Exhibit 4.1


 


Execution Version


 


 




 





 


CNH EQUIPMENT TRUST 2007-C


 


INDENTURE


 


between


 


CNH EQUIPMENT TRUST 2007-C


 


and


 


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


 


as Indenture Trustee.


 


Dated as of November 1, 2007


 




 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  Definitions
  and Incorporation by Reference

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
  Definitions

  	
   

  	
  2

  
	
  Section 1.2.

  	
  Incorporation by Reference of Trust
  Indenture Act

  	
   

  	
  2

  
	
  Section 1.3.

  	
  Other Definitional Provisions

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Article Ii

  	
  The Notes

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
  Form

  	
   

  	
  3

  
	
  Section 2.2.

  	
  Execution, Authentication and Delivery

  	
   

  	
  4

  
	
  Section 2.3.

  	
  Temporary Notes

  	
   

  	
  4

  
	
  Section 2.4.

  	
  Registration; Registration of Transfer and
  Exchange

  	
   

  	
  5

  
	
  Section 2.5.

  	
  Mutilated, Destroyed, Lost or Stolen Notes

  	
   

  	
  7

  
	
  Section 2.6.

  	
  Persons Deemed Owner

  	
   

  	
  8

  
	
  Section 2.7.

  	
  Payment of Principal and Interest;
  Defaulted Interest

  	
   

  	
  8

  
	
  Section 2.8.

  	
  Cancellation

  	
   

  	
  9

  
	
  Section 2.9.

  	
  Release of Collateral

  	
   

  	
  9

  
	
  Section 2.10.

  	
  Book-Entry Notes

  	
   

  	
  9

  
	
  Section 2.11.

  	
  Notices to Clearing Agency

  	
   

  	
  10

  
	
  Section 2.12.

  	
  Definitive Notes

  	
   

  	
  10

  
	
  Section 2.13.

  	
  Tax Treatment

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  Article Iii

  	
  Covenants

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
  Payment of Principal and Interest

  	
   

  	
  11

  
	
  Section 3.2.

  	
  Maintenance of Office or Agency

  	
   

  	
  11

  
	
  Section 3.3.

  	
  Money for Payments To Be Held in Trust

  	
   

  	
  12

  
	
  Section 3.4.

  	
  Existence

  	
   

  	
  13

  
	
  Section 3.5.

  	
  Protection of the Trust Estate

  	
   

  	
  13

  
	
  Section 3.6.

  	
  Opinions as to the Trust Estate

  	
   

  	
  14

  
	
  Section 3.7.

  	
  Performance of Obligations; Servicing of
  Receivables

  	
   

  	
  14

  
	
  Section 3.8.

  	
  Negative Covenants

  	
   

  	
  16

  
	
  Section 3.9.

  	
  Annual Statement as to Compliance

  	
   

  	
  16

  
	
  Section 3.10.

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

  	
   

  	
  16

  
	
  Section 3.11.

  	
  Successor or Transferee

  	
   

  	
  18

  
	
  Section 3.12.

  	
  No Other Business

  	
   

  	
  18

  
	
  Section 3.13.

  	
  No Borrowing

  	
   

  	
  18

  
	
  Section 3.14.

  	
  Servicer’s Obligations

  	
   

  	
  18

  
	
  Section 3.15.

  	
  Guarantees, Loans, Advances and Other
  Liabilities

  	
   

  	
  19

  
	
  Section 3.16.

  	
  Capital Expenditures

  	
   

  	
  19

  
	
  Section 3.17.

  	
  Removal of Administrator

  	
   

  	
  19

  
	
  Section 3.18.

  	
  Restricted Payments

  	
   

  	
  19

  



 


i

















 


	
  Section 3.19.

  	
  Notice of Events of Default

  	
   

  	
  19

  
	
  Section 3.20.

  	
  Further Instruments and Acts

  	
   

  	
  19

  
	
  Section 3.21.

  	
  Perfection Representation

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  Article Iv

  	
  Satisfaction
  and Discharge

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
  Satisfaction and Discharge of Indenture

  	
   

  	
  20

  
	
  Section 4.2.

  	
  Application of Trust Money

  	
   

  	
  21

  
	
  Section 4.3.

  	
  Repayment of Monies Held by Paying Agent

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  Article V

  	
  Remedies

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
  Events of Default

  	
   

  	
  21

  
	
  Section 5.2.

  	
  Acceleration of Maturity; Rescission and
  Annulment

  	
   

  	
  22

  
	
  Section 5.3.

  	
  Collection of Indebtedness and Suits for
  Enforcement by Indenture Trustee

  	
   

  	
  23

  
	
  Section 5.4.

  	
  Remedies; Priorities

  	
   

  	
  25

  
	
  Section 5.5.

  	
  Optional Preservation of the Receivables

  	
   

  	
  27

  
	
  Section 5.6.

  	
  Limitation of Suits

  	
   

  	
  27

  
	
  Section 5.7.

  	
  Unconditional Rights of Noteholders To
  Receive Principal and Interest

  	
   

  	
  28

  
	
  Section 5.8.

  	
  Restoration of Rights and Remedies

  	
   

  	
  28

  
	
  Section 5.9.

  	
  Rights and Remedies Cumulative

  	
   

  	
  28

  
	
  Section 5.10.

  	
  Delay or Omission Not a Waiver

  	
   

  	
  28

  
	
  Section 5.11.

  	
  Control by Noteholders

  	
   

  	
  28

  
	
  Section 5.12.

  	
  Waiver of Past Defaults

  	
   

  	
  29

  
	
  Section 5.13.

  	
  Undertaking for Costs

  	
   

  	
  29

  
	
  Section 5.14.

  	
  Waiver of Stay or Extension Laws

  	
   

  	
  30

  
	
  Section 5.15.

  	
  Action on Notes

  	
   

  	
  30

  
	
  Section 5.16.

  	
  Performance and Enforcement of Certain
  Obligations

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  
	
  Article Vi

  	
  The
  Indenture Trustee

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
  Duties of the Indenture Trustee

  	
   

  	
  31

  
	
  Section 6.2.

  	
  Rights of Indenture Trustee

  	
   

  	
  32

  
	
  Section 6.3.

  	
  Individual Rights of the Indenture Trustee

  	
   

  	
  33

  
	
  Section 6.4.

  	
  Indenture Trustee’s Disclaimer

  	
   

  	
  33

  
	
  Section 6.5.

  	
  Notice of Defaults

  	
   

  	
  33

  
	
  Section 6.6.

  	
  Reports by Indenture Trustee to the Holders

  	
   

  	
  33

  
	
  Section 6.7.

  	
  Compensation and Indemnity

  	
   

  	
  34

  
	
  Section 6.8.

  	
  Replacement of the Indenture Trustee

  	
   

  	
  34

  
	
  Section 6.9.

  	
  Successor Indenture Trustee by Merger

  	
   

  	
  35

  
	
  Section 6.10.

  	
  Appointment of Co-Trustee or Separate
  Trustee

  	
   

  	
  36

  
	
  Section 6.11.

  	
  Eligibility; Disqualification

  	
   

  	
  37

  
	
  Section 6.12.

  	
  Preferential Collection of Claims Against
  the Issuing Entity

  	
   

  	
  38

  
	
  Section 6.13.

  	
  Information to Be Provided by the Indenture
  Trustee

  	
   

  	
  38

  
	
  Section 6.14.

  	
  Representations and Warranties

  	
   

  	
  38

  



 


ii

















 


	
  Article Vii

  	
  Noteholders’
  Lists and Reports

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
  Issuing Entity To Furnish Indenture Trustee
  Names and Addresses of Noteholders

  	
   

  	
  39

  
	
  Section 7.2.

  	
  Preservation of Information; Communications
  to Noteholders

  	
   

  	
  39

  
	
  Section 7.3.

  	
  Reports by Issuing Entity

  	
   

  	
  39

  
	
  Section 7.4.

  	
  Required Filings

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  Article Viii

  	
  Accounts,
  Disbursements and Releases

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
  Collection of Money

  	
   

  	
  40

  
	
  Section 8.2.

  	
  Trust Accounts

  	
   

  	
  40

  
	
  Section 8.3.

  	
  General Provisions Regarding Accounts

  	
   

  	
  43

  
	
  Section 8.4.

  	
  Release of Trust Estate

  	
   

  	
  44

  
	
  Section 8.5.

  	
  Opinion of Counsel

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  Article Ix

  	
  Supplemental
  Indentures

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.1.

  	
  Supplemental Indentures Without Consent of
  Noteholders

  	
   

  	
  45

  
	
  Section 9.2.

  	
  Supplemental Indentures With Consent of
  Noteholders

  	
   

  	
  46

  
	
  Section 9.3.

  	
  Execution of Supplemental Indentures

  	
   

  	
  48

  
	
  Section 9.4.

  	
  Effect of Supplemental Indenture

  	
   

  	
  48

  
	
  Section 9.5.

  	
  Conformity with Trust Indenture Act

  	
   

  	
  48

  
	
  Section 9.6.

  	
  Reference in Notes to Supplemental Indentures

  	
   

  	
  48

  
	
  Section 9.7.

  	
  Amendment without Consent

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  Article X

  	
  Redemption
  of Notes

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.1.

  	
  Redemption

  	
   

  	
  49

  
	
  Section 10.2.

  	
  Form of Redemption Notice

  	
   

  	
  49

  
	
  Section 10.3.

  	
  Notes Payable on Redemption Date

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  Article Xi

  	
  Miscellaneous

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 11.1.

  	
  Compliance Certificates and Opinions, etc

  	
   

  	
  50

  
	
  Section 11.2.

  	
  Form of Documents Delivered to
  Indenture Trustee

  	
   

  	
  52

  
	
  Section 11.3.

  	
  Acts of Noteholders

  	
   

  	
  52

  
	
  Section 11.4.

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

  	
   

  	
  53

  
	
  Section 11.5.

  	
  Notices to Noteholders; Waiver

  	
   

  	
  54

  
	
  Section 11.6.

  	
  Alternate Payment and Notice Provisions

  	
   

  	
  54

  
	
  Section 11.7.

  	
  Conflict with Trust Indenture Act

  	
   

  	
  54

  
	
  Section 11.8.

  	
  Effect of Headings and Table of Contents

  	
   

  	
  55

  
	
  Section 11.9.

  	
  Successors and Assigns

  	
   

  	
  55

  
	
  Section 11.10.

  	
  Severability

  	
   

  	
  55

  
	
  Section 11.11.

  	
  Benefits of Indenture

  	
   

  	
  55

  
	
  Section 11.12.

  	
  Legal Holidays

  	
   

  	
  55

  
	
  Section 11.13.

  	
  Governing Law

  	
   

  	
  55

  
	
  Section 11.14.

  	
  Counterparts

  	
   

  	
  55

  
	
  Section 11.15.

  	
  Recording of Indenture

  	
   

  	
  55

  



 


iii

















 


	
  Section 11.16.

  	
  Trust Obligation

  	
   

  	
  56

  
	
  Section 11.17.

  	
  No Petition

  	
   

  	
  56

  
	
  Section 11.18.

  	
  Inspection

  	
   

  	
  56

  
	
  Section 11.19.

  	
  Subordination

  	
   

  	
  57

  
	
  Section 11.20.

  	
  Information Requests

  	
   

  	
  57

  



 


iv

















 


EXHIBITS


 


	
  EXHIBIT A-1

  	
  Form of
  A-1 Notes

  
	
   

  	
   

  
	
  EXHIBIT A-2

  	
  Form of
  A-2 Notes

  
	
   

  	
   

  
	
  EXHIBIT A-3a

  	
  Form of
  A-3a Notes

  
	
   

  	
   

  
	
  EXHIBIT A-3b

  	
  Form of
  A-3b Notes

  
	
   

  	
   

  
	
  EXHIBIT A-4a

  	
  Form of
  A-4a Notes

  
	
   

  	
   

  
	
  EXHIBIT A-4b

  	
  Form of
  A-4b Notes

  
	
   

  	
   

  
	
  EXHIBIT A-5

  	
  Form of
  Class B Notes

  
	
   

  	
   

  
	
  EXHIBIT B

  	
  Form of
  Section 3.9 Officer’s Certificate

  
	
   

  	
   

  
	
  EXHIBIT C

  	
  Form of
  Rule 144A Letter

  



 


SCHEDULES


 


	
  SCHEDULE P

  	
  Perfection
  Representations & Warranties

  



 


v
















 


INDENTURE dated as
of November 1, 2007 between CNH EQUIPMENT TRUST 2007-C, a Delaware
statutory trust (the “Issuing Entity”),
and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association (“BNYTC”), as trustee and not in its
individual capacity (the “Indenture Trustee”).


 


Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Issuing Entity’s 5.09750% Class A-1
Asset Backed Notes (each an “A-1 Note”),
Floating Rate Class A-2 Asset Backed Notes (each an “A-2 Note”), 5.21% Class A-3a Asset
Backed Notes (each an “A-3a Note”),
Floating Rate Class A-3b Asset Backed Notes (each an “A-3b Note”), 5.42% Class A-4a Asset
Backed Notes (each an “A-4a Note”),
Floating Rate Class A-4b Asset Backed Notes (each an “A-4b Note”) and the 6.19% Class B
Asset Backed Notes (each a “Class B
Note”; and together with the A-1 Notes, the A-2 Notes, the A-3a
Notes, the A-3b Notes, the A-4a Notes and the A-4b Notes, the “Notes”).


 


GRANTING CLAUSE


 


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


 


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


 


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


 


(c)           any proceeds with respect to the Receivables
from claims on insurance policies covering Financed Equipment or Obligors (to
the extent not used to purchase Substitute Equipment);


 


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


 


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


 


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


 


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


 

















 


(h)           all rights of the Issuing Entity under the
Interest Rate Swap Agreements; and


 


(i)            all present and future claims, demands,
causes and choses in action in respect of any or all of the foregoing and all
payments on or under and all proceeds of every kind and nature whatsoever in
respect of any or all of the foregoing, including all proceeds of the
conversion, voluntary or involuntary, into cash or other liquid property, all
cash proceeds, accounts, accounts receivable, notes, drafts, acceptances,
chattel paper, checks, deposit accounts, insurance proceeds (to the extent not
used to purchase Substitute Equipment), condemnation awards, rights to payment
of any and every kind and other forms of obligations and receivables,
instruments and other property that at any time constitute all or part of or
are included in the proceeds of any and all of the foregoing.


 


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


 


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


 


ARTICLE I

Definitions and Incorporation by Reference


 


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


 


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


 


“Commission” means the Securities and Exchange Commission.


 


“indenture securities” means the Notes.


 


“indenture security holder” means a Noteholder.


 


“indenture to be qualified” means this Indenture.


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE II

The Notes


 


SECTION 2.1.        Form.
The A-1 Notes, A-2 Notes, A-3a Notes, A-3b Notes, A-4a Notes, A-4b Notes and Class B
Notes, together with the Indenture Trustee’s certificate of authentication,
shall be in substantially the forms set forth in Exhibits A-1, A-2, A-3a, A-3b, A-4a, A-4b and A-5
respectively, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or


 


3

















 


other marks of
identification and such legends or endorsements placed thereon, as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.


 


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


 


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


 


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


 


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


 


The Indenture Trustee shall upon Issuing Entity Order authenticate and
deliver A-1 Notes, A-2 Notes, A-3a Notes, A-3b Notes, A-4a Notes, A-4b Notes
and Class B Notes for original issue in an aggregate principal amount of
$111,000,000, $141,000,000, $82,000,000, $35,000,000, $83,500,000, $35,000,000
and $12,500,000, respectively. The Outstanding Amount of A-1 Notes, A-2 Notes,
A-3a Notes, A-3b Notes, A-4a Notes, A-4b Notes and Class B Notes at any
time may not exceed such respective amounts except as provided in Section 2.5.


 


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


 


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


 


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


 


If temporary Notes are issued, the Issuing Entity will cause Definitive
Notes to be prepared without unreasonable delay. After the preparation of
Definitive Notes, the temporary


 


4

















 


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


 


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


 


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


 


Upon surrender for registration of transfer of any Note at the office
or agency of the Issuing Entity to be maintained as provided in Section 3.2,
if the requirements of Section 8-401(a) of the UCC are met (provided,
this requirement will only apply to transfers of Class B Notes following (i) the
transfer of the Class B Notes to an entity unaffiliated with the Originator
and (ii) the exchange of the Class B Notes for Class B Notes
registered in the name of a Clearing Agency (or its nominee)), the Issuing
Entity shall execute, the Indenture Trustee shall authenticate and the
Noteholder shall obtain from the Indenture Trustee, in the name of the
designated transferee or transferees, one or more new Notes in any authorized
denominations of a like aggregate principal amount.


 


At the option of the Holder, Notes may be exchanged for other new Notes
of the same Class in any authorized denominations of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office or
agency. Whenever any Notes are so surrendered for exchange, if the requirements
of Section 8-401(a) of the UCC are met (provided, this requirement
will only apply to exchanges of Class B Notes following (i) the
transfer of the Class B Notes to an entity unaffiliated with the
Originator and (ii) the exchange of the Class B Notes for Class B
Notes registered in the name of a Clearing Agency (or its nominee)), the
Issuing Entity shall execute, the Indenture Trustee shall authenticate and the
Noteholder shall obtain from the Indenture Trustee, the Notes that the
Noteholder making the exchange is entitled to receive.


 


By its acquisition of a Note or any interest therein, each purchaser or
transferee shall be deemed to represent and warrant that either (a) it is
not an “employee benefit plan” within the


 


5

















 


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


 


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


 


No transfer of a Class B Note shall be made unless such transfer
is made pursuant to an effective registration statement under the Securities
Act of 1933 (the “Securities Act”) and any applicable state securities laws or
is exempt from the registration requirements under said Securities Act and such
state securities laws. In the event that a transfer is to be made in reliance
upon an exemption from the Securities Act and such laws, in order to assure
compliance with the Securities Act and such laws, there shall be delivered to
the Issuing Entity and to the Indenture Trustee a letter in substantially the
form of Exhibit C (the “Rule 144A Letter”). Notwithstanding the
preceding sentence or anything else herein, any transfer of the Class B
Notes to the Depositor, the Originator or any of their Affiliates on the
Closing Date, and any transfer from any of such entities to its Affiliate, and
any transfer from any such entity to an initial purchaser(s) pursuant to
an exemption from the registration requirements, will not require the delivery
of a Rule 144A Letter and may be made regardless of whether such entity is
a “qualified institutional buyer” as defined in the Securities Act. The Issuing
Entity shall provide to any Holder of a Class B Note and any prospective
transferee designated by any such Holder, information regarding the Class B
Notes and the Receivables and such other information as shall be necessary to
satisfy the condition to eligibility set forth in Rule 144A(d)(4) for
transfer of any such Class B Note without registration thereof under the
Securities Act pursuant to the registration exemption provided by Rule 144A.
The Indenture Trustee and the Servicer shall cooperate with the Issuing Entity
in providing the Rule 144A information referenced in the preceding
sentence, including providing to the Issuing Entity such information regarding
the Class B Notes, the Receivables and other matters regarding the Trust
Estate as the Issuing Entity shall reasonably request to meet its obligation
under the preceding sentence. Each Holder of a Class B Note desiring to
effect such transfer shall, and does hereby agree to, indemnify the Indenture
Trustee, the Issuing Entity, the Seller and the Servicer against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.


 


Every Class A Note, and every Class B Note (but, with respect
to Class B Notes only, only with respect to transfers following (i) the
transfer of the Class B Notes to an entity unaffiliated with the
Originator and (ii) the exchange of the Class B Notes for Class B
Notes registered in the name of a Clearing Agency (or its nominee)), presented
or surrendered for registration of transfer or exchange shall be duly endorsed
by, or be accompanied by a written instrument of transfer in form satisfactory
to the Indenture Trustee duly executed by, the Holder thereof or such Holder’s
attorney duly authorized in writing, with such signature guaranteed by


 


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an “eligible
guarantor institution” meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Securities Transfer
Agent’s Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Exchange Act.


 


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


 


SECTION 2.5.        Mutilated,
Destroyed, Lost or Stolen Notes. If: (i) any mutilated Note
is surrendered to the Indenture Trustee, or the Indenture Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, and
(ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by the Indenture Trustee and the Issuing Entity to
hold the Indenture Trustee and the Issuing Entity, respectively, harmless,
then, in the absence of notice to the Issuing Entity, the Note Registrar or the
Indenture Trustee that such Note has been acquired by a bona fide purchaser,
and provided that the requirements of Section 8-405 of the UCC are met,
the Issuing Entity shall execute, and upon its request the Indenture Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a replacement Note of the same
Class; provided, however, that if any such destroyed, lost
or stolen Note, but not a mutilated Note, shall have become, or within seven
days shall be, due and payable, or shall have been called for redemption,
instead of issuing a replacement Note, the Issuing Entity may pay such
destroyed, lost or stolen Note when so due or payable or upon the Redemption
Date without surrender thereof. If, after the delivery of such replacement Note
(or payment of a destroyed, lost or stolen Note pursuant to the proviso to the
preceding sentence), a bona fide purchaser of the original Note in lieu of
which such replacement Note was issued presents for payment such original Note,
the Issuing Entity and the Indenture Trustee shall be entitled to recover such
replacement Note (or such payment) from the Person to whom it was delivered or
any Person taking such replacement Note from such Person to whom such
replacement Note was delivered (or payment made) or any assignee of such
Person, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuing Entity or the Indenture Trustee in
connection therewith.


 


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


 


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


 


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


 


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


 


SECTION 2.7.        Payment
of Principal and Interest;
Defaulted Interest. (a)  The A-1 Notes, A-2 Notes, A-3a
Notes, A-3b Notes, A-4a Notes, A-4b Notes and Class B Notes shall accrue
interest at the A-1 Note Rate, the A-2 Note Rate, the A-3a Note Rate, the A-3b
Note Rate, the A-4a Note Rate, the A-4b Note Rate and the Class B Note
Rate, respectively, and such interest shall be payable on each Payment Date,
subject to Section 3.1. Any installment of interest or principal, if any,
payable on any Note that is punctually paid or duly provided for by the Issuing
Entity on the applicable Payment Date shall be paid to the Person in whose name
such Note (or one or more Predecessor Notes) is registered on the Record Date
by check mailed first-class, postage prepaid, to such Person’s address as it
appears on the Note Register on such Record Date. However, unless Definitive
Notes have been issued, with respect to Notes registered on the Record Date in
the name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payment will be made by wire transfer in immediately
available funds to the account designated by such nominee. In addition, so long
as Definitive Notes have been issued with respect to the Class B Notes and
the Originator or its Affiliate is the entity in whose name such Class B
Notes are registered on the Record Date, payment will be made by wire transfer
in immediately available funds to the account designated by the Originator or
such Affiliate. Notwithstanding the above, the final installment of principal
payable with respect to such Note (and except for the Redemption Price for any
Note called for redemption pursuant to Section 10.1(a)) shall be payable
as provided in clause (b)(ii). The
funds represented by any such checks returned undelivered shall be held in
accordance with Section 3.3.


 


(b)           (i) 
The principal of each Note shall be payable in installments on each Payment
Date as provided in this Indenture, and except as provided below each such
installment shall be due and payable only to the extent that there are funds
available to make the payment in accordance with the Basic Documents. Notwithstanding
the foregoing:  (A) the entire
Outstanding Amount of each Class of Notes shall be due and payable on the
related Class Final Scheduled Maturity Date, and (B) the entire
Outstanding Amount of all Classes of Notes shall be due and payable, ratably to
all Noteholders, on any date on which an Event of Default shall have occurred
and be continuing if the Indenture Trustee or the Holders of Notes representing
not less than a majority of the Outstanding Amount of the Notes have declared
the Notes to be immediately due and payable in the manner provided in Section 5.2.
All principal payments on the Class A-1 Notes shall be made pro rata to
the Noteholders of the Class A-1 Notes. All principal payments on the Class A-2
Notes shall be made pro rata to the Noteholders of the Class A-2 Notes.
All principal payments on the Class A-3 Notes shall be made pro rata to
the 


 


8

















 


Noteholders of the Class A-3 Notes. All
principal payments on the Class A-4 Notes shall be made pro rata to the
Noteholders of the Class A-4 Notes. All principal payments on the Class B
Notes shall be made pro rata to the Noteholders of the Class B Notes.


 


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


 


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


 


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


 


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


 


SECTION 2.10.      Book-Entry
Notes. The Class A Notes, upon original issuance, and at
any time after the Closing Date at the Depositor’s request, the Class B
Notes, will be issued in the form of typewritten Notes representing the
Book-Entry Notes, to be delivered to


 


9

















 


The Depository
Trust Company (“DTC”) (the
initial Clearing Agency), or its custodian, by, or on behalf of, the Issuing
Entity. Such Class A Notes shall initially (and such Class B Notes
shall, upon the Depositor’s request) be registered on the Note Register in the
name of Cede & Co., the nominee of the initial Clearing Agency, and no
Note Owner of such Note will receive a Definitive Note representing such Note
Owner’s interest in such Note, except as provided in Section 2.12, and except
with respect to the Class B Notes, which will initially be issued as
Definitive Notes registered in the name of CNH Capital America LLC. Unless and
until definitive, fully registered Notes (the “Definitive
Notes”) representing Class A Notes have been issued to Note
Owners, and with respect to Class B Notes, for the period beginning when
such Class B Notes are no longer held as Definitive Notes until such Class B
Notes are again held as Definitive Notes:


 


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


 


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


 


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


 


(iv)          the rights of Note Owners shall be exercised
only through the Clearing Agency and shall be limited to those established by
law and agreements between such Note Owners and the Clearing Agency and/or the
Clearing Agency Participants pursuant to the Note Depository Agreement. Unless
and until Definitive Notes are issued (and, with respect to the Class B
Notes, for any period during which no Definitive Notes are issued), the
Clearing Agency will make book-entry transfers among the Clearing Agency
Participants and receive and transmit payments of principal of and interest on
the applicable Notes to such Clearing Agency Participants; and


 


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


 


SECTION 2.11.      Notices to
Clearing Agency. Whenever a notice or other communication to the
Noteholders is required under this Indenture, unless and until Definitive Notes
for the Class A Notes have been issued (and, with respect to the Class B
Notes, for any period during which no Definitive Notes are issued) to Note
Owners, the Indenture Trustee shall give all such notices and communications to
the Clearing Agency.


 


SECTION 2.12.      Definitive
Notes. Notes initially or subsequently cleared through a
clearing agency may be issued in definitive, fully registered certificated form
to Noteholders if requested by the DTC participants to whom the Notes are
credited and in


 


10

















 


accordance
with DTC’s rules and procedures. Upon any surrender to the Indenture
Trustee of the typewritten Notes representing the Book-Entry Notes by the
Clearing Agency, accompanied by registration instructions, the Issuing Entity
shall execute, and the Indenture Trustee shall authenticate, the Definitive
Notes in accordance with the instructions of the Clearing Agency. None of the
Issuing Entity, the Note Registrar or the Indenture Trustee shall be liable for
any delay in delivery of such instructions and may conclusively rely on, and
shall be fully protected in relying on, such instructions. Upon the issuance of
Definitive Notes, the Indenture Trustee shall recognize the Holders of the
Definitive Notes as Noteholders. In addition, Notes issued as Definitive Notes
from time to time may be subsequently issued as Book-Entry Notes and cleared
through a Clearing Agency at the request of applicable Holders of the
Definitive Notes. The Class B Notes are initially issued only as
registered Definitive Notes without coupons in denominations specified herein.


 


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


 


ARTICLE III

Covenants


 


SECTION 3.1.        Payment
of Principal and Interest. The Issuing Entity will duly and
punctually pay the principal and interest, if any, on the Notes in accordance
with the terms of the Notes and this Indenture. Without limiting the foregoing,
subject to Sections 8.2(c) and (e), the Issuing Entity will cause to be
distributed to Holders of the Notes all amounts on deposit in the Note
Distribution Account on a Payment Date deposited therein for the benefit of the
Notes pursuant to the Sale and Servicing Agreement. Amounts properly withheld
under the Code or any applicable State law by any Person from a payment to any
Noteholder of interest and/or principal shall be considered as having been paid
by the Issuing Entity to such Noteholder for all purposes of this Indenture.


 


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


 


11

















 


hereby
appoints the Indenture Trustee as its agent to receive all such surrenders,
notices and demands.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


12

















 


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


 


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


 


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


 


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


 


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


 


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


 


(iii)          enforce any of the Collateral; or


 


13

















 


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


 


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


 


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


 


(b)           On
or before April 30 in each calendar year commencing in the calendar year
2008 the Issuing Entity shall furnish to the Indenture Trustee an Opinion of
Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents, and with respect to the execution and filing of any financing
statements and continuation statements, as is necessary to maintain the Lien
and security interest of this Indenture and reciting the details of such
action, or stating that in the opinion of such counsel no such action is
necessary to maintain such Lien and security interest. Such Opinion of Counsel
shall also describe the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite
documents, and the execution and filing of any financing statements, amendments
to financing statements and continuation statements, that will, in the opinion
of such counsel, be required to maintain the Lien and security interest of this
Indenture until April 30 in the following calendar year.


 


SECTION 3.7.        Performance
of Obligations; Servicing of Receivables. (a)  The Issuing
Entity will not take any action and will use its best efforts not to permit any
action to be taken by others that would release any Person from any material
covenants or obligations under any instrument or agreement included in the
Trust Estate or that would result in the amendment, hypothecation,
subordination, termination or discharge of, or impair the validity or
effectiveness of, any such instrument or agreement, except as expressly
provided in this Indenture, the Sale and Servicing Agreement or such other
instrument or agreement.


 


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


 


14

















 


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


 


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


 


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


 


15
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


16

















 


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


 


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


 


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


 


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


 


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


 


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


 


(b)           Except as permitted by the Basic
Documents, the Issuing Entity shall not convey or transfer any of its
properties or assets, substantially as an entirety, including those included in
the Trust Estate, to any Person, unless:


 


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


 


17

















 


by means of such supplemental indenture that
such Person (or if a group of Persons, then one specified Person) shall make
all filings with the Commission (and any other appropriate Person) required by
the Exchange Act in connection with the Notes;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 3.12.      No Other Business. The Issuing Entity shall
not engage in any business other than as permitted in Section 2.3 of the
Trust Agreement


 


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


 


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


 


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


 


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


 


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


 


SECTION 3.18.      Restricted Payments. The Issuing Entity shall
not, directly or indirectly:  (i) pay
any dividend or make any distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, to the Trustee
or any owner of a beneficial interest in the Issuing Entity or otherwise with
respect to any ownership or equity interest or security in or of the Issuing
Entity or to the Servicer or the Administrator, (ii) redeem, purchase, retire
or otherwise acquire for value any such ownership or equity interest or
security or (iii) set aside or otherwise segregate any amounts for any
such purpose; provided, however, that the Issuing Entity may make, or cause to
be made, distributions to the Servicer, the Trustee, the Certificateholders and
the Administrator as contemplated by, and to the extent funds are available for
such purpose under, the Sale and Servicing Agreement. The Issuing Entity will
not, directly or indirectly, make payments to or distributions from the
Collection Account except in accordance with this Indenture and the other Basic
Documents.


 


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


 


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


 


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


 


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ARTICLE IV

Satisfaction and Discharge


 


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


 


(A)          either:


 


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


 


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


 


(i)            have
become due and payable,


 


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


 


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


 


20

















 


(if Notes shall have been called for redemption
pursuant to Section 10.1(a)), as the case may
be;


 


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


 


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


 


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


 


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


 


ARTICLE V

Remedies


 


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


 


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


 


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


 


(iii)          default
in the observance or performance of any covenant or agreement of the Issuing
Entity made in this Indenture (other than a covenant or agreement a default in
the observance or performance of which is elsewhere in this Section specifically
dealt


 


21

















 


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


 


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


 


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


 


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


 


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


 


22

















 


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


 


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


 


(A)          all amounts owed to
the Counterparties under the Interest Rate Swap Agreements, payments of
principal of and interest on all Notes and all other amounts, in each case,
that would then be due hereunder if the Event of Default giving rise to such
acceleration had not occurred; and


 


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


 


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


 


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


 


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


 


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


 


(c)           In case an Event of Default occurs
and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.4, in its discretion, proceed to protect and
enforce its rights and the rights of the Noteholders and the Counterparties, by
such appropriate Proceedings as the Indenture Trustee shall deem most effective
to protect and enforce any such


 


23

















 


rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy or legal or equitable right vested in the Indenture
Trustee by this Indenture or by law.


 


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


 


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


 


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


 


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


 


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


 


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


 


24

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


provided, however, that
the Indenture Trustee may not sell or otherwise liquidate the Trust Estate
following an Event of Default, other than an Event of Default described in Section 5.1(i) or (ii),


 


25

















 


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


 


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


 


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


 


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


 


THIRD: 
to the Indenture Trustee for amounts due under Section 6.7
and to the Trustee for amounts due under Section 8.1
of the Trust Agreement;


 


FOURTH: 
to the Administrator its accrued and unpaid Administration Fees;


 


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


 


SIXTH: 
first, to the Backup Servicer, to cover any accrued and unpaid
reimbursable expenses (including the Backup Servicer Expenses) to the extent
unreimbursed after application of Section 4.12
of the Sale and Servicing Agreement and second to the Servicer, to cover any
accrued and unpaid reimbursable expenses;


 


SEVENTH:  to the Trustee for amounts due to the Trustee
under Article VIII of the Trust Agreement
to the extent not paid under clause THIRD above;
and


 


26

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


27

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


28

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


29

















 


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


 


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


 


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


 


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


 


(c)           If an Event of Default has occurred
and is continuing, the Indenture Trustee may, and at the direction (which
direction shall be in writing) of the Holders of not less than 66 2/3% of the
Outstanding Amount of the Notes shall, exercise all rights, remedies,


 


30

















 


powers,
privileges and claims of the Seller against CNHCA under or in connection with
the Purchase Agreement, including the right or power to take any action to
compel or secure performance or observance by CNHCA, of each of its obligations
to the Seller thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the Purchase Agreement, and any right of
the Seller to take such action shall be suspended.


 


ARTICLE VI

The Indenture Trustee


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iv)          the Indenture Trustee shall not be
charged with knowledge of an Event of Default or Servicer Default unless a
Responsible Officer obtains actual knowledge of such event or the Indenture
Trustee receives written notice of such event from the Seller,


 


31
















 


Servicer or Note Owners owning Notes
aggregating not less than 10% of the Outstanding Amount of the Notes; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


32

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 6.6.        Reports by Indenture Trustee to the Holders.
The Indenture Trustee shall deliver to each Noteholder such information as may
be required to enable such Holder to prepare its federal, State and other
income tax returns. Within 60 days after each


 


33

















 


December 31,
starting with December 31, 2007, the Indenture Trustee shall mail to each
Noteholder a brief report as of such December 31 that complies with TIA §
313(a) (if required by said section).


 


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


 


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


 


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


 


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


 


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


 


34

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


In case at the time such successor(s) by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor Indenture Trustee, and deliver
such Notes so authenticated; and in case at that time any of the Notes shall
not have been authenticated, any successor to the Indenture Trustee may
authenticate such Notes either in the name of any


 


35

















 


predecessor
Indenture Trustee hereunder or in the name of the successor to the Indenture
Trustee; and in all such cases such certificates of authentication shall have
the full force and effect to the same extent given to the certificate of
authentication of the Indenture Trustee anywhere in the Notes or in this
Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


36

















 


protection to,
the Indenture Trustee. Every such instrument shall be filed with the Indenture
Trustee.


 


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


 


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


 


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


 


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


 


In the case of the appointment hereunder of a successor Indenture
Trustee with respect to any Class of Notes, the Issuing Entity, the
retiring Indenture Trustee and the successor Indenture Trustee with respect to
such Class of Notes shall execute and deliver an indenture supplemental
hereto wherein the each successor Indenture Trustee shall accept such
appointment and which (i) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to


 


37

















 


vest in, the
successor Indenture Trustee all the rights, powers, trusts and duties of the
retiring Indenture Trustee with respect to the Notes of the Class to which
the appointment of such successor Indenture Trustee relates, (ii) if the
retiring Indenture Trustee is not retiring with respect to all Classes of
Notes, shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring Indenture
Trustee with respect to the Notes of each Class as to which the retiring
Indenture Trustee is not retiring shall continue to be vested in the retiring
Indenture Trustee, and (iii) shall add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Indenture Trustee, it
being understood that nothing herein or in such supplemental indenture shall
constitute such Indenture Trustees co-trustees of the same trust and that each
such Indenture Trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such
Indenture Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Indenture Trustee shall
become effective to the extent provided therein.


 


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


 


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


 


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


 


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


 


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


 


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


 


38

















 


(d)           to best of the
Indenture Trustee’s knowledge, there are no proceedings or investigations
pending or threatened before any court, regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the Indenture
Trustee or its properties:  (i) asserting
the invalidity of this Indenture, (ii) seeking to prevent the consummation
of any of the transactions contemplated by this Indenture or (iii) seeking
any determination or ruling that might materially and adversely affect the
performance by the Indenture Trustee of its obligations under, or the validity
or enforceability of, this Indenture; and


 


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


 


ARTICLE VII

Noteholders’ Lists and Reports


 


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


 


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


 


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


 


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


 


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


 


(i)            file
with the Indenture Trustee, within 15 days after the Issuing Entity is required
to file the same with the Commission, copies of the annual reports and of the
information, documents and other reports (or copies of such portions of any of
the


 


39

















 


foregoing as the Commission may from time to time by rules and regulations
prescribe) that the Issuing Entity may be required to file with the Commission
pursuant to Section 13 or 15(d) of
the Exchange Act;


 


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


 


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


 


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


 


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


 


ARTICLE VIII

Accounts, Disbursements and Releases


 


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


 


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


 


(b)           On or before each
Payment Date, the Total Distribution Amount with respect to the preceding
Collection Period will be deposited in the Collection Account as


 


40

















 


provided in Section 5.2 of the Sale and Servicing
Agreement. On or before each Payment Date, the First Principal Payment Amount
and Noteholders’ Distributable Amount with respect to the preceding Collection
Period will be transferred to the Note Distribution Account as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement.


 


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


 


(i)            to
the Counterparties for any due and unpaid Net Swap Payments due to them under
the Interest Rate Swap Agreements (including interest on any overdue Net Swap
Payments), if any, ratably, without preference or priority of any kind,
according to the amount due under each Interest Rate Swap Agreement as Net Swap
Payments (including interest on any overdue Net Swap Payments);


 


(ii)           with
the same priority and ratably in proportion to the Outstanding Amount of the Class A
Notes and the amounts due under clause (y) of
this Section 8.2(c)(ii), to (x) the
Class A Noteholders, the Class Interest Amount for each Class of
Class A Notes; provided, that if there are not sufficient funds in the
Note Distribution Account to pay the entire amount of accrued and unpaid
interest then due on such Notes, the amount in the Note Distribution Account
shall be applied to the payment of such interest on such Notes pro rata on the
basis of the total such interest due on such Notes, and (y) the
Counterparties, any Priority Swap Termination Payments due to them under the Class A
Swap Agreements, ratably, without preference or priority of any kind, according
to the amounts due to each as Priority Swap Termination Payments under the Class A
Swap Agreements; provided, that if any money or property remains after making
the payments required by the immediately preceding clause (x) or (y),
such money or property shall be used to pay any remaining amounts due and
payable under this Section 8.2(c)(ii) before
any such money or property shall be distributed pursuant to Sections 8.2(c)(iii) through (viii);


 


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


 


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


 


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


 


(C)           to
the A-3a Noteholders and the A-3b Noteholders, pro rata based upon the Outstanding
principal balance of the A-3a Notes and the A-3b Notes, until the Outstanding
principal balance of the A-3a Notes and the A-3b Notes are reduced to zero;


 


(D)          to
the A-4a Noteholders and the A-4b Noteholders, pro rata based upon the
Outstanding principal balance of the A-4a Notes and the A-4b Notes,


 


41

















 


until the Outstanding principal balance of the A-4a Notes and the A-4b
Notes are reduced to zero;


 


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


 


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


 


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


 


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


 


(C)           to
the A-3a Noteholders and the A-3b Noteholders, pro rata based on the
Outstanding principal balance of the A-3a Notes and the A-3b Notes, until the
Outstanding principal balance of the A-3a Notes and the A-3b Notes are reduced
to zero;


 


(D)          to
the A-4a Noteholders and the A-4b Noteholders, pro rata based on the
Outstanding principal balance of the A-4a Notes and the A-4b Notes, until the
Outstanding principal balance of the A-4a Notes and the A-4b Notes are reduced
to zero;


 


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


 


(vii)         to
the Counterparties, any Swap Termination Payments due to them under the Class A
Swap Agreements to the extent not paid pursuant to clause (ii) above, ratably, without preference or
priority of any kind, according to the amounts due to each as Class A Swap
Termination Payments under the Class A Swap Agreements; and


 


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


 


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


 


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


 


42

















 


(i)            to
the Counterparties for any due and unpaid Net Swap Payments due to them under
the Interest Rate Swap Agreements (including interest on any overdue Net Swap
Payments), if any, ratably, without preference or priority of any kind,
according to the amount due under each Interest Rate Swap Agreement as Net Swap
Payments (including interest on any overdue Net Swap Payments);


 


(ii)           with
the same priority and ratably in proportion to the Outstanding Amount of the Class A
Notes and the amounts due under clause (y) of
this Section 8.2(e)(ii), to (x) Class A
Noteholders, the Class Interest Amount for each Class of Class A
Notes;  provided , that if there are not
sufficient funds in the Note Distribution Account to pay the entire amount of
accrued and unpaid interest then due on such Notes, the amount in the Note Distribution
Account shall be applied to the payment of such interest on such Notes pro rata
on the basis of the total such interest due on such Notes and (y) the
Counterparties, any Priority Swap Termination Payments due to them under the Class A
Swap Agreements, ratably, without preference or priority of any kind, according
to the amounts due to each as Priority Swap Termination Payments under the Class A
Swap Agreements; provided, that if any money or property remains after making
the payments required by the immediately preceding clause (x), such money or property shall be used to pay any
remaining Priority Swap Termination Payments due and payable under the Class A
Swap Agreements before any such money or property shall be distributed pursuant
to Sections 8.2(e)(iii) through
(vii);


 


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


 


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


 


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


 


(vi)          to
the Counterparties, any Swap Termination Payments due to them under the Class A
Swap Agreements to the extent not paid pursuant to clause (ii) above, ratably, without preference or
priority of any kind, according to the amounts due to each as Class A Swap
Termination Payments under the Class A Swap Agreements; and


 


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


 


SECTION 8.3.        General Provisions Regarding Accounts.
(a)  So long as no Default or Event of Default shall have occurred and be
continuing, all or a portion of the funds in the Trust Accounts shall be
invested in Eligible Investments and reinvested by the Indenture Trustee upon
Issuing Entity Order, subject to the provisions of Section 5.1(b) of the Sale and Servicing Agreement.
All income or other gain from investments of monies deposited in the Trust
Accounts shall be deposited by the Indenture Trustee in the Collection Account,
and any


 


43

















 


loss or
expenses resulting from such investments shall be charged to such account. The
Issuing Entity will not direct the Indenture Trustee to make any investment of
any funds or to sell any investment held in any of the Trust Accounts unless
the security interest granted and perfected in such account will continue to be
perfected in such investment or the proceeds of such sale, in either case
without any further action by any Person, and, in connection with any direction
to the Indenture Trustee to make any such investment or sale, if requested by
the Indenture Trustee, the Issuing Entity shall deliver to the Indenture
Trustee an Opinion of Counsel to such effect.


 


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


 


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


 


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


 


(b)           The Indenture
Trustee shall, at such time as there are no Notes Outstanding and all sums due
to the Indenture Trustee pursuant to Section 6.7
and the Counterparties under the Interest Rate Swap Agreements have been paid,
release any remaining portion of the Trust Estate that secured the Notes from
the Lien of this Indenture and release to the Issuing Entity or any other
Person entitled thereto any funds then on deposit in the Trust Accounts. The
Indenture Trustee shall release property from the Lien of this Indenture
pursuant to this paragraph only upon receipt of an Issuing Entity Request
accompanied by an Officer’s Certificate, an Opinion of Counsel, and (if
required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and
314(d)(1) meeting the applicable requirements of Section


 


44

















 


11.1 or an Opinion of Counsel in lieu of such
Independent Certificates to the effect that the TIA does not require any such
Independent Certificates.


 


SECTION 8.5.        Opinion of Counsel. The Indenture
Trustee shall receive at least seven days’ notice when requested by the Issuing
Entity to take any action pursuant to Section 8.4(a),
accompanied by copies of any instruments involved, and the Indenture Trustee
shall also require, as a condition to such action, an Opinion of Counsel
stating the legal effect of any such action, outlining the steps required to
complete the same, and concluding that all conditions precedent to the taking
of such action have been complied with and such action will not materially and
adversely impair the security for the Notes or the rights of the Noteholders in
contravention of this Indenture; provided,
however, that such Opinion of
Counsel shall not be required to express an opinion as to the fair value of the
Trust Estate. Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action. Notwithstanding anything herein to the contrary, any such Opinion of
Counsel shall include each Counterparty as an addressee thereof.


 


ARTICLE IX

Supplemental Indentures


 


SECTION 9.1.        Supplemental Indentures Without Consent of
Noteholders.


 


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


 


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


 


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


 


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


 


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


 


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


 


45

















 


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


 


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


 


(viii)        to
modify, eliminate or add to the provisions of this Indenture to such extent as
shall be necessary to effect the qualification of this Indenture under the TIA
or under any similar federal statute hereafter enacted and to add to this
Indenture such other provisions as may be expressly required by the TIA.


 


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


 


(b)           The Issuing Entity
and the Indenture Trustee, when authorized by an Issuing Entity Order, may,
without the consent of any of the Holders of Notes but with prior written
notice to the Rating Agencies and the Counterparties, enter into an indenture
or indentures supplemental hereto to cure any ambiguity, to correct or
supplement any provisions in this Indenture or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture or of modifying in any manner the rights of the Holders of Notes
under this Indenture; provided, however, that such action shall not, as
evidenced by an Officer’s Certificate of the Seller, adversely affect in any
material respect the interests of any Noteholder. A supplemental indenture
shall be deemed not to adversely affect in any material respect the interests
of any Class of Notes if the Rating Agency Condition has been satisfied
with respect to such supplemental indenture for such Class of Notes.


 


(c)           With respect to any
amendment pursuant to this Section 9.1,
if any amendment or supplement would either: (1) materially and adversely
affect any of the Counterparties’ rights or obligations under an Interest Rate
Swap Agreement or any other Basic Document; or (b) materially and
adversely modify the obligations of, or materially and adversely impact the
ability of, the Trust to fully perform any of the Trust’s obligations under an
Interest Rate Swap Agreement, the Trust and the Indenture Trustee shall be
required to first obtain the written consent of the applicable Counterparties
to the affected Interest Rate Swap Agreements before entering into any such amendment
or supplement (which consent shall not be unreasonably withheld).


 


SECTION 9.2.        Supplemental Indentures
With Consent of Noteholders. The Issuing Entity and the
Indenture Trustee, when authorized by an Issuing Entity Order, may, with prior
written notice to the Rating Agencies and the Counterparties and with the
consent of the Holders of Notes evidencing not less than a majority of the
Outstanding Amount of the Notes, by


 


46
















 


Act of such Holders delivered to the Issuing Entity and the Indenture
Trustee, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of Notes under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Note affected thereby:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


It shall not be necessary for any Act of the Noteholders under this Section to
approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof. The manner
of obtaining such consents (and any other


 


47

















 


consents of
Noteholders provided for in this Indenture or in any other Basic Document) and
of evidencing the authorization of the execution thereof by Noteholders shall
be subject to such reasonable requirements as the Indenture Trustee may
provide.


 


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


 


With respect to any amendment pursuant to this Section 9.2, if any amendment or
supplement would either: (1) materially and adversely affect any of the
Counterparties’ rights or obligations under an Interest Rate Swap Agreement or
any other Basic Document; or (b) materially and adversely modify the
obligations of, or materially and adversely impact the ability of, the Trust to
fully perform any of the Trust’s obligations under an Interest Rate Swap
Agreement, the Administrator shall be required to first obtain the written
consent of the applicable Counterparties to the affected Interest Rate Swap
Agreements before entering into any such amendment or supplement (which consent
shall not be unreasonably withheld).


 


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


 


SECTION 9.4.        Effect of Supplemental Indenture. Upon
the execution of any supplemental indenture pursuant to the provisions hereof,
this Indenture shall be and be deemed to be modified and amended in accordance
therewith with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuing Entity and the Holders of
the Notes shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the terms
and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.


 


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


 


SECTION 9.6.        Reference in Notes to Supplemental Indentures.
Notes authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and if required by the Indenture
Trustee shall, bear a notation in form approved by


 


48

















 


the Indenture
Trustee as to any matter provided for in such supplemental indenture. If the
Issuing Entity or the Indenture Trustee shall so determine, new Notes so
modified as to conform, in the opinion of the Indenture Trustee and the Issuing
Entity, to any such supplemental indenture may be prepared and executed by the
Issuing Entity and authenticated and delivered by the Indenture Trustee in
exchange for Outstanding Notes.


 


SECTION 9.7.        Amendment without Consent. Notwithstanding
anything herein to the contrary (other than as provided in Section 9.1(c) and Section 9.2), any term or provision
of this Agreement may be amended by the Issuing Entity and the Indenture
Trustee without the consent of the Noteholders or any other Person to add,
modify or eliminate any provisions as may be necessary or advisable in order to
comply with or obtain more favorable treatment under or with respect to any law
or regulation or any accounting rule or principle (whether now or in the
future in effect); it being a condition to any such amendment that the Rating
Agency Condition shall have been satisfied.


 


ARTICLE X

Redemption of Notes


 


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


 


(b)           Reserved.


 


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


 


All notices of redemption shall state:


 


(i)            the
Redemption Date;


 


(ii)           the
Redemption Price;


 


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


 


(iv)          the
CUSIP numbers of the affected Notes.


 


49

















 


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


 


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


 


ARTICLE XI

Miscellaneous


 


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


 


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


 


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


 


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


 


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


 


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


 


(b)           (i)  Prior to
the deposit of any Collateral or other property or securities with the
Indenture Trustee that is to be made the basis for the release of any property
or securities subject to the Lien of this Indenture, the Issuing Entity shall,
in addition to any


 


50

















 


obligation
imposed in Section 11.1(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days after such deposit) to the
Issuing Entity of the Collateral or other property or securities to be so
deposited.


 


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


 


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


 


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


 


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


 


51

















 


Issuing Entity stating that all such dispositions of Collateral that
occurred since the execution of the previous such Officer’s Certificate (or for
the first such Officer’s Certificate, since the Closing Date) were in the
ordinary course of the Issuing Entity’s business and that the proceeds thereof
were applied in accordance with the Basic Documents.


 


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


 


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


 


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


 


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


 


SECTION 11.3.      Acts of Noteholders. (a)  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Noteholders may be
embodied in and evidenced by one or more instrument(s) of substantially
similar tenor signed by such Noteholders in person or by agents duly appointed
in writing; and except as herein otherwise expressly provided, such action
shall become effective when such


 


52

















 


instrument(s) are
delivered to the Indenture Trustee, and, where it is hereby expressly required,
to the Issuing Entity. Such instrument(s) (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the “Act” of the
Noteholders signing such instrument(s). Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Indenture Trustee and the Issuing Entity, if made in
the manner provided in this Section.


 


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


 


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


 


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


 


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


 


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


 


(b)           the
Issuing Entity by the Indenture Trustee or by any Noteholder, shall be
sufficient for every purpose hereunder if in writing and mailed, first-class,
postage prepaid, to the Issuing Entity addressed to:  CNH Equipment Trust 2007-C, in care of
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration,
(facsimile: (302) 636-4140), and to New Holland Credit Company, LLC, as
Administrator, 33 South Railroad Avenue, New Holland Pennsylvania, 17557,
Attention: Finance Manager, (facsimile: (630) 887-5448); with a copy to: New
Holland Credit Company, LLC, 6900 Veterans Boulevard, Burr Ridge, Illinois
60527, Attention: Assistant Treasurer, (facsimile: (630) 887-5448), or at any
other address or facsimile number previously furnished in writing to the
Indenture Trustee by the Issuing Entity or the Administrator. The Issuing
Entity shall promptly transmit any notice received by it from the Noteholders
to the Indenture Trustee and the Counterparties, or


 


(c)           the
Counterparties by the Issuing Entity or the Indenture Trustee, shall be
sufficient for every purpose hereunder if in writing and mailed, first-class
postage prepaid, hand delivered or sent by overnight courier service or by
telecopy in legible form to the Counterparties addressed to: Barclays Bank PLC,
5 The North Colonnade,


 


53

















 


Canary Wharf, London E14 4BB, (facsimile: 44(20) 777 36461) or at any
other address or facsimile number previously furnished in writing to the
Issuing Entity or the Indenture Trustee by the applicable Counterparty.


 


Notices required to be given to the Rating Agencies by the Issuing
Entity, the Counterparties, the Indenture Trustee or the Trustee shall be in
writing, personally delivered or mailed by certified mail, return receipt
requested, or by facsimile to their respective addresses or facsimile numbers
set forth above or, to the extent not set forth there, as set forth in Section 10.3 of the Sale and
Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


54

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 11.15.    Recording of Indenture. If this
Indenture is subject to recording in any public recording offices, such
recording is to be effected by the Issuing Entity and, at its expense,
accompanied by an Opinion of Counsel (which may be counsel to the Indenture
Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to
the effect that such recording is necessary either for the protection of the
Noteholders or any other Person secured hereunder or for the enforcement of any
right or remedy granted to the Indenture Trustee under this Indenture.


 


55

















 


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


 


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


 


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


 


56

















 


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


 


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


 


SECTION 11.20.    Information Requests. The parties
hereto shall provide any information reasonably requested by the Issuing
Entity, Seller or any of their Affiliates, at the expense of the Issuing
Entity, Seller or any of their Affiliates, as applicable, in order to comply


 


57

















 


with or obtain
more favorable treatment under any current or future law, rule, regulation,
accounting rule or principle.


 


[the remainder of this page intentionally
left blank]


 


58

















 


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


 


	
   

  	
  CNH
  EQUIPMENT TRUST 2007-C

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington
  Trust Company,

  
	
   

  	
   

  	
  not in its
  individual capacity but solely

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia
  A. Evans

  
	
   

  	
   

  	
  Name:
  Patricia A. Evans

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF
  NEW YORK TRUST

  COMPANY, N.A.

  
	
   

  	
  not in its
  individual capacity but solely

  
	
   

  	
  as Indenture
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Keith Richardson

  
	
   

  	
   

  	
  Name: Keith Richardson

  
	
   

  	
   

  	
  Title:  
  Vice President

  
	
   

  	
   

  	
   

  
				



 


59
















 


APPENDIX A

Definitions


 


“180-Day Receivable” with
respect to any Collection Period means any Receivable as to which a scheduled
payment is 180 days or more past due by the last day of such Collection Period
and which has not become a Liquidated Receivable or a Repossessed Receivable;
provided that a Receivable shall cease to be a 180-Day Receivable if the
Servicer subsequently receives payment in full of each scheduled payment that
was previously 180-days or more past due.


 


“A-1 Note” means any of
the Issuing Entity’s 5.09750% Class A-1 Asset Backed Notes.


 


“A-1 Note Final Scheduled Maturity
Date” means the December 15, 2008 Payment Date.


 


“A-1 Note Rate” means
5.09750% per annum, computed on the basis of the actual number of days in that
Interest Period and a year of 360 days.


 


“A-1 Noteholders” means
the holders of record of the A-1 Notes.


 


“A-2 Noteholders” means
the holders of record of the A-2 Notes.


 


“A-2 Note” means any of
the Issuing Entity’s Floating Rate Class A-2 Asset Backed Notes.


 


“A-2 Note Final Scheduled Maturity
Date” means the September 15, 2010 Payment Date.


 


“A-2 Note Rate” means,
for each Interest Period, a rate per annum equal to One-Month LIBOR for that
Interest Period plus 0.85% per annum, computed on the basis of the actual
number of days in that Interest Period and a year of 360 days.


 


“A-2 Noteholders” means
the holders of record of the A-2 Notes.


 


“A-3 Notes” means,
collectively, the A-3a Notes and the A-3b Notes.


 


“A-3 Noteholders” means
the holders of record of the A-3 Notes.


 


“A-3a Note” means any of
the Issuing Entity’s 5.21% Class A-3a Asset Backed Notes.


 


“A-3a Note Final Scheduled Maturity
Date” means the December 15, 2011 Payment Date.


 


“A-3a Note Rate” means
5.21% per annum, computed on the basis of a 360-day year of twelve 30-day
months.


 


“A-3a Noteholders” means
the holders of record of the A-3a Notes.


 


“A-3b Note” means any of
the Issuing Entity’s Floating Rate Class A-3b Asset Backed Notes.


 


1

















 


“A-3b Note Final Scheduled Maturity
Date” means the December 15, 2011 Payment Date.


 


“A-3b Note Rate” means,
for each Interest Period, a rate per annum equal to One-Month LIBOR for that
Interest Period plus 0.95% per annum, computed on the basis of the actual
number of days in that Interest Period and a year of 360 days.


 


“A-3b Noteholders” means
the holders of record of the A-3b Notes.


 


“A-4 Notes” means,
collectively, the A-4a Notes and the A-4b Notes.


 


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


 


“A-4a Note” means any of
the Issuing Entity’s 5.42% Class A-4a Asset Backed Notes.


 


“A-4a Note Final Scheduled Maturity
Date” means the March 17, 2014 Payment Date.


 


“A-4a Note Rate” means
5.42% per annum, computed on the basis of a 360-day year of twelve 30-day
months.


 


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


 


“A-4b Note” means any of
the Issuing Entity’s Floating Rate Class A-4b Asset Backed Notes.


 


“A-4b Note Final Scheduled Maturity
Date” means the March 17, 2014 Payment Date.


 


“A-4b Note Rate” means,
for each Interest Period, a rate per annum equal to One-Month LIBOR for that
Interest Period plus 1.15% per annum, computed on the basis of the actual
number of days in that Interest Period and a year of 360 days.


 


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


 


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


 


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


 


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


 


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


 


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


 


2

















 


“controlled”
have meanings correlative to the foregoing. The term “Affiliated” has a
correlative meaning.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Average Delinquency Ratio Test”
for the Payment Date occurring in, or following, a month specified below will
be met if the Average Delinquency Ratio for such Payment Date is less than the
percentage specified opposite such Payment Date:


 


	
  Payment Date

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 2009

  	
   

  	
  1.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  December 2009

  	
   

  	
  2.50

  	
  %

  



 


3

















 


	
  June 2010

  	
   

  	
  3.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  December 2010

  	
   

  	
  3.50

  	
  %

  



 


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


 


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


 


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


 


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


 


“Backup Servicer Account Required
Amount” means, initially, the Backup Servicer Account Initial
Deposit; provided, however , the Backup Servicer Account Required Amount may be
reduced by the Servicer if (a) Moody’s provides written confirmation that
such reduction will not result in a downgrade or withdrawal by Moody’s of its
then current rating of any Outstanding Class of the Notes, (b) SST is
no longer acting as Backup Servicer or has otherwise consented to such
reduction (such consent shall not be unreasonably withheld) and (c) SST as
Backup Servicer has been paid any accrued and unpaid amounts due to it.


 


“Backup Servicer Account Shortfall
Amount” is defined in Section 4.12
of the Sale and Servicing Agreement.


 


“Backup Servicer Expenses”
is defined in Section 4.12
of the Sale and Servicing Agreement.


 


“Backup Servicer Fees”
means the fees payable to the Backup Servicer pursuant to the Backup Servicing
Agreement, the Sale and Servicing Agreement and the Indenture.


 


“Backup Servicing Agreement”
means the Backup Servicing Agreement entered into by the Issuing Entity, the
Seller, the Servicer and the Backup Servicer.


 


“Bankruptcy Code” means
the United States Bankruptcy Code, Title 11 of the United States Code, as
amended.


 


“Basic Documents” means
the Certificate of Trust, the Trust Agreement, the Purchase Agreement, the Sale
and Servicing Agreement, the Indenture, the Administration Agreement, the
Interest Rate Swap Agreements, the Backup Servicing Agreement and other
documents and certificates delivered in connection therewith.


 


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


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class” means any class
of Notes.


 


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


 


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


 


“Class A Swap Agreements”
means, collectively, the Class A-2 Swap Agreement, the Class A-3b
Swap Agreement and the Class A-4b Swap Agreement, and each is a “Class A Swap Agreement”.


 


“Class A Swap Termination
Payments” or “Swap Termination
Payments” means, collectively, the Class A-2 Swap Termination
Payment, the Class A-3b Swap Termination Payment and the Class A-4b
Swap Termination Payment, and each is a “Class A
Swap Termination Payment” or a “Swap
Termination Payment”.


 


“Class A-2 Counterparty”
means Barclays Bank PLC and any other counterparty under the Class A-2
Swap Agreement or any successor agreement to the Class A-2 Swap Agreement.


 


5

















 


“Class A-2 Net Swap Payment”
means, for any Payment Date, the net amount payable by the Issuing Entity under
the Class A-2 Swap Agreement (excluding any Class A-2 Swap
Termination Payment).


 


“Class A-2 Net Swap Receipt”
means, for any Payment Date, the net amount payable by the Class A-2
Counterparty under the Class A-2 Swap Agreement (excluding any Class A-2
Swap Termination Payment).


 


“Class A-2 Reference Banks”
means four major banks in the London interbank market selected by the Class A-2
Counterparty.


 


“Class A-2 Representative
Amount” means, on any LIBOR Determination Date, an amount equal to
the outstanding principal amount of the A-2 Notes on the immediately preceding
Payment Date or the Closing Date, as applicable.


 


“Class A-2 Swap Agreement”
means an interest rate swap agreement between the Trust and the Class A-2
Counterparty substantially in the form of Exhibit G to the Sale and
Servicing Agreement or such other form as shall have satisfied the Rating
Agency Condition.


 


“Class A-2 Swap Termination
Payment” means any termination payment due under the terms of the Class A-2
Swap Agreement.


 


“Class A-2 USD-LIBOR Reference
Banks Rate” means, for each Interest Period, the rate determined on
the basis of the rates at which deposits in U.S. Dollars are offered by the Class A-2
Reference Banks at approximately 11:00 a.m., London time, on the related
LIBOR Determination Date to prime banks in the London interbank market for a
period of one month commencing on the first day of the Interest Period for
which such rate is being determined and in a Class A-2 Representative
Amount. The Class A-2 Counterparty (in its capacity as calculation agent
under the Class A-2 Swap Agreement) will request the principal London
office of each of the Class A-2 Reference Banks to provide a quotation of
its rate. If at least two such quotations are provided, the rate for that
Interest Period will be the arithmetic mean of the quotations. If fewer than
two quotations are provided as requested, the rate for that Interest Period
will be the arithmetic mean of the rates quoted by major banks in New York
City, selected by the Class A-2 Counterparty, at approximately 11:00 a.m.,
New York time, on the related LIBOR Determination Date for loans in U.S.
Dollars to leading European banks for a period for which such rate is being
determined and in a Class A-2 Representative Amount.


 


“Class A-3b Counterparty”
means Barclays Bank PLC and any other counterparty under the Class A-3b
Swap Agreement or any successor agreement to the Class A-3b Swap Agreement.


 


“Class A-3b Net Swap Payment”
means, for any Payment Date, the net amount payable by the Issuing Entity under
the Class A-3b Swap Agreement (excluding any Class A-3b Swap
Termination Payment).


 


“Class A-3b Net Swap Receipt”
means, for any Payment Date, the net amount payable by the Class A-3b
Counterparty under the Class A-3b Swap Agreement (excluding any
Class A-3b Swap Termination Payment).


 


6

















 


“Class A-3b Reference Banks”
means four major banks in the London interbank market selected by the Class A-3b
Counterparty.


 


“Class A-3b Representative
Amount” means, on any LIBOR Determination Date, an amount equal to
the outstanding principal amount of the A-3b Notes on the immediately preceding
Payment Date or the Closing Date, as applicable.


 


“Class A-3b Swap Agreement”
means an interest rate swap agreement between the Trust and the Class A-3b
Counterparty substantially in the form of Exhibit G to the Sale and
Servicing Agreement or such other form as shall have satisfied the Rating
Agency Condition.


 


“Class A-3b Swap Termination
Payment” means any termination payment due under the terms of the Class A-3b
Swap Agreement.


 


“Class A-3b USD-LIBOR Reference
Banks Rate” means, for each Interest Period, the rate determined on
the basis of the rates at which deposits in U.S. Dollars are offered by the Class A-3b
Reference Banks at approximately 11:00 a.m., London time, on the related
LIBOR Determination Date to prime banks in the London interbank market for a
period of one month commencing on the first day of the Interest Period for
which such rate is being determined and in a Class A-3b Representative
Amount. The Class A-3b Counterparty (in its capacity as calculation agent
under the Class A-3b Swap Agreement) will request the principal London
office of each of the Class A-3b Reference Banks to provide a quotation of
its rate. If at least two such quotations are provided, the rate for that
Interest Period will be the arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, the rate for that Interest Period will be
the arithmetic mean of the rates quoted by major banks in New York City,
selected by the Class A-3b Counterparty, at approximately 11:00 a.m.,
New York time, on the related LIBOR Determination Date for loans in U.S.
Dollars to leading European banks for a period for which such rate is being
determined and in a Class A-3b Representative Amount.


 


“Class A-4b Counterparty”
means Barclays Bank PLC and any other counterparty under the Class A-4b
Swap Agreement or any successor agreement to the Class A-4b Swap
Agreement.


 


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


 


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


 


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


 


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


 


7

















 


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


 


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


 


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


 


“Class B Note” means
any of the Issuing Entity’s 6.19% Class B Asset Backed Notes.


 


“Class B Note Final Scheduled
Maturity Date” means the May 15, 2014 Payment Date.


 


“Class B Note Rate”
means 6.19% per annum, computed on the basis of a 360-day year of consisting of
twelve 30-day months.


 


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


 


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


 


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


 


“Class Interest Shortfall”
means, with respect to any Payment Date (the “current Payment Date”) and any Class of
Notes, the excess of the Class Interest Amount for the preceding Payment
Date over the amount in respect of interest on that Class of Notes that
was actually deposited in the Note Distribution Account on such preceding
Payment Date, plus


 


8

















 


interest on
such excess, to the extent permitted by law, at a rate per annum equal to the
Interest Rate on that Class of Notes, from such preceding Payment Date to
but excluding the current Payment Date.


 


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


 


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


 


“Closing Date” means December 13,
2007.


 


“CNH America” means CNH
America LLC, a Delaware limited liability company, and its successors and
assigns.


 


“CNH Global” means CNH
Global N.V., a company organized in the Kingdom of The Netherlands, and its
successors and assigns.


 


“CNHCA” means CNH Capital
America LLC, a Delaware limited liability company, and its successors and
assigns.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Commission” means the
Securities and Exchange Commission.


 


9

















 


“Contract” means a Retail
Installment Contract.


 


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


 


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


 


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


 


(ii)           the
Indenture Trustee (1) is registered on the records of a Securities
Intermediary as the person having a Securities Entitlement in respect of such
Federal Book Entry Security against such Securities Intermediary; or (2) has
obtained the agreement, in writing, of the Securities Intermediary for such
Securities Entitlement that such Securities Intermediary will comply with
Entitlement Orders of the Indenture Trustee without further consent of any
other Person; and (b) the Securities Intermediary is a participant in the
book entry system maintained by the Federal Reserve Bank that is acting as
fiscal agent for the Issuing Entity of such Federal Book Entry Security; and (c) such
Federal Reserve Bank has indicated by book entry that such Federal Book Entry
Security has been credited to the Securities Intermediary’s securities account
in such book entry system.


 


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


 


“Counterparties” or “Counterparty” means the Class A-2
Counterparty, the Class A-3b Counterparty and/or the Class A-4b
Counterparty.


 


10

















 


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


 


“Cumulative Net Loss Ratio Test”
for the Payment Date occurring in, or following, a month specified below will
be met if the Cumulative Net Loss Ratio for such Payment Date is less than the
percentage specified opposite such Payment Date:


 


	
  Payment Date

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 2009

  	
   

  	
  0.40

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  December 2009

  	
   

  	
  0.55

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  June 2010

  	
   

  	
  0.65

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  December 2010

  	
   

  	
  0.75

  	
  %

  



 


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


 


“Dealer” means the dealer
(which may include retail outlets owned in whole or in part by CNH America LLC)
or other third-party that (i) originated and assigned the respective
Receivable to CNHCA or NH Credit, as applicable, under a Dealer Agreement or (ii) coordinated
the origination of a Receivable through a program with CIT Bank, pursuant to
which CIT Bank funds installment loans to consumers to enable the consumers to
purchase products distributed by such party.


 


“Dealer Agreement” means
the retail financing agreement, warranty agreement or other agreement between
the applicable Dealer and CNHCA or NH Credit, as applicable, which governs the
terms of sales of Receivables from that Dealer to CNHCA or NH Credit, as
applicable.


 


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


 


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


 


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


 


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


 


11

















 


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


 


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


 


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


 


“Derivative Agreement”
means the applicable Interest Rate Swap Agreement between the related
Counterparty and the Trust, including any schedule, confirmations, credit
support annex or other credit support document relating thereto, which
agreement provides for Net Swap Payments and Swap Termination Payments to be
paid, as provided therein, together with any schedules, confirmations, or other
agreements relating thereto.


 


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


 


“Eligible Deposit Account”
means either:  (a) a segregated
account with an Eligible Institution or any other segregated account, the
deposit of funds in which satisfies the Rating Agency Condition or (b) a
segregated trust account with the corporate trust department of a depository
institution organized under the laws of the United States of America or any
State (or any domestic branch of a foreign bank), having corporate trust powers
and acting as trustee for funds deposited in such account, so long as any of
the securities of such depository institution have a credit rating from each
Rating Agency in one of its generic rating categories that signifies investment
grade.


 


“Eligible Institution”
means:  (a) the corporate trust
department of the Indenture Trustee or the Trustee or (b) a depository
institution organized under the laws of the United States of America or any
State (or any domestic branch of a foreign bank), which:  (i) has either a long-term or short-term
senior unsecured debt rating or certificate of deposit rating acceptable to the
Rating Agencies and (ii) whose deposits are insured by the FDIC.


 


“Eligible Investments”
mean book-entry securities, negotiable instruments or securities represented by
instruments in bearer or registered form that evidence:


 


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


 


(b)           demand
deposits, time deposits or certificates of deposit of any depository
institution or trust company incorporated under the laws of the United States
of America or any State (or any domestic branch of a foreign bank)


 


12

















 


and subject to supervision and examination by federal or State banking
or depository institution authorities; provided, however, that at the time of
the investment or contractual commitment to invest therein, the commercial
paper or other short-term senior unsecured debt obligations (other than such
obligations the rating of which is based on the credit of a Person other than
such depository institution or trust company) thereof shall have a credit rating
from each of the Rating Agencies in the highest investment category granted
thereby;


 


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


 


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


 


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


 


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


 


(g)           any
other investment permitted by each of the Rating Agencies in the highest
investment category granted thereby as set forth in writing delivered to the
Indenture Trustee;


 


provided, that investments described in clauses (b) through (g) shall be made only so long as
making such investments will not require the Issuing Entity to register as an
investment company under the Investment Company Act of 1940, as amended.


 


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


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, and the
regulations promulgated thereunder.


 


“Event of Default” is
defined in Section 5.1 of
the Indenture.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended.


 


“Exchange Act Reports”
means any reports on Form 10-D, Form 8-K and Form 10-K filed or
to be filed by the Seller with respect to the Issuing Entity under the Exchange
Act.


 


13

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Financed Equipment”
means property, including any agricultural, construction, forestry or other
equipment, together with all accessions thereto, securing an Obligor’s
indebtedness under a Retail Installment Contract, including any Substitute
Equipment that has been substituted (in accordance with Section 4.14 of the Sale and
Servicing Agreement) for a piece of equipment that originally secured such
indebtedness under a Retail Installment Contract (“Replaced Equipment”). Following
the substitution of the Substitute Equipment pursuant to Section 4.14 of the Sale and
Servicing Agreement, the Replaced Equipment shall no longer be considered
Financed Equipment for any purposes in the Basic Documents.


 


“Financial Asset” has the
meaning assigned thereto in Section 8-102(a)(9) of
the UCC.


 


“First Principal Payment Amount”
has the meaning assigned thereto in Section 5.6(b)(vi) of
the Sale and Servicing Agreement.


 


“Fitch” means Fitch, Inc.,
or its successor.


 


“Floating Rate Notes”
means the Class A-2, Class A-3b and Class A-4b Notes.


 


“Form 10-D Disclosure Item”
shall mean with respect to any Person, (a) any legal proceedings pending
against such Person or of which any property of such Person is then subject, or
(b) any governmental proceeding known to be contemplated by governmental
authorities


 


14

















 


against such
Person or of which any property of such Person would be subject, in each case
that would be material to the Noteholders.


 


“Funding Period” means
the period from and including the Closing Date and ending on the earliest
of:  (a) the Determination Date on
which the amount on deposit in the Pre-Funding Account (after giving effect to
any transfers therefrom in connection with the transfer of Subsequent
Receivables to the Issuing Entity on or before such Determination Date) is less
than $200,000, (b) the date on which an Event of Default or a Servicer
Default occurs, (c) the date on which an Insolvency Event occurs with
respect to the Seller or the Servicer and (d) the close of business on the
February 2008 Payment Date.


 


“Grant” means mortgage,
pledge, bargain, sell, warrant, alienate, remise, release, convey, assign,
transfer, create and grant a Lien upon and a security interest in and right of
set-off against, deposit, set over and confirm pursuant to the Indenture, and
other forms of the verb “to Grant” shall have correlative meanings. A Grant of
the Collateral or of any other agreement or instrument shall include all
rights, powers and options (but none of the obligations) of the Granting party
thereunder, including the immediate and continuing right to claim for, collect,
receive and give receipt for principal and interest payments in respect of the
Collateral and all other monies payable thereunder, to give and receive notices
and other communications, to make waivers or other agreements, to exercise all
rights and options, to bring Proceedings in the name of the Granting party or
otherwise and generally to do and receive anything that the Granting party is
or may be entitled to do or receive thereunder or with respect thereto.


 


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


 


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


 


“Indenture” means the
Indenture dated as of November 1, 2007 between the Issuing Entity and the
Indenture Trustee, as the same may be amended and supplemented from time to
time.


 


“Indenture Trustee” means
The Bank of New York Trust Company, N.A., a national banking association, not
in its individual capacity but solely as Indenture Trustee under the Indenture,
or any successor Indenture Trustee under the Indenture.


 


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


 


“Independent Certificate”
means a certificate or opinion to be delivered to the Indenture Trustee under
the circumstances described in, and otherwise complying with, the applicable


 


15

















 


requirements
of Section 11.1 of the
Indenture, made by an Independent appraiser or other expert appointed by an
Issuing Entity Order in the exercise of reasonable care and approved by the
Indenture Trustee, and such opinion or certificate shall State that the signer
has read the definition of “Independent” in the Indenture and that the signer
is Independent within the meaning thereof.


 


“Initial Aggregate Statistical
Contract Value” means $520,138,782.50, which amount is equal to the
aggregate Statistical Contract Value of all Initial Receivables as of the
Initial Cutoff Date.


 


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


 


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


 


“Initial Cutoff Date”
means October 31, 2007.


 


“Initial Cutoff Date APR”
means 5.12%, which is an annual rate that equals the weighted average APR of
the Initial Receivables as of the Initial Cutoff Date.


 


“Initial Pool Balance”
means:  (i) the Pool Balance as of
the Initial Cutoff Date, which is $499,999,999.01 plus (ii) the aggregate
Contract Value of all Subsequent Receivables sold to the Issuing Entity as of
their respective Subsequent Cutoff Dates.


 


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


 


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


 


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


 


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


 


16
















 


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


 


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


 


“Interest Rate Swap Agreements” or “Interest Rate Swap
Agreement” means the Class A-2 Swap Agreement, the Class A-3b
Swap Agreement and/or the Class A-4b Swap Agreement.


 


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


 


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


 


“Issuing
Entity” means CNH Equipment Trust 2007-C until a successor replaces
it and, thereafter, means the successor and, for purposes of any provision
contained in the Indenture and required by the TIA, each other obligor on the
Notes.


 


“Issuing
Entity Order” and “Issuing Entity
Request” means a written order or request, respectively, signed in
the name of the Issuing Entity by any one of its Authorized Officers and
delivered to the Indenture Trustee.


 


“Item 1119
Party” means the Seller, CNHCA, the Servicer, the Indenture Trustee,
the Trustee, the Backup Servicer, any underwriter of the Notes, any
Counterparty and any other material transaction party identified by the Seller
or CNHCA to the Indenture Trustee or the Trustee in writing.


 


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


 


“Lien”
means a security interest, lien, charge, pledge, equity or encumbrance of any
kind, other than (i) tax liens, mechanics’ liens and any liens that attach
to the related Receivable by operation of law as a result of any act or
omission by the related Obligor and (ii) any lien against the Financed
Equipment resulting from a cross-collateralization provision in the related
Contract.


 


“Liquidated
Receivable” means any Receivable liquidated by the Servicer through
the sale or other disposition of the related Financed Equipment or that the
Servicer has, after using all reasonable efforts to realize upon the Financed
Equipment, determined to charge off without realizing upon the Financed
Equipment.


 


“Liquidation
Proceeds” means, with respect to any Liquidated Receivable, the
monies collected in respect thereof from whatever source (including the
proceeds of insurance policies 


 


17

















 


with respect
to the related Financed Equipment (to the extent not used to purchase
Substitute Equipment) or Obligor and payments made by a Dealer pursuant to the
related Dealer Agreement with respect to such Receivable), other than
Recoveries, net of the sum of any amounts expended by the Servicer in
connection with such liquidation and any amounts required by law to be remitted
to the Obligor on such Liquidated Receivable.


 


“Liquidity
Receivables Purchase Agreement” is defined in the Recitals of the
Purchase Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Measured
Losses” means, for any Collection Period, the sum of (a) for
each Receivable that became a Liquidated Receivable during such Collection
Period, the difference between (i) the Principal Balance plus accrued and
unpaid interest on such Receivable less the Write Down Amount for such
Receivable (if such receivable was a 180-Day Receivable or Repossessed
Receivable at the time of liquidation), if any, and (ii) the Liquidation
Proceeds received with respect to such Receivable during such Collection
Period, (b) with respect to any Receivable that became a 180-Day
Receivable or a Repossessed Receivable during such Collection Period, the Write
Down Amount, if any, for that Receivable and (c) with respect to each
other 180-Day Receivable or Repossessed Receivable, the amount of the
adjustment, if any, to the Write Down Amount for such Receivable for the
related Collection Period.


 


“Modification Purchase Event” is defined
in Section 4.2 of the Sale and
Servicing Agreement.


 


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


 


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


 


“Negative
Carry Account Initial Deposit” means $0.


 


“Negative
Carry Amount” means an amount for each Payment Date calculated by
the Servicer as the difference (if positive) between:  (a) the product of:  (i) the sum of the Class 


 


18

















 


Interest
Amounts for each Class of Notes for such Payment Date multiplied by (ii) the
Pre-Funded Percentage as of the immediately prior Payment Date (or, in the case
of the first Payment Date, the Closing Date) minus (b) the Pre-Funding
Account Investment Earnings.


 


“Net Swap Payments” or “Net Swap Payment”
means the Class A-2 Net Swap Payment, the Class A-3b Net Swap Payment
and/or the Class A-4b Net Swap Payment.


 


“Net Swap Receipts” or “Net Swap Receipt”
means the Class A-2 Net Swap Receipt, the Class A-3b Net Swap Receipt
and/or the Class A-4b Net Swap Receipt.


 


“NH Credit”
means New Holland Credit Company, LLC, a Delaware limited liability company,
and its successors and assigns.


 


“Note Balance”
means the aggregate Outstanding Amount of the Notes from time to time.


 


“Note
Depository Agreement” means the agreement between the Issuing Entity
and The Depository Trust Company, as the initial Clearing Agency, dated as of
the Closing Date.


 


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


 


“Note Monthly
Principal Distributable Amount” means, with respect to any Payment
Date, the amount necessary to be paid on the Notes to reduce the Outstanding
Amount of the Notes (after giving effect to the application of the First
Principal Payment Amount to reduce such Outstanding Amount) to an amount equal
to the Asset Balance for that Payment Date; provided
that the Note Monthly Principal Distributable Amount shall not exceed the
aggregate Outstanding Amount of the Notes; provided,
further, that on the Class Final
Scheduled Maturity Date for each Class of Notes, the Note Monthly
Principal Distributable Amount will at least equal the amount necessary to
repay the Outstanding Amount of that Class of Notes and of any other Class of
Notes payable prior to that Class of Notes. For purposes of this definition
only, the A-1 Notes, A-2 Notes, A-3 Notes and the A-4 Notes shall each be
deemed to be a separate Class of Notes.


 


“Note Owner”
means, with respect to a Book-Entry Note, the Person who is the owner of such
Book-Entry Note, as reflected on the books of the Clearing Agency, or on the
books of a Person maintaining an account with the Clearing Agency (directly as
a Clearing Agency Participant or as an indirect participant, in each case in
accordance with the rules of the Clearing Agency).


 


“Note Pool
Factor” means, as of the close of business on any Payment Date with
respect to any Class of Notes, the Outstanding Amount of that Class of
Notes divided by the original Outstanding Amount of that Class of Notes
(carried out to the seventh decimal place). The Note Pool Factor for each Class will
be 100% as of the Closing Date, and, thereafter, will decline to reflect
reductions in the Outstanding Amount of the Notes.


 


“Note
Register” and “Note Registrar” have the respective meanings
specified in Section 2.4 of
the Indenture.


 


19

















 


“Noteholders”
means the Class A Noteholders and the Class B Noteholders.


 


“Noteholders’ Distributable Amount”
means, with respect to any Payment Date, the sum of:  (a) the Class Interest Amount for
each Class of Notes and (b) the Note Monthly Principal Distributable
Amount.


 


“Notes”
means the Class A Notes and the Class B Notes.


 


“Obligor”
means, with respect to any Receivable, any Person who owes payments under the
Receivable.


 


“Officer’s Certificate”
means a certificate signed by one of the following:  the Chairman of the Board, the President, the
Vice Chairman of the Board, an Executive Vice President, any Vice President, a
Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of the Seller,
Administrator or Servicer, as appropriate.


 


“One-Month
LIBOR” means, for each Interest Period, the rate for deposits in
U.S. Dollars for a period of one month corresponding to such Interest Period
which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m.,
London time, on the related LIBOR Determination Date. If such rate does not
appear on the Reuters Screen LIBOR01 Page, the rate for that Interest Period
will be determined as if the parties had specified “USD-LIBOR Reference Banks
Rate” as the applicable rate.


 


“Opinion of
Counsel” means a written opinion of counsel (who may, except as
otherwise expressly provided in this Agreement, be an employee of or counsel to
the Seller or the Servicer), which counsel and opinion shall be reasonably
acceptable to the Indenture Trustee, the Trustee, the Counterparties or the
Rating Agencies, as applicable.


 


“Originator”
means CNHCA.


 


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


 


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


 


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


 


(iii)          Notes in exchange
for or in lieu of other Notes that have been authenticated and delivered
pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is
presented that any such Notes are held by a bona fide purchaser; provided, that in determining whether the
Holders of the requisite Outstanding Amount of the Notes have given any
request, demand, authorization, direction, notice, consent or waiver hereunder
or under any Basic 


 


20

















 


Document, Notes owned by the Issuing Entity,
any other obligor upon the Notes, the Seller or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Indenture Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Notes that a Responsible Officer of the Indenture
Trustee actually knows to be so owned shall be so disregarded. Notes so owned
that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s
right so to act with respect to such Notes and that the pledgee is not the
Issuing Entity, any other obligor upon the Notes, the Seller or any Affiliate
of any of the foregoing Persons.


 


“Outstanding
Amount” means the aggregate principal amount of all Notes, or Class of
Notes, as applicable, Outstanding at the date of determination.


 


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


 


“Paying Agent”
means (a) with respect to the Notes, the Indenture Trustee or any other
Person that meets the eligibility standards for the Indenture Trustee specified
in Section 6.11 of the
Indenture and is authorized by the Issuing Entity to make the payments to and
distributions from the Collection Account and the Note Distribution Account,
including payment of principal of or interest on the Notes on behalf of the
Issuing Entity, and (b) with respect to the Certificates, any paying agent
or co-paying agent appointed pursuant to Section 3.9
of the Trust Agreement, and shall initially be The Bank of New York Trust
Company, N.A.


 


“Payment Date”
means, with respect to each Collection Period, the fifteenth day of the
calendar month following the end of that Collection Period, or, if such day is
not a Business Day, the next Business Day, commencing on January 15, 2008.


 


“Person”
means any individual, corporation, limited liability company, estate,
partnership, joint venture, association, joint stock company, trust (including
any beneficiary thereof), unincorporated organization or government or any
agency or political subdivision thereof.


 


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


 


“Posted Date”
is defined in Section 5.3 of
the Sale and Servicing Agreement.


 


“Predecessor
Note” means, with respect to any particular Note, every previous
Note evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.5
of the Indenture in lieu of a mutilated, lost, destroyed or stolen Note shall
be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Note.


 


21

















 


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


 


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


 


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


 


“Pre-Funding
Account Initial Deposit” means $0.


 


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


 


“Preliminary
Prospectus” means the prospectus dated December 4, 2007 and the
prospectus supplement dated December 4, 2007 (subject to completion),
relating to the Class A Notes.


 


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


 


“Principal
Balance” of a Receivable, as of the close of business on the last
day of a Collection Period, means the Amount Financed minus the sum of:  (i) that portion of all Scheduled
Payments paid on or prior to such day allocable to principal using the simple
interest method, (ii) any refunded portion of insurance premiums included
in the Amount Financed, (iii) any payment of the Purchase Amount with
respect to the Receivable allocable to principal and (iv) any prepayment
in full or any partial prepayments applied to reduce the Principal Balance of
the Receivable.


 


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


 


“Principal
Supplement Account Deposit” means, with respect to each Subsequent
Transfer Date, an amount equal to the Required Principal Supplement Account
Balance applicable to such Subsequent Transfer Date minus any amount then on
deposit in the Principal Supplement Account.


 


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


 


“Priority
Swap Termination Payment” shall mean any Class A-2 Swap
Termination Payment, Class A-3b Swap Termination Payment or Class A-4b
Swap Termination Payment payable by the Issuing Entity relating to (i) an
early termination of the Class A-2 Swap Agreement, Class A-3b Swap
Agreement or Class A-4b Swap Agreement, respectively, following an “Event
of Default” or “Termination Event” for which the applicable Counterparty 


 


22

















 


is not the “Defaulting
Party” or sole “Affected Party” or (ii) an early termination of the Class A-2
Swap Agreement, Class A-3b Swap Agreement or Class A-4b Swap
Agreement, respectively, as a result of a “Tax Event” or “Illegality” (terms in
quotations in the foregoing definition shall have the respective meanings
assigned to such terms in the Class A-2 Swap Agreement, Class A-3b
Swap Agreement or Class A-4b Swap Agreement, respectively).


 


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


 


“Prospectus”
means the prospectus dated December 4, 2007 and the prospectus supplement
dated December 6, 2007, relating to the Class A Notes.


 


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


 


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


 


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


 


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


 


“Purchased
Receivable” means a Receivable purchased as of the close of business
on the last day of a Collection Period by the Servicer or CNHCA pursuant to Section 4.6 of the Sale and Servicing
Agreement, by CNHCA pursuant to Section 6.2
of the Purchase Agreement, or by the Seller pursuant to Section 3.2 of the Sale and Servicing
Agreement, or as of the first day of a Collection Period by CNHCA pursuant to Section 9.1(a) of the Sale and
Servicing Agreement and Section 6.2
of the Purchase Agreement.


 


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


 


“Rating
Agency Condition” means, with respect to any action, that each
Rating Agency shall have notified the Seller, the Servicer, the Trustee and the
Indenture Trustee in writing that such action will not result in a reduction or
withdrawal of the then current rating of any Class of the Notes.


 


“Reacquired
Receivables” means Receivables that (i) have been purchased by
the Servicer, repurchased by CNHCA or the Seller, or otherwise transferred to
the Servicer, Seller or CNHCA or their Affiliate pursuant to the terms of the
Basic Documents or (ii) are designated or 


 


23

















 


identified to
be purchased by the Servicer, repurchased by CNHCA or the Seller, or otherwise
transferred to the Servicer, Seller or CNHCA or their Affiliate pursuant to the
terms of the Basic Documents; provided  however, with respect to
the preceding clause (ii), such Receivables
shall only become Reacquired Receivables the instant before (x) such
purchase, repurchase or transfer pursuant to the Basic Documents, and (y) the
full amount, if any, required to be paid for such Receivables having been paid
and/or deposited as and when required under the Basic Documents.


 


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


 


“Receivable”
means, collectively, any Contract listed on the Assignment and each Subsequent
Transfer Assignment (other than Reacquired Receivables).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Replaced
Equipment” is defined in “Financed
Equipment” above.


 


“Reportable
Event” shall mean any event required to be reported on Form 8-K,
and in any event, the following:


 


24

















 


(a)           entry into a
definitive agreement related to the Issuing Entity or the Notes or an amendment
to a Basic Document, even if the Seller is not a party to such agreement (e.g.,
a servicing agreement with a servicer contemplated by Item 1108(a)(3) of
Regulation AB);


 


(b)           termination of a
Basic Document (other than by expiration of the agreement on its stated
termination date or as a result of all parties completing their obligations
under such agreement), even if the Seller is not a party to such agreement
(e.g., a servicing agreement with a servicer contemplated by Item 1108(a)(3) of
Regulation AB);


 


(c)           with respect to the
Servicer only, the occurrence of a Servicer Default;


 


(d)           an Event of Default;


 


(e)           the resignation,
removal, replacement, substitution, of the Indenture Trustee or the Trustee;
and


 


(f)            with respect to the
Indenture Trustee only, a required distribution to holders of the Notes is not
made as of the required Payment Date under the Indenture.


 


“Repossessed
Receivable” with respect to any Collection Period will be any
Receivable as to which the Financed Equipment securing the defaulted Receivable
has been repossessed on or prior to the last day of such Collection Period and
which has not become a Liquidated Receivable.


 


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


 


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


 


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


 


25

















 


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


 


“Reuters  Screen LIBOR01 Page”
means the display page currently so designated on the Reuters Monitor
Money Rates Service (or such other page as may replace that page on
that service for the purpose of displaying comparable rates or prices).


 


“Sale and Servicing Agreement” means the Sale
and Servicing Agreement, dated as of November 1, 2007 among the Issuing
Entity, the Seller and the Servicer.


 


“Sale
Proceeds” is defined in Section 9.1(b) of
the Sale and Servicing Agreement.


 


“Schedule of
Receivables” means, collectively, the listings of the Receivables
attached to, or incorporated by reference in, the CNHCA Assignment and the
Assignment, and the listing of Receivables attached to, or incorporated by
reference in, each CNHCA Subsequent Transfer Assignment and Subsequent Transfer
Assignment (each of which schedules may be in the form of a compact disk or any
other computer-readable medium).


 


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


 


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


 


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


 


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


 


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


 


“Seller”
means CNHCR.


 


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


 


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


 


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


 


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


 


26

















 


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


 


“Servicing
Procedures” is defined in Section 4.1
of the Sale and Servicing Agreement.


 


“Simple
Interest Receivable” means any Receivable under which the portion of
a payment allocable to interest and the portion allocable to principal is
determined by allocating a fixed level payment between principal and interest,
such that such payment is allocated first to the accrued and unpaid interest at
the Annual Percentage Rate for such Receivable on the unpaid principal balance
and the remainder of such payment is allocable to principal.


 


“Specified
Discount Factor” equals 7.00%.


 


“Specified
Spread Account Balance” means on the Closing Date, 2.35% of the sum
of the Pool Balance as of the Initial Cutoff Date and on any Payment Date
thereafter the lesser of, (a) 2.35% of the sum of (i) the Pool
Balance as of the Initial Cutoff Date plus (ii) the aggregate Contract
Value of all Subsequent Receivables sold to the Trust as of their respective
Cutoff Dates and (b) the outstanding principal amount of the Notes. However,
if (A) the Specified Spread Account
Reduction Trigger is met on the Payment Date in June 2009 or any Payment
Date thereafter, the percentage in clause (a) will
be reduced to 2.00% on such Payment Date and will remain at such percentage for
each Payment Date thereafter unless further reduced on the Payment Dates as
provided in the following clauses (B),
(C) or (D); (B) if the Specified Spread Account
Reduction Trigger is met on the Payment Date in December 2009 or any
Payment Date thereafter, the percentage in clause
(a) of the preceding sentence will be reduced to 1.75% on such
Payment Date (regardless of whether the Specified Spread Account Reduction
Trigger was met on the Payment Date in June 2009 or any Payment Date
thereafter and will remain at such percentage for each Payment Date thereafter
unless further reduced on the Payment Date as provided in the following clause (C); (C) the
Specified Spread Account Reduction Trigger is met on the Payment Date in June 2010
or any Payment Date thereafter, the percentage in clause (a) of the preceding sentence will be reduced to
1.50% on such Payment Date (regardless of whether the Specified Spread Account
Reduction Trigger was met on the Payment Dates in June 2009 or any Payment
Date thereafter or December 2009 or any Payment Date thereafter) and will
remain at such percentage for each Payment Date thereafter unless further
reduced on the Payment Date as provided in the following clause (D);
and (D) the Specified Spread Account
Reduction Trigger is met on the Payment Date in December 2010 or any
Payment Date thereafter, the percentage in clause (a) of
the preceding sentence will be reduced to 1.15% on such Payment Date
(regardless of whether the Specified Spread Account Reduction Trigger was met
on the Payment Dates in June 2009 or any Payment Date thereafter, December 2009
or any Payment Date thereafter or June 2010 or any Payment Date
thereafter) and will remain at such percentage for each Payment Date thereafter.
The Specified Spread Account Balance may be reduced or modified without the
consent of the Holders of the Notes if the Rating Agency Condition is satisfied
with respect to such reduction or modification.


 


“Specified
Spread Account Reduction Trigger” for the Payment Date in June 2009,
December 2009, June 2010, or December 2010 or any Payment Date
after such Payment Dates 


 


27

















 


will be met if
the Average Delinquency Ratio Test and the Cumulative Net Loss Ratio Test for
such Payment Date are met on such Payment Date or a Payment Date thereafter.


 


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


 


“Spread
Account Initial Deposit” means, initially, $11,750,000 and, with
respect to each Subsequent Transfer Date, cash or Eligible Investments having a
value approximately equal to 2.35% of the aggregate Contract Value of the
Subsequent Receivables conveyed to the Issuing Entity on such Subsequent
Transfer Date.


 


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


 


“Standard &
Poor’s” means Standard & Poor’s Ratings Services, a
division of The McGraw-Hill Companies, Inc., or its successor.


 


“State”
means any one of the 50 states of the United States of America or the District
of Columbia.


 


“Stated Fixed
Interest Rate Swap Rate” means with respect to the Class A-2
Notes, the Class A-3b Notes and the Class A-4b Notes, the fixed
interest rate of 4.066%, 3.880% and 3.962%, respectively.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


28

















 


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


 


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


 


“Substitute
Equipment” is defined in Section 4.14
of the Sale and Servicing Agreement.


 


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


 


“TIA”
means the Trust Indenture Act.


 


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


 


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


 


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


 


“Trust”
means the Issuing Entity.


 


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


 


29

















 


“Trust
Accounts” has the meaning assigned thereto in Section 5.1(b) of the Sale and
Servicing Agreement.


 


“Trust
Agreement” means the Trust Agreement dated as of November 1,
2007 between the Seller and the Trustee, as the same may be amended and
supplemented from time to time.


 


“Trust
Certificate” means a certificate evidencing the beneficial interest
of a Certificateholder in the Trust, substantially in the form of Exhibit A
to the Trust Agreement.


 


“Trust Estate”
means (a) with respect to the Indenture, all the money, instruments,
rights and other property that are subject or intended to be subject to the
Lien and security interest of the Indenture for the benefit of the Noteholders
(including all property and interests Granted to the Indenture Trustee),
including all proceeds thereof, and (b) with respect to the Trust Agreement,
all right, title and interest of the Trust in and to the property and rights
assigned to the Trust pursuant to Article II (other than Section 2.1(b)) of the Sale and
Servicing Agreement, all funds on deposit from time to time in the Trust
Accounts and the Certificate Distribution Account and all other property of the
Trust from time to time, including any rights of the Trustee and the Trust
pursuant to the Sale and Servicing Agreement and the Administration Agreement.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as in force on
the date of the Indenture unless otherwise specifically provided.


 


“Trust
Officer” means, in the case of the Indenture Trustee, any officer
within the Corporate Trust Office of the Indenture Trustee, including any Vice
President, Assistant Vice President, Secretary, Assistant Secretary or any
other officer of the Indenture Trustee customarily performing functions similar
to those performed by any of the above designated officers and also, with
respect to a particular matter, any other officer to whom such matter is
referred because of such officer’s knowledge of and familiarity with the
particular subject and, with respect to the Trustee, any officer in the
Corporate Trustee Administration Department of the Trustee with direct
responsibility for the administration of the Trust Agreement and the Basic
Documents on behalf of the Trustee.


 


“Trust
Statute” means Chapter 38 of Title 12 of the Delaware Code, 12 Del.
Code § 3801 et seq., as the same may be amended from time to time.


 


“Trustee”
means Wilmington Trust Company, a Delaware banking corporation, not in its
individual capacity but solely as trustee under the Trust Agreement, and any
successor Trustee thereunder.


 


“Uncertificated
Security” has the meaning assigned thereto in Section 8-102(a)(18) of the UCC.


 


“UCC”
means, unless the context otherwise requires, the Uniform Commercial Code as in
effect in the relevant jurisdiction, as amended from time to time.


 


“Underwriting
Agreement” means the Underwriting Agreement dated December 6,
2007 among ABN AMRO Bank, N.V. and Barclays Capital Inc. as representatives of
the several underwriters named therein, CNHCA and CNHCR.


 


30

















 


“USD-LIBOR
Reference Banks Rate” means the Class A-2 USD-LIBOR Reference
Banks Rate, the Class A-3b USD-LIBOR Reference Banks Rate or the Class A-4b
USD-LIBOR Reference Banks Rate, as applicable.


 


“Write Down
Amount” for any Collection Period for any 180-Day Receivable or
Repossessed Receivable will be the excess of (a) the Principal Balance
plus accrued and unpaid interest of such Receivable as of the last day of the
Collection Period during which the Receivable became a 180-Day Receivable or
Repossessed Receivable, as applicable, over (b) the estimated realizable
value of the Receivable, as determined by the Servicer in accordance with its
then-current servicing procedures for the related Collection Period, which
amount may be adjusted to zero by the Servicer in accordance with its normal
servicing procedures if the Receivable has ceased to be a 180-Day Receivable as
provided in the definition of “180-Day Receivable.”


 


31
















 


EXHIBIT A-1
 to Indenture


 


FORM OF A-1 NOTES


 


	
  REGISTERED

  	
   

  	
  $111,000,000.00(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12620H AA5

  



 


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


 


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


 


CNH EQUIPMENT TRUST 2007-C

5.09750%  CLASS A-1
ASSET BACKED NOTES


 


CNH Equipment Trust 2007-C, a statutory trust organized and existing
under the laws of the State of Delaware (including any successor, the “Issuing Entity”),
for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of ONE HUNDRED AND ELEVEN MILLION DOLLARS
($111,000,000.00), partially payable on each Payment Date in an amount equal to
the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the A-1 Notes pursuant to Section 3.1 of the
Indenture; provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the December 15,
2008 Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) of
the Indenture. The Issuing Entity will pay interest on this Note at the rate
per annum shown above, on each Payment Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date), subject to certain
limitations contained in Section 3.1 of the Indenture. Interest on this Note
will accrue for each Payment Date from the most recent Payment Date on which interest
has been paid to but excluding the then current Payment Date or, if no interest
has yet been paid, from the date hereof. Interest will be computed on the basis
of a 360-day year and the actual number of days in the applicable Interest
Period. Such principal of and interest on this Note shall be paid in the manner
specified in the Indenture.


 






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


 


1

















 


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


 


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


 


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


 


2

















 


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


 


Dated:  December       ,
2007


 


 


	
   

  	
  CNH EQUIPMENT TRUST 2007-C

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
   

  	
  not in its individual capacity but

  
	
   

  	
   

  	
  solely as Trustee under the

  
	
   

  	
   

  	
  Trust Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


3

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:  December       ,
2007


 


 


	
   

  	
  THE BANK OF NEW YORK TRUST 

  COMPANY, N.A.

  
	
   

  	
  not in its individual capacity but solely

  
	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


4

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of Notes of the Issuing
Entity, designated as its 5.09750% Class A-1 Asset Backed Notes (herein
called the “A-1 Notes” or the “Notes”), all issued under an Indenture
dated as of November 1, 2007 (such Indenture, as supplemented or amended,
is herein called the “Indenture”)
between the Issuing Entity and The Bank of New York Trust Company, N.A., not in
its individual capacity but solely as trustee (the “Indenture Trustee”, which term
includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights and obligations thereunder of the Issuing
Entity, the Indenture Trustee and the Holders of the Notes. The Notes are
subject to all terms of the Indenture. All terms used in this Note that are not
otherwise defined herein and that are defined in the Indenture shall have the
meanings assigned to them in or pursuant to the Indenture.


 


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


 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


6

















 


ASSIGNMENT


 


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


 


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


 


 


(name and address of assignee)


 


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


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

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

  



 






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


 


7
















 


EXHIBIT A-2


to Indenture


 


FORM OF A-2 NOTES


 


	
  REGISTERED

  	
   

  	
  $141,000,000.00(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12620H AC1

  



 


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


 


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


 


CNH EQUIPMENT TRUST 2007-C


FLOATING RATE CLASS A-2 ASSET BACKED NOTES


 


CNH Equipment Trust 2007-C, a statutory trust organized and existing
under the laws of the State of Delaware (including any successor, the “Issuing Entity”), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of ONE HUNDRED
AND FORTY-ONE MILLION DOLLARS ($141,000,000.00), partially payable on each
Payment Date in an amount equal to the aggregate amount, if any, payable from
the Note Distribution Account in respect of principal on the A-2 Notes pursuant
to Section 3.1 of the Indenture; provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the September 15,
2010 Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture. Except as
provided in Section 5.4 of the Indenture, no
payments of principal of the Notes will be made until the principal of the A-1
Notes has been paid in full. The Issuing Entity will pay interest on this Note
at the A-2 Note Rate, on each Payment Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date), subject to certain
limitations contained in Section 3.1
of the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but excluding
the then current Payment Date or, if no interest has yet been paid, from the
date hereof. Interest will be computed on the basis of a 360-day year and the
actual number of days in the applicable Interest Period. Such principal of and
interest on this Note shall be paid in the manner specified in the Indenture.


 






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


 


1

















 


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


 


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


 


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


 


2

















 


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


 


Dated:  December       ,
2007


 


	
   

  	
  CNH EQUIPMENT TRUST 2007-C

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
   

  	
  not in its individual capacity

  
	
   

  	
   

  	
  but solely as Trustee under

  
	
   

  	
   

  	
  the Trust Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


3

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:  December       ,
2007


 


	
   

  	
  THE BANK OF NEW YORK TRUST 

  COMPANY, N.A.

  
	
   

  	
  not in its individual capacity but

  
	
   

  	
  solely as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


4

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of Notes of the Issuing
Entity, designated as its Floating Rate Class A-2 Asset Backed Notes
(herein called the “A-2 Notes” or
the “Notes”), all issued under an Indenture
dated as of November 1, 2007 (such Indenture, as supplemented or amended,
is herein called the “Indenture”)
between the Issuing Entity and The Bank of New York Trust Company, N.A., not in
its individual capacity but solely as trustee (the “Indenture
Trustee”, which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders
of the Notes. The Notes are subject to all terms of the Indenture. All terms
used in this Note that are not otherwise defined herein and that are defined in
the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.


 


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


 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


6

















 


ASSIGNMENT


 


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


 


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


 


 


(name and address of assignee)


 


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


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Signatures must be guaranteed by an “eligible 

  
	
   

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

  
					



 






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


 


7
















 


EXHIBIT A-3a

to Indenture


 


FORM OF A-3a
NOTES


 


	
  REGISTERED

  	
   

  	
  $82,000,000.00(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12620H AD9

  



 


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


 


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


 


CNH EQUIPMENT TRUST 2007-C


5.21% CLASS A-3a ASSET BACKED NOTES


 


CNH Equipment Trust 2007-C, a statutory trust organized and existing
under the laws of the State of Delaware (including any successor, the “Issuing Entity”), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of EIGHTY-TWO
MILLION DOLLARS ($82,000,000.00), partially payable on each Payment Date in an
amount equal to the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the A-3a Notes pursuant to Section 3.1 of the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the December 15, 2011 Payment Date and the Redemption
Date, if any, pursuant to Section 10.1(a) of
the Indenture. Except as provided in Section 5.4
of the Indenture, no payments of principal of the Notes will be made until the
principal of the A-1 Notes and the A-2 Notes has been paid in full. The Issuing
Entity will pay interest on this Note at the A-3a Note Rate, on each Payment
Date until the principal of this Note is paid or made available for payment, on
the principal amount of this Note outstanding on the preceding Payment Date
(after giving effect to all payments of principal made on the preceding Payment
Date), subject to certain limitations contained in Section 3.1
of the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but excluding
the then current Payment Date or, if no interest has yet been paid, from the
date hereof. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Such principal of and interest on this Note
shall be paid in the manner specified in the Indenture.


 






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


 


1

















 


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


 


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


 


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


 


2

















 


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


 


Dated:  December       ,
2007


 


	
   

  	
  CNH EQUIPMENT TRUST 2007-C

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
  not in its individual capacity

  
	
   

  	
  but solely as Trustee

  
	
   

  	
  under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


3

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:  December       ,
2007


 


	
   

  	
  THE BANK OF NEW YORK TRUST 

  COMPANY, N.A.,

  
	
   

  	
  not in its individual capacity but solely

  
	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


4

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of the Issuing Entity,
designated as its 5.21% Class A-3a Asset Backed Notes (herein called the “A-3a Notes” or the “Notes”), all issued under an Indenture
dated as of November 1, 2007 (such Indenture, as supplemented or amended,
is herein called the “Indenture”)
between the Issuing Entity and The Bank of New York Trust Company, N.A., not in
its individual capacity but solely as trustee (the “Indenture
Trustee”, which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuing Entity, the Indenture Trustee and the
Holders of the Notes. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are not otherwise defined herein and that are
defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture.


 


The Notes, the A-1 Notes, the A-2 Notes, the A-3b Notes and the A-4
Notes are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.


 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


6

















 


ASSIGNMENT


 


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


 


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


 


 


(name and address of assignee)


 


the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints


 


, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  	
  Signatures must be guaranteed by an “eligible 

  
	
   

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

  
					



 






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


 


7
















 


EXHIBIT A-3b
 to Indenture


 


FORM OF A-3b
NOTES


 


	
  REGISTERED

  	
   

  	
  $35,000,000.00(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12620H AE7

  



 


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


 


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


 


CNH EQUIPMENT TRUST 2007-C


FLOATING RATE CLASS A-3b ASSET BACKED
NOTES


 


CNH Equipment Trust 2007-C, a statutory trust organized and existing
under the laws of the State of Delaware (including any successor, the “Issuing Entity”), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of THIRTY-FIVE
MILLION DOLLARS ($35,000,000.00) partially payable on each Payment Date in an
amount equal to the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the A-3b Notes pursuant to Section 3.1 of the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the December 15, 2011 Payment Date
and the Redemption Date, if any, pursuant to Section 10.1(a) of
the Indenture. Except as provided in Section 5.4
of the Indenture, no payments of principal of the Notes will be made until the
principal of the A-1 Notes and the A-2 Notes has been paid in full. The Issuing
Entity will pay interest on this Note at the A-3b Note Rate, on each Payment
Date until the principal of this Note is paid or made available for payment, on
the principal amount of this Note outstanding on the preceding Payment Date
(after giving effect to all payments of principal made on the preceding Payment
Date), subject to certain limitations contained in Section 3.1
of the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but excluding
the then current Payment Date or, if no interest has yet been paid, from the
date hereof. Interest will be computed on the basis of a 360-day year and the
actual number of days in the applicable 


 






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


 


1

















 


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


 


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


 


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


 


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


 


2

















 


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


 


Dated:  December     ,
2007


 


	
   

  	
  CNH EQUIPMENT TRUST 2007-C

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
   

  	
  not in its individual capacity

  
	
   

  	
   

  	
  but solely as Trustee

  
	
   

  	
   

  	
  under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


3

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:  December       ,
2007


 


	
   

  	
  THE BANK OF NEW YORK TRUST 

  COMPANY, N.A.,

  
	
   

  	
  not in its individual capacity but solely

  
	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


4

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of the Issuing Entity,
designated as its Floating Rate Class A-3b Asset Backed Notes (herein
called the “A-3b Notes” or the “Notes”),
all issued under an Indenture dated as of November 1, 2007 (such
Indenture, as supplemented or amended, is herein called the “Indenture”) between the Issuing Entity and The Bank of New
York Trust Company, N.A., not in its individual capacity but solely as trustee
(the “Indenture Trustee,” which term includes
any successor Indenture Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuing Entity, the
Indenture Trustee and the Holders of the Notes. The Notes are subject to all
terms of the Indenture. All terms used in this Note that are not otherwise
defined herein and that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.


 


The Notes, the A-1 Notes, the A-2 Notes, the A-3a Notes and the A-4
Notes are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.


 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


6

















 


ASSIGNMENT


 


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


 


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


 


 


(name and address of assignee)


 


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


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  	
  Signatures must be guaranteed by an “eligible

  
	
   

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

  
					



 






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


 


7
















 


EXHIBIT A-4a

to Indenture


 


FORM OF A-4a
NOTES


 


	
  REGISTERED

  	
   

  	
  $83,500,000.00(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12620H AF4

  



 


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


 


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


 


CNH EQUIPMENT TRUST 2007-C


5.42% CLASS A-4a ASSET BACKED NOTES


 


CNH Equipment Trust 2007-C, a statutory trust organized and existing
under the laws of the State of Delaware (including any successor, the “Issuing Entity”), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of EIGHTY-THREE
MILLION AND FIVE HUNDRED THOUSAND DOLLARS ($83,500,000.00), partially payable
on each Payment Date in an amount equal to the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal on the A-4a
Notes pursuant to Section 3.1 of the
Indenture; provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the March 17,
2014 Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture. Except as
provided in Section 5.4 of the Indenture, no
payments of principal of the Notes will be made until the principal of the A-1
Notes, the A-2 Notes and the A-3 Notes has been paid in full. The Issuing
Entity will pay interest on this Note at the A-4a Note Rate, on each Payment
Date until the principal of this Note is paid or made available for payment, on
the principal amount of this Note outstanding on the preceding Payment Date
(after giving effect to all payments of principal made on the preceding Payment
Date), subject to certain limitations contained in Section 3.1
of the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but excluding
the then current Payment Date or, if no interest has yet been paid, from the
date hereof. Interest will be computed on the basis of a 360-day year 


 






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


 


1

















 


consisting of
twelve 30-day months. Such principal of and interest on this Note shall be paid
in the manner specified in the Indenture.


 


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


 


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


 


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


 


2

















 


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


 


Dated:  December       ,
2007


 


 


	
   

  	
  CNH EQUIPMENT TRUST 2007-C

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
  not in its individual capacity

  
	
   

  	
  but solely as Trustee

  
	
   

  	
  under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


3

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:  December       ,
2007


 


 


	
   

  	
  THE BANK OF NEW YORK TRUST 

  COMPANY, N.A.,

  
	
   

  	
  not in its individual capacity but solely

  
	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


4

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of the Issuing Entity,
designated as its 5.42% Class A-4a Asset Backed Notes (herein called the “A-4a Notes” or the “Notes”), all issued under an Indenture
dated as of November 1, 2007 (such Indenture, as supplemented or amended,
is herein called the “Indenture”)
between the Issuing Entity and The Bank of New York Trust Company, N.A., not in
its individual capacity but solely as trustee (the “Indenture
Trustee”, which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuing Entity, the Indenture Trustee and the Holders
of the Notes. The Notes are subject to all terms of the Indenture. All terms
used in this Note that are not otherwise defined herein and that are defined in
the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.


 


The Notes, the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4b
Notes are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.


 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


6

















 


ASSIGNMENT


 


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


 


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


 


 


(name and address of assignee)


 


the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints


 


, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  	
  Signatures must be guaranteed by an “eligible

  
	
   

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

  
					



 






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


 


7
















 


EXHIBIT A-4b

to Indenture


 


FORM OF A-4b
NOTES


 


	
  REGISTERED

  	
   

  	
  $35,000,000.00(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12620H AG2

  



 


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


 


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


 


CNH EQUIPMENT TRUST 2007-C


FLOATING RATE CLASS A-4b ASSET BACKED
NOTES


 


CNH Equipment Trust 2007-C, a statutory trust organized and existing
under the laws of the State of Delaware (including any successor, the “Issuing Entity”), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of THIRTY-FIVE
MILLION DOLLARS ($35,000,000.00), partially payable on each Payment Date in an
amount equal to the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the A-4b Notes pursuant to Section 3.1 of the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the March 17, 2014 Payment Date and the Redemption Date,
if any, pursuant to Section 10.1(a) of
the Indenture. Except as provided in Section 5.4
of the Indenture, no payments of principal of the Notes will be made until the
principal of the A-1 Notes, the A-2 Notes and the A-3 Notes has been paid in
full. The Issuing Entity will pay interest on this Note at the A-4b Note Rate,
on each Payment Date until the principal of this Note is paid or made available
for payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date), subject to certain limitations contained in Section 3.1 of the Indenture. Interest on this Note
will accrue for each Payment Date from the most recent Payment Date on which
interest has been paid to but excluding the then current Payment Date or, if no
interest has yet been paid, from the date hereof. Interest will be computed on
the basis of a 360-day year and the actual number of days in the applicable
Interest 


 






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


 


1

















 


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


 


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


 


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


 


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


 


2

















 


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


 


Dated:  December       ,
2007


 


 


	
   

  	
  CNH EQUIPMENT TRUST 2007-C

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
  not in its individual capacity

  
	
   

  	
  but solely as Trustee

  
	
   

  	
  under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


3

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:  December       ,
2007


 


 


	
   

  	
  THE BANK OF NEW YORK TRUST 

  COMPANY, N.A.,

  
	
   

  	
  not in its individual capacity but solely

  
	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


4

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of the Issuing Entity,
designated as its Floating Rate Class A-4b Asset Backed Notes (herein
called the “A-4b Notes” or the “Notes”), all issued
under an Indenture dated as of November 1, 2007 (such Indenture, as
supplemented or amended, is herein called the “Indenture”)
between the Issuing Entity and The Bank of New York Trust Company, N.A., not in
its individual capacity but solely as trustee (the “Indenture
Trustee”, which term includes any successor Indenture Trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuing Entity, the Indenture Trustee and the
Holders of the Notes. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are not otherwise defined herein and that are
defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture.


 


The Notes, the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4a
Notes are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.


 


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


 


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


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


6

















 


ASSIGNMENT


 


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


 


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


 


 


(name and
address of assignee)


 


the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints


 


, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  	
  Signatures must be guaranteed by an “eligible

  
	
   

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

  
					



 






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


 


7
















 


EXHIBIT A-5

to Indenture


 


FORM OF CLASS B
NOTES


 


	
  REGISTERED

  	
   

  	
  $12,500,000.00(1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO. 12620H AH0

  



 


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”). ANY RESALE OR TRANSFER OF THIS NOTE WITHOUT REGISTRATION
THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF
THE INDENTURE REFERRED TO HEREIN.


 


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


 


CNH EQUIPMENT TRUST 2007-C


6.19% CLASS B ASSET BACKED NOTES


 


CNH Equipment Trust 2007-C, a statutory trust organized and existing
under the laws of the State of Delaware (including any successor, the “Issuing Entity”), for value received, hereby promises to pay
to CNH CAPITAL AMERICA LLC, or registered assigns, the principal sum of TWELVE
MILLION AND FIVE HUNDRED THOUSAND DOLLARS ($12,500,000.00), partially payable
on each Payment Date in an amount equal to the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal on the Class B
Notes pursuant to Section 3.1 of the
Indenture; provided, however, that the entire
unpaid principal amount of this Note shall be due and payable on the earlier of
the May 15, 2014 Payment Date and the Redemption Date, if any, pursuant to
Section 10.1(a) of the
Indenture. No payments of principal of the Notes will be made on any Payment
Date until the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes have
been paid in full. The Issuing Entity will pay interest on this Note at the
rate per annum shown above, on each Payment Date until the principal of this
Note is paid or made available for payment, on the principal amount of this
Note outstanding on the preceding Payment Date (after giving effect to all
payments of principal made on the preceding Payment Date), subject to certain
limitations contained in Section 3.1
of the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but excluding
the then current Payment Date or, if no interest has yet been paid, from the
date hereof. Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months. Such principal of and interest on this Note
shall be paid in the manner specified in the Indenture.


 






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


 


1

















 


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


 


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


 


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


 


2

















 


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


 


Dated:  December       ,
2007


 


	
   

  	
  CNH EQUIPMENT TRUST 2007-C

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
   

  	
  not in its individual capacity

  
	
   

  	
   

  	
  but solely as Trustee

  
	
   

  	
   

  	
  under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


3

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:  December         ,
2007


 


	
   

  	
  THE BANK OF NEW YORK TRUST

  COMPANY, N.A.,

  
	
   

  	
  not in its individual capacity but solely

  
	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


4

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of Notes of the Issuing
Entity, designated as its 6.19% Class B Asset Backed Notes (herein called
the “Class B Notes” or the “Notes”), all issued under an Indenture dated as of November 1,
2007 (such Indenture, as supplemented or amended, is herein called the “Indenture”) between the Issuing Entity and The Bank of New
York Trust Company, N.A., not in its individual capacity but solely as trustee
(the “Indenture Trustee”, which term includes
any successor Indenture Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuing Entity, the
Indenture Trustee and the Holders of the Notes. The Notes are subject to all
terms of the Indenture. All terms used in this Note that are not otherwise
defined herein and that are defined in the Indenture shall have the meanings
assigned to them in or pursuant to the Indenture.


 


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


 


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


 


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


 


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


 


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


 


5

















 


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


 


No transfer of this Note shall be made unless such transfer is made
pursuant to an effective registration statement under the Act and any
applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to
be made in reliance upon an exemption from the Securities Act and such laws, in
order to assure compliance with the Securities Act and such laws, there shall
be delivered to the Issuing Entity and to the Indenture Trustee a letter in
substantially the form of Exhibit C (the “Rule 144A Letter”) to
the Indenture. Notwithstanding the preceding sentence or anything else herein,
any transfer of the Class B Notes to the Depositor, the Originator or any
of their Affiliates on the Closing Date, and any transfer from any of such
entities to its Affiliate, and any transfer from any such entity to an initial
purchaser(s) pursuant to an exemption from the registration requirements,
will not require the delivery of a Rule 144A Letter and may be made
regardless of whether such entity is a “qualified institutional buyer” as
defined in the Securities Act. Each Holder of a Class B Note desiring to
effect such transfer shall indemnify the Indenture Trustee, the Issuing Entity,
the Seller and the Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.


 


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


 


The Class B Notes are initially issued only as registered
Definitive Notes without coupons in denominations specified in the Indenture.


 


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


 


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


 


Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither The Bank of New York Trust Company,
N.A., in its individual capacity, any owner of a beneficial interest in the
Issuing Entity, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees, successors or assigns shall be


 


6

















 


personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications contained in this Note or the
Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Indenture Trustee for the sole purposes
of binding the interests of the Indenture Trustee in the assets of the Issuing
Entity. The Holder of this Note by the acceptance hereof, and each Note Owner
by the acceptance of a beneficial interest herein, each agrees that, except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Holder and Note Owner shall have no claim against any
of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the
Issuing Entity for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.


 


7

















 


ASSIGNMENT


 


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


 


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


 


	
   

  
	
  (name and address of assignee)

  



 


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


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

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

  
	
   

  
					



 






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


 


8
















 


EXHIBIT B

to Indenture


 


FORM OF SECTION 3.9 OFFICER’S
CERTIFICATE


 


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

2 North LaSalle Street, Suite 1020

Chicago, Illinois 60602


 


Pursuant to Section 3.9 of the Indenture, dated as of
November 1, 2007 (the “Indenture”)
between CNH Equipment Trust 2007-C (the “Issuing Entity”)
and The Bank of New York Trust Company, N.A., as Indenture Trustee, the
undersigned hereby certifies that:


 


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


 


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


 


	
   

  	
  CNH EQUIPMENT TRUST 2007-C

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 


1

















 


EXHIBIT C

to Indenture


 


FORM OF RULE 144A
LETTER


 


                         ,
2007


 


CNH Equipment Trust 2007-C


c/o Wilmington Trust Company

1100 North Market Street


Wilmington, Delaware 19890


 


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


700 South Flower Street

Suite 500

Los Angeles, California 90017


 


 


Re:     CNH EQUIPMENT TRUST 2007-C


 


 


Ladies and Gentlemen:


 


In connection
with our acquisition of the Class B Notes (the “Notes”), we certify that (a) we
understand that the Notes are not being registered under the Securities Act of
1933, as amended (the “Act”), or any state securities laws and are being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we have such knowledge and
experience in financial and business matters that we are capable of evaluating
the merits and risks of investments in the Notes, (c) we have had the
opportunity to ask questions of and receive answers from CNH Equipment Trust
2007-C (the “Issuing Entity”) concerning the purchase of the Notes and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Notes, (d) either (i) it is not an “employee benefit
plan” within the meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), that
is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”),
an entity deemed to hold “plan assets” of any of the foregoing or a “governmental
plan” as defined in Section 3(32) of ERISA that is subject to any law
substantially similar to ERISA or Section 4975 of the Code or (ii) the
acquisition and holding of the Note or any interest therein will not result in
a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of
the Code or any substantially similar applicable law, (e) we have not, nor has
anyone acting on our behalf offered, transferred, pledged, sold or otherwise
disposed of the Notes, any interest in the Notes or any other similar security
to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Notes, any interest in the Notes or any other similar
security from, or otherwise approached or negotiated with respect to the Notes,
any interest in the Notes or any other similar security with, any person in any
manner, or made any general solicitation by means of general




1

















 


advertising or
in any other manner, or taken any other action, that would constitute a
distribution of the Notes under the Act or that would render the disposition of
the Notes a violation of Section 5 of the Act or require registration pursuant thereto,
nor will act, nor has authorized or will authorize any person to act, in such
manner with respect to the Notes, (f) we are a “qualified institutional buyer”
as that term is defined in Rule 144A under the Act (“Rule 144A”) and have
completed either of the forms of certification to that effect attached hereto
as Annex 1 or Annex 2, (g) we are aware that the sale to us is being made in
reliance on Rule 144A, and (h) we are acquiring the Notes for our own account
or for resale pursuant to Rule 144A and further, understand that such Notes may
be resold, pledged or transferred only (A) to a person reasonably believed to
be a qualified institutional buyer that purchases for its own account or for
the account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (B)
pursuant to another exemption from registration under the Act.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print Name
  of Transferee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Authorized
  Officer

  



 


2

















 


ANNEX 1 TO
EXHIBIT C


 


QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[For
Transferees Other Than Registered Investment Companies]


 


The
undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
the Rule 144A Transferee Certificate to which this certification relates with
respect to the Notes described therein:


 


1.             As indicated below, the undersigned
is the President, Chief Financial Officer, Senior Vice President or other
executive officer of the Buyer.


 


2.             In connection with purchases by the
Buyer, the Buyer is a “qualified institutional buyer” as that term is defined
in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because
(i) the Buyer owned and/or invested on a discretionary basis
$                      (1)
in securities (except for the excluded securities referred to below) as of the
end of the Buyer’s most recent fiscal year (such amount being calculated in
accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the
category marked below.


 


     Corporation, etc. The Buyer is a
corporation (other than a bank, savings and loan association or similar
institution), Massachusetts or similar business trust, partnership, or
charitable organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended.


 


     Bank. The Buyer (a) is a national bank or
banking institution organized under the laws of any State, territory or the
District of Columbia, the business of which is substantially confined to
banking and is supervised by the State or territorial banking commission or
similar official or is a foreign bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached hereto.


 


     Savings and Loan. The Buyer (a) is a
savings and loan association, building and loan association, cooperative bank,
homestead association or similar institution, which is supervised and examined
by a State or Federal authority having supervision over any such institutions
or is a foreign savings and loan association or equivalent institution and (b)
has an audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.


 


     Broker-dealer. The Buyer is a dealer
registered pursuant to Section 15 of the Securities Exchange Act of 1934.


 






(1)                                  Buyer must own and/or
invest on a discretionary basis at least $100,000,000 in securities unless
Buyer is a dealer, and, in that case, Buyer must own and/or invest on a
discretionary basis at least $10,000,000 in securities.


 


3

















 


     Insurance Company. The Buyer is an
insurance company whose primary and predominant business activity is the
writing of insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance commissioner or
a similar official or agency of a State, territory or the District of Columbia.


 


     State or Local Plan. The Buyer is a plan
established and maintained by a State, its political subdivisions, or any
agency or instrumentality of the State or its political subdivisions, for the
benefit of its employees.


 


     ERISA Plan. The Buyer is an employee
benefit plan within the meaning of Title I of the Employee Retirement Income
Security Act of 1974.


 


     Investment Advisor. The Buyer is an
investment advisor registered under the Investment Advisors Act of 1940.


 


     Small Business Investment Company. Buyer
is a small business investment company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act
of 1958.


 


     Business Development Company. Buyer is a
business development company as defined in Section 202(a)(22) of the Investment
Advisors Act of 1940.


 


3.             The term “securities” as used
herein does not include (i) securities of issuers that are affiliated with the
Buyer, (ii) securities that are part of an unsold allotment to or subscription
by the Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed
by the U.S. or any instrumentality thereof, (iv) bank deposit notes and
certificates of deposit, (v) loan participations, (vi) repurchase agreements,
(vii) securities owned but subject to a repurchase agreement and (viii)
currency, interest rate and commodity swaps.


 


4.             For purposes of determining the
aggregate amount of securities owned and/or invested on a discretionary basis
by the Buyer, the Buyer used the cost of such securities to the Buyer and did
not include any of the securities referred to in the preceding paragraph,
except (i) where the Buyer reports its securities holdings in its financial
statements on the basis of their market value, and (ii) no current information
with respect to the cost of those securities has been published. If clause (ii)
in the preceding sentence applies, the securities may be valued at market.
Further, in determining such aggregate amount, the Buyer may have included
securities owned by subsidiaries of the Buyer, but only if such subsidiaries
are consolidated with the Buyer in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under the Buyer’s direction. However, such
securities were not included if the Buyer is a majority-owned, consolidated
subsidiary of another enterprise and the Buyer is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.


 


5.             The Buyer acknowledges that it is
familiar with Rule 144A and understands that the seller to it and other parties
related to the Notes are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer may be in reliance on Rule
144A.


 


6.             Until the date of purchase of the
Rule 144A Securities, the Buyer will notify each of the parties to which this
certification is made of any changes in the information and


 


4

















 


conclusions
herein. Until such notice is given, the Buyer’s purchase of the Notes will
constitute a reaffirmation of this certification as of the date of such
purchase. In addition, if the Buyer is a bank or savings and loan is provided
above, the Buyer agrees that it will furnish to such parties updated annual
financial statements promptly after they become available.


 


	
   

  	
   

  
	
   

  	
  Print Name
  of Buyer

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  
				



 


5

















 


ANNEX 2 TO
EXHIBIT C


 


QUALIFIED
INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[For
Transferees That are Registered Investment Companies]


 


The
undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
the Rule 144A Transferee Certificate to which this certification relates with
respect to the Notes described therein:


 


1.                                       As indicated
below, the undersigned is the President, Chief Financial Officer or Senior Vice
President of the Buyer or, if the Buyer is a “qualified institutional buyer” as
that term is defined in Rule 144A under the Securities Act of 1933, as amended
(“Rule 144A”) because Buyer is part of a Family of Investment Companies (as
defined below), is such an officer of the adviser.


 


2.                                       In connection
with purchases by Buyer, the Buyer is a “qualified institutional buyer” as
defined in SEC Rule 144A because (i) the Buyer is an investment company
registered under the Investment Company Act of 1940, as amended and (ii) as
marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer’s most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer’s Family of Investment Companies, the cost of such securities was used,
except (i) where the Buyer or the Buyer’s Family of Investment Companies
reports its securities holdings in its financial statements on the basis of
their market value, and (ii) no current information with respect to the cost of
those securities has been published. If clause (ii) in the preceding sentence
applies, the securities may be valued at market.


 


       The Buyer owned
$[                          ]
in securities (other than the excluded securities referred to below) as of the
end of the Buyer’s most recent fiscal year (such amount being calculated
in accordance with Rule 144A).


 


       The
Buyer is part of a Family of Investment Companies which owned in the aggregate
$[                          ]
in securities
(other than the excluded securities referred to below) as of the end of the
Buyer’s most recent fiscal year (such amount being calculated in accordance
with Rule 144A).


 


3.                                       The term “Family
of Investment Companies” as used herein means two or more registered investment
companies (or series thereof) that have the same investment adviser or
investment advisers that are affiliated (by virtue of being majority owned
subsidiaries of the same parent or because one investment adviser is a majority
owned subsidiary of the other).


 


4.                                       The
term “securities” as used herein does not include (i) securities of issuers
that are affiliated with the Buyer or are part of the Buyer’s Family of
Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.


 


6

















 


5.                                       The
Buyer is familiar with Rule 144A and understands that the parties listed in the
Rule 144A Transferee Certificate to which this certification relates are
relying and will continue to rely on the statements made herein because one or
more sales to the Buyer will be in reliance on Rule 144A. In addition, the
Buyer will only purchase for the Buyer’s own account.


 


6.                                       Until
the date of purchase of the Notes, the undersigned will notify the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates of any changes in the information and conclusions herein. Until such
notice is given, the Buyer’s purchase of the Notes will constitute a
reaffirmation of this certification by the undersigned as of the date of such
purchase.


 


	
   

  	
   

  	
   

  
	
   

  	
  Print Name
  of Buyer or Adviser

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  IF AN
  ADVISER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name
  of Buyer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
					



 


7

















 


Schedule P


 


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


 


2.             Characterization. The
Receivables constitute “tangible chattel paper” within the meaning of UCC Section 9-102. The rights granted under
the agreements described in clause 1(ii)
through (iv) constitute “general intangibles”
within the meaning of UCC Section 9-102.
The Issuing Entity has taken or will take all steps necessary to perfect its
security interest in the property securing the Receivables within 10 days of
the Closing Date.


 


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


 


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


 


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


 


1

















 


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


 


6.             Survival of Perfection
Representations. Notwithstanding any other provision of the Indenture or
any other Basic Document, the Perfection Representations contained in this
Schedule P shall be continuing, and remain in full force and effect (other than
with respect to Reacquired Receivables);


 


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


 


8.             Servicer to Maintain Perfection
and Priority. The Servicer covenants that, in order to evidence the
interests of Issuing Entity and the Indenture Trustee under this Agreement,
Servicer shall take such action, or execute and deliver such instruments as may
be necessary or advisable (including, without limitation, such actions as are
requested by Issuing Entity) to maintain and perfect, as a first priority
interest, the Indenture Trustee’s security interest in the Receivables. Servicer
shall, from time to time and within the time limits established by law, prepare
and present to the Indenture Trustee for the Indenture Trustee to authorize the
Servicer to file, all financing statements, amendments, continuations, initial
financing statements in lieu of a continuation statement, terminations, partial
terminations, releases or partial releases, or any other filings necessary or
advisable to continue, maintain and perfect the Indenture Trustee’s security
interest in the Receivables as a first-priority interest (each a “Filing”). Issuing Entity shall promptly authorize in writing
Servicer to, and Servicer shall, effect such Filing under the Uniform
Commercial Code without the signature of the Indenture Trustee or Issuing
Entity where allowed by applicable law.


 


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