Exhibit 4(b)


 




 


 





CNH EQUIPMENT TRUST 20XX-Y


 


TRUST AGREEMENT


 


between


 


CNH CAPITAL RECEIVABLES LLC


 


and


 


[WILMINGTON TRUST COMPANY],


 


as Trustee


 


Dated as of [Month Day], 20XX


 




 





 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
  Definitions

  	
  1

  
	
  SECTION 1.2

  	
  Other Definitional Provisions

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II
  Organization

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1

  	
  Name

  	
  2

  
	
  SECTION 2.2

  	
  Office

  	
  2

  
	
  SECTION 2.3

  	
  Purposes and Powers

  	
  2

  
	
  SECTION 2.4

  	
  Appointment of Trustee

  	
  2

  
	
  SECTION 2.5

  	
  Initial Capital Contribution of Trust Estate

  	
  2

  
	
  SECTION 2.6

  	
  Declaration of Trust

  	
  3

  
	
  SECTION 2.7

  	
  Liability of the Certificateholders

  	
  3

  
	
  SECTION 2.8

  	
  Title to Trust Property

  	
  3

  
	
  SECTION 2.9

  	
  Situs of Trust

  	
  3

  
	
  SECTION 2.10

  	
  Representations and Warranties of the Depositor

  	
  4

  
	
  SECTION 2.11

  	
  Federal Income Tax Allocations; Tax Treatment

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE III
  Trust Certificates and Transfer of Interests

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
  Initial Ownership

  	
  5

  
	
  SECTION 3.2

  	
  The Trust Certificates

  	
  5

  
	
  SECTION 3.3

  	
  Authentication of Trust Certificates

  	
  5

  
	
  SECTION 3.4

  	
  Registration of Transfer and Exchange of Trust Certificates

  	
  5

  
	
  SECTION 3.5

  	
  Mutilated, Destroyed, Lost or Stolen Trust Certificates

  	
  7

  
	
  SECTION 3.6

  	
  Persons Deemed Certificateholders

  	
  8

  
	
  SECTION 3.7

  	
  Access to List of Certificateholders’ Names and Addresses

  	
  8

  
	
  SECTION 3.8

  	
  Maintenance of Office or Agency

  	
  8

  
	
  SECTION 3.9

  	
  Appointment of Paying Agent

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV
  Actions by Trustee

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
  Prior Notice to Certificateholders With Respect to Certain
  Matters

  	
  9

  
	
  SECTION 4.2

  	
  Action By Certificateholders With Respect to Certain Matters

  	
  10

  
	
  SECTION 4.3

  	
  Action By Certificateholders With Respect to Bankruptcy

  	
  10

  
	
  SECTION 4.4

  	
  Restrictions on Certificateholders’ Power

  	
  10

  
	
  SECTION 4.5

  	
  Majority Control

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE V
  Application of Trust Funds; Certain Duties

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
  Establishment of Trust Account

  	
  10

  
	
  SECTION 5.2

  	
  Applications of Trust Funds

  	
  11

  
	
  SECTION 5.3

  	
  Method of Payment

  	
  12

  
	
  SECTION 5.4

  	
  No Segregation of Monies; No Interest

  	
  12

  



 

















 


	
  SECTION 5.5

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

  	
  12

  
	
  SECTION 5.6

  	
  Signature on Returns; Tax Matters Partner

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI
  Authority and Duties of Trustee

  	
  13

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1

  	
  General Authority

  	
  13

  
	
  SECTION 6.2

  	
  General Duties

  	
  13

  
	
  SECTION 6.3

  	
  Action upon Instruction

  	
  13

  
	
  SECTION 6.4

  	
  No Duties Except as Specified in This Agreement or in
  Instructions

  	
  14

  
	
  SECTION 6.5

  	
  No Action Except Under Specified Documents or Instructions

  	
  15

  
	
  SECTION 6.6

  	
  Restrictions

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII
  Concerning the Trustee

  	
  15

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1

  	
  Acceptance of Trusts and Duties

  	
  15

  
	
  SECTION 7.2

  	
  Furnishing of Documents

  	
  16

  
	
  SECTION 7.3

  	
  Representations and Warranties

  	
  16

  
	
  SECTION 7.4

  	
  Information to be Provided by the Trustee

  	
  17

  
	
  SECTION 7.5

  	
  Reliance; Advice of Counsel

  	
  17

  
	
  SECTION 7.6

  	
  Not Acting in Individual Capacity

  	
  18

  
	
  SECTION 7.7

  	
  Trustee Not Liable For Trust Certificates or Receivables

  	
  18

  
	
  SECTION 7.8

  	
  Trustee May Not Own Notes

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII
  Compensation of Trustee

  	
  19

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1

  	
  Trustee’s Fees and Expenses

  	
  19

  
	
  SECTION 8.2

  	
  Indemnification

  	
  19

  
	
  SECTION 8.3

  	
  Payments to the Trustee

  	
  19

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX
  Termination of Trust Agreement

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1

  	
  Termination of Trust Agreement

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE X
  Successor Trustees and Additional Trustees

  	
  21

  
	
   

  	
   

  	
   

  
	
  SECTION 10.1

  	
  Eligibility Requirements for Trustee

  	
  21

  
	
  SECTION 10.2

  	
  Resignation or Removal of Trustee

  	
  21

  
	
  SECTION 10.3

  	
  Successor Trustee

  	
  22

  
	
  SECTION 10.4

  	
  Merger or Consolidation of Trustee

  	
  23

  
	
  SECTION 10.5

  	
  Appointment of Co-Trustee or Separate Trustee

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI
  Miscellaneous

  	
  24

  
	
   

  	
   

  	
   

  
	
  SECTION 11.1

  	
  Supplements and Amendments

  	
  24

  
	
  SECTION 11.2

  	
  No Legal Title To Trust Estate in Certificateholders

  	
  25

  
	
  SECTION 11.3

  	
  Limitations on Rights of Others

  	
  26

  
	
  SECTION 11.4

  	
  Notices

  	
  26

  



 


ii

















 


	
  SECTION 11.5

  	
  Severability

  	
  26

  
	
  SECTION 11.6

  	
  Separate Counterparts

  	
  26

  
	
  SECTION 11.7

  	
  Successors and Assigns

  	
  26

  
	
  SECTION 11.8

  	
  Covenants of The Depositor

  	
  27

  
	
  SECTION 11.9

  	
  No Petition

  	
  27

  
	
  SECTION 11.10

  	
  No Recourse

  	
  27

  
	
  SECTION 11.11

  	
  Headings

  	
  27

  
	
  SECTION 11.12

  	
  Governing Law

  	
  27

  
	
  SECTION 11.13

  	
  Administrator

  	
  27

  
	
  SECTION 11.14

  	
  Information to be Provided by the Trustee

  	
  28

  
	
  SECTION 11.15

  	
  Complete Information

  	
  29

  
	
  SECTION 11.16

  	
  Indemnification

  	
  29

  
	
  SECTION 11.17

  	
  Paying Agent Protection

  	
  31

  
	
  SECTION 11.18

  	
  Communications with Rating Agencies

  	
  31

  



 


iii

















 


EXHIBITS


 


	
  EXHIBIT A

  	
  Form of
  Trust Certificate

  	
   

  
	
  EXHIBIT B

  	
  Form of
  Certificate of Trust

  	
   

  



 


iv

















 


TRUST AGREEMENT (as amended or supplemented
from time to time, this “Agreement”)
dated as of [Month Day], 20XX between CNH CAPITAL RECEIVABLES LLC, a Delaware
limited liability company, as Depositor, and [Wilmington Trust Company] (“[WTC]”), a [Delaware banking corporation], as Trustee.


 


ARTICLE I

Definitions


 


SECTION 1.1                 Definitions.  Capitalized
terms used herein and not otherwise defined herein are defined in Appendix A to
the Indenture dated as of the date hereof between CNH Equipment Trust 20XX-Y
and [The Bank of New York Mellon Trust Company, N.A.]


 


SECTION 1.2                 Other Definitional
Provisions.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


ARTICLE II

Organization


 


SECTION 2.1                 Name.  The
Trust created hereby shall be known as “CNH Equipment Trust 20XX-Y”, in which
name the Trustee may conduct the business of the Trust, make and execute
contracts and other instruments on behalf of the Trust and sue and be sued.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


The
Trust shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by this Agreement or the
Basic Documents.


 


SECTION 2.4                 Appointment
of Trustee.  The
Depositor hereby appoints [Wilmington Trust Company] as Trustee of the Trust
effective as of the date hereof, to have all the rights, powers and duties set
forth herein.


 


SECTION 2.5                 Initial
Capital Contribution of Trust Estate.  The Depositor
hereby contributes to the Trustee, as of the date hereof, the sum of $1.00. The
Trustee hereby acknowledges receipt in trust from the Depositor, as of the date
hereof, of the foregoing 


 


2

















 


contribution, which shall constitute the initial
Trust Estate and shall be deposited in the Certificate Distribution Account.
The Depositor shall pay organizational expenses of the Trust as they may arise
or shall, upon the request of the Trustee, promptly reimburse the Trustee for
any such expenses paid by the Trustee. 
The Depositor may also take steps necessary, including the execution and
filing of any necessary filings, to ensure that the Trust is in compliance with
any applicable State securities law.


 


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


 


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


 


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


 


SECTION 2.9                 Situs of
Trust.  The Trust will be
located and administered in the States of [Delaware and Pennsylvania] and/or in
any other states to which the Depositor consents in writing.  All bank accounts maintained by the Trustee
on behalf of the Trust shall be located in the State of [Delaware or New York]
and/or in any other states to which the Depositor consents in writing.  The Trust shall not have any employees.  Payments will be received by the Trust only
in [Delaware or New York] and/or in any other states to which the Depositor
consents in writing 


 


3

















 


and payments will be made by the Trust only from
[Delaware or New York] and/or in any other states to which the Depositor
consents in writing.


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 2.11               Federal
Income Tax Allocations; Tax Treatment.  If the Trust Certificates and interests in
the Spread Account are held by more than one Person, this Agreement shall be
amended to include such provisions as are required or appropriate under


 


4

















 


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


 


ARTICLE III

Trust Certificates and Transfer of Interests


 


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


 


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


 


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


 


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


 


5
















 


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


 


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


 


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


 


Every
Trust Certificate presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument
of transfer in form satisfactory to the Trustee and the Certificate Registrar
duly executed by, the Certificateholder thereof or his attorney duly authorized
in writing. No transfer of a Trust Certificate shall be registered unless the
transferee shall have provided (i) if the transferee is not the Seller or
an Affiliate of the Seller and the transferor is not the Seller or an Affiliate
of the Seller, an opinion of counsel that no registration is required under the
Securities Act of 1933, as amended, or applicable State laws, and (ii) if
the transferee is the Seller or an Affiliate of the Seller, an Officer’s
Certificate as to compliance with Section 6.6
of the Sale and Servicing Agreement. 
Each Trust Certificate surrendered for registration of transfer or
exchange shall be canceled and subsequently disposed of by the Trustee in
accordance with its customary practice.


 


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


 


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


 


Notwithstanding
any other provision of this Agreement, no transfer of a Trust Certificate or
beneficial interest therein shall be allowed, and any such purported transfer
shall be void ab initio, if such
transfer would cause the Trust to have more than 100 partners within the
meaning 


 


6

















 


of
Treasury Regulation section 1.7704-1(h)(1). 
For purposes of determining the number of partners in the Trust under
Treasury Regulation section 1.7704-1(h)(1), a person owning an interest in a
partnership, grantor trust, or S corporation (a “flow-through entity”) that owns, directly or through other
flow-through entities, an interest in the Trust, will be treated as a partner
in the Trust if more than 50 percent of the value of such person’s interest in
the flow-through entity is attributable to the flow-through entity’s interest
(direct or indirect) in the Trust.


 


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


 


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


 


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


 


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


 


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


 


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


 


7

















 


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


 


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


 


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


 


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


 


SECTION 3.9                 Appointment
of Paying Agent.  The Paying
Agent (or the Trustee if the Notes have been paid in full) shall make
distributions to Certificateholders from the Certificate Distribution Account
pursuant to Section 5.2 and
the Indenture Trustee as Paying Agent shall report the amounts of such
distributions to the Trustee. Any Paying Agent shall have the revocable power
to withdraw funds from the Certificate Distribution Account for the purpose of
making the distributions referred to above. The Trustee may revoke such power
and remove the Paying Agent if the Trustee determines in its sole discretion
that the Paying Agent shall have failed to perform its obligations under this
Agreement in any material respect.  The
Paying Agent 


 


8

















 


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


 


ARTICLE IV

Actions by Trustee


 


SECTION 4.1                 Prior
Notice to Certificateholders With Respect to Certain Matters.  With respect to the following matters, the
Trustee shall not take action unless, at least 30 days before the taking of
such action (or such shorter period as shall be agreed to in writing by all
Certificateholders), the Trustee shall have notified the Certificateholders in
writing of the proposed action and the Certificateholders shall not have
notified the Trustee in writing prior to the 30th day (or such agreed upon
shorter period) after such notice is given that such Certificateholders have
withheld consent or shall not have provided alternative direction:


 


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


 


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


 


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


 


(d)           the appointment pursuant to
the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee,
or pursuant to this Agreement of a successor Certificate Registrar (other than
the Trustee), or the consent to the assignment by the 


 


9

















 


Note Registrar, Paying Agent
or Indenture Trustee or Certificate Registrar (other than to the Trustee) of
its obligations under the Indenture or this Agreement, as applicable.


 


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


 


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


 


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


 


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


 


ARTICLE V

Application of Trust Funds; Certain Duties


 


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


 


The
Trust shall possess all right, title and interest in all funds on deposit from
time to time in the Certificate Distribution Account and in all proceeds
thereof. Except as otherwise expressly provided herein, the Certificate
Distribution Account shall be under the sole dominion and control of the
Trustee or the Paying Agent for the benefit of the Certificateholders.  If, at any time, the Certificate Distribution
Account ceases to be an Eligible Deposit Account, the Trustee or the Paying
Agent on the Trust’s behalf (or the Depositor on behalf of the Trustee, if the 


 


10

















 


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


 


SECTION 5.2                 Applications
of Trust Funds.


 


(a)           On each Payment Date, the
Indenture Trustee (if any Notes are Outstanding or amounts are still due to the
Counterparties) or the Trustee (if the Notes and all payments to the
Counterparties have been paid in full) will distribute to Certificateholders,
on a pro rata basis, amounts deposited in the Certificate Distribution Account
pursuant to Section 5.6 of
the Sale and Servicing Agreement.


 


(b)           On each Payment Date, the
Indenture Trustee or the Trustee, as applicable, shall make available using its
internet website or shall send to each Certificateholder the statement provided
to the Indenture Trustee or the Trustee, as applicable, by the Servicer
pursuant to Section 5.11 of
the Sale and Servicing Agreement.


 


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


 


11

















 


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


 


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


 


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


 


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


 


12

















 


SECTION 5.6                 Signature
on Returns; Tax Matters Partner.


 


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


 


(b)           In the event the Trust is
characterized as a partnership, in accordance with Section 2.6, the
Depositor shall be designated the “tax matters partner” of the Trust pursuant
to Section 6231(a)(7)(A) of the Code and applicable Treasury
Regulations.


 


ARTICLE VI

Authority and Duties of Trustee


 


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


 


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


 


SECTION 6.3                 Action
upon Instruction.


 


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


 


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


 


13

















 


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


 


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


 


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


 


14

















 


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


 


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


 


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


 


ARTICLE VII

Concerning the Trustee


 


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


 


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


 


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


 


(c)           no provision of this
Agreement or any Basic Document shall require the Trustee to expend or risk
funds or otherwise incur any financial liability in the performance of any of
its rights or powers hereunder or under any Basic Document, if


 


15
















 


the Trustee shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured or provided
to it;


 


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


 


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


 


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


 


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


 


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


 


SECTION 7.3                 Representations
and Warranties.  The Trustee
hereby represents and warrants to the Depositor, for the benefit of the
Certificateholders, that as of the date hereof (other than with respect to Section 7.3(e),
which is as of the dates specified therein):


 


16

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


17

















 


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


 


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


 


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


 


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


 


18

















 


of the Administrator, the Indenture Trustee or the
Servicer or any subservicer taken in the name of the Trustee.


 


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


 


ARTICLE VIII

Compensation of Trustee


 


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


 


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


 


SECTION 8.3                 Payments
to the Trustee.  Any amounts
paid to the Trustee pursuant to this Article VIII
shall be deemed not to be a part of the Trust Estate immediately after such
payment.  The Trustee shall also be
entitled to interest on all fees and expenses that are due and unpaid for more
than sixty (60) days after they have been billed to the party responsible for
the 


 


19

















 


payment of such amounts at a rate equal to the rate
publicly announced by [Wilmington Trust Company] as its prime rate from time to
time.


 


ARTICLE IX

Termination of Trust Agreement


 


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


 


(b)           Except as provided in Section 9.1(a),
neither the Depositor nor any Certificateholder shall be entitled to dissolve,
revoke or terminate the Trust; provided  however, for the sake of
clarity, no action is necessary by the Depositor, the Certificateholder or any
other Person as a prerequisite for a dissolution under Section 9.1(a) to
occur.


 


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


 


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


 


20

















 


shall
remain subject to this Agreement.  Any
funds remaining in the Trust after exhaustion of such remedies shall be
distributed by the Trustee to the Depositor.


 


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


 


ARTICLE X

Successor Trustees and Additional Trustees


 


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


 


SECTION 10.2               Resignation
or Removal of Trustee.


 


(a)           The Trustee may at any time
resign and be discharged from the trusts hereby created by giving written
notice thereof to the Administrator. 
Upon receiving such notice of resignation, the Administrator shall
promptly appoint a successor Trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor Trustee.  Other than
such instrument, and as provided in Section 10.2(b) and 10.3 below,
no other documentation or action shall be required, and notwithstanding
anything to the contrary herein or in the Basic Documents, no consent shall be
required of any Person with respect to such appointment or entering into any
such agreement, and the amendment provisions hereof will not apply to such
instrument.  If no successor Trustee
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition at
the expense of the Administrator any court of competent jurisdiction for the
appointment of a successor Trustee.


 


If
at any time the Trustee shall cease to be eligible in accordance with Section 10.1 and shall fail to resign
after written request therefor by the Administrator, or if at any time the
Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control 


 


21

















 


of
the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Administrator may remove the
Trustee.  If the Administrator shall
remove the Trustee under the authority of the preceding sentence, the
Administrator shall promptly appoint a successor Trustee by written instrument,
in duplicate, one copy of which instrument shall be delivered to the outgoing
Trustee so removed and one copy to the successor Trustee, and pay all fees owed
to the outgoing Trustee.  Other than such
instrument, and as provided in Section 10.2(b) and 10.3 below, no
other documentation or action shall be required, and notwithstanding anything
herein or in the Basic Documents to the contrary, no consent shall be required
of any Person with respect to such appointment or entering into any such
agreement, and the amendment provisions hereof will not apply to such
instrument.


 


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


 


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


 


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


 


Upon
acceptance of appointment by a successor Trustee pursuant to this Section, the
Administrator shall mail notice of such appointment to all Certificateholders,
the Indenture Trustee, the Counterparties, the Noteholders and the Rating
Agencies.  If the Administrator shall
fail to mail such notice within 10 days after acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be mailed
at the expense of the Administrator. Any successor Trustee shall file an
amendment to the Certificate of Trust as required by the Statutory Trust Act.


 


22

















 


SECTION 10.4               Merger
or Consolidation of Trustee.  Any corporation or other entity into which
the Trustee may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder; provided, such corporation shall be
eligible pursuant to Section 10.1,
without the execution or filing of any instrument or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding; and provided further, that the Trustee shall mail notice of
such merger or consolidation to the Counterparties and the Rating Agencies
subject to Section 11.18.


 


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


 


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


 


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


 


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


 


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


 


23

















 


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


 


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


 


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


 


ARTICLE XI

Miscellaneous


 


SECTION 11.1               Supplements
and Amendments.  Any term or
provision of this Agreement may be amended by the Depositor and the Trustee
without the consent of the Indenture Trustee, any Noteholder, the Issuing
Entity or any other Person subject to the satisfaction of one of the following
conditions:


 


(i)            the Depositor delivers an
Opinion of Counsel to the Indenture Trustee to the effect that such amendment
will not materially and adversely affect the interests of the Noteholders or
the Certificateholders; or


 


(ii)           the Depositor delivers an
Officer’s Certificate of the Depositor to the Indenture Trustee to the effect
that such amendment will not materially and adversely affect the interests of
the Noteholders or the Certificateholders.


 


An
amendment shall be deemed not to adversely affect in any material respect the
interests of any Noteholders of a Class of Notes if the Rating Agency
Condition has been satisfied with respect to such amendment for such Class of
Notes.


 


This
Agreement may also be amended from time to time by the Depositor and the
Trustee, with prior written notice to the Counterparties and the Rating
Agencies (which notice shall be given pursuant to Section 11.18), with the
written consent of (x) Noteholders holding Notes evidencing not less than
a majority of the Note Balance and (y) the Certificateholders holding in
the aggregate more than 50% of the beneficial interest in the Trust at the time
of such action, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying
in any manner the rights of the Noteholders 


 


24

















 


or
the Certificateholders; provided, however,
that no such amendment shall: (a) reduce the interest or principal of any
Note or Certificate or delay the Final Scheduled Maturity Date of any Note or (b) reduce
the aforesaid percentage of the Outstanding Amount and the beneficial interest
in the Trust required to consent to any such amendment, without the consent of
the holders of all the outstanding Notes and Trust Certificates.


 


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


 


Promptly
after the execution of any such amendment or consent (or, in the case of the
Counterparties and the Rating Agencies, prior thereto), the Trustee shall
furnish written notification of the substance of such amendment or consent to
each Certificateholder, the Indenture Trustee, the Counterparties and, subject
to Section 11.18, to each of the Rating Agencies.


 


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


 


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


 


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


 


With
respect to any amendment pursuant to this Section 11.1,
if any amendment or supplement would either: (a) materially and adversely
affect any of the Counterparties’ rights or obligations under an Interest Rate
Swap Agreement or any other Basic Document; or (b) materially and
adversely modify the obligations of, or materially and adversely impact the
ability of, the Trust to fully perform any of the Trust’s obligations under an
Interest Rate Swap Agreement, the Trust and the Indenture Trustee shall be
required to first obtain the written consent of the applicable Counterparties
to the affected Interest Rate Swap Agreements before entering into any such
amendment or supplement (which consent shall not be unreasonably withheld).


 


SECTION 11.2               No
Legal Title To Trust Estate in Certificateholders.  The Certificateholders shall not have legal
title to any part of the Trust Estate. The Certificateholders


 


25
















 


shall be entitled to receive distributions with
respect to their undivided ownership interest therein only in accordance with Articles V and IX. No transfer, by operation of law or otherwise, of any
right, title or interest of the Certificateholders in, to and under their
ownership interest in the Trust Estate shall operate to terminate this
Agreement or the trusts hereunder or entitle any transferee to an accounting or
to the transfer to it of legal title to any part of the Trust Estate.


 


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


 


SECTION 11.4               Notices.  (a) Unless otherwise expressly specified
or permitted by the terms hereof, all notices shall be in writing, personally
delivered, by facsimile or mailed by certified mail, postage prepaid and return
receipt requested, and shall be deemed to have been duly given upon receipt: (i) if
to the Trustee, Indenture Trustee or the Paying Agent, addressed to the
applicable Corporate Trust Office, (ii) if to the Depositor, addressed to
CNH Capital Receivables LLC, [6900 Veterans Boulevard, Burr Ridge, Illinois
60527, Attention: Assistant Treasurer, (telephone: (630) 887-2095) (facsimile:
(630) 887-5448)], and (iii) if to the Counterparties, addressed to the
addresses set forth in Section 11.4
of the Indenture; or, as to each party, at such other address or facsimile
number as shall be designated by such party in a written notice to the other
party.


 


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


 


SECTION 11.5               Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


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


 


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


 


26

















 


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


 


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


 


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


 


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


 


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


 


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


 


27

















 


SECTION 11.14             Information to be Provided by the
Trustee.  For so long
as the Depositor is required to report under Regulation AB and the Exchange
Act, the Trustee shall, as promptly as practicable, but in any case no later
than each Payment Date, notify the Depositor, in writing, of: (i) the
commencement of or, if applicable, the termination of, any and all legal
proceedings pending against the Trustee or any and all proceedings of which any
property of the Trustee is the subject, that is material to the noteholders;
and (ii) the commencement of or, if applicable, the termination of, any
and all such proceedings known to be contemplated by governmental authorities
against the Trustee or any and all proceedings of which any property of the
Trustee is the subject, that is material to the noteholders.  The Trustee shall also notify the Depositor,
in writing, as promptly as practicable, but in any case no later than each
Payment Date, following notice to or discovery by a Responsible Officer of the
Trustee of any material changes to proceedings described in the preceding
sentence.  In addition, the Trustee will
furnish to the Depositor, in writing, the necessary disclosure regarding the Trustee
describing such proceedings required to be disclosed under Regulation AB,
including Item 1117 of Regulation AB, for inclusion in reports filed by or on
behalf of the Depositor pursuant to the Exchange Act.


 


For
so long as the Notes are outstanding and the Depositor is required to report
under Regulation AB and the Exchange Act, the Trustee shall (i) on or
before the fifth Business Day of each January, April, July and October provide
to the Depositor, in writing, such information regarding or relating to the
Trustee as is required for the purpose of compliance by the Depositor with
Regulation AB, including Items 1109(a), 1109(b), 1119(a) and 1119(b) of
Regulation AB; and (ii) as promptly as practicable following notice to or
discovery by a Responsible Officer of the Trustee of any changes to such
information (but in any case no later than the next March 15 following
such change), provide to the Depositor, in writing, such updated
information.  Such information shall
include, at a minimum:


 


(A)          the Trustee’s name and form
of organization;


 


(B)           a description of the extent
to which the Trustee has had prior experience serving as a trustee for
asset-backed securities transactions involving equipment receivables; and


 


(C)           a description of any
affiliation between the Trustee and any of the following parties (the “Affiliation
Parties”), as such parties are identified by legal name to the Trustee by the
Depositor on the Closing Date:


 


(1)           the sponsor;


(2)           any depositor;


(3)           the issuing entity;


(4)           any servicer;


(5)           any other trustee;


(6)           any originator;


(7)           any significant obligor;


(8)           any enhancement or support
provider; and


(9)           any other material party
related to the transaction.


 


In
addition, the Trustee shall provide a description of whether there is, and if so
the general character of, any business relationship, agreement, arrangement,
transaction or 


 


28

















 


understanding
between the Trustee and any above-listed party that is entered into outside the
ordinary course of business or is on terms other than would be obtained in an
arm’s length transaction with an unrelated third party, apart from this
transaction, that currently exists or that existed during the past two years
and that is material to an investor’s understanding of the Notes.


 


For
so long as the Notes are outstanding and the Depositor is required to report
under the Exchange Act, to the extent that there is a change in any of the
Affiliation Parties, the Depositor will notify the Trustee in writing of a change
or addition to any such Affiliation Parties, to the extent that an Authorized
Officer of the Depositor has actual knowledge of such change or addition.


 


SECTION 11.15             Complete Information.  The Disclosure Information (as defined in Section 11.16)
provided by [WTC] for inclusion in the Prospectus and the Preliminary
Prospectus is true and accurate in all material respects.  As of the Preliminary Prospectus Date and the
Prospectus Date (a) there are no legal proceedings pending or known to be
contemplated by governmental authorities against [WTC] or against any property
of [WTC], that would be material to the Noteholders, (b) [WTC] is not
affiliated with any of the Affiliation Parties, and (c) there is no
business relationship, agreement, arrangement, transaction or understanding
between the Trustee and any of the Affiliation Parties that is entered into
outside the ordinary course of business or is on terms other than would be
obtained in an arm’s length transaction with an unrelated third party, apart from
this transaction, that currently exists or that existed during the past two
years and that is material to an investor’s understanding of the Notes.


 


SECTION 11.16             Indemnification.


 


(a)           [WTC] agrees to pay, and to
protect, indemnify and save harmless Depositor and CNHCA from and against, any
and all claims, losses, liabilities (including penalties), actions, suits,
judgments, demands, damages, costs or expenses (including reasonable fees and
expenses of attorneys or, as necessary consultants and auditors and reasonable
costs of investigations) (collectively, “Losses”) of any nature to the
extent such Losses result from:


 


(i)            any untrue statement of a
material fact contained in (x) the information provided by the Trustee
pursuant to Section 11.14 (“Periodic
Information”) or (y) the language set forth in Section 11.16(b) that was furnished by [WTC] for use under the
heading “The Trustee” in the prospectus supplement contained in the Prospectus
and the Preliminary Prospectus (the “Disclosure Information”, and
together with the Periodic Information and the 11.15 Information, the “Trustee
Information”) or (z) Section 11.15 (the
“11.15 Information”), or


 


(ii)           the omission to state in the
Trustee Information a material fact required to be stated in the Trustee Information,
or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading,


 


29

















 


(b)           The Disclosure Information
for purposes of Section 11.16(a)(ii) is
as follows:


 


“[Wilmington
Trust Company] is the trustee under the trust agreement.  [Wilmington Trust Company is a Delaware
banking corporation] with trust powers [incorporated in 1903]. [Wilmington
Trust Company’s principal place of business is located at 1100 North Market
Street, Wilmington, Delaware, 19890]. [Wilmington Trust Company] has served as
trustee in numerous asset-backed securities transactions involving equipment
retail installment loans, consumer installment loans and retail installment
sale contracts.  [Wilmington Trust
Company has served as trustee for trusts involving securitizations of retail
installment sale contracts and retail installment loans by the depositor since
2007.]


 


[Wilmington
Trust Company] is subject to various legal proceedings that arise from time to
time in the ordinary course of business. [Wilmington Trust Company] does not
believe that the ultimate resolution of any of these proceedings will have a
materially adverse effect on its services as trustee or on the noteholders.


 


[Wilmington
Trust Company] has provided the above information for purposes of complying
with Regulation AB. Other than the above two paragraphs, [Wilmington Trust
Company] has not participated in the preparation of, and is not responsible for,
any other information contained in this prospectus supplement or the
accompanying prospectus.”


 


(c)           With respect to
the indemnification provided in Section 11.16(a), in no event will [WTC]
be liable for special, indirect or consequential damages relating to such
indemnification.  In case any proceeding
(including any governmental investigation) shall be instituted involving any
person in respect of which indemnity may be sought pursuant thereto, such
person (the “indemnified party”) shall promptly notify [WTC] in writing. 
In any such proceeding, any indemnified party shall have the right to retain
its own counsel, but the reasonable fees and expenses of such counsel shall be
at the expense of such indemnified party. 
[WTC] may, at its option, at any time upon written notice to the
indemnified party, assume the defense of any proceeding relating to such
indemnity and may designate counsel reasonably satisfactory to the indemnified
party in connection therewith provided that the counsel so designated would have
no actual or potential conflict of interest in connection with such
representation.  Unless it shall assume the defense of any proceeding
[WTC] shall not be liable for any settlement of any proceeding effected without
its written consent.  If [WTC] assumes the defense of any proceeding, it
shall be entitled to settle such proceeding with the consent of the indemnified
party or, if such settlement provides for release of the indemnified party in
connection with all matters relating to the proceeding which have been asserted
against the indemnified party in such proceeding by the other parties to such
settlement, without the consent of the indemnified party.


 


(d)           Depositor agrees to pay, and
to protect, indemnify and save harmless [WTC], and its respective officers,
directors, shareholders, employees, agents and each person, if any, who
controls [WTC], within the meaning of either Section 15 of the Securities
Act or Section 20 of the Exchange Act, from and against, any and all
claims, losses, liabilities (including penalties), actions, suits, judgments,
demands, damages, costs 


 


30

















 


or expenses (including reasonable fees and expenses
of attorneys or, as necessary, consultants and auditors and reasonable costs of
investigations) (collectively, “[WTC] Losses”) of any nature to the extent such
[WTC] Losses result from any untrue statement of a material fact contained
under the heading “Depositor” in the base prospectus contained in the
Preliminary Prospectus and the Prospectus, any omission to state under the
heading “Depositor” in the base prospectus contained in the Preliminary
Prospectus and the Prospectus a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstance under
which they were made, not misleading, or any untrue information with respect to
Affiliation Parties provided by the Depositor pursuant to the last paragraph of
Section 11.14 (unless [WTC] has actual knowledge that such Affiliation
Party information is incorrect).


 


(e)           With respect to
the indemnification provided in Section 11.16(d), in no event will
Depositor be liable for special, indirect or consequential damages relating to
such indemnification.  In case any
proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant
thereto, such person (the “indemnified party”) shall promptly notify Depositor
in writing.  In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the reasonable fees and expenses of such
counsel shall be at the expense of such indemnified party.  Depositor may, at its option, at any time
upon written notice to the indemnified party, assume the defense of any
proceeding relating to such indemnity and may designate counsel reasonably
satisfactory to the indemnified party in connection therewith provided that the
counsel so designated would have no actual or potential conflict of interest in
connection with such representation.  Unless it shall assume the defense
of any proceeding Depositor shall not be liable for any settlement of any
proceeding effected without its written consent.  If Depositor assumes the
defense of any proceeding, it shall be entitled to settle such proceeding with
the consent of the indemnified party or, if such settlement provides for
release of the indemnified party in connection with all matters relating to the
proceeding which have been asserted against the indemnified party in such
proceeding by the other parties to such settlement, without the consent of the
indemnified party.


 


SECTION 11.17             Paying Agent Protection.  The Paying Agent shall be entitled to all the
same rights, protections, immunities and indemnities as the Indenture Trustee
under the Indenture as if specifically set forth herein.


 


SECTION 11.18             Communications with Rating
Agencies.  The parties
hereto (other than the Seller and its Affiliates but excluding the Issuing
Entity) agree that any notices or requests to, or any other written
communications with, any of the Rating Agencies, or any of their respective
officers, directors or employees, to be given or provided to such Rating
Agencies pursuant to, in connection with or related, directly or indirectly, to
the Basic Documents, the Collateral or the Notes, shall be in each case either (i) furnished
to the Seller who shall forward such communication to the Rating Agencies
pursuant to Section 10.18 of the Sale and Servicing Agreement; or (ii) furnished
directly to the Rating Agencies with a prior copy to the Seller.  In either case, the parties hereto (other
than the Seller and its Affiliates but excluding the Issuing Entity) further
agree to provide such notices, requests and communications or copies thereof,
as applicable, to the Seller at least one Business Day prior to the date when
such notices, requests 


 


31

















 


and communications are required to be delivered (or
are in fact delivered, whichever is earlier) to the Rating Agencies pursuant to
the Basic Documents.  So long as any
Notes are Outstanding, each party hereto (other than the Seller and its
Affiliates but excluding the Issuing Entity) agrees that neither it nor any
party on its behalf shall engage in any oral communications with respect to the
transactions contemplated hereby, under the Basic Documents or in any way
relating to the Notes with any Rating Agency or any of their respective
officers, directors or employees, without the participation of the Seller.


 


*   *   *  
*   *


 


32

















 


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


 


	
   

  	
  [Wilmington
  Trust Company],

  
	
   

  	
  in its individual capacity and as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CNH
  Capital Receivables LLC

  
	
   

  	
   

  	
  as
  Depositor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


ACKNOWLEDGED
AND ACCEPTED:


 


[The
Bank of New York Mellon Trust Company, N.A.],


As
Indenture Trustee and as Paying Agent,


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 
















 


EXHIBIT A


 


FORM OF TRUST CERTIFICATE


 


REGISTERED


 


	
  NUMBER
  R- [     ]

  	
   

  	
  [100% Beneficial Interest][$[   ](1)]

  



 


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


 


CNH EQUIPMENT TRUST 20XX-Y


 


[TRUST][[    ]% ASSET-BACKED]
CERTIFICATE


 


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


 


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


 


THIS
CERTIFIES THAT CNH CAPITAL RECEIVABLES LLC is the registered owner of a [[           ] DOLLARS ($[       ])] nonassessable, fully-paid, fractional
undivided interest in CNH Equipment Trust 20XX-Y (the “Trust”) formed by CNH Capital Receivables
LLC, a Delaware limited liability company (the “Depositor”).


 


The
Trust was created pursuant to a Trust Agreement dated as of [Month Day], 20XX
(the “Trust Agreement”) between the Depositor and [Wilmington Trust Company], as
trustee (the “Trustee”).  To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in the
Trust Agreement or the Sale and Servicing Agreement (the “Sale and Servicing Agreement”) dated as of
[Month Day], 20XX among the Trust, the Depositor and New Holland Credit
Company, LLC, as servicer (the “Servicer”),
as applicable.  This Trust Certificate is
one of the duly authorized Trust Certificates [designated as “Asset-Backed
Certificates”] (herein called the “Trust
Certificates”) issued under and subject to the terms, provisions and
conditions of the Trust Agreement, to which Trust Agreement the holder of this
Trust Certificate by virtue of the acceptance hereof assents and by which
holder is bound.  The provisions and
conditions of the Trust Agreement are hereby incorporated by reference as
though set forth in their entirety herein.


 


Issued
under the Indenture dated as of [Month Day], 20XX between the Trust and [The
Bank Of New York Mellon Trust Company, N.A.], as Indenture Trustee, are notes
designated as “[    ]% Class A-1
Asset Backed Notes,” “[     ]% Class A-2
Asset Backed Notes,”  “[     ]% Class 


 






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


 


A-1

















 


A-3
Asset Backed Notes,” “[    ]% Class A-4a
Asset Backed Notes,” “Floating Rate Class A-4b Asset Backed Notes,” and “[    ]% Class B Asset Backed Notes”.  [The][Each] holder of this Trust Certificate
acknowledges and agrees that its rights to receive distributions in respect of
this Trust Certificate are subordinated to the rights of the Noteholders as described
in the Sale and Servicing Agreement and the Indenture.


 


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


 


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


 


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


 


[This
Trust Certificate][The Certificates] may not be acquired by or for the account
of: (i) an employee benefit plan (as defined in Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)),
that is subject to the provisions of Title I of ERISA, (ii) a plan described
in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended, or (iii) any entity whose underlying assets include plan assets
of any of the foregoing


 


A-2

















 


(a
“Benefit Plan”). By accepting and
holding this Certificate, the Certificateholder shall be deemed to have
represented and warranted that it is not a Benefit Plan.


 


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


 


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


 


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


 


A-3

















 


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


 


	
   

  	
  CNH
  Equipment Trust 20XX-Y,

  
	
   

  	
   

  
	
   

  	
  By:
  [Wilmington Trust Company],

  
	
   

  	
  not in its individual capacity, but solely as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-4

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  [Wilmington
  Trust Company],

  
	
   

  	
   

  	
  as
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  



 


 


Date:     [Month
Day], 20XX


 


A-5

















 


ASSIGNMENT


 


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


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


	
   

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

  



 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature
  Guaranteed:

  	
   

  



 


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


 


A-6

















 


EXHIBIT B

to the Trust Agreement


 


CERTIFICATE OF TRUST


 


OF


 


CNH EQUIPMENT TRUST 20XX-Y


 


THIS
CERTIFICATE OF TRUST of CNH EQUIPMENT TRUST 20XX-Y (the “Trust”), is being duly executed and filed
by [Wilmington Trust Company], a [Delaware banking corporation], as trustee, to
form a statutory trust under the Delaware Statutory Trust Act (12 Del. C.  §3801, et seq. (the “Act”).


 


Name.  The name of the statutory trust being formed
hereby is CNH Equipment Trust 20XX-Y.


 


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


 


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


 


B-1

















 


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


 


	
   

  	
  [Wilmington
  Trust Company],

  
	
   

  	
  not in its individual capacity, but solely as Trustee under a Trust
  Agreement dated as of [Month Day], 20XX

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-2