Exhbit 4.1


 




 





 


CNH EQUIPMENT TRUST 2006-A


 


 


INDENTURE


 


 


between


 


 


CNH EQUIPMENT
TRUST 2006-A


 


 


and


 


 


JPMORGAN
CHASE BANK, N.A.

as Indenture Trustee.


 


 


Dated as of March 1, 2006


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  Definitions and
  Incorporation by Reference

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1.

  	
  Definitions

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 1.2.

  	
  Incorporation by Reference of Trust Indenture Act

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 1.3.

  	
  Rules of Construction

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  The Notes

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Form

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 2.2.

  	
  Execution, Authentication and Delivery

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 2.3.

  	
  Temporary Notes

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 2.4.

  	
  Registration; Registration of Transfer and Exchange

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 2.5.

  	
  Mutilated, Destroyed, Lost or Stolen Notes

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 2.6.

  	
  Persons Deemed Owner

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 2.7.

  	
  Payment of Principal and Interest; Defaulted
  Interest

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 2.8.

  	
  Cancellation

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 2.9.

  	
  Release of Collateral

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 2.10.

  	
  Book-Entry Notes

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 2.11.

  	
  Notices to Clearing Agency

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 2.12.

  	
  Definitive Notes

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 2.13.

  	
  Tax Treatment

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  Covenants

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  Payment of Principal and Interest

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 3.2.

  	
  Maintenance of Office or Agency

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 3.3.

  	
  Money for Payments To Be Held in Trust

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 3.4.

  	
  Existence

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 3.5.

  	
  Protection of the Trust Estate

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 3.6.

  	
  Opinions as to the Trust Estate

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 3.7.

  	
  Performance of Obligations; Servicing of Receivables

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 3.8.

  	
  Negative Covenants

  	
  14

  
	
   

  	
   

  	
   

  
	
  SECTION 3.9.

  	
  Annual Statement as to Compliance

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 3.10.

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

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 3.11.

  	
  Successor or Transferee

  	
  17

  
				



 


i

















 


	
  SECTION 3.12.

  	
  No Other Business

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 3.13.

  	
  No Borrowing

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 3.14.

  	
  Servicer’s Obligations

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 3.15.

  	
  Guarantees, Loans, Advances and Other Liabilities

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 3.16.

  	
  Capital Expenditures

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 3.17.

  	
  Removal of Administrator

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 3.18.

  	
  Restricted Payments

  	
  17

  
	
   

  	
   

  	
   

  
	
  SECTION 3.19.

  	
  Notice of Events of Default

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 3.20.

  	
  Further Instruments and Acts

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 3.21.

  	
  Perfection Representation

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  Satisfaction and
  Discharge

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
  Satisfaction and Discharge of Indenture

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 4.2.

  	
  Application of Trust Money

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 4.3.

  	
  Repayment of Moneys Held by Paying Agent

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  Remedies

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
  Events of Default

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 5.2.

  	
  Acceleration of Maturity; Rescission and Annulment

  	
  21

  
	
   

  	
   

  	
   

  
	
  SECTION 5.3.

  	
  Collection of Indebtedness and Suits for Enforcement
  by Indenture Trustee

  	
  21

  
	
   

  	
   

  	
   

  
	
  SECTION 5.4.

  	
  Remedies; Priorities

  	
  23

  
	
   

  	
   

  	
   

  
	
  SECTION 5.5.

  	
  Optional Preservation of the Receivables

  	
  25

  
	
   

  	
   

  	
   

  
	
  SECTION 5.6.

  	
  Limitation of Suits

  	
  25

  
	
   

  	
   

  	
   

  
	
  SECTION 5.7.

  	
  Unconditional Rights of Noteholders To Receive
  Principal and Interest

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 5.8.

  	
  Restoration of Rights and Remedies

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 5.9.

  	
  Rights and Remedies Cumulative

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 5.10.

  	
  Delay or Omission Not a Waiver

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 5.11.

  	
  Control by Noteholders

  	
  26

  
	
   

  	
   

  	
   

  
	
  SECTION 5.12.

  	
  Waiver of Past Defaults

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 5.13.

  	
  Undertaking for Costs

  	
  27

  
	
   

  	
   

  	
   

  
	
  SECTION 5.14.

  	
  Waiver of Stay or Extension Laws

  	
  28

  
				



 


ii

















 


	
  SECTION 5.15.

  	
  Action on Notes

  	
  28

  
	
   

  	
   

  	
   

  
	
  SECTION 5.16.

  	
  Performance and Enforcement of Certain Obligations

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  The Indenture
  Trustee

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
  Duties of the Indenture Trustee

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 6.2.

  	
  Rights of Indenture Trustee

  	
  30

  
	
   

  	
   

  	
   

  
	
  SECTION 6.3.

  	
  Individual Rights of the Indenture Trustee

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION 6.4.

  	
  Indenture Trustee’s Disclaimer

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION 6.5.

  	
  Notice of Defaults

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION 6.6.

  	
  Reports by Indenture Trustee to the Holders

  	
  31

  
	
   

  	
   

  	
   

  
	
  SECTION 6.7.

  	
  Compensation and Indemnity

  	
  32

  
	
   

  	
   

  	
   

  
	
  SECTION 6.8.

  	
  Replacement of the Indenture Trustee

  	
  32

  
	
   

  	
   

  	
   

  
	
  SECTION 6.9.

  	
  Successor Indenture Trustee by Merger

  	
  33

  
	
   

  	
   

  	
   

  
	
  SECTION 6.10.

  	
  Appointment of Co-Trustee or Separate Trustee

  	
  34

  
	
   

  	
   

  	
   

  
	
  SECTION 6.11.

  	
  Eligibility; Disqualification

  	
  35

  
	
   

  	
   

  	
   

  
	
  SECTION 6.12.

  	
  Preferential Collection of Claims Against the
  Issuing Entity

  	
  36

  
	
   

  	
   

  	
   

  
	
  SECTION 6.13.

  	
  Information to Be Provided by the Indenture Trustee

  	
  36

  
	
   

  	
   

  	
   

  
	
  SECTION 6.14.

  	
  Representations and Warranties

  	
  36

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  Noteholders’
  Lists and Reports

  	
  37

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
  Issuing Entity To Furnish Indenture Trustee Names
  and Addresses of Noteholders

  	
  37

  
	
   

  	
   

  	
   

  
	
  SECTION 7.2.

  	
  Preservation of Information; Communications to
  Noteholders

  	
  37

  
	
   

  	
   

  	
   

  
	
  SECTION 7.3.

  	
  Reports by Issuing Entity

  	
  37

  
	
   

  	
   

  	
   

  
	
  SECTION 7.4.

  	
  Required Filings

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  Accounts,
  Disbursements and Releases

  	
  38

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
  Collection of Money

  	
  38

  
	
   

  	
   

  	
   

  
	
  SECTION 8.2.

  	
  Trust Accounts

  	
  38

  
	
   

  	
   

  	
   

  
	
  SECTION 8.3.

  	
  General Provisions Regarding Accounts

  	
  40

  
	
   

  	
   

  	
   

  
	
  SECTION 8.4.

  	
  Release of Trust Estate

  	
  41

  
	
   

  	
   

  	
   

  
	
  SECTION 8.5.

  	
  Opinion of Counsel

  	
  41

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  Supplemental
  Indentures

  	
  42

  
					



 


iii

















 


	
  SECTION 9.1.

  	
  Supplemental Indentures Without Consent of
  Noteholders

  	
  42

  
	
   

  	
   

  	
   

  
	
  SECTION 9.2.

  	
  Supplemental Indentures With Consent of Noteholders

  	
  43

  
	
   

  	
   

  	
   

  
	
  SECTION 9.3.

  	
  Execution of Supplemental Indentures

  	
  44

  
	
   

  	
   

  	
   

  
	
  SECTION 9.4.

  	
  Effect of Supplemental Indenture

  	
  44

  
	
   

  	
   

  	
   

  
	
  SECTION 9.5.

  	
  Conformity with Trust Indenture Act

  	
  45

  
	
   

  	
   

  	
   

  
	
  SECTION 9.6.

  	
  Reference in Notes to Supplemental Indentures

  	
  45

  
	
   

  	
   

  	
   

  
	
  SECTION 9.7.

  	
  Amendment without Consent

  	
  45

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  Redemption of
  Notes

  	
  45

  
	
   

  	
   

  	
   

  
	
  SECTION 10.1.

  	
  Redemption

  	
  45

  
	
   

  	
   

  	
   

  
	
  SECTION 10.2.

  	
  Form of Redemption Notice

  	
  46

  
	
   

  	
   

  	
   

  
	
  SECTION 10.3.

  	
  Notes Payable on Redemption Date

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  Miscellaneous

  	
  46

  
	
   

  	
   

  	
   

  
	
  SECTION 11.1.

  	
  Compliance Certificates and Opinions, etc.

  	
  46

  
	
   

  	
   

  	
   

  
	
  SECTION 11.2.

  	
  Form of Documents Delivered to Indenture Trustee

  	
  48

  
	
   

  	
   

  	
   

  
	
  SECTION 11.3.

  	
  Acts of Noteholders

  	
  49

  
	
   

  	
   

  	
   

  
	
  SECTION 11.4.

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

  	
  49

  
	
   

  	
   

  	
   

  
	
  SECTION 11.5.

  	
  Notices to Noteholders; Waiver

  	
  50

  
	
   

  	
   

  	
   

  
	
  SECTION 11.6.

  	
  Alternate Payment and Notice Provisions

  	
  50

  
	
   

  	
   

  	
   

  
	
  SECTION 11.7.

  	
  Conflict with Trust Indenture Act

  	
  51

  
	
   

  	
   

  	
   

  
	
  SECTION 11.8.

  	
  Effect of Headings and Table of Contents

  	
  51

  
	
   

  	
   

  	
   

  
	
  SECTION 11.9.

  	
  Successors and Assigns

  	
  51

  
	
   

  	
   

  	
   

  
	
  SECTION 11.10.

  	
  Severability

  	
  51

  
	
   

  	
   

  	
   

  
	
  SECTION 11.11.

  	
  Benefits of Indenture

  	
  51

  
	
   

  	
   

  	
   

  
	
  SECTION 11.12.

  	
  Legal Holidays

  	
  51

  
	
   

  	
   

  	
   

  
	
  SECTION 11.13.

  	
  Governing Law

  	
  51

  
	
   

  	
   

  	
   

  
	
  SECTION 11.14.

  	
  Counterparts

  	
  51

  
	
   

  	
   

  	
   

  
	
  SECTION 11.15.

  	
  Recording of Indenture

  	
  51

  
	
   

  	
   

  	
   

  
	
  SECTION 11.16.

  	
  Trust Obligation

  	
  52

  
	
   

  	
   

  	
   

  
	
  SECTION 11.17.

  	
  No Petition

  	
  52

  
	
   

  	
   

  	
   

  
	
  SECTION 11.18.

  	
  Inspection

  	
  52

  
					



 


iv

















 


	
  SECTION 11.19.

  	
  Subordination

  	
  53

  
	
   

  	
   

  	
   

  
	
  SECTION 11.20.

  	
  Information Requests.

  	
  53

  



 


v

















 


EXHIBITS


EXHIBIT A-1 Form
of A-1 Notes

EXHIBIT A-2 Form of A-2 Notes

EXHIBIT A-3 Form of A-3 Notes


EXHIBIT A-4 Form
of A-4 Notes


EXHIBIT A-5 Form
of Class B Notes


EXHIBIT B            Form
of Section 3.9 Officer’s Certificates


SCHEDULES


SCHEDULE P        Perfection
Representations & Warranties


 


vi

















 


INDENTURE dated as
of March 1, 2006 between CNH EQUIPMENT
TRUST 2006-A, a Delaware statutory trust (the “Issuing Entity”), and JPMORGAN CHASE BANK, N.A., a national
banking association (“JPMorgan”), as trustee and not in its individual capacity
(the “Indenture Trustee”).


 


Each party agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the Holders of the Issuing
Entity’s 4.98925% Class A-1 Asset Backed Notes (each an “A-1 Note”), 5.180% Class A-2 Asset Backed
Notes (each an “A-2 Note”),
5.200% Class A-3 Asset Backed Notes (each an “A-3
Note”), 5.270% Class A-4 Asset Backed Notes (each an “A-4 Note”) and the 5.400% Class B Asset
Backed Notes (each a “Class B Note”;
and together with the A-1 Notes, the A-2 Notes, the A-3 Notes, the A-4 Notes,
and the Class B Notes, the “Notes”).


 


GRANTING CLAUSE


 


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


 


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


 


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


 


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


 


(d)  the Liquidity Receivables Purchase Agreement
(only with respect to Owned Contracts) and the Purchase Agreement, including
the right of the Issuing Entity to cause CNHCA to repurchase Receivables from
the Seller under the circumstances described therein;


 


(e)  any proceeds from recourse to Dealers with
respect to the Receivables other than any interest in the Dealers’ reserve
accounts maintained with CNHCA;


 


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


 


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


 

















 


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


 


(j)  all present and future claims, demands,
causes and choses in action in respect of any or all of the foregoing and all
payments on or under and all proceeds of every kind and nature whatsoever in
respect of any or all of the foregoing, including all proceeds of the
conversion, voluntary or involuntary, into cash or other liquid property, all
cash proceeds, accounts, accounts receivable, notes, drafts, acceptances,
chattel paper, checks, deposit accounts, insurance proceeds, condemnation
awards, rights to payment of any and every kind and other forms of obligations
and receivables, instruments and other property that at any time constitute all
or part of or are included in the proceeds of any and all of the foregoing.


 


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


 


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


 


ARTICLE
I

Definitions and Incorporation by Reference


 


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


 


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


 


“Commission” means the Securities and Exchange
Commission.


 


“indenture securities” means the Notes.


 


“indenture security holder” means a Noteholder.


 


“indenture to be qualified” means this Indenture.


 


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


 


2

















 


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


 


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


 


SECTION 1.3.  Rules of Construction.  Unless the context otherwise requires: (i) a
term has the meaning assigned to it; (ii) an accounting term not otherwise
defined has the meaning assigned to it in accordance with generally accepted
accounting principles as in effect on the date hereof; (iii) “or” is not
exclusive; (iv) “including” means “including, without limitation”; and (v)
words in the singular include the plural and words in the plural include the
singular.


 


ARTICLE
II

The Notes


 


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


 


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


 


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


 


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


 


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


 


The Indenture Trustee shall upon Issuing Entity Order
authenticate and deliver A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes, and Class
B Notes for original issue in an aggregate principal amount of $293,000,000,
$280,000,000, $360,000,000, $181,350,000, 
and $35,650,000, respectively. 
The Outstanding Amount of A-1 Notes, A-2 Notes, A-3 Notes, A-4


 


3

















 


Notes and Class B
Notes at any time may not exceed such respective amounts except as provided in Section 2.5.


 


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


 


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


 


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


 


If temporary Notes are issued, the Issuing Entity will
cause Definitive Notes to be prepared without unreasonable delay.  After the preparation of Definitive Notes,
the temporary Notes shall be exchangeable for Definitive Notes upon surrender
of the temporary Notes at the office or agency of the Issuing Entity to be
maintained as provided in Section 3.2,
without charge to the Holder. Upon surrender for cancellation of any one or
more temporary Notes, the Issuing Entity shall execute and the Indenture
Trustee shall authenticate and deliver in exchange therefor a like principal
amount of Definitive Notes of authorized denominations. Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as if they were Definitive Notes.


 


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


 


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


 


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Upon surrender for registration of transfer of any
Note at the office or agency of the Issuing Entity to be maintained as provided
in Section 3.2, if the
requirements of Section 8-401(a) of the UCC are met, the Issuing Entity shall
execute, the Indenture Trustee shall authenticate and the Noteholder shall
obtain from the Indenture Trustee, in the name of the designated transferee or
transferees, one or more new Notes in any authorized denominations of a like
aggregate principal amount.


 


At the option of the Holder, Notes may be exchanged
for other new Notes of the same Class in any authorized denominations of a like
aggregate principal amount, upon surrender of the Notes to be exchanged at such
office or agency. Whenever any Notes are so surrendered for exchange, if the
requirements of Section 8-401(a) of the UCC are met, the Issuing Entity shall
execute, the Indenture Trustee shall authenticate and the Noteholder shall
obtain from the Indenture Trustee, the Notes that the Noteholder making the
exchange is entitled to receive.


 


By its acquisition of a Note or any interest therein,
each purchaser or transferee shall be deemed to represent and warrant that
either (a) it is not an “employee benefit plan” within the meaning of Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
ERISA, a “plan” as defined in Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”), an
entity deemed to hold “plan assets” of any of the foregoing or a “governmental
plan” as defined in Section 3(32) of ERISA that is subject to any law
substantially similar to ERISA or Section 4975 of the Code or (b) the
acquisition and holding of the Note or any interest therein will not result in
a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of
the Code or any substantially similar applicable law.


 


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


 


Every Note presented or surrendered for registration
of transfer or exchange shall be duly endorsed by, or be accompanied by a
written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Holder thereof or such Holder’s attorney duly authorized
in writing, with such signature guaranteed by an “eligible guarantor
institution” meeting the requirements of the Note Registrar, which requirements
include membership or participation in the Securities Transfer Agent’s
Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Exchange Act.


 


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


 


SECTION 2.5.  Mutilated, Destroyed, Lost or Stolen Notes.  If: (i) any mutilated Note is surrendered to
the Indenture Trustee, or the Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note, and (ii) there is
delivered to the


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.7.  Payment of Principal and Interest; Defaulted Interest.  (a)  
The A-1 Notes, A-2 Notes, A-3 Notes, A-4 Notes and Class B Notes shall
accrue interest at the A-1 Note Rate, the A-2 Note Rate, the A-3 Note Rate, the
A-4 Note Rate and the Class B Note Rate,


 


6

















 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.10.  Book-Entry Notes.  The Notes, upon original issuance, will be
issued in the form of typewritten Notes representing the Book-Entry Notes, to
be delivered to The Depository Trust Company (the initial Clearing Agency), or
its custodian, by, or on behalf of, the Issuing Entity. Such Notes shall
initially be registered on the Note Register in the name of Cede & Co., the
nominee of the initial Clearing Agency, and no Note Owner of such Note will
receive a Definitive Note representing such Note Owner’s interest in such Note,
except as provided in Section 2.12.  Unless and until definitive, fully
registered Notes (the “Definitive Notes”)
representing Notes have been issued to Note Owners:


 


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


 


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


 


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


 


(iv)  the rights of Note Owners shall be exercised
only through the Clearing Agency and shall be limited to those established by
law and agreements between such Note Owners and the Clearing Agency and/or the
Clearing Agency Participants pursuant to the Note Depository Agreement. Unless
and until Definitive Notes are issued, the Clearing Agency will make book-entry
transfers among the Clearing Agency Participants and receive and transmit
payments of principal of and interest on the Notes to such Clearing Agency
Participants; and


 


8

















 


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


 


SECTION 2.11.  Notices to Clearing Agency.  Whenever a notice or other communication to
the Noteholders is required under this Indenture, unless and until Definitive
Notes have been issued to Note Owners, the Indenture Trustee shall give all
such notices and communications to the Clearing Agency.


 


SECTION 2.12.  Definitive Notes.  Notes initially cleared through a clearing
agency may be issued in definitive, fully registered certificated form to
Noteholders if requested by the DTC participants to whom the Notes are credited
and in accordance with DTC’s rules and procedures. Upon any surrender to the
Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by
the Clearing Agency, accompanied by registration instructions, the Issuing
Entity shall execute, and the Indenture Trustee shall authenticate, the
Definitive Notes in accordance with the instructions of the Clearing Agency.
None of the Issuing Entity, the Note Registrar or the Indenture Trustee shall
be liable for any delay in delivery of such instructions and may conclusively
rely on, and shall be fully protected in relying on, such instructions. Upon
the issuance of Definitive Notes, the Indenture Trustee shall recognize the
Holders of the Definitive Notes as Noteholders.


 


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


 


ARTICLE
III

Covenants


 


SECTION 3.1.  Payment of Principal and Interest.  The Issuing Entity will duly and punctually
pay the principal and interest, if any, on the Notes in accordance with the
terms of the Notes and this Indenture.  Without limiting the foregoing, subject to Sections 8.2(c) and (e), the Issuing Entity will cause to be
distributed to Holders of the Notes all amounts on deposit in the Note
Distribution Account on a Payment Date deposited therein for the benefit of the
Notes pursuant to the Sale and Servicing Agreement.  Amounts properly withheld under the Code or


 


9

















 


any applicable State law by any Person from a payment
to any Noteholder of interest and/or principal shall be considered as having
been paid by the Issuing Entity to such Noteholder for all purposes of this
Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


10

















 


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


 


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


 


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


 


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


 


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


 


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


 


11

















 


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


 


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


 


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


 


(iii)  enforce any of the Collateral; or


 


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


 


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


 


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


 


(b)  On or
before April 30 in each calendar year commencing in the calendar year 2006 the
Issuing Entity shall furnish to the Indenture Trustee an Opinion of Counsel
either stating that, in the opinion of such counsel, such action has been taken
with respect to the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite
documents, and with respect to the execution and filing of any financing
statements and continuation statements, as is necessary to maintain the Lien
and security interest of this Indenture and reciting the details of such
action, or stating that in the opinion of such counsel no such action is
necessary to maintain such Lien and security interest. Such Opinion of Counsel
shall also describe the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite
documents, and the execution and filing of any financing statements, amendments
to financing statements and continuation statements, that will, in the opinion
of such counsel, be required to maintain the Lien and security interest of this
Indenture until April 30 in the following calendar year.


 


SECTION 3.7.  Performance of Obligations; Servicing of Receivables.  (a)   The Issuing Entity will not
take any action and will use its best efforts not to permit any action to be
taken by others that would release any Person from any material covenants or
obligations under any instrument or agreement included in the Trust Estate or
that would result in the amendment,


 


12

















 


hypothecation, subordination, termination or discharge
of, or impair the validity or effectiveness of, any such instrument or
agreement, except as expressly provided in this Indenture, the Sale and
Servicing Agreement or such other instrument or agreement.


 


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


 


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


 


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


 


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


 


13

















 


case the Indenture Trustee shall become the Successor
Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be
entitled to act through or appoint as Servicer any one of its Affiliates; provided, that it shall be fully liable
for the actions and omissions of such Affiliate in its capacity as Successor
Servicer.  Notwithstanding anything else
herein to the contrary, in no event shall the Indenture Trustee be liable for
any servicing fee or for any differential in the amount of the Servicing Fee
paid hereunder and the amount necessary to induce any successor Servicer to act
as Successor Servicer under this Indenture and the transactions set forth or
provided for herein, or be liable for or be required to make any servicer
advances.


 


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


 


(g)  Without
derogating from the absolute nature of the assignment Granted to the Indenture
Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
the Issuing Entity agrees that it will not, without the prior written consent
of the Indenture Trustee or the Holders of at least a majority of the
Outstanding Amount, amend, modify, waive, supplement, terminate or surrender,
or agree to any amendment, modification, supplement, termination, waiver or
surrender of, the terms of any Collateral (except to the extent otherwise
provided in the Sale and Servicing Agreement) or the Basic Documents, or waive
timely performance or observance by the Servicer or the Seller under the Sale
and Servicing Agreement or CNHCA under the Purchase Agreement; provided, however, that no such amendment
shall: (i) increase or reduce in any manner the amount of, or accelerate or
delay the timing of, distributions that are required to be made for the benefit
of the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that
are required to consent to any such amendment, in either case without the
consent of the Holders of all the Outstanding Notes. If any such amendment,
modification, supplement or waiver shall be so consented to by the Indenture
Trustee or such Holders, the Issuing Entity agrees, promptly following a
request by the Indenture Trustee to do so, to execute and deliver, in its own
name and at its own expense, such agreements, instruments, consents and other
documents as the Indenture Trustee may deem necessary or appropriate in the
circumstances.


 


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


 


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


 


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


 


14

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


15

















 


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


 


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


 


(b)  The Issuing
Entity shall not convey or transfer any of its properties or assets, including
those included in the Trust Estate, to any Person, unless:


 


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


 


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


 


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


 


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


 


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


 


(vi)  the Issuing Entity shall have delivered to
the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each
stating that such conveyance or transfer and such supplemental indenture comply
with this Article and that all conditions precedent


 


16

















 


herein provided for relating to such transaction have
been complied with (including any filing required by the Exchange Act).


 


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


 


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


 


SECTION 3.12.  No Other Business.  The Issuing Entity shall not engage in any
business other than financing, purchasing, owning, selling and managing of the
Receivables in the manner contemplated by this Indenture and the Basic
Documents and activities incidental thereto.


 


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


 


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


 


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


 


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


 


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


 


SECTION 3.18.  Restricted Payments.  The Issuing Entity shall not, directly or
indirectly: (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Trustee or any owner of a beneficial interest in the Issuing
Entity or otherwise with respect to any ownership or equity interest or security
in or of the Issuing Entity or to the Servicer or the Administrator, (ii)
redeem, purchase,


 


17

















 


retire or otherwise acquire for value any such
ownership or equity interest or security or (iii) set aside or otherwise
segregate any amounts for any such purpose; provided,
however, that the Issuing Entity may make, or cause to be made,
distributions to the Servicer, the Trustee, the Certificateholders and the
Administrator as contemplated by, and to the extent funds are available for
such purpose under, the Sale and Servicing Agreement.  The Issuing Entity will not, directly or
indirectly, make payments to or distributions from the Collection Account
except in accordance with this Indenture and the other Basic Documents.


 


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


 


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


 


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


 


ARTICLE
IV

Satisfaction and Discharge


 


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


 


(A)  either:


 


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


 


18

















 


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


 


(i)  have become due and payable,


 


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


 


(iii)  are to be called for redemption within one
year under arrangements satisfactory to the Indenture Trustee for the giving of
notice of redemption by the Indenture Trustee in the name, and at the expense,
of the Issuing Entity,


 


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


 


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


 


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


 


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


 


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


 


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ARTICLE
V

Remedies


 


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


 


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


 


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


 


(iii)  default in the observance or performance of
any covenant or agreement of the Issuing Entity made in this Indenture (other
than a covenant or agreement a default in the observance or performance of
which is elsewhere in this Section
specifically dealt with), or any representation or warranty of the Issuing
Entity made in this Indenture or in any certificate or other writing delivered
pursuant hereto or in connection herewith proving to have been incorrect in any
material respect as of the time when the same shall have been made, and such
default shall continue or not be cured, or the circumstance or condition in
respect of which such misrepresentation or warranty was incorrect shall not
have been eliminated or otherwise cured, for a period of 30 days after there
shall have been given, by registered or certified mail, to the Issuing Entity
by the Indenture Trustee or to the Issuing Entity and the Indenture Trustee by
the Holders of at least 25% of the Outstanding Amount of the Notes, a written
notice specifying such default or incorrect representation or warranty and
requiring it to be remedied and stating that such notice is a notice of Default
hereunder;


 


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


 


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


 


20

















 


become due, or the taking of action by the Issuing
Entity in furtherance of any of the foregoing.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


21

















 


as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements
and advances of the Indenture Trustee and its agents and counsel.


 


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


 


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


 


(d)  In case
there shall be pending, relative to the Issuing Entity or any other obligor
upon the Notes or any Person having or claiming an ownership interest in the
Trust Estate, Proceedings under Title 11 of the United States Code or any other
applicable federal or State bankruptcy, insolvency or other similar law, or in
case a receiver, assignee, trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken possession
of the Issuing Entity or its property or such other obligor or Person, or in
case of any other comparable judicial Proceedings relative to the Issuing
Entity or other obligor upon the Notes, or to the creditors or property of the
Issuing Entity or such other obligor, the Indenture Trustee, irrespective of
whether the principal of any Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Indenture Trustee shall have made any demand pursuant to this Section, shall be entitled and empowered,
by intervention in such Proceedings or otherwise:


 


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


 


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


 


22

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


23

















 


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


 


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


 


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


 


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


 


provided,
however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, other than an Event
of Default described in Section 5.1(i) or
(ii), unless: (A) all the
Noteholders consent thereto, (B) the proceeds of such sale or liquidation
distributable to the Noteholders are sufficient to discharge in full all
amounts then due and unpaid upon such Notes for principal and interest or (C)
the Indenture Trustee determines that the Trust Estate will not continue to
provide sufficient funds for the payment of principal of and interest on the
Notes as they would have become due if the Notes had not been declared due and
payable, and the Indenture Trustee obtains the consent of Holders of 66 2/3% of
the Outstanding Amount of the Notes. In determining such sufficiency or
insufficiency with respect to clauses (B) and
(C), the Indenture Trustee may,
but need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Trust Estate for such purpose.
 The Indenture Trustee shall incur no
liability as a result of the sale of the Trust Estate or any part thereof at
any sale pursuant to this Section 5.4
conducted in a commercially reasonable manner. 
Each of the Issuing Entity and Holders hereby waives any claims against
the Indenture Trustee arising by reason of the fact that the price at which the
Trust Estate may have been sold at such sale was less than the price that might
have been obtained, even if the Indenture Trustee accepts the first offer received
and does not offer the Trust Estate to more than one offeree, so long as such
sale is conducted in a commercially reasonable manner.


 


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


 


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


 


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


 


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


 


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


 


FIFTH: first,
to the Backup Servicer, to cover any accrued and unpaid reimbursable expenses
(including the Backup Servicer Expenses) to the extent


 


24

















 


unreimbursed after application of Section 4.12 of the Sale and Servicing
Agreement and second to the Servicer, to cover any accrued and unpaid
reimbursable expenses; and


 


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


 


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


 


SECTION 5.5.  Optional Preservation of the Receivables.  If the Notes have been declared to be due and
payable under Section 5.2 following
an Event of Default, and such declaration and its consequences have not been
rescinded and annulled, the Indenture Trustee may, but need not, elect to
maintain possession of the Trust Estate. 
It is the desire of the parties hereto and the Noteholders that there be
at all times sufficient funds for the payment of principal of and interest on
the Notes, and the Indenture Trustee shall take such desire into account when
determining whether or not to maintain possession of the Trust Estate.  In determining whether to maintain possession
of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely
upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


25

















 


priority or
preference over any other Holder(s) or to enforce any right under this Indenture,
except in the manner herein provided.


 


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


 


SECTION 5.7.  Unconditional Rights of Noteholders To Receive
Principal and Interest. 
Notwithstanding any other provisions in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture (or,
in the case of redemption, on or after the Redemption Date) and to institute
suit for the enforcement of any such payment, and such right shall not be
impaired without the consent of such Holder.


 


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


 


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


 


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


 


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


 


26

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


27

















 


dates expressed in such Note and in this Indenture
(or, in the case of redemption, on or after the Redemption Date).


 


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


 


SECTION 5.15.  Action on Notes.  The Indenture Trustee’s right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture.  Neither the Lien of
this Indenture nor any rights or remedies of the Indenture Trustee or the
Noteholders shall be impaired by the recovery of any judgment by the Indenture
Trustee against the Issuing Entity or by the levy of any execution under such
judgment upon any portion of the Trust Estate or upon any of the assets of the
Issuing Entity. Any money or property collected by the Indenture Trustee shall
be applied in accordance with Section
5.4(b).


 


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


 


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


 


28

















 


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


 


ARTICLE
VI

The Indenture Trustee


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


29

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


30

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 6.6.  Reports by Indenture Trustee to the Holders.  The Indenture Trustee shall deliver to each
Noteholder such information as may be required to enable such Holder to prepare
its federal, State and other income tax returns. Within 60 days after each
December 31, starting with December 31, 2006, the Indenture Trustee shall
mail to each Noteholder a brief report as of such December 31 that complies
with TIA § 313(a) (if required by said section).


 


31

















 


SECTION 6.7.  Compensation and Indemnity.  The Issuing Entity shall, or shall cause the
Servicer to, pay to the Indenture Trustee from time to time reasonable
compensation for its services as agreed to between the Issuing Entity and the
Indenture Trustee in writing. The Indenture Trustee’s compensation shall not be
limited by any law on compensation of a trustee of an express trust. The
Issuing Entity shall, or shall cause the Servicer to, reimburse the Indenture
Trustee for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Indenture Trustee’s agents, counsel,
accountants and experts. The Issuing Entity shall or shall cause the Servicer
to indemnify the Indenture Trustee and its officers, directors, employees and
agents against any and all loss, liability or expense (including attorneys’
fees and expenses) incurred by them in connection with the administration of
this trust and the performance of its duties hereunder. The Indenture Trustee
shall notify the Issuing Entity and the Servicer promptly of any claim for
which it may seek indemnity. Failure by the Indenture Trustee to so notify the
Issuing Entity and the Servicer shall not relieve the Issuing Entity or the
Servicer of its respective obligations hereunder. The Issuing Entity shall, or
shall cause the Servicer to, defend the claim and the Indenture Trustee may
have separate counsel and the Issuing Entity shall, or shall cause the Servicer
to, pay the reasonable fees and expenses of such counsel. Notwithstanding
anything to the contrary contained herein, neither the Issuing Entity nor the
Servicer need reimburse any expense or indemnify against any loss, liability or
expense incurred by the Indenture Trustee through the Indenture Trustee’s own
willful misconduct, negligence or bad faith.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)  Any
separate trustee or co-trustee may at any time constitute the Indenture Trustee
as its agent or attorney-in-fact with full power and authority, to the extent
not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any


 


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separate trustee or co-trustee shall die, become
incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Indenture
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.


 


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


 


SECTION 6.11.  Eligibility; Disqualification.  The Indenture Trustee shall at all times
satisfy the requirements of TIA § 310(a) and, upon Issuing Entity Order,
Section 26(a)(1) of the Investment Company Act of 1940, as amended. The
Indenture Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition and it shall have a long term senior, unsecured debt rating of “Baa3”
or better by Moody’s (or, if not rated by Moody’s, a comparable rating by
another statistical rating agency). The Indenture Trustee shall comply with TIA
§ 310(b), including the optional provision permitted by the second sentence of
TIA § 310(b)(9); provided, however,
that there shall be excluded from the operation of TIA § 310(b)(1) any
indenture(s) under which other securities of the Issuing Entity are outstanding
if the requirements for such exclusion set forth in TIA § 310(b)(1) are
met.


 


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


 


In the case of the appointment hereunder of a
successor Indenture Trustee with respect to any Class of Notes, the Issuing
Entity, the retiring Indenture Trustee and the successor Indenture Trustee with
respect to such Class of Notes shall execute and deliver an indenture
supplemental hereto wherein the each successor Indenture Trustee shall accept
such appointment and which (i) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, the successor
Indenture Trustee all the rights, powers, trusts and duties of the retiring
Indenture Trustee with respect to the Notes of the Class to which the
appointment of such successor Indenture Trustee relates, (ii) if the retiring
Indenture Trustee is not retiring with respect to all Classes of Notes, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Indenture
Trustee with respect to the Notes of each Class as to which the retiring
Indenture Trustee is not retiring shall continue to be vested in the retiring
Indenture Trustee, and (iii) shall add to or change any


 


35

















 


of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Indenture Trustee, it
being understood that nothing herein or in such supplemental indenture shall
constitute such Indenture Trustees co-trustees of the same trust and that each
such Indenture Trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such
Indenture Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Indenture Trustee shall
become effective to the extent provided therein.


 


SECTION 6.12.  Preferential Collection of Claims Against the Issuing
Entity.  The Indenture
Trustee shall comply with TIA § 311(a), excluding any creditor relationship
listed in TIA § 311(b). An Indenture Trustee who has resigned or been removed
shall be subject to TIA § 311(a) to the extent indicated.


 


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


 


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


 


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


 


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


 


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


 


(d)  to best of
the Indenture Trustee’s knowledge, there are no proceedings or investigations
pending or threatened before any court, regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the Indenture
Trustee or its properties: (i) asserting the invalidity of this Indenture, (ii)
seeking to prevent the consummation of any of the transactions contemplated by
this Indenture or (iii) seeking any determination or


 


36

















 


ruling that might
materially and adversely affect the performance by the Indenture Trustee of its
obligations under, or the validity or enforceability of, this Indenture; and


 


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


 


ARTICLE
VII

Noteholders’ Lists and Reports


 


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


 


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


 


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


 


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


 


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


 


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


 


37

















 


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


 


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


 


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


 


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


 


ARTICLE
VIII

Accounts, Disbursements and Releases


 


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


 


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


 


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


 


38

















 


Note Distribution Account as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


39

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


40

















 


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


 


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


 


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


 


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


 


SECTION 8.5.  Opinion of Counsel.  The Indenture Trustee shall receive at least
seven days’ notice when requested by the Issuing Entity to take any action
pursuant to Section 8.4(a),
accompanied by copies of any instruments involved, and the Indenture Trustee
shall also require, as a condition to such action, an Opinion of Counsel
stating the legal effect of any such action, outlining the steps required to
complete the same, and concluding that all conditions precedent to the taking of
such action have been complied with and such action will not materially and
adversely impair the security for the Notes or the rights of the Noteholders in
contravention of this Indenture; provided,
however, that such Opinion of Counsel shall not be required to
express an opinion as to the fair value of the Trust Estate. Counsel rendering
any such opinion may rely,


 


41

















 


without independent investigation, on the accuracy and
validity of any certificate or other instrument delivered to the Indenture
Trustee in connection with any such action.


 


ARTICLE
IX

Supplemental Indentures


 


SECTION 9.1.  Supplemental Indentures Without Consent of
Noteholders.  (a)   Without the consent of the Holders of Notes
but with prior written notice to the Rating Agencies, the Issuing Entity and
the Indenture Trustee, when authorized by an Issuing Entity Order, at any time
and from time to time, may enter into one or more indentures supplemental
hereto (which shall conform to the Trust Indenture Act as in force at the date
of the execution thereof), in form satisfactory to the Indenture Trustee, for
any of the following purposes:


 


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


 


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


 


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


 


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


 


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


 


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


 


(vii)  to evidence and provide for the acceptance of
the appointment hereunder by a successor or additional trustee with respect to
the Notes or any class thereof and to add to or change any of the provisions of
this Indenture as shall be necessary to facilitate the administration of the
trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or


 


(viii)  to modify, eliminate or add to the provisions
of this Indenture to such extent as shall be necessary to effect the
qualification of this Indenture under the TIA or


 


42

















 


under any similar federal statute hereafter enacted
and to add to this Indenture such other provisions as may be expressly required
by the TIA.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 9.3.  Execution of Supplemental Indentures.  In executing, or permitting the additional
trusts created by, any supplemental indenture permitted by this Article IX or the modifications thereby of
the trusts created by this Indenture, the Indenture Trustee shall be entitled
to receive, and, subject to Sections 6.1 and
6.2, shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.  The Indenture Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee’s own rights, duties, liabilities or immunities under this
Indenture or otherwise.


 


SECTION 9.4.  Effect of Supplemental Indenture.  Upon the execution of any supplemental
indenture pursuant to the provisions hereof, this Indenture shall be and be
deemed to be modified and amended in accordance therewith with respect to the
Notes affected thereby,


 


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and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of the
Indenture Trustee, the Issuing Entity and the Holders of the Notes shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.


 


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


 


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


 


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


 


ARTICLE
X

Redemption of Notes


 


SECTION 10.1.  Redemption.  (a)  
The Notes are subject to redemption in whole, but not in part, at the
direction of CNHCA pursuant to Section
9.1(a) of the Sale and Servicing Agreement, on any Payment Date on
which CNHCA exercises its option to purchase the Trust Estate pursuant to said Section 9.1(a), for a purchase price equal
to the Redemption Price; provided, however,
that the Issuing Entity has available funds sufficient to pay the Redemption
Price.  The Servicer or the Issuing
Entity shall furnish the Rating Agencies notice of such redemption.  If such Notes are to be redeemed pursuant to
this Section 10.1, CNHCA or the
Issuing Entity shall furnish notice of such election to the Indenture Trustee
not later than 25 days prior to the Redemption Date and the Issuing Entity
shall deposit with the Indenture Trustee in the Note Distribution Account the
Redemption Price of the Notes to be redeemed.


 


(b)  Reserved.


 


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


 


All notices of redemption shall state:


 


(i)  the Redemption Date;


 


(ii)  the Redemption Price;


 


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


 


(iv)  the CUSIP numbers of the affected Notes.


 


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


 


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


 


ARTICLE
XI

Miscellaneous


 


SECTION 11.1.  Compliance Certificates and Opinions, etc.    (a)  
Upon any application or request by the Issuing Entity to the Indenture
Trustee to take any action under this Indenture, the Issuing Entity shall
furnish to the Indenture Trustee: (i) an Officer’s Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, (ii) an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with and (iii) (if required by the TIA) an Independent
Certificate from a firm of certified public accountants meeting the applicable
requirements of this Section,
except that, in the case of any such application or request as to which the
furnishing of such documents is specifically required by this Indenture, no
additional certificate or opinion need be furnished.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iii)  Other than with respect to property as
contemplated by clause (v),
whenever any Collateral or other property or securities are to be released from
the Lien of this Indenture, the Issuing Entity shall also furnish to the
Indenture Trustee an Officer’s Certificate certifying or stating the opinion of
each person signing such certificate as to the fair value (within 90 days after
such release) of the Collateral or other property or securities proposed to be
released and stating that in the opinion of such person the proposed release
will not impair the security under this Indenture in contravention of the
provisions hereof.


 


(iv)  Whenever the Issuing Entity is required to
furnish to the Indenture Trustee an Officer’s Certificate certifying or stating
the opinion of any signer thereof as to the matters described in clause (iii), the Issuing Entity shall
also furnish to the Indenture


 


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


 


(v)  Notwithstanding Section 2.9 or any other provision of this Section, the Issuing Entity may, without
compliance with the requirements of the other provisions of this Section: (A) collect, liquidate, sell or
otherwise dispose of Receivables and Financed Equipment as and to the extent
permitted or required by the Basic Documents and (B) make cash payments out of
the Trust Accounts as and to the extent permitted or required by the Basic
Documents so long as the Issuing Entity shall deliver to the Indenture Trustee
every six months, commencing March 1, 2006, an Officer’s Certificate of the
Issuing Entity stating that all such dispositions of Collateral that occurred
since the execution of the previous such Officer’s Certificate (or for the
first such Officer’s Certificate, since the Closing Date) were in the ordinary
course of the Issuing Entity’s business and that the proceeds thereof were
applied in accordance with the Basic Documents.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 11.4.  Notices, etc., to the Indenture Trustee, Issuing
Entity and Rating Agencies. 
Any request, demand, authorization, direction, notice, consent, waiver
or Act of Noteholders, or other documents provided or permitted by this
Indenture, shall be in writing and, if such request, demand, authorization,
direction, notice, consent, waiver or Act of Noteholders is to be made upon,
given or furnished to or filed with:


 


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


 


(b)  the Issuing Entity by the Indenture Trustee
or by any Noteholder, shall be sufficient for every purpose hereunder if in
writing and mailed, first-class, postage


 


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prepaid, to the Issuing Entity addressed to: CNH
Equipment Trust 2006-A, in care of The Bank of New York, 101 Barclay Street,
Floor 8W, New York, New York 10286, Attention: Corporate Trust Administration -
Asset Backed Finance Unit, and to New Holland Credit Company, LLC, as
Administrator, 33 South Railroad Avenue, New Holland Pennsylvania, Attention: Finance
Manager; with a copy to: New Holland Credit Company, LLC, 100 South Saunders
Road, Lake Forest, Illinois 60045, Attention: Senior Counsel, or at any other
address previously furnished in writing to the Indenture Trustee by the Issuing
Entity or the Administrator. The Issuing Entity shall promptly transmit any
notice received by it from the Noteholders to the Indenture Trustee.


 


Notices required to be given to the Rating Agencies by
the Issuing Entity, the Indenture Trustee or the Trustee shall be in writing,
personally delivered or mailed by certified mail, return receipt requested, to
their respective addresses set forth in Section
10.3 of the Sale and Servicing Agreement.


 


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


 


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


 


In case, by reason of the suspension of regular mail
service, it shall be impractical to mail notice of any event to Noteholders
when such notice is required to be given pursuant to this Indenture, then any
manner of giving such notice as shall be satisfactory to the Indenture Trustee
shall be deemed to be a sufficient giving of such notice.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 11.12.  Legal Holidays.  In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such
date, but may be made on the next Business Day with the same force and effect
as if made on the date on which nominally due, and no interest shall accrue for
the period from and after any such nominal date.


 


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


 


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


 


SECTION 11.15.  Recording of Indenture.  If this Indenture is subject to recording in
any public recording offices, such recording is to be effected by the Issuing
Entity and, at its expense, accompanied by an Opinion of Counsel (which may be
counsel to the Indenture Trustee or any other counsel reasonably acceptable to
the Indenture Trustee) to the effect that such recording is


 


51

















 


necessary either for the protection of the Noteholders
or any other Person secured hereunder or for the enforcement of any right or
remedy granted to the Indenture Trustee under this Indenture.


 


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


 


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


 


SECTION 11.18.  Inspection.  The Issuing Entity agrees that, on reasonable
prior notice, it will permit any representative of the Indenture Trustee,
during the Issuing Entity’s normal business hours, to examine all the books of
account, records, reports and other papers of the Issuing Entity, to make
copies and extracts therefrom, to cause such books to be audited by Independent
certified public accountants, and to discuss the Issuing Entity’s affairs,
finances and accounts with the Issuing Entity’s officers, employees and
Independent certified public accountants, all at such reasonable times and as
often as may be reasonably requested. The Indenture Trustee shall and shall
cause its representatives to hold in confidence all such information; provided, however, that the foregoing
shall not be construed to prohibit: (i) disclosure of any and all information
that is or becomes publicly known, or information obtained by the Indenture
Trustee from sources other than the Issuing Entity or Servicer, (ii) disclosure
of any and all information: (A) if required to do so by any applicable statute,
law, rule or regulation, (B) to any government agency or regulatory or
self-regulatory body having or claiming authority to regulate or oversee any
aspects of the Indenture Trustee’s business or that of its Affiliates, (C)
pursuant to any subpoena, civil investigative demand or similar demand or
request of any court, regulatory authority, arbitrator or arbitration to which
the Indenture Trustee or an Affiliate or any


 


52

















 


officer, director, employee or shareholder thereof is
subject, (D) in any preliminary or final offering circular, registration
statement or contract or other document pertaining to the transactions
contemplated by the Indenture and approved in advance by the Issuing Entity or
(E) to any Affiliate, independent or internal auditor, agent, employee or
attorney of the Indenture Trustee having a need to know the same; provided, that the Indenture Trustee
advises such recipient of the confidential nature of the information being
disclosed and such recipient agrees to keep such information confidential, and provided further, that the Indenture
Trustee promptly notifies the Issuing Entity of any disclosure of such
information that it is required to make pursuant to the preceding clause (A), (B) or (C) so
that the Issuing Entity may seek appropriate protective orders or restrictions
on the disclosure of the information involved; (iii) any other disclosure
authorized by the Issuing Entity or the Servicer or (iv) disclosure to the
other parties to the transactions contemplated by the Basic Documents.


 


SECTION 11.19.  Subordination.  Issuing Entity and each Noteholder by
accepting a Note acknowledge and agree that such Note represents indebtedness
of Issuing Entity and does not represent an interest in any assets (other than
the Trust Estate) of CNHCR (including by virtue of any deficiency claim in
respect of obligations not paid or otherwise satisfied from the Trust Estate
and proceeds thereof).  In furtherance of
and not in derogation of the foregoing, to the extent CNHCR enters into other
securitization transactions, Issuing Entity as well as each Noteholder by accepting
a Note acknowledge and agree that it shall have no right, title or interest in
or to any assets (or interests therein) (other than Trust Estate) conveyed or
purported to be conveyed by CNHCR to another securitization trust or other
Person or Persons in connection therewith (whether by way of a sale, capital
contribution or by virtue of the granting of a lien) (“Other Assets”).  To the extent that, notwithstanding the
agreements and provisions contained in the preceding sentences of this
subsection, Issuing Entity or any Noteholder either (i) asserts an interest or
claim to, or benefit from, Other Assets, whether asserted against or through
CNHCR or any other Person owned by CNHCR, or (ii) is deemed to have any such
interest, claim or benefit in or from Other Assets, whether by operation of
law, legal process, pursuant to applicable provisions of insolvency laws or
otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any
successor provision having similar effect under the Bankruptcy Code), and
whether deemed asserted against or through CNHCR or any other Person owned by
CNHCR, then Issuing Entity and each Noteholder by accepting a Note further
acknowledge and agree that any such interest, claim or benefit in or from Other
Assets is and shall be expressly subordinated to the indefeasible payment in
full of all obligations and liabilities of CNHCR which, under the terms of the
relevant documents relating to the securitization of such Other Assets, are
entitled to be paid from, entitled to the benefits of, or otherwise secured by
such Other Assets (whether or not any such entitlement or security interest is
legally perfected or otherwise entitled to a priority of distribution or
application under applicable law, including insolvency laws, and whether
asserted against CNHCR or any other Person owned by CNHCR), including, the
payment of post-petition interest on such other obligations and
liabilities.  This subordination
agreement shall be deemed a subordination agreement within the meaning of
Section 510(a) of the Bankruptcy Code. 
Each Noteholder further acknowledges and agrees that no adequate remedy
at law exists for a breach of this Section
11.19 and the terms of this Section
11.19 may be enforced by an action for specific performance.


 


SECTION 11.20.  Information Requests.  The parties hereto shall provide any
information reasonably requested by the Issuing Entity or any of its
Affiliates, at the expense of


 


53

















 


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


 


[the remainder of this page intentionally left blank]


 


54

















 


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


 


	
   

  	
  CNH EQUIPMENT TRUST 2006-A;

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Bank Of New
  York,

  	
   

  
	
   

  	
   

  	
  not in its individual
  capacity but solely as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Catherine Murray

  	
   

  
	
   

  	
  Name: Catherine
  Murray

  
	
   

  	
  Title: Assistant
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
  not in its individual capacity but solely

  
	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Keith Richardson

  	
   

  
	
   

  	
   

  	
  Name: Keith Richardson

  
	
   

  	
   

  	
  Title: Attorney-In-Fact

  
						



 


S-1

















 


EXHIBIT A-1


to Indenture


 


FORM OF A-1 NOTES


 


	
  REGISTERED

  	
   

  	
  $293,000,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12613X DA 6

  



 


Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity or its agent
for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.


 


THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS
AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


CNH EQUIPMENT TRUST 2006-A


 


4.98925% CLASS A-1 ASSET BACKED NOTES


 


CNH Equipment Trust 2006-A, a trust organized and
existing under the laws of the State of Delaware (including any successor, the “Issuing Entity”), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the principal
sum of TWO HUNDRED NINETY-THREE MILLION DOLLARS ($293,000,000), partially
payable on each Payment Date in an amount equal to the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal on the A-1
Notes pursuant to Section 3.1 of
the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the April 5, 2007 Payment Date and the Redemption Date, if
any, pursuant to Section 10.1(a)
of the Indenture. The Issuing Entity will pay interest on this Note at the rate
per annum shown above, on each Payment Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date), subject to certain
limitations contained in Section 3.1
of the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but excluding
the then current Payment Date or, if no interest has yet been paid, from the
date hereof. Interest will be computed on the basis of a 360-day year and the
actual number of days in


 






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


 

















 


the applicable
Interest Period. Such principal of and interest on this Note shall be paid in the
manner specified in the Indenture.


 


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


 


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


 


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


 

















 


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


 


	
  Dated: March
      , 2006

  	
   

  
	
   

  	
   

  
	
   

  	
  CNH EQUIPMENT TRUST 2006-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Bank of New
  York,

  
	
   

  	
   

  	
  not in its
  individual capacity but solely as Trustee

  
	
   

  	
   

  	
  under the Trust
  Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  	
   

  
						



 

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
  Dated: March
      , 2006

  
	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
  not in its
  individual capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of Notes
of the Issuing Entity, designated as its 4.98925% Class A-1 Asset Backed Notes
(herein called the “A-1 Notes” or
the “Notes”), all issued under an
Indenture dated as of March 1, 2006 (such Indenture, as supplemented or
amended, is herein called the “Indenture”)
between the Issuing Entity and JPMorgan Chase Bank, N.A., not in its individual
capacity but solely as trustee (the “Indenture
Trustee”, which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuing Entity, the Indenture Trustee and the
Holders of the Notes. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are not otherwise defined herein and that are
defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture.


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 

















 


ASSIGNMENT


 


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


 


 


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




 


(name and address of assignee)


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   */

  
	
   

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  



 






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


 

















 


EXHIBIT A-2


to Indenture


 


FORM OF A-2 NOTES


 


	
  REGISTERED

  	
   

  	
  $280,000,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12613X DB 4

  



 


Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity or its agent
for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.


 


THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS
AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


CNH EQUIPMENT TRUST 2006-A


 


5.180% CLASS A-2 ASSET BACKED NOTES


 


CNH Equipment Trust 2006-A, a trust organized and
existing under the laws of the State of Delaware (including any successor, the “Issuing Entity”), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the principal
sum of TWO HUNDRED EIGHTY MILLION DOLLARS ($280,000,000), partially payable on
each Payment Date in an amount equal to the aggregate amount, if any, payable
from the Note Distribution Account in respect of principal on the A-2 Notes
pursuant to Section 3.1 of the
Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the November 17, 2008 Payment Date and the Redemption Date,
if any, pursuant to Section 10.1(a) of the Indenture. Except as provided in
Section 5.4 of the Indenture, no payments of principal of the Notes will be
made until the principal of the A-1 Notes has been paid in full. The Issuing
Entity will pay interest on this Note at the A-2 Note Rate, on each Payment
Date until the principal of this Note is paid or made available for payment, on
the principal amount of this Note outstanding on the preceding Payment Date
(after giving effect to all payments of principal made on the preceding Payment
Date), subject to certain limitations contained in Section 3.1 of the Indenture. Interest on this Note
will accrue for each Payment Date from the most recent Payment Date on which
interest has been paid to but excluding the then current Payment Date or, if no


 






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


 

















 


interest has yet
been paid, from the date hereof. Interest will be computed on the basis of a
360-day year consisting of twelve 30-day months. Such principal of and interest
on this Note shall be paid in the manner specified in the Indenture.


 


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


 


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


 


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


 


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


 


	
  Dated: March
       , 2006

  	
   

  
	
   

  	
   

  
	
   

  	
  CNH EQUIPMENT TRUST 2006-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Bank of New
  York,

  
	
   

  	
   

  	
  not in its
  individual capacity but solely as Trustee under the

  Trust Agreement

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title

  	
   

  	
   

  
						



 

















 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
  Dated: March
      , 2006

  
	
   

  
	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
  not in its
  individual capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of Notes
of the Issuing Entity, designated as its 5.180% Class A-2 Asset Backed Notes
(herein called the “A-2 Notes” or
the “Notes”), all issued under an
Indenture dated as of March 1, 2006 (such Indenture, as supplemented or
amended, is herein called the “Indenture”)
between the Issuing Entity and JPMorgan Chase Bank, N.A., not in its individual
capacity but solely as trustee (the “Indenture
Trustee”, which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuing Entity, the Indenture Trustee and the
Holders of the Notes. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are not otherwise defined herein and that are
defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture.


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 

















 


ASSIGNMENT


 


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


 


 


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




 


(name and address of assignee)


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   */

  
	
   

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  



 






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


 

















 


EXHIBIT A-3

to Indenture


 


FORM OF A-3 NOTES


 


	
  REGISTERED

  	
   

  	
  $360,000,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12613X DC 2

  



 


Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity or its agent
for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.


 


THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS
AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


CNH EQUIPMENT TRUST 2006-A


 


5.200% CLASS A-3 ASSET BACKED NOTES


 


CNH Equipment Trust 2006-A, a trust organized and
existing under the laws of the State of Delaware (including any successor, the “Issuing Entity”), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the principal
sum of THREE HUNDRED SIXTY MILLION DOLLARS ($360,000,000) partially payable on
each Payment Date in an amount equal to the aggregate amount, if any, payable
from the Note Distribution Account in respect of principal on the A-3 Notes
pursuant to Section 3.1 of the
Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the August 16, 2010 Payment Date and the Redemption Date, if
any, pursuant to Section 10.1(a) of the Indenture. Except as provided in
Section 5.4 of the Indenture, no payments of principal of the Notes will be
made until the principal of the A-1 Notes and the A-2 Notes has been paid in
full. The Issuing Entity will pay interest on this Note at the A-3 Note Rate,
on each Payment Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date), subject to certain limitations contained in Section 3.1 of the Indenture.
Interest on this Note will accrue for each Payment Date from the most recent
Payment Date on which interest has been paid to but excluding the then current


 






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


 

















 


Payment Date or, if no interest has yet been paid,
from the date hereof. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Such principal of and interest on this Note
shall be paid in the manner specified in the Indenture.


 


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


 


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


 


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


 


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


 


	
  Dated: March     ,
  2006

  	
   

  
	
   

  	
   

  
	
   

  	
  CNH EQUIPMENT TRUST 2006-A

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  The Bank of New
  York,

  	 

	
   

  	
   

  	
  not in its
  individual capacity but solely as Trustee under the

  Trust Agreement

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
   

  	
   

  	 

	
   

  	
   

  	
  Title

  	
   

  	
   

  	 

							



 

















 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
  Dated: March
      , 2006

  
	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., not in its individual capacity

  but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of the
Issuing Entity, designated as its 5.200% Class A-3 Asset Backed Notes (herein
called the “A-3 Notes” or the “Notes”), all issued under an Indenture
dated as of March 1, 2006 (such Indenture, as supplemented or amended, is
herein called the “Indenture”)
between the Issuing Entity and JPMorgan Chase Bank, N.A., not in its individual
capacity but solely as trustee (the “Indenture
Trustee”, which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuing Entity, the Indenture Trustee and the
Holders of the Notes. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are not otherwise defined herein and that are
defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture.


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 

















 


ASSIGNMENT


 


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


 


 


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




 


(name and address of assignee)


 


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


 


	
  Dated: 

  	
   

  	
   

  	
   

  	
   */

  
	
   

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  



 






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


 

















 


EXHIBIT A-4

to Indenture


 


FORM OF A-4 NOTES


 


	
  REGISTERED

  	
   

  	
  $181,350,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12613X DD 0

  



 


Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity or its agent
for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.


 


THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS
AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


CNH EQUIPMENT TRUST 2006-A


 


5.270% CLASS A-4 ASSET BACKED NOTES


 


CNH Equipment Trust 2006-A, a trust organized and
existing under the laws of the State of Delaware (including any successor, the “Issuing Entity”), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the principal
sum of ONE HUNDRED EIGHTY-ONE MILLION THREE HUNDRED FIFTY THOUSAND DOLLARS
($181,350,000), partially payable on each Payment Date in an amount equal to
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the A-4 Notes pursuant to Section 3.1 of the Indenture; provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the September 15, 2011
Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture. Except
as provided in Section 5.4 of the Indenture, no payments of principal of the
Notes will be made until the principal of the A-1 Notes, A-2 Notes and the A-3
Notes has been paid in full. The Issuing Entity will pay interest on this Note
at the A-4 Note Rate, on each Payment Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding


 






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


 

















 


on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date), subject to certain limitations contained in Section 3.1 of the Indenture.
Interest on this Note will accrue for each Payment Date from the most recent
Payment Date on which interest has been paid to but excluding the then current
Payment Date or, if no interest has yet been paid, from the date hereof.
Interest will be computed on the basis of a 360-day year consisting of twelve
30-day months. Such principal of and interest on this Note shall be paid in the
manner specified in the Indenture.


 


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


 


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


 


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


 


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


 


	
  Dated: March
      , 2006

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CNH EQUIPMENT TRUST 2006-A

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  The Bank of New York,

  
	
   

  	
   

  	
  not in its
  individual capacity but solely as Trustee under the

  Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title

  	
   

  	
   

  
						



 

















 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
  Dated: March
      , 2006

  
	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A., not in its individual capacity

  but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of the
Issuing Entity, designated as its 5.270% Class A-4 Asset Backed Notes (herein
called the “A-4 Notes” or the “Notes”), all issued under an Indenture
dated as of March 1, 2006 (such Indenture, as supplemented or amended, is
herein called the “Indenture”)
between the Issuing Entity and JPMorgan Chase Bank, N.A., not in its individual
capacity but solely as trustee (the “Indenture
Trustee”, which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuing Entity, the Indenture Trustee and the
Holders of the Notes. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are not otherwise defined herein and that are
defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture.


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 

















 


ASSIGNMENT


 


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


 


 


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




 


(name and address of assignee)


 


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


 


	
  Dated: 

  	
   

  	
   

  	
   

  	
   */

  
	
   

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  



 






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


 

















 


EXHIBIT A-5


to Indenture


 


FORM OF CLASS B NOTES


 


	
  REGISTERED

  	
   

  	
  $35,650,000(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12613X DE 8

  



 


Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”), to the Issuing Entity or its agent
for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.


 


THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS
AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


 


CNH EQUIPMENT TRUST 2006-A


 


5.400% CLASS B ASSET BACKED NOTES


 


CNH Equipment Trust 2006-A, a trust organized and
existing under the laws of the State of Delaware (including any successor, the “Issuing Entity”), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the principal
sum of THIRTY-FIVE MILLION SIX HUNDRED FIFTY THOUSAND DOLLARS ($35,650,000),
partially payable on each Payment Date in an amount equal to the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the Class B Notes pursuant to Section
3.1 of the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the December 17, 2012 Payment Date and the
Redemption Date, if any, pursuant to Section
10.1(a) of the Indenture. No payments of principal of the Notes will
be made on any Payment Date until the A-1 Notes, the A-2 Notes, the A-3 Notes
and the A-4 Notes have been paid in full. 
The Issuing Entity will pay interest on this Note at the rate per annum
shown above, on each Payment Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding on
the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained
in Section 3.1 of the
Indenture. Interest on this Note will accrue for


 






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


 

















 


each Payment Date
from the most recent Payment Date on which interest has been paid to but
excluding the then current Payment Date or, if no interest has yet been paid,
from the date hereof. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Such principal of and interest on this Note
shall be paid in the manner specified in the Indenture.


 


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


 


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


 


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


 

















 


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


 


	
  Dated: March
      , 2006

  
	
   

  
	
   

  
	
   

  	
  CNH EQUIPMENT TRUST 2006-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Bank of New
  York,

  not in its individual capacity but solely as Trustee under the

  Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
  Dated: March
      , 2006

  
	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.,

  not in its individual capacity but solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of Notes
of the Issuing Entity, designated as its 5.400% Class B Asset Backed Notes
(herein called the “Class B Notes”
or the “Notes”), all issued under
an Indenture dated as of March 1, 2006 (such Indenture, as supplemented or
amended, is herein called the “Indenture”)
between the Issuing Entity and JPMorgan Chase Bank, N.A., not in its individual
capacity but solely as trustee (the “Indenture
Trustee”, which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuing Entity, the Indenture Trustee and the
Holders of the Notes. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are not otherwise defined herein and that are
defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture.


 


The Class B Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture, but the interest of the Class B Noteholders in such collateral is subordinated
and second to the rights of the Class A Noteholders.


 


The Issuing Entity shall pay interest on overdue
installments of interest at the Class B Note Rate to the extent lawful.


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


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


 


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


 

















 


ASSIGNMENT


 


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


 


 


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




 


(name and address of assignee)


 


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


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   */

  
	
   

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  



 






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


 

















 


EXHIBIT B


to Indenture


 


FORM OF SECTION 3.9 OFFICER’S
CERTIFICATE


 


                                           ,           


 


JPMorgan Chase
Bank, N.A.

227 West Monroe Street, 26th Floor

Chicago, Illinois 60606


 


Pursuant to Section
3.9 of the Indenture, dated as of March 1, 2006 (the “Indenture”) between CNH Equipment Trust
2006-A (the “Issuing Entity”) and
JPMorgan Chase Bank, N.A., as Indenture Trustee, the undersigned hereby certifies
that:


 


(a) a review of the
activities of the Issuing Entity during the previous fiscal year and of
performance under the Indenture has been made under the supervision of the
undersigned; and


 


(b) to the best
knowledge of the undersigned, based on such review, the Issuing Entity has
complied with all conditions and covenants under the Indenture throughout such
year. [or, if there has been a default in the compliance of any such condition
or covenant, this certificate is to specify each such default known to the
undersigned and the nature and status thereof]


 


	
   

  	
  CNH EQUIPMENT TRUST 2006-A

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


Schedule P


 


1.             General.  The Indenture creates, or with respect to the
Receivables that are Subsequent Receivables upon the transfer of such
Subsequent Receivables pursuant to the Subsequent Transfer Assignment will
create, a valid and continuing security interest (as defined in the applicable
UCC) in all of the Issuing Entity’s right, title and interest in, to and under
(i) the Receivables, (ii) the Liquidity Receivables Purchase Agreement (only
with respect to Owned Contracts) and (iii) the Sale and Servicing Agreement
(including all rights of the Seller under the Liquidity Receivables Purchase
Agreements and the Purchase Agreement assigned to the Issuing Entity pursuant
to the Sale and Servicing Agreement, in each case, in favor of the Indenture
Trustee, which, (a) security interest is enforceable upon execution of the
Indenture against creditors of and purchasers from the Issuing Entity, as such
enforceability may be limited by applicable Debtor Relief Laws, now or
hereafter in effect, and by general principles of equity (whether considered in
a suit at law or in equity), and (b) upon filing of the financing statements
described in clause 4 below will
be prior to all other Liens.


 


2.             Characterization.  The Receivables constitute “tangible chattel
paper” within the meaning of UCC Section 9-102. 
The rights granted under the agreements described in clause 1  (ii)
through (iv) constitute “general
intangibles” within the meaning of UCC Section 9-102.  The Issuing Entity has taken all steps
necessary to perfect its security interest in the property securing the
Receivables.


 


3.             Creation.  Immediately prior to the grant to the
Indenture Trustee pursuant to the Indenture, the Issuing Entity owns and has
good and marketable title to, or has a valid security interest in, the
Receivables free and clear of any Lien, claim or encumbrance of any Person.


 


4.             Perfection.  The Issuing Entity has caused or will have
caused, within ten days of the Closing Date, the filing of all appropriate
financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest
granted to the Indenture Trustee under the Indenture in the Receivables.  With respect to the Collateral that
constitutes tangible chattel paper, the Servicer or a Subservicer, as
custodian, received possession of such tangible chattel paper after the
Indenture Trustee received a written acknowledgment from such custodian that it
is acting solely as agent of the Indenture Trustee.  All financing statements filed under this clause 4 contain a statement that “A
purchase of or security interest in any collateral described in this financing
statement will violate the rights of the Secured Party”.


 


5.             Priority.  Other than the security interest granted to
the Indenture Trustee pursuant to the Indenture, the Issuing Entity has not
pledged, assigned, sold, granted a security interest in, or otherwise conveyed
any of the Collateral.  The Issuing
Entity has not authorized the filing of and is not aware of any financing
statements against the Issuing Entity that include a description of collateral
covering the Collateral other than any financing statement (i) relating to the
security interest granted to the Indenture Trustee under the Indenture, (ii)
that has been terminated, or (iii) that has been granted pursuant to the terms
of the Basic Documents.  None of the
tangible chattel paper that constitutes or evidences the Collateral has any
marks or notations indicating that they have pledged, assigned or otherwise
conveyed to any Person other than the Indenture Trustee.  The Issuing Entity is not aware of any
judgment, ERISA or tax lien filings against it.


 

















 


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


 


7.             No
Waiver.  The parties to the
Indenture: (i) shall not, without obtaining a confirmation of the then-current
rating of the Notes, waive any of the representations and warranties in this
Schedule P (the “Perfection Representations”); (ii) shall provide the Ratings
Agencies with prompt written notice of any breach of the Perfection
Representations, and shall not, without obtaining a confirmation of the
then-current rating of the Notes (as determined after any adjustment or
withdrawal of the ratings following notice of such breach) waive a breach of
any of the Perfection Representations.


 


8.             Servicer
to Maintain Perfection and Priority. 
The Servicer covenants that, in order to evidence the interests of
Issuing Entity and the Indenture Trustee under this Agreement, Servicer shall
take such action, or execute and deliver such instruments (other than effecting
a Filing (as defined below), unless such Filing is effected in accordance with
this paragraph) as may be necessary or advisable (including, without
limitation, such actions as are requested by Issuing Entity) to maintain and
perfect, as a first priority interest, the Indenture Trustee’s security
interest in the Receivables.  Servicer
shall, from time to time and within the time limits established by law, prepare
and present to the Indenture Trustee for the Indenture Trustee to authorize
(based in reliance on the Opinion of Counsel hereinafter provided for) the
Servicer to file, all financing statements, amendments, continuations, initial
financing statements in lieu of a continuation statement, terminations, partial
terminations, releases or partial releases, or any other filings necessary or
advisable to continue, maintain and perfect the Indenture Trustee’s security
interest in the Receivables as a first-priority interest (each a “Filing”).  Servicer shall present each such Filing to
the Indenture Trustee together with (x) an Opinion of Counsel to the effect
that such Filing is (i) consistent with grant of the security interest to the
Indenture Trustee pursuant to the Granting Clause of this Agreement, (ii)
satisfies all requirements and conditions to such Filing in this Agreement and
(iii) satisfies the requirements for a Filing of such type under the Uniform
Commercial Code in the applicable jurisdiction (or if the Uniform Commercial
Code does not apply, the applicable statute governing the perfection of
security interests), and (y) a form of authorization for the Indenture Trustee’s
signature.  Upon receipt of such Opinion
of Counsel and form of authorization, Issuing Entity shall promptly authorize
in writing Servicer to, and Servicer shall, effect such Filing under the
Uniform Commercial Code without the signature of the Indenture Trustee or
Issuing Entity where allowed by applicable law. 
Notwithstanding anything else in the Indenture to the contrary, the
Servicer shall not have any authority to effect a Filing without obtaining
written authorization from the Issuing Entity in accordance with this paragraph
(c).