EXHIBIT 4.5


 




 


 





JOHN DEERE OWNER TRUST 2003


 


Class A-1 
1.08125% Asset Backed Notes


 


Class A-2 
1.31% Asset Backed Notes


 


Class A-3 
1.79% Asset Backed Notes


 


Class A-4 
2.44% Asset Backed Notes


 


Class B  2.01%
Asset Backed Notes


 


 












 


 


INDENTURE


 


Dated as of July 15, 2003


 


 












 


 


THE BANK OF NEW YORK


 


Indenture Trustee


 




 





 

















 


Table
of Contents


 


	
   

  	
  Page

  
	
  ARTICLE I

  	
   

  
	
   

  	
   

  
	
  DEFINITIONS AND
  INCORPORATION BY REFERENCE

  	
   

  
	
   

  	
   

  
	
  SECTION 1.01. 
  Definitions

  	
  2

  
	
  SECTION 1.02. 
  Incorporation by Reference of Trust Indenture Act

  	
  9

  
	
  SECTION 1.03. 
  Rules of Construction

  	
  9

  
	
  SECTION 1.04. 
  Calculations of Interest

  	
  9

  
	
   

  	
   

  
	
  ARTICLE II

  	
   

  
	
   

  	
   

  
	
  THE NOTES

  	
   

  
	
   

  	
   

  
	
  SECTION 2.01. 
  Form

  	
  10

  
	
  SECTION 2.02. 
  Execution, Authentication and Delivery

  	
  10

  
	
  SECTION 2.03. 
  Temporary Notes

  	
  11

  
	
  SECTION 2.04. 
  Registration; Registration of Transfer and Exchange

  	
  11

  
	
  SECTION 2.05. 
  Mutilated, Destroyed, Lost or Stolen Notes

  	
  12

  
	
  SECTION 2.06. 
  Persons Deemed Owner

  	
  13

  
	
  SECTION 2.07. 
  Payment of Principal and Interest; Defaulted Interest

  	
  13

  
	
  SECTION 2.08. 
  Cancellation

  	
  14

  
	
  SECTION 2.09. 
  Release of Collateral

  	
  14

  
	
  SECTION 2.10. 
  Book-Entry Notes

  	
  14

  
	
  SECTION 2.11. 
  Notices to Clearing Agency

  	
  15

  
	
  SECTION 2.12. 
  Definitive Notes

  	
  15

  
	
  SECTION 2.13. 
  Notes as Indebtedness for Tax Purposes

  	
  16

  
	
   

  	
   

  
	
  ARTICLE III

  	
   

  
	
   

  	
   

  
	
  COVENANTS

  	
   

  
	
   

  	
   

  
	
  SECTION 3.01. 
  Payment of Principal and Interest

  	
  16

  
	
  SECTION 3.02. 
  Maintenance of Office or Agency

  	
  16

  
	
  SECTION 3.03. 
  Money for Payments To Be Held in Trust

  	
  16

  
	
  SECTION 3.04. 
  Existence

  	
  18

  
	
  SECTION 3.05. 
  Protection of Trust Estate

  	
  18

  
	
  SECTION 3.06. 
  Opinions as to Trust Estate

  	
  19

  
	
  SECTION 3.07. 
  Performance of Obligations; Servicing of Receivables

  	
  20

  
	
  SECTION 3.08. 
  Negative Covenants

  	
  22

  
	
  SECTION 3.09. 
  Annual Statement as to Compliance

  	
  22

  
	
  SECTION 3.10. 
  Issuer May Consolidate, etc., Only on Certain Terms

  	
  23

  
	
  SECTION 3.11. 
  Successor or Transferee

  	
  24

  
	
  SECTION 3.12. 
  No Other Business

  	
  25

  



 


i

















 


	
  SECTION 3.13. 
  No Borrowing

  	
  25

  
	
  SECTION 3.14. 
  Servicer’s Obligations

  	
  25

  
	
  SECTION 3.15. 
  Guarantees, Loans, Advances and Other Liabilities

  	
  25

  
	
  SECTION 3.16. 
  Capital Expenditures

  	
  25

  
	
  SECTION 3.17. 
  Removal of Administrator

  	
  25

  
	
  SECTION 3.18. 
  Restricted Payments

  	
  25

  
	
  SECTION 3.19. 
  Notice of Events of Default

  	
  25

  
	
  SECTION 3.20. 
  Further Instruments and Acts

  	
  25

  
	
   

  	
  26

  
	
  ARTICLE IV

  	
   

  
	
   

  	
   

  
	
  SATISFACTION AND
  DISCHARGE

  	
   

  
	
   

  	
   

  
	
  SECTION 4.01. 
  Satisfaction and Discharge of Indenture

  	
  26

  
	
  SECTION 4.02. 
  Application of Trust Money

  	
  27

  
	
  SECTION 4.03. 
  Repayment of Moneys Held by Paying Agent

  	
  27

  
	
   

  	
   

  
	
  ARTICLE V

  	
   

  
	
   

  	
   

  
	
  REMEDIES

  	
   

  
	
   

  	
   

  
	
  SECTION 5.01. 
  Events of Default

  	
  27

  
	
  SECTION 5.02. 
  Acceleration of Maturity; Rescission and Annulment

  	
  29

  
	
  SECTION 5.03. 
  Collection of Indebtedness and Suits for Enforcement by Indenture
  Trustee

  	
  29

  
	
  SECTION 5.04. 
  Remedies; Priorities

  	
  31

  
	
  SECTION 5.05. 
  Optional Preservation of the Receivables

  	
  33

  
	
  SECTION 5.06. 
  Limitation of Suits

  	
  33

  
	
  SECTION 5.07. 
  Unconditional Rights of Noteholders To Receive Principal and Interest

  	
  33

  
	
  SECTION 5.08. 
  Restoration of Rights and Remedies

  	
  34

  
	
  SECTION 5.09. 
  Rights and Remedies Cumulative

  	
  34

  
	
  SECTION 5.10. 
  Delay or Omission Not a Waiver

  	
  34

  
	
  SECTION 5.11. 
  Control by Noteholders

  	
  34

  
	
  SECTION 5.12. 
  Waiver of Past Defaults

  	
  35

  
	
  SECTION 5.13. 
  Undertaking for Costs

  	
  35

  
	
  SECTION 5.14. 
  Waiver of Stay or Extension Laws

  	
  35

  
	
  SECTION 5.15. 
  Action on Notes

  	
  36

  
	
  SECTION 5.16. 
  Performance and Enforcement of Certain Obligations

  	
  36

  
	
   

  	
   

  
	
  ARTICLE VI

  	
   

  
	
   

  	
   

  
	
  THE INDENTURE
  TRUSTEE

  	
   

  
	
   

  	
   

  
	
  SECTION 6.01. 
  Duties of Indenture Trustee

  	
  37

  
	
  SECTION 6.02. 
  Rights of Indenture Trustee

  	
  38

  
	
  SECTION 6.03. 
  Individual Rights of Indenture Trustee

  	
  39

  
	
  SECTION 6.04. 
  Indenture Trustee’s Disclaimer

  	
  39

  



 


ii

















 


	
  SECTION 6.05. 
  Notice of Defaults

  	
  39

  	 

	
  SECTION 6.06. 
  Reports by Indenture Trustee to Holders

  	
  39

  	 

	
  SECTION 6.07. 
  Compensation and Indemnity

  	
  40

  	 

	
  SECTION 6.08. 
  Replacement of Indenture Trustee

  	
  40

  	 

	
  SECTION 6.09. 
  Successor Indenture Trustee by Merger

  	
  41

  	 

	
  SECTION 6.10. 
  Appointment of Co-Trustee or Separate Trustee

  	
  41

  	 

	
  SECTION 6.11. 
  Eligibility; Disqualification

  	
  43

  	 

	
  SECTION 6.12. 
  Preferential Collection of Claims Against Issuer

  	
  43

  	 

	
   

  	
   

  
	
  ARTICLE VII

  	
   

  
	
   

  	
   

  
	
  NOTEHOLDERS’ LISTS
  AND REPORTS

  	
   

  
	
   

  	
   

  
	
  SECTION 7.01. 
  Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders

  	
  44

  
	
  SECTION 7.02. 
  Preservation of Information; Communications to Noteholders

  	
  44

  
	
  SECTION 7.03. 
  Reports by Issuer

  	
  44

  
	
  SECTION 7.04. 
  Reports by Indenture Trustee

  	
  45

  
	
   

  	
   

  
	
  ARTICLE VIII

  	
   

  
	
   

  	
   

  
	
  ACCOUNTS,
  DISBURSEMENTS AND RELEASES

  	
   

  
	
   

  	
   

  
	
  SECTION 8.01. 
  Collection of Money

  	
   

  
	
  SECTION 8.02. 
  Trust Accounts

  	
  45

  
	
  SECTION 8.03. 
  General Provisions Regarding Accounts

  	
  45

  
	
  SECTION 8.04. 
  Release of Trust Estate

  	
  46

  
	
  SECTION 8.05. 
  Opinion of Counsel

  	
  47

  
	
   

  	
  47

  
	
  ARTICLE IX

  	
   

  
	
   

  	
   

  
	
  SUPPLEMENTAL
  INDENTURES

  	
   

  
	
   

  	
   

  
	
  SECTION 9.01. 
  Supplemental Indentures Without Consent of Noteholders

  	
  48

  
	
  SECTION 9.02. 
  Supplemental Indentures with Consent of Noteholders

  	
  49

  
	
  SECTION 9.03. 
  Execution of Supplemental Indentures

  	
  50

  
	
  SECTION 9.04. 
  Effect of Supplemental Indenture

  	
  51

  
	
  SECTION 9.05. 
  Conformity with Trust Indenture Act

  	
  51

  
	
  SECTION 9.06. 
  Reference in Notes to Supplemental Indentures

  	
  51

  
	
   

  	
   

  
	
  ARTICLE X

  	
   

  
	
   

  	
   

  
	
  REDEMPTION OF
  NOTES

  	
   

  
	
   

  	
   

  
	
  SECTION 10.01. 
  Redemption

  	
  51

  
	
  SECTION 10.02. 
  Form of Redemption Notice

  	
  52

  
	
  SECTION 10.03. 
  Notes Payable on Redemption Date

  	
  52

  



 


iii

















 


	
  ARTICLE XI

  	
   

  
	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  SECTION 11.01. 
  Compliance Certificates and Opinions, etc

  	
  52

  
	
  SECTION 11.02. 
  Form of Documents Delivered to Indenture Trustee

  	
  54

  
	
  SECTION 11.03. 
  Acts of Noteholders

  	
  55

  
	
  SECTION 11.04. 
  Notices, etc., to Indenture Trustee, Issuer and Rating Agencies

  	
  55

  
	
  SECTION 11.05. 
  Notices to Noteholders; Waiver

  	
  56

  
	
  SECTION 11.06. 
  Alternate Payment and Notice Provisions

  	
  56

  
	
  SECTION 11.07. 
  Conflict with Trust Indenture Act

  	
  57

  
	
  SECTION 11.08. 
  Effect of Headings and Table of Contents

  	
  57

  
	
  SECTION 11.09. 
  Successors and Assigns

  	
  57

  
	
  SECTION 11.10. 
  Separability

  	
  57

  
	
  SECTION 11.11. 
  Benefits of Indenture

  	
  57

  
	
  SECTION 11.12. 
  Legal Holidays

  	
  57

  
	
  SECTION 11.13. 
  GOVERNING LAW

  	
  57

  
	
  SECTION 11.14. 
  Counterparts

  	
  57

  
	
  SECTION 11.15. 
  Recording of Indenture

  	
  58

  
	
  SECTION 11.16. 
  Trust Obligation

  	
  58

  
	
  SECTION 11.17. 
  No Petition

  	
  58

  
	
  SECTION 11.18. 
  Subordination Agreement

  	
  58

  
	
  SECTION 11.19. 
  No Recourse

  	
  58

  
	
  SECTION 11.20. 
  Inspection

  	
  59

  
	
  SECTION 11.21. 
  Limitation of Liability

  	
  59

  



 


 


EXHIBITS

Testimonium, Signatures and Seals Acknowledgments


 


	
  Exhibit
  A

  	
  Schedule
  of Receivables

  
	
  Exhibit
  B

  	
  Form
  of Sale and Servicing Agreement

  
	
  Exhibit
  C

  	
  Form
  of Depository Agreement

  
	
  Exhibit
  D

  	
  Form
  of Class A-1 Note

  
	
  Exhibit
  E

  	
  Form
  of Class A-2 Note

  
	
  Exhibit
  F

  	
  Form
  of Class A-3 Note

  
	
  Exhibit
  G

  	
  Form
  of Class A-4 Note

  
	
  Exhibit
  H

  	
  Form
  of Class B Note

  



 


iv

















 


INDENTURE dated as of July 15, 2003, between JOHN
DEERE OWNER TRUST 2003, a Delaware statutory trust (the “Issuer”), and THE BANK
OF NEW YORK, a New York banking corporation, solely 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
Issuer’s Class A-1 1.08125% Asset Backed Notes (the “Class A-1 Notes”), Class
A-2 1.31% Asset Backed Notes (the “Class A-2 Notes”), Class A-3 1.79% Asset
Backed Notes (the “Class A-3 Notes”), the Class A-4 2.44% Asset Backed Notes
(the “Class A-4 Notes”) and the Class B 2.01% Asset Backed Notes (the “Class B
Notes” and together with the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes, the “Notes”):


 


GRANTING CLAUSE


 


The Issuer hereby Grants to the Indenture Trustee at
the Closing Date, as trustee for the benefit of the Holders of the Notes, all
of the Issuer’s right, title and interest, whether now owned or hereafter
acquired, in and to (a) the Receivables and all moneys due thereon on or after
the Cut-off Date; (b) the security interests in the Financed Equipment granted
by Obligors pursuant to the Receivables and any other interest of the Issuer in
the Financed Equipment; (c) any proceeds with respect to the Receivables from
claims on any physical damage, credit life or disability insurance policies
covering Financed Equipment or Obligors; (d) the Purchase Agreement, including
the right assigned to the Issuer to cause JDCC to repurchase Receivables from
the Seller under certain circumstances; (e) all funds on deposit from time to
time in the Trust Accounts, including the Reserve Account Initial Deposit, and
in all investments and proceeds thereof (including all income thereon); (f) the
Sale and Servicing Agreement (including all rights of the Seller under the
Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing
Agreement); and (g) all present and future claims, demands, causes and choses
in action in respect of any or all of the foregoing and all payments on or
under and all proceeds of every kind and nature whatsoever in respect of any or
all of the foregoing, including all proceeds of the conversion, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and
other property which at any time constitute all or part of or are included in
the proceeds of any of the foregoing (collectively, the “Collateral”).  This Indenture shall constitute a security
agreement for purposes of the Uniform Commercial Code as in effect in the
States of New York and Delaware on the date hereof.


 


The foregoing Grant is made in trust to secure the
payment of principal of and interest on, and any other amounts owing in respect
of, the Notes, equally and ratably without prejudice, priority or distinction,
but subject to the subordination of the Class B Notes as provided herein, and
to secure compliance with the provisions of this Indenture, all as provided in
this Indenture.


 


The Indenture Trustee, as Indenture Trustee on behalf
of the Holders of the Notes, acknowledges such Grant, and accepts the trusts
under this Indenture in accordance with the provisions of this Indenture for
the use and benefit of such Holders.


 

















 


ARTICLE I


 


DEFINITIONS AND
INCORPORATION BY REFERENCE


 


SECTION 1.01.  Definitions.  (a) 
Except as otherwise specified herein or as the context may otherwise
require, the following terms have the respective meanings set forth below for
all purposes of this Indenture.


 


“Act” has the meaning specified in Section
11.03(a).


 


“Administration Agreement” means the
Administration Agreement dated as of July 15, 2003, among the Administrator,
the Issuer and the Indenture Trustee as amended or supplemented from time to
time.


 


“Administrator” means the administrator under
the Administration Agreement.


 


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


 


“Authorized Officer” means, with respect to the
Issuer, any officer of the Owner Trustee who is authorized to act for the Owner
Trustee in matters relating to the Issuer and who is identified on the list of
Authorized Officers, containing the specimen signature of each such Person,
delivered by the Owner 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 Assistant Treasurer, any
Vice President or more senior officer of the Administrator who is authorized to
act for the Administrator in matters relating to the Issuer and to be acted
upon by the Administrator pursuant to the Administration Agreement and who is
identified on the list of Authorized Officers (containing the specimen
signatures of such officers) delivered by the Administrator to the Indenture
Trustee on the Closing Date (as such list may be modified or supplemented from
time to time thereafter); provided, however, that for purposes of Section 3.09
and Section 1(a)(J) of the Administration Agreement such officer of the
Administrator must be any of the chief executive officer, chief financial
officer or chief accounting officer.


 


“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 Administration Agreement, the Depository Agreement and other
documents and certificates delivered in connection therewith.





2

















 


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


 


“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 are authorized or obligated by law, regulation or
executive order to remain closed.


 


“Certificate” has the meaning assigned to it in
the Trust Agreement.


 


“Certificate of Trust” means the certificate of
trust of the Issuer substantially in the form of Exhibit A to the Trust
Agreement.


 


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


 


“Class A-1 Note” means a Class A-1 1.08125%
Asset-Backed Note, substantially in the form of Exhibit D.


 


“Class A-1 Note Interest Rate” means 1.08125%
per annum.


 


“Class A-2 Note” means a Class A-2 1.31% Asset
Backed Note, substantially in the form of Exhibit E.


 


“Class A-2 Note Interest Rate” means 1.31% per
annum.


 


“Class A-3 Note” means a Class A-3 1.79% Asset
Backed Note, substantially in the form of Exhibit F.


 


“Class A-3 Note Interest Rate” means 1.79% per
annum.


 


“Class A-4 Note” means a Class A-4 2.44% Asset
Backed Note, substantially in the form of Exhibit G


 


“Class A-4 Note Interest Rate” means 2.44% per
annum.


 


“Class B Note” means a Class B 2.01% Asset
Backed Note, substantially in the form of Exhibit H.


 


“Class B Note Interest Rate” means 2.01% per
annum.


 


“Clearing Agency” means an organization
registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.


 


“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 July 24, 2003.


 


3

















 


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


 


“Collateral” has the meaning specified in the
Granting Clause of this Indenture.


 


“Corporate Trust Office” means the principal
office of the Indenture Trustee at which at any particular time its corporate
trust business shall be administered which office at the date of the execution
of this Indenture is located at 101 Barclay Street, New York, NY 10286,
Attention:  Corporate Trustee
Administration; or at such other address as the Indenture Trustee may designate
from time to time by notice to the Noteholders and the Issuer, 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 Issuer).


 


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


 


“Definitive Notes” has the meaning specified in
Section 2.10.


 


“Depository Agreement” means the agreement
among the Issuer, the Indenture Trustee and The Depository Trust Company, as
the initial Clearing Agency, dated July 24, 2003, substantially in the form of
Exhibit C, as amended or supplemented from time to time.


 


“Event of Default” has the meaning specified in
Section 5.01.


 


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


 


“Executive Officer” means, with respect to any
(i) corporation, 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; and (ii) partnership,
any general partner thereof.


 


“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 this Indenture.  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 moneys 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” or “Noteholder” means the Person in
whose name a Class A-1 Note, a Class A-2 Note, a Class A-3 Note, a Class A-4
Note or a Class B Note is registered on the Note Register.


 


“Indenture” means this Indenture as amended or
supplemented from time to time.


 


4

















 


“Indenture Trustee” means The Bank of New York,
a New York banking corporation, as Indenture Trustee under this Indenture, or
any successor Indenture Trustee under this Indenture.


 


“Independent” means, when used with respect to
any specified Person, that the Person (a) is in fact independent of the Issuer,
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 Issuer, any such other obligor, the
Seller or any Affiliate of any of the foregoing Persons and (c) is not
connected with the Issuer, any such other obligor, the Seller or any Affiliate
of any of the foregoing Persons as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.


 


“Independent Certificate” means a certificate
or opinion to be delivered to the Indenture Trustee under the circumstances
described in, and otherwise complying with, the applicable requirements of
Section 11.01, made by an Independent appraiser, firm of certified public
accountants or other expert appointed by an Issuer Order and approved by the
Indenture Trustee, and such opinion or certificate shall state that the signer
has read the definition of “Independent” in this Indenture and that the signer
is Independent within the meaning thereof.


 


“Issuer” means John Deere Owner Trust 2003
until a successor replaces it and, thereafter, means the successor and, for
purposes of any provision contained herein and required by the TIA, each other
obligor on the Notes.


 


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


 


“JDCC” means John Deere Capital Corporation, a
Delaware corporation, and its successors.


 


“Net APR” means, with respect to a Receivable,
its APR less the Servicing Fee Rate.


 


“Note Interest Rate” means the per annum
interest rate borne by a Note.


 


“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 such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency).


 


“Note Register” and “Note Registrar”
have the respective meanings specified in Section 2.04.


 


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


 


5

















 


“Officer’s Certificate” means a certificate
signed by any Authorized Officer of the Issuer, under the circumstances
described in, and otherwise complying with, the applicable requirements of
Section 11.01, and delivered to the Indenture Trustee.  Unless otherwise specified, any reference in
this Indenture to an Officer’s Certificate shall be to an Officer’s Certificate
of any Authorized Officer of the Issuer.


 


“Opinion of Counsel” means one or more written
opinions of counsel who may, except as otherwise expressly provided in this
Indenture, be employees of or counsel to the Issuer and who shall be acceptable
to the Indenture Trustee, and which opinion or opinions shall be addressed to
the Indenture Trustee as Indenture Trustee, and shall comply with any
applicable requirements of Section 11.01.


 


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


 


(i)            Notes
theretofore cancelled 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 this
Indenture or provision therefor, satisfactory to the Indenture Trustee); and


 


(iii)          Notes in exchange for or in lieu of other
Notes which have been authenticated and delivered pursuant to this Indenture
unless proof satisfactory to the Indenture Trustee is presented that any such
Notes are held by a bona fide purchaser;


 


provided
that in determining whether the Holders of the requisite Outstanding Amount of
the Notes have given any request, demand, authorization, direction, notice,
consent or waiver hereunder or under any Basic Document, Notes owned by the
Issuer, 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 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 Issuer, 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 a Class of Notes, as applicable, Outstanding
at the date of determination.


 


“Owner Trustee” means U.S. Bank Trust National
Association not in its individual capacity but solely as Owner Trustee under
the Trust Agreement, or any successor Owner Trustee under the Trust Agreement.


 


6

















 


“Paying Agent” means the Indenture Trustee, The
Bank of New York or any Person that meets the eligibility standards for the
Indenture Trustee specified in Section 6.11 and is authorized by the Issuer 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 Issuer.


 


“Payment Date” means the 15th day of each
month, or, if any such date is not a Business Day, the next succeeding Business
Day, commencing August 15, 2003; provided, however, that if any Class A-1 Notes
are outstanding after the Payment Date in July 2004, Payment Date shall also
mean, solely in the context of determining the date for final payment of the
Class A-1 Notes and the interest accrual period for the Class A-1 Notes from
the Payment Date in July 2004 to but excluding such final payment, the Special
Payment Date.


 


“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.


 


“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 2.05 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.


 


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


 


“Protected Purchaser” has the meaning specified
in Article Eight of the UCC.


 


“Rating Agency” means Moody’s and Standard
& Poor’s.  If no such organization
or successor is any longer in existence, “Rating Agency” shall be a nationally
recognized statistical rating organization or other comparable Person
designated by the Issuer, notice of which designation shall be given to the
Indenture Trustee, the Owner Trustee and the Servicer.


 


“Rating Agency Condition” means, with respect
to any action, that each Rating Agency shall have been given 10 days’ prior
notice thereof and that each of the Rating Agencies shall have notified the
Seller, the Servicer and the Issuer in writing that such action will not result
in a reduction or withdrawal of the then current ratings of the Notes.


 


“Record Date” means, with respect to a Payment
Date or Redemption Date, the close of business on the day immediately preceding
such Payment Date or Redemption Date, unless Definitive Notes are issued, in
which case the Record Date with respect to such Definitive Notes as to any
Payment Date shall be the last day of the immediately preceding calendar month.


 


“Redemption Date” means the Payment Date
specified by the Servicer or the Issuer pursuant to Section 10.01(a) or (b), as
applicable.


 


7

















 


“Redemption Price” means in the case of (a) a
redemption of the Notes pursuant to Section 10.01(a), an amount equal to the
Outstanding Amount of the Notes redeemed plus accrued and unpaid interest on
the Notes at the related Note Interest Rate to but excluding the Redemption
Date, or (b) a payment made to Noteholders pursuant to Section 10.01(b), the
amount on deposit in the Note Distribution Account, but not in excess of the
amount specified in clause (a) above.


 


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


 


“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,
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.


 


“Sale and Servicing Agreement” means the Sale
and Servicing Agreement dated as of July 15, 2003 among the Issuer, the Seller
and the Servicer, in the form of Exhibit B, as amended or supplemented from
time to time.


 


“Schedule of Receivables” means the listing of
the Receivables set forth in Exhibit A (which Exhibit may be in the form of
microfiche).


 


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


 


“Successor Servicer” has the meaning specified
in Section 3.07(e).


 


“Trust Accounts” mean the Collection Account,
the Note Distribution Account and the Reserve Account established pursuant to
Section 5.01 of the Sale and Servicing Agreement.


 


“Trust Estate” means all money, instruments,
rights and other property that are subject or intended to be subject to the
lien and security interest of this Indenture for the benefit of the Noteholders
(including, without limitation, all property and interests Granted to the
Indenture Trustee), including all proceeds thereof.


 


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


 


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


 


(b)           Except
as otherwise specified herein or as the context may otherwise require,
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Sale and Servicing Agreement.


 


8

















 


SECTION 1.02.  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 TIA terms used in this Indenture have the following
meanings:


 


“Commission” means the Securities and Exchange
Commission.


 


“indenture securities” means the Notes.


 


“indenture security holder” means a Noteholder.


 


“indenture to be qualified” means this Indenture.


 


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


 


“obligor” on the indenture securities means the Issuer
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 1.03.  Rules of Construction.  Unless the context otherwise requires:


 


(i)            a term has the meaning
assigned to it;


 


(ii)           an accounting term not
otherwise defined has the meaning assigned to it in accordance with generally
accepted accounting principles in the United States as in effect from time to
time;


 


(iii)          “or” is not exclusive;


 


(iv)          “including” means
“including without limitation”; and


 


(v)           words in the singular
include the plural and words in the plural include the singular.


 


SECTION 1.04.  Calculations of Interest.  All calculations of interest in respect of
the Class A-1 Notes made hereunder shall be computed on the basis of the actual
number of days in the related period of accrual divided by 360.  Interest in respect of the Class A-1 Notes
shall accrue from and including the Closing Date or from and including the most
recent Payment Date to which interest has been paid to but excluding the
current Payment Date.  For the avoidance
of doubt, if any Class A-1 Notes are outstanding after the Payment Date in July
2004, interest on the Class A-1 Notes will accrue from and including the
Payment Date in July 2004 to but excluding the Special Payment Date.  All calculations of interest in respect of the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes
made hereunder shall be made on the basis of a 360-day year consisting of
twelve 30-day months.  Interest on the
Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes
in respect of a 


 


9

















 


Payment Date will accrue
from and including the 15th day of the month preceding such Payment Date (or
the Closing Date in the case of the first Payment Date) to and including the
14th day of the month of such Payment Date.


 


ARTICLE II



THE NOTES


 


SECTION 2.01.  Form.  The Class A-1, Class A-2, Class A-3, Class
A-4 and Class B Notes, in each case together with the Indenture Trustee’s
certificate of authentication, shall be in substantially the forms set forth in
Exhibits D, E, F, G and H, respectively, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. 
Any portion of the text of any Note may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Note.


 


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


 


Each Note shall be dated the date of its
authentication.  The terms of the Notes
set forth in Exhibits D, E, F, G and H are part of the terms of this Indenture.


 


SECTION 2.02.  Execution, Authentication
and Delivery.  The Notes shall be
executed on behalf of the Issuer 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 any time Authorized Officers of the Issuer shall bind
the Issuer, 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 Issuer Order
authenticate and deliver Class A-1 Notes for original issue in an aggregate
principal amount of $197,000,000, Class A-2 Notes for original issue in an
aggregate principal amount of $187,000,000, Class A-3 Notes for original issue
in an aggregate principal amount of $202,000,000, Class A-4 Notes for original
issue in an aggregate principal amount of $149,000,000 and Class B Notes for
original issue in an aggregate principal amount of $15,150,000.  The aggregate principal amount of Class A-1,
Class A-2, Class A-3, Class A-4 and Class B Notes outstanding at any time may
not exceed such amounts, respectively, except as provided in Section 2.05.


 


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 integral multiples thereof.


 


10

















 


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 upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.


 


SECTION 2.03.  Temporary Notes.  Pending the preparation of definitive Notes,
the Issuer may execute, and upon receipt of an Issuer Order the Indenture
Trustee shall authenticate and deliver, temporary Notes which 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 the terms of this Indenture as the officers executing
such Notes may determine, as evidenced by their execution of such Notes.


 


If temporary Notes are issued, the Issuer will cause
definitive Notes to be prepared without unreasonable delay.  After the preparation of definitive Notes,
the temporary Notes shall be exchangeable for definitive Notes upon surrender
of the temporary Notes at the office or agency of the Issuer to be maintained
as provided in Section 3.02, without charge to the Holder.  Upon surrender for cancellation of any one
or more temporary Notes, the Issuer 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 definitive Notes.


 


SECTION 2.04.  Registration; Registration
of Transfer and Exchange.  The
Issuer shall cause to be kept a register (the “Note Register”) in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of Notes and the registration of transfers of
Notes.  The Indenture Trustee shall be
“Note Registrar” for the purpose of registering Notes and transfers of Notes as
herein provided.  Upon any resignation
of any Note Registrar, the Issuer shall promptly appoint a successor or, if it
elects not to make such an appointment, assume the duties of Note Registrar.


 


If a Person other than the Indenture Trustee is
appointed by the Issuer as Note Registrar, the Issuer 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 and to obtain copies thereof, and the Indenture Trustee shall
have the right 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 Issuer to be maintained as provided in
Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the
Issuer shall execute, and 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 of the same Class
in any authorized denominations, of a like aggregate principal amount.


 


11

















 


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


 


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


 


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


 


No service charge shall be made to a Holder for any registration
of transfer or exchange of Notes, but the Issuer 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 Section 2.03 or 9.06 not involving any transfer.


 


SECTION 2.05.  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 it to hold the Issuer and the Indenture
Trustee harmless, then, in the absence of notice to the Issuer, the Note
Registrar or the Indenture Trustee that such Note has been acquired by a
Protected Purchaser, and provided that the requirements of Section 8-405 of the
UCC are met, the Issuer 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 Issuer 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 Protected Purchaser of the original Note in lieu of
which such replacement Note was issued presents for payment such original Note,
the Issuer 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 any assignee of such Person, except a
Protected Purchaser, and shall be entitled to recover upon the security or
indemnity provided


 


12

















 


therefor to the extent of
any loss, damage, cost or expense incurred by the Issuer or the Indenture
Trustee in connection therewith.


 


Upon the issuance of any replacement Note under this
Section, the Issuer 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 Issuer, whether
or not the mutilated, destroyed, lost or stolen Note shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Notes duly issued
hereunder.


 


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


 


SECTION 2.06.  Persons Deemed Owner.  Prior to due presentment for registration of
transfer of any Note, the Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee shall 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 of and interest, if any, on such
Note and for all other purposes whatsoever, whether or not such Note be
overdue, and neither the Issuer, the Indenture Trustee nor any agent of the
Issuer or the Indenture Trustee shall be affected by notice to the contrary.


 


SECTION 2.07.  Payment of Principal and
Interest; Defaulted Interest. 
(a)  The Notes shall accrue
interest as provided in the forms of the Class A-1 Note, Class A-2 Note, Class
A-3 Note, Class A-4 Note and Class B Note set forth in Exhibits D, E, F, G and
H, respectively, and such interest shall be payable on each Payment Date as
specified therein.  Any installment of
interest or principal, if any, payable on any Note which is punctually paid or
duly provided for by the Issuer 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, except
that, unless Definitive Notes have been issued pursuant to Section 2.12, 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 and except for the final installment of principal
payable with respect to such Note on a Payment Date (and except for the
Redemption Price for any Note called for redemption pursuant to Section
10.01(a)) which shall be payable as provided below.  The funds represented by any such checks returned undelivered
shall be held in accordance with Section 3.03.


 


(b)           The
principal of each Note shall be payable in installments on each Payment Date as
provided in the forms of the Class A-1 Note, Class A-2 Note, Class A-3 Note,
Class A-4 Note and Class B Note set forth in Exhibits D, E, F, G and H,
respectively.  Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and


 


13

















 


payable, if not
previously paid, on the date on which an Event of Default shall have occurred
and be continuing, if the Indenture Trustee or the Holders of the 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 5.02.  All principal
payments on each Class of Notes shall be made pro rata to the Noteholders of
such Class entitled thereto.  Upon
notice to the Indenture Trustee by the Issuer, 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 Issuer 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 10.02.


 


(c)           If
the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay
defaulted interest (plus interest on such defaulted interest at a rate per
annum equal to the sum of (i) the applicable Note Interest Rate and (ii) 1.0%,
to the extent lawful) in any lawful manner. 
The Issuer may pay such defaulted interest and interest on 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 payment
date.  The Issuer shall fix or cause to
be fixed any such special record date and payment date, and, at least 10 days
before any such special record date, the Issuer shall mail to each Noteholder a
notice that states the special record date, the payment date and the amount of
defaulted interest and interest on such defaulted interest to be paid.


 


SECTION 2.08.  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 cancelled by the Indenture Trustee.  The Issuer may at any time deliver to the
Indenture Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Issuer may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly cancelled by the
Indenture Trustee.  No Notes shall be
authenticated in lieu of or in exchange for any Notes cancelled as provided in
this Section, except as expressly permitted by this Indenture. All cancelled
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
Issuer shall direct by an Issuer Order that they be destroyed or returned to
it; provided that such Issuer Order is timely and the Notes have not been
previously disposed of by the Indenture Trustee.


 


SECTION 2.09.  Release of Collateral.  Subject to Section 11.01, the Indenture
Trustee shall release property from the lien of this Indenture only upon
receipt of an Issuer Request accompanied by an Officer’s Certificate, an
Opinion of Counsel and Independent Certificates in accordance with TIA §§
314(c) and 314(d)(l) or an Opinion of Counsel in lieu of such Independent
Certificates to the effect that the TIA does not require any such Independent
Certificates.


 


SECTION 2.10.  Book-Entry Notes.  The Notes, upon original issuance, will be
issued in the form of a typewritten Note or Notes representing the Book-Entry
Notes, to be delivered to The Depository Trust Company, the initial Clearing
Agency, by, or on behalf of, the


 


14

















 


Issuer.  Such Note shall initially be registered on
the Note Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Note Owner will receive a Definitive Note (as
hereinafter defined) representing such Note Owner’s interest in such Note,
except as provided in Section 2.12. 
Unless and until definitive, fully registered Notes (the “Definitive
Notes”) have been issued to Note Owners pursuant to Section 2.12:


 


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


 


(ii)           the Note Registrar and
the Indenture Trustee shall be entitled to deal with the Clearing Agency for
all purposes of this Indenture (including the payment of principal of and interest
on the Notes and the giving of instructions or directions hereunder) as the
sole holder of the Notes, and shall have no obligation to the Note Owners;


 


(iii)          to the extent that the
provisions of this Section conflict with any other provisions of this Indenture,
the provisions of 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
Depository Agreement, unless and until Definitive Notes are issued pursuant to
Section 2.12, the initial Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit payments of principal
of and interest on the Notes to such Clearing Agency Participants; and


 


(v)           whenever this Indenture
requires or permits actions to be taken based upon instructions or directions
of Holders of Notes evidencing a specified percentage of the Outstanding Amount
of the Notes (or any Class thereof), 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 any Class thereof) 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 shall have been issued to Note Owners pursuant to Section 2.12, the
Indenture Trustee shall give all such notices and communications specified herein
to be given to Holders of the Notes to the Clearing Agency, and shall have no
obligation to the Note Owners or other Holders of the Notes.


 


SECTION 2.12.  Definitive Notes.  If (i) the Administrator advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities with respect to the Notes, and
the Administrator is unable to locate a qualified successor, (ii) the
Administrator at its option advises the Indenture Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency or (iii)
after the occurrence of an Event of Default or a Servicer Default, Note Owners
representing beneficial 


 


15

















 


interests aggregating at
least a majority of the Outstanding Amount of the Notes advise the Clearing
Agency in writing that the continuation of a book-entry system through the
Clearing Agency is no longer in the best interests of the Note Owners, then the
Clearing Agency shall notify all Note Owners and the Indenture Trustee of the
occurrence of any such event and of the availability of Definitive Notes to
Note Owners requesting the same.  Upon
surrender to the Indenture Trustee of the typewritten Note or Notes representing
the Book-Entry Notes by the Clearing Agency, accompanied by registration
instructions, the Issuer shall execute and the Indenture Trustee shall
authenticate the Definitive Notes in accordance with the instructions of the
Clearing Agency.  None of the Issuer,
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
protected in relying on, such instructions. 
Upon the issuance of Definitive Notes, the Indenture Trustee shall
recognize the Holders of the Definitive Notes as Noteholders.


 


SECTION 2.13.  Notes as Indebtedness for
Tax Purposes.  The Issuer is
entering into this Indenture with the intention that, for federal, State and
local income, and franchise tax purposes, each Note will qualify as
indebtedness secured by the Collateral.


 


ARTICLE III



COVENANTS


 


SECTION 3.01.  Payment of Principal and
Interest.   The Issuer will duly and
punctually pay the principal of and interest on the Notes in accordance with
the terms of the Notes and this Indenture. 
Without limiting the foregoing, the Issuer will cause to be distributed
all amounts on deposit in the Note Distribution Account on a Payment Date.  Amounts properly withheld under the Code by
any Person from a payment to any Noteholder of interest and/or principal shall
be considered as having been paid by the Issuer to such Noteholder for all
purposes of this Indenture.


 


SECTION 3.02.  Maintenance of Office or
Agency.  The Issuer 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 Issuer in respect of the Notes and this Indenture
may be served.  The Issuer hereby initially
appoints The Bank of New York, New York, New York to serve as its agent for the
foregoing purposes.  The Issuer will
give prompt written notice to the Indenture Trustee of the location, and of any
change in the location, of any such office or agency.  If at any time the Issuer shall fail to maintain any such office
or agency or shall fail to furnish the Indenture Trustee with the address
thereof, such surrenders, notices and demands may be made or served at the
Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as
its agent to receive all such surrenders, notices and demands.


 


SECTION 3.03.  Money for Payments To Be
Held in Trust.  As provided in
Section 8.02(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 8.02(c) shall be
made on behalf of the Issuer by the Indenture Trustee or by another Paying
Agent, and no amounts so withdrawn from the Collection Account


 


16

















 


and the Note Distribution
Account for payments of Notes shall be paid over to the Issuer except as
provided in this Section.


 


At or before noon (New York time) on each Payment Date
and Redemption Date, the Issuer 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.


 


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


 


(ii)           give the Indenture
Trustee notice of any default by the Issuer of which it has actual knowledge
(or any other obligor upon the Notes) 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 at the time of its appointment; and


 


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


 


The Issuer may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other
purpose, by Issuer 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 the Indenture Trustee or such Paying Agent, as 


 


17

















 


the case may be, shall
give prompt notice of such occurrence to the Issuer and shall release such
money to the Issuer on Issuer Request; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer),
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,
may at the expense of the Issuer 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 Issuer.  The Indenture Trustee may also adopt and
employ, at the expense of the Issuer, any other reasonable means of notification
of such repayment (including, but not limited to, mailing notice of such
repayment to Holders whose Notes have been called but have not been surrendered
for redemption or whose right to or interest in moneys due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Holder).


 


SECTION 3.04.  Existence.  The Issuer will keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other State or of the United States of
America, in which case the Issuer will keep in full effect its existence,
rights and franchises under the laws of such other jurisdiction) 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 3.05.  Protection of Trust Estate.  (a) 
The Issuer will from time to time prepare, execute, deliver and file all
such supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other
instruments, and will take such other action necessary or advisable to:


 


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


 


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


 


(iii)          enforce any of the
Collateral; or


 


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


 


The Issuer hereby designates the Indenture Trustee,
and hereby authorizes the Indenture Trustee as its agent and attorney-in-fact,
to execute any financing statement, continuation statement or other instrument
delivered to the Indenture Trustee pursuant to this Section.


 


18

















 


(b)           The
Issuer hereby represents and warrants that, as to the Collateral pledged to the
Indenture Trustee for the benefit of the Noteholders, on the Closing Date:


 


(i)            the Indenture creates
a valid and continuing security interest (as defined in the applicable UCC) in
the Collateral that is in existence in favor of the Indenture Trustee, which
security interest is prior to all other liens, and is enforceable as such as
against creditors of and purchasers from the Issuer;


 


(ii)           the Receivables
constitute “tangible chattel paper” under the applicable UCC;


 


(iii)          the Issuer owns and has
good and marketable title to such Collateral free and clear of any liens,
claims or encumbrances of any Person, other than the interest Granted under
this Indenture;


 


(iv)          the Issuer has acquired
its ownership in such Collateral in good faith without notice of any adverse
claim;


 


(v)           the Trust Accounts are
not in the name of any person other than the Indenture Trustee and the Issuer
has not consented to the bank maintaining the Trust Accounts to comply with the
instructions of any person other than the Indenture Trustee;


 


(vi)          the Issuer has not
assigned, pledged, sold, granted a security interest in or otherwise conveyed
any interest in such Collateral (or, if any such interest has been assigned,
pledged or otherwise encumbered, it has been released) other than interests
Granted pursuant to this Indenture;


 


(vii)         the Issuer has caused or
will have caused, within ten days after the Closing Date, the filing of all
appropriate financing statements in the proper filing office in the appropriate
jurisdiction under the applicable law in order to perfect the security interest
Granted hereunder in the Receivables;


 


(viii)        other than its Granting
hereunder, the Issuer has not Granted such Collateral, the Issuer has not
authorized the filing of and is not aware of any financing statements against
the Issuer that include a description of such Collateral other than the
financing statement in favor of the Indenture Trustee, and the Issuer is not
aware of any judgment or tax lien filing against it; and


 


(ix)           the information relating
to such Collateral set forth in the Schedule of Receivables (attached hereto as
Exhibit A) is correct.


 


SECTION 3.06.  Opinions as to Trust Estate.  (a) 
On the Closing Date, the Issuer 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 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 of this Indenture and


 


19

















 


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 February 28 in each calendar year, beginning in 2004, the Issuer
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 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
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 and continuation statements
that will, in the opinion of such counsel, be required to maintain the lien and
security interest of this Indenture until February 28 in the following calendar
year.


 


SECTION 3.07.  Performance of Obligations;
Servicing of Receivables.  (a)  The Issuer 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 of such Person’s 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
Issuer 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 Issuer shall be
deemed to be action taken by the Issuer. 
Initially, the Issuer has contracted with the Servicer and the Administrator
to assist the Issuer in performing its duties under this Indenture.


 


(c)           The
Issuer will punctually perform and observe all of its obligations and
agreements contained in this Indenture, the Basic Documents and in the
instruments and agreements included in the Trust Estate, including but not
limited to filing or causing to be filed all UCC financing statements and
continuation statements required to be filed by the terms of 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 Issuer 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 Issuer shall have knowledge of the occurrence of a Servicer Default under
the Sale and Servicing Agreement, the Issuer shall promptly notify the
Indenture Trustee and the Rating Agencies thereof, and shall specify in such
notice the action, if any, the Issuer 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


 


20

















 


respect to the
Receivables, the Issuer 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 8.01 of the Sale and
Servicing Agreement, the Issuer shall appoint a successor servicer (the
“Successor Servicer”), 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 Servicer
ceases to act as Servicer, the Indenture Trustee without further action shall
automatically be appointed the Successor Servicer, subject to Section 8.02 of
the Sale and Servicing Agreement.  The
Indenture Trustee may resign as the Servicer by giving written notice of such
resignation to the Issuer and in such event will be released from such duties
and obligations, such release not to be effective until the date a new servicer
enters into a servicing agreement with the Issuer as provided below.  Upon delivery of any such notice to the
Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under
the Sale and Servicing Agreement.  Any
Successor Servicer other than the Indenture Trustee shall (i) be an
established financial institution having a net worth of not less than
$50,000,000 and whose regular business includes the servicing of equipment
receivables and (ii) enter into a servicing agreement with the Issuer having
substantially the same provisions as the provisions of the Sale and Servicing
Agreement applicable to the Servicer. 
If within 30 days after the delivery of the notice referred to above,
the Issuer shall not have obtained such a new servicer, the Indenture Trustee
may appoint, or may petition a court of competent jurisdiction to appoint, a
Successor Servicer.  In connection with
any such appointment, the Indenture Trustee may make such arrangements for the
compensation of such successor as it and such successor shall agree, subject to
the limitations set forth below and in the Sale and Servicing Agreement, and in
accordance with Section 8.02 of the Sale and Servicing Agreement, the Issuer
shall enter into an agreement with such successor 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 Servicer’s duties as servicer of the Receivables
as provided herein, it shall do so in its capacity as servicer and not in its
capacity as Indenture Trustee and, accordingly, the provisions of Article VI
hereof shall be inapplicable to the Indenture Trustee in its duties as the successor
to the Servicer and the servicing of the Receivables.  In case the Indenture Trustee shall become successor to the
Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be
entitled to appoint as Servicer any one of its affiliates, provided that it
shall be fully liable for the actions and omissions of such affiliate in such
capacity as Successor Servicer.


 


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


 


(g)           Without
derogating from the absolute nature of the assignment granted to the Indenture
Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
the Issuer agrees that it will not, without the prior written consent of the
Indenture Trustee or the Holders of at least a majority in Outstanding Amount
of the Notes, amend, modify, waive, supplement, terminate or surrender, or
agree to any amendment, modification, supplement, termination, waiver or
surrender of, the terms of any Collateral (except to the extent otherwise


 


21

















 


provided in the Sale and
Servicing Agreement) or the Basic Documents, or waive timely performance or
observance by the Servicer or the Seller under the Sale and Servicing Agreement
or JDCC under the Purchase Agreement; provided, however, that no such amendment
shall (i) increase or reduce in any manner the amount of, or accelerate or
delay the timing of, collections of payments on Receivables or distributions
that are required to be made for the benefit of the Noteholders or (ii) reduce
the aforesaid percentage of the Notes which are required to consent to any such
amendment, without the consent of the holders of all the outstanding
Notes.  If any such amendment,
modification, supplement or waiver shall be so consented to by the Indenture
Trustee or such Holders, the Issuer agrees, promptly following a request by the
Indenture Trustee to do so, to execute and deliver, in its own name and at its
own expense, such agreements, instruments, consents and other documents as the
Indenture Trustee may reasonably deem necessary or appropriate in the
circumstances.


 


SECTION 3.08.  Negative Covenants.  So long as any Notes are Outstanding, the
Issuer shall not:


 


(i)            except as expressly
permitted by this Indenture, the Purchase Agreement, the Trust Agreement or the
Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of
any of the properties or assets of the Issuer, 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 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, charge, excise, claim, security interest, mortgage
or other encumbrance (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 (other than tax liens,
mechanics’ liens and other liens that arise by operation of law, in each case
on a Financed Equipment and arising solely as a result of an action or omission
of the related Obligor) or (C) permit the lien of this Indenture not to
constitute a valid first priority (other than with respect to any such tax,
mechanics’ or other lien arising by operation of law) security interest in the
Trust Estate.


 


SECTION 3.09.  Annual Statement as to Compliance.  The Issuer will deliver to the Indenture
Trustee, within 120 days after the end of each fiscal year of the Issuer
(commencing with the fiscal year ending in 2003), an Officer’s Certificate
stating, as to the Authorized Officer signing such Officer’s Certificate, that


 


(i)            a review of the
activities of the Issuer during the 12-month period ending at the end of such
fiscal year (or in the case of the fiscal year ending October 


 


22

















 


2003, the period from the
Closing Date to October 31, 2003) 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 Issuer 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.  Issuer May Consolidate, etc.,
Only on Certain Terms.  (a)  The Issuer shall not consolidate or merge
with or into any other Person, unless


 


(i)            the Person (if other
than the Issuer) 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 Issuer 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 Issuer 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 Trust, any Noteholder or any
Certificateholder;


 


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


 


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


 


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


 


(i)            the Person that
acquires by conveyance or transfer the properties and assets of the Issuer 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


 


23

















 


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 Issuer to be
performed or observed, all as provided herein, (C) expressly agrees by means of
such supplemental indenture that all right, title and interest so conveyed or
transferred shall be subject and subordinate to the rights of Holders of the
Notes, (D) unless otherwise provided in such supplemental indenture, expressly
agrees to indemnify, defend and hold harmless the Issuer against and from any
loss, liability or expense arising under or related to this Indenture and the
Notes, (E) expressly agrees by means of such supplemental indenture that such
Person (or if a group of Persons, then one specified Person) shall make all
filings with the Commission (and any other appropriate Person) required by the
Exchange Act in connection with the Notes and (F) such conveyance or transfer
is expressly permitted by this Indenture, the Purchase Agreement, the Sale and
Servicing Agreement and the Trust Agreement;


 


(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 Issuer 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 Trust, any Noteholder or any
Certificateholder;


 


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


 


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


 


(b)           Upon
a conveyance or transfer of all the assets and properties of the Issuer
pursuant to Section 3.10(b), the Issuer will be released from every covenant
and agreement of this Indenture to be observed or performed on the part of the
Issuer with respect to the Notes immediately upon the delivery to and
acceptance by the Indenture Trustee of the Officer’s Certificate and Opinion of
Counsel specified in Section 3.10(b)(vi) stating that the Issuer is to be so
released.


 


24

















 


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


 


SECTION 3.13.  No Borrowing.  The Issuer 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 Issuer shall cause the Servicer to
comply with Sections 4.09, 4.10, 4.11 and 5.06 of the Sale and Servicing
Agreement.


 


SECTION 3.15.  Guarantees, Loans, Advances
and Other Liabilities.  Except as
contemplated by the Sale and Servicing Agreement or this Indenture, the Issuer
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 Issuer shall not make any expenditure
(by long-term or operating lease or otherwise) for capital assets (either
realty or personality).


 


SECTION 3.17.  Removal of Administrator.  So long as any Notes are Outstanding, the
Issuer 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 Issuer 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 Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or
security in or of the Issuer or to the Servicer, (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 Issuer may make, or cause to be made, (x)
distributions to the Servicer, the Owner Trustee and the Certificateholders as
permitted by, and to the extent funds are available for such purpose under, the
Sale and Servicing Agreement and (y) payments to the Indenture Trustee pursuant
to Section 1(a)(ii) of the Administration Agreement. The Issuer will not,
directly or indirectly, make payments to or distributions from the Collection
Account except in accordance with this Indenture and the Basic Documents.


 


SECTION 3.19.  Notice of Events of Default.  The Issuer agrees to give the Indenture
Trustee and the Rating Agencies prompt written notice of each Event of Default
hereunder and, within five days after obtaining knowledge of any of the
following occurrences, written notice of each default on the part of the
Servicer or the Seller of its obligations under the


 


25

















 


Sale and Servicing
Agreement and each default on the part of JDCC of its obligations under the
Purchase Agreement.


 


SECTION 3.20.  Further Instruments and Acts.  Upon request of the Indenture Trustee, the
Issuer 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.


 


ARTICLE IV



SATISFACTION AND DISCHARGE


 


SECTION 4.01.  Satisfaction and Discharge
of Indenture.  This Indenture shall
cease to be of further effect with respect to the Notes except as to (i) rights
of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive
payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04,
3.05, 3.08, 3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of
the Indenture Trustee hereunder (including the rights of the Indenture Trustee
under Section 6.07 and the obligations of the Indenture Trustee under Section
4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect
to the property so deposited with the Indenture Trustee payable to all or any
of them, and the Indenture Trustee, on demand of and at the expense of the
Issuer, 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 2.05
and (ii) Notes for whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Issuer and thereafter repaid to the
Issuer or discharged from such trust, as provided in Section 3.03) have been
delivered to the Indenture Trustee for cancellation; or


 


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


 


(a)             have
become due and payable,


 


(b)             will
become due and payable at the Class B Final Scheduled Payment Date within one
year, or


 


(c)             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 Issuer,


 


26

















 


and the Issuer, in the case of clause (a), (b) or (c)
immediately above, 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 as of such day
of discharge or when due on the Class B Final Payment Date or Redemption Date
(if Notes shall have been called for redemption pursuant to Section 10.01(a)),
as the case may be;


 


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


 


(C)                                the
Issuer 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 11.01(a) and each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with.


 


SECTION 4.02.   Application of Trust Money.  All moneys deposited with the Indenture
Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent, as the Indenture Trustee may
determine, to the Holders of the particular Notes for the payment or redemption
of which such moneys have been deposited with the Indenture Trustee, of all
sums due and to become due thereon for principal and interest; but such moneys
need not be segregated from other funds except to the extent required herein or
in the Sale and Servicing Agreement or required by law.


 


SECTION 4.03.   Repayment of Moneys Held
by Paying Agent.  In connection with
the satisfaction and discharge of this Indenture with respect to the Notes, all
moneys then held by any Paying Agent other than the Indenture Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according
to Section 3.03 and thereupon such Paying Agent shall be released from all
further liability with respect to such moneys.


 


ARTICLE V



REMEDIES


 


SECTION 5.01.   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):


 


27

















 


(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; or


 


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


 


(iii)          default in the
observance or performance of any covenant or agreement of the Issuer made in this
Indenture (other than a covenant or agreement, a default in the observance or
performance of which is elsewhere in this Section specifically dealt with), or
any representation or warranty of the Issuer 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 representation
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 Issuer by the Indenture Trustee or to the Issuer 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; or


 


(iv)          the filing of a decree
or order for relief by a court having jurisdiction in the premises in respect
of the Issuer 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 for the Issuer
or for any substantial part of the Trust Estate, or ordering the winding-up or
liquidation of the Issuer’s affairs, and such decree or order shall remain
unstayed and in effect for a period of 90 consecutive days; or


 


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


 


The Issuer shall deliver to the Indenture Trustee,
within five days after the occurrence thereof, written notice in the form of an
Officer’s Certificate of any event which with the giving of notice and the
lapse of time would become an Event of Default under clause (iii), (iv) and
(v), its status and what action the Issuer is taking or proposes to take with
respect thereto.


 


28

















 


SECTION 5.02.  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 a majority of the
Outstanding Amount of the Notes may declare all the Notes to be immediately due
and payable, by a notice in writing to the Issuer (and to the Indenture Trustee
if given by Noteholders), and upon any such declaration the unpaid principal
amount of the Notes, together with accrued and unpaid interest thereon through
the date of acceleration, shall become immediately due and payable.


 


At any time after such declaration of acceleration of
maturity has been made and before a judgment or decree for payment of the money
due has been obtained by the Indenture Trustee as hereinafter in this Article V
provided, the Holders of Notes representing a majority of the Outstanding
Amount of the Notes, by written notice to the Issuer and the Indenture Trustee,
may rescind and annul such declaration and its consequences if:


 


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


 


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


 


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


 


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


 


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


 


SECTION 5.03.  Collection of Indebtedness
and Suits for Enforcement by Indenture Trustee.  (a)  The Issuer covenants
that if (i) default is made in the payment of any interest on any Note when the
same becomes due and payable, and such default continues for a period of five
days, or (ii) default is made in the payment of the principal of or any
installment of the principal of any Note when the same becomes due and payable,
the Issuer will, upon demand of the Indenture Trustee, pay to it, for the
benefit of the Holders of the Notes, the whole amount then due and payable on
such Notes for principal and interest, with interest upon the overdue
principal, and, to the extent payment at such rate of interest shall be legally
enforceable, upon overdue installments of interest, at a rate per annum equal
to the sum of (i) the respective Note Interest Rate borne by such Notes and
(ii) 1.0% 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 Issuer 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


 


29

















 


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 Issuer or other
obligor upon such Notes and collect in the manner provided by law out of the
property of the Issuer or other obligor upon such Notes, wherever situated, the
moneys adjudged or decreed to be payable.


 


(c)           If
an Event of Default occurs and is continuing, the Indenture Trustee may, as
more particularly provided in Section 5.04, in its discretion, proceed to
protect and enforce its rights and the rights of the Noteholders, by such appropriate
Proceedings as the Indenture Trustee shall deem most effective to protect and
enforce any such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy or legal or equitable right
vested in the Indenture Trustee by this Indenture or by law.


 


(d)           In
case there shall be pending, relative to the Issuer or any other obligor upon
the Notes or any Person having or claiming an ownership interest in the Trust
Estate, Proceedings under the Bankruptcy Code or any other applicable federal
or State bankruptcy, insolvency or other similar law, or in case a receiver,
assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator
or similar official shall have been appointed for or taken possession of the
Issuer or its property or such other obligor or Person, or in case of any other
comparable judicial Proceedings relative to the Issuer or other obligor upon
the Notes, or to the creditors or property of the Issuer 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 the provisions of 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 and regulations, to vote on behalf of the Holders of Notes in
any election of a trustee, a standby trustee or Person performing similar functions
in any such Proceedings;


 


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


 


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


 


30

















 


and its property; and any trustee, receiver,
liquidator, custodian 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 expenses and liabilities incurred,
and all advances made, by the Indenture Trustee and each predecessor Indenture
Trustee except as a result of negligence or bad faith.


 


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


 


(f)            All
rights of action and of asserting claims under this Indenture, or under any of
the Notes, may be enforced by the Indenture Trustee without the possession of
any of the Notes or the production thereof in any trial or other Proceedings
relative thereto, and any such action or Proceedings instituted by the
Indenture Trustee shall be brought in its own name 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 5.04.  Remedies; Priorities.  (a) 
If an Event of Default shall have occurred and be continuing, the
Indenture Trustee may do one or more of the following (subject to Section
5.05):


 


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


 


31

















 


(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; 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 5.01(i) or (ii), unless (A) the Holders of 100% of the
Outstanding Amount of the Notes consent thereto, (B) the proceeds of such sale
or liquidation distributable to the Noteholders are sufficient to discharge in
full all amounts then due and unpaid upon such Notes for principal and interest
or (C) the Indenture Trustee determines that the Trust Estate will not continue
to provide sufficient funds for the payment of principal of and interest on the
Notes as they would have become due if the Notes had not been declared due and
payable, and the Indenture Trustee obtains the consent of Holders of 66-2/3% of
the Outstanding Amount of the Notes.  In
determining such sufficiency or insufficiency with respect to clause (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.


 


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


 


FIRST:  to the
Indenture Trustee for amounts due under Section 6.07 and the Owner Trustee for
amounts due under Sections 8.01 and 8.02 of the Trust Agreement, pro rata
on the basis of the amount due to each;


 


SECOND: to the Noteholders in the following amounts
and the following order of priority:


 


(i)            to the Class A
Noteholders, accrued and unpaid interest on the Outstanding Amount of each
class of Class A Notes at the applicable Note Interest Rate (such amount to be
applied pro
rata on the basis of the total interest due on the Class A Notes);


 


(ii)           to the Class B
Noteholders accrued and unpaid interest on the Outstanding Amount of the Class
B Notes at the Class B Note Interest Rate;


 


(iii)          to the Class A
Noteholders on account of principal until the Outstanding Amount of the Class A
Notes is reduced to zero (such amount to be applied pro rata on the basis of the
Outstanding Amount of each class of Class A Notes); and


 


(iv)          to the Class B
Noteholders on account of principal until the Outstanding Amount of the Class B
Notes is reduced to zero; and


 


THIRD:  to the
Issuer for distribution to the Certificateholder.


 


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


 


32

















 


SECTION 5.05.  Optional Preservation of
the Receivables.  If the Notes have
been declared to be due and payable under Section 5.02 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 5.06.  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 Holders 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 or Holders
have offered to the Indenture Trustee indemnity 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 Proceedings; 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
Holders 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 Holders of Notes or to obtain or to seek to obtain
priority or preference over any other Holders or to enforce any right under
this Indenture, except in the manner herein provided.


 


In the event the Indenture Trustee shall receive
conflicting or inconsistent requests and indemnity from two or more groups of
Holders of Notes, 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, and shall have no liability to any person for such action or
inaction.


 


SECTION 5.07.  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 


 


33

















 


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 5.08.  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 Issuer, 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 5.09.  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 any Note 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 V 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 a majority of the Outstanding
Amount of the Notes shall have the right to direct the time, method and place
of conducting any Proceeding for any remedy available to the Indenture Trustee
with respect to the Notes or exercising any trust or power conferred on the
Indenture Trustee; provided that


 


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


 


(ii)           subject to the express
terms of Section 5.04, any direction to the Indenture Trustee to sell or
liquidate the Trust Estate shall be by the Holders of Notes representing not
less than 100% of the Outstanding Amount of the Notes;


 


(iii)          if the conditions set
forth in Section 5.05 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


 


34

















 


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


 


provided,
however, that, subject to Section 6.01, 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 Noteholders not consenting to
such action.


 


SECTION 5.12.  Waiver of Past Defaults.  Prior to the declaration of the acceleration
of the maturity of the Notes as provided in Section 5.02, 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 which cannot be modified or amended without the
consent of the Holder of each Note.  In
the case of any such waiver, the Issuer, 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 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 Event of 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 attorneys’ 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, or group of Noteholders, in
each case holding in the aggregate more than 10% of the Outstanding Amount of
the Notes or (c) any suit instituted by any Noteholder for the enforcement of
the payment of principal of or interest on any Note on or after the respective
due dates expressed in such Note and in this Indenture (or, in the case of
redemption, on or after the Redemption Date).


 


SECTION 5.14.  Waiver of Stay or Extension
Laws.  The Issuer 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 Issuer (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.


 


35

















 


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 Issuer 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
Issuer.  Any money or property collected
by the Indenture Trustee shall be applied in accordance with Section 5.04(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 Issuer
agrees to 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 Issuer under or in
connection with the Sale and Servicing Agreement or to JDCC 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 Issuer under or in connection with the Sale and Servicing
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.


 


(b)           If
an Event of Default has occurred and is continuing, the Indenture Trustee at
the direction (which direction shall be in writing or by telephone (confirmed
in writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding
Amount of the Notes shall exercise all rights, remedies, powers, privileges and
claims of the Issuer 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 Issuer thereunder and to give any
consent, request, notice, direction, approval, extension or waiver under the
Sale and Servicing Agreement, and any right of the Issuer to take such action
shall be suspended.


 


(c)           Promptly
following a request from the Indenture Trustee to do so and at the
Administrator’s expense, the Issuer agrees to take all such lawful action as
the Indenture Trustee may request to compel or secure the performance and
observance by JDCC of each of its obligations 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 Issuer 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 thereunder and the
institution of legal or administrative actions or proceedings to compel or
secure performance by JDCC of each of its obligations under the Purchase
Agreement.


 


(d)           If
an Event of Default has occurred and is continuing, the Indenture Trustee at
the direction (which direction shall be in writing or by telephone (confirmed
in writing promptly thereafter)) of the Holders of 66-2/3% of the Outstanding
Amount of the Notes shall exercise all rights, remedies, powers, privileges and
claims of the Seller against JDCC under or 


 


36

















 


in connection with the
Purchase Agreement to the extent granted as security for the Notes hereunder,
including the right or power to take any action to compel or secure performance
or observance by JDCC 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.


 


Notwithstanding the foregoing, the Indenture Trustee
shall have no duty or obligation to monitor the Servicer’s, the Seller’s or
JDCC’s performance of any of their obligations under or in connection with the
Sale and Servicing Agreement or the Purchase Agreement.


 


ARTICLE VI



THE INDENTURE TRUSTEE


 


SECTION 6.01.  Duties of 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:


 


(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; however, the Indenture Trustee shall
examine the certificates and opinions which by any provision hereof are
specifically required to be furnished to the Indenture Trustee to determine
whether or not they conform on their face to the requirements of this
Indenture.


 


The Indenture Trustee shall not be required to
determine, confirm or recalculate the information contained in the Servicer’s
Certificate delivered to it pursuant to the Sale and Servicing Agreement.


 


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


 


(i)            this paragraph does
not limit the effect of paragraph (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 proved that the Indenture Trustee was
negligent in ascertaining the pertinent facts; and


 


37

















 


(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 Section
5.11 or otherwise from Holders under the Indenture.


 


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


 


(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 Issuer.


 


(f)            Money
held in trust by the Indenture Trustee need not be segregated from other funds
except to the extent required by law or the terms of 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 repayments of such funds or
adequate indemnity satisfactory to it against such 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 the
provisions of this Section and to the provisions of the TIA.


 


SECTION 6.02.  Rights of Indenture Trustee.  (a) 
The Indenture Trustee may rely on any document 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 the 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 or attorneys or a
custodian or 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
hereunder.


 


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


 


(e)           The
Indenture Trustee may consult with counsel of its selection, 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 


 


38

















 


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 be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request or direction of any of the
Holders pursuant to this Indenture, unless such Holders shall have offered to
the Indenture Trustee security or indemnity satisfactory to the Indenture
Trustee against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction.


 


(g)           The
Indenture Trustee shall not be deemed to have notice of any default or Event of
Default unless a Responsible Officer of the Indenture Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Indenture Trustee at the Corporate Trust Office of
the Indenture Trustee, and such notice references the Notes and this Indenture.


 


(h)           The
rights, privileges, protections, immunities and benefits given to the Indenture
Trustee, including, without limitation, its right to be indemnified are
extended to, and shall be enforceable by, the Indenture Trustee in each of its
capacities hereunder, and to each agent, custodian and other Person employed to
act hereunder.


 


SECTION 6.03.  Individual Rights of Indenture
Trustee.  The Indenture Trustee in
its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuer or its affiliates with the same rights
it would have if it were not 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 6.10 and 6.11.


 


SECTION 6.04.  Indenture Trustee’s Disclaimer.  The Indenture Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
the Trust Estate, this Indenture or the Notes, it shall not be accountable for
the Issuer’s use of the proceeds from the Notes, and it shall not be
responsible for any statement of the Issuer in the 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 6.05.  Notice of Defaults.  If a Default occurs and is continuing and if
it is actually known to a Responsible Officer of the Indenture Trustee, the
Indenture Trustee shall mail to each Noteholder notice of the Default within 90
days after it occurs.  Except in the
case of a Default in payment of principal of or interest on any Note (including
payments pursuant to the 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 provided that in the case of any default of
the character specified in Section 5.01(iii), no such notice to Holders shall
be given until at least 30 days after the occurrence thereof.


 


SECTION 6.06.  Reports by Indenture Trustee
to Holders.  The Indenture Trustee
shall deliver to each Noteholder such information as may be required to enable
such holder to prepare its federal and State income tax returns.  The Indenture Trustee shall only be required
to 


 


39

















 


provide to the
Noteholders the information given to it by the Servicer.  The Indenture Trustee shall not be required
to determine, confirm or recompute any such information.


 


SECTION 6.07.  Compensation and Indemnity.  The Issuer shall or shall cause the Servicer
to pay to the Indenture Trustee from time to time reasonable compensation for
its services.  The Indenture Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an
express trust.  The Issuer 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 Issuer shall or shall cause the Servicer
to indemnify the Indenture Trustee against any and all loss, liability or
expense (including the fees of either in-house counsel or outside counsel, but
not both) incurred by it in connection with the administration of this trust
and the performance of its duties hereunder. 
The Indenture Trustee shall notify the Issuer and the Servicer promptly
of any claim for which it may seek indemnity. 
Failure by the Indenture Trustee to so notify the Issuer and the
Servicer shall not relieve the Issuer or the Servicer of its obligations
hereunder.  The Issuer shall or shall
cause the Servicer to defend the claim and the Indenture Trustee may have
separate counsel and the Issuer shall or shall cause the Servicer to pay the
fees and expenses of such counsel. 
Neither the Issuer 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 wilful misconduct, negligence or
bad faith.


 


The Issuer’s payment obligations to the Indenture
Trustee pursuant to this Section shall survive the discharge of this
Indenture.  When the Indenture Trustee
incurs expenses after the occurrence of a Default specified in Section 5.01(iv)
or (v) with respect to the Issuer, the expenses are intended to constitute
expenses of administration under the Bankruptcy Code or any other applicable
federal or State bankruptcy, insolvency or similar law.


 


SECTION 6.08.  Replacement of 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 6.08.  The Indenture Trustee may resign at any time by so notifying the
Issuer. The Holders of a majority in Outstanding Amount of the Notes may remove
the Indenture Trustee by so notifying the Indenture Trustee and may appoint a
successor Indenture Trustee.  The Issuer
shall remove the Indenture Trustee if:


 


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


 


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


 


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


 


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


 


If the Indenture Trustee resigns or is removed or if a
vacancy exists in the office of Indenture Trustee for any reason (the Indenture
Trustee in such event being referred to herein


 


40

















 


as the retiring Indenture
Trustee), the Issuer shall promptly appoint a successor Indenture Trustee,
which successor shall be, if JDCC is the Servicer, reasonably acceptable to the
Seller.


 


A successor Indenture Trustee shall deliver a written
acceptance of its appointment to the retiring Indenture Trustee and to the
Issuer.  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
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 Issuer or the Holders of a majority in
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 Issuer’s and the Administrator’s
obligations under Section 6.07 shall continue for the benefit of the retiring
Indenture Trustee.


 


SECTION 6.09.  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 or banking
association without any further act shall be the successor Indenture
Trustee.  The Indenture Trustee shall
provide the Rating Agencies prior written notice of any such transaction,
provided that such corporation or banking association shall be otherwise
qualified and eligible under Section 6.11.


 


In case at the time such successor or successors 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 trustee, and
deliver such Notes so authenticated; and in case at that time any of the Notes
shall not have been authenticated, any successor to the Indenture Trustee may
authenticate such Notes either in the name of any predecessor hereunder or in the
name of the successor to the Indenture Trustee; and in all such cases such
certificates shall have the full force which it is anywhere in the Notes or in
this Indenture provided that the certificate of the Indenture Trustee shall
have.


 


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 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 Persons reasonably acceptable to the Issuer to act as a
co-trustee or co- 


 


41

















 


trustees, or separate trustee
or separate trustees, of all or any part of the Trust, and to vest in such
Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the Trust, or any part hereof, 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 6.08.


 


(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 or acts are to be performed the
Indenture Trustee shall be incompetent or unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations (including the
holding of title to the Trust 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 any separate trustee or
co-trustee.


 


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


 


(d)           Any
separate trustee or co-trustee may at any time constitute the Indenture
Trustee, 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.


 


42

















 


SECTION 6.11.  Eligibility; Disqualification.    (a)  The Indenture Trustee
shall at all times satisfy the requirements of TIA § 310(a).  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 its long-term unsecured debt shall be
rated at least Baa3 by Moody’s.  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 or indentures under which other securities of the issuer are
outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1)
are met.


 


(b)           Within
90 days after ascertaining the occurrence of an Event of Default which shall
not have been cured or waived, unless authorized by the Commission, the
Indenture Trustee shall resign with respect to the Class A Notes and the
Class B Notes in accordance with Section 6.08 of this Indenture, and
the Issuer shall appoint a successor Indenture Trustee for each of such
Classes, as applicable, so that there will be separate Indenture Trustees for
the Class A Notes and the Class B Notes. In the event the Indenture
Trustee fails to comply with the terms of the preceding sentence, the Indenture
Trustee shall comply with clauses (ii) and (iii) of TIA
Section 310(b).


 


(c)           In
the case of the appointment hereunder of a successor Indenture Trustee with
respect to any Class of Notes pursuant to this Section 6.11, the Issuer,
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 each successor Indenture Trustee shall accept such appointment
and which (i) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, the successor Indenture
Trustee all the rights, powers, trusts and duties of the retiring Indenture
Trustee with respect to the Notes of the Class to which the appointment of such
successor Indenture Trustee relates, (ii) if the retiring Indenture
Trustee is not retiring with respect to all Classes of Notes, shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of the retiring Indenture Trustee with
respect to the Notes of each Class as to which the retiring Indenture
Trustee is not retiring shall continue to be vested in the 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 a 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 removal of the retiring Indenture Trustee shall become
effective to the extent provided herein.


 


SECTION 6.12.  Preferential Collection of
Claims Against Issuer.  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.


 


43

















 


ARTICLE VII



NOTEHOLDERS’ LISTS AND REPORTS


 


SECTION 7.01.  Issuer To Furnish Indenture
Trustee Names and Addresses of Noteholders.  The Issuer 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, (b) at such other times as the
Indenture Trustee may request in writing, within 30 days after receipt by the
Issuer 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 7.02.  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 7.01 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 such Section 7.01
upon receipt of a new list so furnished.


 


(b)           Noteholders
may communicate pursuant to TIA § 312(b) with other Noteholders with respect to
their rights under this Indenture or under the Notes.


 


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


 


SECTION 7.03.  Reports by Issuer.  (a) 
The Issuer shall:


 


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


 


(ii)           file with the Indenture
Trustee and the Commission in accordance with rules and regulations prescribed
from time to time by the Commission such additional information, documents and
reports with respect to compliance by the Issuer with the conditions and
covenants of this Indenture as may be required from time to time by such rules
and regulations; 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 Issuer pursuant to clauses (i) and (ii) of
this Section 7.03(a) as may be required by rules and regulations prescribed
from time to time by the Commission.


 


44

















 


(b)           Unless
the Issuer otherwise determines, the fiscal year of the Issuer shall end on
October 31 of each year.


 


SECTION 7.04.  Reports by Indenture Trustee.  If required by TIA § 313(a), within 60 days
after each February 1 beginning with February 1, 2004, the Indenture Trustee
shall mail to each Noteholder as required by TIA § 313(c) a brief report dated
as of such date that complies with TIA § 313(a).  The Indenture Trustee also shall comply with TIA § 313(b).


 


A copy of each report at the time of its mailing to
Noteholders shall be filed by the Indenture Trustee with the Commission and
each stock exchange, if any, on which the Notes are listed.  The Issuer shall notify the Indenture
Trustee if and when the Notes are listed on any stock exchange.


 


ARTICLE VIII



ACCOUNTS, DISBURSEMENTS AND RELEASES


 


SECTION 8.01.  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 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 8.02.  Trust Accounts.  (a) 
On or prior to the Closing Date, the Issuer shall cause the Servicer to
establish and maintain, in the name of the Indenture Trustee, for the benefit
of the Noteholders and the Certificateholders, the Trust Accounts as provided
in Section 5.01 of the Sale and Servicing Agreement.


 


(b)           Not
less than two Business Days prior to each Payment Date, the Total Distribution
Amount with respect to the preceding Collection Period will be deposited in the
Collection Account as provided in Section 5.02 of the Sale and Servicing
Agreement.  On or before each Payment
Date, the Noteholders’ Distributable Amount with respect to the preceding
Collection Period will be transferred from the Collection Account, and/or the
Reserve Account to the Note Distribution Account as provided in Sections 5.04
and 5.05 of the Sale and Servicing Agreement.


 


(c)           Except
as otherwise provided in Section 5.04(b), on each Payment Date and Redemption
Date, the Indenture Trustee shall distribute all amounts on deposit in the Note
Distribution Account to Noteholders in respect of the Notes to the extent of
amounts due and unpaid on the Notes for principal and interest in the following
amounts and in the following order of priority:


 


45

















 


(i)            accrued and unpaid
interest on the Outstanding Amount of each class of Class A Notes at the
applicable Note Interest Rate (such amount to be applied pro rata on the basis
of the total interest due on the Class A Notes);


 


(ii)           accrued and unpaid
interest on the Outstanding Amount of the Class B Notes at the Class B Note
Interest Rate;


 


(iii)          the Class A Monthly
Principal Distributable Amount in the following order of priority:


 


(a)             to the
Class A-1 Noteholders on account of principal until the Outstanding Amount of
the Class A-1 Notes is reduced to zero; and


 


(b)             to the
Class A-2 Noteholders on account of principal until the Outstanding Amount of
the Class A-2 Notes is reduced to zero; and


 


(c)             to the
Class A-3 Noteholders on account of principal until the Outstanding Amount of
the Class A-3 Notes is reduced to zero; and


 


(d)             to the
Class A-4 Noteholders on account of principal until the Outstanding Amount of
the Class A-4 Notes is reduced to zero; and


 


(iv)          to the Class B
Noteholders, the sum of (x) the Class B Monthly Principal Distributable Amount
and (y) on each Payment Date on and after the Payment Date on which the
Outstanding Amount of the Class A Notes is reduced to zero, the excess, if any,
of (x) the Class A Monthly Principal Distributable Amount over (y) the amount
actually applied on that Payment Date pursuant to clause (iii) above to pay
principal of the Class A Notes, until the Outstanding Amount of the Class B
Notes is reduced to zero.


 


SECTION 8.03.  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 Issuer Order, subject to the provisions of Section
5.01(b) of the Sale and Servicing Agreement. 
All income or other gain from investments of monies deposited in the
Trust Accounts net of any investment expenses and any losses resulting from
such investments shall be deposited by the Indenture Trustee in the Collection
Account.  The Issuer 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 Issuer
shall deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the
Indenture Trustee, to such effect.


 


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(b)           Subject
to Section 6.01(c), the Indenture Trustee shall not in any way be held liable
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 Indenture Trustee, in accordance with their terms.


 


(c)           If
(i) the Issuer shall have failed to give investment directions for any funds on
deposit in the Trust Accounts to the Indenture Trustee by 12:00 noon New York
Time (or such other time as may be agreed by the Issuer and 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 5.02, or, if such Notes shall have
been declared due and payable following an Event of Default, amounts collected
or receivable from the Trust Estate are being applied in accordance with
Section 5.05 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 one or more Eligible Investments referred to in paragraph
(b) of the definition of Eligible Investments.


 


SECTION 8.04.  Release of Trust Estate.  (a) 
Subject to the payment of its fees and expenses pursuant to Section
6.07, the Indenture Trustee may, and when required by the provisions of 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 the provisions of this
Indenture.  No party relying upon an
instrument executed by the Indenture Trustee as provided in this Article VIII
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 the Indenture Trustee pursuant to Section 6.07 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 Issuer 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 Section 8.04(b) only upon
receipt of an Issuer Request accompanied by an Officer’s Certificate, an
Opinion of Counsel and (if required by the TIA) Independent Certificates in
accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements
of Section 11.01.


 


SECTION 8.05.  Opinion of Counsel.  The Indenture Trustee shall receive at least
seven days’ notice when requested by the Issuer to take any action pursuant to
Section 8.04(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, in form and substance satisfactory to the Indenture Trustee,
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 the provisions 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



 


47

















 


independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.


 


ARTICLE IX



SUPPLEMENTAL INDENTURES


 


SECTION 9.01.  Supplemental Indentures Without
Consent of Noteholders.  (a)  Without the consent of the Holders of any
Notes but with prior notice to the Rating Agencies, the Issuer and the
Indenture Trustee, when authorized by an Issuer Order, at any time and from
time to time, may enter into one or more indentures supplemental hereto, 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 Issuer, and the assumption by any such successor of the covenants
of the Issuer herein and in the Notes contained;


 


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


 


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


 


(v)           to cure any ambiguity,
to correct or supplement any provision herein or in any supplemental indenture
which 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, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of the Holders of the
Notes;


 


(vi)          to evidence and provide
for the acceptance of the appointment hereunder by a successor trustee with
respect to the Notes 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


 


(vii)         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 Indenture 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.


 


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(b)           The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also
without the consent of any of the Holders of the Notes but with prior notice to
the Rating Agencies, 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 the Notes under this Indenture;  provided, however, that such action shall
not adversely affect in any material respect the interests of any Noteholder;
provided that 10 days’ prior written notice of any such indenture or supplement
indenture hereto be given to each Rating Agency and, if a Rating Agency
notifies the Indenture Trustee that such indenture or supplement indenture
hereto will result in a downgrading or withdrawal of the then current rating of
any Class of the Notes or the Certificate, such amendment shall become
effective with the consent of the Holders of Notes evidencing not less than a
majority of the Outstanding Amount of the Notes and the consent of the
Certificateholder; provided that any solicitation of such consent shall
disclose the resulting downgrading or withdrawal as a result of such amendment.


 


SECTION 9.02.   Supplemental Indentures with
Consent of Noteholders.  The Issuer
and the Indenture Trustee, when authorized by an Issuer Order, also may, with
prior notice to the Rating Agencies and with the consent of the Holders of not
less than a majority of the Outstanding Amount of the Notes, by Act of such
Holders delivered to the Issuer 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
the Notes under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Note
affected thereby:


 


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


 


49

















 


(iv)          reduce the percentage of
the Outstanding Amount of the Notes required to direct the Indenture Trustee to
direct the Issuer to sell or liquidate the Trust Estate pursuant to Section
5.04;


 


(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 the Holder of any Note of the security
provided by the lien of this Indenture.


 


The Indenture Trustee may in its discretion determine
whether or not any Notes would be affected by any supplemental indenture and
any such determination shall be conclusive upon the Holders of all Notes, whether
theretofore or thereafter authenticated and delivered hereunder.  The Indenture Trustee shall not be liable
for any such determination made in good faith.


 


It shall not be necessary for any Act of 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.


 


Promptly after the execution by the Issuer 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 or a copy of such
supplemental indenture.  Any failure of
the Indenture Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.


 


SECTION 9.03.   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 6.01 and 6.02, 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.


 


50

















 


SECTION 9.04.  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 Issuer 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 9.05.  Conformity with Trust Indenture
Act.  Every amendment of this
Indenture and every supplemental indenture executed pursuant to this Article IX
shall conform to the requirements of the Trust Indenture Act as then in effect
so long as this Indenture shall then be qualified under the Trust Indenture
Act.


 


SECTION 9.06.  Reference in Notes to Supplemental
Indentures.  Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this
Article IX may, and if required by the Indenture Trustee shall, bear a notation
in form approved by the Indenture Trustee as to any matter provided for in such
supplemental indenture.  If the Issuer
or the Indenture Trustee shall so determine, new Notes so modified as to
conform, in the opinion of the Indenture Trustee and the Issuer, to any such
supplemental indenture may be prepared and executed by the Issuer and
authenticated and delivered by the Indenture Trustee in exchange for
Outstanding Notes.


 


ARTICLE X



REDEMPTION OF NOTES


 


SECTION 10.01.  Redemption.  (a) 
The Notes are subject to redemption in whole, but not in part, at the
written direction of the Servicer pursuant to Section 9.01(a) of the Sale and
Servicing Agreement, on any Payment Date, following the last day of a
Collection Period as of which the Pool Balance is 10% or less of the Initial
Pool Balance, for a purchase price equal to the Redemption Price; provided,
however, that the Issuer has available funds sufficient to pay the Redemption
Price.  The Servicer or the Issuer shall
furnish the Rating Agencies notice of such redemption.  If the Notes are to be redeemed pursuant to
this Section 10.01(a), the Servicer or the Issuer shall furnish notice of such
election to the Indenture Trustee not later than 25 days prior to the
Redemption Date and the Issuer shall deposit with the Indenture Trustee in the
Note Distribution Account the Redemption Price of the Notes to be redeemed
whereupon all such Notes shall be due and payable on the Redemption Date upon
the furnishing of a notice complying with Section 10.02 to each Holder of the
Notes.


 


(b)           In
the event that the assets of the Trust are sold pursuant to Section 9.02 of the
Trust Agreement, all amounts on deposit in the Note Distribution Account shall
be paid to the Noteholders up to the Outstanding Amount of the Notes and all
accrued and unpaid interest thereon.  If
amounts are to be paid to Noteholders pursuant to this Section 10.01(b), the
Servicer or the Issuer shall, to the extent practicable, furnish notice of such
event to the Indenture Trustee 


 


51

















 


not later than 25 days
prior to the Redemption Date whereupon all such amounts shall be payable on the
Redemption Date.


 


SECTION 10.02.  Form of Redemption Notice.  (a) 
Notice of redemption under Section 10.01(a) shall be given by the
Indenture Trustee by first-class mail, postage prepaid, mailed not less than
five 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 Issuer to be maintained as provided in Section
3.02); and


 


(iv)          the CUSIP number.


 


Notice of redemption of the Notes shall be given by
the Indenture Trustee in the name and at the expense of the Issuer.  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.


 


(b)           Prior
notice of redemption under Section 10.01(b) is not required to be given to
Noteholders.


 


SECTION 10.03.  Notes Payable on Redemption
Date.  The Notes or portions thereof
to be redeemed shall, following notice of redemption as required by Section
10.02 (in the case of redemption pursuant to Section 10.01(a)), on the
Redemption Date become due and payable at the Redemption Price and (unless the
Issuer 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 11.01.  Compliance Certificates
and Opinions, etc.  (a)  Upon any application or request by the
Issuer to the Indenture Trustee to take any action under any provision of this
Indenture, the Issuer 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 


 


52

















 


application or request as
to which the furnishing of such documents is specifically required by any
provision of 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:


 


(i)            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;


 


(ii)           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;


 


(iii)          a statement that, in the
opinion of each such signatory, such signatory has 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


 


(iv)          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 Issuer shall, in addition to any obligation imposed in Section
11.01(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 of such deposit) to the
Issuer of the Collateral or other property or securities to be so deposited.


 


(ii)           Whenever the Issuer 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 (i) above, the Issuer shall also deliver to the Indenture
Trustee an Independent Certificate as to the same matters, if the fair value to
the Issuer of the securities to be so deposited and of all other such
securities made the basis of any such withdrawal or release since the
commencement of the then-current fiscal year of the Issuer, as set forth in the
certificates delivered pursuant to clause (i) above 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 securities so deposited, if the fair value
thereof to the Issuer as set forth in the related Officer’s Certificate is less
than $25,000 or less than one percent of the Outstanding Amount of the Notes.


 


(iii)          Other than with respect
to the release of any Purchased Receivables or Liquidated Receivables, whenever
any property or securities are to be released from the lien of this Indenture,
the Issuer 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 of such release) of the property or securities
proposed to be released and stating that in the opinion of such person the 


 


53

















 


proposed release will not impair the security under
this Indenture in contravention of the provisions hereof.


 


(iv)          Whenever the Issuer 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) above, the Issuer shall also furnish to the Indenture
Trustee an Independent Certificate as to the same matters if the fair value of
the property or securities and of all other property other than Purchased
Receivables and Liquidated Receivables, or securities released from the lien of
this Indenture since the commencement of the then current calendar year, as set
forth in the certificates required by clause (iii) above 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 property or securities if the
fair value thereof as set forth in the related Officer’s Certificate is less
than $25,000 or less than one percent of the then Outstanding Amount of the
Notes.


 


(v)           Notwithstanding Section
2.09, Section 3.10(b) or any other provision of this Section, the Issuer may
(A) collect, liquidate, sell or otherwise dispose of Receivables 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.


 


SECTION 11.02.  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 Issuer 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
or opinion or representations with respect to the matters upon which his
certificate or opinion is based 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 Issuer or the Administrator, stating that the information with
respect to such factual matters is in the possession of the Servicer, the
Seller, the Issuer or the Administrator, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.


 


Where any Person is required 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.


 


54

















 


Whenever in this Indenture, in connection with any
application or certificate or report to the Indenture Trustee, it is provided
that the Issuer shall deliver any document as a condition of the granting of
such application, or as evidence of the Issuer’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 Issuer 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 11.03.  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 instruments of substantially
similar tenor signed by such Noteholders in person or by agents duly appointed
in writing; and except as herein otherwise expressly provided such action shall
become effective when such instrument or instruments are delivered to the
Indenture Trustee, and, where it is hereby expressly required, to the
Issuer.  Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the “Act” of the Noteholders signing such instrument or
instruments.  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 6.01) conclusive in
favor of the Indenture Trustee and the Issuer, 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 other
action by the Holder of any Notes shall bind the Holder of every Note issued
upon the registration thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Indenture
Trustee or the Issuer in reliance thereon, whether or not notation of such
action is made upon such Note.


 


SECTION 11.04.  Notices, etc., to Indenture
Trustee, Issuer and Rating Agencies. 
Any request, demand, authorization, direction, notice, consent, waiver
or Act of Noteholders or other documents provided or permitted by this
Indenture to be made upon, given or furnished to or filed with:


 


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


 


(b)           the
Issuer 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 Issuer addressed to:  John Deere
Owner Trust 2003, in care of U.S. Bank Trust National 


 


55

















 


Association, 400 North
Michigan Avenue, 2nd Floor, Chicago, Illinois 60611, Attention:  JDOT 2003, or at any other address
previously furnished in writing to the Indenture Trustee by the Issuer.  The Issuer shall promptly transmit any
notice received by it from the Noteholders to the Indenture Trustee.


 


Notices required to be given to the Rating Agencies by
the Issuer, the Indenture Trustee or the Owner Trustee shall be in writing,
personally delivered or mailed by certified mail, return receipt requested to
(i) in the case of Moody’s, at the following address:  Moody’s Investors Service, Inc., ABS Monitoring Department, 99
Church Street, New York, New York 10007 and (ii) in the case of Standard &
Poor’s, at the following address: 
Standard & Poor’s Ratings Services, 55 Water Street, New York, New
York 10041, Attention of Asset Backed Surveillance Department or as to each of
the foregoing, at such other address as shall be designated by written notice
to the other parties.


 


SECTION 11.05.  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 as a result of a strike, work stoppage or similar activity, it shall be
impractical to mail notice of any event to Noteholders when such notice is
required to be given pursuant to any provision of 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 11.06.  Alternate Payment and Notice
Provisions.  Notwithstanding any
provision of this Indenture or any of the Notes to the contrary, to the extent
satisfactory to the Indenture Trustee, the Issuer 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 for such payments or notices.  The Issuer will furnish to the Indenture
Trustee a copy of each such agreement and 


 


56

















 


the Indenture Trustee
will cause payments to be made and notices to be given in accordance with such
agreements.


 


SECTION 11.07.  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 any of the provisions of the Trust
Indenture Act, such required provision shall control.


 


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


 


SECTION 11.08.  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 11.09.  Successors and Assigns.  All covenants and agreements in this
Indenture and the Notes by the Issuer 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.  Separability.  In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.


 


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, and the Noteholders, and 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 succeeding Business Day with the same force
and effect as if made on the date on which nominally due.


 


SECTION 11.13.  GOVERNING LAW.  THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


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


 


57

















 


SECTION 11.15.  Recording of Indenture.  If this Indenture is subject to recording in
any appropriate public recording offices, such recording is to be effected by
the Issuer 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.


 


SECTION 11.16.  Trust Obligation.  No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner 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 Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee
or of any successor or assign of the Indenture Trustee or the Owner Trustee in
its individual capacity, except as any such Person may have expressly agreed
(it being understood that the Indenture Trustee and the Owner Trustee have no
such obligations in their individual capacity) 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 any 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 Issuer hereunder, the
Owner Trustee shall be subject to, and entitled to the benefits of, the terms
and provisions 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, prior to the end of the period that is one year and one day after there
has been paid in full all debt issued by any securitization vehicle in respect
of which the Seller holds any interest, they will not institute against the
Seller or the Trust, or join in, or assist or encourage others to institute,
any institution against the Seller or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or State bankruptcy or similar law.


 


SECTION
11.18.  Subordination Agreement.  Each Noteholder, by accepting a Note, hereby
covenants and agrees that, to the extent it is deemed to have any interest in
any assets of the Seller, or a securitization vehicle related to the Seller,
dedicated to other debt obligations of the Seller or debt obligations of any
other securitization vehicle related to the Seller, its interest in those assets
is subordinate to claims or rights of such other debtholders to those other
assets.  Furthermore, each Noteholder,
by accepting a Note, hereby covenants and agrees that such agreement
constitutes a subordination agreement for purposes of Section 510(a) of the
Bankruptcy Code.


 


SECTION 11.19.  No Recourse.  Notwithstanding any provisions herein to the
contrary, all of the obligations of the Issuer under or in connection with the
Notes and this Indenture are nonrecourse obligations of the Issuer payable solely
from the Collateral and following realization of the Collateral and its
reduction to zero, any claims of the Noteholders 


 


58

















 


and the Indenture Trustee
against the Issuer shall be extinguished and shall not thereafter revive.  It is understood that the foregoing
provisions of this Section 11.19 shall not (i) prevent recourse to the
Collateral for the sums due or to become due under any security, instrument or
agreement which is part of the Collateral or (ii) constitute a waiver, release
or discharge of any indebtedness or obligation evidenced by the Notes or
secured by this Indenture (to the extent it relates to the obligation to make
payments on the Notes) until such Collateral has been realized and reduced to
zero, whereupon any outstanding indebtedness or obligation in respect of the
Notes shall be extinguished and shall not thereafter revive.  It is further understood that the foregoing
provisions of this Section 11.19 shall not limit the right of any Person to
name the Issuer as a party defendant in any Proceeding or in the exercise of
any other remedy under the Notes or this Indenture, so long as no judgment in
the nature of a deficiency judgment shall be asked for or (if obtained)
enforced against any such Person or entity.


 


SECTION 11.20.  Inspection.  The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer’s normal business hours, to examine all the books of account, records,
reports, and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by independent certified public accountants,
and to discuss the Issuer’s affairs, finances and accounts with the Issuer’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 except to the
extent disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.


 


SECTION 11.21.  Limitation of Liability.  It is expressly understood that (a) this
Indenture is executed and delivered by U.S. Bank Trust National Association,
not individually or personally but solely as Owner Trustee, in the exercise of
the powers and authority conferred and vested in it under the Trust Agreement,
dated as of July 15, 2003 (the “Trust Agreement”), between John Deere
Receivables, Inc. and U.S. Bank Trust National Association, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by U.S. Bank Trust National Association, but is made and intended
for the purpose for binding only the Issuer and (c) under no circumstances shall
U.S. Bank Trust National Association be personally liable for the breach or
failure of any obligation, representation, warranty or covenant made or
undertaken by the Issuer under this Indenture or the other related documents.


 


59

















 


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


 


	
   

  	
  JOHN DEERE OWNER TRUST 2003,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. BANK TRUST NATIONAL

  ASSOCIATION,

  not in its individual capacity but solely as

  Owner Trustee,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Melissa A. Rosal

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Melissa A. Rosal

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK, not in its

  
	
   

  	
   

  	
  individual capacity but solely as Indenture

  Trustee,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Jonathan Farber

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jonathan Farber

  
	
   

  	
   

  	
  Title:

  	
  Assistant Treasurer

  
								



 


60

















 


EXHIBIT
A


 


Schedule of Receivables


 


 


[To be delivered to the Trust at Closing]


 


61

















 


EXHIBIT
B


 


[Form of Sale and Servicing Agreement]


 


62

















 


EXHIBIT
C


 


[Form of Depository Agreement]


 


63

















 


EXHIBIT
D


 


	
  REGISTERED

  	
   

  	
  $197,000,000

  
	
   

  	
   

  	
   

  
	
  No. R

  	
   

  	
   

  



 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


 


CUSIP NO. 244243 AZ 4


 


[Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”),
to the issuer 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.


 


JOHN DEERE OWNER TRUST 2003


 


1.08125% ASSET BACKED NOTES,

CLASS A-1


 


John Deere Owner Trust 2003, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the “Issuer”), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of
[           ] DOLLARS
payable on each Payment Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $[INSERT INITIAL PRINCIPAL
AMOUNT OF NOTE] and the denominator of which is $197,000,000 by (ii) the
aggregate amount, if any, payable from the Note Distribution Account in respect
of principal of the Class A-1 Notes pursuant to Section 8.02(c) of the
Indenture; provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the earlier of August 13, 2004
and the Redemption Date, if any, pursuant to Section 10.01(a) of the
Indenture.  The Issuer will pay interest
on this Note at the Class A-1 Note Interest 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 such preceding Payment Date (or on
the initial principal amount of this Note from and including July 24, 2003 in
the case of the first Payment Date). 
Interest on this Note will accrue for each Payment Date from and
including the most recent Payment Date (or, if no interest has yet been paid on
this Note, from and including July 24, 2003) to but excluding such Payment
Date.  For the avoidance of doubt, if
any Class A-1 Notes are outstanding after the Payment Date in July 2004,
interest on the Class A-1 Notes will accrue from and including the Payment Date
in July 2004 to but excluding the 


 


D-1

















 


Special Payment
Date.  Interest will be computed on the
basis of the actual number of days in the period for which such interest is
payable divided by 360.  Such principal
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.


 


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 Issuer 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 whose name appears below 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.


 


D-2

















 


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


 


	
  Date:

  	
  JOHN DEERE OWNER TRUST 2003,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. BANK TRUST NATIONAL

  ASSOCIATION,

  not in its individual capacity

  but solely as Owner Trustee

  under the Trust Agreement,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  THE BANK OF NEW YORK,

  not in its individual capacity

  but solely as Indenture Trustee,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


D-3

















 


[REVERSE OF NOTE]


 


This Note is one of the Class A-1 Notes of a duly
authorized issue of Notes of the Issuer, designated as its Asset Backed Notes,
all issued under an Indenture dated as of July 15, 2003 (such indenture, as
supplemented or amended, is herein called the “Indenture”), between the Issuer
and The Bank of New York, as indenture 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 Issuer,
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 defined
in the Indenture, as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented or amended.


 


The Notes are and will be equally and ratably secured
by the collateral pledged as security therefor as provided in the Indenture,
subject to the subordination of the Class B Notes as provided in the Indenture.


 


Principal of the Notes will be payable on each Payment
Date in an amount described on the face hereof.


 


As described above, the entire unpaid principal amount
of, together with accrued and unpaid interest on, this Note shall be due and
payable on the earlier of August 13, 2004 and the Redemption Date, if any,
pursuant to Section 10.01(a) of the Indenture. 
Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or the Holders of the
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 5.02 of the Indenture. 
All principal payments on the Notes of a Class shall be made pro rata to
the Noteholders of such Class entitled thereto.


 


Payments of interest on this Note due and payable on
each Payment Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made by check mailed to the
Person whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each
Record Date, except that 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.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee.  Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment.  Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon.  If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee, in
the name of and on behalf of the Issuer, will notify the Person who was the
Registered Holder hereof as of the Record Date preceding such Payment Date by
notice mailed 


 


D-4

















 


within five days of such
Payment Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Indenture Trustee’s principal
Corporate Trust Office or at the office of the Indenture Trustee’s agent
appointed for such purposes located in The City of New York.


 


The Issuer shall pay interest on overdue installments
of interest at a rate per annum equal to the sum of (i) the Class A-1 Note
Interest Rate and (ii) 1.0%, to the extent lawful.


 


As provided in the Indenture, the Notes may be
redeemed in whole, but not in part, at the option of the Servicer, on any
Payment Date, following the last day of a Collection Period as of which the
Pool Balance is 10% or less of the Initial Pool Balance.


 


As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Indenture Trustee duly executed by, the Holder hereof or his attorney
duly authorized in writing, with such signature guaranteed and such other
documents as the Indenture Trustee may require, and thereupon one or more new
Notes of authorized denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees.  No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.


 


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 no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee 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 Owner Trustee
in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee in its individual capacity, 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 entity.


 


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 prior to the end of the period that is one year and one day after
there has been paid in full all debt issued by any securitization vehicle in
respect of which the Seller holds any interest, they will not institute against
the Seller or the Trust, or join in, or assist or encourage others to
institute, any institution against the Seller or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or State bankruptcy or similar law.


 


D-5

















 


Prior to the due presentment for registration of
transfer of this Note, the Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee shall treat the Person in whose name this Note
(as of the day of determination or as of such other date as may be specified in
the Indenture) is registered as the owner hereof for all purposes, whether or
not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any
such agent shall be affected by notice to the contrary.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Holders of Notes
representing a majority of the Outstanding Amount of all Notes at the time
Outstanding.  The Indenture also
contains provisions permitting the Holders of Notes representing specified
percentages of the Outstanding Amount of the Notes, on behalf of the Holders of
all the Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or
waiver by the Holder of this Note (or any one or more Predecessor Notes) shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.  The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.


 


The Issuer has entered into the Indenture and this
Note is issued with the intention that, for federal, State and local income,
and franchise tax purposes, the Notes will qualify as indebtedness secured by
the Collateral.  Each Noteholder, by its
acceptance of a Note (and each Note Owner by its acceptance of a beneficial
interest in a Note), will be deemed to agree to treat the Notes for federal,
State and local income and franchise tax purposes as indebtedness.


 


The term “Issuer” as used in this Note includes any
successor to the Issuer under the Indenture.


 


The Issuer is permitted by the Indenture, under
certain circumstances, to merge or consolidate, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.


 


The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.


 


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
Issuer, 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.


 


D-6

















 


Anything herein to the contrary notwithstanding,
except as expressly provided in the Basic Documents, neither U.S. Bank Trust
National Association in its individual capacity, The Bank of New York, in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees or 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 Owner Trustee for the sole purposes of binding the interests of the
Owner Trustee in the assets of the Issuer. 
The Holder of this Note by the acceptance hereof agrees that except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Holder 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 Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.


 


D-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:

  	
   

  	
   

  	
   

  	
  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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  



 


 


D-8

















 


EXHIBIT
E


 


	
  REGISTERED

  	
   

  	
  $187,000,000

  
	
   

  	
   

  	
   

  
	
  No. R

  	
   

  	
   

  



 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP NO. 244243 BA 8


 


[Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”),
to the issuer 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.


 


JOHN DEERE OWNER TRUST 2003


 


1.31% ASSET BACKED NOTES,

CLASS A-2


 


John Deere Owner Trust 2003, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the “Issuer”), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of
[          ] DOLLARS payable
on each Payment Date in an amount equal to the result obtained by multiplying
(i) a fraction the numerator of which is $[INSERT INITIAL PRINCIPAL AMOUNT OF
NOTE] and the denominator of which is $187,000,000 by (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal of the Class A-2 Notes pursuant to Section 8.02(c) of the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be
due and payable on the earlier of January 17, 2006 and the Redemption Date, if
any, pursuant to Section 10.01(a) of the Indenture.  Except as provided in the Indenture, no payments of principal of
the Class A-2 Notes shall be made until the principal of the Class A-1 Notes has
been paid in its entirety.  The Issuer will
pay interest on this Note at the Class A-2 Note Interest 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 such preceding Payment
Date (or on the initial principal amount of this Note from and including July
24, 2003 in the case of the first Payment Date).  Interest on this Note will accrue for each Payment Date from and including
the 15th day of the month preceding such Payment Date (or, from and including
July 24, 2003 in the case of 


 


E-1

















 


the first Payment Date) to and including the 14th day of the month of
such Payment Date.  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 on the reverse hereof.


 


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 Issuer 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 whose name appears below 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.


 


E-2

















 


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


 


	
  Date

  	
  JOHN DEERE OWNER TRUST 2003,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. BANK TRUST NATIONAL

  ASSOCIATION,

  
	
   

  	
   

  	
  not in its individual capacity

  but solely as Owner Trustee

  under the Trust Agreement,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


 


	
   

  	
  THE BANK OF NEW YORK,

  not in its individual capacity

  but solely as Indenture Trustee,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  



 


E-3

















 


[REVERSE OF NOTE]


 


This Note is one of the Class A-2 Notes of a duly
authorized issue of Notes of the Issuer, designated as its Asset Backed Notes,
all issued under an Indenture dated as of July 15, 2003 (such indenture, as
supplemented or amended, is herein called the “Indenture”), between the Issuer
and The Bank of New York, as indenture 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 Issuer,
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 defined
in the Indenture, as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented or amended.


 


The Notes are and will be equally and ratably secured
by the collateral pledged as security therefor as provided in the Indenture,
subject to the subordination of the Class B Notes as provided in the Indenture.


 


Principal of the Notes will be payable on each Payment
Date in an amount described on the face hereof.


 


As described above, the entire unpaid principal amount
of, together with accrued and unpaid interest on, this Note shall be due and
payable on the earlier of January 17, 2006 and the Redemption Date, if any,
pursuant to Section 10.01(a) of the Indenture. 
Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or the Holders of the
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 5.02 of the Indenture. 
All principal payments on the Notes of a Class shall be made pro rata to
the Noteholders of such Class entitled thereto.


 


Payments of interest on this Note due and payable on
each Payment Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made by check mailed to the
Person whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each
Record Date, except that 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.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee.  Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment.  Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon.  If funds are expected to be
available, as provided in the Indenture, for payment in full of the then remaining
unpaid principal amount of this Note on a Payment Date, then the Indenture
Trustee, in the name of and on behalf of the Issuer, will notify the Person who
was the Registered Holder hereof as of the Record Date preceding such Payment
Date by notice mailed 


 


E-4

















 


within five days of such
Payment Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Indenture Trustee’s principal
Corporate Trust Office or at the office of the Indenture Trustee’s agent
appointed for such purposes located in The City of New York.


 


The Issuer shall pay interest on overdue installments
of interest at a rate per annum equal to the sum of (i) the Class A-2 Note
Interest Rate and (ii) 1.0%, to the extent lawful.


 


As provided in the Indenture, the Notes may be
redeemed in whole, but not in part, at the option of the Servicer, on any
Payment Date, following the last day of a Collection Period as of which the
Pool Balance is 10% or less of the Initial Pool Balance.


 


As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
his attorney duly authorized in writing, with such signature guaranteed and
such other documents as the Indenture Trustee may require, and thereupon one or
more new Notes of authorized denominations and in the same aggregate principal
amount will be issued to the designated transferee or transferees.  No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.


 


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 no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee 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 Owner Trustee in
its individual capacity, (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner, beneficiary, agent, officer, director or employee
of the Indenture Trustee or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee in its individual capacity, 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 entity.


 


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 prior to the end of the period that is one year and one day after
there has been paid in full all debt issued by any securitization vehicle in
respect of which the Seller holds any interest, they will not institute against
the Seller or the Trust, or join in, or assist or encourage others to
institute, any institution against the Seller or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or State bankruptcy or similar law.


 


E-5

















 


Prior to the due presentment for registration of
transfer of this Note, the Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee shall treat the Person in whose name this Note
(as of the day of determination or as of such other date as may be specified in
the Indenture) is registered as the owner hereof for all purposes, whether or
not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any
such agent shall be affected by notice to the contrary.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Holders of Notes
representing a majority of the Outstanding Amount of all Notes at the time
Outstanding.  The Indenture also
contains provisions permitting the Holders of Notes representing specified
percentages of the Outstanding Amount of the Notes, on behalf of the Holders of
all the Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or
waiver by the Holder of this Note (or any one or more Predecessor Notes) shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.  The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.


 


The Issuer has entered into the Indenture and this
Note is issued with the intention that, for federal, State and local income,
and franchise tax purposes, the Notes will qualify as indebtedness secured by
the Collateral.  Each Noteholder, by its
acceptance of a Note (and each Note Owner by its acceptance of a beneficial
interest in a Note), will be deemed to agree to treat the Notes for federal,
State and local income and franchise tax purposes as indebtedness.


 


The term “Issuer” as used in this Note includes any
successor to the Issuer under the Indenture.


 


The Issuer is permitted by the Indenture, under
certain circumstances, to merge or consolidate, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.


 


The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.


 


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
Issuer, 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.


 


E-6

















 


Anything herein to the contrary notwithstanding,
except as expressly provided in the Basic Documents, neither U.S. Bank Trust
National Association in its individual capacity, The Bank of New York, in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees or 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 Owner Trustee for the sole purposes of binding the interests of the
Owner Trustee in the assets of the Issuer. 
The Holder of this Note by the acceptance hereof agrees that except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Holder 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 Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 


E-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:

  	
   

  	
   

  	
   

  	
  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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  



 


E-8

















 


EXHIBIT
F


 


	
  REGISTERED

  	
   

  	
  $202,000,000

  
	
   

  	
   

  	
   

  
	
  No. R

  	
   

  	
   

  



 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP NO. 244243 BB 6


 


[Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”),
to the issuer 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.


 


 


JOHN DEERE OWNER TRUST 2003


 


1.79% ASSET BACKED NOTES,

CLASS A-3


 


John Deere Owner Trust 2003, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the “Issuer”), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of
[          ] DOLLARS payable
on each Payment Date in an amount equal to the result obtained by multiplying
(i) a fraction the numerator of which is $[INSERT INITIAL PRINCIPAL AMOUNT OF
NOTE] and the denominator of which is $202,000,000 by (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal of the Class A-3 Notes pursuant to Section 8.02(c) of the Indenture; provided,
however, that the entire unpaid principal amount of this Note shall be
due and payable on the earlier of April 16, 2007 and the Redemption Date, if
any, pursuant to Section 10.01(a) of the Indenture.  Except as provided in the Indenture, no payments of principal of
the Class A-3 Notes shall be made until the principal of each of the Class A-1
Notes and the Class A-2 Notes has been paid in its entirety.  The Issuer will pay interest on this Note at
the Class A-3 Note Interest 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 such preceding Payment Date (or on the initial
principal amount of this Note from and including July 24, 2003 in the case of
the first Payment Date).  Interest on
this Note will accrue for each Payment Date from 


 


F-1

















 


and including the 15th day
of the month preceding such Payment Date (or from and including July 24, 2003
in the case of the first Payment Date) to and including the 14th day of the
month of such Payment Date.  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 on the reverse hereof.


 


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 Issuer 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 whose name appears below 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.


 


F-2

















 


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


 


	
  Date:

  	
  JOHN DEERE OWNER TRUST 2003,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. BANK TRUST NATIONAL

  ASSOCIATION,

  
	
   

  	
   

  	
  not in its individual capacity

  but solely as Owner Trustee

  under the Trust Agreement,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  THE BANK OF NEW YORK,

  not in its individual capacity

  but solely as Indenture Trustee,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


F-3

















 


[REVERSE OF NOTE]


 


This Note is one of the Class A-3 Notes of a duly
authorized issue of Notes of the Issuer, designated as its Asset Backed Notes,
all issued under an Indenture dated as of July 15, 2003 (such indenture, as
supplemented or amended, is herein called the “Indenture”), between the Issuer
and The Bank of New York, as indenture 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 Issuer,
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 defined
in the Indenture, as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented or amended.


 


The Notes are and will be equally and ratably secured
by the collateral pledged as security therefor as provided in the Indenture,
subject to the subordination of the Class B Notes as provided in the Indenture.


 


Principal of the Notes will be payable on each Payment
Date in an amount described on the face hereof.


 


As described above, the entire unpaid principal amount
of this Note shall be due and payable on the earlier of April 16, 2007 and the
Redemption Date, if any, pursuant to Section 10.01(a) of the Indenture.  Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable on the date on
which an Event of Default shall have occurred and be continuing and the
Indenture Trustee or the Holders of the 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 5.02 of the
Indenture.  All principal payments on
the Notes of a Class shall be made pro rata to the Noteholders of such Class
entitled thereto.


 


Payments of interest on this Note due and payable on
each Payment Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made by check mailed to the
Person whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each
Record Date, except that 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.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee.  Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment.  Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon.  If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed 


 


F-4

















 


within five days of such
Payment Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Indenture Trustee’s principal
Corporate Trust Office or at the office of the Indenture Trustee’s agent
appointed for such purposes located in The City of New York.


 


The Issuer shall pay interest on overdue installments
of interest at a rate per annum equal to the sum of (i) the Class A-3 Note
Interest Rate and (ii) 1.0%, to the extent lawful.


 


As provided in the Indenture, the Notes may be
redeemed in whole, but not in part, at the option of the Servicer, on any
Payment Date, following the last day of a Collection Period as of which the
Pool Balance is 10% or less of the Initial Pool Balance.


 


As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
his attorney duly authorized in writing, with such signature guaranteed and
such other documents as the Indenture Trustee may require, and thereupon one or
more new Notes of authorized denominations and in the same aggregate principal
amount will be issued to the designated transferee or transferees.  No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be required
to pay a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection with any such registration of transfer or exchange.


 


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 no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee 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 Owner Trustee
in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee
of the Indenture Trustee or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee in its individual capacity, 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 entity.


 


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 prior to the end of the period that is one year and one day
after there has been paid in full all debt issued by any securitization vehicle
in respect of which the Seller holds any interest, they will not institute
against the Seller or the Trust, or join in, or assist or encourage others to
institute, any institution against the Seller or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or State bankruptcy or similar law.


 


F-5

















 


Prior to the due presentment for registration of
transfer of this Note, the Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee shall treat the Person in whose name this Note
(as of the day of determination or as of such other date as may be specified in
the Indenture) is registered as the owner hereof for all purposes, whether or
not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any
such agent shall be affected by notice to the contrary.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Holders of Notes
representing a majority of the Outstanding Amount of all Notes at the time
Outstanding.  The Indenture also
contains provisions permitting the Holders of Notes representing specified
percentages of the Outstanding Amount of the Notes, on behalf of the Holders of
all the Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or
waiver by the Holder of this Note (or any one or more Predecessor Notes) shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.  The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.


 


The Issuer has entered into the Indenture and this
Note is issued with the intention that, for federal, State and local income,
and franchise tax purposes, the Notes will qualify as indebtedness secured by
the Collateral.  Each Noteholder, by its
acceptance of a Note (and each Note Owner by its acceptance of a beneficial
interest in a Note), will be deemed to agree to treat the Notes for federal,
State and local income and franchise tax purposes as indebtedness.


 


The term “Issuer” as used in this Note includes any
successor to the Issuer under the Indenture.


 


The Issuer is permitted by the Indenture, under
certain circumstances, to merge or consolidate, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.


 


The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.


 


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
Issuer, 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.


 


F-6

















 


Anything herein to the contrary notwithstanding,
except as expressly provided in the Basic Documents, neither U.S. Bank Trust
National Association in its individual capacity, The Bank of New York, in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees or 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 Owner Trustee for the sole purposes of binding the interests of the
Owner Trustee in the assets of the Issuer. 
The Holder of this Note by the acceptance hereof agrees that except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Holder 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 Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 


F-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:

  	
   

  	
   

  	
   

  	
  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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  



 


F-8

















 


EXHIBIT
G


 


	
  REGISTERED

  	
   

  	
  $149,000,000

  
	
   

  	
   

  	
   

  
	
  No. R

  	
   

  	
   

  



 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP NO. 244243 BC 4


 


[Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”),
to the issuer 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.


 


 


JOHN DEERE OWNER TRUST 2003


 


2.44% ASSET BACKED NOTES,

CLASS A-4


 


John Deere Owner Trust 2003, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the “Issuer”), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum of [         ]
DOLLARS payable on each Payment Date in an amount equal to the result obtained
by multiplying (i) a fraction the numerator of which is $[INSERT INITIAL
PRINCIPAL AMOUNT OF NOTE] and the denominator of which is $149,000,000 by
(ii) the aggregate amount, if any, payable from the Note Distribution
Account in respect of principal of the Class A-4 Notes pursuant to Section
8.02(c) of the Indenture; provided, however, that the entire
unpaid principal amount of this Note shall be due and payable on the earlier of
June 15, 2010 and the Redemption Date, if any, pursuant to Section 10.01(a) of
the Indenture.  Except as provided in
the Indenture, no payments of principal of the Class A-4 Notes shall be made
until the principal of each of the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes has been paid in its entirety. 
The Issuer will pay interest on this Note at the Class A-4 Note Interest
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
such preceding Payment Date (or on the initial principal amount of this Note
from and including July 24, 2003 in the case of the first Payment Date).  Interest on this Note will accrue 


 


G-1

















 


for each Payment Date
from and including the 15th day of the month preceding such Payment Date (or
from and including July 24, 2003 in the case of the first Payment Date) to and
including the 14th day of the month of such Payment Date.  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 on the reverse hereof.


 


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 Issuer 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 whose name appears below 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.


 


G-2

















 


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


 


	
  Date:

  	
  JOHN DEERE OWNER TRUST 2003,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. BANK TRUST NATIONAL

  ASSOCIATION,

  
	
   

  	
   

  	
  not in its individual capacity

  but solely as Owner Trustee

  under the Trust Agreement,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  THE BANK OF NEW YORK,

  not in its individual capacity

  but solely as Indenture Trustee,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


G-3

















 


[REVERSE OF NOTE]


 


This Note is one of the Class A-4 Notes of a duly
authorized issue of Notes of the Issuer, designated as its Asset Backed Notes,
all issued under an Indenture dated as of July 15, 2003 (such indenture, as
supplemented or amended, is herein called the “Indenture”), between the Issuer
and The Bank of New York, as indenture 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 Issuer,
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 defined
in the Indenture, as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented or amended.


 


The Notes are and will be equally and ratably secured
by the collateral pledged as security therefor as provided in the Indenture,
subject to the subordination of the Class B Notes as provided in the Indenture.


 


Principal of the Notes will be payable on each Payment
Date in an amount described on the face hereof.


 


As described above, the entire unpaid principal amount
of, together with accrued and unpaid interest on, this Note shall be due and
payable on the earlier of June 15, 2010, and the Redemption Date, if any,
pursuant to Section 10.01(a) of the Indenture. 
Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Indenture Trustee or the Holders of the
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 5.02 of the Indenture. 
All principal payments on the Notes of a Class shall be made pro rata to
the Noteholders of such Class entitled thereto.


 


Payments of interest on this Note due and payable on
each Payment Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made by check mailed to the
Person whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each
Record Date, except that 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.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee.  Such checks shall be mailed to the Person entitled
thereto at the address of such Person as it appears on the Note Register as of
the applicable Record Date without requiring that this Note be submitted for
notation of payment.  Any reduction in
the principal amount of this Note (or any one or more Predecessor Notes)
effected by any payments made on any Payment Date shall be binding upon all
future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon.  If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed 


 


G-4

















 


within five days of such
Payment Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Indenture Trustee’s principal
Corporate Trust Office or at the office of the Indenture Trustee’s agent
appointed for such purposes located in The City of New York.


 


The Issuer shall pay interest on overdue installments
of interest at a rate per annum equal to the sum of (i) the Class A-4 Note
Interest Rate and (ii) 1.0%, to the extent lawful.


 


As provided in the Indenture, the Notes may be
redeemed in whole, but not in part, at the option of the Servicer, on any
Payment Date, following the last day of a Collection Period as of which the
Pool Balance is 10% or less of the Initial Pool Balance.


 


As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
his attorney duly authorized in writing, with such signature guaranteed and
such other documents as the Indenture Trustee may require, and thereupon one or
more new Notes of authorized denominations and in the same aggregate principal
amount will be issued to the designated transferee or transferees.  No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.


 


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 no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee 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 Owner Trustee
in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee in its individual capacity, 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 entity.


 


Each Noteholder or Note Owner, prior to the end of the
period that is one year and one day after there has been paid in full all debt
issued by any securitization vehicle in respect of which the Seller holds any
interest, they will not institute against the Seller or the Trust, or join in,
or assist or encourage others to institute, any institution against the Seller
or the Trust of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal
or State bankruptcy or similar law.


 


G-5

















 


Prior to the due presentment for registration of
transfer of this Note, the Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee shall treat the Person in whose name this Note
(as of the day of determination or as of such other date as may be specified in
the Indenture) is registered as the owner hereof for all purposes, whether or
not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any
such agent shall be affected by notice to the contrary.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Holders of Notes
representing a majority of the Outstanding Amount of all Notes at the time
Outstanding.  The Indenture also
contains provisions permitting the Holders of Notes representing specified
percentages of the Outstanding Amount of the Notes, on behalf of the Holders of
all the Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or
waiver by the Holder of this Note (or any one or more Predecessor Notes) shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.  The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.


 


The Issuer has entered into the Indenture and this
Note is issued with the intention that, for federal, State and local income,
and franchise tax purposes, the Notes will qualify as indebtedness secured by
the Collateral.  Each Noteholder, by its
acceptance of a Note (and each Note Owner by its acceptance of a beneficial
interest in a Note), will be deemed to agree to treat the Notes for federal,
State and local income and franchise tax purposes as indebtedness.


 


The term “Issuer” as used in this Note includes any
successor to the Issuer under the Indenture.


 


The Issuer is permitted by the Indenture, under
certain circumstances, to merge or consolidate, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.


 


The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.


 


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
Issuer, 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.


 


G-6

















 


Anything herein to the contrary notwithstanding,
except as expressly provided in the Basic Documents, neither U.S. Bank Trust
National Association in its individual capacity, The Bank of New York, in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees or 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 Owner Trustee for the sole purposes of binding the interests of the
Owner Trustee in the assets of the Issuer. 
The Holder of this Note by the acceptance hereof agrees that except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Holder 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 Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


 


G-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:

  	
   

  	
   

  	
   

  	
  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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  



 


G-8

















 


EXHIBIT
H


 


	
  REGISTERED

  	
   

  	
  $15,150,000

  
	
   

  	
   

  	
   

  
	
  No. R

  	
   

  	
   

  



 


SEE REVERSE FOR CERTAIN DEFINITIONS


 


CUSIP NO. 244243
BD 2


 


THIS NOTE IS SUBORDINATED
TO THE CLASS A NOTES AS PROVIDED IN THE INDENTURE REFERRED TO BELOW.


 


[Unless this Note is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”),
to the issuer 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.


 


JOHN DEERE OWNER TRUST 2003


 


2.01% ASSET BACKED NOTES,

CLASS B


 


John Deere Owner Trust 2003, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the “Issuer”), for value received, hereby promises to pay to
[          ], or registered
assigns, the principal sum of
[        ] DOLLARS payable on each
Payment Date in an amount equal to the result obtained by multiplying (i) a fraction
the numerator of which is $[INSERT INITIAL PRINCIPAL AMOUNT OF NOTE] and the
denominator of which is $15,150,000 by (ii) the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal of the Class
B Notes pursuant to Section 8.02(c) of the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on the earlier of June 15, 2010 and the Redemption Date, if any, pursuant to
Section 10.01(a) of the Indenture.  No
payments of principal of the Class B Notes shall be made until the principal of
the Class A-1 Notes has been paid in its entirety, and thereafter payments of
principal of the Class B Notes shall be subordinated to the payments of
principal of the Class A Notes as set forth in the Indenture.  The Issuer will pay interest on this Note at
the Class B Note Interest 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 such preceding 


 


H-1

















 


Payment Date (or on the
initial principal amount of this Note from and including July 24, 2003 in the case
of the first Payment Date).  Interest on
this Note will accrue for each Payment Date from and including the 15th day of
the month preceding such Payment Date (from and including July 24, 2003 in the
case of the first Payment Date) to and including the 14th day of the month of
such Payment Date.  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 on the reverse hereof.


 


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 Issuer 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 whose name appears below 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.


 


H-2

















 


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


 


	
  Date:

  	
  JOHN DEERE OWNER TRUST 2003,

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. BANK TRUST NATIONAL

  ASSOCIATION,

  
	
   

  	
   

  	
  not in its individual capacity

  but solely as Owner Trustee

  under the Trust Agreement,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  THE BANK OF NEW YORK,

  not in its individual capacity

  but solely as Indenture Trustee,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


H-3

















 


[REVERSE OF NOTE]


 


This Note is one of the Class B Notes of a duly
authorized issue of Notes of the Issuer, designated as its Asset Backed Notes,
all issued under an Indenture dated as of July 15, 2003 (such indenture, as
supplemented or amended, is herein called the “Indenture”), between the Issuer
and The Bank of New York, as indenture 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 Issuer,
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 defined
in the Indenture, as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented or amended.


 


The Notes are and will be equally and ratably secured
by the collateral pledged as security therefor as provided in the Indenture,
subject to the subordination of the Class B Notes as provided in the Indenture.


 


Principal of the Notes will be payable on each Payment
Date in an amount described on the face hereof.


 


As described above, the entire unpaid principal amount
of this Note shall be due and payable on the earlier of June 15, 2010, and the
Redemption Date, if any, pursuant to Section 10.01(a) of the Indenture.  Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable on the date on
which an Event of Default shall have occurred and be continuing and the
Indenture Trustee or the Holders of the 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 5.02 of the
Indenture.  All principal payments on
the Notes of a Class shall be made pro rata to the Noteholders of such Class
entitled thereto.


 


Payments of interest on this Note due and payable on
each Payment Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made by check mailed to the
Person whose name appears as the Registered Holder of this Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each
Record Date, except that 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.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee.  Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment.  Any
reduction in the principal amount of this Note (or any one or more Predecessor
Notes) effected by any payments made on any Payment Date shall be binding upon
all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon.  If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed 


 


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within five days of such
Payment Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Indenture Trustee’s principal
Corporate Trust Office or at the office of the Indenture Trustee’s agent
appointed for such purposes located in The City of New York.


 


The Issuer shall pay interest on overdue installments
of interest at a rate per annum equal to the sum of (i) the Class B Note
Interest Rate and (ii) 1.0%, to the extent lawful.


 


As provided in the Indenture, the Notes may be
redeemed in whole, but not in part, at the option of the Servicer, on any
Payment Date, following the last day of a Collection Period as of which the
Pool Balance is 10% or less of the Initial Pool Balance.


 


As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
his attorney duly authorized in writing, with such signature guaranteed and
such other documents as the Indenture Trustee may require, and thereupon one or
more new Notes of authorized denominations and in the same aggregate principal
amount will be issued to the designated transferee or transferees.  No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.


 


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 no recourse may be taken, directly or indirectly, with respect to
the obligations of the Issuer, the Owner Trustee 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 Owner Trustee
in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee in its individual capacity, 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 entity.


 


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 prior to the end of the period that is one year and one day after
there has been paid in full all debt issued by any securitization vehicle in
respect of which the Seller holds any interest, they will not institute against
the Seller or the Trust, or join in, or assist or encourage others to
institute, any institution against the Seller or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or State bankruptcy or similar law.


 


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Prior to the due presentment for registration of
transfer of this Note, the Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee shall treat the Person in whose name this Note
(as of the day of determination or as of such other date as may be specified in
the Indenture) is registered as the owner hereof for all purposes, whether or
not this Note be overdue, and neither the Issuer, the Indenture Trustee nor any
such agent shall be affected by notice to the contrary.


 


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holders of the Notes under the
Indenture at any time by the Issuer with the consent of the Holders of Notes
representing a majority of the Outstanding Amount of all Notes at the time
Outstanding.  The Indenture also
contains provisions permitting the Holders of Notes representing specified
percentages of the Outstanding Amount of the Notes, on behalf of the Holders of
all the Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences.  Any such consent or
waiver by the Holder of this Note (or any one or more Predecessor Notes) shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.  The
Indenture also permits the Indenture Trustee to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.


 


The Issuer has entered into the Indenture and this
Note is issued with the intention that, for federal, State and local income,
and franchise tax purposes, the Notes will qualify as indebtedness secured by
the Collateral.  Each Noteholder, by its
acceptance of a Note (and each Note Owner by its acceptance of a beneficial
interest in a Note), will be deemed to agree to treat the Notes for federal,
State and local income and franchise tax purposes as indebtedness.


 


The term “Issuer” as used in this Note includes any
successor to the Issuer under the Indenture.


 


The Issuer is permitted by the Indenture, under
certain circumstances, to merge or consolidate, subject to the rights of the
Indenture Trustee and the Holders of Notes under the Indenture.


 


The Notes are issuable only in registered form in
denominations as provided in the Indenture, subject to certain limitations
therein set forth.


 


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
Issuer, 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.


 


H-6

















 


Anything herein to the contrary notwithstanding,
except as expressly provided in the Basic Documents, neither U.S. Bank Trust
National Association in its individual capacity, The Bank of New York, in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees or 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 Owner Trustee for the sole purposes of binding the interests of the
Owner Trustee in the assets of the Issuer. 
The Holder of this Note by the acceptance hereof agrees that except as
expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Holder 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 Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.


 


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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:

  	
   

  	
   

  	
   

  	
  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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  



 


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