Exhibit 4.2


 




 





CNH EQUIPMENT TRUST 2007-A


TRUST AGREEMENT


between


CNH CAPITAL RECEIVABLES LLC


and


Wilmington Trust Company,


as Trustee


Dated
as of March 1, 2007




 





 















TABLE OF CONTENTS


	
  ARTICLE I

  	
  Definitions

  	
  1

  
	
  Section 1.1

  	
  Definitions

  	
  1

  
	
  Section 1.2

  	
  Other
  Definitional Provisions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  Organization

  	
  2

  
	
  Section 2.1

  	
  Name

  	
  2

  
	
  Section 2.2

  	
  Office

  	
  2

  
	
  Section 2.3

  	
  Purposes and
  Powers

  	
  2

  
	
  Section 2.4

  	
  Appointment of
  Trustee

  	
  3

  
	
  Section 2.5

  	
  Initial Capital
  Contribution of Trust Estate

  	
  3

  
	
  Section 2.6

  	
  Declaration of
  Trust

  	
  3

  
	
  Section 2.7

  	
  Liability of the
  Certificateholders

  	
  3

  
	
  Section 2.8

  	
  Title to Trust
  Property

  	
  3

  
	
  Section 2.9

  	
  Situs of Trust

  	
  4

  
	
  Section 2.10

  	
  Representations
  and Warranties of the Depositor

  	
  4

  
	
  Section 2.11

  	
  Federal Income
  Tax Allocations; Tax Treatment

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  Trust Certificates and Transfer of Interests

  	
  5

  
	
  Section 3.1

  	
  Initial
  Ownership

  	
  5

  
	
  Section 3.2

  	
  The Trust
  Certificates

  	
  5

  
	
  Section 3.3

  	
  Authentication
  of Trust Certificates

  	
  5

  
	
  Section 3.4 

  	
  Registration of
  Transfer and Exchange of Trust Certificates

  	
  5

  
	
  Section 3.5 

  	
  Mutilated,
  Destroyed, Lost or Stolen Trust Certificates

  	
  7

  
	
  Section 3.6

  	
  Persons Deemed
  Certificateholders

  	
  8

  
	
  Section 3.7 

  	
  Access to List
  of Certificateholders’ Names and Addresses

  	
  8

  
	
  Section 3.8

  	
  Maintenance of
  Office or Agency

  	
  8

  
	
  Section 3.9

  	
  Appointment of
  Paying Agent

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  Actions by Trustee

  	
  9

  
	
  Section 4.1 

  	
  Prior Notice to
  Certificateholders with Respect to Certain Matters

  	
  9

  
	
  Section 4.2 

  	
  Action by
  Certificateholders with Respect to Certain Matters

  	
  10

  
	
  Section 4.3 

  	
  Action by
  Certificateholders with Respect to Bankruptcy

  	
  10

  
	
  Section 4.4

  	
  Restrictions on
  Certificateholders’ Power

  	
  10

  
	
  Section 4.5

  	
  Majority Control

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  Application of Trust Funds; Certain Duties

  	
  10

  
	
  Section 5.1

  	
  Establishment of
  Trust Account

  	
  10

  
	
  Section 5.2

  	
  Applications of
  Trust Funds

  	
  11

  



 



 i
 








 


	
  Section 5.3

  	
  Method of
  Payment

  	
  12

  
	
  Section 5.4

  	
  No Segregation
  of Monies; No Interest

  	
  12

  
	
  Section 5.5 

  	
  Accounting and
  Reports to the Noteholders, Certificateholders, the  Internal Revenue Service and Others

  	
  12

  
	
  Section 5.6

  	
  Signature on
  Returns; Tax Matters Partner

  	
  12

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  Authority and Duties of Trustee

  	
  13

  
	
  Section 6.1

  	
  General
  Authority

  	
  13

  
	
  Section 6.2

  	
  General Duties

  	
  13

  
	
  Section 6.3

  	
  Action upon
  Instruction

  	
  13

  
	
  Section 6.4

  	
  No Duties Except
  as Specified in this Agreement or in Instructions

  	
  14

  
	
  Section 6.5 

  	
  No Action Except
  Under Specified Documents or Instructions

  	
  14

  
	
  Section 6.6

  	
  Restrictions

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  Concerning the Trustee

  	
  15

  
	
  Section 7.1

  	
  Acceptance of
  Trusts and Duties

  	
  15

  
	
  Section 7.2

  	
  Furnishing of
  Documents

  	
  16

  
	
  Section 7.3

  	
  Representations
  and Warranties

  	
  16

  
	
  Section 7.4

  	
  Information to
  Be Provided by the Trustee

  	
  17

  
	
  Section 7.5

  	
  Reliance; Advice
  of Counsel

  	
  17

  
	
  Section 7.6

  	
  Not Acting in
  Individual Capacity

  	
  18

  
	
  Section 7.7 

  	
  Trustee Not
  Liable for Trust Certificates or Receivables

  	
  18

  
	
  Section 7.8

  	
  Trustee May Not
  Own Notes

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  Compensation of Trustee

  	
  18

  
	
  Section 8.1

  	
  Trustee’s Fees
  and Expenses

  	
  18

  
	
  Section 8.2

  	
  Indemnification

  	
  19

  
	
  Section 8.3

  	
  Payments to the
  Trustee

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  Termination of Trust Agreement

  	
  19

  
	
  Section 9.1

  	
  Termination of
  Trust Agreement

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  Successor Trustees and Additional Trustees

  	
  20

  
	
  Section 10.1

  	
  Eligibility
  Requirements for Trustee

  	
  20

  
	
  Section 10.2

  	
  Resignation or
  Removal of Trustee

  	
  20

  
	
  Section 10.3

  	
  Successor
  Trustee

  	
  21

  
	
  Section 10.4

  	
  Merger or
  Consolidation of Trustee

  	
  22

  
	
  Section 10.5

  	
  Appointment of
  Co-Trustee or Separate Trustee

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  Miscellaneous

  	
  23

  
	
  Section 11.1

  	
  Supplements and
  Amendments

  	
  23

  
	
  Section 11.2 

  	
  No Legal Title
  to Trust Estate in Certificateholders

  	
  24

  



 



 ii
 








 


	
  Section 11.3

  	
  Limitations on
  Rights of Others

  	
  25

  
	
  Section 11.4

  	
  Notices

  	
  25

  
	
  Section 11.5

  	
  Severability

  	
  25

  
	
  Section 11.6

  	
  Separate
  Counterparts

  	
  25

  
	
  Section 11.7

  	
  Successors and
  Assigns

  	
  25

  
	
  Section 11.8

  	
  Covenants of the
  Depositor

  	
  26

  
	
  Section 11.9

  	
  No Petition

  	
  26

  
	
  Section 11.10

  	
  No Recourse

  	
  26

  
	
  Section 11.11

  	
  Headings

  	
  26

  
	
  Section 11.12

  	
  Governing Law

  	
  26

  
	
  Section 11.13

  	
  Administrator

  	
  26

  



 



 iii
 








EXHIBITS


EXHIBIT A                   Form of Trust Certificate

EXHIBIT B                    Form of
Certificate of Trust



 iv















TRUST AGREEMENT (as amended or
supplemented from time to time, this “Agreement”)
dated as of March 1, 2007 between CNH CAPITAL RECEIVABLES LLC, a Delaware
limited liability company, as Depositor, and Wilmington Trust Company, a
Delaware banking corporation, as Trustee.


ARTICLE I

Definitions


SECTION
1.1         Definitions.  Capitalized terms used herein and not
otherwise defined herein are defined in Appendix A to the Indenture dated as of
the date hereof between CNH Equipment Trust 2007-A and The Bank of New York
Trust Company, N.A.


Section 1.2         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 or thereto, 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 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 and Exhibit references contained in this Agreement are
references to Sections 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

Organization


SECTION
2.1         Name. 
The Trust created hereby shall be known as “CNH Equipment Trust 2007-A”,
in which name the Trustee may conduct the business of the Trust, make and
execute contracts and other instruments on behalf of the Trust and sue and be
sued.


SECTION
2.2         Office.  The office of the Trust shall be in care of
the Trustee at the Corporate Trust Office or at such other address in Delaware
as the Trustee may designate by written notice to the Certificateholders and
the Depositor.


Section 2.3         Purposes
and Powers.  The purpose
of the Trust is, and the Trust shall have the power and authority to, engage in
the following activities:


(a)           to issue the Notes pursuant to the
Indenture and the Trust Certificates pursuant to this Agreement and to sell the
Notes and/or the Trust Certificates in one or more transactions;


(b)           with the proceeds of the sale of the
Notes and/or the Trust Certificates, to fund the Pre-Funding Account and to
purchase the Receivables pursuant to the Sale and Servicing Agreement;


(c)           to assign, Grant, transfer, pledge,
mortgage and convey the Trust Estate pursuant to the Indenture and to hold,
manage and distribute to the Certificateholders pursuant to the Sale and
Servicing Agreement any portion of the Trust Estate released from the Lien of,
and remitted to the Trust pursuant to, the Indenture;


(d)           to enter into and perform its
obligations under the Basic Documents to which it is to be a party;


(e)           to engage in those activities,
including entering into agreements, that are necessary, suitable or convenient
to accomplish the foregoing or are incidental thereto or connected therewith;
and


(f)            subject to compliance with the Basic
Documents, to engage in such other activities as may be required in connection
with conservation of the Trust Estate and the making of distributions to the
Certificateholders and the Noteholders.


The Trust shall not engage in any activity other than in connection
with the foregoing or other than as required or authorized by this Agreement or
the Basic Documents.  The Trust shall
have no power to hold any derivative financial instrument unless such
derivative financial instrument complies with the requirements of paragraph 40
of Statement of Financial Accounting Standards No. 140 issued by the Financial
Accounting Standards Board for “qualifying special purpose entities” (“FAS
140”), including any interpretations thereof or any successor standard issued
by the Financial Accounting Standards Board. 
The Trustee shall have no obligation to determine whether or not any
derivative financial instrument complies with FAS 140.



 2
 








Section 2.4         Appointment
of Trustee.  The Depositor
hereby appoints the Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein. 


Section 2.5         Initial
Capital Contribution of Trust Estate.  The Depositor hereby contributes to the
Trustee, as of the date hereof, the sum of $1.00. The Trustee hereby
acknowledges receipt in trust from the Depositor, as of the date hereof, of the
foregoing contribution, which shall constitute the initial Trust Estate and
shall be deposited in the Certificate Distribution Account. The Depositor shall
pay organizational expenses of the Trust as they may arise or shall, upon the
request of the Trustee, promptly reimburse the Trustee for any such expenses
paid by the Trustee.  The Depositor may
also take steps necessary, including the execution and filing of any necessary
filings, to ensure that the Trust is in compliance with any applicable State
securities law.


Section 2.6         Declaration
of Trust.  The Trustee
hereby declares that it will hold the Trust Estate in trust upon and subject to
the conditions set forth herein for the use and benefit of the
Certificateholders, subject to the obligations of the Trust under the Basic
Documents. It is the intention of the parties hereto that the Trust constitute
a statutory trust under the Trust Statute and that this Agreement constitute
the governing instrument of such statutory trust.  It is the intention of the parties hereto
that, solely for income and franchise tax purposes, until the Trust
Certificates are held by a Person other than the Depositor, the Trust be
disregarded as an entity separate from the Depositor and the Notes be treated
as debt of the Depositor.  At such time
that the Trust Certificates are held by more than one Person, it is the
intention of the parties hereto that, solely for income and franchise tax
purposes, the Trust be treated as a partnership, with the assets of the
partnership being the Receivables and other assets held by the Trust, the
partners of the partnership being the Certificateholders (including the
Depositor (or its successor in interest) in its capacity as recipient of
distributions from the Spread Account), and the Notes being debt of the
partnership.  The parties agree that,
unless otherwise required by appropriate tax authorities, until the Trust
Certificates are held by more than one Person the Trust will not file or cause
to be filed annual or other necessary returns, reports and other forms
consistent with the characterization of the Trust as an entity separate from
the Depositor (or other sole owner of the Trust Certificates). Effective as of
the date hereof, the Trustee shall have all rights, powers and duties set forth
herein and in the Trust Statute with respect to accomplishing the purposes of
the Trust. The Trustee shall file a Certificate of Trust on behalf of the Trust
with the Secretary of State pursuant to Section 3810 of the Trust Statute.


Section 2.7         Liability
of the Certificateholders. 
No Certificateholder shall have any personal liability for any liability
or obligation of the Trust. The Certificateholders shall be entitled to the
same limitation of personal liability extended to stockholders of corporations
under the Delaware General Corporation Law.


Section 2.8         Title to
Trust Property.  Subject
to the Lien granted in the Indenture, legal title to all the Trust Estate shall
be vested at all times in the Trust as a separate legal entity except where
applicable law in any jurisdiction requires title to any part of the Trust
Estate to be vested in a trustee or trustees, in which case title shall be
deemed to be vested in the Trustee, a co-trustee and/or a separate trustee, as the
case may be.



 3
 








Section 2.9         Situs of Trust. 
The Trust will be located and administered in the States of Delaware and
Pennsylvania.  All bank accounts
maintained by the Trustee on behalf of the Trust shall be located in the State
of Delaware or New York. The Trust shall not have any employees.  Payments will be received by the Trust only
in Delaware or New York and payments will be made by the Trust only from
Delaware or New York.


Section 2.10       Representations and
Warranties of the Depositor. 
The Depositor hereby represents and warrants to the Trustee that:


(a)           The Depositor is duly organized and
validly existing as a limited liability company in good standing under the laws
of the State of Delaware, with power and authority to own its properties and to
conduct its business as such properties are currently owned and such business
is presently conducted.


(b)           The Depositor is duly qualified to do
business as a foreign limited liability company in good standing, and has
obtained all necessary licenses and approvals, in all jurisdictions in which
the ownership or lease of property or the conduct of its business shall require
such qualifications.


(c)           The Depositor has the power and
authority to execute and deliver this Agreement and to carry out its terms; the
Depositor has full power and authority to sell and assign the property to be
sold and assigned to and deposited with the Trust and the Depositor has duly
authorized such sale and assignment and deposit to the Trust by all necessary
limited liability company action; and the execution, delivery and performance
of this Agreement have been duly authorized by the Depositor by all necessary
limited liability company action.


(d)           The consummation of the transactions
contemplated by this Agreement 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
certificate of formation, limited liability company agreement or by-laws of the
Depositor, or any indenture, agreement or other instrument to which the
Depositor is a party or by which it is bound; or result in the creation or
imposition of any Lien upon any of its properties pursuant to the terms of any
such indenture, agreement or other instrument (other than pursuant to the Basic
Documents); or violate any law or, to the best of the Depositor’s knowledge,
any order, rule or regulation applicable to the Depositor of any court or of
any federal or State regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Depositor or its
properties.


(e)           The Depositor has duly executed and
delivered this Agreement, and this Agreement constitutes a legal, valid and
binding obligation of the Depositor, enforceable in accordance with its terms,
except as enforceability may be subject to or limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement of
creditors’ rights generally and by general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law).



 4
 








Section 2.11       Federal Income Tax
Allocations; Tax Treatment. 
If the Trust Certificates are held by more than one Person, this
Agreement shall be amended to include such provisions as are required or
appropriate under Subchapter K of the Code in order for the Trust to be treated
as a partnership whose partners are the beneficial owners of the Trust
Certificates and the Depositor (or other holders of interests in the Spread
Account).


ARTICLE
III

Trust Certificates and Transfer of Interests


Section 3.1         Initial
Ownership.  Upon the
formation of the Trust by the contribution by the Depositor pursuant to Section 2.5, and until the issuance of the
Trust Certificates, the Depositor shall be the sole beneficiary of the Trust;
and upon the issuance of the Trust Certificates, the Depositor will no longer
be a beneficiary of the Trust, except to the extent that the Depositor is a
Certificateholder.


Section 3.2         The Trust
Certificates.  The Trust
Certificates shall be substantially in the form of Exhibit A hereto and shall
be executed on behalf of the Trust by manual or facsimile signature of an
authorized officer of the Trustee.  Trust
Certificates bearing the manual or facsimile signatures of individuals who
were, at the time when such signatures shall have been affixed, authorized to
sign on behalf of the Trust, shall be, when authenticated pursuant to Section 3.3, validly issued and entitled
to the benefits of this Agreement, notwithstanding that such individuals or any
of them shall have ceased to be so authorized prior to the authentication and
delivery of such Trust Certificates or did not hold such offices at the date of
authentication and delivery of such Trust Certificates.  It is the intention of the parties hereto
that, upon issuance of the Trust Certificates and payment therefor by the
Certificateholders, the Trust Certificates shall be deemed fully-paid and
non-assessable beneficial interests in the Trust.


Section 3.3         Authentication
of Trust Certificates. 
Concurrently with the sale of the Receivables to the Trust pursuant to
the Sale and Servicing Agreement, the Trustee shall cause the Trust Certificate
evidencing the 100% beneficial interest in the Trust to be executed on behalf
of the Trust, authenticated and delivered to or upon the written order of the
Depositor, signed by its chairman of the board, its president, any vice
president or any treasurer, without further action by the Depositor.  No Trust Certificate shall entitle its holder
to any benefit under this Agreement, or shall be valid for any purpose, unless
there shall appear on such Trust Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed by the Trustee by
the manual signature of one of its authorized signatories; such certificate of
authentication shall constitute conclusive evidence, and the only evidence,
that such Trust Certificate shall have been duly authenticated and delivered
hereunder. All Trust Certificates shall be dated the date of their
authentication.  No further Trust
Certificates shall be issued except pursuant to Section 3.4 or 3.5 hereunder.


Section 3.4         Registration
of Transfer and Exchange of Trust Certificates.  The Trust shall keep or cause to be kept, at
the office or agency maintained pursuant to Section
3.8, a register (the “Certificate
Register”) in which, subject to such reasonable regulations as it
may prescribe, the Trust shall provide for the registration of Trust Certificates
and of transfers and exchanges of Trust Certificates.  The Paying Agent shall be the  “Certificate
Registrar” for the purpose of registering Trust Certificates and the
transfers of Trust Certificates as herein 



 5
 








provided.  Upon
any resignation of any Certificate Registrar, the Depositor shall promptly
appoint a successor or, if it elects not to make such an appointment, assume
the duties of the Certificate Registrar. 
The initial Trust Certificate shall be registered in the name of “CNH Capital Receivables LLC” as the
initial registered owner thereof.


Upon surrender for registration of transfer of any Trust Certificate at
the office or agency maintained pursuant to Section
3.8, the Trustee shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Trust
Certificates evidencing such transferee’s beneficial interest in the Trust,
which Trust Certificates will be issued in amounts equal, in the aggregate, to
the percentage of beneficial interest in the Trust transferred by such
transferor.


At the option of a Certificateholder, upon surrender of the Trust
Certificates to be exchanged at the office or agency maintained pursuant to Section 3.8, a Trust Certificate may be
exchanged for a new Trust Certificate evidencing the same percentage of
beneficial interest in the Trust as the Trust Certificate so exchanged.  Whenever any Trust Certificates are so
surrendered for exchange, the Trustee shall execute, authenticate and deliver
the Trust Certificates that the Certificateholder making the exchange is
entitled to receive.


All Trust Certificates issued upon any registration of transfer or
exchange of Trust Certificates shall be entitled to the same benefits under
this Agreement as the Trust Certificates surrendered upon such registration of
transfer or exchange.


Every Trust Certificate 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 Trustee and the Certificate
Registrar duly executed by, the Certificateholder thereof or his attorney duly
authorized in writing. No transfer of a Trust Certificate shall be registered
unless the transferee shall have provided (i) an opinion of counsel that no registration
is required under the Securities Act of 1933, as amended, or applicable State
laws, and (ii) if the transferee is the Seller or an Officiate of the Seller,
an Officer’s Certificate as to compliance with Section
6.6 of the Sale and Servicing Agreement.  Each Trust Certificate surrendered for
registration of transfer or exchange shall be canceled and subsequently
disposed of by the Trustee in accordance with its customary practice.


No service charge shall be made to a Certificateholder for any registration
of transfer or exchange of Trust Certificates, but the Trustee or the
Certificate Registrar 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 Trust Certificates.


The Trust Certificates and any beneficial interest in such Trust
Certificates may not be acquired by: (a) an employee benefit plan (as defined
in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA,
(b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose
underlying assets include plan assets of any of the foregoing (each a “Benefit Plan”). By accepting and holding a
Trust Certificate or an interest therein, the Certificateholder thereof shall
be deemed to have represented and warranted that it is not a Benefit Plan. The
Trustee shall have no obligation to determine whether or not a
Certificateholder of a Trust Certificate is or is not a Benefit Plan.



 6
 








Notwithstanding any other provision of this Agreement, no transfer of a
Trust Certificate or beneficial interest therein shall be allowed, and any such
purported transfer shall be void ab initio,
if such transfer would cause the Trust to have more than 100 partners within
the meaning of Treasury Regulation section 1.7704-1(h)(1).  For purposes of determining the number of
partners in the Trust under Treasury Regulation section 1.7704-1(h)(1), a
person owning an interest in a partnership, grantor trust, or S corporation (a
“flow-through entity”) that owns,
directly or through other flow-through entities, an interest in the Trust, will
be treated as a partner in the Trust if more than 50 percent of the value of
such person’s interest in the flow-through entity is attributable to the flow-through
entity’s interest (direct or indirect) in the Trust.


No transfer (or purported transfer) of a Trust Certificate (or any
beneficial interest therein), whether to another Certificateholder or to a
person who is not a Certificateholder, shall be effective, and any such
transfer (or purported transfer) shall be void ab
initio, and no person shall otherwise become a Certificateholder,
and none of the Trust, the Trustee, the Certificate Registrar or any of the
Certificateholders will recognize such transfer (or purported transfer), unless
the transferee has first represented and warranted in writing to the Trust
that:


(A)          it is acquiring the
Trust Certificate for its own account and is the sole beneficial owner of such
Trust Certificate;


(B)           the transfer is not
being effected on or through (x) an “established securities market” within the
meaning of Section 7704(a)(1) of the Code, including without limitation, an
over-the-counter market or an interdealer quotation system that regularly
disseminates firm buy or sell quotations or (y) a “secondary market (or the
substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of
the Code and any proposed, temporary or final Treasury Regulations thereunder;
and


(C)           such transfer will
not cause the Trust to be classified as a publicly traded partnership for U.S.
federal income tax purposes, and such purchaser or transferee will not take any
action, including any subsequent disposition of such Trust Certificate (or any
beneficial interest therein), that would cause the Trust to be treated as a
publicly traded partnership for U.S. federal income tax purposes.


Section 3.5         Mutilated,
Destroyed, Lost or Stolen Trust Certificates.  If: (a) any mutilated Trust Certificate shall
be surrendered to the Certificate Registrar, or if the Certificate Registrar
shall receive evidence to its satisfaction of the destruction, loss or theft of
any Trust Certificate (provided, that the Trustee shall not be required to
verify the evidence provided to it), and (b) there shall be delivered to the
Certificate Registrar and the Trustee such security or indemnity as may be
required by them to hold each of them harmless, then, in the absence of notice
that such Trust Certificate shall have been acquired by a bona fide purchaser,
and provided that the requirements of Section 8-405 of the UCC are met, the
Trustee on behalf of the Trust shall execute, authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust
Certificate, a replacement Trust Certificate evidencing the same percentage of
beneficial interest in the Trust as the Trust Certificate so mutilated,
destroyed, lost or stolen.



 7
 








In connection with the issuance of any replacement Trust Certificate
under this Section, the Trustee and the Certificate Registrar may require the
payment by the Certificateholder of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.


Any replacement Trust Certificate issued pursuant to this Section in
replacement of any mutilated, destroyed, lost or stolen Trust Certificate shall
constitute conclusive evidence of ownership in the Trust, as if originally
issued, whether or not the mutilated, lost, stolen or destroyed Trust
Certificate shall be found at any time, and shall be entitled to all the
benefits of this Agreement.


Section 3.6         Persons
Deemed Certificateholders. 
Prior to due presentation of a Trust Certificate for registration of
transfer of any Trust Certificate, the Trustee or the Certificate Registrar may
treat the Person in whose name any Trust Certificate shall be registered in the
Certificate Register (as of the day of determination) as the owner of such
Trust Certificate for the purpose of receiving distributions pursuant to Section 5.2 and for all other purposes
whatsoever, and neither the Trustee nor the Certificate Registrar shall be
bound by any notice to the contrary.


Section 3.7         Access to
List of Certificateholders’ Names and Addresses.  The Trustee shall furnish or cause to be furnished
to the Servicer and the Depositor, within 15 days after receipt by the Trustee
of a request therefor from the Servicer or the Depositor in writing, a list, in
such form as the Servicer or the Depositor may reasonably require, of the names
and addresses of the Certificateholders as of the most recent Record Date. If
three or more Certificateholders evidencing in the aggregate not less than 25%
of the beneficial interest in the Trust apply in writing to the Trustee, and
such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Trust Certificates and such application shall be accompanied by a copy of
the communication that such applicants propose to transmit, then the Trustee
shall, within five Business Days after the receipt of such application, afford
such applicants access during normal business hours to the current list of
Certificateholders. Each Certificateholder, by receiving and holding a Trust Certificate,
shall be deemed to have agreed not to hold any of the Depositor, the
Certificate Registrar or the Trustee accountable by reason of the disclosure of
its name and address, regardless of the source from which such information was
derived.


Section 3.8         Maintenance
of Office or Agency.  The
Trustee shall maintain an office or offices or agency or agencies where Trust
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Trustee in respect of the Trust
Certificates and the Basic Documents may be served.  The Trustee initially designates its
Corporate Trust Office as its principal corporate trust office for such
purposes.  The Trustee shall give prompt
written notice to the Depositor and to the Certificateholders of any change in
the location of the Certificate Register or any such office or agency.


Section 3.9         Appointment
of Paying Agent.  The
Paying Agent shall make distributions to Certificateholders from the
Certificate Distribution Account pursuant to Section
5.2 and shall report the amounts of such distributions to the
Trustee. Any Paying Agent shall have the revocable power to withdraw funds from
the Certificate Distribution Account for the purpose of making the
distributions referred to above. The Trustee may revoke such power and 



 8
 








remove the Paying Agent if the Trustee determines in
its sole discretion that the Paying Agent shall have failed to perform its
obligations under this Agreement in any material respect.  The Paying Agent shall initially be the
Trustee, and any co-paying agent chosen by and acceptable to the Trustee.  The Paying Agent shall be permitted to resign
as Paying Agent upon 30 days’ written notice to the Trustee. In the event that
the Trustee shall not be the Paying Agent, the Trustee shall appoint a
successor to act as Paying Agent (which shall be a bank or trust company).  The Trustee shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Trustee to execute and
deliver to the Trustee an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Trustee that as Paying Agent, such
successor Paying Agent or additional Paying Agent will hold all sums, if any,
held by it for payment to the Certificateholders in trust for the benefit of
the Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders.  The Paying Agent
shall return all unclaimed funds to the Trustee and upon removal of a Paying
Agent such Paying Agent shall also return all funds in its possession to the
Trustee.  The provisions of Sections 7.1, 7.3, 7.4 and 8.1 shall apply to the Trustee also in its
role as Paying Agent, for so long as the Trustee shall act as Paying Agent and,
to the extent applicable, to any other paying agent appointed hereunder. Any
reference in this Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.


ARTICLE
IV

Actions by Trustee


Section 4.1         Prior
Notice to Certificateholders with Respect to Certain Matters.  With respect to the following matters, the
Trustee shall not take action unless, at least 30 days before the taking of
such action, the Trustee shall have notified the Certificateholders in writing
of the proposed action and the Certificateholders shall not have notified the
Trustee in writing prior to the 30th day after such notice is given that such
Certificateholders have withheld consent or shall not have provided alternative
direction:


(a)           the initiation of any claim or lawsuit
by the Trust (except claims or lawsuits brought in connection with the
collection of the Receivables) and the compromise of any action, claim or
lawsuit brought by or against the Trust (except with respect to the
aforementioned claims or lawsuits for collection of Receivables);


(b)           the election by the Trust to file an
amendment to the Certificate of Trust;


(c)           the amendment of the Indenture in
circumstances where the consent of any Noteholder is required;


(d)           the amendment of the Indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interest of the Certificateholders;


(e)           the amendment, change or modification
of the Administration Agreement, except to cure any ambiguity or to amend or
supplement any provision in a manner, or add any provision, that would not
materially adversely affect the interests of the Certificateholders; or



 9
 








(f)            the appointment pursuant to the
Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee, or
pursuant to this Agreement of a successor Certificate Registrar, or the consent
to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or
Certificate Registrar of its obligations under the Indenture or this Agreement,
as applicable.


Section 4.2         Action by
Certificateholders with Respect to Certain Matters.  The Trustee shall not have the power, except
upon the direction of the Certificateholders, to: (a) remove the
Administrator under the Administration Agreement, (b) appoint a successor
Administrator, (c) remove the Servicer under the Sale and Servicing
Agreement; or (d) except as expressly provided in the Basic Documents,
sell the Receivables after the termination of the Indenture. The Trustee shall
take the actions referred to in the preceding sentence only upon written
instructions signed by the Certificateholders.


Section 4.3         Action by
Certificateholders with Respect to Bankruptcy.  The Trustee shall not have the power to
commence a voluntary proceeding in bankruptcy relating to the Trust until one
year and one day after the Outstanding Amount of all the Notes has been reduced
to zero and without the unanimous prior approval of all Certificateholders and
the delivery to the Trustee by each such Certificateholder of a certificate
certifying that such Certificateholder reasonably believes that the Trust is
insolvent.


Section 4.4         Restrictions
on Certificateholders’ Power. 
The Certificateholders shall not direct the Trustee to take or refrain
from taking any action if such action or inaction would be contrary to any
obligation of the Trust or the Trustee under this Agreement or any of the Basic
Documents or would be contrary to Section
2.3, nor shall the Trustee be obligated to follow any such
direction, if given.


Section 4.5         Majority
Control.  Except as
expressly provided herein, any action that may be taken by the
Certificateholders under this Agreement may be taken by the Certificateholders
holding in the aggregate more than 50% of the beneficial interest in the Trust
at the time of such action. Except as expressly provided herein, any written
notice of the Certificateholders delivered pursuant to this Agreement shall be
effective if signed by Certificateholders holding in the aggregate more than
50% of the beneficial interest in the Trust at the time of such action.


ARTICLE V

Application of Trust Funds; Certain Duties


Section 5.1         Establishment
of Trust Account.  The
Trustee, for the benefit of the Certificateholders, shall establish and
maintain in the name of the Trust an Eligible Deposit Account (the “Certificate Distribution Account”),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Certificateholders. 



The Trust shall possess all right, title and interest in all funds on
deposit from time to time in the Certificate Distribution Account and in all
proceeds thereof. Except as otherwise expressly provided herein, the
Certificate Distribution Account shall be under the sole dominion and control
of the Trustee for the benefit of the Certificateholders.  If, at any time, the Certificate 



 10
 








Distribution Account ceases to be an Eligible Deposit
Account, the Trustee (or the Depositor on behalf of the Trustee, if the
Certificate Distribution Account is not then held by the Trustee or an
affiliate thereof) shall, within 10 Business Days (or such longer period, not
to exceed 30 calendar days, as to which the Rating Agency Condition shall be
satisfied), establish a new Certificate Distribution Account as an Eligible Deposit
Account and shall transfer any cash and/or any investments to such new
Certificate Distribution Account.


Section 5.2         Applications
of Trust Funds.  (a) On
each Payment Date, the Trustee will distribute to Certificateholders, on a pro
rata basis, amounts deposited in the Certificate Distribution Account pursuant
to Section 5.6 of the Sale and
Servicing Agreement.


(b)           On each Payment
Date, the Trustee shall send to each Certificateholder the statement provided
to the Trustee by the Servicer pursuant to Section
5.11 of the Sale and Servicing Agreement.


(c)           In the event that
any withholding tax is imposed on the Trust’s payment (or allocations of
income) to a Certificateholder, such tax shall reduce the amount otherwise
distributable to the Certificateholder in accordance with this Section.  The Trustee is hereby authorized and directed
to retain from amounts otherwise distributable to the Certificateholders
sufficient funds for the payment of any tax that is legally owed by the Trust
(but such authorization shall not prevent the Trustee from contesting any such
tax in appropriate proceedings, and withholding payment of such tax, if
permitted by law, pending the outcome of such proceedings).  The amount of any withholding tax imposed
with respect to a Certificateholder shall be treated as cash distributed to
such Certificateholder at the time it is withheld by the Trust. If there is a
possibility that withholding tax is payable with respect to a distribution
(such as a distribution to a non-U.S. Certificateholder), the Trustee may, in
its sole discretion, withhold such amounts in accordance with this paragraph
(c).  Notwithstanding any other provision
of this Agreement, the Trust shall withhold and pay over to the Internal
Revenue Service, pursuant to Sections 1441, 1442 and 1446 of the Code (or any
successor provisions or any other provision as may be enacted into law), at
such times as required by such provisions, such amounts as the Trust is
required to withhold under such provision on account of any foreign Certificateholder’s
distributive share of income of the Trust, as if the entire amount of such
foreign Certificateholder’s distributive share of such income is subject to
withholding tax pursuant to such provisions. 
To the extent that a foreign Certificateholder claims to be entitled to
a reduced rate of, or exemption from, U.S. withholding tax pursuant to an
applicable income tax treaty, or otherwise, such foreign Certificateholder
shall furnish the Depositor and the Trustee with such information and forms as
it may require and are necessary to comply with the regulations governing the
obligations of withholding tax agents. 
Each foreign Certificateholder represents and warrants that any such
information and form furnished by it shall be true and accurate and agrees to
indemnify the Trust and each of the other Certificateholders from any and all
damages, costs and expenses resulting from the filing of inaccurate or
incomplete information or forms relating to such withholding taxes.  In the event that a Certificateholder wishes
to apply for a refund of any such withholding tax, the Trustee shall reasonably
cooperate with such Certificateholder in making such claim so long as such
Certificateholder agrees to reimburse the Trustee for any out-of-pocket expenses
incurred.



 11
 








Section 5.3         Method of
Payment.  Subject to
Section 9.1(c), distributions required to be made to Certificateholders on any
Payment Date shall be made to each Certificateholder of record on the preceding
Record Date either by wire transfer, in immediately available funds, to the
account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided to the
Certificate Registrar appropriate written instructions at least five Business
Days prior to such Payment Date and such Certificateholder’s Trust Certificates
aggregate not less than $1,000,000, or, if not, by check mailed to such
Certificateholder at the address of such Certificateholder appearing in the
Certificate Register.


Section 5.4         No
Segregation of Monies; No Interest.  Subject to Sections 5.1 and 5.2, monies
received by the Trustee hereunder need not be segregated in any manner except
to the extent required by law or the Sale and Servicing Agreement and may be deposited
under such general conditions as may be prescribed by law, and the Trustee
shall not be liable for any interest thereon.


Section 5.5         Accounting
and Reports to the Noteholders, Certificateholders, the Internal Revenue
Service and Others.  The
Depositor or, if any Trust Certificates are held by any Person other than the
Depositor, the Trustee, shall: (a) maintain (or cause to be maintained) the
books of the Trust on a calendar year basis on the accrual method of
accounting, (b) deliver to each Certificateholder, as may be required by the
Code and applicable Treasury Regulations, such information as may be required
(including Schedule K-1) to enable each Certificateholder to prepare its
federal, State and local income tax returns, (c) file such tax returns relating
to the Trust (including a partnership information return on Internal Revenue
Service Form 1065 or its successor), and make such elections as may from time
to time be required or appropriate under any applicable State or federal
statute or rule or regulation thereunder so as to maintain the Trust’s
characterization as a partnership for federal income tax purposes, (d) cause
such tax returns to be signed in the manner required by law and (e) collect or
cause to be collected any withholding tax as described in and in accordance
with Section 5.2(c) with respect to income or distributions to
Certificateholders.  The Trustee shall
elect under Section 1278 of the Code to include in income currently any market
discount that accrues with respect to the Receivables and shall elect under
Section 171 of the Code to amortize any bond premium with respect to the
Receivables.  The Trustee shall not make
the election provided under Section 754 of the Code.


Section 5.6         Signature
on Returns; Tax Matters Partner.


(a)           The Depositor, or if any Trust
Certificates are held by any Person other than the Depositor, the Trustee shall
sign on behalf of the Trust the tax returns of the Trust, unless applicable law
requires a Certificateholder to sign such documents, in which case such
documents shall be signed by the Depositor.


(b)           The Depositor shall be designated the
“tax matters partner” of the Trust pursuant to Section 6231(a)(7)(A) of the
Code and applicable Treasury Regulations.



 12
 








ARTICLE
VI

Authority and Duties of Trustee


Section 6.1         General
Authority.  The Trustee is
authorized and directed to execute and deliver the Basic Documents to which the
Trust is to be a party and each certificate or other document attached as an
exhibit to or contemplated by the Basic Documents to which the Trust is to be a
party, in each case in such form as the Depositor shall approve as evidenced
conclusively by the Trustee’s execution thereof, and, on behalf of the Trust,
to direct the Indenture Trustee to authenticate and deliver the Notes in the
aggregate principal amount specified in a letter of instruction from the
Depositor to the Trustee.  In addition to
the foregoing, the Trustee is authorized, but shall not be obligated, to take
all actions required of the Trust pursuant to the Basic Documents.  The Trustee is further authorized from time
to time to take such action as the Administrator recommends with respect to the
Basic Documents.


Section 6.2         General Duties. 
It shall be the duty of the Trustee to discharge (or cause to be discharged)
all of its responsibilities pursuant to this Agreement and the Basic Documents
to which the Trust is a party and to administer the Trust in the interest of
the Certificateholders, subject to the Basic Documents and in accordance with
this Agreement. Notwithstanding the foregoing, the Trustee shall be deemed to
have discharged its duties and responsibilities hereunder and under the Basic
Documents to the extent the Administrator has agreed in the Administration
Agreement to perform any act or to discharge any duty of the Trustee hereunder
or under any Basic Document, and the Trustee shall not be held liable for the
default or failure of the Administrator to carry out its obligations under the
Administration Agreement.


Section 6.3         Action
upon Instruction.  (a)
Subject to Article IV and
in accordance with the Basic Documents, the Certificateholders may by written
instruction direct the Trustee in the management of the Trust. Such direction
may be exercised at any time by written instruction of the Certificateholders
pursuant to Article IV.


(b)           The Trustee shall
not be required to take any action hereunder or under any Basic Document if the
Trustee shall have reasonably determined, or shall have been advised by
counsel, that such action is likely to result in liability on the part of the
Trustee or is contrary to the terms hereof or of any Basic Document or is
otherwise contrary to law.


(c)           Whenever the Trustee
is unable to decide between alternative courses of action permitted or required
by this Agreement or any Basic Document, the Trustee shall promptly give notice
(in such form as shall be appropriate under the circumstances) to the
Certificateholders requesting instruction as to the course of action to be
adopted, and to the extent the Trustee acts in good faith in accordance with
any written instruction of the Certificateholders received, the Trustee shall
not be liable on account of such action to any Person.  If the Trustee shall not have received
appropriate instruction within 10 days of such notice (or within such shorter
period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to, take
or refrain from taking such action, not inconsistent with this Agreement or the
Basic Documents, as it shall deem to be in the best interests of the
Certificateholders, and shall have no liability to any Person for such action
or inaction.



 13
 








(d)           In the event that
the Trustee is unsure as to the application of any provision of this Agreement
or any Basic Document or any such provision is ambiguous as to its application,
or is, or appears to be, in conflict with any other applicable provision, or in
the event that this Agreement permits any determination by the Trustee or is
silent or is incomplete as to the course of action that the Trustee is required
to take with respect to a particular set of facts, the Trustee may give notice
(in such form as shall be appropriate under the circumstances) to the
Certificateholders requesting instruction and, to the extent that the Trustee
acts or refrains from acting in good faith in accordance with any such
instruction received, the Trustee shall not be liable, on account of such
action or inaction, to any Person.  If
the Trustee shall not have received appropriate instruction within 10 days of
such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action, not
inconsistent with this Agreement or the Basic Documents, as it shall deem to be
in the best interests of the Certificateholders, and shall have no liability to
any Person for such action or inaction.


Section 6.4         No Duties
Except as Specified in this Agreement or in Instructions.  The Trustee shall not have any duty or
obligation to manage, make any payment with respect to, register, record, sell,
dispose of or otherwise deal with the Trust Estate, or to otherwise take or
refrain from taking any action under, or in connection with, any document
contemplated hereby to which the Trustee is a party, except as expressly
provided by this Agreement or in any document or written instruction received
by the Trustee pursuant to Section 6.3;
and no implied duties or obligations shall be read into this Agreement or any
Basic Document against the Trustee.  The
Trustee shall have no responsibility for filing any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain
the perfection of any security interest or Lien granted to it hereunder or to
prepare or file any Securities and Exchange Commission filing for the Trust or
to record this Agreement or any Basic Document. 
The Trustee nevertheless agrees that it will, at its own cost and
expense, promptly take all action as may be necessary to discharge any Liens on
any part of the Trust Estate arising by, through or under the Trustee
(including in its individual capacity) which are unrelated to the administration
or ownership of the Trust Estate.


Further, notwithstanding anything to the contrary
herein or in any other document, the Owner Trustee shall not be required to
execute, deliver or certify on behalf of the Trust, the Servicer, the Depositor
or any other Person any filings, certificates, affidavits or other instruments
required under Section 302 of the Sarbanes-Oxley Act of 2002.  Notwithstanding any Person’s right to
instruct the Owner Trustee, neither the Owner Trustee nor any agent, employee,
director or officer of the Owner Trustee shall have any obligation to execute
any certificates or other documents required pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated
thereunder, and the refusal to comply with any such instructions shall not
constitute a default or breach under this Agreement or any other document in
connection herewith. 


Section 6.5         No Action
Except Under Specified Documents or Instructions. 
The Trustee shall not manage, control, use, sell, dispose of or
otherwise deal with any part of the Trust Estate except: (i) in accordance with
the powers granted to and the authority conferred upon the Trustee pursuant to
this Agreement, (ii) in accordance with the Basic Documents and 



 14
 








(iii) in accordance with any document or instruction
delivered to the Trustee pursuant to Section
6.3.


SECTION
6.6         Restrictions.  The Trustee shall not take any action: (a)
that is inconsistent with the purposes of the Trust set forth in Section 2.3 or (b) that, to the actual
knowledge of the Trustee, would result in the Trust’s becoming taxable as a
corporation for federal income tax purposes. 
The Certificateholders shall not direct the Trustee to take action that
would violate this Section.


ARTICLE
VII

Concerning the Trustee


Section 7.1         Acceptance
of Trusts and Duties.  The
Trustee accepts the trusts hereby created and agrees to perform its duties
hereunder with respect to such trusts but only upon the terms of this
Agreement. The Trustee also agrees to disburse all monies actually received by
it constituting part of the Trust Estate upon the terms of the Basic Documents
and this Agreement. The Trustee shall not be answerable or accountable
hereunder or under any Basic Document under any circumstances, except: (i) for its
own willful misconduct or negligence or (ii) in the case of the inaccuracy of
any representation or warranty contained in Section
7.3 expressly made by the Trustee. In particular, but not by way of
limitation (and subject to the exceptions set forth in the preceding sentence):


(a)           the Trustee shall not be liable for
any error of judgment made in good faith by a responsible officer of the
Trustee unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts;


(b)           the Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in accordance with the
instructions of the Administrator, the Servicer or any Certificateholder;


(c)           no provision of this Agreement or any
Basic Document shall require the Trustee to expend or risk funds or otherwise
incur any financial liability in the performance of any of its rights or powers
hereunder or under any Basic Document, if the Trustee shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured or provided to it;


(d)           under no circumstances shall the
Trustee be liable for indebtedness evidenced by or arising under any of the
Basic Documents, including the principal of and interest on the Notes;


(e)           the Trustee shall not be responsible
for or in respect of the validity or sufficiency of this Agreement or for the
due execution hereof by the Depositor or for the form, character, genuineness,
sufficiency, value or validity of any of the Trust Estate or for or in respect
of the validity or sufficiency of the Basic Documents, other than the
certificate of authentication on the Trust Certificates, and the Trustee shall
in no event assume or incur any liability, duty or obligation to any Noteholder
or to any 



 15
 








Certificateholder, other than as expressly
provided for herein and in the Basic Documents;


(f)            the Trustee shall not be liable for
the default or misconduct of the Administrator, the Depositor, the Indenture
Trustee or the Servicer under any of the Basic Documents or otherwise and the
Trustee shall have no obligation or liability to perform the obligations of the
Trust under this Agreement or the Basic Documents that are required to be
performed by the Administrator under the Administration Agreement, the
Indenture Trustee under the Indenture or the Servicer under the Sale and
Servicing Agreement; and


(g)           the Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Agreement, or to institute, conduct or defend any litigation under this
Agreement or otherwise or in relation to this Agreement or any Basic Document,
at the request, order or direction of any of the Certificateholders unless such
Certificateholders have offered to the Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Trustee therein or thereby. 
The right of the Trustee to perform any discretionary act enumerated in
this Agreement or in any Basic Document shall not be construed as a duty, and
the Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of any such act.


Section 7.2         Furnishing
of Documents.  The
Trustee shall furnish to the Certificateholders promptly upon receipt of a
written request therefor, and at the expense of the Certificateholders,
duplicates or copies of all reports, notices, requests, demands, certificates,
financial statements and any other instruments furnished to the Trustee under
the Basic Documents.


Section 7.3         Representations
and Warranties.  The
Trustee hereby represents and warrants to the Depositor, for the benefit of the
Certificateholders, that:


(a)           it is a banking corporation duly
organized and validly existing in good standing under the laws of the State of
Delaware, with the requisite corporate power and authority to execute, deliver
and perform its obligations under this Agreement,


(b)           it has taken all corporate action
necessary to authorize the execution and delivery by it of this Agreement, and
this Agreement will be executed and delivered by one of its officers who is
duly authorized to execute and deliver this Agreement on its behalf,


(c)           the execution and delivery of this
Agreement, the consummation of the transactions contemplated by this Agreement
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 certificate of incorporation or
by-laws of the Trustee, or to the best of its knowledge without independent
investigation any indenture, agreement or other instrument to which the Trustee
is a party or by which it is bound; or violate any federal or State law
governing the banking or trust 



 16
 








powers of the Trustee; or, to the best of the
Trustee’s knowledge, violate any order, rule or regulation applicable to the
Trustee of any court or of any federal or State regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the
Trustee or its properties,


(d)           this Agreement, assuming due
authorization, execution and delivery by the Depositor, constitutes a valid,
legal and binding obligation of the Trustee, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors’ rights generally and to general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law, and


(e)           as of the date of the Underwriting
Agreement, the Prospectus Date and the Closing Date, to its knowledge without
independent investigation, there are no legal proceedings pending against the
Trustee, or of which any property of the Trustee is subject, that are material
to the Noteholders, and no such legal proceedings contemplated by any
governmental authority.


Section 7.4         Information
to Be Provided by the Trustee. 
The Trustee shall notify the Depositor promptly after the Trustee
becomes aware of (a) the initiation of any legal proceedings against the
Trustee, or of which any property of the 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 proceedings that are contemplated
by any governmental authority.


Section 7.5         Reliance; Advice of Counsel.  (a) Except to the extent otherwise provided
in Section 7.1, the Trustee shall
incur no liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or
other document or paper (whether in its original or facsimile form) believed by
it to be genuine and believed by it to be signed by the proper party or
parties. The Trustee may accept a certified copy of a resolution of the board
of directors or other governing body of any party as conclusive evidence that
such resolution has been duly adopted by such body and that the same is in full
force and effect. As to any fact or matter the method of the determination of
which is not specifically prescribed herein, the Trustee may for all purposes
hereof rely on a certificate, signed by the president, any vice president, the
treasurer or other authorized officers of the relevant party as to such fact or
matter, and such certificate shall constitute full protection to the Trustee
for any action taken or omitted to be taken by it in good faith in reliance
thereon.


(b)           In the exercise or
administration of the trusts hereunder and in the performance of its duties and
obligations under this Agreement or the Basic Documents, the Trustee: (i) may
act directly or through its agents or attorneys pursuant to agreements entered
into with any of them, and the Trustee shall not be liable for the conduct or
misconduct of such agents or attorneys if such agents or attorneys shall have
been selected by the Trustee with reasonable care, and (ii) may consult with
counsel, accountants and other skilled Persons to be selected with reasonable
care and employed by it.  The Trustee
shall not be liable for anything done, suffered or omitted in good faith by it
in accordance with the written opinion or advice of 



 17
 








any such
counsel, accountants or other such Persons and which opinion or advice states
that such action is not contrary to this Agreement or any Basic Document.


Section 7.6         Not
Acting in Individual Capacity. 
Except as provided in this Article
VII, in accepting the trusts hereby created Wilmington Trust Company
acts solely as Trustee hereunder and not in its individual capacity and all
Persons having any claim against the Trustee by reason of the transactions
contemplated by this Agreement or any Basic Document shall look only to the
Trust Estate for payment or satisfaction thereof.


Section 7.7         Trustee
Not Liable for Trust Certificates or Receivables.  The recitals contained herein and in the
Trust Certificates (other than the signature and counter-signature of the
Trustee on the Trust Certificates) shall be taken as the statements of the
Depositor, and the Trustee assumes no responsibility for the correctness
thereof.  The Trustee makes no
representations as to the validity or sufficiency of this Agreement, of any
Basic Document, of the Trust Certificates (other than the signature and
countersignature, if any, of the Trustee on the Trust Certificates) or of the
Notes, or of any Receivable or related documents.  The Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Receivable, or the perfection and priority of any
security interest created by any Receivable in any of the Financed Equipment or
the maintenance of any such perfection and priority, or for or with respect to
the sufficiency of the Trust Estate or its ability to generate the payments to
be distributed to Certificateholders under this Agreement or the Noteholders
under the Indenture, including: (a) the existence, condition and ownership of
any Financed Equipment, (b) the existence and enforceability of any insurance
thereon, (c) the existence and contents of any Receivable on any computer or
other record thereof, (d) the validity of the assignment of any Receivable to
the Trust or of any intervening assignment, (e) the completeness of any Receivable,
(f) the performance or enforcement of any Receivable, and (g) the compliance by
the Depositor or the Servicer with any warranty or representation made under
any Basic Document or in any related document or the accuracy of any such
warranty or representation or any action of the Administrator, the Indenture
Trustee or the Servicer or any subservicer taken in the name of the Trustee.


Section 7.8         Trustee
May Not Own Notes.  The
Trustee shall not, in its individual capacity, but may in a fiduciary capacity,
become the owner or pledgee of Notes or otherwise extend credit to the Issuing
Entity.  The Trustee may otherwise deal
with the Depositor, the Administrator, the Indenture Trustee and the Servicer
with the same rights as it would have if it were not the Trustee.


ARTICLE
VIII

Compensation of Trustee


Section 8.1         Trustee’s
Fees and Expenses.  The
Trustee shall receive as compensation for its services hereunder such fees as
have been separately agreed upon before the date hereof between the Depositor
and the Trustee, and the Trustee shall be entitled to be reimbursed by the
Depositor for its other reasonable expenses hereunder, including the reasonable
compensation, expenses and disbursements of such agents, representatives,
experts and counsel as the Trustee may employ in connection with the exercise
and performance of its rights and its duties hereunder.



 18
 








Section 8.2         Indemnification.  The Depositor shall be liable as primary
obligor for, and shall indemnify the Trustee and its successors, assigns, agents
and servants (collectively, the “Indemnified
Parties”) from and against, any and all liabilities, obligations,
losses, damages, taxes, claims, actions and suits, and any and all reasonable
costs, expenses and disbursements (including reasonable legal fees and
expenses) of any kind and nature whatsoever (collectively, “Expenses”), which may at any time be
imposed on, incurred by or asserted against the Trustee or any other
Indemnified Party in any way relating to or arising out of this Agreement, the
Basic Documents, the Trust Estate, the administration of the Trust Estate or
the action or inaction of the Trustee hereunder, except only that the Depositor
shall not be liable for or required to indemnify an Indemnified Party from and
against Expenses arising or resulting from: (a) such Indemnified Party’s
willful misconduct or negligence or (b) with respect to the Trustee, the
inaccuracy of any representation or warranty contained in Section 7.3 expressly made by the
Trustee.  The indemnities contained in
this Section shall survive the resignation or termination of the Trustee or the
termination of this Agreement. In any event of any claim, action or proceeding
for which indemnity will be sought pursuant to this Section, the Trustee’s
choice of legal counsel shall be subject to the approval of the Depositor,
which approval shall not be unreasonably withheld.


Section 8.3         Payments
to the Trustee.  Any
amounts paid to the Trustee pursuant to this Article
VIII shall be deemed not to be a part of the Trust Estate immediately
after such payment.  The Trustee shall
also be entitled to interest on all fees and expenses that are due and unpaid
for more than sixty (60) days after they have been billed to the party
responsible for the payment of such amounts at a rate equal to the rate
publicly announced by Wilmington Trust Company as its prime rate from time to
time.


ARTICLE
IX

Termination of Trust Agreement


Section 9.1         Termination
of Trust Agreement.  (a)
The Trust shall dissolve upon the final distribution by the Trustee of all
monies or other property or proceeds of the Trust Estate in accordance with the
Indenture, the Sale and Servicing Agreement and Article V.  The
bankruptcy, liquidation, dissolution, death or incapacity of any
Certificateholder shall not: (x) operate to dissolve or terminate this
Agreement or the Trust, (y) entitle such Certificateholder’s legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or Trust Estate or (z) otherwise affect the rights, obligations and
liabilities of the parties hereto.


(b)           Except as provided
in Section 9.1(a), neither the Depositor nor any Certificateholder shall be
entitled to dissolve, revoke or terminate the Trust.


(c)           Notice of any
dissolution of the Trust, specifying the Payment Date upon which the
Certificateholders shall surrender their Trust Certificates to the Paying Agent
for payment of the final distribution and cancellation, shall be given promptly
by the Trustee by letter to Certificateholders mailed within five Business Days
of receipt of notice of such dissolution from the Servicer given pursuant to Section 9.1(c) of the Sale and Servicing
Agreement stating: (i) the Payment Date upon which final payment of the Trust
Certificates shall be made upon presentation and surrender of the Trust
Certificates at the office of the Paying 



 19
 








Agent therein
designated, (ii) the amount of any such final payment and (iii) that the Record
Date otherwise applicable to such Payment Date is not applicable, payments
being made only upon presentation and surrender of the Trust Certificates at
the office of the Paying Agent therein specified. The Trustee shall give such
notice to the Certificate Registrar (if other than the Trustee) and the Paying
Agent at the time such notice is given to Certificateholders. Upon presentation
and surrender of the Trust Certificates, the Paying Agent shall cause to be
distributed to Certificateholders amounts distributable on such Payment Date pursuant
to Section 5.2.


In the event that all of the Certificateholders shall not surrender
their Trust Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
Trust Certificates for cancellation and to receive the final distribution with
respect thereto.  If within one year
after the second notice all the Trust Certificates shall not have been surrendered
for cancellation, the Trustee may take appropriate steps, or may appoint an
agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Trust Certificates, and the cost thereof shall be
paid out of the funds and other assets that shall remain subject to this
Agreement.  Any funds remaining in the
Trust after exhaustion of such remedies shall be distributed by the Trustee to
the Depositor.


(d)           Upon the dissolution
of the Trust and the payment of all liabilities of the Trust in accordance with
applicable law, the Trustee shall cause the Certificate of Trust to be canceled
by filing a certificate of cancellation with the Secretary of State in
accordance with the provisions of Section 3810 (or successor section) of the
Trust Statute, at which time the Trust and this Agreement (other than Article VIII) shall terminate.


ARTICLE X

Successor Trustees and Additional Trustees


Section 10.1       Eligibility Requirements for
Trustee.  The Trustee shall at all
times:  (a) be a corporation
satisfying the provisions of Section 26(a)(1) of the Investment Company Act of
1940, as amended, (b) be authorized to exercise corporate trust powers, (c)
have a combined capital and surplus of at least $50,000,000 and be subject to
supervision or examination by federal or State authorities, and (d) have (or
have a parent that has) a rating of at least “Baa3” by Moody’s.  If such corporation shall publish reports of
condition at least annually, pursuant to law or the requirements of the aforesaid
supervising or examining authority, then for the purpose of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. At all times, at least one Trustee of the Trust shall
satisfy the requirements of Section 3807(a) of the Trust Statute. In case at
any time the Trustee shall cease to be eligible in accordance with this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 10.2.


Section 10.2       Resignation or Removal of
Trustee.  The Trustee may
at any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Administrator. 
Upon receiving such notice of resignation, the Administrator shall
promptly appoint a successor Trustee by written instrument, in duplicate, one
copy of which instrument 



 20
 








shall be delivered
to the resigning Trustee and one copy to the successor Trustee.  If no successor Trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition at the expense of the
Administrator any court of competent jurisdiction for the appointment of a
successor Trustee.


If at any time the Trustee shall cease to be eligible in accordance
with Section 10.1 and shall fail
to resign after written request therefor by the Administrator, or if at any
time the Trustee shall be legally unable to act, or shall be adjudged bankrupt
or insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
then the Administrator may remove the Trustee. 
If the Administrator shall remove the Trustee under the authority of the
preceding sentence, the Administrator shall promptly appoint a successor
Trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the outgoing Trustee so removed and one copy to the successor
Trustee, and pay all fees owed to the outgoing Trustee.


Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to this Section shall not become effective until
acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees and
expenses owed to the outgoing Trustee. The Administrator shall provide notice
of such resignation or removal of the Trustee to each of the Rating Agencies
and the Counterparty.


Section 10.3       Successor Trustee.  Any successor Trustee appointed pursuant to Section 10.2 shall execute, acknowledge
and deliver to the Administrator and to its predecessor Trustee an instrument
accepting such appointment under this Agreement, and thereupon the resignation
or removal of the predecessor Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties, and obligations of its predecessor under
this Agreement, with like effect as if originally named as the Trustee.  Such instrument shall identify the situs of
the Trust, locations where payments will be made and/or received, and where
bank accounts will be maintained for purposes of Section 2.9 hereof, if such
locations are to change following such appointment.  As of the effective date of such instrument,
Section 2.9 hereof shall be read to include such locations identified in such
instrument. The predecessor Trustee shall upon payment of its fees and expenses
deliver to the successor Trustee all documents and statements and monies held
by it under this Agreement; and the Administrator and the predecessor Trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for fully and certainly vesting and confirming in the
successor Trustee all such rights, powers, duties and obligations.


No successor Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Trustee shall be
eligible pursuant to Section 10.1.


Upon acceptance of appointment by a successor Trustee pursuant to this
Section, the Administrator shall mail notice of such appointment to all
Certificateholders, the Indenture Trustee, the Counterparty, the Noteholders
and the Rating Agencies. If the Administrator shall fail to mail such notice
within 10 days after acceptance of appointment by the successor Trustee, the
successor Trustee shall cause such notice to be mailed at the expense of the
Administrator. 



 21
 








Any successor Trustee shall file an amendment to the
Certificate of Trust as required by the Statutory Trust Act. 


Section 10.4       Merger or Consolidation of
Trustee.  Any corporation
or other entity into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder;
provided, such corporation shall be eligible pursuant to Section 10.1, without the execution or
filing of any instrument or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; and provided further,
that the Trustee shall mail notice of such merger or consolidation to the
Rating Agencies and the Counterparty.


Section 10.5       Appointment of Co-Trustee
or Separate Trustee. 
Notwithstanding any other provisions of this Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust or any Financed Equipment may at the time be located, the
Administrator and the Trustee acting jointly shall have the power and may
execute and deliver all instruments to appoint one or more Person(s) approved
by the Trustee to act as co-trustee(s), jointly with the Trustee, 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 Certificateholders, 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 Administrator and the Trustee may consider necessary or desirable.  If the Administrator shall not have joined in
such appointment within 15 days after the receipt by it of a request so to do,
the Trustee alone shall have the power to make such appointment.  No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility as a successor
trustee pursuant to Section 10.1
and no notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 10.3.


Each 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 Trustee shall be conferred or imposed
upon and exercised or performed by the 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 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 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 Trustee;


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



 22
 








(iii)          the Administrator and the Trustee
acting jointly may at any time accept the resignation of or remove any separate
trustee or co-trustee.


Any notice, request or other writing given to the 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. 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
Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Each such instrument shall be filed with the
Trustee and a copy thereof given to the Administrator.


Any separate trustee or co-trustee may at any time appoint the 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 Trustee, to the extent
permitted by law, without the appointment of a new or successor trustee.


The 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.


ARTICLE
XI

Miscellaneous


Section 11.1       Supplements and Amendments.  This Agreement may be amended from time to
time by a written amendment duly executed and delivered by the Depositor and
the Trustee, with prior written notice to the Rating Agencies and the
Counterparty, without the consent of any of the Noteholders or the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions in this Agreement or for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions in this Agreement
or of modifying in any manner the rights of the Noteholders or the
Certificateholders;  provided,
however, that such action shall not, as evidenced by an Officer’s
Certificate of the Seller, adversely affect in any material respect the
interests of any Noteholder or Certificateholder.  An amendment 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 amendment for
such Class of Notes.


This Agreement may also be amended from time to time by the Depositor
and the Trustee, with prior written notice to the Rating Agencies and the
Counterparty, with the written consent of (x) Noteholders holding Notes
evidencing not less than a majority of the Note Balance and (y) the
Certificateholders holding in the aggregate more than 50% of the beneficial
interest in the Trust at the time of such action, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholders; provided, however,
that no 



 23
 








such amendment shall: (a) reduce the interest or
principal of any Note or Certificate or delay the Final Scheduled Maturity Date
of any Note or (b) reduce the aforesaid percentage of the Outstanding Amount
and the beneficial interest in the Trust required to consent to any such
amendment, without the consent of the holders of all the outstanding Notes and
Trust Certificates.


Notwithstanding the above, the permitted activities of the Trust set
forth in Section 2.3 may not be
significantly amended without the consent of Noteholders, other than the Seller
and its Affiliates as Noteholders, evidencing not less than a majority of the
Outstanding Amount of the Notes held by parties exclusive of the Seller and its
Affiliates.


Promptly after the execution of any such amendment or consent (or, in
the case of the Rating Agencies and the Counterparty, 10 days prior thereto),
the Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Indenture Trustee, each of
the Rating Agencies and the Counterparty.


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


Promptly after the execution of any amendment to the Certificate of
Trust, the Trustee shall cause the filing of such amendment with the Secretary
of State.


Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Trustee shall be entitled to receive and rely upon an
Opinion of Counsel stating that the execution of such amendment is authorized
or permitted by this Agreement and that all conditions precedent to the
execution and delivery of such amendment has been satisfied. The Trustee may,
but shall not be obligated to, enter into any such amendment that affects the Trustee’s
own rights, duties or immunities under this Agreement or otherwise.


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. 



Section 11.2       No Legal Title to Trust
Estate in Certificateholders. 
The Certificateholders shall not have legal title to any part of the
Trust Estate. The Certificateholders shall be entitled to receive distributions
with respect to their undivided ownership interest therein only in accordance
with Articles V and IX. No transfer, by operation of law or
otherwise, of any right, title or interest of the Certificateholders in, to and
under their ownership interest in the 



 24
 








Trust Estate shall
operate to terminate this Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part
of the Trust Estate.


Section 11.3       Limitations on Rights of
Others.  The provisions of
this Agreement are solely for the benefit of the Trustee, the Depositor, the
Certificateholders, the Administrator and, to the extent expressly provided
herein, the Indenture Trustee, the Counterparty and the Noteholders, and
nothing in this Agreement, whether express or implied, shall be construed to
give to any other Person any legal or equitable right, remedy or claim in the
Trust Estate or under or in respect of this Agreement or any covenants,
conditions or provisions contained herein.


SECTION
11.4       Notices.  (a) Unless otherwise expressly specified or
permitted by the terms hereof, all notices shall be in writing, personally
delivered, by facsimile or mailed by certified mail, postage prepaid and return
receipt requested, and shall be deemed to have been duly given upon receipt:
(i) if to the Trustee or the Paying Agent, addressed to the Corporate Trust
Office, (ii) if to the Depositor, addressed to CNH Capital Receivables LLC, 100
South Saunders Road, Lake Forest, Illinois 60045, Attention: Treasurer, and
(iii) if to the Counterparty, addressed to Credit Suisse International, One Cabot Square, London E14 4QJ, England,
Attention: (1) Head of Credit Risk Management; (2) Managing 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, as to each party, at such other
address as shall be designated by such party in a written notice to the other
party.


(b)           Any notice required
or permitted to be given to a Certificateholder shall be given by first-class
mail, postage prepaid, at the address of such Certificateholder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or
not the Certificateholder receives such notice.


SECTION
11.5       Severability.  Any provision of this Agreement 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, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


Section 11.6       Separate Counterparts.  This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.


Section 11.7       Successors and Assigns.  All covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, the Depositor and its
successors, the Trustee and its successors and each Certificateholder and its
successors and permitted assigns, all as herein provided. Any request, notice,
direction, consent, waiver or other instrument or action by an
Certificateholder shall bind the successors and assigns of such
Certificateholder.



 25
 








Section 11.8       Covenants of the Depositor.
 If any litigation with claims in excess
of $1,000,000 to which the Depositor is a party that shall be reasonably likely
to result in a material judgment against the Depositor that the Depositor will
not be able to satisfy shall be commenced by a Certificateholder during the
period beginning nine months following the commencement of such litigation and
continuing until such litigation is dismissed or otherwise terminated (and, if
such litigation has resulted in a final judgment against the Depositor, such judgment
has been satisfied), the Depositor shall not pay any dividend to CNHCA, or make
any distribution on or in respect of its capital stock to CNHCA, or repay the
principal amount of any indebtedness of the Depositor held by CNHCA, unless (i)
after giving effect to such payment, distribution or repayment, the Depositor’s
liquid assets shall not be less than the amount of actual damages claimed in
such litigation or (ii) the Rating Agency Condition shall have been satisfied
with respect to any such payment, distribution or repayment.  The Depositor will not at any time institute
against the Trust any bankruptcy proceedings under any United States federal or
State bankruptcy or similar law in connection with any obligations relating to
the Trust Certificates, the Notes, the Trust Agreement or any of the Basic
Documents.


SECTION
11.9       No Petition.  The Trustee on behalf of the Trust, by
entering into this Agreement, each Certificateholder, by accepting a Trust
Certificate, and the Indenture Trustee and each Noteholder, by accepting the
benefits of this Agreement, hereby covenant and agree that they will not at any
time institute against the Depositor or the Trust, or join in any institution
against the Depositor or the Trust of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any federal or State bankruptcy or similar law in connection with any
obligations relating to the Trust Certificates, the Notes, this Agreement or
any of the Basic Documents.


SECTION
11.10     No Recourse.  Each Certificateholder by accepting a Trust
Certificate acknowledges that such Certificateholder’s Trust Certificates
represent beneficial interests in the Trust only and do not represent interests
in or obligations of the Depositor, the Servicer, the Administrator, the
Trustee, the Indenture Trustee or any Affiliate thereof and no recourse may be
had against such parties or their assets, except as may be expressly set forth
or contemplated in this Agreement, the Trust Certificates or the Basic
Documents.


SECTION
11.11     Headings.  The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.


SECTION
11.12     Governing Law.  This Agreement shall be construed in
accordance with the laws of the State of Delaware, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.


SECTION 11.13     Administrator.  The Administrator is authorized to execute on
behalf of the Trust all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Trust to prepare, file
or deliver pursuant to this Agreement and the Basic Documents.  Upon written request, the Trustee shall
execute and deliver to the Administrator a power of attorney appointing the
Administrator its agent and attorney-in-fact to execute all such documents,
reports, filings, instruments, certificates and opinions.



 26
 








*   *   *  
*   *



 27















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


	
  

  	
  Wilmington Trust Company,

  
	
   

  	
  in its individual
  capacity and

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Perkins

  
	
   

  	
   

  	
  Name:

  	
  Robert J. Perkins

  
	
   

  	
   

  	
  Title:

  	
  Sr. Financial Services Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CNH Capital
  Receivables LLC

  
	
   

  	
  as Depositor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian J. O’Keane

  
	
   

  	
   

  	
  Name:

  	
  Brian J. O’Keane

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
					



vh



 S-1















EXHIBIT
A


FORM OF TRUST CERTIFICATE


	
  REGISTERED

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NUMBER R-

  	
   

  	
  100% Beneficial
  Interest

  



 


THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE
ACCOUNT OF A

BENEFIT PLAN (AS DEFINED BELOW).


CNH EQUIPMENT TRUST 2007-A


TRUST CERTIFICATE


evidencing a fractional undivided beneficial interest in the Trust (as
defined below), the property of which includes a pool of retail installment
sale contracts secured by new and used agricultural and construction equipment
and sold to the Trust by CNH Capital Receivables LLC.


(This Trust Certificate does not represent an interest in or obligation
of CNH Capital Receivables LLC, CNH Capital America LLC, New Holland Credit
Company, LLC, CNH Global N.V. or CNH America LLC, or any of their respective
affiliates, except to the extent described below.)


THIS CERTIFIES THAT CNH CAPITAL RECEIVABLES LLC is the registered owner
of a nonassessable, fully-paid, fractional undivided interest in CNH Equipment
Trust 2007-A (the “Trust”) formed
by CNH Capital Receivables LLC, a Delaware limited liability company (the “Depositor”).


The Trust was created pursuant to a Trust Agreement dated as of March
1, 2007 (the “Trust Agreement”)
between the Depositor and Wilmington Trust Company, as trustee (the “Trustee”). 
To the extent not otherwise defined herein, the capitalized terms used
herein have the meanings assigned to them in the Trust Agreement or the Sale
and Servicing Agreement (the “Sale and
Servicing Agreement”) dated as of March 1, 2007 among the Trust, the
Depositor and New Holland Credit Company, LLC, as servicer (the “Servicer”), as applicable.  This Trust Certificate is one of the duly
authorized Trust Certificates (herein called the “Trust Certificates”) issued under and subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
holder of this Trust Certificate by virtue of the acceptance hereof assents and
by which holder is bound.  The provisions
and conditions of the Trust Agreement are hereby incorporated by reference as
though set forth in their entirety herein.


Issued under the Indenture dated as of March 1, 2007 between the Trust
and The Bank Of New York Trust Company, N.A., as Indenture Trustee, are notes
designated as “[                ]% Class
A-1 Asset Backed Notes,” “[            ]%
Class A-2 Asset Backed Notes,” “[                ]%
Class A-3 Asset Backed Notes,” “Floating Rate Class A-4 Asset Backed Notes” and
“[                ]% Class B Asset Backed
Notes”.  The holder of this Trust
Certificate acknowledges and agrees that its rights to receive distributions in
respect of this Trust Certificate are subordinated to the rights of the
Noteholders as described in the Sale and Servicing Agreement and the Indenture.



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It is the intent of the Depositor, Servicer and the holder of this
Trust Certificate that, for purposes of federal income, State and local income
and franchise and any other income taxes measured in whole or in part by
income, until the Trust Certificates are held by other than the Depositor, the
Trust be disregarded as an entity separate from the Depositor.  At such time that the Trust Certificates are
held by more than one person, it is the intent of the Depositor, Servicer and
the Certificateholders that, for purposes of federal income, State and local
income and franchise and any other income taxes measured in whole or in part by
income, the Trust be treated as a partnership, the assets of which are the
assets held by the Trust, and the Certificateholders (including the Depositor
(and its transferees and assigns) in its capacity as recipient of distributions
from the Spread Account) will be treated as partners in that partnership.  The Depositor and the holder of this Trust
Certificate, by acceptance of this Trust Certificate, agree to treat, and to
take no action inconsistent with the treatment of, the Trust Certificates as
such for tax purposes.


The Certificateholder, by its acceptance of this Trust Certificate,
covenants and agrees that such Certificateholder will not at any time institute
against the Depositor or the Trust, or join in any institution against the
Depositor or the Trust 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 this Trust Certificate, the Notes, the Trust Agreement
or any of the Basic Documents.


The Certificateholder, by its acceptance of this Trust Certificate,
represents and warrants in writing that: (a) it is acquiring this Trust
Certificate for its own account and is the sole beneficial owner of such Trust
Certificate; (b) the transfer is not being effected on or through (x) an “established
securities market” within the meaning of Section 7704(a)(1) of the Code,
including without limitation, an over-the-counter market or an interdealer
quotation system that regularly disseminates firm buy or sell quotations or (y)
a “secondary market (or the substantial equivalent thereof)” within the meaning
of Section 7704(a)(2) of the Code and any proposed, temporary or final Treasury
regulations thereunder; and (c) such transfer will not cause the Trust to be
classified as a publicly traded partnership for U.S. federal income tax
purposes, and such purchaser or transferee will not take any action, including
any subsequent disposition of such Trust Certificate (or any beneficial
interest therein), that would cause the Trust to be treated as a publicly
traded partnership for U.S. federal income tax purposes.


This Trust Certificate may not be acquired by or for the account of:
(i) an employee benefit plan (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”)), that is subject
to the provisions of Title I of ERISA, (ii) a plan described in Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended, or (iii) any
entity whose underlying assets include plan assets of any of the foregoing (a “Benefit Plan”). By accepting and holding
this Certificate, the Certificateholder shall be deemed to have represented and
warranted that it is not a Benefit Plan.


This Trust Certificate does not represent an obligation of, or an
interest in, the Depositor, the Servicer, CNH Capital America LLC, New Holland
Credit Company, LLC, CNH America LLC, CNH Global N.V., the Trustee or any
affiliates of any of them and no recourse may be had against such parties or
their assets, except as may be expressly set forth or contemplated herein or in
the Trust Agreement or the Basic Documents.



 A-2
 








Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Trustee, by manual signature, this Trust
Certificate shall not entitle the holder hereof to any benefit under the Trust
Agreement or the Sale and Servicing Agreement or be valid for any purpose.


This Trust Certificate shall be construed in accordance with the laws
of the state of Delaware, without reference to its conflict of law provisions,
and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.



 A-3
 








IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its
individual capacity has caused this Trust Certificate to be duly executed.


	
  

  	
   

  	
  CNH Equipment Trust 2007-A,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
   

  	
   

  	
  not in its
  individual capacity, but

  
	
   

  	
   

  	
   

  	
  solely as
  Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 



 A-4
 








TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


This is one of the Trust Certificates referred to in the
within-mentioned Trust Agreement.


	
  

  	
   

  	
  Wilmington Trust Company,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Authorized Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:  March     ,
  2007

  	
   

  	
   

  	
   

  



 



 A-5
 








ASSIGNMENT


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


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE


(Please print or type name and address, including
postal zip code, of assignee) the within Trust Certificate, and all rights
thereunder, hereby irrevocably constituting and appointing Attorney to transfer
said Trust Certificate on the books of the Certificate Registrar, with full
power of substitution in the premises.


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature Guaranteed:

  	
   

  



 






*NOTICE: The signature to this assignment must correspond with the name
as it appears upon the face of the within Trust Certificate in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by a member firm of the New York Stock Exchange or
a commercial bank or trust company.



 A-6















EXHIBIT
B

to the Trust Agreement


CERTIFICATE OF TRUST


OF


CNH EQUIPMENT TRUST 2007-A


THIS CERTIFICATE OF TRUST of CNH EQUIPMENT TRUST 2007-A (the “Trust”), is being duly executed and filed
by Wilmington Trust Company, a Delaware banking corporation, as trustee, to
form a statutory trust under the Delaware Statutory Trust Act (12 Del. C.  §3801, et seq. (the “Act”).


Name.  The name
of the statutory trust being formed hereby is CNH Equipment Trust 2007-A.


Delaware Trustee. 
The name and business address of the trustee of the Trust in the State
of Delaware are Wilmington Trust Company, Rodney Square North, 1100 North
Market Street, Wilmington, Delaware 19890-0001. Attention: Corporate Trust
Administration.


Effective Date. 
This Certificate of Trust shall be effective as of its filing.



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IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust,
have executed this Certificate of Trust in accordance with Section 3811(a)(1)
of the Act.


	
  

  	
   

  	
  Wilmington Trust Company,

  	
   

  
	
   

  	
   

  	
  not in its individual
  capacity, but solely as

  	
   

  
	
   

  	
   

  	
  Trustee under a
  Trust Agreement dated as

  	
   

  
	
   

  	
   

  	
  of March 1, 2007

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    Title:

  	
   

  	
   

  
							



 



 B-2