Exhibit 4.2


 




 





 


CNH EQUIPMENT TRUST 2010-C


 


TRUST AGREEMENT


 


between


 


CNH CAPITAL RECEIVABLES LLC


 


and


 


WILMINGTON TRUST COMPANY,


 


as Trustee


 


Dated as of November 1, 2010


 




 





 

















 


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

  	
  12

  
	
   

  	
   

  	
   

  
	
  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

  	
  18

  
	
   

  	
   

  	
   

  
	
  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

  	
  22

  
	
  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

  	
  25

  
	
  SECTION 11.4

  	
  Notices

  	
  25

  



 


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

  	
  26

  
	
  SECTION 11.9

  	
  No Petition

  	
  26

  
	
  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

  	
  27

  
	
  SECTION 11.15

  	
  Complete Information

  	
  28

  
	
  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 November 1,
2010 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 2010-C 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 2010-C”, 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 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 contribution, which shall
constitute the initial Trust Estate and shall be deposited in the 


 


2

















 


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 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.


 


3

















 


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 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).


 


4
















 


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.


 


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 


 


5

















 


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 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, 


 


6

















 


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.


 


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 


 


7

















 


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 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 


 


8

















 


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 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.


 


9

















 


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 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 


 


10

















 


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 the Trustee (if the Notes 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 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 


 


11

















 


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.


 


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.


 


12

















 


(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.


 


(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 


 


13

















 


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.


 


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 


 


14

















 


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 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;


 


15
















 


(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):


 


(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,


 


16

















 


(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 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, 


 


17

















 


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
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 


 


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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 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.


 


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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 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.


 


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(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 Moody’s.  If such corporation shall publish reports of
condition at least annually, pursuant to law or the requirements of the
aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. At all times, at least one Trustee of the Trust shall
satisfy the requirements of Section 3807(a) of the Trust Statute. In
case at any time the Trustee shall cease to be eligible in accordance with this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 10.2.


 


SECTION 10.2               Resignation or Removal of Trustee.


 


(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 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



 


21

















 


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.


 


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 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.


 


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 


 


22

















 


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 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.


 


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 


 


23

















 


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 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 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.


 


24
















 


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


 


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


 


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


 


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


 


SECTION 11.4               Notices.  (a) Unless otherwise expressly specified
or permitted by the terms hereof, all notices shall be in writing, personally
delivered, by facsimile or mailed by certified mail, postage prepaid and return
receipt requested, and shall be deemed to have been duly given upon receipt: (i) if
to the Trustee, Indenture Trustee or the Paying Agent, addressed to 


 


25

















 


the applicable Corporate
Trust Office and (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); 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.


 


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 


 


26

















 


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.


 


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 


 


27

















 


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 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 


 


28

















 


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,


 


(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 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 


 


29

















 


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 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 


 


30

















 


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
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.


 


*  
*   *   *   *


 


31

















 


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:

  	
  /s/ Dorri Costello

  
	
   

  	
   

  	
  Name: Dorri Costello

  
	
   

  	
   

  	
  Title:   Financial
  Services Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CNH Capital Receivables LLC

  
	
   

  	
   

  	
  as Depositor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas N. Beckmann

  
	
   

  	
   

  	
  Name: Thomas N. Beckmann

  
	
   

  	
   

  	
  Title:   Assistant
  Treasurer

  



 

















 


ACKNOWLEDGED AND ACCEPTED:


 


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


As Indenture Trustee and as Paying Agent,


 


 


	
  By:

  	
  /s/ Robert Castle

  	
   

  
	
   

  	
  Name: Robert Castle

  	
   

  
	
   

  	
  Title: Vice President 

  	
   

  



 
















 


EXHIBIT A


 


FORM OF TRUST CERTIFICATE


 


REGISTERED


 


	
  NUMBER R- [        ]

  	
  100% Beneficial Interest

  



 


THIS CERTIFICATE MAY NOT BE
ACQUIRED BY OR FOR THE ACCOUNT OF A

BENEFIT PLAN (AS DEFINED BELOW).


 


CNH EQUIPMENT TRUST 2010-C


 


TRUST 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 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 nonassessable, fully-paid, fractional undivided interest
in CNH Equipment Trust 2010-C (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 November 1, 2010 (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
[                   ], 2010 among the Trust, the Depositor
and New Holland Credit Company, LLC, as servicer (the “Servicer”), as applicable.  This Trust Certificate is one of the duly
authorized Trust Certificates (herein called the “Trust Certificates”) issued under and subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
holder of this Trust Certificate by virtue of the acceptance hereof assents and
by which holder is bound.  The provisions
and conditions of the Trust Agreement are hereby incorporated by reference as
though set forth in their entirety herein.


 


Issued under the Indenture dated as of [                   ], 2010 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 A-3 Asset Backed Notes,” “[    ]% Class A-4 Asset Backed Notes,” and “[    ]% Class B Asset Backed Notes”.  The holder of this Trust Certificate
acknowledges and agrees that its rights to receive distributions in respect of
this Trust Certificate are subordinated to the rights of the Noteholders as
described in the Sale and Servicing Agreement and the Indenture.


 


A-1

















 


It is the intent of the Depositor, Servicer and the
holder of this Trust Certificate that, for purposes of federal income, State
and local income and franchise and any other income taxes measured in whole or
in part by income, until the Trust Certificates are held by 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, by acceptance of
this Trust Certificate, agree to treat, and to take no action inconsistent with
the treatment of, the Trust Certificates as such for tax purposes.


 


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


 


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


 


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


 


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


 


A-2

















 


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 2010-C,

  
	
   

  	
   

  
	
   

  	
  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:    [            ]
[   ], 2010


 


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 2010-C


 


THIS CERTIFICATE OF TRUST of CNH EQUIPMENT TRUST
2010-C (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 2010-C.


 


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
  [                ],
  2010

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


B-2