Exhibit 4.2


 


CNH EQUIPMENT TRUST 2006-A




 


TRUST AGREEMENT


 


 


between




 


CNH
CAPITAL RECEIVABLES LLC




 


and




 


THE
BANK OF NEW YORK,

as Trustee




 


Dated
as of March 1, 2006


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  1.1.

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  1.2.

  	
   

  	
  Other Definitional
  Provisions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
   

  	
  Organization

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  2.1.

  	
   

  	
  Name

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  2.2.

  	
   

  	
  Office

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  2.3.

  	
   

  	
  Purposes and Powers

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  2.4.

  	
   

  	
  Appointment of Trustee

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  2.5.

  	
   

  	
  Initial Capital
  Contribution of Trust Estate

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  2.6.

  	
   

  	
  Declaration of Trust

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  2.7.

  	
   

  	
  Liability of the
  Certificateholders

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  2.8.

  	
   

  	
  Title to Trust Property

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  2.9.

  	
   

  	
  Situs of Trust

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  2.10.

  	
   

  	
  Representations and
  Warranties of the Depositor

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  2.11.

  	
   

  	
  Federal Income Tax
  Allocations; Tax Treatment.

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
   

  	
  Trust Certificates and
  Transfer of Interests

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  3.1.

  	
   

  	
  Initial Ownership

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  3.2.

  	
   

  	
  The Trust Certificates

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  3.3.

  	
   

  	
  Authentication of Trust
  Certificates

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  3.4.

  	
   

  	
  Registration of Transfer
  and Exchange of Trust Certificates

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  3.5.

  	
   

  	
  Mutilated, Destroyed, Lost
  or Stolen Trust Certificates

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  3.6.

  	
   

  	
  Persons Deemed
  Certificateholders

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  3.7.

  	
   

  	
  Access to List of
  Certificateholders’ Names and Addresses

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  3.8.

  	
   

  	
  Maintenance of Office or
  Agency

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  3.9.

  	
   

  	
  Appointment of Paying
  Agent

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
   

  	
  Actions by Trustee

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  4.1.

  	
   

  	
  Prior Notice to
  Certificateholders with Respect to Certain Matters

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  4.2.

  	
   

  	
  Action by
  Certificateholders with Respect to Certain Matters

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  4.3.

  	
   

  	
  Action by
  Certificateholders with Respect to Bankruptcy

  	
   

  	
  12

  
							



 


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  SECTION
  4.4.

  	
   

  	
  Restrictions on
  Certificateholders’ Power

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  4.5.

  	
   

  	
  Majority Control

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
   

  	
  Application of Trust Funds;
  Certain Duties

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  5.1.

  	
   

  	
  Establishment of Trust
  Account

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  5.2.

  	
   

  	
  Applications of Trust
  Funds

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  5.3.

  	
   

  	
  Method of Payment

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  5.4.

  	
   

  	
  No Segregation of Moneys;
  No Interest

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  5.5.

  	
   

  	
  Accounting and Reports to
  the Noteholders,

  Certificateholders, the Internal Revenue Service and Others

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  5.6.

  	
   

  	
  Signature on Returns; Tax
  Matters Partner

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
   

  	
  Authority and Duties of
  Trustee

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  6.1.

  	
   

  	
  General Authority

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  6.2.

  	
   

  	
  General Duties

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  6.3.

  	
   

  	
  Action upon Instruction

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  6.4.

  	
   

  	
  No Duties Except as
  Specified in this Agreement or in Instructions

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  6.5.

  	
   

  	
  No Action Except Under
  Specified Documents or Instructions

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  6.6.

  	
   

  	
  Restrictions

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
   

  	
  Concerning the Trustee

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  7.1.

  	
   

  	
  Acceptance of Trusts and
  Duties

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  7.2.

  	
   

  	
  Furnishing of Documents

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  7.3.

  	
   

  	
  Representations and
  Warranties

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  7.4

  	
   

  	
  Information to be Provided
  by the Trustee

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  7.5.

  	
   

  	
  Reliance; Advice of
  Counsel

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  7.6.

  	
   

  	
  Not Acting in Individual
  Capacity

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  7.7.

  	
   

  	
  Trustee Not Liable for
  Trust Certificates or Receivables

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  7.8.

  	
   

  	
  Trustee May Not Own Notes

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  	
  Compensation of Trustee

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  8.1.

  	
   

  	
  Trustee’s Fees and
  Expenses

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  8.2.

  	
   

  	
  Indemnification

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  8.3.

  	
   

  	
  Payments to the Trustee

  	
   

  	
  24

  
							



 


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  ARTICLE IX

  	
   

  	
  Termination of Trust
  Agreement

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  9.1.

  	
   

  	
  Termination of Trust
  Agreement

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
   

  	
  Successor Trustees and
  Additional Trustees

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  10.1.

  	
   

  	
  Eligibility Requirements
  for Trustee

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  10.2.

  	
   

  	
  Resignation or Removal of
  Trustee

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  10.3.

  	
   

  	
  Successor Trustee

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  10.4.

  	
   

  	
  Merger or Consolidation of
  Trustee

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  10.5.

  	
   

  	
  Appointment of Co-Trustee
  or Separate Trustee

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
   

  	
  Miscellaneous

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  11.1.

  	
   

  	
  Supplements and Amendments

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  11.2.

  	
   

  	
  No Legal Title to Trust
  Estate in Certificateholders

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  11.3.

  	
   

  	
  Limitations on Rights of
  Others

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  11.4.

  	
   

  	
  Notices

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  11.5.

  	
   

  	
  Severability

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  11.6.

  	
   

  	
  Separate Counterparts

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  11.7.

  	
   

  	
  Successors and Assigns

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  11.8.

  	
   

  	
  Covenants of the Depositor

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  11.9.

  	
   

  	
  No Petition

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  11.10.

  	
   

  	
  No Recourse

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  11.11.

  	
   

  	
  Headings

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  11.12.

  	
   

  	
  Governing Law

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  11.13.

  	
   

  	
  Administrator

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
   

  	
  Form of Trust Certificate

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT B

  	
   

  	
  Form of Certificate of
  Trust

  	
   

  	
   

  
							



 


iii

















 


TRUST
AGREEMENT (as amended
or supplemented from time to time, this “Agreement”)
dated as of March 1, 2006 between CNH CAPITAL RECEIVABLES LLC, a Delaware
limited liability company, as Depositor, and THE BANK OF NEW YORK, a New York
banking corporation, as Trustee.


 


ARTICLE I

Definitions


 


SECTION 1.1. Definitions. Capitalized terms used
herein and not otherwise defined herein are defined in Appendix A to the
Indenture dated as of the date hereof between CNH Equipment Trust 2006-A and
JPMorgan Chase Bank, N.A.


 


SECTION 1.2. Other Definitional Provisions.
(a)  All terms defined in this Agreement
shall have the defined meanings when used in any certificate or other document
made or delivered pursuant hereto unless otherwise defined therein.


 


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


 


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


 


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


 

















 


ARTICLE II

Organization


 


SECTION 2.1. Name. The Trust created hereby shall
be known as “CNH Equipment Trust 2006-A”, in which name the Trustee may conduct
the business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


2

















 


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


 


SECTION 2.4. Appointment of Trustee. The Depositor
hereby appoints the Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein. Pursuant to
a Co-Trustee Agreement dated as of the date hereof (the “Co-Trustee Agreement”), the Depositor
shall appoint The Bank of New York (Delaware) to serve as the trustee (the “Delaware Trustee”) of the Trust in the
State of Delaware for the sole purpose of satisfying the requirement of Section
3807 of the Trust Statute that the Trust have at least one trustee with a
principal place of business in Delaware. The Delaware Trustee shall have none
of the rights, duties or liabilities of the Trustee. The rights, duties and
liabilities of the Delaware Trustee shall be limited to those expressly set
forth in the Co-Trustee Agreement. To the extent that, at law or in equity, the
Delaware Trustee has rights, duties (including fiduciary duties) and
liabilities relating to the Trust or the Certificateholders, such rights,
duties and liabilities are replaced by the rights, duties and liabilities of
the Delaware Trustee expressly set forth in the Co-Trustee Agreement.


 


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


 


SECTION 2.6. Declaration of Trust. The Trustee
hereby declares that it will hold the Trust Estate in trust upon and subject to
the conditions set forth herein for the use and benefit of the Certificateholders,
subject to the obligations of the Trust under the Basic Documents. It is the
intention of the parties hereto that the Trust constitute a statutory trust
under the Trust Statute and that this Agreement and the Co-Trustee Agreement
(as defined in Section 2.4)
constitute


 


3

















 


the governing instrument of
such statutory trust. It is the intention of the parties hereto that, solely
for income and franchise tax purposes, until the Trust Certificates are held by
a Person other than the Depositor, the Trust be disregarded as an entity
separate from the Depositor and the Notes be treated as debt of the Depositor.
At such time that the Trust Certificates are held by more than one Person, it
is the intention of the parties hereto that, solely for income and franchise
tax purposes, the Trust be treated as a partnership, with the assets of the
partnership being the Receivables and other assets held by the Trust, the
partners of the partnership being the Certificateholders (including the
Depositor (or its successor in interest) in its capacity as recipient of
distributions from the Spread Account), and the Notes being debt of the
partnership. The parties agree that, unless otherwise required by appropriate
tax authorities, until the Trust Certificates are held by a Person other than
the Depositor the Trust will not file or cause to be filed annual or other
necessary returns, reports and other forms consistent with the characterization
of the Trust as an entity separate from the Depositor. Effective as of the date
hereof, the Trustee shall have all rights, powers and duties set forth herein
and in the Trust Statute with respect to accomplishing the purposes of the
Trust.


 


SECTION 2.7. Liability of the Certificateholders.
No Certificateholder shall have any personal liability for any liability or
obligation of the Trust.


 


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


 


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


 


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


 


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


 


4

















 


its business as such
properties are currently owned and such business is presently conducted.


 


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


 


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


 


(d)
The consummation of the transactions contemplated by this Agreement and the
fulfillment of the terms hereof do not conflict with, result in any breach of
any of the terms and provisions of, or constitute (with or without notice or
lapse of time) a default under, the certificate of formation, limited liability
company agreement or by-laws of the Depositor, or any indenture, agreement or
other instrument to which the Depositor is a party or by which it is bound; or
result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than pursuant to the Basic Documents); or violate any law or, to the
best of the Depositor’s knowledge, any order, rule or regulation applicable to
the Depositor of any court or of any federal or State regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Depositor or its properties.


 


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


 


SECTION 2.11. Federal Income Tax Allocations; Tax Treatment.
If the Trust Certificates are held by more than one Person, this Agreement
shall be


 


5

















 


amended to include such
provisions as are required or appropriate under Subchapter K of the Code in
order for the Trust to be treated as a partnership whose partners are the
beneficial owners of the Trust Certificates and the Depositor (or other holders
of interests in the Spread Account).


 


ARTICLE III

Trust Certificates and Transfer of Interests


 


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


 


SECTION 3.2. The Trust Certificates. The Trust
Certificates shall be substantially in the form of Exhibit A hereto and shall
be executed on behalf of the Trust by manual or facsimile signature of an
authorized officer of the Trustee. Trust Certificates bearing the manual or
facsimile signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust, shall be,
when authenticated pursuant to Section
3.3, validly issued and entitled to the benefits of this
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of such
Trust Certificates or did not hold such offices at the date of authentication
and delivery of such Trust Certificates.


 


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


 


6

















 


dated the date of their
authentication. No further Trust Certificates shall be issued except pursuant
to Section 3.4 or 3.5 hereunder.


 


SECTION 3.4. Registration of Transfer and Exchange of Trust
Certificates. The Trust shall keep or cause to be kept, at the
office or agency maintained pursuant to Section
3.8, a register (the “Certificate
Register”) in which, subject to such reasonable regulations as it
may prescribe, the Trust shall provide for the registration of Trust
Certificates and of transfers and exchanges of Trust Certificates. The Paying
Agent shall be the “Certificate Registrar”
for the purpose of registering Trust Certificates and the transfers of Trust
Certificates as herein provided. Upon any resignation of any Certificate
Registrar, the Depositor shall promptly appoint a successor or, if it elects
not to make such an appointment, assume the duties of the Certificate
Registrar. The initial Trust Certificate shall be registered in the name of
“CNH Capital Receivables LLC” as the initial registered owner thereof.


 


Upon surrender for registration
of transfer of any Trust Certificate at the office or agency maintained
pursuant to Section 3.8,
if the requirements of Section 8-401(a) of the UCC are met, the Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Trust Certificates evidencing such transferee’s
beneficial interest in the Trust, which Trust Certificates will be issued in
amounts equal, in the aggregate, to the percentage of beneficial interest in
the Trust transferred by such transferor.


 


At the option of a
Certificateholder, upon surrender of the Trust Certificates to be exchanged at
the office or agency maintained pursuant to Section 3.8,
a Trust Certificate may be exchanged for a new Trust Certificate evidencing the
same percentage of beneficial interest in the Trust as the Trust Certificate so
exchanged. Whenever any Trust Certificates are so surrendered for exchange, if
the requirements of Section 8-401(a) of the UCC are met, the Trustee shall
execute, authenticate and deliver the Trust Certificates that the
Certificateholder making the exchange is entitled to receive.


 


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


 


Every Trust Certificate
presented or surrendered for registration of transfer or exchange shall be duly
endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by, the
Certificateholder thereof or his attorney duly authorized in writing. No
transfer of a Trust Certificate shall be registered unless the transferee


 


7

















 


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


 


No service charge shall be
made to a Certificateholder for any registration of transfer or exchange of
Trust Certificates, but the Trustee or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Trust Certificates.


 


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


 


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


 


No transfer (or purported
transfer) of a Trust Certificate (or any beneficial interest therein), whether
to another Certificateholder or to a person who is not a Certificateholder,
shall be effective, and any such transfer (or purported transfer) shall be void
ab initio, and no person shall
otherwise become a Certificateholder, and none of the Trust, the Trustee, the
Certificate Registrar or any of the


 


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Certificateholders will
recognize such transfer (or purported transfer), unless the transferee has
first represented and warranted in writing to the Trust that:


 


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


 


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


 


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


 


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


 


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


 


Any replacement Trust
Certificate issued pursuant to this Section in replacement of any mutilated,
destroyed, lost or stolen Trust Certificate shall


 


9

















 


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


 


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


 


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


 


SECTION 3.8. Maintenance of Office or Agency. The
Trustee shall maintain in the Borough of Manhattan, City of New York an office
or offices or agency or agencies where Trust Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Trustee in respect of the Trust Certificates and the Basic Documents
may be served. The Trustee initially designates The Bank of New York, 101
Barclay Street, Floor 8W, New York, New York 10286, Attention: Corporate Trust
Administration - Asset Backed Finance Unit, as its principal corporate trust
office for such purposes. The Trustee shall give prompt written notice to the
Depositor and to the


 


10

















 


Certificateholders of any
change in the location of the Certificate Register or any such office or
agency.


 


SECTION 3.9. Appointment of Paying Agent. The
Paying Agent shall make distributions to Certificateholders from the
Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such
distributions to the Trustee. Any Paying Agent shall have the revocable power
to withdraw funds from the Certificate Distribution Account for the purpose of
making the distributions referred to above. The Trustee may revoke such power
and remove the Paying Agent if the Trustee determines in its sole discretion
that the Paying Agent shall have failed to perform its obligations under this
Agreement in any material respect. The Paying Agent shall initially be the
Trustee, and any co-paying agent chosen by and acceptable to the Trustee. The
Paying Agent shall be permitted to resign as Paying Agent upon 30 days’ written
notice to the Trustee. In the event that the Trustee shall not be the Paying
Agent, the Trustee shall appoint a successor to act as Paying Agent (which
shall be a bank or trust company). The Trustee shall cause such successor
Paying Agent or any additional Paying Agent appointed by the Trustee to execute
and deliver to the Trustee an instrument in which such successor Paying Agent
or additional Paying Agent shall agree with the Trustee that as Paying Agent,
such successor Paying Agent or additional Paying Agent will hold all sums, if
any, held by it for payment to the Certificateholders in trust for the benefit
of the Certificateholders entitled thereto until such sums shall be paid to
such Certificateholders. The Paying Agent shall return all unclaimed funds to
the Trustee and upon removal of a Paying Agent such Paying Agent shall also
return all funds in its possession to the Trustee. The provisions of Sections 7.1, 7.3, 7.4 and 8.1
shall apply to the Trustee also in its role as Paying Agent, for so long as the
Trustee shall act as Paying Agent and, to the extent applicable, to any other
paying agent appointed hereunder. Any reference in this Agreement to the Paying
Agent shall include any co-paying agent unless the context requires otherwise.


 


ARTICLE IV

Actions by Trustee


 


SECTION 4.1. Prior Notice to Certificateholders with Respect to
Certain Matters. With respect to the following matters, the
Trustee shall not take action unless, at least 30 days before the taking of
such action, the Trustee shall have notified the Certificateholders in writing
of the proposed action and the Certificateholders shall not have notified the
Trustee in writing prior to the 30th


 


11

















 


day after such notice is
given that such Certificateholders have withheld consent or shall not have
provided alternative direction:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 4.3. Action by Certificateholders with Respect to
Bankruptcy. The Trustee shall not have the power to commence a
voluntary proceeding in


 


12

















 


bankruptcy relating to the
Trust until one year and one day after the Outstanding Amount of all the Notes
has been reduced to zero and without the unanimous prior approval of all
Certificateholders and the delivery to the Trustee by each such Certificateholder
of a certificate certifying that such Certificateholder reasonably believes
that the Trust is insolvent.


 


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


 


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


 


ARTICLE V

Application of Trust Funds; Certain Duties


 


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


 


The Trust shall possess all
right, title and interest in all funds on deposit from time to time in the
Certificate Distribution Account and in all proceeds thereof. Except as
otherwise expressly provided herein, the Certificate Distribution Account shall
be under the sole dominion and control of the Trustee for the benefit of the
Certificateholders. If, at any time, the Certificate Distribution Account
ceases to be an Eligible Deposit Account, the Trustee (or the Depositor on
behalf of the Trustee, if the Certificate Distribution Account is not then held
by the Trustee or an affiliate thereof) shall, within 10 Business Days (or such
longer period, not to exceed 30 calendar days, as to which the Rating Agency
Condition shall be satisfied), establish a new Certificate Distribution


 


13

















 


Account as an Eligible
Deposit Account and shall transfer any cash and/or any investments to such new
Certificate Distribution Account.


 


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


 


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


 


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


 


14

















 


represents and warrants that
any such information and form furnished by it shall be true and accurate and
agrees to indemnify the Trust and each of the other Certificateholders from any
and all damages, costs and expenses resulting from the filing of inaccurate or
incomplete information or forms relating to such withholding taxes. In the
event that a Certificateholder wishes to apply for a refund of any such
withholding tax, the Trustee shall reasonably cooperate with such
Certificateholder in making such claim so long as such Certificateholder agrees
to reimburse the Trustee for any out-of-pocket expenses incurred.


 


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


 


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


 


SECTION 5.5. Accounting and Reports to the Noteholders,
Certificateholders, the Internal Revenue Service and Others. The
Depositor or, if any Trust Certificates are held by any Person other than the
Depositor, the Trustee, shall: (a) maintain (or cause to be maintained) the books
of the Trust on a calendar year basis on the accrual method of accounting, (b)
deliver to each Certificateholder, as may be required by the Code and
applicable Treasury Regulations, such information as may be required (including
Schedule K-1) to enable each Certificateholder to prepare its federal, State
and local income tax returns, (c) file such tax returns relating to the Trust
(including a partnership information return on Internal Revenue Service Form
1065 or its successor), and make such elections as may from time to time be
required or appropriate under any applicable State or federal statute or rule
or regulation thereunder so as to maintain the Trust’s characterization as a
partnership for federal income tax purposes, (d) cause such tax returns to be
signed in the manner required by law and (e) collect or cause to be collected
any withholding tax as described in and in


 


15

















 


accordance with Section 5.2(c) with respect to income
or distributions to Certificateholders. The Trustee shall elect under Section
1278 of the Code to include in income currently any market discount that
accrues with respect to the Receivables and shall elect under Section 171 of
the Code to amortize any bond premium with respect to the Receivables. The
Trustee shall not make the election provided under Section 754 of the Code.


 


SECTION 5.6. Signature on
Returns; Tax Matters Partner.


 


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


 


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


 


ARTICLE VI

Authority and Duties of Trustee


 


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


 


SECTION 6.2. General Duties. It shall be the duty
of the Trustee to discharge (or cause to be discharged) all of its
responsibilities pursuant to this Agreement and the Basic Documents to which
the Trust is a party and to administer the Trust in the interest of the
Certificateholders, subject to the Basic Documents and in accordance with this
Agreement. Notwithstanding the foregoing, the Trustee shall be deemed to have
discharged its duties and


 


16

















 


responsibilities hereunder
and under the Basic Documents to the extent the Administrator has agreed in the
Administration Agreement to perform any act or to discharge any duty of the
Trustee hereunder or under any Basic Document, and the Trustee shall not be
held liable for the default or failure of the Administrator to carry out its
obligations under the Administration Agreement.


 


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


 


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


 


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


 


(d)
In the event that the Trustee is unsure as to the application of any provision
of this Agreement or any Basic Document or any such provision is ambiguous as
to its application, or is, or appears to be, in conflict with any other
applicable provision, or in the event that this Agreement permits any
determination by the Trustee or is silent or is incomplete as to the course of
action that the Trustee is required to take with respect to a particular set of
facts, the Trustee may give notice (in such form as shall be appropriate under
the circumstances) to the


 


17

















 


Certificateholders
requesting instruction and, to the extent that the Trustee acts or refrains
from acting in good faith in accordance with any such instruction received, the
Trustee shall not be liable, on account of such action or inaction, to any
Person. If the Trustee shall not have received appropriate instruction within
10 days of such notice (or within such shorter period of time as reasonably may
be specified in such notice or may be necessary under the circumstances) it
may, but shall be under no duty to, take or refrain from taking such action,
not inconsistent with this Agreement or the Basic Documents, as it shall deem
to be in the best interests of the Certificateholders, and shall have no
liability to any Person for such action or inaction.


 


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


 


SECTION 6.5. No Action Except Under Specified Documents or
Instructions. The Trustee shall not manage, control, use, sell,
dispose of or otherwise deal with any part of the Trust Estate except: (i) in
accordance with the powers granted to and the authority conferred upon the
Trustee pursuant to this Agreement, (ii) in accordance with the Basic Documents
and (iii) in accordance with any document or instruction delivered to the
Trustee pursuant to Section 6.3.


 


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


 


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ARTICLE VII

Concerning the Trustee


 


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


 


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


 


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


 


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


 


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


 


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


 


19

















 


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


 


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


 


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


 


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


 


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


 


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


 


20

















 


(c)
the execution and delivery of this Agreement, the consummation of the
transactions contemplated by this Agreement and the fulfillment of the terms
hereof do not conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time) a
default under, the certificate of incorporation or by-laws of the Trustee, or to
the best of its knowledge without independent investigation any indenture,
agreement or other instrument to which the Trustee is a party or by which it is
bound; or violate any federal or State law governing the banking or trust
powers of the Trustee; or, to the best of the Trustee’s knowledge, violate any
order, rule or regulation applicable to the Trustee of any court or of any
federal or State regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Trustee or its properties,


 


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


 


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


 


SECTION 7.4. Information to Be Provided by the Trustee.
The Trustee shall notify the Depositor promptly after the Trustee becomes aware
of (a) the initiation of any legal proceedings against the Trustee, or of which
any property of the Trustee is subject, that are material to the Noteholders,
(b) any developments in any such proceedings that are material to the
Noteholders and (c) any such proceedings that are contemplated by any
governmental authority.


 


SECTION 7.5. Reliance; Advice of Counsel. (a)  Except to the extent otherwise provided in Section 7.1, the Trustee shall incur
no liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or
other document or paper (whether in its original or facsimile form) believed by
it to be genuine and believed by it to be signed by the proper party or
parties. The Trustee may accept a certified copy of a


 


21

















 


resolution of the board of
directors or other governing body of any party as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full
force and effect. As to any fact or matter the method of the determination of
which is not specifically prescribed herein, the Trustee may for all purposes
hereof rely on a certificate, signed by the president, any vice president, the
treasurer or other authorized officers of the relevant party as to such fact or
matter, and such certificate shall constitute full protection to the Trustee
for any action taken or omitted to be taken by it in good faith in reliance
thereon.


 


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


 


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


 


SECTION 7.7. Trustee Not Liable for Trust Certificates or
Receivables. The recitals contained herein and in the Trust
Certificates (other than the signature and counter-signature of the Trustee on
the Trust Certificates) shall be taken as the statements of the Depositor, and
the Trustee assumes no responsibility for the correctness thereof. The Trustee
makes no representations as to the validity or sufficiency of this Agreement,
of any Basic Document, of the Trust Certificates (other than the signature and
countersignature, if any, of the Trustee on the Trust Certificates) or of the
Notes, or of any Receivable or related documents. The Trustee shall at no time
have any responsibility or liability for or with respect to the legality, validity
and enforceability of any Receivable, or the perfection and priority of any
security interest created by any Receivable in any of the Financed Equipment or
the maintenance of any such perfection and priority, or for or with


 


22

















 


respect to the sufficiency
of the Trust Estate or its ability to generate the payments to be distributed
to Certificateholders under this Agreement or the Noteholders under the
Indenture, including: (a) the existence, condition and ownership of any Financed
Equipment, (b) the existence and enforceability of any insurance thereon, (c)
the existence and contents of any Receivable on any computer or other record
thereof, (d) the validity of the assignment of any Receivable to the Trust or
of any intervening assignment, (e) the completeness of any Receivable, (f) the
performance or enforcement of any Receivable, and (g) the compliance by the
Depositor or the Servicer with any warranty or representation made under any
Basic Document or in any related document or the accuracy of any such warranty
or representation or any action of the Administrator, the Indenture Trustee or
the Servicer or any subservicer taken in the name of the Trustee.


 


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


 


ARTICLE VIII

Compensation of Trustee


 


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


 


SECTION 8.2. Indemnification. The Depositor shall
be liable as primary obligor for, and shall indemnify the Trustee and its
successors, assigns, agents and servants (collectively, the “Indemnified Parties”) from and against,
any and all liabilities, obligations, losses, damages, taxes, claims, actions
and suits, and any and all reasonable costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature
whatsoever (collectively, “Expenses”),
which may at any time be imposed on, incurred by or asserted against the
Trustee or any other Indemnified Party in any way relating to or arising out of
this Agreement, the Basic Documents, the Trust Estate, the administration of
the Trust


 


23

















 


Estate or the action or
inaction of the Trustee hereunder, except only that the Depositor shall not be
liable for or required to indemnify an Indemnified Party from and against
Expenses arising or resulting from: (a) such Indemnified Party’s willful
misconduct or negligence or (b) with respect to the Trustee, the inaccuracy of
any representation or warranty contained in Section
7.3 expressly made by the Trustee. The indemnities contained in
this Section shall survive the resignation or termination of the Trustee or the
termination of this Agreement. In any event of any claim, action or proceeding
for which indemnity will be sought pursuant to this Section, the Trustee’s
choice of legal counsel shall be subject to the approval of the Depositor,
which approval shall not be unreasonably withheld.


 


SECTION 8.3. Payments to the Trustee. Any amounts
paid to the Trustee pursuant to this Article
VIII shall be deemed not to be a part of the Trust Estate
immediately after such payment. The Trustee shall also be entitled to interest
on all fees and expenses that are due and unpaid for more than sixty (60) days
after they have been billed to the party responsible for the payment of such
amounts at a rate equal to: (a) the rate publicly announced by The Bank of New
York, as its prime rate from time to time plus
(b) 3.5%.


 


ARTICLE IX

Termination of Trust Agreement


 


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


 


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


 


(c)
Notice of any dissolution of the Trust, specifying the Payment Date upon which
the Certificateholders shall surrender their Trust Certificates to the Paying
Agent for payment of the final distribution and cancellation, shall be given
promptly by the Trustee by letter to


 


24

















 


Certificateholders mailed
within five Business Days of receipt of notice of such dissolution from the
Servicer given pursuant to Section 9.1(c)
of the Sale and Servicing Agreement stating: (i) the Payment Date upon which
final payment of the Trust Certificates shall be made upon presentation and
surrender of the Trust Certificates at the office of the Paying Agent therein
designated, (ii) the amount of any such final payment and (iii) that the Record
Date otherwise applicable to such Payment Date is not applicable, payments
being made only upon presentation and surrender of the Trust Certificates at
the office of the Paying Agent therein specified. The Trustee shall give such
notice to the Certificate Registrar (if other than the Trustee) and the Paying
Agent at the time such notice is given to Certificateholders. Upon presentation
and surrender of the Trust Certificates, the Paying Agent shall cause to be
distributed to Certificateholders amounts distributable on such Payment Date
pursuant to Section 5.2.


 


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


 


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


 


25

















 


ARTICLE X

Successor Trustees and Additional Trustees


 


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


 


SECTION 10.2. Resignation or Removal of Trustee. The
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Administrator. Upon receiving such
notice of resignation, the Administrator shall promptly appoint a successor
Trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor Trustee. If
no successor Trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition at the expense of the Administrator any court of competent
jurisdiction for the appointment of a successor Trustee.


 


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


 


26

















 


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


 


SECTION 10.3. Successor Trustee. Any successor
Trustee appointed pursuant to Section
10.2 shall execute, acknowledge and deliver to the Administrator
and to its predecessor Trustee an instrument accepting such appointment under
this Agreement, and thereupon the resignation or removal of the predecessor
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become fully vested with all the rights, powers,
duties, and obligations of its predecessor under this Agreement, with like
effect as if originally named as the Trustee. The predecessor Trustee shall
upon payment of its fees and expenses deliver to the successor Trustee all
documents and statements and monies held by it under this Agreement; and the
Administrator and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully
and certainly vesting and confirming in the successor Trustee all such rights,
powers, duties and obligations.


 


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


 


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


 


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


 


27

















 


notwithstanding; and provided further, that the Trustee
shall mail notice of such merger or consolidation to the Rating Agencies.


 


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


 


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


 


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


 


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


 


28

















 


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


 


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


 


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


 


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


 


ARTICLE XI

Miscellaneous


 


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


 


29

















 


This Agreement may also be
amended from time to time by the Depositor and the Trustee, with prior written
notice to the Rating Agencies, with the written consent of (x) Noteholders
holding Notes evidencing not less than a majority of the Note Balance and (y)
the Certificateholders holding in the aggregate more than 50% of the beneficial
interest in the Trust at the time of such action, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholders; provided, however,
that no such amendment shall: (a) increase or reduce in any manner the amount
of, or accelerate or delay the timing of, collections of payments on
Receivables or distributions that shall be required to be made for the benefit
of the Noteholders or the Certificateholders or (b) reduce the aforesaid
percentage of the Outstanding Amount and the beneficial interest in the Trust
required to consent to any such amendment, without the consent of the holders
of all the outstanding Notes and Trust Certificates.


 


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


 


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


 


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


 


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


 


Prior to the execution of
any amendment to this Agreement or the Certificate of Trust, the Trustee shall
be entitled to receive and rely upon an Opinion of Counsel stating that the
execution of such amendment is authorized or


 


30

















 


permitted by this Agreement
and that all conditions precedent to the execution and delivery of such
amendment have been satisfied. The Trustee may, but shall not be obligated to,
enter into any such amendment that affects the Trustee’s own rights, duties or
immunities under this Agreement or otherwise.


 


SECTION 11.2. No Legal Title to Trust Estate in Certificateholders.
The Certificateholders shall not have legal title to any part of the Trust
Estate. The Certificateholders shall be entitled to receive distributions with
respect to their undivided ownership interest therein only in accordance with Articles V and IX. No transfer, by operation of law
or otherwise, of any right, title or interest of the Certificateholders in, to
and under their ownership interest in the Trust Estate shall operate to
terminate this Agreement or the trusts hereunder or entitle any transferee to
an accounting or to the transfer to it of legal title to any part of the Trust
Estate.


 


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


 


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


 


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


 


SECTION 11.5. Severability. Any provision of this
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be


 


31

















 


ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


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


 


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


 


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


 


SECTION 11.9. No Petition. The Trustee on behalf of
the Trust, by entering into this Agreement, each Certificateholder, by
accepting a Trust Certificate, and the Indenture Trustee and each Noteholder,
by accepting the benefits of this Agreement, hereby covenant and agree that
they will not at any time institute against the Depositor or the Trust, or join
in any institution against the Depositor or the Trust of, any bankruptcy,
reorganization, arrangement,


 


32

















 


insolvency or liquidation
proceedings, or other proceedings under any federal or State bankruptcy or
similar law in connection with any obligations relating to the Trust
Certificates, the Notes, this Agreement or any of the Basic Documents.


 


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


 


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


 


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


 


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


 


33

















 


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


 


	
   

  	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CNH CAPITAL RECEIVABLES
  LLC,

  
	
   

  	
  as Depositor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian O’Keane

  	
   

  
	
   

  	
  Name: Brian O’Keane

  
	
   

  	
  Title: Treasurer

  
					



 


S-1

















 


FORM
OF TRUST CERTIFICATES


 


	
  REGISTERED

  	
   

  	
   

  
	
  NUMBER R-     

  	
   

  	
  100%
  Beneficial Interest

  



 


THIS CERTIFICATE MAY NOT BE
ACQUIRED BY OR FOR THE ACCOUNT OF A BENEFIT PLAN (AS DEFINED BELOW).


 


CNH
EQUIPMENT TRUST 2006-A

TRUST CERTIFICATE


 


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


 


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


 


THIS CERTIFIES THAT CNH
CAPITAL RECEIVABLES LLC is the registered owner of a nonassessable, fully-paid,
fractional undivided interest in CNH Equipment Trust 2006-A (the “Trust”) formed by CNH Capital Receivables
LLC, a Delaware limited liability company (the “Depositor”).


 


The Trust was created
pursuant to a Trust Agreement dated as of March 1, 2006 (the “Trust Agreement”) between the Depositor
and The Bank of New York, as trustee (the “Trustee”).
To the extent not otherwise defined herein, the capitalized terms used herein
have the meanings assigned to them in the Trust Agreement or the Sale and
Servicing Agreement (the “Sale and Servicing
Agreement”) dated as of March 1, 2006 among the Trust, the Depositor
and New Holland Credit Company, LLC, as servicer (the “Servicer”), as applicable. This Trust
Certificate is one of the duly authorized Trust Certificates (herein called the
“Trust Certificates”) issued
under and subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the holder of this Trust Certificate by
virtue of the acceptance hereof assents and by which holder is bound. The provisions
and conditions of the Trust Agreement are hereby incorporated by reference as
though set forth in their entirety herein.


 


A-1

















 


Issued under the Indenture
dated as of March 1, 2006 between the Trust and JPMorgan Chase Bank, N.A., as
Indenture Trustee, are notes designated as “4.98925% Class A-1 Asset Backed
Notes,” “5.180% Class A-2 Asset Backed Notes,” “5.200% Class A-3 Asset Backed
Notes,” “5.270% Class A-4 Asset Backed Notes”, and “5.400% Class B Asset Backed
Notes”. The holder of this Trust Certificate acknowledges and agrees that its
rights to receive distributions in respect of this Trust Certificate are
subordinated to the rights of the Noteholders as described in the Sale and
Servicing Agreement and the Indenture.


 


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


 


The Certificateholder, by
its acceptance of this Trust Certificate, covenants and agrees that such
Certificateholder will not at any time institute against the Depositor or the
Trust, or join in any institution against the Depositor or the Trust of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or State bankruptcy or
similar law in connection with any obligations relating to this Trust
Certificate, the Notes, the Trust Agreement or any of the Basic Documents.


 


The Certificateholder, by
its acceptance of this Trust Certificate, represents and warrants in writing
that: (a) it is acquiring this Trust Certificate for its own account and is the
sole beneficial owner of such Trust Certificate; (b) the transfer is not being
effected on or through (x) an “established securities market” within the
meaning of Section 7704(a)(1) of the Code, including without limitation, an
over-the-counter market or an interdealer quotation system that regularly
disseminates firm buy or sell quotations or (y) a “secondary market (or the
substantial equivalent thereof)” within the meaning of Section 7704(a)(2) of
the Code and any proposed, temporary or final Treasury regulations thereunder;


 


A-2

















 


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


 


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


 


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


 


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


 


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


 


A-3

















 


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


 


	
   

  	
  CNH Equipment Trust 2006-A

  
	
   

  	
   

  
	
   

  	
  By:  THE BANK OF
  NEW YORK,

  
	
   

  	
   

  	
  not in its individual
  capacity, but

  
	
   

  	
   

  	
  solely as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


A-4

















 


TRUSTEE’S
CERTIFICATE OF AUTHENTICATION


 


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


 


 


	
  THE BANK OF NEW YORK,

  
	
  as Trustee

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  
	
   

  
	
   

  
	
  Date: March      ,
  2006

  



 


A-5

















 


ASSIGNMENT


 


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


 


PLEASE INSERT SOCIAL
SECURITY

OR OTHER IDENTIFYING NUMBER OF

ASSIGNEE


 


	
   

  	
   

  
	
  (Please print or type name
  and address, including postal zip code, of assignee)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  the within Trust
  Certificate, and all rights thereunder, hereby irrevocably constituting and
  appointing

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attorney to transfer said
  Trust Certificate on the books of the Certificate Registrar, with full power
  of substitution in the premises.

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
  *

  
	
   

  	
  Signature Guaranteed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  *

  
	
   

  	
   

  	
   

  



 






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


 


A-6

















 


Exhibit B


 


CERTIFICATE OF TRUST

OF

CNH EQUIPMENT TRUST 2006-A


 


THIS CERTIFICATE OF TRUST of
CNH EQUIPMENT TRUST 2006-A (the “Trust”),
is being duly executed and filed by The Bank of New York, a New York banking
corporation, and The Bank of New York (Delaware), a Delaware banking
corporation, as trustees, to form a statutory trust under the Delaware
Statutory Trust Act (12 Del. C. §3801, et  seq.).


 


Name. The name of the statutory trust being
formed hereby is CNH Equipment Trust 2006-A.


 


Delaware
Trustee. The name and
business address of the trustee of the Trust in the State of Delaware are The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Delaware
19711.


 


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


 


B-1

















 


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


 


	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
  not in its individual
  capacity, but solely as

  trustee under a Trust Agreement dated as of

  March 1, 2006

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK
  (DELAWARE),

  
	
   

  	
  not in its individual
  capacity, but solely as

  co-trustee under a Co-Trustee Agreement

  dated as of March 1, 2006

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


B-2