregated trust account with the corporate trust department of a depository
institution organized under the laws of the United States of America or any
State (or any domestic branch of a foreign bank), having corporate trust powers
and acting as trustee for 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-9
 









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


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


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


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


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


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


(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 (d) and (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.



 A-10
 









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


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


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


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


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


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


“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.


“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.


“Funding Period”
means the period from and including the Closing Date and ending on the earliest
of:  (a) the Determination Date on
which the amount on deposit in the Pre-Funding Account (after giving effect to
any transfers therefrom in connection with the transfer of Subsequent
Receivables to the Issuing Entity on or before such Determination Date) is less
than $200,000, (b) the date on which an Event of Default or a Servicer
Default occurs, (c) the date on which an Insolvency Event occurs with
respect to the Seller or the Servicer and (d) the close of business on the
June 2007 Payment Date.


“Grant” means
mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey,
assign, transfer, create and grant a Lien upon and a security interest in and
right of set-off 



 A-11
 









against, deposit, set
over and confirm pursuant to the Indenture, and other forms of the verb “to Grant” shall have correlative
meanings.  A Grant of the Collateral or
of any other agreement or instrument shall include all rights, powers and
options (but none of the obligations) of the Granting party thereunder,
including the immediate and continuing right to claim for, collect, receive and
give receipt for principal and interest payments in respect of the Collateral
and all other monies payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and
options, to bring Proceedings in the name of the Granting party or otherwise
and generally to do and receive anything that the Granting party is or may be
entitled to do or receive thereunder or with respect thereto.


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


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


“Indenture”
means the Indenture dated as of March 1, 2007 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 Trust Company, N.A., a national banking association,
not in its individual capacity but solely as Indenture Trustee under the
Indenture, or any successor Indenture Trustee under the Indenture.


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


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


“Initial Aggregate
Statistical Contract Value” means $953,976,160.32, which amount is
equal to the aggregate Statistical Contract Value of all Initial Receivables as
of the Initial Cutoff Date.


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


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



 A-12
 









“Initial Cutoff Date”
means February 28, 2007.


“Initial Cutoff Date APR”
means 5.21%, which is an annual rate that equals the weighted average APR of
the Initial Receivables as of the Initial Cutoff Date.


“Initial Pool Balance”
means:  (i) the Pool Balance as of
the Initial Cutoff Date, which is $913,825,383.21 plus (ii) the aggregate
Contract Value of all Subsequent Receivables sold to the Issuing Entity as of
their respective Subsequent Cutoff Dates.


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


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


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


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


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


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


“Interest Rate Swap
Agreement” means the Class A-4 Swap Agreement.


“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.



 A-13
 









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


“Issuing Entity”
means CNH Equipment Trust 2007-A 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.


“LIBOR Determination Date”
means the day that is two London Banking Days preceding the first day of an
Interest Period and with respect to the first LIBOR Determination Date, the day
that is two London Banking Days preceding the Closing Date.


“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.


“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 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.


“London Banking Day”
means any day on which dealings in deposits in U.S. Dollars are transacted in
the London interbank market.


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


(a)           the weighted average of the Interest
Rate on each class of Notes (assuming LIBOR is equal to the Stated Fixed
Interest Rate Swap Rate for the A-4 Notes) minus 1.75%; multiplied by


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


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



 A-14
 









“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.


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


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


“Negative Carry
Account Initial Deposit” means $2,343,845.02.


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


“Net Swap Payment”
means the Class A-4 Net Swap Payment.


“Net Swap Receipt”
means the Class A-4 Net Swap Receipt.


“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 



 A-15
 









other Class of Notes
payable prior to that Class of Notes. For purposes of this definition only, the
A-1 Notes, A-2 Notes, A-3 Notes and 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
or the Servicer, as appropriate.


“One-Month LIBOR”
means, for each Interest Period, the rate for deposits in U.S. Dollars for a
period of one month corresponding to such Interest Period which appears on the
Telerate Page 3750 as of 11:00 a.m., London time, on the related
LIBOR Determination Date.  If such rate
does not appear on the Telerate Page 3750, the rate for that Interest Period
will be determined as if the parties had specified “USD-LIBOR Reference Banks Rate” as the applicable rate.


“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, the Counterparty or the Rating Agencies, as
applicable.


“Originator”
means CNHCA.



 A-16
 









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


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


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


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


“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 April 16, 2007; provided that if any A-1 Notes remain
Outstanding after giving effect to distributions on the March 2008 Payment
Date, April 4, 2008 shall constitute a Payment Date solely with respect to the
A-1 Notes.


“Person” means
any individual, corporation, limited liability company, estate, partnership,
joint venture, association, joint stock company, trust (including any
beneficiary 



 A-17
 









thereof), unincorporated
organization or government or any agency or political subdivision thereof.


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


“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.


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


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


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


“Pre-Funding
Account Initial Deposit” means $286,174,616.79.


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


“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 due on or prior to such day allocable to principal using the simple
interest method, (ii) any refunded portion of insurance premiums included
in the Amount Financed, (iii) any payment of the Purchase Amount with
respect to the Receivable allocable to principal and (iv) any prepayment
in full or any partial prepayments applied to reduce the Principal Balance of
the Receivable.


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


“Principal Supplement
Account Deposit” means, with respect to each Subsequent Transfer
Date, an amount equal to the Required Principal Supplement Account Balance 



 A-18
 









applicable to such
Subsequent Transfer Date minus any amount then on deposit in the Principal
Supplement Account.


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


“Priority Swap Termination
Payment” shall mean any Class A Swap Termination Payment
payable by the Issuing Entity relating to (i) an early termination of the
Class A Swap Agreement following an “Event of Default” or “Termination
Event” for which the Counterparty is not the “Defaulting Party” or sole “Affected Party” or (ii) an early termination of the
Class A Swap Agreement as a result of a “Tax Event” or “Illegality”
(terms in quotations in the foregoing definition shall have the respective
meanings assigned to such terms in the Class A Swap Agreement).


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


“Prospectus”
means the prospectus dated March 5, 2007 and the prospectus supplement dated
March 6, 2007, relating to the Notes.


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


“Purchase Agreement”
means the Purchase Agreement dated as of March 1, 2007 between the Seller and
CNHCA, as the same may be amended and supplemented from time to time, which
term shall also include, as the context requires, the Liquidity Receivables
Purchase Agreement.


“Purchase Amount”
means, as of the close of business on the last day of a Collection Period, an
amount equal to the Contract Value of the applicable Contract, as of the first
day of the immediately following Collection Period (or, with respect to any
applicable Contract that is a Liquidated Receivable, as of the day immediately
prior to such Contract becoming a Liquidated Receivable less any Liquidation
Proceeds actually received by the Issuing Entity) plus interest accrued and
unpaid thereon as of such last day at a rate per annum equal to:  (a) in the case of any Contract
transferred on the Closing Date, the Initial Cutoff Date APR and (b) in
the case of any Contract transferred or a Subsequent Transfer Date, the
applicable Subsequent Cutoff Date APR.


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


“Purchased Receivable”
means a Receivable purchased as of the close of business on the last day of a
Collection Period by the Servicer or CNHCA pursuant to Section 4.6 of the Sale and Servicing
Agreement 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.


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



 A-19
 









“Rating Agency Condition”
means, with respect to any action, that each Rating Agency shall have been
given 10 days’ prior notice thereof and that each of the Rating Agencies 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.


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


“Receivable”
means, collectively, any Contract listed on the Assignment and each Subsequent
Transfer Assignment.


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


“Record Date”
means, with respect to a Payment Date or Redemption Date, the close of business
on the fourteenth day of the calendar month in which such Payment Date or
Redemption Date occurs, or, if Definitive Notes are issued, the close of
business on the last day of the calendar month preceding the month of such
Payment Date, whether or not such day is a Business Day, or if Definitive Notes
were not outstanding on such date, the date of issuance of the Definitive Note,
and with respect to the A-1 Note Final Scheduled Maturity Date, April 3, 2008.


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


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


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


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


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


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


“Repossessed Receivable”
with respect to any calendar month 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 calendar month and which has not become a
Liquidated Receivable.



 A-20
 









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


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


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


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


“Sale and Servicing
Agreement” means the Sale and Servicing Agreement, dated as of March
1, 2007 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, and the listing of Receivables attached to, or incorporated by
reference in, each CNHCA Subsequent Transfer Assignment and Subsequent Transfer
Assignment (each of which schedules may be in the form of a compact disk or any
other computer-readable medium).


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


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


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


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


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



 A-21
 









“Seller” means
CNHCR.


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


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


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


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


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


“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 7.00%.


“Specified Spread Account
Balance” means on the Closing Date, 2.50% of the sum of the Pool
Balance as of the Initial Cutoff Date and on any Payment Date thereafter the
lesser of, (a) 2.50% of the sum of (i) the Pool Balance as of the
Initial Cutoff Date plus (ii) the aggregate Contract Value of all
Subsequent Receivables sold to the Trust as of their respective Cutoff Dates
and (b) the outstanding principal amount of the Notes.  However, if (A) the Specified Spread
Account Reduction Trigger is met on the Payment Date in March 2009, the percentage
in clause (a) will be reduced to 2.25% 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)
and/or (C); and/or (B) the Specified Spread Account Reduction Trigger on
the Payment Date in September 2009 is met, the percentage in clause (a)
will be reduced to 2.00% on such Payment Date (regardless of whether the
Specified Spread Account Reduction Trigger was met on the Payment Date in March
2009) 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); and/or (C) the Specified Spread Account Reduction Trigger on the
Payment Date in March 2010 is met, the percentage in clause (a) 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 March 2009 or
September 2009) 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.



 A-22
 









“Specified Spread Account
Reduction Trigger” for the Payment Date in March 2009, September
2009 and/or March 2010 will be met if the Average Delinquency Ratio Test and
the Cumulative Net Loss Ratio Test for such Payment Date are met.


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


“Spread Account Initial
Deposit” means, initially, $22,845,634.58  and, with respect to each Subsequent Transfer
Date, cash or Eligible Investments having a value approximately equal to 2.50%
of the aggregate Contract Value of the Subsequent Receivables conveyed to the
Issuing Entity on such Subsequent Transfer Date.


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


“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.


“Stated Fixed Interest Rate
Swap Rate” means with respect to the Class A-4 Notes, the fixed
interest rate of 4.905%.


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


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


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


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


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


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


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


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



 A-23
 









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


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


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


“Telerate Page 3750”
means the display page currently so designated on the Moneyline’s Telerate
Service (or such other page as may replace that page on that service for the
purpose of displaying comparable rates or prices).


“TIA” means the
Trust Indenture Act.


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


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


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


“Trust” means
the Issuing Entity.


“Trust Account Property”
means the Trust Accounts, all amounts and investments held from time to time in
any Trust Account (whether in the form of deposit accounts, physical 



 A-24
 









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 March 1, 2007 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.


“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.



 A-25
 









“Underwriting Agreement”
means the Underwriting Agreement dated March 6, 2007 among Credit Suisse
Securities (USA) LLC and SG Americas Securities, LLC as representatives of the
several underwriters named therein, CNHCA and CNHCR.


“USD-LIBOR Reference Banks
Rate” means the Class A-4 USD-LIBOR Reference Banks Rate.


“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.”



 A-26















	
  

  	
   

  	
  EXHIBIT A-1

  
	
   

  	
   

  	
  to Indenture

  



 


FORM OF A-1 NOTES


	
  REGISTERED

  	
   

  	
  $228,000,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12619D AA7

  



 


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 2007-A

5.26338%
CLASS A-1 ASSET BACKED NOTES


CNH Equipment Trust 2007-A, 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 TWENTY EIGHT MILLION DOLLARS ($228,000,000),
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-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 April 4,
2008 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.



 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.



 2
 









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


	
  Dated: 
  March  , 2007

  	
   

  
	
   

  	
   

  
	
  

  	
  CNH EQUIPMENT TRUST 2007-A

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
   

  	
  not in its individual capacity but

  
	
   

  	
   

  	
  solely as Trustee under the

  
	
   

  	
   

  	
  Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 



 3
 









TRUSTEE’S CERTIFICATE OF AUTHENTICATION


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


	
  Dated: March    , 2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A.

  
	
   

  	
   

  	
  not in its individual capacity but solely

  
	
   

  	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Signatory

  



 



 4
 









[REVERSE OF NOTE]


This Note is one of a duly authorized issue of Notes
of the Issuing Entity, designated as its 5.26338% Class A-1 Asset Backed Notes (herein called the “A-1 Notes” or the “Notes”), all
issued under an Indenture dated as of March 1, 2007 (such Indenture, as
supplemented or amended, is herein called the “Indenture”)
between the Issuing Entity and The Bank of New York 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 



 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 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.



 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.



 7















EXHIBIT A-2

to Indenture


FORM
OF A-2 NOTES


	
  REGISTERED

  	
   

  	
  $311,000,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12619D AB5

  



 


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 2007-A

5.13% CLASS A-2 ASSET BACKED NOTES


CNH Equipment Trust 2007-A, a statutory trust
organized and existing under the laws of the State of Delaware (including any
successor, the “Issuing Entity”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of THREE HUNDRED ELEVEN MILLION DOLLARS ($311,000,000), 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 October 15,
2009 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.



 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.



 2
 









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


	
  Dated: March    , 2007

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CNH EQUIPMENT TRUST 2007-A

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
   

  	
  not in its individual capacity

  
	
   

  	
   

  	
  but solely as Trustee under

  
	
   

  	
   

  	
  the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 



 3
 









TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


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


	
  Dated: March , 2007

  
	
   

  
	
   

  	
  THE BANK OF NEW YORK TRUST 

  
	
   

  	
  COMPANY, N.A.

  
	
   

  	
  not in its individual capacity but

  
	
   

  	
  solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 



 4
 









[REVERSE OF NOTE]


This Note is one of a duly authorized issue of Notes
of the Issuing Entity, designated as its 5.13% Class A-2 Asset Backed
Notes (herein called the “A-2 Notes” or
the “Notes”), all issued under an Indenture
dated as of March 1, 2007 (such Indenture, as supplemented or amended, is
herein called the “Indenture”)
between the Issuing Entity and The Bank of New York 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, reorganization or arrangement, insolvency or liquidation
proceedings under any United States 



 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 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.



 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.


 



 7














EXHIBIT A-3

to Indenture


FORM
OF A-3 NOTES


	
  REGISTERED

  	
  $270,000,000(1)

  
	
  No. R-1

  	
  CUSIP NO. 12619D AC3

  



 


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 2007-A

4.99% CLASS A-3 ASSET BACKED NOTES


CNH Equipment Trust 2007-A, 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 SEVENTY MILLION DOLLARS ($270,000,000) 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 October 15, 2010 Payment Date and the Redemption Date, if
any, pursuant to Section 10.1(a)
of the Indenture. Except as provided in Section 5.4
of the Indenture, no payments of principal of the Notes will be made until the
principal of the A-1 Notes and the A-2 Notes has been paid in full.  The Issuing Entity will pay interest on this
Note at the A-3 Note Rate, on each Payment Date until the principal of this
Note is paid or made available for payment, on the principal amount of this
Note outstanding on the preceding Payment Date (after giving effect to all
payments of principal made on the preceding Payment Date), subject to certain
limitations contained in Section 3.1
of the Indenture.  Interest on this Note
will accrue for each Payment Date from the most recent Payment Date on which
interest has been paid to but excluding the then current Payment Date or, if no
interest has yet been paid, from the date hereof.  Interest will be computed on the basis of a
360-day year consisting of twelve 30-day months.  Such principal of and interest on this Note
shall be paid in the manner specified in the Indenture. 






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



 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.



 2
 








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


Dated: 
March    , 2007


	
  

  	
  CNH EQUIPMENT TRUST 2007-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
   

  	
  not in its individual capacity

  
	
   

  	
   

  	
  but solely as Trustee

  
	
   

  	
   

  	
  under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  	
   

  



 



 3
 








TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


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


Dated:  March    
, 2007


	
   

  	
  THE BANK OF NEW YORK TRUST

  
	
   

  	
  COMPANY, N.A.,

  
	
   

  	
  not in its individual capacity but solely

  
	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 



 4
 








[REVERSE OF NOTE]


This Note is one of a duly authorized issue of the
Issuing Entity, designated as its 4.99% Class A-3 Asset Backed Notes
(herein called the “A-3 Notes” or
the “Notes”), all issued under an Indenture
dated as of March 1, 2007 (such Indenture, as supplemented or amended, is
herein called the “Indenture”)
between the Issuing Entity and The Bank of New York 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, reorganization or arrangement, insolvency or liquidation
proceedings under any United States 



 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 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.



 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.



 7














EXHIBIT A-4

to Indenture


FORM
OF A-4 NOTES


	
  REGISTERED

  	
  $358,000,000(1)

  
	
  No. R-1

  	
  CUSIP NO. 12619D AD1

  



 


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 2007-A

FLOATING RATE CLASS A-4 ASSET BACKED NOTES


CNH Equipment Trust 2007-A, a statutory trust
organized and existing under the laws of the State of Delaware (including any
successor, the “Issuing Entity”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of THREE HUNDRED FIFTY EIGHT MILLION DOLLARS ($358,000,000),
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-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 September
17, 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, 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 and the actual number of days 






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



 1
 








in the applicable Interest Period.  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.



 2
 








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


Dated:  March   
, 2007


	
  

  	
  CNH EQUIPMENT TRUST 2007-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
   

  	
  not in its individual capacity

  
	
   

  	
   

  	
  but solely as Trustee

  
	
   

  	
   

  	
  under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 



 3
 








TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


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


Dated:  March   
, 2007


	
   

  	
  THE BANK OF NEW YORK TRUST 

  
	
   

  	
  COMPANY, N.A.,

  
	
   

  	
  not in its individual capacity but solely

  
	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 



 4
 








[REVERSE OF NOTE]


This Note is one of a duly authorized issue of the
Issuing Entity, designated as its Floating Rate Class A-4 Asset Backed
Notes (herein called the “A-4 Notes” or
the “Notes”), all issued under an Indenture
dated as of March 1, 2007 (such Indenture, as supplemented or amended, is
herein called the “Indenture”)
between the Issuing Entity and The Bank of New York 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, reorganization or arrangement, insolvency or liquidation
proceedings under any United States 



 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 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.



 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.



 7














EXHIBIT A-5

to Indenture


FORM
OF CLASS B NOTES


	
  REGISTERED

  	
  $33,000,000(1)

  
	
  No. R-1

  	
  CUSIP NO. 12619D AE9

  



 


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 2007-A

5.09% CLASS B ASSET BACKED NOTES


CNH Equipment Trust 2007-A, 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 THIRTY THREE MILLION DOLLARS ($33,000,000), 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
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 June 16,
2014 Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the
Indenture.  No payments of principal of
the Notes will be made on any Payment Date until the A-1 Notes, the A-2 Notes,
the A-3 Notes and the A-4 Notes have been paid in full.  The Issuing Entity will pay interest on this
Note at the rate per annum shown above, on each Payment Date until the
principal of this Note is paid or made available for payment, on the principal
amount of this Note outstanding on the preceding Payment Date (after giving
effect to all payments of principal made on the preceding Payment Date),
subject to certain limitations contained in Section 3.1
of the Indenture.  Interest on this Note
will accrue for each Payment Date from the most recent Payment Date on which
interest has been paid to but excluding the then current Payment Date or, if no
interest has yet been paid, from the date hereof.  Interest will be computed on the basis of a
360-day year consisting of twelve 30-day months.  Such principal of and interest on this Note
shall be paid in the manner specified in the Indenture.






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



 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.



 2
 








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


Dated:  March   
, 2007


	
  

  	
  CNH EQUIPMENT TRUST 2007-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
   

  	
  not in its individual capacity

  
	
   

  	
   

  	
  but solely as Trustee

  
	
   

  	
   

  	
  under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 



 3
 








TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


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


Dated:  March   
, 2007


	
   

  	
  THE BANK OF NEW YORK TRUST 

  
	
   

  	
  COMPANY, N.A.,

  
	
   

  	
  not in its individual capacity but solely

  
	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 



 4
 








[REVERSE OF NOTE]


This Note is one of a duly authorized issue of Notes
of the Issuing Entity, designated as its 5.09% Class B Asset Backed Notes
(herein called the “Class B Notes”
or the “Notes”), all issued under an Indenture
dated as of March 1, 2007 (such Indenture, as supplemented or amended, is
herein called the “Indenture”)
between the Issuing Entity and The Bank of New York 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
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 



 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 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.



 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.



 7














EXHIBIT B

to Indenture


FORM
OF SECTION 3.9 OFFICER’S CERTIFICATE


The
Bank of New York Trust Company, N.A.

2 North LaSalle Street, Suite 1020


Chicago,
Illinois 60602


Pursuant to Section 3.9 of the Indenture, dated
as of March 1, 2007 (the “Indenture”)
between CNH Equipment Trust 2007-A (the “Issuing Entity”)
and The Bank of New York 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 2007-A

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 



 1














Schedule P


1.             General.  The Indenture creates, or with respect to the
Receivables that are Subsequent Receivables upon the transfer of such
Subsequent Receivables pursuant to the Subsequent Transfer Assignment will
create, a valid and continuing security interest (as defined in the applicable
UCC) in all of the Issuing Entity’s right, title and interest in, to and under
(i) the Receivables, (ii) the Liquidity Receivables Purchase
Agreement (only with respect to Owned Contracts), (iii) 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), and (iv) the
Interest Rate Swap 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 all steps necessary to perfect its security
interest in the property securing the Receivables.


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 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 (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 



 1
 








that they have pledged, assigned or otherwise conveyed
to any Person other than the Indenture Trustee. 
The Issuing Entity is not aware of any judgment, ERISA or tax lien
filings against it.


6.             Survival of
Perfection Representations. 
Notwithstanding any other provision of the Indenture or any other Basic
Document, the Perfection Representations contained in this Schedule P
shall be continuing, and remain in full force and effect.


7.             No Waiver.  The parties to the Indenture:  (i) shall not, without obtaining a
confirmation of the then-current rating of the Notes, waive 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 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 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 (other than effecting
a Filing (as defined below), unless such Filing is effected in accordance with
this paragraph) as may be necessary or advisable (including, without
limitation, such actions as are requested by 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
(based in reliance on the Opinion of Counsel hereinafter provided for) the
Servicer to file, all financing statements, amendments, continuations, initial
financing statements in lieu of a continuation statement, terminations, partial
terminations, releases or partial releases, or any other filings necessary or
advisable to continue, maintain and perfect the Indenture Trustee’s security
interest in the Receivables as a first-priority interest (each a “Filing”).  Servicer
shall present each such Filing to the Indenture Trustee together with
(x) an Opinion of Counsel to the effect that such Filing is
(i) consistent with grant of the security interest to the Indenture
Trustee pursuant to the Granting Clause of this Agreement,
(ii) satisfies all requirements and conditions to such Filing in this
Agreement and (iii) satisfies the requirements for a Filing of such type
under the Uniform Commercial Code in the applicable jurisdiction (or if the
Uniform Commercial Code does not apply, the applicable statute governing the perfection
of security interests), and (y) a form of authorization for the Indenture
Trustee’s signature.  Upon receipt of
such Opinion of Counsel and form of authorization, 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.  Notwithstanding anything else in the
Indenture to the contrary, the Servicer shall not have any authority to effect
a Filing without obtaining written authorization from the Issuing Entity in
accordance with this paragraph (c).



 2