Exhibit 4(a)




 





 


 


CNH EQUIPMENT TRUST 20XX-Y


 


INDENTURE


 


between


 


CNH EQUIPMENT TRUST 20XX-Y


 


and


 


[THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.]


 


as Indenture Trustee.


 


Dated as of [Month Day], 20XX




 


 





 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I Definitions and Incorporation by Reference

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 1.1.

  	
  Definitions

  	
  2

  
	
  SECTION 1.2.

  	
  Incorporation by Reference of Trust Indenture Act

  	
  2

  
	
  SECTION 1.3.

  	
  Other Definitional Provisions

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE II The Notes

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 2.1.

  	
  Form

  	
  3

  
	
  SECTION 2.2.

  	
  Execution, Authentication and Delivery

  	
  4

  
	
  SECTION 2.3.

  	
  Temporary Notes

  	
  4

  
	
  SECTION 2.4.

  	
  Registration; Registration of Transfer and Exchange

  	
  5

  
	
  SECTION 2.5.

  	
  Mutilated, Destroyed, Lost or Stolen Notes

  	
  6

  
	
  SECTION 2.6.

  	
  Persons Deemed Owner

  	
  7

  
	
  SECTION 2.7.

  	
  Payment of Principal and Interest; Defaulted Interest

  	
  7

  
	
  SECTION 2.8.

  	
  Cancellation

  	
  8

  
	
  SECTION 2.9.

  	
  Release of Collateral

  	
  8

  
	
  SECTION 2.10.

  	
  Book-Entry Notes

  	
  9

  
	
  SECTION 2.11.

  	
  Notices to Clearing Agency

  	
  9

  
	
  SECTION 2.12.

  	
  Definitive Notes

  	
  9

  
	
  SECTION 2.13.

  	
  Tax Treatment

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE III Covenants

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 3.1.

  	
  Payment of Principal and Interest

  	
  10

  
	
  SECTION 3.2.

  	
  Maintenance of Office or Agency

  	
  10

  
	
  SECTION 3.3.

  	
  Money for Payments To Be Held in Trust

  	
  10

  
	
  SECTION 3.4.

  	
  Existence

  	
  12

  
	
  SECTION 3.5.

  	
  Protection of the Trust Estate

  	
  12

  
	
  SECTION 3.6.

  	
  Opinions as to the Trust Estate

  	
  13

  
	
  SECTION 3.7.

  	
  Performance of Obligations; Servicing of Receivables

  	
  13

  
	
  SECTION 3.8.

  	
  Negative Covenants

  	
  14

  
	
  SECTION 3.9.

  	
  Annual Statement as to Compliance

  	
  15

  
	
  SECTION 3.10.

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

  	
  15

  
	
  SECTION 3.11.

  	
  Successor or Transferee

  	
  17

  
	
  SECTION 3.12.

  	
  No Other Business

  	
  17

  
	
  SECTION 3.13.

  	
  No Borrowing

  	
  17

  
	
  SECTION 3.14.

  	
  Servicer’s Obligations

  	
  17

  
	
  SECTION 3.15.

  	
  Guarantees, Loans, Advances and Other Liabilities

  	
  17

  
	
  SECTION 3.16.

  	
  Capital Expenditures

  	
  18

  
	
  SECTION 3.17.

  	
  Removal of Administrator

  	
  18

  
	
  SECTION 3.18.

  	
  Restricted Payments

  	
  18

  



 


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  SECTION 3.19.

  	
  Notice of Events of Default

  	
  18

  
	
  SECTION 3.20.

  	
  Further Instruments and Acts

  	
  18

  
	
  SECTION 3.21.

  	
  Perfection Representation

  	
  18

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV Satisfaction and Discharge

  	
  18

  
	
   

  	
   

  	
   

  
	
  SECTION 4.1.

  	
  Satisfaction and Discharge of Indenture

  	
  18

  
	
  SECTION 4.2.

  	
  Application of Trust Money

  	
  20

  
	
  SECTION 4.3.

  	
  Repayment of Monies Held by Paying Agent

  	
  20

  
	
   

  	
   

  	
   

  
	
  ARTICLE V Remedies

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 5.1.

  	
  Events of Default

  	
  20

  
	
  SECTION 5.2.

  	
  Acceleration of Maturity; Rescission and Annulment

  	
  21

  
	
  SECTION 5.3.

  	
  Collection of Indebtedness and Suits for Enforcement by
  Indenture Trustee

  	
  22

  
	
  SECTION 5.4.

  	
  Remedies; Priorities

  	
  24

  
	
  SECTION 5.5.

  	
  Optional Preservation of the Receivables

  	
  25

  
	
  SECTION 5.6.

  	
  Limitation of Suits

  	
  26

  
	
  SECTION 5.7.

  	
  Unconditional Rights of Noteholders To Receive Principal
  and Interest

  	
  26

  
	
  SECTION 5.8.

  	
  Restoration of Rights and Remedies

  	
  27

  
	
  SECTION 5.9.

  	
  Rights and Remedies Cumulative

  	
  27

  
	
  SECTION 5.10.

  	
  Delay or Omission Not a Waiver

  	
  27

  
	
  SECTION 5.11.

  	
  Control by Noteholders

  	
  27

  
	
  SECTION 5.12.

  	
  Waiver of Past Defaults

  	
  28

  
	
  SECTION 5.13.

  	
  Undertaking for Costs

  	
  28

  
	
  SECTION 5.14.

  	
  Waiver of Stay or Extension Laws

  	
  28

  
	
  SECTION 5.15.

  	
  Action on Notes

  	
  28

  
	
  SECTION 5.16.

  	
  Performance and Enforcement of Certain Obligations

  	
  29

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI The Indenture Trustee

  	
  29

  
	
   

  	
   

  	
   

  
	
  SECTION 6.1.

  	
  Duties of the Indenture Trustee

  	
  29

  
	
  SECTION 6.2.

  	
  Rights of Indenture Trustee

  	
  31

  
	
  SECTION 6.3.

  	
  Individual Rights of the Indenture Trustee

  	
  32

  
	
  SECTION 6.4.

  	
  Indenture Trustee’s Disclaimer

  	
  32

  
	
  SECTION 6.5.

  	
  Notice of Defaults

  	
  32

  
	
  SECTION 6.6.

  	
  Reports by Indenture Trustee to the Holders

  	
  32

  
	
  SECTION 6.7.

  	
  Compensation and Indemnity

  	
  32

  
	
  SECTION 6.8.

  	
  Replacement of the Indenture Trustee

  	
  33

  
	
  SECTION 6.9.

  	
  Successor Indenture Trustee by Merger

  	
  34

  
	
  SECTION 6.10.

  	
  Appointment of Co-Trustee or Separate Trustee

  	
  34

  
	
  SECTION 6.11.

  	
  Eligibility; Disqualification

  	
  35

  
	
  SECTION 6.12.

  	
  Preferential Collection of Claims Against the Issuing
  Entity

  	
  36

  
	
  SECTION 6.13.

  	
  Information to Be Provided by the Indenture Trustee

  	
  37

  
	
  SECTION 6.14.

  	
  Representations and Warranties

  	
  37

  



 


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  ARTICLE VII Noteholders’ Lists and Reports

  	
  38

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
  Issuing Entity To Furnish Indenture Trustee Names and
  Addresses of Noteholders

  	
  38

  
	
  SECTION 7.2.

  	
  Preservation of Information; Communications to Noteholders

  	
  38

  
	
  SECTION 7.3.

  	
  Reports by Issuing Entity

  	
  38

  
	
  SECTION 7.4.

  	
  Required Filings

  	
  39

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII Accounts, Disbursements and Releases

  	
  39

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
  Collection of Money

  	
  39

  
	
  SECTION 8.2.

  	
  Trust Accounts

  	
  39

  
	
  SECTION 8.3.

  	
  General Provisions Regarding Accounts

  	
  42

  
	
  SECTION 8.4.

  	
  Release of Trust Estate

  	
  43

  
	
  SECTION 8.5.

  	
  Opinion of Counsel

  	
  43

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX Supplemental Indentures

  	
  44

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1.

  	
  Supplemental Indentures Without Consent of Noteholders

  	
  44

  
	
  SECTION 9.2.

  	
  Supplemental Indentures With Consent of Noteholders

  	
  45

  
	
  SECTION 9.3.

  	
  Execution of Supplemental Indentures

  	
  47

  
	
  SECTION 9.4.

  	
  Effect of Supplemental Indenture

  	
  47

  
	
  SECTION 9.5.

  	
  Conformity with Trust Indenture Act

  	
  47

  
	
  SECTION 9.6.

  	
  Reference in Notes to Supplemental Indentures

  	
  47

  
	
  SECTION 9.7.

  	
  Amendment without Consent

  	
  47

  
	
  SECTION 9.8.

  	
  Backup Servicer Consent

  	
  48

  
	
   

  	
   

  	
   

  
	
  ARTICLE X Redemption of Notes

  	
  48

  
	
   

  	
   

  	
   

  
	
  SECTION 10.1.

  	
  Redemption

  	
  48

  
	
  SECTION 10.2.

  	
  Form of Redemption Notice

  	
  48

  
	
  SECTION 10.3.

  	
  Notes Payable on Redemption Date

  	
  49

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI Miscellaneous

  	
  49

  
	
   

  	
   

  	
   

  
	
  SECTION 11.1.

  	
  Compliance Certificates and Opinions, etc.

  	
  49

  
	
  SECTION 11.2.

  	
  Form of Documents Delivered to Indenture Trustee

  	
  51

  
	
  SECTION 11.3.

  	
  Acts of Noteholders

  	
  51

  
	
  SECTION 11.4.

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

  	
  52

  
	
  SECTION 11.5.

  	
  Notices to Noteholders; Waiver

  	
  53

  
	
  SECTION 11.6.

  	
  Alternate Payment and Notice Provisions

  	
  53

  
	
  SECTION 11.7.

  	
  Conflict with Trust Indenture Act

  	
  53

  
	
  SECTION 11.8.

  	
  Effect of Headings and Table of Contents

  	
  54

  
	
  SECTION 11.9.

  	
  Successors and Assigns

  	
  54

  
	
  SECTION 11.10.

  	
  Severability

  	
  54

  
	
  SECTION 11.11.

  	
  Benefits of Indenture

  	
  54

  
	
  SECTION 11.12.

  	
  Legal Holidays

  	
  54

  



 


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  SECTION 11.13.

  	
  Governing Law

  	
  54

  
	
  SECTION 11.14.

  	
  Counterparts

  	
  54

  
	
  SECTION 11.15.

  	
  Recording of Indenture

  	
  54

  
	
  SECTION 11.16.

  	
  Trust Obligation

  	
  55

  
	
  SECTION 11.17.

  	
  No Petition

  	
  55

  
	
  SECTION 11.18.

  	
  Inspection

  	
  55

  
	
  SECTION 11.19.

  	
  Subordination

  	
  56

  
	
  SECTION 11.20.

  	
  Information Requests

  	
  56

  
	
  SECTION 11.21.

  	
  Communications with Rating Agencies

  	
  57

  



 


iv

















 


EXHIBITS


 


	
  EXHIBIT A-1

  	
  Form of
  A-1 Notes

  
	
   

  	
   

  
	
  EXHIBIT A-2

  	
  Form of
  A-2 Notes

  
	
   

  	
   

  
	
  EXHIBIT A-3

  	
  Form of
  A-3 Notes

  
	
   

  	
   

  
	
  EXHIBIT A-4a

  	
  Form of
  A-4a Notes

  
	
   

  	
   

  
	
  EXHIBIT A-4b

  	
  Form of
  A-4b Notes

  
	
   

  	
   

  
	
  EXHIBIT A-5

  	
  Form of
  Class B Notes

  
	
   

  	
   

  
	
  EXHIBIT B

  	
  Form of
  Section 3.9 Officer’s Certificate

  



 


SCHEDULES


 


	
  SCHEDULE
  P

  	
  Perfection
  Representations & Warranties

  



 


v
















 


INDENTURE dated as of [Month Day], 20XX between CNH EQUIPMENT
TRUST 20XX-Y, a Delaware statutory trust (the “Issuing
Entity”), and [THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.], a
[national banking association] (“[BNYMTC]”), as
trustee and not in its individual capacity (the “Indenture
Trustee”).


 


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


 


GRANTING CLAUSE


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


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


 


ARTICLE I

Definitions and Incorporation by Reference


 


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


 


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


 


“Commission”
means the Securities and Exchange Commission.


 


“indenture
securities” means the Notes.


 


“indenture
security holder” means a Noteholder.


 


“indenture
to be qualified” means this Indenture.


 


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


 


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


 


2

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE II


The Notes


 


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


 


3

















 


Notes.  Any
portion of the text of any Note may be set forth on the reverse thereof, with
an appropriate reference thereto on the face of the Note.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


If
temporary Notes are issued, the Issuing Entity will cause Definitive Notes to
be prepared without unreasonable delay. 
After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes upon surrender of the temporary Notes at the
office or agency of the Issuing Entity to be maintained as provided in Section 3.2,
without charge to the Holder.  Upon
surrender for cancellation of any one or more temporary Notes, the Issuing 


 


4

















 


Entity
shall execute and the Indenture Trustee shall authenticate and deliver in
exchange therefor a like principal amount of Definitive Notes of authorized
denominations.  Until so exchanged, the
temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as if they were Definitive Notes.


 


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


 


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


 


Upon
surrender for registration of transfer of any Note at the office or agency of
the Issuing Entity to be maintained as provided in Section 3.2, if the
requirements of Section 8-401(a) of the UCC are met, the Issuing
Entity shall execute, the Indenture Trustee shall authenticate and the
Noteholder shall obtain from the Indenture Trustee, in the name of the
designated transferee or transferees, one or more new Notes in any authorized
denominations of a like aggregate principal amount.


 


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


 


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


 


5

















 


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


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


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


 


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


 


7

















 


principal payments on the Class A-2 Notes shall
be made pro rata to the Noteholders of the Class A-2 Notes. All principal
payments on the Class A-3 Notes shall be made pro rata to the Noteholders
of the Class A-3 Notes.  All
principal payments on the Class A-4 Notes shall be made pro rata to the
Noteholders of the Class A-4 Notes. 
All principal payments on the Class B Notes shall be made pro rata
to the Noteholders of the Class B Notes.


 


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


 


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


 


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


 


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


 


8

















 


SECTION 2.10.                                    Book-Entry
Notes.  The Notes,
upon original issuance, will be issued in the form of typewritten Notes
representing the Book-Entry Notes, to be delivered to The Depository Trust
Company (“DTC”) (the initial Clearing Agency), or
its custodian, by, or on behalf of, the Issuing Entity. Such Notes shall
initially be registered on the Note Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Note Owner of such Note
will receive a Definitive Note representing such Note Owner’s interest in such
Note, except as provided in Section 2.12. Unless and until definitive,
fully registered Notes (the “Definitive Notes”)
representing Notes have been issued to Note Owners:


 


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


 


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


 


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


 


(iv)                              the rights of
Note Owners shall be exercised only through the Clearing Agency and shall be
limited to those established by law and agreements between such Note Owners and
the Clearing Agency and/or the Clearing Agency Participants pursuant to the
Note Depository Agreement.  Unless and
until Definitive Notes are issued, the Clearing Agency will make book-entry
transfers among the Clearing Agency Participants and receive and transmit
payments of principal of and interest on the applicable Notes to such Clearing
Agency Participants; and


 


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


 


SECTION 2.11.                                    Notices
to Clearing Agency. 
Whenever a notice or other communication to the Noteholders is required
under this Indenture, unless and until Definitive Notes for the Notes have been
issued to Note Owners, the Indenture Trustee shall give all such notices and
communications to the Clearing Agency.


 


SECTION 2.12.                                    Definitive
Notes.  Notes
initially or subsequently cleared through a clearing agency may be issued in
definitive, fully registered certificated form to Noteholders if requested by
the DTC participants to whom the Notes are credited and in accordance with DTC’s
rules and procedures.  Upon any
surrender to the Indenture Trustee of the typewritten Notes representing the
Book-Entry Notes by the Clearing Agency, accompanied by registration instructions,
the Issuing Entity shall execute, and the Indenture Trustee shall authenticate,
the Definitive Notes in accordance with the instructions of the Clearing
Agency.  None of the Issuing Entity, the
Note Registrar or the Indenture Trustee shall be liable for any 


 


9

















 


delay in delivery of such instructions and may
conclusively rely on, and shall be fully protected in relying on, such
instructions.  Upon the issuance of
Definitive Notes, the Indenture Trustee shall recognize the Holders of the
Definitive Notes as Noteholders.  In
addition, Notes issued as Definitive Notes from time to time may be
subsequently issued as Book-Entry Notes and cleared through a Clearing Agency
at the request of applicable Holders of the Definitive Notes.


 


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


 


ARTICLE III


Covenants


 


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


 


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


 


SECTION 3.3.                                          Money
for Payments To Be Held in Trust.  As provided in Sections 8.2(a) and (b),
all payments of amounts due and payable with respect to any Notes that are to
be made from amounts withdrawn from the Collection Account and the Note
Distribution Account pursuant to Section 8.2(c) or Section 8.2(e),
as applicable, shall be made on behalf of 


 


10

















 


the Issuing Entity by the Indenture Trustee or by
another Paying Agent, and no amounts so withdrawn from the Collection Account and
the Note Distribution Account for payments of Notes shall be paid over to the
Issuing Entity except as provided in this Section.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


11

















 


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


 


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


 


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


 


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


 


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


 


(iii)                               enforce any of
the Collateral; or


 


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


 


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


 


12

















 


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


 


(b)         On or before April 30
in each calendar year commencing in the calendar year 20XX the Issuing Entity
shall furnish to the Indenture Trustee an Opinion of Counsel either stating
that, in the opinion of such counsel, such action has been taken with respect
to the recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents, and with
respect to the execution and filing of any financing statements and
continuation statements, as is necessary to maintain the Lien and security
interest of this Indenture and reciting the details of such action, or stating
that in the opinion of such counsel no such action is necessary to maintain
such Lien and security interest.  Such
Opinion of Counsel shall also describe the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents, and the execution and filing of any financing statements,
amendments to financing statements and continuation statements, that will, in
the opinion of such counsel, be required to maintain the Lien and security
interest of this Indenture until April 30 in the following calendar year.


 


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


 


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


 


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


 


13

















 


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


 


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


 


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


 


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


 


14
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


15

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


16

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


17

















 


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


 


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


 


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


 


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


 


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


 


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


 


ARTICLE IV

Satisfaction and Discharge


 


SECTION 4.1.                                          Satisfaction
and Discharge of Indenture.  This Indenture shall cease to be of further
effect with respect to the Notes except as to: (i) rights of registration
of transfer and exchange, (ii) substitution of mutilated, destroyed, lost
or stolen Notes, (iii) rights of Noteholders to receive payments of
principal thereof and interest thereon, (iv) rights of the Counterparties
to receive Net Swap Payments (including interest on any overdue Net Swap
Payment) and any Swap Termination Payment owing to such Counterparties, (v) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (vi) the rights, obligations and immunities of
the Indenture Trustee hereunder (including the rights of the Indenture Trustee
under Section 6.7 and the obligations of
the Indenture Trustee under Section 4.2)
and (vii) the rights of Noteholders and the 


 


18

















 


Counterparties as beneficiaries hereof with respect
to the property so deposited with the Indenture Trustee payable to all or any
of them, and the Indenture Trustee, on demand of and at the expense of the
Issuing Entity, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to the Notes, when:


 


(A)                              either:


 


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


 


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


 


(i)                                     have become due
and payable,


 


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


 


(iii)                               are to be
called for redemption within one year under arrangements satisfactory to the
Indenture Trustee for the giving of notice of redemption by the Indenture
Trustee in the name, and at the expense, of the Issuing Entity, and the Issuing
Entity, in the case of clause (2)(i), (ii) or (iii), has
irrevocably deposited or caused to be irrevocably deposited with the Indenture
Trustee cash or direct obligations of or obligations guaranteed by the United
States of America (which will mature prior to the date such amounts are
payable), in trust for such purpose, in an amount sufficient to pay and
discharge the entire indebtedness on such Notes not theretofore delivered to
the Indenture Trustee for cancellation when due to the respective Class Final
Scheduled Maturity Date or Redemption Date (if Notes shall have been called for
redemption pursuant to Section 10.1(a)),
as the case may be;


 


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


 


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


 


19

















 


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


 


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


 


ARTICLE V


Remedies


 


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


 


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


 


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


 


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


 


20

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


21

















 


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


 


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


 


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


 


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


 


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


 


(c)          In case an Event of Default
occurs and is continuing, the Indenture Trustee may, as more particularly
provided in Section 5.4, in its discretion,
proceed to protect and enforce its rights and the rights of the Noteholders and
the Counterparties, by such appropriate Proceedings as the Indenture Trustee
shall deem most effective to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other proper
remedy or legal or equitable right vested in the Indenture Trustee by this
Indenture or by law.


 


(d)         In case there shall be
pending, relative to the Issuing Entity or any other obligor upon the Notes or
any Person having or claiming an ownership interest in the Trust Estate,
Proceedings under Title 11 of the United States Code or any other applicable
federal or State bankruptcy, insolvency or other similar law, or in case a
receiver, assignee, trustee in bankruptcy or reorganization, liquidator,
sequestrator or similar official shall have been appointed for or taken possession
of the Issuing Entity or its property or such other obligor or Person, or in
case of any other comparable judicial Proceedings relative to the Issuing
Entity or other obligor upon the Notes, or to the creditors or property of the
Issuing Entity or such other obligor, the Indenture Trustee, irrespective of
whether the principal of any Notes shall then be 


 


22

















 


due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee
shall have made any demand pursuant to this Section, shall be entitled and
empowered, by intervention in such Proceedings or otherwise:


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)            All rights of action and of
asserting claims under this Indenture, or under any of the Notes, may be
enforced by the Indenture Trustee without the possession of any of the Notes or
the production thereof in any trial or other Proceedings relative thereto, and
any such action or Proceedings instituted by the Indenture Trustee shall be
brought in its own name and as trustee of an express trust, and any recovery of
judgment, subject to the payment of the expenses, 


 


23

















 


disbursements and compensation of the Indenture
Trustee, each predecessor Indenture Trustee and their respective agents and
attorneys, shall be for the ratable benefit of the Holders of the Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


provided, however, that the Indenture Trustee may not sell or
otherwise liquidate the Trust Estate following an Event of Default, other than
an Event of Default described in Section 5.1(i) or
(ii), unless:  (A) all the Noteholders consent thereto,
(B) the proceeds of such sale or liquidation distributable to the
Noteholders and the Counterparties are sufficient to discharge in full all
amounts then due and unpaid upon such Notes for principal and interest and
under the Interest Rate Swap Agreements for any Net Swap Payments (including
interest on any overdue Net Swap Payments) and any Swap Termination Payments or
(C) the Indenture Trustee determines that the Trust Estate will not
continue to provide sufficient funds for the payment of principal of and
interest on the Notes as they would have become due if the Notes had not been
declared due and payable, and the Indenture Trustee obtains the consent of
Holders of 66 2/3% of the Outstanding Amount of the Notes. In determining such
sufficiency or insufficiency with respect to clauses (B) and
(C), the Indenture Trustee may, but need
not, obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Trust Estate for such purpose.  The 


 


24

















 


Indenture
Trustee shall incur no liability as a result of the sale of the Trust Estate or
any part thereof at any sale pursuant to this Section 5.4
conducted in a commercially reasonable manner. 
Each of the Issuing Entity and Holders hereby waives any claims against
the Indenture Trustee arising by reason of the fact that the price at which the
Trust Estate may have been sold at such sale was less than the price that might
have been obtained, even if the Indenture Trustee accepts the first offer
received and does not offer the Trust Estate to more than one offeree, so long
as such sale is conducted in a commercially reasonable manner.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 5.5.                                          Optional
Preservation of the Receivables.  If the Notes have been declared to be due and
payable under Section 5.2 following an
Event of Default, and such declaration and its consequences have not been
rescinded and annulled, the Indenture Trustee may, but need not, elect to
maintain possession of the Trust Estate. 
It is the desire of the parties


 


25
















 


hereto and the Noteholders that there be at all
times sufficient funds for the payment of principal of and interest on the
Notes, and the Indenture Trustee shall take such desire into account when
determining whether or not to maintain possession of the Trust Estate.  In determining whether to maintain possession
of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely
upon an opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


26

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


27

















 


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


 


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


 


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


 


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


 


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


 


SECTION 5.15.                                    Action
on Notes.  The
Indenture Trustee’s right to seek and recover judgment on the Notes or under
this Indenture shall not be affected by the seeking, obtaining or application
of any other relief under or with respect to this Indenture.  Neither the 


 


28

















 


Lien of this Indenture nor any rights or remedies of
the Indenture Trustee or the Noteholders shall be impaired by the recovery of
any judgment by the Indenture Trustee against the Issuing Entity or by the levy
of any execution under such judgment upon any portion of the Trust Estate or
upon any of the assets of the Issuing Entity. Any money or property collected
by the Indenture Trustee shall be applied in accordance with Section 5.4(b).


 


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


 


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


 


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


 


ARTICLE VI

The Indenture Trustee


 


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


 


29

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iv)                              the Indenture
Trustee shall not be charged with knowledge of an Event of Default or Servicer
Default unless a Responsible Officer obtains actual knowledge of such event or
the Indenture Trustee receives written notice of such event from the Seller,
Servicer or Note Owners owning Notes aggregating not less than 10% of the
Outstanding Amount of the Notes; and


 


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


 


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


 


30

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


31

















 


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


 


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


 


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


 


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


 


SECTION 6.6.                                          Reports
by Indenture Trustee to the Holders.  The Indenture Trustee shall deliver to each
Noteholder such information as may be required to enable such Holder to prepare
its federal, State and other income tax returns.  Within 60 days after each December 31,
starting with December 31, 20XX, the Indenture Trustee shall mail to each
Noteholder a brief report as of such December 31 that complies with TIA § 313(a)
(if required by said section).


 


SECTION 6.7.                                          Compensation
and Indemnity.  The Issuing
Entity shall, or shall cause the Servicer to, pay to the Indenture Trustee from
time to time reasonable compensation for its services as agreed to between the
Issuing Entity and the Indenture Trustee in writing.  The Indenture Trustee’s compensation shall
not be limited by any law on compensation of a trustee of an express
trust.  The Issuing Entity shall, or
shall cause the Servicer to, reimburse the Indenture Trustee for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection,
in addition to the compensation for its services. Such expenses shall include
the reasonable compensation and expenses, disbursements and advances of the
Indenture Trustee’s agents, counsel, accountants and experts.  The Issuing Entity shall or shall cause the
Servicer to indemnify the Indenture Trustee and its officers, directors,
employees and agents against any and all loss, liability or expense (including
attorneys’ fees and expenses) incurred by them in connection with the
administration of this trust and the performance of its duties 


 


32

















 


hereunder. 
The Indenture Trustee shall notify the Issuing Entity and the Servicer
promptly of any claim for which it may seek indemnity.  Failure by the Indenture Trustee to so notify
the Issuing Entity and the Servicer shall not relieve the Issuing Entity or the
Servicer of its respective obligations hereunder.  The Issuing Entity shall, or shall cause the
Servicer to, defend the claim and the Indenture Trustee may have separate
counsel and the Issuing Entity shall, or shall cause the Servicer to, pay the
reasonable fees and expenses of such counsel. 
Notwithstanding anything to the contrary contained herein, neither the
Issuing Entity nor the Servicer need reimburse any expense or indemnify against
any loss, liability or expense incurred by the Indenture Trustee through the
Indenture Trustee’s own willful misconduct, negligence or bad faith.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


33

















 


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


 


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


 


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


 


SECTION 6.9.                                          Successor
Indenture Trustee by Merger.  If the Indenture Trustee consolidates with,
merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation without any further act shall be
the successor Indenture Trustee.  The
Indenture Trustee shall provide prompt written notice of any such transaction
following the consummation thereof to the Issuing Entity, the Counterparties
and, subject to Section 11.21, to the Rating
Agencies; provided, that such corporation or banking association shall be
otherwise qualified and eligible under Section 6.11.


 


In
case at the time such successor(s) by merger, conversion or consolidation to
the Indenture Trustee shall succeed to the trusts created by this Indenture any
of the Notes shall have been authenticated but not delivered, any such
successor to the Indenture Trustee may adopt the certificate of authentication
of any predecessor Indenture Trustee, and deliver such Notes so authenticated;
and in case at that time any of the Notes shall not have been authenticated,
any successor to the Indenture Trustee may authenticate such Notes either in
the name of any predecessor Indenture Trustee hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates of
authentication shall have the full force and effect to the same extent given to
the certificate of authentication of the Indenture Trustee anywhere in the
Notes or in this Indenture.


 


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


 


34

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


SECTION 6.11.                                    Eligibility;
Disqualification.  The
Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a)
and, upon Issuing Entity Order, Section 26(a)(1) of the Investment Company Act
of 1940, as amended.  The Indenture
Trustee shall have a combined capital and surplus of at least $       as
set forth in its most recent published 


 


35

















 


annual report of condition and it shall have a long
term senior, unsecured debt rating of “Baa3” or better by Moody’s (or, if not
rated by Moody’s, a comparable rating by another statistical rating
agency).  The Indenture Trustee shall
comply with TIA § 310(b), including the optional provision permitted by the
second sentence of TIA § 310(b)(9); provided, however, that there shall be excluded from the operation of
TIA § 310(b)(1) any indenture(s) under which other securities of the Issuing
Entity are outstanding if the requirements for such exclusion set forth in TIA
§ 310(b)(1) are met.


 


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


 


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


 


SECTION 6.12.                                    Preferential
Collection of Claims Against the Issuing Entity.  The Indenture Trustee shall comply with TIA §
311(a), excluding any creditor relationship listed


 


36
















 


in TIA § 311(b). 
An Indenture Trustee who has resigned or been removed shall be subject
to TIA § 311(a) to the extent indicated.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


37

















 


ARTICLE VII

Noteholders’ Lists and Reports


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


38

















 


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


 


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


 


ARTICLE VIII

Accounts, Disbursements and Releases


 


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


 


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


 


(b)   On or before each Payment Date, the Total Distribution Amount with
respect to the preceding Collection Period will be deposited in the Collection
Account as provided in Section 5.3
of the Sale and Servicing Agreement.  On
or before each Payment Date, the First Principal Payment Amount and Noteholders’
Distributable Amount with respect to the preceding Collection Period will be
transferred to the Note Distribution Account as provided in Sections 5.5 and 5.6 of the Sale
and Servicing Agreement[, and the Turbo Principal Payment Amount as of such
Payment Date will be transferred to the Note Distribution Account as provided
in Section 5.6(b)(x) of the Sale
and Servicing Agreement].


 


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


 


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


 


39

















 


the amount due under each
Interest Rate Swap Agreement as Net Swap Payments (including interest on any
overdue Net Swap Payments);


 


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


 


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


 


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


 


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


 


(C)           to
the A-3 Noteholders, until the Outstanding principal balance of the A-3 Notes
is reduced to zero;


 


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


 


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


 


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


 


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


 


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


 


40

















 


(C)           to
the A-3 Noteholders, until the Outstanding principal balance of the A-3 Notes
is reduced to zero;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


41

















 


required by the immediately
preceding clause (x), such money
or property shall be used to pay any remaining Priority Swap Termination
Payments due and payable under the Class A Swap Agreements before any such
money or property shall be distributed pursuant to Sections
8.2(e)(iii) through (vii);


 


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


 


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


 


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


 


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


 


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


 


(f)    [Reserved].


 


(g)   [Reserved].


 


SECTION 8.3.              General
Provisions Regarding Accounts. 
(a)  So long as no Default or Event of Default shall have occurred
and be continuing, all or a portion of the funds in the Trust Accounts shall be
invested in Eligible Investments and reinvested by the Indenture Trustee upon
Issuing Entity Order, subject to the provisions of Section 5.1(b) of
the Sale and Servicing Agreement.  All
income or other gain from investments of monies deposited in the Trust Accounts
shall be deposited by the Indenture Trustee in the Collection Account, and any
loss or expenses resulting from such investments shall be charged to such
account.  The Issuing Entity will not
direct the Indenture Trustee to make any investment of any funds or to sell any
investment held in any of the Trust Accounts unless the security interest
granted and perfected in such account will continue to be perfected in such
investment or the proceeds of such sale, in either case without any further
action by any Person, and, in connection with any direction to the Indenture
Trustee to make any such investment or sale, if requested by the Indenture
Trustee, the Issuing Entity shall deliver to the Indenture Trustee an Opinion
of Counsel to such effect.


 


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


 


42

















 


Indenture Trustee’s liability does not extend to any
actions constituting willful misconduct, negligence or bad faith.


 


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


 


(d)   [Reserved].


 


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


 


(b)   The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due to the Indenture Trustee pursuant to Section 6.7 and the Counterparties under the Interest
Rate Swap Agreements have been paid, release any remaining portion of the Trust
Estate that secured the Notes from the Lien of this Indenture and release to
the Issuing Entity or any other Person entitled thereto any funds then on
deposit in the Trust Accounts.  The
Indenture Trustee shall release property from the Lien of this Indenture
pursuant to this paragraph only upon receipt of an Issuing Entity Request
accompanied by an Officer’s Certificate, an Opinion of Counsel, and (if
required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and
314(d)(1) meeting the applicable requirements of Section 11.1
or an Opinion of Counsel in lieu of such Independent Certificates to the effect
that the TIA does not require any such Independent Certificates.


 


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


 


43

















 


certificate or other instrument delivered to the
Indenture Trustee in connection with any such action.  Notwithstanding anything herein to the
contrary, any such Opinion of Counsel shall include each Counterparty as an
addressee thereof.


 


ARTICLE IX

Supplemental Indentures


 


SECTION 9.1.              Supplemental
Indentures Without Consent of Noteholders.


 


(a)   Without the consent of the Holders of Notes but with prior written
notice to the Rating Agencies (which notice shall be given pursuant to Section 11.21), the Issuing Entity, the Counterparties
and the Indenture Trustee, when authorized by an Issuing Entity Order, at any
time and from time to time, may enter into one or more indentures supplemental
hereto (which shall conform to the TIA as in force at the date of the execution
thereof), in form satisfactory to the Indenture Trustee, for any of the
following purposes:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(viii)        to modify, eliminate or add to the
provisions of this Indenture to such extent as shall be necessary to effect the
qualification of this Indenture under the TIA or 


 


44

















 


under any similar federal
statute hereafter enacted and to add to this Indenture such other provisions as
may be expressly required by the TIA; or


 


(ix)           to amend the “Specified Spread Account Balance” definition
in a manner that results in an increase in the amounts required to be on
deposit in the Spread Account pursuant to such definition.


 


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


 


(b)   The Issuing Entity and the Indenture Trustee, when authorized by
an Issuing Entity Order, may, without the consent of any of the Holders of
Notes but with prior written notice to the Counterparties and the Rating
Agencies (which notice shall be given pursuant to Section 11.21),
enter into an indenture or indentures supplemental hereto to cure any
ambiguity, to correct or supplement any provisions in this Indenture or for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the
rights of the Holders of Notes under this Indenture; provided,
however, that such action shall not, as
evidenced by an Officer’s Certificate of the Seller, adversely affect in any
material respect the interests of any Noteholder.  A supplemental indenture shall be deemed not
to adversely affect in any material respect the interests of any Class of
Notes if the Rating Agency Condition has been satisfied with respect to such
supplemental indenture for such Class of Notes.


 


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


 


SECTION 9.2.              Supplemental
Indentures With Consent of Noteholders.  The Issuing Entity and the Indenture Trustee,
when authorized by an Issuing Entity Order, may, with prior written notice to
the Counterparties and the Rating Agencies (which notice shall be given
pursuant to Section 11.21) and with the consent
of the Holders of Notes evidencing not less than a majority of the Outstanding
Amount of the Notes, by Act of such Holders delivered to the Issuing Entity and
the Indenture Trustee, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of the Holders of Notes under this Indenture; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Note affected thereby:


 


(i)            delay the Class Final Scheduled Maturity Date of any
Note, or reduce the principal amount thereof, the interest rate thereon or the
Redemption Price with respect 


 


45

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Promptly
after the execution by the Issuing Entity and the Indenture Trustee of any
supplemental indenture pursuant to this Section, the Indenture Trustee shall
mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of such
supplemental indenture.  Any failure of
the Indenture 


 


46

















 


Trustee
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.


 


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


 


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


 


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


 


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


 


SECTION 9.6.              Reference
in Notes to Supplemental Indentures.  Notes authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and
if required by the Indenture Trustee shall, bear a notation in form approved by
the Indenture Trustee as to any matter provided for in such supplemental
indenture.  If the Issuing Entity or the
Indenture Trustee shall so determine, new Notes so modified as to conform, in
the opinion of the Indenture Trustee and the Issuing Entity, to any such
supplemental indenture may be prepared and executed by the Issuing Entity and
authenticated and delivered by the Indenture Trustee in exchange for
Outstanding Notes.


 


SECTION 9.7.              Amendment
without Consent.  Notwithstanding
anything herein to the contrary (other than as provided in Section 9.1(c) and
Section 9.2), any term or provision



 


47

















 


of this Agreement may be amended by the Issuing
Entity and the Indenture Trustee without the consent of the Noteholders or any
other Person to add, modify or eliminate any provisions as may be necessary or
advisable in order to comply with or obtain more favorable treatment for the
Issuing Entity, the Seller or any of their Affiliates under or with respect to
any law or regulation or any accounting rule or principle (whether now or
in the future in effect); it being a condition to any such amendment that the
Rating Agency Condition shall have been satisfied.


 


SECTION 9.8.              Backup Servicer
Consent. Notwithstanding any other provision to the contrary,
for so long as there is a Backup Servicer, the Issuing Entity and the Indenture
Trustee shall not, without the consent of the Backup Servicer (such consent is
not to be unreasonably withheld), make, execute, acknowledge or deliver
amendments to this Indenture or enter into any supplemental indentures hereto
or thereto or otherwise waive or amend any provision of this Indenture if such
action shall have, or it is expected may have, a material adverse effect on the
Backup Servicer or any Successor Servicer.


 


ARTICLE X

Redemption of Notes


 


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


 


(b)   Reserved.


 


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


 


All
notices of redemption shall state:


 


(i)            the Redemption Date;


 


(ii)           the Redemption Price;


 


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


 


(iv)          the CUSIP numbers of the affected Notes.


 


48
















 


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


 


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


 


ARTICLE XI

Miscellaneous


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


49

















 


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


 


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


 


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


 


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


 


(v)           Notwithstanding Section 2.9
or any other provision of this Section, the Issuing Entity may, without
compliance with the requirements of the other provisions of this Section:  (A) collect, liquidate, sell or
otherwise dispose of Receivables and Financed Equipment as and to the extent
permitted or required by the Basic Documents and (B) make cash payments
out of the Trust Accounts as and to the extent permitted or required by the Basic
Documents so long as the Issuing Entity shall deliver to the Indenture Trustee
every six months, commencing [Month Day], 20XX, an Officer’s Certificate of 


 


50

















 


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


 


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


 


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


 


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


 


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


 


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


 


51

















 


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


 


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


 


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


 


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


 


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


 


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


 


(b)   the Issuing Entity by the Indenture Trustee or by any Noteholder,
shall be sufficient for every purpose hereunder if in writing and mailed,
first-class, postage prepaid, to the Issuing Entity addressed to:  CNH Equipment Trust 20XX-Y, in care of
[Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington,
Delaware 19890, Attention: Corporate Trust Administration, (facsimile: (302)
636-4140)], and to New Holland Credit Company, LLC, as Administrator, 100
Brubaker Avenue, New Holland Pennsylvania, 17557, Attention: Finance Manager,
(facsimile: (630) 887-5448); with a copy to: New Holland Credit Company, LLC,
6900 Veterans Boulevard, Burr Ridge, Illinois 60527, Attention: Assistant
Treasurer, (facsimile: (630) 887-5448), or at any other address or facsimile
number previously furnished in writing to the Indenture Trustee by the Issuing
Entity or the Administrator.  The Issuing
Entity shall promptly transmit any notice received by it from the Noteholders
to the Indenture Trustee and the Counterparties, or


 


(c)   the Counterparties by the Issuing Entity or the Indenture Trustee,
shall be sufficient for every purpose hereunder if in writing and mailed,
first-class postage prepaid, hand delivered or sent by overnight courier
service or by telecopy in legible form to the Counterparties addressed to:         , or at any other address or facsimile



 


52

















 


number previously furnished
in writing to the Issuing Entity or the Indenture Trustee by the applicable
Counterparty.


 


Subject
to Section 11.21, notices required to
be given to the Rating Agencies by the Issuing Entity, the Counterparties, the
Indenture Trustee or the Trustee shall be in writing, personally delivered or
mailed by certified mail, return receipt requested, or by facsimile to their
respective addresses or facsimile numbers set forth above or, to the extent not
set forth there, as set forth in Section 10.3
of the Sale and Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


53

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


54

















 


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


 


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


 


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


 


55

















 


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


 


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


 


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


 


56

















 


with or obtain more favorable treatment for the
Issuing Entity, the Seller or any of their Affiliates under any current or
future law, rule, regulation, accounting rule or principle.


 


SECTION 11.21.          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.


 


[the remainder of this page intentionally left blank]


 


57

















 


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


 


	
   

  	
  CNH
  EQUIPMENT TRUST 20XX-Y

  
	
   

  	
   

  
	
   

  	
  By:

  	
  [Wilmington Trust Company],

  
	
   

  	
   

  	
  not in its individual capacity but solely

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  [THE
  BANK OF NEW YORK MELLON TRUST COMPANY, N.A.],

  
	
   

  	
  not
  in its individual capacity but solely

  
	
   

  	
  as
  Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 
















 


APPENDIX A

Definitions


 


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


 


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


 


“A-1 Note Final Scheduled Maturity Date” means the [Month
Day], 20XX Payment Date.


 


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


 


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


 


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


 


“A-2 Note Final Scheduled Maturity Date” means the [Month
Day], 20XX Payment Date.


 


“A-2 Note Rate” means         %
per annum, computed on the basis of a 360-day year of twelve 30-day months.


 


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


 


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


 


“A-3 Note Final Scheduled Maturity Date” means the [Month
Day], 20XX Payment Date.


 


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


 


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


 


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


 


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


 


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


 


“A-4a Note Final Scheduled Maturity Date” means the [Month
Day], 20XX Payment Date.


 


Appendix A (Page 1)

















 


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


 


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


 


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


 


“A-4b Note Final Scheduled Maturity Date” means the [Month
Day], 20XX Payment Date.


 


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


 


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


 


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


 


“Administration Agreement” means the Administration Agreement
dated as of [Month Day], 20XX among the Administrator, the Issuing Entity, the
Indenture Trustee and the Trustee.


 


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


 


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


 


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


 


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


 


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


 


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


 


Appendix A (Page 2)

















 


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


 


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


 


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


 


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


 


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


 


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


 


	
  Payment Date

  	
   

  	
  Percentage

  	
   

  
	
  [Month]
  20XX 

  	
   

  	
   

  	
  %

  
	
  [Month]
  20XX

  	
   

  	
   

  	
  %

  
	
  [Month]
  20XX 

  	
   

  	
   

  	
  %

  
	
  [Month]
  20XX 

  	
   

  	
   

  	
  %

  



 


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


 


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


 


“Backup Servicer Account [Initial] Deposit” means $               .


 


Appendix A (Page 3)

















 


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


 


“Backup Servicer Account Required Amount” means, initially,
the Backup Servicer Account [Initial]  Deposit;
provided, however, the Backup Servicer Account Required Amount may be reduced
by the Servicer if (a) Moody’s shall have been given at least 10 Business
Days’ prior notice thereof and shall have not notified the Issuing Entity and
the Indenture Trustee that such reduction will result in a reduction or
withdrawal by Moody’s of its then current rating of any Outstanding Class of
the Notes (to the extent Moody’s is hired by CNHCA to rate the Notes and is
then rating the Notes), (b) [SST] is no longer acting as Backup Servicer
or has otherwise consented to such reduction (such consent shall not be
unreasonably withheld) and (c) [SST] as Backup Servicer has been paid any
accrued and unpaid amounts due to it.


 


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


 


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


 


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


 


“Backup Servicing Agreement” means the Backup Servicing
Agreement, dated as of [Month Day]. 20XX, entered into by the Issuing Entity,
the Seller, the Servicer and the Backup Servicer.


 


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


 


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


 


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


 


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


 


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


 


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


 


Appendix A (Page 4)

















 


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


 


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


 


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


 


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


 


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


 


“Class” means any class of Notes.


 


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


 


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


 


“Class A Swap Agreements” means the Class A-4b Swap
Agreement.


 


“Class A Swap Termination Payments” or “Swap Termination Payments” means the Class A-4b
Swap Termination Payment.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Appendix A (Page 5)

















 


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


 


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


 


“Class B Note Final Scheduled Maturity Date” means the
[Month Day], 20XX Payment Date.


 


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


 


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


 


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


 


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


 


“Class Interest Shortfall” means, with respect to any
Payment Date (the “current Payment Date”) and any Class of Notes, the
excess of the Class Interest Amount for the preceding Payment Date over
the amount in respect of interest on that Class of Notes that was actually
deposited in the Note Distribution Account on such preceding Payment Date, plus
interest on such excess, to the extent permitted by law, at a rate per annum
equal to the Interest Rate on that Class of Notes, from such preceding
Payment Date to but excluding the current Payment Date.


 


Appendix A (Page 6)

















 


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


 


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


 


“Closing Date” means [Month Day], 20XX.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CNHCR Assets” is defined in [Section 2.1][Section 2.2]
of the Sale and Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Commission” means the Securities and Exchange Commission.


 


Appendix A (Page 7)

















 


[“Consumer Receivables Originator” means [      ]
and [             ],
each a “[Consumer Receivables Orignator]”.


 


“Contract” means a Retail Installment Contract.


 


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


 


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


 


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


 


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


 


“Corporate Trust Office” means, (a) with respect to the
Indenture Trustee, the office of the Indenture Trustee in Illinois at which at
any particular time its corporate trust business shall be administered, and all
notices to the Indenture Trustee shall be directed to the Indenture Trustee’s
office located at              ,
Attention:              ;
or at such other address as the Indenture Trustee may designate from time to
time by notice to the Noteholders and the Seller, or the principal corporate
trust office of any successor Indenture Trustee (the address of which the successor
Indenture Trustee will notify the Noteholders and the Seller), and (b) with
respect to the Trustee, the principal corporate trust office of the Trustee
located at                      ,
Attention:                    ;
or at such other address as the Trustee may designate from time to time by
notice to the Certificateholders and the Depositor, or the principal corporate
trust office of any successor Trustee (the address of which the successor
Trustee will notify the Certificateholders and the Depositor).


 


“Counterparties” or “Counterparty”
means the Class A-4b Counterparty.


 


Appendix A (Page 8)

















 


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


 


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


 


	
  Payment Date

  	
   

  	
  Percentage

  	
   

  
	
  [Month]
  20XX 

  	
   

  	
   

  	
  %

  
	
  [Month]
  20XX 

  	
   

  	
   

  	
  %

  
	
  [Month]
  20XX 

  	
   

  	
   

  	
  %

  
	
  [Month]
  20XX 

  	
   

  	
   

  	
  %

  



 


“Cutoff Date” means[, (a) with respect to any Initial
Receivable, the Initial Cutoff Date, and (b) with respect to any
Subsequent Receivable, the applicable Subsequent Cutoff Date][Month Day, 20XX].


 


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


 


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


 


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


 


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


 


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


 


Appendix A (Page 9)

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Appendix A (Page 10)

















 


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


 


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


 


(b)           demand
deposits, time deposits or certificates of deposit of any depository
institution or trust company incorporated under the laws of the United States
of America or any State (or any domestic branch of a foreign bank) and subject
to supervision and examination by federal or State banking or depository
institution authorities; provided, however, that at the time of the investment
or contractual commitment to invest therein, the commercial paper or other
short-term senior unsecured debt obligations (other than such obligations the
rating of which is based on the credit of a Person other than such depository
institution or trust company) thereof shall have a credit rating from each of
the Rating Agencies in the highest investment category granted thereby;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Appendix A (Page 11)

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Appendix A (Page 12)

















 


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


 


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


 


“Floating Rate Notes” means the Class A-4b Notes.


 


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


 


[“Funding Period” means the period from and including the
Closing Date and ending on the earliest of: 
(a) the Determination Date on which the amount on deposit in the
Pre-Funding Account (after giving effect to any transfers therefrom in
connection with the transfer of Subsequent Receivables to the Issuing Entity on
or before such Determination Date) is less than $         , (b) the date on which an Event
of Default or a Servicer Default occurs, (c) the date on which an
Insolvency Event occurs with respect to the Seller or the Servicer and (d) the
close of business on the [Month], 20XX Payment Date.]


 


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


 


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


 


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


 


“Indenture” means the Indenture dated as of [Month Day], 20XX
between the Issuing Entity and the Indenture Trustee, as the same may be
amended and supplemented from time to time.


 


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


 


Appendix A (Page 13)
















 


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


 


“Independent Certificate” means a certificate or opinion to
be delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1 of the Indenture, made by an
Independent appraiser or other expert appointed by an Issuing Entity Order in
the exercise of reasonable care and approved by the Indenture Trustee, and such
opinion or certificate shall State that the signer has read the definition of “Independent”
in the Indenture and that the signer is Independent within the meaning thereof.


 


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


 


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


 


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


 


[“Initial Cutoff Date” means [Month Day], 20XX.]


 


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


 


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


 


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


 


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


 


“Insolvency Event” means, with respect to a specified
Person:  (a) the filing of a decree or
order for relief by a court having jurisdiction in the premises in respect of
such Person or any substantial part of its property in an involuntary case
under any applicable federal or State bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for such Person or for any
substantial part of its property, or ordering the winding-up or liquidation of
such Person’s affairs, and such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days, or (b) the commencement by such
Person of a voluntary case under any applicable federal or State bankruptcy,
insolvency or other similar law now or hereafter in effect, or the consent by 


 


Appendix A (Page 14)

















 


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


 


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


 


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


 


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


 


“Interest Rate Swap Agreements” or “Interest
Rate Swap Agreement” means the Class A-4b Swap Agreement.


 


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


 


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


 


“Issuing Entity” means CNH Equipment Trust 20XX-Y until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained in the Indenture and required by the TIA, each other
obligor on the Notes.


 


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


 


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


 


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


 


“Lien” means a security interest, lien, charge, pledge,
equity or encumbrance of any kind, other than (i) tax liens, mechanics’ liens
and any liens that attach to the related Receivable by 


 


Appendix A (Page 15)

















 


operation
of law as a result of any act or omission by the related Obligor and (ii) any
lien against the Financed Equipment resulting from a cross-collateralization
provision in the related Contract.


 


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


 


“Liquidation Proceeds” means, with respect to any Liquidated
Receivable, the monies collected in respect thereof from whatever source
(including the proceeds of insurance policies with respect to the related
Financed Equipment (to the extent not used to purchase Substitute Equipment) or
Obligor and payments made by a Dealer pursuant to the related Dealer Agreement
with respect to such Receivable), other than Recoveries, net of the sum of any
amounts expended by the Servicer in connection with such liquidation and any
amounts required by law to be remitted to the Obligor on such Liquidated
Receivable.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Appendix A (Page 16)

















 


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


 


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


 


[“Negative Carry Account Initial Deposit” means $        .]


 


[“Negative Carry Amount” means an amount for each Payment Date
calculated by the Servicer as the difference (if positive) between:  (a) the product of:  (i) the sum of the Class Interest Amounts for
each Class of Notes for such Payment Date multiplied by (ii) the Pre-Funded
Percentage as of the immediately prior Payment Date (or, in the case of the
first Payment Date, the Closing Date) minus (b) the Pre-Funding Account
Investment Earnings.]


 


“Net Swap Payments” or “Net Swap Payment”
means the Class A-4b Net Swap Payment.


 


“Net Swap Receipts” or “Net Swap Receipt”
means the Class A-4b Net Swap Receipt.


 


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


 


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


 


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


 


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


 


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


 


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


 


Appendix A (Page 17)

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Originator” means CNHCA.


 


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


 


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


 


(ii)           Notes
or portions thereof the payment for which money in the necessary amount has
been theretofore deposited with the Indenture Trustee or any Paying Agent in
trust for the Holders of such Notes (provided,
however, that 


 


Appendix A (Page 18)

















 


if
such Notes are to be redeemed, notice of such redemption has been duly given
pursuant to the Indenture); and


 


(iii)          Notes
in exchange for or in lieu of other Notes that have been authenticated and
delivered pursuant to the Indenture unless proof satisfactory to the Indenture
Trustee is presented that any such Notes are held by a bona fide purchaser; provided, that in determining whether the
Holders of the requisite Outstanding Amount of the Notes have given any
request, demand, authorization, direction, notice, consent or waiver hereunder
or under any Basic Document, Notes owned by the Issuing Entity, any other
obligor upon the Notes, the Seller or any Affiliate of any of the foregoing
Persons shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Indenture Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Notes that a Responsible Officer of the Indenture Trustee actually knows
to be so owned shall be so disregarded. Notes so owned that have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Indenture Trustee the pledgee’s right so to act with
respect to such Notes and that the pledgee is not the Issuing Entity, any other
obligor upon the Notes, the Seller or any Affiliate of any of the foregoing
Persons.


 


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


 


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


 


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


 


“Payment Date” means, with respect to each Collection Period,
the fifteenth day of the calendar month following the end of that Collection
Period, or, if such day is not a Business Day, the next Business Day,
commencing on [Month Day], 20XX, provided that if any A-1 Notes remain
Outstanding after giving effect to distributions on the [Month] 20XX Payment
Date, [Month Day], 20XX shall constitute a Payment Date solely with respect to
the A-1 Notes.


 


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


 


“Pool Balance” means, at any time, the sum of the aggregate
Contract Values of the Receivables as of the beginning of a Collection Period
(after giving effect to all payments 


 


Appendix A (Page 19)

















 


received
from Obligors and Purchase Amounts to be remitted by the Servicer, CNHCA or the
Seller, as the case may be, with respect to the preceding Collection Period, if
any, and all Realized Losses on Receivables liquidated during such preceding
Collection Period, if any) less the aggregate Write Down Amount as of the last
day of the preceding Collection Period, if any.


 


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


 


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


 


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


 


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


 


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


 


[“Pre-Funding Account Initial Deposit” means $        .]


 


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


 


“Preliminary Prospectus” means the prospectus dated [Month
Day], 20XX, and the prospectus supplement (subject to completion, dated [Month
Day], 20XX), relating to the Class A Notes and Class B Notes.


 


“Preliminary Prospectus Date” means the date of the
preliminary prospectus supplement (subject to completion) included in the
Preliminary Prospectus.


 


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


 


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


 


Appendix A (Page 20)

















 


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


 


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


 


“Priority Swap Termination Payment” shall mean any Class A-4b
Swap Termination Payment payable by the Issuing Entity relating to (i) an early
termination of the Class A-4b Swap Agreement, following an “Event of Default”
or “Termination Event” for which the applicable Counterparty is not the “Defaulting
Party” or sole “Affected Party” or (ii) an early termination of the Class A-4b
Swap Agreement,  as a result of a “Tax
Event” or “Illegality” (terms in quotations in the foregoing definition shall
have the respective meanings assigned to such terms in the Class A-4b Swap
Agreement).


 


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


 


“Prospectus” means the prospectus dated [Month Day], 20XX and
the prospectus supplement dated [Month Day], 20XX, relating to the Class A Notes
and Class B Notes.


 


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


 


“Purchase Agreement” means the Purchase Agreement dated as of
[Month Day], 20XX between the Seller and CNHCA, as the same may be amended and supplemented
from time to time, which term shall also include, as the context requires, the
Liquidity Receivables Purchase Agreement.


 


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


 


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


 


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


 


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


 


Appendix A (Page 21)

















 


Collection
Period by CNHCA pursuant to Section 9.1(a)
of the Sale and Servicing Agreement and Section
6.2 of the Purchase Agreement.


 


“Rating Agency” means, to the extent the applicable following
rating agency is hired by CNHCA to rate the Notes and such rating agency is
still rating such Notes, each of [Fitch], [Moody’s] and [Standard & Poor’s].


 


“Rating Agency Condition” means, with respect to any action,
that (with respect to each of the following rating agencies to the extent the
following rating agency is hired by CNHCA to rate the Notes and such rating
agency is still rating such Notes) (i) Standard & Poor’s shall have
notified the Seller, the Servicer, the Trustee and the Indenture Trustee in
writing that such action will not result in a reduction or withdrawal of its
then current rating of any Class of the Notes, and (ii) Fitch and Moody’s shall
have been given at least 10 Business Days’ prior notice thereof and Moody’s
shall have not notified the Issuing Entity and the Indenture Trustee that such
action will result in a reduction or withdrawal of its then current rating of
any Class of the Notes.


 


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


 


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


 


“Receivable” means [any Contract included in the Schedule of
Receivables delivered by CNHCA to CNHCR on the Closing Date or the Schedule of
Receivables delivered by the Servicer to the Trustee on the Closing Date]
[collectively, any Contract listed on the Assignment and each Subsequent
Transfer Assignment or the Schedule of Receivables delivered on any Subsequent
Transfer Date] (other than Reacquired Receivables).


 


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


 


“Record Date” means, with respect to a Payment Date or
Redemption Date, the close of business on the fourteenth day of the calendar month
in which such Payment Date or Redemption Date occurs, or, if Definitive Notes
are issued, the close of business on the last day of the calendar month
preceding the month of such Payment Date, whether or not such day is a Business
Day, or if Definitive Notes were not outstanding on such date, the date of
issuance of the Definitive Note, and with respect to the A-1 Note Final
Scheduled Maturity Date, [Month Day], 20XX.


 


Appendix A (Page 22)

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(d)           an
Event of Default;


 


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


 


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


 


Appendix A (Page 23)

















 


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


 


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


 


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


 


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


 


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


 


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


 


“Sale and Servicing Agreement”
means the Sale and Servicing Agreement, dated as of [Month Day], 20XX among the
Issuing Entity, the Seller and the Servicer.


 


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


 


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


 


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


 


Appendix A (Page 24)

















 


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


 


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


 


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


 


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


 


“Seller” means CNHCR.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Specified Discount Factor” equals                   %.


 


“Specified Spread Account Balance” means on the Closing Date,                              %
of the sum of the Pool Balance as of the [Initial] Cutoff Date and on any Payment
Date thereafter the lesser of, (a)        
% of the [sum of (i) the] Pool Balance as of the [Initial] Cutoff Date
[plus (ii) the aggregate Contract Value of all Subsequent Receivables sold to
the Trust as of their respective Cutoff Dates]  and
(b) the outstanding principal amount of the Notes.  However, if (A)
the Specified Spread Account Reduction Trigger is met on the Payment Date in
[Month] 20XX or any Payment Date thereafter, the percentage in clause (a) will be reduced to      
%        on such Payment Date and will remain at
such percentage for each Payment Date thereafter unless further reduced on the
Payment Dates as provided in the following clauses
(B), (C) or (D);
(B) if the Specified Spread
Account Reduction Trigger is met on the Payment Date in [Month] 20XX or any
Payment Date thereafter, the percentage in clause
(a) of the preceding sentence will be 


 


Appendix A (Page 25)

















 


reduced
to                      %
on such Payment Date (regardless of whether the Specified Spread Account
Reduction Trigger was met on the Payment Date in [Month] 20XX or any Payment
Date thereafter and will remain at such percentage for each Payment Date
thereafter unless further reduced on the Payment Date as provided in the
following clause (C) or (D);
(C) the Specified Spread Account
Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment
Date thereafter, the percentage in clause
(a) of the preceding sentence will be reduced to            %
on such Payment Date (regardless of whether the Specified Spread Account
Reduction Trigger was met on the Payment Dates in [Month] 20XX or any Payment
Date thereafter or [Month] 20XX or any Payment Date thereafter) and will remain
at such percentage for each Payment Date thereafter unless further reduced on
the Payment Date as provided in the following clause (D);
and (D) the Specified Spread Account
Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment
Date thereafter, the percentage in clause (a) of
the preceding sentence will be reduced to                       %
on such Payment Date (regardless of whether the Specified Spread Account
Reduction Trigger was met on the Payment Dates in [Month] 20XX or any Payment
Date thereafter, [Month] 20XX or any Payment Date thereafter or [Month] 20XX or
any Payment Date thereafter) and will remain at such percentage for each
Payment Date thereafter.  In addition to
the ability to amend the “Specified Spread Account Balance” definition pursuant
to Section 9.1(a) of the Indenture, the
Specified Spread Account Balance may also be reduced or modified without the
consent of the Holders of the Notes if the Rating Agency Condition is satisfied
with respect to such reduction or modification.


 


“Specified Spread Account Reduction Trigger” for the Payment
Dates in [Month] 20XX, [Month] 20XX, [Month] 20XX or [Month] 20XX or any
Payment Date after such Payment Dates will be met if the Average Delinquency
Ratio Test and the Cumulative Net Loss Ratio Test for such Payment Date are met
on such Payment Date or a Payment Date thereafter.


 


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


 


[“Spread Account Deposit” means,  $                    .]


 


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


 


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


 


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


 


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


 


“Stated Fixed Interest Rate Swap Rate” means with respect to
the Class A-4b Notes, the fixed interest rate of         %.


 


Appendix A (Page 26)
















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“TIA” means the Trust Indenture Act.


 


“Total Distribution Amount” means, with respect to any
Payment Date, the aggregate amount of collections on or with respect to the
Receivables [(including collections received after the end of the preceding
calendar month on any Subsequent Receivables added to the Trust after the end
of that preceding calendar month and on or before that Payment Date)] with
respect to the related Collection Period [plus the Negative Carry Amount for
such Payment Date].  Collections on or
with respect to the Receivables include all payments made by or on behalf of
the Obligors (including any late fees, prepayment charges, extension fees and
other administrative fees or similar charges allowed by applicable law with
respect to the Receivables), any proceeds from insurance policies covering the
Financed Equipment (to the extent not used to purchase Substitute Equipment) or
related Obligor, Liquidation Proceeds, the Purchase Amount 


 


Appendix A (Page 27)

















 


of
each Receivable that became a Purchased Receivable in respect of the related
Collection Period (to the extent deposited into the Collection Account), Investment
Earnings for such Payment Date, payments made by a Dealer pursuant to the
related Dealer Agreement with respect to such Receivable, Net Swap Receipts
[and the Remaining Pre-Funded Amount,] on the Payment Date specified in Section 5.8(b) of the Sale and
Servicing Agreement; provided, however, that the Total Distribution
Amount shall not include:  (i) all
payments or proceeds (including Liquidation Proceeds) of any Receivables the
Purchase Amount of which has been included in the Total Distribution Amount in
a prior Collection Period[,][ or] (ii) any Recoveries [or (iii) amounts
released to the Seller from the Pre-Funding Account].


 


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


 


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


 


“Trust” means the Issuing Entity.


 


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


 


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


 


“Trust Agreement” means the Trust Agreement dated as of
[Month Day], 20XX between the Seller and the Trustee, as the same may be
amended and supplemented from time to time.


 


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


 


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


 


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


 


Appendix A (Page 28)

















 


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


 


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


 


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


 


[“Turbo Principal Payment Amount” is defined in Section 5.6(b)(x) of the Sale and Servicing
Agreement.]


 


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


 


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


 


“Underwriting Agreement” means the Underwriting Agreement
dated [Month Day], 20XX among                 and                 as
representatives of the several underwriters named therein, CNHCA and CNHCR.


 


“USD-LIBOR Reference Banks Rate” means the Class A-4b
USD-LIBOR Reference Banks Rate.


 


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


 


Appendix A (Page 29)

















 


EXHIBIT A-1

to Indenture


 


FORM OF A-1 NOTES


 


	
  REGISTERED

  	
  $             (1)

  
	
  No. R-1

  	
  CUSIP NO.

  



 


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


 


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


 


CNH EQUIPMENT TRUST 20XX-Y

%  CLASS A-1
ASSET BACKED NOTES


 


CNH
Equipment Trust 20XX-Y, a statutory trust organized and existing under the laws
of the State of Delaware (including any successor, the “Issuing
Entity”), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of                    ($              ),
partially payable on each Payment Date in an amount equal to the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the A-1 Notes pursuant to Section 3.1
of the Indenture; provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the [Month Day],
20XX Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture.  The Issuing Entity will pay interest on this
Note at the rate per annum shown above, on each Payment Date until the
principal of this Note is paid or made available for payment, on the principal
amount of this Note outstanding on the preceding Payment Date (after giving
effect to all payments of principal made on the preceding Payment Date),
subject to certain limitations contained in Section 3.1
of the Indenture.  Interest on this Note
will accrue for each Payment Date from the most recent Payment Date on which
interest has been paid to but excluding the then current Payment Date or, if no
interest has yet been paid, from the date hereof.  Interest will be computed on the basis of a
360-day year and the actual number of days in the applicable Interest
Period.  Such principal of and interest
on this Note shall be paid in the manner specified in the Indenture.


 






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


 


Exhibit A-1 (Page 1)

















 


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


 


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


 


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


 


Exhibit A-1 (Page 2)

















 


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


 


Dated:  [Month Day], 20XX


 


	
   

  	
  CNH
  EQUIPMENT TRUST 20XX-Y

  
	
   

  	
   

  
	
   

  	
  By:

  	
  [Wilmington
  Trust Company],

  
	
   

  	
   

  	
  not
  in its individual capacity but

  
	
   

  	
   

  	
  solely
  as Trustee under the

  
	
   

  	
   

  	
  Trust
  Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Exhibit A-1 (Page 3)

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:  [Month Day], 20XX


 


	
   

  	
  [THE
  BANK OF NEW YORK MELLON TRUST COMPANY, N.A.]

  
	
   

  	
  not
  in its individual capacity but solely

  
	
   

  	
  as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


Exhibit A-1 (Page 4)

















 


[REVERSE OF NOTE]


 


This
Note is one of a duly authorized issue of Notes of the Issuing Entity,
designated as its                 %
Class A-1 Asset Backed Notes (herein called the “A-1 Notes” or the “Notes”), all issued under an Indenture
dated as of [Month Day], 20XX (such Indenture, as supplemented or amended, is
herein called the “Indenture”)
between the Issuing Entity and [The Bank of New York Mellon Trust Company,
N.A.], not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor
Indenture Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuing Entity, the Indenture Trustee
and the Holders of the Notes.  The Notes
are subject to all terms of the Indenture. 
All terms used in this Note that are not otherwise defined herein and
that are defined in the Indenture shall have the meanings assigned to them in
or pursuant to the Indenture.


 


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


 


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


 


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


 


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


 


Each
Noteholder or Note Owner, by acceptance of a Note, or, in the case of a Note
Owner, a beneficial interest in a Note, covenants and agrees that by accepting
the benefits of the Indenture that such Noteholder will not at any time
institute against the Seller or the Issuing Entity, or join in any institution
against the Seller or the Issuing Entity of, any bankruptcy, reorganization or
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.


 


Exhibit A-1 (Page 5)

















 


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


 


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


 


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


 


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


 


Exhibit A-1 (Page 6)

















 


ASSIGNMENT


 


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


 


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


 




 





(name and address of assignee)


 


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


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
   

  	
   

  	
  Signature
  Guaranteed: 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  



 






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


 


Exhibit A-1 (Page 7)
















 


EXHIBIT A-2


to Indenture


 


FORM OF A-2 NOTES


 


	
  REGISTERED

  	
   

  	
   

  	
  $

  	
  (1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO.

  	
   

  
						



 


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


 


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


 


CNH EQUIPMENT TRUST 20XX-Y


% CLASS A-2 ASSET BACKED NOTES


 


CNH
Equipment Trust 20XX-Y, a statutory trust organized and existing under the laws
of the State of Delaware (including any successor, the “Issuing
Entity”), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of                  ($                             ) partially payable
on each Payment Date in an amount equal to the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal on the A-2
Notes pursuant to Section 3.1 of the
Indenture; provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the [Month Day],
20XX Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture. Except as
provided in Section 5.4 of the Indenture, no
payments of principal of the Notes will be made until the principal of the A-1
Notes has been paid in full. The Issuing Entity will pay interest on this Note
at the A-2 Note Rate, on each Payment Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made on the preceding Payment Date), subject to certain
limitations contained in Section 3.1
of the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but excluding
the then current Payment Date or, if no interest has yet been paid, from the
date hereof.  Interest will be computed
on the basis of a 360-day year consisting of twelve 30-day months.  Such principal of and interest on this Note
shall be paid in the manner specified in the Indenture.


 






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


 


Exhibit A-2 (Page 1)

















 


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


 


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


 


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


 


Exhibit A-2 (Page 2)

















 


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


 


	
  Dated:
  [Month Day], 20XX

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CNH
  EQUIPMENT TRUST 20XX-Y

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  [Wilmington
  Trust Company],

  
	
   

  	
  not
  in its individual capacity

  
	
   

  	
  but
  solely as Trustee

  
	
   

  	
  under
  the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Exhibit A-2 (Page 3)

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:  [Month Day], 20XX


 


	
   

  	
  [THE
  BANK OF NEW YORK MELLON TRUST COMPANY, N.A.],

  
	
   

  	
  not
  in its individual capacity but solely

  
	
   

  	
  as
  Indenture Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  



 


Exhibit A-2 (Page 4)

















 


[REVERSE OF NOTE]


 


This
Note is one of a duly authorized issue of the Issuing Entity, designated as its
                        
% Class A-2 Asset Backed Notes (herein called the “A-2 Notes”
or the “Notes”), all issued under an Indenture dated as of [Month Day], 20XX
(such Indenture, as supplemented or amended, is herein called the “Indenture”) between the Issuing Entity and [The Bank of New
York Mellon Trust Company, N.A.], not in its individual capacity but solely as
trustee (the “Indenture Trustee”, which term
includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights and obligations thereunder of the Issuing
Entity, the Indenture Trustee and the Holders of the Notes.  The Notes are subject to all terms of the
Indenture.  All terms used in this Note
that are not otherwise defined herein and that are defined in the Indenture
shall have the meanings assigned to them in or pursuant to the Indenture.


 


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


 


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


 


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


 


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


 


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


 


Exhibit A-2 (Page 5)

















 


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


 


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


 


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


 


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


 


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


 


Exhibit A-2 (Page 6)

















 


ASSIGNMENT


 


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


 


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


 




(name and address of assignee)





 


the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints


 


,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
   

  	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  



 






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


 


Exhibit A-2 (Page 7)

















 


EXHIBIT A-3


to Indenture


 


FORM OF A-3 NOTES


 


	
  REGISTERED

  	
   

  	
   

  	
  $

  	
  (1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO.

  	
   

  
						



 


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


 


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


 


CNH EQUIPMENT TRUST 20XX-Y


% CLASS A-3 ASSET BACKED NOTES


 


CNH
Equipment Trust 20XX-Y, a statutory trust organized and existing under the laws
of the State of Delaware (including any successor, the “Issuing
Entity”), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of                  ($                             ), partially
payable on each Payment Date in an amount equal to the aggregate amount, if
any, payable from the Note Distribution Account in respect of principal on the
A-3 Notes pursuant to Section 3.1
of the Indenture; provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the [Month Day],
20XX Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture. Except as
provided in Section 5.4 of the Indenture, no
payments of principal of the Notes will be made until the principal of the A-1
Notes and the A-2 Notes has been paid in full. The Issuing Entity will pay
interest on this Note at the A-3 Note Rate, on each Payment Date until the
principal of this Note is paid or made available for payment, on the principal
amount of this Note outstanding on the preceding Payment Date (after giving
effect to all payments of principal made on the preceding Payment Date),
subject to certain limitations contained in Section 3.1
of the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but excluding
the then current Payment Date or, if no interest has yet been paid, from the date
hereof.  Interest will be computed on the
basis of a 360-day year consisting of twelve 30-day months.  Such principal of and interest on this Note
shall be paid in the manner specified in the Indenture.


 






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


 


Exhibit A-3 (Page 1)

















 


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


 


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


 


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


 


Exhibit A-3 (Page 2)

















 


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


 


	
  Dated:  [Month Day], 20XX

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CNH
  EQUIPMENT TRUST 20XX-Y

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  [Wilmington
  Trust Company],

  
	
   

  	
  not
  in its individual capacity

  
	
   

  	
  but
  solely as Trustee

  
	
   

  	
  under
  the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Exhibit A-3 (Page 3)

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
  Dated:
  [Month Day], 20XX

  	
   

  
	
   

  	
   

  
	
   

  	
  [THE
  BANK OF NEW YORK MELLON TRUST COMPANY, N.A.],

  
	
   

  	
  not
  in its individual capacity but solely

  
	
   

  	
  as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  



 


Exhibit A-3 (Page 4)
















 


[REVERSE OF NOTE]


 


This
Note is one of a duly authorized issue of the Issuing Entity, designated as
its       % Class A-3 Asset Backed
Notes (herein called the “A-3 Notes” or
the “Notes”), all issued under an Indenture
dated as of [Month Day], 20XX (such Indenture, as supplemented or amended, is
herein called the “Indenture”)
between the Issuing Entity and [The Bank of New York Mellon Trust Company,
N.A.], not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor
Indenture Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuing Entity, the Indenture Trustee
and the Holders of the Notes.  The Notes
are subject to all terms of the Indenture. 
All terms used in this Note that are not otherwise defined herein and
that are defined in the Indenture shall have the meanings assigned to them in
or pursuant to the Indenture.


 


The
Notes, the A-1 Notes, the A-2 Notes and the A-4 Notes are and will be equally
and ratably secured by the collateral pledged as security therefor as provided
in the Indenture.


 


The
Issuing Entity shall pay interest on overdue installments of interest at the
A-3 Note Rate to the extent lawful.


 


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


 


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


 


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


 


Exhibit A-3 (Page 5)

















 


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


 


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


 


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


 


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


 


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


 


Exhibit A-3 (Page 6)

















 


ASSIGNMENT


 


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


 


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


 




(name and address of assignee)





 


the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints


 


,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
   

  	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  



 






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


 


Exhibit A-3 (Page 7)

















 


EXHIBIT A-4a

to Indenture


 


FORM OF A-4a NOTES


 


	
  REGISTERED

  	
   

  	
   

  	
  $

  	
  (1)

  
	
  No. R-1

  	
   

  	
  CUSIP NO.

  	
   

  
						



 


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


 


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


 


CNH EQUIPMENT TRUST 20XX-Y


% CLASS A-4a ASSET BACKED NOTES


 


CNH
Equipment Trust 20XX-Y, a statutory trust organized and existing under the laws
of the State of Delaware (including any successor, the “Issuing
Entity”), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of                  ($                             ), partially
payable on each Payment Date in an amount equal to the aggregate amount, if
any, payable from the Note Distribution Account in respect of principal on the
A-4a Notes pursuant to Section 3.1
of the Indenture; provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the [Month Day],
20XX Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture. Except as
provided in Section 5.4 of the Indenture, no
payments of principal of the Notes will be made until the principal of the A-1
Notes, the A-2 Notes and the A-3 Notes has been paid in full. The Issuing
Entity will pay interest on this Note at the A-4a Note Rate, on each Payment
Date until the principal of this Note is paid or made available for payment, on
the principal amount of this Note outstanding on the preceding Payment Date
(after giving effect to all payments of principal made on the preceding Payment
Date), subject to certain limitations contained in Section 3.1
of the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but excluding
the then current Payment Date or, if no interest has yet been paid, from the
date hereof.  Interest will be computed
on the basis of a 360-day year consisting of twelve 30-day months.  Such principal of and interest on this Note
shall be paid in the manner specified in the Indenture.


 






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


 


Exhibit A-4a (Page 1)

















 


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


 


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


 


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


 


Exhibit A-4a (Page 2)

















 


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


 


	
  Dated:  [Month Day], 20XX

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CNH
  EQUIPMENT TRUST 20XX-Y

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  [Wilmington
  Trust Company],

  
	
   

  	
  not
  in its individual capacity

  
	
   

  	
  but
  solely as Trustee

  
	
   

  	
  under
  the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Exhibit A-4a (Page 3)

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
  Dated:
  [Month Day], 20XX

  	
   

  
	
   

  	
   

  
	
   

  	
  [THE
  BANK OF NEW YORK MELLON TRUST COMPANY, N.A.],

  
	
   

  	
  not
  in its individual capacity but solely

  
	
   

  	
  as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  
	
   

  	
   

  



 


Exhibit A-4a (Page 4)

















 


[REVERSE OF NOTE]


 


This
Note is one of a duly authorized issue of the Issuing Entity, designated as its                               % Class A-4a
Asset Backed Notes (herein called the “A-4a Notes” or
the “Notes”), all issued under an Indenture
dated as of [Month Day], 20XX (such Indenture, as supplemented or amended, is
herein called the “Indenture”)
between the Issuing Entity and [The Bank of New York Mellon Trust Company,
N.A.], not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor
Indenture Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuing Entity, the Indenture Trustee
and the Holders of the Notes.  The Notes
are subject to all terms of the Indenture. 
All terms used in this Note that are not otherwise defined herein and
that are defined in the Indenture shall have the meanings assigned to them in
or pursuant to the Indenture.


 


The
Notes, the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4b Notes are and
will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture.


 


The
Issuing Entity shall pay interest on overdue installments of interest at the
A-4a Note Rate to the extent lawful.


 


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


 


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


 


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


 


Exhibit A-4a (Page 5)

















 


reorganization
or arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.


 


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


 


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


 


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


 


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


 


Exhibit A-4a (Page 6)

















 


ASSIGNMENT


 


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


 


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


 




(name and address of assignee)





 


the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints


 


,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
   

  	
   

  	
  Signature
  Guaranteed:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  



 






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


 


Exhibit A-4a (Page 7)
















 


EXHIBIT A-4b

to Indenture


 


FORM OF A-4b NOTES


 


	
  REGISTERED

  	
   

  	
  $

  	
  (1)

  
	
  No. R-1

  	
  CUSIP NO.

  	
   

  



 


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


 


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


 


CNH EQUIPMENT TRUST 20XX-Y


FLOATING RATE CLASS A-4b ASSET BACKED NOTES


 


CNH
Equipment Trust 20XX-Y, a statutory trust organized and existing under the laws
of the State of Delaware (including any successor, the “Issuing
Entity”), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of          ($          ),
partially payable on each Payment Date in an amount equal to the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the A-4b Notes pursuant to Section 3.1
of the Indenture; provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the [Month Day],
20XX Payment Date and the Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture. Except as
provided in Section 5.4 of the Indenture, no payments
of principal of the Notes will be made until the principal of the A-1 Notes,
the A-2 Notes and the A-3 Notes has been paid in full. The Issuing Entity will
pay interest on this Note at the A-4b Note Rate, on each Payment Date until the
principal of this Note is paid or made available for payment, on the principal
amount of this Note outstanding on the preceding Payment Date (after giving
effect to all payments of principal made on the preceding Payment Date),
subject to certain limitations contained in Section 3.1
of the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but excluding
the then current Payment Date or, if no interest has yet been paid, from the
date hereof.  Interest will be computed
on the basis of a 360-day year and the actual number of days in the applicable
Interest Period. Such principal of and interest on this Note shall be paid in
the manner specified in the Indenture.


 






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


 


Exhibit A-4b (Page 1)

















 


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


 


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


 


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


 


Exhibit A-4b (Page 2)

















 


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


 


Dated:
[Month Day], 20XX


 


	
   

  	
  CNH
  EQUIPMENT TRUST 20XX-Y

  
	
   

  	
   

  
	
   

  	
  By:
  [Wilmington Trust Company],

  
	
   

  	
  not
  in its individual capacity

  
	
   

  	
  but
  solely as Trustee

  
	
   

  	
  under
  the Trust Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Exhibit A-4b (Page 3)

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


Dated:
[Month Day], 20XX


 


	
   

  	
  [The
  Bank of New York Mellon Trust Company, 

  
	
   

  	
  N.A.],

  
	
   

  	
  not
  in its individual capacity but solely

  
	
   

  	
  as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


Exhibit A-4b (Page 4)

















 


[REVERSE OF NOTE]


 


This
Note is one of a duly authorized issue of the Issuing Entity, designated as its
Floating Rate Class A-4b Asset Backed Notes (herein called the “A-4b Notes” or the “Notes”), all issued under an Indenture
dated as of [Month Day], 20XX (such Indenture, as supplemented or amended, is
herein called the “Indenture”)
between the Issuing Entity and [The Bank of New York Mellon Trust Company,
N.A.], not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor
Indenture Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuing Entity, the Indenture Trustee
and the Holders of the Notes.  The Notes
are subject to all terms of the Indenture. 
All terms used in this Note that are not otherwise defined herein and
that are defined in the Indenture shall have the meanings assigned to them in
or pursuant to the Indenture.


 


The
Notes, the A-1 Notes, the A-2 Notes, the A-3 Notes and the A-4a Notes are and
will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture.


 


The
Issuing Entity shall pay interest on overdue installments of interest at the
A-4b Note Rate to the extent lawful.


 


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


 


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


 


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


 


Exhibit A-4b (Page 5)

















 


reorganization
or arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.


 


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


 


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


 


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


 


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


 


Exhibit A-4b (Page 6)

















 


ASSIGNMENT


 


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


 


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


 




 





(name and address of assignee)


 


the
within Note and all rights thereunder, and hereby irrevocably constitutes and
appoints


 


,
attorney, to transfer said Note on the books kept for registration thereof,
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
   

  	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  



 






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


 


Exhibit A-4b (Page 7)

















 


EXHIBIT A-5

to Indenture


 


FORM OF CLASS B NOTES


 


	
  REGISTERED

  	
   

  	
  $

  	
  (1)

  
	
  No. R-1

  	
  CUSIP NO.

  	
   

  



 


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


 


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


 


CNH EQUIPMENT TRUST 20XX-Y


% CLASS B ASSET BACKED NOTES


 


CNH
Equipment Trust 20XX-Y, a statutory trust organized and existing under the laws
of the State of Delaware (including any successor, the “Issuing
Entity”), for value received, hereby promises to pay to CEDE &
CO. or registered assigns, the principal sum of                           ($                        ),
partially payable on each Payment Date in an amount equal to the aggregate amount,
if any, payable from the Note Distribution Account in respect of principal on
the Class B Notes pursuant to Section 3.1
of the Indenture; provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
earlier of the [Month Day], 20XX Payment Date and the Redemption Date, if any,
pursuant to Section 10.1(a) of the
Indenture.  No payments of principal of
the Notes will be made on any Payment Date until the A-1 Notes, the A-2 Notes,
the A-3 Notes and the A-4 Notes have been paid in full.  The Issuing Entity will pay interest on this
Note at the rate per annum shown above, on each Payment Date until the
principal of this Note is paid or made available for payment, on the principal
amount of this Note outstanding on the preceding Payment Date (after giving
effect to all payments of principal made on the preceding Payment Date),
subject to certain limitations contained in Section 3.1
of the Indenture.  Interest on this Note
will accrue for each Payment Date from the most recent Payment Date on which
interest has been paid to but excluding the then current Payment Date or, if no
interest has yet been paid, from the date hereof.  Interest will be computed on the basis of a
360-day year consisting of twelve 30-day months.  Such principal of and interest on this Note
shall be paid in the manner specified in the Indenture.


 






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


 


Exhibit A-5 (Page 1)

















 


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


 


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


 


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


 


Exhibit A-5 (Page 2)

















 


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


 


	
  Dated:  [Month Day], 20XX

  	
   

  
	
   

  	
   

  
	
   

  	
  CNH
  EQUIPMENT TRUST 20XX-Y

  
	
   

  	
  By:

  	
  [Wilmington
  Trust Company],

  
	
   

  	
   

  	
  not in its individual
  capacity 

  
	
   

  	
   

  	
  but solely as Trustee

  
	
   

  	
   

  	
  under the Trust Agreement

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Exhibit A-5 (Page 3)

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
  Dated:  [Month Day], 20XX

  	
   

  
	
   

  	
   

  
	
   

  	
  [THE
  BANK OF NEW YORK MELLON TRUST 

  
	
   

  	
  COMPANY,
  N.A.],

  
	
   

  	
  not
  in its individual capacity but solely

  
	
   

  	
  as
  Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


Exhibit A-5 (Page 4)
















 


[REVERSE OF NOTE]


 


This
Note is one of a duly authorized issue of Notes of the Issuing Entity,
designated as its               %
Class B Asset Backed Notes (herein called the “Class B
Notes” or the “Notes”), all
issued under an Indenture dated as of [Month Day], 20XX (such Indenture, as
supplemented or amended, is herein called the “Indenture”)
between the Issuing Entity and [The Bank of New York Mellon Trust Company,
N.A.], not in its individual capacity but solely as trustee (the “Indenture Trustee”, which term includes any successor
Indenture Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuing Entity, the Indenture Trustee
and the Holders of the Notes.  The Notes
are subject to all terms of the Indenture. 
All terms used in this Note that are not otherwise defined herein and
that are defined in the Indenture shall have the meanings assigned to them in
or pursuant to the Indenture.


 


The
Class B Notes are and will be equally and ratably secured by the collateral
pledged as security therefor as provided in the Indenture, but the interest of
the Class B Noteholders in such collateral is subordinated and second to the rights
of the Class A Noteholders.


 


The
Issuing Entity shall pay interest on overdue installments of interest at the
Class B Note Rate to the extent lawful.


 


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


 


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


 


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


 


Exhibit A-5 (Page 5)

















 


reorganization
or arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.


 


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


 


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


 


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


 


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


 


Exhibit A-5 (Page 6)

















 


ASSIGNMENT


 


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


 


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


 




 





(name and address of assignee)


 


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


 


	
  Dated:

  	
   

  	
   

  	
  *

  
	
   

  	
   

  	
   

  	
  Signature Guaranteed:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

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

  
	
   

  	
   

  	
   

  



 






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


 


Exhibit A-5 (Page 7)

















 


EXHIBIT B

to Indenture


 


FORM OF SECTION 3.9 OFFICER’S CERTIFICATE


 


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

[2 North LaSalle Street, Suite 1020

Chicago, Illinois 60602]


 


Pursuant
to Section 3.9 of the Indenture,
dated as of [Month Day], 20XX (the “Indenture”)
between CNH Equipment Trust 20XX-Y (the “Issuing Entity”)
and [The Bank of New York Mellon Trust Company, N.A.], as Indenture Trustee,
the undersigned hereby certifies that:


 


(a)           a review of the activities of the
Issuing Entity during the previous fiscal year and of performance under the
Indenture has been made under the supervision of the undersigned; and


 


(b)           to the best knowledge of the
undersigned, based on such review, the Issuing Entity has complied with all
conditions and covenants under the Indenture throughout such year. [or, if
there has been a default in the compliance of any such condition or covenant,
this certificate is to specify each such default known to the undersigned and
the nature and status thereof]


 


	
   

  	
  CNH
  EQUIPMENT TRUST 20XX-Y

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Exhibit B (Page 1)

















 


Schedule P


 


1.             General.  The Indenture creates[, or with respect to
the Receivables that are Subsequent Receivables upon the transfer of such
Subsequent Receivables pursuant to the Subsequent Transfer Assignment will
create,] a valid and continuing security interest (as defined in the applicable
UCC) in all of the Issuing Entity’s right, title and interest in, to and under
(i) the Receivables, (ii) the security interests in the Financed Equipment
granted by Obligors pursuant to the Receivables, (iii) the Liquidity
Receivables Purchase Agreement (only with respect to Owned Contracts), (iv) the
Sale and Servicing Agreement (including all rights of the Seller under the
Liquidity Receivables Purchase Agreements and the Purchase Agreement assigned
to the Issuing Entity pursuant to the Sale and Servicing Agreement), and (v)
the Interest Rate Swap Agreements, in each case, in favor of the Indenture
Trustee, which, (a) security interest is enforceable upon execution of the
Indenture against creditors of and purchasers from the Issuing Entity as such
enforceability may be limited by applicable Debtor Relief Laws, now or
hereafter in effect, and by general principles of equity (whether considered in
a suit at law or in equity), and (b) upon filing of the financing statements
described in clause 4 below will
be prior to all other Liens.


 


2.             Characterization.  The Receivables constitute “tangible chattel
paper” within the meaning of UCC Section
9-102.  The rights granted
under the agreements described in clause 1(ii)
through (iv) constitute “general intangibles”
within the meaning of UCC Section 9-102.  The Issuing Entity has taken or will take all
steps necessary to perfect its security interest in the property securing the
Receivables within 10 days of the Closing Date.


 


3.             Creation.  Immediately prior to the grant to the
Indenture Trustee pursuant to the Indenture, the Issuing Entity owns and has
good and marketable title to, or has a valid security interest in, the
Receivables free and clear of any Lien, claim or encumbrance of any Person.


 


4.             Perfection.  The Issuing Entity has caused or will have
caused, within ten days of the Closing Date, the filing of all appropriate
financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest
granted to the Indenture Trustee under the Indenture in the Receivables.  With respect to the Collateral that
constitutes tangible chattel paper, the Servicer or a Subservicer, as
custodian, received possession of such tangible chattel paper after the
Indenture Trustee received a written acknowledgment (which is contained in the
Sale and Servicing Agreement) from such custodian that it is acting solely as
agent of the Indenture Trustee.  All
financing statements filed under this clause 4
contain a statement that “A purchase of or security interest in any collateral
described in this financing statement will violate the rights of the Secured
Party”.


 


5.             Priority.  Other than the security interest granted to
the Indenture Trustee pursuant to the Indenture, the Issuing Entity has not
pledged, assigned, sold, granted a security interest in, or otherwise conveyed
any of the Collateral.  The Issuing
Entity has not authorized the filing of and is not aware of any financing
statements against the Issuing Entity that include a description of collateral
covering the Collateral other than any financing statement (i) relating to the
security interest granted to the Indenture Trustee under the Indenture, (ii)
that has been terminated or relating to a security interest which has been
released, or (iii) that has been granted pursuant to 


 


Schedule P (Page 1)

















 


the
terms of the Basic Documents.  None of
the tangible chattel paper that constitutes or evidences the Collateral has any
marks or notations indicating that they have pledged, assigned or otherwise
conveyed to any Person other than the Indenture Trustee.  The Issuing Entity is not aware of any
judgment, ERISA or tax lien filings against it.


 


6.             Survival of Perfection
Representations.  Notwithstanding any
other provision of the Indenture or any other Basic Document, the Perfection
Representations contained in this Schedule P shall be continuing, and remain in
full force and effect (other than with respect to Reacquired Receivables);


 


7.             No Waiver.  The parties to the Indenture:  (i) shall not, without obtaining a
confirmation of the then-current rating of the Notes, waive a material breach
of any of the representations and warranties in this Schedule P (the “Perfection Representations”); (ii) shall provide the Ratings
Agencies with prompt written notice of any material breach of the Perfection
Representations, and shall not, without obtaining a confirmation of the
then-current rating of the Notes (as determined after any adjustment or
withdrawal of the ratings following notice of such breach) waive a material
breach of any of the Perfection Representations.


 


8.             Servicer to Maintain Perfection
and Priority.  The Servicer covenants
that, in order to evidence the interests of Issuing Entity and the Indenture
Trustee under this Agreement, Servicer shall take such action, or execute and
deliver such instruments as may be necessary or advisable (including, without
limitation, such actions as are requested by Issuing Entity) to maintain and
perfect, as a first priority interest, the Indenture Trustee’s security
interest in the Receivables.  Servicer
shall, from time to time and within the time limits established by law, prepare
and present to the Indenture Trustee for the Indenture Trustee to authorize the
Servicer to file, all financing statements, amendments, continuations, initial
financing statements in lieu of a continuation statement, terminations, partial
terminations, releases or partial releases, or any other filings necessary or
advisable to continue, maintain and perfect the Indenture Trustee’s security
interest in the Receivables as a first-priority interest (each a “Filing”).  Issuing
Entity shall promptly authorize in writing Servicer to, and Servicer shall,
effect such Filing under the Uniform Commercial Code without the signature of
the Indenture Trustee or Issuing Entity where allowed by applicable law.


 


Schedule P (Page 2)