Exhibit 4.1


 




 





 


CNH EQUIPMENT TRUST 2010-C


 


INDENTURE


 


between


 


CNH EQUIPMENT TRUST 2010-C


 


and


 


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


 


as Indenture Trustee.


 


Dated as of November 1, 2010


 




 





 

















 


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

  	
  8

  
	
  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

  	
  12

  
	
  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

  	
  17

  
	
  SECTION 3.17.

  	
  Removal of Administrator

  	
  17

  
	
  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

  	
  19

  
	
  SECTION 4.3.

  	
  Repayment of Monies Held by Paying
  Agent

  	
  19

  
	
   

  	
   

  	
   

  
	
  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

  	
  21

  
	
  SECTION 5.4.

  	
  Remedies; Priorities

  	
  23

  
	
  SECTION 5.5.

  	
  Optional Preservation of the
  Receivables

  	
  25

  
	
  SECTION 5.6.

  	
  Limitation of Suits

  	
  25

  
	
  SECTION 5.7.

  	
  Unconditional Rights of Noteholders
  To Receive Principal and Interest

  	
  26

  
	
  SECTION 5.8.

  	
  Restoration of Rights and Remedies

  	
  26

  
	
  SECTION 5.9.

  	
  Rights and Remedies Cumulative

  	
  26

  
	
  SECTION 5.10.

  	
  Delay or Omission Not a Waiver

  	
  27

  
	
  SECTION 5.11.

  	
  Control by Noteholders

  	
  27

  
	
  SECTION 5.12.

  	
  Waiver of Past Defaults

  	
  27

  
	
  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

  	
  28

  
	
   

  	
   

  	
   

  
	
  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

  	
  31

  
	
  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

  	
  36

  
	
  SECTION 6.14.

  	
  Representations and Warranties

  	
  36

  



 


ii

















 


	
  ARTICLE VII Noteholders’ Lists and Reports

  	
  37

  
	
   

  	
   

  	
   

  
	
  SECTION 7.1.

  	
  Issuing Entity To Furnish Indenture
  Trustee Names and Addresses of Noteholders

  	
  37

  
	
  SECTION 7.2.

  	
  Preservation of Information;
  Communications to Noteholders

  	
  37

  
	
  SECTION 7.3.

  	
  Reports by Issuing Entity

  	
  38

  
	
  SECTION 7.4.

  	
  Required Filings

  	
  38

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII Accounts, Disbursements and Releases

  	
  38

  
	
   

  	
   

  	
   

  
	
  SECTION 8.1.

  	
  Collection of Money

  	
  38

  
	
  SECTION 8.2.

  	
  Trust Accounts

  	
  39

  
	
  SECTION 8.3.

  	
  General Provisions Regarding
  Accounts

  	
  41

  
	
  SECTION 8.4.

  	
  Release of Trust Estate

  	
  42

  
	
  SECTION 8.5.

  	
  Opinion of Counsel

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX Supplemental Indentures

  	
  43

  
	
   

  	
   

  	
   

  
	
  SECTION 9.1.

  	
  Supplemental Indentures Without
  Consent of Noteholders

  	
  43

  
	
  SECTION 9.2.

  	
  Supplemental Indentures With
  Consent of Noteholders

  	
  44

  
	
  SECTION 9.3.

  	
  Execution of Supplemental
  Indentures

  	
  45

  
	
  SECTION 9.4.

  	
  Effect of Supplemental Indenture

  	
  45

  
	
  SECTION 9.5.

  	
  Conformity with Trust Indenture Act

  	
  46

  
	
  SECTION 9.6.

  	
  Reference in Notes to Supplemental
  Indentures

  	
  46

  
	
  SECTION 9.7.

  	
  Amendment without Consent

  	
  46

  
	
  SECTION 9.8.

  	
  Backup Servicer Consent

  	
  46

  
	
   

  	
   

  	
   

  
	
  ARTICLE X Redemption of Notes

  	
  46

  
	
   

  	
   

  	
   

  
	
  SECTION 10.1.

  	
  Redemption

  	
  46

  
	
  SECTION 10.2.

  	
  Form of Redemption Notice

  	
  47

  
	
  SECTION 10.3.

  	
  Notes Payable on Redemption Date

  	
  47

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI Miscellaneous

  	
  47

  
	
   

  	
   

  	
   

  
	
  SECTION 11.1.

  	
  Compliance Certificates and
  Opinions, etc

  	
  47

  
	
  SECTION 11.2.

  	
  Form of Documents Delivered to
  Indenture Trustee

  	
  49

  
	
  SECTION 11.3.

  	
  Acts of Noteholders

  	
  50

  
	
  SECTION 11.4.

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

  	
  50

  
	
  SECTION 11.5.

  	
  Notices to Noteholders; Waiver

  	
  51

  
	
  SECTION 11.6.

  	
  Alternate Payment and Notice
  Provisions

  	
  52

  
	
  SECTION 11.7.

  	
  Conflict with Trust Indenture Act

  	
  52

  
	
  SECTION 11.8.

  	
  Effect of Headings and Table of
  Contents

  	
  52

  
	
  SECTION 11.9.

  	
  Successors and Assigns

  	
  52

  
	
  SECTION 11.10.

  	
  Severability

  	
  52

  
	
  SECTION 11.11.

  	
  Benefits of Indenture

  	
  52

  
	
  SECTION 11.12.

  	
  Legal Holidays

  	
  52

  



 


iii

















 


	
  SECTION 11.13.

  	
  Governing Law

  	
  53

  
	
  SECTION 11.14.

  	
  Counterparts

  	
  53

  
	
  SECTION 11.15.

  	
  Recording of Indenture

  	
  53

  
	
  SECTION 11.16.

  	
  Trust Obligation

  	
  53

  
	
  SECTION 11.17.

  	
  No Petition

  	
  53

  
	
  SECTION 11.18.

  	
  Inspection

  	
  54

  
	
  SECTION 11.19.

  	
  Subordination

  	
  54

  
	
  SECTION 11.20.

  	
  Information Requests

  	
  55

  
	
  SECTION 11.21.

  	
  Communications with Rating Agencies

  	
  55

  



 


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-4

  	
  Form of A-4 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 November 1, 2010 between CNH EQUIPMENT TRUST 2010-C, 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 0.42677% Class A-1 Asset Backed Notes (each an “A-1 Note”), 0.83% Class A-2 Asset Backed Notes (each an
“A-2 Note”), 1.17% Class A-3 Asset
Backed Notes (each an “A-3 Note”),
1.75% Class A-4 Asset Backed Notes (each an “A-4 Note”)
and the 2.97% 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, and the A-4 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,
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 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 Deposit, 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)           [Reserved]; 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, 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, (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.


 


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.


 


2

















 


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-4
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-4 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 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.


 


3
















 


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-4, 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-4 Notes and Class B
Notes for original issue in an aggregate principal amount of $216,700,000,
$142,000,000, $350,000,000, $140,640,000 and $26,272,000, respectively.  The Outstanding Amount of A-1 Notes, A-2
Notes, A-3 Notes, A-4 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 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, 


 


4

















 


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.


 


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.


 


5

















 


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.


 


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 


 


6

















 


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-4 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-4 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 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 


 


7

















 


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


 


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


 


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


 


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


 


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


 


SECTION 2.10.            Book-Entry Notes.  The 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 


 


8

















 


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 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 


 


9

















 


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 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 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 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.


 


10

















 


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 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.


 


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 


 


11

















 


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.


 


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 


 


12

















 


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
2011 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.


 


(d)   If
the Issuing Entity shall have knowledge of the occurrence of a Servicer
Default, the Issuing Entity shall promptly notify the Indenture Trustee 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 


 


13

















 


perform any of its duties or
obligations under the Sale and Servicing Agreement with respect to the
Receivables, the Issuing Entity shall take all reasonable steps available to it
to remedy such failure.


 


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


 


(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.  As soon as a Successor Servicer
is appointed, the Issuing Entity shall notify the Indenture Trustee of such
appointment, specifying in such notice the name and address of such Successor
Servicer.


 


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


 


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


 


14

















 


(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.  i)  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;


 


(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;


 


15
















 


(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, (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;


 


(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;


 


16

















 


(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 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.


 


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.


 


17

















 


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 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) [Reserved]; (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 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 


 


18

















 


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 by the Issuing Entity; and


 


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


 


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


 


SECTION 4.3.              Repayment of Monies Held by Paying Agent.  In connection with the
satisfaction and discharge of this Indenture with respect to the Notes, all
monies then 


 


19

















 


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;


 


(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 


 


20

















 


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, 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 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 payments of principal of and interest on all Notes and all other
amounts, in each case, that would then be due hereunder if the Event of Default
giving rise to such acceleration had not occurred; and


 


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


 


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


 


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


 


SECTION 5.3.              Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.  (a)  The Issuing Entity
covenants that if an Event of Default described in 


 


21

















 


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, 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 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;


 


22

















 


(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, 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):


 


23

















 


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


 


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


 


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


 


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


 


24
















 


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 and the
Indenture Trustee a notice that states the special record date, the special
payment date and the amount to be paid.


 


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


 


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


 


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


 


25

















 


(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.


 


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 


 


26

















 


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;


 


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 


 


27

















 


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 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 


 


28

















 


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.


 


(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.


 


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(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).


 


(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.


 


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(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.


 


(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.


 


31

















 


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 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, 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.


 


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, 2010, the Indenture Trustee shall mail to each
Noteholder a brief report as of such December 31 that complies with TIA §
313(a) (if required by said section).


 


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


 


The Issuing Entity’s payment obligations to the
Indenture Trustee pursuant to this Section shall survive the discharge of
this Indenture or the earlier resignation or removal of the Indenture
Trustee.  When the Indenture Trustee
incurs expenses after the occurrence of a Default specified in Section 5.1(iv) or (v),
the expenses are intended to constitute expenses of administration under 


 


32

















 


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 Noteholders. The retiring Indenture Trustee
shall promptly transfer all property held by it as Indenture Trustee to the
successor Indenture Trustee.


 


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


 


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


 


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


 


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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 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.


 


(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;


 


34
















 


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


 


If a default occurs under this Indenture, and the
Indenture Trustee is deemed to have a conflicting interest as a result of
acting as trustee for both (1) the Class A Notes and (2) the Class B
Notes, a successor Indenture Trustee shall be appointed for one or more of such
Classes, so that there will be separate Indenture Trustees for the Class A
Notes and the Class B Notes, respectively. 
No such event shall alter the voting rights of the Class A
Noteholders or the Class B Noteholders under this Indenture or any other
Basic Document.  However, so long as any 


 


35

















 


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 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:


 


36

















 


(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.


 


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 


 


37

















 


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.


 


(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 


 


38

















 


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 and the Certificateholders, 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 in
the following amounts and in the following order of priority:


 


(i)            [Reserved];


 


(ii)           to 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;


 


(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;


 


39

















 


(D)          to the A-4 Noteholders, until the Outstanding principal balance of the
A-4 Notes is reduced to zero;


 


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


 


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


 


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


 


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


 


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


 


(D)          to the A-4 Noteholders, until the Outstanding principal balance of the
A-4 Notes is 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)         [Reserved]; 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 in the following
amounts and in the following order of priority:


 


(i)            [Reserved];


 


(ii)           to 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;


 


40

















 


(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)          [Reserved]; 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 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 


 


41

















 


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
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 certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.


 


42

















 


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 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 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


 


43

















 


(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 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)   [Reserved].


 


SECTION 9.2.              Supplemental Indentures With Consent of Noteholders.  The Issuing Entity and the
Indenture Trustee, when authorized by an Issuing Entity Order, may, with prior
written notice to the Rating Agencies (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 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;


 


44
















 


(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


 


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


 


SECTION 9.3.              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 


 


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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
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 Rating Agencies notice of such redemption.  If 


 


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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.


 


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 


 


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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 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 


 


48

















 


securities
proposed to be released and stating that in the opinion of such person the
proposed release will not impair the security under this Indenture in
contravention of the provisions hereof.


 


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


 


(v)           Notwithstanding Section 2.9
or any other provision of this Section, the Issuing Entity may, without
compliance with the requirements of the other provisions of this Section:  (A) collect, liquidate, sell or
otherwise dispose of Receivables and Financed Equipment as and to the extent
permitted or required by the Basic Documents and (B) make cash payments
out of the Trust Accounts as and to the extent permitted or required by the
Basic Documents so long as the Issuing Entity shall deliver to the Indenture
Trustee every six months, commencing March 1, 2011, an Officer’s
Certificate of 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, 


 


49

















 


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 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 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, 


 


50

















 


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 2010-C, in care of
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration,
(facsimile: (302) 636-4140), and to New Holland Credit Company, LLC, as
Administrator, 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.


 


(c)   [Reserved].


 


Subject to Section 11.21,
notices required to be given to the Rating Agencies by the Issuing Entity, 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 


 


51

















 


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.


 


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 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 


 


52

















 


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.


 


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.


 


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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 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 


 


54

















 


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 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]


 


55

















 


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 2010-C

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
   

  	
  not in its individual capacity but solely

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dorri Costello

  
	
   

  	
   

  	
  Name: Dorri Costello

  
	
   

  	
   

  	
  Title:  Financial
  Services Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

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

  
	
   

  	
  not in its individual capacity but solely

  
	
   

  	
  as Indenture Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Castle

  
	
   

  	
   

  	
  Name: Robert Castle

  
	
   

  	
   

  	
  Title:  Vice
  President

  
				



 
















 


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 0.42677% Class A-1 Asset Backed Notes.


 


“A-1 Note Final Scheduled
Maturity Date” means the December 9, 2011 Payment Date.


 


“A-1 Note Rate”
means 0.42677% 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 0.83% Class A-2 Asset Backed Notes.


 


“A-2 Note Final Scheduled
Maturity Date” means the April 15, 2013 Payment Date.


 


“A-2 Note Rate”
means 0.83% 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 1.17% Class A-3 Asset Backed Notes.


 


“A-3 Note Final Scheduled
Maturity Date” means the May 15, 2015 Payment Date.


 


“A-3 Note Rate”
means 1.17% 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 Note” means
any of the Issuing Entity’s 1.75% Class A-4 Asset Backed Notes.


 


“A-4 Note Final Scheduled
Maturity Date” means the May 16, 2016 Payment Date.


 


“A-4 Note Rate”
means 1.75% per annum, computed on the basis of a 360-day year of twelve 30-day
months.


 


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


 


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


 


Appendix A (Page 1)

















 


“Administration Agreement”
means the Administration Agreement dated as of November 1, 2010 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, $896,495,329.06 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.


 


“Asset Balance”
means, for any Payment Date, the Pool Balance as of the beginning of the
current Collection Period.


 


“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.


 


Appendix A (Page 2)

















 


“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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  May 2012

  	
   

  	
  1.75%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  November 2012

  	
   

  	
  2.50%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  May 2013

  	
   

  	
  3.00%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  November 2013

  	
   

  	
  3.50%

  	
   

  



 


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


 


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


 


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


 


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


 


“Backup Servicer Account
Required Amount” means, initially, the Backup Servicer Account  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.


 


Appendix A (Page 3)

















 


“Backup Servicing Agreement”
means the Backup Servicing Agreement, dated as of November 1, 2010,
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 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.


 


“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 and the A-4 Notes.


 


“Class B Note”
means any of the Issuing Entity’s 2.97% Class B Asset Backed Notes.


 


“Class B Note Final
Scheduled Maturity Date” means the May 15, 2017 Payment Date.


 


Appendix A (Page 4)

















 


“Class B Note Rate”
means 2.97% 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.


 


“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 November 17, 2010.


 


“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.


 


Appendix A (Page 5)

















 


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


 


“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 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 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.


 


“Contract” means
a Retail Installment Contract.


 


“Contract Value”
means, with respect to any day (including the 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 


 


Appendix A (Page 6)

















 


Reserve Bank has indicated by book entry that such
Federal Book Entry Security has been credited to the Securities Intermediary’s
securities account in such book entry system.


 


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


 


“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 Cutoff Date through the
last day of the related Collection Period, to (b) the Pool Balance as of
the Cutoff Date.


 


“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

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  May 2012

  	
   

  	
  0.40%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  November 2012

  	
   

  	
  0.55%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  May 2013

  	
   

  	
  0.65%

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  November 2013

  	
   

  	
  0.75%

  	
   

  



 


“Cutoff Date”
means October 31, 2010.


 


“Cutoff Date APR”
means 3.67%, 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
originated and assigned the respective Receivable to CNHCA or NH Credit, as
applicable, under a Dealer Agreement.


 


Appendix A (Page 7)

















 


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


 


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


 


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


 


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


 


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


 


(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.


 


“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 


 


Appendix A (Page 8)

















 


America or any State (or any domestic branch of a
foreign bank), which:  (i) has
either a long-term or short-term senior unsecured debt rating or certificate of
deposit rating acceptable to the Rating Agencies and (ii) whose deposits
are insured by the FDIC.


 


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


 


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


 


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


 


(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.


 


Appendix A (Page 9)

















 


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


 


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


 


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


 


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


 


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


 


“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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“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 


 


Appendix A (Page 10)

















 


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


 


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


 


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


 


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


 


“Indenture”
means the Indenture dated as of November 1, 2010 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.


 


“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 Pool Balance”
means the Pool Balance as of the Cutoff Date, which is $875,612,869.50.


 


Appendix A (Page 11)
















 


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


 


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


 


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


 


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


 


“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 2010-C until a successor replaces it and, thereafter,
means the successor and, for purposes of any provision contained in the
Indenture and required by the TIA, each other obligor on the Notes.


 


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


 


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


 


“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 12)

















 


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.


 


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


 


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


 


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


 


“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.


 


Appendix A (Page 13)

















 


“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).


 


“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.


 


“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 


 


Appendix A (Page 14)

















 


Servicer), which counsel and opinion shall be
reasonably acceptable to the Indenture Trustee, the Trustee or the Rating
Agencies, as applicable.


 


“Originator”
means CNHCA.


 


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


 


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


 


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


 


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


 


Appendix A (Page 15)

















 


“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 December 15,
2010, provided that if any A-1 Notes remain Outstanding after giving effect to
distributions on the November 2011 Payment Date, December 9, 2011
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
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.


 


“Preliminary Prospectus”
means the prospectus dated November 5, 2010, the prospectus supplement
(subject to completion, dated November 5, 2010) and the supplement to the
prospectus supplement (subject to completion, dated November 10, 2010),
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.


 


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


 


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


 


Appendix A (Page 16)

















 


“Prospectus”
means the prospectus dated November 5, 2010 and the prospectus supplement
dated November 10, 2010, 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 November 1, 2010 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, in the case of
any Contract transferred on the Closing Date, the 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 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
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) 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 


 


Appendix A (Page 17)

















 


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 (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, December 8,
2011.


 


“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.


 


“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 


 


Appendix A (Page 18)

















 


such agreement (e.g., a servicing agreement with a
servicer contemplated by Item 1108(a)(3) of Regulation AB);


 


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


 


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


 


(d)           an Event of Default;


 


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


 


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


 


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


 


“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.


 


“Sale and Servicing Agreement” means the Sale and Servicing
Agreement, dated as of November 1, 2010 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 (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 


 


Appendix A (Page 19)

















 


under the simple interest method, in each case, over
the term of the Receivable and to provide interest at the APR.


 


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


 


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


 


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


 


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


 


“Seller” means CNHCR.


 


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


 


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


 


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


 


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


 


“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 4.10%.


 


“Specified Spread Account
Balance” means on the Closing Date, 2.25% of the sum of the Pool
Balance as of the Cutoff Date and on any Payment Date thereafter the lesser of,
(a) 2.25% of the Pool Balance as of the Cutoff Date 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 May 2012
or any Payment Date thereafter, the percentage in clause (a) will be reduced to 2.00% on such Payment
Date and will remain at such percentage for each Payment Date thereafter unless
further reduced on the Payment Dates as provided in the following clauses (B), (C) or (D); (B) if the Specified Spread Account Reduction Trigger
is met on the Payment Date in November 


 


Appendix A (Page 20)

















 


2012 or any Payment Date thereafter, the percentage in
clause (a) of the preceding
sentence will be reduced to 1.75% on such Payment Date (regardless of whether
the Specified Spread Account Reduction Trigger was met on the Payment Date in May 2012
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 May 2013 or any Payment
Date thereafter, the percentage in clause (a) of
the preceding sentence will be reduced to 1.50% on such Payment Date (regardless
of whether the Specified Spread Account Reduction Trigger was met on the
Payment Dates in May 2012 or any Payment Date thereafter or November 2012
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 November 2013 or any Payment Date thereafter,
the percentage in clause (a) of the preceding
sentence will be reduced to 1.15% on such Payment Date (regardless of whether
the Specified Spread Account Reduction Trigger was met on the Payment Dates in May 2012
or any Payment Date thereafter, November 2012 or any Payment Date
thereafter or May 2013 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 May 2012, November 2012,
May 2013 or November 2013 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,  $19,701,289.56.


 


“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.


 


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


 


“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.


 


Appendix A (Page 21)

















 


“Total Distribution Amount”
means, with respect to any Payment Date, the aggregate amount of collections on
or with respect to the Receivables with respect to the related Collection
Period.  Collections on or with respect
to the Receivables include all payments made by or on behalf of the Obligors
(including any late fees, prepayment charges, extension fees and other
administrative fees or similar charges allowed by applicable law with respect
to the Receivables), any proceeds from insurance policies covering the Financed
Equipment (to the extent not used to purchase Substitute Equipment) or related
Obligor, Liquidation Proceeds, the Purchase Amount of each Receivable that
became a Purchased Receivable in respect of the related Collection Period (to
the extent deposited into the Collection Account), Investment Earnings for
such Payment Date and payments made by a Dealer pursuant to the related Dealer
Agreement with respect to such Receivable, 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.


 


“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 November 1, 2010 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 


 


Appendix A (Page 22)

















 


Account and all other property of the Trust from time
to time, including any rights of the Trustee and the Trust pursuant to the Sale
and Servicing Agreement and the Administration Agreement.


 


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


 


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


 


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


 


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


 


“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 November 10, 2010 among RBS
Securities Inc., Credit Agricole Securities (USA) Inc. and SG Americas
Securities, LLC as underwriters, CNHCA and CNHCR.


 


“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 23)
















 


EXHIBIT A-1

to Indenture


 


FORM OF A-1 NOTES


 


	
  REGISTERED

  	
  $216,700,000(1)

  
	
  No. R-1

  	
  CUSIP
  NO. 12619S AA4

  



 


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 2010-C

0.42677%  CLASS A-1
ASSET BACKED NOTES


 


CNH Equipment Trust 2010-C, a statutory trust
organized and existing under the laws of the State of Delaware (including any
successor, the “Issuing Entity”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of TWO HUNDRED AND SIXTEEN MILLION SEVEN HUNDRED THOUSAND
DOLLARS ($216,700,000), partially payable on each Payment Date in an amount
equal to the aggregate amount, if any, payable from the Note Distribution
Account in respect of principal on the A-1 Notes pursuant to Section 3.1 of the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the December 9, 2011 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:  November 17,
2010


 


	
   

  	
  CNH EQUIPMENT TRUST 2010-C

  
	
   

  	
   

  
	
   

  	
  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:  November 17,
2010


 


	
   

  	
  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 0.42677% Class A-1 Asset Backed
Notes (herein called the “A-1 Notes”
or the “Notes”), all issued under
an Indenture dated as of November 1, 2010 (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

  	
  $142,000,000(1)

  
	
  No. R-1

  	
  CUSIP
  NO. 12619S AB2

  



 


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 2010-C


0.83% CLASS A-2 ASSET BACKED
NOTES


 


CNH Equipment Trust 2010-C, a statutory trust
organized and existing under the laws of the State of Delaware (including any
successor, the “Issuing Entity”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of ONE HUNDRED AND FORTY TWO MILLION DOLLARS ($142,000,000)
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 April 15,
2013 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:  November 17,
2010


 


	
   

  	
  CNH EQUIPMENT TRUST 2010-C

  
	
   

  	
   

  
	
   

  	
  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:  November 17,
2010


 


	
   

  	
  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 0.83% Class A-2 Asset Backed Notes
(herein called the “A-2 Notes” or
the “Notes”), all issued under an Indenture dated as of November 1, 2010
(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

  	
  $350,000,000(1)

  
	
  No. R-1

  	
  CUSIP
  NO. 12619S AC0

  



 


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 2010-C


1.17% CLASS A-3 ASSET BACKED
NOTES


 


CNH Equipment Trust 2010-C, a statutory trust
organized and existing under the laws of the State of Delaware (including any
successor, the “Issuing Entity”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of THREE HUNDRED AND FIFTY MILLION DOLLARS ($350,000,000),
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 May 15,
2015 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:  November 17,
2010


 


	
   

  	
  CNH EQUIPMENT TRUST 2010-C

  
	
   

  	
   

  
	
   

  	
  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:  November 17,
2010


 


	
   

  	
  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 1.17% Class A-3 Asset Backed Notes
(herein called the “A-3 Notes” or
the “Notes”), all issued under an Indenture
dated as of November 1, 2010 (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-4

to Indenture


 


FORM OF A-4 NOTES


 


	
  REGISTERED

  	
  $140,640,000(1)

  
	
  No. R-1

  	
  CUSIP
  NO. 12619S AD8

  



 


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 2010-C


1.75% CLASS A-4 ASSET BACKED
NOTES


 


CNH Equipment Trust 2010-C, a statutory trust
organized and existing under the laws of the State of Delaware (including any
successor, the “Issuing Entity”), for value
received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of ONE HUNDRED AND FORTY MILLION SIX HUNDRED AND FORTY
THOUSAND DOLLARS ($140,640,000), 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-4 Notes pursuant to Section 3.1 of the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable
on the earlier of the May 16, 2016 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-4 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 


 






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


 


Exhibit A-4 (Page 1)

















 


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.


 


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-4 (Page 2)

















 


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


 


Dated:  November 17,
2010


 


	
   

  	
  CNH EQUIPMENT TRUST 2010-C

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Wilmington Trust Company,

  
	
   

  	
  not in its individual
  capacity

  
	
   

  	
  but solely as Trustee

  
	
   

  	
  under the Trust Agreement

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


Exhibit A-4 (Page 3)

















 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


Dated:  November 17,
2010


 


	
   

  	
  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-4 (Page 4)

















 


[REVERSE OF NOTE]


 


This Note is one of a duly authorized issue of the
Issuing Entity, designated as its 1.75% Class A-4 Asset Backed Notes
(herein called the “A-4 Notes” or
the “Notes”), all issued under an Indenture
dated as of November 1, 2010 (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-3
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-4 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-4 (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-4 (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-4 (Page 7)
















 


EXHIBIT A-5

to Indenture


FORM OF CLASS B NOTES


 


	
  REGISTERED

  	
  $26,272,000(1)

  
	
  No. R-1

  	
  CUSIP
  NO. 12619S AE6

  



 


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 2010-C


2.97% CLASS B ASSET BACKED
NOTES


 


CNH Equipment Trust 2010-C, a statutory trust
organized and existing under the laws of the State of Delaware (including any
successor, the “Issuing Entity”), for value
received, hereby promises to pay to CEDE & CO. or registered assigns,
the principal sum of TWENTY SIX MILLION TWO HUNDRED AND SEVENTY TWO THOUSAND
DOLLARS ($26,272,000) partially payable on each Payment Date in an amount equal
to the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class B Notes pursuant to Section 3.1
of the Indenture; provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
earlier of the May 15, 2017 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 


 






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


 


Exhibit A-5 (Page 1)

















 


consisting of twelve 30-day months.  Such principal of and interest on this Note
shall be paid in the manner specified in the Indenture.


 


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


 


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


 


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


 


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:  November 17,
2010


 


	
   

  	
  CNH EQUIPMENT TRUST 2010-C

  
	
   

  	
   

  
	
   

  	
  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:  November 17,
2010


 


	
   

  	
  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 2.97% Class B Asset Backed Notes
(herein called the “Class B Notes”
or the “Notes”), all issued under an Indenture
dated as of November 1, 2010 (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 November 1, 2010 (the “Indenture”)
between CNH Equipment Trust 2010-C (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 2010-C

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Exhibit B (Page 1)

















 


Schedule P


 


1.             General.  The Indenture creates 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) and (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), in each case, in favor of the Indenture
Trustee, which, (a) security interest is enforceable upon execution of the
Indenture against creditors of and purchasers from the Issuing Entity as such
enforceability may be limited by applicable Debtor Relief Laws, now or
hereafter in effect, and by general principles of equity (whether considered in
a suit at law or in equity), and (b) upon filing of the financing
statements described in clause 4
below will be prior to all other Liens.


 


2.             Characterization.  The Receivables constitute “tangible chattel
paper” within the meaning of UCC Section 9-102.  The rights granted under the agreements
described in clause 1(ii) through (iv) constitute “general intangibles” within the
meaning of UCC Section 9-102.  The Issuing Entity has taken or will take all
steps necessary to perfect its security interest in the property securing the
Receivables within 10 days of the Closing Date.


 


3.             Creation.  Immediately prior to the grant to the
Indenture Trustee pursuant to the Indenture, the Issuing Entity owns and has
good and marketable title to, or has a valid security interest in, the
Receivables free and clear of any Lien, claim or encumbrance of any Person.


 


4.             Perfection.  The Issuing Entity has caused or will have
caused, within ten days of the Closing Date, the filing of all appropriate
financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the security interest
granted to the Indenture Trustee under the Indenture in the Receivables.  With respect to the Collateral that
constitutes tangible chattel paper, the Servicer or a Subservicer, as
custodian, received possession of such tangible chattel paper after the
Indenture Trustee received a written acknowledgment (which is contained in the
Sale and Servicing Agreement) from such custodian that it is acting solely as
agent of the Indenture Trustee.  All
financing statements filed under this clause 4
contain a statement that “A purchase of or security interest in any collateral
described in this financing statement will violate the rights of the Secured
Party”.


 


5.             Priority.  Other than the security interest granted to
the Indenture Trustee pursuant to the Indenture, the Issuing Entity has not
pledged, assigned, sold, granted a security interest in, or otherwise conveyed
any of the Collateral.  The Issuing
Entity has not authorized the filing of and is not aware of any financing
statements against the Issuing Entity that include a description of collateral
covering the Collateral other than any financing statement (i) relating to
the security interest granted to the Indenture Trustee under the Indenture, (ii) that
has been terminated or relating to a security interest which has been released,
or (iii) that has been granted pursuant to the terms of the Basic
Documents.  None of the tangible chattel
paper that constitutes or evidences the Collateral has any marks or notations
indicating that they have pledged, assigned 


 


Schedule P (Page 1)

















 


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)